Exhibit 10.1

January 22, 2021

Rocky Brands, Inc.

39 E. Canal St.

Nelsonville, OH 45764

Re:     Commitment Letter for ABL Facility

Ladies and Gentlemen:

In connection with your acquisition (“Acquisition”) of the stock of US Footwear Holdings LLC, a Delaware limited liability company (“Target Company”), Bank of America, N.A. (“Bank”) is pleased to commit to be the administrative agent (“Agent”) for a $150,000,000 senior secured asset-based credit facility (“ABL Facility”) to Rocky Brands, Inc., an Ohio corporation (“Parent”), and certain of its subsidiaries (including the Target Company and certain of its subsidiaries, collectively, “Borrower”) and to lend the entire amount of the ABL Facility, on the terms set forth in this letter (this “Commitment Letter”), including the Summary of Terms attached hereto (the “Term Sheet”). Bank is also pleased to advise you of its willingness to form a syndicate of financial institutions (“Lenders”) for the ABL Facility. Bank’s commitment is subject to satisfaction of the conditions set forth in Annex A to the Term Sheet.

Bank will act as sole and exclusive Agent, lead arranger and book manager for the ABL Facility. No additional agents, co-agents or arrangers will be appointed and no other titles will be awarded except with the mutual agreement of Parent and Bank. You agree that, effective upon your acceptance of this Commitment Letter and continuing through April 22, 2021, you shall not solicit any other bank, investment bank, financial institution, person or entity to provide, structure, arrange or syndicate the ABL Facility or any other senior financing similar to the ABL Facility.

Bank intends to commence syndication efforts promptly upon your acceptance of this Commitment Letter and the fee letter of even date between you and Bank (“Fee Letter”). You agree to actively assist Bank in achieving a syndication of the ABL Facility that is satisfactory to Bank in consultation with Parent. Such assistance shall include (a) your providing and causing your advisors and the Target Company to provide to Bank and the other Lenders, upon request, all information reasonably deemed necessary by Bank to complete syndication; (b) your assistance in the preparation of an Information Memorandum to be used in connection with the syndication; (c) your using commercially reasonable efforts to ensure that the syndication efforts benefit materially from your existing banking relationships; and (d) otherwise assisting Bank in its syndication efforts, including by making your and the Target Company’s senior management and advisors available from time to time to attend and make presentations regarding the business and prospects of Borrower, the Target Company and subsidiaries at one or more meetings of prospective Lenders.

It is understood and agreed that Bank will manage and control all aspects of the syndication in consultation with Parent, including decisions as to the selection of prospective Lenders and any titles offered to proposed Lenders, when commitments will be accepted and the final allocations of the commitments among the Lenders, subject to the mutual agreement of Parent and Bank as to selection of prospective Lenders (it being understood and agreed that Huntington Bank and Wells Fargo are acceptable to Parent) and any titles offered to proposed Lenders. It is understood that no Lender participating in the ABL Facility will receive compensation from you in order to obtain its commitment, except on the terms provided herein.

You hereby represent, warrant and covenant that (a) all information, other than Projections (as defined below), which has been or is hereafter made available to Bank or the Lenders by you, and to your knowledge, the Target Company or any of your representatives (or on your or their behalf) in connection with the transactions contemplated hereby (collectively, “Information”) is and will be complete and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading; and (b) all financial projections concerning Borrower, and to your knowledge, the Target Company and subsidiaries that have been or are hereafter made available to Bank or the Lenders by you, the Target Company or any of your representatives (“Projections”) have been and will be prepared in good faith based upon reasonable assumptions. Bank acknowledges that whether or not such Projections are in fact achieved will depend upon future events, some of which are not within control of Borrower. Accordingly, actual results may vary from the Projections and such variations may be material. The Projections included in the Information Materials should not be regarded as a representation by Borrower or its management that the projected results will be achieved. You agree to furnish Bank with such Information and Projections as it may reasonably request and to supplement the Information and Projections from time to time until the closing date for the ABL Facility, so that the representations, warranties and covenants in the preceding sentence are correct on the closing date. In issuing this commitment and in arranging and syndicating the ABL Facility, Bank is and will be relying on, without independent verification, the Information and Projections.

