Amendment and Forbearance Agreement



 Exhibit 10.2 
 FORBEARANCE AGREEMENT AND FIRST AMENDMENT 
 TO CREDIT AND SECURITY
AGREEMENT 
 THIS FORBEARANCE AGREEMENT AND FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT (the
“Amendment”), dated July 7, 2009, is entered into by and among PHOENIX FOOTWEAR GROUP, INC., a Delaware corporation (“Phoenix Footwear”), PENOBSCOT SHOE COMPANY, a Maine corporation
(“Penobscot”), H.S. TRASK & CO., a Montana corporation (“Trask”), CHAMBERS BELT COMPANY, a Delaware corporation (“Chambers”), and PHOENIX DELAWARE ACQUISITION, INC., a Delaware corporation
(“Phoenix Acquisition”, and together with Phoenix Footwear, Penobscot, Trask and Chambers, each individually, a “Company,” and collectively, the “Companies”), and WELLS FARGO BANK, NATIONAL
ASSOCIATION (“Wells Fargo”), acting through its Wells Fargo Business Credit operating division. 
 RECITALS

 A. Companies and Wells Fargo are parties to a Credit and Security Agreement dated as of June 10, 2008 (as amended from
time to time, the “Credit Agreement”). Capitalized terms used in these recitals have the meanings given to them in the Credit Agreement unless otherwise specified. 

B. Companies have delivered to Wells Fargo a weekly cash budget forecast (the “Weekly Cash Budget”) attached hereto as
Exhibit G. 
 C. As of the date hereof, the following Events of Default have occurred and are continuing under the Credit
Agreement (the “Designated Events of Default”): (i) Companies failed to satisfy the minimum Net Income requirement set forth in Section 5.2(a) of the Credit Agreement for the July 1, 2008 through September 30,
2008 period, as Companies’ actual Net Income was $<2,051,000> versus the minimum requirement of $500,000; and (ii) Companies failed to satisfy the minimum Net Income requirement set forth in Section 5.2(a) of the Credit
Agreement for the July 1, 2008 through December 31, 2008 period, as Companies’ actual Net Income for such period was <$5,965,000> versus the minimum requirement of $2,000,000. As a result of the Designated Events of Default,
Wells Fargo is entitled to exercise Wells Fargo’s rights and remedies under the Loan Documents and otherwise. 
 D.
Chambers and Tandy Brands, Accessories, Inc., a Delaware corporation (“Tandy”) have entered into an Amended and Restated Asset Purchase Agreement, dated July 7, 2009 (“APA”), which provides for the
purchase by Tandy from Chambers of certain assets of Chambers as described in the APA. 

  
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 E. Additionally, Companies have requested that Wells Fargo (i) forbear from exercising
any rights or remedies based on the Designated Events of Default (including, but not limited to, refusing to make Advances, accelerating any Indebtedness, foreclosing on any Collateral or filing a petition for bankruptcy) for the temporary period of
time set forth in this Amendment, and (ii) amend certain provisions of the Loan Documents as set forth in this Amendment. Wells Fargo has agreed to forbear for the temporary period hereinafter specified in this Amendment and amend the Loan
Documents, subject in each case to the terms and conditions of this Amendment. 
 NOW, THEREFORE, in consideration of the
premises and of the mutual covenants and agreements herein contained, it is agreed as follows: 
 1. Temporary Forbearance. Subject to
the satisfaction of the terms and conditions set forth herein, until that date (the “Forbearance Termination Date”) which is the earliest to occur of (a) 5:00 p.m. Pacific time on July 31, 2009; (b) the date of the
occurrence of any Event of Default (other than (i) the Designated Events of Default, or (ii) any breaches of Section 5.2 of the Credit Agreement that occur on or prior to July 31, 2009 (the “Forbearance Period Financial
Covenant Defaults”)); (c) Tandy has notified Chambers that is will longer be pursuing the consummation of the Chambers Sale (referred to Section 3.1 of this Amendment); (d) the date of the occurrence of any breach of any term
or provisions of this Amendment, including, but not limited to, Section 8 and Section 13 of this Amendment; or (e) the Termination Date, Wells Fargo will not exercise or enforce its rights or remedies against Companies which Wells
Fargo would be entitled to exercise or enforce under the terms of the Loan Documents by reason of the occurrence of the Designated Events of Default; provided that such forbearance shall not act as a waiver of Wells Fargo’s right to
enforce all claims, rights, and remedies from time to time on or after the Forbearance Termination Date. Furthermore, nothing contained herein shall be construed as requiring Wells Fargo to extend the Forbearance Termination Date. Companies
acknowledge and agree that Wells Fargo has not waived, and by entering into this Amendment Wells Fargo is not waiving, the Designated Events of Default or any Forbearance Period Financial Covenant Defaults that may occur on or prior to July 31,
2009. 
 2. Line of Credit Prior to Forbearance Termination Date. Prior to the Forbearance Termination Date (and provided that there
exists no Default or Event of Default under the Loan Documents other than the Designated Events of Default or the Forbearance Period Financial Covenant Defaults), Wells Fargo shall continue to administer the revolving line of credit described in
Section 1.1 of the Credit Agreement (the “Line of Credit”) and make Advances and repayments thereunder in the same manner and in accordance with the same terms as those governing the Loan Documents applicable thereto
(including, but not limited to, satisfaction of all conditions precedent in Article III of the Credit Agreement) as though the Designated Events of Default do not exist. It is expressly acknowledged and agreed by Companies that any election by Wells
Fargo to continue administering the Line of Credit and making Advances as provided for hereby from the date of this Amendment and ending on the Forbearance Termination Date shall not in any manner be deemed to prejudice Wells Fargo or act as a
waiver of its otherwise applicable rights and remedies, including, without limitation, to collect and enforce the full amount of the Indebtedness from and after the Forbearance Termination Date. 

  
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 3. Amendments to Credit Agreement. 

