Exhibit 10.32
AMENDMENT NO. 5
TO
LOAN AND SECURITY AGREEMENT
THIS AMENDMENT NO. 5 (“Amendment No. 5”) is entered into as of January 1, 2007, by and among ROCKY BRANDS, INC. (formerly known as ROCKY SHOES & BOOTS, INC. and successor-in-interest by merger to EJ FOOTWEAR LLC), 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, ROCKY BRANDS WHOLESALE LLC, a limited liability company organized and existing under the laws of the State of Delaware (formerly known as GEORGIA BOOT LLC and successor-in-interest by merger to GEORGIA BOOT PROPERTIES LLC, DURANGO BOOT COMPANY LLC and NORTHLAKE BOOT COMPANY LLC), ROCKY BRANDS RETAIL LLC, a limited liability company organized and existing under the laws of the State of Delaware (formerly known as LEHIGH SAFETY SHOE CO. LLC and successor-in-interest by merger to LEHIGH SAFETY SHOE PROPERTIES LLC and HM LEHIGH SAFETY SHOE CO. LLC) (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, Amendment No. 3 to Loan and Security Agreement dated as of June 28, 2006, Amendment No. 4 to Loan and Security Agreement dated as of November 8, 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.
Borrowers have informed Agent and Lenders of the following mergers and name changes (the “Mergers and Reorganization”), each effective on or about the date hereof, and have requested Lenders to consent to the amendment and restatement of Schedules 4.1(A), 4.1(D), 4.1(Q), 4.1(R), 5.2(B), 6.1(K) and 6.1(Q) of the Loan Agreement which give effect to the Mergers and Reorganization (the “Revised Schedules”):
| | · | EJ Footwear LLC will merge with and into Rocky Brands, Inc., whereby EJ Footwear LLC will cease to exist and Rocky Brands, Inc. will survive; |
| | · | Georgia Boot Properties LLC, Durango Boot Company LLC and Northlake Boot Company LLC will merge with and into Georgia Boot LLC, whereby Georgia Boot Properties LLC, Durango Boot Company LLC and Northlake Boot Company LLC will cease to exist and Georgia Boot LLC, under the new name of Rocky Brands Wholesale LLC, will survive; |
| | · | Lehigh Safety Shoe Properties LLC will merge with and into Lehigh Safety Shoe Co. LLC, whereby Lehigh Safety Shoe Properties LLC will cease to exist and Lehigh Safety Shoe Co. LLC will survive; and |
| | · | HM Lehigh Safety Shoe Co. LLC will merge with and into Lehigh Safety Shoe Co. LLC, whereby HM Lehigh Safety Shoe Co. LLC will cease to exist and Lehigh Safety Shoe Co. LLC, under the new name of Rocky Brands Retail LLC, will survive. |
Lenders have agreed to accept the Revised Schedules and effectuate such other modifications to the Loan Agreement on the terms and conditions set forth herein.
Borrowers have also requested Lenders to agree to make available LIBOR Loans of a duration of either one, two or three weeks, in each case, however, bearing interest as if the respective Interest Period was of a one month duration. Lenders have agreed to this modification 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 3 below, the Loan Agreement is amended as follows:
(a) The introductory paragraph to the Loan Agreement is hereby amended and restated as follows:
THIS AGREEMENT is dated as of January 6, 2005 and entered into among ROCKY BRANDS, INC. (formerly known as ROCKY SHOES & BOOTS, INC. and successor-in-interest by merger to EJ FOOTWEAR LLC), 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, ROCKY BRANDS WHOLESALE LLC, a limited liability company organized and existing under the laws of the State of Delaware (formerly known as GEORGIA BOOT LLC and successor-in-interest by merger to GEORGIA BOOT PROPERTIES LLC, DURANGO BOOT COMPANY LLC and NORTHLAKE BOOT COMPANY LLC), ROCKY BRANDS RETAIL LLC, a limited liability company organized and existing under the laws of the State of Delaware (formerly known as LEHIGH SAFETY SHOE CO. LLC and successor-in-interest by merger to LEHIGH SAFETY SHOE PROPERTIES LLC and HM LEHIGH SAFETY SHOE CO. LLC) (the foregoing entities, 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”), GMAC COMMERCIAL FINANCE LLC, a Delaware limited liability company (in its individual capacity, “GMAC CF”), as administrative agent and sole lead arranger for the Lenders (in such capacities, the “Agent”) and BANK OF AMERICA, N.A., as syndication agent (in such capacity, the “Syndication Agent”).
(b) The introductory paragraph to the definition of “Interest Period” appearing in Section 1.1 of the Loan Agreement is hereby amended and restated as follows:
“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) a one (1), two (2), three (3), or six (6) month period or (b) a one (1), two (2) or three (3) week period; provided in each case that:
(c) The introductory paragraph to the definition of “LIBOR” appearing in Section 1.1 of the Loan Agreement is hereby amended and restated as follows:
“LIBOR” means, for each Interest Period (provided that in the case of any Interest Period having a duration of one (1), two (2) or three (3) weeks, the Interest Period with respect thereto for purposes of this definition of LIBOR shall mean one (1) month), a rate per annum equal to:
(d) Schedules 4.1(A), 4.1(D), 4.1(Q), 4.1(R), 5.2(B), 6.1(K) and 6.1(Q) of the Loan Agreement are hereby amended and restated by the corresponding Schedules to Amendment No. 5.
3. Conditions of Effectiveness. This Amendment No. 5 shall become effective upon satisfaction of the following conditions precedent:
(a) Agent shall have received eight (8) copies of this Amendment No. 5 duly executed by each Borrower and each Lender;
(b) Agent shall have received true and correct copies of all documents and certificates by and among Borrowers reflecting the Mergers and Reorganization and certified copies of all documentation issued by the Secretary of the State of Delaware, and, where applicable, the Secretary of the State of Ohio, relating thereto; and
(c) Agent shall have received opinions of counsel from counsel to each Borrower in form and substance satisfactory to Agent with respect to the Mergers and Reorganization.
4. Representations and Warranties. Each Borrower hereby represents and warrants as follows:
(a) This Amendment No. 5 and the Loan Agreement, as amended hereby, constitute legal, valid and binding obligations of Borrowers and are enforceable against each Borrower in accordance with their respective terms.
(b) Upon the effectiveness of this Amendment No. 5, each Borrower hereby reaffirms all covenants, representations and warranties made in the Loan Agreement to the extent the same are not amended hereby, and agrees that all such covenants, representations and warranties shall be deemed to have been remade as of the effective date of this Amendment No. 5, except to the extent any such representation or warranty expressly relates to an earlier date.
(c) No Event of Default or Default has occurred and is continuing or would exist after giving effect to this Amendment No. 5.
(d) No Borrower has any defense, counterclaim or offset with respect to the Loan Agreement.
(e) The issuance of this Amendment No. 5 is permitted pursuant to all applicable law and all material agreements, documents and instruments to which any Borrower is a party or by which any of their respective properties or assets are bound.
5. Effect on the Loan Agreement.
(a) Upon the effectiveness of Section 2 hereof, each reference in the Loan Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Loan Agreement as amended hereby.
(b) Except as specifically amended herein, the Loan Agreement, and all other documents, instruments and agreements executed and/or delivered in connection therewith, shall remain in full force and effect, and are hereby ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment No. 5 shall not operate as a waiver of any right, power or remedy of Agent or Lenders, nor constitute a waiver of any provision of the Loan Agreement, or any other documents, instruments or agreements executed and/or delivered under or in connection therewith.
