CREDIT AGREEMENT dated as of September 22, 2003, among BRODER BROS., CO., as Borrower, THE GUARANTORS PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO and BANK ONE, NA, as Syndication Agent, FLEET CAPITAL CORPORATION, GENERAL ELECTRIC CAPITAL...Credit Agreement • October 28th, 2003 • Broder Bros Co • New York
This CREDIT AGREEMENT (this “Agreement”) dated as of September 22, 2003, among BRODER BROS., CO., a Michigan corporation (“Borrower”), the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders, BANK ONE, NA, as syndication agent (in such capacity, “Syndication Agent”), FLEET CAPITAL CORPORATION, as a co-documentation agent (in such capacity, a “Co-Documentation Agent”), STANDARD FEDERAL BANK N.A., as a co-documentation agent (in such capacity, a “Co-Documentation Agent”), GENERAL ELECTRIC CAPITAL CORPORATION, as a co-documentation agent (in such capacity, a “Co-Documentation Agent”), UBS SECURITIES LLC, as lead arranger (in such capacity, “Arranger”), UBS AG, CAYMAN ISLANDS BRANCH, as swingline lender (in such capacity, “Swingline Lender”), UBS AG, STAMFORD BRANCH, as issuing bank (in such capacity, “Issuing Bank”) and as administrative agent (in such capacity, “Administrative Agent”) for t
BRODER BROS., CO. and each of the Guarantors named herein 11.25% SENIOR NOTES DUE 2010Supplemental Indenture • October 28th, 2003 • Broder Bros Co • New York
INDENTURE dated as of September 22, 2003 by and among Broder Bros., Co., a Michigan corporation (the “Company”), the Guarantors named on the signature pages hereto and Wachovia Bank, National Association, a national banking association, as trustee (the “Trustee”).
EXECUTIVE STOCK AGREEMENTExecutive Stock Agreement • October 28th, 2003 • Broder Bros Co • Michigan
EXECUTIVE STOCK AGREEMENT (this “Agreement”) dated as of May 3, 2000, by and between Broder Bros., Co., a Michigan corporation (the “Company”) and Vince Tyra (“Executive”).
DEFERRED COMPENSATION AGREEMENTDeferred Compensation Agreement • October 28th, 2003 • Broder Bros Co • Michigan
THIS DEFERRED COMPENSATION AGREEMENT (this “Agreement”) is made and entered into as of May 3, 2000, by and among Vince Tyra (the “Executive”), Broder Bros., Co., a Michigan corporation (the “Company”). Any capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in Section 5 hereof.
BRODER BROS., CO. PURCHASE AGREEMENTPurchase Agreement • October 28th, 2003 • Broder Bros Co • New York
Broder Bros., Co., a Michigan corporation (the “Company”), proposes to issue and sell to UBS Securities LLC and Banc One Capital Markets, Inc. (each an “Initial Purchaser” and collectively, the “Initial Purchasers”) an aggregate of $175,000,000 in principal amount of its 11.25% Senior Notes due 2010 (the “Series A Notes”). The Series A Notes will (i) have terms and provisions which are summarized in the Offering Memorandum (as defined below) dated as of the date hereof and (ii) are to be issued pursuant to the provisions of an indenture (the “Indenture”), to be dated as of the Closing Date (as defined below), between the Company, Alpha Shirt Holdings, Inc., a Delaware corporation, Alpha Shirt Company, a Delaware corporation, ASHI, Inc., a Delaware corporation (collectively, the “Alpha Guarantors”), and TSM Acquisition Co., a Delaware corporation (“TSM” and collectively with the Alpha Guarantors, the “Guarantors”) and Wachovia Bank, National Association, as trustee (the “Trustee”). The
EMPLOYMENT AGREEMENTEmployment Agreement • October 28th, 2003 • Broder Bros Co • Michigan
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of May 3, 2000, between Broder Bros., Co., a Michigan corporation (the “Company”), and Vince Tyra (“Executive”).
A/B EXCHANGE REGISTRATION RIGHTS AGREEMENT Dated as of September 22, 2003 by and among Broder Bros., Co. Alpha Shirt Holdings, Inc. Alpha Shirt Company ASHI, Inc. TSM Acquisition Co. and UBS Securities LLC Banc One Capital Markets, Inc.Registration Rights Agreement • October 28th, 2003 • Broder Bros Co • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 22, 2003, by and among Broder Bros., Co., a Michigan corporation (the “Company”), Alpha Shirt Holdings, Inc., a Delaware corporation, Alpha Shirt Company, a Delaware corporation, ASHI, Inc., a Delaware corporation, and TSM Acquisition Co., a Delaware corporation (each a Guarantor, and collectively the “Guarantors”), and UBS Securities LLC and Banc One Capital Markets, Inc. (each, an “Initial Purchaser” and collectively, the “Initial Purchasers”), who have agreed to purchase the Company’s 11.25% Series A Senior Notes due October 15, 2010 (the “Series A Notes”) pursuant to the Purchase Agreement (as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 28th, 2003 • Broder Bros Co • Delaware
THIS SECURITIES PURCHASE AGREEMENT, dated as of September 22, 2003 (this “Agreement”), is made by and among Broder Bros., Co., a Michigan corporation (the “Company”) and the Persons set forth on the “Schedule of Purchasers” attached hereto (hereinafter referred to collectively as the “Purchasers” and individually as a “Purchaser”). The Purchasers will purchase, severally and not jointly, the number of shares of stock and warrants listed on the Schedule of Purchasers attached hereto. Except as otherwise indicated, capitalized terms used herein are defined in Section 6 hereof.
