**Exhibit 10(n)**

 

FIRST AMENDMENT TO COMMERCIAL CONTRACT -IMPROVED PROPERTY

 

This FIRSTAMENDMENT TO COMMERCIAL CONTRACT - IMPROVED PROPERTY (this “Amendment”) is madeas of May 6, 2003 by and between Haggar Clothing Co. (“Seller”) and PPMSpecialists, Ltd. (“Buyer”).

 

R E C I T A L S:

 

A.                                   Sellerand Buyer entered into that certain Commercial Contract - Improved Property(the “Contract”) dated February 14, 2003 pertaining to certain property locatedat 6113 Lemmon Avenue, Dallas, Texas (the “Property”).

 

B.                                     Buyerdesires to conduct certain testing of the Property for the presence of asbestosand asbestos containing materials.

 

C.                                     Sellerand Buyer have agreed to modify the Contract to set forth the obligations ofthe parties in connection with the asbestos testing.

 

NOW,THEREFORE, for good and valuable consideration, the parties agree as follows:

 

1.                                       Capitalizedterms not otherwise defined herein shall have the meaning assigned such termsin the Contract.

 

2.                                       Thenext to the last sentence of Section 7B(2)(d) of the Contract (which sentencebegins “Notwithstanding the foregoing”) is deleted in its entirety.

 

3.                                       Thefollowing are added as Sections 7B(2)(e) and (f) to the Contract:

 

(e)                                  Notwithstandingthe foregoing, Buyer’s indemnification obligations under this Section 7B(2)shall not extend to or cover any claims, liabilities, causes of action orexpense arising out of the discovery of hazardous substances or materials, norshall it cover any diminution in the value of the Property as a consequence ofthe results revealed by the Buyer’s tests and inspections.

 

(f)                                    Thefollowing agreements shall apply to any sampling or testing of the Property forasbestos or asbestos containing materials (collectively, “Asbestos”) conductedon the Property by Buyer or its agents (“Asbestos Testing”):

 

(i)                                     Buyeragrees to (x) conduct and perform all Asbestos Testing in complete compliancewith all applicable laws and regulations and (y) take prudent steps to protectSeller’s employees during Buyer’s activities on the Property. Prior tocommencement of the Asbestos Testing, Buyer will

 

1

----

 

obtain allpermits, licenses, and authorizations that may be required for the AsbestosTesting to be performed.

 

(ii)                                  Buyershall be responsible for the proper and lawful disposal of all samples andother materials generated by Buyer from the Property as a result of theAsbestos Testing. Buyer shall remove and clean up any Asbestos released at theProperty, including inside any buildings or structures, and Buyer, not Seller,will be identified as the generator on any hazardous waste or similar manifestsor shipment and disposal documents for any such materials generated by Buyer.

 

(iii)                               Buyershall enter the Property and perform the Asbestos Testing at its own risk,subject to all existing surface and subsurface conditions and any conditions inany buildings or structures on the Property. Buyer is solely responsible forall costs and expenses incurred in performing the Asbestos Testing. Infurtherance but not limitation of the indemnity set forth above. Buyer agreesto indemnify, defend and hold harmless Seller from and against any and allclaims of third parties (including, without limitation, employees of Seller)for injury to persons or damage to their property resulting from the activitiesof Buyer on the Property in connection with the Asbestos Testing, **INCLUDING ANY AND ALL CLAIMS, LIABILITIES AND DAMAGESARISING AS A RESULT OF STRICT LIABILITY.**

 

(iv)                              Theterm Buyer as used in this Section 7B(2)(f) includes Buyer and any consultants,agents and engineers performing the Asbestos Testing on behalf of Buyer.

 

(v)                                 Allof the Asbestos Testing shall be conducted in a timely manner after regularbusiness hours of Seller. Seller may have a representative or agent present atall times during performance of the Asbestos Testing. Buyer shall coordinatethe timing of the Asbestos Testing with Seller in such regard.

 

(vi)                              Buyeragrees to repair any physical damage to the buildings or fixtures or personalproperty in the buildings caused by the Asbestos Testing within ten (10) daysafter the conclusion of the Asbestos Testing, which repair shall includetexturing and repainting of any walls damaged by the Asbestos Testing.

 

4.                                       Thefirst sentence of Section 9A of the Contract is deleted and the following issubstituted in lieu thereof:

 

2

----

 

The closing ofthe sale will be on or before July 16, 2003 or within 7 days after objectionsto title have been cured, whichever is later (the closing date).

 

5.                                       Notwithstandinganything to the contrary contained in the Contract:

 

(a)                                  TheSeller’s Review Period shall end at 5:00 p.m., C.S.T., on June 2, 2003.

 

(b)                                 TheInspection Period shall end at 5:00 p.m., C.S.T., on July 2, 2003.

 

6.                                       Exceptas expressly amended hereby, the Contract remains unmodified and in full forceand effect.

 

7.                                       ThisAmendment may be executed in any number of counterparts with the same effect asif all parties hereto had signed the same document. All such counterparts shallbe construed together and shall constitute one instrument, but in making proofhereof it shall only be necessary to produce one such counterpart.

 

 
|   | HAGGAR  CLOTHING CO.   |
|--------|------------------------|
|   |                   |
|   |                   |
|   | By:                    |    /s/  Frank D. Bracken |   |
|   |                   | Name: |    Frank  D. Bracken |   |
|   |                   | Title: |    President  & Chief Operating Officer |   |
|   |                   |
|   | PPM  SPECIALISTS, LTD. |
|   |                   |
|   | By:                    | PPM  Specialist of Texas, Inc., general partner |
|   |                   |
|   |                   |
|   |                   | By: |   |   |
|   |                   | Name: |   |   |
|   |                   | Title: |   |   |
|        |                        |  |  |  |  |  |  |  |  |

 

3

----