Second Amendment To Installment Business Loan Note

SECOND AMENDMENT TO INSTALLMENT BUSINESS LOAN NOTE


This Second Amendment to Installment Business Loan Note (the "Amendment"), is made and entered into as of January 28, 1997, by and among Bank One, Columbus, NA, a national banking association, with its principal place of business located at 100 East Broad Street, Columbus, Ohio 43271-0170 (hereinafter the "Bank"), and Rocky Shoes & Boots, Inc., an Ohio corporation ("Rocky Inc."), individually and as successor by merger to Rocky Shoes & Boots Co., an Ohio corporation ("Rocky Co."), Five Star Enterprises Ltd., a Cayman Islands corporation ("Five Star"), and Lifestyle Footwear, Inc., a Delaware corporation ("Lifestyle") (Rocky Inc., Five Star and Lifestyle shall hereinafter be referred to individually as a "Borrower" and collectively as the "Borrowers"), with their principal place of business located at 39 East Canal Street, Nelsonville, Ohio 45764.


Background Information


A. The Borrowers and Rocky Co. executed and delivered to NBD Bank a certain Installment Business Loan Note in the principal amount of $815,000, dated as of May 11, 1994, as amended by a First Amendment to Installment Business Loan Note, dated as of August 11, 1994 (such note, as so amended, the "Note").


B. The Bank purchased the Note from NBD Bank pursuant to a Loan Purchase, Assignment and Master Amendment Agreement dated as of February 1, 1996, and the Note was endorsed payable to the order of the Bank.


C. The Bank and the Borrowers desire to amend the Note, all as hereinafter set forth.


Provisions


NOW, THEREFORE, in consideration of the foregoing, the agreement of the Bank to enter into this Amendment, the agreements and covenants hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Bank and the Borrowers do hereby agree as follows:


Section 1. Amendment of the Note. Effective as of January 28, 1997, the reference to "prime" rate in the first paragraph entitled Promise to Pay on page 1 of the Note shall be amend ...