ICONIX BRAND GROUP, INC. (Form: 8-K, Received: 08/24/2017 17:03:23)

UNITED STATES

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): August 18, 2017

Iconix Brand Group, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-10593	11-2481903
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1450 Broadway, New York, NY		10018
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (212) 730-0030

Not Applicable

(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):

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement.

As previously announced on November 29, 2012, Icon Brand Holdings LLC, Icon DE Intermediate Holdings LLC, Icon DE Holdings LLC and Icon NY Holdings LLC (collectively, the “Co-Issuers”), each a limited-purpose, bankruptcy remote, wholly-owned indirect subsidiary of Iconix Brand Group, Inc. (the “Company”), entered into a revolving financing facility of Series 2012-1 Variable Funding Senior Notes, Class A-1 (the “Variable Funding Notes”), which allows for the funding of up to $100 million of Variable Funding Notes and certain other credit instruments. The Variable Funding Notes were issued under a Base Indenture dated November 29, 2012 (the “Base Indenture”) and the related supplemental indenture dated November 29, 2012 (the “Series 2012-1 Supplemental Indenture”), among the Co-Issuers and Citibank, N.A., as trustee and securities intermediary. Drawings and certain additional terms related to the Variable Funding Notes are governed by the Class A-1 Note Purchase Agreement dated November 29, 2012 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Purchase Agreement”), among the Co-Issuers, the Company, as manager, certain conduit investors, financial institutions and funding agents, and Barclays Bank PLC, as provider of letters of credit, as swingline lender and as administrative agent. The Variable Funding Notes were issued in a securitization transaction pursuant to which substantially all of the Company’s U.S. and Canadian revenue-generating assets, consisting principally of its intellectual property and license agreements for the use of its intellectual property, are held by the Co-Issuers.

On August 18, 2017 (the “Closing Date”), as further discussed under Item 2.03 below, (a) the Co-Issuers entered into the First Amendment to the Series 2012-1 Supplemental Indenture dated August 18, 2017 (the “Supplemental Indenture Amendment”), among the Co-Issuers and Citibank, N.A., as trustee and securities intermediary and (b) the Co-Issuers and the Company entered into the First Amendment to the Class A-1 Note Purchase Agreement dated August 18, 2017 (the “Purchase Agreement Amendment”), among the Co-Issuers, the Company, as manager, certain conduit investors, financial institutions and funding agents, and Guggenheim Securities Credit Partners, LLC, as provider of letters of credit, as swingline lender and as administrative agent. The information in Item 2.03 below is incorporated by reference in this Item 1.01.

Item 2.03

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

The information included in Item 1.01 above is incorporated by reference in this Item 2.03.

On the Closing Date, the Company entered into the Supplemental Indenture Amendment and the Purchase Agreement Amendment to, among other things, (i) extend the anticipated repayment date for the Variable Funding Notes from January 2018 to January 2020, (ii) decrease the L/C Commitment and the Swingline Commitment (as such terms are defined in the Supplemental Indenture Amendment) available under the Variable Funding Notes to $0 as of the Closing Date, (iii) replace Barclays Bank PLC with Guggenheim Securities Credit Partners, LLC, as provider of letters of credit, as swingline lender and as administrative agent under the Purchase Agreement and (iv) provide that, upon the disposition of intellectual property assets by the Co-Issuers as permitted by the Base Indenture, (x) the holders of the Variable Funding Notes will receive a mandatory prepayment, pro rata based on the amount of Variable Funding Notes held by such holder, and (y) the maximum commitment will be permanently reduced by the amount of the mandatory prepayment.

This brief description of the material terms of the Supplemental Indenture Amendment and the Purchase Agreement Amendment is qualified in its entirety by reference to the provisions of such agreements attached to this report as Exhibits 4.1, 4.2, 4.3, 10.1 and 10.2, which are incorporated herein by reference.

Item 7.01

Regulation FD Disclosure.