BRODER BROS., CO. 45555 Port Street Plymouth, Michigan 48170Broder Bros Co • October 28th, 2003
The following letter sets forth the agreement of you and Broder Bros., Co. (the “Company”) with regard to your continued employment with the Company following the acquisition by the Company of Alpha Shirt Holdings, Inc. and its subsidiaries (“Alpha”). In connection with the closing of the acquisition of Alpha (the “Closing”), the parties have agreed to the following:
AMENDED AND RESTATED SHAREHOLDERS AGREEMENTAmended and Restated Shareholders Agreement • October 28th, 2003 • Broder Bros Co • Michigan
THIS AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of September 22, 2003, and is effective as of the Effective Date (as defined below), by and among Broder Bros., Co., a Michigan corporation (the “Company”), each of the Persons listed on Schedule I attached hereto (the “Bain Fund VI Shareholders”), each of the Persons listed on Schedule II attached hereto (each such Person a “Management Shareholder” and collectively, the “Management Shareholders”) and each of the Persons listed on Schedule III attached hereto (the “Bain Fund VII Shareholders” and together with the Bain Fund VI Shareholders, the “Bain Group Shareholders”). The Bain Group Shareholders and the Management Shareholders are collectively referred to herein as the “Shareholders,” and each as a “Shareholder”). Unless otherwise indicated herein, capitalized terms used herein are defined in paragraph 9 hereof.
AMENDED AND RESTATED REGISTRATION AGREEMENTRegistration Agreement • October 28th, 2003 • Broder Bros Co • Illinois
THIS AMENDED AND RESTATED REGISTRATION AGREEMENT (this “Agreement”) is made and entered into as of September 22, 2003, and is effective as of the Effective Date (as defined below), by and among Broder Bros., Co., a Michigan corporation (the “Company”), each of the Persons listed on Schedule I attached hereto (the “Bain Fund VI Shareholders”), each of the Persons listed on Schedule II attached hereto (each such Person a “Management Shareholder” and collectively, the “Management Shareholders”) and each of the Persons listed on Schedule III attached hereto (the “Bain Fund VII Shareholders” and together with the Bain Fund VI Shareholders, the “Bain Group Shareholders”). The Bain Group Shareholders and the Management Shareholders are collectively referred to herein as the “Shareholders,” and each as a “Shareholder”. Unless otherwise indicated herein, capitalized terms used herein are defined in paragraph 9 hereof.
STOCK PURCHASE AGREEMENT by and among BRODER BROS., CO. (“Buyer”) and THE STOCKHOLDERS AND OPTION HOLDERS OF ALPHA SHIRT HOLDINGS, INC. (“Sellers”) and FNL MANAGEMENT CORP. (“Sellers’ Representative”) July 12, 2003Stock Purchase Agreement • October 28th, 2003 • Broder Bros Co • New York
THIS STOCK PURCHASE AGREEMENT (“Agreement”) is entered into as of the 12th day of July, 2003, by and among Broder Bros., Co., a Michigan corporation, as purchaser (“Buyer”), each of the Persons identified on Schedule 4.2 (each, a “Seller,” and collectively, the “Sellers”) and FNL Management Corp., an Ohio corporation, as Sellers’ Representative (as defined herein).
AMENDED AND RESTATED ADVISORY AGREEMENTAmended and Restated Advisory Agreement • October 28th, 2003 • Broder Bros Co • New York
This Amended and Restated Advisory Agreement (this “Agreement”) is made and entered into as of September 22, 2003 by and between Broder Bros., Co., a Michigan corporation (the “Company”), and Bain Capital, LLC, a Delaware limited liability company (“Bain”).
WARRANT AGREEMENTWarrant Agreement • October 28th, 2003 • Broder Bros Co • New York
This WARRANT AGREEMENT (the “Agreement”) is dated as of May 3, 2000, by and among the purchasers set forth on Schedule I hereto (collectively, the “Purchasers”), and Broder Bros., Co., a Michigan corporation (the “Company”). Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in Section 5A hereof.
Amendment No. 2 to Stock Purchase AgreementStock Purchase Agreement • October 28th, 2003 • Broder Bros Co
This Amendment No.2 (“Amendment No.2”) to that certain Stock Purchase Agreement dated as of July 12, 2003, as so amended by that certain Amendment No. 1 to the Purchase Agreement dated as of July 24, 2003 (the “Purchase Agreement”), by and among Broder Bros., Co., a Michigan corporation (“Buyer”), the stockholders and option holders of Alpha Shirt Holdings, Inc. (“Sellers”) and FNL Management Corporation, an Ohio corporation, as Sellers’ Representative (“Sellers’ Representative”), is entered into as of September 19, 2003.
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 28th, 2003 • Broder Bros Co
This Amendment No. 1 (“Amendment No.l”) to that certain Stock Purchase Agreement dated as of July 12, 2003 (the “Purchase Agreement”) by and among Broder Bros., Co., a Michigan corporation (“Buyer”), the stockholders and option holders of Alpha Shirt Holdings, Inc. (“Sellers”) and FNL Management Corporation, an Ohio corporation, as Sellers’ Representative (“Sellers’ Representative”) is entered into as of July 24, 2003.
