8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 28, 2006

ICONIX BRAND GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-10593	11-2481093
(State or Other	(Commission	(IRS Employer
Jurisdiction of	File Number)	Identification No.)
Incorporation)

1450 Broadway, New York, NY	10018
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code(212) 730-0030

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

Item 2.01 Completion of Acquisition or Disposition of Assets

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant

Item 3.02 Unregistered Sales of Equity Securities

On August 28, 2006 (the “Closing Date”), Iconix Brand Group, Inc., (“Registrant”) completed the acquisition of the London Fog trademarks and certain related intellectual property assets (the “Assets”) from London Fog Group Inc. (“LFG”) for $30.5 million in cash and 482,423 shares of the Registrant’s common stock (the “Shares”). In addition, if the market value of the stock portion of the purchase price is less than $7.0 million on the date the Registration Statement (defined below) has been declared effective by the Securities and Exchange Commission, the Registrant will be required to issue such number of additional shares of the Registrant’s common stock as makes the total stock portion of the purchase price equal in value to $7.0 million as of such date.

The financing for this acquisition was accomplished through the private placement on August 28, 2006 by the Registrant’s subsidiary, IP Holdings LLC, of its asset-backed notes, secured by the intellectual property assets owned by IP Holdings (including the acquired Assets), together with approximately $3.1 million of the Registrant’s funds. The issuance of the asset-backed notes raised $29 million in new financing for IP Holdings (before giving effect to the payment of expenses related to their issuance and required deposits to reserve accounts), and approximately $130.9 million principal amount of the asset-backed notes were exchanged for all of the outstanding asset-backed notes previously issued by IP Holdings.

The $29 million principal amount of asset-backed notes representing the new financing portion of the private placement were used as follows: $27.5 million was paid to the seller of the Assets, approximately $112,500 was used to pay costs associated with the issuance of such notes and $1.35 million was deposited in a liquidity reserve account as required by the holder of the asset-backed notes.

Of the $159.9 principal amount of IP Holdings’ asset-backed notes outstanding immediately following the acquisition of the Assets, $56.7 million principal amount has a term of six years and bears interest at 8.45% per annum, $25.2 million principal amount has a term of six years and bears interest at 8.12% per annum and $78.0 million principal amount has a term of six and a half years and bears interest at 8.99% per annum.

The Registrant has agreed to file a registration statement (the “Registration Statement”) covering the resale of the Shares and will be required to pay certain penalties if the Registration Statement is not declared effective by the Securities and Exchange Commission within 60 days after the Closing Date.

The Shares were issued without registration under the Securities Act of 1933, as amended (the “Act”), in reliance upon the exemptions from registration provided under 4(2) of the Act. The issuance of the Shares did not involve any public offering; the Registrant made no solicitation in connection with the issuance of the Shares other than communications with the Seller and its designees; the Registrant has obtained representations from the recipient of the Shares regarding their investment intent, experience and sophistication; the recipients of the Shares had access to adequate information about the Registrant in order to make informed investment decisions and the certificates representing the Shares were issued with restricted securities legends.

In consideration for the purchase of the Assets by IP Holdings from the Registrant, IP Holdings paid to the Registrant $29 million and issued it limited liability interests in IP Holdings. IP Holdings’ asset-backed notes are secured by the Assets, as well as by other intellectual property assets owned by IP Holdings. The asset-backed notes were issued pursuant to a Fifth Amended and Restated Indenture between IP Holdings and Wilmington Trust Company, as trustee, and were purchased by Mica Funding, LLC pursuant to a Note Purchase Agreement among the Registrant, IP Holdings and Mica Funding, LLC. The payment of the principal of and interest on the asset-backed notes will be made from amounts received by IP Holdings under license agreements with various licensees of the Assets and IP Holdings’ other intellectual property assets. The Registrant is not obligated, and the Registrant’s assets are not available, to pay any amounts with respect to the asset-backed notes if amounts received under such license agreements are insufficient to make such payments. IP Holdings’ assets are not available to pay any obligations of the Registrant.

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The foregoing descriptions are qualified in their entirety by reference to the full text of the Asset Purchase Agreement, the Indenture, the Stock Issuance and Registration Rights Agreement and the Note Purchase Agreement, which are filed with this Report as Exhibit 2.1, Exhibit 4.1, Exhibit 10.1 and Exhibit 99.1, respectively and are incorporated herein by reference. The Asset Purchase Agreement, the Indenture, the Stock Issuance and Registration Rights Agreement and the Note Purchase Agreement have been so filed to provide investors with information regarding their respective terms and are not intended to provide any other factual information about the Registrant or LFG. The Asset Purchase Agreement, the Indenture, the Stock Issuance and Registration Rights Agreement and the Note Purchase Agreement each contain representations and warranties the parties thereto made to and solely for the benefit of the other parties thereto. Accordingly, investors and security holders should not rely on the representations and warranties as characterizations of the actual state of facts, since they were only made as of the date of such agreements. In addition, the Asset Purchase Agreement is modified by the underlying disclosure schedules. Moreover, information concerning the subject matter of the representations and warranties may change after the date of such agreements, which subsequent information may or may not be fully reflected in the Registrant’s public disclosures.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit 2.1* Asset Purchase Agreement, dated as of August 21, 2006, between the Registrant and London Fog Group, Inc.

Exhibit 4.1* Fifth Amended and Restated Indenture dated as of August 28, 2006 by and between IP Holdings LLC, as issuer, and Wilmington Trust Company as Trustee.

Exhibit 10.1 Stock Issuance and Registration Rights Agreement dated as of August 28, 2006, by and among the Registrant and DDJ Capital Management, LLC.

Exhibit 99.1* Note Purchase Agreement by and among IP Holdings LLC, the Registrant, and Mica Funding, LLC, dated August 28, 2006.

*Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Iconix Brand Group, Inc. hereby undertakes to furnish supplementally to the Securities and Exchange Commission copies of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ICONIX BRAND GROUP, INC.

(Registrant)

By:   /s/ Warren Clamen                                        

       Warren Clamen

       Chief Financial Officer

Date: August 31, 2006

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EX-2.1

ASSET PURCHASE AGREEMENT

DATED AS OF August 21, 2006

by and between

LONDON FOG GROUP, INC.,

as Seller

and

ICONIX BRAND GROUP, INC.,

as Buyer

TABLE OF CONTENTS

		Page
1.	Sale and Purchase of Assets	1
2.	Assumption of Certain Obligations	4
3.	Consideration; Deposit	6
4.	Closing Date and Deliveries	7
5.	Representations and Warranties of Seller	8
6.	Representations and Warranties of Buyer	10
7.	Certain Covenants of the Parties	11
8.	Certain Employment Matters	14
9.	Conditions to the Obligations of Seller to Effect the Transactions Contemplated Hereby	15
10.	Conditions to the Obligations of Buyer to Effect the Transactions Contemplated Hereby	16
11.	Termination	17
12.	Miscellaneous Provisions	18

APPENDIX AND EXHIBITS

Appendix I	Definitions
Exhibit A-1	Brands
Exhibit A-2	Assumed Agreements
Exhibit A-3	Additional Assets
Exhibit B	Form of Sale Procedures Order
Exhibit C	Form of Bankruptcy Court Approval Order
Disclosure Schedule

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of August 21, 2006, by and between London Fog Group, Inc., a Delaware corporation (“Seller”), and Iconix Brand Group, Inc., a Delaware corporation ““(“Buyer”). Unless defined in the text of this Agreement or the context expressly requires otherwise, capitalized terms used herein are defined in Appendix I.

RECITALS

A.Seller conducts a business of designing, manufacturing, and marketing outerwear apparel and accessories (the “Business”).

B.Seller has filed a voluntary petition for relief under Chapter 11 of Title 11, United States Code, 11 U.S.C. Section 101 et seq. (the “Bankruptcy Case” filed under the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Nevada, Reno Division (the “Bankruptcy Court”), and is operating the Business and maintaining possession of its property as a debtor and debtor-in-possession.

C.Seller desires to sell, and Buyer desires to buy, certain assets belonging to the Business, and to assume certain specified liabilities of Seller, upon the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the respective covenants herein contained, the parties, intending to be legally bound, hereby agree as follows:

AGREEMENT

1. Sale and Purchase of Assets

(a)Assets. Subject to the terms and conditions hereof, Seller will sell, convey, assign, transfer and deliver to Buyer (or upon Buyer’s request, to Buyer’s Designee) at the Closing, and Buyer (or Buyer’s Designee) will purchase and accept at the Closing, all of Seller’s right, title and interest in and to all and the following assets (collectively, the “Assets”):

(i)all LONDON FOG and TOWER DESIGN Trademarks owned by the Seller worldwide, including without limitation the registrations and applications for registration identified on the attached Exhibit A-1, and all other Intellectual Property Rights closely associated therewith (the “Brands”);

(ii)the licenses and other agreements listed on Exhibit A-2 (the “Assumed Agreements”);

(iii)all third party warranties and claims, credits, rights of recovery and setoffs and all of Seller’s claims, causes of action and other legal rights and remedies, whether or not known as of the Closing Date, related to the foregoing;

(iv)all samples, sample books, prototypes, patterns, archive files (including any expired license agreements), marketing materials, web site content, graphics, and other tangible or electronic materials embodying, displaying, incorporating, or otherwise relating to the Brands, and all Intellectual Property Rights associated therewith;

(v)all royalties and license fees earned after the Closing Date;

(vi)the order book relating to the foregoing; and

(vii)Seller’s goodwill associated with the foregoing.

In addition to the Assets, at Closing Seller shall also sell, convey, assign, transfer and deliver to Buyer, and Buyer will purchase from Seller, free and clear of any encumbrances, ‘‘all of Seller’s right, title and interest, if any, in the Trademarks identified on the attached Exhibit A-3, along with Seller’s bookings associated with the marks identified on Exhibit A-3, and all samples, sample books, prototypes, patterns, archive files (including any expired license agreements), marketing materials, web site content, graphics and other tangible or electronic materials embodying, displaying, or incorporating the Trademarks identified on Exhibit A-3, and all Intellectual Property Rights closely associated therewith (collectively, the “Additional Assets”). The Additional Assets shall be transferred AS IS, WHERE IS, without any representation or warranty whatsoever.

To the extent that Seller discovers any additional samples, prototypes, patterns, archive files (including any expired license agreements), marketing materials, web site content, graphics, or other tangible or electronic materials embodying, displaying, or incorporating the Brands or the Trademarks identified on Exhibit A-3 following the Closing, which have not been delivered to Buyer in accordance with this Section 1(a), Seller shall promptly deliver possession thereof to Buyer no later than ten (10) days after discovery.

Buyer shall have the right (which right must be exercised prior to the Sale Approval Hearing) to designate a period after the Closing Date, but no longer than October 16, 2006, through which it shall have complete access to the Seller’s facility on Seventh Avenue in New York City (the “Seventh Avenue Site”), in connection with the operation and marketing of the business relating to the Assets and Additional Assets, and Seller shall continue the utilities and other services related thereto for such periods. On or before the Closing Date, Buyer shall have the right (but not the obligation) to designate furniture, fixtures, and equipment at the Seventh Avenue Site (including but not limited to phones, computers, and copiers) that it will use, and the Seller shall be obligated to keep such furniture, fixtures, and equipment available to Buyer so long as it is so designated. Buyer shall also have the right (which right must be exercised no later than one day prior to the Closing Date) to designate any employees that it needs the Seller to make available to Buyer for the operation or marketing of its business related to the Assets and Additional Assets. Buyer shall reimburse the Seller for the actual out of pocket costs and expenses associated with such designations, including (i) wages or salary and other employer expenses of each employee so designated (if any) for the time each is so designated (at the level each such employee was receiving from the Seller in the Ordinary Course of Business), (ii) the cost of any designated equipment, including without limitation lease payments and maintenance agreements, while it is so designated that is actually paid to a third party by Seller (pro rated, if necessary, to reflect the days of use by Buyer), and (iii) rent, CAM, utilities, and any other occupancy costs at the Seventh Avenue Site for all periods designated by the Buyer pursuant hereto on a per diem basis, in the amount of $1,666,67 per day. If Buyer so designates any of the above, Buyer shall give Seller seven business days written notice of the termination of use of any of the Seventh Avenue Site, the designated employees, or the designated furniture, fixtures, and equipment and shall no longer be responsible for the actual out of pocket expenses for such designations (as set forth above) arising after such termination.

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Through and including September 15, 2006, Buyer shall also have the exclusive right (the “Property Option”) to purchase from the Debtors any and all personal, tangible, property of the Debtors, and any and all furniture, fixtures, and equipment located at the Seventh Avenue Site. The purchase price for such property will be reasonably determined by the parties at the time of such purchase, if any. Such right shall be exercised by written notice given no later than September 15, 2006 and shall designate a purchase date no later than October 12, 2006. Seller agrees that it will not remove or dispose of any such property between the date hereof and the expiration of this Property Option, except in the ordinary course of Seller’s business. Finally, through and including September 15, 2006, in addition to those Assumed Agreements identified in Subsection 1(a)(ii) above and on Schedule A-2 hereto, Buyer shall have the right (the “Lease Right”) to direct Seller to use its best efforts to assume and assign to Buyer the lease for the Seventh Avenue Site (the “Seventh Avenue Lease”). Upon the exercise of such Lease Right, the Seventh Avenue Lease will be deemed an Assumed Agreement at no additional or further cost to the Buyer; provided that Buyer shall be responsible for any required cure payments.

