THE AGREEMENT AND THE
OTHER LOAN DOCUMENTS ARE RATIFIED AND CONFIRMED AND SHALL CONTINUE IN FULL FORCE
AND EFFECT. COMPANY, HAGGAR, THE AGENT AND BANKS PARTY HERETO AGREE THAT THE
AGREEMENT AS AMENDED HEREBY AND THE OTHER LOAN DOCUMENTS SHALL CONTINUE TO BE
LEGAL, VALID, BINDING AND ENFORCEABLE IN ACCORDANCE WITH THEIR RESPECTIVE TERMS.
FOR ALL MATTERS ARISING PRIOR TO THE EFFECTIVE DATE OF THIS AMENDMENT, THE
AGREEMENT (AS UNMODIFIED BY THIS AMENDMENT) SHALL CONTROL.
4.2.
REPRESENTATIONS AND WARRANTIES.
COMPANY AND
HAGGAR HEREBY REPRESENT AND WARRANT TO AGENT AND THE BANKS AS FOLLOWS:
(A) NO
DEFAULT EXISTS, (B) THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THE LOAN
DOCUMENTS ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE DATE
HEREOF WITH THE SAME EFFECT AS THOUGH MADE ON AND AS OF SUCH DATE EXCEPT WITH
RESPECT TO ANY REPRESENTATIONS AND WARRANTIES LIMITED BY THEIR TERMS TO A
SPECIFIC DATE, AND (C) THE ARTICLES OF INCORPORATION, CERTIFICATES OF LIMITED
PARTNERSHIP (OTHER THAN THE CERTIFICATE OF LIMITED PARTNERSHIP OF HAGGAR WOMEN'S
WEAR, LTD. (FORMERLY JERELL LTD.), ARTICLES OF ORGANIZATION, REGULATIONS,
OPERATING AGREEMENTS, PARTNERSHIP AGREEMENTS, BYLAWS, CONSENTS AND RESOLUTIONS
OF COMPANY, HAGGAR AND EACH GUARANTOR ATTACHED TO THE RESPECTIVE CERTIFICATES OF
SECRETARY OF COMPANY, HAGGAR AND THE GUARANTORS MOST RECENTLY DELIVERED TO THE
AGENT HAVE NOT BEEN MODIFIED OR RESCINDED AND REMAIN IN FULL FORCE AND EFFECT
AND THAT OFFICERS IDENTIFIED IN SUCH CERTIFICATES OF SECRETARY CONTINUE TO HOLD
THE OFFICE OR OFFICES REFLECTED THEREIN.
IN ADDITION, TO INDUCE THE AGENT AND
THE BANKS TO AGREE TO THE TERMS OF THIS AMENDMENT, THE COMPANY, HAGGAR AND EACH
GUARANTOR (BY ITS EXECUTION BELOW) REPRESENTS AND WARRANTS THAT AS OF THE DATE
OF ITS EXECUTION OF THIS AMENDMENT THERE ARE NO CLAIMS OR OFFSETS AGAINST OR
RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS
OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT:
(A)
WAIVER.
WAIVES ANY AND ALL SUCH CLAIMS,
OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR
UNKNOWN, ARISING PRIOR TO THE DATE OF ITS EXECUTION OF THIS AMENDMENT AND
(B)
RELEASE.
RELEASES AND DISCHARGES THE AGENT
AND THE BANKS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
SHAREHOLDERS, AFFILIATES AND ATTORNEYS (COLLECTIVELY THE "RELEASED PARTIES")
FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES
OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR
UNSUSPECTED, IN LAW OR EQUITY, WHICH COMPANY, HAGGAR OR ANY GUARANTOR EVER HAD,
NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO
THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED THEREBY.
6
4.3.
SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
ALL REPRESENTATIONS AND WARRANTIES MADE IN THIS AMENDMENT SHALL SURVIVE THE
EXECUTION AND DELIVERY OF THIS AMENDMENT, AND NO INVESTIGATION BY AGENT OR ANY
BANK OR ANY CLOSING SHALL AFFECT THE REPRESENTATIONS AND WARRANTIES OR THE RIGHT
OF AGENT OR ANY BANK TO RELY UPON THEM.
4.4.
REFERENCE TO AGREEMENT.
EACH OF THE LOAN