Issuance and Sale Sample Contracts

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 2013-1 Securities Intermediary SERIES 2013-1 SUPPLEMENT Dated as of June 21, 2013 to...
Issuance and Sale • June 27th, 2013 • Iconix Brand Group, Inc. • Footwear, (no rubber) • New York

SERIES 2013-1 SUPPLEMENT, dated as of June 21, 2013 (this “Series 2013-1 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 (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 2013-1 Securities Intermediary, to the Base Indenture, dated as of November 29, 2012, 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 2013-1 Supplements, the “Base Indenture”).

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