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                                                                     EXHIBIT 4.2

                                                                  EXECUTION COPY


BANC OF AMERICA SECURITIES LLC






                     $75,000,000 AGGREGATE PRINCIPAL AMOUNT

                                  GENESCO INC.

               4.125% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2023

                          REGISTRATION RIGHTS AGREEMENT

                               DATED JUNE 24, 2003





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         REGISTRATION RIGHTS AGREEMENT, dated as of June 24, 2003, between
Genesco Inc., a Tennessee corporation (together with any successor entity,
herein referred to as the "COMPANY") and Banc of America Securities LLC as
representative of the several initial purchasers (the "INITIAL PURCHASERS")
under the Purchase Agreement (as defined below).

         Pursuant to the Purchase Agreement, dated as of June 19, 2003, between
the Company and Banc of America Securities LLC as representative of the Initial
Purchasers (the "PURCHASE AGREEMENT"), the Initial Purchasers have agreed to
purchase from the Company $75,000,000 ($86,250,000 if the Initial Purchasers
exercise their option in full) aggregate principal amount of 4.125% Convertible
Subordinated Debentures Due 2023 (the "DEBENTURES"). The Debentures will be
convertible into fully paid, nonassessable shares of the Company's common stock,
par value $1.00 per share (the "COMMON STOCK") together with the rights (the
"RIGHTS") evidenced by such Common Stock to the extent provided in the Amended
and Restated Rights Agreement dated as of August 28, 2000 between the Company
and First Chicago Trust Company of New York (the "RIGHTS AGREEMENT"). The
Debentures will be convertible on the terms, and subject to the conditions, set
forth in the Indenture (as defined herein). To induce the Initial Purchasers to
purchase the Debentures, the Company has agreed to provide the registration
rights set forth in this Agreement pursuant to Section 5(j) of the Purchase
Agreement.

         The parties hereby agree as follows:

         1. Definitions. Capitalized terms used in this Agreement without
definition shall have their respective meanings set forth in the Purchase
Agreement. As used in this Agreement, the following capitalized terms shall have
the following meanings:

         "AFFILIATE" of any specified person means any other person which,
directly or indirectly, is in control of, is controlled by, or is under common
control with, such specified person. For purposes of this definition, control of
a person means the power, direct or indirect, to direct or cause the direction
of the management and policies of such person whether by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

         "AGREEMENT" means this Registration Rights Agreement.

         "AMENDMENT EFFECTIVENESS DEADLINE DATE" has the meaning set forth in
Section 2(e) hereof.

         "BLUE SKY APPLICATION" has the meaning set forth in Section 6(a)(i)
hereof.

         "BUSINESS DAY" has the meaning set forth in the Indenture.




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         "COMMISSION" means the Securities and Exchange Commission.

         "COMMON STOCK" has the meaning set forth in the preamble hereto.

         "COMPANY" has the meaning set forth in the preamble hereto.

         "DEBENTURES" has the meaning set forth in the preamble hereto.

         "EFFECTIVENESS PERIOD" has the meaning set forth in Section 2(a)(iii)
hereof.

         "EFFECTIVENESS TARGET DATE" has the meaning set forth in Section
2(a)(ii) hereof.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

         "HOLDER" means any Person who owns, beneficially or otherwise, Transfer
Restricted Securities.

         "INDEMNIFIED HOLDER" has the meaning set forth in Section 6(a) hereof.

         "INDENTURE" means the Indenture, dated as of June 24, 2003 between the
Company and The Bank of New York, as trustee (the "TRUSTEE"), pursuant to which
the Debentures are to be issued, as such Indenture is amended, modified or
supplemented from time to time in accordance with the terms thereof.

         "INITIAL PURCHASERS" has the meaning set forth in the preamble hereto.

         "LIQUIDATED DAMAGES" has the meaning set forth in Section 3(a) hereof.

         "LIQUIDATED DAMAGES PAYMENT DATE" means each June 30 and December 30.

         "MAJORITY OF HOLDERS" means Holders holding over 50% of the aggregate
principal amount of Debentures outstanding; provided that, for the purpose of
this definition, a holder of shares of Common Stock which constitute Transfer
Restricted Securities and issued upon conversion, repurchase or redemption of
the Debentures shall be deemed to hold an aggregate principal amount at maturity
of Debentures (in addition to the principal amount at maturity of Debentures
held by such holder) equal to the quotient of (x) the number of such shares of
Common Stock held by such holder and (y) the conversion rate in effect at the
time of such conversion, repurchase or redemption as determined in accordance
with the Indenture.

         "NASD" means the National Association of Securities Dealers, Inc.

         "NOTICE AND QUESTIONNAIRE" means a written notice executed by the
respective Holder and delivered to the Company containing substantially the





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                                                                               3


information called for by the Form of Selling Securityholder Notice and
Questionnaire attached as Annex A to the Offering Memorandum of the Company
issued June 19, 2003 relating to the Debentures.

         "NOTICE HOLDER" has the meaning set forth in Section 2(b) hereof.

         "PERSON" means any individual, partnership, corporation, company,
unincorporated organization, trust, joint venture or a government or agency or
political subdivision thereof.

         "PURCHASE AGREEMENT" has the meaning set forth in the preamble hereto.

         "PROSPECTUS" means the prospectus included in a Shelf Registration
Statement, as amended or supplemented by any prospectus supplement and by all
other amendments thereto, including post-effective amendments, and all material
incorporated by reference into such prospectus.

         "RECORD HOLDER" means, with respect to any Liquidated Damages Payment
Date, each Person who is a Holder on the 15th day preceding the relevant
Liquidated Damages Payment Date. In the case of a Holder of shares of Common
Stock issued upon conversion, repurchase or redemption of the Debentures,
"Record Holder" shall mean each Person who is a Holder of shares of Common Stock
which constitute Transfer Restricted Securities on the 15th day preceding the
relevant Liquidated Damages Payment Date.

         "REGISTRATION DEFAULT" has the meaning set forth in Section 3(a)
hereof.

         "SECURITIES ACT" means the Securities Act of 1933, as amended.

         "SHELF FILING DEADLINE" has the meaning set forth in Section 2(a)(i)
hereof.

         "SHELF REGISTRATION STATEMENT" has the meaning set forth in Section
2(a)(i) hereof.

          "SUBSEQUENT SHELF REGISTRATION STATEMENT" has the meaning set forth in
Section 2(c) hereof.

         "SUSPENSION NOTICE" has the meaning set forth in Section 4(c) hereof.

