Purchase Agreement.
Schedule I hereto sets forth (i) the Purchased Percentage for the Acquiring
Investor Group, (ii) the revised Commitment Amounts of the Transferor Investor
Group and the Acquiring Investor Group, and (iii) the revised Maximum Investor
Group Principal Amounts for the Transferor Investor Group and the Acquiring
Investor Group and (iv) administrative information with respect to the Acquiring
Investor Group and its related Funding Agent.
This Investor Group Supplement and all matters arising under or in any manner
relating to this Investor Group Supplement shall be governed by, and construed
in accordance with, the laws of the State of New York, and the obligations,
rights and remedies of the parties hereto shall be determined in accordance with
such law.
ALL PARTIES HEREUNDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY
RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED
HEREON OR ON THE SERIES 2012-1 CLASS A-1 NOTE PURCHASE AGREEMENT, OR ARISING OUT
OF, UNDER, OR IN CONNECTION WITH, THIS INVESTOR GROUP SUPPLEMENT OR THE SERIES
2012-1 CLASS A-1 NOTE
C-4
PURCHASE AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE PARTIES IN CONNECTION HEREWITH OR
THEREWITH. ALL PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE RECEIVED FULL AND
SIGNIFICANT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A
MATERIAL INDUCEMENT FOR ALL PARTIES TO ENTER INTO THIS INVESTOR GROUP
SUPPLEMENT.
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IN WITNESS WHEREOF, the parties hereto have caused this Investor Group
Supplement to be executed by their respective duly authorized officers as of the
date first set forth above.
[
], as Transferor Investor Group
By:
Title:
[
], as Acquiring Investor Group
By:
Title:
[
], as Funding Agent
By:
Title:
C-6
SCHEDULE I TO
INVESTOR GROUP SUPPLEMENT
LIST OF ADDRESSES FOR NOTICES
AND OF COMMITMENT AMOUNTS
[
], as
Transferor Investor Group
Prior Commitment Amount: $[
] Revised Commitment Amount:
$[
] Prior Maximum Investor Group Principal Amount: $[
]
Revised Maximum Investor Group Principal Amount: $[
]
[
], as
Acquiring Investor Group
Address:
Attention:
Telephone:
Facsimile:
Purchased Percentage of Transferor Investor Group's Commitment: [
]%
Prior Commitment Amount: $[
] Revised Commitment Amount:
$[
] Prior Maximum Investor Group Principal Amount: $[
]
C-7
Revised Maximum Investor Group Principal Amount: $[
] [
], as
related Funding Agent
Address:
Attention:
Telephone:
Facsimile:
C-8
EXHIBIT D TO CLASS A-1
NOTE PURCHASE AGREEMENT
[FORM OF PURCHASER'S LETTER]
[INVESTOR]
[INVESTOR ADDRESS]
Attention: [INVESTOR CONTACT]
[Date]
Ladies and Gentlemen:
Reference is hereby made to the Class A-1 Note Purchase Agreement dated
November 29, 2012 (the "NPA") relating to the offer and sale (the "Offering") of
up to $100,000,000 of Series 2012-1 Variable Funding Senior Notes, Class A-1
(the "Securities") of Icon Brand Holdings LLC, Icon DE Intermediate Holdings
LLC, Icon DE Holdings LLC and Icon NY Holdings LLC (collectively, the
"Co-Issuers"). The Offering will not be required to be registered with the
Securities and Exchange Commission pursuant to