PROMISSORY NOTE AND PLEDGE SECURITY AGREEMENTNote 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”).
