Page
SECTION 1.        DEFINITIONS AND ACCOUNTING TERMS...............................................................   1
         1.1.     Certain Defined Terms..........................................................................   2
         1.2.     UCC Defined Terms..............................................................................  27
         1.3.     Accounting Terms...............................................................................  27
         1.4.     Other Definitional Provisions..................................................................  27


SECTION 2.        LOANS AND COLLATERAL...........................................................................  28
         2.1.     Loans..........................................................................................  28
                  (A)      Revolving Loan........................................................................  28
                  (B)      Term Loan A...........................................................................  28
                  (C)      Borrowing Mechanics...................................................................  28
                  (D)      Notes.................................................................................  29
                  (E)      Letters of Credit.....................................................................  29
                           (1)   Maximum Amount..................................................................  29
                           (2)   Reimbursement...................................................................  30
                           (3)   Request for Letters of Credit...................................................  30
                  (F)      Other Letter of Credit Provisions.....................................................  30
                           (1)   Obligations Absolute............................................................  30
                           (2)   Nature of Lender's Duties.......................................................  31
                           (3)   Liability.......................................................................  32
                  (G)      Availability of a Lender's Pro Rata Share.............................................  32
                           (1)   Lender's Amounts Available on a Funding Date....................................  32
                           (2)   Lender's Failure to Fund........................................................  32
                           (3)   Payments to a Defaulting Lender.................................................  32
                           (4)   Defaulting Lender's Right to Vote...............................................  32
         2.2.     Interest.......................................................................................  33
                  (A)      Rate of Interest......................................................................  33
                  (B)      Computation and Payment of Interest...................................................  33
                  (C)      Interest Laws.........................................................................  34
                  (D)      Conversion or Continuation............................................................  34
         2.3.     Fees...........................................................................................  35
                  (A)      Unused Line Fee.......................................................................  35
                  (B)      Letter of Credit Fees.................................................................  35
                  (C)      Audit Fees............................................................................  35
                  (D)      Other Fees and Expenses...............................................................  36
                  (E)      Fee Letter............................................................................  36
         2.4.     Payments and Prepayments.......................................................................  36
                  (A)      Manner and Time of Payment............................................................  36
                  (B)      Mandatory Prepayments.................................................................  36
                           (1)   Over Formula Advance............................................................  36
                           (2)   Prepayments from Proceeds of Asset Dispositions.................................  36
                           (3)   Prepayments from Excess Cash Flow...............................................  37

                          (4)   Prepayments from Issuance of Securities.........................................  37
                          (5)   Prepayments from Tax Refunds....................................................  38
                          (6)   Prepayments from Collateral Assignment..........................................  38
                          (7)   Change of Control...............................................................  38
                 (C)      Voluntary Prepayments and Repayments..................................................  38
                 (D)      Payments on Business Days.............................................................  39
                 (E)      Application of Prepayment Proceeds....................................................  39
        2.5.     Term of this Agreement.........................................................................  39
        2.6.     Statements.....................................................................................  39
        2.7.     Grant of Security Interest.....................................................................  39
                 (A)      Grant of Liens in the Collateral......................................................  39
                 (B)      Loan Parties Remain Liable............................................................  40
        2.8.     Yield Protection...............................................................................  40
                 (A)      Capital Adequacy and Other Adjustments................................................  40
                 (B)      Increased LIBOR Funding Costs.........................................................  41
        2.9.     Taxes..........................................................................................  41
                 (A)      No Deductions.........................................................................  41
                 (B)      Changes in Tax Laws...................................................................  41
                 (C)      Foreign Lenders.......................................................................  42
        2.10.    Required Termination and Prepayment............................................................  42
        2.11.    Optional Prepayment/Replacement of Lenders.....................................................  43
                 (A)      Replacement of an Affected Lender.....................................................  43
                 (B)      Prepayment of an Affected Lender......................................................  43
        2.12.    Compensation...................................................................................  43
        2.13.    Booking of LIBOR Loans.........................................................................  44
        2.14.    Assumptions Concerning Funding of LIBOR Loans..................................................  44
        2.15.    Endorsement; Insurance Claims..................................................................  44

SECTION 3.       CONDITIONS TO LOANS............................................................................  44
                 (A)      Closing Deliveries....................................................................  44
                 (B)      Security Interests....................................................................  45
                 (C)      Closing Date Availability.............................................................  45
                 (D)      Representations and Warranties........................................................  45
                 (E)      Fees..................................................................................  45
                 (F)      No Default............................................................................  45
                 (G)      Performance of Agreements.............................................................  45
                 (H)      No Prohibition........................................................................  45
                 (I)      No Litigation.........................................................................  45
                 (J)      Term Note B Investment................................................................  45
                 (K)      Acquisition...........................................................................  46
                 (L)      Total Leverage Ratio..................................................................  46

SECTION 4.       REPRESENTATIONS, WARRANTIES OF THE LOAN PARTIES................................................  46
         4.1.    Representations and Warranties of Loan Parties.................................................  46
                 (A)      Organization and Power................................................................  46
                 (B)      Principal Business....................................................................  47
                 (C)      Financial Statements and Financial Projections........................................  47
                 (D)      Capitalization and Related Matters....................................................  48

                  (E)      Subsidiaries..........................................................................  49
                  (F)      Authorization; No Breach..............................................................  49
                  (G)      Governmental Approvals................................................................  49
                  (H)      Enforceability........................................................................  49
                  (M)      No Material Adverse Change............................................................  49
                  (J)      Litigation............................................................................  49
                  (K)      Compliance with Laws..................................................................  50
                  (P)      Environmental Protection..............................................................  50
                  (M)      Legal Investments; Use of Proceeds....................................................  51
                  (N)      Taxes.................................................................................  51
                  (O)      Labor and Employment..................................................................  51
                  (P)      Investment Company Act; Public Utility Holding Company Act............................  52
                  (Q)      Properties; Security Interests........................................................  52
                  (R)      Intellectual Property; Licenses.......................................................  52
                  (S)      Solvency..............................................................................  53
                  (T)      Complete Disclosure...................................................................  53
                  (U)      Side Agreements.......................................................................  53
                  (V)      Broker's or Finder's Commissions......................................................  54
                  (W)      Material Contracts....................................................................  54
                  (X)      Foreign Assets Control Regulations, Etc...............................................  54
                  (Y)      Parent SEC Reports....................................................................  54
                  (Z)      Current Business Practices............................................................  55
         4.2.     Absolute Reliance on the Representations and Warranties........................................  55

SECTION 5.        COVENANTS......................................................................................  56
         5.1.     Affirmative Covenants..........................................................................  56
                  (A)      Existence.............................................................................  56
                  (B)      Businesses and Properties; Compliance with Laws.......................................  56
                  (C)      Insurance.............................................................................  56
                  (D)      Obligations and Taxes.................................................................  57
                  (E)      Financial Statements; Reports.........................................................  57
                  (F)      Litigation and Other Notices..........................................................  60
                  (G)      Environmental Matters.................................................................  61
                  (H)      Default; Material Occurrences.........................................................  61
                  (I)      ERISA.................................................................................  62
                  (J)      Maintaining Records; Access to Premises and Inspections...............................  62
                  (K)      Other Reports.........................................................................  62
                  (L)      Patriot Act Compliance................................................................  62
                  (M)      SEC Filings; Press Release............................................................  62
         5.2.     Negative Covenants.............................................................................  63
                  (A)      Indebtedness..........................................................................  63
                  (B)      Negative Pledge; Liens................................................................  64
                  (C)      Contingent Liabilities................................................................  66
                  (D)      Intentionally Omitted.................................................................  66
                  (E)      Mergers, etc..........................................................................  66
                  (F)      Affiliate Transactions................................................................  66
                  (G)      Dividends.............................................................................  67

                  (H)      Advances, Investments and Loans.......................................................  67
                  (I)      Use of Proceeds.......................................................................  69
                  (J)      Press Release; Public Offering Materials..............................................  69
                  (K)      Amendment of Charter Documents........................................................  69
                  (L)      Subsidiaries..........................................................................  69
                  (M)      Business..............................................................................  70
                  (N)      Fiscal Year; Accounting...............................................................  70
                  (O)      Establishment of New or Changed Business Locations....................................  70
                  (P)      Business Practices....................................................................  70
                  (Q)      Sale or Discount of Receivables.......................................................  70
                  (R)      Changes Relating to Note Purchase Documents; Prepayments..............................  70
         5.3.     Financial Covenants............................................................................  71
                  (A)      Fixed Charge Coverage.................................................................  71
                  (B)      Total Leverage........................................................................  71
                  (C)      Minimum EBITDA........................................................................  72
                  (D)      Senior Leverage Ratio.................................................................  72
                  (E)      Capital Expenditures..................................................................  73
                  (F)      Undrawn Availability..................................................................  73

