AMENDMENT, THE COMMITMENT OF
CERTAIN BANKS ARE BEING MODIFIED.
AS A RESULT, IF ANY LOANS ARE OUTSTANDING
UNDER THE AGREEMENT ON THE EFFECTIVE DATE, SUCH LOANS WILL NOT BE HELD BY THE
BANKS IN ACCORDANCE WITH EACH BANK'S RATABLE SHARE AS DETERMINED AFTER GIVING
EFFECT TO THIS AMENDMENT.
TO REMEDY THE FOREGOING, IF ANY LOANS ARE OUTSTANDING
ON THE EFFECTIVE DATE OF THIS AMENDMENT, THE BANKS SHALL MAKE ADVANCES AMONG
THEMSELVES (EITHER DIRECTLY OR THROUGH THE AGENT) SO THAT AFTER GIVING EFFECT
THERETO THE LOANS WILL BE HELD BY THE BANKS IN ACCORDANCE WITH EACH BANK'S
RATABLE SHARE DETERMINED AFTER GIVING EFFECT TO THIS AMENDMENT.
THE ADVANCES
MADE ON THE EFFECTIVE DATE BY EACH BANK WHOSE RATABLE SHARE HAS INCREASED SHALL
BE DEEMED TO BE A PURCHASE OF A CORRESPONDING AMOUNT OF THE LOANS OF THE BANK OR
BANKS WHOSE RATABLE SHARE HAS DECREASED.
2.10.
AMENDMENT TO EXHIBIT A (BORROWING BASE CERTIFICATE)
AND EXHIBIT C (COMPLIANCE CERTIFICATE).
EXHIBITS A AND C TO THE AGREEMENT ARE
AMENDED IN THEIR RESPECTIVE ENTIRETIES TO READ AS EXHIBITS A AND C ATTACHED
HERETO.
ARTICLE 3.
CONDITIONS
3.1.
CONDITIONS.
THE EFFECTIVENESS OF ARTICLE 2 OF
THIS AMENDMENT SUBJECT TO THE SATISFACTION OF THE FOLLOWING CONDITIONS PRECEDENT
ON OR BEFORE MAY 31, 2004:
(A)
AGENT SHALL HAVE RECEIVED ALL OF THE
FOLLOWING, EACH DATED (UNLESS OTHERWISE INDICATED) A CURRENT DATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE AGENT:
(I)
AMENDMENT.
THIS AMENDMENT FULLY
EXECUTED BY HAGGAR AND THE COMPANY AND THE ATTACHED CONSENT OF DOMESTIC
SUBSIDIARIES EXECUTED BY THE DOMESTIC SUBSIDIARIES OF THE COMPANY;
(II)
NOTES.
AMENDED AND RESTATED PROMISSORY
NOTES EXECUTED BY THE COMPANY;
(III)
AUTHORIZATION.
SUCH EVIDENCE OF HAGGAR'S,
THE COMPANY'S AND EACH GUARANTOR'S AUTHORITY TO ENTER INTO THIS AMENDMENT AS THE
AGENT MAY REQUEST;
(IV)
GOVERNMENTAL CERTIFICATES.
CERTIFICATES OF
THE APPROPRIATE GOVERNMENT OFFICIALS OF THE STATE OF INCORPORATION (OR THE OTHER
APPROPRIATE GOVERNMENTAL OFFICIALS OF ITS JURISDICTION OF ORGANIZATION) OF
HAGGAR, THE COMPANY AND EACH GUARANTOR AS TO ITS EXISTENCE AND GOOD STANDING;
AND
(V)
ADDITIONAL INFORMATION.
THE AGENT SHALL
HAVE RECEIVED SUCH ADDITIONAL DOCUMENTATION AND INFORMATION AS THE AGENT OR ITS
LEGAL COUNSEL, JENKENS & GILCHRIST, A PROFESSIONAL CORPORATION, MAY REQUEST; AND
(B)
THE REPRESENTATIONS AND WARRANTIES CONTAINED
HEREIN AND IN ALL OTHER LOAN DOCUMENTS, AS AMENDED HEREBY, SHALL BE TRUE AND
CORRECT IN ALL MATERIAL RESPECTS AS OF THE DATE HEREOF AS IF MADE ON THE DATE
HEREOF, EXCEPT FOR SUCH REPRESENTATIONS AND WARRANTIES LIMITED BY THEIR TERMS TO
A SPECIFIC DATE;
(C)
NO DEFAULT SHALL EXIST; AND
5
(D)
ALL PROCEEDINGS TAKEN IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT AND ALL DOCUMENTATION AND OTHER
LEGAL MATTERS INCIDENT THERETO SHALL BE SATISFACTORY TO THE AGENT AND ITS LEGAL
COUNSEL, JENKENS & GILCHRIST, A PROFESSIONAL CORPORATION.
ARTICLE 4.
MISCELLANEOUS
4.1.
RATIFICATIONS.
THE TERMS AND PROVISIONS SET
FORTH IN THIS AMENDMENT SHALL MODIFY AND SUPERSEDE ALL INCONSISTENT TERMS AND
PROVISIONS SET FORTH IN THE AGREEMENT AND EXCEPT AS EXPRESSLY MODIFIED AND
SUPERSEDED BY THIS AMENDMENT, THE TERMS AND PROVISIONS OF