EXHIBIT 10.35
JOINDER AGREEMENT
and
SUPPLEMENT TO LOAN AGREEMENT
SUPPLEMENT NO. 1 (this "Supplement") dated as of August 23, 2000, to
the Loan and Security Agreement dated June 10,1998 (as at any time supplemented
or amended, the "Loan Agreement"), by and among TROPICAL SPORTSWEAR INT?L
CORPORATION, a Florida corporation ("Tropical"); SAVANE INTERNATIONAL CORP., a
Texas corporation (formerly known as Farah Incorporated) ("Savane"), TROPICAL
SPORTSWEAR COMPANY, INC., a Delaware corporation ("TSCI"); APPAREL NETWORK
CORPORATION, a Florida corporation ("Apparel"); and each other Person that is
from time to time a Borrower under the Loan Agreement (Tropical , Savane, TSCI
and Apparel and each of the foregoing referred to herein individually as a
"Borrower" and collectively as "Borrowers"), and FLEET CAPITAL CORPORATION
("Agent"), a Rhode Island corporation, in its capacity as administrative and
collateral agent for the Lenders thereto, and Lenders. Capitalized terms used
herein, unless otherwise defined herein, shall have the meanings ascribed to
them in the Loan Agreement. The terms "herein," "hereof" and "hereunder" and
other words of similar import refer to this Supplement as a whole and not to any
particular section, paragraph or subdivision. All references to any Person shall
mean and include the successors and permitted assigns of such Person. All
references to any of the Loan Documents shall include any and all amendments or
modifications thereto and any and all restatements, extensions or renewals
thereof. Wherever the phrase "including" shall appear in this Supplement, such
word shall be understood to mean "including, without limitation."
Borrowers have requested Agent and Lenders to make Revolver Loans and
extend other credit pursuant to the Loan Agreement. Pursuant to the Loan
Agreement, each New Borrower that was not in existence on the date thereof is
required to become a party to and to enter into the Loan Agreement as a Borrower
upon becoming a New Borrower. The Loan Agreement provides that additional New
Borrowers may become Borrowers under the Loan Agreement by execution and
delivery of an instrument in the form of this Supplement. Each of the
undersigned, TSI BRANDS, INC., a Delaware corporation, and TSIL, INC., a
Delaware corporation, is a New Borrower and is executing this Supplement in
accordance with the requirements of the Loan Agreement to become a party to the
Loan Agreement in order to induce Agent and Lenders to continue to extend credit
under the Loan Agreement and as consideration for the Revolver Loans previously
made.
Accordingly, and for Ten Dollars ($10.00) in hand paid and other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged by the parties hereto, Agent and each New Borrower agree as
follows:
1. In accordance with the Loan Agreement, each New Borrower by its
signature below becomes a Borrower under the Loan Agreement with the same force
and effect as if originally named therein as a Borrower, and each New Borrower
hereby agrees to all the terms and provisions of the Loan Agreement applicable
to it as a Borrower thereunder. Each reference to a "Borrower" in the Loan
Agreement shall be deemed to include the New Borrowers. The Loan Agreement is
hereby incorporated herein by reference.
2. Each New Borrower acknowledges that it has requested Agent and
Lenders to extend financial accommodations to it and to Borrowers on a combined
basis in accordance with the provisions of the Loan Agreement, as hereby
amended. In accordance with the terms of Section 5.11 of the Loan Agreement,
each New Borrower acknowledges and agrees that it shall be jointly and severally
liable for any and all Revolver Loans and other Obligations heretofore or
hereafter made by Agent or any Lenders to any Borrower and for all interest,
fees and other charges payable in connection therewith. Each New Borrower hereby
appoints and designates Tropical as, and Tropical shall continue to act under
the Loan Agreement as, the representative of each New Borrower and each other
Borrower for all purposes, including requesting borrowings and receiving
accounts statements and other notices and communications to Borrowers (or any of
them) from Agent and Lenders. Each Loan made by Agent and Lenders under the Loan
Agreement or any of the other Loan Documents shall be disbursed to the Loan
Account of Borrowers.
3. To secure the prompt payment and performance to Agent and Lenders of
all of the Obligations, each New Borrower hereby grants to Agent, for the
benefit of itself, as Agent and for the ratable benefit of Lenders, a continuing
security interest in and Lien upon all of such Borrower's assets, including all
of the following Property and interests in Property of such Borrower, whether
now owned or existing or hereafter created, acquired or arising and wheresoever
located:
(i) All Accounts;
(ii) All Inventory;
(iii) All Instruments;
(iv) All Chattel Paper;
(v) All Documents;
(vi) All General Intangibles;
(vii) All Equipment;
(viii) All Securities, whether certificated or
uncertificated (but excluding any portion thereof that constitute Margin Stock),
and all securities entitlements;
(ix) All monies now or at any time or times hereafter
in the possession or under the control of Agent or any Lender or a bailee or
Affiliate of Agent or any Lender, including any Cash Collateral in the Cash
Collateral Account;
(x) All accessions to, substitutions for and all
replacements, products and cash and non-cash proceeds of (i) through (ix) above,
including proceeds of and unearned premiums with respect to insurance policies
insuring any of the Collateral; and
(xi) All books and records (including customer lists,
files, correspondence, tapes, computer programs, print-outs, and other computer
materials and records) of such Borrower pertaining to any of (i) through (x)
above.