         "SUSPENSION PERIOD" has the meaning set forth in Section 4(c) hereof.

         "TIA" means the Trust Indenture Act of 1939, as amended, and the rules
and regulations of the Commission thereunder, in each case, as in effect on the
date the Indenture is qualified under the TIA.



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         "TRANSFER RESTRICTED SECURITIES" means each Debenture and each share of
Common Stock issued upon conversion or repurchase of Debentures until the
earlier of:

                           (i) the date on which such Debenture or such share of
                  Common Stock issued upon conversion or repurchase of such
                  Debenture has been effectively registered under the Securities
                  Act and disposed of in accordance with the Shelf Registration
                  Statement;

                           (ii) the date on which such Debenture or such share
                  of Common Stock issued upon conversion or repurchase of such
                  Debenture is transferred in compliance with Rule 144 under the
                  Securities Act or may be sold or transferred by a person who
                  is not an affiliate of the Company pursuant to Rule 144(k)
                  under the Securities Act (or any other similar provision then
                  in force); or

                           (iii) the date on which such Debenture or such share
                  of Common Stock issued upon conversion or repurchase of such
                  Debenture ceases to be outstanding (whether as a result of
                  redemption, repurchase and cancellation, conversion or
                  otherwise).

         "UNDERWRITTEN REGISTRATION" means a registration in which Debentures of
the Company are sold to an underwriter for reoffering to the public.

         Unless the context otherwise requires, the singular includes the
plural, and words in the plural include the singular.

         2. Shelf Registration.

                  (a) The Company shall:

                           (i) not later than 90 days after the date hereof (the
                  "SHELF FILING DEADLINE"), cause to be filed a registration
                  statement pursuant to Rule 415 under the Securities Act (the
                  "SHELF REGISTRATION STATEMENT"), which Shelf Registration
                  Statement shall provide for resales of all Transfer Restricted
                  Securities held by Holders that have provided the information
                  required pursuant to the terms of Section 2(b) hereof;

                           (ii) use its best efforts to cause the Shelf
                  Registration Statement to be declared effective by the
                  Commission as promptly as is practicable, but not later than
                  180 days after the date hereof (the "EFFECTIVENESS TARGET
                  DATE"); and

                           (iii) use its best efforts to keep the Shelf
                  Registration Statement continuously effective, supplemented
                  and amended as required by the provisions of Section 4(b)
                  hereof to the extent





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                                                                               5


                  necessary to ensure that (A) it is available for resales by
                  the Holders of Transfer Restricted Securities entitled,
                  pursuant to Section 2(b) and Section 2(e) hereof, to the
                  benefit of this Agreement and (B) conforms with the
                  requirements of this Agreement and the Securities Act and the
                  rules and regulations of the Commission promulgated thereunder
                  as announced from time to time, for a period (the
                  "EFFECTIVENESS PERIOD") beginning on the date the Registration
                  Statement is declared effective by the Commission and ending
                  on the earliest to occur of:

                                    (1) the date when all of the Transfer
                           Restricted Securities are disposed of pursuant to
                           Rule 144 under the Securities Act (or any other
                           similar provision then in effect);

                                    (2) the date when all Holders of Transfer
                           Restricted Securities who are not affiliates of the
                           Company are able to sell all such Transfer Restricted
                           Securities immediately pursuant to Rule 144(k) under
                           the Securities Act (or any other similar provision
                           then in effect); or

                                    (3) the date when all of the Transfer
                           Restricted Securities of those Holders that complete
                           and deliver the Notice and Questionnaire in a timely
                           manner are registered under the Shelf Registration
                           Statement and disposed of in accordance with the
                           Shelf Registration Statement.

                  (b) The Company shall furnish a written notice to each Holder
         of the Transfer Restricted Securities at least 20 business days before
         filing the Shelf Registration Statement and inform each Holder that to
         have its Transfer Restricted Securities included in the Shelf
         Registration Statement it must deliver a completed Notice and
         Questionnaire to the Company. At the time the Shelf Registration
         Statement is declared effective, each Holder that has delivered a
         completed Notice and Questionnaire to the Company (a "NOTICE HOLDER")
         on or prior to the date ten (10) Business Days prior to such time of
         effectiveness shall be named as a selling securityholder in the Shelf
         Registration Statement and the related Prospectus in such a manner as
         to permit such Holder to deliver such Prospectus to purchasers of
         Transfer Restricted Securities in accordance with applicable law. None
         of the Company's securityholders (other than the Holders of Transfer
         Restricted Securities) shall have the right to include any of the
         Company's securities in the Shelf Registration Statement.




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                  (c) If the Shelf Registration Statement or any Subsequent
         Shelf Registration Statement ceases to be effective or fails to be
         usable for any reason at any time during the Effectiveness Period
         (other than because all Transfer Restricted Securities registered
         thereunder shall have been resold pursuant thereto or shall have
         otherwise ceased to be Transfer Restricted Securities), the Company
         shall use its best efforts to obtain the prompt withdrawal of any order
         suspending the effectiveness thereof, and in any event shall within
         sixty (60) days of such cessation of effectiveness amend the Shelf
         Registration Statement in a manner reasonably expected to obtain the
         withdrawal of the order suspending the effectiveness thereof, or file
         an additional Shelf Registration Statement covering all of the
         securities that as of the date of such filing are Transfer Restricted
         Securities ( a "SUBSEQUENT SHELF REGISTRATION STATEMENT"). If a
         Subsequent Shelf Registration Statement is filed, the Company shall use
         its best efforts to cause the Subsequent Shelf Registration Statement
         to become effective as promptly as is practicable after such filing and
         to keep such Registration Statement (or subsequent Shelf Registration
         Statement) continuously effective until the end of the Effectiveness
         Period.

                  (d) The Company shall supplement and amend the Shelf
         Registration Statement if required by the rules, regulations or
         instructions applicable to the registration form used by the Company
         for such Shelf Registration Statement, if required by the Securities
         Act or as reasonably requested by the Initial Purchasers or by the
         Trustee on behalf of the Holders of the Transfer Restricted Securities
         covered by such Shelf Registration Statement.

