<PAGE>

                               FIFTH AMENDMENT TO
                  FIRST AMENDED AND RESTATED CREDIT AGREEMENT

     This FIFTH AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT 
(this "AGREEMENT") is entered into as of December 29, 1998 (the "EFFECTIVE 
DATE"), by and among Haggar Clothing Co., a Nevada corporation, f/k/a Haggar 
Apparel Company (the "COMPANY"), Haggar Corp., a Nevada corporation 
("HAGGAR"), the banks listed on the signature pages of this Agreement 
(collectively, the "BANKS"), Chase Bank of Texas, National Association, a 
national banking association, f/k/a Texas Commerce Bank National Association, 
individually and as agent (the "AGENT") for the Banks, and is consented to by 
Haggar and the domestic subsidiaries of the Company listed on the signature 
pages of this Agreement (collectively, the "SUBSIDIARIES").

                                R E C I T A L S:

     WHEREAS, pursuant to that certain First Amended and Restated Credit 
Agreement (as heretofore and herein amended, the "CREDIT AGREEMENT") dated as 
of September 18, 1996, executed by and among the Company, Haggar, the Banks 
and the Agent, the Banks agreed to make advances to the Company on certain 
terms and conditions set forth therein (each capitalized term used but not 
defined herein shall have the meaning given to such term in the Credit 
Agreement, as amended); and

     WHEREAS, the Credit Agreement has been amended by that certain First 
Amendment to First Amended and Restated Credit Agreement dated as of December 
31, 1996, that certain Second Amendment to First Amended and Restated Credit 
Agreement dated as of June 30, 1998, that certain Third Amendment to First 
Amended and Restated Credit Agreement dated as of December 15, 1997, and that 
certain Fourth Amendment to First Amended and Restated Credit Agreement dated 
as of June 30, 1998; and

     WHEREAS, the Company has requested that the Credit Agreement be amended 
to allow (i) the Company to receive an Advance in connection with the 
acquisition of Jerell, Inc., a Texas corporation ("JERELL"), and (ii) the 
acquisition of Jerell by the Company; and

     WHEREAS, the Agent and the Banks are agreeable to such request under the 
present circumstances and upon the terms and conditions as set forth below.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements 
herein contained, and other good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged and confessed, the Company, 
Haggar, the Banks and the Agent hereby agree as follows:

<PAGE>

                               A G R E E M E N T:


     1.   AMENDMENT TO DEFINITIONS. The following definition is hereby added 
to Section 1.1 of the Credit Agreement:

          "Jerell Acquisition" means the acquisition by the Company of 
Jerell, for the sum of $36,756,637 (subject to adjustment as therein 
provided), pursuant to that certain Agreement and Plan of Merger dated as of 
December 17, 1998, by and between the Company, JI Acquisition, Inc., Jerell 
and certain of Jerell's shareholders.

     2.   CONSENT. Notwithstanding Section 2.2 and Section 6.2 of the Credit 
Agreement but subject to the other terms and conditions thereof, the Banks 
consent to an Advance in connection with the Jerell Acquisition.

     3.   AMENDMENT TO SECTION 7.4(c) AND (d).  Section 7.4(c) and (d) of the 
Credit Agreement are hereby amended in their entirety to read as follows:

          (c)  Other than the Jerell Acquisition, acquire, or permit any
               Subsidiary of the Company to acquire, by purchase, lease or
               otherwise, all or substantially all of the assets or capital 
               stock of any Person, provided that such acquisitions which, when 
               added to any other acquisitions since the effective date of this 
               Agreement (other than the Jerell Acquisition) and any permitted 
               investments made pursuant to Section 7.4(d), do not exceed 
               $15,000,000 in the aggregate (including all consideration given 
               in connection with such acquisitions), may be made so long as the
               assets or Person acquired is involved in the same line of  
               business, or an integral part thereof, as is currently pursued by
               the Company Group.

          (d)  Other than the Jerell Acquisition, invest or acquire an ownership
               interest in, or permit any Subsidiary of the Company to invest or
               acquire an ownership interest in, any joint venture, partnership,
               corporation or other entity which is not an Affiliate of any 
               member of the Company Group, or otherwise invest in any new 
               business venture, provided that such investment which, when added
               to any other investments since the effective date of this 
               Agreement and any permitted acquisitions made pursuant to 
               Section 7.4(c) (other than the Jerell Acquisition), do not exceed
               $15,000,000 in the aggregate, may be made so long as no member 
               of the Company Group has any legal or contractual liability or 
               obligation in excess of such investment, and the business venture
               in which the investment is made involves the same line of 
               business, or an integral part thereof, as is currently pursued by
               the Company Group.

