**Exhibit 10(a)**

 

SECONDAMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

THIS SECOND AMENDMENT TOSECOND AMENDED AND RESTATED CREDIT AGREEMENT (the “Amendment”), dated asof June 6, 2003, (the “Amendment Date”) is among HAGGAR CLOTHING CO. (“Company”),HAGGAR CORP. (“Haggar”), each of the banks which are party hereto andJPMORGAN CHASE BANK, (formerly The Chase Manhattan Bank) individually as a Bankand 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 andRestated Credit Agreement dated June 13, 2002 among the Company, Haggar, eachof the banks which are parties thereto (individually a “Bank” andcollectively, the “Banks”) and the Agent (as the same has been amendedby that certain First Amendment to Second Amended and Restated Credit Agreementdated December 11, 2002 and may be further amended, restated or otherwisemodified from time to time, the “Agreement”), the banks party theretoagreed to make Loans to Company as set forth therein.

 

B.                                     Company and Haggar have requested that theBanks agree to modify the Agreement as herein set forth.  The Banks party hereto are willing to do soupon the terms and provisions of this Amendment.

 

NOW, THEREFORE, inconsideration of the premises herein contained and other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged,the parties hereto agree as follows, effective as of the Amendment Date, unlessotherwise indicated:

 

ARTICLE 1.

 

Definitions

 

Section1.1.                                   Definitions. Capitalized terms used in this Amendment, to the extent not otherwisedefined herein, shall have the same meanings as in the Agreement, as amendedhereby.

 

ARTICLE 2.

 

Amendment

 

Section2.1.                                   Amendment to Section 7.15 of the Agreement.  Section7.15 of the Agreement is amended and restated in its entirety to read asfollows:

 

7.15                           CapitalExpenditures Limitation.  Make oragree to make Capital Expenditures during any fiscal year in excess of anamount equal to ten percent (10%) of the Company Group’s Net Worth; providedthat neither the expenditures for (a) the repair or replacement of propertywith insurance proceeds (to the extent such expenditures do not exceed the netcash amount of such insurance proceeds) nor (b) the purchase of the Company’snew headquarters located at 11511 Luna Road in an amount equal to the aggregateamount of proceeds received from the sale of the Company’s current headquarterslocated at 6113 Lemmon Avenue, shall be included in Capital Expenditures forpurposes of the foregoing calculation.

 

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ARTICLE 3.

 

Miscellaneous

 

Section3.1.                                   Ratifications.  Theterms and provisions set forth in this Amendment shall modify and supersede allinconsistent terms and provisions set forth in the Agreement and except asexpressly modified and superseded by this Amendment, the terms and provisionsof the Agreement and the other Loan Documents are ratified and confirmed andshall continue in full force and effect.

 

Section 3.2.                                   Representations and Warranties. Company and Haggar hereby represent and warrant to Agent and the Banksas follows:  (a) no Default exists and(b) the representations and warranties set forth in the Loan Documents are trueand correct in all material respects on and as of the date hereof with the sameeffect as though made on and as of such date except with respect to anyrepresentations and warranties limited by their terms to a specific date.

 

Section 3.3.                                   Survival of Representations and Warranties.  Allrepresentations and warranties made in this Amendment shall survive theexecution and delivery of this Amendment, and no investigation by Agent or anyBank or any closing shall affect the representations and warranties or theright 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 amendedso that any reference in such Loan Documents to the Agreement shall mean areference to the Agreement as amended hereby.

 

Section 3.5.                                   Expenses of Agent.  Asprovided in the Agreement, Company agrees to pay on demand all costs andexpenses incurred by Agent or any Bank in connection with the preparation,negotiation, and execution of this Amendment, including without limitation, thecosts and fees of Agent’s and each Bank’s legal counsel.

 

Section 3.6.                                   Severability.  Anyprovision of this Amendment held by a court of competent jurisdiction to beinvalid or unenforceable shall not impair or invalidate the remainder of thisAmendment and the effect thereof shall be confined to the provision so held tobe invalid or unenforceable.

 

Section 3.7.                                   Applicable Law. This Amendment and all other Loan Documents shall be governed by andconstrued in accordance with the laws of the State of Texas and the applicablelaws 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 rightsor 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 ontelecopy counterparts, each of which when so executed shall be deemed to be anoriginal, but all of which when taken together shall constitute one and thesame agreement.