3.1 Section 1.1 of the Credit Agreement. Section 1.1(a) of the Credit Agreement is hereby deleted in its entirety and
replaced with the following: 
 “(a) Line of Credit and Limitations on Borrowing. Wells Fargo shall make Advances to
Companies under the Line of Credit that, together with the L/C Amount, shall not at any time exceed in the aggregate the lesser of (i) the Maximum Line Amount (as in effect from time to time as described below), or (ii) the
Borrowing Base limitations described in Section 1.2. Within these limits, Companies may periodically borrow, prepay in whole or in part, and reborrow. Wells Fargo has no obligation to make an Advance during a Default Period or at any time
Wells Fargo believes that an Advance would result in an Event of Default. As of the First Amendment Effective Date, the “Maximum Line Amount” shall initially be $9,500,000. The Maximum Line Amount shall be automatically decreased to
$6,500,000 upon the receipt of funds by Companies from the sale of certain assets of Chambers to Tandy Brands, Accessories, Inc. in accordance with that certain Amended and Restated Asset Purchase Agreement, dated as of July
    , 2009, between Chambers and Tandy Brands, Accessories, Inc. (the “Chambers Sale”). The date that the Chambers Sale is consummated is referred to herein as the “Chambers Closing Date.”

 3.2 Section 1.2(a) of the Credit Agreement. Section 1.2(a) of the Credit Agreement is hereby deleted in its
entirety and replaced with the following: 
 “(a) Borrowing Base. The borrowing base (the “Borrowing Base”)
is an amount equal to: 
 (i) 85% or such lesser percentage of Eligible Accounts as Wells Fargo in its sole
discretion may deem appropriate; provided that this rate may be reduced at any time by Wells Fargo’s in its sole discretion by one percent (1%) for each percentage point by which Dilution on the date of determination is in excess of five
percent (5.0%) (Companies acknowledge that the current advance rate applicable to Eligible Accounts is 81%, with such advance rate subject to adjustment from time to time as provided above); plus 

  
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 (ii) the least of (x) 85% or such lesser percentage (as Wells Fargo in
its sole discretion may deem appropriate) of the Net Orderly Liquidation Value of Eligible Inventory, (y) 46% or such lesser percentage (as Wells Fargo in its sole discretion may deem appropriate) of Eligible Inventory valued at the lower of
cost or fair market value in accordance with GAAP, or (z) the Inventory Sublimit; provided that (A) Advances and/or Letters of Credit supported by Wrangler branded inventory shall not exceed $2,500,000, provided that Advances and/or
Letters of Credit supported by Wrangler branded inventory shall be automatically reduced to $-0- upon the initial receipt of funds by Chambers in respect of the Chambers Sale, and (B) (1) prior to the Chambers Closing Date, the maximum
amount of Eligible In-Transit Inventory that may be included as Eligible Inventory for purposes of this paragraph (ii) shall not exceed $475,000 (based on the lower of cost or fair market value), and (2) from and after the Chambers Closing
Date Eligible In-Transit Inventory shall be excluded from Eligible Inventory; less 
 (iii) the Borrowing
Base Reserve (such reserve to be adjusted monthly or more frequently in Wells Fargo’s discretion, and to include, without limitation, (x) unpaid freight charges and customs duties for in-transit inventory and (y) accrued and unpaid
royalty and license payments owing by Companies), less  
 (iv) Indebtedness that Companies owe Wells
Fargo that has not been advanced on the Revolving Note, less  
 (v) Indebtedness that is not otherwise
described in Section 1 that Wells Fargo in its sole discretion finds on the date of determination to be equal to Wells Fargo’s net credit exposure with respect to any swap, derivative, foreign exchange, hedge, deposit, treasury management
or similar transaction or arrangement extended to any Company by Wells Fargo and any Indebtedness owed by Company to Wells Fargo Merchant Services, L.L.C.” 
 3.3 Section 1.3(a)(i)(B) of the Credit Agreement. Section 1.3(a)(i)(B) of the Credit Agreement is hereby deleted in its entirety and replaced with the following: 

“(B) LIBOR Advances. [Intentionally Omitted].” 
 3.4 Section 1.4 of the Credit Agreement. Section 1.4 of the Credit Agreement is hereby deleted in its entirety and replaced with the following: 

“1.4 LIBOR Advances. [Intentionally Omitted].” 

  
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 3.5 Section 1.6(a) of the Credit Agreement. Section 1.6(a) of the Credit
Agreement is hereby deleted in its entirety and replaced with the following: 
 “(a) Interest Rates
Applicable to Line of Credit. Except as otherwise provided in this Agreement, the unpaid principal amount of each Line of Credit Advance evidenced by the Revolving Note shall accrue interest at an annual interest rate calculated as follows:

 Floating Rate Pricing 

The “Floating Rate” for Line of Credit Advances = the Daily Three Month LIBOR rate plus five and one-half
percent (5.50%), which rate shall change whenever the Daily Three Month LIBOR rate changes.” 
 3.6 Section 1.7 of
the Credit Agreement. Section 1.7(f) of the Credit Agreement is hereby amended by deleting it in its entirety and replacing it with the following: 
 “(f) Line of Credit Termination and/or Reduction Fees. [Intentionally Omitted].” 
 3.7 Section 1.10(a) of the Credit Agreement. Section 1.10(a) of the Credit Agreement is hereby amended by deleting the amount “$7,500,000” and replacing it with
“$1,000,000” where it appears in such section. 
 3.8 Section 5.1 of the Credit Agreement. The following
new paragraphs (s) and (t) are hereby added to the end of Section 5.1 of the Credit Agreement: 

“(s) Weekly Cash Budget Reporting. On or before Tuesday of each week, or more frequently if Wells Fargo so
requires, (1) a report of the Companies’ actual sales and cash disbursements as compared to Companies’ forecasted sales and cash disbursements for same week, in the form substantially similar to the Weekly Cash Budget (as defined in
the Forbearance Agreement); and (2) with respect to each of the financial tests described in Section 4 of the Forbearance Agreement, Companies shall provide Wells Fargo with a compliance certificate, prepared and signed by Companies’
chief financial officer (or such other Person satisfactory to Wells Fargo) and in form and substance acceptable to Wells Fargo, setting forth the calculations for each of such financial tests.” 

“(t) Weekly Telephone Reporting. On or before Wednesday of each week, Companies shall participate in a
telephone call with Wells Fargo which is scheduled at a reasonable time to discuss the status of the Chambers Sale, the weekly cash budget report delivered by Companies, and such other matters as Wells Fargo may require in its sole discretion;
provided, it shall not be an Event of Default unless Wells Fargo provides Companies with an Authenticated Record that they have so failed to comply and Companies do not make themselves available to participate in a call within two (2) Business
Days thereafter.” 

