0001193125-08-136722 Sample Contracts

STANDBY LETTER OF CREDIT AGREEMENT
Standby Letter of Credit Agreement • June 19th, 2008 • Phoenix Footwear Group Inc • Footwear, (no rubber) • Texas

Applicant hereby requests that you, Wells Fargo Bank, National Association (“Wells Fargo”), issue in your name one or more standby letters of credit pursuant to Applications for the issuance of such Credits and the terms and conditions of this Agreement. Each Credit will be issued at Applicant’s request and for its account, and, unless otherwise specifically provided in any Loan Document, at your option. Applicant agrees that the terms and conditions in this Agreement shall apply to each Application and the Credit issued pursuant to each Application, and to transactions under each Application, each Credit and this Agreement.

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PATENT AND TRADEMARK SECURITY AGREEMENT
Patent and Trademark Security Agreement • June 19th, 2008 • Phoenix Footwear Group Inc • Footwear, (no rubber)

This Patent and Trademark Security Agreement (the “Agreement”), dated as of June 10, 2008, is made by and between Penobscot Shoe Company, a Maine corporation having a business location at the address set forth below next to its signature (the “Debtor”), and Wells Fargo Bank, National Association (“Wells Fargo”), and having a business location at the address set forth below next to its signature.

COLLATERAL PLEDGE AGREEMENT Date: June 10, 2008
Collateral Pledge Agreement • June 19th, 2008 • Phoenix Footwear Group Inc • Footwear, (no rubber)
COMMERCIAL LETTER OF CREDIT AGREEMENT
Commercial Letter of Credit Agreement • June 19th, 2008 • Phoenix Footwear Group Inc • Footwear, (no rubber) • California

Applicant hereby requests that you, Wells Fargo Bank, National Association (“Wells Fargo”) issue yourself in your name, or at your option through Wells Fargo HSBC Trade Bank, National Association (“Trade Bank”) as your agent in the Trade Bank’s name, one or more commercial letters of credit pursuant to Applications for the issuance of such Credits and the terms and conditions of this Agreement. Each Credit will be issued at Applicant’s request and for its account, and, unless otherwise specifically provided in any Loan Document, at your option. Applicant agrees that the terms and conditions in this Agreement shall apply to each Application and the Credit issued pursuant to each Application, and to transactions under each Application, each Credit and this Agreement. Applicant further agrees that you may in your sole discretion, but without obligation to do so, use, and Applicant hereby authorizes you to use, the Trade Bank as your agent to issue any Credit or to perform any of your obli

COPYRIGHT SECURITY AGREEMENT
Copyright Security Agreement • June 19th, 2008 • Phoenix Footwear Group Inc • Footwear, (no rubber)

This Copyright Security Agreement (the “Agreement”) dated as of June 10, 2008, is made by and between Chambers Belt Company, a Delaware corporation having a business location at the address set forth below next to its signature (the “Company”), and Wells Fargo Bank, National Association (“Wells Fargo”), and having a business location at the address set forth below next to its signature.

WELLS FARGO BUSINESS CREDIT CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • June 19th, 2008 • Phoenix Footwear Group Inc • Footwear, (no rubber) • California
PATENT AND TRADEMARK SECURITY AGREEMENT
Patent and Trademark Security Agreement • June 19th, 2008 • Phoenix Footwear Group Inc • Footwear, (no rubber)

This Patent and Trademark Security Agreement (the “Agreement”), dated as of June 10, 2008, is made by and between Phoenix Footwear Group, Inc., a Delaware corporation having a business location at the address set forth below next to its signature (the “Debtor”), and Wells Fargo Bank, National Association (“Wells Fargo”), and having a business location at the address set forth below next to its signature.

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