FIRST AMENDMENT TO
FIRST AMENDED AND RESTATED CREDIT AGREEMENT
This FIRST AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT (this
"AGREEMENT") is entered into as of December 31, 1996, 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").
R E C I T A L S:
WHEREAS, pursuant to that certain First Amended and Restated Credit
Agreement (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 Company has requested that the Credit Agreement be amended to
change the definition of the term "Fixed Charges" as set forth in Section 1.1
thereof; 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:
A G R E E M E N T:
1. AMENDMENT TO DEFINITION. The definition of the term "Fixed Charges" is
hereby amended in its entirety to read as follows:
FIRST AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT
Page 1
"Fixed Charges" means, for the Company Group on a consolidated basis
for any period, in accordance with GAAP, the sum of (a) all interest on and
principal of Indebtedness (not including employee severance payments) that
is paid or required to be paid or accrued during such period, (b) all
dividends paid in cash during such period with respect to the securities of
any member of the Company Group to any recipient other than a member of the
Company Group, and (c) all cash payments made during such period for
Capital Expenditures (but not including (i) expenditures of up to
$38,000,000 attributable to the Customer Service and Distribution Center,
and (ii) expenditures for the remodeling and refurbishment of and additions
to its existing corporate headquarters situated at 0000 Xxxxxx Xxxxxx,
Xxxxxx, Xxxxx [to the extent such expenditures in the aggregate do not
exceed the sum of (A) $2,721,000, (B) additional insurance proceeds which
may be recovered due to prior building damage up to $406,000, and (C) the
net cash amount realized by the Company from any sale of the "G.M." and
"Cedar Springs" buildings situated, respectively, at 0000 Xxxxxx Xxxxxx and
0000 Xxxxx Xxxxxxx, Xxxxxx, Xxxxx])."
2. 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.
3. 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 as amended 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.
FIRST AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT
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4. 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 as amended, any of the other Loan
Documents or the modification of the Credit Agreement pursuant to this
Agreement.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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
FIRST 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/ Xxxx X. Xxxx
----------------------------------------
Xxxx X. Xxxx
Senior 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
FIRST 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/ Xxxxxxxxx X. Xxxxxxxx
----------------------------------------
Xxxxxxxxx X. Xxxxxxxx
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
FIRST 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 as amended
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 December 31, 1996.
FIRST 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 as amended
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
FIRST 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
FIRST 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
FIRST 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 December 31, 1996.
FIRST AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT
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