                  (e) Each Holder agrees that if such Holder wishes to sell
         Transfer Restricted Securities pursuant to a Shelf Registration
         Statement and related Prospectus, it will do so only in accordance with
         this Section 2(e), and the procedures set forth in Section 4 hereof.
         Each Holder wishing to sell Transfer Restricted Securities pursuant to
         a Shelf Registration Statement and related Prospectus agrees to deliver
         a Notice and Questionnaire to the Company at least three (3) Business
         Days prior to any intended distribution of Transfer Restricted
         Securities under the Shelf Registration Statement. From and after the
         date the Shelf Registration Statement is declared effective the Company
         shall, as promptly as practicable after the date a Notice and
         Questionnaire is delivered, and in any event upon the later of (x)
         fifteen (15) Business Days after such date (but no earlier than fifteen
         (15) Business Days after effectiveness) or (y) fifteen (15) Business
         Days after the expiration of any Suspension Period in effect when the
         Notice and Questionnaire is delivered or put into effect within fifteen
         (15) Business Days of such delivery date:

                           (i) if required by applicable law, file with the SEC
                  a post-effective amendment to the Shelf Registration Statement
                  or prepare and, if required by applicable law, file a
                  supplement to the related




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                                                                               7


                  Prospectus or a supplement or amendment to any document
                  incorporated therein by reference or file any other required
                  document so that the Holder delivering such Notice and
                  Questionnaire is named as a selling securityholder in the
                  Shelf Registration Statement and the related Prospectus in
                  such a manner as to permit such Holder to deliver such
                  Prospectus to purchasers of the Transfer Restricted Securities
                  in accordance with applicable law and, if the Company shall
                  file a post-effective amendment to the Shelf Registration
                  Statement, use its best efforts to cause such post-effective
                  amendment to be declared effective under the Securities Act as
                  promptly as is practicable, but in any event by the date (the
                  "AMENDMENT EFFECTIVENESS DEADLINE DATE") that is sixty (60)
                  days after the date such post-effective amendment is required
                  by this clause to be filed;

                           (ii) provide such Holder copies of any documents
                  filed pursuant to Section 2(e)(i); and

                           (iii) notify such Holder as promptly as practicable
                  after the effectiveness under the Securities Act of any
                  post-effective amendment filed pursuant to Section 2(e)(i);

provided that if such Notice and Questionnaire is delivered during a Suspension
Period, the Company shall so inform the Holder delivering such Notice and
Questionnaire and shall take the actions set forth in clauses (i), (ii) and
(iii) above upon expiration of the Suspension Period in accordance with Section
4(b). Notwithstanding anything contained herein to the contrary, (i) the Company
shall be under no obligation to name any Holder that is not a Notice Holder as a
selling securityholder in any Registration Statement or related Prospectus and
(ii) the Amendment Effectiveness Deadline Date shall be extended by up to ten
(10) Business Days from the expiration of a Suspension Period (and the Company
shall incur no obligation to pay Liquidated Damages during such extension) if
such Suspension Period shall be in effect on the Amendment Effectiveness
Deadline Date.

         3. Liquidated Damages.

                  (a) If:

                           (i) the Shelf Registration Statement is not filed
                  with the Commission prior to or on the Shelf Filing Deadline;

                           (ii) the Shelf Registration Statement has not been
                  declared effective by the Commission prior to or on the
                  Effectiveness Target Date;



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                                                                               8


                           (iii) the Company has failed to perform its
                  obligations set forth in Section 2(e) within the time period
                  required therein;

                           (iv) any post-effective amendment to a Shelf
                  Registration filed pursuant to Section 2(e)(i) has not become
                  effective under the Securities Act on or prior to the
                  Amendment Effectiveness Deadline Date;

                           (v) except as provided in Section 4(b)(i) hereof, the
                  Shelf Registration Statement is filed and declared effective
                  but, during the Effectiveness Period, shall thereafter cease
                  to be effective or fail to be usable for its intended purpose
                  without being succeeded within ten Business Days by a
                  post-effective amendment to the Shelf Registration Statement,
                  a supplement to the Prospectus or a report filed with the
                  Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of
                  the Exchange Act that cures such failure and, in the case of a
                  post-effective amendment, is itself immediately declared
                  effective; or

                           (vi) any Suspension Period exceeds 60 consecutive
                  days or Suspension Periods exceed an aggregate of 90 days in
                  any 360-day period,

(each such event referred to in foregoing clauses (i) through (vi), a
"REGISTRATION DEFAULT"), the Company hereby agrees to pay interest ("LIQUIDATED
DAMAGES") with respect to the Transfer Restricted Securities from and including
the day following the Registration Default to but excluding the earlier of (1)
the day on which the Registration Default has been cured and (2) the date the
Shelf Registration Statement is no longer required to be kept effective,
accruing at a rate:

                                    (A) in respect of the Debentures, to each
                           holder of Debentures who has delivered a completed
                           Notice and Questionnaire to the Company, equal to
                           0.50% per annum of the aggregate principal amount of
                           a Debenture; provided that in no event shall
                           Liquidated Damages accrue at a rate per year
                           exceeding 0.50% of the aggregate principal amount of
                           a Debenture; and

                                    (B) in respect of any shares of Common
                           Stock, to each holder of shares of Common Stock
                           issued upon conversion of Debentures who has
                           delivered a completed Notice and Questionnaire to the
                           Company, equal to 0.50% per annum of the aggregate
                           principal amount of each Debenture converted;
                           provided that in no event shall Liquidated Damages
                           accrue at a rate per year exceeding



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                           0.50% of the aggregate principal amount of the
                           converted Debentures.

                  (b) All accrued Liquidated Damages shall be paid semiannually
         in arrears to Record Holders by the Company on each Liquidated Damages
         Payment Date. Upon the cure of all Registration Defaults relating to
         any particular Debenture or share of Common Stock, the accrual of
         Liquidated Damages with respect to such Debenture or share of Common
         Stock will cease.

         All obligations of the Company set forth in this Section 3 that are
outstanding with respect to any Transfer Restricted Security at the time such
security ceases to be a Transfer Restricted Security shall survive until such
time as all such obligations with respect to such Transfer Restricted Security
shall have been satisfied in full.

         The Liquidated Damages set forth above shall be the exclusive monetary
remedy available to the Holders of Transfer Restricted Securities for each
Registration Default.

         4. Registration Procedures.

                  (a) In connection with the Shelf Registration Statement, the
         Company shall comply with all the provisions of Section 4(b) hereof and
         shall use its best efforts to effect such registration to permit the
         sale of the Transfer Restricted Securities, and pursuant thereto, shall
         as expeditiously as possible prepare and file with the Commission a
         Shelf Registration Statement relating to the registration on any
         appropriate form under the Securities Act.

