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Share Purchase Agreement

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EXHIBIT (10) aa.


DATED 14 AUGUST 1995


GENESCO INC.


AND


PENTLAND INDUSTRIES LIMITED


__________________________________________________


A G R E E M E N T


- RELATING TO -


THE SALE AND PURCHASE OF THE ENTIRE ISSUED
SHARE CAPITAL OF MITRE SPORTS INTERNATIONAL LIMITED


__________________________________________________


2


SHARE PURCHASE AGREEMENT


DATED: 14 August 1995


PARTIES:


(1) GENESCO INC., a Tennessee corporation whose registered office is
at Genesco Park, Nashville, Tennessee, 37202 - 0731, USA ("the
Vendor"); and


(2) PENTLAND INDUSTRIES LIMITED a company registered in England
(Company Registration Number 2307419) whose registered office is
situated at The Pentland Centre, Lakeside, Squires Lane,
Finchley, London, N3 2QL ("the Purchaser").


RECITALS:


(A) Mitre Sports International Limited ("the Company") is a company
limited by shares incorporated under the Companies Act 1985
registered in England under number 2688851 whose registered
office is at Bay Hall Works, Birkby, Huddersfield, West
Yorkshire, HD1 5AY. At the date hereof it has an authorised
share capital of L.7,500,000 divided into 6,000,000 "A" Ordinary
Shares of L.1 each and 1,500,000 "B" Ordinary Shares of L.1
each, all of which have been allotted and issued and are fully
paid.


(B) The Vendor is the legal and equitable owner and the registered
holder of all of the shares in the capital of the Company. (C) Particulars of the Company are set out in Schedule 1.


(D) The Vendor has agreed to sell and the Purchaser has agreed to
purchase all of the shares in the Company on and subject to the
terms of this Agreement.


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(E) By an agreement of even date the Vendor has agreed to sell and
Pentland Sports Group, Ltd has agreed to purchase, certain other
assets owned by the Vendor and used in connection with the
"Mitre" business carried on by the Vendor in the USA, Canada and
Mexico.


OPERATIVE TERMS


1. INTERPRETATION


1.1 In this Agreement and its Recitals and Schedules:


"THE ACCOUNTS" means the audited balance sheet of the Company
made up as at the Balance Sheet Date and the audited profit and
loss account of the Company for the financial year ended on the
Balance Sheet Date, together with all notes, reports, statements
and other documents annexed thereto in accordance with any legal
requirement;


"THE AGREED EXCHANGE RATE" means USD 1.597 to L.1.00;


"THE BALANCE SHEET" means the audited balance sheet of the
Company forming part of the Accounts;


"THE BALANCE SHEET DATE" means 31st January 1995;


"BUSINESS DAY" means any day except Saturdays and Sundays on
which banks in the City of London are open for business;


"CAA" means Capital Allowances Act 1990;


"THE COMPANY" means Mitre Sports International Limited;


"COMPANY'S AUDITORS" means Price Waterhouse of York House, York
Street, Manchester, M2 4WS;


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"COMPLETION" means completion of the sale and purchase of the
Shares pursuant to this Agreement;


"COMPLETION ACCOUNTS" shall bear the meaning set out in
Schedule 7;


"COMPLETION BALANCE SHEET" means the audited balance sheet of
the Company forming part of the Completion Accounts;


"THE COMPLETION DATE" means the date of this Agreement;


"THE DEED OF COVENANT" means a deed in the form set out in
Schedule 6;


"THE DISCLOSURE LETTER" means the letter of the same date as
this Agreement from the Vendor to the Purchaser;


"THE EMPLOYMENT STATUTES" means the Disabled Persons
(Employment) Act 1944, the Trade Union and Labour Relations Acts
1974 and 76, the Employment Protection Act 1975, the Employment
Protection (Consolidation) Act 1978, the Employment Act 1980,
the Contracts of Employment Act 1972, the Equal Pay Act 1970,
the Sex Discrimination Act 1975, the Health and Safety at Work
etc. Act 1974, the Race Relations Act 1976, the Trade Union Act
1984, the Wages Act 1986, the Sex Discrimination Act 1986 and
the Trade Union Reform and Employment Rights Act 1993;


