Attached files
| file | filename |
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| EX-10.1 - ROCKY BRANDS, INC. | v199527_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported) October 20,
2010
ROCKY
BRANDS, INC.
(Exact name of
registrant as specifıed in its charter)
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Ohio
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001-34382
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31-1364046
|
|
(State or other
jurisdiction
|
(Commission
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(IRS Employer
|
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of incorporation)
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File Number)
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Identifıcation
No.)
|
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39 East Canal Street, Nelsonville,
Ohio
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45764
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(Address of principal executive
offıces)
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(Zip
Code)
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Registrant's
telephone number, including area code (740)
753-1951
Not
Applicable
(Former
name or former address, if changed since last report.)
Check the
appropriate box below if the Form 8-K fıling is intended to simultaneously
satisfy the fıling obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Item
2.03.
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
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On October 20, 2010, Rocky Brands, Inc.
(the “Company”) entered into a Revolving Credit, Guaranty, and Security
Agreement (the “Credit Agreement”) among the Company and certain of its
subsidiaries (together with the Company, the “Borrowers”), the lenders party
thereto, and PNC Bank, National Association as administrative agent for the
lenders (the “Agent”) for certain extensions of credit (the “Credit
Facility”).
The Credit Agreement replaces (i) the
Note Purchase Agreement, dated May 25, 2007, among the Company and certain of
its subsidiaries, the note purchasers party thereto, and Laminar Direct Capital
L.P. as collateral agent for such purchases, and (ii) the Amended and Restated
Loan and Security Agreement, most recently amended May 19, 2010, among the
Company and certain of its subsidiaries, GMAC Commercial Finance LLC, as
administrative agent and sole lead arranger for the lenders, Bank of America,
N.A., as syndication agent, and Charter One Bank, N.A., as documentation agent,
which agreements were terminated in connection with entering the Credit
Agreement.
The Credit Facility is comprised of a
five-year revolving credit facility up to a principal amount of $70 million,
which may be increased up to $80 million at the Borrowers’ option subject to
customary conditions, and also provides for the issuance of letters of credit up
to $7.5 million. The Credit Facility is secured by a first priority
perfected security interest in all presently owned and hereafter acquired
personal property of the Borrowers, subject to specified
exceptions.
The foregoing is intended only to be a
summary of the Credit Facility and Credit Agreement and is qualified in its
entirety by the Credit Agreement, which is attached hereto as Exhibit 10.1 and
is incorporated herein by reference.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit
No. Description
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10.1
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Revolving
Credit, Guaranty, and Security Agreement, dated October 20, 2010, among
Rocky Brands, Inc., Lehigh Outfitters, LLC, Lifestyle Footwear, Inc.,
Rocky Brands Wholesale LLC, Rocky Brands International, LLC, and Rocky
Canada, Inc., as borrowers, and the financial institutions party thereto
as lenders, and PNC Bank, National Association as agent for the
lenders
|
2
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
| Rocky Brands, Inc. | |||
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Date: October
21, 2010
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By:
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/s/ James E. McDonald | |
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James
E. McDonald, Executive Vice
President
and Chief Financial Officer
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|||
3
EXHIBIT
INDEX
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Exhibit
No.
|
Description | |
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10.1
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Revolving
Credit, Guaranty, and Security Agreement, dated October 20, 2010, among
Rocky Brands, Inc., Lehigh Outfitters, LLC, Lifestyle Footwear, Inc.,
Rocky Brands Wholesale LLC, Rocky Brands International, LLC, and Rocky
Canada, Inc., as borrowers, and the financial institutions party thereto
as lenders, and PNC Bank, National Association as agent for the
lenders
|
4