***Exhibit 10.1*****AMENDMENT NO. 5****TO****LOAN AND SECURITY AGREEMENT**          THIS AMENDMENT NO. 5 (“Amendment No. 5”) is entered into as of January 1, 2007, by and amongROCKY BRANDS, INC. (formerly known as ROCKY SHOES & BOOTS, INC. and successor-in-interest by mergerto EJ FOOTWEAR LLC), a corporation organized and existing under the laws of the State of Ohio,LIFESTYLE FOOTWEAR, INC., a corporation organized and existing under the laws of the State ofDelaware, ROCKY BRANDS WHOLESALE LLC, a limited liability company organized and existing under thelaws of the State of Delaware (formerly known as GEORGIA BOOT LLC and successor-in-interest bymerger to GEORGIA BOOT PROPERTIES LLC, DURANGO BOOT COMPANY LLC and NORTHLAKE BOOT COMPANY LLC),ROCKY BRANDS RETAIL LLC, a limited liability company organized and existing under the laws of theState of Delaware (formerly known as LEHIGH SAFETY SHOE CO. LLC and successor-in-interest by mergerto LEHIGH SAFETY SHOE PROPERTIES LLC and HM LEHIGH SAFETY SHOE CO. LLC) (the foregoing entities,jointly and severally, “Borrower”), the financial institutions party thereto (each a “Lender” andcollectively, the “Lenders”), and GMAC COMMERCIAL FINANCE LLC, as administrative agent and solelead arranger for the Lenders (in such capacities, the “Agent”).BACKGROUND          Borrowers, Agent and Lenders are parties to a Loan and Security Agreement dated as of January6, 2005 (as amended by Amendment No. 1 to Loan and Security Agreement and Consent dated as ofJanuary 19, 2005, Amendment No. 2 to Loan and Security Agreement dated as of April 30, 2006,Amendment No. 3 to Loan and Security Agreement dated as of June 28, 2006, Amendment No. 4 to Loanand Security Agreement dated as of November 8, 2006 and as further amended, restated, supplementedor otherwise modified from time to time, the “Loan Agreement”) pursuant to which Agent and Lendersprovide Borrowers with certain financial accommodations.          Borrowers have informed Agent and Lenders of the following mergers and name changes (the“Mergers and Reorganization”), each effective on or about the date hereof, and have requestedLenders to consent to the amendment and restatement of Schedules 4.1(A), 4.1(D), 4.1(Q), 4.1(R),5.2(B), 6.1(K) and 6.1(Q) of the Loan Agreement which give effect to the Mergers and Reorganization(the “Revised Schedules”): **•** EJ Footwear LLC will merge with and into Rocky Brands, Inc., wherebyEJ Footwear LLC will cease to exist and Rocky Brands, Inc. will survive;  **•** Georgia Boot Properties LLC, Durango Boot Company LLC and NorthlakeBoot Company LLC will merge with and into Georgia Boot LLC, whereby Georgia BootProperties LLC, Durango Boot Company LLC and Northlake BootCompany LLC will cease to exist and Georgia Boot LLC, under the new name of RockyBrands Wholesale LLC, will survive;
 

 
 **•** Lehigh Safety Shoe Properties LLC will merge with and into LehighSafety Shoe Co. LLC, whereby Lehigh Safety Shoe Properties LLC will cease to existand Lehigh Safety Shoe Co. LLC will survive; and  **•** HM Lehigh Safety Shoe Co. LLC will merge with and into Lehigh SafetyShoe Co. LLC, whereby HM Lehigh Safety Shoe Co. LLC will cease to exist and LehighSafety Shoe Co. LLC, under the new name of Rocky Brands Retail LLC, will survive.          Lenders have agreed to accept the Revised Schedules and effectuate such other modifications tothe Loan Agreement on the terms and conditions set forth herein.          Borrowers have also requested Lenders to agree to make available LIBOR Loans of a duration ofeither one, two or three weeks, in each case, however, bearing interest as if the respectiveInterest Period was of a one month duration. Lenders have agreed to this modification on the termsand conditions set forth herein.          NOW, THEREFORE, in consideration of any loan or advance or grant of credit heretofore orhereafter made to or for the account of Borrowers by Agent and Lenders, and for other good andvaluable consideration, the receipt and sufficiency of which are hereby acknowledged, the partieshereto hereby agree as follows:          1. Definitions. All capitalized terms not otherwise defined herein shall have themeanings given to them in the Loan Agreement.          