6. Release. Each Borrower hereby acknowledges and agrees that: (a) neither it nor any of its Affiliates has any claim or cause of action against Agent or any Lender (or any of their respective Affiliates, officers, directors, employees, attorneys, consultants or agents) and (b) Agent and each Lender has heretofore properly performed and satisfied in a timely manner all of its obligations to Borrowers under the Loan Agreement and the other Loan Documents. Notwithstanding the foregoing, Agent and the Lenders wish (and Borrowers agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect any of the Agent's and the Lenders' rights, interests, security and/or remedies under the Loan Agreement and the other Loan Documents. Accordingly, for and in consideration of the agreements contained in this Amendment and other good and valuable consideration, each Borrower (for itself and its Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the "Releasors") does hereby fully, finally, unconditionally and irrevocably release and forever discharge Agent and each Lender and each of their respective Affiliates, officers, directors, employees, attorneys, consultants and agents (collectively, the "Released Parties") from any and all debts, claims, obligations, damages, costs, attorneys' fees, suits, demands, liabilities, actions, proceedings and causes of action, in each case, whether known or unknown, contingent or fixed, direct or indirect, and of whatever nature or description, and whether in law or in equity, under contract, tort, statute or otherwise, which any Releasor has heretofore had or now or hereafter can, shall or may have against any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done on or prior to the effective date of Amendment No. 5 arising out of, connected with or related in any way to this Amendment No. 5, the Loan Agreement or any other Loan Document, or any act, event or transaction related or attendant thereto, or the agreements of Agent or any Lender contained therein, or the possession, use, operation or control of any of the assets of any Borrower, or the making of any Advance, or the management of such Advance or the Collateral.
7. Governing Law. This Amendment No. 5 shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and shall be governed by and construed in accordance with the laws of the State of New York.
8. Headings. Section headings in this Amendment No. 5 are included herein for convenience of reference only and shall not constitute a part of this Amendment No. 5 for any other purpose.
9. Counterparts; Facsimile. This Amendment No. 5 may be executed by the parties hereto in one or more counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same agreement. Any signature delivered by a party by facsimile or electronic transmission (including in “pdf” format) shall be deemed to be an original signature hereto.
[BALANCE OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, this Amendment No. 5 has been duly executed as of the day and year first written above.
| ROCKY BRANDS, INC. |
| LIFESTYLE FOOTWEAR, INC. |
| ROCKY BRANDS WHOLESALE LLC |
| ROCKY BRANDS RETAIL LLC |
| |
| By: | /s/ James E. McDonald |
| Name: | James E. McDonald |
| Title: | Chief Financial Officer of each of the |
| | foregoing Borrowers |
| |
| GMAC COMMERCIAL FINANCE LLC |
| |
| By: | /s/ Thomas Brent |
| Name: Thomas Brent |
| Title: Director |
| |
| BANK OF AMERICA, N.A. |
| |
| By: | /s/ William J. Wilson |
| Name: William J. Wilson |
| Title: Vice President |
| |
| CHARTER ONE BANK, N.A. |
| |
| By: | /s/ James G. Zamborsky |
| Name: James G. Zamborsky |
| Title: Vice President |
| |
| PNC BANK, NATIONAL ASSOCIATION |
| |
| By: | /s/ Peter Redington |
| Name: Peter Redington |
| Title: A.V.P. |
| |
| COMERICA BANK |
| |
| By: | /s/ Harold Dalton |
| Name: Harold Dalton |
| Title: Vice President |
SCHEDULES TO AMENDMENT NO. 5 TO LOAN AND SECURITY AGREEMENT
Dated as of January 1, 2007
| Schedule 4.1(A) | Organizational Schedule |
| Schedule 4.1(D) | Capitalization Schedule |
| Schedule 4.1(Q) | Properties Schedule |
| Schedule 4.1(R) | Intellectual Property Schedule |
| Schedule 5.2(B) | Permitted Liens Schedule |
| Schedule 6.1(K) | Deposit Accounts |
| Schedule 6.1(Q) | Names and Locations |
SCHEDULE 4.1(A)
Organizational Schedule
| Name | | Principal Place of Business | | Qualified to do Business | | Subsidiaries |
| Rocky Brands, Inc., an Ohio corporation | | 39 East Canal Street Nelsonville, OH 45764 | | OH and VA | | Lifestyle Footwear, Inc. Rocky Brands Wholesale LLC Five Star Enterprises Ltd. Rocky Canada, Inc. Rocky Brands Retail LLC |
| Lifestyle Footwear, Inc., a Delaware corporation | | Road 125 KM 3.8 BO Pueblo Industrial Park Moca, PR 00676-0728 | | DE and Puerto Rico | | None |
Rocky Brands Wholesale LLC, a Delaware limited liability company | | 235 Noah Drive Franklin, TN 37064 | | DE, GA, TN, NY, and OH | | None |
| Rocky Brands Retail LLC, a Delaware limited liability company | | 120 Plaza Drive Vestal, NY 13850 | | DE, KY, OH, NY, CA, MO, MI, NH, KS, SC, GA, PA, NC, LA, CO, IN, TX, TN, HI, WI, IL, FL, MN, UT, VA | | None |
SCHEDULE 4.1(D)
Capitalization Schedule
ROCKY BRANDS, INC. (formerly Rocky Shoes & Boots, Inc.)
Authorized:
| | 1. | 250,000,000 shares of common stock, without par value |
| | 2. | 250,000 shares of voting preferred stock, without par value |
| | 3. | 250,000 shares of non-voting preferred stock, without par value, consisting of: |
| | a. | 125,000 shares of Series A Non-Voting Convertible Preferred Stock |
| | b. | 125,000 shares of Series B Junior Participating Cumulative Preferred Stock |
Issued and Outstanding: only common
Rocky has stock options issued and outstanding under:
| | 2. | 1995 Amended and Restated Stock Option Plan |
| | 3. | 2004 Stock Incentive Plan |
As of September 30, 2006, 543,276 shares are issued and outstanding pursuant to option plans.
Authorized: 3,000 shares of common stock, without par value
Issued and Outstanding: 2,000 shares to Rocky Brands, Inc. (formerly Rocky Shoes & Boots, Inc.), Replacement Certificate No. 3.
Authorized: an unlimited number of common shares
Issued and Outstanding: 100 shares to Rocky Brands, Inc. (formerly Rocky Shoes & Boots, Inc.), Certificate No. 2 for 65 shares and Certificate No. 3 for 35 shares
FIVE STAR ENTERPRISES LTD.
Authorized: 900,000 shares of common stock, valued at One United States Dollar each
Issued and Outstanding: 5,000 shares to Rocky Brands, Inc. (formerly Rocky Shoes & Boots, Inc.), Replacement Certificate No. 6
ROCKY BRANDS WHOLESALE LLC (formerly Georgia Boot LLC prior to merger of Georgia Boot Properties LLC, Durango Boot Company LLC, and Northlake Boot Company LLC with and into Georgia Boot LLC, with name change to Rocky Brands Wholesale LLC)
Authorized: 100 Class A Common Units
Issued and Outstanding: 100 Class A Common Units to Rocky Brands, Inc. (formerly Rocky Shoes & Boots, Inc.), Certificate No. 2
ROCKY BRANDS RETAIL LLC (formerly Lehigh Safety Shoe Co. LLC prior to mergers of Lehigh Safety Shoe Properties LLC with and into Lehigh Safety Shoe Co. LLC and HM Lehigh Safety Shoe Co. LLC with and into Lehigh Safety Shoe Co. LLC, with name change to Rocky Brands Retail LLC)
Authorized: 100 Class A Common Units
Issued and Outstanding: 100 Class A Common Units to Rocky Brands, Inc. (formerly Rocky Shoes & Boots, Inc.), Certificate No. 1
SCHEDULE 4.1(Q)
Properties Schedule
A. Rocky Brands, Inc. (formerly Rocky Shoes & Boots, Inc.)
1. Owned Real Property
39 East Canal Street
Nelsonville, OH 45764
(mortgaged to General Electric Capital Business Asset Funding Corporation)
2. Leased Real Property – None
B. Lifestyle Footwear, Inc.
1. Owned Real Property – None
2. Leased Real Property
Road 125 KM 3.8 BO Pueblo Industrial Park
Moca, PR 00676-0728
C. Rocky Brands Wholesale LLC (formerly Georgia Boot LLC)
1. Owned Real Property
37601 Rocky Boots Way
Logan, OH 43138
2. Leased Real Property
235 Noah Drive
Franklin, TN 37064
Office
Denver Merchandise Mart
451 East 58th Street
Showrooms 3529 & 4435
Denver, CO 80216
D. Rocky Brands Retail LLC (formerly Lehigh Safety Shoe Co. LLC)
1. Owned Real Property
45 East Canal Street
Nelsonville, OH 45764
901 Franklin Street E
Endicott, NY 13761
2. Leased Real Property
120 Plaza Dr.
Vestal, NY
Office
12545 Laramie Avenue, Unit 11-B
Alsip, IL 60803
9038 N. IH-35, Suite A
Austin, TX 78753
5001 & 5021 West 161st Street
Brook Park, OH 44142
Unit E, 400 Northeast Dr.
