]
Related Conduit Investor
(if applicable)
[
]
[
], as
Acquiring Committed Note Purchaser
Address:
Attention:
Telephone:
Facsimile:
Purchased Percentage of Transferor's Commitment: [
]%
Prior Commitment Amount: $[
]
Revised Commitment Amount: $[
]
Prior Maximum Investor Group Principal Amount: $[
]
B-8
Revised Maximum Investor Group Principal Amount: $[
]
Related Conduit Investor
(if applicable)
[
]
[
], as
related Funding Agent
Address:
Attention:
Telephone:
Facsimile:
B-9
EXHIBIT C TO CLASS A-1
NOTE PURCHASE AGREEMENT
INVESTOR GROUP SUPPLEMENT, dated as of [
], among (i) [
]
(the "Transferor Investor Group"), (ii) [
] (the "Acquiring Investor
Group") and (iii) the Funding Agent with respect to the Acquiring Investor Group
listed on the signature pages hereof (each, a "Funding Agent").
W I T N E S S E T H:
WHEREAS, this Investor Group Supplement is being executed and delivered in
accordance with Section 9.17(c) of the Series 2012-1 Class A-1 Note Purchase
Agreement, dated as of November 29, 2012 (as from time to time amended,
supplemented or otherwise modified in accordance with the terms thereof, the
"Series 2012-1 Class A-1 Note Purchase Agreement"; terms defined therein being
used herein as therein defined), among the Co-Issuers, the Conduit Investors,
Committed Note Purchasers and Funding Agents named therein, the L/C Provider and
Swingline Lender named therein, Iconix Brand Group, Inc., as Manager, and
Barclays Bank PLC, as Administrative Agent (in such capacity, the
"Administrative Agent");
WHEREAS, the Acquiring Investor Group wishes to become a Conduit Investor and
[a] Committed Note Purchaser[s] with respect to such Conduit Investor under the
Series 2012-1 Class A-1 Note Purchase Agreement; and
WHEREAS, the Transferor Investor Group is selling and assigning to the Acquiring
Investor Group [all] [a portion of] its respective rights, obligations and
commitments under the Series 2012-1 Class A-1 Note Purchase Agreement, the
Series 2012-1 Class A-1 Advance Notes and each other Related Document to which
it is a party with respect to the percentage of its Commitment Amount specified
on Schedule I attached hereto;
NOW, THEREFORE, the parties hereto hereby agree as follows:
Upon the execution and delivery of this Investor Group Supplement by the
Acquiring Investor Group, each related Funding Agent with respect thereto, the
Transferor Investor Group, the Swingline Lender, the L/C Provider and, to the
extent required by Section 9.17(c) of the Series 2012-1 Class A-1 Note Purchase
Agreement, the Co-Issuers (the date of such execution and delivery, the
"Transfer Issuance Date"), the Conduit Investor and the Committed Note
Purchaser[s] with respect to the Acquiring Investor Group shall be parties to
the Series 2012-1 Class A-1 Note Purchase Agreement for all purposes thereof.
The Transferor Investor Group acknowledges receipt from the Acquiring Investor
Group of an amount equal to the purchase price, as agreed between the Transferor
Investor Group and the Acquiring Investor Group (the "Purchase Price"), of the
portion being purchased by the Acquiring Investor Group (the Acquiring Investor
Group's "Purchased Percentage") of (i) the aggregate Commitment[s] of the
Committed Note Purchaser[s]