On August 21, 2017, the Company issued a press release announcing the consummation of the transactions described in Items 1.01 and 2.03, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, regardless of any general incorporation language in those filings. In addition, the press release contains statements intended as “forward-looking statements” which are subject to the cautionary statements about forward-looking statements set forth in such press release.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

4.1	Base Indenture dated November 29, 2012. ⁽¹⁾

4.2	Series 2012-1 Supplemental Indenture dated November 29, 2012. ⁽¹⁾

4.3	First Amendment to the Series 2012-1 Supplemental Indenture dated August 18, 2017.*

10.1	Class A-1 Note Purchase Agreement dated November 29, 2012, by and among the Company, the Co-Issuers, Certain Conduit Investors, Certain Financial Institutions, Certain Funding Agents, and Barclays Bank PLC, as L/C Provider, as Swingline Lender and as Administrative Agent. ⁽¹⁾

10.2

First Amendment to the Class A-1 Note Purchase Agreement dated August 18, 2017, by and among the Company, the Co-Issuers, Certain Conduit Investors, Certain Financial Institutions, Certain Funding Agents, and Guggenheim Securities Credit Partners, LLC, as L/C Provider, as Swingline Lender and as Administrative Agent.*

99.1	Press release titled “Iconix Brand Group Extends Maturity of Variable Funding Notes to January 2020” dated August 21, 2017.**

(1)	Filed as an exhibit to the Company’s Current Report on Form 8-K for the event dated November 29, 2012 and incorporated herein by reference.

*	Filed herewith.

**	Furnished herewith.

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.


ICONIX BRAND GROUP, INC.


By:		/s/ David K. Jones
		David K. Jones
		Executive Vice President and Chief Financial Officer

Date: August 24, 2017

EXHIBIT INDEX


Exhibit No.		Description

4.1		Base Indenture dated November 29, 2012. ⁽¹⁾

4.2		Series 2012-1 Supplemental Indenture dated November 29, 2012. ⁽¹⁾

4.3		First Amendment to the Series 2012-1 Supplemental Indenture dated August 18, 2017.*

10.1		Class A-1 Note Purchase Agreement dated November 29, 2012, by and among the Company, the Co-Issuers, Certain Conduit Investors, Certain Financial Institutions, Certain Funding Agents, and Barclays Bank PLC, as L/C Provider, as Swingline Lender and as Administrative Agent. ⁽¹⁾

10.2		First Amendment to the Class A-1 Note Purchase Agreement dated August 18, 2017, by and among the Company, the Co-Issuers, Certain Conduit Investors, Certain Financial Institutions, Certain Funding Agents, and Guggenheim Securities Credit Partners, LLC, as L/C Provider, as Swingline Lender and as Administrative Agent.*

99.1		Press release titled “Iconix Brand Group Extends Maturity of Variable Funding Notes to January 2020” dated August 21, 2017.**

(1)	Filed as an exhibit to the Company’s Current Report on Form 8-K for the event dated November 29, 2012 and incorporated herein by reference.

*	Filed herewith.

**	Furnished herewith.

Exhibit 4.3

EXECUTION COPY

FIRST AMENDMENT TO THE SERIES 2012-1 SUPPLEMENT

This AMENDMENT TO THE SERIES 2012-1 SUPPLEMENT (this “ Amendment ”), dated as of August 18, 2017, amends the Series 2012-1 Supplement, dated as of November 29, 2012 (as further amended, supplemented, amended and restated or otherwise modified from time to time, the “ Series 2012-1 Supplement ”), by and among Icon Brand Holdings LLC, a Delaware limited liability company (“ Brand Holdings II ”), Icon DE Intermediate Holdings LLC, a Delaware limited liability company (“ Brand Holdings I ”), Icon DE Holdings LLC, a Delaware limited liability company (“ IP Holder I ”) and Icon NY Holdings LLC, a Delaware limited liability company (“ IP Holder II ” and, together with Brand Holdings II, Brand Holdings I and IP Holder I, collectively, the “ Co-Issuers ”) and Citibank, N.A., as Trustee (the “ Trustee ”), to the Base Indenture, dated as of November 29, 2012 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “ Base Indenture ”), among the Co-Issuers and the Trustee. All capitalized terms used and not otherwise defined herein shall have the respective meanings provided therefor in the Definitions List attached as Annex A to the Base Indenture or the Series 2012-1 Supplement, as applicable.

