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                                                                     EXHIBIT 4.5


                              FLORSHEIM GROUP, INC.
                      200 North LaSalle Street, Suite 1500
                          Chicago, Illinois 60601-1014

                                November 15, 2000



Apollo Investment Fund LP
Artemis America Partnership
c/o 1301 Avenue of the Americas
38th Floor
New York, New York 10019

Gentlemen:

                  Reference is made to that certain Credit Agreement dated as of
August 23, 1999, as amended through the Third Amendment to Credit Agreement,
dated as of November 15, 2000 (the "Credit Agreement"), among Florsheim Group
Inc., The Florsheim Shoe Store Company-Northeast, The Florsheim Shoe Store
Company-West, Florsheim Occupational Footwear, Inc., and L.J. O'Neill Shoe Co.
(collectively, the "Borrowers"), the financial institutions from time to time
parties thereto (collectively, the "Lenders"), and BT Commercial Corporation,
individually and in its capacity as agent (the "Bank"). Unless otherwise defined
herein, capitalized terms shall have the meaning given to them in the Credit
Agreement.

                  On November 15, 2000, the Borrowers, the Bank and the Lenders
entered into the Third Amendment to Credit Agreement (the "Third Amendment"),
which, inter alia, (i) grants a waiver of the Borrowers' compliance with the
requirements of Sections 8.1.1 and 8.1.2 of the Credit Agreement for the twelve
fiscal month period ending with the third quarter of fiscal 2000 and (ii) amends
the requirements of Section 8.1.1 and 8.1.2 of the Credit Agreement with respect
to future quarterly test periods.

                  The effectiveness of the Third Amendment is conditioned upon
the Bank's receipt of those certain Contingent Purchase Agreements (each a
"Contingent Purchase Agreement" and together the "Contingent Purchase
Agreements") from Apollo Investment Fund LP ("AIF") and Artemis America
Partnership ("Artemis"), pursuant to Section 5.3 of the Third Amendment. Because
of the benefits to the Borrowers inherent in the Third Amendment, the Borrowers
have requested that AIF and Artemis furnish the Lenders with the Contingent
Purchase Agreements. As an inducement to AIF and Artemis to furnish the
requisite Contingent Purchase Agreements, the Borrowers are willing to agree, on
the terms and conditions set forth with specificity below, to voluntary,
periodic reductions of the Line of Credit so long as the Borrowers are
maintaining a "reserve" of $4,000,000 in excess borrowing availability. The
Borrowers believe that such a "reserve" will afford a sufficient surplus of
borrowing availability to provide for normal working capital requirements and
funding of the operation of the businesses of the Borrowers, as presently
contemplated and in light of current projections.

                  Accordingly, in consideration of the execution, delivery and
performance of the Contingent Purchase Agreements, to be dated as of November
15, 2000, and to be entered into among the Lenders and AIF and Artemis (AIF and
Artemis hereafter collectively, the "Contingent Purchasers"), the Borrowers
agree as follows:



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               1. From and after the date hereof until the Expiration Date or,
                  if sooner, the date upon which the Contingent Purchasers shall
                  be released of further obligation under the Contingent
                  Purchase Agreements, the Borrowers shall submit to each of the
                  Contingent Purchasers duplicate copies of each weekly and
                  monthly Borrowing Base Certificate delivered to the Bank
                  pursuant to Section 7.2(a) of the Credit Agreement,
                  concurrently with the delivery of the same to the Bank.

               2. Commencing February 15, 2001, and on the fifteenth day of each
                  successive calendar month thereafter (February 15, 2001 and
                  each such successive fifteenth day, a "Measurement Date")
                  until the Expiration Date or, if sooner, the date upon which
                  the Contingent Purchasers shall be released of further
                  obligation with respect to the purchase of any participation
                  under the Contingent Purchase Agreements, if Excess Capacity
                  (as hereafter defined) shown on each of the four weekly
                  Measurement Date (including any weekly Borrowing Base
                  Certificate submitted on such Measurement Date) is greater
                  than $4,000,000, then the Borrowers shall, on or before the
                  last Business Day of the calendar month in which such
                  Measurement Date shall have occurred, submit to the Bank a
                  request for a voluntary reduction in the Line of Credit
                  pursuant to Section 4.6(c) of the Credit Agreement in the
                  Reduction Amount (as hereinafter defined); provided, however,
                  that the aggregate sum of all such reductions in the Line of
                  Credit required under the provisions of this section 2 of this
                  letter shall not exceed $15,000,000.