(b)Excluded Assets.

(i)Trademark and Copyright License Agreement dated January 27, 2006 between Peacock Alley, Inc., as Licensor and London Fog Group, Inc., as Licensee, as amended by First Amendment dated May 31, 2006.

(ii)License Agreement dated December 14, 2005 between Farmgirl Trading Company LLC, as Licensor and London Fog Group Inc., as Licensee.

(iii)Trademark License Agreement dated February 9, 2006 between Bilhuber Associates, Inc., as Licensor and London Fog Group Inc., as Licensee.

(iv)The One Madison, Sasha Tharp, and Stacy Haase Trademarks and all Intellectual Property Rights closely associated therewith.

(c)Sale Free and Clear of Liens, Claims and Other Encumbrances. The Assets shall be sold and conveyed to Buyer (or Buyer’s Designee) free and clear of any and all mortgages, security interests, charges, encumbrances, liens, assessments, covenants, hypothecations, equities, easements, licenses, contractual or other restrictions, reservations, claims, Cure Costs and obligations, title defects, pledges, interests, encroachments and burdens of every kind or nature whatsoever (whether known or unknown, choate or inchoate, filed or unfiled, scheduled or unscheduled, noticed or unnoticed, recorded or unrecorded, perfected or unperfected, allowed or disallowed, contingent or non-contingent, liquidated or unliquidated, matured or unmatured, material or non-material, disputed or undisputed, whether arising prior to or subsequent to the Petition Date, and whether imposed by agreement, understanding, law, equity, or otherwise, including claims otherwise arising under doctrines of successor liability), including, but not limited to those (i) that purport to give to any party a right or option to effect any forfeiture, modification, right of first refusal, or termination of the Seller’s or the Buyer’s interest in the Assets, or any similar rights, and (ii) relating to taxes arising under or out of, in connection with, or in any way relating to the operation of the Seller’s business prior to the transfer of the Assets to the Buyer (collectively, “Liens and Claims”).

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2. Assumption of Certain Obligations

(a)Assumed Obligations. Subject to the terms and conditions hereof, effective as of the Closing, Buyer (or upon Buyer’s request, Buyer’s Designee) shall assume and agree to pay or otherwise satisfy in full, only the Liabilities that arise under the Assumed Agreements after the Closing Date (the “Assumed Obligations”).

(b)Excluded Liabilities. Except for the Assumed Obligations, Buyer (or Buyer’s Designee) shall not assume or be liable, nor shall Buyer (or Buyer’s Designee) be deemed to have assumed or be liable, for any Liabilities of Seller (which, for purposes of this Section 2(b), shall include any predecessor owner of the Business or the Assets), regardless of whether any such Liability accrued or arose prior to the Closing Date or accrues or arises subsequent to the Closing Date, and all such Liabilities shall be and remain the responsibility of Seller. Without limitation, Buyer (or Buyer’s Designee) is not assuming and Seller shall not be deemed to have transferred to Buyer (or Buyer’s Designee) the following liabilities of Seller:

(i)any Liability of Seller or of any predecessor owner of the Business or the Assets arising in any manner from a “Claim” (as defined in Section 101(5) of the Bankruptcy Code) of any kind or nature whatsoever;

(ii)any Liability of Seller for Taxes;

(iii)any Liability of Seller in the nature of product liability, including, without limitation, any Liability for claims made for injury to person, damage to property or other damage arising from, caused by or arising out of the design, manufacture, assembly, installation, sale, lease or license of any product, or the rendering of any service, by Seller, its contractors, and its licensees prior to the Closing;

(iv)any Liability of Seller for warranty Liabilities relating to any product manufactured, assembled, installed, sold, leased or licensed, and all services rendered, by Seller, its contractors or licensees prior to the Closing;

(v)any Liability of Seller with respect to any complaint, action, suit, proceeding, arbitration or other alternative dispute resolution procedure, investigation or inquiry, whether civil, criminal or administrative (“Litigation”);

(vi)any Liability of Seller to a third party for infringement, dilution, misappropriation or other violation of such third party’s Trademarks or other Intellectual Property Rights;

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(vii)Liabilities of Seller for any breach or failure to perform any of Seller’s covenants and agreements contained in, or made pursuant to, any contract, including the Assumed Agreements, to the extent such breach or failure to perform arises on or prior to the Closing Date, including breach arising from assignment of contracts hereunder without consent of third parties;

(viii)Liabilities of Seller for any violation of or failure to comply with any federal, state, municipal, foreign or other statute, law, ordinance, rule or regulation (collectively, “Laws”), or any order, writ, injunction, judgment, plan or decree (collectively, “Orders”) of any court, arbitrator, department, commission, board, bureau, agency, authority, instrumentality or other body, whether federal, state, municipal, foreign or other (collectively, “Governmental Authorities”);

(ix)any Liability of Seller relating to or arising out of any employment action or practice in connection with persons employed or seeking to be employed in the Business, including, without limitation, Liabilities based upon breach of employment or labor contract, employment discrimination, wrongful termination, wage and hour or health and safety requirements, workers compensation, COBRA, ERISA, the Worker Adjustment Retraining Notification Act of 1988 or the National Labor Relations Act, constructive termination, wrongful termination, failure to give reasonable notice or pay-in-lieu-of-notice, severance or termination pay;

(x)any Liability of Seller under any Employee Benefit Plan or the rights, obligations and liabilities incident to or incurred in connection with any Employee Benefit Plan;

(xi)Liabilities of Seller to its present or former Affiliates;

(xii)Liabilities of Seller arising in connection with any Environmental Action;

(xiii)any obligation of Seller to indemnify any Person by reason of the fact that such Person was a director, officer, employee, or agent of Seller or was serving at the request of Seller as a partner, trustee, director, officer, employee, or agent of another entity (whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such indemnification is pursuant to any statute, charter document, bylaw, agreement, or otherwise);

(xiv)any of Seller’s costs or expenses of administration arising in the Bankruptcy Case; or

(xv)any Liability of Seller pursuant to Section 365 of the Bankruptcy Code relating to or arising out of the assignment and assumption of the Assumed Agreements.

(c)Third Parties. The assumption by Buyer of the Assumed Obligations shall not enlarge any rights or remedies of any third parties under any contracts or arrangements with Seller, except to the extent the other parties to the Assumed Obligations may become able to enforce such obligations against Buyer. To the extent of any such Assumed Obligations, and notwithstanding the exclusion of Avoidance Actions from the Assets, Buyer shall have the benefit of, and be entitled to assert to the maximum extent permitted by applicable Law, any defense or offset of Seller that arose prior to the Closing.

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3. Consideration; Deposit

(a)Consideration. Subject to the terms and conditions set forth herein, Buyer will acquire the Assets and the Additional Assets at Closing for aggregate consideration (the “Purchase Price”) consisting of:

(i)the assumption of the Assumed Obligations;

(ii)a cash payment to Seller in an amount equal to Thirty Million Five Hundred Thousand Dollars ($30,500,000.00), payable as follows:

(A)the Deposit pursuant to clause subparagraph (b) below; and

(B)an additional Twenty-Nine Million Five Hundred Ninety Five Thousand Dollars ($29,595,000.00) at Closing (the “Cash Payment”), payable by wire transfer of immediately available funds; and

(iii)the Iconix Stock in accordance with Section 3(c)

(b)Deposit. Prior to the date hereof, Buyer has deposited with Seller’s counsel the sum of Nine Hundred Five Thousand Dollars ($905,000.00) (the “Deposit”). The Deposit shall be held by Seller’s counsel in a non-interest bearing trust account pursuant to the Sale Procedures Order (as defined herein), and shall not be withdrawn except pursuant to the express terms of this Agreement or as otherwise agreed by the parties in writing or ordered by the Bankruptcy Court. The parties agree that:

(i)on the Closing Date, the Deposit shall be paid to Seller;

(ii)the amount of the Deposit is a reasonable estimate of the damages which Seller would be likely to incur in the event of a breach by Buyer of this Agreement, and that such amount is their best estimate under the circumstances of such likely damages, not a penalty or forfeiture of any sort. Accordingly, the parties agree that if (A) Seller is not in breach and Buyer has materially breached this Agreement, (B) Seller has terminated this Agreement as a result of such breach, and (C) as of such time Buyer is not entitled to terminate this Agreement, then Seller shall be entitled, among other things, to retain the Deposit as compensation for its loss arising from such breach, provided that nothing in this paragraph shall limit Seller’s rights against Buyer under such circumstances; and

(iii)upon termination of this Agreement in accordance with its terms or termination by any party for any reason other than a termination by Seller due to a material breach of this Agreement by Buyer at a time at which Buyer is not entitled to terminate this Agreement, the Deposit shall be refunded to Buyer.

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(c)Iconix Stock. As used herein, “Iconix Stock” means the class of common stock of Buyer traded publicly on the NASDAQ. “Deliverable Iconix Stock” means the shares of Iconix Stock required to be delivered by Buyer to Seller (or DDJ Capital Management, LLC, as Agent (“DDJ”) as Seller’s designee, as described in Section 3(d) below) in accordance with that certain Stock Issuance and Registration Rights Agreement to be delivered at Closing by and between Buyer and DDJ (the “Registration Rights Agreement”).

(d)Seller’s Assignment of Rights. Prior to the date hereof, Seller has assigned to DDJ its right to receive all of the Deliverable Iconix Stock, and Seller’s other rights in connection with the Deliverable Iconix Stock (including any rights of election and any rights to additional payments or issuances pursuant to the terms of the Registration Rights Agreement). Buyer acknowledges such assignment and agrees that it shall recognize DDJ’s rights in such regard.

4. Closing Date and Deliveries

(a)Closing. The closing of the sale and purchase of the Assets (the “Closing”) will take place at the offices of Perkins Coie, 1201 Third Avenue, Seattle, Washington, or such other place as the parties shall agree, at 10:00 a.m. Pacific Time on August 28, 2006, or such earlier date as the parties may agree, effective as of 11:59 p.m. such date; provided, that all conditions precedent to the obligation of the parties to effect the transactions contemplated hereby set forth in Sections 9 and 10 have been satisfied or waived in accordance with this Agreement. The date of the Closing is hereinafter referred to as the “Closing Date”.

(b)Seller Deliveries. At the Closing, Seller shall execute (and shall cause any applicable third parties to execute) and deliver to Buyer the following:

(i)one or more bills of sale in form and substance reasonably acceptable to Buyer, covering all personal property included in the Assets and the Additional Assets (the “Bill of Sale”);

(ii)an Assumption and Assignment Agreement in form and substance reasonably acceptable to Buyer and Seller (the “Assumption and Assignment Agreement”), evidencing the assignment to and assumption by Buyer of the Assumed Obligations and Assumed Agreements;

(iii) documentation suitable for recording with the United States Patent and Trademark Office and the applicable Trademark office in Canada assigning the Brands and the Additional Assets, or if applicable, changing the name of the owner of the Brands and the Additional Assets, to the Seller, such that, upon recording such documentation, the Seller will be the record owner of the Brands and the Additional Assets; provided that, at the request of Buyer, Seller will execute documentation provided by Buyer necessary to accomplish the same in other applicable Trademark offices, agencies, or registrars;

(iv)ten original signed assignment agreement(s) providing for the assignment of the Brands and the Additional Assets to Buyer’s Designee, in form and substance reasonably acceptable to Buyer and suitable for recording with the United States Patent and Trademark Office and the applicable Trademark office in Canada (the “Intellectual Property Assignment(s)”); provided that, at the request of Buyer, Seller will execute documentation provided by Buyer necessary to record the assignment of the Brands in other applicable Trademark offices, agencies, or registrars;

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(v)any other transaction documents or instruments listed in Section 10 or otherwise required hereunder or reasonably requested by Buyer to evidence or otherwise in connection with the transfer of the Assets and the Additional Assets to Buyer and the assumption by Buyer of the Assumed Obligations and Assumed Agreements; and

(vi)evidence reasonably satisfactory to Buyer that all Cure Costs and obligations arising out of or in connection with the assignment and assumption of the Assumed Agreements have been satisfied or will be satisfied as of the Closing, or reasonable provisions for the payment therefore have been made.

(c)Buyer Deliveries. At the Closing, Buyer shall execute (as appropriate) and deliver to Seller the following:

(i)the Cash Payment by wire transfer of immediately available funds;

(ii)the Assumption and Assignment Agreement; and

(iii)any other transaction documents or instruments listed in Section 9 or otherwise required hereunder or reasonably requested by Seller to evidence or otherwise in connection with the transfer of the Assets and the Additional Assets to Buyer and the assumption by Buyer of the Assumed Obligations.

(d)Title. Legal title, equitable title and risk of loss with respect to the Assets and the Additional Assets will not pass to Buyer until such assets are transferred at the Closing pursuant to the transaction documents required hereunder.

5. Representations and Warranties of Seller

Subject only to the exceptions set forth in the Disclosure Schedule, Seller makes the following representations and warranties to Buyer, all of which shall expire at Closing and may not be enforced thereafter.