                  (b) In connection with the Shelf Registration Statement and
         any Prospectus required by this Agreement to permit the sale or resale
         of Transfer Restricted Securities, the Company shall:

                           (i) Subject to any notice by the Company in
                  accordance with this Section 4(b) of the existence of any fact
                  or event of the kind described in Section 4(b)(iii)(D), use
                  its best efforts to keep the Shelf Registration Statement
                  continuously effective during the Effectiveness Period; upon
                  the occurrence of any event that would cause the Shelf
                  Registration Statement or the Prospectus contained therein (A)
                  to contain a material misstatement or omission or (B) not to
                  be effective and usable for resale of Transfer Restricted
                  Securities during the Effectiveness Period, the Company shall
                  file promptly an appropriate amendment to the Shelf
                  Registration Statement, a supplement to the Prospectus or a
                  report filed with the Commission pursuant to Section 13(a),
                  13(c), 14 or 15(d) of the Exchange Act, in the case of clause
                  (A), correcting any such



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                  misstatement or omission, and, in the case of either clause
                  (A) or (B), use its best efforts to cause such amendment to be
                  declared effective and the Shelf Registration Statement and
                  the related Prospectus to become usable for their intended
                  purposes as soon as practicable thereafter. Notwithstanding
                  the foregoing, the Company may suspend the effectiveness of
                  the Shelf Registration Statement by written notice to the
                  Holders for a period not to exceed 60 consecutive days (each
                  such period, a "SUSPENSION PERIOD") or Suspension Periods
                  exceed an aggregate of 90 days in any 360-day period if:

                           (x) an event occurs and is continuing as a result of
                  which the Shelf Registration Statement, the Prospectus, any
                  amendment or supplement thereto, or any document incorporated
                  by reference therein would, in the Company's judgment, contain
                  an untrue statement of a material fact or omit to state a
                  material fact required to be stated therein or necessary to
                  make the statements therein not misleading; and

                           (y) the Company determines in good faith that the
                  disclosure of such event at such time would be detrimental to
                  the Company and its subsidiaries.

         The Company shall not be required to specify in the written notice to
         the Holders the nature of the event giving rise to the Suspension
         Period.

                           (ii) Prepare and file with the Commission such
                  amendments and post-effective amendments to the Shelf
                  Registration Statement as may be necessary to keep the Shelf
                  Registration Statement effective during the Effectiveness
                  Period; cause the Prospectus to be supplemented by any
                  required Prospectus supplement, and as so supplemented to be
                  filed pursuant to Rule 424 under the Securities Act, and to
                  comply fully with the applicable provisions of Rules 424 and
                  430A under the Securities Act in a timely manner; and comply
                  with the provisions of the Securities Act with respect to the
                  disposition of all Debentures covered by the Shelf
                  Registration Statement during the applicable period in
                  accordance with the intended method or methods of distribution
                  by the sellers thereof set forth in the Shelf Registration
                  Statement or supplement to the Prospectus.

                           (iii) Advise the selling Holders promptly and, if
                  requested by such selling Holders, to confirm such advice in
                  writing (subject to Section 4(c)):

                                    (A) when the Prospectus or any Prospectus
                           supplement or post-effective amendment has been
                           filed,



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                           and, with respect to the Shelf Registration Statement
                           or any post-effective amendment thereto, when the
                           same has become effective,

                                    (B) of any request by the Commission for
                           amendments to the Shelf Registration Statement or
                           amendments or supplements to the Prospectus or for
                           additional information relating thereto,

                                    (C) of the issuance by the Commission of any
                           stop order suspending the effectiveness of the Shelf
                           Registration Statement under the Securities Act or of
                           the suspension by any state securities commission of
                           the qualification of the Transfer Restricted
                           Securities for offering or sale in any jurisdiction,
                           or the initiation of any proceeding for any of the
                           preceding purposes, or

                                    (D) of the existence of any fact or the
                           happening of any event, during the Effectiveness
                           Period, that makes any statement of a material fact
                           made in the Shelf Registration Statement, the
                           Prospectus, any amendment or supplement thereto, or
                           any document incorporated by reference therein
                           untrue, or that requires the making of any additions
                           to or changes in the Shelf Registration Statement or
                           the Prospectus in order to make the statements
                           therein not misleading.

         If at any time the Commission shall issue any stop order suspending the
         effectiveness of the Shelf Registration Statement, or any state
         securities commission or other regulatory authority shall issue an
         order suspending the qualification or exemption from qualification of
         the Transfer Restricted Securities under state securities or Blue Sky
         laws, the Company shall use its best efforts to obtain the withdrawal
         or lifting of such order at the earliest possible time and will provide
         to each Holder who is named in the Shelf Registration Statement prompt
         notice of the withdrawal of any such order.

                           (iv) Make available at reasonable times for
                  inspection by one or more representatives of the selling
                  Holders, designated in writing by a Majority of Holders whose
                  Transfer Restricted Securities are included in the Shelf
                  Registration Statement, and any attorney or accountant
                  retained by such selling Holders, all financial and other
                  records, pertinent corporate documents and properties of the
                  Company as shall be reasonably necessary to enable them to
                  conduct a reasonable investigation within the meaning of
                  Section 11 of the Securities Act, and cause the Company's
                  officers, directors, managers and employees to supply




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                                                                              12


                  all information reasonably requested by any such
                  representative or representatives of the selling Holders,
                  attorney or accountant in connection therewith; provided,
                  however, that the Company shall have no obligation to deliver
                  information to any selling Holder or representative pursuant
                  to this Section 4(b)(iv) unless such selling Holder or
                  representative shall have executed and delivered a
                  confidentiality agreement in a form acceptable to the Company
                  relating to such information.

                           (v) If requested by any selling Holders, promptly
                  incorporate in the Shelf Registration Statement or Prospectus,
                  pursuant to a supplement or post-effective amendment if
                  necessary, such information as such selling Holders may
                  reasonably request to have included therein, including,
                  without limitation, information relating to the "Plan of
                  Distribution" of the Transfer Restricted Securities.

                           (vi) Furnish to each selling Holder upon their
                  request, without charge, at least one copy of the Shelf
                  Registration Statement, as first filed with the Commission,
                  and of each amendment thereto (and any documents incorporated
                  by reference therein or exhibits thereto (or exhibits
                  incorporated in such exhibits by reference) as such Person may
                  request).

                           (vii) Deliver to each selling Holder, without charge,
                  as many copies of the Prospectus (including each preliminary
                  Prospectus) and any amendment or supplement thereto as such
                  Persons reasonably may request; subject to delivery and
                  continuing effectiveness of any Suspension Notice delivered
                  pursuant to Section 4(c), the Company hereby consents to the
                  use of the Prospectus and any amendment or supplement thereto
                  by each of the selling Holders in connection with the offering
                  and the sale of the Transfer Restricted Securities covered by
                  the Prospectus or any amendment or supplement thereto.

