THE REPRESENTATIONS AND WARRANTIES OR THE RIGHT
OF AGENT OR ANY BANK TO RELY UPON THEM.
SECTION 3.4.
REFERENCE TO AGREEMENT.
EACH OF THE LOAN DOCUMENTS,
INCLUDING THE AGREEMENT, ARE HEREBY AMENDED SO THAT ANY REFERENCE IN SUCH LOAN
DOCUMENTS TO THE AGREEMENT SHALL MEAN A REFERENCE TO THE AGREEMENT AS AMENDED
HEREBY.
SECTION 3.5.
EXPENSES OF BANK.
AS PROVIDED IN THE AGREEMENT, COMPANY
AGREES TO PAY ON DEMAND ALL COSTS AND EXPENSES INCURRED BY AGENT OR ANY BANK IN
CONNECTION WITH THE PREPARATION, NEGOTIATION, AND EXECUTION OF THIS AMENDMENT,
INCLUDING WITHOUT LIMITATION, THE COSTS AND FEES OF AGENT'S AND EACH BANK'S
LEGAL COUNSEL.
SECTION 3.6.
SEVERABILITY.
ANY PROVISION OF THIS AMENDMENT HELD BY A
COURT OF COMPETENT JURISDICTION TO BE INVALID OR UNENFORCEABLE SHALL NOT IMPAIR
OR INVALIDATE THE REMAINDER OF THIS AMENDMENT AND THE EFFECT THEREOF SHALL BE
CONFINED TO THE PROVISION SO HELD TO BE INVALID OR UNENFORCEABLE.
SECTION 3.7.
APPLICABLE LAW.
THIS AMENDMENT AND ALL OTHER LOAN
DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF TEXAS AND THE APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.
SECTION 3.8.
SUCCESSORS AND ASSIGNS.
THIS AMENDMENT IS BINDING UPON
AND SHALL INURE TO THE BENEFIT OF AGENT, EACH BANK, COMPANY AND HAGGAR AND THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS, EXCEPT THAT NEITHER COMPANY OR HAGGAR MAY
ASSIGN OR TRANSFER ANY OF ITS RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE PRIOR
WRITTEN CONSENT OF THE BANKS.
SECTION 3.9.
COUNTERPARTS.
THIS AMENDMENT MAY BE EXECUTED IN ONE OR
MORE COUNTERPARTS AND ON TELECOPY COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED
SHALL BE DEEMED TO BE AN ORIGINAL, BUT ALL OF WHICH WHEN TAKEN TOGETHER SHALL
CONSTITUTE ONE AND THE SAME AGREEMENT.
SECTION 3.10.
EFFECT OF WAIVER.
NO CONSENT OR WAIVER, EXPRESS OR
IMPLIED, BY AGENT OR ANY BANK TO OR FOR ANY BREACH OF OR DEVIATION FROM ANY
COVENANT, CONDITION OR DUTY BY ANY OBLIGATED PARTY SHALL BE DEEMED A CONSENT OR
WAIVER TO OR OF ANY OTHER BREACH OF THE SAME OR ANY OTHER COVENANT, CONDITION OR
DUTY.
SECTION 3.11.
HEADINGS.
THE HEADINGS, CAPTIONS, AND ARRANGEMENTS USED
IN THIS AMENDMENT ARE FOR CONVENIENCE ONLY AND SHALL NOT AFFECT THE
INTERPRETATION OF THIS AMENDMENT.
SECTION 3.12.
ENTIRE AGREEMENT.
THIS AMENDMENT EMBODIES THE FINAL,
ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDES ANY AND ALL PRIOR
COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR
ORAL, RELATING TO THIS AMENDMENT, AND MAY NOT BE CONTRADICTED OR VARIED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
2
SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO.
THERE ARE NO
ORAL AGREEMENTS AMONG THE PARTIES HERETO.
SECTION 3.13.
REQUIRED BANKS.
THE AGREEMENT MAY BE MODIFIED AS
PROVIDED IN THIS AMENDMENT WITH THE AGREEMENT OF THE REQUIRED BANKS WHICH MEANS
THE BANKS HAVING SIXTY PERCENT (60%) OF THE SUM OF (I) THE AGGREGATE UNPAID
PRINCIPAL AMOUNT OF THE OUTSTANDING LOANS PLUS (II) THE LETTER OF CREDIT
EXPOSURE (SUCH PERCENTAGE APPLICABLE TO A BANK, HEREIN SUCH BANK'S "REQUIRED
BANK PERCENTAGE").
FOR PURPOSES