<PAGE>   1
                                                                       Ex. 4.10



                       THIRD AMENDMENT TO CREDIT AGREEMENT

     THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of
February 4, 1999, among FLORSHEIM GROUP INC., a Delaware corporation (the
"Borrower"), the lending institutions from time to time party to the Credit
Agreement referred to below (the "Banks"), and BANKERS TRUST COMPANY, as Agent
(the "Agent"). All capitalized terms used herein and not otherwise defined
shall have the respective meanings provided such terms in the Credit Agreement
referred to below.

                                   WITNESSETH:

     WHEREAS, the Borrower, the Banks and the Agent are parties to a Credit
Agreement, dated as of May 9, 1997 (as amended, modified or supplemented to the
date hereof, the "Credit Agreement"); and

     WHEREAS, the parties hereto wish to amend the Credit Agreement as herein
provided, subject to and on the terms and conditions set forth herein;

     NOW, THEREFORE, it is agreed:

     1. Section 9.08 of the Credit Agreement is hereby amended by (i) deleting
the amount "$17,750,000" appearing opposite the date December 31, 1998 in the
table therein and by inserting in lieu thereof the amount "$114,600,000" and
(ii) deleting the amount "$19,000,000" appearing opposite the date March 31,
1999 in the table therein and by inserting in lieu thereof the amount
$115,000,000".

     2. Section 9.09 of the Credit Agreement is hereby amended by (1) deleting
the ratio "5.00:1.00" appearing opposite the date December 31, 1998 in the
table therein and by inserting in lieu thereof the ratio "6.92:1.00" and (ii)
deleting the ratio "4.25:1.00" appearing opposite the date March 31, 1999 in the
table therein and by inserting in lieu thereof the ratio "6.77:1.00".

     3. Section 9.10 of the Credit Agreement is hereby amended by (i) deleting
the ratio "2.05:1.00" appearing opposite the date December 31, 1998 in the table
therein and by inserting in lieu thereof the ratio "1.70:1.00" and (ii) deleting
the ratio "2.30:1.00" appearing opposite the date March 31, 1999 in the table
therein and by inserting in lieu thereof the ratio 1.62:1.00".

     4. The definition of "Applicable Commitment Commission Percentage" in
Section 11.01 of the Credit Agreement is hereby amended by:

     (i) inserting the text "but less than or equal to 4.50:1.00" immediately
following the text "Greater than 4.25:1.00" appearing in the second table
therein;




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     (ii)  inserting the following text under each of the five columns in the
second table appearing therein immediately before the provisio:

     "8    Greater than 4.50:1.00.50%      1.50%      3.00%"; and

     (iii) deleting, the text "Level 7" in the proviso and inserting in lieu
thereof the text "Level 8".

     5.    In order to induce the undersigned Banks to enter into this 
Amendment, the Borrower hereby represents and warrants that (i) the
representations and warranties contained in the Credit Agreement are true and
correct in all material respects on and as of the Third Amendment Effective Date
(as defined in Section 9 of this Amendment) (it being understood and agreed that
any representation or warranty which by its terms is made as of a specified
date shall be required to be true and correct in all material respects only as
of such specified date) and (ii) there exists no Default or Event of Default on
the Third Amendment Effective Date, in each case after giving effect to this
Amendment.

     6.    This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.

     7.    This Amendment may be executed in any number of counterparts and 
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Agent at the Notice
Office.

     8.    THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES 
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.

     9.    This Amendment shall become effective on the date (the "Third 
Amendment Effective Date") when the Borrower and the Required Banks (i) shall
have signed a counterpart hereof (whether the same or different counterparts)
and (ii) shall have delivered (including by way of facsimile transmission) the
same to the Agent at the Notice Office.

     10.   From and after the Third Amendment Effective Date, all references in
the Credit Agreement and each of the Credit Documents to the Credit Agreement
shall be deemed to be references to the Credit Agreement as amended hereby.

     11.   The Borrower hereby covenants and agrees that, so long as the Third
Amendment Effective Date occurs, it shall pay each Bank which executes and
delivers to the Agent a counterpart hereof by the later to occur of (x) the
close of business on the Third Amendment Effective Date or (y) 5:00 p.m. (New
York time) on Friday, February 5, 1999, a cash fee in an amount equal to 25
basis points (.25%) of an amount equal to the Revolving Loan Commitment of such
Bank,' in each case as same is in effect on the Third Amendment Effective




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Date. All fees payable pursuant to this Section 11 shall be paid by the 
Borrower to the Agent for distribution to the Banks not later than the first 
Business Day following the Third Amendment Effective Date.


                                     * * *





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     IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of 
this Amendment to be duly executed and delivered as of the date first above 
written.


                             FLORSHEIM GROUP INC.
                             
                             
                             By: RICHARD J. ANGLIN
                                --------------------------
                                Name: Richard J. Anglin
                                Title: Vice President, Chief Financial Officer
                             
                             BANKERS TRUST COMPANY
                                Individually, and as Agent
                             
                             
                             By: ANTHONY LOGRIPPO
                                --------------------------
                                Name: Anthony LoGrippo
                                Title: Vice President
                             
                             BANK OF AMERICA NATIONAL TRUST AND
                                SAVINGS ASSOCIATION
                             
                             By: STEVEN KESSLER
                                --------------------------
                                Name: Steven K. Kessler
                                Title: Senior Vice President
                             
                             CREDIT AGRICOLE INDOSUEZ
                             
                             
                             By:
                                --------------------------
                                Name:
                                Title:
                             
                             By:
                                --------------------------
                                Name:
                                Title:

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                             CREDIT LYONNAIS NEW YORK BRANCH
                             
                             
                             By: ATTILA KOC
                                 -------------------------
                                 Name: Attila Koc
                                 Title: Senior Vice President
                             
                             
                             HARRIS TRUST AND SAVINGS BANK
                             
                             
                             By: SCOTT F. GEIK
                                 -------------------------
                                 Name: Scott F. Geik
                                 Title: Managing Director
                             
                             
                             HELLER FINANCIAL, INC.
                             
                             
                             By: LINDA W. WOLF
                                 -------------------------
                                 Name: Linda W. Wolf
                                 Title: Senior Vice President
                             
                             
                             LA SALLE NATIONAL BANK
                             
                             
                             By: STEVEN M. MARKS
                                 -------------------------
                                 Name: Steven M. Marks
                                 Title: First Vice President
                             
                             
                             THE SUMITOMO BANK, LIMITED
                             
                             
                             By: J.H. BROADLEY
                                 -------------------------
                                 Name: J.H. Broadley
                                 Title: Vice President
                             
                             By: BRIAN M. SMITH
                                 -------------------------
                                 Name: Brian M. Smith
                                 Title: Senior Vice President & Regional Manager


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                                                TRANSAMERICA BUSINESS CREDIT
                                                  CORPORATION
                                                
                                                
                                                
                                                By: PERRY VAVOULES
                                                    -----------------------
                                                    Name: Perry Vavoules
                                                    Title: Senior Vice President
                                                
                                                





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