                           (viii) Before any public offering of Transfer
                  Restricted Securities, cooperate with the selling Holders and
                  their counsel in connection with the registration and
                  qualification of the Transfer Restricted Securities under the
                  securities or Blue Sky laws of such jurisdictions in the
                  United States as the selling Holders may reasonably request
                  and do any and all other acts or things necessary or advisable
                  to enable the disposition in such jurisdictions of the
                  Transfer Restricted Securities covered by the Shelf
                  Registration Statement; provided, however, that the Company
                  shall not be required (A) to register or qualify as a foreign
                  corporation or a dealer of securities where it is not now so
                  qualified or to take any action that would subject it to the
                  service





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                                                                              13


                  of process in any jurisdiction where it is not now so subject
                  or (B) to subject itself to general or unlimited service of
                  process or to taxation in any such jurisdiction if they are
                  not now so subject.

                           (ix) Cooperate with the selling Holders to facilitate
                  the timely preparation and delivery of certificates
                  representing Transfer Restricted Securities to be sold and not
                  bearing any restrictive legends (unless required by applicable
                  securities laws); and enable such Transfer Restricted
                  Securities to be in such denominations and registered in such
                  names as the Holders may request at least two Business Days
                  before any sale of Transfer Restricted Securities.

                           (x) Use its best efforts to cause the Transfer
                  Restricted Securities covered by the Shelf Registration
                  Statement to be registered with or approved by such other U.S.
                  governmental agencies or authorities as may be necessary to
                  enable the seller or sellers thereof to consummate the
                  disposition of such Transfer Restricted Securities.

                           (xi) Subject to Section 4(b)(i) hereof, if any fact
                  or event contemplated by Section 4(b)(iii)(D) hereof shall
                  exist or have occurred, use its best efforts to prepare a
                  supplement or post-effective amendment to the Shelf
                  Registration Statement or related Prospectus or any document
                  incorporated therein by reference or file any other required
                  document so that, as thereafter delivered to the purchasers of
                  Transfer Restricted Securities, the Prospectus will not
                  contain an untrue statement of a material fact or omit to
                  state any material fact required to be stated therein or
                  necessary to make the statements therein, in light of the
                  circumstances in which they are made, not misleading.

                           (xii) Provide CUSIP numbers for all Transfer
                  Restricted Securities not later than the effective date of the
                  Shelf Registration Statement and provide the Trustee under the
                  Indenture with certificates for the Debentures that are in a
                  form eligible for deposit with The Depository Trust Company.

                           (xiii) Cooperate and assist in any filings required
                  to be made with the NASD and in the performance of any due
                  diligence investigation by any underwriter that is required to
                  be retained in accordance with the rules and regulations of
                  the NASD.

                           (xiv) Otherwise use its reasonable best efforts to
                  comply with all applicable rules and regulations of the
                  Commission and all reporting requirements under the rules and
                  regulations of the Exchange Act.



<PAGE>
                                                                              14


                           (xv) Cause the Indenture to be qualified under the
                  TIA not later than the effective date of the Shelf
                  Registration Statement required by this Agreement, and, in
                  connection therewith, cooperate with the Trustee and the
                  holders of Debentures to effect such changes to the Indenture
                  as may be required for such Indenture to be so qualified in
                  accordance with the terms of the TIA; and execute and use its
                  best efforts to cause the Trustee thereunder to execute all
                  documents that may be required to effect such changes and all
                  other forms and documents required to be filed with the
                  Commission to enable such Indenture to be so qualified in a
                  timely manner.

                           (xvi) Cause all Common Stock covered by the Shelf
                  Registration Statement to be listed or quoted, as the case may
                  be, on each securities exchange or automated quotation system
                  on which Common Stock is then listed or quoted.

                           (xvii) Provide to each Holder upon written request
                  each document filed with the Commission pursuant to the
                  requirements of Section 13 and Section 15 of the Exchange Act
                  after the effective date of the Shelf Registration Statement,
                  unless such document is available through the Commission's
                  EDGAR system.

                  (c) Each Holder agrees by acquisition of a Transfer Restricted
         Security that, upon receipt of any notice (a "SUSPENSION NOTICE") from
         the Company of the existence of any fact of the kind described in
         Section 4(b)(iii)(D) hereof, such Holder will forthwith discontinue
         disposition of Transfer Restricted Securities pursuant to the Shelf
         Registration Statement until:

                           (i) such Holder has received copies of the
                  supplemented or amended Prospectus contemplated by Section
                  4(b)(xi) hereof; or

                           (ii) such Holder is advised in writing by the Company
                  that the use of the Prospectus may be resumed, and has
                  received copies of any additional or supplemental filings that
                  are incorporated by reference in the Prospectus.

If so directed by the Company, each Holder will deliver to the Company (at the
Company's expense) all copies, other than permanent file copies then in such
Holder's possession, of the Prospectus covering such Transfer Restricted
Securities that was current at the time of receipt of such notice of suspension.

                  (d) Each Holder agrees by acquisition of the Transfer
         Restricted Securities, that no Holder shall be entitled to sell any of
         such Transfer Restricted Securities pursuant to a Registration
         Statement, or to receive a Prospectus relating thereto, unless such
         Holder has furnished the Company




<PAGE>
                                                                              15


         with a Notice and Questionnaire as required pursuant to Section 2(e)
         hereof (including the information required to be included in such
         Notice and Questionnaire) and the information set forth in the next
         sentence. Each Notice Holder agrees promptly to furnish to the Company
         all information required to be disclosed in order to make the
         information previously furnished to the Company by such Notice Holder
         not misleading and any other information regarding such Notice Holder
         and the distribution of such Transfer Restricted Securities as the
         Company may from time to time reasonably request in writing. Any sale
         of any Transfer Restricted Securities by any Holder shall constitute a
         representation and warranty by such Holder that the information
         relating to such Holder and its plan of distribution is as set forth in
         the Prospectus delivered by such Holder in connection with such
         disposition, that such Prospectus does not as of the time of such sale
         contain any untrue statement of a material fact relating to or provided
         by such Holder to its plan of distribution and that such Prospectus
         does not as of the time of such sale omit to state any material fact
         relating to or provided by such Holder or its plan of distribution
         necessary to make the statements in such Prospectus, in the light of
         the circumstances under which they were made not misleading.

