EXHIBIT 4.5
Execution Copy
TROPICAL SPORTSWEAR INT'L CORPORATION
Issuer
and
EACH OF THE NEW SUBSIDIARY GUARANTORS A PARTY HERETO
the New Subsidiary Guarantors
to
SUNTRUST BANK
Trustee
Supplemental Indenture No. 1
Dated as of August 23, 2000
Subsidiary Guarantee of 11% Senior Subordinated Notes due 2008
{122852.1} 000052-00233
SUPPLEMENTAL INDENTURE NO. 1, dated as of August 23, 2000 (this
"Supplemental Indenture"), among TROPICAL SPORTSWEAR INT'L CORPORATION, a
Florida corporation (the "Company"), TSI BRANDS, INC., a Delaware corporation
("Brands"), TSIL, INC., a Delaware corporation ("TSIL" and together with Brands,
each a "New Subsidiary Guarantor" and together, the "New Subsidiary Guarantors")
and SUNTRUST BANK, a Georgia banking corporation duly organized and existing
under the laws of the State of Georgia, as Trustee (the "Trustee").
RECITALS
WHEREAS, the Company, each of the Subsidiary Guarantors listed on
Schedule 1 thereto, and the Trustee have heretofore entered into an Indenture
dated as of June 24, 1998 (as amended, supplemented or otherwise modified
through the date hereof, the "Indenture"), a form of which has been filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, as an exhibit to the Company's Registration Statement on Form S- 4
(Registration No. 333-61967), providing for the issuance from time to time of
senior subordinated debt securities of the Company (the "Securities");
WHEREAS, pursuant to Section 1308 of the Indenture each New Subsidiary
Guarantor is required to become a party to the Indenture and provide the
Subsidiary Guarantee set forth in Article XIII of the Indenture;
WHEREAS, Section 901(a) of the Indenture permits the Company, any
affected Subsidiary Guarantor and the Trustee to enter into indentures
supplemental thereto without the consent of any Holder of Securities to add any
additional Subsidiary Guarantors of the Securities;
WHEREAS, each New Subsidiary Guarantor has determined that its
execution, delivery and performance of this Supplemental Indenture directly
benefit, and are within the corporate or partnership purposes, as applicable,
and best interests of, such New Subsidiary Guarantor;
WHEREAS, the Board of Directors of each New Subsidiary Guarantor and
the Company has duly adopted resolutions authorizing such Subsidiary Guarantor
or the Company, as applicable, to execute and deliver this Supplemental
Indenture and the Board of Directors of the Subsidiary Guarantor's general
partner has duly adopted resolutions authorizing the Subsidiary Guarantor to
execute and deliver this Supplemental Indenture; and
WHEREAS, all other conditions and requirements necessary to make this
Supplemental Indenture, when duly executed and delivered, a valid and binding
agreement in accordance with its terms and for the purposes herein expressed,
have been performed and fulfilled.
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
For and in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, each
Subsidiary Guarantor hereby jointly and severally, fully absolutely,
unconditionally and irrevocably guarantees to each Holder of a Security
authenticated and delivered by the Trustee, and to the Trustee on behalf of each
Holder, the punctual payment and performance when due of all Indenture
Obligations which, for purposes of its Subsidiary Guarantee, shall also be
deemed to include all commissions, fees, charges, costs and other expenses
(including reasonable legal fees and disbursements of counsel) arising out of or
incurred by the Trustee or the Holders in connection with the enforcement of any
Subsidiary Guarantee.
ARTICLE ONE
DEFINITIONS
SECTION 1.1. Definitions. For all purposes of this Supplemental
Indenture, except as otherwise expressly provided for or unless the context
otherwise requires: (a) capitalized terms used but not defined herein shall have
the respective meanings assigned to them in the Indenture; and (b) all
references herein to Articles and Sections refer to the corresponding Articles
and Sections of this Supplemental Indenture.
ARTICLE TWO
JOINDER TO SUBSIDIARY GUARANTEE
Each New Subsidiary Guarantor hereby agrees that it is a "Subsidiary
Guarantor" under the Indenture and assumes all obligations of a "Subsidiary
Guarantor" thereunder, including, without limitation, all obligations under
Article XIII, all as if the New Subsidiary Guarantor had been an original
signatory to the Indenture.
ARTICLE THREE
MISCELLANEOUS PROVISIONS
SECTION 3.1. Ratification of Indenture. Except as expressly
modified or amended hereby, the Indenture continues in full force and effect
and is in all respects confirmed and preserved.
SECTION 3.2. Governing Law. This Supplemental Indenture shall be
governed by and construed in accordance with the laws of the State of New York.
This Supplemental Indenture is subject to the provisions of the Trust Indenture
Act of 1939, as amended and shall, to the extent applicable, be governed by such
provisions.
SECTION 3.3. Counterparts. This Supplemental Indenture may
be executed in any number of counterparts, each of which so executed shall
be deemed to be an original, but all such counterparts shall together
constitute but one and the same instrument.
SECTION 3.4. Notices. Any notice required or permitted hereunder or
under the Indenture to be given or made to either New Subsidiary Guarantor shall
be given or made in writing and mailed, first class postage prepaid, to such New
Subsidiary Guarantor at the address set forth below its signature hereon, or at
any other address previously furnished in writing to the Trustee and the Company
by such New Subsidiary Guarantor, with a copy to the Company given or made in
accordance with Section 105 of the Indenture.
SECTION 3.5. Successors and Assigns. This Supplemental Indenture shall
be binding upon each New Subsidiary Guarantor, its successors and assigns and
inure to the benefit of the successors and assigns of the Trustee and the
Holders.
SECTION 3.6. Time of the Essence. Time is of the essence
with regard to the Subsidiary Guarantor's performance of its obligations
hereunder.
SECTION 3.7. Rights of Holders Limited. Notwithstanding anything herein
to the contrary, the rights of Holders with respect to this Supplemental
Indenture and the Subsidiary Guarantee shall be limited in the manner and to the
extent the rights of Holders are limited under the Indenture with respect to the
Indenture and the Securities.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture
to be duly executed by their respective officers hereunto duly authorized, all
as of the day and year first written above.
TROPICAL SPORTSWEAR INT'L CORPORATION, as Issuer
By: /s/ N. Larry McPherson
Name: N. Larry McPherson
Title: Senior Vice President- Finance and Operations
TSI BRANDS, INC., as a New Subsidiary Guarantor
By: /s/ N. Larry McPherson
Name: N. Larry McPherson
Title: Vice President
Address for TSI Brands, Inc.
300 Delaware Avenue, Suite 900
Wilmington, Delaware 19801
TSIL, INC., as a New Subsidiary Guarantor
By: /s/ N. Larry McPherson
Name: N. Larry McPherson
Title: Vice President
Address for TSIL, Inc.
300 Delaware Avenue, Suite 1216
Wilmington, Delaware 19801
SUNTRUST BANK, as Trustee
By: /s/ George Hogan
Name: George Hogan
Title: Vice President
