CLASS A-1 NOTE PURCHASE AGREEMENT (SERIES 2012-1 VARIABLE FUNDING SENIOR NOTES, CLASS A-1) dated as of November 29, 2012 among ICON BRAND HOLDINGS LLC, ICON DE INTERMEDIATE HOLDINGS LLC, ICON DE HOLDINGS LLC and ICON NY HOLDINGS LLC each as a...Note Purchase Agreement • December 11th, 2012 • Iconix Brand Group, Inc. • Footwear, (no rubber) • New York
THIS CLASS A-1 NOTE PURCHASE AGREEMENT, dated as of November 29, 2012 (as amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is made by and among:
ICON BRAND HOLDINGS LLC, ICON DE INTERMEDIATE HOLDINGS LLC, ICON DE HOLDINGS LLC and ICON NY HOLDINGS LLC each as Co-Issuer and Citibank, N.A., as Trustee and Securities Intermediary BASE INDENTURE Dated as of November 29, 2012 Asset Backed Notes...Base Indenture • December 11th, 2012 • Iconix Brand Group, Inc. • Footwear, (no rubber) • New York
BASE INDENTURE, dated as of November 29, 2012, 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”), 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, the “Co-Issuers” and each, a “Co-Issuer”), each as a Co-Issuer, and Citibank, N.A., a national banking association, as trustee (in such capacity, the “Trustee”), and as securities intermediary.
November 29, 2012 MANAGEMENT AGREEMENT among ICON DE INTERMEDIATE HOLDINGS LLC, ICON BRAND HOLDINGS LLC, ICON DE HOLDINGS LLC, ICON NY HOLDINGS LLC, ICONIX BRAND GROUP, INC., as Manager and in its individual capacity, and CITIBANK, N.A., as TrusteeManagement Agreement • December 11th, 2012 • Iconix Brand Group, Inc. • Footwear, (no rubber) • New York
This MANAGEMENT AGREEMENT, dated as November 29, 2012 (this “Agreement”), is entered into by and among Icon DE Intermediate Holdings LLC, a Delaware limited liability company (“Brand Holdings I”), Icon Brand Holdings LLC, a Delaware limited liability company (“Brand Holdings II”), Icon DE Holdings LLC, a Delaware limited liability company (“IP Holder I”), Icon NY Holdings LLC, a Delaware limited liability company (“IP Holder II”, and together with Brand Holdings I, Brand Holdings II and IP Holder I, the “Co-Issuers”), Iconix Brand Group, Inc., a Delaware corporation (“Iconix” or the “Manager”), Citibank, N.A., a national banking association, as trustee (the “Trustee”), and any other Securitization Entity that becomes party to this Agreement by execution of a joinder substantially in the form attached hereto as Exhibit A. For all purposes of this Agreement, capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed thereto in Annex A to the Base Inde
ICON BRAND HOLDINGS LLC, ICON DE INTERMEDIATE HOLDINGS LLC, ICON DE HOLDINGS LLC and ICON NY HOLDINGS LLC each as Co-Issuer and CITIBANK, N.A., as Trustee and Series 2012-1 Securities Intermediary SERIES 2012-1 SUPPLEMENT Dated as of November 29, 2012...Series Supplement • December 11th, 2012 • Iconix Brand Group, Inc. • Footwear, (no rubber) • New York
SERIES 2012-1 SUPPLEMENT, dated as of November 29, 2012 (this “Series 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 (the “IP Holder I”), ICON NY HOLDINGS LLC, a Delaware limited liability company (“IP Holder II” and, together with the Brand Holdings I, Brand Holdings II and IP Holder I, collectively, the “Co-Issuers” and each, a “Co-Issuer”), each as a Co-Issuer, and CITIBANK, N.A., a national banking association, as trustee (in such capacity, the “Trustee”) and as Series 2012-1 Securities Intermediary, to the Base Indenture, dated as of the date hereof, by and among the Co-Issuers and CITIBANK, N.A., as Trustee and as Securities Intermediary (as amended, modified or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”).
