Unassociated Document


    
      Exhibit
10.1

       

    

    EXECUTION
VERSION

     

     

    THIRD
AMENDMENT TO SECOND AMENDED AND RESTATED

    CREDIT
AGREEMENT

    


    THIS
THIRD AMENDMENT TO SECOND AMENDED & RESTATED CREDIT AGREEMENT (the
“Amendment”) is made and entered into as of this 30th day of
April, 2009, by and between WEYCO GROUP, INC., a Wisconsin corporation (the “Borrower”) and
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, 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 “Adjusted LIBOR Rate” is amended by deleting the period at
      the end of the definition and adding the
  following:

            


    

    


    
      	
               
      

            	
              “;
      provided, however, at no time shall the Adjusted LIBOR Rate be less than
      three and one half percent (3.5%).”

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      definition of “LIBOR Margin” is amended and restated to read as
      follows:

            


    

    


    
      	
               
      

            	
              “LIBOR
      Margin” shall mean two hundred (200) basis
  points.

            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      definition of “Prime-based Rate” is amended by deleting the period at the
      end of the definition and adding the
following:

            


    

    


    
      	
               
      

            	
              “;  provided,
      however, at no time shall the Prime-based Rate be less than three and one
      half percent (3.5%).”

            


    

    


    
      	
               
      

            	
              (d)

            	
              The
      definition for “Revolving Loan Maturity Date” is amended by replacing the
      date of “April 30, 2009” with the date “April 30,
  2010.”

            


    

    
      
      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    2.           Amendment of Section
5.1.  Section 5.1(a)(i) is amended and restated in its entirety
to read as follows:

     

    (i)           Permit
Net Worth at the end of each fiscal quarter to be less than One Hundred Nineteen
Million and 00/100 Dollars ($119,000,000.00).

    


    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

        
          

        

      

      
        
        

      

    

    EXECUTION
VERSION

     

     

    IN
WITNESS WHEREOF, the parties hereto have executed this Third 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	 
	 	Name:	John
      Wittkowske	 
	 	Title:	Sr.
      VP-CFO	 
	 	 	 	 


      

    

     

    


     

     

    


    
      
        
        

      

      
        
          Third
Amendment Signature Page

        

        
          

        

      

      
        
        

      

    

    


    EXECUTION VERSION


     

    


    


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

     

    
       

       

      
        
          	 	
                  

                    BANK:

                  

                   

                  

                    M&I
      MARSHALL & ILSLEY BANK

                  

                
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Ronald
      J. Carey	 
	 	Name:	Ronald
      J. Carey	 
	 	Title:	Vice
      President	 
	 	 	 	 


        

      

       

      
         

        
          
            	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ James
      R. Miller	 
	 	Name:	James
      R. Miller	 
	 	Title:	SVP	 
	 	 	 	 


          

        

         

         

        
          Third
Amendment Signature Page