W I T N E S S E T H :

WHEREAS, the Co-Issuers and the Trustee are parties to the Series 2012-1 Supplement;

WHEREAS, pursuant to Section 5.8 of the Series 2012-1 Supplement, the Series 2012-1 Supplement may be amended in accordance with the terms of the Base Indenture;

WHEREAS, pursuant to Section 13.2(a) of the Base Indenture, the Series 2012-1 Supplement may be amended if such amendment is in writing in a Supplement and consented to by the Control Party;

WHEREAS, the Co-Issuers have requested the consent of the Control Party to this Amendment as of the date hereof and this Amendment shall not be effective unless and until the Control Party has provided its written consent (in accordance with the terms and conditions of the Base Indenture) to the execution of this Amendment; and

WHEREAS, this Amendment shall become effective as of the date above first written if and when all conditions to effectiveness set forth herein have been satisfied.

NOW, THEREFORE, for and in consideration of the premises, and other good and valuable consideration the receipt and sufficiency of which are acknowledged, it is mutually covenanted and agreed, that the Series 2012-1 Supplement be amended and supplemented as follows:

SECTION 1: AMENDMENTS

Section 1.1 Amendment of Definitions . The following defined term, as set forth in Annex A of the Series 2012-1 Supplement, is hereby amended and restated in its entirety as follows:

““ L/C Commitment ” means (i) prior to the date hereof, the obligation of the L/C Provider to provide Letters of Credit pursuant to Section 2.07 of the Series 2012-1 Class A-1 Note Purchase Agreement and (ii) on and after the date hereof, $0 (i.e., there shall be no commitment).”

““ L/C Provider ” means Guggenheim Securities Credit Partners, LLC, in its capacity as provider of any Letter of Credit under the Series 2012-1 Class A-1 Note Purchase Agreement, and its permitted successors and assigns in such capacity.”

““ Series 2012-1 Class A-1 Other Amounts ” means, for any Monthly Allocation Date, the aggregate amount of any Series 2012-1 Class A-1 Breakage Amount, Class A-1 Indemnities, Increased Capital Costs, Increased Costs, Increased Tax Costs, L/C Other Reimbursement Costs, Other Class A-1 Transaction Expenses and Series 2012-1 Class A-1 Mandatory Payment Amounts then due and payable and not previously paid. For purposes of the Base Indenture, the “Series 2012-1 Class A-1 Other Amounts” shall be deemed to be “Class A-1 Senior Notes Other Amounts.”

““ Series 2012-1 Class A-1 Senior Notes Renewal Date ” means the Quarterly Payment Date in January 2020. For purposes of the Base Indenture, the “Series 2012-1 Class A-1 Senior Notes Renewal Date” shall be deemed to be a “Class A-1 Senior Notes Renewal Date.”

““ Swingline Commitment ” means (i) prior to the date hereof, the obligation of the Swingline Lender to make Swingline Loans pursuant to Section 2.06 of the Series 2012-1 Class A-1 Note Purchase Agreement and (ii) on and after the date hereof, $0 (i.e., there shall be no commitment).”

““ Swingline Lender ” means Guggenheim Securities Credit Partners, LLC, in its capacity as maker of Swingline Loans, and its permitted successors and assigns in such capacity.”

Section 1.2 Amendment to Section 3.6(b) . Section 3.6(b) of the Series 2012-1 Supplement is hereby amended and restated in its entirety as follows:

“(b) Series 2012 -1 Anticipated Repayment. The Series 2012-1 Final Payment is anticipated to occur on the Quarterly Payment Date occurring in January 2020 (such date, the “ Series 2012-1 Anticipated Repayment Date ”). The initial Series 2012-1 Class A-1 Senior Notes Renewal Date will be the Quarterly Payment Date occurring in January 2020.”

Section 1.3 Amendment to Section 4.3(d) . Section 4.3(d) of the Series 2012-1 Supplement is hereby amended and restated in its entirety as follows:

“(d) Each Series 2012-1 Class A-1 Note shall bear the following legend:

THE ISSUANCE AND SALE OF THIS SERIES 2012-1 CLASS A-1 NOTE (“THIS NOTE”) HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT JURISDICTION. THIS NOTE AND ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY TO PERSONS WHO ARE NOT COMPETITORS (AS DEFINED IN THE INDENTURE), UNLESS THE CO-ISSUERS GIVE WRITTEN CONSENT TO SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER, AND IN ACCORDANCE WITH THE PROVISIONS OF THE CLASS A-1 NOTE PURCHASE AGREEMENT, DATED AS OF NOVEMBER 29, 2012 AND AMENDED AS OF AUGUST 18, 2017 BY AND AMONG THE CO-ISSUERS, THE MANAGER, THE SERIES 2012-1 CLASS A-1 INVESTORS, THE SERIES 2012-1 SUBFACILITY LENDERS AND GUGGENHEIM SECURITIES CREDIT PARTNERS, LLC AS ADMINISTRATIVE AGENT.

