EXECUTION VERSION


 


SEVENTH AMENDMENT TO SECOND AMENDED AND
RESTATED


CREDIT AGREEMENT


 


THIS SEVENTH AMENDMENT
TO SECOND AMENDED & RESTATED CREDIT AGREEMENT (the "Amendment") is made and entered into as of this 30th
day of April, 2012, by and between WEYCO GROUP, INC., a Wisconsin corporation (the "Borrower") and BMO HARRIS BANK N.A.,
successor in interest to M&I Marshall & Ilsley Bank (the "Bank"). All terms not otherwise defined herein shall
have the meaning assigned to such terms in the Second Amended and Restated Credit Agreement by and between the Borrower and the
Bank, dated as of April 28, 2006, as amended by that certain First Amendment to Second Amended & Restated Credit Agreement
dated as of April 30, 2007, as amended by that certain Second Amendment to Second Amended & Restated Credit Agreement dated
as of April 30, 2008, as amended by that Third Amendment to Second Amended & Restated Credit Agreement dated as of April 30,
2009, as amended by that Fourth Amendment to Second Amended & Restated Credit Agreement dated as of April 30, 2010, as amended
by that Fifth Amendment to Second Amended & Restated Credit Agreement dated as of April 7, 2011, as amended by that Sixth Amendment
to Second Amended & Restated Credit Agreement dated as of July 22, 2011, and as may be further amended, restated or otherwise
modified from time to time (the "Agreement").


 


RECITALS


 


The Borrower has
requested that the Bank extend the maturity of the Revolving Line of Credit. The Bank has agreed to such extension, subject to
the other terms and conditions contained herein.


 


AGREEMENT


 


Now, therefore,
the parties hereto agree as follows:


 


1.           Amendment
to Definitions.


 


		(a)	The definition of "LIBOR Margin" is amended and restated to read as follows:



 


"LIBOR Margin" shall mean one hundred
(100) basis points.


 


		(b)	The definition for "Revolving Loan Maturity Date" is amended by replacing the date of "April 30,
                                                                   2012" with the date "April 30, 2013."



 


2.            Conditions
Precedent. This Amendment shall become effective upon satisfaction of the conditions set forth in subsections 2 (b) and 2
(c), below, and receipt by Bank of the items set forth in subsections 2 (a) below:


 


		(a)	Two (2) copies of this Amendment duly executed by the
Borrower and Bank.






 



    	 



    	 



    

 


(b)          The representations
and warranties made by the Borrower herein, in any of the Credit Documents, or in any certificate, document, financial statement
or other statement delivered hereunder are true as of the date hereof.


 


(c)          No Default
or Event of Default has occurred and remains uncured as of the effective date hereof nor will occur upon the consummation of the
transactions contemplated herein.


 


3.           Miscellaneous.


 


(a)          As provided
in Subsection 10.1(f) of the Agreement, the Borrower shall pay or reimburse the Bank for all of its out-of-pocket costs and expenses
incurred in connection with this Amendment, including the fees and disbursements of counsel to the Bank, for the preparation hereof
and expenses incurred in connection herewith.


 


(b)          After the
date of this Amendment, each reference in the Agreement to "this Agreement" and each reference in each of the Credit
Documents to the "Credit Agreement" shall be deemed a reference to the Agreement as amended by this Amendment.


 


(c)          This Amendment
is being delivered and is intended to be performed in the State of Wisconsin and shall be construed and enforced in accordance
with the laws of Wisconsin without regard for the principals of conflicts of law.


 


(d)         Except as
expressly modified or amended herein, the Agreement shall continue in effect and shall continue to bind the parties hereto. This
Amendment is limited to the terms and conditions hereof and shall not constitute a modification, acceptance or waiver of any other
provision of the Agreement.


 


(e)         This Amendment
may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute
one and the same instrument.


 


[The remainder of this
page is left intentionally blank.


Counterpart signature pages to follow.]


 



    	2



    	 



    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Seventh Amendment to Second Amended and Restated Credit Agreement, to be effective as of
the date first written above.


 


	 	BORROWER:
	 	 
	 	WEYCO GROUP, INC., a Wisconsin corporation
	 	 
	 	By:	/s/
    John Wittkowske 
	 	 	John Wittkowske, Senior Vice President & CFO


 


Seventh Amendment Signature
Page 


 



    	 



    	 



    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Seventh Amendment to Second Amended and Restated Credit Agreement, to be effective as of
the date first written above.


 


	 	BANK:
	 	 
	 	BMO HARRIS BANK N.A.,
	 	successor in interest to M&I Marshall & Ilsley Bank
	 	 	 
	 	By:	/s/ Ronald J. Carey
	 	 	Ronald J. Carey, Sr. Vice President
	 	 	 
	 	By:	/s/ David A. Anderson
	 	 	David A. Anderson, Sr. Vice President


 


Seventh Amendment Signature Page