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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 September 24, 1997, as amended January 30, 1998 and
March 31, 1998 (hereinafter, such Loan Agreement as amended hereby, and as
further amended or modified from time to time, the "Loan Agreement"; all terms
used but not otherwise defined herein shall have the meanings provided in the
Loan Agreement), by and among GENESCO INC. (the "Borrower"), the banks and
financial institutions on the signature pages hereto (the "Banks"), FIRST
NATIONAL BANK OF CHICAGO, as Co-Agent for the Banks (the "Co-Agent"), and
NATIONSBANK, N.A., as Agent for the Banks (in such capacity, the "Agent").
W I T N E S S E T H:
WHEREAS, the Borrower has requested certain modifications to the Loan
Agreement; and
WHEREAS, the Banks have agreed to the requested modifications on the
terms and conditions herein set forth;
NOW, THEREFORE, IN CONSIDERATION of these premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
A. Effective as of August 1, 1998, the definition of
"Consolidated Net Worth" in Section 1.1 of the Loan Agreement is amended by
adding the following proviso at the end of such definition:
provided, however, "Consolidated Net Worth" shall be adjusted
upward by the amount of any capital stock of the Borrower repurchased
on and after August 1, 1998 up to an aggregate purchase price of
$20,000,000.
B. Effective as of August 1, 1998, the definition of "Restricted
Payment" in Section 1.1 of the Loan Agreement is amended by adding the
following proviso at the end of such definition:
provided, however, "Restricted Payment" shall not include
payments made in connection with the "Stock Buyback of 1998".
C. Effective as of August 1, 1998, Section 1.1 of the Loan
Agreement is further amended by adding the following definition in the
alphabetically appropriate place:
"Stock Buyback of 1998" means the repurchase by the Borrower
on or after August 1, 1998 of common stock of the Borrower up to an
aggregate purchase price of $20,000,000.
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D. Effective as of August 1, 1998, Section 7.4(a) of the Loan
Agreement is amended in its entirety so that such Section now reads as follows:
(a) The Borrower may make Restricted Payments if the
cumulative amount of all such Restricted Payments (including any
Restricted Payment proposed to be made) after the Closing Date would
not exceed the sum of (i) $5,000,000.00; plus (ii) 50%, if positive,
or minus 100%, if negative, of cumulative Consolidated Net Income
after August 1, 1998 to the end of the accounting month immediately
preceding the date of the action by the board of directors of the
Borrower declaring or authorizing the Restricted Payment, taken as a
single period; plus (iii) 50% of the cumulative net cash proceeds of
the issuance of new equity Securities by the Borrower, other than
proceeds applied for the purposes described in clauses (i)(C) and
(ii)(B) of the definition of Restricted Payment;
E. The Borrower hereby represents and warrants that:
(i) any and all representations and warranties made by
the Borrower and contained in the Loan Agreement (other than those
which expressly relate to a prior period) are true and correct in all
material respects as of the date of this Third Amendment; and
(ii) No Default or Potential Default currently exists and
is continuing under the Loan Agreement simultaneously with the
execution of this Third Amendment.
F. The Borrower will execute such additional documents as are
reasonably requested by the Agent to reflect the terms and conditions of this
Third Amendment.
G. Except as modified hereby and except for necessary
modifications to exhibits to bring such exhibits in conformity with the terms
of this Third Amendment, all of the terms and provisions of the Loan Agreement
(and Exhibits) remain in full force and effect.
H. The Borrower agrees to pay all reasonable costs and expenses
in connection with the preparation, execution and delivery of this Third
Amendment, including without limitation the reasonable fees and expenses of the
Agent's legal counsel.
I. This Third Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original and it shall not be necessary in making proof of this Third Amendment
to produce or account for more than one such counterpart.
J. This Third Amendment and the Loan Agreement, as amended
hereby, shall be deemed to be contracts made under, and for all purposes shall
be construed in accordance with the laws of the State of Tennessee.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Third Amendment to be duly executed under seal and
delivered as of the date and year first above written.
BORROWER:
GENESCO INC.
a Tennessee corporation
By: /s/ Xxxxx X. Xxxxx
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Title: Senior Vice President - Finance
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BANKS:
NATIONSBANK, N.A.
individually in its capacity as a
Bank and in its capacity as Agent
By: /s/ Xxxxxxx X. Xxxxxx
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Title: Senior Vice President
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THE FIRST NATIONAL BANK OF CHICAGO,
individually in its capacity as a Bank and in its
capacity as a Co-Agent
By: /s/ Xxxxxxxxx X. Xxxxxxxxx
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Title: Vice President
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BANK OF AMERICA, FSB
By: /s/ Xxxxxx X. Xxx
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Title: Vice President
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FOURTH AMENDMENT TO MODIFIED
AND RESTATED LOAN AGREEMENT
THIS FOURTH AMENDMENT TO MODIFIED AND RESTATED LOAN AGREEMENT (the
"Fourth Amendment") dated as of December 11, 1998, is to that Modified and
Restated Loan Agreement dated as of September 24, 1997, as amended January 30,
1998, March 31, 1998 and August 1, 1998 (hereinafter, such Loan Agreement as
amended hereby, and as further amended or modified from time to time, the "Loan
Agreement"; all terms used but not otherwise defined herein shall have the
meanings provided in the Loan Agreement), by and among GENESCO INC. (the
"Borrower"), the banks and financial institutions on the signature pages hereto
(the "Banks"), FIRST NATIONAL BANK OF CHICAGO, as Co-Agent for the Banks (the
"Co-Agent"), and NATIONSBANK, N.A., as Agent for the Banks (in such capacity,
the "Agent").
