GENESCO INC.Registration Rights Agreement • April 15th, 1998 • Genesco Inc • Retail-shoe stores • New York
PUBLISHED CUSIP NUMBERS: 371533AA8 (Deal) 371533AB6 (Revolving Commitment) 371533AC4 (Term Loan A)Credit Agreement • April 9th, 2004 • Genesco Inc • Retail-shoe stores • Tennessee
ARTICLE ILoan Agreement • December 16th, 1997 • Genesco Inc • Retail-shoe stores • Tennessee
RECITALSCredit Agreement • April 13th, 2006 • Genesco Inc • Retail-shoe stores • Tennessee
EXHIBIT (10)H. SEVENTH AMENDMENT TO MODIFIED AND RESTATED LOAN AGREEMENT THIS SEVENTH AMENDMENT TO MODIFIED AND RESTATED LOAN AGREEMENT (the "Seventh Amendment") dated as of April 30, 2001, is to that Modified and Restated Loan Agreement dated as of...Loan Agreement • June 19th, 2001 • Genesco Inc • Retail-shoe stores • Tennessee
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER dated as of February 5, 2004Agreement and Plan of Merger • April 9th, 2004 • Genesco Inc • Retail-shoe stores
GENESCO INC.Registration Rights Agreement • September 16th, 2003 • Genesco Inc • Retail-shoe stores • New York
GENESCO INC.Indenture • September 16th, 2003 • Genesco Inc • Retail-shoe stores • New York
GENESCO INC. ISSUER ANDGenesco Inc • April 15th, 1998 • Retail-shoe stores • New York
GENESCO INC. andRights Agreement • August 30th, 2000 • Genesco Inc • Retail-shoe stores • New York
1 AMENDMENT NO. 2 TO RIGHTS AGREEMENT THIS AMENDMENT NO. 2 TO RIGHTS AGREEMENT (this "Amendment") is entered into as of March 10, 1998 by and between GENESCO INC., a Tennessee corporation (the "Company"), and FIRST CHICAGO TRUST COMPANY OF NEW YORK...Rights Agreement • March 25th, 1998 • Genesco Inc • Retail-shoe stores • Tennessee
EXHIBIT 10.2 FORM OF REVOLVING NOTEGenesco Inc • April 9th, 2004 • Retail-shoe stores • Tennessee
FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby promises to pay to _________ or registered assigns (the "Lender"), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Revolving Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of March __, 2004 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used herein as therein defined), among the Borrower, the Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and L/C Issuer.
GRAPHIC]Genesco Inc • May 1st, 2003 • Retail-shoe stores
[SEAL] of GENESCO Inc. (hereinafter referred to as the "Corporation"), transferable on the books of the Corporation by the holder hereof, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be held subject to all the provisions of the Certificate of Incorporation of the Corporation and all amendments thereof (copies of which are on file at the office of the Corporation and its transfer agent), to all of which the holder of this Certificate by acceptance hereof assents. This Certificate is not valid until countersigned by the Transfer Agent and duly registered by the Registrar.
RECITALSCredit Agreement and Waiver • April 14th, 2005 • Genesco Inc • Retail-shoe stores • Tennessee
GENESCO INC. RESTRICTED SHARE AWARD AGREEMENTRestricted Share Award Agreement • December 8th, 2005 • Genesco Inc • Retail-shoe stores • Tennessee
EXHIBIT 10.3 FORM OF TERM NOTEGenesco Inc • April 9th, 2004 • Retail-shoe stores
FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby promises to pay to ______________________ or registered assigns (the "Lender"), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of the Term Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of March __, 2004 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used herein as therein defined), among the Borrower, the Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and L/C Issuer.
EXHIBIT 10.2 AMENDMENT NO. 1 (RENEWAL) TO TRADEMARK LICENSE AGREEMENT This Amendment No. 2 dated October 18, 2004 amends that certain Trademark License Agreement dated August 9, 2000 (the "Agreement"), by and between LEVI STRAUSS & CO., a Delaware...License Agreement • December 9th, 2004 • Genesco Inc • Retail-shoe stores
1 EXHIBIT (10)I. THIRD AMENDMENT TO MODIFIED AND RESTATED LOAN AGREEMENT THIS THIRD AMENDMENT TO MODIFIED AND RESTATED LOAN AGREEMENT (the "Third Amendment") dated as of August 1, 1998, is to that Modified and Restated Loan Agreement dated as of...Loan Agreement • April 30th, 1999 • Genesco Inc • Retail-shoe stores • Tennessee
AGREEMENT AND PLAN OF MERGER BY AND AMONG THE FINISH LINE, INC., HEADWIND, INC. AND GENESCO INC DATED AS OF JUNE 17, 2007Agreement and Plan of Merger • June 18th, 2007 • Genesco Inc • Retail-shoe stores • Tennessee
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of June 17, 2007, is by and among The Finish Line, Inc. (“Parent”), an Indiana corporation, Headwind, Inc. (“Merger Sub”), a newly-formed Tennessee corporation and a direct wholly-owned subsidiary of Parent, and Genesco Inc. (the “Company”), a Tennessee corporation.