(a)Title to and Transfer of the Assets. Seller has good, valid and marketable title to all of the Assets and, subject to entry of the Bankruptcy Court Approval Order and consummation of the transaction contemplated by this Agreement, Seller will sell and deliver and Buyer will acquire good and marketable title to the Assets, free and clear of all Liens and Claims.

(b)Due Incorporation; Authority. Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and has the requisite corporate power and authority to carry on its Business as presently conducted and to own, lease and operate the Assets it owns, leases and operates. Seller is duly qualified and in good standing to do business as a foreign corporation in each jurisdiction in which the property owned, leased or operated by it in connection with the Business or the nature of its operations in such jurisdiction makes such qualification necessary, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect. Subject to entry of the Bankruptcy Court Approval Order, Seller has the requisite corporate power and authority to execute and deliver this Agreement and the other transaction documents referred to herein to which it is or at Closing will be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Subject to entry of the Bankruptcy Court Approval Order, the execution and delivery of this Agreement and the other transaction documents referred to herein to which Seller is or at Closing will be a party, the performance of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Seller. This Agreement has been duly and validly executed and delivered by Seller and constitutes, and when executed and delivered, the other transaction documents referred to herein to which Seller will be a party will constitute, the legal, valid and binding agreements of Seller, enforceable against Seller in accordance with their respective terms, subject to (i) approval by the Bankruptcy Court and (ii) principles of equity.

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(c)Assumed Agreements. Subject to Bankruptcy Court approval: (i) the Assumed Agreements are in full force and effect and are legally binding and enforceable by and against the parties thereto, subject to the possibility that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws now or hereafter in effect relating to creditors’ rights, or principles of equity, (ii) Seller is not in violation thereof, (iii) to the knowledge of Seller after due inquiry, no party thereto (other than Seller) is in violation thereof, and (iv) no condition, event or act is existing or has occurred that (with or without the lapse of time or the giving of notice, or both) would result in a default or right of termination thereunder.

(d)Consents and Approvals; No Violation. Other than approval of the Bankruptcy Court, there is no requirement applicable to Seller to make any filing with, or to obtain any permit, authorization, license, consent or approval of, any Governmental Authority or any other Person as a condition to the lawful consummation of the sale of the Assets to, or assignment of the Assumed Obligations to and the assumption thereof by, Buyer pursuant to this Agreement and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by Seller and consummation by Seller of its obligations hereunder and under the other transaction documents to which it is or at Closing will be a party will not (i) conflict with or result in any breach of any provision of the charter documents or bylaws of either Seller or any resolution adopted by the board of directors or the shareholders of either Seller; (ii) result in a default by Seller or give rise to any right of termination, cancellation or acceleration against Seller under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, agreement, commitment, lease, or other instrument or obligation to which either Seller is a party or by which either Seller or any of the Assets may be bound, except for such defaults or rights of termination, cancellation or acceleration against Seller as to which requisite waivers or consents in form and substance acceptable to Buyer have been obtained or will be obtained on or prior to the Closing Date and of which copies thereof have been or will be furnished to Buyer prior to the Closing; (iii) violate any Law or Order applicable to Seller or the Assets; or (iv) result in the creation of any Lien upon any of the Assets.

(e)Brands. Seller is the sole and exclusive owner of the Brands in the United States and Canada. To Seller’s knowledge, Exhibit A-1 sets forth all registrations of and applications to register the Brands with the U.S. Patent and Trademark Office. Seller has made all requisite filings, renewals and payments (including, without limitation, all application, registration, prosecution, maintenance and renewal fees) with the appropriate foreign and domestic agencies required to maintain the registrations and applications set forth on Exhibit A-1 and Seller has clean record title to each such registration and application. Except for suits, actions, oppositions, cancellations or proceedings that would not reasonably be expected to have a Material Adverse Effect, (a) no Brand in the U.S. or Canada has been or is now involved in any opposition, invalidation, cancellation or other proceeding that challenges the legality, validity, registration, ownership or use of such Brand, and (b) no such action or proceeding is or has been threatened with respect to any of the Brands in the U.S. or Canada. In the U.S. and Canada, none of the Brands as used by Seller or its licensees is subject to a cease and desist demand or other claimed impediment to use not finally resolved, infringes or is alleged to infringe any Trademarks or other Intellectual Property Rights of any third party except for infringement or alleged infringement that would not reasonably be expected to have a Material Adverse Effect.

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(f)Certain Fees. Neither Seller nor any of its officers, directors or employees has employed any broker or finder or incurred any Liability or any financial advisory, brokerage or finders’ fees or commissions in connection with the transactions contemplated hereby, in any case which Buyer would be required to pay if this Agreement is terminated or abandoned. Seller is solely responsible for and shall pay the fees of Houlihan Lokey Howard & Zukin Capital (“HLHZ”) incurred in connection with the transactions contemplated hereby.

(g)Inventory. Seller has not sold and does not expect to sell inventory between June 1, 2006 and the Closing Date other than pursuant to that certain Agency Agreement dated as of June 1, 2006 between Seller and a joint venture comprised of Gordon Brothers Retail Partners, LLC and Hilco Merchant Resources, LLC.

6. Representations and Warranties of Buyer

Buyer makes the following representations and warranties to Seller.

(a)Due Incorporation; Authority. Buyer is a corporation validly existing and in good standing under the laws of its jurisdiction of incorporation. Buyer has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Buyer has the requisite corporate power and authority to execute and deliver this Agreement and the other transaction documents referred to herein to which it is or at Closing will be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other transaction documents referred to herein to which Buyer is or at Closing will be a party, the performance of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Buyer. This Agreement has been duly and validly executed and delivered by Buyer and constitutes, and when executed and delivered, the other transaction documents referred to herein to which Buyer will be a party will constitute, the legal, valid and binding agreements of Buyer, enforceable against Buyer in accordance with their respective terms, subject to the possibility that enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws now or hereafter in effect relating to creditors’ rights and (ii) principles of equity.

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(b)Consents and Approvals; No Violation. Subject to Bankruptcy Court approval, there is no requirement applicable to Buyer to make any filing with, or to obtain any permit, authorization, license, consent or approval of, any Governmental Authority or any other Person as a condition to the lawful consummation of the purchase of the Assets by, or assumption of the Assumed Obligations by, Buyer pursuant to this Agreement and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement and the other transaction documents referred to herein to which Buyer is or at Closing will be a party, and the performance by Buyer of its obligations hereunder and thereunder (assuming receipt of all required Bankruptcy Court approvals) will not in either case (i) conflict with or result in any breach of any provision of the Articles of Incorporation, or other charter documents, or By-Laws of Buyer; (ii) result in a default or give rise to any right of termination, cancellation or acceleration under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, agreement, lease, or other instrument or obligation to which Buyer is a party or by which Buyer or any of its assets may be bound, except in each case for such defaults or rights of termination, cancellation or acceleration against Buyer that might not reasonably be expected to have a Material Adverse Effect, or as to which requisite waivers or consents have been obtained by Buyer or will be obtained prior to the Closing and of which copies thereof have been or will be furnished to Seller prior to Closing; or (iii) violate any Law or Order applicable to Buyer.

(c)Certain Fees. Neither Buyer nor any of its officers, directors or employees has employed any broker or finder or incurred any Liability or any financial advisory, brokerage or finders’ fees or commissions in connection with the transactions contemplated hereby, in any case which Seller would be required to pay if this Agreement is terminated or abandoned.

7. Certain Covenants of the Parties

(a)Conduct of Seller Prior to the Closing. During the period from the date hereof to the Closing Date, Seller will deal with the Assets and conduct the Business in the Ordinary Course of Business. Buyer understands and acknowledges that Seller will sell inventory between the date of this Agreement and the Closing Date, but only in the Ordinary Course of Business. Without limiting the generality of the foregoing, except as set forth in the Disclosure Schedule or as otherwise expressly set forth in this Agreement (or as otherwise consented to by Buyer in writing), prior to the Closing Date Seller will:

(i)preserve and maintain its corporate existence and business infrastructure (as it exists on the date hereof) and all of its rights, privileges and franchises reasonably necessary or desirable in the normal conduct of the Business except to the extent contemplated by any transactions otherwise specifically permitted by this Agreement;

(ii)diligently prosecute and maintain all applications and registrations of the Brands and Additional Assets, including without limitation, by making all requisite filings, renewals and payments;

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(iii)maintain and continue to enforce the quality standards in connection with all goods sold and services rendered under the Brands and the Trademarks included in the Additional Assets;

(iv)not take any action or use the Brands or the Trademarks included in the Additional Assets in any manner that will jeopardize their validity or detract from or dilute the goodwill of the Business therein;

(v)not create or assume any Lien on the Assets;

(vi)not reject any of the Assumed Agreements;

(vii)consult with Buyer and obtain Buyer’s consult to any voluntary modification or restructuring of any of the Assumed Agreements; and

(viii)not sell, assign, convey, transfer, license, abandon, encumber, or otherwise dispose of any of the Assets or Additional Assets, other than the sale of inventory in the ordinary course of business.

(ix)not do or omit any act, or permit any omission to act, which may cause a breach of any representation, warranty, covenant or agreement made by Seller herein.

(b)Access to Information. Between the date hereof and the Closing Date, Seller will: (i) allow Buyer and its Representatives on Seller’s premises and afford such parties reasonable, supervised access during normal business hours to all information reasonably available concerning the day-to-day operations of Seller, to any other information Buyer may request and to Seller’s facilities; provided, that Buyer shall give Seller telephonic or written notice no less than 24 hours in advance of any site visits to Seller’s facilities or proposed contacts with Seller’s employees, customers or vendors, and Seller may, at its option, participate in any such visits; (ii) give Buyer and its Representatives (including accountants, investment bankers, consultants and counsel) access during normal business hours to examine Seller’s financial records and reports (including the work papers of Seller’s independent certified public accountants), contracts, leases, properties, corporate records and any other materials relating to Seller’s business, assets and liabilities which Buyer shall request in order to complete its due diligence examination; (iii) cause Seller’s officers, employees, agents and representatives to cooperate with such examination and to furnish Buyer with such information; and (iv) cooperate with Buyer in making key suppliers, vendors, and customers available for consultation. Buyer shall conduct such investigation in such a manner as not to interfere unreasonably with the Business.

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(c)Confidential Information.

(i)Each of (A) Buyer and its Representatives and (B) Seller and its Representatives will hold in confidence all Confidential Information and will not disclose any Confidential Information to any other Person or use any Confidential Information for any purpose other than in connection with the consummation of the transactions contemplated hereby, without the prior written consent of the other party, unless required or compelled to disclose any such Confidential Information by judicial or administrative process or by other requirements of law. Each party will only disclose Confidential Information to those of its Representatives who are actively and directly participating in the evaluation of Seller or the Business or otherwise in connection with the transactions contemplated by this Agreement. In the event that any party or any party’s Representatives is requested pursuant to, or required by, applicable law or by legal process to disclose any Confidential Information, such party will, or will cause its Representatives to, provide the other party with prompt written notice of such request or requirement. From and after the Closing Date, Buyer and its Representatives shall have no further obligations under this Section 7(c). If this Agreement is terminated, upon written demand by Seller to Buyer, Buyer and its Representatives will promptly deliver to Seller all documents (including all copies thereof) containing Confidential Information that were provided by Seller, and neither Buyer nor any of its Representatives shall retain any copies of any documents containing Confidential Information. In the event Buyer or any of its Representatives prepares any documents or other writings based on the materials contained in the Confidential Information, such documents or other writings shall be held in strict confidence by Buyer and, in the event this Agreement is terminated, upon the written demand of Seller, Buyer shall destroy all such documents or other writings (other than privileged documents) and such destruction shall be certified in writing to Seller by an authorized Person supervising such destruction. Notwithstanding the foregoing, Buyer acknowledges that Seller and its Representatives may disclose Confidential Information regarding Buyer to Seller’s creditors and the Bankruptcy Court as requested or required by such parties in connection with the transactions contemplated by this Agreement.

(ii)For purposes hereof, “Confidential Information” shall mean all nonpublic or otherwise confidential written information of any kind concerning (A) in the case of Seller, Seller, the Business, the Assets or the Assumed Obligations provided to Buyer by Seller, and (B) in the case of Buyer, information that is provided by Buyer to Seller, except (in either case under the preceding clauses (A) and (B)) information which (I) is or becomes generally available to the public other than as a result of the disclosure or other action of the other party or its Representatives, (II) was available to the other party or its Representatives on a nonconfidential basis prior to its disclosure to such party or (III) has been independently acquired or developed by such party or its Representatives without violating any of their obligations under this Agreement.

(iii)From and after the Closing Date, Buyer shall have no further obligations under the Confidentiality Agreement between Buyer and HLHZ.

(d)Required Consents. On or prior to the Closing Date, Buyer and Seller shall use their respective commercially reasonable efforts to obtain (i) the consent of CSC to the assignment of the Limited License, and (ii) such permits, consents or approvals, if any, with respect to those Assumed Agreements requiring the consent or approval of any Person other than Seller or Buyer in order to assign such Assumed Agreements to Buyer. Notwithstanding anything herein to the contrary, the Assumed Agreements shall be assumed by Seller and assigned to Buyer pursuant to the Bankruptcy Court Approval Order, with or without the consent of such third party.