W I T N E S S E T H:
WHEREAS, the Borrower has requested certain modifications to the Loan
Agreement; and
WHEREAS, the Banks have agreed to the requested modifications on the
terms and conditions herein set forth;
NOW, THEREFORE, IN CONSIDERATION of these premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
A. Effective as of October 31, 1998, the definition of
"Consolidated EBITDA" in Section 1.1 of the Loan Agreement is amended by adding
the following sentence at the end of such definition:
"Notwithstanding the foregoing, cash payments relating to
non-cash charges taken by the Borrower in connection with the
divestiture of its western boot business shall not be subtracted from
Consolidated Net Income in the calculation of Consolidated EBITDA."
B. Effective as of October 31, 1998, the definition of "Majority
Banks" in Section 1.1 of the Loan Agreement is amended by replacing the
references to "66 2/3%" with references to "70%".
C. Effective as of October 31, 1998, the Consolidated Fixed
Charge Coverage Ratio in Section 7.5.2 of the Loan Agreement is amended as
follows:
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Quarter Ending Ratio
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October 31, 1998 and each quarter
ending thereafter through October 31, 1999 1.55 to 1.0
January 31, 2000 and each quarter
ending thereafter through October 31, 2000 1.60 to 1.0
January 31, 2001 and each quarter ending
thereafter 1.65 to 1.0
D. Effective as of October 31, 1998, the second sentence of
Section 2.7 (a) of the Loan Agreement is amended in its entirety as follows:
"No Letter of Credit shall have a term of more than one year with the
exception of the Letter of Credit, LC #00352663, issued by The First
National Bank of Chicago in the amount of $327,500.00."
E. Effective as of October 31, 1998, Section 6.1(a) of the Loan
Agreement is deleted and Section 6.1(b) of the Loan Agreement is amended in its
entirety so that such Section now reads as follows:
(b) as soon as practicable and in any event within 60
days after the end of each fiscal quarter in each of the Borrower's
Fiscal Years, other than the fourth fiscal quarter, an unaudited
consolidated balance sheet and income and cash flow statements of the
Borrower and its Subsidiaries as at the end of such period and for the
year-to-date period then ended, but in any event setting forth, in
comparative form, the consolidated figures for the corresponding
periods of the previous Fiscal Year and the consolidated figures
included in the operating plan delivered to the Banks pursuant to
Section 6.1(1), all in reasonable detail;
F. The Banks hereby waive any violation of the Loan Agreement
under Section 6.1(a) occurring prior to October 31, 1998.
G. The Borrower hereby represents and warrants that:
(i) any and all representations and warranties made by
the Borrower and contained in the Loan Agreement (other than those
which expressly relate to a prior period) are true and correct in all
material respects as of the date of this Fourth Amendment; and
(ii) No Default or Potential Default currently exists and
is continuing under the Loan Agreement simultaneously with the
execution of this Fourth Amendment.
H. The Borrower will execute such additional documents as are
reasonably requested by the Agent to reflect the terms and conditions of this
Fourth Amendment.
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I. Except as modified hereby and except for necessary
modifications to exhibits to bring such exhibits in conformity with the terms
of this Fourth Amendment, all of the terms and provisions of the Loan Agreement
(and Exhibits) remain in full force and effect.
J. The Borrower agrees to pay all reasonable costs and expenses
in connection with the preparation, execution and delivery of this Fourth
Amendment, including without limitation the reasonable fees and expenses of the
Agent's legal counsel.
K. This Fourth Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original and it shall not be necessary in making proof of this Fourth Amendment
to produce or account for more than one such counterpart.
L. This Fourth Amendment and the Loan Agreement, as amended
hereby, shall be deemed to be contracts made under, and for all purposes shall
be construed in accordance with the laws of the State of Tennessee.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Fourth Amendment to be duly executed under seal and
delivered as of the date and year first above written.
BORROWER:
GENESCO INC.
a Tennessee corporation
By: /s/ Xxxxx X. Xxxxx
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Title: Senior Vice President - Finance
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BANKS:
NATIONSBANK, N.A.
individually in its capacity as a
Bank and in its capacity as Agent
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------------------
Title: Senior Vice President
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THE FIRST NATIONAL BANK OF CHICAGO,
individually in its capacity as a Bank and in its
capacity as a Co-Agent
By: /s/ Xxxxxxxxx X. Xxxxxxxxx
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Title: Vice President
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BANK OF AMERICA, FSB
By: /s/ Xxxxxxx X. Xxxxxx
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Title: Senior Vice President
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