FOURTH AMENDMENT TO
FIRST AMENDED AND RESTATED CREDIT AGREEMENT
This FOURTH AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT
(this "AGREEMENT") is entered into as of June 30, 1998 (the "EFFECTIVE
DATE"), by and among Haggar Clothing Co., a Nevada corporation, f/k/a Haggar
Apparel Company (the "COMPANY"), Haggar Corp., a Nevada corporation
("HAGGAR"), the banks listed on the signature pages of this Agreement
(collectively, the "BANKS"), Chase Bank of Texas, National Association, a
national banking association, f/k/a Texas Commerce Bank National Association,
individually and as agent (the "AGENT") for the Banks, and is consented to by
Haggar and the domestic subsidiaries of the Company listed on the signature
pages of this Agreement (collectively, the "SUBSIDIARIES").
R E C I T A L S:
WHEREAS, pursuant to that certain First Amended and Restated Credit
Agreement (as heretofore and herein amended, the "CREDIT AGREEMENT") dated as
of September 18, 1996, executed by and among the Company, Haggar, the Banks
and the Agent, the Banks agreed to make advances to the Company on certain
terms and conditions set forth therein (each capitalized term used but not
defined herein shall have the meaning given to such term in the Credit
Agreement, as amended); and
WHEREAS, the Credit Agreement was amended by First Amendment to First
Amended and Restated Credit Agreement dated as of December 31, 1996, and
pursuant to Article 1 thereof, the Termination Date was extended to December
31, 1999, by notice from the Company dated April 25, 1997, and written
concurrence by the Banks pursuant to request dated April 30, 1997; and
WHEREAS, the Credit Agreement was further amended by Second Amendment to
First Amended and Restated Credit Agreement dated as of June 30, 1997, and by
Third Amendment to First Amended and Restated Credit Agreement dated as of
December 15, 1997;
WHEREAS, upon the execution of this Agreement, Bank of Scotland (the
"WITHDRAWING BANK") is withdrawing from the Credit Agreement and the Banks
are adjusting their relative Commitment amounts;
WHEREAS, the Company has requested that the Termination Date be extended
and that certain definitions be modified as set forth below; and
WHEREAS, the Agent and the Banks are agreeable to such request under the
present circumstances and in consideration of certain additional amendments
to the Credit Agreement as set forth below.
FOURTH AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT Page 1
NOW, THEREFORE, 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, the Company,
Haggar, the Banks and the Agent hereby agree as follows:
A G R E E M E N T:
1. AMENDMENT TO DEFINITIONS. The following definitions are hereby
amended in their entirety to read as follows:
"CD Margin" means (a) at any time when the Funded Debt Ratio is equal
to or less than 1.50 to 1, three-quarters of one percent (3/4%) per annum,
(b) 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 percent (1%) per annum, (c) 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 one-eighth percent (1-1/8%) per annum, (d) at
any time when the Funded Debt Ratio is greater than 2.50 to 1 but less
than or equal to 3.00 to 1, one and one-quarter percent (1-1/4%) per annum,
and (e) at any time when the Funded Debt Ratio is greater than 3.00 to 1,
one and three-eighths percent (1-3/8%) per annum. Each adjustment to the
previously calculated 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).
"Eurodollar Margin" means (a) at any time when the Funded Debt Ratio
is equal to or less than 1.50 to 1, five-eighths of one percent (5/8%) per
annum, (b) 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, seven-eighths of one percent (7/8%)
per annum, (c) 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 percent (1%) per annum, (d)
at any time when the Funded Debt Ratio is greater than 2.50 to 1 but less
than or equal to 3.00 to 1, one and one-eighth percent (1-1/8%) per annum,
and (e) at any time when the Funded Debt Ratio is greater than 3.00 to 1,
one and one-quarter percent (1-1/4%) per annum. Each adjustment to the
previously calculated 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).
"Termination Date" means June 30, 2001, unless the Commitments are
terminated prior to such date pursuant to Sections 2.4 or 9.1; provided,
however, if the Agent receives written notice from the Company by April 30,
1999 (and consent by Haggar and Domestic Subsidiaries); and each April
thereafter, of its intention to extend for one (1) additional year (and the
Company receives notice from the Agent by June 15, 1999, and each June 15
thereafter, of the election of all the Banks to so extend), then the
Termination Date shall be extended for one (1) additional year, unless the
Commitments are terminated prior to such extended date pursuant to Sections
2.4 or 9.l.
