EXECUTION VERSION


 


NINTH AMENDMENT TO AMENDED AND RESTATED


CREDIT AGREEMENT


 


THIS NINTH AMENDMENT
TO SECOND AMENDED & RESTATED CREDIT AGREEMENT (the “Amendment”) is made and entered into as of this 30th
day of April, 2013, 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, as amended by that Seventh Amendment to Second Amended
& Restated Credit Agreement dated as of April 30, 2012, as amended by that Eighth Amendment to Second Amended & Restated
Credit Agreement dated as of November 2, 2012 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 for “Revolving Loan Maturity Date” is amended by replacing the date of “April 30, 2013” with
the date “April 30, 2014.”


 


2.            Amendment
to Section 5.1(d)(iv). Section 5.1(d)(iv) is amended by replacing the amount of “Three Million Dollars ($3,000,000)”
therein with the amount of “Six Million Dollars ($6,000,000).


 


3.            Conditions
Precedent. This Amendment shall become effective upon satisfaction of the conditions set forth in subsections 3(b) and 3(c),
below, and receipt by Bank of the items set forth in subsections 3(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.


 


4.            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 Ninth 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


 


Ninth Amendment Signature Page


 




    	 



    	 



    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Ninth 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


 


Ninth Amendment Signature Page