8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) September 20, 2006 (September 15, 2006)

PHOENIX FOOTWEAR GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-31309	15-0327010
(Commission File Number)	(IRS Employer Identification No.)
5759 Fleet Street, Suite 220, Carlsbad, California	920088
(Address of Principal Executive Offices)	(Zip Code)

(760) 602-9688

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EXHIBIT 10.1

INFORMATION TO BE INCLUDED IN THE REPORT

Item 1.01 Entry Into a Material Definitive Agreement.

     On September 15, 2006, Phoenix Footwear Group, Inc. (the “Company”) and Manufacturers and Traders Trust Company (“M&T”) entered into amendment number 10 (the “Amendment”) to the Amended and Restated Credit Facility Agreement, dated as of August 3, 2005, between them (the “Credit Agreement”). Under the Credit Agreement, among other things, M&T made a term bridge loan of $7,000,000 to the Company (the “Bridge Loan”). The original maturity date of the Bridge Loan was December 31, 2005. Subsequent amendments of the Credit Agreement extended the maturity date of the Bridge Loan to September 15, 2006. The Amendment extends the maturity date of the Bridge Loan to October 13, 2006.

     This summary of the Amendment is qualified in its entirety by reference to the full text of the Amendment which is filed herewith as Exhibit 10.1 and incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

     The disclosure set forth above in Item 1.01 is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

          (c) Exhibits.

10.1 Amended and Restated Credit Facility Agreement Amendment Number 10 dated as of September 15, 2006 between Phoenix Footwear Group, Inc. and Manufacturers and Traders Trust Company.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PHOENIX FOOTWEAR GROUP, INC.
Date: September 20, 2006	By:	/s/ Kenneth E. Wolf
	Name:	Kenneth E. Wolf
	Title:	Chief Financial Officer

EXHIBIT LIST

Exhibit No.	Description
10.1	Amended and Restated Credit Facility Agreement Amendment Number 10 dated as of September 15, 2006 between Phoenix Footwear Group, Inc. and Manufacturers and Traders Trust Company.

EX-10.1

Exhibit 10.1

AMENDED AND RESTATED CREDIT FACILITY AGREEMENT
AMENDMENT NUMBER 10

     This AMENDED AND RESTATED CREDIT FACILITY AGREEMENT AMENDMENT NUMBER 10 (“Amendment”) is made as of the 15 day of September, 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).

     This Amendment amends the Amended and Restated Credit Facility Agreement (“Credit Agreement”) dated as of August 3, 2005 made between Borrower, the Agent, and the Lenders described therein, as previously amended by Amendment Number 1,2 3, 4, 5, 6, 7,8, 9, and 10.

     1. The definition of “Bridge Loan Maturity Date” contained in Section 1.1 of the Credit Agreement is hereby amended to read in its entirety as follows:

          “Bridge Loans Maturity Date” means October 13, 2006.

     2. Section 5.3(a) of the Credit Agreement is hereby amended to read in its entirety as follows:

     (a) Borrower shall pay interest to the Lenders on the outstanding principal amount of the Bridge Loans at the LIBOR Interest Rate plus seven percentage points (7.000%). Each LIBOR Rate shall be effective for the applicable Interest Period. Interest on the Bridge Loans shall be calculated on the basis of a year of 360 days for the actual number of days elapsed.

     3. In connection with this Amendment the Borrower agrees to pay to the Bank the Bank’s legal fees in connection herewith.

     4. All other terms of the Credit Agreement shall remain in full force and effect.

     5. Borrower represents and warrants that no Event of Default, or event that with the giving of notice or the passage of time or both would constitute an Event of Default, under the Credit Agreement has occurred and is continuing.

     IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

[Signature Pages Follow]

MANUFACTURERS AND TRADERS TRUST COMPANY, as Administrative Agent and on behalf of the Lenders
By:	/s/ John C. Morsch
	John C. Morsch
	Administrative Vice President

PHOENIX FOOTWEAR GROUP, INC.
By:	/s/ Kenneth E. Wolf
Title:	CFO