FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVER THIS FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVER

EXHIBIT (10)a. FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVER THIS FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVER (this "Amendment") is entered into as of April 12, 2005 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 or modified, 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 such section in its entirety with the following: "8.12 CAPITAL EXPENDITURES. Make or become legally obligated to make any expenditure in respect of the purchase or other acquisition of any fixed or capital asset (excluding normal replacements and maintenance which are properly charged to current operations and net of any tenant allowances or other payments, credits or reimbursements related to capital expenditures for leasehold improvements), except for capital expenditures in the ordinary course of business not exceeding, in the aggregate for the Borrower and it Subsidiaries during each fiscal year period set forth below, the amount set forth opposite such fiscal year period:

; 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 $3,000,000 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. Waiver. The Borrower has informed the Administrative Agent that due to a change in the interpretation of the GAAP requirements for lease accounting it intends to restate certain of its prior period financial statements (including, without limitation, the Audited Financial Statements for the fiscal year ending as of January 31, 2004 which have previously been delivered to the Administrative Agent and the Lenders in connection with the Credit Agreement) (collectively, the "Prior Financial Statements"). The Borrower has asked the Required Lenders to waive any Default or Event of Default that exists or would otherwise result from a misrepresentation with respect to Sections 6.05(a)(i), (ii) and 6.05(d) arising from such restatement of the Prior Financial Statements. The Required Lenders hereby grant a waiver of any Default or Event of Default that exists or would otherwise result from a misrepresentation with respect to Sections 6.05(a)(i), (ii) or 6.05(d) as a result of the restatement of the Prior Financial Statements in connection with the changes in lease accounting or circumstances leading to such restatement to address such changes in lease accounting. 3. Condition Precedent to Effectiveness. The amendment to and waiver of 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. 4. 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 earli