EXHIBIT (10)a.
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered
into as of April 10, 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.
RECITALS
A. A Credit Agreement dated as of April 1, 2004 (as amended by that
certain First Amendment, dated as of April 12, 2005, and as further amended or
modified from time to time, the "Credit Agreement") has been entered into by and
among the Borrower, the Guarantors party thereto (the "Guarantors"), the
financial institutions party thereto (the "Lenders") and the Administrative
Agent.
B. The Borrower, the Guarantors and the Required Lenders have agreed to an
amendment and waiver of the terms of the Credit Agreement as set forth below.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Amendment to Section 8.12 of the Credit Agreement. Section 8.12 of the
Credit Agreement is hereby amended by replacing the grid and the subsequent
proviso therein with the following:
FISCAL YEAR PERIOD AMOUNT
- ------------------ -----------
2005 through 2006 (combined) $91,000,000
2007 $60,000,000
2008 $65,000,000
2009 $65,000,000
; provided, however, that so long as no Default has occurred
and is continuing or would result from such expenditure, any portion
of any amount set forth above not to exceed $5,000,000 per fiscal
year period, if not expended in the fiscal year period for which it
is permitted above, may be carried over for expenditure in the
immediately succeeding fiscal year period.
2. Condition Precedent to Effectiveness. The amendment to the Credit
Agreement set forth herein shall be deemed effective as of the date hereof once
the Administrative Agent has received from the Loan Parties and the Required
Lenders duly executed counterparts of this Amendment.
3. Representations and Warranties. Each Loan Party hereby represents and
warrants to the Administrative Agent and the Lenders that, upon giving effect to
this Amendment (a) no Default or Event of Default exists and (b) all of the
representations and warranties set forth in the Loan Documents are true and
correct in all material respects as of the date hereof (except for those that
expressly state that they are made as of an earlier date, in which case they
shall be true and correct as of such earlier date).
4. Ratification of Credit Agreement. Except as expressly modified and
amended in this Amendment, all of the terms, provisions and conditions of the
Loan Documents shall remain unchanged and in full force and effect. The term
"this Agreement" or "Credit Agreement" and all similar references as used in
each of the Loan Documents shall hereafter mean the Credit Agreement as amended
by this Amendment. Except as herein specifically agreed, the Credit Agreement is
hereby ratified and confirmed and shall remain in full force and effect
according to its terms.
5. Authority/Enforceability. Each of the Loan Parties hereby represents
and warrants as follows:
(a) It has taken all necessary action to authorize the execution,
delivery and performance of this Amendment.
(b) This Amendment has been duly executed and delivered by such
Person and constitutes such Person's legal, valid and binding obligation,
enforceable in accordance with its terms, except as such enforceability
may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent
conveyance or transfer, moratorium or similar laws affecting creditors'
rights generally and (ii) general principles of equity (regardless of
whether such enforceability is considered in a proceeding at law or in
equity).
(c) No consent, approval, authorization or order of, or filing,
registration or qualification with, any court or governmental authority or
third party is required in connection with the execution, delivery or
performance by such Person of this Amendment. The execution, delivery and
performance by such Person of this Amendment does not and will not
conflict with, result in a breach of or constitute a default under the
articles of incorporation, bylaws or other organizational documents of any
Loan Party or any of its Subsidiaries or any indenture or other material
agreement or instrument to which such Person is a party or by which any of
its properties may be bound or the approval of any Governmental Authority
relating to such Person except as could not reasonably be expected to have
a Material Adverse Effect.
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6. Expenses. The Borrower agrees to pay all reasonable costs and expenses
in connection with the preparation, execution and delivery of this Amendment,
including without limitation the reasonable fees and expenses of Moore & Van
Allen PLLC, special counsel to the Administrative Agent.
7. Counterparts/Telecopy. This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall constitute one and the same instrument. Delivery of
executed counterparts by telecopy shall be effective as an original.
8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TENNESSEE.
