Exhibit 10(a)

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SECOND AMENDED AND RESTATED
CREDIT AGREEMENT

among

HAGGAR CLOTHING CO.,
a Nevada corporation,

HAGGAR CORP.,
a Nevada Corporation,

JPMORGAN CHASE BANK,
individually and as Agent,

COMERICA BANK,
as a documentation agent,

GUARANTY BANK,
as a documentation agent

and

THE BANKS LISTED HEREIN

J.P. MORGAN SECURITIES INC.,
as sole bookrunner and sole lead arranger

dated as of
13 June 2002

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Table of Contents

|           |  |                                                                                |  | Page #
|---------- |  | ------------------------------------------------------------------------------ |  | ------
|ARTICLE 1. |  | DEFINITIONS                                                                    |  | 1     
|1.1.       |  | DEFINITIONS                                                                    |  | 1     
|1.2.       |  | GENDER AND NUMBER                                                              |  | 13    
|1.3.       |  | REFERENCES TO AGREEMENT                                                        |  | 13    
|ARTICLE 2. |  | THE CREDITS                                                                    |  | 13    
|2.1.       |  | ADVANCES AND LETTERS OF CREDIT                                                 |  | 13    
|2.2.       |  | USE OF PROCEEDS                                                                |  | 14    
|2.3.       |  | OPTIONAL PRINCIPAL PAYMENTS                                                    |  | 14    
|2.4.       |  | REDUCTION OR TERMINATION OF COMMITMENTS                                        |  | 14    
|2.5.       |  | FEES                                                                           |  | 14    
|2.6.       |  | METHODS OF BORROWING AND APPLICATION AND ISSUANCE OF LETTERS OF CREDIT         |  | 15    
|2.7.       |  | METHOD OF SELECTING RATE OPTIONS AND INTEREST PERIODS: CALCULATION OF INTEREST |  | 17    
|2.8.       |  | BORROWING BASE AND BORROWING BASE CERTIFICATE                                  |  | 18    
|2.9.       |  | METHOD OF PAYMENT                                                              |  | 18    
|2.10.      |  | NOTES, TELEPHONIC NOTICES                                                      |  | 19    
|2.11.      |  | INTEREST PAYMENT DATES, INTEREST BASIS                                         |  | 19    
|2.12.      |  | MANDATORY PRINCIPAL PAYMENTS                                                   |  | 20    
|2.13.      |  | NOTIFICATION OF LOANS, INTEREST RATES, PREPAYMENTS AND COMMITMENT REDUCTIONS   |  | 20    
|2.14.      |  | MAXIMUM INTEREST, HIGHEST LAWFUL RATE                                          |  | 20    
|2.15.      |  | INTEREST RECAPTURE                                                             |  | 21    
|ARTICLE 3. |  | CHANGE IN CIRCUMSTANCES; INDEMNIFICATION                                       |  | 21    
|3.1.       |  | YIELD PROTECTION                                                               |  | 21    
|3.2.       |  | AVAILABILITY OF INTEREST RATE                                                  |  | 22    
|3.3.       |  | DISCRETION OF BANKS AS TO MANNER OF FUNDING                                    |  | 22    
|3.4.       |  | FAILURE TO PAY OR BORROW ON CERTAIN DATES                                      |  | 22    
|3.5.       |  | BANK CERTIFICATES, SURVIVAL OF INDEMNITY                                       |  | 23    
|ARTICLE 4. |  | CONDITIONS PRECEDENT                                                           |  | 23    
|4.1.       |  | AMENDMENT AND RESTATEMENT                                                      |  | 23    
|4.2.       |  | EACH ADVANCE                                                                   |  | 24    
|ARTICLE 5. |  | REPRESENTATIONS AND WARRANTIES                                                 |  | 25    
|5.1.       |  | CORPORATE EXISTENCE AND AUTHORITY                                              |  | 25    
|5.2.       |  | COMPLIANCE WITH LAWS                                                           |  | 25    
|5.3.       |  | LITIGATION                                                                     |  | 25    
|5.4.       |  | COMPLIANCE WITH LAWS AND CONTRACTS                                             |  | 25    
|5.5.       |  | FINANCIAL STATEMENTS                                                           |  | 26    
|5.6.       |  | MATERIAL ADVERSE EFFECT                                                        |  | 26    
|5.7.       |  | TAXES                                                                          |  | 26    
|5.8.       |  | GOVERNMENT REGULATION                                                          |  | 26    
|5.9.       |  | PROPERTIES, LIENS                                                              |  | 26    
|5.10.      |  | LEASES                                                                         |  | 26    

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|5.11.      |  | SUBSIDIARIES                                                       |  | 26
|---------- |  | ------------------------------------------------------------------ |  | --
|5.12.      |  | ERISA                                                              |  | 26
|5.13.      |  | DEFAULTS                                                           |  | 27
|5.14.      |  | ACCURACY OF INFORMATION                                            |  | 27
|5.15.      |  | USE OF PROCEEDS, MARGIN STOCK                                      |  | 27
|5.16.      |  | NO FINANCING OF CORPORATE TAKEOVERS                                |  | 27
|5.17.      |  | INSIDER                                                            |  | 27
|ARTICLE 6. |  | AFFIRMATIVE COVENANTS                                              |  | 27
|6.1.       |  | FINANCIAL REPORTING                                                |  | 28
|6.2.       |  | USE OF PROCEEDS                                                    |  | 28
|6.3.       |  | NOTICE OF DEFAULT,ETC                                              |  | 28
|6.4.       |  | TAXES                                                              |  | 28
|6.5.       |  | PAYMENT AND PREPAYMENT OF OBLIGATIONS                              |  | 29
|6.6.       |  | MAINTENANCE OF CORPORATE EXISTENCE, ASSETS, BUSINESS AND INSURANCE |  | 29
|6.7.       |  | INSPECTION                                                         |  | 29
|6.8.       |  | COMPLIANCE WITH LAW                                                |  | 29
|6.9.       |  | ERISA COMPLIANCE                                                   |  | 29
|ARTICLE 7. |  | NEGATIVE COVENANTS                                                 |  | 30
|7.1.       |  | LIENS                                                              |  | 30
|7.2.       |  | LINES OF BUSINESS                                                  |  | 30
|7.3.       |  | INDEBTEDNESS                                                       |  | 30
|7.4.       |  | MERGERS AND ACQUISITIONS                                           |  | 30
|7.5.       |  | AFFILIATES                                                         |  | 31
|7.6.       |  | FIXED CHARGE REQUIREMENT                                           |  | 31
|7.7.       |  | FUNDED DEBT LIMITATION                                             |  | 31
|7.8.       |  | NET WORTH                                                          |  | 31
|7.9.       |  | INVENTORY TURN                                                     |  | 31
|7.10.      |  | SALE OF ASSETS                                                     |  | 31
|7.11.      |  | SUBSIDIARIES                                                       |  | 32
|7.12.      |  | FOREIGN SUBSIDIARIES                                               |  | 32
|7.13.      |  | DISTRIBUTIONS                                                      |  | 32
|7.14.      |  | INTERCOMPANY INDEBTEDNESS                                          |  | 32
|7.15.      |  | CAPITAL EXPENDITURES LIMITATION                                    |  | 33
|7.16.      |  | SWAP AGREEMENTS                                                    |  | 33
|7.17.      |  | RESTRICTIVE AGREEMENTS                                             |  | 33
|ARTICLE 8. |  | DEFAULTS                                                           |  | 34
|8.1.       |  | REPRESENTATION OR WARRANTY                                         |  | 34
|8.2.       |  | NONPAYMENT                                                         |  | 34
|8.3.       |  | PREPAYMENT                                                         |  | 34
|8.4.       |  | COVENANTS                                                          |  | 34
|8.5.       |  | OTHER                                                              |  | 34
|8.6.       |  | MATERIAL INDEBTEDNESS                                              |  | 34
|8.7.       |  | INSOLVENCY                                                         |  | 34
|8.8.       |  | RECEIVER                                                           |  | 35
|8.9.       |  | APPROPRIATION                                                      |  | 35
|8.10.      |  | JUDGMENTS                                                          |  | 35

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|8.11.       |  | ERISA                                             |  | 35
|----------- |  | ------------------------------------------------- |  | --
|8.12.       |  | MATERIAL AGREEMENT                                |  | 35
|8.13.       |  | CHANGE IN CONTROL                                 |  | 35
|ARTICLE 9.  |  | ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES    |  | 35
|9.1.        |  | REMEDIES UPON-DEFAULT                             |  | 35
|9.2.        |  | REMEDIES UPON UNMATURED DEFAULT                   |  | 36
|9.3.        |  | AMENDMENTS AND WAIVERS                            |  | 36
|9.4.        |  | PRESERVATION OF RIGHTS                            |  | 37
|9.5.        |  | PERFORMANCE BY AGENT OR BANKS                     |  | 37
|9.6.        |  | RIGHTS OF SETOFF                                  |  | 37
|9.7.        |  | REMEDIES CUMULATIVE, CONCURRENT AND NON-EXCLUSIVE |  | 37
|ARTICLE 10. |  | GENERAL PROVISIONS                                |  | 38
|10.1.       |  | BENEFIT OF AGREEMENT                              |  | 38
|10.2.       |  | ASSIGNMENTS AND PARTICIPATIONS                    |  | 38
|10.3.       |  | SURVIVAL OF REPRESENTATIONS                       |  | 41
|10.4.       |  | GOVERNMENT REGULATION                             |  | 41
|10.5.       |  | TAXES                                             |  | 41
|10.6.       |  | CHOICE OF LAW                                     |  | 42
|10.7.       |  | HEADINGS                                          |  | 42
|10.8.       |  | ENTIRETY; WRITTEN AGREEMENT                       |  | 42
|10.9.       |  | ACCOUNTING                                        |  | 42
|10.10.      |  | SEVERAL OBLIGATIONS                               |  | 42
|10.11.      |  | EXPENSES; INDEMNIFICATION                         |  | 42
|10.12.      |  | SEVERABILITY                                      |  | 43
|10.13.      |  | CHOICE OF FORUM                                   |  | 43
|10.14.      |  | REVOLVING CREDIT                                  |  | 43
|ARTICLE 11. |  | THE AGENT                                         |  | 43
|11.1.       |  | APPOINTMENT AND POWERS                            |  | 43
|11.2.       |  | POWERS                                            |  | 43
|11.3.       |  | POSSESSION OF INSTRUMENTS BY THE AGENT            |  | 44
|11.4.       |  | DEBTOR-CREDITOR RELATIONSHIP                      |  | 44
|11.5.       |  | GENERAL IMMUNITY                                  |  | 44
|11.6.       |  | NO RESPONSIBILITY FOR LOANS, RECITALS,ETC         |  | 44
|11.7.       |  | RIGHT TO INDEMNITY                                |  | 44
|11.8.       |  | ACTION ON INSTRUCTIONS OF THE BANKS               |  | 45
|11.9.       |  | EMPLOYMENT OF THE AGENT AND COUNSEL               |  | 45
|11.10.      |  | RELIANCE ON DOCUMENTS; COUNSEL                    |  | 45
|11.11.      |  | MAY TREAT PAYEE AS OWNER                          |  | 45
|11.12.      |  | THE AGENT'S REIMBURSEMENT                         |  | 45
|11.13.      |  | RIGHTS AS A BANK                                  |  | 45
|11.14.      |  | BANK CREDIT DECISION                              |  | 45
|11.15.      |  | SUCCESSOR AGENT                                   |  | 45
|11.16.      |  | DISTRIBUTION OF INFORMATION                       |  | 46
|11.17.      |  | NON-ADVANCING BANKS                               |  | 46
|11.18.      |  | BENEFIT OF THE BANKS                              |  | 46
|11.19.      |  | DOCUMENTATION AGENTS                              |  | 47