The required legend set forth above shall not be removed from the Series 2012-1 Class A-I Notes except as provided herein.”

SECTION 2: REPRESENTATIONS AND WARRANTIES

In order to induce the Trustee to agree to, and the Control Party to consent to, this Amendment, the Co-Issuers hereby represent and warrant as follows for the benefit of the Secured Parties, as of the date hereof:

Section 2.1 Limited Liability Company and Governmental Authorization .

The execution, delivery and performance by the Co-Issuers of this Amendment (a) is within each Co-Issuers’ limited liability company powers and has been duly authorized by all necessary limited liability company action, (b) requires no action by or in respect of, or filing with, any governmental body, agency or official which has not been obtained, and (c) does not contravene, or constitute a default under, in any material respect any provision of applicable law or regulation or of the certificates of formation or limited liability company agreements of any of the Co-Issuers or of any law or governmental regulation, rule, contract, agreement, judgment, injunction, order, decree or other instrument binding upon any of the Co-Issuers or any Collateral or result in the creation or imposition of any Lien on any Collateral, except for Liens created by this Amendment or the other Related Documents. This Amendment has been executed and delivered by a duly authorized officer of the Co-Issuers.

Section 2.2 Binding Effect .

This Amendment is a legal, valid and binding obligation of each of the Co-Issuers enforceable against any of the Co-Issuers in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing).

Section 2.3 No Consent .

No consent or action by or in respect of, approval or other authorization of, or registration, declaration or filing with, any Governmental Authority or other Person is required for the valid execution and delivery of this Amendment or for the performance of any of the Co-Issuers’ obligations hereunder other than such consents, approvals, authorizations, registrations, declarations or filings as were obtained by the Co-Issuers prior to the Initial Closing Date, or the date hereof, as applicable.

SECTION 3: CONDITIONS PRECEDENT

This Amendment shall become effective and shall be binding on each of the parties hereto upon the satisfaction or due waiver of each of the following conditions precedent:

The written consent of the Control Party shall have been given to the terms of this Amendment and a copy thereof provided to the Trustee.

The Co-Issuers shall have provided written notice to each Rating Agency of this Amendment no less than ten (10) days prior to the effectiveness of this Amendment.

The Trustee and the Servicer shall have received an Opinion of Counsel, subject to the assumptions and qualifications stated therein in a form reasonably acceptable to the Trustee, dated the date hereof, substantially to the effect that this Amendment is authorized and permitted by the Series 2012-1 Supplement and the Base Indenture, that all conditions precedent provided for in the Series 2012-1 Supplement and the Base Indenture with respect to the execution and delivery of this Amendment have been satisfied, and that the Amendment will be valid and binding upon the Co-Issuers.

SECTION 4: MISCELLANEOUS

Section 4.1 Counterpart Originals .

The parties may sign any number of copies of this Amendment. Each signed copy shall be an original, but all of them together represent the same agreement.

Section 4.2 Ratification and Effect .

The Series 2012-1 Supplement, as amended and supplemented by this Amendment, is in all respects ratified and confirmed, shall continue to be in full force and effect, and shall be read, taken and construed as one and the same instrument.

Section 4.3 Effect of Amendment .

This Amendment is limited as specified and, except as expressly stated herein, shall not constitute a modification, acceptance or waiver of any other provision of the Series 2012-1 Supplement or the Base Indenture.

Section 4.4 Headings, etc.

The headings of the Sections of this Amendment have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

Section 4.5 Choice of Law .

THIS AMENDMENT SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.

Section 4.6 Trustee Responsibility .

The Trustee assumes no responsibility for the correctness of the recitals contained herein, which shall be taken as the statements of the Co-Issuers and the Trustee shall not be responsible or accountable in any way whatsoever for or with respect to the validity, execution or sufficiency of this Amendment and makes no representation with respect thereto. In entering into this Amendment, the Trustee shall be entitled to the benefit of every provision of the Base Indenture relating to the conduct of or affecting the liability of or affording protection to the Trustee.