         5. Registration Expenses.

                  (a) All expenses incident to the Company's performance of or
         compliance with this Agreement shall be borne by the Company regardless
         of whether a Shelf Registration Statement becomes effective, including,
         without limitation:

                           (i) all registration and filing fees and expenses
                  (including filings made with the NASD);

                           (ii) all fees and expenses of compliance with federal
                  securities and state Blue Sky or securities laws;

                           (iii) all expenses of printing (including printing of
                  Prospectuses and certificates for the Common Stock to be
                  issued upon conversion of the Debentures) and the Company's
                  expenses for messenger and delivery services and telephone;

                           (iv) all fees and disbursements of counsel to the
                  Company;

                           (v) all application and filing fees in connection
                  with listing (or authorizing for quotation) the Common Stock
                  on a national securities exchange or automated quotation
                  system pursuant to the requirements hereof; and



<PAGE>
                                                                              16

                           (vi) all fees and disbursements of independent
                  certified public accountants of the Company.

         The Company shall bear its internal expenses (including, without
limitation, all salaries and expenses of their officers and employees performing
legal, accounting or other duties), the expenses of any annual audit and the
fees and expenses of any Person, including special experts, retained by the
Company.

                  (b) In connection with any Registration Statement required by
         this Agreement (including, without limitation, the Shelf Registration
         Statement), the Company will reimburse the Initial Purchasers and the
         Holders of Transfer Restricted Securities being registered pursuant to
         the Shelf Registration Statement for the reasonable fees and
         disbursements of not more than one counsel who may be chosen by a
         Majority of Holders for whose benefit such Registration Statement is
         being prepared; provided that such expenses do not exceed $75,000, and
         all expenses over that amount shall be borne by the Notice Holder.
         Except as set forth herein, all fees and expenses of counsel to the
         Notice Holders shall be borne by the Notice Holders.

         6. Indemnification And Contribution.

                  (a) The Company agrees to indemnify and hold harmless each
         Holder of Transfer Restricted Securities by the Shelf Registration
         Statement (including each Initial Purchasers), its directors, officers,
         and employees and each person, if any, who controls any such Holder
         within the meaning of the Securities Act or the Exchange Act (each, an
         "INDEMNIFIED HOLDER"), against any loss, claim, damage, liability or
         expense, joint or several, or any action in respect thereof (including,
         but not limited to, any loss, claim, damage, liability or action
         relating to resales of the Transfer Restricted Securities), to which
         such Indemnified Holder may become subject, insofar as any such loss,
         claim, damage, liability or action arises out of, or is based upon:

                           (i) any untrue statement or alleged untrue statement
                  of a material fact contained in (A) the Shelf Registration
                  Statement as originally filed or in any amendment thereof, in
                  any Prospectus, or in any amendment or supplement thereto or
                  (B) any blue sky application or other document or any
                  amendment or supplement thereto prepared or executed by the
                  Company (or based upon written information furnished by or on
                  behalf of the Company expressly for use in such blue sky
                  application or other document or amendment on supplement)
                  filed in any jurisdiction specifically for the purpose of
                  qualifying any or all of the Transfer Restricted Securities
                  under the securities law of any state or other jurisdiction
                  (such application or document being hereinafter called a "BLUE
                  SKY APPLICATION"); or



<PAGE>
                                                                              17


                           (ii) the omission or alleged omission to state
                  therein any material fact required to be stated therein or
                  necessary to make the statements therein, in the light of the
                  circumstances under which they were made, not misleading,

and agrees to reimburse each Indemnified Holder promptly upon demand for any
legal or other expenses reasonably incurred by such Indemnified Holder in
connection with investigating, defending, settling, compromising or paying any
such loss, claim, damage, liability, expense or action; provided, however, that
the Company shall not be liable in any such case to the extent that any such
loss, claim, damage, liability or expense arises out of, or is based upon, any
untrue statement or alleged untrue statement or omission or alleged omission
made in reliance upon and in conformity with written information furnished to
the Company by or on behalf of such Holder (or its related Indemnified Holder)
specifically for use therein; provided, further, that the foregoing indemnity
agreement with respect to any prospectus shall not inure to the benefit of a
Holder who failed to deliver a prospectus, as then amended or supplemented (so
long as the prospectus and any amendment or supplement thereto was provided by
the Company to the Holder on a timely basis to permit proper delivery upon
confirmation of a sale), to the person asserting any losses, claims, damages,
liabilities or judgments caused by any untrue statement or alleged untrue
statement of a material fact contained in any prospectus, or caused by any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, if
such material misstatement or omission or alleged material misstatement or
omission was cured in the prospectus, as so amended or supplemented. The
foregoing indemnity agreement is in addition to any liability which the Company
may otherwise have.

                  (b) Each Holder, severally and not jointly, agrees to
         indemnify and hold harmless the Company, its directors, officers and
         employees and each person, if any, who controls the Company within the
         meaning of the Securities Act or the Exchange Act to the same extent as
         the foregoing indemnity from the Company to each such Holder, but only
         with reference to written information relating to such Holder furnished
         to the Company by or on behalf of such Holder specifically for
         inclusion in the documents referred to in the foregoing indemnity. This
         indemnity agreement set forth in this Section shall be in addition to
         any liabilities which any such Holder may otherwise have. In no event
         shall any Holder, its directors, officers or any person who controls
         such Holder be liable or responsible for any amount in excess of the
         amount by which the total amount received by such Holder with respect
         to its sale of Transfer Restricted Securities pursuant to a Shelf
         Registration Statement exceeds (i) the amount paid by such Holder for
         such Transfer Restricted Securities and (ii) the amount of any damages
         that such Holder, its directors, officers or any person who controls
         such Holder has otherwise been required to pay by reason of such untrue
         or alleged untrue statement or omission or alleged omission.



