Exhibit

10(a)




 




FIRST AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT




 




THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED

CREDIT AGREEMENT (the “Amendment”), dated as of December 11, 2002, (the

“Amendment Date”) is among HAGGAR CLOTHING CO. (“Company”),

HAGGAR CORP. (“Haggar”), each of the banks which are party hereto

(individually a “Bank” and collectively, the “Banks”) and

JPMORGAN CHASE BANK, (formerly The Chase Manhattan Bank) individually as a Bank

and as Agent for itself and the other Banks (in such capacity as Agent,

together with its successors in such capacity, “Agent”).




 




RECITALS:




 




A.            Pursuant

to that certain Second Amended and Restated Credit Agreement dated June 13,

2002 (as the same may be amended, restated or otherwise modified from time to

time, the “Agreement”), the banks party thereto agreed to make Loans to

Company as set forth therein.




 




B.            Company

and Haggar have requested that the Banks agree to modify the Agreement as

herein set forth.  The Banks are willing

to do so upon the terms and provisions of this Amendment.




 




NOW, THEREFORE, in consideration of the premises

herein contained and other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereto agree as

follows, effective as of the Amendment Date, unless otherwise indicated:




 




ARTICLE 1.




 




Definitions




 




Section 1.1.            Definitions.  Capitalized

terms used in this Amendment, to the extent not otherwise defined herein, shall

have the same meanings as in the Agreement, as amended hereby.




 




ARTICLE 2.




 




Amendment




 




Section 2.1.            Amendment

to Section 1.1 of the Agreement. Clause (a) of the definition of

“Permitted Indebtedness” contained in Section 1.1 of the Agreement is

amended and restated in its entirety to read as follows:




 




(a)           obligations

to reimburse advances made under commercial letters of credit or similar

instruments (other than Letters of Credit) incurred in the ordinary course of

business but only to the extent that the aggregate outstanding amount thereof

does not exceed $75,000,000;




 




ARTICLE 3.





Miscellaneous




 




Section 3.1.            Ratifications.  The terms and provisions set forth in this

Amendment shall modify and supersede all inconsistent terms and provisions set

forth in the Agreement and except as expressly modified and superseded by this

Amendment, the terms and provisions of the Agreement and the other Loan

Documents are ratified and confirmed and shall continue in full force and

effect.




 




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Section 3.2.            Representations

and Warranties.  Company and Haggar

hereby represent and warrant to Agent and the Banks as follows:  (a) no Default exists and (b) the

representations and warranties set forth in the Loan Documents are true and

correct in all material respects on and as of the date hereof with the same

effect as though made on and as of such date except with respect to any

representations and warranties limited by their terms to a specific date.




 




Section 3.3.            Survival

of Representations and Warranties. 

All representations and warranties made in this Amendment shall survive

the execution and delivery of this Amendment, and no investigation by Agent or

any Bank or any closing shall affect the representations and warranties or the

right of Agent or any Bank to rely upon them.




 




Section 3.4.            Reference

to Agreement.  Each of the Loan

Documents, including the Agreement, are hereby amended so that any reference in

such Loan Documents to the Agreement shall mean a reference to the Agreement as

amended hereby.




 




Section 3.5.            Expenses

of Bank.  As provided in the

Agreement, Company agrees to pay on demand all costs and expenses incurred by

Agent or any Bank in connection with the preparation, negotiation, and

execution of this Amendment, including without limitation, the costs and fees

of Agent’s and each Bank’s legal counsel.




 




Section 3.6.            Severability.  Any provision of this Amendment held by a

court of competent jurisdiction to be invalid or unenforceable shall not impair

or invalidate the remainder of this Amendment and the effect thereof shall be

confined to the provision so held to be invalid or unenforceable.




 




Section 3.7.            Applicable

Law.  This Amendment and all other

Loan Documents shall be governed by and construed in accordance with the laws

of the State of Texas and the applicable laws of the United States of America.




 




Section 3.8.            Successors

and Assigns.  This Amendment is

binding upon and shall inure to the benefit of Agent, each Bank, Company and

Haggar and their respective successors and assigns, except that neither Company

or Haggar may assign or transfer any of its rights or obligations hereunder

without the prior written consent of the Banks.




