**Exhibit10(a)**

 

FIRST AMENDMENT TOSECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATEDCREDIT 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”) 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.            Pursuantto that certain Second Amended and Restated Credit Agreement dated June 13,2002 (as the same may be amended, restated or otherwise modified from time totime, the “Agreement”), the banks party thereto agreed to make Loans toCompany as set forth therein.

 

B.            Companyand Haggar have requested that the Banks agree to modify the Agreement asherein set forth.  The Banks are willingto do so upon the terms and provisions of this Amendment.

 

NOW, THEREFORE, in consideration of the premisesherein contained and other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, the parties hereto agree asfollows, effective as of the Amendment Date, unless otherwise indicated:

 

ARTICLE 1.

 

Definitions

** **

## Section 1.1.            Definitions.  Capitalizedterms used in this Amendment, to the extent not otherwise defined herein, shallhave the same meanings as in the Agreement, as amended hereby.

 

ARTICLE 2.

 

Amendment

 

## Section 2.1.            Amendmentto Section 1.1 of the Agreement. Clause (a) of the definition of“Permitted Indebtedness” contained in Section 1.1 of the Agreement isamended and restated in its entirety to read as follows:

 

(a)           obligationsto reimburse advances made under commercial letters of credit or similarinstruments (other than Letters of Credit) incurred in the ordinary course ofbusiness but only to the extent that the aggregate outstanding amount thereofdoes not exceed $75,000,000;

 

# ARTICLE 3.Miscellaneous

 

## Section 3.1.            Ratifications.  The terms and provisions set forth in thisAmendment shall modify and supersede all inconsistent terms and provisions setforth in the Agreement and except as expressly modified and superseded by thisAmendment, the terms and provisions of the Agreement and the other LoanDocuments are ratified and confirmed and shall continue in full force andeffect.

 

1

----

 

## Section 3.2.            Representationsand Warranties.  Company and Haggarhereby represent and warrant to Agent and the Banks as follows:  (a) no Default exists and (b) therepresentations and warranties set forth in the Loan Documents are true andcorrect 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.            Survivalof Representations and Warranties. All representations and warranties made in this Amendment shall survivethe execution and delivery of this Amendment, and no investigation by Agent orany Bank or any closing shall affect the representations and warranties or theright of Agent or any Bank to rely upon them.

 

## Section 3.4.            Referenceto Agreement.  Each of the LoanDocuments, including the Agreement, are hereby amended so that any reference insuch Loan Documents to the Agreement shall mean a reference to the Agreement asamended hereby.

 

## Section 3.5.            Expensesof Bank.  As provided in theAgreement, Company agrees to pay on demand all costs and expenses incurred byAgent or any Bank in connection with the preparation, negotiation, andexecution of this Amendment, including without limitation, the costs and feesof Agent’s and each Bank’s legal counsel.

 

## Section 3.6.            Severability.  Any provision of this Amendment held by acourt of competent jurisdiction to be invalid or unenforceable shall not impairor invalidate the remainder of this Amendment and the effect thereof shall beconfined to the provision so held to be invalid or unenforceable.

 

## Section 3.7.            ApplicableLaw.  This Amendment and all otherLoan Documents shall be governed by and construed in accordance with the lawsof the State of Texas and the applicable laws of the United States of America.

 

## Section 3.8.            Successorsand Assigns.  This Amendment isbinding upon and shall inure to the benefit of Agent, each Bank, Company andHaggar and their respective successors and assigns, except that neither Companyor Haggar may assign or transfer any of its rights or obligations hereunderwithout the prior written consent of the Banks.

 

## Section 3.9.            Counterparts.  This Amendment may be executed in one ormore counterparts and on telecopy counterparts, each of which when so executedshall be deemed to be an original, but all of which when taken together shallconstitute one and the same agreement.

 

## Section 3.10.          Effectof Waiver.  No consent or waiver,express or implied, by Agent or any Bank to or for any breach of or deviationfrom any covenant, condition or duty by any Obligated Party shall be deemed aconsent 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 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 

##  

## 2

## 

##  

## SUBSEQUENT ORALAGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO.  THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES 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 ofdetermining the effectiveness of this Amendment, each Bank’s Required BankPercentage 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 |

 

3

----

 
|   | 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 |

 

4

----

 

**CONSENT OF DOMESTIC SUBSIDIARIES**

 

Each of the undersigned Subsidiaries hereby(a) agrees that the Subsidiary Guaranty to which it is a signatory is andshall remain in full force and effect; (b) ratifies and confirms all termsand 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 Guarantyto which it is a signatory, with respect to the Loans, the Notes, the Agreementand all other documents, instruments or agreements governing, securing orpertaining 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 Nevadacorporation

GREENVILLE PANT MANUFACTURING COMPANY, a Nevadacorporation

MCKINNEY PANT MANUFACTURING COMPANY, a Nevadacorporation

OLNEY MANUFACTURING COMPANY, a Nevada corporation

WAXAHACHIE GARMENT COMPANY, a Nevada corporation

LA ROMANA MANUFACTURING CORPORATION, a Nevadacorporation

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 Texascorporation

WESLACO DIRECT CUTTING COMPANY, INC., a Texascorporation

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 |

 

5

----

 

SCHEDULE 3.13

to

HAGGAR  CORP.

 

FIRST AMENDMENT TOSECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

REQUIRED BANKPERCENTAGE

 
| **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**                                                                                                                                                                                                             | **%**  |

 

6

----