     4.   Jerell is currently a party to that certain Amended and Restated 
Collection Factoring Agreement (the "FACTORING AGREEMENT") executed September 
1, 1998, between Heller Financial, Inc. ("HELLER"), Jerell and San Gabriel 
Enterprises, Inc. pursuant to which Heller was granted a security 

<PAGE>

interest (the "HELLER SECURITY INTEREST") in certain collateral more 
particularly described in Section 7 of the Factoring Agreement. The Banks 
waive any Event of Default arising under Section 7.1 of the Credit Agreement 
as a result of the Heller Security Agreement provided that (i) upon the 
closing of the Jerell Acquisition and thereafter no sums shall be outstanding 
under the Factoring Agreement, (ii) upon the closing of the Jerell 
Acquisition, the Company shall give notice of termination of the Factoring 
Agreement, and (iii) the Heller Security Interest shall be released of record 
within ninety (90) days following the closing of the Jerell Acquisition and a 
copy of such recorded releases delivered to the Agent. Except as expressly 
set forth above, the waiver contained herein shall not waive any right, power 
or remedy of the Agent or the Banks or any provision of the Loan Documents.

     5.   EXECUTION OF GUARANTY. Pursuant to Section 7.11 of the Credit 
Agreement, in connection with the execution of this Agreement, Jerell and its 
Subsidiaries shall, at the closing of the Jerell Acquisition, each execute 
and deliver to the Agent a Subsidiary Guaranty in the form attached as 
Exhibit E to the Credit Agreement (collectively, the "JERELL GUARANTY").

     6.   CERTIFICATES. This Agreement shall be effective as of the date 
first above written when executed by all parties hereto and consented to by 
the Guarantors as provided on the signature pages hereto, and upon receipt by 
the Agent of the following, each in form, substance and bearing a date 
satisfactory to the Agent and its counsel (items (b), (c), (e) and (f) being 
delivered upon the closing of the Jerell Acquisition):

          (a)  A certificate of the Secretary or Assistant Secretary of the 
     Company and the Guarantors, respectively, certifying (i) that, except 
     as indicated therein, there has been no change to the articles of 
     incorporation or bylaws of the Company or the Guarantors since the same 
     were finished to the Agent in connection with the execution of the 
     Credit Agreement, (ii) as to the name and title of the officers of the 
     Company and the Guarantors and the authority of such officers to 
     execute this Agreement; and (iii) as to the existence and good standing 
     in their respective states of incorporation of the Company and the 
     Guarantors.

          (b)  A certificate of the Secretary or Assistant Secretary of 
     Jerell and its Subsidiaries certifying that (i) attached thereto are 
     true and complete copies of the articles of incorporation and bylaws of 
     Jerell and its Subsidiaries, as amended, (ii) attached thereto are 
     resolutions of the Board of Directors of Jerell and its Subsidiaries 
     authorizing execution of the Jerell Guaranty, (iii) the name and title 
     and bearing the signature of the officers of Jerell and its 
     Subsidiaries identified therein are authorized to sign the Jerell 
     Guaranty, and (iv) Jerell and its Subsidiaries are in existence and 
     good standing in their respective states of incorporation.
     
          (c)  A written opinion of the Company's, Guarantors' and Jerell's 
     and its Subsidiaries' counsel in form acceptable to the Agent and its 
     counsel.
     
          (d)  A certificate, signed by the Treasurer of the Company or the 
     Chief Financial Officer of the Company, stating that as of the date of 
     this Agreement and after giving effect 

<PAGE>

     to this Agreement the statements set forth in Sections 4.2(a), (b) 
     and (g) of the Credit Agreement are true and correct.

          (e)  The Jerell Guaranty.

          (f)  True, complete and correct copies of the documents executed 
     and delivered or to be executed and delivered by the parties in 
     connection with the Jerell Acquisition.

     7.   EFFECTIVENESS OF DOCUMENTS.  Except as expressly modified hereby, 
all terms, provisions, representations, warranties, covenants and agreements 
of the Company and Haggar related to the Loans, whether contained in the 
Notes, the Credit Agreement and/or any of the other Loan Documents, are 
hereby ratified and confirmed by the Company and Haggar, and all such 
agreements shall be and shall remain in fill force and effect, enforceable in 
accordance with their terms.