SECTION 6.        ADDITIONAL REPRESENTATIONS AND COVENANTS.......................................................  73
         6.1.     Representations................................................................................  73
                  (A)      Accounts Warranties and Covenants.....................................................  73
                  (B)      Inventory Warranties and Covenants....................................................  74
                  (C)      Equipment Warranties and Covenants....................................................  75
                  (D)      Chattel Paper Warranties and Covenants................................................  75
                  (E)      Instruments Warranties and Covenants..................................................  75
                  (F)      Investment Property Warranties and Covenants..........................................  75
                  (G)      Letters of Credit Warranties and Covenants............................................  75
                  (H)      General Intangibles Warranties and Covenants..........................................  76
                  (I)      Intellectual Property Covenants.......................................................  76
                  (J)      Commercial Tort Claims Warranties and Covenants.......................................  77
                  (K)      Deposit Accounts; Bank Accounts Warranties and Covenants..............................  77
                  (L)      Bailees...............................................................................  77
                  (M)      Collateral Description; Use of Collateral.............................................  77
                  (N)      Collateral Filing Requirements; Collateral Records....................................  78
                  (O)      Federal Claims........................................................................  78
                  (P)      Agent Authorized......................................................................  78
                  (Q)      Names and Locations...................................................................  78
                  (R)      Additional Mortgaged Property.........................................................  79
                  (S)      Disclosure of Material Matters........................................................  79
         6.2.     Access to Accountants and Management...........................................................  79
         6.5.     Amendment of Schedule..........................................................................  79
         6.4.     Collection of Accounts and Payments............................................................  79
         6.6.     Further Assurances.............................................................................  80

SECTION 7.        DEFAULT, RIGHTS AND REMEDIES...................................................................  80
         7.1.     Event of Default...............................................................................  80
                  (A)      Payment...............................................................................  80

                  (B)      Default in Other Agreements...........................................................  80
                  (C)      Breach of Certain Provisions..........................................................  81
                  (D)      Breach of Warranty....................................................................  81
                  (E)      Other Defaults Under Loan Documents...................................................  81
                  (F)      Change in Control.....................................................................  81
                  (G)      Involuntary Bankruptcy; Appointment of Receiver, etc..................................  81
                  (H)      Voluntary Bankruptcy; Appointment of Receiver, etc....................................  81
                  (I)      Liens.................................................................................  82
                  (J)      Judgment and Attachments..............................................................  82
                  (K)      Dissolution...........................................................................  82
                  (L)      Solvency..............................................................................  82
                  (M)      Injunction............................................................................  82
                  (N)      Invalidity of Loan Documents..........................................................  82
                  (O)      Failure of Security...................................................................  82
                  (P)      Damage, Strike, Casualty..............................................................  82
                  (Q)      Licenses and Permits..................................................................  83
                  (R)      Forfeiture............................................................................  83
         7.2.     Suspension of Commitments......................................................................  83
         7.3.     Acceleration...................................................................................  83
         7.4.     Remedies.......................................................................................  83
         7.5.     Appointment of Attorney-in-Fact................................................................  84
         7.6.     Limitation on Duty of Agent and Lenders with Respect to Collateral.............................  85
         7.7.     Application of Proceeds........................................................................  85
         7.8.     License of Intellectual Property...............................................................  85
         7.9.     Waivers; Non-Exclusive Remedies................................................................  85

SECTION 8.        GUARANTY.......................................................................................  86

SECTION 8A.       BORROWING AGENCY...............................................................................  91
         8A.1.    Borrowing Agency Provisions....................................................................  91
         8A.2.    Waiver of Subrogation..........................................................................  92

SECTION 9.        AGENT..........................................................................................  92
         9.1.     Agent..........................................................................................  92
                  (A)      Appointment...........................................................................  92
                  (B)      Nature of Duties......................................................................  93
                  (C)      Rights, Exculpation, Etc..............................................................  93
                  (D)      Reliance..............................................................................  94
                  (E)      Indemnification.......................................................................  94
                  (F)      GMAC CF Individually..................................................................  94
                  (G)      Successor Agent.......................................................................  95
                           (1)   Resignation.....................................................................  95
                           (2)   Appointment of Successor........................................................  95
                           (3)   Successor Agent.................................................................  95
                  (H)      Collateral Matters....................................................................  95
                           (1)   Release of Collateral...........................................................  95
                           (2)   Confirmation of Authority; Execution of Releases................................  96
                           (3)   Absence of Duty.................................................................  96

                  (I)      Agency for Perfection.................................................................  96
                  (J)      Exercise of Remedies..................................................................  97
         9.2.     Notice of Default..............................................................................  97
         9.3.     Action by Agent................................................................................  97
         9.4.     Amendments, Waivers and Consents...............................................................  97
                  (A)      Percentage of Lenders Required........................................................  97
                  (B)      Specific Purpose or Intent............................................................  98
                  (C)      Failure to Give Consent; Replacement of Non-Consenting Lender.........................  98
         9.5.     Assignments and Participations in Loans........................................................  98
                  (A)      Assignments...........................................................................  99
                  (B)      Participations........................................................................  99
                  (C)      No Relief of Obligations; Cooperation; Ability to Make LIBOR Loans....................  99
                  (D)      Security Interests; Assignment to Affiliates.......................................... 100
                  (E)      Recording of Assignments.............................................................. 100
         9.6.     Set Off and Sharing of Payments................................................................ 100
         9.7.     Disbursement of Funds.......................................................................... 101
         9.8.     Settlements, Payments and Information.......................................................... 101
                  (A)      Revolving Advances and Payments; Fee Payments......................................... 101
                           (1)   Fluctuation of Revolving Loan Balance........................................... 101
                           (2)   Settlement Dates................................................................ 101
                           (3)   Settlement Definitions.......................................................... 102
                           (4)   Settlement Payments............................................................. 102
                  (B)      Return of Payments.................................................................... 103
                           (1)   Recovery after Non-Receipt of Expected Payment.................................. 103
                           (2)   Recovery of Returned Payment.................................................... 103
         9.9.     Discretionary Advances......................................................................... 103

SECTION 10.       MISCELLANEOUS.................................................................................. 103
         10.1.    Expenses and Attorneys' Fees................................................................... 103
         10.2.    Indemnity...................................................................................... 104
         10.3.    Notices........................................................................................ 104
         10.4.    Survival of Representations and Warranties and Certain Agreements.............................. 105
         10.5.    Indulgence Not Waiver.......................................................................... 106
         10.6.    Marshaling; Payments Set Aside................................................................. 106
         10.7.    Entire Agreement............................................................................... 106
         10.8.    Severability................................................................................... 106
         10.9.    Lenders' Obligations Several; Independent Nature of Lenders' Rights............................ 106
         10.10.   Headings....................................................................................... 106
         10.11.   APPLICABLE LAW................................................................................. 107
         10.12.   Successors and Assigns......................................................................... 107
         10.13.   No Fiduciary Relationship; No Duty; Limitation of Liabilities.................................. 107
                  (A)      No Fiduciary Relationship............................................................. 107
                  (B)      No Duty............................................................................... 107
                  (C)      Limitation of Liabilities............................................................. 107
         10.14.   CONSENT TO JURISDICTION........................................................................ 107
         10.15.   WAIVER OF JURY TRIAL........................................................................... 108
         10.16.   Construction................................................................................... 108
         10.17.   Counterparts; Effectiveness.................................................................... 108
         10.18.   Confidentiality................................................................................ 108
         10.19.   Publication.................................................................................... 109

This AGREEMENT is dated as of January 6, 2005 and entered into among ROCKY SHOES & BOOTS, 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 ("Lifestyle"), EJ FOOTWEAR LLC, a limited liability company organized and existing under the laws of the State of Delaware ("EJ Footwear"), HM LEHIGH SAFETY SHOE CO. LLC a limited liability company organized and existing under the laws of the State of Delaware ("HM Lehigh"), GEORGIA BOOT LLC, a limited liability company organized and existing under the laws of the State of Delaware ("Georgia Boot"), DURANGO BOOT COMPANY LLC, a limited liability company organized and existing under the laws of the State of Delaware ("Durango"), NORTHLAKE BOOT COMPANY LLC, a limited liability company organized and existing under the laws of the State of Delaware ("Northlake"), GEORGIA BOOT PROPERTIES LLC, a limited liability company organized and existing under the laws of the State of Delaware ("Georgia Properties"), LEHIGH SAFETY SHOE PROPERTIES LLC, a limited liability company organized and existing under the laws of the State of Delaware ("Lehigh Properties") and LEHIGH SAFETY SHOE CO. LLC, a limited liability company organized and existing under the laws of the State of Delaware ("Lehigh", and, together with Parent, Lifestyle, EJ Footwear, HM Lehigh, Georgia Boot, Durango, Northlake, Georgia Properties and Lehigh Properties, jointly and severally, as the context requires, "Borrower"), the financial institution(s) listed on the signature pages hereof and their respective successors and Eligible Assignees (each individually a "Lender" and collectively "Lenders") and GMAC COMMERCIAL FINANCE LLC, a Delaware limited liability company (in its individual capacity, "GMAC CF"), for itself and as a Lender and as Agent.

WHEREAS, Borrower desires that Lenders extend a credit facility to finance, in part, the Acquisition (as hereafter defined), to provide working capital financing, refinance certain existing indebtedness and to provide funds for other general corporate purposes; and

WHEREAS, to secure Borrower`s obligations under the Loan Documents, Borrower is granting to Agent, for the benefit of Agent and Lenders, a security interest in and lien upon substantially all of Borrower's personal property and certain real property; and

WHEREAS, Borrower may from time to time have Subsidiaries that benefit from the credit facility described above (jointly and severally, as the context requires, "Guarantor"), and in consideration of such benefits will guaranty all of the obligations of Borrower to Agent and Lenders under the Loan Documents and grant to Agent, for the benefit of Agent and Lenders, a security interest in substantially all personal property and certain real property of Guarantor to secure such guaranty;

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, Borrower, Agent and Lenders agree as follows:

SECTION 1. DEFINITIONS AND ACCOUNTING TERMS

1.1. Certain Defined Terms. The capitalized terms not otherwise defined in this Agreement shall have the meanings set forth below:

"ACFS" shall mean American Capital Financial Services, Inc., a Delaware corporation, as agent for the purchasers under the Note Purchase Agreement.

