TROPICAL SPORTSWEAR INT'L CORP.
TROPICAL SPORTSWEAR COMPANY, INC.
SAVANE INTERNATIONAL CORP.
APPAREL NETWORK CORP.
TSI BRANDS, INC.
TSIL, INC.
4902 W. Waters Avenue
Tampa, Florida 33634-1302
TERMINATION AGREEMENT
February 28, 2005
The CIT Group/Commercial Services, Inc., as Agent for
the Lenders party to the Loan Agreement described below
and for itself
Two Wachovia Centre, Suite 2500
301 South Tryon Street
Charlotte, North Carolina 28202
Perry Ellis International, Inc.
3000 N.W. 107th Avenue
Miami, Florida 33172
Ladies and Gentlemen:
The undersigned
Tropical
Sportswear Int'l Corporation ("TSI") and certain
of its
subsidiaries
signatory
to this
letter
(collectively
with
TSI,
the
"Borrowers"),
have advised The CIT Group/Commercial
Services, Inc. ("CIT"), in
its
capacity as agent (in such
capacity,
the
"Agent")
for the lenders
(the
"Lenders")
party to that certain
Post-Petition
Loan and
Security
Agreement,
dated December 16, 2004 (the "Loan Agreement"), among the Agent,
the Lenders and
the Borrowers, of the Borrowers' intention to repay the total
indebtedness owing
by the
Borrowers
to the
Lenders
under
the
Loan
Agreement
and all
notes,
assignments,
deeds
of
trust,
mortgages,
security
agreements,
guaranties,
instruments
and all other
documents of any nature executed and delivered by or
on behalf of the
Borrowers
to or for the
benefit of the Agent or the
Lenders
(all of which are herein collectively
referred to as the "Loan Documents") from
the
proceeds
of the cash
portion of the
purchase
price paid by Perry
Ellis
International,
Inc. ("PEI") under that certain Asset Purchase Agreement,
dated
as of
December
16,
2004,
among
certain
of
the
Borrowers,
certain
other
subsidiaries of TSI and PEI.
The total
indebtedness owing by the Borrowers to the Agent and the Lenders
under the Loan Documents,
including, without limitation,
principal,
interest,
fees,
expenses and all other
amounts
owing by or
chargeable to the Borrowers
thereunder,
but excluding the Borrowers' reimbursement obligations to the Agent
in respect of the letters of credit
described in Exhibit A attached hereto (the
"Credits"),
as of the date
hereof,
is
described
in
Exhibit B (the
"Payoff
Amount").
In reliance upon the
indemnifications set forth below, the Agent on behalf
of the Lenders
acknowledges and agrees that: (a) upon receipt of (i) the Payoff
Amount
and an amount
equal to 105% of the
outstanding
amount of the
Credits
described in Part II of Exhibit A ($745,500)
(the "Fleet Cash
Collateral")
by
federal
funds wire
transfer in the Agent's
account
set forth
below,
(ii) a
standby letter of credit in form and content satisfactory to the
Agent and issue
in a face
amount not less than 105% of the
outstanding
amount of the
Credits
described
in Part I of Exhibit A
($6,900,950.90)
(the
"Backup LC") and (iii)
evidence
satisfactory
to the Agent that the Credits
described
in Part III of
Exhibit A have been canceled (the "Cancellation Evidence") or an
amount equal to
105% of the outstanding amount of the Credits described in Part III
of Exhibit A
($2,730,000) (the "Chase Cash Collateral") by federal funds wire
transfer in the
Agent's
account set forth
below,
in each case,
by no later than 2:00 o'clock
p.m.,
eastern time, on the date hereof,
the Loan
Agreement and the other Loan
Documents shall be deemed terminated
(except for those provisions
therein that
are specifically stated to survive termination),
and all indebtedness and other
obligations
owing to the
Agent
and the
Lenders
thereunder
deemed
paid and
satisfied in full; and (b) upon its receipt of the Payoff Amount,
the Fleet Cash
Collateral,
the
Backup LC and the
Cancellation
Evidence
or the
Chase
Cash
Collateral (i) all liens and security
interests in any
Borrower's
property or
assets (other than the Fleet Cash
Collateral
and, if received,
the Chase Cash
Collateral)
which such Borrower has granted to the Agent for the benefit of the
Lenders
shall be
released,
(ii) the Agent will return to TSI all of the stock
certificates
which any Borrower has pledged to the Agent for the benefit of the
Lenders and (iii) the Agent will execute such mortgage
satisfactions
and other
agreements, and the Borrowers shall be authorized to file such
UCC-3 amendments,
in each case, as the Borrowers or PEI may reasonably
request in connection with
the Agent's
termination
of its liens and security
interests in any Borrower's
property
or
assets.