IN WITNESS WHEREOF, the Trustee and the Co-Issuers have caused this Amendment to be duly executed by their respective duly authorized officers as of the day and year first written above.


ICON BRAND HOLDINGS LLC, as Co-Issuer

By:		/s/ Jason Schaefer
		Name: Jason Schaefer
		Title: Vice President

ICON DE INTERMEDIATE HOLDINGS LLC, as Co-Issuer

By:		/s/ Jason Schaefer
		Name: Jason Schaefer
		Title: Vice President

ICON DE HOLDINGS LLC, as Co-Issuer

By:		/s/ Jason Schaefer
		Name: Jason Schaefer
		Title: Vice President

ICON NY HOLDINGS LLC, as Co-Issuer

By:		/s/ Jason Schaefer
		Name: Jason Schaefer
		Title: Vice President

Signature Page to the First Amendment to the Series 2012-1 Supplement


CITIBANK, N.A., in its capacity as Trustee and as Securities Intermediary

By:		/s/ Anthony Bausa
		Name: Anthony Bausa
		Title: Vice President

Signature Page to the First Amendment to the Series 2012-1 Supplement


Acknowledged and Consented to by Midland Loan Services, a division of PNC Bank, National Association, as Control Party

By:		/s/ Gregory L. McFarland
		Name: Gregory L. McFarland
		Title: Senior Vice President Servicing Officer

Signature Page to the First Amendment to the Series 2012-1 Supplement

Exhibit 10.2

EXECUTION COPY

FIRST AMENDMENT TO THE

SERIES 2012-1 CLASS A-1 NOTE PURCHASE AGREEMENT

This AMENDMENT TO THE SERIES 2012-1 CLASS A-1 NOTE PURCHASE AGREEMENT (this “ Amendment ”), dated as of August 18, 2017, amends the Series 2012-1 Class A-1 Note Purchase Agreement, dated as of November 29, 2012 (as amended, modified or supplemented from time to time, the “ Purchase Agreement ”), by and among Iconix Brand Group, Inc., a Delaware corporation (the “ Manager ”), Icon Brand Holdings LLC, a Delaware limited liability company (“ Brand Holdings II ”), Icon DE Intermediate Holdings LLC, a Delaware limited liability company (“ Brand Holdings I ”), Icon DE Holdings LLC, a Delaware limited liability company (“ IP Holder I ”) and Icon NY Holdings LLC, a Delaware limited liability company (“ IP Holder II ” and, together with Brand Holdings II, Brand Holdings I and IP Holder I, collectively, the “ Co-Issuers ”), each of the undersigned Series 2012-1 Class A-1 Investors (collectively, the “ Noteholder Consenting Parties ”), the Series 2012-1 Class A-1 Noteholders and Guggenheim Securities Credit Partners, LLC, as administrative agent thereunder (“ GSCP ” and, together with its permitted successors and assigns, the “ Administrative Agent ”). All capitalized terms used and not otherwise defined herein shall have the respective meanings provided therefor in the Purchase Agreement, the Series 2012-1 Supplement, dated as of November 29, 2012 (as amended as of the date hereof and as further amended, modified or supplemented from time to time, the “ Series 2012-1 Supplement ”), by and among the Co-Issuers and Citibank, N.A., as Trustee (the “ Trustee ”), to the Base Indenture, dated as of November 29, 2012 (as amended, modified or supplemented from time to time, the “ Base Indenture ”), among the Co-Issuers and the Trustee, or the Definitions List attached as Annex A to the Base Indenture, as applicable.

