EXHIBIT 10(a)
SEVENTH AMENDMENT TO
FIRST AMENDED AND RESTATED CREDIT AGREEMENT
This SEVENTH AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT
(this "AGREEMENT") is entered into as of February 18, 2000 (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, 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 Credit Agreement has been amended by that certain First
Amendment to First Amended and Restated Credit Agreement dated as of
December 31, 1996, that certain Second Amendment to First Amended and
Restated Credit Agreement dated as of June 30, 1998, that certain Third
Amendment to First Amended and Restated Credit Agreement dated as of
December 15, 1997, that certain Fourth Amendment to First Amended and Restated
Credit Agreement dated as of June 30, 1998, and that certain Fifth Amended and
Restated Credit Agreement dated as of December 29, 1998; and
WHEREAS, the Credit Agreement was further amended by Sixth Amendment to
First Amended and Restated Credit Agreement dated as of May 28, 1999, and
pursuant to Article I thereof, the Termination Date was extended to June 30,
2002, by notice from the Company dated April 30, 1999, and written
concurrence by the Banks pursuant to request dated June 7, 1999; and
WHEREAS, the Company has requested that the Credit Agreement be amended
to modify Section 2.2; and
WHEREAS, the Agent and the Banks are agreeable to such request under the
present circumstances and upon the terms and conditions as set forth below.
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
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acknowledged and confessed, the Company, Haggar, the Banks and the Agent
hereby agree as follows:
AGREEMENT:
1. AMENDMENT TO SECTION 2.2 of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:
2.2 USE OF PROCEEDS. The proceeds of the Advances shall be
used by the Company in compliance with Section 5.15 hereof, for
working capital and general corporate purposes, in compliance with
Section 7.2 in all respects and in the ordinary course of its
business. Proceeds of the Advances may also be used to fund the
repurchase of shares of the common stock of Haggar on the open
market or through privately negotiated transactions; provided,
however, that proceeds used for such purpose, in the aggregate over
the term of the Obligations, shall not exceed $40,000,000. The
provisions of this Section 2.2 are subject to, and shall not limit,
modify or otherwise affect, the other covenants and agreements
contained in this Agreement, including, without limitation, the
covenants contained in Article 7 hereof.
2. CERTIFICATES. This Agreement shall be effective 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 as 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, (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; and (iii) as to the existence and good standing in their
respective states of incorporation of the Company and the Guarantors.
(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
ture 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 and/or any of the other Loan Documents, are
hereby ratified and confirmed by the Company and Haggar, and all such
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agreements shall be and shall remain in full force and effect, enforceable in
accordance with their terms.
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, 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 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 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 CONSTRUCTED 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. COUNTERPARTIES. 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]
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EXECUTED as of the date first above written.
HAGGAR CLOTHING CO., a Nevada corporation, f/k/a
Haggar Apparel Company
By: /s/ J.M. Haggar, III
-----------------------------------------------
J.M. Haggar, III
Chief Executive Officer
HAGGAR CORP., a Nevada corporation
By: /s/ J.M. Haggar, III
-----------------------------------------------
J.M. Haggar, III
Chief Executive Officer
THE BANKS CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
individually and as the Agent
$22,222,222.22
By: /s/ John P. Dean
-----------------------------------------------
John P. Dean
Senior Vice President
$22,222,222.22 BANK OF AMERICA, N.A.
successor-in-interest to NationsBank, N.A.
By: /s/ Deirdre B. Doyle
-----------------------------------------------
Deirdre B. Doyle
Principal
$18,518,518.51 COMERICA BANK -- TEXAS
By: /s/ Paul L. Strange
-----------------------------------------------
Paul L. Strange
Vice President
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$11,111,111.12 BANK ONE, N.A., a successor in interest to
The First National Bank of Chicago
By: /s/ Thomas Freas
-------------------------
Thomas Freas
Managing Director
$14,814,814.81 THE BANK OF TOKYO-MITSUBISHI, LTD.,
DALLAS OFFICE
By: /s/ Douglas M. Barnell
-------------------------
Douglas M. Barnell
Vice President
$11,111,111.12 NATIONAL CITY BANK, KENTUCKY
By: /s/ Tom Gurbach
-------------------------
Tom Gurbach
Vice President
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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/ J.M. Haggar, III
---------------------------
J.M. Haggar, III
Chief Executive Officer
Dated as of February 18, 2000.
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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 is it 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/ J.M. Haggar, III
-------------------------------------
J.M. Haggar, III
Chairman/Chief Executive Officer
CORSICANA COMPANY,
a Nevada corporation
By: /s/ J.M. Haggar, III
-------------------------------------
J.M. Haggar, III
Chairman/Chief Executive Officer
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DALLAS PANT MANUFACTURING COMPANY,
a Nevada corporation
By: /s/ J.M. Haggar, III
------------------------
J.M. Haggar, III
Chairman/Chief Executive Officer
GREENVILLE PANT MANUFACTURING
COMPANY, a Nevada corporation
By: /s/ J.M. Haggar, III
------------------------
J.M. Haggar, III
Chairman/Chief Executive Officer
MCKINNEY PANT MANUFACTURING COMPANY,
a Nevada corporation
By: /s/ J.M. Haggar, III
------------------------
J.M. Haggar, III
Chairman/Chief Executive Officer
OLNEY MANUFACTURING COMPANY,
a Nevada corporation
By: /s/ J.M. Haggar, III
------------------------
J.M. Haggar, III
Chairman/Chief Executive Officer
WAXAHACHIE GARMENT COMPANY,
a Nevada corporation
By: /s/ J.M. Haggar, III
------------------------
J.M. Haggar, III
Chairman/Chief Executive Officer
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LA ROMANA MANUFACTURING CORPORATION, a
Nevada corporation
By: /s/ J.M. Haggar, III
--------------------------------
J.M. Haggar, III
Chairman/Chief Executive Officer
HAGGAR SERVICES, INC.,
a Texas corporation
By: /s/ J.M. Haggar, III
--------------------------------
J.M. Haggar, III
Chairman/Chief Executive Officer
DUNCAN MANUFACTURING COMPANY,
an Oklahoma corporation
By: /s/ J.M. Haggar, III
--------------------------------
J.M. Haggar, III
Chairman/Chief Executive Officer
WESLACO CUTTING, INC.,
a Nevada corporation
By: /s/ J.M. Haggar, III
--------------------------------
J.M. Haggar, III
Chairman/Chief Executive Officer
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WESLACO SEWING, INC.,
a Nevada corporation
By: /s/ J.M. Haggar, III
----------------------------------
J.M. Haggar, III
Chairman/Chief Executive Officer
HAGGAR DIRECT, INC.,
a Nevada corporation
By: /s/ J.M. Haggar, III
----------------------------------
J.M. Haggar, III
Chairman/Chief Executive Officer
JERRELL, INC.,
a Nevada corporation
By: /s/ J.M. Haggar, III
----------------------------------
J.M. Haggar, III
Chairman/Chief Executive Officer
SAN GABRIEL ENTERPRISES, INC.
a Texas corporation
By: /s/ J.M. Haggar, III
----------------------------------
J.M. Haggar, III
Chairman/Chief Executive Officer
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MULTIPLES U.S.A., INC.,
a Texas corporation
By: /s/ J.M. Haggar, III
----------------------------------
J.M. Haggar, III
Chairman/Chief Executive Officer
Dated as of February 18, 2000.
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