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|ARTICLE 12. |  | RATABLE PAYMENTS          |  | 47
|----------- |  | ------------------------- |  | --
|12.1.       |  | RATABLE PAYMENTS          |  | 47
|ARTICLE 13. |  | NOTICES                   |  | 47
|13.1.       |  | NOTICE                    |  | 47
|ARTICLE 14. |  | COUNTERPARTS              |  | 48
|ARTICLE 15. |  | AMENDMENT AND RESTATEMENT |  | 48

INDEX TO SCHEDULES AND EXHIBITS

SCHEDULES

|Schedule 1 |  |  |  | Current Members of the Boards of Directors of Haggar and the Company
|---------- |  | - |  | --------------------------------------------------------------------
|Schedule 2 |  |  |  | Existing Standby Letters of Credit                                  
|Schedule 3 |  |  |  | Domestic and Foreign Subsidiaries                                   
|Schedule 4 |  |  |  | Commitments                                                         
|Schedule 5 |  |  |  | Addresses for Notices                                               
|Schedule 6 |  |  |  | Existing Indebtedness                                               

EXHIBITS

|Exhibit A |  |  |  | Form of Borrowing Base Certificate
|--------- |  | - |  | ----------------------------------
|Exhibit C |  |  |  | Form of Note                      
|Exhibit D |  |  |  | Compliance Certificate            

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SECOND AMENDED AND RESTATED CREDIT AGREEMENT

This
Second Amended and Restated Credit Agreement is entered into as of June 13, 2002, by and among Haggar Clothing Co., a Nevada corporation, Haggar Corp., a Nevada
corporation, the Banks listed on the signature pages of this Agreement and JPMorgan Chase Bank (formerly The Chase Manhattan Bank who was successor in interest by merger to Chase Bank of Texas,
National Association who was formerly Texas Commerce Bank National Association), individually and as Agent for the Banks.

RECITALS

A.    Haggar
Clothing Co., Haggar Corp., Texas Commerce Bank National Association (now JPMorgan Chase Bank) and certain other lenders entered into that certain First
Amended and Restated Credit Agreement dated as of September 18, 1996 (as amended or otherwise modified 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, 1997, that certain Third Amendment to First Amended and Restated
Credit Agreement dated as of December 15, 1997, that certain Fourth Amendment to First Amended and Restated Credit Agreement dated as of June 30, 1998, that certain Fifth Amendment to
First Amended and Restated Credit Agreement dated as of December 29, 1998, that certain Sixth Amendment to First Amended and Restated Credit Agreement dated as of May 28, 1999, that
certain Seventh Amendment to First Amended and Restated Credit Agreement dated as of February 18, 2000, that certain Eighth Amendment to First Amended and Restated Credit Agreement dated as of
May 11, 2001, that certain Ninth Amendment to First Amended and Restated Credit Agreement dated as of January 9, 2002 and that certain Master Assignment and Assumption Agreement dated as
of June 13, 2002, the "Prior Agreement").

B.    The
Parties desire to amend the Prior Agreement and restate it in its entirety as hereinafter provided.

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, and subject to the terms of all the Loan Documents, the Parties hereby agree as follows:

ARTICLE 1.        DEFINITIONS



"Advance"
means a Eurodollar Advance, a Fixed CD Rate Advance or a Floating Rate Advance.

"Affiliate"
means any Person directly or indirectly controlling, controlled by or under direct or indirect common control with any other Person. A Person shall be deemed to control
another Person if the controlling Person owns ten percent (10%) or more of any class of stock of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction
of the management or policies of the controlled Person, whether through ownership of stock, by contract or otherwise.

"Agent"
means JPMorgan Chase Bank, formerly The Chase Manhattan Bank (who was the successor in interest by merger to Chase Bank of Texas, National Association, who was formerly known as
Texas Commerce Bank National Association), and any successor Agent appointed pursuant to Section 11.15.

"Agreement"
means this Second Amended and Restated Credit Agreement, as it may be further amended or modified from time to time.

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"Alternate
Base Rate" means, for any date, a rate per annum (rounded upwards, if necessary, to the next higher 1/100%) equal to the greater of (a) the Prime Rate in effect on such
day or (b) the Fed Funds Rate in effect for such day plus one-half percent (1/2%). Any change in the Alternate Base Rate due to a change in the Prime Rate or the Fed Funds Rate shall be
effective on the effective date of such change in the Prime Rate or the Fed Funds Rate. If for any reason the Agent shall have determined (which determination shall be conclusive absent manifest
error) that it is unable to
ascertain the Fed Funds Rate for any reason, including the inability or failure of the Agent to obtain sufficient bids or publications in accordance with the terms hereof, the Alternate Base Rate
shall be the Prime Rate until the circumstances giving rise to such inability no longer exist.

"Application"
means any Application and Agreement for Letter of Credit delivered to the Agent for or in connection with any Letter of Credit, and substantially in the form of JPMorgan
Chase Bank's then most recent standard form.

"Assessment
Rate" means, for any CD Interest Period, the net assessment rate per annum payable to the Federal Deposit Insurance Corporation (or any successor) for the insurance of
domestic deposits of the Agent, in its capacity as a Bank, during the calendar year in which the first day of such CD Interest Period falls, as reasonably estimated by the Agent on the first day of
such CD Interest Period.

"Authorized
Officer" means the Chief Executive Officer, President, Chief Financial Officer, any Senior Vice President of Finance, any Vice President of Finance or the Treasurer, in each
case acting singly.

"Banks"
means the banks listed on Schedule 4 of this Agreement (including JPMorgan Chase Bank in its capacity as a Bank but not in its capacity as the Agent), and their respective
successors and assigns.

"Base
Eurodollar Rate" means, with respect to a Eurodollar Advance for the relevant Eurodollar Interest Period, the rate appearing on Page 3750 of the Dow Jones Market Service (or
on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service,
as determined by the Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m.,
London time, two Business Days prior to the commencement of such Eurodollar Interest Period, as the rate for dollar deposits with a maturity comparable to such Eurodollar Interest Period. In the event
that such rate is not available at such time for any reason, then the "Base Eurodollar Rate" with respect to such Eurodollar Advance for such Eurodollar
Interest Period shall be the rate at which dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Agent in immediately
available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Eurodollar Interest Period.

"Base
Fixed CD Rate" means, with respect to a Fixed CD Rate Advance for the relevant CD Interest Period, the rate determined by the Agent as the prevailing bid rate for the purchase at
face value at or before 10:00 a.m. (Dallas, Texas time) on the first day of such CD Interest Period by three (3) certificate of deposit dealers in New York, New York of recognized
standing selected by the Agent (or its Affiliates) of certificates of deposit of the Agent in the approximate amount of such Fixed CD Rate Advance and having a maturity approximately equal to such CD
Interest Period.

"Borrowing
Base" means an amount calculated as of the last day of each fiscal month, equal to the sum of (i) eighty percent (80%) of Eligible Receivables, and (ii) fifty
percent (50%) of Eligible Inventory (each of (i) and (ii) as determined pursuant to the most recent Borrowing Base Certificate delivered by the Company to the Agent pursuant to Sections 2.8 or
6.1(d)); provided however, that the

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portion of the Borrowing Base attributable to Eligible Inventory shall not be greater than sixty percent (60%) of the Total Commitments.

"Borrowing
Base Availability" means at any time the amount by which the Borrowing Base exceeds the sum of the principal amount of all outstanding Advances.

"Borrowing
Base Certificate" means a certificate substantially in the form of Exhibit A to this Agreement, duly executed by the Chief Financial Officer of the Company.

"Borrowing
Base Deficiency" means the amount, if any, by which the sum of the outstanding principal balance of all Notes exceeds the Borrowing Base in effect on such date.

"Borrowing
Date" means a date, which shall be a Business Day, on which an Advance is made hereunder.

"Business
Day" means (a) with respect to borrowing, payment or rate selection of Eurodollar Advances, a day on which banks are open for business in Dallas, Texas and London,
England and on which dealings in U.S. Dollars are carried on in the interbank Eurodollar market where Agent (or its Affiliates) conducts foreign exchange and currency operations, and (b) for
all other purposes, a day on which banks are open for business in Dallas, Texas, and New York, New York.

"Capital
Expenditures" means capital expenditures according to GAAP less the amount thereof financed by any long-term Indebtedness, the terms of which are acceptable to the Banks.

"Capitalized
Lease Obligations" means any obligation, as lessee or guarantor, to pay rent under a lease of real or personal property, which obligation is required to be capitalized on a
balance sheet of the lessee or guarantor prepared in accordance with GAAP. As used herein, a principal payment on a Capitalized Lease Obligation shall mean the portion of any payment which is treated
as a principal payment on the financial statements of the lessee or guarantor, prepared in accordance with GAAP.

"CD
Interest Period" means, with respect to a Fixed CD Rate Advance, a period of thirty (30), sixty (60), ninety (90) or one hundred eighty (180) days (and, if all of the
Banks elect in their sole discretion to offer a longer period, then a longer period of days) commencing on a Business Day selected by the Company pursuant to Section 2.7; provided that in no
event shall any CD Interest Period extend beyond the Termination Date. If such CD Interest Period would end on a day that is not a Business Day, such CD Interest Period shall end on the next
succeeding Business Day.

"CD
Margin" means (a) on the Effective Date, one and three-fourths (13/4%) per annum, (b) at any time when the Funded Debt Ratio is equal to or less than
1.50 to 1, one and three-eighths percent (13/8%) per annum, (c) at any time when the Funded Debt Ratio is greater than 1.50 to 1 but less than or equal to 2.00 to 1, one and
five-eighths percent (15/8%) per annum, (d) at any time when the Funded Debt Ratio is greater than 2.00 to 1 but less than or equal to 2.50 to 1, one and three-fourths
(13/4%) per annum, and (e) at any time when the Funded Debt Ratio is greater than 2.50 to 1, one and seven-eighths percent (17/8%) per annum. Each adjustment to
the previously calculated or effective CD Margin shall be effective five (5) Business Days following the Agent's receipt of the reports to be delivered by the Company pursuant to
Sections 6.1 (a), (b) and (c).