W I T N E S S E T H :

Amendments to the Purchase Agreement

WHEREAS, the Co-Issuers, the Manager, the Administrative Agent, the Series 2012-1 Class A-1 Investors and the Series 2012-1 Class A-1 Noteholders are parties to the Purchase Agreement;

WHEREAS, pursuant to Section 9.01 of the Purchase Agreement, the Purchase Agreement may be amended if such amendment is in writing and signed by the Manager, the Co-Issuers and the Administrative Agent and with the consent of the Required Investor Group and each affected Investor;

WHEREAS, the Co-Issuers and the Manager have requested the consent of the Required Investor Group and each affected Investor to this Amendment as of the date hereof and this Amendment shall not be effective unless and until the Required Investor Group and each affected Investor has provided its consent to the execution of this Amendment;

WHEREAS, this Amendment shall become effective as of the date above first written if and when all conditions to effectiveness set forth herein have been satisfied;

Consent to the Amendment to the Series 2012-1 Supplement

WHEREAS, the Noteholder Consenting Parties constitute 100% of the Holders of the Series 2012-1 Class A-1 Notes;

WHEREAS, the Co-Issuers wish to amend the Series 2012-1 Supplement substantially in the form attached as Annex A hereto (the “ Series 2012-1 Indenture Supplement Amendment ”);

WHEREAS, the parties hereto wish to evidence the agreement that the Co-Issuers will not receive additional Advances under the Series 2012-1 Notes;

WHEREAS, pursuant to Section 9.01 of the Purchase Agreement, the consent of the Required Investor Group and each affected Investor is required to effect the Series 2012-1 Indenture Supplement Amendment; and

WHEREAS, the Noteholder Consenting Parties each wish to consent to Series 2012-1 Indenture Supplement Amendment in accordance with the terms hereof;

SECTION 1: AMENDMENTS TO THE PURCHASE AGREEMENT

Section 1.1 Amendment of Definitions . Section 1.01 of the Purchase Agreement is hereby amended by inserting the following definitions in in the appropriate alphabetical order:

““ Series 2012-1 Class A-1 Mandatory Payment Amount ” means with respect to any Permitted Asset Disposition an amount equal to (x) the quotient of (a) the applicable Release Price for such Permitted Asset Disposition divided by (b) the Aggregate Outstanding Principal Amount of the Class A-2 Notes immediately prior to payment of the Release Price for such Permitted Asset Disposition, multiplied by (y) the Series 2012-1 Class A-1 Outstanding Principal Amount as of any date no earlier than five Business Days prior to such Permitted Asset Disposition.”

Section 1.2 Amendment to Section 2.05(b) . Section 2.05(b) of the Purchase Agreement is hereby amended by (i) deleting the period at the end of paragraph (v) thereof and inserting “; and” in lieu thereof and (ii) adding the following paragraph (vi) thereto:

“(vi) in connection with any Permitted Asset Disposition, the Co-Issuers shall deposit into the Collection Account an amount equal to the Series 2012-1 Class A-1 Mandatory Payment Amount, which amount shall be treated as a Series 2012-1 Class A-1 Other Amount, and (x) the aggregate Commitment Amount shall be automatically and permanently reduced by the Series 2012-1 Class A-1 Mandatory Payment Amount, and each Committed Note Purchaser’s Commitment

Amount shall be reduced on a pro rata basis by such Series 2012-1 Class A-1 Mandatory Payment Amount based on each Committed Note Purchaser’s Commitment Amount, (y) the corresponding portions of the Series 2012-1 Class A-1 Maximum Principal Amount and the Maximum Investor Group Principal Amounts shall be automatically and permanently reduced on a pro rata basis based on each Investor Group’s Maximum Investor Group Principal Amount by a corresponding amount and (z) the Series 2012-1 Class A-1 Outstanding Principal Amount shall be repaid or prepaid in an aggregate amount equal to such Series 2012-1 Class A-1 Mandatory Payment Amount, in the case of each clause (x), (y) and (z), on the Quarterly Payment Date immediately succeeding such deposit in accordance with the Priority of Payments.”

Section 1.3 Amendment to Section 7.03 . Section 7.03 of the Purchase Agreement is hereby amended by (i) deleting the period at the end of clause (g) thereof and inserting “; and” in lieu thereof and (ii) adding the following clause (h) thereto:

“(h) each Series 2012-1 Class A-1 Noteholder and the Administrative Agent, in their sole and absolute discretion, shall have consented in writing to such Borrowing request.”

Section 1.4 Amendment to Schedule I . Schedule I to the Purchase Agreement is hereby amended and restated in its entirety and shall be replaced with Schedule I as set forth in Exhibit A hereto.

