0000936392-06-000375 Sample Contracts

AMENDED AND RESTATED CREDIT FACILITY AGREEMENT AMENDMENT NUMBER 3
Credit Facility Agreement • April 17th, 2006 • Phoenix Footwear Group Inc • Footwear, (no rubber)

This AMENDED AND RESTATED CREDIT FACILITY AGREEMENT AMENDMENT NUMBER 3 (“Amendment”) is made as of the 28day of February, 2006, by and among PHOENIX FOOTWEAR GROUP, INC., a corporation formed under the laws of the State of Delaware (“Borrower”) and MANUFACTURERS AND TRADERS TRUST COMPANY (“Agent”), a New York banking corporation, with offices at 255 East Avenue, Rochester, New York 14604 as administrative agent for the Lenders, and each of the LENDERS (defined in the Agreement described below).

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AMENDED AND RESTATED CREDIT FACILITY AGREEMENT AMENDMENT NUMBER 2
Credit Facility Agreement • April 17th, 2006 • Phoenix Footwear Group Inc • Footwear, (no rubber)

This AMENDED AND RESTATED CREDIT FACILITY AGREEMENT AMENDMENT NUMBER 2 (“Amendment”) is made as of the 31day of January, 2006, by and among PHOENIX FOOTWEAR GROUP, INC., a corporation formed under the laws of the State of Delaware (“Borrower”) and MANUFACTURERS AND TRADERS TRUST COMPANY (“Agent”), a New York banking corporation, with offices at 255 East Avenue, Rochester, New York 14604 as administrative agent for the Lenders, and each of the LENDERS (defined in the Agreement described below).

AGREEMENT
Stock Purchase Agreement • April 17th, 2006 • Phoenix Footwear Group Inc • Footwear, (no rubber) • Delaware

This Agreement is made as of this 8th day of January 2006 by and among W. Whitlow Wyatt (“Wyatt”), Phoenix Footwear Group, Inc. (“Phoenix”) and Altama Delta Corporation (“Altama”).

AMENDED AND RESTATED CREDIT FACILITY AGREEMENT AMENDMENT NUMBER 4
Credit Facility Agreement • April 17th, 2006 • Phoenix Footwear Group Inc • Footwear, (no rubber)

This AMENDED AND RESTATED CREDIT FACILITY AGREEMENT AMENDMENT NUMBER 4 (“Amendment”) is made as of the 31 day of March, 2006, by and among PHOENIX FOOTWEAR GROUP, INC., a corporation formed under the laws of the State of Delaware (“Borrower”) and MANUFACTURERS AND TRADERS TRUST COMPANY (“Agent”), a New York banking corporation, with offices at 255 East Avenue, Rochester, New York 14604 as administrative agent for the Lenders, and each of the LENDERS (as defined in the Agreement described below).

M&T BANK M&T Place 255 East Avenue Rochester, New York 14604
Credit Agreement • April 17th, 2006 • Phoenix Footwear Group Inc • Footwear, (no rubber)

This letter will serve to amend the Covenant Levels for the Average Funded Debt to EBITDA covenant under §11.1 of the Amended and Restated Credit Agreement dated August 3, 2005, the Current Ratio covenant under §11.2 of the Amended and Restated Credit Agreement dated August 3, 2005 and the Cash Flow Coverage Ratio under §11.3 of the Amended and Restated Credit Agreement dated August 3, 2005 per the following:

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