AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT DATED AS OF MAY 25. 2007 between ROCKY BRANDS, INC., LIFESTYLE FOOTWEAR, INC., ROCKY BRANDS WHOLESALE LLC AND ROCKY BRANDS RETAIL LLC as Borrowers, GMAC COMMERCIAL FINANCE LLC, as Agent and as Lender,...Loan and Security Agreement • May 30th, 2007 • Rocky Brands, Inc. • Footwear, (no rubber) • New York
This AGREEMENT is dated as of May 25, 2007 and entered into among ROCKY BRANDS, INC., a corporation organized and existing under the laws of the State of Ohio (“Parent”), LIFESTYLE FOOTWEAR, INC., a corporation organized and existing under the laws of the State of Delaware, ROCKY BRANDS WHOLESALE LLC, a limited liability company organized and existing under the laws of the State of Delaware, and ROCKY BRANDS RETAIL LLC, a limited liability company organized and existing under the laws of the State of Delaware (the foregoing entities, jointly and severally, as the context requires, “Borrower” or “Borrowers”), the financial institution(s) listed on the signature pages hereof and their respective successors and Eligible Assignees (each individually a “Lender” and collectively, “Lenders”), GMAC COMMERCIAL FINANCE LLC, a Delaware limited liability company (in its individual capacity, “GMAC CF”), as administrative agent and sole lead arranger for the Lenders (in such capacities, the “Agent”)
NOTE PURCHASE AGREEMENT by and among ROCKY BRANDS, INC. AND THE OTHER LOAN PARTIES IDENTIFIED ON THE SIGNATURE PAGES HERETO, LAMINAR DIRECT CAPITAL L.P., AS COLLATERAL AGENT, and THE PURCHASERS IDENTIFIED ON ANNEX A HERETO May 25, 2007 $40,000,000...Note Purchase Agreement • May 30th, 2007 • Rocky Brands, Inc. • Footwear, (no rubber) • New York
THIS NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of May 25, 2007, is by and among ROCKY BRANDS, INC., an Ohio corporation (“Parent”) and the other parties identified on the signature pages hereto as “Loan Parties” (each a “Loan Party” and, together with Parent, the “Loan Parties”), the note purchasers that are now and hereafter at any time parties hereto and are listed in Annex A (or any amendment or supplement thereto) attached hereto (each, together with its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”), and Laminar Direct Capital L.P., a Delaware limited partnership, as collateral agent for the Purchasers (in such capacity “Agent”). Capitalized terms used and not defined elsewhere in this Agreement are defined in Article 1 hereof.