"Acquisition" shall mean the acquisition on the date hereof of all of the equity interests of EJ Footwear, Georgia Boot, HM Lehigh and their respective Subsidiaries, by Parent pursuant to the Acquisition Agreement.

"Acquisition Agreement" shall mean that certain Purchase and Sale of Equity Interests Agreement by and among Parent, SILLC Holdings, LLC, a Delaware limited liability company and Strategic Industries, LLC, dated as of December 6, 2004.

"ACSL" shall mean American Capital Strategies, Ltd., a Delaware corporation.

"Additional Mortgaged Property" means all real property owned by any Loan Party which is unencumbered by a mortgage or deed of trust in favor of a Person which provides financing (not in excess of the purchase price therefor) for the acquisition thereof by such Loan Party, and in which after the Closing Date, Agent requires a mortgage to secure the Obligations.

"Adjustment Date" has the meaning assigned to that term in the definition of Applicable Margin.

"Advance" shall mean an advance under the Revolving Loan.

"Affected Lender" has the meaning assigned to that term in Section 2.11.

"Affiliate" means any Person (other than Agent or any Lender): (a) directly or indirectly controlling, controlled by, or under common control with, any Loan Party; (b) directly or indirectly owning or holding ten percent (10%) or more of any equity interest in any Loan Party; (c) ten percent (10%) or more of whose stock or other equity interest having ordinary voting power for the election of directors or the power to direct or cause the direction of management, is directly or indirectly owned or held by any Loan Party; or (d) which has a senior officer who is also a senior officer of any Loan Party. For purposes of this definition, "control" (including with correlative meanings, the terms "controlling", "controlled by" and "under common control with") means the possession directly or indirectly of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities or other equity interest, or by contract or otherwise.

"Agent" means GMAC CF in its capacity as agent for the Lenders under the Loan Documents and any successor in such capacity appointed pursuant to Section 9.1(G).

"Agent's Account" means Bank One Michigan, Detroit Michigan

ABA No. 072000326 Account No. 3613249-84

Reference: Rocky Shoes & Boots

"Agreement" means this Loan and Security Agreement as it may be amended, restated, supplemented or otherwise modified from time to time.

"Applicable Margin" for each type of Loan shall mean, commencing as of the Closing Date and continuing, until the First Adjustment Date (as hereafter defined), the applicable percentage specified below:

                                     APPLICABLE MARGIN FOR      APPLICABLE MARGIN FOR
TYPE OF LOAN                          DOMESTIC RATE LOANS           LIBOR RATE LOANS
------------                          -------------------           ----------------
Revolving Advances                          1.00%                      2.50%
Term Loan                                   1.75%                      3.25%

Thereafter on a quarterly basis, effective as of the first day following receipt by Agent of the internal financial statements of Rocky on a Consolidated Basis required under Section 5.1(E)(b) for the previous fiscal quarter (each day of such delivery, an "Adjustment Date"), commencing with the first Business Day following receipt by Agent of the internal financial statements of Rocky on a Consolidated Basis for the fiscal quarter ending December 31, 2005 required under Section 5.1(E)(b) (the "First Adjustment Date"), the Applicable Margin for each type of Loan shall be adjusted, if necessary, to the applicable percent per annum set forth in the pricing table set forth below corresponding to the Total Leverage Ratio for the trailing twelve month period ending on the last day of the most recently completed fiscal quarter prior to the applicable Adjustment Date (each such period, a "Calculation Period"):

                                        APPLICABLE MARGIN
                                        FOR DOMESTIC RATE                       APPLICABLE MARGIN
                                             LOANS                             FOR LIBOR RATE LOANS
         TOTAL LEVERAGE RATIO          REVOLVING ADVANCES        TERM LOAN A     REVOLVING ADVANCES        TERM LOAN A
         --------------------          ------------------        -----------     ------------------        -----------
Greater  than or  equal  to 4.0 to           1.25%                  2.00%          2.75%                     3.50%
1.0

Greater  than or  equal  to 3.0 to           1.00%                  1.75%          2.50%                     3.25%
1.0 but less than 4.0 to 1.0

Greater  than or  equal  to 2.0 to           0.75%                  1.50%          2.25%                     3.00%
1.0 but less than 3.0 to 1.0

Less than 2.0 to 1.0                         0.50%                  1.25%          2.00%                     2.75%

If Borrower shall fail to timely deliver the financial statements, certificates and/or other information required under Section 5.1(E)(b), each Applicable Margin shall be conclusively presumed to equal the highest Applicable Margin specified in the pricing table set forth above for the period commencing on the required delivery date of such financial statements, certificates and/or other information until the delivery thereof.

"Asset Disposition" means the disposition, whether by sale, lease, transfer, loss, damage, destruction, condemnation or otherwise, of any or all of the assets of any Loan Party other than the sale or other disposition of Inventory, sale or transfer of property of any Loan Party to any other Loan Party (to the extent not otherwise prohibited by this Agreement) and assignments and licenses of Intellectual Property, all of the foregoing in the ordinary course of business, and subleases of leases or leases of property not then being utilized in the Business.

"Assignment and Acceptance Agreement" shall mean an Assignment and Acceptance Agreement substantially in the form of Exhibit A.

"Bank Letter of Credit" means each Letter of Credit issued by a bank acceptable to and approved by Agent for the account of a Borrower and supported by guaranty or risk participation agreement issued by GMAC CF or Agent.

"Base Rate" means a variable rate of interest per annum equal to the higher of (a) the rate of interest from time to time published by the Board of Governors of the Federal Reserve System as the "Bank Prime Loan" rate in Federal Reserve Statistical Release H.15(519) entitled "Selected Interest Rates" or any successor publication of the Federal Reserve System reporting the Bank Prime Loan rate or its equivalent, or (b) the Federal Funds Effective Rate plus fifty (50) basis points. The statistical release generally sets forth a Bank Prime Loan rate for each Business Day. The applicable Bank Prime Loan rate for any date not set forth shall be the rate set forth for the last preceding date. In the event the Board of Governors of the Federal Reserve System ceases to publish a Bank Prime Loan rate or its equivalent, the term "Base Rate" shall mean a variable rate of interest per annum equal to the highest of the "prime rate", "reference rate", "base rate", or other similar rate announced from time to time by any of the three largest banks (based on combined capital and surplus) headquartered in New York, New York (with the understanding that any such rate may merely be a reference rate and may not necessarily represent the lowest or best rate actually charged to any customer by any such bank).

"Base Rate Loans" means Loans bearing interest at rates determined by reference to the Base Rate.

"Blocked Account Agreement" has the meaning assigned to that term in Section 6.4.

"Blocked Accounts" has the meaning assigned to that term in Section 6.4.

"Borrower" has the meaning assigned to that term in the introductory paragraph of this Agreement.

"Borrower`s Accountants" means the independent certified public accountants selected by Borrower and its Subsidiaries and reasonably acceptable to Agent.

"Borrowing Base" means, as of any date of determination, an amount equal to the sum of (a) up to 85% of Eligible Accounts less the Dilution Reserve, plus
(b) the lesser of (i) $50,000,000, or (ii) the sum of (A) the lesser of (1) up to 40% of Eligible Inventory consisting of raw materials or (2) 85% times the Net Orderly Liquidation Percentage of such Eligible Inventory, plus (B) the lesser of (1) up to 75% of Eligible Inventory consisting of finished goods or (2) 85% times the Net Orderly Liquidation Percentage of such Eligible Inventory, plus (C) the lesser of (1) up to 75% of Eligible Inventory consisting of eligible retail Inventory or (2) 85% times the Net Orderly Liquidation Percentage of such Eligible Inventory and less, in each case, such reserves as Agent in its reasonable credit judgment may elect to establish; provided, however, that Advances with respect to Eligible Inventory shall also not exceed, at any time, (x) $8,000,000 with respect to Eligible In-Transit Inventory and (y) $2,000,000 with respect to finished goods located in Puerto Rico. The calculation of the initial advance rates, utilizing the formulae provided in this definition of Borrowing Base, with respect to different categories of Eligible Inventory, is set forth on Exhibit D.

"Borrowing Agent" means Parent.

"Borrowing Base Certificate" means a certificate and schedule duly executed by an officer of Borrowing Agent appropriately completed and in substantially the form of Exhibit B.

"Business" shall mean the principal business of the Loan Parties as set forth in Section 4.1(B) herein and as such shall continue to be conducted following the consummation of the Transactions.

"Business Day" means any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the States of New York or Michigan or is a day on which banking institutions located in any such state are closed, or for the purposes of LIBOR Loans only, a London Banking Day.