<PAGE>
                                                                              18


                  (c) Promptly after receipt by an indemnified party under this
         Section 6 of notice of any claim or the commencement of any action, the
         indemnified party shall, if a claim in respect thereof is to be made
         against the indemnifying party under this Section 6, notify the
         indemnifying party in writing of the claim or the commencement of that
         action; provided, however, that the failure to notify the indemnifying
         party shall not relieve it from any liability which it may have under
         this Section 6 except to the extent it has been materially prejudiced
         by such failure and, provided, further, that the failure to notify the
         indemnifying party shall not relieve it from any liability which it may
         have to an indemnified party otherwise than under this Section 6. If
         any such claim or action shall be brought against an indemnified party,
         and it shall notify the indemnifying party thereof, the indemnifying
         party shall be entitled to participate therein and, to the extent that
         it wishes, jointly with any other similarly notified indemnifying
         party, to assume the defense thereof with counsel satisfactory to the
         indemnified party. After notice from the indemnifying party to the
         indemnified party of its election to assume the defense of such claim
         or action, the indemnifying party shall not be liable to the
         indemnified party under this Section 6 for any legal or other expenses
         subsequently incurred by the indemnified party in connection with the
         defense thereof other than reasonable costs of investigation; provided,
         however, that the indemnified party shall have the right to employ a
         single counsel to represent jointly the indemnified party and its
         officers, employees and controlling persons who may be subject to
         liability arising out of any claim in respect of which indemnity may be
         sought against the indemnifying party under this Section 6 if the
         indemnified party seeking indemnification shall have been advised by
         legal counsel that there may be one or more legal defenses available to
         such indemnified party and its respective officers, employees and
         controlling persons that are different from or additional to those
         available to the indemnifying party, and in that event, the fees and
         expenses reasonably incurred of such separate counsel shall be paid by
         the indemnifying party. No indemnifying party shall:

                           (i) without the prior written consent of the
                  indemnified parties (which consent shall not be unreasonably
                  withheld) settle or compromise or consent to the entry of any
                  judgment with respect to any pending or threatened claim,
                  action, suit or proceeding in respect of which indemnification
                  or contribution may be sought hereunder (whether or not the
                  indemnified parties are actual or potential parties to such
                  claim or action), unless such settlement, compromise or
                  consent includes an unconditional release of each indemnified
                  party from all liability arising out of such claim, action,
                  suit or proceeding, or

                           (ii) be liable for any settlement of any such action
                  effected without its written consent (which consent shall not
                  be unreasonably withheld), but if settled with its written
                  consent or if




<PAGE>
                                                                              19


                  there be a final judgment for the plaintiff in any such
                  action, the indemnifying party agrees to indemnify and hold
                  harmless any indemnified party from and against any loss of
                  liability by reason of such settlement or judgment.

                  (d) The indemnifying party under this Section shall not be
         liable for any settlement of any proceeding effected without its
         written consent, which shall not be withheld unreasonably, but if
         settled with such consent or if there is a final judgment for the
         plaintiff, the indemnifying party agrees to indemnify the indemnified
         party against any loss, claim, damage, liability or expense by reason
         of such settlement or judgment. Notwithstanding the foregoing sentence,
         if at any time an indemnified party shall have requested an
         indemnifying party to reimburse the indemnified party for fees and
         expenses of counsel as contemplated by Section 6(c) hereof, the
         indemnifying party agrees that it shall be liable for any settlement of
         any proceeding effected without its written consent if (i) such
         settlement is entered into more than 45 days after receipt by such
         indemnifying party of the aforesaid request, (ii) such indemnifying
         party shall have received notice of the terms of such settlement at
         least 45 days prior to such settlement being entered into and (iii)
         such indemnifying party shall not have reimbursed the indemnified party
         in accordance with such request prior to the date of such settlement.
         No indemnifying party shall, without the prior written consent of the
         indemnified party, effect any settlement, compromise or consent to the
         entry of judgment in any pending or threatened action, suit or
         proceeding in respect of which any indemnified party is or could have
         been a party and indemnity was or could have been sought hereunder by
         such indemnified party, unless such settlement, compromise or consent
         (x) includes an unconditional release of such indemnified party from
         all liability on claims that are the subject matter of such action,
         suit or proceeding and (y) does not include a statement as to or an
         admission of fault, culpability or a failure to act by or on behalf of
         any indemnified party.

                  (e) If the indemnification provided for in this Section 6
         shall for any reason be unavailable or insufficient to hold harmless an
         indemnified party under Section 6(a) or 6(b) in respect of any loss,
         claim, damage or liability (or action in respect thereof) referred to
         therein, each indemnifying party shall, in lieu of indemnifying such
         indemnified party, contribute to the amount paid or payable by such
         indemnified party as a result of such loss, claim, damage or liability
         (or action in respect thereof):

                           (i) in such proportion as is appropriate to reflect
                  the relative benefits received by the Company from the
                  offering and sale of the Transfer Restricted Securities on the
                  one hand and a Holder with respect to the sale by such Holder
                  of the Transfer Restricted Securities on the other, or



<PAGE>
                                                                              20


                           (ii) if the allocation provided by Section (6)(d)(i)
                  is not permitted by applicable law, in such proportion as is
                  appropriate to reflect not only the relative benefits referred
                  to in Section 6(d)(i) but also the relative fault of the
                  Company on the one hand and the Holders on the other in
                  connection with the statements or omissions or alleged
                  statements or alleged omissions that resulted in such loss,
                  claim, damage or liability (or action in respect thereof), as
                  well as any other relevant equitable considerations.

The relative benefits received by the Company on the one hand and a Holder on
the other with respect to such offering and such sale shall be deemed to be in
the same proportion as the total net proceeds from the offering of the
Debentures purchased under the Purchase Agreement (before deducting expenses)
received by the Company, on the one hand, bear to the total proceeds received by
such Holder with respect to its sale of Transfer Restricted Securities on the
other. The relative fault of the parties shall be determined by reference to
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company on the one hand or the Holders on the other, the intent
of the parties and their relative knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Company and
each Holder agree that it would not be just and equitable if the amount of
contribution pursuant to this Section 6(d) were determined by pro rata
allocation or by any other method of allocation that does not take into account
the equitable considerations referred to in the first sentence of this paragraph
(d).

         The amount paid or payable by an indemnified party as a result of the
loss, claim, damage or liability, or action in respect thereof, referred to
above in this Section 6 shall be deemed to include, for purposes of this Section
6, any legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending or preparing to defend any such
action or claim.

         Notwithstanding the provisions of this Section 6, no Holder shall be
required to contribute any amount in excess of the amount by which the total
price at which the Transfer Restricted Securities purchased by it were resold
exceeds the amount of any damages which such Holder has otherwise been required
to pay by reason of any untrue or alleged untrue statement or omission or
alleged omission. No Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation. The Holders' obligations to contribute as provided in this
Section 6(d) are several and not joint.

                  (f) The provisions of this Section 6 shall remain in full
         force and effect, regardless of any investigation made by or on behalf
         of any Holder or the Company or any of the officers, directors or
         controlling persons referred to in Section 6 hereof, and will survive
         the sale by a Holder of Transfer Restricted Securities.