(e)[Reserved]

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(f)Representations, Covenants and Conditions; Further Assurances. Buyer and Seller will use their respective commercially reasonable efforts to take all action necessary to render accurate as of the Closing their respective representations and warranties contained herein, to refrain from taking any action which would render any such representation or warranty inaccurate in any material respect as of such time, and to perform or cause to be satisfied each covenant or condition to be performed or satisfied by them.

(g)Name Change. As soon as practicable (but in no event more than 10 days) after request from Buyer, Seller shall amend its Articles of Incorporation and other charter documents and take all other actions necessary to change its name to one sufficiently dissimilar to Seller’s present name, in Buyer’s reasonable judgment, to avoid confusion.

(h)Cure Costs. Seller shall be exclusively responsible for and bear any and all cure and reinstatement costs (collectively, the “Cure Costs”) relating to the assumption and assignment of the Assumed Agreements (other than with respect to the Seventh Avenue Lease upon Buyer’s exercise of its Lease Right), and Buyer shall have no obligations for any such Cure Costs. Seller is responsible for the verification of Cure Costs, including all administrative responsibilities associated therewith, and shall use its commercially reasonable efforts to establish same, including the filing and prosecution of any appropriate proceedings in the Bankruptcy Court.

(i)Domain Name Assignments. As soon as practicable, but not later than 30 days following the Closing, Seller shall, at Buyer’s expense, use its best reasonable efforts to take all actions necessary with the applicable domain name registrars to effectuate the transfer to Buyer (or upon Buyer’s request, to Buyer’s Designee) of the domain name registrations assigned to Buyer or Buyer’s Designee as part of the Brands and Additional Assets.

8. Certain Employment Matters

(a)Employee Information. Seller will each use its commercially reasonable efforts to provide the Buyer, in a timely manner, any information with respect to any employee’s or former employee’s employment with and compensation from Seller, or rights or benefits under any employee plan which the Buyer may reasonably request.

(b)Other Employee Benefit Plan Obligations. Except as otherwise expressly provided in this Agreement, Buyer shall not assume or be responsible for any, and Seller shall be solely and fully responsible for all, Liabilities of any kind or nature whatsoever with respect to the Employee Benefit Plans, or employment practices, programs or arrangements, including, Liability for pre- or post-retirement health and welfare benefits to or on behalf of any and all current or former employees of Seller or the Business or their dependents, regardless of whether such employees become employees of Buyer. Buyer shall not be treated as a successor employer of any of Seller’s employees. Seller shall not make any transfer of Employee Benefit Plan assets to Buyer. Notwithstanding the foregoing, Buyer may be obligated to reimburse Seller for such Liabilities upon designating employees pursuant to Section 1(a).

(c)Employee Termination and Rehiring. Buyer shall be under no obligation of any kind to offer employment to or hire any individual Seller employees, and none of Seller’s employees shall have any right to continued employment with Buyer, except those employees with whom Buyer specifically offers employment. In addition to those obligations identified in Section 1(a) above respecting designated employees, Seller shall cooperate in Buyer’s interview and hiring process as reasonably requested by Buyer, and shall not interfere with Buyer’s prospective relationships with any of Seller’s employees. None of Seller’s employees is a third party beneficiary of this provision.

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9. Conditions to the Obligations of Seller to Effect the Transactions Contemplated Hereby

The obligations of Seller to effect the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing Date of the following conditions, any one or more of which may be waived by Seller in writing.

(a)No Injunctions or Suits. None of the parties hereto shall be subject on the Closing Date to any Order of a court of competent jurisdiction which enjoins or prohibits the consummation of the transactions contemplated by this Agreement, nor shall there be pending any Litigation by any Governmental Authority that seeks injunctive or other relief in connection with any of such transactions.

(b)Bankruptcy Court Orders.

(i)Sale Procedures Order. On August 8, 2006, the Bankruptcy Court entered an order approving the process respecting the sale of the Assets in the form attached as Exhibit B (the “Sale Procedures Order”). The Sale Procedures Order is not subject to any injunction or stay of effectiveness, including without limitation any stay pending appeal.

(ii)Bankruptcy Court Approval Order. The Bankruptcy Court shall have entered an order approving this Agreement and the transactions contemplated hereby in substantially the form attached as Exhibit C, with such modifications as may be reasonably acceptable to the parties (the “Bankruptcy Court Approval Order”), and the Bankruptcy Court Approval Order is not subject to any injunction or stay of effectiveness, including without limitation any stay pending appeal. Without in any way limiting the foregoing, the Bankruptcy Court Approval Order shall:

(A)contain findings of fact and conclusions of law to the effect that Buyer is a good faith purchaser and entitled to the protections of Section 363(m) of the Bankruptcy Code;

(B)authorize the sale of the Assets free and clear of all Liens and Claims under and pursuant to Section 363(f) of the Bankruptcy Code; it being understood that such order (or an abstract thereof) shall be in form suitable for filing in applicable lien records and shall enjoin any holder of a claim against or interest in Seller from asserting any such claim or interest against Buyer or the Assets;

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(C)authorize the assumption by Seller and assignment to Buyer of the Assumed Agreements as of the Closing Date, and otherwise in accordance with the terms of this Agreement; and

(D)require Seller to comply with the requirements of Section 7(i) with respect to the Cure Costs.

(c)Representations and Warranties; Covenants. The representations and warranties of Buyer set forth in this Agreement shall be correct and complete in all material respects as of the Closing Date as though made on and as of such date. Buyer shall have performed and complied in all material respects with the covenants and agreements contained in this Agreement required to be performed and complied with by it at or prior to the Closing Date.

(d)Transaction Documents. Buyer has tendered the deliveries described in Section 4(c).

10. Conditions to the Obligations of Buyer to Effect the Transactions Contemplated Hereby

The obligations of Buyer to effect the transactions contemplated hereby shall be subject to the fulfillment at or prior to the Closing Date (except as expressly set forth in subparagraph (a) below) of the following conditions, any one or more of which may be waived by Buyer.

(a)No Injunctions or Suits. None of the parties hereto shall be subject on the Closing Date to any Order of a court of competent jurisdiction which enjoins or prohibits the consummation of the transactions contemplated by this Agreement, nor shall there be pending any Litigation by any Governmental Authority that seeks injunctive or other relief in connection with such transactions.

(b)Bankruptcy Court Orders.

The Bankruptcy Court shall have entered the Bankruptcy Court Approval Order no later than August 25, 2006. Neither the Bankruptcy Court Approval Order nor the Sale Procedures Order shall be subject to any injunction or stay of effectiveness, including without limitation any stay pending appeal.

(c)Seller Deliveries. Delivery to Buyer’s satisfaction of the Seller Deliveries as provided for above in Section 4(b).

(d)Representations and Warranties; Covenants. All representations and warranties of Seller set forth in this Agreement shall be correct and complete in all material respects as of the Closing Date as though made on and as of such date. Seller shall have performed and complied in all material respects with all covenants and agreements contained in this Agreement required to be performed and complied with by it at or prior to the Closing Date (without giving effect to materiality limitations within specific covenants and agreements).

(e)Transaction Documents. Seller has tendered the deliveries described in Section 4(b).

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(f)Cure Costs. The Cure Costs relating to the assignment and assumption of the Assumed Agreements shall have been paid or reasonably acceptable arrangements for payment of such amounts have been made.

11. Termination

(a)Termination by Buyer. This Agreement may be terminated and the transactions contemplated hereby abandoned by Buyer, by delivering written notice thereof to Seller if any of the following occurs:

(i)any court or other Governmental Authority of competent jurisdiction shall have issued an Order or otherwise taken any other action which enjoins or prohibits the consummation of the transactions contemplated by this Agreement, and such Order shall have become final and nonappealable;

(ii)any material breach or default by Seller of any of its covenants, representations, undertakings or agreements or any of its other obligations under this Agreement, and (as to any such breach that is capable of cure) no cure is effected within 30 days (provided, that Buyer shall not be obligated to close this transaction unless and until a cure is effected);

(iii)any representation or warranty of Seller set forth herein shall not have been correct and complete in all material respects as of the date hereof;

(iv)(A) entry by Seller into any agreement or commitment to sell or otherwise transfer or convey substantially all of the assets of Seller or the Business, to a Person other than Buyer, (B) the filing of a plan of reorganization of Seller that provides for any such sale or that is otherwise incompatible with the transactions contemplated herein (including a “stand-alone” plan of reorganization) or (C) the withdrawal by Seller, without Buyer’s consent, of Seller’s motion for approval by the Bankruptcy Court of this Agreement;

(v)dismissal of the Bankruptcy Case or conversion of the Bankruptcy Case to a proceeding under Chapter 7, or the appointment of a trustee under Chapter 11 of the Bankruptcy Code;

(vi)the Closing shall not have occurred on or before the Outside Closing Date for any reason other than breach by Buyer of its obligations hereunder; or

(vii)if any of the conditions to Closing in Buyer’s favor set forth in Section 10 has not been satisfied or waived by the Outside Closing Date or such earlier date for satisfaction or waiver as set forth in Section 10.

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(b)Termination by Seller. This Agreement may be terminated and the transactions contemplated hereby abandoned by Seller at any time prior to the Closing Date, by delivering written notice thereof to Buyer if any of the following occurs:

(i)any court or other Governmental Authority of competent jurisdiction shall have issued an Order or otherwise taken any other action which enjoins or prohibits the consummation of the transactions contemplated by this Agreement;

(ii)any material breach or default by Buyer of any of its covenants, undertakings or agreements or any of its other obligations under this Agreement, and (as to any such breach that is capable of cure) no cure is effected within 30 days (provided, that Seller shall not be obligated to close this transaction unless and until a cure is effected);

(iii)any representation or warranty of Buyer set forth herein shall not have been correct and complete in all material respects as of the date hereof;

(iv)if any of the conditions to Closing in Seller’s favor set forth in Section 9 has not been satisfied or waived by the Outside Closing Date, and Seller was not a cause for the failure to satisfy such condition(s); or

(v)the Closing shall not have occurred on or before the Outside Closing Date for any reason other than breach by Seller of its obligations hereunder.

12. Miscellaneous Provisions

(a)Expenses. Whether or not the transactions contemplated hereby are consummated, except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby will be paid by the party incurring such costs and expenses; provided that (i) excise Taxes, transfer Taxes and similar charges applicable to the transactions contemplated by this Agreement (if any shall be applicable notwithstanding Seller’s request for an order determining that Section 1146 of the Bankruptcy Code applies to the transactions) shall be shared equally by the parties, provided that Buyer shall not pay more than $50,000 of such taxes and similar charges; (ii) any escrow or similar fees will be split equally; and (iii) each party will pay for its own counsel, accountants, and other advisors. Buyer and Seller will furnish such information and execute such certificates as the parties may determine in order to obtain any available tax clearance certificates.

(b)Knowledge of Seller. All references in this Agreement or any certificate delivered hereunder to “knowledge” of Seller with respect to a matter shall mean the actual knowledge, after due inquiry, of any of the following Persons: David Greenstein, Steven Greenstein, Marv Toland and David Didio.

(c)Dollar Amounts. Except as expressly indicated, all dollar amounts in this Agreement are stated in and shall be interpreted to be in United States dollars.

(d)Further Assurances. Subject to the terms and conditions of this Agreement, each of the parties hereto will use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate the transactions contemplated by this Agreement. All references to “commercially reasonable efforts” of any party hereto shall mean such party’s use of commercially reasonable efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations and existing agreements or otherwise required to be taken by it hereunder or done by it with respect to the subject matter of its obligations; provided, however, that neither Seller nor Buyer shall be obligated to incur any fees and expenses to obtain any third party, non-governmental consents to the transactions contemplated hereby. Without limiting the foregoing, Seller agrees that upon request it will, in a timely manner execute or arrange for execution of any and all such further documents as may be required, if any, from Seller, or take such other actions as Buyer may reasonably request, to permit Buyer to apply for, obtain, issue, or record the assignment of the Brands and the Trademarks included in the Additional Assets free and clear of all Liens and Claims, and to correct any defect in the record title to any of the Brands or the Trademarks or domain names included in the Additional Assets. In the event that Seller is unable, or fails for any reason to do so, Seller hereby grants Buyer power of attorney to execute such further documents as may be required, if any, to record the assignment of the Brands and the Trademarks included in the Additional Assets, or to correct any defect in the record title to any of the Brands or the Trademarks included in the Additional Assets.

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(e)Amendment and Modification. This Agreement may be amended, modified or supplemented at any time prior to or after the Closing Date but only by the written agreement of all the parties hereto and, if in the opinion of Buyer and its counsel or Seller and its counsel it is necessary, approval by the Bankruptcy Court.

(f)Waiver of Compliance; Consents. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by a duly authorized officer of the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any, party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 12(f).