  
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 3.9 Exhibit A to the Credit Agreement. Exhibit A to the Credit Agreement is hereby
amended as follows: 
 (a) The following definitions are hereby added to Exhibit A to the Credit Agreement in the
appropriate alphabetical position: 
 “Chambers Closing Date” has the meaning set forth in
Section 1.1(a) of the Credit Agreement. 
 “Chambers Sale” has the meaning set forth in
Section 1.1(a) of the Credit Agreement. 
 “Daily Three Month LIBOR” means, for any day, the rate
of interest equal to LIBOR then in effect for delivery for a 
three (3) month period. When interest is determined in relation to Daily Three Month LIBOR, each change in the interest rate shall become effective each Business Day that Wells
Fargo determines that Daily Three Month LIBOR has changed. 
 “First Amendment Effective Date” means
the date that each of the conditions precedent described in Section 7 of the Forbearance Agreement have been satisfied. 
 “Forbearance Agreement” means that certain Forbearance Agreement and First Amendment to Credit and Security Agreement, among the Companies and Wells Fargo, dated as of July
    , 2009. 
 (b) The definition of “Inventory Sublimit” is hereby deleted in its entirety and
replaced with the following: 
 “Inventory Sublimit” shall initially mean $5,000,000; provided that if the Maximum Line
Amount is decreased to $6,500,000 upon the Chambers Closing Date in accordance with this Agreement, the Inventory Sublimit shall be $3,500,000.” 
 (c) The definitions of “LIBOR Advance” and “LIBOR Advance Rate” shall be deleted in their entirety and shall not be replaced. Any reference to such terms in the Loan Documents shall
have no further force and effect and shall be read as if such sentence had not included such terms, mutatis mutandis. 

3.10 Exhibit G to the Credit Agreement. Exhibit G to this Amendment is hereby added as a new Exhibit G to the
Credit Agreement. 

  
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 4. Financial Covenants During the Forbearance Period. Commencing June 7, 2009, and continuing
through (and including) July 31, 2009, Companies shall comply with the following financial covenants (collectively, the “Financial Tests”): 
 4.1 Minimum Net Sales. Companies, on a consolidated basis, shall achieve, for each period set forth below, Net Sales, determined as of the following test dates, of not less than the amount set
forth for each such period: 
  

					
	 Period and Test Date
	  	Minimum Net Sales	 
	 June 7, 2009 through June 27, 2009
	  	$	2,174,000	  
	 June 7, 2009 through July 11, 2009
	  	$	4,051,000	  
	 June 7, 2009 through July 25, 2009
	  	$	4,592,000	  

 4.2 Minimum Net
Cash Flow. Companies shall achieve, for each period set forth below, Net Cash Flow, determined as of the following test dates, of not less than the amount set forth for each such period. 

 

					
	 Period and Test Date
	  	Minimum Net Cash Flow	 
	 June 7, 2009 through June 27, 2009
	  	$	<444,000>	  
	 June 7, 2009 through July 11, 2009
	  	$	<1,442,000>	  
	 June 7, 2009 through July 25, 2009
	  	$	<2,434,000>	  

 For purposes of this
Section 4, (i) “Net Sales” means the Companies’ gross sales, on a consolidated basis, less applicable returns, discounts and allowances, and (ii) “Net Cash Flow” means total cash receipts received by Companies
less total disbursements of the Companies, on a consolidated basis; provided, that in order to calculate the Companies’ Net Cash Flow, amounts received by Companies from the sale of Chambers’ assets referred to in Section 3.1
of this Amendment shall not be included in such calculation. 
 5. No Other Changes. Except as explicitly amended or waived by this
Amendment, all of the terms and conditions of the Credit Agreement shall remain in full force and effect and shall apply to any advance or letter of credit thereunder. 
 6. Forbearance Fee. Companies shall pay Wells Fargo a forbearance fee (the “Forbearance Fee”), which fee shall be deemed fully earned and non-refundable as of the date of this
Amendment in the amount of $340,000, payable in accordance with the following schedule: (i) $170,000 payable on the earlier of the Chambers Closing Date or the Forbearance Termination Date; and (ii) $170,000 payable upon the Forbearance
Termination Date. 
 7. Conditions Precedent. This Amendment shall be effective when Wells Fargo shall have received and accepted an
executed original of this Amendment, together with each of the following, each in substance and form acceptable to Wells Fargo in its sole discretion: 
 7.1 The Mortgage, Assignment of Rents and Security Agreement (the “Mortgage”) for that certain property located at 107 Main Street, Penobscot, Maine, duly executed by Penobscot;


  
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 7.2 A Certificate of the Secretary of each Company certifying as to (i) the resolutions
of the board of directors of such Company approving the execution and delivery of this Amendment, (ii) the fact that the articles of incorporation and bylaws of such Company, which were certified and delivered to Wells Fargo pursuant to the
Certificate of Authority of such Company’s secretary or assistant secretary dated [                    ], continue in full force and effect and
have not been amended or otherwise modified except as set forth in the Certificate to be delivered, and (iii) certifying that the officers and agents of such Company who have been certified to Wells Fargo, pursuant to the Certificate of
Authority of such Company’s secretary or assistant secretary dated [                    ], as being authorized to sign and to act on behalf of
such Company continue to be so authorized or setting forth the sample signatures of each of the officers and agents of such Company authorized to execute and deliver this Amendment and all other documents, agreements and certificates on behalf of
such Company; and 
 7.3 Such other matters as Wells Fargo may require. 

8. Covenants; Conditions Subsequent. During the Forbearance Period, Companies shall comply with the following covenants, unless Wells Fargo shall
consent otherwise in an Authenticated Record delivered to the applicable Company. 
 8.1 Companies shall consummate the Chambers
Sale on or before July 15, 2009; 
 8.2 Companies shall cause Focus Management Group or such other third party management
services reasonably acceptable to Wells Fargo to provide support to Companies, including, but not necessarily limited to, (i) monitoring the Companies’ performance in relation to the Companies’ 13-week cash flow budget;
(ii) assisting with the preparation of a weekly cash budget reports; (iii) participating with the Companies in the weekly telephone calls with Wells Fargo required by this Amendment; and (iv) providing cash planning support to
Companies; and 
 8.3 On or before July 31, 2009, Companies shall pay to Wells Fargo in immediately available funds an
amount sufficient to repay the Indebtedness in full. 
 Companies’ failure to timely comply with the items described in the
foregoing Sections 8.1, 8.2 and 8.3 shall constitute an immediate Event of Default with no applicable cure period. 
 9. Chambers
Sale. Concurrent with the First Amendment Effective Date, Wells Fargo shall execute and deliver to Chambers that certain Waiver, Consent and Partial Lien Termination in the form attached hereto as Exhibit A. 