FOURTH AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT Page 2
2. AMENDMENT TO COMMITMENTS. The Commitment of each Bank is hereby
revised to equal the amount set opposite such Bank's name on the signature
pages of this Agreement.
3. AMENDMENT TO SECTION 2.5(A). Section 2.5(a) is hereby amended in
its entirety to read as follows:
(a) On each Payment Date and on the Termination Date, a commitment
fee equal to a fluctuating percentage of the average daily amount of the
Total Commitments minus the sum of (i) the outstanding principal amount
of all Advances and (ii) the Letter of Credit Exposure during the quarter
ending on and including such Payment Date, or such shorter period ending
on and including the Termination Date, as the case may be. The percentage
shall be equal to the following: (a) at any time when the Funded Debt
Ratio is equal to or less than 1.50 to 1, one-fifth of one percent (1/5%)
per annum, (b) 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, nine-fortieths of one percent
(9/40%) per annum,(c) 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-quarter of one
percent (1/4%) per annum, (d) at any time when the Funded Debt Ratio is
greater than 2.50 to 1 but less than or equal to 3.00 to 1, three-tenths
of one percent (3/10%) per annum, and (e) at any time when the Funded Debt
Ratio is greater than 3.00 to 1, three-eighths of one percent (3/8%) per
annum. Each adjustment to the percentage used to calculate the Commitment
Fee 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);
4. WITHDRAWAL OF CERTAIN BANK AND REARRANGEMENT OF COMMITMENTS. The
Withdrawing Bank executes below to evidence its understanding and agreement
that it is withdrawing from the Credit Agreement and shall no longer have any
rights or obligations thereunder and each remaining Bank agrees that its
Commitment shall from and after the Effective Date of this Agreement be the
amount set opposite its signature hereto: The Withdrawing Bank agrees to
tender its Note to the Agent on the Effective Date for cancellation and each
remaining Bank agrees to return its Note to the Agent on the Effective Date
to be exchanged for a new Note in the amount of its Commitment as revised
pursuant to this Agreement. The Agent shall promptly thereafter deliver such
canceled Notes to the Company.
5. ADDITION OF SECTION 5.18. Section 5.18 is hereby added to read as
follows:
YEAR 2000 REPRESENTATION. The Company is taking actions to
determine that its computer systems are capable of processing periods
for the year 2000 and beyond. The Company has assessed and continues
to assess the impact of the year 2000 on its operations, including the
development of cost estimates for and the extent of programming
changes required to address the issue, and to date has determined the
cost related thereto would not result in an Unmatured Default, a
Default or a Material Adverse Effect. Also, the Company is assessing
the impact of its customers' and vendors' compliance to year 2000 and
what the impact will be on the Company's ongoing results of
operations.
FOURTH AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT Page 3
6. CERTIFICATES. This Agreement shall be effective as of the date
first above written when executed by all parties hereto and consented to by
the Guarantors as provided on the signature pages hereto, and upon receipt by
the Agent of the following, each in form, substance and bearing a date
satisfactory to the Agent and its counsel:
a. A certificate of the Secretary or Assistant Secretary of the
Company and the Guarantors, respectively, certifying (i) that, except as
indicated therein, there has been no change to the articles of
incorporation or bylaws of the Company or the Guarantors since the same
were furnished to the Agent in connection with the execution of the Credit
Agreement, and (ii) as to the name and title of the officers of the
Company and the Guarantors and the authority of such officers to execute
this Agreement.
b. A certificate, signed by the Treasurer of the Company or the
Chief Financial Officer of the Company, stating that as of the date of this
Agreement and after giving effect to this Agreement the statements set
forth in Sections 4.2(a), (b) and (g) of the Credit Agreement are true and
correct.
7. EFFECTIVENESS OF DOCUMENTS. Except as expressly modified hereby,
all terms, provisions, representations, warranties, covenants and agreements
of the Company and Haggar related to the Loans, whether contained in the
Notes, the Credit Agreement and/or any of the other Loan Documents, are
hereby ratified and confirmed by the Company and Haggar, and all such
agreements shall be and shall remain in fill force and effect, enforceable in
accordance with their terms.