 




Section 3.9.            Counterparts.  This Amendment may be executed in one or

more counterparts and on telecopy counterparts, each of which when so executed

shall be deemed to be an original, but all of which when taken together shall

constitute one and the same agreement.




 




Section 3.10.          Effect

of Waiver.  No consent or waiver,

express or implied, by Agent or any Bank to or for any breach of or deviation

from any covenant, condition or duty by any Obligated Party shall be deemed a

consent or waiver to or of any other breach of the same or any other covenant,

condition or duty.




 




Section 3.11.          Headings.  The headings, captions, and arrangements

used in this Amendment are for convenience only and shall not affect the

interpretation of this Amendment.




 




Section 3.12.          ENTIRE

AGREEMENT.  THIS AMENDMENT EMBODIES

THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDES ANY AND ALL

PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER

WRITTEN OR ORAL, RELATING TO THIS AMENDMENT, AND MAY NOT BE CONTRADICTED OR

VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR 




 




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SUBSEQUENT ORAL

AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO.  THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO.




 




Section 3.13.          Required

Banks.  The Agreement may be

modified as provided in this Amendment with the agreement of the Required Banks

which means the Banks having sixty percent (60%) of the sum of (i) the

aggregate unpaid principal amount of the outstanding Loans plus (ii) the Letter

of Credit Exposure (such percentage applicable to a Bank, herein such Bank’s “Required

Bank Percentage”).  For purposes of

determining the effectiveness of this Amendment, each Bank’s Required Bank

Percentage is set forth on Schedule 3.13 hereto.




 




EXECUTED as of the date first written above.




 




	

   


  	

  Company and Haggar:


  
	

   


  	

   


  
	

   


  	

  HAGGAR CLOTHING

  CO., a Nevada corporation


  
	

   


  	

  HAGGAR CORP., a

  Nevada corporation


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ J. M.

  Haggar, III


  
	

   


  	

   


  	

  J. M Haggar, III


  
	

   


  	

   


  	

  Chief Executive

  Officer for both


  
	

   


  	

   


  
	

   


  	

  Agent:


  
	

   


  	

   


  
	

   


  	

  JPMORGAN

  (formerly The Chase Manhattan Bank),


  Individually and as Agent


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Brian

  McDougal


  
	

   


  	

   


  	

  Name:


  	

  Brian McDougal


  
	

   


  	

   


  	

  Title:


  	

  Vice President


  
	

   


  	

   


  
	

   


  	

  Banks:


  
	

   


  	

   


  
	

   


  	

  GUARANTY BANK


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Robert S.

  Hays


  
	

   


  	

   


  	

  Name:


  	

  Robert S. Hays


  
	

   


  	

   


  	

  Title:


  	

  Senior Vice

  President


  
	

   


  	

   


  
	

   


  	

  COMERICA BANK –

  TEXAS


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Margareth

  Fanini


  
	

   


  	

   


  	

  Name:


  	

  Margareth Fanini


  
	

   


  	

   


  	

  Title:


  	

  Assistant Vice

  President


  





 




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  BANK OF AMERICA,

  N.A.


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Chitt

  Swamidasan


  
	

   


  	

   


  	

  Name:


  	

  Chitt Swamidasan


  
	

   


  	

   


  	

  Title:


  	

  Principal


  
	

   


  	

   


  
	

   


  	

  SOUTHWEST BANK

  OF TEXAS, N.A.


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Preston

  Moore


  
	

   


  	

   


  	

  Name:


  	

  Preston Moore


  
	

   


  	

   


  	

  Title:


  	

  Senior Vice

  President


  
	

   


  	

   


  
	

   


  	

  U.S. BANK

  NATIONAL ASSOCIATION


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ John A.

  Holland


  
	

   


  	

   


  	

  Name:


  	

  John A. Holland


  
	

   


  	

   


  	

  Title:


  	

  Senior Vice

  President


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  THE BANK OF NOVA

  SCOTIA


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Chris J.

