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EXHIBIT (10)K.
FIRST AMENDMENT TO LOAN AGREEMENT
This First Amendment to Loan Agreement (the "Amendment") is dated as
of October 31, 1996, and is entered into by and among Genesco Inc. (the
"Borrower") and NationsBank, N.A. as agent for the Banks and individually (the
"Agent") and The First National Bank of Chicago, as co-agent for the Banks and
individually (the "Co-Agent"). The Agent and the Co-Agent are sometimes
collectively referred to as the "Banks."
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 January 5, 1996 (the "Loan Agreement").
Capitalized terms used but not otherwise defined herein shall have the same
meanings as in the Loan Agreement.
2. The parties hereto desire to amend the Loan Agreement in the
particular respects hereinafter set forth.
A G R E E M E N T S
NOW, THEREFORE, the Banks and the Borrower hereby agree as follows:
1. AMENDMENT TO SECTION 7.5.4. Section 7.5.4 is hereby deleted
in its entirety and the following is substituted in lieu thereof:
7.5.4 CAPITAL EXPENDITURES. The Borrower will not, and will not
permit any of its Subsidiaries to, purchase or otherwise acquire, or
commit to purchase or otherwise acquire, any fixed or capital asset or
otherwise make or incur obligations for Capital Expenditures by the
expenditure of cash or the incurrence of Indebtedness, the cost of
which (or, in the case of any acquisition not in the nature of an
ordinary purchase, the book value of the consideration given for
which), when aggregated with the costs of all other such assets
purchased or otherwise acquired by the Borrower and its Subsidiaries
taken as a whole during the Fiscal Year, would exceed $16,000,000
during the Fiscal Year ending January31, 1997 or $25,000,000 during
any Fiscal Year ending thereafter; provided, that, if during any
Fiscal Year Capital Expenditures are less than any of the applicable
amounts set forth above, the lesser of (i)the difference between the
applicable amount and the actual Capital Expenditures for such Fiscal
Year, or (ii)$2,000,000 (such lesser amount being referred to as the
"Excess Capital Expenditures Allowance") shall be carried forward so
as to increase the maximum Capital Expenditures which may be made in
accordance with this Subsection 7.5.4 for the immediately succeeding
Fiscal Year, but not for any other subsequent Fiscal Year, except to
the extent permitted by the next succeeding sentence. Capital
Expenditures made in any such succeeding Fiscal Year shall be applied
first to the Excess Capital
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Expenditures Allowance carried forward until such Allowance is
exhausted and shall then be applied to the maximum Capital
Expenditures specified above for such Fiscal Year in determining
whether an Excess Capital Expenditure Allowance is available to be
carried forward to the next succeeding Fiscal Year in the manner
described in this Subsection 7.5.4.
2. HEADINGS. Article and section headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive
effect.
3. APPLICABLE LAW. This Amendment shall be governed by, and
shall be construed and enforced in accordance with, the laws of the State of
Tennessee.
4. SUCCESSORS AND ASSIGNS. This 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.
5. COUNTERPARTS; EFFECTIVENESS. This 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.
6. ENTIRE AGREEMENT. The Loan Agreement, as amended by this
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 Amendment to be duly executed effective as of the date
first above written.
ATTEST: GENESCO INC.
By: /s/ Roger Sisson By /s/ Matthew N. Johnson
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Roger Sisson Matthew N. Johnson
Corporate Secretary Title Treasurer
(Corporate Seal)
[signatures continued on page 3]
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NATIONSBANK, N.A.
Individually and as Agent
By /s/ Jeb E. Ball
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Jeb E. Ball
Title Senior Vice President
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[signatures continued on page 4]
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THE FIRST NATIONAL BANK OF CHICAGO
By /s/ Barry P. Litwin
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Barry P. Litwin
Title Senior Vice President
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