"FA" means Finance Act;


"FRS" means a Financial Reporting Standard issued by The
Accounting Standards Board Limited or an SSAP;


"THE GENERAL WARRANTIES" means those Warranties set out in
Schedule 4;


"THE GENESCO CONTRACTS" means those contracts entered into by
the Vendor in respect of its U.S., Canada and Mexico "Mitre"
business and which it willnot


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be in a position properly to perform following Completion by
virtue of the transactions contemplated in this Agreement and/or
in the US Agreement, details of which are provided in Schedule
10;


"THE ICTA" means the Income and Corporation Taxes Act 1988;


"INTELLECTUAL PROPERTY" means patents, trade marks, service
marks, registered designs, utility models, applications and
rights to apply for any of the foregoing, copyrights,
unregistered design rights, inventions, trade secrets,
confidential know-how and registrable business names and any
similar rights, whether registrable or not, in any part of the
world;


"THE INTELLECTUAL PROPERTY RIGHTS" means that Intellectual
Property owned or used by the Company and details of which are
set out in Schedule 3 (not being a comprehensive list of the
Intellectual Property owned or used by the Company);


"THE INTER-COMPANY INDEBTEDNESS" means the amount which as at
Completion is owed by the Company to the Vendor, inclusive of
all balances (trading or otherwise), management charges and
accrued interest to the date of Completion;


"ITA" means the Inheritance Tax Act 1984;


"NET TANGIBLE ASSETS" means the aggregate value of all fixed and
current assets (excluding goodwill, the Intellectual Property
and any other intangible assets) minus the aggregate value of
all liabilities and provisions (including provisions in
accordance with SSAP 18 in respect of contingent liabilities)
and any reserves or capital created by the upward revaluation of
assets subsequent to the Balance Sheet Date all as shown in the
Completion Accounts prepared in accordance with the provisions
of Schedule 7;


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"OPEN LETTERS OF CREDIT" means those letters of credit which
have been opened by or to the order of the Vendor in respect of
the purchase of stock for the Company or for the United States,
Canadian and Mexican markets, which are outstanding as at
Completion and which are listed in Schedule 9, subject to the
following limits: for the Company - USD 1,000,000 and for the
United States, Canadian and Mexican market - USD 1,750,000;


"THE PROPERTIES" means the properties particulars of which are
set out in Schedule 2;


"THE PURCHASER'S ACCOUNTANTS" means Price Waterhouse, of
Southwark Towers, 32 London Bridge Street, London SE1 9SY;


"THE PURCHASER'S NOMINEE" means Linklaters & Paines of 59 - 67
Gresham Street, London, EC2V 7YA;


"THE PURCHASER'S SOLICITOR" John McLaren of The Pentland
Centre, Lakeside, Squires Lane, Finchley, London, N3 2QL;


"RELIEF" shall have the meaning set out in the Tax Deed of
Covenant;


"THE RETENTION" means the amount of USD 750,000 to be retained
out of the consideration pursuant to Clause 3 and to be dealt
with in accordance with Clause 5;


"THE SHARES" means each and all of the shares of the Company
comprising the whole of its issued and allotted share capital;


"THE STAKEHOLDERS' ACCOUNT" means the account referred to in
sub-clause 5.1;


"SSAP" means a Statement of Standard Accounting Practice adopted
by Accounting Standards Board Limited;


7


"TAXATION" means all forms of taxation, (including duties,
rates, levies, withholdings, deductions, charges and imposts)
imposed in the United Kingdom or overseas, including but not
limited to:


(a) corporation tax, income tax, advance corporation tax,
any liability arising under Sections 419 or 601 ICTA,
national insurance contributions, social security
contributions, value added tax and customs duties;