EXHIBIT 99.2Rights Agreement • November 19th, 1998 • Genesco Inc • Retail-shoe stores
THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 3rd, 2022 • Genesco Inc • Retail-shoe stores • New York
This FOURTH AMENDED AND RESTATED CREDIT AGREEMENT is dated as of January 31, 2018 (this “Agreement”) among GENESCO INC., a corporation organized under the laws of the State of Tennessee having a place of business at Genesco Park, 1415 Murfreesboro Road, P.O. Box 731, Nashville, TN 37202-0731, as a Domestic Borrower and the Lead Borrower (as hereinafter defined); the Other Domestic Borrowers (as defined below); GCO CANADA ULC, as the Canadian Borrower; GENESCO (UK) LIMITED, a company incorporated in England and Wales with company number 07667223 as the UK Borrower; the LENDERS party hereto; BANK OF AMERICA, N.A., a national banking association having a place of business at 100 Federal Street, Boston, Massachusetts 02110, as Agent for the Lenders and the other Secured Parties (as each such term is hereinafter defined); and U.S. BANK NATIONAL ASSOCIATION and TRUIST BANK, as Co-Syndication Agents; and PNC BANK, NATIONAL ASSOCIATION, as Documentation Agent.
GENESCO INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • December 8th, 2005 • Genesco Inc • Retail-shoe stores • Tennessee
GENESCO INC. RESTRICTED SHARE AWARD AGREEMENTRestricted Share Award Agreement • September 10th, 2009 • Genesco Inc • Retail-shoe stores • Tennessee
THIS RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”) is made and entered into as of the ___ day of , 200___ (the “Grant Date”), between Genesco Inc., a Tennessee corporation, together with its subsidiaries (the “Company”), and (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Genesco Inc. 2009 Equity Incentive Plan (the “Plan”).
EXCHANGE AGREEMENT (Restricted Stock)Exchange Agreement • April 29th, 2009 • Genesco Inc • Retail-shoe stores
(including any other persons or entities exchanging Debentures hereunder for whom the undersigned Holder holds contractual and investment authority, the “Holder”) enters into this Exchange Agreement (the “Agreement”) with Genesco Inc. (the “Company”) on April ___, 2009 whereby on the date hereof the Holder will exchange (the “Exchange”) the Company’s 4.125% Convertible Subordinated Debentures due June 15, 2023 (the “Debentures”) for shares of the Company’s common stock, par value $1.00 per share (the “Common Stock”).
W I T N E S S E T H:And Modified Loan Agreement • December 18th, 2001 • Genesco Inc • Retail-shoe stores • Tennessee
Exhibit (10)cc. GENESCO INC. RESTRICTED SHARE AWARD AGREEMENTRestricted Share Award Agreement • March 27th, 2024 • Genesco Inc • Retail-shoe stores • Tennessee
THIS RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”) is made and entered into as of the ____ day of _______, 20__ (the “Grant Date”), between Genesco Inc., a Tennessee corporation, together with its subsidiaries (the “Company”), and ____________ (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Genesco Inc. Amended and Restated 2020 Equity Incentive Plan (the “Plan”).
COOPERATION AGREEMENTCooperation Agreement • April 25th, 2018 • Genesco Inc • Retail-shoe stores • Tennessee
This COOPERATION AGREEMENT (the “Agreement”), dated as of April 24, 2018 is made and entered into by GENESCO INC., a Tennessee corporation (the “Company”) and LEGION PARTNERS ASSET MANAGEMENT, LLC, a Delaware limited liability company, (together with its Affiliates “Legion Partners”), 4010 CAPITAL, LLC, a Delaware limited liability company (together with its Affiliates “4010”) and each of the other persons listed on the signature page hereto (collectively with Legion Partners, 4010 and together with any other Affiliates of Legion Partners and 4010 who are or hereafter become beneficial owners of any shares of Common Stock (as defined below), the “Investor Group” and each individually, an “Investor”).
