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EXHIBIT (10)i.
FIRST AMENDMENT TO MODIFIED
AND RESTATED LOAN AGREEMENT
THIS FIRST AMENDMENT TO MODIFIED AND RESTATED LOAN AGREEMENT (the
"First Amendment") dated as of January 30, 1998, is to that Modified and
Restated Loan Agreement dated as of September 24, 1997 (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 January 30, 1998, (i) Section 7.5.2 is amended
by replacing the reference to "October 31, 2001" with a reference to "October
31, 2000" and (ii) Section 7.5.3.(b) of the Loan Agreement is ameded in its
entirety so that such Section now reads as follows:
(b) .66 to 1.0 on the last day of the fiscal quarters
ending January 31, 1998 through October 31, 1998
B. Effective as of January 30, 1998, the Banks hereby waive any
violation of Section 7.6 of the Loan Agreement relating to the conveyance, sale,
lease, transfer or other disposition of the assets of the western boot
operations to the Borrower:
C. 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 First Amendment.
(ii) No Default or Potential Default currently exists and
is continuing under the Loan Agreement simultaneously with the execution of this
First Amendment.
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D. The Borrower will execute such additional documents as are
reasonably requested by the Agent to reflect the terms and conditions of this
First Amendment.
E. Except as modified hereby and except for necessary
modifications to exhibits to bring such exhibits in conformity with the terms of
this First Amendment, all of the terms and provisions of the Loan Agreement (and
Exhibits) remain in full force and effect.
F. The Borrower agrees to pay all reasonable costs and expenses
in connection with the preparation, execution and delivery of this First
Amendment, including without limitation the reasonable fees and expenses of the
Agent's legal counsel.
G. This First 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 First Amendment
to produce or account for more than one such counterpart.
H. This First 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 First 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/ Xxxx X. Xxxxxxxx
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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 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 Xxxxxx
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Title Vice President
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SECOND AMENDMENT TO MODIFIED
AND RESTATED LOAN AGREEMENT
THE SECOND AMENDMENT TO MODIFIED AND RESTATED LOAN AGREEMENT (the "Second
Amendment") dated as of March 31, 1998, is to that Modified and Restated Loan
Agreement dated as of September 24, 1997 (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 March 31, 1998, Section 1.1 of the Loan Agreement is
amended by adding the following definitions in the alphabetically appropriate
places:
"Consolidated Senior Indebtedness" means, as of any date of
determination, all Consolidated Indebtedness less Consolidated Subordinated
Indebtedness.
"Consolidated Subordinated Indebtedness" means, as of any date of
determination, all Consolidated Indebtedness of the Borrower and/or its
Subsidiaries the repayment of which has been subordinated to the repayment
of the Obligations on terms and conditions satisfactory to the Agent. The
term "Consolidated Subordinated Indebtedness" shall include the convertible
subordinated debt securities of the Borrower in principal amount not to
exceed $115,000,000 due not earlier than 2005.
B. Effective as of March 31, 1998, Section 7.5.3 is amended in its entirety
so that such Section now reads as follows:
7.5.3 Consolidated Senior Indebtedness/Total Capital. The Borrower
will maintain a ratio of Consolidated Senior Indebtedness to Total Capital
of less than (a) .45 to 1.0 on the last day of the fiscal quarters ending
April 30, 1998, July 31, 1998 and October 31, 1998, (b) .425 to 1.0 on the
last day of the fiscal quarters ending January 31,
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1999, April 30, 1999, July 31, 1999 and October 31, 1999 and (c) .40 to 1.0 on
the last day of the fiscal quarter ending January 31, 2000 and on the last day
of each fiscal quarter ending thereafter.
C. Effective as of March 31, 1998, the Banks hereby waive any violation (if
any) of Section 7.5.3 of the Loan Agreement which occurred prior to such
date.
D. 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 Second Amendment; and
(ii) No Default or Potential Default currently exists and is
continuing under the Loan Agreement simultaneously with execution of this
Second Amendment.
E. The Borrower will execute such additional documents as are reasonably
requested by the Agent to reflect the terms and conditions of this Second
Amendment.
F. Except as modified hereby and except for necessary modifications to
exhibits to bring such exhibits in conformity with the terms of this Second
Amendment, all of the terms and provisions of the Loan Agreement (and Exhibits)
remain in full force and effect.
G. The Borrower agrees to pay all reasonable costs and expenses in
connection with the preparation, execution and delivery of this Second
Amendment, including without limitation the reasonable fees and expenses of the
Agent's legal counsel.
H. This Second 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 Second Amendment to produce or
account for more than one such counterpart.
I. This Second 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 Second 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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Xxxxx X. Xxxxx
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/ XXXX X. XXXXXXXX
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Xxxx X. Xxxxxxxx
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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Xxxxxxxxx X. Xxxxxxxxx
Title: Vice President
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BANK OF AMERICA, FSB
By:
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Title:
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