  
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 10. Events of Default. In the event Company fails to comply with any or all of the terms, conditions,
or covenants set forth in this Amendment or if any other Event of Default (other than a Designated Event of Default) shall occur, the Forbearance Period shall automatically end, and Wells Fargo may, in Wells Fargo’s sole discretion, immediately
proceed to exercise any or all legal rights and remedies in any order selected by Wells Fargo, including the recordation and enforcement of the Mortgage in the State of Maine, and those other rights and remedies contained in the Loan and Security
Documents, all without any further notice to Companies (except as expressly required by the Loan Documents or applicable law). 
 11.
Representations and Warranties. Each Company hereby represents and warrants to Wells Fargo as follows: 
 11.1 Such
Company has all requisite power and authority to execute this Amendment and any other agreements or instruments required hereunder and to perform all of its obligations hereunder, and this Amendment and all such other agreements and instruments has
been duly executed and delivered by such Company and constitute the legal, valid and binding obligation of such Company, enforceable in accordance with its terms. 
 11.2 The execution, delivery and performance by such Company of this Amendment and any other agreements or instruments required hereunder have been duly authorized by all necessary corporate action and do
not (i) require any authorization, consent or approval by any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) violate any provision of any law, rule or regulation or of any order,
writ, injunction or decree presently in effect, having applicability to such Company, or the articles of incorporation or by-laws of such Company, or (iii) result in a breach of or constitute a default under any indenture or loan or credit
agreement or any other agreement, lease or instrument to which such Company is a party or by which it or its properties may be bound or affected. 
 11.3 All of the representations and warranties contained in Article IV of the Credit Agreement are correct on and as of the date hereof as though made on and as of such date, except (i) to the extent
that such representations and warranties relate solely to an earlier date, (ii) that the Designated Events of Default have occurred; and (iii) to the extent otherwise disclosed to Wells Fargo in writing and consented to or waived by Wells
Fargo. 
 12. References. All references in the Credit Agreement to “this Agreement” shall be deemed to refer to the Credit
Agreement as amended hereby; and any and all references in the Security Documents to the Credit Agreement shall be deemed to refer to the Credit Agreement as amended hereby. 
 13. Maine Property. Companies agree that they will not transfer or encumber the real property described in the Mortgage, except in favor of Wells Fargo. 

14. No Other Waiver. The execution of this Amendment and the acceptance of all other agreements and instruments related hereto shall not be deemed
to be a waiver of any Default or Event of Default under the Credit Agreement (including, but not limited to, the Designated Events of Default) or a waiver of any breach, default or event of default under any Security Document or other document held
by Wells Fargo, whether or not known to Wells Fargo and whether or not existing on the date of this Amendment. 

  
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 15. Release. Each Company hereby absolutely and unconditionally releases and forever discharges Wells
Fargo, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents, attorneys,
and employees of any of the foregoing, from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, which such
Company has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Amendment, whether such claims,
demands and causes of action are matured or unmatured or known or unknown. It is the intention of each Company in executing this release that the same shall be effective as a bar to each and every claim, demand and cause of action specified and in
furtherance of this intention the Company waives and relinquishes all rights and benefits under Section 1542 of the Civil Code of the State of California, which provides: 

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR
AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MIGHT HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” 

The parties acknowledge that each may hereafter discover facts different from or in addition to those now known or believed to be true with respect to
such claims, demands, or causes of action and agree that this instrument shall be and remain effective in all respects notwithstanding any such differences or additional facts. 
 16. Costs and Expenses. Companies hereby reaffirm their agreement under the Credit Agreement to pay or reimburse Wells Fargo on demand for all costs and expenses incurred by Wells Fargo in
connection with the Loan Documents, including without limitation all reasonable fees and disbursements of legal counsel. Without limiting the generality of the foregoing, Companies specifically agree to pay all fees and disbursements of counsel to
Wells Fargo for the services performed by such counsel in connection with the preparation of this Amendment and the documents and instruments incidental hereto. Companies hereby agree that Wells Fargo may, at any time or from time to time in its
sole discretion and without further authorization by Companies, make a loan to Companies under the Credit Agreement, or apply the proceeds of any loan, for the purpose of paying any such fees, disbursements, costs and expenses and the Forbearance
Fee required under Section 6 of this Amendment. 
 17. Miscellaneous. This Amendment may be executed in any number of counterparts,
each of which when so executed and delivered shall be deemed an original and all of which counterparts, taken together, shall constitute one and the same instrument. Signed counterparts delivered by facsimile or electronic mail transmission shall
also be binding of the parties, regardless of whether a signed original is also delivered. 
 [Signatures on the next page]


  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first
above written. 
  

			
	PHOENIX FOOTWEAR GROUP, INC.
		
	By:	 	 /s/ James R. Riedman

	Print Name:	 	 James R. Riedman

	Title:	 	 Chairman

	
	PENOBSCOT SHOE COMPANY
		
	By:	 	 /s/ James R. Riedman

	Print Name:	 	 James R. Riedman

	Title:	 	 Chairman

	
	H.S. TRASK & CO.
		
	By:	 	 /s/ James R. Riedman

	Print Name:	 	 James R. Riedman

	Title:	 	 Chairman

	
	CHAMBERS BELT COMPANY
		
	By:	 	 /s/ James R. Riedman

	Print Name:	 	 James R. Riedman

	Title:	 	 Chairman

	
	PHOENIX DELAWARE ACQUISITION, INC.
		