(b) all penalties, surcharges, fines and interest relating
to any of the above; and


(c) any payment by way of settlement or compromise of any
claim in respect of any of the above;


"TAX DEED OF COVENANT" means the deed in the form set out in
Schedule 8;


"TCGA" means the Taxation of Chargeable Gains Act 1992;


"TMA" means the Taxes Management Act 1970;


"THE TAX WARRANTIES" means those Warranties set out in Schedule
5;


"PENSION SCHEME" means the Mitre Sports International Limited
Pension Scheme;


"US AGREEMENT" means an agreement in the agreed terms between
the Vendor (1) and Pentland Sports Group, Ltd (2) relating to
the sale and purchase of certain assets owned by the Vendor and
used in connection with the "Mitre" business in the USA, Canada
and Mexico;


"VATA" means the Value Added Tax Act 1994;


8


"VENDOR'S ACCOUNT" means the account in the name of the
Vendor with the following account details:


Name of Account : Genesco Separate Asset Account
Bank: : NationsBank of Tennessee
ABA # : 0640-0002-0
Account # : 011-287-8053


"THE VENDORS ACCOUNTANTS" means Price Waterhouse, York House,
York Street, M2 4WS, Manchester;


"THE VENDOR'S SOLICITORS" means Messrs. Taylor Joynson Garrett,
Carmelite, 50 Victoria Embankment, London, EC4Y 0DX;


"THE WARRANTIES" means the warranties, representations and
undertakings set out in Schedules 4 and 5. 1.2 Any reference in this Agreement to a document being "in the
agreed terms" means that document in the terms agreed between
the parties and for the purpose of identification signed by the
Purchaser and the Vendor's Solicitors or such other terms as may
be agreed in writing between the parties in substitution
therefor.


1.3 In this Agreement, references to any statutory provision shall
include such provision as from time to time amended, whether
before on or (in the case of re-enactment or consolidation only)
after the date hereof, and shall be deemed to include provisions
of earlier legislation (as from time to time amended) which have
been re-enacted (with or without modification) or replaced
(directly or indirectly) by such provision and shall further
include all statutory instruments or orders from time to time
made pursuant thereto on or before the date hereof.


1.4 Words and phrases defined in the Companies Act 1985 (excluding
its Schedules and as amended by the Companies Act 1989) shall
have the same


9


meanings in this Agreement unless they are otherwise defined in
this Agreement or unless the context or subject-matter otherwise
requires.


1.5 In this Agreement and its Schedules:


(a) the masculine gender shall include the feminine and
neuter and the singular number shall include the plural
and vice versa;


(b) references to persons shall include individuals, bodies
corporate, unincorporated associations and
partnerships;


(c) the headings are inserted for convenience only and
shall not affect the construction of this Agreement;


(d) references to Recitals, Clauses and Schedules and
sub-divisions thereof, unless a contrary intention
appears, are to the Recitals and Clauses of and
Schedules to this Agreement and sub-divisions thereof
respectively.


1.6 Each of the Schedules shall have effect as if expressly set out
in the body of this Agreement.


2. SALE AND PURCHASE OF SHARES


2.1 On and subject to the terms of this Agreement, the Vendor shall
sell and the Purchaser shall purchase the Shares on and with
effect from the Completion Date, free from all charges, liens,
equities, encumbrances, claims or restrictions whatsoever and
together with all rights attaching or accruing thereto and all
dividends and distributions declared, made or paid thereon or in
respect thereof on or after Completion.


2.2 Neither the Purchaser nor the Vendor shall be obliged to
complete the purchase or sale of any of the Shares unless the
purchase and sale of all the Shares and the completion of the US
Agreement occur simultaneously and if


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such sale and completion are not completed on the Completion
Date then either the Purchaser or the Vendor shall be entitled
to rescind this Agreement without liability of any kind.