<PAGE>
                                                                              21


         7. Rule 144A and Rule 144. The Company agrees with each Holder, for so
long as any Transfer Restricted Securities remain outstanding and during any
period in which the Company (i) is not subject to Section 13 or 15(d) of the
Exchange Act, to make available, upon request of any Holder, to such Holder or
beneficial owner of Transfer Restricted Securities in connection with any sale
thereof and any prospective purchaser of such Transfer Restricted Securities
designated by such Holder or beneficial owner, the information required by Rule
144A(d)(4) under the Securities Act in order to permit resales of such Transfer
Restricted Securities pursuant to Rule 144A, and (ii) is subject to Section 13
or 15 (d) of the Exchange Act, to use its best efforts to make all filings
required thereby in a timely manner in order to permit resales of such Transfer
Restricted Securities pursuant to Rule 144.

         8. No Participation In Underwritten Registrations. No Holder may
participate in any Underwritten Registration hereunder.

         9. Miscellaneous.

                  (a) Remedies. The Company acknowledges and agrees that any
         failure by the Company to comply with its obligations under Section 2
         hereof may result in material irreparable injury to the Initial
         Purchasers or the Holders for which there is no adequate remedy at law,
         that it will not be possible to measure damages for such injuries
         precisely, and that, in the event of any such failure, the Initial
         Purchasers or any Holder may obtain such relief as may be required to
         specifically enforce the Company's obligations under Section 2 hereof.
         The Company further agrees to waive the defense in any action for
         specific performance that a remedy at law would be adequate.

                  (b) Actions Affecting Transfer Restricted Securities. The
         Company shall not, directly or indirectly, take any action with respect
         to the Transfer Restricted Securities as a class that would adversely
         affect the ability of the Holders of Transfer Restricted Securities to
         include such Transfer Restricted Securities in a registration
         undertaken pursuant to this Agreement.

                  (c) No Inconsistent Agreements. The Company has not, as of the
         date hereof, entered into, nor shall it, on or after the date hereof,
         enter into, any agreement with respect to its securities that is
         inconsistent with the rights granted to the Holders in this Agreement
         or otherwise conflicts with the provisions hereof. In addition, the
         Company shall not grant to any of its securityholders (other than the
         Holders of Transfer Restricted Securities in such capacity) the right
         to include any of its securities in the Shelf Registration Statement
         provided for in this Agreement other than the Transfer Restricted
         Securities.



<PAGE>
                                                                              22


                  (d) Amendments and Waivers. This Agreement may not be amended,
         modified or supplemented, and waivers or consents to or departures from
         the provisions hereof may not be given, unless the Company has obtained
         the written consent of a Majority of Holders. Notwithstanding the
         foregoing, a waiver or consent to depart from the provisions hereof,
         with respect to a matter, which relates exclusively to the rights of
         Holders whose securities are being sold pursuant to a Shelf
         Registration Statement and does not directly or indirectly adversely
         affect the rights of other Holders, may be given by the Majority
         Holders, determined on the basis of Debentures being sold rather than
         registered under such Shelf Registration Statement.

                  (e) Notices. All notices and other communications provided for
         or permitted hereunder shall be made in writing by hand delivery, first
         class mail (registered or certified, return receipt requested), telex,
         facsimile transmission, or air courier guaranteeing overnight delivery:

                           (i) if to a Holder, at the address set forth on the
                  records of the registrar under the Indenture or the transfer
                  agent of the Common Stock, as the case may be;

                           (ii) if to the Company, at its address set forth in
                  the Purchase Agreement; and

                           (iii) if to the Initial Purchasers, at the address
                  set forth in the Purchase Agreement.

         All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt acknowledged, if transmitted by
facsimile; and on the next Business Day, if timely delivered to an air courier
guaranteeing overnight delivery.

         Any party hereto may change the address for receipt of communications
by giving written notice to the others.

                  (f) Successors and Assigns. This Agreement shall inure to the
         benefit of and be binding upon the successors and assigns of each of
         the parties, including without limitation and without the need for an
         express assignment, subsequent Holders of Transfer Restricted
         Securities. The Company hereby agrees to extend the benefit of this
         Agreement to any Holder and any such Holder may specifically enforce
         the provisions of this Agreement as if an original party hereto.

                  (g) Counterparts. This Agreement may be executed in any number
         of counterparts and by the parties hereto in separate counterparts,




<PAGE>
                                                                              23


         each of which when so executed shall be deemed to be an original and
         all of which taken together shall constitute one and the same
         agreement.

                  (h) Debentures Held by the Company or Their Affiliates.
         Whenever the consent or approval of Holders of a specified percentage
         of Transfer Restricted Securities is required hereunder, Transfer
         Restricted Securities held by the Company or its Affiliates (other than
         subsequent Holders if such subsequent Holders are deemed to be
         Affiliates solely by reason of their holding of such Debentures) shall
         not be counted in determining whether such consent or approval was
         given by the Holders of such required percentage.

                  (i) Headings. The headings in this Agreement are for
         convenience of reference only and shall not limit or otherwise affect
         the meaning hereof.

                  (j) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
         CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
         REGARD TO THE CONFLICTS OF LAW RULES THEREOF.

                  (k) Severability. If any one or more of the provisions
         contained herein, or the application thereof in any circumstance, is
         held invalid, illegal or unenforceable, the validity, legality and
         enforceability of any such provision in every other respect and of the
         remaining provisions contained herein shall not be affected or impaired
         thereby, it being intended that all of the rights and privileges of the
         parties shall be enforceable to the fullest extent permitted by law.

                  (l) Entire Agreement. This Agreement is intended by the
         parties as a final expression of their agreement and intended to be a
         complete and exclusive statement of the agreement and understanding of
         the parties hereto in respect of the subject matter contained herein.
         There are no restrictions, promises, warranties or undertakings, other
         than those set forth or referred to herein with respect to the
         registration rights granted by the Company with respect to the Transfer
         Restricted Securities. This Agreement supersedes all prior agreements
         and understandings between the parties with respect to such subject
         matter.





<PAGE>
         IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of
the date first above written.

                                       Very truly yours,

                                       GENESCO INC.



                                       By:      /s/ Hal N. Pennington
                                          ------------------------------------
                                          Name:  Hal N. Pennington
                                          Title: President and Chief Executive
                                                 Officer


The foregoing Registration
Rights Agreement is hereby confirmed
and accepted as of the date first
above written.

BANC OF AMERICA SECURITIES LLC

By: BANC OF AMERICA SECURITIES LLC

By:      /s/ Trevor Ganshaw
   ---------------------------------
Name:  Trevor Ganshaw
Title:  Managing Director