"Capital Expenditures" means, with respect to any Person, all expenditures for, or contracts for expenditures with respect to any fixed assets or improvements, or for replacements, substitutions or additions thereto, that, in accordance with GAAP, either would be required to be capitalized on the balance sheet of such Person, or would be classified and accounted for as capital expenditures on a statement of cash flows of such Person.

"Capital Lease" means any lease of any property (whether real, personal or mixed) that, in conformity with GAAP, should be accounted for as a capital lease.

"Cash Flow Prepayments" shall have the meaning assigned to such term in Section 2.4(B)(3).

"Cash Interest Expense" means, without duplication, for any period, for Rocky on a Consolidated Basis: interest expenses deducted in the determination of net income (excluding (a) the amortization of fees and costs with respect to the Transactions which have been capitalized as transaction costs in accordance with the provisions of Section 1.3; and (b) interest paid in kind).

"CERCLA" shall mean the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. Section 9604, et seq.), as amended, and rules, regulations and standards, promulgated thereunder.

"Certificate of Exemption" has the meaning assigned to that term in Section 2.9(C).

"Change of Control" shall mean the occurrence of any of the following:

(a) any transaction or series of related transactions resulting in the sale or issuance of securities or any rights to securities of Parent by Parent representing in the aggregate more than fifty percent (50%) of its issued and outstanding securities entitled to vote for the election of directors of Parent, or any transaction or series of related transactions resulting in the sale, transfer, assignment or other conveyance or disposition of any securities or any rights to securities of Parent by any holder or holders thereof representing in the aggregate more than fifty percent (50%) of the issued and outstanding securities entitled to vote for the election of directors of Parent;

(b) a merger, consolidation, reorganization, recapitalization or share exchange (whether or not Parent is the surviving and continuing corporation) in which the stockholders of Parent immediately prior to such transaction own, as a result of such transaction, less than fifty percent (50%) of the securities entitled to vote for the election of directors of the resulting corporation or less than fifty percent (50%) of the capital stock of the resulting corporation;

(c) a sale, transfer or other disposition of all or substantially all of the assets of Parent and its Subsidiaries, on a consolidated basis; and

(d) any sale or issuance or series of sales or issuances of the Common Stock or any other voting security (or security convertible into, exchangeable for, or exercisable for any other voting security) of Parent within a twelve (12) month period that results in a transfer of more than fifty percent (50%) of the issued and outstanding shares of voting stock of Parent or a transfer of more than fifty percent (50%) of the voting power of Parent.

"Charges" shall mean all taxes, charges, fees, imposts, levies or other assessments, including, without limitation, all net income, gross income, gross receipts, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation and property taxes, custom duties, fees, assessments, liens, claims and charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts, imposed by any taxing or other Governmental Authority, domestic or foreign (including, without limitation, the PBGC or any environmental agency or superfund), upon the Collateral, the Loan Parties or any of their Affiliates.

"Charter Documents" shall mean, with respect to any Person, the Articles of Incorporation, Certificate of Incorporation, certificate of limited partnership, certificate of limited liability company, charter or analogous organic instrument filed with the appropriate Governmental Authorities of such Person, as applicable, including all amendments and supplements thereto.

"Closing Date" means January 6, 2005.

"Collateral" has the meaning assigned to that term in Section 2.7(A).

"Collateral Assignment" means the agreement of Loan Parties, dated as of the Closing Date, to grant a security interest in any post-closing adjustment or other payment in favor of Loan Parties with respect to the Acquisition Agreement paid directed to Agent by the applicable escrow agent or paying agent.

"Collecting Banks" has the meaning assigned to that term in Section 6.4.

"Commitment" or "Commitments" means the commitment or commitments of Lenders to make Loans as set forth in Sections 2.1(A) and/or 2.1(B) and to provide Lender Letters of Credit as set forth in Section 2.1(E).

"Common Stock" shall mean the common stock, without par value, of Parent.

"Compliance and Pricing Certificate" means a certificate duly executed by the chief executive officer or chief financial officer of Borrower appropriately completed and in substantially the form of Exhibit C.

"Condition" shall mean any condition that results in or otherwise relates to any Environmental Liabilities.

"Conformed Bills of Lading" means original clean on-board negotiable bills of lading with respect to any shipment of Inventory which (a) are issued by the carrier of the Inventory described in such bills of lading or by a freight forwarder acting on behalf of such carrier; (b) consign such Inventory to Agent (either directly or by means of endorsement); (c) are accompanied by all commercial invoices describing such Inventory and all necessary certificates of inspection, origin and insurance; (d) adequately describe such Inventory; (e) contain language expressly incorporating The International Convention for the Unification of Certain Rules Relating to Bills of Lading for the Carriage of Goods by Sea or The Carriage of Goods by Sea Act; (f) contain standard industry or trade association delivery terms (along with a reference to the particular publication in which said terms are defined); and (g) do not contain any reservation of title clause.

"Control" means "control" as defined in the UCC with respect to a particular item of Collateral.

"Controlled Group" shall mean the "controlled group of corporations" as that term is defined in Section 1563 of the Internal Revenue Code of 1986, as amended, of which the Loan Parties are a part from time to time.

"Copyright Security Agreement" means any Copyright Security Agreement executed and delivered by a Loan Party to Agent, as the same may be amended and in effect from time to time.

"Copyrights" means, collectively, all of the following (a) all copyrights, rights and interests in copyrights, works protectable by copyright, copyright registrations and copyright applications, including those listed in the schedules to any Copyright Security Agreement; (b) all renewals of any of the foregoing; (c) all income, royalties, damages and payments now or hereafter due and/or payable under any of the foregoing or with respect to any of the foregoing, including damages or payments for past, present or future infringements of any of the foregoing; (d) the right to sue for past, present and future infringements of any of the foregoing; and (e) all rights corresponding to any of the foregoing throughout the world.

"Daily Interest Amount" has the meaning assigned to that term in Section 9.8(A)(3).

"Daily Interest Rate" has the meaning assigned to that term in Section 9.8(A)(3).

"Daily Loan Balance" has the meaning assigned to that term in Section 9.8(A)(3).

"Default" means a condition, act or event that, after notice or lapse of time or both, would constitute an Event of Default if that condition, act or event were not cured or removed within any applicable grace or cure period.

"Default Rate" has the meaning assigned to that term in Section 2.2(A).

"Defaulted Amount" means, with respect to any Lender at any time, any amount required to be paid hereunder or under any other Loan Document by such Lender to the Agent or any other Lender which has not been so paid.

"Defaulting Lender" means, at any time, any Lender that owes a Defaulted Amount.

"Dilution Reserve" means, as of any date of determination, a reserve for the amount by which the total dilution of Accounts exceeds five percent (5%); with dilution referring to all actual and reasonably anticipated offsets to Accounts, including, without limitation, customer payment and/or volume discounts, write-offs, credit memoranda, returns and allowances, and billing errors. The Dilution Reserve shall be adjusted after each field examination audit of the Collateral conducted by Agent or any authorized representative designated by Agent.

"EBITDA" means, for any period, without duplication, the total of the following for Rocky on a Consolidated Basis, each calculated for such period:
(a) net income determined in accordance with GAAP; plus, to the extent included in the calculation of net income, (b) the sum of (i) income and franchise taxes paid or accrued; (ii) interest expenses, net of interest income, paid or accrued; (iii) amortization and depreciation, (iv) Non-Recurring Charges and (v) other non-cash charges (excluding accruals for cash expenses made in the ordinary course of business); less, to the extent included in the calculation of net income, and (c) the sum of (i) the income of any Person (other than wholly-owned Subsidiaries of Parent) in which Parent or a wholly-owned Subsidiary of Parent has an ownership interest except to the extent such income is received by Parent or such wholly-owned Subsidiary in a cash distribution during such period; (ii) gains or losses from sales or other dispositions of assets (other than Inventory in the normal course of business); and (iii) extraordinary gains. For purposes of Sections 5.3(B), 5.3(C) and 5.3(D), EBITDA for the fiscal quarters ended prior to the Closing Date shall be deemed to have been (w) $5,733,545 for the fiscal quarter ended March 31, 2004, (x) $7,898,460 for the fiscal quarter ended June 30, 2004, (y) $13,845,283 for the fiscal quarter ended September 30, 2004 and (z) $6,287,713 for the fiscal quarter ended December 31, 2004.

"EJ Financial Information" shall have the meaning assigned to such term in Section 4.1(C)(ii).