 

Section 3.10.                             Effect of Waiver.  Noconsent or waiver, express or implied, by Agent or any Bank to or for anybreach of or deviation from any covenant, condition or duty by any ObligatedParty shall be deemed a consent or waiver to or of any other breach of the sameor any other covenant, condition or duty.

 

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Section 3.11.                             Headings.  The headings, captions, and arrangementsused in this Amendment are for convenience only and shall not affect theinterpretation of this Amendment.

 

Section 3.12.                             ENTIREAGREEMENT.  THIS AMENDMENT EMBODIESTHE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDES ANY AND ALLPRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHERWRITTEN OR ORAL, RELATING TO THIS AMENDMENT, AND MAY NOT BE CONTRADICTED ORVARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS ORDISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THEPARTIES HERETO.

 

Section 3.13.                             RequiredBanks.  The Agreement may bemodified as provided in this Amendment with the agreement of the Required Bankswhich means the Banks having sixty percent (60%) of the sum of (i) theaggregate unpaid principal amount of the outstanding Loans plus (ii) the Letterof Credit Exposure (such percentage applicable to a Bank, herein such Bank’s “RequiredBank Percentage”). For purposes of determining the effectiveness of thisAmendment, each Bank’s Required Bank Percentage is set forth on Schedule3.13 hereto.

 

EXECUTED as ofthe 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  CHASE BANK (formerly The Chase  Manhattan Bank), Individually and as Agent |
|   |                                                                                 |
|   |                                                                                 |
|   | By:                                                                                  |   |
|   |                                                                                 | Name: |   |
|   |                                                                                 | Title: |   |
|   |                                                                                 |
|   | **Banks:**                                                                           |
|   |                                                                                 |
|   | GUARANTY  BANK                                                                       |
|   |                                                                                 |
|   |                                                                                 |
|   | By:                                                                                  |   |
|   |                                                                                 | Name: |   |
|   |                                                                                 | Title: |   |

 

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Section 3.11.                             Headings.  The headings, captions, and arrangementsused in this Amendment are for convenience only and shall not affect theinterpretation of this Amendment.

 

Section 3.12.                             ENTIREAGREEMENT.  THIS AMENDMENT EMBODIESTHE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDES ANY AND ALLPRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHERWRITTEN OR ORAL, RELATING TO THIS AMENDMENT, AND MAY NOT BE CONTRADICTED ORVARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS ORDISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THEPARTIES HERETO.

 

Section 3.13.                             RequiredBanks.  The Agreement may bemodified as provided in this Amendment with the agreement of the Required Bankswhich means the Banks having sixty percent (60%) of the sum of (i) the aggregateunpaid principal amount of the outstanding Loans plus (ii) the Letter of CreditExposure (such percentage applicable to a Bank, herein such Bank’s “RequiredBank Percentage”). For purposes of determining the effectiveness of thisAmendment, each Bank’s Required Bank Percentage is set forth on Schedule3.13 hereto.

 

EXECUTED as ofthe date first written above.

 
|   | **Company and Haggar:**                                                              |
|--------|--------------------------------------------------------------------------------------|
|   |                                                                                 |
|   | HAGGAR  CLOTHING CO., a Nevada corporation                                           |
|   | HAGGAR  CORP., a Nevada corporation                                                  |
|   |                                                                                 |
|   |                                                                                 |
|   | By:                                                                                  |   |
|   |                                                                                 | J. M.  Haggar, III |
|   |                                                                                 | Chief  Executive Officer for both |
|   |                                                                                 |
|   | **Agent:**                                                                           |
|   |                                                                                 |
|   | JPMORGAN  CHASE BANK (formerly The Chase  Manhattan Bank), Individually and as Agent |
|   |                                                                                 |
|   |                                                                                 |
|   | By:                                                                                  |     /s/  Brian McDougal |
|   |                                                                                 | Name: | Brian McDougal, Vice President |   |
|   |                                                                                 | Title: | JPMorgan Chase Bank |   |
|   |                                                                                 |
|   | **Banks:**                                                                           |
|   |                                                                                 |
|   | GUARANTY  BANK                                                                       |
|   |                                                                                 |
|   |                                                                                 |
|   | By:                                                                                  |   |
|   |                                                                                 | Name: |   |
|   |                                                                                 | Title: |   |

 

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Section 3.11.                             Headings.  The headings, captions, and arrangementsused in this Amendment are for convenience only and shall not affect theinterpretation of this Amendment.

