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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 September 24, 1997, as amended January 30,
1998, March 31, 1998, August 1, 1998, December 11, 1998, November 5, 1999 and
October 4, 2000 (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"), BANK ONE, NA
(formerly known as The First National Bank of Chicago), as Co-Agent for the
Banks (the "Co-Agent"), and BANK OF AMERICA, N.A. (formerly known as
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. The definition of "Capital Expenditures" in Section 1.1 of the
Loan Agreement shall be amended in its entirety so that definition now reads as
follows:
"Capital Expenditures" for any period means the aggregate of
all expenditures (including that portion of Capital Leases which is
capitalized on the consolidated balance sheet of the Borrower and its
Subsidiaries, but without duplication in the case of Capital Leases
arising out of a sale-leaseback of property, plant or equipment
previously acquired through Capital Expenditures by the Borrower or its
Subsidiaries) by the Borrower and its Subsidiaries during that period
that, in conformity with GAAP, have been or should have been included
in the property, plant or equipment reflected in the consolidated
balance sheet of the Borrower and its Subsidiaries, other than
additions to property, plant or equipment arising out of the
acquisition of the stock of any Person or of all or substantially all
of the assets of any Person or of any division or business unit of any
Person; provided, however, that such calculation shall exclude up to
$30,000,000 of capital expenditures related to the construction of a
new distribution center.
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B. 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 Seventh Amendment; and
(ii) No Default or Potential Default currently exists and
is continuing under the Loan Agreement simultaneously with the
execution of this Seventh Amendment.
C. The Borrower will execute such additional documents as are
reasonably requested by the Agent to reflect the terms and conditions of this
Seventh Amendment.
D. Except as modified hereby and except for necessary
modifications to exhibits to bring such exhibits in conformity with the terms of
this Seventh Amendment, all of the terms and provisions of the Loan Agreement
(and Exhibits) remain in full force and effect.
E. The Borrower agrees to pay all reasonable costs and expenses
in connection with the preparation, execution and delivery of this Seventh
Amendment, including without limitation the reasonable fees and expenses of the
Agent's legal counsel.
F. This Seventh 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 Seventh Amendment
to produce or account for more than one such counterpart.
G. This Seventh 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.
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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Seventh 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/ James S. Gulmi
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Title Senior Vice President - Finance
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BANKS:
BANK OF AMERICA, N.A.,
individually in its capacity as a Bank and in
its capacity as Agent
By /s/ Timothy H. Spanos
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Title Managing Director
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BANK ONE, NA (Main Office -
Chicago, formerly known as The First National
Bank of Chicago), individually in its capacity
as a Bank and in its capacity as a Co-Agent
By /s/ Catherine A. Muszynski
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Title Vice President
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