(g)Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been given when delivered by hand or by facsimile transmission, telexed or upon receipt when mailed by registered or certified mail (return receipt requested), postage prepaid, to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

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If to Seller:	with a copy to:
London Fog Group, Inc. Suite 200 1700 Westlake Ave. North Seattle, Washington 98109 Attention: David Greenstein Attention: Marv Toland Telecopier: (206) 270-5341 Telephone: (206) 270-5300	Perkins Coie LLP 1201 Third Avenue, 40th Floor Seattle, Washington 98101-3099 Attention: Alan D. Smith Attention: Stewart M. Landefeld Telecopier: (206) 583-8500 Telephone: (206) 583-8888
If to Buyer:	with a copy to:
Iconix Brand Group, Inc. 1450 Broadway, 4th floor New York, New York 10018 Attn: Neil Cole, Chief Executive Officer Telecopier: (212) 391-0127 Telephone: (212) 730-0030	Blank Rome LLP The Chrysler Building 405 Lexington Avenue New York, New York 10174 Attention: Robert J. Mittman, Esq. Telecopier: (212) 885-5001 Telephone: (212) 885-5000

(h)Assignment. This Agreement and all of provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns including any duly appointed trustee under Chapter 11 or any duly appointed trustee under Chapter 7 in any superseding Chapter 7 case under the Bankruptcy Code. Notwithstanding the foregoing, except as otherwise agreed in writing by the parties hereto, neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned by any party hereto without the prior written consent of the other party; provided that Buyer may, without the consent of Seller, (a) designate one of its direct or indirect subsidiaries or other affiliate (“Buyer’s Designee”) to purchase the Assets and assume the Assumed Obligations and Assigned Agreements, and Buyer’s Designee shall be entitled to the benefit of the representations, warranties, covenants and agreements, to the extent applicable, made by Seller in this Agreement or any document or instrument executed and delivered pursuant thereto; provided that Buyer remains liable for fulfillment of its obligations hereunder; or (b) direct Seller to assign the Intellectual Property Rights directly to IP Holdings, LLC, an indirect, wholly-owned Subsidiary of Buyer (“IP Holdings”), in which event the parties hereto acknowledge and agree that, notwithstanding this Section, all of the Assets, including the Assets subject to this Section, are being acquired by Buyer hereunder and the delivery by Seller of the Assets subject to this Section to IP Holdings shall be deemed to be a delivery of such Assets initially to Buyer followed by a transfer of such Assets by Buyer to IP Holdings.

(i)Governing Law. Except to the extent inconsistent with the Bankruptcy Code, this Agreement shall be governed by, and construed in accordance with, the laws of the State of Washington applicable to contracts made and to be performed entirely within such state.

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(j)Counterparts. This Agreement may be executed in one or more counterparts, none of which need contain the signatures of all parties, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

(k)No Third Party Beneficiaries. No Person who is not a party to this Agreement, including any employee or former employee of Seller or any predecessor owner of the Business who may be deemed to be an incidental beneficiary of any provision of this Agreement, shall be deemed to be a beneficiary of any provision of this Agreement, and no such Person shall have any claim, cause of action, right or remedy pursuant to this Agreement.

(l)Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other tribunal to be invalid, void, unenforceable or against its regulatory policy, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

(m)Descriptive Headings. The descriptive headings contained in this Agreement are for convenience reference only and shall have no effect on the interpretation or meaning hereof.

(n)Entire Agreement. This Agreement, including the Exhibits and the Disclosure Schedule, embodies the entire agreement and understanding of the parties with respect to the transactions contemplated by this Agreement. The Exhibits and the Disclosure Schedule are an integral part of this Agreement and are incorporated by reference herein, and all references in this Agreement to Exhibits and the Disclosure Schedule shall mean the Exhibits and the Disclosure Schedule so attached and incorporated by reference.

(o)Jurisdiction. Seller and Buyer hereby irrevocably submit to the exclusive jurisdiction of the Bankruptcy Court for the purpose of any action or proceeding arising out of or relating to this Agreement, and Seller and Buyer hereby irrevocably agree that all claims in respect to such action or proceeding shall be heard and determined in such Court.

(p)Certain Rules of Construction and Interpretation. Unless otherwise specified, references in this Agreement to a Section or clause refer to such Section or clause as contained in this Agreement. The words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole, as the same may from time to time be amended, restated, modified or supplemented, and not to any particular section, subsection or clause contained in this Agreement. Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and the plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, feminine and neuter genders. The words “including”, “includes” and “include” shall be deemed to be followed by the words “without limitation”; the word “or” is not exclusive; references to Persons include their respective successors and assigns (to the extent and only to the extent permitted by the Agreement) or, in the case of governmental Persons, Persons succeeding to the relevant functions of such Persons; and all references to statutes and related regulations shall include any amendments of the same and any successor statutes and regulations.

21

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

LONDON FOG GROUP, INC. (“Seller”)	ICONIX BRAND GROUP, INC. (“Buyer”)
By:/s/ Marv Toland	By:/s/ David Conn
Name: Marv Toland Title:  Chief Financial Officer	Name: David Conn Title:   Executive Vice President

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APPENDIX I

DEFINITIONS

“Additional Assets” is defined in Section 1(a).

“Affiliate” shall mean, with respect to any Person, any other Person controlling, controlled by or under common control with such Person. The term “Control” as used in the preceding sentence means, with respect to a corporation, the right to exercise, directly or indirectly, more than 10% of the voting rights attributable to the shares of the controlled corporation and, with respect to any Person other than a corporation, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person.

“Agreement” is defined in the Preamble.

“Assets” is defined in Section 1.

“Assumed Agreements” is defined in Section 1(a)(iii).

“Assumed Obligations” is defined in Section 2(a).

“Assumption and Assignment Agreement” is defined in Section 4(b)(ii).

“Avoidance Actions” means actions arising under Sections 544 through 551 of the Bankruptcy Code.

“Bankruptcy Case” is defined in the Recitals.

“Bankruptcy Code” is defined in the Recitals.

“Bankruptcy Court” is defined in the Recitals.

“Bankruptcy Court Approval Hearing” is defined in Section 9(b)(i)(E).

“Bankruptcy Court Approval Order” is defined in Section 9(b)(ii).

“Bill of Sale” is defined in Section 4(b)(i).

“Brands” is defined in Section 1(a)(i).

“Business” is defined in the Recitals.

“Buyer” is defined in the Preamble.

“Buyer’s Designee” is defined in Section 12(h).

“Cash Payment” is defined in Section 3(a)(ii)(B).

“Closing” is defined in Section 4(a).

“Closing Date” is defined in Section 4(a).

“COBRA” means the requirements of Part 6 of Subtitle B of Title I of ERISA and Code Section 4980B and of any similar state Law.

“Code” means the Internal Revenue Code of 1986, as amended.

“Confidential Information” is defined in Section 7(c)(ii).

“CSC” means Columbia Sportswear Company and its successors and assigns.

“CSC APA” means that certain Asset Purchase Agreement dated as of March 31, 2006 entered into by Seller and CSC.

“Cure Costs” is defined in Section 7(h).

“DDJ” is defined in Section 3(c).

“Deliverable Iconix Stock” is defined in Section 3(c).

“Deposit” is defined in Section 3(b).

“Disclosure Schedule” is described in the introduction to Section 5 and is attached hereto.

“Employee Benefit Plans” means any pension, thrift, savings, profit sharing, retirement, incentive bonus or other bonus, medical, dental, life, accident insurance, benefit, employee welfare, disability, group insurance, stock purchase, stock option, stock appreciation, stock bonus, executive or deferred compensation, hospitalization and other similar fringe or employee benefit plans, programs and arrangements, and any employment or consulting contracts, “golden parachutes,” collective bargaining agreements, severance agreements or plans, vacation and sick leave plans, programs, arrangements and policies, including, without limitation, all “employee benefit plans” (as defined in ERISA Section 3(3)), all employee manuals, and all written or binding oral statements of policies, practices or understandings relating to employment, which are provided to, for the benefit of, or relate to, any persons employed at any time by Seller.

“Environmental Action” means any pollution, threat to the environment, or exposure to, or manufacture, processing, distribution, use, treatment, generation, existence, transport, handling, holding, removal, abatement, remediation, recycling, reclamation, management, disposal, emission, discharge, storage, escape, seepage, leakage or release of, or threatened release of, any waste.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Excluded Asset” is defined in Section 1(b).

“Governmental Authorities” is defined in Section 2(b)(viii).

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“Iconix Stock” is defined in Section 3(c).

“Intellectual Property Assignment(s)” is defined in Section 4(b)(iii).

“Intellectual Property Rights” means all intellectual property and proprietary rights, throughout the universe in all media, relating to the Brands, Assets, and Additional Assets, arising under statutory or common law, contract or otherwise, including without limitation (i) all inventions, all improvements thereto, and all patents, patent applications, and patent disclosures, (ii) all Trademarks, (iii) all copyrightable works, all copyrights, and all applications, registrations, and renewals in connection therewith, (iv) all trade secrets, know how, and confidential business information, (v) all computer software (including data and related documentation), (vi) all copies and tangible embodiments thereof, and (vii) any past, present, or future claims or causes of action arising out of or related to any infringement, dilution or violation of any of the foregoing.

“IP Holdings” is defined in Section 12(h).

“IRS” means the Internal Revenue Service.

“Laws” is defined in Section 2(b)(viii).

“Liability” means any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, responsibility, liability or other obligation (whether fixed or unfixed, whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unsacred, whether liquidated or unliquidated, whether secured or unsecured and whether due or to become due), including any liability for Taxes.

“Liens and Claims” is defined in Section 1(c).

“Limited License” is defined in Section 7(d).

“Litigation” is defined in Section 2(b)(v).

“Material Adverse Effect” means a material adverse effect on the business, results of operations, prospects, properties, condition (financial or otherwise), assets or liabilities of the Business or Seller.

“Ordinary Course of Business” means the ordinary course of business consistent with Seller’s custom and practice (including with respect to quantity and frequency) from and after March 20, 2006.

“Outside Closing Date” means August 28, 2006.

“Person” means an individual, a partnership, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or a governmental entity (or any department, agency, or political subdivision thereof).

“Purchase Price” is defined in Section 3(a).

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“Registration Rights Agreement” is defined in Section 3(c).

“Representatives” means, with respect to any entity, its Affiliates, officers, directors, managers, employees, consultants, agents and other representatives.

“Restriction Release Date” is defined in Section 3(c).

“Sale Procedures Order” is defined in Section 9(b)(i).

“Seller” is defined in the Preamble.

“Tax” means any federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, occupation, severance, stamp, occupation, premium, windfall profits, environmental (including Taxes under Code Section 59A), customs duties, import and export, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, recording, value added, alternative or add-on minimum, estimated, or other tax or governmental fee of any kind whatsoever, including any interest, penalty, deficiency, assessment or addition thereto, whether disputed or not.

“Tax Return” means any return, declaration, report, claim for refund or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“Trademarks” means all trademarks, service marks, trade dress, logos, brand names, trade names, domain names and corporate names related to the Brands, Assets, and Additional Assets, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill of the Business connected with the use thereof and symbolized thereby, and all applications, registrations, and renewals in connection therewith.

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List of Omitted Schedules and Exhibits

Disclosure Schedule	Description
Section 5(a)	Title to and Transfer of the Assets
Section 5(c)	Assumed Agreements
Section 5(d)	Consents and Approvals; No Violation
Section 5(e)	Brands
Exhibits
Exhibit A-1	Brands
Exhibit A-2	Assumed Agreements
Exhibit A-3	Additional Assets
Exhibit B	Form of Sale Procedures Order
Exhibit C	Form of Bankruptcy Court Approval Order

EX-4.1

Execution Copy

IP HOLDINGS LLC,

as Issuer

and

WILMINGTON TRUST COMPANY,

as Trustee

FIFTH AMENDED AND RESTATED

INDENTURE

Dated as of August 28, 2006

$159,941,998

IP HOLDINGS LLC ASSET-BACKED NOTES

TABLE OF CONTENTS

	Page
PRELIMINARY STATEMENT
GRANTING CLAUSES
ARTICLE I. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	3
Section 1.1. Definitions	3
Section 1.2. Acts of Noteholders	4
Section 1.3. Notices, etc. to Trustee, Issuer and IPHM	4
Section 1.4. Notices to Noteholders; Waiver	5
Section 1.5. Effect of Headings and Table of Contents	5
Section 1.6. Successors and Assigns	5
Section 1.7. Severability	6
Section 1.8. Benefits of Indenture	6
Section 1.9. Governing Law	6
Section 1.10. Counterparts	6
Section 1.11. Consents	6
Section 1.12. Effective Date	6
ARTICLE II. NOTE FORM	6
Section 2.1. Form Generally	6
Section 2.2. Form of Note	7
ARTICLE III. THE NOTES	12
Section 3.1. Designation of Notes; Certain Related Provisions	12
Section 3.2. Denominations	12
Section 3.3. Execution, Authentication, Delivery and Dating	12
Section 3.4. Registration, Registration of Transfer and Exchange	13
Section 3.5. Limitation on Transfer and Exchange	14
Section 3.6. Mutilated, Destroyed, Lost or Stolen Notes	15
Section 3.7. Payment of Principal and Interest	16
Section 3.8. Persons Deemed Owners	16
Section 3.9. Cancellation	16