3. CONSIDERATION


The purchase consideration payable by the Purchaser to the
Vendor for the Shares (subject to adjustment in accordance with
Schedule 7) ("the Purchase Consideration") shall be the
aggregate of


(a) USD 10,150,000; and


(b) the amount of cash or cash equivalents appearing on the
Completion Balance Sheet, subject to a maximum of USD
1,200,000 (such cash and cash equivalents together
being "the Cash Equivalents Amount"). For such
purposes "the Cash Equivalents Amount" shall mean cash
in hand and deposits repayable on demand with any bank
or other financial institution. Cash includes cash in
hand and deposits denominated in foreign currencies.


The Purchase Consideration (subject to adjustment in accordance
with Schedule 7) shall be paid on Completion:


(a) as to USD 10,600,000 by telegraphic transfer to the
Vendor's Account; and


(b) as to USD 750,000 ("the Retention") by telegraphic
transfer into the Stakeholders' Account, where it shall
be dealt with in accordance with clause 5 of this
Agreement.


4. COMPLETION


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4.1 Subject to the provisions of this Clause, Completion shall take
place at the offices of the Vendor on the Completion Date or at
such other place and/or on such other date as may be agreed
between the parties.


4.2 On Completion the Vendor shall cause to be delivered to the
Purchaser:


(a) duly completed and executed transfers of the Shares by
the registered holders thereof in favour of the
Purchaser (or as it may direct) together with the
relative share certificates;


(b) such other documents (including any power of attorney
under which any document required to be delivered under
this Clause has been executed and any waivers or
consents) as the Purchaser may require to enable the
Purchaser or its nominees to be registered as holders
of the Shares;


(c) the Common Seal, Certificate of Incorporation, the
Memorandum and Articles of Association and the up to
date statutory books of the Company;


(d) the Deed of Covenant duly executed by the covenantors
named therein;


(e) the Tax Deed of Covenant duly executed by the
covenantors named therein;


(f) duly executed releases, in the agreed terms, releasing
the Company from any liability whatsoever (actual or
contingent) which may be owing by the Company to the
Vendor subject to repayment by the Company to the
Vendor of the Inter-company Indebtedness in accordance
with the terms of this Agreement;


(g) a certificate from the Vendor's Solicitors in agreed
terms as to the title of the Company to the Properties
("the Certificate of Title").


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(h) the title deeds to the Properties;


(i) unconditional receipts for rent and any additional
rents or service charges due in respect of those of the
Properties held or occupied on lease or under licence;


(j) statements from each of the banks at which the Company
maintains an account as to the amounts standing to the
credit or debit of such accounts at the close of
business on the second business day preceding the
Completion Date ("the Reconciliation Date"), a
statement that all current cheque books and paying in
books for such accounts are in the possession of the
Company, together with a bank reconciliation statement
showing the bank position of the Company at the close
of business on the Reconciliation Date adjusted to
reflect credits since the Reconciliation Date to the
Completion Date inclusive and a list of unpresented
cheques as at the Reconciliation Date and of cheques
drawn since the Reconciliation Date to the Completion
Date inclusive and of standing orders payable from the
Reconciliation Date to the Completion Date inclusive.
Such reconciliation statements shall show amounts due
under such facilities to be no greater than:


Barclays Bank plc duty deferment bond -L.400,000
Barclays Bank plc overdraft -L.1,690,670
Barclays Bank plc letters of credit -USD 4,500,000
(including where applicable,
sterling letters of credit
converted at the Agreed Exchange
Rate);


(k) irrevocable powers of attorney executed by the holders
of the Shares in favour of the Purchaser appointing the
Purchaser to be their lawful attorney for the purpose
of receiving notices of and attending and voting


13


at all meetings of the members of the Company in
respect of the Shares and held from the date of this
Agreement to the day on which the Purchaser (or its
nominee) is entered in the register of members of the
Company as the holder of the Shares and irrevocable
authorities authorising:-


i)
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