by and among IP HOLDINGS LLC AND ICONIX BRAND GROUP, INC. (f/k/a CANDIE’S, INC.) AND MICA FUNDING, LLC Dated as of August 28, 2006Note Purchase Agreement • September 1st, 2006 • Iconix Brand Group, Inc. • Footwear, (no rubber) • New York
THIS NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of August 28, 2006 and is by and among IP Holdings LLC, a Delaware limited liability company (the “Issuer”), Iconix Brand Group, Inc., (f/k/a Candie’s, Inc.), a Delaware corporation (“Iconix”), and Mica Funding, LLC, a Delaware limited liability company (the “Purchaser”).
ContractStock Issuance and Registration Rights Agreement • September 1st, 2006 • Iconix Brand Group, Inc. • Footwear, (no rubber) • New York
This STOCK ISSUANCE AND REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of August 28, 2006, by and among Iconix Brand Group, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and DDJ Capital Management, LLC, a Delaware limited liability company, as Agent (together with its successors and assigns, “DDJ”). Capitalized terms used but not concurrently or previously defined herein are defined in Section 8 hereof.
IP HOLDINGS LLC, as Issuer and WILMINGTON TRUST COMPANY, as Trustee FIFTH AMENDED AND RESTATED INDENTURE Dated as of August 28, 2006 IP HOLDINGS LLC ASSET-BACKED NOTESIndenture • September 1st, 2006 • Iconix Brand Group, Inc. • Footwear, (no rubber) • New York
This FIFTH AMENDED AND RESTATED INDENTURE (as amended from time to time as permitted hereby, this “Indenture”) is dated as of August 28, 2006, is by and between IP HOLDINGS LLC, a Delaware limited liability company (together with its permitted successors and assigns, the “Issuer”), and WILMINGTON TRUST COMPANY, a Delaware banking corporation (together with its permitted successors and assigns, the “Trustee”) and amends and restates in its entirety the Fourth Amended and Restated Indenture, dated as of April 11, 2006, by and between the parties hereto, as amended by Amendment No. 1 to Fourth Amended and Restated Indenture, dated as of August 14, 2006, by and between the parties hereto (as so amended, the “Fourth Amended and Restated Indenture”), which amended and restated in its entirety the Third Amended and Restated Indenture, dated as of September 1, 2005 (the “Third Amended and Restated Indenture”), by and between the parties hereto, which amended and restated in its entirety the Se
ASSET PURCHASE AGREEMENT DATED AS OF August 21, 2006 by and between LONDON FOG GROUP, INC., as Seller and ICONIX BRAND GROUP, INC., as BuyerAsset Purchase Agreement • September 1st, 2006 • Iconix Brand Group, Inc. • Footwear, (no rubber) • Washington
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of August 21, 2006, by and between London Fog Group, Inc., a Delaware corporation (“Seller”), and Iconix Brand Group, Inc., a Delaware corporation ““(“Buyer”). Unless defined in the text of this Agreement or the context expressly requires otherwise, capitalized terms used herein are defined in Appendix I.
