AMENDMENT NO. 3 TO
FOURTH AMENDED AND RESTATED
LOAN AGREEMENT
Amendment No. 3 (this "Third Amendment") entered into as of June 30, 1997
among HAMPSHIRE DESIGNERS, INC. (the "Borrower"), THE CHASE MANHATTAN BANK,
("Chase"), FLEET BANK, N.A. ("Fleet", Chase and Fleet are individually referred
to as a "Lender" and collectively as the "Lenders") and FLEET BANK, N.A., in the
capacity as Agent for the Lenders (the "Agent").
WHEREAS, the Borrower, Chase, Fleet and the Agent are parties to a Fourth
Amended and Restated Loan Agreement dated as of March 31, 1996, as amended by
Amendment No. 1 thereto dated September 1, 1996 and Amendment No. 2 thereto
dated as of March 31, 1997 (as so amended, the "Agreement");
WHEREAS, the Borrower, the Lenders and the Agent desire to amend certain
provisions of the Agreement, and in order to do so, the parties hereto have
agreed to enter into this Third Amendment;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. All capitalized terms used herein, unless otherwise defined herein,
have the same meanings provided therefor in the Agreement.
2. Effective as of June 30, 1997, Section 7.9 of the Agreement is
hereby amended by deleting the phrase "such Investments (i) do not exceed
$4,000,000 in aggregate outstanding amount at any time" and inserting in
its place the phrase "such Investments (i) do not exceed $7,000,000 in
aggregate outstanding amount at any time".
3. The Borrower hereby represents and warrants to the Lenders and the
Agent that (a) no Event of Default and no event or condition which, with
the giving of notice or lapse of time or both, would constitute such an
Event of Default exists as of June 30, 1997 or would exist after giving
effect to this Third Amendment, (b) it has full power and authority to
enter into, and has taken all proper and necessary corporate action to
authorize this Third Amendment, and (c) this Third Amendment has been duly
executed and delivered and constitutes the valid and legally binding
obligation of the Borrower, enforceable in accordance with its terms.
4. This Third Amendment shall become effective as of the date hereof,
upon the satisfaction of the following conditions precedent:
(a) The Borrower, the Agent and each Lender shall have executed
and delivered to the Agent a counterpart of this Third Amendment.
(b) Each of the Grantors and the Guarantors shall have executed
and delivered to the Agent a counterpart of this third Amendment
thereby (i) indicating its consent hereto and (ii) confirming that its
respective Guaranty continues in full force and effect. (c) All legal
matters in connection with this Third Amendment shall be satisfactory
to the Agent and its counsel.
5. Except as modified hereby, all of the terms and provisions of the
Agreement shall continue in full force and effect. This Third Amendment may
be executed in any number of counterparts, all of which taken together
shall constitute one and the same instrument. Any signature delivered by a
party by a facsimile transmission shall be deemed to be an original
signature hereto. This Third Amendment shall be governed by and construed
in accordance with the laws of the State of New York.
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6. The Borrower will promptly pay all costs of the Agent in preparing
this Third Amendment including, without limitation, the fees and expenses
of counsel to the Agent in connection with the preparation, execution and
delivery, administration, interpretation and enforcement hereof.
7. The amendments set forth herein are limited precisely as written
and shall not be deemed to (a) be a consent to or a waiver of any other
term or condition of the Agreement or any of the documents referred to
therein or (b) prejudice any right or rights which the Agent or the Lenders
may now have or may have in the future under or in connection with the
Agreement or any documents referred to therein. Whenever the Agreement is
referred to in the Agreement, as amended, or any of the instruments,
agreements or other documents or papers executed and delivered in
connection therewith, it shall be deemed to mean the Agreement as modified
by this Third Amendment. All documents in place with the Borrower and the
Guarantors in connection with the Agreement shall be deemed amended to
conform to the provisions of this Third Amendment. In all other respects,
such documents remain unchanged and in full force and effect.
IN WITNESS HEREOF, the parties hereto have caused this Third Amendment to
be duly executed and delivered by their respective duly authorized officers as
of the date first above written.
HAMPSHIRE DESIGNERS, INC.
/s/ Xxxxxxx X. Xxxxxxx
--------------------------------
By: Xxxxxxx X. Xxxxxxx
Vice President
FLEET BANK, N.A., as a Lender and as Agent
/s/ Xxx Xxxxx
---------------------------------
By: Xxx Xxxxx
THE CHASE MANHATTAN BANK
/s/ Xxxx X'Xxxxx
---------------------------------
By: Xxxx X'Xxxxx
Vice President
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Accepted and Agreed:
HAMPSHIRE GROUP, LTD.
/s/ Xxxxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
GLAMOURETTE FASHION XXXXX, INC.
/s/ Xxxxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
SAN FRANCISCO KNITWORKS, INC.
/s/ Xxxxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
SEGUE (AMERICA), LTD.
/s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
HAMPSHIRE DESIGNERS, INC., as guarantor of the
obligations of Segue and Knitworks
/s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
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