 

Section 3.12.                             ENTIREAGREEMENT.  THIS AMENDMENT EMBODIESTHE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDES ANY AND ALLPRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHERWRITTEN OR ORAL, RELATING TO THIS AMENDMENT, AND MAY NOT BE CONTRADICTED ORVARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS ORDISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THEPARTIES HERETO.

 

Section 3.13.                             RequiredBanks.  The Agreement may bemodified as provided in this Amendment with the agreement of the Required Bankswhich means the Banks having sixty percent (60%) of the sum of (i) theaggregate unpaid principal amount of the outstanding Loans plus (ii) the Letterof Credit Exposure (such percentage applicable to a Bank, herein such Bank’s “RequiredBank Percentage”). For purposes of determining the effectiveness of thisAmendment, each Bank’s Required Bank Percentage is set forth on Schedule3.13 hereto.

 

EXECUTED as ofthe date first written above.

 
|   | **Company and Haggar:**                                                              |
|--------|--------------------------------------------------------------------------------------|
|   |                                                                                 |
|   | HAGGAR  CLOTHING CO., a Nevada corporation                                           |
|   | HAGGAR  CORP., a Nevada corporation                                                  |
|   |                                                                                 |
|   |                                                                                 |
|   | By:                                                                                  |   |
|   |                                                                                 | J. M.  Haggar, III |
|   |                                                                                 | Chief  Executive Officer for both |
|   |                                                                                 |
|   | **Agent:**                                                                           |
|   |                                                                                 |
|   | JPMORGAN  CHASE BANK (formerly The Chase  Manhattan Bank), Individually and as Agent |
|   |                                                                                 |
|   |                                                                                 |
|   | By:                                                                                  |   |
|   |                                                                                 | Name: |   |
|   |                                                                                 | Title: |   |
|   |                                                                                 |
|   | **Banks:**                                                                           |
|   |                                                                                 |
|   | GUARANTY  BANK                                                                       |
|   |                                                                                 |
|   |                                                                                 |
|   | By:                                                                                  |     /s/  Robert S. Hays |
|   |                                                                                 | Name: |     Robert  S. Hays |
|   |                                                                                 | Title: |     Senior  Vice President |

 

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|   | COMERICA  BANK - TEXAS          |
|--------|---------------------------------|
|   |                            |
|   |                            |
|   | By:                             |     /s/  Margareth Fanini |
|   |                            | Name: |  Margareth  Fanini |
|   |                            | Title: |  Assistant  Vice President |
|   |                            |
|   | BANK OF  AMERICA, N.A.          |
|   |                            |
|   |                            |
|   | By:                             |   |
|   |                            | Name: |   |
|   |                            | Title: |   |
|   |                            |
|   | SOUTHWEST  BANK OF TEXAS, N.A.  |
|   |                            |
|   |                            |
|   | By:                             |   |
|   |                            | Name: |   |
|   |                            | Title: |   |
|   |                            |
|   | U.S. BANK  NATIONAL ASSOCIATION |
|   |                            |
|   |                            |
|   | By:                             |   |
|   |                            | Name: |   |
|   |                            | Title: |   |
|   |                            |
|   | THE BANK OF  NOVA SCOTIA        |
|   |                            |
|   |                            |
|   | By:                             |   |
|   |                            | Name: |   |
|   |                            | Title: |   |

 

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|   | COMERICA  BANK - TEXAS          |
|--------|---------------------------------|
|   |                            |
|   |                            |
|   | By:                             |   |
|   |                            | Name: |   |
|   |                            | Title: |   |
|   |                            |
|   | BANK OF  AMERICA, N.A.          |
|   |                            |
|   |                            |
|   | By:                             |               /s/  Chitt Swamidasan |
|   |                            | Name: |     Chitt  Swamidasan |
|   |                            | Title: |     Principal |
|   |                            |
|   | SOUTHWEST  BANK OF TEXAS, N.A.  |
|   |                            |
|   |                            |
|   | By:                             |   |
|   |                            | Name: |   |
|   |                            | Title: |   |
|   |                            |
|   | U.S. BANK  NATIONAL ASSOCIATION |
|   |                            |
|   |                            |
|   | By:                             |   |
|   |                            | Name: |   |
|   |                            | Title: |   |
|   |                            |
|   | THE BANK OF  NOVA SCOTIA        |
|   |                            |
|   |                            |
|   | By:                             |   |
|   |                            | Name: |   |
|   |                            | Title: |   |

