HAMPSHIRE GROUP LTD
10.1 - AMENDMENT NO. 8 TO CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>h4032488b.txt
<DESCRIPTION>10.1 - AMENDMENT NO. 8 TO CREDIT AGREEMENT
<TEXT>
                                                                    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 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:
                                    ---------

     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.




<PAGE>

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.


<PAGE>

          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]

<PAGE>


     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/ Heath L. Golden
                                   ---------------------------------------------
                              Name:   Heath L. Golden
                              Title:  Vice President, General Counsel and
                                       Secretary



                             HAMPSHIRE DESIGNERS, INC.


                              By:  /s/ Heath L. Golden
                                   ---------------------------------------------
                              Name:   Heath L. Golden
                              Title:  Secretary



                             GLAMOURETTE FASHION MILLS, INC.


                              By:  /s/ Heath L. Golden
                                   ---------------------------------------------
                              Name:   Heath L. Golden
                              Title:  Secretary



                             ITEM-EYES, INC.


                              By:  /s/ Heath L. Golden
                                   ---------------------------------------------
                              Name:   Heath L. Golden
                              Title:  Secretary



                              SB CORPORATION


                              By:  /s/ Heath L. Golden
                                   ---------------------------------------------
                              Name:   Heath L. Golden
                              Title:  Secretary

<PAGE>



                             SHANE HUNTER, INC.


                              By:  /s/ Heath L. Golden
                                   ---------------------------------------------
                              Name:   Heath L. Golden
                              Title:  Secretary



                             MARISA CHRISTINA, INCORPORATED


                               By:  /s/ Heath 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
                                 -----------------------------------------------
                             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 J. Nastri
                                  ----------------------------------------------
                             Name:    Joseph J. Nastri
                             Title:   Senior Vice President




<PAGE>

                             ISRAEL DISCOUNT BANK OF NEW YORK, as a Bank


                             By:  /s/ Juan C. Zaino
                                 -----------------------------------------------
                             Name:   Juan C. Zaino
                             Title:  First Vice President

                             By:  /s/ R. David Korngruen
                                  ----------------------------------------------
                             Name:    R. David Korngruen
                             Title:   Vice President



                             BANK OF AMERICA, N.A., as a Bank


                             By:  /s/  David Gutierrez
                                  ----------------------------------------------
                             Name:    David Gutierrez
                             Title:   Senior Vice President



                             WACHOVIA BANK, NATIONAL ASSOCIATION, as a Bank


                             By:  /s/ Jeff Reeves
                                 -----------------------------------------------
                             Name:    Jeff Reeves
                             Title:   Senior Vice President


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