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EXHIBIT (10)M
SECOND AMENDMENT TO LOAN AGREEMENT
This Second Amendment to Loan Agreement ("Second Amendment")
is dated as of January 31, 1994 and is entered into by and among the
banks named on the signature pages hereof (the "Banks"), Genesco Inc. (the
"Borrower"), The First National Bank of Chicago, as Co-Agent for the Banks (in
such capacity, the "Co-Agent"), and NationsBank of North Carolina, N.A., as
agent for the Banks (in such capacity, the "Agent").
R E C I T A L S
1. The Borrower, the Banks, the Co-Agent and the Agent are
parties to a Loan Agreement dated as of August 2, 1993 (the "Loan Agreement").
Capitalized terms used but not otherwise defined herein shall have the same
meanings as in the Loan Agreement. The Loan Agreement has previously been
amended by a First Amendment to Loan Agreement dated as of November 5, 1993.
2. The parties hereto desire further to amend the Loan
Agreement in the particulars hereinafter set forth
A G R E E M E N T S
NOW, THEREFORE, the Banks, the Borrower, the Co-Agent and the Agent
hereby agree as follows:
1. Amendment to Section 2.4(b) and (c). Section 2.4(b) and
Section 2.4(c) are hereby deleted in their entirety and the following are
substituted in lieu thereof:
(b) Eurodollar Loans. During such periods as Revolving Loans
shall consist of Eurodollar Loans, at a per annum rate equal to
the Adjusted Eurodollar Rate plus 2.25%.
(c) Adjusted CD Loans. During such periods as Revolving Loans
shall consist of Adjusted CD Loans, at a per annum rate equal to
the Adjusted CD rate plus 2.30%.
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2. Amendment to Section 2.10(c). Section 2.10(c) is
hereby deleted in its entirety and the following is substituted in lieu
thereof:
(c) Standby Letter of Credit Commission. In
consideration of the issuance of standby Letters of
Credit hereunder, the Borrower agrees to pay to the
Letter of Credit Bank a letter of credit commission
equal to the 2.25% per annum on the maximum amount
available to be drawn under each of the standby Letters
of Credit from the date of issuance to the date of
expiration.
Five-sixths (83.33%) of the foregoing commission shall
be shared by the Banks (including the applicable Letter
of Credit Bank in its capacity as a Bank) in accordance
with their respective Commitment Percentages, and the
balance of such commission shall be retained solely by
the applicable Letter of Credit Bank. The foregoing
commission shall be payable in advance on the date of
issuance (or extension) of each standby Letter of
Credit.
3. Amendment to Section 7.5.2. Section 7.5.2 is
hereby deleted in its entirety and the following is substituted in lieu
thereof:
7.5.2 Consolidated Tangible Net Worth. The Borrower will
not permit Consolidated Tangible Net Worth at the end of
any quarterly or annual accounting period to be less
than the respective amount set forth in the table below
for each period, increased by the amount, if any, by
which the charges to earnings and asset write-downs
reflected on the Borrower's financial statements at and
for the fiscal year ending January 31, 1994 are less
than $38,200,000:
Quarter Ending Amount
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January 31, 1994 $73,000,000
April 30, 1994 $73,000,000
July 31, 1994 $73,000,000
October 31, 1994 $80,000,000
January 31, 1995 $89,000,000
April 30, 1995 $89,000,000
July 31, 1995 $89,000,000
October 31, 1995 $89,000,000
January 31, 1996 $89,000,000
The Borrower will not permit Consolidated Tangible Net
Worth at the end of any quarterly or annual accounting
period ending on a date after January 31, 1996 to be
less than the Consolidated Tangible Net Worth required
at January 31, 1996 plus fifty percent (50%) of the
Borrower's positive Consolidated Net Income (without
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reduction for any negative Consolidated Net Income), for
the fiscal year ended January 31, 1996.
