Exhibit 10.1
AMENDMENT NO. 8
to
CREDIT AGREEMENT
This AMENDMENT NO. 8 dated as of December 13, 2007 (this "Amendment") is by
and among HAMPSHIRE GROUP, LIMITED (the "Borrower"), HAMPSHIRE DESIGNERS, INC.,
GLAMOURETTE FASHION XXXXX, INC., ITEM-EYES, INC., SB CORPORATION, XXXXX XXXXXX,
INC., MARISA XXXXXXXXX, INCORPORATED, the Banks party hereto and HSBC Bank USA,
National Association, as Agent for the Banks.
RECITALS:
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A. The Borrower, the Guarantors, the Banks and the Agent have entered into
a Credit Agreement and Guaranty dated as of August 15, 2003, as amended by
Amendment No. 1 thereto dated as of December 29, 2004, by Amendment No. 2
thereto dated as of November 10, 2005, by Amendment No. 3 and Waiver dated as of
August 8, 2006, by Waiver dated as of October 13, 2006, by Amendment No. 4 and
Waiver dated as of December 29, 2006, by Amendment No. 5 and Waiver dated as of
March 30, 2007, by Amendment No. 6 to Credit Agreement dated as of July 11,
2007, by Waiver dated as of July 25, 2007, by Waiver dated as of August 31,
2007, by Amendment No. 7 dated as of September 17, 2007, and by Consent and
Waiver to Credit Agreement and Amendment to Security Agreement, dated as of
November 1, 2007 (as amended, the "Loan Agreement").
B. The Borrower has requested, and the Banks and the Agent have agreed, to
amend the definition of Revolving Credit Termination Date to extend it from
December 31, 2007 to February 15, 2008, all upon the terms and conditions set
forth herein.
C. The Banks are agreeable to such amendment, on the terms and subject to
the conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration whose receipt and sufficiency are acknowledged, the
Borrower, the Guarantors, the Banks and the Agent hereby agree as follows:
Section 1. Definitions. Each capitalized term used but not defined in this
Amendment shall have the meaning ascribed to such term in the Loan Agreement.
Section 2. Amendment of Loan Agreement
2.01 The definition of "Revolving Credit Termination Date" appearing in
Section 1.01 of the Loan Agreement is hereby amended and restated in its
entirety to read as follows:
"Revolving Credit Termination Date" means February 15, 2008.
Section 3. Acknowledgments, Confirmations and Consent.
3.01 Each of the Borrower and the Guarantors acknowledges and confirms
that the Liens granted pursuant to the Security Documents to which it is a party
continue to secure the Obligations.
3.02 Each Guarantor consents in all respects to the execution by the
Borrower of this Amendment and acknowledges and confirms that the Guaranty by
such Guarantor, as set forth in Article V of the Loan Agreement, guarantees the
full payment and performance of all of the Obligations, and remains in full
force and effect in accordance with its terms.
Section 4. Representations and Warranties. The Borrower and each Guarantor,
as the case may be, each represents and warrants to the Lenders and the Agent as
follows:
4.01 After giving effect to this Amendment, (i) each of the
representations and warranties set forth in Article VII of the Loan Agreement is
true and correct in all respects as if made on the date of this Amendment, and
(ii) no Default or Event of Default exists under the Loan Agreement.
4.02 The Borrower and each Guarantor has the power to execute, deliver
and perform, and has taken all necessary action to authorize the execution,
delivery and performance of, this Amendment and the other agreements,
instruments and documents to be executed by it in connection with this
Amendment. No consent or approval of any Person, no waiver of any Lien or right
of distraint or other similar right and no consent, license, certificate of
need, approval, authorization or declaration of, or filing with, any
governmental authority, bureau or agency is or will be required in connection
with the execution, delivery or performance by the Borrower or any Guarantor, or
the validity, enforcement or priority, of this Amendment and the other
agreements, instruments and documents executed in connection with this
Amendment.
4.03 The execution, delivery and performance by the Borrower and each
Guarantor of this Amendment will not violate any Law, and will not result in, or
require, the creation or imposition of any Lien on any of its properties or
revenues pursuant to any Law except those in favor of the Agent.
4.04 This Amendment has been duly executed and delivered by the
Borrower or such Guarantor, as the case may be, and constitutes the valid and
legally binding obligation of the Borrower or such Guarantor, as the case may
be, enforceable in accordance with its terms, except as such enforcement may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium, or
other similar laws, now or hereafter in effect, relating to or affecting the
enforcement of creditors' rights generally and except that the remedy of
specific performance and other equitable remedies are subject to judicial
discretion.
Section 5. Miscellaneous.
5.01 Except as specifically modified by this Amendment, the Loan
Agreement and each of the other Loan Documents shall remain in full force and
effect in accordance with their respective terms.
5.02 THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED IN AND
TO BE PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK BY RESIDENTS OF SUCH
STATE.
5.03 This Amendment may be signed in any number of counterparts with
the same effect as if all parties to this Amendment signed the same counterpart.
5.04 The Borrower agrees to pay the Agent upon demand all reasonable
expenses, including reasonable fees of attorneys for the Agent, incurred by the
Agent in connection with the preparation, negotiation and execution of this
Amendment and any other agreements, instruments and documents executed or
furnished in connection with this Amendment.
Section 6. Effectiveness of Amendment. This Amendment shall become
effective upon receipt by the Agent of (i) original counterparts of this
Amendment duly executed by the Borrower, the Guarantors and the Banks, (ii)
payment to the Agent for the account of the Banks of a non-refundable amendment
fee in the amount of $20,000 and (iii) payment of the Agent's legal fees and
expenses.
[signature pages follow]
IN WITNESS WHEREOF, the Borrower, the Guarantors, the Banks and the Agent
have signed and delivered this Amendment as of the date first written above.
HAMPSHIRE GROUP, LIMITED
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Vice President, General Counsel and
Secretary
HAMPSHIRE DESIGNERS, INC.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Secretary
GLAMOURETTE FASHION XXXXX, INC.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Secretary
ITEM-EYES, INC.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Secretary
SB CORPORATION
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Secretary
XXXXX XXXXXX, INC.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Secretary
MARISA XXXXXXXXX, INCORPORATED
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Secretary
HSBC BANK USA, NATIONAL ASSOCIATION, as a Bank, as
Letter of Credit Issuing Bank (for all Letters of
Credit other than Existing Letters of Credit) and
as Agent
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Vice President
THE CIT GROUP/COMMERCIAL SERVICES, INC.
By: /s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx
Title: Vice President
JPMORGAN CHASE BANK, N.A., as a Bank and as
Letter of Credit Issuing Bank (for the Existing
Letter of Credit)
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
ISRAEL DISCOUNT BANK OF NEW YORK, as a Bank
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: First Vice President
By: /s/ R. Xxxxx Xxxxxxxxx
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Name: R. Xxxxx Xxxxxxxxx
Title: Vice President
BANK OF AMERICA, N.A., as a Bank
By: /s/ Xxxxx Xxxxxxxxx
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Name: Xxxxx Xxxxxxxxx
Title: Senior Vice President
WACHOVIA BANK, NATIONAL ASSOCIATION, as a Bank
By: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Title: Senior Vice President
