exv10w29







	 	 	 	 	 



EXHIBIT 10.29




January 26, 2010




Mr. David Carlson

Chief Financial Officer

LaCrosse Footwear, Inc.

17634 NE Airport Way

Portland, OR 97230




Mr. David Carlson

Chief Financial Officer

Danner, Inc.

17634 NE Airport Way

Portland, OR 97230




	 	 	 	 	 
	 

	 	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”)





Dear Dave:




     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 Danner, Inc. (“Danner”) 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 18201 NE Portal Way, Portland, Oregon
97230, and the move of the Portland factory outlet store to a new facility at 12021 NE Airport Way,
Suite B, Portland, Oregon 97220, 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
18201 NE Portal Way, Portland, Oregon 97230, to Borrower and Danner, 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 Danner (as the factory facility does not have sufficient parking). We
hereby grant our approval to Borrower and Danner entering into a Parking Lot Lease with DP
Partners, wherein DP Partners will be leasing the new parking lot to Borrower and Danner 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 Danner 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 Danner 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 Danner 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 Danner where indicated below.



	 	 	 	 	 
	 	Very truly yours, 



WELLS FARGO BANK, NATIONAL ASSOCIATION



	 
	 	/s/ James R. Bednark
 	 
	 	James R. Bednark 	 
	 	Senior Vice President 	 



 









 






	 	 	 	 	 



CONSENT





     The undersigned acknowledged and consent to the foregoing, and Danner, 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 Wells 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.

	 	 	 	DANNER, INC.
	 
	 	 	 	 
	/s/ Joseph P. Schneider

	 	 	 	/s/ Joseph P. Schneider
	 

	 	 	 	 
	Joseph P. Schneider

	 	 	 	Joseph P. Schneider
	President/Chief Executive Officer

	 	 	 	President/Chief Executive Officer
	 
	 	 	 	 
	/s/ David Carlson

	 	 	 	/s/ David Carslon
	 

	 	 	 	 
	David Carlson

	 	 	 	David Carlson
	Executive Vice President, Chief

	 	 	 	Executive Vice President, Chief
	Financial Officer and Secretary

	 	 	 	Financial Officer and Secretary