NOTE PURCHASE AGREEMENT by and among IP HOLDINGS LLC AND ICONIX BRAND GROUP, INC. (f/k/a CANDIE’S, INC.) AND MICA FUNDING, LLC Dated as of April 11, 2006Note Purchase Agreement • April 17th, 2006 • Iconix Brand Group, Inc. • Footwear, (no rubber) • New York
THIS NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of April 11, 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”).
Page PRELIMINARY STATEMENT 1 GRANTING CLAUSES 2 ARTICLE I. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 3 Section 1.1. Definitions 3 Section 1.2. Acts of Noteholders 3 Section 1.3. Notices, etc. to Trustee, Issuer and IPHM 4 Section 1.4....Indenture • April 17th, 2006 • Iconix Brand Group, Inc. • Footwear, (no rubber) • New York
This FOURTH AMENDED AND RESTATED INDENTURE (as amended from time to time as permitted hereby, this “Indenture”) is dated as of April 11, 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 Third Amended and Restated Indenture, dated as of September 1, 2005 (the “Third Amended and Restated Indenture”), by the parties hereto, which amended and restated in its entirety the Second Amended and Restated Indenture, dated as of July 1, 2005 (the “Second Amended and Restated Indenture”), by the parties hereto, which amended and restated in its entirety the Amended and Restated Indenture, dated as of April 1, 2004 (the “First Amended and Restated Indenture”), by the parties hereto, which amended and restated in its entirety, the Inde