A
"Change in Control" shall be deemed to have occurred in any of the following:



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"Chief
Financial Officer" means the officer of the Company or other entity designated as such, or in absence of such designation, the President, Chief Executive Officer or Senior Vice
PresidentFinance of the same.

"Code"
means the Internal Revenue Code of 1986, as amended from time to time.

"Commitment"
means, for any Bank, the amount set forth opposite such Bank's name on Schedule 4 hereto or in the most recent assignment executed by such Bank pursuant to
Section 10.2, as such amount may be reduced pursuant to Section 2.4. "Commitments" means the aggregate of such amounts for all of the Banks.

"Company"
means Haggar Clothing Co., a Nevada corporation.

"Company
Group" means, at any time, Haggar, the Company, and their respective Subsidiaries.

"Compliance
Certificate" means a certificate substantially in the form of Exhibit C to this Agreement and Annexes thereto, duly executed by the Chief Financial Officer of the
Company.

"Controlled
Group" means all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control that, together with the
Company, are treated as a single employer under Section 414(b) or 414(c) of the Code.

"Dated
Invoice" means an invoice having an effective date later than the date of the sale and delivery of the Inventory or services giving rise to such invoice.

"Debtor
Relief Laws" means the Bankruptcy Code of the United States, as amended from time to time, and all other applicable liquidation, conservatorship, bankruptcy, moratorium,
rearrangement, receivership, insolvency, reorganization or similar debtor relief Laws from time to time in effect affecting the rights of creditors generally.

"Default"
means an event described in Article 8.

"Default
Rate" means the lesser of (a) the Highest Lawful Rate or (b) the Alternate Base Rate plus five percent (5%) per annum.

"Distributions"
of any Person means, with respect to any stock issued by such Person: (a) the retirement, redemption, purchase or other acquisition for value of any such stock
(other than pursuant to contractual obligations existing as of the Effective Date to repurchase the outstanding shares of the
stock of Haggar from any holder thereof which is an officer, director or employee of any member of the Company Group), (b) the declaration or payment of any dividend or other distribution on or
with respect to such stock, (c) any loan or advance by such Person to, or other investment by such Person in, the holder of any such stock (other than advances to shareholders reflected as
accounts receivable, to the extent that the aggregate amounts thereof do not exceed the greater of (i) the amounts permitted be made pursuant to the provisions of Section 7.13, or
(ii) $250,000, after deducting therefrom all loans or advances due and owing by the Company Group, in the aggregate, to its shareholders, in the aggregate), and (d) any other payment
(other than salaries of employees or advances made in the ordinary course of business to employees for travel and other expenses incurred

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in the ordinary course of business, including, but not limited to, premiums for policies of insurance) by such Person with respect to such stock.

"Dollars"
and the "$" symbol refer to currency of the United States of America.

"Domestic
Subsidiaries" means any Subsidiary which is organized under the laws of a State of, or maintains its principal operations in, the United States of America.

"Effective
Date" means the date on which the conditions specified in Section 4.1 are satisfied (or waived in accordance with Section 9.3).

"Eligible
Inventory" means Inventory as to which the Company furnished to the Agent the information required under Sections 2.8 or 6.1(c) and (d), and that strictly complies with
all of the Company's representations, warranties and covenants contained herein with respect thereto; provided, however, that Eligible Inventory shall not include any Inventory subject to any Lien.

"Eligible
Receivables" means Receivables as to which the Company furnished to the Agent the information required under Sections 2.8 or 6.1(c) and (d), and that strictly complies
with all of the Company's representations, warranties and covenants contained herein with respect thereto; provided, however, that Eligible Receivables shall not include the following.



"ERISA"
means the Employee Retirement Income Security Act of 1974, as amended from time to time.

"Eurodollar
Advance" means that portion of the aggregate Loans made by the Banks bearing interest at a particular Eurodollar Rate for a particular Eurodollar Interest Period.

"Eurodollar
Interest Period" means, with respect to a Eurodollar Advance, a period of one (1), two (2), three (3) or six (6) months (and, if all of the Banks elect in their
sole discretion to offer a longer period, then a longer period of months) commencing on a Business Day selected by the Company pursuant to Section 2.7; provided that in no event shall any
Eurodollar Interest Period extend beyond the Termination Date. A month means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar
month. If there is no such numerically corresponding day in the calendar month in which a Eurodollar Interest Period ends, such Eurodollar Interest Period shall end on the last Business Day of such
calendar month. If a Eurodollar Interest Period would otherwise end on a day that is not a Business Day, such Eurodollar Interest Period shall end on the next succeeding Business Day; provided,
however, that if said next succeeding Business Day falls in a new calendar month, such Eurodollar Interest Period shall end on the immediately preceding Business Day.

"Eurodollar
Margin" means (a) as of the Effective Date, one and five-eighths percent (15/8%) per annum, (b) at any time when the Funded Debt Ratio is equal
to or less than 1.50 to 1, one and one-

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fourth percent (11/4%) per annum, (c) at any time when the Funded Debt Ratio is greater than 1.50 to 1 but less than or equal to 2.00 to 1, one and one-half percent
(11/2%) per annum, (d) at any time when the Funded Debt Ratio is greater than 2.00 to 1 but less than or equal to 2.50 to 1, one and five-eighths percent (15/8%)
per annum, and (e) at any time when the Funded Debt Ratio is greater than 2.50 to 1, one and three-fourths percent (13/4%) per annum. Each adjustment to the previously calculated
or effective Eurodollar Margin shall be effective five (5) Business Days following Agent's receipt of the reports to be delivered by the Company pursuant to Sections 6.1 (a), (b) and
(c).

"Eurodollar
Rate" means, with respect to a Eurodollar Advance for the relevant Eurodollar Interest Period, a rate of interest per annum, calculated on the basis of a three hundred sixty
(360) day year,
equal to the sum of (a) the Base Eurodollar Rate applicable to that Eurodollar Interest Period, plus (b) the applicable Eurodollar Margin; provided that in no event shall the Eurodollar
Rate exceed the Highest Lawful Rate.

"Excluded
Taxes" means, with respect to the Agent, any Bank or any other recipient of any payment to be made by or on account of any obligation of the Company or any Guarantor under any
Loan Document, (a) income or franchise taxes imposed on (or measured by) its net income by the United States of America, or by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any Bank, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States
of America or any similar tax imposed by any other jurisdiction in which the Company is located and (c) in the case of a Foreign Lender, any withholding tax that is imposed on amounts payable
to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such Foreign Lender's failure to comply with
Section 10.5(e).

"Existing
Shareholders" means those Persons that are shareholders of Haggar or the Company on the Effective Date.

"Existing
Standby Letters of Credit" means those Letters of Credit more particularly described on Schedule 2 attached hereto.

"Family
Group" means E. R. Haggar, J. M. Haggar, Jr. and Rosemary Haggar Vaughan, and their respective spouses, children, children's spouses, grandchildren, grandchildren's
spouses, and any trust existing or established for the benefit of any of the foregoing.

"Fed
Funds Rate" means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight federal funds
transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not
so published for any day which is a Business Day, the average of the quotations for the day of such transactions received by the Agent from three (3) federal funds brokers of recognized
standing selected by it.

"Fixed
CD Rate" means, with respect to a Fixed CD Rate Advance for the relevant CD Interest Period, a rate of interest per annum, calculated on the basis of a three hundred sixty
(360) day year, equal to the sum of (a) the Base Fixed CD Rate applicable to that CD Interest Period, plus (b) the Assessment Rate applicable to that CD Interest Period, plus
(c) the applicable CD Margin; provided that in no event shall the Fixed CD Rate exceed the Highest Lawful Rate.

"Fixed
CD Rate Advance" means that portion of the aggregate Loans made by the Banks bearing interest at a particular Fixed CD Rate for a particular CD Interest Period.

"Fixed
Charge Ratio" means the ratio of (i) Operating Cash Flow minus all taxes (exclusive of the tax effects relating to the closing of the Edinburg facility, the operations in
Japan and the Weslaco facility), as determined in accordance with GAAP to (ii) Fixed Charges, in each case, as measured in accordance with Section 7.6 and as measured at the end of each
fiscal quarter.

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"Fixed
Charges" means, for the Company Group on a consolidated basis for any period, in accordance with GAAP, the sum of (a) all interest on and principal of Indebtedness (not
including employee severance payments) that is paid or required to be paid or accrued during such period, (b) all dividends paid in cash during such period with respect to the securities of any
member of the Company Group to any recipient other than a member of the Company Group, and (c) Maintenance Capital Expenditures.

"Fixed
Rate" means the Fixed CD Rate or the Eurodollar Rate.

"Fixed
Rate Advance" means a Eurodollar Advance or a Fixed CD Rate Advance.

"Floating
Rate Advance" means that portion of the aggregate Loans made by the Banks bearing interest at the Alternate Base Rate for the applicable period outstanding. All Loans which
were made under the Prior Agreement and are outstanding on the Effective Date shall, on the Effective Date, be Floating Rate Advances.

"Foreign
Lender" means any Bank that is organized under the laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia.

"Funded
Debt" means, for the Company Group on a consolidated basis for any period, all amounts advanced and outstanding with respect to any Indebtedness (excluding, however, any
Indebtedness of the type described in clauses (f) or (g) of the definition of such term) of any member of the Company Group, including, without limitation, the Obligations.

"Funded
Debt Ratio" means the ratio, as measured at the end of each fiscal quarter, of Funded Debt as of the end of such quarter to Operating Cash Flow for the preceding twelve
(12) month period.

"GAAP"
means generally accepted accounting principles in the United States of America consistently applied as in effect at the time of application of the provisions hereof; provided,
however, that to the extent any such generally accepted accounting principle conflicts with any applicable enforceable rule of the Securities and Exchange Commission, if any, then such enforceable
rule shall control; and provided further, however, that wherever in this Agreement principles of consolidation different from those required by generally accepted accounting principles are specified,
the principles of consolidation specified in this Agreement shall govern.

"Guarantors"
means Haggar and each of the Company's now or hereafter existing Domestic Subsidiaries, including, without limitation, those Subsidiaries listed on Schedule 3
attached to this Agreement as Domestic Subsidiaries.

"Guarantee"
of any Person means any obligation, contingent or otherwise, directly or indirectly guaranteeing any Indebtedness of any other Person and, without limiting the generality of
the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness
or other obligation (whether arising by virtue of partnership arrangements, by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial
statement conditions, by "comfort letter" or other similar undertaking of support or otherwise), or (b) entered into for the purpose of assuring in any other manner the obligee of such
Indebtedness or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part), provided that the term Guarantee shall not include
endorsements for collection or deposit in the ordinary course of business.

"Haggar"
means Haggar Corp., a Nevada corporation.