8. NO CLAIMS OR DEFENSES. Each of the Company and Haggar, by the
execution of this Agreement, hereby declares that it has no offsets, claims,
counterclaims, defenses or other causes of action against the Agent or the
Banks related to any Loan, the Credit Agreement, any of the other Loan
Documents or the modification of the Credit Agreement pursuant to this
Agreement.
9. AUTHORITY. Each of the Company and Haggar represents and warrants
that all requisite corporate action necessary for it to enter into this
Agreement has been taken.
10. BINDING AGREEMENT. This Agreement shall be binding upon, and shall
inure to the benefit of, each party hereto and such party's legal
representatives, successors and assigns.
11. ENTIRE AGREEMENT. THIS WRITTEN AGREEMENT AND THE LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS AMONG THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS
AMONG THE PARTIES HERETO.
FOURTH AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT Page 4
12. CHOICE OF LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS,
BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.
13. COUNTERPARTS. This Agreement may be executed in any number of
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.
[SEE SIGNATURES ON ATTACHED PAGES]
FOURTH AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT Page 5
EXECUTED as of the date first above written.
HAGGAR CLOTHING CO., a Nevada corporation, f/k/a Haggar
Apparel Company
By: /s/ X.X. Xxxxxx, III
----------------------------------------
X.X. Xxxxxx, III
Chief Executive Officer
HAGGAR CORP., a Nevada corporation
By: /s/ X.X. Xxxxxx, III
----------------------------------------
X.X. Xxxxxx, III
Chief Executive Officer
THE BANKS CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, f/k/a TEXAS
COMMERCE BANK National Association, Individually, as
the Agent
$22,222,222.22
By:
----------------------------------------
Xxx Xxxxxxxxx
Vice President
$22,222,222.22 NATIONSBANK, N.A.,
successor-in-interest by merger to NationsBank of
Texas, N.A.
By:
----------------------------------------
Xxxxxxx Xxxxxxx
Vice President
FOURTH AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT Page 6
EXECUTED as of the date first above written.
HAGGAR CLOTHING CO., a Nevada corporation, f/k/a Haggar
Apparel Company
By:
----------------------------------------
X.X. Xxxxxx, III
Chief Executive Officer
HAGGAR CORP., a Nevada corporation
By:
----------------------------------------
X.X. Xxxxxx, III
Chief Executive Officer
THE BANKS CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, f/k/a TEXAS
COMMERCE BANK National Association, Individually, as
the Agent
$22,222,222.22
By: /s/ Xxx Xxxxxxxxx
----------------------------------------
Xxx Xxxxxxxxx
Vice President
$22,222,222.22 NATIONSBANK, N.A.,
successor-in-interest by merger to NationsBank of
Texas, N.A.
By:
----------------------------------------
Xxxxxxx Xxxxxxx
Vice President
FOURTH AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT Page 7
EXECUTED as of the date first above written.
HAGGAR CLOTHING CO., a Nevada corporation, f/k/a Haggar
Apparel Company
By:
----------------------------------------
X.X. Xxxxxx, III
Chief Executive Officer
HAGGAR CORP., a Nevada corporation
By:
----------------------------------------
X.X. Xxxxxx, III
Chief Executive Officer
THE BANKS CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, f/k/a TEXAS
COMMERCE BANK National Association, Individually, as
the Agent
$22,222,222.22
By:
----------------------------------------
Xxx Xxxxxxxxx
Vice President
$22,222,222.22 NATIONSBANK, N.A.,
successor-in-interest by merger to NationsBank of
Texas, N.A.
By: /s/ Xxxxxxx Xxxxxxx
----------------------------------------
Xxxxxxx Xxxxxxx
Vice President
FOURTH AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT Page 8
$18,518,518.51 COMERICA BANK-TEXAS
By: /s/ Xxxx X. Xxxxxxx
----------------------------------------
Xxxx X. Xxxxxxx
Vice President
$11,111,111.12 THE FIRST NATIONAL BANK OF CHICAGO
By:
----------------------------------------
Xxxxx X. Xxxxxx
Vice President
$14,814,814.81 THE BANK OF TOKYO-MITSUBISHI, LTD.,
DALLAS OFFICE
By:
----------------------------------------
Xxxxxxx X. Xxxxxxx
Vice President
$0.00 BANK OF SCOTLAND
By:
----------------------------------------
Xxxxx Xxxx Tat
Vice President
$11,111,111.12 NATIONAL CITY BANK, KENTUCKY,
f/k/a First National Bank of Louisville
By:
----------------------------------------
Xxxxxx X. Xxxxxx, Xx.
