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