Exhibit 10.2
AMENDMENT NO. 6
to
CREDIT AGREEMENT
This AMENDMENT NO. 6 dated as of July 11, 2007 (this "Amendment") is
by and among HAMPSHIRE GROUP, LIMITED (the "Borrower"), HAMPSHIRE DESIGNERS,
INC., GLAMOURETTE FASHION MILLS, INC., ITEM-EYES, INC., SB CORPORATION, SHANE
HUNTER, INC., MARISA CHRISTINA, 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 and by Amendment No. 5 and Waiver dated as
of March 30, 2007 (as amended, the "Loan Agreement").
B. The Borrower has requested, and the Banks and the Agent have
agreed, for all purposes of Sections 10.02 and 10.04 of the Loan Agreement, to
amend the definition of Consolidated Capital Expenditures in Section 1.01 of the
Loan Agreement such that the Borrower and its Restricted Subsidiaries may expend
an aggregate of up to $8,500,000 for tenant improvements (the "Tenant
Improvements") to certain premises proposed to be leased to the Borrower at the
building (the "Building") known as 114 West 41St Street, New York, New York (in
addition to certain tenant improvements to such premises to be funded by the
owner of such Building), and that such expenditures by the Borrower and its
Restricted Subsidiaries shall be excluded from the definition of Consolidated
Capital Expenditures under Section 1.01 of the Loan Agreement, 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 to the Loan Agreement
2.01 For all purposes of Sections 10.02 and 10.04 of the Loan
Agreement, the definition of Consolidated Capital Expenditures in Section 1.01
of the Loan Agreement is amended such that the Borrower and its Restricted
Subsidiaries may expend an aggregate of up to $8,500,000 for the Tenant
Improvements (in addition to certain tenant improvements to be funded by the
owner of the Building), and that such expenditures by the Borrower and its
Restricted Subsidiaries shall be excluded from the definition of Consolidated
Capital Expenditures under Section 1.01 of the Loan Agreement.
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.
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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 as of the date first written above upon receipt by the Agent of (i)
original counterparts of this Amendment duly executed by the Borrower, the
Guarantors and the Required Banks, and (ii) payment of the Agent's legal fees
and expenses.
[signature pages follow]
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By:
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/ Health L. Golden
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Name: Heath L. Golden
Title: Vice Presdient and General Counsel
HAMPSHIRE DESIGNERS, INC.
By: /s/ Health L. Golden
---------------------------------------------
Name: Heath L. Golden
Title: Secretary
GLAMOURETTE FASHION MILLS,
INC.
By: /s/ Health L. Golden
---------------------------------------------
Name: Heath L. Golden
Title: Secretary
ITEM-EYES, INC.
By: /s/ Health L. Golden
---------------------------------------------
Name: Heath L. Golden
Title: Secretary
SB CORPORATION
By: /s/ Health L. Golden
---------------------------------------------
Name: Heath L. Golden
Title: Secretary
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SHANE HUNTER, INC.
By: /s/ Health L. Golden
---------------------------------------------
Name: Heath L. Golden
Title: Secretary
MARISA CHRISTINA, INCORPORATED
By: /s/ Health L. Golden
---------------------------------------------
Name: Heath L. Golden
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/ Richard J. Elias
---------------------------------------------
Name: Richard J. Elias
Title: Vice President
THE CIT GROUP/COMMERCIAL
SERVICES, INC.
By: /s/ Georgia Tetteris
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Name: Georgia Tetteris
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/ Joseph Nastri
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Name: Joseph Nastri
Title: Senior Vice President
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ISRAEL DISCOUNT BANK OF NEW
YORK, as a Bank
By: /s/ Juan C. Zaino
---------------------------------------------
Name: Juan C. Zaino
Title: First Vice President
By: /s/ Matilde Reyes
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Name: Matilde Reyes
Title: First Vice President
BANK OF AMERICA, N.A., as a Bank
By: /s/ Susan L. Callahan
---------------------------------------------
Name: Susan L. Callahan
Title: Vice President
WACHOVIA BANK, NATIONAL
ASSOCIATION, as a Bank
By: /s/ Tim Sechrest
---------------------------------------------
Name: Tim Sechrest
Title: Vice President
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