EXHIBIT 10.1
THIRD AMENDMENT TO LOAN AGREEMENT
THIS THIRD AMENDMENT TO LOAN AGREEMENT (this "Amendment") is made and entered
into this 18th day of January, 2000, by and between TROPICAL SPORTSWEAR INT'L
CORPORATION, a Florida corporation ("Borrower"), in favor of BANK OF AMERICA,
N.A. d/b/a NATIONSBANK, N.A., a national banking association and successor to
NationsBank, N.A. ("Lender")
Recitals:
Borrower and Lender, are parties to a certain Loan Agreement dated May 28, 1999,
as amended by that certain First Amendment to Loan Agreement dated July 19, 1999
and Second Amendment to Loan Agreement dated November 12, 1999 (as at any time
amended, the "Loan Agreement"), pursuant to which Lender has made a certain Loan
to Borrower.
Borrower has requested that Lender amend the Consolidated Funded
Debt/Consolidated EBITDA Ratio covenant in section 4.12.2 and the Consolidated
Tangible Net Worth covenant in section 4.12.4 of the Loan Agreement.
Lender is willing to amend the Loan Agreement on the terms and conditions as
hereinafter set forth.
1. Definitions
All capitalized terms used in this Amendment, unless otherwise defined
herein, shall have the meaning ascribed to such terms in the Loan
Agreement.
2. Amendment to Loan Agreement
The Loan Agreement is hereby amended as follows:
By deleting Sections 4.12.2 and 4.12.4 of the Loan
Agreement in their entirety and by substituting the
following new Section 4.12.2 and Section 4.12.4 in lieu
thereof:
4.12.2 Consolidated Funded Debt/Consolidated Funded EBITDA Ratio.
Maintain, as of the end of each Fiscal Quarter, a Consolidated Funded
Debt/Consolidated EBITDA Ratio of not more than the ratio shown below
for the applicable period corresponding thereto:
Period Amount
------- --------
October 3, 1998 through October 2, 1999 4.50 to 1
January 3, 1999 through January 1, 2000 4.50 to 1
April 4, 1999 through April 1, 2000 5.00 to 1
July 4, 1999 through July 1, 2000 4.75 to 1
October 3, 1999 through September 30, 2000 4.25 to 1
Each Fiscal Quarter after September 30, 2000
(based upon the immediately preceding
4 Fiscal Quarters) 4.00 to 1
4.12.4 Consolidated Tangible Net Worth. Until the Credit Facility
Commitment Termination Date, maintain, as of the end of each Fiscal
Quarter, Consolidated Tangible Net Worth of not less than the amount
shown below for the period corresponding thereto:
Period Amount
-------- --------
Fiscal Quarter ending January 1, 2000 $101,500,000
Each Fiscal Quarter thereafter $101,500,000
plus $2,500,000 for each
additional Fiscal Quarter
after January 1, 2000.
3. Acknowledgements and Stipulations
Borrower acknowledges and stipulates that the Loan Agreement and the
other Loan Documents executed by such Borrower are legal, valid and
binding obligations of such Borrower that are enforceable against such
Borrower in accordance with the terms thereof; all of the obligations are
owing and payable without defense, offset or counterclaim (and to the
extent there exists any such defense, offset or counterclaim on the date
hereof, the same is hereby waived by the Borrower); the security
interests and liens granted by Borrower in favor of Lender are duly
perfected, first priority security interests and liens.
4. Representations and Warrants
Borrower represents and warrants to Lender, to induce Lender to enter
into this Amendment that no Default or Event of Default exists on the
date hereof; the execution, delivery and performance of this Amendment
has been duly authorized by all requisite corporate action of the part of
such Borrower and this Amendment has been duly executed and delivered by
such Borrower; and all of the representations and warranties made by
Borrowers in the Loan Agreement are true and correct on and as of the
date hereof, except to the extent any representation or warranty
specifically relates to an earlier date.