2. Amendment to Loan Agreement. Subject to satisfaction of the conditions precedentset forth in Section 3 below, the Loan Agreement is amended as follows:               (a) The introductory paragraph to the Loan Agreement is hereby amended and restated asfollows:     THIS AGREEMENT is dated as of January 6, 2005 and entered into amongROCKY BRANDS, INC. (formerly known as ROCKY SHOES & BOOTS, INC. andsuccessor-in-interest by merger to EJ FOOTWEAR LLC), a corporation organizedand existing under the laws of the State of Ohio (“Parent”), LIFESTYLEFOOTWEAR, INC., a corporation organized and existing under the laws of theState of Delaware, ROCKY BRANDS WHOLESALE LLC, a limited liability companyorganized and existing under the laws of the State of Delaware (formerlyknown as GEORGIA BOOT LLC and successor-in-interest by merger to GEORGIABOOT PROPERTIES LLC, DURANGO BOOT COMPANY LLC and NORTHLAKE BOOT COMPANYLLC), ROCKY BRANDS RETAIL LLC, a limited liability company organized andexisting under the laws of the State of Delaware (formerly known as LEHIGHSAFETY SHOE CO. LLC and successor-in-interest by merger to LEHIGH SAFETYSHOE PROPERTIES LLC and HM LEHIGHSAFETY SHOE CO. LLC) (the foregoing entities, jointly and severally, asthe context requires, “Borrower”), the financial institution(s) listed onthe
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signature pages hereof and their respective successors and EligibleAssignees (each individually a “Lender” and collectively, “Lenders”), GMACCOMMERCIAL FINANCE LLC, a Delaware limited liability company (in itsindividual capacity, “GMAC CF”), as administrative agent and sole leadarranger for the Lenders (in such capacities, the “Agent”) and BANK OFAMERICA, N.A., as syndication agent (in such capacity, the “SyndicationAgent”).               (b) The introductory paragraph to the definition of “Interest Period” appearing inSection 1.1of the Loan Agreement is hereby amended and restated as follows:     “Interest Period” means, in connection with each LIBOR Loan, aninterest period which Borrowing Agent shall elect to be applicable to suchLoan, which Interest Period shall be either (a) a one (1), two (2), three(3), or six (6) month period or (b) a one (1), two (2) or three (3) weekperiod; provided in each case that:               (c) The introductory paragraph to the definition of “LIBOR” appearing inSection 1.1 of theLoan Agreement is hereby amended and restated as follows:     “LIBOR” means, for each Interest Period (provided that in thecase of any Interest Period having a duration of one (1), two (2) or three(3) weeks, the Interest Period with respect thereto for purposes of thisdefinition of LIBOR shall mean one (1) month), a rate per annum equal to:               (d) Schedules 4.1(A), 4.1(D), 4.1(Q), 4.1(R), 5.2(B), 6.1(K) and 6.1(Q) of the Loan Agreementare hereby amended and restated by the corresponding Schedules to Amendment No. 5.          3. Conditions of Effectiveness. This Amendment No. 5 shall become effective uponsatisfaction of the following conditions precedent:               (a) Agent shall have received eight (8) copies of this Amendment No. 5 duly executedby eachBorrower and each Lender;               (b) Agent shall have received true and correct copies of all documents and certificates by andamong Borrowers reflecting the Mergers and Reorganization and certified copies of all documentationissued by the Secretary of the State of Delaware, and, where applicable, the Secretary of the Stateof Ohio, relating thereto; and               (c) Agent shall have received opinions of counsel from counsel to each Borrower in form andsubstance satisfactory to Agent with respect to the Mergers and Reorganization.          4. Representations and Warranties. Each Borrower hereby represents and warrants asfollows:
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               (a) This Amendment No. 5 and the Loan Agreement, as amended hereby, constitute legal,validand binding obligations of Borrowers and are enforceable against each Borrower in accordance withtheir respective terms.               (b) Upon the effectiveness of this Amendment No. 5, each Borrower hereby reaffirms allcovenants, representations and warranties made in the Loan Agreement to the extent the same are notamended hereby, and agrees that all such covenants, representations and warranties shall be deemedto have been remade as of the effective date of this Amendment No. 5, except to the extent any suchrepresentation or warranty expressly relates to an earlier date.               (c) No Event of Default or Default has occurred and is continuing or would exist after givingeffect to this Amendment No. 5.               (d) No Borrower has any defense, counterclaim or offset with respect to the Loan Agreement.               (e) The issuance of this Amendment No. 5 is permitted pursuant to all applicable law andallmaterial agreements, documents and instruments to which any Borrower is a party or by which any oftheir respective properties or assets are bound.          5. Effect on the Loan Agreement.               (a) Upon the effectiveness of Section 2 hereof, each reference in the Loan Agreement to“thisAgreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a referenceto the Loan Agreement as amended hereby.               (b) Except as specifically amended herein, the Loan Agreement, and all other documents,instruments and agreements executed and/or delivered in connection therewith, shall remain in fullforce and effect, and are hereby ratified and confirmed.               (c) The execution, delivery and effectiveness of this Amendment No. 5 shall not operate asawaiver of any right, power or remedy of Agent or Lenders, nor constitute a waiver of any provisionof the Loan Agreement, or any other documents, instruments or agreements executed and/or deliveredunder or in connection therewith.          6. Release. Each Borrower hereby acknowledges and agrees that: (a) neither it nor anyof its Affiliates has any claim or cause of action against Agent or any Lender (or any of theirrespective Affiliates, officers, directors, employees, attorneys, consultants or agents) and (b)Agent and each Lender has heretofore properly performed and satisfied in a timely manner all of itsobligations to Borrowers under the Loan Agreement and the other Loan Documents. Notwithstandingthe foregoing, Agent and the Lenders wish (and Borrowers agree) to eliminate any possibility thatany past conditions, acts, omissions, events or circumstances would impair or otherwise adverselyaffect any of the Agent’s and the Lenders’ rights, interests, security and/or remedies under theLoan Agreement and the other Loan Documents. Accordingly, for and in consideration of theagreements contained in this Amendment and other good and valuable consideration, each Borrower(for itself and its Affiliates and the successors, assigns, heirs and representatives of each ofthe foregoing) (collectively, the “Releasors”) does hereby fully, finally, unconditionallyand irrevocably release and forever discharge Agent and each Lender and each
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of their respective Affiliates, officers, directors, employees, attorneys, consultants andagents (collectively, the “Released Parties”) from any and all debts, claims, obligations,damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes ofaction, in each case, whether known or unknown, contingent or fixed, direct or indirect, and ofwhatever nature or description, and whether in law or in equity, under contract, tort, statute orotherwise, which any Releasor has heretofore had or now or hereafter can, shall or may have againstany Released Party by reason of any act, omission or thing whatsoever done or omitted to be done onor prior to the effective date of Amendment No. 5 arising out of, connected with or related in anyway to this Amendment No. 5, the Loan Agreement or any other Loan Document, or any act, event ortransaction related or attendant thereto, or the agreements of Agent or any Lender containedtherein, or the possession, use, operation or control of any of the assets of any Borrower, or themaking of any Advance, or the management of such Advance or the Collateral.          7. Governing Law. This Amendment No. 5 shall be binding upon and inure to the benefitof the parties hereto and their respective successors and assigns and shall be governed by andconstrued in accordance with the laws of the State of New York.          8. Headings. Section headings in this Amendment No. 5 are included herein forconvenience of reference only and shall not constitute a part of this Amendment No. 5 for any otherpurpose.          9. Counterparts; Facsimile. This Amendment No. 5 may be executed by the partieshereto in one or more counterparts, each of which shall be deemed an original and all of which whentaken together shall constitute one and the same agreement. Any signature delivered by a party byfacsimile or electronic transmission (including in “pdf” format) shall be deemed to be an originalsignature hereto.[BALANCE OF PAGE INTENTIONALLY LEFT BLANK]
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          IN WITNESS WHEREOF, this Amendment No. 5 has been duly executed as of the day and year firstwritten above.         **ROCKY BRANDS, INC.**    **LIFESTYLE FOOTWEAR, INC.**    **ROCKY BRANDS WHOLESALE LLC**    **ROCKY BRANDS RETAIL LLC**           By:    /s/ James E. McDonald           Name: James E. McDonald    Title: Chief Financial Officer of each of theforegoing Borrowers           **GMAC COMMERCIAL FINANCE LLC**           By:    /s/ Thomas Brent           Name: Thomas Brent    Title: Director           **BANK OF AMERICA, N.A.**           By:    /s/ William J. Wilson           Name: William J. Wilson    Title: Vice President           **CHARTER ONE BANK, N.A.**           By:    /s/ James G. Zamborsky           Name: James G. Zamborsky    Title: Vice President           **PNC BANK, NATIONAL ASSOCIATION**           By:    /s/ Peter Redington           Name: Peter Redington    Title: A.V.P.           **COMERICA BANK**           By:    /s/ Harold Dalton           Name: Harold Dalton    Title: Vice President