"Highest
Lawful Rate" means the maximum nonusurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the Loans
under the

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Laws of the United States and the Laws of the State of Texas as may be applicable thereto that are presently in effect or, to the extent allowed by Law under such applicable Laws of the United States
and the Laws of the State of Texas, which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable Laws now allow. To the extent, if any, that Chapter 303,
Texas Financial Code, as amended (the "Act") establishes the highest nonusurious rate, the Highest Lawful Rate shall be the "weekly ceiling," as defined in the Act in effect from time to time;
provided, however, that to the extent permitted by the Act, the Banks at their election may substitute for the "weekly ceiling" the "annual ceiling" or the "quarterly ceiling," as these terms are
defined in the Act, upon the giving of the notices provided for by the Act and effective upon the giving of such notices, such substitution to have the effect provided for in the Act and to be
automatically renewable for additional periods as therein provided.

"Indebtedness"
for any Person means any and all (a) obligations for borrowed money, whether or not evidenced by a note or other similar instrument or agreement,
(b) obligations representing the deferred purchase price of property or services other than accounts payable arising in the ordinary course of business and in accordance with past practice
which are not more than 120 days past due or are being contested in good faith by appropriate proceedings, (c) obligations, whether or not assumed, secured by Liens on or payable out of
the proceeds or production from specified property now or hereafter owned or acquired by such Person, (d) obligations that are evidenced by notes, acceptances or other instruments or
agreements, including, but not limited to, employee severance agreements (but not including noncapitalized lease obligations), (e) Capitalized Lease Obligations, (f) obligations under
any Guarantee, and (g) obligations under any Swap Agreement.

"Indemnified
Taxes" means Taxes other than Excluded Taxes.

"Intercompany
Indebtedness" means, at any time, any Indebtedness owing from one member of the Company Group to another member of the Company Group.

"Interest
Period" means a CD Interest Period or a Eurodollar Interest Period.

"Inventory"
means, at any time, goods, merchandise or other personal property held for sale in the ordinary course of business of the Company Group on a consolidated basis.

"Laws"
means all applicable statutes, laws, rules, ordinances, regulations, orders, writs, judgments, awards, injunctions or decrees of any Tribunal.

"Letter
of Credit Commitment" means, for any Bank, the lesser of (a) such Bank's Ratable Share of $30,000,000, or (b) such Bank's Ratable Share of the Total Commitments if
the Total Commitments are less than $30,000,000. The term "Letter of Credit Commitment" means, with respect to the obligation of the Agent to issue Letters of Credit, the lesser of
(a) $30,000,000, or (b) the Total Commitments if the Total Commitments are less than $30,000,000.

"Letter
of Credit Exposure" means the aggregate amount of all issued and outstanding Letters of Credit.

"Letter
of Credit Facility" means the aggregate of all Letter of Credit Commitments.

"Letters
of Credit" means Standby Letters of Credit and commercial letters of credit.

"Lien"
means any security interest, mortgage, pledge, lien, charge, encumbrance, title retention agreement, lessor's interest under a Capitalized Lease Obligation, the interest of a
vendor under any conditional sale or title retention agreement or other similar interest in, of or on any property.

"Litigation"
means any proceeding, claim, lawsuit and/or investigation conducted or threatened in writing (and known to the Person in question) by or before any Tribunal.

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"Loan"
means any loan made under this Agreement and any loan made under the Prior Agreement which is outstanding on the Effective Date.

"Loan
Documents" means this Agreement, each of the Notes, the Parent Guaranty, the Subsidiary Guaranty, the Applications and all other documents executed or delivered (or to be executed
or delivered) pursuant to the Prior Agreement or any of the foregoing documents, and any amendments, modifications, supplements or restatements of any of the foregoing.

"Maintenance
Capital Expenditures" means, for the twelve (12) month period immediately preceding the date of determination, the aggregate capital expenditures of the Company Group
on a consolidated basis for maintenance of existing property, equipment and facilities which shall, for the purposes of this definition, be deemed to be $2,000,000 for each twelve (12) month
period.

"Material
Adverse Effect" means any set of circumstances or event that (a) would have any adverse effect whatsoever upon the validity or enforceability of any of the Loan
Documents, (b) is or, upon the passage of time or the happening of an event will be, material and adverse to the consolidated financial position or business operations of the Company and the
Guarantors taken as a whole, or (c) would material impair the ability of the members of the Company and the Guarantors, taken as a whole, to fulfill the obligations of the Loan Documents.

"Material
Indebtedness" means any Indebtedness (excluding Intercompany Indebtedness) in an amount equal to or exceeding $5,000,000.

"Net
Worth" means, as of any date, the total shareholder's equity (including common and preferred stock, additional paid-in capital and retained earnings after deducting treasury stock)
which would appear on a consolidated balance sheet of the Company Group, or on an unconsolidated balance sheet of the Company, as the case may be, prepared as of such date in accordance with GAAP.

"Note"
means each promissory note in substantially the form of Exhibit B to this Agreement, duly executed and delivered to the Agent by the Company and payable to the order of a
Bank in the amount of its Commitment, including any amendment, modification, renewal or replacement of such promissory note.

"Obligations"
means all unpaid principal and accrued and unpaid interest under the Notes, all accrued and unpaid fees hereunder, and all other obligations of the Company and each
Guarantor to the Banks or to any Bank or the Agent arising under the Loan Documents, including, but not limited to, the Parent Guaranty and the Subsidiary Guaranty.

"Operating
Cash Flow" means, for any period, the sum of the following for the Company Group determined on a consolidated basis without duplication: (a) net income (before
accounting for the gains and losses on the sale of capital assets, discontinued operations and other like extraordinary or nonrecurring events), plus (b) depreciation and amortization, plus
(c) interest expense, plus (d) taxes (exclusive of the tax effects relating to the closing of the Edinburg facility, the operations in Japan and the Weslaco facility), all as set forth
on the financial statements of the Company and its Subsidiaries and as determined in accordance with GAAP. In calculating Operating Cash Flow, the following shall be excluded to the extent included in
determining net income for the period and not otherwise excluded pursuant to other provisions of this definition: (i) the charges taken in an amount not to exceed $14,300,000 after tax
($20,800,000 before tax) relating to the closing of the Edinburg facility and the operations in Japan or the reversal of those charges, and (ii) the charges taken in an amount not to exceed
$615,000 after tax ($1,000,000 before tax) relating to the closing of the Weslaco facility or the reversal of those charges, all as set forth on the financial statements of the Company and its
Subsidiaries and as determined in accordance with GAAP. In no event shall Operating Cash Flow include any income or loss attributable to any changes in the accounting for pension, profit sharing or
employee benefits.

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"Other Taxes" means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made under any Loan
Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document.

"Parties"
means the Company, Haggar, the Banks and the Agent.

"Parent
Guaranty" means that certain continuing guaranty, dated August 30, 2001, executed by Haggar, pursuant to which Haggar unconditionally guaranteed the full payment of the
obligations described therein, as the same may be amended or otherwise modified from time to time.

"Payment
Date" means each March 31, June 30, September 30 and December 31 during the term of this Agreement.

"Permitted
Indebtedness" means the obligations of the Company Group listed on Schedule 6 hereto and any or all of the following Indebtedness:



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"Permitted
Liens" means (a) Liens for Taxes not yet due and payable, mechanic's Liens and materialman's, shipper's or warehouseman's Liens for services or materials and landlord's
Liens for rental amounts for which payment is not yet due or that are being contested in good faith and their enforcement stayed by appropriate proceedings, (b) Liens securing any purchase
money Permitted Indebtedness if such Liens do not encumber any property other than the property for which such purchase money Permitted Indebtedness was incurred, (c) pledges or deposits made
to secure payment of worker's compensation, or to participate in any fund in connection with worker's compensation, unemployment insurance, pensions, or other social security programs,
(d) good-faith pledges or deposits made to secure performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, not in excess of twenty percent
(20%) of the aggregate amount due thereunder, or to secure statutory obligation, surety or appeal bonds, or indemnity, performance, or other similar bonds in the ordinary course of business,
(e) encumbrances consisting of zoning restrictions, easements or other restrictions on the use of real property, none of which materially impair the operation by the Company and the Guarantors
(taken as a whole) of their business, and none of which is violated by existing or proposed structures or land use that materially impair the operation by the Company and the Guarantors taken as a
whole, (f) the following, if (i) the validity or amount thereof is being contested in good faith and by appropriate and lawful proceedings and so long as levy and execution thereon have
been stayed and continue to be stayed, or (ii) they do not in the aggregate materially detract from the value of any material assets or the operation by the Company and the Guarantors of their
respective businesses: claims and Liens for Taxes due and payable; any attachment of personal or real property or other legal process prior to adjudication of a dispute on the merits; adverse
judgments on appeal; and Liens, and (g) Liens granted to the issuer of a documentary letter of credit which is issued for the account of a member of the Company Group in the ordinary course of
such member's business, which Liens encumber the documents of title and underlying goods the purchase of which is being supported with the issuance of the letter of credit in question.

"Person"
means any corporation, natural person, firm, joint venture, partnership, trust, unincorporated organization, government or any department or agency of any government.

"Plan"
means an employee pension benefit plan that is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code and is either
(a) maintained by the Company or any member of the Controlled Group for employees of the Company or any member of the Controlled Group (a "Single Employer Plan") or (b) maintained
pursuant to a collective bargaining agreement or any other arrangement to which the Company or any member of the Controlled Group is a party under which more than one employer makes contributions (a
"Multi-Employer Plan").

"Prime
Rate" means, as of a particular date, the prime rate most recently announced by the Agent, automatically fluctuating upward and downward with and at the time specified in each
such announcement without special notice to the Company or any other Person, which prime rate may not necessarily represent the lowest or best rate actually charged to a customer.

"Prior
Agreement" has the meaning ascribed thereto in Recital A hereof.

"Ratable
Share" of any Bank means that percentage which the Commitment of such Bank bears to the Total Commitments.

"Rate
Option" means the Eurodollar Rate, the Fixed CD Rate or the Alternate Base Rate.

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"Receivables"
means the unpaid principal portion of the obligation, as stated on the respective invoice, of any customer of the Company or any of its Domestic Subsidiaries, to pay money
arising out of or related to the sale of Inventory or services by the Company and/or its Domestic Subsidiaries on a consolidated basis in the ordinary course of business, net of any credits, rebates
or offsets owed to such customer and also net of any commissions payable by the Company or such Domestic Subsidiary to third parties, other than commissions payable with respect to sales of finished
goods, and net of any reserves.

"Regulation
D", "Regulation G", "Regulation U" and "Regulation X" means respectively Regulation D, Regulation G, Regulation U and Regulation X of the Board of
Governors of the Federal Reserve System from time to time in effect and shall include any successor or other regulation or official interpretation of said Board of Governors.

"Reportable
Event" means a reportable event as defined in Section 4043 of ERISA, other than a reportable event for which the ERISA notice requirement has been waived.