"Eligible Accounts" means, as at any date of determination, the aggregate of all Accounts that Agent, in its reasonable credit judgment, deems to be eligible for borrowing purposes. Without limiting the generality of the foregoing, the Agent may determine that the following of Borrower's Accounts are not Eligible Accounts:

(1) Accounts which do not consist of accounts receivable or contract receivables, each owed to and owned by any Borrower arising or resulting from the sale of goods or the rendering of services by such Borrower;

(2) With respect to Accounts having payment terms of net forty-five (45) days or less, any such Account which remains unpaid more than ninety (90) days from the date on which the original invoice rendered in connection with such Account was issued;

(3) With respect to Accounts having payment terms in excess of forty-five (45) days, (a) any such Account which remains unpaid more than thirty (30) days past due or (b) any such Account which remains unpaid more than one hundred and eighty (180) days from the date on which the original invoice rendered in connection with such Account was issued;

(4) Accounts which are otherwise eligible with respect to which the Person obligated on such Account is owed a credit by Borrower, but only to the extent of such credit;

(5) Accounts due from a Person whose principal place of business is located outside the US unless such Account is backed by a Letter of Credit, in form and substance acceptable to Agent and issued or confirmed by a bank that is organized under the laws of the US or a State thereof, that is acceptable to Agent; provided that such Letter of Credit has been delivered to Agent as additional Collateral;

(6) Accounts due from a Person which Agent has notified Borrower does not have a satisfactory credit standing;

(7) Accounts with respect to which the Account Debtor or the Person obligated with respect thereto is the US, any state or any municipality, or any department, agency or instrumentality thereof, unless Borrower has, with respect to such Account, complied with the Federal Assignment of Claims Act of 1940 as amended (31 U.S.C. Section 3727 et seq.) or any applicable statute or municipal ordinance of similar purpose and effect;

(8) Accounts with respect to which the Person obligated is an Affiliate of Borrower or a director, officer, agent, stockholder, member or employee of Borrower or any of its Affiliates;

(9) Accounts due from a Person if more than fifty percent (50%) of the aggregate amount of Accounts of such Person are not eligible under the criteria specified in clauses (2) or

(3) above;

(10) Accounts with respect to which there is any unresolved dispute with the respective Account Debtor or the Person obligated on such Account (but only to the extent of such dispute);

(11) Accounts evidenced by an Instrument or Chattel Paper not in the possession of Agent, for the benefit of itself and Lenders;

(12) Accounts with respect to which Agent, on behalf of itself and Lenders, does not have a valid, first priority and fully perfected security interest;

(13) Accounts subject to any Lien except those in favor of Agent, for the benefit of itself and Lenders, and ACFS;

(14) Accounts with respect to which the Account Debtor or the Person obligated on the Account is the debtor under any bankruptcy or other insolvency proceeding;

(15) Accounts due from a Person to the extent that such Accounts exceed in the aggregate an amount equal to twenty percent (20%) of the aggregate of all Accounts at said date;

(16) Accounts with respect to which the obligation to pay is conditional or subject to a repurchase obligation or right to return or with respect to which the goods or services giving rise to such Accounts have not been delivered (or performed, as applicable) and accepted by the Account Debtor or the Person obligated on such Account, including progress billings, bill and hold sales, guarantied sales, sale or return transactions, sales on approval or consignments;

(17) Accounts with respect to which the Account Debtor or the Person obligated on the Account is located in New Jersey, or any other state denying out of state creditors access to its courts in the absence of a Notice of Business Activities Report or other similar filing, unless the respective Borrower has either qualified as a foreign entity authorized to transact business in such state or has filed a Notice of Business Activities Report or similar filing with the applicable state agency for the then current year;

(18) Accounts with respect to which the Account Debtor or the Person obligated on Account is a creditor of any Borrower; provided, however, that any such Account shall only be ineligible as to that portion of such Account which is less than or equal to the amount owed by such Borrower to such Person.

"Eligible Assignee" shall mean (a) a commercial bank organized under the laws of the US, or any state thereof, and having a combined capital and surplus of at least $250,000,000; (b) a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development (the "OECD"), or a political subdivision of any such country, and having a combined capital and surplus of at least $250,000,000, provided that such bank is acting through a branch or agency located in the US; (c) any other entity which is an "accredited investor" (as defined in Regulation D under the Securities Act) which extends credit or buys loans as one of its businesses, including but not limited to, insurance companies, mutual funds and lease financing companies, (d) a Related Fund, and (e) a Person that is primarily engaged in the business of lending that is (i) a Subsidiary of a Lender, (ii) a Subsidiary of a Person of which a Lender is a Subsidiary, or (iii) a Person of which a Lender is a Subsidiary; provided, however, that no Affiliate of any Loan Party shall be an Eligible Assignee.

"Eligible In-Transit Inventory" means, at any date of determination, the value (determined at the lower of cost or market on a first-in, first-out basis) of all Inventory owned by any Borrower that does not qualify as Eligible Inventory solely because it is in transit to Borrower or an agent or contractor of or for Borrower and that Agent, in its reasonable credit judgment, deems to be eligible for borrowing purposes. Without limiting the generality of the foregoing, Agent may determine that any of the following is not Eligible In-Transit Inventory: (1) Inventory that is not in transit to a location identified pursuant to Section 6.1(Q) or Section 5.2(O) or such location is not a vendor or consignee location, or the location of a warehouseman, bailee, processor or similar third party that has not executed a satisfactory waiver of interest satisfactory to Agent); (2) title to such Inventory has not passed to Borrower; (3) Inventory which is not insured against types of loss, damage, hazards and risks, and in amounts, satisfactory to Agent; (4) such Inventory is not subject to a Conformed Bill of Lading; (5) each original of the applicable Conformed Bill of Lading is not in the possession of Agent or a Person acting as Agent`s agent for purposes of perfecting Agent`s security interest, on behalf of itself and Lenders, in such Conformed Bill of Lading; and (6) Inventory which is not finished goods Inventory.

"Eligible Inventory" means, as at any date of determination, the value (determined at the lower of cost or market on a first-in, first-out basis) of all Inventory owned by Borrower and located in the US (including Puerto Rico) that Agent, in its reasonable credit judgment, deems to be eligible for borrowing purposes. Without limiting the generality of the foregoing, the Agent may determine that any of the following is not Eligible Inventory: (1) work-in-process that is not readily marketable in its current form; (2) Inventory which Agent determines, is unacceptable for borrowing purposes due to age, quality, type, category and/or quantity; (3) packaging, shipping materials or supplies consumed in Borrower`s business; (4) Inventory with respect to which Agent, on behalf of itself and Lenders, does not have a valid, first priority and fully perfected security interest; (5) Inventory with respect to which there exists any Lien in favor of any Person other than Agent, on behalf of itself and Lenders and ACFS; (6) Inventory produced in violation of the Fair Labor Standards Act and subject to the so-called "hot goods" provisions contained in Title 29 U.S.C. Section 215 (a)(i) or any replacement statute; (7) Inventory located at any location other than those identified pursuant to Section 6.1(Q) or Section 5.2(O); (8) Inventory located at a vendor's location or with a consignee which is not subject to a bailee's waiver or other agreement satisfactory to Agent; (9) Inventory located with a warehouseman, bailee, processor or similar third party, unless such Person has executed a waiver of interest satisfactory to Agent; and (10) unless otherwise agreed to by Agent, Inventory in any location leased by Borrower for which Agent has not received a Landlord Waiver.

"Environmental Laws" shall mean any Laws that address, are related to or are otherwise concerned with environmental, health or safety issues, including any Laws relating to any emissions, releases or discharges of Pollutants into ambient air, surface water, ground water or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, handling, clean-up or control of Pollutants or any exposure or impact on worker health and safety.

"Environmental Liabilities" shall mean any obligations or Liabilities (including any claims, suits or other assertions of obligations or Liabilities) that are:

(a) related to environmental, health or safety issues (including on-site or off-site contamination by Pollutants of surface or subsurface soil or water, and occupational safety and health); and

(b) based upon or related to (i) any provision of past, present or future US or foreign Environmental Law (including CERCLA and RCRA), common law or treaty of which the US is a signatory, or (ii) any judgment, order, writ, decree, permit or injunction imposed by any court, administrative agency, tribunal or otherwise.

The term "Environmental Liabilities" includes: (i) fines, penalties, judgments, awards, settlements, losses, damages (including foreseeable and unforeseeable consequential damages), costs, fees (including reasonable attorneys' and consultants' fees), expenses and disbursements; (ii) defense and other responses to any administrative or judicial action (including claims, notice letters, complaints, and other assertions of liability); and (iii) financial responsibility for (1) cleanup costs and injunctive relief, including any Removal, Remedial or other Response actions, and natural resource damages, and (2) any other compliance or remedial measures.

"EPA" shall mean the United States Environmental Protection Agency and any governmental body or agency succeeding to the functions thereof.

"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as the same may from time to time be amended, and the rules and regulations of any Governmental Agency or authority, as from time to time in effect, promulgated thereunder.

"ERISA Affiliate" means any Loan Party and any Person who is a member of a group which is under common control with any Loan Party, who together with any Loan Party is treated as a single employer within the meaning of Section 414 of the IRC.

"Event of Default" has the meaning assigned to that term in Section 7.1.

"Excess Cash Flow" means, for any period, the greater of (a) zero (0); or (b) without duplication, the total of the following for Rocky on a Consolidated Basis, each calculated for such period: (i) EBITDA; plus (ii) tax refunds actually received; less (iii) Capital Expenditures (to the extent actually made in cash and/or due to be made in cash within such period, excluding any Capital Expenditures under or with respect to Capital Leases to the extent of the amount financed thereby, but in no event more than the amount permitted in Section 5.3(E); less (iv) income and franchise taxes paid or accrued excluding any provision for deferred taxes included in the determination of net income; less (v) decreases in deferred income taxes resulting from payments of deferred taxes accrued in prior periods; less (vi) Cash Interest Expense; less (vii) voluntary prepayments made under Section 2.4(C); less (viii) mandatory prepayments from Proceeds of Asset Dispositions made under Section 2.4(B)(2), but only to the extent that the transaction that precipitated the mandatory prepayment increased net income of Borrower, as determined in accordance with GAAP; less (ix) payments of principal paid in cash with respect to all long-term Indebtedness (other than Revolving Loans) and Capital Leases.

