EXHIBIT I FORM OF IRREVOCABLE STANDBY LETTER OF CREDIT NO.Irrevocable Standby Letter of Credit • January 4th, 2008 • Phoenix Footwear Group Inc • Footwear, (no rubber)
[insert name of issuing bank] (the “Issuer”) hereby issues this Irrevocable Standby Letter of Credit (the “Credit”) for the account of Phoenix Footwear Group, Inc. (the “Applicant”) in favor of Tactical Holdings, Inc. (the “Beneficiary”) under the Stock Purchase Agreement dated December 29, 2007 between Applicant and Beneficiary (the “Stock Purchase Agreement”).
SECURITY AGREEMENTSecurity Agreement • January 4th, 2008 • Phoenix Footwear Group Inc • Footwear, (no rubber) • Delaware
THIS SECURITY AGREEMENT is made December 28, 2007 in favor of PHOENIX FOOTWEAR GROUP, INC. (“Secured Party”), a Delaware corporation, by ALTAMA DELTA CORPORATION, a Georgia corporation (“Altama Delta”), and ALTAMA DELTA (PUERTO RICO) CORPORATION, a Delaware corporation (“Altama Puerto Rico” and, together with Altama Delta, jointly and severally, “Grantor”).
JENSEN OBLIGATIONS ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • January 4th, 2008 • Phoenix Footwear Group Inc • Footwear, (no rubber)
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”) is dated December 29, 2007 from ALTAMA DELTA CORPORATION, a Delaware corporation (“Altama”), to PHOENIX FOOTWEAR GROUP, INC., a Delaware corporation (“Seller”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • January 4th, 2008 • Phoenix Footwear Group Inc • Footwear, (no rubber) • Delaware
This Transition Services Agreement, dated as of December 29, 2007 (this “Agreement”), is between Phoenix Footwear Group, Inc., a Delaware corporation (“Seller”), Tactical Holdings, Inc. a Delaware Corporation (“Buyer”), and Altama Delta Corporation, a Georgia corporation (“Altama” and together and jointly and severally with Buyer, the “Buyer Parties”). Seller and the Buyer Parties are sometimes referred to herein as a “Party” and together as the “Parties.”
CONSENT AND TERMINATION AGREEMENTConsent and Termination Agreement • January 4th, 2008 • Phoenix Footwear Group Inc • Footwear, (no rubber) • New York
This Consent and Termination Agreement is made as of December 29, 2007 by and among Manufacturers and Traders Trust Company (“Agent”), as Administrative Agent for the Lenders (“Lenders”) described in the Credit Agreement referenced below and Phoenix Footwear Group, Inc. (“Borrower”), and as sole Lender under the Credit Agreement.
PROMISSORY NOTE AND PLEDGE SECURITY AGREEMENTPromissory Note and Pledge Security Agreement • January 4th, 2008 • Phoenix Footwear Group Inc • Footwear, (no rubber) • Delaware
This Note is executed and delivered in payment of the Estimated Purchase Price pursuant to a Stock Purchase Agreement (the “Stock Purchase Agreement”) dated December 29, 2007 between Maker and Payee related to the purchase and sale of the capital stock of Altama Delta Corporation, a Georgia corporation (“Altama”). Concurrently with the delivery of this Note, Maker is delivering or causing to be delivered to Payee: (a) a guaranty of Maker’s obligations hereunder from Altama pursuant to a continuing Guaranty of even date herewith (the “Altama Guaranty”); (b) first priority security interest in Altama’s assets pursuant to a Security Agreement of even date herewith between Altama, Altama (Puerto Rico) Corporation, a Delaware corporation and Maker (the “Security Agreement”); and (c) a guaranty of Maker’s obligations hereunder (the “Golden Gate Guaranty”) from Golden Gate Private Equity, Inc. and GGC Administration, LLC (collectively with Altama, the “Guarantors”).
GUARANTYGuaranty • January 4th, 2008 • Phoenix Footwear Group Inc • Footwear, (no rubber) • Delaware
This Guaranty, dated as of December 29, 2007 (this “Guaranty”), by GGC Administration, LLC, a Delaware limited liability company, and Golden Gate Private Equity, Inc., a Delaware corporation (collectively and jointly and severally, the “Guarantor”) is made in favor of Phoenix Footwear Group, Inc., a Delaware corporation (the “Seller”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 4th, 2008 • Phoenix Footwear Group Inc • Footwear, (no rubber) • Delaware
This Stock Purchase Agreement is entered into this 29th day of December, 2007, by and between Phoenix Footwear Group, Inc., a Delaware corporation (“Seller”) and Tactical Holdings, Inc., a Delaware corporation (the “Buyer”). Seller and Buyer are sometimes referred to herein as a “Party” and collectively as the “Parties.”
ESCROW AGREEMENTEscrow Agreement • January 4th, 2008 • Phoenix Footwear Group Inc • Footwear, (no rubber) • New York
This ESCROW AGREEMENT (this “Agreement”) is made and entered into as of this 29th day of December, 2007 by and among Phoenix Footwear Group, Inc. a Delaware corporation (the “Seller”), Tactical Holdings, Inc., a Delaware corporation (the “Buyer”) and Manufacturers and Traders Trust Company, a New York banking corporation (in such capacity “Escrow Agent”).
GUARANTYGuaranty • January 4th, 2008 • Phoenix Footwear Group Inc • Footwear, (no rubber) • Delaware
This Guaranty, dated as of December 29, 2007 (this “Guaranty”), by Altama Delta Corporation (the “Guarantor”) is made in favor of Phoenix Footwear Group, Inc., a Delaware corporation (the “Seller”).