"Required
Banks" means (a) Banks in the aggregate holding at least sixty percent (60%) of the sum of (i) the aggregate unpaid principal amount of the outstanding Loans plus
(ii) the Letter of Credit Exposure, or (b) if no Loans or Letters of Credit are outstanding, Banks in the aggregate having at least sixty percent (60%) of the Commitments.

"Reserve
Requirement" means, with respect to a Eurodollar Interest Period or a CD Interest Period, the maximum aggregate reserve requirement imposed on the Agent (including all basic,
supplemental, marginal and other reserves and taking into account any transitional adjustments or other scheduled changes in reserve requirements during such Interest Period) that is imposed under
Regulation D on non-personal time deposits of $100,000 or more with a maturity equal to that of the CD Interest Period (in the case of Fixed CD Rate Advances) or on Eurocurrency
liabilities with a maturity equal to that of the Eurodollar Interest Period (in the case of Eurodollar Advances).

"Section"
or "Article" means a numbered section or article of this Agreement, unless another document or Law is specifically referenced.

"Shortfall"
shall have the meaning ascribed thereto in Section 2.9(b).

"Standby
Letter of Credit" means a standby letter of credit issued by the Agent for the account of the Company, and all renewals, extensions or replacements thereof, and includes an
Existing Standby Letter of Credit.

"Subsidiary"
means any corporation or other entity, more than fifty percent (50%) of the outstanding voting securities of which shall at the time be owned or controlled, directly or
indirectly, by any Person, including, but not limited to, any foreign business organization that is so owned or controlled.

"Subsidiary
Guaranty" means that certain Amended and Restated Guaranty of Domestic Subsidiaries executed August 30, 2001, pursuant to which the Company's Domestic Subsidiaries
unconditionally guaranteed the full payment of the obligations described therein, together with each and every other continuing guaranty which is hereafter executed and delivered pursuant to the
provisions of Section 7.11, in each case substantially in the form of such Amended and Restated Guaranty of Domestic Subsidiaries, as any of the same may be amended or otherwise modified from
time to time including, without limitation, any modification thereto which joins any new Subsidiary thereto.

"Swap
Agreement" means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more
rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar
transaction or any

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combination of these transactions;providedthat no phantom stock or similar plan providing for payments only on account of services provided by
current or former directors, officers, employees or consultants of the Company, Haggar or any of their respective Subsidiaries shall be a Swap Agreement.

"Taxes"
means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Tribunal.

"Termination
Date" means June 30, 2005, unless the Commitments are terminated prior to such date pursuant to Sections 2.4 or 9.1.

"Total
Commitments" means the aggregate Commitments of all the Banks.

"Total
Liabilities" means the total of all amounts that would be treated as liabilities on a consolidated balance sheet of the Company Group prepared in accordance with GAAP, including,
without limitation, accrued taxes and accrued expenses.

"Tribunal"
means any relevant court or government department, commission, board, bureau, agency or instrumentality of any state, commonwealth, nation, territory, possession, county,
parish or municipality, whether now or hereafter constituted or existing.

"Unfunded
Liabilities" means (a) in the case of Single Employer Plans (as defined in the definition of the term "Plan"), the amount (if any) by which the present value of all
vested non-forfeitable benefits under such Plan exceeds the fair market value of all Plan assets allocable to such benefits, all determined as of the then most recent valuation date for
such Plan, and (b) in the case of Multi-Employer Plans (as defined in the definition of the term "Plan"), the withdrawal liability of the Company Group.

"Unmatured
Default" means an event which but for the lapse of time or the giving of notice, or both, would constitute a Default; provided, however, that the failure to maintain any of
the financial ratios set forth in Sections 7.6, 7.7 and 7.9 as of a specific point in time prior to the end of a fiscal quarter shall not constitute an Unmatured Default unless the Required Banks
reasonably determine that it is likely that at the end of such fiscal quarter a Default will exist with respect to any of the financial ratios set forth in Section 7.6, 7.7 or 7.9, as
applicable.

1.2.Gender and Number.Words of any gender used in this Agreement shall be held and construed to include any
other gender; and, words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise.

1.3.References to Agreement.Use of the words "herein", "hereof", "hereinabove", and the like are and shall be
construed as references to this Agreement.

ARTICLE 2.        THE CREDITS

2.1.Advances and Letters of Credit.



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2.2.Use of Proceeds.The proceeds of the Advances shall be used by the Company in compliance with
Section 5.15 hereof, for working capital, to finance acquisitions permitted hereby and other general corporate purposes, in compliance with Section 7.2 in all respects and in the
ordinary course of its business. Proceeds of the Advances may also be used to fund the repurchase of shares of the common stock of Haggar on the open market or through privately negotiated
transactions; provided, however, that proceeds used for such purpose, in the aggregate for the period from the Effective Date through the Termination Date, shall not exceed $15,000,000. The provisions
of this Section 2.2 are subject to, and shall not limit, modify or otherwise affect, the other covenants and agreements contained in this Agreement, including, without limitation, the covenants
contained in Article 7 hereof.

2.3.Optional Principal Payments.The Company may from time to time pay all outstanding Advances or, in a
minimum aggregate amount of $1,000,000 (or any integral multiple thereof), any portion of the outstanding Advances (a) at any time, in the case of a Floating Rate Advance, and (b) upon
one (1) Business Day's notice to the Agent, in the case of a Fixed Rate Advance; provided, however, that each Fixed Rate Advance may be paid only on the last day of its applicable Interest
Period, whether in connection with a total or a partial prepayment.

2.4.Reduction or Termination of Commitments.The Commitments may or shall be reduced as follows:



2.5.Fees.The Company shall pay to the Agent for the account of the Banks in their respective Ratable Shares
(except as set forth in subsection (b)(i) below), from the Effective Date to and including the Termination Date, the following fees:



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2.6.Methods of Borrowing and Application and Issuance of Letters of Credit.



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2.7.Method of Selecting Rate Options and Interest Periods: Calculation of Interest.



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2.8.Borrowing Base and Borrowing Base Certificate.In no event shall the Banks be required to make any Advance
or the Agent be required to issue any Letter of Credit hereunder if the making of such Advance or drawing under such Letter of Credit (assumed for these purposes to be an Advance) would create a
Borrowing Base Deficiency. The Borrowing Base shall be initially computed as of the Effective Date. Thereafter the Borrowing Base shall be recomputed as of the last day of each month utilizing the
required Borrowing Base Certificate, which shall be furnished to the Agent within twenty (20) days after the end of such month and certified as to correctness by an Authorized Officer of the
Company. If the Banks shall reasonably object to the form or contents of, or any calculations made in, any Borrowing Base Certificate, the Banks shall not be required to make any Advance hereunder
until such objection is resolved to the Banks' satisfaction.

2.9.Method of Payment.



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2.10.Notes.Telephonic Notices. The Advances shall be evidenced
by the Notes. Each Bank is hereby authorized to record the principal amount of each Advance and each repayment in its records. Any such recording shall constitute prima facie evidence of the accuracy
of the information so recorded; provided, however, that the absence or inaccuracy of such records shall not limit or otherwise affect the Obligations. The Company hereby authorizes each Bank and the
Agent to extend Loans and effect Rate Option selections based on telephonic notices made by any person or persons the Agent or such Bank in good faith believes to be acting on behalf of the Company.
The Company shall promptly confirm to the Agent any telephonic notice by written confirmation signed by an Authorized Officer of the Company as provided in Section 2.7. If the written
confirmation differs in any material respect from
the action taken by the Agent and the Banks, the records of the Agent and the Banks shall govern absent manifest error.

2.11.Interest Payment Dates, Interest Basis.Interest accrued and unpaid on the outstanding principal of all
Advances shall be due and payable on the last day of each calendar quarter, on the Termination Date, and additionally with respect to each Fixed Rate Advance, on the last day of the Interest Period
applicable to each Fixed Rate Advance. Interest shall be calculated for actual days elapsed on the basis of a three hundred sixty (360) day year or, if such a calculation would result in an
amount which exceeds the Highest Lawful Rate, then on the basis of the actual number of days contained in such year. Interest shall be payable for the day a Loan is made but not for the day of any
payment on the amount paid if payment is received prior to noon (Dallas, Texas time) at the place of payment. If any payment of principal of or interest on a Loan or any other amount due hereunder
shall become due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and, in the case of a principal payment, such extension of time shall be included
in computing interest in connection with such payment.

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ARTICLE 3.        CHANGE IN CIRCUMSTANCES; INDEMNIFICATION



then,
within fifteen (15) days of demand and the submission of reasonable evidence in support thereof by such Bank, the Company shall pay such Bank that portion of such increased expense
incurred or the amount of reduction in an amount received which such Bank reasonably determines is attributable to making, funding and maintaining its Loans or Letters of Credit. The determination of
any amount to be paid by the Company shall take into consideration the policies of such Bank, or any corporation controlling such Bank, and shall be based upon any reasonable averaging, attribution
and allocation methods.



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ARTICLE 4.        CONDITIONS PRECEDENT



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Each
request for an Advance hereunder and each request for the issuance of a Letter of Credit shall be deemed to be a representation and warranty by the Company to the Banks, as of the
applicable Borrowing Date or the date of the issuance of the Letter of Credit, as to each of the matters specified in this Section 4.2.

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ARTICLE 5.        REPRESENTATIONS AND WARRANTIES

To induce the Banks to enter into this Agreement and the other Loan Documents and to make the Loans and to induce the Agent to issue the Letters of Credit, the
Company represents and warrants to the Banks as follows:



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ARTICLE 6.        AFFIRMATIVE COVENANTS

To induce the Banks to enter into this Agreement and the other Loan Documents and to make the Loans and to induce the Agent to issue the Letters of Credit, Haggar
and the Company covenant and agree that, on behalf of themselves and the Company Group, during the term of this Agreement and as long as all or any part of any Advances or Letters of Credit are
outstanding or the Agent or any Bank

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has a Commitment hereunder, they will do or cause to be done the following (unless the prior written consent of the Required Banks is otherwise obtained):



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ARTICLE 7.        NEGATIVE COVENANTS

To induce the Banks to enter into this Agreement and the other Loan Documents and to make the Loans and to induce the Agent to issue the letters of Credit, Haggar
and the Company covenant and agree that, on behalf of themselves and the Company Group, during the term of this Agreement and as long as all or any part of any Advances or Letters of Credit are
outstanding or the Agent or any Bank has a Commitment hereunder, they will not, nor permit or suffer any member of the Company Group to, do any of the following (unless the prior written consent of
the Required Banks is otherwise obtained):



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ARTICLE 8.        DEFAULTS



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Any
notice that may be required hereunder need be delivered to the Company only, and no other Person shall be entitled to receive any notices whatsoever under this Agreement, regardless
of whether the action, inaction, default or other matter to which such notice relates is by or concerning a Person other than the Company.

ARTICLE 9.        ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES



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ARTICLE 10.        GENERAL PROVISIONS



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For
the purposes of this Section 10.2(a), the terms "Approved Fund" and "CLO" have the following meanings:

"Approved Fund" means (a) a CLO and (b) with respect to any Bank that is a fund which invests in bank loans and similar
extensions of credit, any other fund that invests in bank loans and similar extensions of credit and is managed by the same investment advisor as such Bank or by an Affiliate of such investment
advisor.