     8.   NO CLAIMS OR DEFENSES. Each of the Company and Haggar, by the 
execution of this Agreement, hereby declares that it has no offsets, claims, 
counterclaims, defenses or other causes of action against the Agent or the 
Banks related to any Loan, the Credit Agreement, any of the other Loan 
Documents or the modification of the Credit Agreement pursuant to this 
Agreement.

     9.   AUTHORITY.  Each of the Company and Haggar represents and warrants 
that all requisite corporate action necessary for it to enter into this 
Agreement has been taken.

     10.  BINDING AGREEMENT. This Agreement shall be binding upon, and shall 
inure to the benefit of, each party hereto and such party's legal 
representatives, successors and assigns.

     11.  ENTIRE AGREEMENT. THIS AGREEMENT AND THE LOAN DOCUMENTS REPRESENT 
THE FINAL AGREEMENT AMONG THE PARTIES HERETO AND MAY NOT BE CONTRADICTED BY 
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS AMONG THE 
PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES 
HERETO.

     12.  CHOICE OF LAW.  THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE 
WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS, 
BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

     13.  COUNTERPARTS. This Agreement may be executed in any number of 
counterparts, all of which taken together shall constitute one agreement, and 
any of the parties hereto may execute this Agreement by signing any such 
counterpart.

                       [SEE SIGNATURES ON ATTACHED PAGES]

<PAGE>

     EXECUTED as of the date first above written.


                             HAGGAR CLOTHING CO., a Nevada corporation, f/k/a 
                             Haggar Apparel Company


                             By:  /s/ J. M. Haggar III
                                -----------------------------------------------
                                  J. M. Haggar, III
                                  Chief Executive Officer
        
        
                             HAGGAR CORP., a Nevada corporation
        
        
                             By:  /s/ J.M. Haggar III
                                -----------------------------------------------
                                  J. M. Haggar, III
                                  Chief Executive Officer
        
        
THE BANKS                    CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, f/k/a 
                             TEXAS COMMERCE BANK National Association, 
$22,222,222.22               Individually, as the Agent


                             By:  /s/ John P.Dean
                                -----------------------------------------------
                                  John P.Dean
                                  Senior Vice President


$22,222,222.22               NATIONSBANK, N.A.,
                             successor-in-interest by merger to NationsBank of 
                             Texas, N.A.


                             By:  /s/ Leesa C. Sluder
                                -----------------------------------------------
                                  Leesa C. Sluder
                                  Senior Vice President


<PAGE>

$18,518,518.51               COMERICA BANK - TEXAS


                             By:  /s/ Paul L. Strange
                                -----------------------------------------------
                                  Paul L. Strange
                                  Vice President


$11,111,111.12               THE FIRST NATIONAL BANK OF CHICAGO


                             By:  /s/ Jenny A. Gilpin
                                -----------------------------------------------
                                  Jenny A. Gilpin
                                  Vice President



$14,814,814.81               THE BANK OF TOKYO-MITSUBISHI, LTD.,
                             DALLAS OFFICE


                             By:  /s/ Douglas M. Barnell
                                -----------------------------------------------
                                  Douglas M. Barnell
                                  Vice President



$11,111,111.12               NATIONAL CITY BANK, KENTUCKY,
                             f/k/a First National Bank of Louisville


                             By:  /s/ Donald R. Pullen, Jr.
                                -----------------------------------------------
                                  Donald R. Pullen, Jr.
                                  Vice President

<PAGE>

                              CONSENT OF HAGGAR

     Haggar hereby (a) acknowledges its consent to this Agreement, (b) 
ratifies and confirms all terms and provisions of the Parent Guaranty, (c) 
agrees that the Parent Guaranty is and shall remain in full force and effect, 
(d) acknowledges that there are no claims or offsets against, or defenses or 
counterclaims to, the terms and provisions of and the obligations created and 
evidenced by the Parent Guaranty, (e) reaffirms all agreements and 
obligations under the Parent Guaranty with respect to the Loans, the Notes, 
the Credit Agreement and all other documents, instruments or agreements 
governing, securing or pertaining to the Loans, as the same may be modified 
by this Agreement, and (f) represents and warrants that all requisite 
corporate action necessary for it to execute this Agreement has been taken.

                             HAGGAR CORP.,
                             a Nevada corporation


                             By: /s/ J. M. Haggar III
                                 ----------------------------------------------
                                   J. M. Haggar, III
                                   Chief Executive Officer



                             Dated as of December 29, 1998.

