AMENDMENT NO. 4 TO LOAN AND SECURITY AGREEMENT AND WAIVER

Exhibit 10.1

AMENDMENT NO. 4

TO

LOAN AND SECURITY AGREEMENT

AND WAIVER

     THIS AMENDMENT NO. 4 AND WAIVER (“Amendment No. 4 and Waiver”) is entered into as of November 8, 2006, by and among ROCKY BRANDS, INC., a corporation organized and existing under the laws of the State of Ohio, LIFESTYLE FOOTWEAR, INC., a corporation organized and existing under the laws of the State of Delaware, EJ FOOTWEAR LLC, a limited liability company organized and existing under the laws of the State of Delaware, HM LEHIGH SAFETY SHOE CO. LLC, a limited liability company organized and existing under the laws of the State of Delaware, GEORGIA BOOT LLC, a limited liability company organized and existing under the laws of the State of Delaware, GEORGIA BOOT PROPERTIES LLC, a limited liability company organized and existing under the laws of the State of Delaware, DURANGO BOOT COMPANY LLC, a limited liability company organized and existing under the laws of the State of Delaware, NORTHLAKE BOOT COMPANY LLC, a limited liability company organized and existing under the laws of the State of Delaware, LEHIGH SAFETY SHOE CO. LLC, a limited liability company organized and existing under the laws of the State of Delaware, LEHIGH SAFETY SHOE PROPERTIES LLC, a limited liability company organized and existing under the laws of the State of Delaware (the foregoing entities, jointly and severally, “Borrower”), the financial institutions party thereto (each a “Lender” and collectively, the “Lenders”), and GMAC COMMERCIAL FINANCE LLC, as administrative agent and sole lead arranger for the Lenders (in such capacities, the “Agent”).

BACKGROUND

     Borrowers, Agent and Lenders are parties to a Loan and Security Agreement dated as of January 6, 2005 (as amended by Amendment No. 1 to Loan and Security Agreement and Consent dated as of January 19, 2005, Amendment No. 2 to Loan and Security Agreement dated as of April 30, 2006, and Amendment No. 3 to Loan and Security Agreement dated as of June 28, 2006 and as further amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”) pursuant to which Agent and Lenders provide Borrowers with certain financial accommodations.

     Borrower has notified Agent and Lenders that certain Events of Default have occurred which are continuing due to(a) the failure of Borrower to comply with the provisions of Section 5.3(B) of the Loan Agreement as a result of Total Leverage Ratio of Rocky on a Consolidated Basis for the four fiscal quarter accounting period ended September 30, 2006 being 3.89 to 1.00, which exceeds the required Total Leverage Ratio for such period of 3.80 to 1.00, (a) the failure of Borrower to comply with the provisions of Section 5.3(C) of the Loan Agreement as a result of EBITDA of Rocky on a Consolidated Basis for the four fiscal quarter accounting period ended September 30, 2006 being $27,364,514, which is less than the required EBITDA for such period of $30,000,000 and (c) the failure of Borrower to comply with the provisions of Section 5.3(D) of the Loan Agreement as a result of the Senior Leverage Ratio of Rocky on a Consolidated

Basis for the four fiscal quarter accounting period ended September 30, 2006 being 3.34 to 1.00, which exceeds the required Senior Leverage Ratio for such period of 3.30 to 1.00 (the “Designated Defaults”). Borrower has requested Agent and Lenders to waive the Designated Defaults, and Agent and Lenders are willing to do so on the terms and conditions set forth herein.

     Borrowers have also requested Lenders to reset certain of the financial covenants, and to amend certain other provisions of the Loan Agreement; Lenders have agreed to effectuate such modifications to the Loan Agreement on the terms and conditions set forth herein;

     NOW, THEREFORE, in consideration of any loan or advance or grant of credit heretofore or hereafter made to or for the account of Borrowers by Agent and Lenders, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

     1.  Definitions . All capitalized terms not otherwise defined herein shall have the meanings given to them in the Loan Agreement.

     2.  Amendment to Loan Agreement . Subject to satisfaction of the conditions precedent set forth in Section 4 below, the Loan Agreement is amended as follows:

          (a) Section 1.1 of the Loan Agreement is amended by inserting the following defined terms in their appropriate alphabetical order:

“Amendment No. 4” shall mean Amendment No. 4 and Waiver to this Agreement dated as of November 8, 2006.

“Amendment No. 4 Closing Date” shall mean the date upon which all of the conditions precedent to the effectiveness of Amendment No. 4 have been satisfied.

          (b) Section 5.3(A) of the Loan Agreement is hereby amended and restated solely to the extent of the accounting periods commencing with the Four Quarters ending December 31, 2006 through and including the Four Quarters ending December 31, 2007 as follows:

     (A) Fixed Charge Coverage . A minimum Fixed Charge Coverage Ratio as of the end of each period set forth below of not less than the respective ratio set forth below:

          (c) Section 5.3(B) of the Loan Agreement is hereby amended and restated solely to the extent of the accounting periods commencing with the Four Quarters ending December 31, 2006 through and including the Four Quarters ending December 31, 2007 as follows:

     (B) Total Leverage . A Total Leverage Ratio as of the end of each period set forth below in a ratio not greater than the respective ratio set forth below:

          (d) Section 5.3(C) of the Loan Agreement is hereby