Columbia, SC 29203
7250 Bandini Blvd., Unit 102
Commerce, CA 90040
4413 Empire Way
Westland Commerce Center II
Lansing, MI 48917
3890 Kipling, Unit K
Wheat Ridge, CO 80033
2945 S. Miami Blvd., Suite 120
Durham, NC 27703
Suite 103
Powerline Business Center
5601 N.W. 9th Avenue
Fort Lauderdale, FL 33309
284 South Colony Rd.
Route #5
Wallingford, CT 06492
1130 N. Nimitz Highway, Suite A-122
Honolulu, HI 96817
5545 West Raymond Street, Suite C
Indianapolis, IN 46241
3103 Fern Valley Rd., Suite 103
Louisville, KY 40213
2885 Business Park Drive
Airport Business Park
Building E
Memphis, TN 38118
2415 Monroe Road
DePere, WI 54115
4250 44th Avenue, Suite 2
Moline, IL 61265
Three Progress Avenue
Nashua, NH 03062
1412 Antioch Pike, Suite 101
Nashville, TN 37211
5610 Jefferson Highway, C-1
Elmwood Distribution Center
Elmwood, LA 70123
5952 Peachtree Industrial Blvd.
Suite 17
Norcross, GA 30071
7685 Currency Drive
Sand Lake Service Center 2
Orlando, FL 32809
4735 Campbell's Run Road, Space A
Pittsburgh, PA 15205
1331-1333 West 3300 South
West Valley City, UT 84119
1510 Montague Expressway
San Jose, CA 95131
Carr 887 km. 0.6 Victoria Industrial Park
Carolina Commercial Park, Puerto Rico 00987
10 Saratoga Avenue
South Glen Falls, NY 12803
13609 Lakefront Drive
Earth City, MO 63045
445 Etna Street, Suite 56, 57b
St. Paul, MN 55106
6103 E. Malloy Rd.
E. Syracuse, NY 13057
Corporex Plaza
3904 Corporex Park Drive
Suite 101A
Tampa, FL 33619
1927 S. West Street, Suite B
Wichita, KS 67213
34-23 38th Street
Long Island City, NY 11101
47 Bridge Street
Corning, NY 14830
Commercial Center
2229 E. Division
Arlington, TX 76011
1707 Center Street
Deer Park, TX 77536
SCHEDULE 4.1(R)
Intellectual Property Schedule
ROCKY BRANDS, INC. (formerly ROCKY SHOES & BOOTS, INC.)
FEDERAL TRADEMARK APPLICATIONS AND REGISTRATIONS
Mark | | Serial. No./Reg. No. | | Filing Date/Reg. Date | | Comments |
ALPHAFORCE | | Ser. No. 78/098664 Reg. No. 2766744 | | Filed 12/17/01 Reg. 9/23/03 | | |
AOG | | Serial No. 75/010045 Reg. No. 2166173 | | Filed 10/24/95 Reg. 6/16/98 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
AQUA GUARD | | Ser. No. 75/786424 Reg. No. 2538542 | | Filed 8/27/99 Reg. 2/12/02 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
BEAR CLAW | | Ser. No. 74/662553 Reg. No. 1974865 | | Filed 4/18/95 Reg. 5/21/96 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
CAMO-TEK | | Ser. No. 75/603250 Reg. No. 2534492 | | Filed 12/10/98 Reg. 1/29/02 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
CORNSTALKERS | | Ser. No. 74/541038 Reg. No. 1897612 | | Filed 6/22/94 Reg. 6/6/95 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
DESIGN (Boot) | | Ser. No. 78/520734 Reg. No. 3057432 | | Filed 11/22/04 Reg. 2/7/06 | | |
DURANGO MUSTANG | | Ser. No. 77/054878 | | Filed 12/1/06 | | |
FIRSTMED | | Ser. No. 76/109464 Reg. No. 2595571 | | Filed 8/15/00 Reg. 7/16/02 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
FORMZ | | Ser. No. 75/674579 Reg. No. 2466342 | | Filed 4/5/99 Reg. 7/3/01 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
G (Stylized) | | Ser. No. 76/182533 Reg. No. 2967416 | | Filed 12/18/00 Reg. 7/12/05 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
GATES (Stylized) | | Ser. No. 73/464729 Reg. No. 1319524 | | Filed 2/8/84 Reg. 2/12/85 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
Mark | | Serial. No./Reg. No. | | Filing Date/Reg. Date | | Comments |
GATES (stylized) | | Ser. No. 76/186743 Reg. No. 2743239 | | Filed 12/27/00 Reg. 7/29/03 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
GATES GLOVES | | Ser. No. 73/194276 Reg. No. 1174311 | | Filed 11/22/78 Reg 10/20/81 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
GATES LITE (stylized) | | Ser. No. 73/606294 Reg. No. 1439249 | | Filed 6/25/86 Reg. 5/12/87 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
GATES ULTRA LITE (stylized) | | Ser. No. 73/778191 Reg. No. 1558154 | | Filed 2/2/89 Reg. 9/26/89 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
INTER-FLEX | | Ser. No. 78/655300 | | Filed 6/21/05 | | |
INTER FLX | | Ser. No. 78/720437 | | Filed 9/26/05 | | |
LONGBEARD | | Ser. No. 75/566549 Reg. No. 2515692 | | Filed 10/5/98 Reg. 12/4/01 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
PRO-HIKER | | Ser. No. 78/471685 | | Filed 8/23/04 | | Assigned to GMAC Financial, LLC 2/2/05 |
PROHUNTER | | Ser. No. 75/533954 Reg. No. 2820566 | | Filed 8/10/98 Reg. 3/9/04 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
PROHUNTER | | Ser. No. 77/022459 | | Filed 10/17/06 | | |
ROCKY | | Ser. No. 73/797529 Reg. No. 1577871 | | Filed 5/1/89 Reg. 1/16/90 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
ROCKY and Design | | Ser. No. 75/670045 Reg. No. 2538870 | | Filed 3/29/99 Reg. 2/19/02 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
ROCKY and Design | | Ser. No. 75/671246 Reg. No. 2538872 | | Filed 3/29/99 Reg. 2/19/02 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
ROCKY and Design | | Ser. No. 76/519218 Reg. No. 2898894 | | Filed 5/19/03 Reg. 11/2/04 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
ROCKY 911 SERIES | | Ser. No. 74/073129 Reg. No. 3132278 | | Filed 4/14/05 Reg. 8/22/06 | | |
ROCKY BOOTS and Design | | Ser. No. 73/313429 Reg. No. 1313519 | | Filed 6/5/81 Reg. 1/8/85 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
Mark | | Serial. No./Reg. No. | | Filing Date/Reg. Date | | Comments |
ROCKY and Design | | Ser. No. 75/977717 Reg. No. 2200673 | | Filed 5/15/95 Reg. 10/27/98 | | Assigned to GMAC Business Credit, LLC 9/26/00 |
ROCKY ELMINATOR | | Ser. No. 76/111663 Reg. No. 2587482 | | Filed 8/17/00 Reg. 7/2/02 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
SAWBLADE | | Ser. No. 78/086747 Reg. No. 2730726 | | Filed 10/3/01 Reg. 6/24/03 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
SILENTHUNTER | | Ser. No. 78/135127 Reg. No. 2982826 | | Filed 6/12/02 Reg. 8/9/05 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
SILENTHUNTER | | Ser. No. 75/566533 Reg. No. 2553070 | | Filed 10/5/98 Reg. 3/26/02 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
SMART GLOVE BY GATES | | Ser. No. 76/345733 | | Filed 12/4/01 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
SNOW STALKER | | Ser. No. 74/663746 Reg. No. 1955171 | | Filed 4/20/95 Reg. 2/6/96 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
STALKERS | | Ser. No. 74/541039 Reg. No. 1975747 | | Filed 6/22/94 Reg. 5/28/96 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
TAC•TEAM | | Ser. No. 75/565836 Reg. No. 2307328 | | Filed 10/6/98 Reg. 1/11/00 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
TECHNO-RIDE | | Ser. No. 77/002482 | | Filed 9/19/06 | | |
TRAILBLADE | | Ser. No. 78/720442 | | Filed 9/26/05 | | |
TRIAD (stylized) | | Ser. No. 73/720906 Reg. No. 1537440 | | Filed 4/7/88 Reg. 5/2/89 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
WILD WOLF | | Ser. No. 78/079724 Reg. No. 2642990 | | Filed 8/17/01 Reg. 10/29/02 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
WILD WOLF | | Ser. No. 78/079843 Reg. No. 2760278 | | Filed 8/17/01 Reg. 9/2/03 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
WOODS N'WORK | | Ser. No. 77/048951 | | Filed 11/21/06 | | |
WORKSMART | | Ser. No. 77/030309 | | Filed 10/26/06 | | |
XSP | | Ser. No. 78/647155 | | Filed 6/9/05 | | |
ROCKY BRANDS, INC. (formerly ROCKY SHOES & BOOTS, INC.)
