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EXHIBIT 10.34
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
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This First Amendment to Loan and Security Agreement (the "AMENDMENT")
is made on March 27, 2001 by GMAC Business Credit, LLC ("LENDER") and ROCKY
SHOES & BOOTS, INC. and LIFESTYLE FOOTWARE, INC. ("BORROWERS").
RECITALS
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A. Borrowers and Lender entered into a Loan and Security Agreement
dated September 18, 2000 (as amended from time to time, including by this
Amendment, the "LOAN AGREEMENT"). Capitalized terms used in this Amendment shall
have the meanings set forth in the Loan Agreement unless otherwise defined in
this Amendment.
B. Borrowers and Lender wish to amend the Loan Agreement as set forth
below.
THEREFORE, in consideration of the mutual promises and agreements of
the parties hereinafter set forth and for other good and valuable consideration,
the receipt and sufficiency of which is acknowledged, the parties agree
as follows:
TERMS AND CONDITIONS
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1. Lender hereby waives Borrowers' defaults under Section 8.11 of the
Loan Agreement as of December 31, 2000. The foregoing waiver shall not be
construed to waive any other defaults.
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2. Section 8.11 of the Loan Agreement is amended in its entirety to
read as follows:
(a) achieve EBITDA of at least the following amounts as of the
end of the indicated fiscal years:
2001 $8.6 million
2002 $15 million
(b) achieve Net Worth of at least the following amounts as of
the end of each indicated fiscal year:
2001 $49.5 million
2002 $61 million
(c) achieve a Fixed Charge Coverage Ratio of at least 1.2:1 as
of fiscal year 2001 year end and 1.4:1 as of the end of each subsequent
fiscal year.
3. The definition of Net Worth in Section 2 of the Loan Agreement is
amended to read as follows:
"NET WORTH" means the consolidated net worth of Parent and its
subsidiaries determined according to generally accepted accounting
principles consistently applied MINUS deferred income taxes, deferred
pension costs net of deferred pension liabilities, deferred expenses
and deposits (which are characterized as assets) and other intangible
assets other than Accounts, PLUS the amount of all subordinated debt
subject to subordination agreements in form and substance acceptable to
Lender.
4. Upon execution of this Amendment, Borrowers shall pay Lender an
amendment fee of $25,000.00 which will be fully earned on the date of this
Amendment and may be charged to Borrowers' Revolving Loans.
5. Except as amended by this Amendment, all the terms and conditions in
the Loan Agreement remain in full force and effect.
6. This Amendment constitutes the entire agreement of the parties in
connection with the subject matter of this Amendment and cannot be changed or
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terminated orally. All prior agreements, understandings, representations,
warranties and negotiations regarding the subject matter hereof, if any, are
merged into this Amendment.
7. Borrowers and the signatory noted below represent that all necessary
corporate action to authorize Borrowers to enter into this Amendment has been
taken, including, without limitation, board of directors approval and
resolutions necessary to authorize Borrowers' execution of this Amendment.
8. This Amendment may be executed in counterparts, each of which when
so executed and delivered shall be deemed an original, and all of such
counterparts together shall constitute but one and the same agreement.
9. This Amendment shall be governed by, and construed and enforced in
accordance with, the laws of the State of Michigan.
GMAC BUSINESS CREDIT, LLC ROCKY SHOES & BOOTS, INC
By:/s/ Xxxxxxx Xxxxxxxx By: /s/ Xxxxx Xxxxxxxxx
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Xxxxxxx Xxxxxxxx Xxxxx Xxxxxxxxx
Vice President Executive Vice President
LIFESTYLE FOOTWARE, INC.
By: /s/ Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx
Executive Vice President