"CLO" means any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or
otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and is administered or managed by a Bank or an Affiliate of such Bank.



39

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40

---



41

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42

---



ARTICLE 11    THE AGENT



43

---



44

---



45

---



46

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ARTICLE 12.    RATABLE PAYMENTS



ARTICLE 13.    NOTICES



Notices
and other communications to the Banks hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Agent; provided that the foregoing shall not
apply to notices pursuant to Article 2 unless otherwise agreed by the Agent and the applicable Bank. The Agent or the Company may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. Any
party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party
hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

47

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ARTICLE 14.        COUNTERPARTS

This Agreement may be executed in any number counterparts and on telecopy 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.

ARTICLE 15.        AMENDMENT AND RESTATEMENT

Neither execution of this Agreement nor any Notes extinguishes the indebtedness outstanding in connection with the Prior Agreement nor do they constitute a
novation with respect to such indebtedness. The Company, Haggar, the Agent and the Banks ratify and confirm each of the Loan Documents entered into prior to the Effective Date (but excluding the Prior
Agreement) and agree that such Loan Documents continue to be legal, valid, binding and enforceable in accordance with their respective terms. However, for all matters arising prior to the Effective
Date (including, without limitation, the accrual and payment of interest and fees, and matters relating to indemnification and compliance with financial covenants), the terms of the Prior Agreement
(as unmodified by this Agreement) shall control and are hereby ratified and confirmed. Without limiting the generality of the foregoing and notwithstanding any Loan Document to the contrary, Company,
Haggar, each other Guarantor, Agent and the Banks agree and acknowledge that:



The
Company and each Guarantor represent and warrant that as of the Effective Date there are no claims or offsets against or rights of recoupment with respect to or defenses or counterclaims to its
obligations under the Prior Agreement or any of the Loan Documents. IN ACCORDANCE WITH THE FORGOING, EACH OF THE COMPANY, HAGGAR AND, BY EXECUTION OF THIS AGREEMENT, EACH OF THE OTHER GUARANTORS
HEREBY:



48

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EXECUTED
as of the date first above written.

| |  | Company and Haggar:                                                                                                                                                                                                                  
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |                                                                                                                                                                                                                                      
| |  | HAGGAR CLOTHING CO., a Nevada corporation
HAGGAR CORP., a Nevada corporation                                                                                                                                                         
| |  |                                                                                                                                                                                                                                      
| |  | By:                                                                                                                                                                                                                                  
| |  |                                                                                                                                                                                                                                      
| |  |                                                                                                                                                                                                                                      
| |  | Agent:                                                                                                                                                                                                                               
| |  |                                                                                                                                                                                                                                      
| |  | JPMORGAN CHASE BANK (formerly The Chase Manhattan Bank who was successor in interest by merger to Chase Bank of Texas, National Association who was formerly Texas Commerce Bank National Association), Individually and as the
Agent
| |  |                                                                                                                                                                                                                                      
| |  | By:                                                                                                                                                                                                                                  
| |  |                                                                                                                                                                                                                                      
| |  |                                                                                                                                                                                                                                      

49

---

| |  | Banks:                        
| |  | ------------------------------
| |  |                               
| |  | GUARANTY BANK                 
| |  |                               
| |  | By:                           
| |  |                               
| |  |                               
| |  |                               
| |  | COMERICA BANKTEXAS           
| |  |                               
| |  | By:                           
| |  |                               
| |  |                               
| |  |                               
| |  | BANK OF AMERICA, N.A.         
| |  |                               
| |  | By:                           
| |  |                               
| |  |                               
| |  |                               
| |  | SOUTHWEST BANK OF TEXAS       
| |  |                               
| |  | By:                           
| |  |                               
| |  |                               
| |  |                               
| |  | U.S. BANK NATIONAL ASSOCIATION
| |  |                               
| |  | By:                           
| |  |                               
| |  |                               
| |  |                               
| |  | THE BANK OF NOVA SCOTIA       
| |  |                               
| |  | By:                           
| |  |                               
| |  |                               

50

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Consent of Domestic Subsidiaries

Each of the undersigned Subsidiaries hereby (a) agrees that the Subsidiary Guaranty is and shall remain in full force and effect; (b) ratifies and
confirms all terms and provisions of the Subsidiary Guaranty, (c) acknowledges its consent and agreement to this Agreement (including without limitation, the provisions of Sections 7.14, 10.5,
10.13 and Article 15 hereof) and agrees to be bound thereby, and (d) reaffirms all agreements and obligations under the Subsidiary Guaranty with respect to the Loans, the Notes, the
Agreement and all other documents, instruments or agreements governing, securing or pertaining to the Loans.

| |  | 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:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

51

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INDEX TO SCHEDULES AND EXHIBITS

SCHEDULES

|Schedule 1 |  |  |  | Current Members of the Boards of Directors of Haggar and the Company
|---------- |  | - |  | --------------------------------------------------------------------
|Schedule 2 |  |  |  | Existing Standby Letters of Credit                                  
|Schedule 3 |  |  |  | Domestic and Foreign Subsidiaries                                   
|Schedule 4 |  |  |  | Commitments                                                         
|Schedule 5 |  |  |  | Addresses for Notices                                               
|Schedule 6 |  |  |  | Existing Indebtedness                                               

EXHIBITS

|Exhibit A |  |  |  | Form of Borrowing Base Certificate
|--------- |  | - |  | ----------------------------------
|Exhibit B |  |  |  | Form of Note                      
|Exhibit C |  |  |  | Compliance Certificate            

---

SCHEDULE 1  to  SECOND AMENDED AND RESTATED CREDIT AGREEMENT

CURRENT MEMBERS OF THE BOARDS OF DIRECTORS  OF HAGGAR AND THE COMPANY

HAGGAR CORP

HAGGAR CLOTHING CO.J. M. HAGGAR, III
FRANK BRACKEN
RAE F. EVANS
RICHARD W. HEATH
JOHN C. TOLLESON
DONALD E. GODWIN

J. M. HAGGAR, III
FRANK BRACKEN


---

SCHEDULE 2  to  SECOND AMENDED AND RESTATED CREDIT AGREEMENT

STANDBY  LETTERS OF CREDIT OUTSTANDINGAs of March 31, 2002

BENEFICIARY

LC #

MATURITY

AMOUNTNATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURG, PA.

D424918

12/31/02

$
1,941,624TRAVELERS INSURANCE COMPANY

D418099

12/31/02

$
700,000CIGNA INSURANCE COMPANY

D467819

09/30/02

$
4,084,586IBM CREDIT CORP.

D224687

06/30/03

$
564,000


---



SCHEDULE 3  to  SECOND AMENDED AND RESTATED CREDIT AGREEMENT        SUBSIDIARIES

|COMPANY NAME & ADDRESS                                                     |  | SITUS OF INCORPORATION
|-------------------------------------------------------------------------- |  | ----------------------
|DOMESTIC                                                                   |  |                       
|Bowie Manufacturing Company
6113 Lemmon Avenue, Dallas, TX 75209           |  | Nevada                
|Corsicana Company
6113 Lemmon Avenue, Dallas, TX 75209                     |  | Nevada                
|Dallas Pant Manufacturing Company
6113 Lemmon Avenue, Dallas, TX 75209     |  | Nevada                
|Greenville Pant Manufacturing Company
6113 Lemmon Avenue, Dallas, TX 75209 |  | Nevada                
|McKinney Pant Manufacturing Company
6113 Lemmon Avenue, Dallas, TX 75209   |  | Nevada                
|Olney Manufacturing Company
6113 Lemmon Avenue, Dallas, TX 75209           |  | Nevada                
|Waxahachie Garment Company
6113 Lemmon Avenue, Dallas, TX 75209            |  | Nevada                
|La Romana Manufacturing Corporation
6113 Lemmon Avenue, Dallas, TX 75209   |  | Nevada                
|Haggar Services, Inc.
6113 Lemmon Avenue, Dallas, TX 75209                 |  | Texas                 
|Duncan Manufacturing Company
6113 Lemmon Avenue, Dallas, TX 75209          |  | Oklahoma              
|Haggar Corp. (Parent)
6113 Lemmon Avenue, Dallas, TX 75209                 |  | Nevada                
|Haggar Clothing Co.
6113 Lemmon Avenue, Dallas, TX 75209                   |  | Nevada                
|Weslaco Sewing, Inc.
6113 Lemmon Avenue, Dallas, TX 75209                  |  | Nevada                
|Weslaco Cutting, Inc.
6113 Lemmon Avenue, Dallas, TX 75209                 |  | Nevada                
|Haggar Direct, Inc.
6113 Lemmon Avenue, Dallas, TX 75209                   |  | Nevada                
|San Gabriel Enterprises, Inc.
6113 Lemmon Avenue, Dallas, TX 75209         |  | Texas                 
|Multiples, U.S.A., Inc.
6113 Lemmon Avenue, Dallas, TX 75209               |  | Texas                 
|                                                                           |  |                       

1

---

|Edinburg Direct Garment Company, Inc.
1407 E. Freddy Gonzalez, Edinburg, TX 78539 |  | Texas              
|--------------------------------------------------------------------------------- |  | -------------------
|Weslaco Direct Cutting Company, Inc.
1801 E. Haggar Avenue, Weslaco, TX 78596     |  | Texas              
|Haggar.Com, Inc.
6113 Lemmon Avenue, Dallas, TX 75209                             |  | Texas              
|Jerell Clothing Management, Inc.
6113 Lemmon Avenue, Dallas, TX 75209             |  | Texas              
|Jerell, Ltd.
6113 Lemmon Avenue, Dallas, TX 75209                                 |  | Texas              
|Haggar Canada, Inc.
6113 Lemmon Avenue, Dallas, TX 75209                          |  | Nevada             
|FOREIGN                                                                           |  |                    
|Haggar Mex. S.A. de C.V.
6113 Lemmon Avenue, Dallas, TX 75209                     |  | Mexico             
|Haggar Apparel Ltd.
6113 Lemmon Avenue, Dallas, TX 75209                          |  | United Kingdom     
|Haggar Canada Co.
6113 Lemmon Avenue, Dallas, TX 75209                            |  | Nova Scotia, Canada
|Haggar Japan Co., Ltd.
6113 Lemmon Avenue, Dallas, TX 75209                       |  | Japan              

2

---

SCHEDULE 4  to  SECOND AMENDED AND RESTATED CREDIT AGREEMENT        COMMITMENTS

|Bank                           |  | Commitment
|------------------------------ |  | ----------
|JPMorgan Chase Bank            |  | $         
|Comerica Bank                  |  | $         
|Guaranty Bank                  |  | $         
|Bank of America, N.A.          |  | $         
|Southwest Bank of Texas, N.A.  |  | $         
|U.S. Bank National Association |  | $         
|The Bank of Nova Scotia        |  | $         
|                               |  |           
|                               |  | $         
|                               |  |           