FEDERAL PATENTS AND PATENT APPLICATIONS
Title | | Patent No. | | Issue Date | | Exp Date | | App. ”No. | | Filing Date |
WATERPROOF FOOTWEAR LINER AND METHOD OF MAKING THE SAME Inventors: Allen G. Sheets, Richard Finney | | | | | | | | 10/237001 | | 9/6/02 |
FOOTWEAR SOLE WITH INTEGRAL DISPLAY ELEMENT Inventors: Mike Brooks, Allen G. Sheets | | 6539646 | | 4/1/03 | | 1/11/21 | | 09/758583 | | 1/11/01 |
WATERPROOF FOOTWEAR LINER AND METHOD OF MAKING SAME Inventors: Allen G. Sheets, Richard Finney | | 6446360 | | 9/10/02 | | 4/9/21 | | 09/829422 | | 4/9/01 |
PACK BOOT WITH RETRACTABLE CRAMPONS Inventor: Sang Rok Seo | | 6360455 | | 3/26/02 | | 5/12/20 | | 09/569643 | | 5/12/00 |
WATERPROOF BREATHABLE GLOVES Inventors: Chuck Dinatale | | 5682613 | | 11/4/97 | | 7/25/17 | | 08/279958 | | 7/25/94 |
SHOE SOLE (impact pod) Inventor: Mark Recchi | | D507398S | | 7/19/05 | | 7/19/19 | | 29/205245 | | 5/11/04 |
SHOE SOLE (retr) Inventor: Mark Recchi | | D509346S | | 9/13/05 | | 9/13/19 | | 29/185759 | | 7/1/03 |
SHOE SOLE (rk-v) Inventor: Mark Recchi | | D507694S | | 7/26/05 | | 7/26/19 | | 29/185757 | | 7/1/03 |
SHOE SOLE (ventor) Inventor: Mark Recchi | | D498350 | | 11/16/04 | | 11/16/18 | | 29/185801 | | 7/1/03 |
Title | | Patent No. | | Issue Date | | Exp Date | | App. No. | | Filing Date |
SHOE SOLE (rkt) Inventor: Mark Recchi | | D498042 | | 11/9/04 | | 11/9/18 | | 29/185758 | | 7/1/03 |
SHOE SOLE (rk-z) Inventor: Mark Recchi | | D495476 | | 9/7/04 | | 9/7/18 | | 29/193649 | | 11/12/03 |
SHOE SOLE (rk/ac) Inventor: Mark Recchi | | D489884 | | 5/18/04 | | 5/18/18 | | 29/181678 | | 5/14/03 |
SHOE SOLE (polar trac) Inventor: Mark Recchi | | D489881 | | 5/18/04 | | 5/18/18 | | 29/185794 | | 7/1/03 |
SOLE SOLE (sawblade) Inventor: Mark Recchi | | D478714 | | 8/26/03 | | 8/26/17 | | 29/157533 | | 3/21/02 |
SHOE SOLE Inventor: Mark Recchi | | D474586 | | 5/20/03 | | 5/20/17 | | 29/163315 | | 7/2/02 |
SHOE SOLE (rkl outsole) Inventor: Mark Recchi | | D471696 | | 3/18/03 | | 3/18/17 | | 29/156225 | | 2/26/02 |
SHOE SOLE (bobcat outsole) Inventors: Mark Recchi, Allen Sheets | | D468517 | | 1/14/03 | | 1/14/17 | | 29/156224 | | 2/26/02 |
SHOE SOLE (knobby outsole) Inventors: Mark Recchi, Allen Sheets | | D468081 | | 1/7/03 | | 1/7/17 | | 29/156254 | | 2/26/02 |
SHOE UPPER (7590) Inventors: Richard Finney | | D467715 | | 12/31/02 | | 12/31/16 | | 29/149427 | | 10/10/01 |
SHOE SOLE Inventors: Jamie Zimmer, Allen Sheets | | D448147 | | 9/25/01 | | 9/25/15 | | 29/136811 | | 2/7/01 |
BOOT UPPER WITH DETACHABLE HOLSTER Inventors: James R. Carey, Charles S. Brooks | | D447619 | | 9/11/01 | | 9/11/15 | | 29/130656 | | 10/4/00 |
SHOE UPPER Inventors: Denis Norton, Diana A. Wurfbain | | D424797 | | 5/16/00 | | 5/16/14 | | 29/092425 | | 8/19/98 |
Title | | Patent No. | | Issue Date | | Exp Date | | App. No. | | Filing Date |
SHOE UPPER Inventors: Mike Brooks, Edgar H. Simpson, Theodore A. Kastner, Diana A. Wurfbain | | D422783 | | 4/18/00 | | 4/18/14 | | 29/098204 | | 12/23/98 |
SHOE SOLE Inventors: Denis Norton, Diana A. Wurfbain | | D412777 | | 8/17/99 | | 8/17/13 | | 29/092423 | | 8/19/98 |
SHOE UPPER Inventors: Mike Brooks, Edgar H. Simpson, Theodore A. Kastner, Diana A. Wurfbain | | D410141 | | 5/25/99 | | 5/25/13 | | 29/080764 | | 12/15/97 |
SHOE UPPER (7258) Inventors: Mike Brooks, Edgar H. Simpson, Theodore A. Kastner, Diana A. Wurfbain | | D407198 | | 3/30/99 | | 3/30/13 | | 29/080749 | | 12/15/97 |
SHOE UPPER (7562) Inventors: Mike Brooks, Edgar H. Simpson, Theodore A. Kastner, Diana A. Wurfbain | | D407197 | | 3/30/99 | | 3/30/13 | | 29/077174 | | 9/29/97 |
SHOE UPPER (911-139) Inventors: Mike Brooks, Edgar H. Simpson, Theodore A. Kastner, Diana A. Wurfbain | | D407196 | | 3/30/99 | | 3/30/13 | | 29/077173 | | 9/29/97 |
SHOE SOLE (prohunter) Inventors: Denis Norton, Diana A. Wurfbain | | D402798 | | 12/22/98 | | 12/22/12 | | 29/084098 | | 2/24/98 |
SHOE UPPER (844) Inventors: Mike Brooks, Edgar H. Simpson, Theodore A. Kastner, Diana A. Wurfbain | | D402099 | | 12/8/98 | | 12/8/12 | | 29/077188 | | 9/29/97 |
SHOE SOLE (bear claw) Inventors: Mike Brooks, Edgar H. Simpson, Theodore A. Kastner, Diana A. Wurfbain | | D401746 | | 12/1/98 | | 12/1/12 | | 29/058393 | | 8/14/96 |