GENESCO INC. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • December 8th, 2005 • Genesco Inc • Retail-shoe stores • Tennessee
CONVERSION AGREEMENTConversion Agreement • November 6th, 2009 • Genesco Inc • Retail-shoe stores
(including any other persons or entities converting Debentures hereunder for whom the undersigned Holder holds contractual and investment authority, the “Holder”) enters into this Conversion Agreement (the “Agreement”) with Genesco, Inc. (the “Company”) on , 2009 whereby the Holder will convert (the “Conversion”) the Company’s 4.125% Convertible Subordinated Debentures due June 15, 2023 (the “Debentures”) into shares of the Company’s common stock, par value $1.00 per share (the “Common Stock”), in accordance with the terms of the Indenture dated June 24, 2003 among the Company and The Bank of New York, as Trustee (the "Indenture”), and the Company will make a cash payment to the Holder.
AMENDMENT TO THE AMENDED AND RESTATED RIGHTS AGREEMENT BETWEEN GENESCO INC. AND COMPUTERSHARE TRUST COMPANY, N.A., AS SUCCESSOR TO FIRST CHICAGO TRUST COMPANY OF NEW YORKRights Agreement • June 18th, 2007 • Genesco Inc • Retail-shoe stores • Tennessee
THIS AMENDMENT TO THE AMENDED AND RESTATED RIGHTS AGREEMENT (this “Amendment”) is made as of June 17, 2007, between Genesco Inc., a Tennessee corporation (the “Company”), and Computershare Trust Company, N.A., as successor to First Chicago Trust Company of New York (the “Rights Agent”).
GENESCO INC. RESTRICTED SHARE AWARD AGREEMENTRestricted Share Award Agreement • June 14th, 2007 • Genesco Inc • Retail-shoe stores • Tennessee
THIS RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”) is made and entered into as of the _____ day of _____, 20 ___ (the “Grant Date”), between Genesco Inc., a Tennessee corporation (the “Company”), and _____ (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Genesco Inc. 2005 Equity Incentive Plan (the “Plan”).
SETTLEMENT AGREEMENTSettlement Agreement • March 4th, 2008 • Genesco Inc • Retail-shoe stores • New York
This SETTLEMENT AGREEMENT (the “Agreement”) is made and entered into as of March 3, 2008 by and among UBS Securities LLC and UBS Loan Finance LLC (collectively, “UBS”), The Finish Line, Inc. and Headwind, Inc. (collectively “Finish Line”) and Genesco Inc. (“Genesco”). UBS, Finish Line, and Genesco are individually referred to herein as a “Party,” and collectively as the “Parties.”
AMENDMENT AND TERMINATION OF THE SECOND AMENDED AND RESTATED RIGHTS AGREEMENT BETWEEN GENESCO INC. AND COMPUTERSHARE TRUST COMPANY, N.A., AS SUCCESSOR TO FIRST CHICAGO TRUST COMPANY OF NEW YORKRights Agreement • May 13th, 2016 • Genesco Inc • Retail-shoe stores • New York
This Amendment and Termination of the Second Amended and Restated Rights Agreement (this “Amendment and Termination”) is made as of May 13, 2016, between Genesco Inc., a Tennessee corporation (the “Company”), and Computershare Trust Company, N.A., as successor to First Chicago Trust Company of New York (the “Rights Agent”).
FORM OF Genesco Inc. PERFORMANCE SHARE UNIT AGREEMENTPerformance Share Unit Agreement • June 8th, 2023 • Genesco Inc • Retail-shoe stores • Tennessee
This PERFORMANCE SHARE UNIT AGREEMENT (this “Agreement”) is made and entered into as of the ____day of _________, 20__ (the “Grant Date”), between Genesco Inc., a Tennessee corporation (together with its Subsidiaries and Successors, the “Company”), and [Participant Name], (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Genesco Inc. 2020 Equity Incentive Plan, as may be amended and restated from time to time (the “Plan”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 24th, 2006 • Genesco Inc • Retail-shoe stores • Tennessee
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of August 24, 2006 among (i) GENESCO INC., a Tennessee corporation (the “Borrower”), (ii) the subsidiaries of the Borrower identified as Guarantors on the signature pages hereto, (iii) the Lenders identified on the signature pages hereto and (iv) BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”). All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement referred to below.