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ARTICLE IV. DELIVERY OF THE NOTES	17
ARTICLE V. SATISFACTION AND DISCHARGE	17
Section 5.1. Satisfaction and Discharge of Indenture	17
Section 5.2. Application of Trust Money	18
Section 5.3. Discharge of Security Interest	18
ARTICLE VI. EVENTS OF DEFAULT AND REMEDIES	19
Section 6.1. Events of Default	19
Section 6.2. Acceleration of Maturity, Rescission and Annulment	20
Section 6.3. Remedies	21
Section 6.4. Trustee May File Claim	22
Section 6.5. Trustee May Enforce Claims Without Possession of Notes	23
Section 6.6. Allocation of Money Collected	23
Section 6.7. Limitation on Suits	24
Section 6.8. Unconditional Right of Noteholders to Receive Principal and Interest	25
Section 6.9. Restoration of Rights and Remedies	25
Section 6.10. Rights and Remedies Cumulative	25
Section 6.11. Delay or Omission Not Waiver	26
Section 6.12. Control by Noteholders	26
Section 6.13. Waiver of Past Defaults	26
Section 6.14. Undertaking for Costs	26
Section 6.15. Waiver of Stay or Extension Laws	27
Section 6.16. Sale of Collateral	27
Section 6.17. Action on Notes	28
ARTICLE VII. THE TRUSTEE; RESIGNATION OF TRUSTEE AND SUCCESSOR TRUSTEE	28
Section 7.1. Certain Duties and Responsibilities of Trustee	28
Section 7.2. Notice of Default, Cure or Waiver	30
Section 7.3. Certain Rights of Trustee	30
Section 7.4. Not Responsible for Recitals or Issuance of Notes	31
Section 7.5. May Hold Notes	32
Section 7.6. Money Held in Trust	32
Section 7.7. Compensation and Reimbursement	32

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Section 7.8. Corporate Trustee Requirement Eligibility	33
Section 7.9. Resignation and Removal; Appointment of Successor	33
Section 7.10. Acceptance of Appointment by Successor	34
Section 7.11. Merger, Conversion, Consolidation or Succession to Business of Trustee	34
Section 7.12. Co-trustees and Separate Trustees	34
Section 7.13. Rights of Trustee in Capacity of Payment Agent, Transfer Agent or Registrar	36
ARTICLE VIII. CONSOLIDATION AND MERGER	36
ARTICLE IX. SUPPLEMENTAL INDENTURES	36
Section 9.1. Supplemental Indentures Only with Consent of Noteholders	36
Section 9.2. Execution of Supplemental Indentures	37
Section 9.3. Effect of Supplemental Indentures	37
Section 9.4. Reference in Notes to Supplemental Indenture	38
Section 9.5. Solicitation of Holders of Notes	38
ARTICLE X. REDEMPTION OF NOTES	38
Section 10.1. Redemption at the Option of the Issuer	38
Section 10.2. Notice of Redemption by the Issuer	40
Section 10.3. Deposit of the Redemption Price	40
Section 10.4. Notes Payable on Redemption Date; Less than All Notes to be Redeemed	41
Section 10.5. Defeasance	41
ARTICLE XI. REPRESENTATIONS, WARRANTIES AND COVENANTS	42
Section 11.1. Payment of Principal and Interest	42
Section 11.2. Maintenance of Office or Agency	42
Section 11.3. Money for Note Payments to Be Held in Trust	42
Section 11.4. Continued Existence; Observance of Organizational Documents	43
Section 11.5. Protection of Collateral	43
Section 11.6. Biennial Opinion as to Collateral	45
Section 11.7. Negative Covenants	45
Section 11.8. Statement as to Compliance	46
Section 11.9. Inspection	47
Section 11.10. Limited Purpose	47
Section 11.11. Issuer Ownership	47

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Section 11.12. Enforcement of Transaction Documents	47
Section 11.13. Representations and Warranties	47
Section 11.14. Certain Covenants	51
Section 11.15. Submission to Jurisdiction	52
Section 11.16. Representations with Respect to Assets.	53
Section 11.17. Survival of Indenture Representations and Warranties	56
ARTICLE XII. ACCOUNTS, ACCOUNTINGS AND RELEASES	56
Section 12.1. Collection of Money	56
Section 12.2. Accounts	56
Section 12.3. Release of Assets	60
Section 12.4. Accounting by Trustee to Issuer and the Noteholders	61
Section 12.5. Collateral	62
Section 12.6. Opinion of Counsel	62
ARTICLE XIII. APPLICATION OF MONIES	63
Section 13.1. Disbursements of Monies out of Collection Account	63
Section 13.2. Disbursement of Monies out of the Liquidity Reserve Account	65
Section 13.3. Advertising Reserve Account	66
Section 13.4. Disbursements of Monies out of the Lockbox Account	66
Section 13.5. Disbursement of Monies out of the Renewal Reserve Account	66
Section 13.6. Disbursement of Monies out of Prepaid Fee and Royalty Account	67
Section 13.7. Eligible Investments	67
ARTICLE XIV. COVENANTS OF IP HOLDINGS AND MANAGEMENT CORPORATION	68
Section 14.1. Continued Existence; Organizational Documents	68
Section 14.2. Negative Covenant	68
Section 14.3. No Bankruptcy Petition.	68

iv

APPENDIX A	Standard Definitions
EXHIBIT A	Form of Assignment of Note
EXHIBIT B	Form of Servicer’s Report
EXHIBIT C	Form of Investment Letter
EXHIBIT D	Substitute Form W-9
EXHIBIT E	Assets
	EXHIBIT E-1: Trademarks
	EXHIBIT E-1A: Registered Trademarks
	EXHIBIT E-1B: Unregistered Trademarks
	EXHIBIT E-1C: Additional Registrations and Pending Applications
	EXHIBIT E-2: Licenses
	EXHIBIT E-3: Copyrights
	EXHIBIT E-4: Patents
	EXHIBIT E-5: Pending Intent-to-Use Applications
	EXHIBIT E-6: Trademarks Subject to Litigation
EXHIBIT F	Claims

v

This FIFTH AMENDED AND RESTATED INDENTURE (as amended from time to time as permitted hereby, this “Indenture”) is dated as of August 28, 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 Fourth Amended and Restated Indenture, dated as of April 11, 2006, by and between the parties hereto, as amended by Amendment No. 1 to Fourth Amended and Restated Indenture, dated as of August 14, 2006, by and between the parties hereto (as so amended, the “Fourth Amended and Restated Indenture”), which amended and restated in its entirety the Third Amended and Restated Indenture, dated as of September 1, 2005 (the “Third Amended and Restated Indenture”), by and between 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 and between 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 and between the parties hereto, which amended and restated in its entirety, the Indenture, dated as of August 20, 2002 (the “Original Indenture”), by and between the parties hereto.

PRELIMINARY STATEMENT

The Issuer duly authorized the execution and delivery of the Original Indenture to provide for the issuance of a single class of 7.93% IP Holdings LLC Asset-Backed Notes (the “Original Notes”).

The Issuer duly authorized the execution and delivery of the First Amended and Restated Indenture to provide for the issuance of a subordinate class of Floating Rate IP Holdings LLC Subordinate Asset-Backed Notes (the “Subordinate Notes”).

The Issuer duly authorized the execution and delivery of the Second Amended and Restated Indenture to provide for the issuance of a single class of 8.45% IP Holdings LLC Asset-Backed Notes (the “July Notes”), and for the exchange of the Original Notes and the Subordinate Notes for the July Notes.

The Issuer duly authorized the execution and delivery of the Third Amended and Restated Indenture to provide for the issuance of a single class of IP Holdings LLC Asset-Backed Notes (the “September Notes”), and for the exchange of the July Notes for the September Notes.

The Issuer duly authorized the execution and delivery of the Fourth Amended and Restated Indenture to provide for the issuance of a single class of IP Holdings LLC Asset-Backed Notes (the “April Notes”), and for the exchange of the September Notes for the April Notes.

The Issuer now has duly authorized the execution and delivery of this Indenture to provide for the issuance of a single class of IP Holdings LLC Asset-Backed Notes (the “Notes”), and for the exchange of the April Notes for the Notes.

All covenants and agreements made by the Issuer herein are for the benefit and security of the Noteholders. The Issuer is entering into this Indenture, and the Trustee is accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged.

GRANTING CLAUSES

The Issuer hereby Grants to the Trustee for the exclusive benefit of the Holders of the Notes a Lien upon and a security interest in all of the Issuer’s right, title and interest, whether now owned or hereafter acquired, (but none of the obligations) in and to the following (collectively, the “Collateral”), subject, however, in each case, to any applicable Lien:

(a)the Assets;

(b)all cash, securities, instruments and other property held from time to time in the Collection Account, the Liquidity Reserve Account, the Revenue Reduction Account, the Prepaid Fee and Royalty Account and the Renewal Reserve Account or otherwise transferred to the Trustee hereunder (but excluding any amounts payable to or deposited in the Advertising Reserve Account);

(c)the Contribution Agreement, the Joe Boxer Contribution Agreement, the Rampage Contribution Agreement, the Mudd Contribution Agreement, the London Fog Contribution Agreement, the Management Agreement, the Back-Up Management Agreement, the Servicing Agreement, the Mudd Guaranty and the Mudd Pledge Agreement, in each case as the same may be modified, amended, supplemented or restated from time to time;

(d)all books and records concerning the foregoing property (including without limitation all tapes, disks and related items containing any such information);

(e)all after acquired property of the Issuer; and

(f)all proceeds of the foregoing of any nature whatsoever, including without limitation proceeds and the conversion, voluntary or involuntary, of any thereof.

Such Grants are only made, however, in trust, solely to secure (i) the Notes equally and ratably, except as otherwise may be provided in this Indenture, without prejudice, priority or distinction among the Notes by reason of differences in time of authentication or delivery or otherwise, (ii) the payment of all other sums payable under this Indenture, and (iii) compliance with the provisions of this Indenture, all as provided in this Indenture.

It is expressly agreed that anything herein contained to the contrary notwithstanding, the Issuer shall not, other than as required by applicable law, be released from any of its obligations under any of the Collateral, and the Trustee and the Holders shall have no obligation or liability under any Collateral by reason of or arising out of the assignment hereunder, nor shall the Trustee or the Holders be required or obligated in any manner to perform or fulfill any obligations of the Issuer under or pursuant to any of the Collateral or such other documents or to make any payment, subject, however, to any applicable Liens, or to make any inquiry as to the nature or sufficiency of any payment received by them, or present or file any claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to them or to which they may be entitled at any time or times.

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The Issuer does hereby warrant and represent that (i) except for Liens described in Exhibit B to each of the Contribution Agreement, the Joe Boxer Contribution Agreement, the Rampage Contribution Agreement, the Mudd Contribution Agreement and the London Fog Contribution Agreement, it has not permitted and hereby covenants that it will not permit, the creation of any Lien other than the Lien of this Indenture with respect to any part of the Collateral, so long as this Indenture shall remain in effect, to anyone other than the Trustee, and (ii) the representations and warranties of the Issuer contained in this Indenture are true and correct.

The Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions of this Indenture and agrees to perform the duties herein required. So long as any Note remains Outstanding, the Trustee shall act for the benefit of the Noteholders as their interests may appear to the extent provided herein.

The Trustee agrees to maintain in its possession each item of Collateral constituting a contract or chattel paper under the UCC delivered to it unless and until such item of Collateral is released from the lien hereof pursuant to Article V or Section 12.3 hereof.

All things necessary to make this Indenture a valid agreement of the Issuer in accordance with its terms have been done. The Trustee hereby acknowledges receipt of the April Note in connection with the authentication and delivery of the Note.

ARTICLE I.

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.1 Definitions

(a) Except as otherwise expressly provided herein or unless the context otherwise requires, the capitalized terms used in this Indenture shall have the respective meanings specified in the Fifth Amended and Restated Standard Definitions set forth as Appendix A hereto, which is incorporated herein by reference. The definitions of such terms are equally applicable both to the singular and plural forms of such terms.

(b)All references in this instrument to designated “Articles,” “Sections,” “Subsections” and other subdivisions are to the designated Articles, Sections, Subsections and other subdivisions of this instrument as originally executed or if amended or supplemented, as so amended and supplemented. The words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section, Subsection or other subdivision.

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Section 1.2 Acts of Noteholders

(a)If, at any time, there is more than one Holder of the Notes, any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by the Noteholders shall, unless otherwise expressly provided herein, be taken by the Holders of 51% of the aggregate Note Principal Balance of Notes Outstanding (the “Majority Holders”) and, whether to be taken by all or less than all of the Holders, may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee, and, where it is herein expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 7.1) conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Section 1.2.

(b)The fact and date of the execution by any Person of any such instrument or writing may be proved in any manner which the Trustee reasonably deems sufficient.

(c)The ownership of Notes shall be proved by the Note Register.

(d)Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Section 1.3. Notices, etc. to Trustee, Issuer and IPHM

(a)Except as otherwise provided, any request, demand, authorization, direction, notice, consent, waiver or Act of Noteholders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with

(1) the Trustee by any Noteholder, by the Issuer or by IPHM shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office; or

(2) the Issuer or IPHM by the Trustee or by any Noteholder shall be sufficient for every purpose hereunder if in writing and mailed, registered mail return receipt requested or by overnight courier or hand delivery, to the Issuer addressed to it at 103 Foulk Road, Wilmington, Delaware 19803, and the Manager at the same address or at any other address previously furnished in writing to the Trustee by the Issuer.

(b)Without duplication, a party to this Indenture sending or delivering a notice of any kind hereunder shall also provide a copy of the notice in any manner authorized herein to each Noteholder at the Noteholder’s address as it appears on the Note Register upon receiving such address from the Trustee or the Noteholder and, in any event, each such party shall also in similar fashion send a copy of such notice to PartnerRe New Solutions Inc., One Greenwich Plaza, Greenwich, Connecticut 06830-6352.