SHOE UPPER (8444) Inventors: Mike Brooks, Edgar H. Simpson, Theodore A. Kastner, Diana A. Wurfbain | | D401401 | | 11/24/98 | | 11/24/12 | | 29/077641 | | 9/29/97 |
Title | | Patent No. | | Issue Date | | Exp Date | | App. No. | | Filing Date |
SHOE UPPER (9163) Inventors: Mike Brooks, Edgar H. Simpson, Theodore A. Kastner, Diana A. Wurfbain | | D401400 | | 11/24/98 | | 11/24/12 | | 29/077187 | | 9/29/97 |
SHOE UPPER (1761) Inventors: Mike Brooks, Edgar H. Simpson, Theodore A. Kastner, Diana A. Wurfbain | | D400699 | | 11/10/98 | | 11/10/12 | | 29/073407 | | 7/8/97 |
SHOE SOLE (alpha) Inventors: Mike Brooks, Edgar H. Simpson, Theodore A. Kastner, Diana A. Wurfbain | | D395742 | | 7/7/98 | | 7/7/12 | | 29/054776 | | 5/21/96 |
SHOE SOLE (tuff terrainer) Inventors: Diana A. Wurfbain, Theodore A. Kastner | | D394542 | | 5/26/98 | | 5/26/12 | | 29/054777 | | 5/21/96 |
SHOE UPPER (winter trails nylon) Inventors: Mike Brooks, Edgar H. Simpson, Theodore A. Kastner, Diana A. Wurfbain | | D386294 | | 11/18/97 | | 11/18/11 | | 29/055442 | | 6/4/96 |
SHOE UPPER (winter trails propex) Inventors: Mike Brooks, Edgar H. Simpson, Theodore A. Kastner, Diana A. Wurfbain | | D386293 | | 11/18/97 | | 11/18/11 | | 29/055441 | | 6/4/96 |
SHOE UPPER (winter trails leather) Inventors: Mike Brooks, Edgar H. Simpson, Theodore A. Kastner, Diana A. Wurfbain | | D386292 | | 11/18/97 | | 11/18/11 | | 29/055440 | | 6/4/96 |
SHOE UPPER (winter trails eco pile) Inventors: Mike Brooks, Edgar H. Simpson, Theodore A. Kastner, Diana A. Wurfbain | | D385992 | | 11/11/97 | | 11/11/11 | | 29/055444 | | 6/4/96 |
SHOE UPPER (outback sizzler) Inventors: Mike Brooks, Edgar H. Simpson, Theodore A. Kastner, Diana A. Wurfbain | | D385991 | | 11/11/97 | | 11/11/11 | | 29/055443 | | 6/4/96 |
Title | | Patent No. | | Issue Date | | Exp Date | | App. No. | | Filing Date |
SHOE UPPER (tuff terrainer) Inventors: Mike Brooks, Edgar H. Simpson, Theodore A. Kastner, Diana A. Wurfbain | | D384195 | | 9/30/97 | | 9/30/11 | | 29/054747 | | 5/21/96 |
SHOE UPPER (tuff terrainer oxford) Inventors: Mike Brooks, Edgar H. Simpson, Theodore A. Kastner, Diana A. Wurfbain | | D380891 | | 7/15/97 | | 7/15/11 | | 29/054739 | | 5/21/96 |
SHOE UPPER (alpha boot) Inventors: Mike Brooks, Edgar H. Simpson, Theodore A. Kastner, Diana A. Wurfbain | | D380599 | | 7/8/97 | | 7/8/11 | | 29/054748 | | 5/21/96 |
SHOE UPPER (stalker expedition) Inventors: Mike Brooks, Edgar H. Simpson, Theodore A. Kastner, Diana A. Wurfbain | | D380598 | | 7/8/97 | | 7/8/11 | | 29/054742 | | 5/21/96 |
SHOE UPPER (prof demi boot) Inventors: Mike Brooks, Edgar H. Simpson, Theodore A. Kastner, Diana A. Wurfbain | | D380597 | | 7/8/97 | | 7/8/11 | | 29/054740 | | 5/21/96 |
SHOE UPPER (outback oxford) Inventors: Mike Brooks, Edgar H. Simpson, Theodore A. Kastner, Diana A. Wurfbain | | D380596 | | 7/8/97 | | 7/8/11 | | 29/054741 | | 5/21/96 |
SHOE UPPER (snow stalker extreme) Inventors: Mike Brooks, Edgar H. Simpson, Theodore A. Kastner, Diana A. Wurfbain | | D376684 | | 12/24/96 | | 12/24/10 | | 29/035556 | | 3/2/95 |
SHOE UPPER (snow stalker hunter) Inventors: Mike Brooks, Edgar H. Simpson, Theodore A. Kastner, Diana A. Wurfbain | | D369019 | | 4/23/96 | | 4/23/10 | | 29/035560 | | 3/2/95 |
Title | | Patent No. | | Issue Date | | Exp Date | | App. No. | | Filing Date |
SHOE UPPER (winter trails) Inventors: Mike Brooks, Edgar H. Simpson, Theodore A. Kastner, Diana A. Wurfbain | | D369018 | | 4/23/96 | | 4/23/10 | | 29/035559 | | 3/2/95 |
SHOE UPPER (snow stalker) Inventors: Mike Brooks, Edgar H. Simpson, Theodore A. Kastner, Diana A. Wurfbain | | D368797 | | 4/16/96 | | 4/16/10 | | 29/035563 | | 3/2/95 |
SHOE UPPER (super stalker) Inventors: Mike Brooks, Edgar H. Simpson, Theodore A. Kastner, Diana A. Wurfbain | | D368361 | | 4/2/96 | | 4/2/10 | | 29/029890 | | 10/18/94 |
SHOE UPPER (the brute) Inventors: Mike Brooks, Edgar H. Simpson, Theodore A. Kastner, Diana A. Wurfbain | | D367354 | | 2/27/96 | | 2/27/10 | | 29/031067 | | 11/16/94 |
SHOE UPPER (outback khaki) Inventors: Mike Brooks, Edgar H. Simpson, Theodore A. Kastner, Diana A. Wurfbain | | D367165 | | 2/20/96 | | 2/20/10 | | 29/031068 | | 11/16/94 |
ROCKY BRANDS, INC. (formerly ROCKY SHOES & BOOTS, INC.)