Vice President
FOURTH AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT Page 9
$18,518,518.51 COMERICA BANK-TEXAS
By:
----------------------------------------
Xxxx X. Xxxxxxx
Vice President
$11,111,111.12 THE FIRST NATIONAL BANK OF CHICAGO
By: /s/ Xxxxx X. Xxxxxx
----------------------------------------
Xxxxx X. Xxxxxx
Vice President
$14,814,814.81 THE BANK OF TOKYO-MITSUBISHI, LTD.,
DALLAS OFFICE
By:
----------------------------------------
Xxxxxxx X. Xxxxxxx
Vice President
$0.00 BANK OF SCOTLAND
By:
----------------------------------------
Xxxxx Xxxx Tat
Vice President
$11,111,111.12 NATIONAL CITY BANK, KENTUCKY,
f/k/a First National Bank of Louisville
By:
----------------------------------------
Xxxxxx X. Xxxxxx, Xx.
Vice President
FOURTH AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT Page 10
$18,518,518.51 COMERICA BANK-TEXAS
By:
----------------------------------------
Xxxx X. Xxxxxxx
Vice President
$11,111,111.12 THE FIRST NATIONAL BANK OF CHICAGO
By:
----------------------------------------
Xxxxx X. Xxxxxx
Vice President
$14,814,814.81 THE BANK OF TOKYO-MITSUBISHI, LTD.,
DALLAS OFFICE
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
Xxxxxxx X. Xxxxxxx
Vice President
$0.00 BANK OF SCOTLAND
By:
----------------------------------------
Xxxxx Xxxx Tat
Vice President
$11,111,111.12 NATIONAL CITY BANK, KENTUCKY,
f/k/a First National Bank of Louisville
By:
----------------------------------------
Xxxxxx X. Xxxxxx, Xx.
Vice President
FOURTH AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT Page 11
$18,518,518.51 COMERICA BANK-TEXAS
By:
----------------------------------------
Xxxx X. Xxxxxxx
Vice President
$11,111,111.12 THE FIRST NATIONAL BANK OF CHICAGO
By:
----------------------------------------
Xxxxx X. Xxxxxx
Vice President
$14,814,814.81 THE BANK OF TOKYO-MITSUBISHI, LTD.,
DALLAS OFFICE
By:
----------------------------------------
Xxxxxxx X. Xxxxxxx
Vice President
$0.00 BANK OF SCOTLAND
By: /s/ Xxxxx Xxxx Tat
----------------------------------------
Xxxxx Xxxx Tat
Vice President
$11,111,111.12 NATIONAL CITY BANK, KENTUCKY,
f/k/a First National Bank of Louisville
By:
----------------------------------------
Xxxxxx X. Xxxxxx, Xx.
Vice President
FOURTH AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT Page 12
$11,111,111.12 NATIONAL CITY BANK OF KENTUCKY f/k/a First
National Bank of Louisville
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Xxxxxx X. Xxxxxxx
Vice President
FOURTH AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT Page 13
CONSENT OF HAGGAR
Haggar hereby (a) acknowledges its consent to this Agreement, (b) ratifies
and confirms all terms and provisions of the Parent Guaranty, (c) agrees that
the Parent Guaranty is and shall remain in full force and effect, (d)
acknowledges that there are no claims or offsets against, or defenses or
counterclaims to, the terms and provisions of and the obligations created and
evidenced by the Parent Guaranty, (e) reaffirms all agreements and
obligations under the Parent Guaranty with respect to the Loans, the Notes,
the Credit Agreement and all other documents, instruments or agreements
governing, securing or pertaining to the Loans, as the same may be modified
by this Agreement, and (f) represents and warrants that all requisite
corporate action necessary for it to execute this Agreement has been taken.
HAGGAR CORP.,
a Nevada corporation
By: /s/ X.X. Xxxxxx, III
-----------------------------------------
X.X. Xxxxxx, III
Chief Executive Officer
Dated as of June 30, 1998.