                  If, based upon the calculations required to be made on any
                  Measurement Date, the Borrowers shall be required to submit to
                  the Bank a request for a voluntary reduction in the Reduction
                  Amount pursuant to the preceding sentence, but the Borrowers
                  shall fail to comply with such requirement, then the
                  Contingent Purchasers may notify the Borrowers in writing of
                  such non-compliance (delivered to the attention of the Chief
                  Financial Officer, Florsheim Group, Inc.) and unless the
                  Borrowers shall notify the Contingent Purchasers in writing
                  that the Borrowers contest the same (accompanied by
                  computations supporting the contest) within three Business
                  Days of receipt of such written notification of
                  non-compliance, then (but only then) the Contingent Purchasers
                  shall be authorized to submit to the Bank such request for
                  such voluntary reduction in such Reduction Amount in the name
                  of the Borrowers, accompanied by a certification that the
                  Contingent Purchasers are entitled to do so (with a copy of
                  such request and certification to be delivered concurrently to
                  the Borrowers).

                  The "Excess Capacity" shall equal the excess availability for
                  Borrowings of Revolving Loans and issuance of Letters of
                  Credit, calculated by reference to each of the four weekly
                  Borrowing Base Certificates most recently submitted as set
                  forth in section 1 of this letter, as (a) the lesser of (i)
                  the Line of Credit or (ii) the Borrowing Base, minus (b) the
                  sum of (i) the Letter of Credit Obligations and (ii) the
                  outstanding principal balance



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                  of the Revolving Loans. The "Reduction Amount" shall equal (x)
                  the least amount of such Excess Capacity determined by
                  reference to any of the four weekly Borrowing Base
                  Certificates most recently submitted as of the applicable
                  Measurement Date (including any weekly Borrowing Base
                  Certificate submitted on such Measurement Date), minus (y)
                  $4,000,000; provided, however, that to the extent any
                  Reduction Amount determined on any Measurement Date would
                  cause the aggregate sum of all reductions in the Line of
                  Credit required under the provisions of this section 2 of this
                  letter to exceed $15,000,000, then such Reduction Amount shall
                  be adjusted by reducing the same by such excess over
                  $15,000,000.

                  The Contingent Purchasers may, however, choose to waive the
benefits of this agreement. Any such waiver shall be express and in writing; and
upon receipt of any such written waiver from either of the Contingent
Purchasers, the Borrowers may rely conclusively upon the same, and the same
shall be binding on both of the Contingent Purchasers.

                  Please acknowledge these understandings and confirm your
agreement with the terms and conditions of sections 1 and 2 of this letter set
forth above by signing and returning to us the copy of this letter provided for
such purpose, whereupon such agreement shall be become binding upon, and shall
inure to the benefit of, the Borrowers and the Contingent Purchasers and their
respective successors and assigns.



                                           Very truly yours,

                                           FLORSHEIM GROUP INC.


                                           By: /s/ Thomas P. Polke
                                              ----------------------------------
                                              Name: Thomas P. Polke
                                              Title: Executive Vice President,
                                                     Chief Financial Officer


                                           THE FLORSHEIM SHOE STORE COMPANY -
                                           NORTHEAST


                                           By: /s/ Thomas P. Polke
                                              ----------------------------------
                                              Name: Thomas P. Polke
                                              Title: Executive Vice President,
                                                     Chief Financial Officer





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                                           THE FLORSHEIM SHOE STORE COMPANY -
                                           WEST


                                           By: /s/ Thomas P. Polke
                                              ----------------------------------
                                              Name: Thomas P. Polke
                                              Title: Executive Vice President,
                                                     Chief Financial Officer


                                           FLORSHEIM OCCUPATIONAL FOOTWEAR, INC.


                                           By: /s/ Thomas P. Polke
                                              ----------------------------------
                                              Name: Thomas P. Polke
                                              Title: Executive Vice President,
                                                     Chief Financial Officer

                                           L.J. O'NEILL SHOE CO.


                                           By: /s/ Thomas P. Polke
                                              ----------------------------------
                                              Name: Thomas P. Polke
                                              Title: Executive Vice President,
                                                     Chief Financial Officer



Confirmed, acknowledged and agreed to this
15th day of November, 2000

APOLLO INVESTMENT FUND, LP
By:  Apollo Advisors, LP
     Its General Partner


By: /s/ Josh Harris
   --------------------------------------------------
     Name: Josh Harris
          -------------------------------------------
     Title: Vice President
           ------------------------------------------


ARTEMIS AMERICA PARTNERSHIP
By:  Artemis S.A.
     Its Managing Partner


By: /s/ Emmanuel Cueff
   ----------------------------------------
    Name: Emmanuel Cueff
         ----------------------------------
     Title:
           --------------------------------




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