WWW Exhibit 4.13 to Form 10-K 2003



Exhibit 4.13


THIRD AMENDMENT TO CREDIT AGREEMENT


          THIS THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of December 19, 2002 (this "Amendment"), is among WOLVERINE WORLD WIDE, INC., a Delaware corporation (the "Company"), the Foreign Subsidiary Borrowers (collectively with the Company, the "Borrowers" and each a "Borrower"), the lenders party hereto from time to time (collectively, the "Banks" and, individually, a "Bank"), Bank One, Michigan, a Michigan banking corporation, as Agent, Harris Trust and Savings Bank, as syndication agent (in such capacity, the "Syndication Agent") and Comerica Bank, as documentation agent (in such capacity, the "Documentation Agent").


R E C I T A L


          The Borrowers, the Banks party thereto and the Agent are parties to a Credit Agreement dated as of May 29, 2001, as amended by a First Amendment to Credit Agreement dated as of February 8, 2002 and a Second Amendment to Credit Agreement dated as of August 30, 2002 (the "Credit Agreement"). The Borrowers desire to amend the Credit Agreement and the Agent and the Banks are willing to do so in accordance with the terms hereof.


T E R M S


          In consideration of the premises and of the mutual agreements herein contained, the parties agree as follows:


ARTICLE 1.

AMENDMENTS


          The Credit Agreement is amended as follows:


          1.1 Reference in Section 3.7(a) to "December 31, 2002" shall be deleted and "April 30, 2003" is substituted in place thereof.


ARTICLE 2.

REPRESENTATIONS


          Each Borrower represents and warrants to the Agent and the Banks that:


          2.1          The execution, delivery and performance by each Borrower of this Amendment are within its corporate powers, have been duly authorized by all necessary corporate action and are not in contravention of any law, rule or regulation, or any judgment, decree, writ, injunction, order or award of any arbitrator, court or governmental authority, or of the terms of such Borrower's charter or by-laws, or of any contract or undertaking to which such Borrower is a party or by which such Borrower or its property may be bound or affected.


          2.2 This Amendment is the legal, valid and binding obligations of each Borrower enforceable against such Borrower in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting enforcement of creditors' rights generally and by general principles of equity (whether applied in a proceeding at law or in equity).










          2.3 After giving effect to the amendments herein contained, the representations and warranties contained in the Loan Documents are true in all material respects on and as of the date hereof with the same force and effect as if made on and as of the date hereof.


          2.4 After giving effect to the amendments herein contained, no Event of Default or Unmatured Default exists or has occurred and is continuing on the date hereof.




ARTICLE 3.

CONDITIONS PRECEDENT.


          This Amendment shall be effective as of the date hereof when it shall be executed by the Borrowers, the Required Banks and the Agent.




ARTICLE 4.

MISCELLANEOUS.




          4.1          References in the Credit Agreement and any other Loan Document to the Credit Agreement shall be deemed to be references to the Credit Agreement as amended hereby and as further amended from time to time.


          4.2          Except as expressly amended hereby, each Borrower agrees that the Loan Documents are ratified and confirmed and shall remain in full force and effect and that it has no set off, counterclaim, defense or other claim or dispute with respect to any of the foregoing. The terms used but not defined herein shall have the respective meanings ascribed thereto in the Credit Agreement.


          4.3          This Amendment may be signed upon any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument, and telecopied signatures shall be enforceable as originals.

































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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the day and year first above written.


	
 
	
WOLVERINE WORLD WIDE, INC.

	
 
	
 

	
 
	
 

	
 
	
By:
	
/s/ S. Gulis Jr.


	
 
	
 
	
 

	
 
	
Its:
	
EVP - CFO


	
 
	
 

	
 
	
HUSH PUPPIES CANADA FOOTWEAR, LTD.

	
 
	
 

	
 
	
 

	
 
	
By:
	
/s/ S. Gulis Jr.


	
 
	
 
	
 

	
 
	
Its:
	
Director and Authorized Officer


	
 
	
 

	
 
	
HUSH PUPPIES (U.K.) LTD.

	
 
	
 

	
 
	
 

	
 
	
By:
	
/s/ S. Gulis Jr.


	
 
	
 
	
 

	
 
	
Its:
	
Director and Authorized Officer


	
 
	
 

	
 
	
MERRELL (EUROPE) LIMITED

	
 
	
 

	
 
	
 

	
 
	
By:
	
/s/ S. Gulis Jr.


	
 
	
 
	
 

	
 
	
Its:
	
Authorized Officer


	
 
	
 

	
 
	
WOLVERINE EUROPE B.V.

	
 
	
 

	
 
	
 

	
 
	
By:
	
/s/ S. Gulis Jr.


	
 
	
 
	
 

	
 
	
Its:
	
Director


	
 
	
 

	
 
	
WOLVERINE EUROPE LIMITED

	
 
	
 

	
 
	
 

	
 
	
By:
	
/s/ NP Ottenwess


	
 
	
 
	
 

	
 
	
Its:
	
Director


	
 
	
 

	
 
	
WOLVERINE WORLD WIDE

EUROPE LIMITED

	
 
	
 

	
 
	
 

	
 
	
By:
	
/s/ NP Ottenwess


	
 
	
 
	
 

	
 
	
Its:
	
Director






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BANK ONE, NA (as successor by merger to Bank

One, Michigan),

as a Bank and as Agent

	
 
	
 

	
 
	
 

	
 
	
By:
	
/s/ Glenn A. Currin


	
 
	
 
	
Glenn A. Currin

	
 
	
 
	
 

	
 
	
 
	
Its:
	
Managing Director






























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HARRIS TRUST AND SAVINGS BANK,

     as a Bank and as Syndication Agent

	
 
	
 

	
 
	
 

	
 
	
By:
	
/s/ Kirby M. Law


	
 
	
 
	
Kirby M. Law

	
 
	
 
	
Its:
	
Vice President






























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COMERICA BANK,

     as a Bank and as Documentation Agent

	
 
	
 

	
 
	
 

	
 
	
By:
	
/s/ Jeffrey J. Judy


	
 
	
 
	
 

	
 
	
Its:
	
Vice President






























6





	
 
	
STANDARD FEDERAL BANK N.A., formerly

known as Michigan National Bank

	
 
	
 

	
 
	
 

	
 
	
By:
	
/s/ Jason Byrd


	
 
	
 
	
 

	
 
	
 
	
Its:
	
AVP






























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NATIONAL CITY BANK OF

MICHIGAN/ILLINOIS

	
 
	
 

	
 
	
 

	
 
	
By:
	
/s/ William C. Goodhue


	
 
	
 
	
William C. Goodhue

	
 
	
 
	
Its:
	
Senior Vice President






























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FIFTH THIRD BANK, formerly known as Old

Kent Bank

	
 
	
 

	
 
	
 

	
 
	
By:
	
/s/ David A. Foote


	
 
	
 
	
David A. Foote

	
 
	
 
	
Its:
	
Vice President






























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BANK ONE, NA, CANADA BRANCH

	
 
	
 

	
 
	
 

	
 
	
By:
	
 


	
 
	
 
	
 

	
 
	
 
	
Its:
	
 






























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