SECOND AMENDMENT TO
FIRST AMENDED AND RESTATED CREDIT AGREEMENT
This SECOND AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT
(this "AGREEMENT") is entered into as of June 30, 1997, 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"), Texas
Commerce Bank National Association, a national banking 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").
RECITALS:
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 First Amended and Restated Credit Agreement was amended by
First Amendment to First Amended and Restated Credit Agreement dated as of
December 31, 1996, and pursuant to Article I 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 dated April 30, 1997; and
WHEREAS, the Company has requested that Sections 7.6 and 7.13 of the
Credit Agreement be amended as set forth below; and
WHEREAS, the Agent and the Banks are agreeable to such request under the
present circumstances.
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:
SECOND AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT
Page 1
A G R E E M E N T:
1. AMENDMENT TO SECTION 7.6. Section 7.6 is hereby amended in its
entirety to read as follows:
7.6 FIXED CHARGE REQUIREMENT. Permit the ratio of Operating Cash Flow
to Fixed Charges for the prior twelve (12) months, as measured at
the end of each fiscal quarter, to be or become less than 1.10 to
1.0, except for the fiscal quarters ending June 30, 1997, and
September 30, 1997, at which time the ratio shall not be or
become less than 0.9 to 1.0.
2. AMENDMENT TO SECTION 7.13. Section 7.13 is hereby amended in its
entirety to read as follows:
7.13 DISTRIBUTIONS. Make or agree to make any Distribution (other
than a Distribution of a Subsidiary of the Company to the
Company) in any fiscal year of the Company if a Default or
Unmatured Default exists at the time of such Distribution or,
after giving effect to any such Distribution, a Default or
Unmatured Default would occur.
3. 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.
4. EFFECTIVENESS OF DOCUMENTS. Except as expressly modified hereby, all
terms, provisions, representations, warranties, covenants and agreements of the
Company and Haggar
SECOND AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT
Page 2
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
full force and effect, enforceable in accordance with their terms.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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.
10. 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.
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
SECOND AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT
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HAGGAR CORP., a Nevada corporation
By: /s/ X. X. Xxxxxx, III
------------------------
X. X. Xxxxxx, III
Chief Executive Officer
TEXAS COMMERCE BANK National Association,
successor by merger to Texas Commerce Bank,
National Association, Individually, as
the Agent
By: /s/ Xxx Xxxxxxxxx
------------------------
Xxx Xxxxxxxxx
Vice President
NATIONSBANK OF TEXAS, N.A.
By: /s/ Xxxxxx Xxxxx
------------------------
Xxxxxx Xxxxx
Vice President
COMERICA BANK - TEXAS
By: /s/ G. Xxxxxxxxxxx Xxxxx
------------------------
G. Xxxxxxxxxxx Xxxxx
Senior Vice President
NBD BANK
By: /s/ Xxxxx X. Xxxxxx
------------------------
Xxxxx X. Xxxxxx
Vice President
SECOND AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT
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THE BANK OF TOKYO-MITSUBISHI, LTD.,
DALLAS OFFICE
By: /s/ Xxxx X. Xxxxxx
-------------------------
Xxxx X. Xxxxxx
Vice President/Manager
BANK OF SCOTLAND
By: /s/ Xxxxx Xxxx-Tac
-------------------------
Xxxxx Xxxx-Tac
Vice President
NATIONAL CITY BANK, KENTUCKY,
f/k/a First National Bank of Louisville
By: /s/ Xxxxxx X. Xxxxxx, Xx.
-------------------------
Xxxxxx X. Xxxxxx, Xx.
Vice President
SECOND AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT
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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, 1997.
SECOND AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT
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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
SECOND AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT
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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
SECOND AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT
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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
SECOND AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT
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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, 1997.
SECOND AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT
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