EXHIBIT 10.2
SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
This Seventh Amendment to Loan and Security Agreement (the "AMENDMENT")
is made on September 30, 2002 by GMAC Business Credit, LLC ("LENDER") and ROCKY
SHOES & BOOTS, INC. and LIFESTYLE FOOTWEAR, INC. ("BORROWERS").
RECITALS
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
1. Notwithstanding SECTION 7.5 of the Loan Agreement or any other
provisions of the Loan Agreement that prohibit the redemption of stock, Parent
may redeem shares of its stock through December 31, 2003 if the following
conditions are satisfied:
(a) Borrower has Excess Availability of $5,000,000 after
making any redemption;
(b) the aggregate redemption price of all redeemed shares does
not exceed $3 million:
(c) no Event of Default has occurred and is continuing;
(d) as of the month ending 2 months prior to month any stock
is redeemed, Borrowers have a Trailing Twelve Month Operating Cash Flow
of at least $4 million.
(e) Borrowers have provided GMAC/BC at least 1 day written
notice of any proposed stock redemption.
For purposes of this Amendment, the term "Trailing Twelve Month Operating
Cash Flow" means EBITDA for the 12 months ended on the measurement date
PLUS the amount of Capital Expenditures during the 12 month period that
were not financed by third parties.
2. Except as amended by this Amendment, all the terms and conditions in
the Loan Agreement remain in full force and effect.
3. This Amendment constitutes the entire agreement of the parties in
connection with the subject matter of this Amendment and cannot be changed or
terminated orally. All prior agreements, understandings, representations,
warranties and negotiations regarding the subject matter hereof, if any, are
merged into this Amendment.
4. 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.
5. 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.
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6. 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/ Xxxxxx Xxxxxxxxxx By: /s/ Xxxx Xxxxxx
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Xxxxxx Xxxxxxxxxx Xxxxxxx Xxxxxx
Vice President President/Chief Executive Officer
LIFESTYLE FOOTWEAR, INC.
By: /s/ Xxxx Xxxxxx
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Xxxxxxx Xxxxxx
President/Chief Executive Officer
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