Section 1.4. Notices to Noteholders; Waiver

Where this Indenture provides for notice to Noteholders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed by registered mail return receipt requested or by overnight courier or hand delivery, to each Noteholder, at its address as it appears on the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. Any notice which is mailed in the manner herein provided shall be deemed effective upon receipt or refusal.

Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by the Noteholders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any event to the Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be reasonably satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice.

Section 1.5. Effect of Headings and Table of Contents

The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

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Section 1.6. Successors and Assigns

All covenants and agreements in this Indenture by the Issuer shall bind its successors and assigns, whether so expressed or not.

Section 1.7. Severability

In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 1.8. Benefits of Indenture

Nothing in this Indenture or in the Notes, expressed or implied, shall give to any Person, other than the parties hereto, and any of their successors hereunder and the Noteholders, any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 1.9. Governing Law

This Indenture and each Note shall be construed in accordance with and governed by the laws of the State of New York applicable to agreements made and to be performed therein without giving effect to principles of conflicts of law other than Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York.

Section 1.10. Counterparts

This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 1.11 Consents

Any consent of any of the parties hereto required pursuant to this Indenture shall not be unreasonably withheld or delayed.

Section 1.12. Effective Date

This Indenture shall not be effective until the Closing Date of the Notes.

ARTICLE II.

NOTE FORM

Section 2.1. Form Generally

The Notes and the certificate of authentication shall be in substantially the form set forth in Section 2.2 with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon, as may be required to comply with the rules of any securities exchange on which the Notes may be listed, or as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution of the Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note.

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Section 2.2. Form of Note

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS AND THE ISSUER HAS NOT BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”), AND THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS EXCEPT IN A TRANSACTION THAT IS EXEMPTED UNDER THE SECURITIES ACT (INCLUDING A TRANSFER MADE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)) AND APPLICABLE STATE SECURITIES LAWS.

EACH HOLDER OF THIS NOTE MUST BE, AND BY VIRTUE OF HOLDING THIS NOTE SHALL BE DEEMED TO HAVE REPRESENTED THAT IT IS, AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) AND (7) UNDER THE SECURITIES ACT AND THAT IT WAS NOT FORMED TO PURCHASE NOTES.

THE PRINCIPAL OF THIS NOTE IS PAYABLE ON THE PAYMENT DATES AND IN THE AMOUNTS DESCRIBED HEREIN. ACCORDINGLY, THE OUTSTANDING NOTE PRINCIPAL BALANCE OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF AND MAY BE ASCERTAINED ONLY BY OBTAINING A CONFIRMATION THEREOF FROM THE TRUSTEE NAMED HEREIN OR ITS SUCCESSOR.

The Notes may not be acquired or transferred to an employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), a plan described in Section 4975(e)(1) of the Code, or any entity deemed to hold plan assets of a benefit plan or plan unless the acquiror or the transferee represents that its acquisition and holding of the Notes will at all times be exempt from the prohibited transaction provisions of ERISA and Section 4975 of the Code under PTE 84-14, PTE 90-1, PTE 91-38, PTE 95-60 or PTE 96-23 or a similar exemption.

The Trustee and the Note Registrar shall not permit a transfer of a Note if such transfer would result in the Issuer having more than eight (8) registered Noteholders as shown in the Note Register or five (5) registered Noteholders excluding the initial Noteholder and its direct transferees.

The Holder of this Note is not a partnership, grantor trust or S corporation of which (i) substantially all of the value of the interest of a person owning an interest in such entity is attributable to the entity’s (direct or indirect) interest in the Note, and (ii) a principal purpose of the use of the tiered arrangement is to permit the Issuer to satisfy the 100-person limitation in paragraph (h)(1)(ii) of Section 1.7704-1 of the Treasury Regulations.

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No. [___]                                                                                                                       Initial Note Principal

Balance of the

Notes: $[          ]

Initial Note Principal

Balance of this Note:

$[          ]

IP HOLDINGS LLC

ASSET-BACKED NOTES

ISSUE DATE: ________, 2006

LEGAL MATURITY DATE: February 22, 2016

IP HOLDINGS LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (the “Issuer,” which term includes any successor entity under the Indenture referred to below), for value received, hereby promises to pay to [PAYEE], or registered assigns (the “Payee”), the principal sum of [        Dollars ($        )] payable on each Payment Date in distributions of principal and interest as set forth in the Indenture, but in no event less than the amounts set forth in the amortization schedule attached hereto on each Payment Date (which, in connection with an Unscheduled Amortization Events, shall be amended and restated by the Servicer such that the Notes will continue to amortize on a level debt service basis from the date of such Unscheduled Amortization Event to the Legal Maturity Date (with the concurrence of the Noteholders that the revised schedule has been properly determined)); provided, however, that the Issuer shall only be required to make the principal payment under the heading “Reserve Payments” on the amortization schedule attached hereto to the extent of funds on deposit in the Liquidity Reserve Account and in accordance with the provisions of Sections 13.1(a)(vi) and 13.2(b) of the Indenture. This Note shall be a limited obligation of the Issuer, payable solely from and to the extent of the Collateral subject to the Lien of the Indenture (defined below). This Note shall bear interest on the outstanding unpaid principal balance at a rate equal to the Note Interest Rate; provided, however, that interest on any amount of principal or interest that is not timely paid when due shall accrue interest until paid at a rate per annum equal to 2% per annum in excess of the Note Interest Rate then in effect to the extent allowed by law (the “Default Rate”); and, provided, further, that if a Default shall have occurred under, and as defined in, the Indenture, interest shall accrue from that time forward at the Default Rate, to the extent allowed by law, until such Default is cured. All unpaid principal of and accrued interest on the Notes shall be due and payable on February 22, 2016. The interest and principal so payable on any Payment Date shall, as provided in the Indenture, be paid to the Person in whose name this Note is registered in the Note Register on the Record Date for such Payment Date which shall be the close of business on the last day of the month prior to such Payment Date (whether or not a Business Day). All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. Certain provisions of the Indenture are described in this Note.

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The principal of and interest on this Note are payable solely by wire transfer to the Person whose name appears as the Registered Holder of this Note on the Note Register on the Record Date for the Payment Date, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.

This Note is one of a duly authorized issue of Notes of the Issuer designated as its IP Holdings LLC Asset-Backed Notes (the “Notes”) issued under a Fifth Amended and Restated Indenture, dated as of August 28, 2006 (herein, called the “Indenture”), by and between the Issuer and Wilmington Trust Company, as trustee (the “Trustee”), which term includes any successor Trustee under the Indenture, to which Indenture reference is hereby made for a statement of the respective rights thereunder of the Issuer, the Trustee and the Holders of the Notes, and the terms upon which the Notes are, and are to be, authenticated and delivered. This Note has been exchanged for the April Notes, which had an initial note principal balance of $135,564,529, which had been exchanged for the September Notes, which had an initial note principal balance of $103,000,000, which had been exchanged for the July Notes, which had an initial note principal balance of $63,000,000, which had been exchanged for the Original Notes and the Subordinate Notes, which had initial note principal balances of $20,000,000 and $3,600,000, respectively.

As provided in the Indenture, the Notes are secured by and payable solely from Assets conveyed to the Issuer by its present and former members, proceeds thereof and other amounts, if any, held by the Trustee as security for the Notes, (the “Collateral”) described in the Indenture. The Notes are equally and ratably secured by the Collateral pledged therefor to the extent provided by the Indenture.

Unless earlier declared due and payable by reason of an Event of Default, the Notes are payable at the time and in the manner provided in the Indenture and are redeemable at the option of the Issuer before such time in whole or in part, on either a Payment Date or on the first Business Day of any calendar month if there is no Payment Date occurring in such calendar month. The Notes shall be redeemed at a Redemption Price equal to the Note Principal Balance or portion thereof to be redeemed, plus accrued interest thereon to the Redemption Date, plus the Redemption Premium in the amount established under the Indenture (unless the redemption is an Extraordinary Optional Redemption, a Liquidity Reserve Fund Redemption, in which case no Redemption Premium shall be payable or a redemption made pursuant to Section 10.1(b) of the Indenture, in which case the Redemption Price shall be calculated as set forth therein). If an Event of Default (as defined in the Indenture) shall occur and be continuing, the principal of all the Notes may become or be declared due and payable in the manner and with the effect provided in the Indenture.

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The Issuer may remove all or a portion of the Assets relating to any or all Primary Marks from the Lien of the Indenture in accordance with Section 12.3 of the Indenture upon giving notice to the Trustee and delivering the Release Price of the Assets to be removed to the Trustee or making a Grant of Defeasance Securities. Any such election to remove Assets shall be deemed to be an exercise of the option to redeem Notes as provided in the Indenture.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Note Register of the Issuer, upon surrender of this Note for registration of transfer at the office or agency of the Trustee in the United States of America, duly endorsed by, or accompanied by a written instrument of transfer in form and content satisfactory to the Issuer and the Trustee duly executed by, the Holder hereof or its attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate Initial Note Principal Balance, shall be issued to the designated transferee or transferees.

Prior to due presentment for registration of transfer of this Note, the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Note be overdue, and neither the Issuer, the Trustee, nor any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer subject to procedures and approvals set forth in the Indenture. The Indenture also contains provisions permitting the Noteholders to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults and their consequences under the Indenture. Any such consent or waiver shall be conclusive and binding upon the Noteholder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.

The Notes are issuable only in registered form without coupons in such authorized denominations as provided in Section 3.2 of the Indenture and subject to certain limitations therein set forth. The Notes are exchangeable for Notes of a like Initial Note Principal Balance of a different authorized denomination, as requested by the Holder surrendering same.

This Note and the Indenture shall be governed by and construed in accordance with the laws of the State of New York without giving effect to principles of conflicts of law other than Section 5-1401 and 5-1402 of the General Obligations Law of the State of New York.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note in accordance with the Indenture at the times, place and rate, and in the coin or currency, herein prescribed.

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IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its President or a Vice President.

IP HOLDINGS LLC
By:	IP Holdings and Management Corporation, its Manager

By:
	Name:
	Title:

[FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION]

This is one of the Notes referred to in the within mentioned Indenture.

Dated: 

[TRUSTEE],

not in its individual capacity, but solely

as Trustee  

By

Authorized Signatory

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ARTICLE III.

THE NOTES

Section 3.1. Designation of Notes; Certain Related Provisions

The Notes shall be designated generally as the “IP Holdings LLC Asset-Backed Notes” of the Issuer.

The Notes and all accrued interest thereon shall be due and payable on the Legal Maturity Date to the extent not paid before such date.

All calculations of interest on the Notes are to be determined as set forth in the definitions of the Candie’s/Joe Boxer Note Interest Rate, the Rampage Note Interest Rate, the Mudd Note Interest Rate and the London Fog Note Interest Rate.

The aggregate Initial Note Principal Balance of the Notes that may be authenticated and delivered hereunder is limited to $159,941,998, except for Notes issued and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes, pursuant to Sections 3.4, 3.6 or 10.5 hereof.

The Notes are limited obligations of the Issuer, payable solely from and to the extent of the Collateral subject to the Lien of the Indenture.

Section 3.2 Denominations

The Notes are available in a minimum denomination of $2,500,000 and integral multiples of $1,000 in excess thereof.

Section 3.3. Execution, Authentication, Delivery and Dating

The April Notes are hereby exchanged for Notes issued pursuant to this Indenture. For the avoidance of doubt, the indebtedness evidenced by the April Notes remains outstanding and is consolidated with the indebtedness evidenced by the Notes issued hereunder.

The Notes shall be executed on behalf of the Issuer by the President or one of its Vice Presidents which may be in facsimile form or otherwise reproduced thereon. The signature of any of these officers on the Notes may be manual or facsimile. The Notes may be printed, lithographed, typewritten, mimeographed or otherwise produced. The Notes need not be sealed.

Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication or delivery of such Notes or did not hold such offices at the date of authentication or delivery of such Notes.

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At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer together with an Issuer Order authorizing authentication thereof to the Trustee for authentication; and the Trustee shall authenticate and deliver such Notes as provided in this Indenture, having an aggregate Initial Note Principal Balance not in excess of the amount stated in Section 3.1, and not otherwise.

Each Note shall bear on its face the Issue Date and the Legal Maturity Date and be dated as of the date of its authentication.

No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein, executed by the Trustee by the manual signature of one of its authorized officers, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Each Holder shall provide the Trustee for recordation in the Note Register its mailing address for notices under this Indenture.

Section 3.4. Registration, Registration of Transfer and Exchange

The Trustee is hereby appointed as registrar of the Notes (the “Note Registrar”), as agent of the Issuer for transfer of the Notes (the “Transfer Agent”) and as the agent of the Issuer for the payment of the Notes (the “Paying Agent”) and the Trustee accepts such appointments. The Trustee in its capacity as the Note Registrar shall cause to be kept a register (the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Notes and the registration of transfers of Notes.

Upon surrender for registration of transfer of any Note at the office or agency of the Trustee to be maintained as provided in Section 11.2, the Issuer shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of a like principal amount.

