Iconix Brand Group, Inc. (a Delaware corporation)Purchase Agreement • May 23rd, 2011 • Iconix Brand Group, Inc. • Footwear, (no rubber) • New York
Iconix Brand Group, Inc., a Delaware corporation (the “Company”), confirms its agreement with Barclays Capital Inc. and Goldman, Sachs & Co. and each of the other Initial Purchasers named in Schedule A hereto (collectively, the “Initial Purchasers,” which term shall also include any person substituted for an Initial Purchaser under Section 11 hereof), for whom Barclays Capital Inc. and Goldman, Sachs & Co. are acting as representatives (the “Representatives”), with respect to the issue and sale by the Company and the purchase by the Initial Purchasers of $275,000,000 aggregate principal amount of the Company’s 2.50% Convertible Senior Subordinated Notes due 2016, and with respect to the grant by the Company to the Initial Purchasers of the option described in Section 2(b) hereof to purchase all or any part of an additional $25,000,000 aggregate principal amount of Securities (as defined below) to cover over-allotments, if any. The aforesaid $275,000,000 aggregate principal amount of Se
Confirmation of OTC Convertible Note HedgeIconix Brand Group, Inc. • May 23rd, 2011 • Footwear, (no rubber) • New York
This Confirmation, together with the Agreement (as defined below), evidences a complete and binding agreement between Counterparty and GS&Co. as to the terms of the Transaction to which this Confirmation relates. This Confirmation shall be subject to, and form part of, an agreement in the 1992 form of the ISDA Master Agreement (Multicurrency Cross Border) (the “Master Agreement” or “Agreement”) as if we had executed an agreement in such form (but without any Schedule and with the elections specified in the “ISDA Master Agreement” Section of this Confirmation) on the Trade Date. In the event of any inconsistency between the provisions of that Agreement and this Confirmation, this Confirmation will prevail for the purpose of the Transaction. The parties hereby agree that the Transaction evidenced by this Confirmation shall be the only Transaction subject to and governed by the Agreement.
Goldman, Sachs & Co.Iconix Brand Group, Inc. • May 23rd, 2011 • Footwear, (no rubber) • New York
Goldman, Sachs & Co.Iconix Brand Group, Inc. • May 23rd, 2011 • Footwear, (no rubber) • New York