FEDERAL COPYRIGHT APPLICATIONS AND REGISTRATIONS
Title of Work | | Reg. No. | | Reg. Date | | Comments |
Rocky Ram | | VA-810-954 | | 8/26/96 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
Rocky Shoes & Boots Partnering for Wildlife Conservation | | VA 1-239-611 | | 7/28/03 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
ROCKY BRANDS, INC. (formerly EJ FOOTWEAR LLC)
FEDERAL TRADEMARK APPLICATIONS AND REGISTRATIONS
Mark | | Serial. No./Reg. No. | | Filing Date/Reg. Date | | Comments |
ADVANTA-FLEX | | Ser. No. 76/435112 Reg. No. 2783005 | | Filed 7/29/02 Reg 11/11/03 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
ASTRO and Design | | Ser. No. 72/301213 Reg. No. 862801 | | Filed 6/24/68 Reg 12/31/68 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
BARCLAY (stylized) | | Ser. No. 71/550334 Reg. No. 516495 | | Filed 2/21/48 Reg 10/18/49 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
BEACON STRATEGIC RESOURCING | | Ser. No. 76/362852 Reg. No. 2759986 | | Filed 1/24/02 Reg 9/2/03 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
BOOTS UNLIMITED | | Ser. No. 76/203030 Reg. No. 2515098 | | Filed 1/31/01 Reg 12/4/01 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
CHIEFTAN | | Ser. No. 72/248946 Reg. No. 831865 | | Filed 6/27/66 Reg 7/11/67 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
COOL NOTES (stylized) | | Ser. No. 72/245916 Reg. No. 826943 | | Filed 5/18/66 Reg 4/4/67 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
EJ and Design | | Ser. No. 73/742972 Reg. No. 1530972 | | Filed 7/29/88 Reg 3/21/89 | | Assigned from Endicott Johnson Corporation 7/11/00 |
FARM MASTERS | | Ser. No. 73/365988 Reg. No. 1250453 | | Filed 5/24/82 Reg 9/6/83 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
FLX-POINT | | Ser. No. 76/470052 Reg. No. 2789949 | | Filed 11/25/02 Reg 12/2/03 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
PARACORD (stylized) | | Ser. No. 71/277699 Reg. No. 256338 | | Filed 1/8/29 Reg 5/14/29 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
PARACREPE (stylized) | | Ser. No. 71/225084 Reg. No. 212124 | | Filed 12/23/25 Reg 4/27/26 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
PONDEROSA | | Ser. No. 72/189568 Reg. No. 781810 | | Filed 3/25/64 Reg 12/15/64 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
Mark | | Serial. No./Reg. No. | | Filing Date/Reg. Date | | Comments |
SIGNATURE TOUR QUALITY FOOTWEAR and Design | | Ser. No. 73/678670 Reg. No. 1504024 | | Filed 8/17/87 Reg 9/13/88 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
SPORTSET | | Ser. No. 72/289087 Reg. No. 871822 | | Filed 1/18/68 Reg 6/24/69 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
TORQUE SUSPENSION SYSTEM | | Ser. No. 76/478609 Reg. No. 2801594 | | Filed 12/27/02 Reg 12/30/03 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
TRAIL KING | | Ser. No. 72/306050 Reg. No. 873081 | | Filed 8/27/68 Reg 7/15/69 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
ROCKY BRANDS, INC. (formerly EJ FOOTWEAR LLC)
FEDERAL PATENTS AND PATENT APPLICATIONS
Title | | Patent No. | | Issue Date | | Exp Date | | App. No. | | Filing Date |
OUTSOLE Inventor: Jeffrey Raymond Rake | | D447856 | | 9/18/01 | | 9/18/15 | | 29/982 | | 1/22/01 |
ROCKY BRANDS WHOLESALE LLC (formerly GEORGIA BOOT LLC)
FEDERAL TRADEMARK APPLICATIONS AND REGISTRATIONS
Mark | | Serial. No./Reg. No. | | Filing Date/Reg. Date | | Comments |
ARCTIC TOE | | Ser. No. 76/212102 Reg. No. 2664307 | | Filed 2/20/01 Reg 12/17/02 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
BARNSTORMERS and Design | | Ser. No. 75/605525 Reg. No. 2421991 | | Filed 12/7/98 Reg 1/16/01 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
CLIMATRAC | | Ser. No. 76/579105 Reg. No. 2978004 | | Filed 3/4/04 Reg. 7/26/05 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
COMFORT CORE | | Ser. No. 74/175689 Reg. No. 1689129 | | Filed 6/13/91 Reg 5/26/92 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
Mark | | Serial. No./Reg. No. | | Filing Date/Reg. Date | | Comments |
CONSTRUX | | Ser. No. 76/606797 | | Filed 8/10/04 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
D.TECH (stylized) | | Ser. No. 75/544917 Reg. No. 2288942 | | Filed 8/31/98 Reg 10/26/99 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
DURANGO | | Ser. No. 72/198549 Reg. No. 790751 | | Filed 7/27/64 Reg 6/8/65 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
DURANGO and Design | | Ser. No. 75/084007 Reg. No. 2304436 | | Filed 4/4/96 Reg 12/28/99 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
DURANGO | | Ser. No. 75/712688 Reg. No. 2562205 | | Filed 5/24/99 Reg 4/16/02 | | Assigned from Georgia Boot Inc. 8/30/00 |
DURANGO and Design | | Ser. No. 75/912800 Reg. No. 2660084 | | Filed 2/8/00 Reg 12/10/02 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
FARM & RANCH | | Ser. No. 74/294738 Reg. No. 1758465 | | Filed 7/16/92 Reg 3/16/93 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
FIELD LITE | | Ser. No. 76/635028 Reg. No. 3133612 | | Filed 4/4/05 Reg. 8/22/06 | | |
GEORGIA BOOT | | Ser. No. 73/420215 Reg. No. 1333323 | | Filed 4/5/83 Reg 4/30/85 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
GEORGIA GIANT | | Ser. No. 76/581605 | | Filed 3/17/04 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
GEORGIA WORKWEAR | | Ser. No. 76/635029 | | Filed 4/4/05 | | |
MUD DOG and Design | | Ser. No. 75/605540 Reg. No. 2421992 | | Filed 12/7/98 Reg 1/16/01 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
NORTHLAKE | | Ser. No. 73/215438 Reg. No. 1154957 | | Filed 5/14/79 Reg 5/19/81 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
PROTECH (stylized) | | Ser. No. 76/579106 Reg. No. 3052222 | | Filed 3/4/04 Reg. 1/31/06 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
Mark | | Serial. No./Reg. No. | | Filing Date/Reg. Date | | Comments |
SHADES OF THE OLD WEST | | Ser. No. 74/294739 Reg. No. 1758466 | | Filed 7/16/92 Reg 3/16/93 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
SNAKE RIVER | | Ser. No. 74/541041 Reg. No. 1919870 | | Filed 6/22/94 Reg 9/19/95 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
X-10 | | Ser. No. 73/883183 | | Filed 5/15/06 | | |
ROCKY BRANDS WHOLESALE LLC (formerly GEORGIA BOOT LLC)
FOREIGN TRADEMARK REGISTRATIONS
COMFORT CORE - (Canada)
COMFORT CORE - (Taiwan)
DURANGO - (Japan)
DURANGO BOOT (Canada)
DURANGO - (France)
DURANGO - (Switzerland)
DURANGO - (Canada)
DURANGO - (CTM)
FARM & RANCH - (Australia)
GEORGIA BOOT - (Portugal)
GEORGIA BOOT - (Spain)
GEORGIA BOOT - (Canada)
GEORGIA BOOT - (Italy)
GEORGIA BOOT and
Design (Large male character with
GEORGIA BOOT on the body) (Japan)
GEORGIA BOOT - (Norway)
GEORGIA BOOT - (CTM)
MUD DOG - (Canada)
(Stylized)
NORTHLAKE - (Canada)
NORTHLAKE - (France)