"Excess Interest" has the meaning assigned to that term in Section 2.2(C).

"Excluded Property" means any of the following:

(a) any lease (including any fixtures or improvements on the property subject to the lease), license, contract, property right or agreement to which any Loan Party is a party or any of its rights or interests thereunder if and only for so long as the grant of a security interest under this Agreement therein shall constitute or result in a breach, termination or default under any such lease, license, contract, property right or agreement (other than to the extent that any such term would be rendered ineffective pursuant to the UCC of any relevant jurisdiction (including, without limitation, under Sections 9-406, 9-407, 9-408 or 9-409 thereof) or any other applicable law or principles of equity); provided that notwithstanding the foregoing (i) no personal property lease, license, contract, property right or agreement or any right or interest thereunder, in each instance, existing on the Closing Date shall constitute Excluded Property unless described on Schedule 1.1, (ii) no Account or money or other amounts due or to become due to any Loan Party under or with respect to any such lease, license, contract, property right or agreement or right or interest thereunder (other than (A) any such property subject to an assignment of rents containing a restriction of the type described above or (B) property described in clauses (d) or (e) of this definition) shall constitute Excluded Property, (iii) no item of tangible property owned by any Loan Party shall constitute Excluded Property unless such item is described in clauses (b), (c) or (f) of this definition, (iv) such lease, license, contract, property right or agreement or right or interest thereunder shall be Excluded Property only to the extent and for so long as the consequences specified above shall result and shall cease to be Excluded Property and shall become subject to the security interest granted under this Agreement, immediately and automatically, at such time as such consequences shall no longer result (including, without limitation and in any event, in the case of any item of tangible property which is the subject of purchase money Indebtedness or other financing permitted hereunder when such financing has been paid in full) and (v) Lenders will be deemed to have, and at all times from and after the date hereof to have had, a security interest in the proceeds of any such Excluded Property to the extent that proceeds of such Excluded Property have come into the possession of any Lender or otherwise constitute a portion of the Collateral;

(b) any Equipment that is subject to a purchase money security interest or Capital Lease, as described on Schedule 1.1, if and only for so long as the grant of a security interest under this Agreement therein shall constitute or result in a breach, termination or default under any applicable purchase money security agreement or Capital Lease agreement (other than to the extent that any such term would be rendered ineffective pursuant to the UCC of any relevant jurisdiction (including, without limitation, under Sections 9-406, 9-407, 9-408 or 9-409 thereof) or any other applicable law or principles of equity);

(c) any real estate owned or leased by the Borrower or its Subsidiaries other than any and all Additional Mortgaged Property;

(d) any life insurance or life insurance policy in which the Borrower or a Subsidiary has an interest;

(e) loans or advances to any officer, director, employee or agent permitted by this Agreement; and

(f) Inventory not located in the US, Canada or Puerto Rico, and Intellectual Property issued under the Laws of a country other than the US or any state thereof.

"Federal Funds Effective Rate" means, for any day, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the immediately following Business Day by the Board of Governors of the Federal Reserve System as the Federal Funds Rate or Federal Reserve Statistical Release H.15(519) entitled "Selected Interest Rates" or any successor publication of the Federal Reserve System reporting the Federal Funds Effective Rate or its equivalent or, if such rate is not published for any Business Day, the average of the quotations for the day of the requested Loan received by Agent from three Federal funds brokers of recognized standing selected by Agent.

"Financial Projections" shall have the meaning assigned to such term in Section 4.1(C)(iv).

"Financial Statements" shall have the meaning assigned to such term in Section 4.1(C)(i).

"Fiscal Year" means each twelve (12) month period ending on the last day of December in each year, as modified in accordance with Section 5.2(N).

"Fixed Charge Coverage Ratio" shall mean, for any period, the ratio of EBITDA less Capital Expenditures of Rocky on a Consolidated Basis during such period to Fixed Charges during such period.

"Fixed Charges" shall mean, for any period, and each calculated for such period (without duplication) with respect to Rocky on a Consolidated Basis, the sum of (a) cash interest expense; (b) scheduled payments of principal with respect to all Indebtedness; (c) any cash payment of income or franchise taxes included in the determination of net income, excluding any provision for deferred taxes; and (d) payment of deferred taxes relating to income and franchise taxes accrued in any prior period.

"Foreign Lender" has the meaning assigned to that term in Section 2.9(C).

"Foreign Subsidiary" means, with respect to any Person, a Subsidiary of such Person, which Subsidiary is not incorporated or otherwise organized under the laws of a State of the US.

"Funding Date" means the date of each funding of a Loan or issuance of a Lender Letter of Credit.

"GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board that are applicable to the circumstances as of the date of determination.

"GMAC CF" has the meaning assigned to that term in the third WHEREAS clause of this Agreement.

"GMAC Transactions" shall mean the incurrence of the Obligations by the Loan Parties and the advancing of the Loans and issuance of Lender Letters of Credit, all as contemplated by this Agreement and the Loan Documents.

"Governmental Authorities" shall mean any federal, state or municipal court or other governmental department, commission, board, bureau, agency or instrumentality, governmental or quasi-governmental, domestic or foreign.

"Guarantor" has the meaning assigned to that term in the third WHEREAS clause of this Agreement.

"Guaranty" shall mean any guaranty of the payment or performance of any Indebtedness or other obligation and any other arrangement whereby credit is extended to one obligor on the basis of any promise of another Person, whether that promise is expressed in terms of an obligation to pay the Indebtedness of such obligor, or to purchase an obligation owed by such obligor, or to purchase goods and services from such obligor pursuant to a take-or-pay contract, or to maintain the capital, working capital, solvency or general financial condition of such obligor, whether or not any such arrangement is reflected on the balance sheet of such other Person, firm or corporation, or referred to in a footnote thereto, but shall not include (i) endorsements of items for collection in the ordinary course of business and (ii) obligations, warranties and indemnities incurred in the ordinary course of Business in connection with the sale of Inventory and not in respect of Indebtedness of any Person. For the purpose of all computations made under this Agreement, the amount of a Guaranty in respect of any obligation shall be deemed to be equal to the maximum aggregate amount of such obligation or, if the Guaranty is limited to less than the full amount of such obligation, the maximum aggregate potential liability under the terms of the Guaranty.

"Indebtedness" shall mean, for any Person at the time of any determination, without duplication, all obligations, contingent or otherwise, of such Person that, in accordance with GAAP, should be classified upon the balance sheet of such Person as indebtedness, but in any event including: (i) all obligations for borrowed money, (ii) all obligations arising from installment purchases of property or representing the deferred purchase price of property or services in respect of which such Person is liable, contingently or otherwise, as obligor or otherwise (other than trade payables and other current Liabilities incurred in the ordinary course of business on terms customary in the trade), (iii) all obligations evidenced by notes, bonds, debentures, acceptances or instruments, or arising out of letters of credit or bankers' acceptances issued for such Person's account, (iv) all obligations, whether or not assumed, secured by any Lien or payable out of the proceeds or production from any property or assets now or hereafter owned or acquired by such Person, (v) all obligations for which such Person is obligated pursuant to a Guaranty which are classified under GAAP as indebtedness, (vi) the capitalized portion of lease obligations under Capitalized Leases, (vii) all obligations for which such Person is obligated pursuant to any Interest Rate Protection Agreements or derivative agreements or arrangements, (viii) all factoring arrangements and (ix) all obligations of such Person upon which interest charges are customarily paid or accrued.

"Indemnified Liabilities" has the meaning assigned to that term in Section 10.2.

"Indemnities" has the meaning assigned to that term in Section 10.2.

"Intangible Assets" means all intangible assets (determined in conformity with GAAP) including, without limitation, goodwill, Intellectual Property, Software, licenses, organizational costs, deferred amounts, covenants not to compete, unearned income and restricted funds.

"Intellectual Property" means, collectively, all: Copyrights, Patents and Trademarks.

"Intercreditor Agreement" means that certain Intercreditor Agreement dated as of the Closing Date to be executed by ACFS, in a form acceptable to Agent.

"Interest Period" means, in connection with each LIBOR Loan, an interest period which Borrowing Agent shall elect to be applicable to such Loan, which Interest Period shall be either a one (1), two (2), three (3), or six (6) month period; provided that:

(1) the initial Interest Period for any LIBOR Loan shall commence on the Funding Date of such Loan;

(2) in the case of successive Interest Periods, each successive Interest Period shall commence on the day on which the immediately preceding Interest Period expires;

(3) if an Interest Period expiration date is not a Business Day, such Interest Period shall expire on the next succeeding Business Day; provided that if any Interest Period expiration date is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Business Day;

(4) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to part (5) below, end on the last Business Day of a calendar month;

(5) no Interest Period shall extend beyond the Termination Date;

(6) no Interest Period for any portion of Term Loan A shall extend beyond the date of the final Scheduled Installment thereof;

(7) no Interest Period may extend beyond a scheduled principal payment date of any Loan, unless the aggregate principal amount of such Loan that is a Base Rate Loan or that has Interest Periods expiring on or before such scheduled principal payment date equals or exceeds the principal amount required to be paid on such Loan on such scheduled principal payment date; and

(8) there shall be no more than five (5) Interest Periods relating to LIBOR Loans outstanding at any time.