9. Entirety. This Amendment and the other Loan Documents embody the entire
agreement between the parties and supersede all prior agreements and
understandings, if any, relating to the subject matter hereof. These Loan
Documents represent the final agreement between the parties and may not be
contradicted by evidence of prior, contemporaneous or subsequent oral agreements
of the parties. There are no oral agreements between the parties.
10. Acknowledgment of Guarantors. The Guarantors acknowledge and consent
to all of the terms and conditions of this Amendment and agree that this
Amendment and any documents executed in connection herewith do not operate to
reduce or discharge the Guarantors' obligations under the Credit Agreement or
the other Loan Documents.
11. Affirmation of Liens. Each Loan Party affirms the liens and security
interests created and granted by it in the Loan Documents (including, but not
limited to, the Security Agreement, the Mortgage Instruments and the Control
Agreements) and agrees that this Amendment shall in no manner adversely affect
or impair such liens and security interests.
[Signature pages to follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment, to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.
BORROWER: GENESCO INC.
By: /s/ James S. Gulmi
------------------------------
Name: James S. Gulmi
Title: SVP-Finance & CFO
GUARANTORS: GENESCO BRANDS INC.,
a Delaware corporation
By: /s/ James S. Gulmi
------------------------------
Name: James S. Gulmi
Title: SVP-Finance & CFO
HAT WORLD CORPORATION,
a Delaware corporation
By: /s/ James S. Gulmi
------------------------------
Name: James S. Gulmi
Title: SVP-Finance & CFO
HAT WORLD INC.,
a Minnesota corporation
By: /s/ James S. Gulmi
------------------------------
Name: James S. Gulmi
Title: SVP-Finance & CFO
Second Amendment to Credit Agreement
Genesco Inc.
April 2006
ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A., in its capacity
as Administrative Agent
By: /s/ John Pocalyko
-----------------------------------
Name: John Pocalyko
Title: Senior Vice President
Second Amendment to Credit Agreement
Genesco Inc.
April 2006
LENDERS: BANK OF AMERICA, N.A.,
as a Lender and L/C Issuer
By: /s/ John Pocalyko
-----------------------------------
Name: John Pocalyko
Title: Senior Vice President
Second Amendment to Credit Agreement
Genesco Inc.
April 2006
LASALLE BANK NATIONAL ASSOCIATION
By: /s/ W. P. Fischer
-----------------------------------
Name: W. P. Fischer
Title: Senior Vice President
Second Amendment to Credit Agreement
Genesco Inc.
April 2006
WELLS FARGO FOOTHILL, LLC
By: /s/ Donna Arenson
-----------------------------------
Name: Donna Arenson
Title: Assistant Vice President
Second Amendment to Credit Agreement
Genesco Inc.
April 2006
NATIONAL CITY BANK
By: /s/ Jennifer Taliaferro
-----------------------------------
Name: Jennifer Taliaferro
Title: Relationship Manager
Second Amendment to Credit Agreement
Genesco Inc.
April 2006
SUN TRUST BANK
By: /s/ Scott Corley
-----------------------------------
Name: Scott Corley
Title: Managing Director
Second Amendment to Credit Agreement
Genesco Inc.
April 2006
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Heather Hinkelman
-----------------------------------
Name: Heather Hinkelman
Title: Banking Officer
Second Amendment to Credit Agreement
Genesco Inc.
April 2006
BRANCH BANKING & TRUST COMPANY
By: /s/ Natalie Ruggiero
-----------------------------------
Name: Natalie Ruggiero
Title: Banking Officer
Second Amendment to Credit Agreement
Genesco Inc.
April 2006
FIFTH THIRD BANK
By: /s/ John K. Perez
-----------------------------------
Name: John K. Perez
Title: Vice President
Second Amendment to Credit Agreement
Genesco Inc.
April 2006
PNC BANK NATIONAL ASSOCIATION
By: /s/ Chester A. Misbach, Jr.
-----------------------------------
Name: Chester A. Misbach, Jr.
Title: Senior Vice President
Second Amendment to Credit Agreement
Genesco Inc.
April 2006