	By:	 	 /s/ James R. Riedman

	Print Name:	 	 James R. Riedman

	Title:	 	 Chairman

	
	WELLS FARGO BANK, NATIONAL ASSOCIATION
		
	By:	 	 /s/ Harry L. Joe

	Print Name:	 	Harry L. Joe
	Title:	 	Vice President



  
 Forbearance Agreement
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 WAIVER, CONSENT AND PARTIAL LIEN TERMINATION 

This Waiver, Consent and Partial Lien Termination, dated as of July 7, 2009 (“Waiver”), is entered into by
and among PHOENIX FOOTWEAR GROUP, INC., a Delaware corporation (“Phoenix Footwear”), PENOBSCOT SHOE COMPANY, a Maine corporation (“Penobscot”), H.S. TRASK & CO., a Montana corporation
(“Trask”), CHAMBERS BELT COMPANY, a Delaware corporation (“Chambers”), PHOENIX DELAWARE ACQUISITION, INC., a Delaware corporation (“Phoenix Acquisition”; and together with
Phoenix Footwear, Penobscot, Trask, and Chambers, collectively, the “Companies”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, acting through its Wells Fargo Business Credit operating division (“Wells
Fargo”). 
 RECITALS 
 A. The Companies and Wells Fargo are parties to that certain Credit and Security Agreement, dated June 10, 2008 (as amended, the “Credit Agreement”). All capitalized terms not
otherwise defined in this Waiver shall have the meanings ascribed thereto in the Credit Agreement. 
 B. Chambers and Tandy
Brands, Accessories, Inc., a Delaware corporation (“Tandy”) have entered into an Amended and Restated Asset Purchase Agreement, dated July 7, 2009 (“APA”), which provides for the purchase by Tandy
from Chambers of certain assets of Chambers as described in the APA (the “Acquired Assets”). 
 C. The
Companies have requested that Wells Fargo consent to the APA and the sale of the Acquired Assets in accordance with the APA, subject to the terms and conditions set forth in this Waiver. 

NOW, THEREFORE, in consideration of the premises and the other mutual covenants contained herein, the receipt and sufficiency of
which hereby are acknowledged, the parties hereto agree as follows: 
 1. Upon satisfaction of the conditions precedent set forth in
Section 3 of this Waiver, Wells Fargo hereby: 
 1.1 Consents to the transactions contemplated under the APA as set forth
in the APA; 
 1.2 Waives any restrictions set forth in the Credit Agreement to the extent such restrictions would otherwise
prevent Chambers from entering into and performing its obligations under the APA, including, but not limited to, Section 5.18 thereof; 
 1.3 Waives any Event of Default resulting from the sale of the Acquired Assets under the APA, including, but not limited to, any Event of Default occurring under Section 6.1(k) of the Credit
Agreement; provided that (i) Wells Fargo is not waiving any other Defaults or Events of Default that may be existing as of the date of this Waiver (the “Other Defaults”), and
(ii)







 
Wells Fargo reserves it right to exercise at any time any of its rights and remedies as a result of the occurrence of the Other Defaults; and 

1.4 Releases, terminates, and discharges its Security Interest in or to the Acquired Assets under the APA, upon consummation of the sale
of the Acquired Assets pursuant to the terms of the APA. 
 1.5 On the Closing Date under the APA, Wells Fargo shall provide
written confirmation to Tandy of the termination of its Security Interest in the Acquired Assets (provided that such confirmation may be contingent upon the receipt by Wells Fargo of the consideration referred to in Section 3.4 below), and
Wells Fargo agrees to file a UCC partial termination statement terminating such Security Interest in the Acquired Assets sold to Tandy pursuant to the APA upon receipt by Wells Fargo of the consideration referred to in Section 3.4 below.

 2. This Waiver is intended to be a Record entered into in compliance with Section 7.2 of the Credit Agreement. 

3. Notwithstanding the date of the execution or delivery of this Waiver, this Waiver shall be effective upon the satisfaction of the following
conditions: 
 3.1 Each of the Companies shall have duly executed and delivered this Waiver to Wells Fargo; 

3.2 All representations and warranties made by the Companies under this Waiver shall be true and correct in all material respects (except
to the extent already qualified by materiality, in which case they shall be true and correct in all respects) as of the date hereof; 
 3.3 No Default or Event of Default would result from the execution, delivery or performance of this Waiver; 
 3.4 Wells Fargo shall have received the “Purchase Price” described in Section 3.1(b)(i) of the APA; and 
 3.5 Chambers shall have irrevocably instructed Tandy to remit all payments due and owing to Chambers under the APA directly to Wells Fargo. 

3.6 Wells Fargo shall have received copies of the fully executed APA, all exhibits and schedules thereto, all agreements, instruments,
and other documents required to be delivered in accordance with the APA, and all amendments, modifications, and supplements to any of the foregoing, certified by the Companies as being true and complete copies. 

4. Wells Fargo agrees to instruct Tandy to discontinue making payments to Wells Fargo upon the termination of the Credit Agreement and the repayment in
full of all Indebtedness owing to Wells Fargo under or in connection with the Credit Agreement. 
 5. The Companies each hereby represents and
warrants to Wells Fargo as follows (with the understanding that Wells Fargo is relying materially on such representations and warranties in entering into and performing this Waiver): (i) the execution, delivery and performance by the








 
Companies of this Waiver are within its powers, have been duly authorized, and do not contravene (A) its certificates of incorporation or bylaws or other organizational documents,
(B) any applicable law, or (C) any other agreement, document, instrument, order, judgment, or decree to which it is a party or by which it is bound, (ii) this Waiver has been duly executed and delivered by each of the Companies, and
the execution, delivery and performance of this Waiver has been duly authorized by all requisite corporate action on the part of each of the Companies, (iii) this Waiver constitutes such Credit Party’s legal, valid and binding obligations
enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general
principles of equity, and (iv) all representations and warranties made by the Companies under the Loan Documents are true and correct in all material respects (except to the extent already qualified by materiality, in which case they shall be
true and correct in all respects) as of the date hereof (except (x) to the extent that any such representation and warranty expressly relates only to an earlier date, (y) that the Other Defaults have occurred and are continuing) and are
made as to this Waiver, and (z) to the extent otherwise disclosed to Wells Fargo in writing and consented to or waived by Wells Fargo). All representations and warranties made in this Waiver shall survive the execution and delivery of this
Waiver and no investigation by Wells Fargo shall affect such representations or warranties or the right of the Wells Fargo to rely upon them. 