"Interest Rate" has the meaning assigned to that term in Section 2.2(A).

"Interest Rate Protection Agreement" means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or similar agreement or arrangement designed to protect Loan Parties against fluctuations in interest rates.

"Interest Ratio" has the meaning assigned to that term in Section 9.8(A)(3)(d).

"Interest Settlement Date" has the meaning assigned to that term in Section 9.8(A)(4).

"Investment" as applied to any Person shall mean the amount paid or agreed to be paid or loaned, advanced or contributed to other Persons, and in any event shall include, without limitation, (i) any direct or indirect purchase or other acquisition of any notes, obligations, instruments, stock, securities or ownership interest (including partnership interests and joint venture interests) and (ii) any capital contribution to any other Person

"IRC" means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute and all rules and regulations promulgated thereunder.

"Issuing Lender" has the meaning assigned to that term in Section 2.1(F)(2).

"Landlord Waiver" shall mean a letter in form and substance acceptable to the Agent and executed by a landlord in respect of Personal Property of the Loan Parties located at any leased premises of the Loan Parties pursuant to which such landlord, among other things, waives or subordinates to Agent any Lien such landlord may have in respect of such Personal Property, acknowledges the Liens of the Agent, and permits the Agent access to and use of such premises.

"Laws" shall mean all US and foreign federal, state or local statutes, laws, rules, regulations, ordinances, codes, policies, rules of common law, and the like, now or hereafter in effect, including any judicial or administrative interpretations thereof, and any judicial or administrative orders, consents, decrees or judgments

"Lender" or "Lenders" has the meaning assigned to that term in the Recitals section of this agreement.

"Lender Letter of Credit" has the meaning assigned to that term in Section 2.1(E).

"Letter of Credit Liability" means, all reimbursement and other liabilities of Loan Parties or any of their respective Subsidiaries with respect to each Lender Letter of Credit, whether contingent or otherwise, including: (a) the amount available to be drawn or which may become available to be drawn; (b) all amounts which have been paid or made available by any Lender issuing a Lender Letter of Credit or any bank issuing a Bank Letter of Credit to the extent not reimbursed; and (c) all unpaid interest, fees and expenses related thereto.

"Letter of Credit Reserve" means, at any time, an amount equal to (a) the aggregate amount of Letter of Credit Liability with respect to all Lender Letters of Credit outstanding at such time plus, without duplication, (b) the aggregate amount theretofore paid by Agent or any Lender under Lender Letters of Credit and not debited to the Revolving Loan pursuant to Section 2.1(E)(2) or otherwise reimbursed by Borrowers.

"Letter of Non-Exemption" has the meaning assigned to that term in Section 2.9(C).

"Liabilities" shall have the meaning given that term in accordance with GAAP and shall include, without limitation, Indebtedness.

"LIBOR" means, for each Interest Period, a rate per annum equal to:

(1) the offered rate for deposits in U.S. dollars in an amount comparable to the amount of the applicable Loan in the London interbank market for the relevant Interest Period which is published by the British Bankers' Association and currently appears on the Dow Jones Telerate Page 3750 as of 11:00 a.m. (London time) on the day which is two (2) Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period; provided, however, that if such a rate ceases to be available to Agent on that or any other source from the British Bankers' Association, LIBOR shall be equal to a rate per annum equal to the average rate (rounded upwards, if necessary, to the nearest 1/100 of 1%) at which Agent determines that U.S. dollars in an amount comparable to the amount of the applicable Loans are being offered to prime banks at approximately 11:00 a.m. (London time) on the day which is two (2) Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period for settlement in immediately available funds by leading banks in the London interbank market selected by Agent; divided by

(2) a number equal to one (1.0) minus the maximum reserve percentages (expressed as a decimal fraction) (including, without limitation, basic, supplemental, marginal and emergency reserves under any regulations of the Board of Governors of the Federal Reserve System or other governmental authority having jurisdiction with respect thereto, as now and from time to time in effect) for Eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in Regulation D of such Board) which are required to be maintained by any Lender by the Board of Governors of the Federal Reserve System; such rate to be rounded upwards, if necessary, to the nearest 1/100 of 1%. LIBOR shall be adjusted automatically on and as of the effective date of any change in any such reserve percentage.

"LIBOR Loans" means at any time that portion of the Loans bearing interest at rates determined by reference to LIBOR.

"Lien" means any lien, mortgage, pledge, security interest, charge or encumbrance of any kind, whether voluntary or involuntary (including any conditional sale or other title retention agreement, any lease in the nature thereof, and any agreement to give any security interest.

"Loan" or "Loans" means an advance or advances under the Term Loan A Commitment or the Revolving Loan Commitment.

"Loan Documents" means this Agreement and all other documents, instruments and agreements executed by or on behalf of any Loan Party and delivered concurrently herewith or at any time hereafter to or for Agent or any Lender in connection with the Loans, any Lender Letter of Credit, and any other transaction contemplated by this Agreement, all as amended, restated, supplemented or modified from time to time.

"Loan Party" means each of Borrower and Guarantor and each Subsidiary of Borrower which is or becomes a Borrower or Guarantor pursuant to the terms of this Agreement or pursuant to any Loan Document.

"Loan Year" means each period of twelve (12) consecutive months commencing on the Closing Date and on each anniversary thereof.

"London Banking Day" means any day on which dealings in deposits in U.S. dollars are transacted in the London Interbank market.

"Manage" and "Management" shall mean generation, production, handling, distribution, processing, use, storage, treatment, operation, transportation, recycling, reuse and/or disposal, as those terms are defined in CERCLA, RCRA and other Environmental Laws (including as those terms are further defined, construed, or otherwise used in rules, regulations, standards, guidelines and publications issued pursuant to, or otherwise in implementation of, such Environmental Laws).

"Material Adverse Change" shall mean any change that has a Material Adverse Effect.

"Material Adverse Effect" means a material adverse effect upon (a) the business, operations, prospects, properties, assets or condition (financial or otherwise) of the Loan Parties taken as a whole or (b) the ability of Parent or EJ Footwear, or the Loan Parties taken as a whole, to perform its (or their) obligations under any Loan Document to which it is (or they are) a party or (c) the ability of Agent or any Lender to enforce or collect any of the Obligations.

"Material Contracts" shall have the meaning assigned to such term in Section 4.1(Y).

"Material License Agreements" shall mean and include each of the following: (a) Trademark License Agreement between Georgia Boot, as Licensee and W.L Gore & Associates ("Gore"), W.L. Gore & Associates Gmbh, and Japan Gore-Tex, Inc., collectively as Licensor, dated May 20, 2002, (b) Trademark License Agreement between Rocky, as Licensee and Gore, as Licensor, dated July 11, 2001 and (c) Certified Manufacturer Agreement between Rocky and Gore dated July 11, 2001.

"Maximum Rate" has the meaning assigned to that term in Section 2.2(C).

"Maximum Revolving Loan Amount" means, as of any date of determination, the lesser of (a) the aggregate of the Revolving Loan Commitments of all Lenders less the sum of the Letter of Credit Reserve and (b) the Borrowing Base less the sum of the Letter of Credit Reserve.

"Mortgage" means each of the mortgages, deeds of trust, leasehold mortgages, leasehold deeds of trust, collateral assignments of leases or other real estate security documents delivered by any Loan Party to Agent, on behalf of Agent and Lenders, with respect to Additional Mortgaged Property, all in form and substance satisfactory to Agent.

"Multiemployer Plan" shall mean a multiemployer plan (within the meaning of Section 3(37) of ERISA) that is maintained for the benefit of the employees of the Loan Parties or any member of the Controlled Group or an ERISA Affiliate.

"Nelsonville Office" shall mean the real property and improvements consisting of approximately 5000 square feet of office space, owned by Parent at premises having the address 294 South Harper Street, Nelsonville, Ohio.

"Nelsonville Warehouse" shall mean the real property and improvements constituting Parent's former distribution facility, having the address 296 South Harper Street, Nelsonville, Ohio.

"Net Cash Proceeds" shall mean the proceeds, received in cash or cash equivalents, of any applicable Asset Disposition, minus (i) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by such obligated party in connection therewith (in each such case, paid to non-Affiliates), (ii) transfer taxes, (iii) amounts payable to holders of Liens (to the extent such Liens constitute Permitted Liens hereunder and such Liens are senior to the Liens of Agent and the Lenders), if any, on the property subject to the Asset Disposition to the extent the documentation governing such senior Liens required such payment to such holders upon such Asset Disposition and (iv) an appropriate reserve for income taxes in accordance with GAAP in connection therewith.

"Net Orderly Liquidation Percentage" means, with respect to any class of Inventory of a Borrower at any time, the ratio (expressed as a percentage) computed by dividing (i) (x) if such percentage is being determined on the Closing Date or on any date prior to the first delivery of an appraisal of such Borrower's Inventory (containing such class of Inventory) conducted pursuant to Section 2.3(C), the net recovery value of such class of Inventory of such Borrower (which in any event shall give effect to all costs and expenses of liquidation), as set forth in such appraisal of such Borrower's Inventory (containing such class of Inventory) delivered to Agent prior to the Closing Date and (y) if such percentage is being determined on or after the date of the first delivery of an appraisal of such Borrower's Inventory (containing such class of Inventory) conducted pursuant to Section 2.3(C), the net recovery value of such class of Inventory of such Borrower (which in any event shall give effect to all costs and expenses of liquidation), as set forth in the appraisal of such Borrower's Inventory (containing such class of Inventory) most recently delivered to Agent pursuant to Section 2.3(C) by (ii) the value of such class of Inventory of such Borrower, valued at net book value, as set forth in the corresponding appraisal.