Section 1.5 Amendment to Embedded References . (a) Each reference to “Barclays Bank PLC” in the Purchase Agreement shall be replaced, in each instance, with “Guggenheim Securities Credit Partners, LLC”.

(b) Each reference to “Barclays Bank PLC” and the accompanying notice information in the Exhibits attached to the Purchase Agreement shall be replaced in its entirely with the following:

“Guggenheim Securities Credit Partners, LLC

c/o Guggenheim Securities, LLC

330 Madison Avenue, 8th Floor

New York, New York 10017”

SECTION 2: CONSENT TO SERIES 2012-1 INDENTURE SUPPLEMENT AMENDMENT

Section 2.1 Consent to Series 2012-1 Indenture Supplement Amendment . Effective as of the date hereof, the Noteholder Consenting Parties each hereby unconditionally and irrevocably consent to the Series 2012-1 Indenture Supplement Amendment.

SECTION 3: APPOINTMENT AND APPROVAL OF SUCCESSOR ADMINISTRATIVE AGENT

Section 3.1 Successor Administrative Agent . Pursuant to Section 5.07 of the Purchase Agreement, Barclays Bank PLC has provided its resignation as Administrative Agent, to become effective on the Effective Date. The Noteholder Consenting Parties hereby appoint GSCP as Administrative Agent and the Co-Issuers hereby approve such appointment.

SECTION 4: REPRESENTATIONS AND WARRANTIES

The Co-Issuers hereby represent and warrant as follows for the benefit of the Administrative Agent, the Required Investor Group and each affected Investor, as of the date hereof:

Section 4.1 Limited Liability Company and Governmental Authorization .

Section 4.2 Binding Effect .

Section 4.3 No Consent .

No consent or action by or in respect of, approval or other authorization of, or registration, declaration or filing with, any Governmental Authority or other Person is required for the valid execution and delivery of this Amendment or for the performance of any of the Co-Issuers’ obligations hereunder other than such consents, approvals, authorizations, registrations, declarations or filings as were obtained by the Co-Issuers prior to the initial Closing Date, or the date hereof, as applicable.

SECTION 5: CONDITIONS PRECEDENT

This Amendment shall become effective and shall be binding on each of the parties hereto upon the satisfaction or due waiver of each of the following conditions precedent (such date, the “ Effective Date ”):

The Assignment and Assumption Agreements between Iconix Brand Group, Inc. and each of Athene Annuity & Life Assurance Company, American Equity Investment Life Insurance Company, American Equity Investment Life Insurance Company, Midland National Life Insurance Company, Jefferson National Life Insurance Company, MidCap Funding IX Trust, MidCap Funding VI Trust, Midland National Life Insurance Company and North American Company for Life and Health Insurance shall have been executed and delivered and all transactions contemplated thereby shall have been consummated.

The Control Party has consented to the appointment of the successor Administrative Agent.

SECTION 6: MISCELLANEOUS

Section 6.1 Counterpart Originals .

The parties may sign any number of copies of this Amendment. Each signed copy shall be an original, but all of them together represent the same agreement.

Section 6.2 Ratification and Effect .

The Purchase Agreement, as amended and supplemented by this Amendment, is in all respects ratified and confirmed, shall continue to be in full force and effect, and shall be read, taken and construed as one and the same instrument.

Section 6.3 Effect of Amendment .

This Amendment is limited as specified and, except as expressly stated herein, shall not constitute a modification, acceptance or waiver of any other provision of the Purchase Agreement.

Section 6.4 Headings, etc.

Section 6.5 Choice of Law .

THIS AMENDMENT SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the Trustee and the Co-Issuers have caused this Amendment to be duly executed by their respective duly authorized officers as of the day and year first written above.


ICON BRAND HOLDINGS LLC, as Co-Issuer

By:		/s/ Jason Schaefer
		Name: Jason Schaefer
		Title: Vice President

ICON DE INTERMEDIATE HOLDINGS LLC, as Co-Issuer

By:		/s/ Jason Schaefer
		Name: Jason Schaefer
		Title: Vice President

ICON DE HOLDINGS LLC, as Co-Issuer

By:		/s/ Jason Schaefer
		Name: Jason Schaefer
		Title: Vice President

ICON NY HOLDINGS LLC, as Co-Issuer

By:		/s/ Jason Schaefer
		Name: Jason Schaefer
		Title: Vice President