1.

Recitals.

1.1

As of December 19, 2014, Borrowers, Lenders, and Agent, entered into an Amended and Restated Revolving Credit, Term Loan, Guaranty, and Security Agreement (as amended, extended, modified, or restated, the “Loan Agreement”).  Capitalized terms used herein and not otherwise defined will have the meanings given such terms in the Loan Agreement as amended.  The Loan Agreement, the Other Documents, and all related loan and/or security documents are referred to herein as the “Loan Documents”. 

1.2

The Loan Documents were amended by Amendment No. 1 to Loan Documents dated as of January 22, 2016 to extend the Borrowing Period.

1.3

Borrowers have requested that Agent and Lenders amend the Loan Documents to change the calculation of EBITDA Adjustment.  Agent and Lenders have agreed to do so on the terms and subject to the conditions set forth herein. 

2.

Amendment.

2.1

The definition of “EBITDA Adjustment” set forth in Section 1.2 of the Loan Agreement is amended and restated by the following:

3.

Representations, Warranties and Covenants.  To induce Agent and Lenders to enter into this Amendment No. 2 to Loan Documents (this “Amendment”), each Borrower represents, warrants, and covenants, as applicable, as follows:

3.1

Representations and Warranties.  The representations and warranties of Borrowers contained in the Loan Documents are deemed to have been made again on and as of the Effective Date, except to the extent that such representations and warranties were expressly limited to an earlier date.

3.2

No Defaults.  After giving effect to this Amendment, no Event of Default or Default exists on the Effective Date.

3.3

No Claims.  Each Borrower represents and warrants that, to its knowledge, it has no claims, counterclaims, setoffs, actions or causes of actions, damages or liabilities of any kind or nature whatsoever whether at law or in equity, in contract or in tort, existing as of the Effective Date, other than any reconciliations or manifest error in calculation (collectively, “Claims”) against Agent or Lenders, their direct or indirect parent corporations or any direct or indirect Affiliates of such parent corporations, or the administrators, successors or assigns of any of them (collectively, “Lender Parties”) that directly or indirectly arise out of, are based upon or are in any manner connected with any Prior Related Event.  As an inducement to Agent and Lenders to enter into this Amendment, each Borrower on behalf of itself, and all of its respective successors and assigns hereby knowingly and voluntarily releases and discharges all Lender Parties from any and all Claims, whether known or unknown in existence as of the Effective Date, that directly or indirectly arise out of, are based upon or are in any manner connected with any Prior Related Event.  As used herein, the term “Prior Related Event” means any transaction, event, circumstance, action, failure to act, occurrence of any sort or type, whether known or unknown, which occurred, existed, was taken, permitted or begun at any time prior to the Effective Date or occurred, existed, was taken, was permitted or begun in accordance with, pursuant to or by virtue of any of the terms of the Loan Documents or any documents executed in connection with the Loan Documents or which was related to or connected in any manner, directly or indirectly to the extension of credit represented by the Loan Documents.

3.4

Authorization.  This Amendment and the related documents have been duly authorized by each Borrower.   Each Borrower has the full right, power and authority to enter into this Amendment and perform its respective obligations hereunder.

3.5

No Misrepresentations.  No information or material submitted to Agent in connection with this Amendment contains any material misstatement or misrepresentation nor omits to state any material fact or circumstance necessary to make the statements herein or therein not misleading.

3.6

No Conflicts.  The execution and delivery of this Amendment and all deliveries required hereunder, and the performance by each Borrower of its obligations hereunder do not and will not conflict with any provision of law or the organizational documents of Borrowers or of any other material agreement binding upon Borrowers.

3.7

Enforceability.  This Amendment and each of the related documents is a legal and valid and binding obligation of Borrowers, enforceable against Borrowers in accordance with its terms,  except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally.

3.8

Ratification.  Except as expressly modified herein, the Loan Agreement, as amended, is and remain in full force and effect.  The Loan Documents are hereby ratified and confirmed as the continuing obligation of Borrowers. 

4.

Conditions Precedent.  The closing of this Amendment is subject to the following conditions precedent:

4.1

Fees and Expenses.  Borrowers will pay to Agent all reasonable and documented attorneys’ fees and expenses of Agent incurred in connection with this Amendment.

4.2

Other.  All corporate and other proceedings, and all documents, instruments and other legal matters in connection with this Amendment and the related documentation shall be satisfactory in form and substance to Agent and its counsel.

4.3

The representations and warranties of Borrowers in Section 4 herein will be true.

5.

General.

5.1

This Amendment is an “Other Document” as defined in the Loan Agreement.

5.2

Except as expressly provided herein, nothing contained herein will be construed as waiving any Default or Event of Default under the Loan Documents or will affect or impair any right, power or remedy of Agent or Lenders under or with respect to the Loan Documents, as amended, or any agreement or instrument guaranteeing, securing or otherwise relating to any of the Advances.

5.3

All representations and warranties made by Borrowers herein will survive the execution and delivery of this Amendment.

5.4

This Amendment will be binding upon and inure to the benefit of Borrowers, Agent, and Lenders and their respective successors and assigns.

5.5

This Amendment will in all respects be governed and construed in accordance with the laws of the State of Ohio.

5.6

This Amendment and the documents and instruments to be executed hereunder constitute the entire agreement among the parties with respect to the subject matter hereof and shall not be amended, modified or terminated except by a writing signed by the party to be charged therewith.

5.7

Each Borrower agrees to execute such other instruments and documents and provide Agent with such further assurances as Agent may reasonably request to more fully carry out the intent of this Amendment.

5.8

This Amendment may be executed in a number of identical counterparts.  If so, each such counterpart shall collectively constitute one agreement.  Any signature delivered by a party by facsimile transmission or other electronic means shall be deemed to be an original signature hereto.

5.9

No provision of this Amendment is intended or shall be construed to be for the benefit of any third party.

5.10

EACH PARTY HERETO  HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AMENDMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH.





Rocky Brands, Inc.,



Lehigh Outfitters, LLC,



Lifestyle Footwear, Inc.,



Rocky Brands US, LLC,



Rocky Brands International, LLC,



Rocky Brands Canada, Inc.,



as Borrowers







By:

/s/ Tom Robertson



Tom Robertson



Chief Financial Officer of each Borrower





PNC Bank, National Association,



as Agent and a Lender







By:

/s/ Christopher Tully



Christopher Tully



Vice President





U.S. Bank National Association,



as a Lender







By:

/s/ Gary Yakel



Gary Yakel



Vice President