September 30, 2010

Exhibit 10.1

September 30, 2010

Mr. Xxxxx Xxxxxxx
Chief Financial Officer
LaCrosse Footwear, Inc.
00000 XX Xxxxxxx Xxx
Xxxxxxxx, XX 00000

Mr. Xxxxx Xxxxxxx
Chief Financial Officer
Xxxxxx, Inc.
00000 XX Xxxxxxx Xxx
Xxxxxxxx, XX 00000

Re: Amended and Restated Credit Agreement between LaCrosse Footwear, Inc. (“Borrower”) and Xxxxx Fargo Bank, National Association (“Lender”), dated as of March 1, 2009, as amended (“Credit Agreement”)

Dear Xxxx:

     We have previously granted our approval to Borrower and/or Xxxxxx, Inc. (“Xxxxxx”) making investments in tenant improvements and other fixed assets in calendar year 2010 in connection with the move of the Borrower/Danner Portland factory to a new facility at 00000 XX Xxxxxx Xxx, Xxxxxxxx, Xxxxxx 00000, and the move of the Portland factory outlet store to a new facility at 00000 XX Xxxxxxx Xxx, Xxxxx X, Xxxxxxxx, Xxxxxx 00000, and making investments in other fixed assets. Our approval was subject to the proviso that the total investments in fixed assets by Borrower, Xxxxxx and Borrower’s other Material Subsidiaries, for all purposes in calendar years 2009 and 2010, shall not exceed $15,000,000 combined for the two years. We hereby increase that limit from $15,000,000 to $17,500,000. All other provisions of the Loan Documents, as modified by our prior letter agreements with respect thereto, remain in effect.

     Terms that are used in this letter that are defined in the Credit Agreement have the same meaning in this letter that they are given in the Credit Agreement.

     The foregoing consent shall take effect when we receive an original or photocopy of a signature of an authorized officer of Borrower and Xxxxxx where indicated below.

Very truly yours,

XXXXX FARGO BANK, NATIONAL ASSOCIATION
 

/s/ Xxxxx X. Xxxxxxx  

Xxxxx X. Xxxxxxx 

Senior Vice President 

CONSENT

     The undersigned acknowledged and consent to the foregoing, and Xxxxxx, Inc. agrees that the foregoing shall not prejudice its obligations and the security interest granted under the Third Party Security Agreement granted by the undersigned in favor of Xxxxx Fargo Bank, National Association, dated as of April 15, 2004, as amended, which are hereby reaffirmed in all respects.

     DATED as of September 30, 2010.

LACROSSE FOOTWEAR, INC.		XXXXXX, INC.
/s/ Xxxxxx X. Xxxxxxxxx		/s/ Xxxxxx X. Xxxxxxxxx
Xxxxxx X. Xxxxxxxxx		Xxxxxx X. Xxxxxxxxx
President/Chief Executive Officer		President/Chief Executive Officer
/s/ Xxxxx Xxxxxxx		/s/ Xxxxx Xxxxxxx
Xxxxx Xxxxxxx		Xxxxx Xxxxxxx
Executive Vice President, Chief Financial Officer and		Executive Vice President, Chief Financial Officer and
Secretary		Secretary