"Non-Recurring Charges" shall mean the sum of the aggregate amount of fees, expenses, financing costs and other expenses incurred in connection with the Transactions, to the extent paid substantially contemporaneously with, on or about the Closing Date.

"Note" or "Notes" means the Revolving Notes and the Term A Notes, each appropriately completed and in the form of Exhibit E.

"Note Purchase Agreement" means the Note Purchase Agreement dated as of January 6, 2005 by and among Loan Parties, ACFS and certain Purchasers named therein pursuant to which each Term Note B shall have been issued, as amended, restated, supplemented or otherwise modified from time to time in accordance with the provisions of this Agreement and the Intercreditor Agreement.

"Note Purchase Documents" means the Note Purchase Agreement, the Security Documents (as defined therein) and each Term Note B.

"Notice of Borrowing" means a notice duly executed by an authorized representative of Borrower appropriately completed and in the form of Exhibit F.

"Obligations" means all Liabilities and other obligations of every nature of each Loan Party from time to time owed to Agent or to any Lender under the Loan Documents (whether incurred before or after the Termination Date) including, without limitation, the principal amount of all debts, claims and indebtedness, accrued and unpaid interest and all fees, costs and expenses, whether primary, secondary, direct, contingent, fixed or otherwise, heretofore, now and/or from time to time hereafter owing pursuant to any Loan Document, due or payable including, without limitation, all interest, fees, cost and expenses accrued or incurred after the filing of any petition under any bankruptcy or insolvency law.

"Organizational Schedule" has the meaning assigned to that term in Section 4.1(A).

"Parent" has the meaning assigned to that term in the introductory paragraph of this Agreement.

"Parent SEC Reports" has the meaning assigned to that term in Section 4.1(Z).

"Patent Security Agreement" means any Patent Security Agreement executed and delivered by each Loan Party to Agent, as the same may be amended and in effect from time to time.

"Patents" means collectively all of the following: (a) all patents and patent applications including, without limitation, those listed on any schedule to any Patent Security Agreement and the inventions and improvements described and claimed therein, and patentable inventions; (b) the reissues, divisions, continuations, renewals, extensions and continuations-in-part of any of the foregoing; (c) all income, royalties, damages and payments now or hereafter due and/or payable under any of the foregoing or with respect to any of the foregoing, including, without limitation, damages and payments for past, present and future infringements of any of the foregoing; (d) the right to sue for past, present and future infringements of any of the foregoing; and (e) all rights corresponding to any of the foregoing throughout the world.

"PBGC" shall mean the Pension Benefit Guaranty Corporation established pursuant to Title IV of ERISA, or any other Governmental Authority succeeding to the functions thereof.

"Permitted Investment" shall have the meaning assigned to such term in Section 5.2(H).

"Permitted Liens" shall have the meaning assigned to such term in Section 5.2(B).

"Person" means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and governments and agencies and political subdivisions thereof.

"Personal Property" shall mean, with respect to any Loan Party, now owned or hereafter acquired goods, merchandise, machinery, Equipment, furniture, fixtures, Inventory and other personal property, wherever located, of any kind, nature or description, and all documents of title or other documents representing them.

"Plan" shall mean any employee benefit plan (within the meaning of Section 3(3) of ERISA) established or maintained by any of the Loan Parties or any member of the Controlled Group or any ERISA Affiliate or any such Plan to which any Loan Party or any ERISA Affiliate or member of the Controlled Group is required to contribute on behalf of any of its employees.

"Pollutant" shall include any "hazardous substance" and any "pollutant or contaminant" as those terms are defined in CERCLA; any "hazardous waste" as that term is defined in RCRA; and any "hazardous material" as that term is defined in the Hazardous Materials Transportation Act (49 U.S.C. Section 1801 et seq.), as amended (including as those terms are further defined, construed, or otherwise adopted in rules, regulations or standards, promulgated pursuant to, or otherwise in implementation of, said Environmental Laws); and including without limitation any petroleum product or byproduct, solvent, flammable or explosive material, radioactive material, asbestos, polychlorinated biphenyls ("PCBs"), dioxins, dibenzofurans, heavy metals, and radon gas; and including any other substance or material that is reasonably determined to present a threat, hazard or risk to human health or the environment.

"Pro Forma Balance Sheet" shall have the meaning assigned to such term in Section 4.1(C)(iii).

"Pro Rata Share" means (a) with respect to matters relating to a particular Commitment of a Lender, the percentage obtained by dividing (i) such Commitment of that Lender by (ii) all such Commitments of all Lenders and (b) with respect to all other matters, the percentage obtained by dividing (i) the Total Loan Commitment of a Lender by (ii) the Total Loan Commitments of all Lenders, in either (a) or (b), as such percentage may be adjusted by assignments permitted pursuant to Section 9.5; provided, however, if any Commitment is terminated pursuant to the terms hereof, then "Pro Rata Share" means the percentage obtained by dividing (x) the aggregate amount of such Lender's outstanding Loans related to such Commitment by (y) the aggregate amount of all outstanding Loans related to such Commitment.

"Properties and Facilities" shall have the meaning assigned to such term in Section 4.1(Q).

"Proprietary Rights" shall mean all right, title, and interest in the following intellectual property, including both statutory and common law rights: (i) copyrights in published and unpublished works, and all applications, registrations and renewals relating thereto; (ii) registered or unregistered trademarks, service marks, domain names, logos, trade dress and other source or business identifiers, and the goodwill associated therewith; (iii) patents, patent applications, and other patent or industrial property rights in any country; and (iv) trade secrets, confidential or proprietary information, inventions, ideas, designs, concepts, compilations of information, methods, techniques, procedures, processes, and know-how, whether or not patentable patents, trademarks, trade names, service marks, copyrights, inventions, production methods, licenses, formulas, know-how and trade secrets, regardless of whether such are registered with any Governmental Authorities, including applications therefor.

"RCRA" shall mean the Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.), as amended, and all rules, regulations, standards, guidelines, and publications issued thereunder.

"Register" has the meaning assigned to that term in Section 9.5(E).

"Related Fund" shall mean, with respect to any Lender, a fund or other investment vehicle that invests in commercial loans and is managed by such Lender or by the same investment advisor that manages such Lender or by an Affiliate of such investment advisor.

"Release" shall mean any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, depositing, or disposing into the indoor or outdoor environment, or into or out of any property, including the abandonment or discarding of barrels, containers, and other closed receptacles containing any Pollutant.

"Removal," "Remedial" and "Response" actions shall include the types of activities "covered" by CERCLA, RCRA, and other comparable Environmental Laws, and whether the activities are those that might be taken by a government entity or those that a government entity or any other person might seek to require of waste generators, handlers, distributors, processors, users, storers, treaters, owners, operators, transporters, recyclers, reusers, disposers, or other persons under "removal," "remedial," or other "response" actions.

"Reportable Event" shall mean any of the events that are reportable under Section 4043 of ERISA and the regulations promulgated thereunder, other than an occurrence for which the thirty (30) day notice contained in 29 C.F.R. Section 2615.3(a) is waived.

"Replacement Lender" has the meaning assigned to that term in Section 2.11(A).

"Requisite Lenders" means Lenders, (other than a Defaulting Lender), holding or being responsible for more than 50% of the sum of the (a) outstanding Loans, (b) Letter of Credit Reserve and (c) unutilized Commitments of all Lenders which are not Defaulting Lenders.

"Revolving Advance" means each advance made by Lender(s) under the Revolving Loan Commitment pursuant to Section 2.1 (A).

"Revolving Loan" means the outstanding balance of all Revolving Advances and any amounts added to the principal balance of the Revolving Loan pursuant to this Agreement.

"Revolving Loan Commitment" means (a) as to any Lender, the commitment of such Lender to make Revolving Advances pursuant to Section 2.1 (A), and to purchase participations in Lender Letters of Credit pursuant to Section 2.1(E) in the aggregate amount set forth on the signature page of this Agreement opposite such Lender`s signature or in the most recent Assignment and Acceptance Agreement, if any, executed by such Lender and (b) as to all Lenders, the aggregate commitment of all Lenders to make Revolving Advances and to purchase participations in Lender Letters of Credit. Any reduction of the aggregate Revolving Loan Commitment pursuant to Section 2.4(C) shall reduce each Lender's respective Revolving Loan Commitment on a Pro Rata Basis.

"Revolving Note" means each promissory note of Borrower in form and substance reasonably acceptable to Agent, issued to evidence the Revolving Loan Commitments.

"Rocky on a Consolidated Basis" means the consolidation, in accordance with GAAP, of the financial accounts of Parent and its Subsidiaries.

"Scheduled Installment" has the meaning assigned to that term in Section 2.1(B).

"S&P" shall have the meaning assigned to such term in Section 5.2(H)(ii).

"SEC" shall mean the Securities and Exchange Commission and any governmental body or agency succeeding to the functions thereof.

"Securities Act" shall mean the Securities Act of 1933, as amended.

"Senior Debt" means all Indebtedness of Rocky