6. Except as expressly provided in this Waiver, the execution, delivery and effectiveness of this Waiver shall not be deemed to be an amendment or
modification of, or operate as a waiver of, any provision of any Loan Document or any right, power or remedy of Wells Fargo, nor constitute a waiver of any provision of any Loan Document or of any Default or Event of Default. This Waiver shall not
preclude the future exercise of any right, remedy, power or privilege available to Wells Fargo whether under the Loan Documents, at law or otherwise. 
 7. This Waiver may be executed in any number of counterparts (including by facsimile or pdf.), and by the different parties hereto or thereto on the same or separate counterparts, each of which shall be
deemed to be an original instrument but all of which, as applicable, together shall constitute one and the same agreement. 
 8. This Waiver may
not be changed, amended, restated, waived, supplemented, discharged, canceled, terminated or otherwise modified orally or by any course of dealing or in any manner other than as provided in the applicable Loan Documents to which it relates or is a
part. This Waiver shall be considered part of the Credit Agreement and shall be a Loan Document for all purposes. 
 9. The Loan Documents as
amended by this Waiver constitute the final, entire agreement and understanding between the parties with respect to the subject matter thereof and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements between
the parties, and shall be binding upon and inure to the benefit of the successors and assigns of the parties thereto and supersede all other prior agreements and understandings, if any, relating to the subject matter thereof. There are no unwritten
oral agreements between the parties with respect to the subject matter thereof. 







 10. THIS WAIVER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE CHOICE OF LAW
PROVISIONS SET FORTH IN, AND SHALL BE SUBJECT TO THE ARBITRATION AND NOTICE PROVISIONS OF, THE CREDIT AGREEMENT. 
 11. None of the Companies
may assign, delegate or transfer this Waiver or any of its rights or obligations hereunder without the prior consent of Wells Fargo and any delegation, transfer or assignment in violation hereof shall be null and void. No rights are intended to be
created under this Waiver for the benefit of any third party donee, creditor or incidental beneficiary of any of the Companies or any other Person other than Wells Fargo. This Waiver shall be binding upon the Companies and their respective
successors and permitted assigns. 
 12. Except as specifically amended by this Waiver, (i) this Waiver shall not limit or diminish the
obligations or rights of the parties under the Loan Documents, and (ii) each of the Companies reaffirms its obligations under the Loan Documents to which it is a party and agrees that the Loan Documents remain in full force and effect and are
hereby ratified and confirmed. Each party consents to the execution and delivery of this Waiver by the other parties hereto. 

[Signatures on following page] 







 IN WITNESS WHEREOF, the undersigned have caused this Waiver to be executed by their
respective officers thereunto duly authorized, as of the date first above written. 
  

			
	PHOENIX FOOTWEAR GROUP, INC.
		
	By:	 	/s/ James R. Riedman
	Print Name:	 	James R. Riedman
	Title:	 	Chairman
	
	PENOBSCOT SHOE COMPANY
		
	By:	 	 /s/ James R. Riedman

	Print Name:	 	James R. Riedman
	Title:	 	Chairman
	
	H.S. TRASK & CO.
		
	By:	 	/s/ James R. Riedman
	Print Name:	 	James R. Riedman
	Title:	 	Chairman
	
	CHAMBERS BELT COMPANY
		
	By:	 	/s/ James R. Riedman
	Print Name:	 	James R. Riedman
	Title:	 	Chairman
	
	PHOENIX DELAWARE ACQUISITION, INC.
		
	By:	 	/s/ James R. Riedman
	Print Name:	 	James R. Riedman
	Title:	 	Chairman
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION
		
	By:	 	/s/ Harry L. Joe
	Print Name:	 	Harry L. Joe
	Title:	 	Vice President


 Waiver, Consent and Partial
Lien Release 
 WFBC/Phoenix (for Chambers sale to Tandy) 







 EXHIBIT G - WEEKLY CASH BUDGET 

Phoenix Footwear 
 Cash Flow Model

 For the Weeks ending June 6, through August 1, 2009 
 (000’s Omitted) 
  

																																					
	 	  	Actual	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	  	W/E
6/6/09	 	  	W/E
6/13/09	 	 	W/E
6/20/09	 	 	W/E
6/27/09	 	 	W/E
7/4/09	 	 	W/E
7/11/09	 	 	W/E
7/18/09	 	 	W/E
7/25/09	 	 	W/E
8/1/09	 
	 Beginning AR
	  	$	8,960	  	  	$	8,509	  	 	$	8,209	  	 	$	7,959	  	 	$	8,159	  	 	$	9,069	  	 	$	8,388	  	 	$	7,780	  	 	$	7,273	  
	 Sales
	  	 	685	  	  	 	600	  	 	 	650	  	 	 	1,100	  	 	 	1,900	  	 	 	219	  	 	 	292	  	 	 	292	  	 	 	1,055	  
	 Adjustments
	  	 	62	  	  				 				 				 	 	(90	) 	 				 				 				 			
	 Collections
	  	 	1,198	  	  	 	900	  	 	 	900	  	 	 	900	  	 	 	900	  	 	 	900	  	 	 	900	  	 	 	800	  	 	 	800	  
		  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Ending AR
	  	 	8,509	  	  	 	8,209	  	 	 	7,959	  	 	 	8,159	  	 	 	9,069	  	 	 	8,388	  	 	 	7,780	  	 	 	7,273	  	 	 	7,527	  
	 Sale of Chamber Assets to Tandy
	  				  				 				 				 				 				 				 				 			
	 CH Revenue 2008
	  				  				 				 				 				 	 	528	  	 	 	528	  	 	 	528	  	 	 	528	  
	 Assumed Retention Rate
	  				  				 				 				 				 	 	70	% 	 	 	70	% 	 	 	70	% 	 	 	70	% 
		  				  				 				 				 				 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 CH 2009 Revenue
	  				  				 				 				 				 	 	370	  	 	 	370	  	 	 	370	  	 	 	370	  
	 Earnout @ 21.5%
	  				  				 				 				 				 	 	79	  	 	 	79	  	 	 	79	  	 	 	79	  
	 Earnout Collection
	  				  				 				 				 				 	 	0	  	 	 	0	  	 	 	0	  	 	 	0	  
		  				  				 				 				 				 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Accrued Earnout
	  				  				 				 				 				 	 	79	  	 	 	159	  	 	 	238	  	 	 	318	  
	 Proceeds of Sale
	  				  				 				 				 				 				 				 				 			