<PAGE>
                        CONSENT OF DOMESTIC SUBSIDIARIES

     Each of the undersigned Subsidiaries hereby (a) acknowledges its consent 
to this Agreement, (b) ratifies and confirms all terms and provisions of the 
Subsidiary Guaranty to which it is a signatory, (c) agrees that the 
Subsidiary Guaranty to which it is a signatory is and shall remain in full 
force and effect, (d) acknowledges that there are no claims or offsets 
against, or defenses or counterclaims to, the terms and provisions of and the 
obligations created and evidenced by the Subsidiary Guaranty to which it is a 
signatory, (e) reaffirms all agreements and obligations under the Subsidiary 
Guaranty to which it is a signatory with respect to the Loans, the Notes, the 
Credit Agreement and all other documents, instruments or agreements 
governing, securing or pertaining to the Loans, as the same may be modified 
by this Agreement, and (f) represents and warrants that all requisite 
corporate action necessary for it to execute this Agreement has been taken.


                             BOWIE MANUFACTURING COMPANY,
                             a Nevada corporation


                             By: /s/ J. M. Haggar III
                                 ----------------------------------------------
                                  J. M. Haggar, III
                                  Chairman/Chief Executive Officer


                             CORSICANA COMPANY,
                             a Nevada corporation


                             By: /s/ J. M. Haggar III
                                 ----------------------------------------------
                                   J. M. Haggar, III
                                   Chairman/Chief Executive Officer

<PAGE>

                             DALLAS PANT MANUFACTURING COMPANY,
                             a Nevada corporation
    
    
                             By: /s/ J. M. Haggar III
                                 ----------------------------------------------
                                   J. M. Haggar, III
                                   Chairman/Chief Executive Officer
    
    
                             GREENVILLE PANT MANUFACTURING
                             COMPANY, a Nevada corporation
    
    
                             By: /s/ J. M. Haggar III
                                 ----------------------------------------------
                                   J. M. Haggar, III
                                   Chairman/Chief Executive Officer
    
    
                             MCKINNEY PANT MANUFACTURING COMPANY,
                             a Nevada corporation
    
    
                             By: /s/ J. M. Haggar III
                                 ----------------------------------------------
                                   J. M. Haggar, III
                                   Chairman/Chief Executive Officer
    
    
                             OLNEY MANUFACTURING COMPANY,
                             a Nevada corporation
    
    
                             By: /s/ J. M. Haggar III
                                 ----------------------------------------------
                                   J. M. Haggar, III
                                   Chairman/Chief Executive Officer
    
    
                             WAXAHACHIE GARMENT COMPANY,
                             a Nevada corporation
    
    
                             By: /s/ J. M. Haggar III
                                 ----------------------------------------------
                                   J. M. Haggar, III
                                   Chairman/Chief Executive Officer
    
<PAGE>

                             LA ROMANA MANUFACTURING CORPORATION,
                             a Nevada corporation
    
    
                             By: /s/ J. M. Haggar III
                                 ----------------------------------------------
                                   J. M. Haggar, III
                                   Chairman/Chief Executive Officer
    
    
                             HAGGAR SERVICES, INC.,
                             a Texas corporation
    
    
                             By: /s/ J. M. Haggar III
                                 ----------------------------------------------
                                   J. M. Haggar, III
                                   Chairman/Chief Executive Officer
    
    
                             AIRHAGGAR, INC., f/k/a HAGAIR, INC.,
                             a Texas corporation
    
    
                             By: /s/ J. M. Haggar III
                                 ----------------------------------------------
                                   J. M. Haggar, III
                                   Chairman/Chief Executive Officer
    
    
                             DUNCAN MANUFACTURING COMPANY,
                             an Oklahoma corporation
    
    
                             By: /s/ J. M. Haggar III
                                 ----------------------------------------------
                                   J. M. Haggar, III
                                   Chairman/Chief Executive Officer

<PAGE>

                             WESLACO CUTTING, INC.,
                             a Nevada corporation
    
    
                             By: /s/ J. M. Haggar III
                                 ----------------------------------------------
                                   J. M. Haggar, III
                                   Chairman/Chief Executive Officer
    
    
                             WESLACO SEWING, INC.,
                             a Nevada corporation
    
    
                             By: /s/ J. M. Haggar III
                                 ----------------------------------------------
                                   J. M. Haggar, III
                                   Chairman/Chief Executive Officer
    
    
                             HAGGAR DIRECT, INC.,
                             a Nevada corporation
    
    
                             By: /s/ J. M. Haggar III
                                 ----------------------------------------------
                                   J. M. Haggar, III
                                   Chairman/Chief Executive Officer
    
    
                             Dated as of December 29, 1998.