0000950144-04-003716 Sample Contracts

PUBLISHED CUSIP NUMBERS: 371533AA8 (Deal) 371533AB6 (Revolving Commitment) 371533AC4 (Term Loan A)
Credit Agreement • April 9th, 2004 • Genesco Inc • Retail-shoe stores • Tennessee
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EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER dated as of February 5, 2004
Agreement and Plan of Merger • April 9th, 2004 • Genesco Inc • Retail-shoe stores
EXHIBIT 10.2 FORM OF REVOLVING NOTE
Genesco 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.

EXHIBIT 10.3 FORM OF TERM NOTE
Genesco 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.

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