CIT hereby
confirms
that
after
giving
effect to this
Agreement,
CIT does not own any of TSI's
accounts
receivable and that CIT has
not purchased any of TSI's accounts receivable within the last 120
days.
The Payoff Amount, the Fleet Cash Collateral and the Chase Cash
Collateral,
if required as a result of the Cancellation Evidence not being
available,
shall
be wired to:
Wachovia Bank, National Association
301 South College Street
Charlotte, North Carolina 28202
ABA route number: 053000219
Account Number: 2000010099193
Account Name: The CIT Group/Commercial Services, Inc.
for credit of Tropical Sportswear
The foregoing
obligations of the Agent are expressly
conditioned upon the
acknowledgment and agreement by the Borrowers, the Agent and PEI
that:
(a) All of the Agent's
rights are
reserved
and
preserved
in and to any
checks or similar
instruments for the payment of monies heretofore received and
retained by the Agent in connection
with the Loan Documents and credited to the
Borrowers in connection with the Loan Documents, and in and to any
monies due or
to become due by reason of such checks or similar instruments,
and the proceeds
thereof, and all of the Agent's claims thereon;
(b) The
Agent may not yet have
received
full and
final
credit
for all
checks or similar
instruments for the payment of money heretofore
delivered to
the Agent by the Borrowers or the
Borrowers'
account
debtors
pursuant to the
provisions of the Loan Documents and deposited by the Agent for
collection,
the
amount of which checks and similar
instruments have
nevertheless been credited
to the
Borrowers
in the
computation
of the
Payoff
Amount.
Therefore,
the
Borrowers and PEI do hereby
jointly and severally
agree to indemnify the Agent
against
any losses
which the Agent may suffer or incur from the failure on the
part of the Agent to
collect
the full
amount of
customer's
or other
checks
previously
received by the Agent and credited to the account of the
Borrowers,
provided
that written
notice of any such losses shall be given by the Agent to
TSI and PEI before forty-five (45) days from the date hereof;
(c) In the event that after receipt by the Agent of the Payoff
Amount,
the
Agent shall receive any
collections
of any Borrower's
accounts
receivable or
other funds belonging to any Borrower, the Agent shall promptly
remit such funds
to such address or account of PEI as PEI shall direct the Agent in
writing;
(d) The Agent may immediately
apply the Fleet Cash Collateral from time to
time against the
Borrowers'
obligations to pay the Agent for amounts paid from
time to time by the
Agent to the
issuer
of a Credit
described
in Part II of
Exhibit A in respect of amounts
drawn
under such Credit plus the fees owing by
Borrowers in respect of such Credits under the Loan
Agreement.
The Agent shall
hold the Fleet Cash Collateral in respect of any Credit
described in Part II of
Exhibit A, less any amounts thereof previously applied, until the
earlier of (i)
ten (10) days after the expiration date of such Credit or (ii) the
return to the
Agent of the original of such Credit and all amendments thereto,
accompanied by
a surrender
letter executed and delivered by the
beneficiary
addressed to the
issuer in form and
substance
reasonably
satisfactory
to the Agent.
Upon the
first to occur of the
foregoing,
the Agent shall release any
remaining
Fleet
Cash Collateral held in respect of the subject Credit to TSI less
the fees owing
by Borrowers in respect of such Credits under the Loan
Agreement.
The Agent i