By executing this Commitment Letter, you agree to reimburse Bank from time to time on demand for all reasonable and documented out-of-pocket fees and expenses (including without limitation (a) the reasonable and documented out-of-pocket fees, disbursements and other charges of counsel, including any special or local counsel, and (b) reasonable and documented out-of-pocket due diligence expenses) incurred in connection with the ABL Facility, the syndication thereof, the preparation of the definitive documentation therefor and the other transactions contemplated hereby; provided that it is understood and agreed that the fees and expenses of internal field examiners, if any, shall be deemed to be out-of-pocket. Upon acceptance of this Commitment Letter, you will deliver to Bank a deposit of $150,000 (“Initial Deposit”) to cover such fees and expenses. In addition, you agree to deliver to Bank from time to time such additional deposits as may be necessary to cover such fees and expenses in excess of the Initial Deposit (together with the Initial Deposit, “Deposit”). At closing, the remaining balance of the Deposit will be applied to closing costs. If the ABL Facility does not close for any reason, Parent will be entitled to the unused portion of the Deposit.

You agree to indemnify and hold harmless Bank, each Lender, and each of their affiliates, officers, directors, employees, agents, advisors and other representatives (each, an “Indemnified Party”) from and against (and will reimburse each Indemnified Party as the same are incurred for) any and all claims, damages, losses, liabilities and expenses (including, without limitation, the reasonable fees, disbursements and other charges of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (a) any matters contemplated by this Commitment Letter or any related transaction, including the Acquisition, or (b) the ABL Facility and any other financings or any use made or proposed to be made with the proceeds thereof (in all cases, whether or not caused or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnified Party), except to the extent such claim, damage, loss, liability or expense is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by you, your equity holders or creditors, a third party or an Indemnified Party, whether or not an Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. You also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort, or otherwise) to you or your affiliates or to your or their respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. It is further agreed that Bank shall only have liability to you (as opposed to any other person), and that Bank shall be liable solely in respect of its own commitment to the ABL Facility on a several, and not joint, basis with any other Lender, and that such liability shall only arise to the extent damages have been caused by a breach of Bank’s obligations hereunder to negotiate definitive documentation for the ABL Facility in good faith on the terms set forth herein, as determined in a final, nonappealable judgment by a court of competent jurisdiction. Notwithstanding any other provision of this Commitment Letter, no Indemnified Party shall be liable for any damages arising from the use by others of information or other materials obtained through electronic telecommunications or other information transmission systems.

This Commitment Letter and the Fee Letter are confidential and, except for disclosure on a confidential basis to your accountants, attorneys and other professional advisors retained by you in connection with the ABL Facility or as otherwise required by law or regulation or as requested by a governmental authority (in which case Borrower agrees, to the extent permitted by law, to inform Bank promptly in advance thereof), may not be disclosed in whole or in part to any person or entity without Bank’s prior written consent; provided that you may disclose this Commitment Letter (but not the Fee Letter), after your acceptance of same, you may disclose it in filings with the Securities and Exchange Commission and other applicable regulatory authorities and stock exchanges, and on a confidential basis to the Target Company and its owner and advisors in connection with the Acquisition.

You acknowledge that Bank and its affiliates may be providing financing or other services to parties whose interests may conflict with yours. Bank agrees that it will not furnish confidential information obtained from you to any of its other customers and that it will treat confidential information relating to you and your affiliates with the same degree of care as it treats its own confidential information. Bank further advises you that it will not make available to you confidential information that Bank or its affiliates have obtained or may obtain from any other customer. In connection with the services and transactions contemplated hereby, you agree that Bank is permitted to access, use and share, with any of its affiliates, agents, advisors or representatives, any information concerning you or any of your affiliates that is or may come into the possession of Bank or its affiliates.