NORTHLAKE - (Germany)
NORTHLAKE - (Great Britain)
NORTHLAKE - (Italy)
NORTHLAKE - (Japan)
NORTHLAKE - (Norway)
NORTHLAKE - (Spain)
NORTHLAKE - (Switzerland)
NORTHLAKE - (Taiwan)
ROCKY BRANDS WHOLESALE LLC (formerly GEORGIA BOOT LLC)
FEDERAL PATENTS AND PATENT APPLICATIONS
Title | | Patent No. | | Issue Date | | Exp Date | | App. No. | | Filing Date |
SAFETY SHOE Inventor: David Mitchell | | 6581304 | | 6/24/03 | | 12/29/19 | | 09/474179 | | 12/29/99 |
SHOE WITH INSOLE AS PART SOLE FILLER AND METHOD OF MAKING SAME Inventors: Sven E. Oberg, David P. Mitchell | | 6560901 | | 5/13/03 | | 5/13/20 | | 08/332275 | | 10/31/94 |
FOOTWEAR WITH MOLDED WEB PLATFORM FOR ATTACHING OUTSOLE Inventor: David Mitchell | | 6338205 | | 1/15/02 | | 12/29/19 | | 09/474224 | | 12/29/99 |
SHOE WITH INSOLE AS PART SOLE FILLER AND METHOD OF MAKING SAME Inventors: Sven E. Oberg, David P. Mitchell | | 6321464 | | 11/27/01 | | 11/27/18 | | 08/463843 | | 6/5/95 |
CUSHIONED FOOTWEAR AND APPARATUS FOR MAKING THE SAME Inventors: William C. Johnson, Jr., William G. Thomas | | 6145220 | | 11/14/00 | | 11/22/15 | | 08/562009 | | 11/22/95 |
METHOD FOR PRECISELY PERFORATING AN OPENING IN FOOTWEAR Inventors: Howard A. Hoffman; Ronald E. Pottorff; Lavert F. Sneed; William G. Thomas | | 5924345 | | 7/20/99 | | 8/14/16 | | 08/696618 | | 8/14/96 |
OUTSOLE Inventor: David Mitchell | | D493952 | | 8/10/04 | | 8/10/18 | | 29/164377 | | 7/22/02 |
U.S. Patent Application No. 09/977463 (Boot with oversized toe box for thermal insulation)
U.S. Patent Application No. 11/009421 (Shoe with insole as part sole filler and method for making the same)**
U.S. Patent Application No. 10/799395 (Footwear with improved insole)
U.S. Design Patent Application No. 29/194,981 (Outsole)
ROCKY BRANDS WHOLESALE LLC (formerly GEORGIA BOOT LLC)
FOREIGN PATENTS
Canada Patent No. 2,188,847 (Cushioned footwear and apparatus for making the same )
Mexico Patent No. 204081 (Cushioned footwear and apparatus for making the same )
People’s Republic of China Patent No. ZL 96123386.9 (Cushioned footwear and apparatus for making the same )
Canada Patent No. 2,059,761 (Shoe with insole as part sole filler and method for making same)**
Mexico Patent No. 186564 (Shoe with insole as part sole filler and method for making same)**
People’s Republic of China Patent No.92100616 (Shoe with insole as part sole filler and method for making same)**
Taiwan Patent No. No. 056563 (Shoe with insole as part sole filler and method for making same)**
**owned jointly with RoSearch, Inc.
ROCKY BRANDS RETAIL LLC (formerly LEHIGH SAFETY SHOE CO. LLC)
FEDERAL TRADEMARK APPLICATIONS AND REGISTRATIONS
Mark | | Serial. No./Reg. No. | | Filing Date/Reg. Date | | Comments |
FIT FOR SAFETY | | Ser. No. 75/823689 Reg. No. 2628723 | | Filed 10/15/99 Reg 10/1/02 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
FIT FOR WORK | | Ser. No. 75/823688 Reg. No. 2565788 | | Filed 10/15/99 Reg 4/30/02 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
INDUSTRY WORKS IN LEHIGH SAFETY SHOES | | Ser. No. 75/026492 Reg. No. 2011997 | | Filed 11/20/95 Reg 10/29/96 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
L and Design | | Ser. No. 76/610147 Reg. No. 3039424 | | Filed 9/1/04 Reg. 1/10/06 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
LEHIGH | | Ser. No. 73/153033 Reg. No. 1103936 | | Filed 12/22/77 Reg 10/10/78 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
LEHIGH “FOOTSHIELDS” (stylized) | | Ser. No. 72/023484 Reg. No. 658172 | | Filed 1/30/57 Reg 2/4/58 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
LOCKRIM | | Ser. No. 72/178690 Reg. No. 783691 | | Filed 10/10/63 Reg 1/19/65 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
L.S.R. (stylized) | | Ser. No. 75/339713 Reg. No. 2201252 | | Filed 7/24/97 Reg 11/3/98 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
MIRA-LUG | | Ser. No. 73/220929 Reg. No. 1159250 | | Filed 6/25/79 Reg 6/30/81 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
NUGUARD75 (stylized) | | Ser. No. 73/741631 Reg. No. 1530662 | | Filed 7/22/88 Reg 3/21/89 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
PROMISE PLUS | | Ser. No. 75/668090 Reg. No. 2395071 | | Filed 3/25/99 Reg 10/17/00 | | Assigned from Lehigh Safety Shoe Co. 6/17/02 |
SHIELD TOE | | Ser. No. 75/273195 Reg. No. 2153691 | | Filed 3/24/97 Reg 4/28/98 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
Mark | | Serial. No./Reg. No. | | Filing Date/Reg. Date | | Comments |
SLIP GRIPS | | Ser. No. 76/489562 Reg. No. 2891737 | | Filed 2/14/03 Reg 10/5/04 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
SWAMPERS | | Ser. No. 76/063389 Reg. No. 2579908 | | Filed 6/1/00 Reg 6/11/02 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
US 1 and Design | | Ser. No. 76/259815 Reg. No. 2565267 | | Filed 5/18/01 Reg 4/30/02 | | Assigned to GMAC Commercial Finance LLC 2/2/05 |
ROCKY BRANDS RETAIL LLC (formerly LEHIGH SAFETY SHOE CO. LLC)
FEDERAL PATENTS AND PATENT APPLICATIONS
U.S. Patent Application No. 09/875, 542 (Metatarsal Guard)
ROCKY BRANDS RETAIL LLC (formerly LEHIGH SAFETY SHOE CO. LLC)
FOREIGN TRADEMARK REGISTRATIONS
FIT FOR WORK - (Canada)
FIT FOR SAFETY - (Canada)
LEHIGH - (Japan)
LEHIGH - (Mexico)
LEHIGH - (Taiwan)
LEHIGH - (China)
PROMISE PLUS - (Canada)
SCHEDULE 5.2(B)
Permitted Liens Schedule
Liens on real estate in which a Loan Party is lessee
| B. | Rocky Brands, Inc. (formerly Rocky Shoes & Boots, Inc.) |
Secured Party | | Collateral |
| GE Capital Business Asset Funding Corporation | | Real Estate, fixtures and other property in connection with real properties in Athens County and Hocking County, Ohio, including without limitation that collateral further described in Financing Statement numbers AP0207801, AP0207802, AP0231440 filed with the Ohio Secretary of State, Financing Statement number 200000000069/200000000508 filed with the Hocking County, Ohio Recorder, Financing Statement numbers 20000000000-1/20000000000-2 and 20000000000-3 /20000000000-8 filed with the Athens County, Recorder, and in certain Open-End Mortgages, Security Agreements, Assignments of Rents and Leases and Fixture Filings in Hocking and Athens Counties. |
| | | |
Chase Equipment Leasing | | Specific leased equipment, including without limitation warehouse storage units and other collateral further described in Financing Statement numbers AP0163529 and AP0196827 filed with the Ohio Secretary of State and Financing Statement number199900000969/199900006769 filed with the Hocking County, Ohio Recorder. |
| | | |
| GMAC Business Credit LLC | | All business assets |
| | | |
| American | | Leased counter forming machine |
| | | |
| Worthern Industries | | Leased glue machines |
| | | |
| W.L. Gore | | Leased centrifugal testers ES & FS |
