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

EXHIBIT 10.29

January 26, 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:

     This letter confirms that, the provisions of the Loan Documents to the contrary notwithstanding:

     (a) We hereby grant our approval of the payment in calendar year 2010 of regular and special dividends not exceeding $10,000,000 in total.

     (b) We hereby grant 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; provided, the total investments in fixed assets by Borrower, Danner 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.

     (c) DP Partners Portland I, LLC (“DP Partners”), which is leasing the new factory facility at 00000 XX Xxxxxx Xxx, Xxxxxxxx, Xxxxxx 00000, to Borrower and Xxxxxx, will be obtaining a loan from the Portland Development Commission (“PDC”) in the approximate amount of $800,000. DP Partners will be using the proceeds of such loan for purposes of (i) acquiring a perpetual, exclusive easement over an adjoining 1.17 acre parcel of property, and (ii) constructing a parking lot thereon for Borrower and Xxxxxx (as the factory facility does not have sufficient parking). We hereby grant our approval to Borrower and Xxxxxx entering into a Parking Lot Lease with DP Partners, wherein DP Partners will be leasing the new parking lot to Borrower and Xxxxxx and passing through to them (as rent for the new parking lot) all costs associated with the parking lot loan, including the following:

     (1) Borrower and Xxxxxx will be paying to DP Partners, as an initial rent payment, the sum of $100,000, which represents the approximate amount that DP Partners will be paying to PDC as a down payment to acquire the perpetual easement and obtain the parking lot loan;

     (2) Borrower and LaCrosse will be paying to DP Partners, as monthly rent, an amount equal to the total monthly payment of principal and interest required to be paid by DP Partners under the parking lot loan, which will be fully amortized over 20 years at an interest rate of between 1%-3% per annum; and

     (3) In the event of the expiration, termination, non-renewal or non-extension of the Parking Lot Lease prior to payment in full of the parking lot loan, then Borrower and Xxxxxx will pay to DP Partners, as accelerated rent, an amount equal to the total outstanding principal, and all accrued unpaid interest, due on the parking lot loan.

     Dividends paid, investments made, and leases signed in compliance with the foregoing shall not constitute Events of Default or an event which, with the passage of time, the giving of notice, or both, would constitute Events of Default. We are separately executing amendments to the Borrower and Xxxxxx Security Agreements to reflect new locations where Collateral is located. In all other respects, the Loan Documents remain in full force and effect without change.

     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 January 26, 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				Executive Vice President, Chief
Financial Officer and Secretary				Financial Officer and Secretary