In connection with all aspects of each transaction contemplated by this letter, you acknowledge and agree, and acknowledge your affiliates’ understanding, that (a) the ABL Facility and any related arranging or other services described in this letter constitute an arm’s-length commercial transaction between you and your affiliates, on the one hand, and Bank on the other hand, and you are capable of evaluating and understanding, and do understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter; (b) in connection with the process leading to such transaction, Bank is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary for you or any of your affiliates, stockholders, creditors or employees or any other party; (c) Bank has not assumed and will not assume an advisory, agency or fiduciary responsibility in your or your affiliates’ favor with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether Bank has advised or is currently advising you or your affiliates on other matters) and Bank has no obligation to you or your affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth in this letter; (d) Bank and its affiliates may be engaged in a broad range of transactions that involve interests that differ from yours and your affiliates, and Bank has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (e) Bank has not provided any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby and you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate. You hereby waive and release, to the fullest extent permitted by law, any claims that you may have against Bank with respect to any breach or alleged breach of agency or fiduciary duty.

The provisions of the five preceding paragraphs shall remain in full force and effect regardless of whether any definitive documentation for the ABL Facility shall be executed and delivered, and notwithstanding the termination of this Commitment Letter or any undertaking hereunder.

This Commitment Letter and the Fee Letter may be in the form of an Electronic Record and may be executed using Electronic Signatures (including, without limitation, facsimile and PDF) and shall be considered an original, and shall have the same legal effect, validity and enforceability as a paper record. This Commitment Letter and the Fee Letter may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Commitment Letter and Fee Letter, as applicable. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by Bank of America of a manually signed paper document which has been converted into electronic form (such as scanned into PDF format), or an electronically signed document converted into another format, for transmission, delivery and/or retention. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.

This Commitment Letter and the Fee Letter shall be governed by the laws of the State of New York; provided that the laws of the State of Delaware shall govern in determining the interpretation of “Material Adverse Effect (as defined in the Acquisition Agreement (as defined in the Term Sheet)) and whether a “Material Adverse Effect” occurred. Each of you and Bank hereby irrevocably waives any and all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Commitment Letter, the Fee Letter, the transactions contemplated thereby, or the actions of Bank in the negotiation, performance or enforcement thereof.

Bank hereby notifies you that pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (“Act”), Bank is required to obtain, verify and record information that identifies Borrower and Target Company, which information includes Borrower’s and Target Company’s legal name, address, tax ID number and other information that will allow Bank to identify Borrower and Target Company in accordance with the Act. Bank will also require information regarding each personal guarantor, if any, and may require information regarding Borrower’s and Target Company’s management and owners, such as legal name, address, social security number and date of birth. Furthermore, Bank hereby notifies you that Bank will require similar and/or additional information in connection with the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and UK equivalent laws.

This Commitment Letter and the Fee Letter embody the entire agreement and understanding among Bank, you and your affiliates with respect to the ABL Facility, and supersede all prior agreements and understandings relating thereto. However, please note that the terms of the undertakings of Bank hereunder are not limited to those set forth in this Commitment Letter. Those matters that are not covered or made clear are subject to mutual agreement of Bank and Parent. No party has been authorized by Bank to make any oral or written statements that are inconsistent with this Commitment Letter and the Fee Letter. This Commitment Letter is not assignable by Borrower without Bank’s prior written consent and is intended to be solely for the benefit of the parties hereto and the Indemnified Parties.

This offer will expire at 5:00 p.m. (Eastern time) on January 24, 2021, unless you execute this letter and the Fee Letter and return them to Bank prior to that time, together with the Initial Deposit. If this letter and the Fee Letter are executed and delivered by such date, this undertaking and commitment will thereafter expire on April 22, 2021, unless definitive documentation for the ABL Facility is executed and delivered by that date.

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We look forward to working with you in the coming weeks on this important financing.

BANK OF AMERICA, N.A.

By: _/s/ Christopher C. Tran_______

Name: Christopher C. Tran

Title: Senior Vice President and Senior Business Development Officer

Accepted and Agreed to as of

January 22, 2021:

ROCKY BRANDS, INC.