5. Expenses of Lender
Borrower agrees to pay, on demand all costs and expenses incurred by
Lender in connection with the preparation, negotiation and execution of
this Amendment and any other Loan Documents executed pursuant hereto and
any and all amendments, modifications, and supplements thereto,
including, without limitation, the reasonable costs and fees of Lender's
legal counsel and any taxes or expenses associated with or incurred in
connection with any instrument or agreement referred to herein or
contemplated hereby.
6. Effectiveness Governing Law
This Amendment shall be effective upon acceptance by Lender in Tampa,
Florida (notice of which acceptance is hereby waived), whereupon the same
shall be governed by and construed in accordance with the internal laws
of the State of Florida.
7. Successors and Assigns
This Amendment shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.
8. No Novation, etc.
Except as otherwise expressly provided in this Amendment, nothing herein
shall be deemed to amend or modify any provision of the Loan Agreement or
any of the Other Loan Documents, each of which shall remain in full force
and effect. This Amendment is not intended to be, nor shall it be
construed to create, a novation or accord and satisfaction, and the Loan
Agreement as herein modified shall continue in full force and effect.
9. Counterparts: Telecopied Signatures
This Amendment may be executed in any number of counterparts and by
different parties to this Agreement on separate counterparts, each of
which, when so executed, shall be deemed an original, but all such
counterparts shall constitute one and the same agreement. Any signature
delivered by a party by facsimile transmission shall be deemed to be an
original signature hereto.
10. Further Assurances
Borrower agrees to take such further actions as Lender shall reasonably
request from time to time in connection herewith to evidence or give
effect to the amendments set forth herein or any of the transactions
contemplated hereby.
11. Section Titles
Section titles and references used in this Amendment shall be without
substantive meaning or content of any kind whatsoever and are not a part
of the agreements among the parties hereto.
12. Release of Claims
To induce Lender to enter into this Amendment, Borrower hereby releases,
acquits and forever discharges Lender, and all officers, directors,
agents employees, successors and assigns of Lender, from any and all
liabilities, claims, demands, actions or causes or actions of any kind or
nature (if there by any), whether absolute or contingent, disputed or
undisputed, at law or in equity, or known or unknown, that such Borrower
now has or ever had against Lender arising under or in connection with
any of the Loan Documents or otherwise.
13. Waiver of Jury Trial
To the fullest extent permitted by applicable law, the parties hereto
each hereby waives the right to trial by jury in any action, suit,
counterclaim, or proceeding arising out of or related to this Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed under seal and delivered by their respective duly authorized officers
on the date first written above.
BORROWER:
TROPICAL SPORTSWEAR INT'L CORPORATION
A Florida Corporation
By: /s/ N. Xxxxx XxXxxxxxx Attest: /s/ Xxxxxx X. Xxxxxx
N. Xxxxx XxXxxxxxx Printed Name: Xxxxxx Xxxxxx
Executive Vice President
CONSENT OF GUARANTORS: The undersigned Guarantors do hereby consent to this
Amendment:
APPAREL NETWORK CORPORATION, a
Florida Corporation
By: /s/ N. Xxxxx XxXxxxxxx Attest: /s/ Xxxxxx X. Xxxxxx
N. Xxxxx XxXxxxxxx Printed Name: Xxxxxx Xxxxxx
Executive Vice President
TROPICAL SPORTSWEAR COMPANY, INC.,
a Delaware corporation
By: /s/ N. Xxxxx XxXxxxxxx Attest: /s/ Xxxxxx X. Xxxxxx
N. Xxxxx XxXxxxxxx Printed Name: Xxxxxx Xxxxxx
Executive Vice President
SAVANE INTERNATIONAL CORP., a
Texas corporation
By: /s/ N. Xxxxx XxXxxxxxx Attest: /s/ Xxxxxx X. Xxxxxx
N. Xxxxx XxXxxxxxx Printed Name: Xxxxxx Xxxxxx
Executive Vice President
LENDER:
BANK OF AMERICA, N.A. d/b/a NATIONSBANK, N.A., a national banking
association
By: /s/ Xxxxxxx X. Xxxxxxxxxxx Attest: /s/ Xxxxxxxx Xxxx
Xxxxxxx X. Xxxxxxxxxxx Printed Name: Xxxxxxxx Xxxx
Vice President