---

SCHEDULE 5  to  SECOND AMENDED AND RESTATED CREDIT AGREEMENT        ADDRESSES FOR NOTICES

|GUARANTY BANK                    |  | COMERICA BANK-TEXAS              
|-------------------------------- |  | ---------------------------------
|8333 Douglas Avenue              |  | Mail Code 6525                   
|Dallas, TX 75225                 |  | P. 0. Box 650282                 
|Robert Hays                      |  | Dallas, TX 75265-0282            
|Phone:                           |  | (214) 360-2821                   
|Fax:                             |  | (214) 360-8908                   
|e-mail:                          |  | bob.hays@guarantygroup.com       
|                                 |  |                                  
|Kim Thompson                     |  | Rick L. Rudolph                  
|Phone:                           |  | (214) 360-2609                   
|Fax:                             |  | (214) 360-85109                  
|e-mail:                          |  | kim.thompson@guarantygroup.com   
|                                 |  |                                  
|                                 |  |                                  
|                                 |  |                                  
|                                 |  |                                  
|                                 |  |                                  
|THE BANK OF NOVA SCOTIA          |  | BANK OF AMERICA, N.A.            
|1100 Louisiana, Suite 3000       |  | 100 N. Tryon Street              
|Houston, TX 77002                |  | Mail Station: NC1-007-17-12      
|Richard Bartolo                  |  | Charlotte, NC 28255              
|Phone:                           |  | (713) 759-3453                   
|Fax:                             |  | (713) 752-2425                   
|e-mail:                          |  | richard_bartolo@scotiacapital.com
|                                 |  |                                  
|John Kallina                     |  |                                  
|Phone:                           |  | (713) 759-3439                   
|Fax:                             |  | (713) 752-2425                   
|e-mail:                          |  | john_kallina@scotiacapital.com   
|                                 |  |                                  
|SOUTHWEST BANK OF TEXAS, N.A.    |  | U.S. BANK NATIONAL ASSOCIATION   
|5 Post Oak Parkway               |  | One U.S. Bank Plaza, Tram 12-3   
|4400 Post Oak Parkway, 4th Floor |  | St. Louis, MO 63101              
|Houston, TX 77027                |  | Amanda A. Smith                  
|Preston Moore                    |  | Phone:                           
|Phone:                           |  | (713) 232-1083                   
|Fax:                             |  | (713) 232-5925                   
|e-mail:                          |  | prestonm@swbanktx.com            
|                                 |  |                                  
|                                 |  |                                  
|                                 |  |                                  
|                                 |  |                                  

---

SCHEDULE 6  to  SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Existing Indebtedness

|Owed by                 |  | Approximate Amount at 3/31/2002 |            | Noteholder |                                 | Secured By |                               | Guarantor
|----------------------- |  | ------------------------------- | ---------- | ---------- | ------------------------------- | ---------- | ----------------------------- | ---------
|Bowie Mfg. Co.          |  | $                               | 2,300,000  |            | IRB                             |            | Equipment                     |          
|Haggar Clothing Company |  | $                               | 10,714,000 |            | Allstate Life Insurance Company |            | N/A                           |          
|Haggar Clothing Company |  | $                               | 9,113,597  |            | National Life of Vermont        |            | Key Man Life Insurance Policy |          
|Jerrell, Inc.           |  | $                               | 66,250     |            | Gerber Technology               |            | Equipment                     |          
|                        |  |                                 |            |            |                                 |            |                               |          
|                        |  | $                               | 22,193,847 |            |                                 |            |                               |          
|                        |  |                                 |            |            |                                 |            |                               |          

---

EXHIBIT A  to  SECOND AMENDED AND RESTATED CREDIT AGREEMENT

BORROWING BASE CERTIFICATE

---

BORROWING BASE CERTIFICATE  (for the month                ending or as
of                )

HAGGAR CLOTHING CO.

|TO:   |  | JPMORGAN CHASE BANK
2200 Ross Avenue
P.O. Box 660197
Dallas, Texas 75266
Attention: Allen King                                                                                                                  
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|DATE: |  | , 200                                                                                                                                                                                                           
|RE:   |  | Second Amended and Restated Credit Agreement dated as of June 13, 2002 (as amended, the "Agreement"), by and among Haggar Clothing Co., Haggar Corp., JPMorgan Chase Bank and the Banks listed in the Agreement.

---

---

|1. |  | Receivables                 |  |                                                                                                |  |                                                                                                                                                                                                                                                                               |   |   |  
|-- |  | --------------------------- |  | ---------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | - | -
|   |  | A.                          |  | Total Receivables                                                                              |  |                                                                                                                                                                                                                                                                               |   |   | $
|   |  | B.                          |  | Less:                                                                                          |  |                                                                                                                                                                                                                                                                               |   |   |  
|   |  |                             |  | (i)                                                                                            |  | affiliate and employee Receivables                                                                                                                                                                                                                                            |   | $ | (
|   |  |                             |  | (ii)                                                                                           |  | Receivables unpaid after 90 days after date of invoice (or the effective date of Dated Invoices)                                                                                                                                                                              |   | $ | (
|   |  |                             |  | (iii)                                                                                          |  | Receivables subject to Lien                                                                                                                                                                                                                                                   |   | $ | (
|   |  |                             |  | (iv)                                                                                           |  | Receivables with respect to which goods are placed on consignment, guaranteed sale or other terms by reason of which the payment obligation of the account debtor may be conditional, but only to the extent that such
Receivables equal or exceed $500,000 in the aggregate. |   | $ | (
|   |  |                             |  | (v)                                                                                            |  | all uncollectible Receivables                                                                                                                                                                                                                                                 |   | $ | (
|   |  |                             |  | (vi)                                                                                           |  | reserve for "discounts"                                                                                                                                                                                                                                                       |   | $ | (
|   |  |                             |  | (vii)                                                                                          |  | reserve for "build-ups"                                                                                                                                                                                                                                                       |   | $ | (
|   |  |                             |  | (viii)                                                                                         |  | reserve for "deductions"                                                                                                                                                                                                                                                      |   | $ | (
|   |  |                             |  | (ix)                                                                                           |  | other reserves                                                                                                                                                                                                                                                                |   | $ | (
|   |  | C.                          |  | Preliminary Total of Eligible Receivables                                                      |  |                                                                                                                                                                                                                                                                               |   |   | $
|   |  | D.                          |  | 5%of line C                                                                                    |  |                                                                                                                                                                                                                                                                               |   |   | $
|   |  | E.                          |  | Total Dated Invoices included in line C.                                                       |  |                                                                                                                                                                                                                                                                               |   |   | $
|   |  | F.                          |  | If line E greater than line D, Line E minus line D =                                           |  |                                                                                                                                                                                                                                                                               |   |   | $
|   |  | G.                          |  | Total of Eligible Receivables (line C minus line F)                                            |  |                                                                                                                                                                                                                                                                               |   |   | $
|   |  | H.                          |  | 80% of Total Eligible Receivables (i.e., line G)                                               |  |                                                                                                                                                                                                                                                                               |   |   | $
|2. |  | Inventory                   |  |                                                                                                |  |                                                                                                                                                                                                                                                                               | $ |   |  
|   |  | A.                          |  | Total Inventory per attached summary schedule                                                  |  |                                                                                                                                                                                                                                                                               |   |   | $
|   |  | B.                          |  | Less: ineligible Inventory (i.e., subject to Liens)                                            |  | $                                                                                                                                                                                                                                                                             | ( | ) |  
|   |  | C.                          |  | Total Eligible Inventory                                                                       |  |                                                                                                                                                                                                                                                                               |   |   | $
|   |  | D.                          |  | 50% of Eligible Inventory                                                                      |  |                                                                                                                                                                                                                                                                               |   |   | $
|3. |  | Borrowing Base              |  |                                                                                                |  |                                                                                                                                                                                                                                                                               |   |   |  
|   |  | A.                          |  | (i)                                                                                            |  | 80% of Eligible Receivables (from line H)                                                                                                                                                                                                                                     |   |   |  
|   |  |                             |  | (ii)                                                                                           |  | 50% of Eligible Inventory (from line D)                                                                                                                                                                                                                                       |   |   |  
|   |  | B.                          |  | Borrowing Base Formula Sum                                                                     |  |                                                                                                                                                                                                                                                                               |   |   | $
|   |  | C.                          |  | Less: amount by which (A)(ii) is greater than 60% of the Total Commitments (i.e., $66,000,000) |  | $                                                                                                                                                                                                                                                                             | ( | ) |  
|   |  | D.                          |  | Borrowing Base                                                                                 |  |                                                                                                                                                                                                                                                                               |   |   | $
|4. |  | Borrowing Base Availability |  |                                                                                                |  |                                                                                                                                                                                                                                                                               |   |   |  
|   |  | A.                          |  | Borrowing Base                                                                                 |  |                                                                                                                                                                                                                                                                               |   |   | $
|   |  | B.                          |  | Less: Principal amount outstanding under the Agreement                                         |  | $                                                                                                                                                                                                                                                                             | ( | ) |  
|   |  | C.                          |  | Borrowing Base Availability                                                                    |  |                                                                                                                                                                                                                                                                               |   |   | $
|5. |  | Available Commitment        |  |                                                                                                |  |                                                                                                                                                                                                                                                                               |   |   |  
|   |  | A.                          |  | Total Commitments                                                                              |  |                                                                                                                                                                                                                                                                               |   |   | $
|   |  | B.                          |  | Less:                                                                                          |  |                                                                                                                                                                                                                                                                               |   |   |  
|   |  |                             |  | (i)                                                                                            |  | Principal amount outstanding under the Agreement                                                                                                                                                                                                                              |   | $ | (
|   |  |                             |  | (ii)                                                                                           |  | aggregate amount of all issued and outstanding Letters of Credit                                                                                                                                                                                                              |   | $ | (
|   |  | C.                          |  | Available Commitment                                                                           |  |                                                                                                                                                                                                                                                                               |   |   | $
|6. |  | Availability                |  |                                                                                                |  |                                                                                                                                                                                                                                                                               |   |   |  
|   |  | A.                          |  | Borrowing Base Availability                                                                    |  |                                                                                                                                                                                                                                                                               |   |   | $
|   |  | B.                          |  | Available Commitment                                                                           |  |                                                                                                                                                                                                                                                                               |   |   | $
|   |  | C.                          |  | Lesser of A or B                                                                               |  |                                                                                                                                                                                                                                                                               |   |   | $

1

---

I
hereby certify that, to the best of my knowledge after appropriate inquiry, the foregoing is true and correct as of the last day of the month indicated.

| |  | HAGGAR CLOTHING CO.
| |  | -------------------
| |  | By:                
| |  |                    
| |  |                    

2

---

EXHIBIT B  to  SECOND AMENDED AND RESTATED CREDIT AGREEMENT

NOTE

---

AMENDED AND RESTATED NOTE

|$ |  | , 200
|- |  | -----

FOR
VALUE RECEIVED, Haggar Clothing Co., a Nevada corporation (the "Company"), promises to pay to the order of                        
(the "Bank"), in accordance with the terms and provisions
of that certain Second Amended and Restated Credit Agreement dated as of June 13, 2002, executed by and among the Company, Haggar Corp., JPMorgan Chase Bank, individually and as the Agent, and
the other Banks named therein (as amended, supplemented or otherwise modified from time to time, the "Agreement"), the principal sum
of                        ($            ) or the aggregate unpaid
principal amount of all Advances made by the Bank to the Company, whichever is less, in immediately available funds at the main office of the Agent, together with interest on the outstanding principal
amount hereof at the rates and on the dates set
forth in the Agreement. The Company shall pay each Advance in full on the dates set forth in the Agreement. All payments hereunder shall be made by the Company without setoff, counterclaim or
deduction of any kind.