| | | |
| Ascom Hasler | | Mail Machine Lease |
| | | |
| Xerox Capital Services LLC | | DocuColor (2); D25OEF12 (2); WCP265 (3); WCP232 (5) |
| C. | Lifestyle Footwear, Inc. |
| GMAC Business Credit LLC | | All business assets |
| | | |
| USM | | Leased cement & seat side lasting and high speed stitch |
| | | |
Manifest Funding (International Absolute) | | Leased ASHL-GPS machine |
| | | |
| W.L. Gore | | Leased seam sealing w/auto tape cutter machines, bootie testing machines, centrifugal tester machine and boot dryer |
| | | |
| Pamco | | Staple side laster; side heal seat laster; inseam trimmer |
| D. | Rocky Brands, Inc. (formerly EJ Footwear LLC) |
| Secured Party | | Collateral |
| Pitney Bowes Credit Corporation | | Leased equipment further described in Financing Statement number 1995001177 filed in Broome County, NY |
| | | |
| Ford Credit | | Leased Ford Ranger truck, s/n 1FTYR44U74PA08512 |
| | | |
| ComSource | | Leased computer equipment described in Financing Statement number U1 1999 000721 filed in Broome County, NY |
| | | |
| DeLage Landen Financial Services, Inc. | | Leased equipment |
| | | |
| Bank of America | | Cash Collateral to secure Bank of America letter of credit in favor of Blue Cross Blue Shield |
| | | |
| Icon Financial | | Canon Printers |
| E. | Rocky Brands Wholesale LLC (formerly Georgia Boot LLC) |
| Secured Party | | Collateral |
| BSFS Equipment Leasing | | Leased equipment under Lease #7119124, UCC file number 20888648 filed with the Delaware Secretary of State |
| | | |
| Ascom Hasler Leasing | | Leased postage meter and mail scale |
| | | |
| Bell South | | Leased telephone/MIS equipment |
| F. | Rocky Brands Retail LLC (formerly Lehigh Safety Shoe Co. LLC) |
| Secured Party | | Collateral |
| Navistar Leasing Company Hardco Leasing Company, Inc. | | Various leased motor vehicles |
| | | |
| Key Equipment Finance | | Various leased motor vehicles |
| | | |
| Lease Plan USA | | Various leased motor vehicles |
SCHEDULE 6.1(K)
Deposit Accounts
Comerica Bank
P.O. Box 75000
Detroit, MI 48275-8149
| Name on Account: | | Rocky Brands, Inc. |
| Type of Account: | | Comerica Operation Account |
| Account Number: | | |
| | | |
| Name on Account: | | Rocky Brands, Inc. |
| Type of Account: | | Comerica Controlled Disbursement Account |
| Account Number: | | |
| | | |
| Name on Account: | | Rocky Brands, Inc. |
| Type of Account: | | Comerica Cash Collateral Account |
| Account Number: | | |
| | | |
| Name on Account: | | Rocky Brands Retail LLC |
| Type of Account: | | Comerica Controlled Disbursement Account |
| Account Number: | | |
First National Bank
11 Public Square
Nelsonville, OH 45764
| Name on Account: | | Rocky Brands, Inc. |
| Type of Account: | | FNB Operating Account |
| Account Number: | | |
| | | |
| Name on Account: | | Rocky Brands, Inc. |
| Type of Account: | | FNB Credit Card Account |
| Account Number: | | |
| | | |
| Name on Account: | | Rocky Brands, Inc. Payroll |
| Type of Account: | | FNB Payroll Account |
| Account Number: | | |
Banco Popular
P.O. Box 362708
San Juan, Puerto Rico 00936-2708
| Name on Account: | | Lifestyle Footwear Inc. |
| Type of Account: | | General Account |
| Account Number: | | |
| | | |
| Name on Account: | | Lifestyle Footwear Inc. |
| Type of Account: | | Payroll Account |
| Account Number: | | |
HSBC Bank USA
243 Main Street
Johnson City, NY 13790
| Name on Account: | | Rocky Brands Retail LLC |
| Type of Account: | | General Account |
| Account Number: | | |
Mellon Bank
Mellon Client Service Center
Room 154-1320
500 Ross Street
Pittsburgh, PA 15262-0001
| Name on Account: | | Rocky Brands Retail LLC |
| Type of Account: | | Lockbox |
| Account Number: | | |
Rocky Brands Retail LLC (formerly Lehigh Safety Shoe Co. LLC) shoe center bank accounts:
(a) 1st National Bank of Scotia Account #
(b) Associated Bank Account #
(c) Banco Popular Bank Account #
| | (d) | Bank of America Account #s |
(e) Bank of Colorado Account #
(f) Bank of Hawaii Account #s
(g) Bank One Account #s
(h) Centura Bank Account #
(i) Chase Bank of Texas Account #
(j) Citizens Bank Account #s
(k) Citywide Bank Account #
(l) Comerica Bank Account #
(m) First Citizens Bank Account #s
(n) First Midwest Bank Account #
(o) Fleet Bank Account #s
(p) Frontenac Bank Account #
(q) Glen Falls National Bank Account #
(r) Key Bank Account #
(s) National City Bank Account #s
(t) PNC Bank Account #
(u) Southeast National Bank Account #
(v) Sun Trust Bank Account #
(w) Wachovia Account #s
(x) Wells Fargo Account #s
(y) Westsound Bank Account #s
(z) Whitney National Bank Account #
(bb) J.P. Morgan Chase Bank Account #
(cc) Chase Bank #
(dd) Anchor Bank #
(ee) Regions Bank #s
(ff) M&T Bank #
SCHEDULE 6.1(Q)
Names and Locations
Name(s) / State of Incorporation / Organizational ID Number | | Acquisitions | | Principal Place of Business and Location of Books and Records | | Other Offices And Locations of Collateral |
Rocky Brands, Inc. Ohio 821674 | | Purchase of certain assets from Gates-Mills, Inc. on 04/15/03 EJ Footwear LLC (“EJ”) merged into Rocky Brands, Inc. on 12/31/06 (EJ did business as Empire, Barclay, and Long Haul) | | 39 East Canal Street Nelsonville, OH 45764 (owned) | | 29 Fayette Street Nelsonville, OH 45764 (owned) |
Lifestyle Footwear, Inc. Delaware 2109896 | | None | | Road 125 KM 3.8 BO Pueblo Industrial Park, Moca, PR 00676-0728 (leased manufacturing facility and office) Books and Records: 39 East Canal Street Nelsonville, Ohio 45764 | | None |
Name(s) / State of Incorporation / Organizational ID Number | | Acquisitions | | Principal Place of Business and Location of Books and Records | | Other Offices And Locations of Collateral |
Rocky Brands Wholesale LLC Delaware 3182983 | | Georgia Boot Properties LLC, Durango Boot Company LLC, and Northlake Boot Company LLC merged into Georgia Boot LLC (“Georgia Boot”), with name change to Rocky Brands Wholesale LLC on 12/31/06 (Georgia Boot did business as Durango, Georgia Boot, Long Haul, Northlake) | | 235 Noah Drive Franklin, TN 37064 (leased office) | | 37601 Rocky Boots Way Logan, OH 43138 (owned warehouse) Denver Merchandise Mart 451 East 58th Street Showroom 3529&4435 Denver, CO 80216 (leased showroom) |
| | | | | | | |
Rocky Brands Retail LLC Delaware 3182836 | | Lehigh Safety Shoe Properties LLC and HM Lehigh Safety Shoe Co. LLC merged into Lehigh Safety Shoe Co. LLC (“Lehigh”), with name change to Rocky Brands Retail LLC on 12/31/06 (Lehigh did business as Lehigh Safety Shoe Company) | | 120 Plaza Dr. Vestal, NY (leased office) | | 45 East Canal Street Nelsonville, OH 45764 (owned retail space) 901 Franklin Street East Endicott, NY 13761 (owned) See also Item D(2) of Schedule 4.1(Q) for listing of leased retail store locations. |