FOURTH AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT Page 14
CONSENT OF DOMESTIC SUBSIDIARIES
Each of the undersigned Subsidiaries hereby (a) acknowledges its consent to
this Agreement, (b) ratifies and confirms all terms and provisions of the
Subsidiary Guaranty to which it is a signatory, (c) agrees that the
Subsidiary Guaranty to which it is a signatory is and shall remain in full
force and effect, (d) acknowledges that there are no claims or offsets
against, or defenses or counterclaims to, the terms and provisions of and the
obligations created and evidenced by the Subsidiary Guaranty to which it is a
signatory, (e) reaffirms all agreements and obligations under the Subsidiary
Guaranty to which it is a signatory with respect to the Loans, the Notes, the
Credit Agreement and all other documents, instruments or agreements
governing, securing or pertaining to the Loans, as the same may be modified
by this Agreement, and (f) represents and warrants that all requisite
corporate action necessary for it to execute this Agreement has been taken.
BOWIE MANUFACTURING COMPANY,
a Nevada corporation
By: /s/ X.X. Xxxxxx, III
-----------------------------------
X.X. Xxxxxx, III
Chairman/Chief Executive Officer
CORSICANA COMPANY,
a Nevada corporation
By: /s/ X.X. Xxxxxx, III
-----------------------------------
X.X. Xxxxxx, III
Chairman/Chief Executive Officer
DALLAS PANT MANUFACTURING COMPANY,
a Nevada corporation
By: /s/ X.X. Xxxxxx, III
-----------------------------------
X.X. Xxxxxx, III
Chairman/Chief Executive Officer
FOURTH AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT Page 15
GREENVILLE PANT MANUFACTURING COMPANY,
a Nevada corporation
By: /s/ X.X. Xxxxxx, III
-----------------------------------
X.X. Xxxxxx, III
Chairman/Chief Executive Officer
XXXXXXXX PANT MANUFACTURING COMPANY,
a Nevada corporation
By: /s/ X.X. Xxxxxx, III
-----------------------------------
X.X. Xxxxxx, III
Chairman/Chief Executive Officer
OLNEY MANUFACTURING COMPANY,
a Nevada corporation
By: /s/ X.X. Xxxxxx, III
-----------------------------------
X.X. Xxxxxx, III
Chairman/Chief Executive Officer
WAXAHACHIE GARMENT COMPANY,
a Nevada corporation
By: /s/ X.X. Xxxxxx, III
-----------------------------------
X.X. Xxxxxx, III
Chairman/Chief Executive Officer
FOURTH AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT Page 16
LA ROMANA MANUFACTURING CORPORATION,
a Nevada corporation
By: /s/ X.X. Xxxxxx, III
-----------------------------------
X.X. Xxxxxx, III
Chairman/Chief Executive Officer
HAGGAR SERVICES, INC.,
a Texas corporation
By: /s/ X.X. Xxxxxx, III
-----------------------------------
X.X. Xxxxxx, III
Chairman/Chief Executive Officer
AIRHAGGAR, INC., f/k/a HAGAIR, INC.,
a Texas corporation
By: /s/ X.X. Xxxxxx, III
-----------------------------------
X.X. Xxxxxx, III
Chairman/Chief Executive Officer
DUNCAN MANUFACTURING COMPANY,
an Oklahoma corporation
By: /s/ X.X. Xxxxxx, III
-----------------------------------
X.X. Xxxxxx, III
Chairman/Chief Executive Officer
FOURTH AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT Page 17
WESLACO CUTTING, INC.,
a Nevada corporation
By: /s/ X.X. Xxxxxx, III
-----------------------------------
X.X. Xxxxxx, III
Chairman/Chief Executive Officer
WESLACO SEWING, INC.,
a Nevada corporation
By: /s/ X.X. Xxxxxx, III
-----------------------------------
X.X. Xxxxxx, III
Chairman/Chief Executive Officer
HAGGAR DIRECT, INC.,
a Nevada corporation
By: /s/ X.X. Xxxxxx, III
-----------------------------------
X.X. Xxxxxx, III
Chairman/Chief Executive Officer
Dated as of June 30, 1998.
FOURTH AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT Page 18