This
Note has been executed and delivered pursuant to, and shall be governed by, the terms and provisions of the Agreement. Each capitalized term used herein and not otherwise defined
herein shall have the same meaning attributed to such term in the Agreement.

If
any Default described in the Agreement shall occur, the entire unpaid principal amount of this Note and all of the unpaid interest accrued thereon may become or be declared due and
payable without notice or demand in the manner and with the effect provided in the Agreement.

THIS
WRITTEN NOTE, TOGETHER WITH THE AGREEMENT AND THE OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE COMPANY AND THE BANK AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENT OF THE COMPANY AND THE BANK. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE COMPANY AND THE BANK.

This
Note evidences indebtedness previously evidenced by certain of the Notes issued under the Prior Agreement (the "Prior Notes"). That indebtedness is not satisfied or extinguished but
is continued under the terms of the Note. To the extent this Note evidences indebtedness previously evidenced by the Prior Notes, this Note amends and restates the Prior Notes in their respective
entirety to such extent.

| |  | HAGGAR CLOTHING CO., a Nevada corporation
| |  | -----------------------------------------
| |  | By:                                      
| |  |                                          

---

EXHIBIT C  to  SECOND AMENDED AND RESTATED CREDIT AGREEMENTCOMPLIANCE CERTIFICATE

---

COMPLIANCE CERTIFICATE

As
of the date indicated below, the undersigned hereby certifies that (i) no Default or Unmatured Default (as defined in the Credit Agreement) has occurred and is continuing under
that certain Second Amended and Restated Credit Agreement (as amended, the "Credit Agreement") among Haggar Clothing Co., Haggar Corp., JPMorgan Chase Bank and the Banks listed therein,
(ii) the value of all Inventory (as defined in the Credit Agreement) as reflected in the Company's financial statements does not exceed its net realizable value and (iii) the information
contained on the Annex hereto is true, correct and complete.

| |  | HAGGAR CLOTHING CO.
| |  | -------------------
| |  |                    
| |  | By:                
| |  |                    
| |  |                    
| |  |                    

---

ANNEX A TO COMPLIANCE CERTIFICATE

Summary

|Requirement                                                                                                                       |  | Required Level                                                                                                                                                                                            |              | Current Status |   | Compliance
|--------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------ | -------------- | - | ----------
|Fixed Charge
(detail on Annex B)                                                                                                  |  |                                                                                                                                                                                                           | 1.25 to 1.00 |                |   | to 1.00   
|Funded Debt Ratio
(detail on Annex C)                                                                                             |  |                                                                                                                                                                                                           | 3.00 to 1.00 |                |   | to 1.00   
|Net Worth Company Group:                                                                                                          |  |                                                                                                                                                                                                           |              |                | $ |           
|10% of the Net Worth of the Company Group                                                                                         |  |                                                                                                                                                                                                           |              |                | $ |           
|Net Worth attributable to non-guarantor subsidiaries (not to exceed 10% of the Net Worth of the Company Group)                    |  |                                                                                                                                                                                                           |              |                | $ |           
|(a)                                                                                                                               |  | $123,800,000;                                                                                                                                                                                             |              | $              |   |           
|(b)                                                                                                                               |  | Plus50% of the cumulative net income of the Company Group, on a consolidated basis for each fiscal quarter to have completely elapsed since March 31, 2002 (with no reduction for
negative quarters); and |              | $              |   |           
|(c)                                                                                                                               |  | Plus(662/3%) of the net proceeds from any registered public offering of the capital stock of Haggar or the Company (if any).                                                                              |              | $              |   |           
|(d)                                                                                                                               |  | Required Tangible Net Worth of the Company:                                                                                                                                                               |              | $              |   |           
|                                                                                                                                  |  | Sum of (a),(b) and (c)                                                                                                                                                                                    |              | $              |   |           
|Net Worth Company                                                                                                                 |  | $                                                                                                                                                                                                         | 24,400,000   |                | $ |           
|Inventory Turns
(detail on Annex D)                                                                                               |  |                                                                                                                                                                                                           | 2.0          |                |   |           
|Actual Capital Expenditures for current fiscal year (not to exceed 10% of the Net Worth of the Company Group as set forth above). |  | $                                                                                                                                                                                                         |              |                | $ |           

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ANNEX B TO COMPLIANCE CERTIFICATE

HAGGAR CORP.
FIXED CHARGE RATIO
12 MONTHS ENDED                  , 200
($000'S)

|                                             |                                                                                                                                          |   | Qtr. |  | Qtr. |  | Qtr. |   | Qtr. |  | 12 Months Ended
|-------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------- | - | ---- |  | ---- |  | ---- | - | ---- |  | ---------------
|Net Income                                   |                                                                                                                                          |   |      |  |      |  |      |   |      |  |                
|-                                            | Gains + Losses Cap assets
Extr Event                                                                                                     |   |      |  |      |  |      |   |      |  |                
|+                                            | Depreciation and Amortization                                                                                                            |   |      |  |      |  |      |   |      |  |                
|+                                            | Interest Expense                                                                                                                         |   |      |  |      |  |      |   |      |  |                
|+                                            | Taxes (exclusive of the tax effects relating to the closing of the Edinburg facility, the operations in Japan, and the Weslaco facility) |   |      |  |      |  |      |   |      |  |                
|+                                            | Japan, Edinburg and Weslaco Charges (not to exceed $14,915,000 after tax or $21,800,000 before tax) or minus the reversal thereof        |   |      |  |      |  |      |   |      |  |                
|Total = Operating Cash Flow                  |                                                                                                                                          |   |      |  |      |  |      |   |      |  |                
|-                                            | Taxes (exclusive of the tax effects relating to the closing of the Edinburg facility, the operations in Japan and the Weslaco facility)  |   |      |  |      |  |      |   |      |  |                
|                                             |                                                                                                                                          |   |      |  |      |  |      |   |      |  |                
|Total Operating Cash Flow minus tax          |                                                                                                                                          | $ |      |  | $    |  |      | $ |      |  | $              
|                                             |                                                                                                                                          |   |      |  |      |  |      |   |      |  |                
|Interest Expense                             |                                                                                                                                          |   |      |  |      |  |      |   |      |  |                
|Req. Principal Payments                      |                                                                                                                                          |   |      |  |      |  |      |   |      |  |                
|Cash Dividends                               |                                                                                                                                          |   |      |  |      |  |      |   |      |  |                
|Maintenance Capital Expenditure
($2,000,000) |                                                                                                                                          |   |      |  |      |  |      |   |      |  |                
|                                             |                                                                                                                                          |   |      |  |      |  |      |   |      |  |                
|Total Fixed Charges                          |                                                                                                                                          | $ |      |  | $    |  |      | $ |      |  | $              
|                                             |                                                                                                                                          |   |      |  |      |  |      |   |      |  |                
|Fixed Charge Ratio                           |                                                                                                                                          |   |      |  |      |  |      |   |      |  |                
|                                             |                                                                                                                                          |   |      |  |      |  |      |   |      |  |                
|Fixed Charges/Cash Flow                      |                                                                                                                                          |   |      |  |      |  |      |   |      |  |                
|                                             |                                                                                                                                          |   |      |  |      |  |      |   |      |  |                

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ANNEX C TO COMPLIANCE CERTIFICATE

HAGGAR CORP.  FUNDED DEBT RATIO  12 MONTHS
ENDED                                         
        ($000'S)

Funded DebtRevolver

$Industrial Revenue Bonds +

$other notes

$other long term indebtedness

$indebtedness secured by Liens

$Capital Lease Obligations (excluding Guarantees and Indebtedness under Swap Agreements)

$Subtotal




$Other short term indebtedness (excluding Guarantees and Indebtedness under Swap Agreements)

$Total Funded Indebtedness

$


$Operating Cash Flow(detail on Annex b)

$Funded Debt/Operating Cash Flow





to 1.00


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ANNEX D TO COMPLIANCE CERTIFICATE

HAGGAR CORP.  INVENTORY TURNS ANALYSIS  ($000'S)

PRIOR 12 MONTHS' COST OF SALES3rd Prior Quarter$$$Total

$2nd Prior Quarter$$$Total

$Prior Quarter$$$Total

$Current Quarter$$$Total

$Total 12 Months Cost of Sales

$Current Cost of Inventory,                            , 200Total 12 Months Cost of Sales/Current Inventory Level


to 1.0


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ANNEX E TO COMPLIANCE CERTIFICATE

STANDBY  LETTERS OF CREDIT OUTSTANDING                            ,
200

ISSUER

LC#

Maturity

Amount$$Total

$


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ANNEX F TO COMPLIANCE CERTIFICATE

PERMITTED INDEBTEDNESS

|    |  |                                                                                                                 |  |   |  | Compliance
|--- |  | --------------------------------------------------------------------------------------------------------------- |  | - |  | ----------
|(a) |  | Commercial Letters of Credit
($45,000,000 permitted)                                                            |  | $ |  |           
|(b) |  | Standby Letters of Credit (other than those issued by the Agent)
($2,000,000 permitted)                         |  | $ |  |           
|(c) |  | Share Repurchase Obligations Severance
($2,500,000 permitted)
$10,000,000 total permitted                       |  | $ |  |           
|(d) |  | Other Indebtedness
(permitted: $20,000,000)                                                                     |  | $ |  |           
|(e) |  | Intercompany Indebtedness (no limit on amount)                                                                  |  | $ |  |           
|(f) |  | Accounts payable to officers, directors (no limit on amount)                                                    |  | $ |  |           
|(g) |  | Guarantees (no limit on amount)                                                                                 |  | $ |  |           
|(h) |  | Guarantees (Haggar Direct less than one years rental) (no limit on amount)                                      |  | $ |  |           
|(i) |  | Guarantees (Haggar Direct exceeding one years rental) not to exceed $6,000,000 in the aggregate                 |  | $ |  |           
|(j) |  | Additional senior unsecured promissory notes with maturities after the Termination Date ($35,000,000 permitted) |  | $ |  |           

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