  Allen


  
	

   


  	

   


  	

  Name:


  	

  Chris J. Allen


  
	

   


  	

   


  	

  Title:


  	

  Managing

  Director & Office Head


  





 




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CONSENT OF DOMESTIC SUBSIDIARIES




 




Each of the undersigned Subsidiaries hereby

(a) agrees that the Subsidiary Guaranty to which it is a signatory is and

shall remain in full force and effect; (b) ratifies and confirms all terms

and provisions of the Subsidiary Guaranty to which it is a signatory,

(c) acknowledges its consent and agreement to the Amendment,

(d) reaffirms all agreements and obligations under the Subsidiary Guaranty

to which it is a signatory, with respect to the Loans, the Notes, the Agreement

and all other documents, instruments or agreements governing, securing or

pertaining to the Loans, and (f) represents and warrants that all

requisite corporate action necessary for it to execute this Consent of Domestic

Subsidiaries has been taken.




 




BOWIE MANUFACTURING COMPANY, a Nevada corporation




CORSICANA COMPANY, a Nevada corporation




DALLAS PANT MANUFACTURING COMPANY, a Nevada

corporation




GREENVILLE PANT MANUFACTURING COMPANY, a Nevada

corporation




MCKINNEY PANT MANUFACTURING COMPANY, a Nevada

corporation




OLNEY MANUFACTURING COMPANY, a Nevada corporation




WAXAHACHIE GARMENT COMPANY, a Nevada corporation




LA ROMANA MANUFACTURING CORPORATION, a Nevada

corporation




HAGGAR SERVICES, INC., a Texas corporation




DUNCAN MANUFACTURING COMPANY, an Oklahoma corporation




WESLACO CUTTING, INC., a Nevada corporation




WESLACO SEWING, INC., a Nevada corporation




HAGGAR DIRECT, INC., a Nevada corporation




SAN GABRIEL ENTERPRISES, INC., a Texas corporation




MULTIPLES, U.S.A., INC., a Texas corporation




EDINBURG DIRECT GARMENT COMPANY, INC., a Texas

corporation




WESLACO DIRECT CUTTING COMPANY, INC., a Texas

corporation




HAGGAR.COM, INC., a Texas corporation




JERELL CLOTHING MANAGEMENT, INC., a Texas corporation




JERELL, LTD, a Texas limited partnership




HAGGAR CANADA, INC, a Nevada corporation




 




	

   


  	

  By:


  	

  /s/ J. M.

  Haggar, III


  
	

   


  	

   


  	

  J. M. Haggar,

  III


  
	

   


  	

   


  	

  Chairman/Chief

  Executive Officer of each Subsidiary


  





 




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SCHEDULE 3.13




to




HAGGAR  CORP.




 




FIRST AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT




 




REQUIRED BANK

PERCENTAGE




 




	

  Bank


  	

   


  	

  Required

  Bank


  Percentage Held


  	

   


  	

  Banks

  Agreeing to First


  Amendment (insert        % from 


  prior column if Bank signs


  First Amendment then total        %


  in this column)


  	

   


  
	

  JPMorgan Chase Bank


  	

   


  	

  17.272727273


  	

  %


  	

  17.272727273


  	

  %


  
	

  Comerica Bank


  	

   


  	

  15.454545455


  	

  %


  	

  15.454545455


  	

  %


  
	

  Guaranty Bank


  	

   


  	

  15.454545455


  	

  %


  	

  15.454545455


  	

  %


  
	

  Bank of America, N.A.


  	

   


  	

  13.636363636


  	

  %


  	

  13.636363636


  	

  %


  
	

  Southwest Bank of Texas, N.A.


  	

   


  	

  12.727272727


  	

  %


  	

  12.727272727


  	

  %


  
	

  U.S. Bank National Association


  	

   


  	

  12.727272727


  	

  %


  	

  12.727272727


  	

  %


  
	

  The Bank of Nova Scotia


  	

   


  	

  12.727272727


  	

  %


  	

  12.727272727


  	

  %


  
	

  TOTAL


  	

   


  	

  100.00


  	

  %


  	

  100.00


  	

  %


  





 




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