 

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|   | COMERICA  BANK - TEXAS          |
|--------|---------------------------------|
|   |                            |
|   |                            |
|   | By:                             |   |
|   |                            | Name: |   |
|   |                            | Title: |   |
|   |                            |
|   | BANK OF  AMERICA, N.A.          |
|   |                            |
|   |                            |
|   | By:                             |   |
|   |                            | Name: |   |
|   |                            | Title: |   |
|   |                            |
|   | SOUTHWEST BANK  OF TEXAS, N.A.  |
|   |                            |
|   |                            |
|   | By:                             |        /s/  Preston Moore |
|   |                            | Name: |    Preston  Moore |
|   |                            | Title: |    Senior  Vice President |
|   |                            |
|   | U.S. BANK  NATIONAL ASSOCIATION |
|   |                            |
|   |                            |
|   | By:                             |   |
|   |                            | Name: |   |
|   |                            | Title: |   |
|   |                            |
|   | THE BANK OF  NOVA SCOTIA        |
|   |                            |
|   |                            |
|   | By:                             |   |
|   |                            | Name: |   |
|   |                            | Title: |   |

 

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|   | COMERICA  BANK - TEXAS          |
|--------|---------------------------------|
|   |                            |
|   |                            |
|   | By:                             |   |
|   |                            | Name: |   |
|   |                            | Title: |   |
|   |                            |
|   | BANK OF  AMERICA, N.A.          |
|   |                            |
|   |                            |
|   | By:                             |   |
|   |                            | Name: |   |
|   |                            | Title: |   |
|   |                            |
|   | SOUTHWEST  BANK OF TEXAS, N.A.  |
|   |                            |
|   |                            |
|   | By:                             |   |
|   |                            | Name: |   |
|   |                            | Title: |   |
|   |                            |
|   | U.S. BANK  NATIONAL ASSOCIATION |
|   |                            |
|   |                            |
|   | By:                             | /s/ Amanda  Schmitt |
|   |                            | Name: |      Amanda  Schmitt |
|   |                            | Title: |      Assistant  Vice President |
|   |                            |
|   | THE BANK OF  NOVA SCOTIA        |
|   |                            |
|   |                            |
|   | By:                             |   |
|   |                            | Name: |   |
|   |                            | Title: |   |

 

9

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|   | COMERICA  BANK - TEXAS          |
|--------|---------------------------------|
|   |                            |
|   |                            |
|   | By:                             |   |
|   |                            | Name: |   |
|   |                            | Title: |   |
|   |                            |
|   | BANK OF  AMERICA, N.A.          |
|   |                            |
|   |                            |
|   | By:                             |   |
|   |                            | Name: |   |
|   |                            | Title: |   |
|   |                            |
|   | SOUTHWEST  BANK OF TEXAS, N.A.  |
|   |                            |
|   |                            |
|   | By:                             |   |
|   |                            | Name: |   |
|   |                            | Title: |   |
|   |                            |
|   | U.S. BANK  NATIONAL ASSOCIATION |
|   |                            |
|   |                            |
|   | By:                             |   |
|   |                            | Name: |   |
|   |                            | Title: |   |
|   |                            |
|   | THE BANK OF  NOVA SCOTIA        |
|   |                            |
|   |                            |
|   | By:                             |        /s/  William E. Zarrett |
|   |                            | Name: |      William  E. Zarrett |
|   |                            | Title: |      Managing  Director |

 

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**CONSENT OF DOMESTIC SUBSIDIARIES**

 

Each of theundersigned Subsidiaries hereby (a) agrees that the Subsidiary Guaranty towhich 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 towhich it is a signatory, (c) acknowledges its consent and agreement to theAmendment, (d) reaffirms all agreements and obligations under the SubsidiaryGuaranty to which it is a signatory, with respect to the Loans, the Notes, theAgreement and all other documents, instruments or agreements governing,securing or pertaining to the Loans, and (f) represents and warrants that allrequisite corporate action necessary for it to execute this Consent of DomesticSubsidiaries 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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SCHEDULE3.13toHAGGAR CORP.

 

SECONDAMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

REQUIREDBANK PERCENTAGE

 
| **Bank**                        |   | **Required Bank  Percentage Held** |   | **Banks Agreeing to Second  Amendment (insert % from  prior column if Bank signs  Second 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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