	 Inventory-estimated
	  				  				 				 				 				 	 	3,200	  	 				 				 			
	 Equipment
	  				  				 				 				 				 	 	500	  	 				 				 			
	 Advance on Earnout
	  				  				 				 				 				 	 	430	  	 				 				 			
		  				  				 				 				 				 	 	 	 	 				 				 			
	 Cash Received at Closing
	  				  				 				 				 				 	 	4,130	  	 				 				 			
	 Cash Flow:
	  				  				 				 				 				 				 				 				 			
	 AR Receipts
	  	 	1,198	  	  	 	900	  	 	 	900	  	 	 	900	  	 	 	900	  	 	 	900	  	 	 	900	  	 	 	800	  	 	 	800	  
	 Other Receipts- Sale
	  				  				 				 				 				 	 	4,130	  	 				 				 			
	 Disbursements:
	  				  				 				 				 				 				 				 				 			
	 Covenant Not to Compete
	  	 	0	  	  	 	0	  	 	 	0	  	 	 	0	  	 	 	0	  	 	 	150	  	 	 	0	  	 	 	0	  	 	 	0	  
	 Severence (Ex-Officers)
	  	 	0	  	  	 	0	  	 	 	120	  	 	 	0	  	 	 	0	  	 	 	0	  	 	 	120	  	 	 	0	  	 	 	120	  
	 Chambers Shutdown
	  	 	0	  	  	 	0	  	 	 	0	  	 	 	0	  	 	 	274	  	 	 	104	  	 	 	0	  	 	 	97	  	 	 	0	  
	 CH AP
	  	 	0	  	  	 	0	  	 	 	0	  	 	 	0	  	 	 	0	  	 	 	0	  	 	 	200	  	 	 	200	  	 	 	200	  
	 VF Royalties
	  	 	0	  	  	 	0	  	 	 	0	  	 	 	0	  	 	 	0	  	 	 	175	  	 	 	0	  	 	 	300	  	 	 	0	  
	 Footwear Factories
	  	 	175	  	  	 	270	  	 	 	150	  	 	 	150	  	 	 	200	  	 	 	500	  	 	 	336	  	 	 	355	  	 	 	153	  
	 Accessories Factories
	  	 	200	  	  	 	300	  	 	 	120	  	 	 	250	  	 	 	200	  	 	 	125	  	 	 	154	  	 	 	7	  	 	 	0	  
	 Payroll
	  	 	178	  	  	 	170	  	 	 	178	  	 	 	170	  	 	 	178	  	 	 	0	  	 	 	186	  	 	 	0	  	 	 	186	  
	 Commissions
	  	 	0	  	  	 	30	  	 	 	0	  	 	 	0	  	 	 	0	  	 	 	0	  	 	 	220	  	 	 	0	  	 	 	0	  
	 Severance
	  	 	37	  	  	 	0	  	 	 	34	  	 	 	0	  	 	 	34	  	 	 	0	  	 	 	34	  	 	 	0	  	 	 	34	  
	 Insurance
	  	 	0	  	  	 	0	  	 	 	0	  	 	 	95	  	 	 	40	  	 	 	0	  	 	 	25	  	 	 	95	  	 	 	40	  
	 Freight
	  	 	50	  	  	 	80	  	 	 	40	  	 	 	40	  	 	 	40	  	 	 	40	  	 	 	40	  	 	 	40	  	 	 	40	  
	 Misc. AP
	  	 	132	  	  	 	166	  	 	 	81	  	 	 	238	  	 	 	131	  	 	 	68	  	 	 	47	  	 	 	61	  	 	 	56	  
	 Rents, Utilities, etc.
	  	 	32	  	  	 	65	  	 	 	25	  	 	 	15	  	 	 	82	  	 	 	0	  	 	 	0	  	 	 	25	  	 	 	42	  
	 Sensi - TB Settlement
	  	 	0	  	  	 	0	  	 	 	0	  	 	 	0	  	 	 	0	  	 	 	0	  	 	 	0	  	 	 	0	  	 	 	0	  
	 Professional Fees
	  	 	8	  	  	 	8	  	 	 	8	  	 	 	53	  	 	 	8	  	 	 	0	  	 	 	0	  	 	 	0	  	 	 	107	  
	 Wells Interest & Fees
	  	 	0	  	  	 	0	  	 	 	0	  	 	 	0	  	 	 	0	  	 	 	170	  	 	 	0	  	 	 	0	  	 	 	0	  
	 Wells Interest & Fees
	  	 	50	  	  	 	10	  	 	 	0	  	 	 	0	  	 	 	45	  	 	 	19	  	 	 	0	  	 	 	0	  	 	 	40	  
	 Director Fees
	  	 	0	  	  	 	27	  	 	 	0	  	 	 	0	  	 	 	0	  	 	 	0	  	 	 	0	  	 	 	0	  	 	 	0	  
	 China / Brazil Operations
	  	 	0	  	  	 	20	  	 	 	20	  	 	 	0	  	 	 	0	  	 	 	25	  	 	 	20	  	 	 	0	  	 	 	0	  
	 Maquilladora & T&E
	  	 	55	  	  	 	60	  	 	 	60	  	 	 	60	  	 	 	60	  	 	 	60	  	 	 	5	  	 	 	5	  	 	 	5	  
		  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Total Disbursements
	  	 	917	  	  	 	1,206	  	 	 	836	  	 	 	1,071	  	 	 	1,292	  	 	 	1,436	  	 	 	1,387	  	 	 	1,185	  	 	 	1,023	  
	 Net Cash Flow
	  	 	281	  	  	 	(306	) 	 	 	64	  	 	 	(171	) 	 	 	(392	) 	 	 	(536	) 	 	 	(487	) 	 	 	(385	) 	 	 	(223	) 
		  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Cum. Net Cash Flow
	  				  	 	(306	) 	 	 	(242	) 	 	 	(413	) 	 	 	(805	) 	 	 	(1,341	) 	 	 	(1,828	) 	 	 	(2,213	) 	 	 	(2,436	) 