4. Amendment to Section 7.5.3. Section 7.5.3 is
hereby deleted in its entirety and the following is substituted in lieu thereof:
7.5.3 Consolidated Fixed Charge Coverage Ratio. The
Borrower will not permit its Consolidated Fixed Charge
Coverage Ratio to be less than 1.00 with respect to the
fiscal year ending January 31, 1995 or to be less than
1.25 with respect to any fiscal year thereafter, unless
during the fourth fiscal quarter of such fiscal year the
Borrower reduces the outstanding principal amount of the
Loans for a period of at least thirty (30) consecutive
days to not more than $10,000,000, disregarding, for
purposes of determining whether such reduction has been
effected, any reductions effected with the proceeds of
borrowings from any financial institution.
5. Amendment to Section 7.5.6. Section 7.5.6 of the
Loan Agreement is deleted in its entirety and the following is substituted in
lieu thereof:
7.5.6 Consolidated Senior Funded Indebtedness/Total
Capital. The Borrower will not permit the ratio of
Consolidated Senior Funded Indebtedness to Total Capital
at the end of each of the first three quarterly
accounting periods of each fiscal year to be greater
than .60 to 1.0 or at the end of any fiscal year to be
greater than .55 to 1.0; provided that, at April 30,
1994 and at July 31, 1994, the Borrower may permit the
ratio of Consolidated Senior Funded Indebtedness to
Total Capital to be no greater than .63 to 1.0.
6. Amendment Fee. Promptly after this Second
Amendment becomes effective, Borrower shall pay to the Agent, for the account
of each Bank, to be allocated to it in proportion to its respective Commitment
Percentage, the sum of $250,000.00 as an amendment fee.
7. Headings. Article and section headings in this
Second Amendment are included herein for convenience of reference only and
shall not constitute a part of this Second Amendment for any other purpose or
be given any substantive effect.
8. Applicable Law. This Second Amendment shall be
governed by, and shall be construed and enforced in accordance with, the laws
of the State of Tennessee.
9. Successors and Assigns. This Second Amendment
shall be binding upon the parties hereto and their respective successors and
assigns and shall inure to the benefit of the parties hereto and the successors
and assigns of the Banks.
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10. Counterparts; Effectiveness. This Second Amendment
and any amendments, waivers, consents or supplements may be executed in any
number of counterparts, and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument. Pursuant to section 10.6 of the Loan Agreement, this Second
Amendment shall become effective upon the execution of a counterpart hereof by
the Borrower and Majority Banks.
11. Entire Agreement. The Loan Agreement, as amended
by the First Amendment and by this Second Amendment, represents the entire
understanding among the parties with respect to the matters set forth herein
and supersedes all prior understandings among the parties hereto with respect
to such matters.
IN WITNESS WHEREOF, each of the parties hereto has
caused a counterpart of this Second Amendment to be duly executed effective as
of the date first above written.
ATTEST: GENESCO INC.
By /S/ Roger G. Sisson By /s/ Michael A. Corbett
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Secretary Title Treasurer
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(Corporate Seal)
[signatures continued on page 5]
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NATIONSBANK OF NORTH CAROLINA, N.A.,
Individually and as Agent
By /s/ Steve Dalton
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Title Vice President
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[signatures continued on page 6]
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THE FIRST NATIONAL BANK OF CHICAGO,
Individually and as Co-Agent
By /s/ John Runger
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Title Vice President
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[signatures continued on page 7]
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FIRST AMERICAN NATIONAL BANK
By /s/ Scott Bane
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Title Vice President
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[signatures continued on page 8]
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CIBC, INC.
By /s/ Kathryn W. Sax
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Title Vice President
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[signatures continued on page 9]
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THE HONG KONG AND SHANGHAI BANKING
CORPORATION LIMITED
By /s/ J. Gregory McClain
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Title Vice President
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[signatures continued on page 10]
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FIRST UNION NATIONAL BANK OF TENNESSEE
By /s/ Brent Turner
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Title Vice President
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[signatures continued on page 11]
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THIRD NATIONAL BANK IN NASHVILLE
By /s/ J. Fred Turner
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Title First Vice President
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