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 10.28

November 30, 2009

Mr. Xxxxx Xxxxxxx
Chief Financial Officer
LaCrosse Footwear, 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, the additional investment by Borrower or Xxxxxx of up to $2,900,000 in connection with a new factory for Xxxxxx (the “Xxxxxx Factory”) that is referred to in Section 5.3 of the Credit Agreement may be made in 2009, 2010, or spread between both years, provided, however, that the amount by which aggregate capital expenditures for the two years exceeds the $5,000,000 annual limitation referred to in Section 5.3 is not greater than $2,500,0000, inclusive of investments made in connections with the Xxxxxx Factory. In all other respects, the Loan Documents remain in full force and effect without change.

     Terms that are used in this letter 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 Xxxxxx where indicated below.

Very truly yours,


XXXXX FARGO BANK,
NATIONAL ASSOCIATION
 

/s/ Xxxxx X. Xxxxxxx  

Xxxxx X. Xxxxxxx 

Senior Vice President 

The undersigned acknowledged and consents to the foregoing, and agrees that it shall not prejudice its obligations and the security interest granted under the Third Part 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 November 30, 2009.

XXXXXX INC.
 

/s/ Xxxxxx X. Xxxxxxxxx  

Xxxxxx X. Xxxxxxxxx 

President /Chief Executive Officer 

/s/ Xxxxx Xxxxxxx  

Xxxxx Xxxxxxx 

Executive Vice President, Chief Financial Officer And Secretary