By: /s/ Thomas D. Robertson______

Name: Thomas D. Robertson

Title: Executive Vice President, Chief Financial Officer, and Treasurer

$150,000,000 SENIOR SECURED

ASSET-BASED CREDIT FACILITY

SUMMARY OF TERMS

“Permitted Discretion” shall mean a determination made in good faith, using reasonable business judgment (from the perspective of a secured, asset-based lender).

Standards of eligibility will be specified in the loan documentation, but in any event will include the following ineligible categories:

Ineligible Accounts Receivable: (i) accounts outstanding for more than 90 days (or such longer period mutually agreed by Parent and Bank, which may be in the form of sublimits for certain account debtors, after preliminary results from a field examination) after the invoice date or 60 days after the due date; (ii) intercompany accounts; (iii) foreign accounts; (iv) accounts owing by an account debtor as to which more than a percentage to be determined of the accounts owing by such account debtor are otherwise ineligible; (v) contra accounts; (vi) government accounts (except for U.S. government accounts where the applicable Borrower has delivered a “contract assignment” for such account in favor of Bank and taken such other actions as required by Bank, in each case acceptable to Bank in its Permitted Discretion); (vii) accounts owing by any account debtor or group of affiliated account debtors that are in excess of a percentage to be determined of total eligible accounts; and (viii) such other categories as may be established by Bank in its Permitted Discretion.

Ineligible Inventory: (i) slow moving, obsolete and defective inventory; (ii) work in process (but not including raw material inventory); (iii) inventory in transit unless Borrower has complied with documentation and perfection procedures satisfactory to Bank, including third-party agreements, imported goods agreement and control of bills of lading; (iv) returns; (v) packing and shipping materials; (vi) inventory subject to a third party’s trademark or other proprietary right, unless Bank determines in its Permitted Discretion that it could sell the inventory on satisfactory terms in a default; and (vii) such other categories as may be established by Bank in its Permitted Discretion.

“Excess Availability” shall mean (i) the Line Cap minus (ii) the sum of the aggregate outstanding amount of borrowings under the ABL Facility, any unreimbursed letter of credit drawings and the undrawn amount of outstanding letters of credit issued under the ABL Facility for the account of Borrower or its subsidiaries.

A customary field exam and inventory appraisal of the Target Company and the other Obligors completed by Bank (or a third-party field examiner and/or appraiser designated by Bank), and a completed borrowing base certificate based on such field exam and inventory appraisal and using the Borrowing Base formula described above (the “Initial Borrowing Base Certificate”), will be required to be delivered to Agent on or prior to April 15, 2021 (subject to extensions by Agent in its reasonable discretion). Until such delivery, the Borrowing Base shall be deemed to equal $100,000,000 (the “Deemed Borrowing Base”) and Borrower shall be permitted to borrow up to $80,000,000 on the closing date subject to satisfaction of the conditions set forth in Annex A. If such delivery does not occur on or prior to April 15, 2021 (subject to extensions by Agent in its reasonable discretion), then the Deemed Borrowing Base shall be $0 until the date of such delivery.

The FILO Tranche shall be considered first drawn with no amortization as long as the Fixed Charge Coverage Ratio (to be defined in the definitive documentation for the ABL Facility) remains greater than 1.25x. However, if the aforementioned trigger is breached, the FILO Tranche will amortize on a straight-line schedule each fiscal quarter as follows:

LIBOR and Base Rate will be defined in accordance with Bank’s standard practices, and LIBOR will be subject to a floor of 0.0%. LIBOR loans will be subject to customary provisions, including applicable reserve requirements, limits on the number of outstanding LIBOR loans, minimum dollar amounts of each LIBOR loan, and replacement thereof.

All interest and per annum fees will be calculated on the basis of actual number of days elapsed in a year of 360 days. If an event of default exists, all loans and other obligations will bear interest at a rate 200.0 basis points in excess of the otherwise applicable rate.

provided that no such transactions shall be permitted under this clause (II) using the “Payment Conditions” until the Initial Borrowing Base is delivered to Agent.

Annex A

CONDITIONS PRECEDENT

TO BORROWINGS AND ISSUANCES

ON THE CLOSING DATE