 EXHIBIT G - WEEKLY CASH BUDGET 

Phoenix Footwear 
 Cash Flow Model

 For the Weeks ending June 6, through August 1, 2009 
 (000’s Omitted) 
  

																																					
	 	  	Actual	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	  	W/E
6/6/09	 	 	W/E
6/13/09	 	 	W/E
6/20/09	 	 	W/E
6/27/09	 	 	W/E
7/4/09	 	 	W/E
7/11/09	 	 	W/E
7/18/09	 	 	W/E
7/25/09	 	 	W/E
8/1/09	 
	 Beginning Loan
	  	 	8,133	  	 	 	8,150	  	 	 	8,053	  	 	 	7,989	  	 	 	8,160	  	 	 	8,552	  	 	 	4,958	  	 	 	5,445	  	 	 	5,830	  
	 Advances
	  	 	1,215	  	 	 	803	  	 	 	836	  	 	 	1,071	  	 	 	1,292	  	 	 	1,436	  	 	 	1,387	  	 	 	1,185	  	 	 	1,023	  
	 Less: Collections
	  	 	1,198	  	 	 	900	  	 	 	900	  	 	 	900	  	 	 	900	  	 	 	5,030	  	 	 	900	  	 	 	800	  	 	 	800	  
		  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Ending Loan
	  	 	8,150	  	 	 	8,053	  	 	 	7,989	  	 	 	8,160	  	 	 	8,552	  	 	 	4,958	  	 	 	5,445	  	 	 	5,830	  	 	 	6,053	  
	 Total AR
	  	 	8,509	  	 	 	8,209	  	 	 	7,959	  	 	 	8,159	  	 	 	9,069	  	 	 	8,388	  	 	 	7,780	  	 	 	7,273	  	 	 	7,527	  
	 Ineligibles
	  	 	(1,139	) 	 	 	(945	) 	 	 	(945	) 	 	 	(945	) 	 	 	(945	) 	 	 	(1,400	) 	 	 	(1,400	) 	 	 	(1,400	) 	 	 	(1,400	) 
		  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Eligible AR
	  	 	7,370	  	 	 	7,264	  	 	 	7,014	  	 	 	7,214	  	 	 	8,124	  	 	 	6,988	  	 	 	6,380	  	 	 	5,873	  	 	 	6,127	  
	 Advance Rate
	  	 	81	% 	 	 	81	% 	 	 	81	% 	 	 	81	% 	 	 	81	% 	 	 	81	% 	 	 	81	% 	 	 	81	% 	 	 	81	% 
		  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 AR Collateral
	  	 	5,970	  	 	 	5,884	  	 	 	5,681	  	 	 	5,843	  	 	 	6,580	  	 	 	5,660	  	 	 	5,168	  	 	 	4,757	  	 	 	4,963	  
		  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Domestic Inventory
	  	 	12,222	  	 	 	12,100	  	 	 	12,100	  	 	 	12,100	  	 	$	11,800	  	 	$	8,300	  	 	$	8,300	  	 	$	8,300	  	 	$	8,300	  
	 Ineligibles
	  	 	(3,286	) 	 	 	(3,272	) 	 	 	(3,150	) 	 	 	(3,150	) 	 	 	(3,100	) 	 	 	(1,500	) 	 	 	(1,500	) 	 	 	(1,500	) 	 	 	(1,500	) 
		  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Eligible Inventory
	  	 	8,936	  	 	 	8,828	  	 	 	8,950	  	 	 	8,950	  	 	 	8,700	  	 	 	6,800	  	 	 	6,800	  	 	 	6,800	  	 	 	6,800	  
	 Advance Rate
	  	 	46	% 	 	 	46	% 	 	 	46	% 	 	 	46	% 	 	 	46	% 	 	 	46	% 	 	 	46	% 	 	 	46	% 	 	 	46	% 
		  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Domestic Inv Collateral
	  	 	4,111	  	 	 	4,061	  	 	 	4,117	  	 	 	4,117	  	 	 	4,002	  	 	 	3,128	  	 	 	3,128	  	 	 	3,128	  	 	 	3,128	  
		  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 In-Transit Inventory
	  	 	786	  	 	 	902	  	 	 	900	  	 	 	900	  	 	 	400	  	 	 	200	  	 	 	200	  	 	 	200	  	 	 	200	  
	 Advance Rate
	  	 	46	% 	 	 	46	% 	 	 	46	% 	 	 	46	% 	 	 	46	% 	 	 	0	% 	 	 	0	% 	 	 	0	% 	 	 	0	% 
		  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 In Transit Inv Collateral
	  	 	362	  	 	 	415	  	 	 	414	  	 	 	414	  	 	 	184	  	 	 	0	  	 	 	0	  	 	 	0	  	 	 	0	  
		  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Total Inventory Collateral
	  	 	4,472	  	 	 	4,476	  	 	 	4,531	  	 	 	4,531	  	 	 	4,186	  	 	 	3,128	  	 	 	3,128	  	 	 	3,128	  	 	 	3,128	  
		  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Total Collateral
	  	 	10,442	  	 	 	10,360	  	 	 	10,212	  	 	 	10,374	  	 	 	10,766	  	 	 	8,788	  	 	 	8,296	  	 	 	7,885	  	 	 	8,091	  
		  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Calculated Availability
	  	$	2,292	  	 	$	2,307	  	 	$	2,223	  	 	$	2,214	  	 	$	2,214	  	 	$	3,830	  	 	$	2,851	  	 	$	2,055	  	 	$	2,038	  
	 Less:
	  				 				 				 				 				 				 				 				 			
	 Letters of Credit
	  	 	0	  	 	 	265	  	 	 	265	  	 	 	265	  	 	 	265	  	 	 	265	  	 	 	53	  	 	 	53	  	 	 	0	  
	 Other Reserves
	  	 	1,896	  	 	 	1,896	  	 	 	1,896	  	 	 	1,896	  	 	 	1,896	  	 	 	1,896	  	 	 	1,896	  	 	 	1,896	  	 	 	1,896	  
		  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Availability/(Shortfall)
	  	$	396	  	 	$	146	  	 	$	62	  	 	$	53	  	 	$	53	  	 	$	1,669	  	 	$	902	  	 	$	106	  	 	$	142