4. Each New Borrower represents and warrants to Agent and Lenders that
such New Borrower is a wholly owned Subsidiary of Savane and is engaged in the
same business as the other Borrowers as part of a joint and common enterprise;
that this Supplement has been duly authorized, executed and delivered by such
New Borrower and constitutes a legal, valid and binding obligation of such New
Borrower, enforceable against it in accordance with its terms, except as the
enforceability thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors rights generally and by
general principles of equity (regardless of whether such enforceability is
considered in a proceeding at law or in equity); and that the Schedules attached
hereto contain true, accurate and complete information with respect to such New
Borrower and the matters covered by the provisions of Section 8 of the Loan
Agreement and such Schedules shall be deemed to supplement and be a part of the
Schedules to the Loan Agreement.
5. Except as otherwise expressly provided in this Supplement, 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 Supplement 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.
6. In case any provision in or obligation under this Supplement shall
be invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions or obligations, or of such
provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.
7. Each New Borrower agrees to reimburse Agent and Lenders for Agent?s
and Lenders' reasonable out-of-pocket expenses in connection with this
Supplement, including, without limitation, the fees, disbursements and other
charges of counsel for Agent and Lenders.
8. This Supplement and the other Loan Documents, together with all
other instruments, agreements and certificates executed by the parties in
connection therewith or with reference thereto, embody the entire understanding
and agreement between the parties hereto and thereto with respect to the subject
matter hereof and thereof and supersede all prior agreements, understandings and
inducements, whether express or implied, oral or written. Each of the Schedules
attached hereto is incorporated into this Supplement and by this reference made
a part hereof.
9. This Supplement and any amendments, waivers, consents or supplements
may be executed in any number of counterparts and by the different parties
hereto in separate counterparts, each of which when so executed and delivered
shall be deemed an original, but all such counterparts shall constitute but one
and the same instrument.
10. This Supplement shall be effective when accepted by Agent in
Atlanta, Georgia (each New Borrower hereby waiving notice of such acceptance)
and thereupon shall be deemed a contract made in Georgia, and shall be governed
by and construed and enforced in accordance with the laws of the State of
Georgia without regard to the conflict of laws principles thereof.
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11. 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
Supplement.
IN WITNESS WHEREOF, each New Borrower and Agent have duly executed this
Supplement under seal as of the date and year first above written.
NEW BORROWERS:
ATTEST: TSI BRANDS, INC.
/s/ Joan Dobrzynski______________ By: /s/ Greg Williams
Secretary
[CORPORATE SEAL] Title: President
Address:
300 Delaware Ave
Suite 900
Wilmington, DE 19801
ATTEST: TSIL, INC.
/s/ N. Larry McPherson By: /s/ Greg Williams
Vice President
[CORPORATE SEAL] Title: President
Address:
300 Delaware Ave
Suite 900
Wilmington, DE 19801
[Signatures continued on the following page]
Accepted in Atlanta, Georgia:
FLEET CAPITAL CORPORATION, as Agent
By: /s/ Elizabeth Waller
Title: Senior Vice President
List of Attached Schedules for each New Borrower
8.1.1 New Borrower's and its Subsidiaries' Business Locations
9.1.1 Jurisdictions in which New Borrower and its Subsidiaries are
Authorized to do Business
9.1.4 Capital Structure of New Borrower
9.1.5 Corporate Names
9.1.13 Tax Identification Numbers of New Borrower and its Subsidiaries
9.1.15 Intellectual Property
9.1.18 Contracts Restricting Rights to Incur Debts
9.1.19 Litigation
9.1.21 Capitalized and Operating Leases
9.1.22 Pension Plans
9.1.24 Labor Contracts
10.2.5 Permitted Liens
EXHIBIT 21.1
SUBSIDIARIES OF TROPICAL SPOSRTSWEAR INT'L CORPORATION
SUBSIDIARY PLACE OF INCORPORATION
Savane International Corp. Texas
Farah Manufacturing (U.K.) Limited England
Farah (Australia) Pty. Limited Australia
Farah (New Zealand) Limited New Zealand
