Exhibit 10(a)
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (the
"Amendment"), dated as of December 11, 2002, (the "Amendment Date") is among
HAGGAR CLOTHING CO. ("Company"), HAGGAR CORP. ("Haggar"), each of the banks
which are party hereto (individually a "Bank" and collectively, the "Banks") and
JPMORGAN CHASE BANK, (formerly The Chase Manhattan Bank) individually as a Bank
and as Agent for itself and the other Banks (in such capacity as Agent, together
with its successors in such capacity, "Agent").
RECITALS:
A.
Pursuant to that certain Second Amended and Restated Credit
Agreement dated June 13, 2002 (as the same may be amended, restated or otherwise
modified from time to time, the "Agreement"), the banks party thereto agreed to
make Loans to Company as set forth therein.
B.
Company and Haggar have requested that the Banks agree to modify
the Agreement as herein set forth.
The Banks are willing to do so upon the
terms and provisions of this Amendment.
NOW, THEREFORE, in consideration of the premises herein contained and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows, effective as of the Amendment
Date, unless otherwise indicated:
ARTICLE 1.
Definitions
SECTION 1.1.
DEFINITIONS.
CAPITALIZED TERMS USED IN THIS AMENDMENT,
TO THE EXTENT NOT OTHERWISE DEFINED HEREIN, SHALL HAVE THE SAME MEANINGS AS IN
THE AGREEMENT, AS AMENDED HEREBY.
ARTICLE 2.
Amendment
SECTION 2.1.
AMENDMENT TO SECTION 1.1 OF THE AGREEMENT. CLAUSE (A) OF
THE DEFINITION OF "PERMITTED INDEBTEDNESS" CONTAINED IN SECTION 1.1 OF THE
AGREEMENT IS AMENDED AND RESTATED IN ITS ENTIRETY TO READ AS FOLLOWS:
(a)
obligations to reimburse advances made under commercial letters of
credit or similar instruments (other than Letters of Credit) incurred in the
ordinary course of business but only to the extent that the aggregate
outstanding amount thereof does not exceed $75,000,000;
ARTICLE 3.
MISCELLANEOUS
SECTION 3.1.
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SET FORTH IN THE AGREEMENT AND EXCEPT AS EXPRESSLY MODIFIED AND SUPERSEDED BY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 THE AGREEMENT AND THE OTHER LOAN
DOCUMENTS ARE RATIFIED AND CONFIRMED AND SHALL CONTINUE IN FULL FORCE AND
EFFECT.
1
SECTION 3.2.
REPRESENTATIONS AND WARRANTIES.
COMPANY AND HAGGAR
HEREBY REPRESENT AND WARRANT TO AGENT AND THE BANKS AS FOLLOWS:
(A) NO DEFAULT
EXISTS AND (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.
SECTION 3.3.
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