Exhibit 10.2
EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
THIS EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment")
is made and entered into this 19th day of January, 2000, by and among TROPICAL
SPORSTWEAR INT'L CORPORATION, a Florida corporation ("Tropical"), TROPICAL
SPORTSWEAR COMPANY, INC., a Delaware corporation ("TSCI"), SAVANE INTERNATIONAL
CORP., a Texas corporation (formerly known as Farah Incorporated) ("Savane"),
and APPAREL NETWORK CORPORATION, a Florida corporation ("Apparel") (Tropical,
TSCI, Savane and Apparel collectively referred to hereinafter as "Borrowers" and
individually as a "Borrower") each with its chief executive office and principal
place of business at 0000 Xxxx Xxxxxx Xxxxxx, Xxxxx, Xxxxxxx 00000-0000; the
various financial institutions listed on the signature pages hereof and their
respective successors and permitted assigns which become "Lenders" as provided
in the Loan Agreement (as defined below); and FLEET CAPITAL CORPORATION, a Rhode
Island corporation, in its capacity as collateral and administrative agent for
the Lenders (together with its successors in such capacity, "Agent") with an
office at 000 Xxxxxxxx Xxxxxxx, X.X., Xxxxx 000, Xxxxxxx, Xxxxxxx 00000.
Recitals:
Borrowers, Agent and Lenders, are parties to a certain Loan and
Security Agreement dated June 10, 1998, as amended by that certain First
Amendment to Loan and Security Agreement dated July 9, 1998, that certain Second
Amendment to Loan and Security Agreement dated August 27, 1998, that certain
Third Amendment to Loan and Security Agreement dated December 31, 1998, that
certain Fourth Amendment to Loan and Security Agreement dated May 21, 1999, that
certain Fifth Amendment to Loan and Security Agreement dated July 16, 1999, that
certain Sixth Amendment to Loan and Security Agreement dated October 28, 1999,
and that certain Seventh Amendment to Loan and Security Agreement dated November
12, 1999 (as at any time amended, the "Loan Agreement"), pursuant to which
Lenders have made certain revolving credit loans and letter of credit
accommodations to Borrowers.
Borrowers have requested that Agent and Lenders amend the terms of the
Loan Agreement to modify the Tangible Net Worth covenant and Funded Debt to
EBITDA covenant. Agent and Lenders are willing to amend the Loan Agreement on
the terms and conditions as hereinafter set forth.
NOW, THEREFORE, for TEN DOLLARS ($10.00) in hand paid and other good
and valuable consideration, the receipt and sufficiency of which are hereby
severally acknowledged, the parties hereto, intending to be legally bound
hereby, agree as follows:
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:
(a) By deleting Section 10.3.1 of the Loan Agreement
and by substituting the following new Section 10.3.1 in lieu thereof:
10.3.1. Consolidated Tangible Net Worth.
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
(b) By deleting Section 10.3.4 of the Loan Agreement and
by substituting the following new Section 10.3.4 in lieu thereof:
10.3.4. Consolidated Funded
Debt/Consolidated EBITDA. Maintain, as of the end of each
Fiscal Quarter, a ratio of Consolidated Funded Debt
/Consolidated EBITDA of not more than the ratio shown below
for the applicable period corresponding thereto:
Period Ratio
---------- ---------
Four Fiscal Quarters ending January 1, 2000 4.50 to 1.00
Four Fiscal Quarters ending April 1, 2000 5.00 to 1.00
Four Fiscal Quarters ending July 1, 2000 4.75 to 1.00
Four Fiscal Quarters ending
September 30, 2000 4.25 to 1.00
Each Fiscal Quarter after September 30, 2000 4.00 to 1.00
based upon the immediately preceding 4
Fiscal Quarters
3. Acknowledgments and Stipulations. Each 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 each Borrower); the security interests
and liens granted by each Borrower in favor of Agent are duly perfected, first
priority security interests and liens.
4. Representations and Warranties. Each Borrower represents and
warrants to Agent and Lenders, to induce Agent and Lenders 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 have been duly
authorized by all requisite corporate action on the part of such Borrower and
this Amendment has been duly executed and delivered by such Borrowers;
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. Amendment Fee; Expenses of Agent. In consideration of Agent's and
Lenders' willingness to enter into this agreement, Borrowers, jointly and
severally agree to pay Agent, for the pro-rata benefit of the Lenders, an
amendment fee in the amount of $35,000 on the date hereof. Borrowers jointly and
severally agree to pay, on demand, all costs and expenses incurred by Agent 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 Agent'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 Agent and Lenders in Atlanta, Georgia (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 Georgia.
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. Each Borrower agrees to take such further
actions as Agent and Lenders 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 Agent and Lenders to enter into this
Amendment, each Borrower hereby release, acquits and forever discharges Agent
and Lenders, and all officers, directors, agents, employees, successors and
assigns of Agent and Lenders, from any and all liabilities, claims, demands,
actions or causes or actions of any kind or nature (if there be 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 Agent and Lenders
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.
BORROWERS:
ATTEST: TROPICAL SPORTSWEAR INT'L CORPORATION
/s/ Xxxxxx X. Xxxxxx By: /s/ N. Xxxxx XxXxxxxxx
Assistant Secretary
[CORPORATE SEAL] Title: Executive Vice President
ATTEST: TROPICAL SPORTSWEAR COMPANY, INC.
/s/ Xxxxxx X. Xxxxxx By: /s/ N. Xxxxx XxXxxxxxx
Assistant Secretary
[CORPORATE SEAL] Title: Executive Vice President
ATTEST: SAVANE INTERNATIONAL CORP.
(f/k/a Farah Incorporated)
/s/ Xxxxxx X. Xxxxxx By: /s/ N. Xxxxx XxXxxxxxx
Assistant Secretary
[CORPORATE SEAL] Title: Executive Vice President
[Signatures continued on the following page]
ATTEST: APPAREL NETWORK CORPORATION
/s/ Xxxxxx X. Xxxxxx By: /s/ N. Xxxxx XxXxxxxxx
Assistant Secretary
[CORPORATE SEAL] Title: Executive Vice President
LENDERS:
FLEET CAPITAL CORPORATION
By: /s/ Xxxxxxxxx X. Xxxxxx
Title: Senior Vice President
BANC OF AMERICA COMMERCIAL CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
Title: Vice President
FIRST UNION NATIONAL BANK
By: /s/ Xxxx X. Xxxxxxx
Title: Vice President
DEUTSCHE FINANCIAL SERVICES CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
Title: Vice President
AGENT:
FLEET CAPITAL CORPORATION,
as Agent
By: /s/ Xxxxxxxxx X. Xxxxxx
Title: Senior Vice President