At the option of the Holder, Notes may be exchanged for other Notes of any authorized denominations and of a like principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver the Notes which the Noteholder making the exchange is entitled to receive.

All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, entitled to the same benefits and subject to all the terms and conditions of this Indenture, as the Notes surrendered upon such registration of such transfer or exchange.

Every Note presented or surrendered for registration of transfer or exchange shall (if so required by the Issuer or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form and content satisfactory to the Issuer and the Trustee duly executed, by the Holder thereof or his attorney duly authorized in writing. The form of assignment set forth at Exhibit A hereof shall be deemed to be satisfactory for purposes of the last preceding sentence. Concurrently with any transfer, the transferring Holder shall provide the Trustee for recordation in the Note Register the mailing address of such transferee for service of any notices to be delivered pursuant to this Indenture and the payment of amounts due to such transferee.

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No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Trustee may require payment of a sum sufficient to cover any expense, tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 10.5 not involving any registration of transfer.

Prior to any sale or other disposition of any Note the Holder transferring such Note will, at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Note to the Trustee in exchange for a new Note or Notes pursuant to this Section.

Section 3.5. Limitation on Transfer and Exchange

The Notes have not been registered or qualified under the Securities Act or the securities laws of any state. No transfer of any Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act and registration or qualification under applicable state securities laws or is exempt from such registration or qualification. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and applicable state securities laws, the Issuer shall require, in order to assure compliance with the Securities Act, that the prospective transferee certify to the Issuer and the Trustee in writing the facts surrounding the transfer in the form of the investment letter described in Exhibit C hereto or such other form as the Issuer may agree to accept, in its sole discretion (each such letter, an “Investment Letter”). Neither the Issuer nor the Trustee is obligated to register or qualify the Issuer or Notes (or any offering or sale thereof) under the Securities Act or any other securities law.

While not conceding that the Issuer is an investment company within the meaning of the Investment Company Act, in no event shall the transfer of a Note be permitted if the transfer would cause the loss to the Issuer of a necessary exemption under the Investment Company Act of 1940, as amended.

The Notes may not be acquired or transferred to an employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), a plan described in Section 4975(e)(1) of the Code, or any entity deemed to hold plan assets of a benefit plan or plan unless the acquiror or the transferee represents that its acquisition and holding of the Notes will at all times be exempt from the prohibited transaction provisions of ERISA and Section 4975 of the Code under PTE 84-14, PTE 90-1, PTE 91-38, PTE 95-60 or PTE 96-23 or a similar exemption.

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The Trustee and the Note Registrar shall not permit a transfer of a Note if such transfer would result in the Issuer having more than eight (8) registered Noteholders as shown in the Note Register or five (5) registered Noteholders excluding the initial Noteholder and its direct transferees.

Further, if its absence will be deemed adverse to the Issuer pursuant to an opinion of counsel to that effect, each purchaser of a Note other than the initial purchaser of the Notes will be required to represent that it is not a partnership, grantor trust or S corporation of which (i) substantially all of the value of the interest of a person owning an interest in such entity is attributable to the entity’s (direct or indirect) interest in a Note, and (ii) a principal purpose of the use of the tiered arrangement is to permit the Issuer to satisfy the 100-person limitation in paragraph (h)(1)(ii) of Section 1.7704-1 of the Treasury Regulations.

The Issuer and the Trustee shall have no liability to the Noteholders or otherwise arising from a transfer of any such Note in reliance upon the Investment Letter delivered in connection therewith.

Section 3.6. Mutilated, Destroyed, Lost or Stolen Notes

If (i) any mutilated Note is surrendered to the Trustee, or the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Trustee such security or indemnity as may be required by the Trustee to indemnify and hold the Issuer and the Trustee harmless (which in the case of any Holder that is, or is a subsidiary of, a bank or other institutional buyer with a net worth of at least $50,000,000, and whose claims paying ability or long-term debt is rated at least investment grade or better by a Rating Agency, need only be such bank’s or institutional buyer’s unsecured written promise of indemnity), then, in the absence of notice to the Issuer or the Note Registrar that such Note has been acquired by a bona fide purchaser, the Issuer shall execute and upon its request the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a new Note of the same tenor and principal amount, bearing a number not contemporaneously outstanding; provided, however, that if any such mutilated, destroyed, lost or stolen Note shall have become or shall be about to become due and payable the Issuer in its discretion may, instead of issuing a new Note, pay such Note.

Upon the issuance of any new Note under this Section, the Issuer or the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, but no service charge may be imposed in connection therewith.

Every new Note issued pursuant to this Section in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

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The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Section 3.7. Payment of Principal and Interest

The principal of and interest on the Notes are payable by wire transfer in immediately available funds to the account specified in directions delivered at least five (5) Business Days prior to such Payment Date by a Registered Holder to the Person whose name appears as the Registered Holder of such Note on the Record Date on the Note Register. Such payment shall be in such coin or currency of the United States of America as at the time of tender is legal tender for the payment of public and private debts. Payments pursuant to Section 13.1 shall be made to each Noteholder based on the Percentage Interests represented by Notes held by such Noteholder. Upon the final payment in full of any Note, the Holder shall promptly surrender such Note at the Corporate Trust Office of the Trustee.

To prevent backup withholding on payments made with respect to the Notes, each Noteholder is required to provide the Trustee with (i) the Noteholder’s correct TIN by completing the form at Exhibit D (Substitute Form W-9), certifying that the TIN provided on the Substitute Form W-9 is correct (or that such Noteholder is awaiting a TIN) and that (A) such Noteholder is exempt from backup withholding, (B) the Noteholder has not been notified by the IRS that the Noteholder is subject to backup withholding as a result of failure to report all interest or dividends or (C) the IRS has notified the Noteholder that the Noteholder is no longer subject to backup withholding, or (ii) if applicable, an adequate basis for exemption. A Foreign Noteholder may qualify as an exempt recipient by submitting to the Trustee a properly completed IRS Form W-8BEN or W-8ECI, as applicable, signed under penalties of perjury, attesting to that Noteholder’s exempt status.

Section 3.8. Persons Deemed Owners

Prior to due presentment for registration of transfer of any Note, the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the Person in whose name any Note is registered as the owner of such Note for the purpose of receiving payments of principal of and interest on such Note (subject to Section 3.7) and for all other purposes whatsoever, whether or not such Note be overdue, and neither the Issuer, the Trustee nor any agent of the Issuer or the Trustee shall be affected by notice to the contrary.

Section 3.9. Cancellation

All Notes surrendered to the Trustee following payment or for registration of transfer or exchange (including Notes surrendered to any Person other than the Trustee which shall be delivered to the Trustee) shall be promptly canceled and destroyed by the Trustee in accordance with its customary procedures.

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ARTICLE IV.

DELIVERY OF THE NOTES

The Notes shall be executed by the Issuer and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon Issuer Order, and upon delivery to the Trustee of the following:

(a)a certificate, certified by the Issuer, authorizing the execution and delivery of this Indenture and the Notes;

(b)either (i) a certificate or other official document evidencing the due authorization, approval or consent of any government body or bodies, at the time having jurisdiction in the premises, and that the authorization, approval or consent of no other governmental body is required for valid issuance of the Notes, or (ii) an Opinion of Counsel that no such authorization, approval or consent of any governmental body is required;

(c)an Officer’s Certificate from the Issuer stating that the Issuer is not, as of the Issue Date, in Default under this Indenture and that the issuance of the Notes will not result in any breach of any of the terms, conditions or provisions of, or constitute a default under, the Issuer’s organizational documents or any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it is bound, or any order of any court or administrative agency entered in any proceeding to which the Issuer is a party or by which it may be bound or to which it may be subject; and that all conditions precedent provided in this Indenture relating to the authentication and delivery of the Notes have been complied with;

(d)duly executed copies of all Transaction Documents; and

(e)such other documents as the Trustee may reasonably require.

ARTICLE V.

SATISFACTION AND DISCHARGE

Section 5.1. Satisfaction and Discharge of Indenture

This Indenture shall cease to be of further effect (except as to any surviving rights of indemnification, payment of fees and registration of transfer and exchange or payment) with respect to the Notes and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes and shall pay, assign, transfer and deliver to the Issuer upon Issuer Order all cash, securities and all other property held by it as part of the Collateral (except for amounts required to pay and discharge the entire indebtedness of the Notes), when

(a) either:

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(i) all Notes theretofore authenticated and delivered (other than (i) Notes whichhave been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6, and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 11.3) have been delivered to the Trustee for cancellation; or

(ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable and the Issuer has irrevocably deposited or caused to be deposited with the Trustee, in trust for the purpose, an amount sufficient to pay and discharge the entire indebtedness on such Notes together with all accrued interest thereon not theretofore delivered to the Trustee for cancellation;

(b) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and

(c) the Issuer has delivered to the Trustee an Officer’s Certificate stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to the Notes have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the Issuer’s obligations in Sections 3.4, 3.6, 7.7, 11.2 and 11.3, the Trustee’s obligations hereunder and the Paying Agent’s obligations in Section 5.2 and the rights and immunities of the Trustee under this Indenture shall survive until the Notes are no longer Outstanding. Thereafter, the obligations of the Issuer in Section 7.7 and the Trustee in Section 5.2 and the rights and immunities of the Trustee under this Indenture shall survive the discharge of this Indenture or the earlier resignation or removal of the Trustee.

Section 5.2. Application of Trust Money

All monies deposited with the Paying Agent pursuant to Section 12.1 shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, to the Persons entitled thereto, of the principal and interest for whose payment such money has been deposited with the Paying Agent and such money shall be segregated from all other funds as required herein or required by law.

Section 5.3. Discharge of Security Interest

Upon satisfaction and discharge of the Indenture as specified in Section 5.1, the Trustee shall execute a release of the Collateral provided by and at the expense of the Issuer. Further, on demand of and at the expense of the Issuer and upon being supplied with instruments appropriate for the purpose, the Trustee shall execute and the Issuer shall file all documents (including without limitation UCC Form 3) necessary to discharge all liens, mortgages, chattel mortgages and other security interests filed with any governmental board or body with respect to the Collateral, and the Trustee shall otherwise cooperate in any way reasonably necessary to restore full unencumbered title in the Collateral to the Issuer or its designee.

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ARTICLE VI.

EVENTS OF DEFAULT AND REMEDIES

Section 6.1. Events of Default

“Event of Default” wherever used herein means any one of the following events (whatever the reason for such Event of Default and without regard to whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) and when used with respect to the Notes shall mean the same occurring at any time while there are Notes Outstanding (except that no event of default under the Management Agreement or the Back-Up Management Agreement shall, in and of itself, constitute an Event of Default):

(1) the Issuer shall fail to comply with Section 11.7(iii)(a) of this Indenture or IPHM shall fail to comply with Section 14.2 of this Indenture;

(2) failure by the Issuer to make payments of principal of and interest on the Notes as and when due pursuant to the terms and provisions of the Notes and this Indenture;

(3) default in the performance by, or breach of any covenant of, the Issuer in any Transaction Document to which it is a party (not referenced in clause (1) or clause (2) above) and continuance of such default or breach for a period of thirty (30) days after the earlier of (A) the date on which an officer of the Managing Member of the Issuer first has actual, personal knowledge (or, in the exercise of reasonable care, should have known) of such default or breach and (B) the date on which written notice, specifying in reasonable detail, such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder shall have been given to the Issuer;

(4) a failure of any representation or warranty of the Issuer in this Indenture to be true and correct as and when made, which failure has a material adverse effect on the interests of the Noteholders and which, if susceptible of being cured, remains uncured after the earlier of (A) thirty (30) days after the date on which an officer of the Managing Member of the Issuer first has actual, personal knowledge (or, in the exercise of reasonable care, should have known) of such failure and (B) the date which is thirty (30) days after written notice, specifying in reasonable detail, such breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder shall have been given to the Issuer; provided, however, any such failure of a representation or warranty as to an Asset that is set forth in Section 11.16 hereof shall not result in an Event of Default unless the cure or payment of the Release Price for such Asset or acquisition and Grant of Defeasance Securities by the Issuer is required in accordance with Section 12.3 of this Indenture and is not achieved or paid as and when required;

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(5) the entry of a decree or order for relief by a court having jurisdiction in respect of the Issuer in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuer or of any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Issuer and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days;

(6) the commencement by the Issuer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future federal or state bankruptcy, insolvency or similar law, or the consent by the Issuer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuer or any substantial part of its property or the making by the Issuer of an assignment for the benefit of creditors or the failure by the Issuer generally to pay its debts as such debts become due or the taking of partnership action by the Issuer in furtherance of any of the foregoing; or

(7) any Note remains Outstanding on the first Payment Date following the Payment Date on which the DSCR is 1.0 or less (as set forth in the related Servicer Report).

Section 6.2. Acceleration of Maturity, Rescission and Annulment

If an Event of Default of the kind specified in clauses (5), (6) and (7) of Section 6.1 occurs, the unpaid principal amount of all of the Notes shall automatically become immediately due and payable without notice, presentment or demand of any kind. If an Event of Default (other than an Event of Default of the kind specified in clauses (5), (6) and (7) of Section 6.1) occurs and is continuing of which a Responsible Officer of the Trustee has actual knowledge, then, and in every such case the Trustee or Majority Holders pursuant to an Act may declare the principal of all of the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Trustee if given by Noteholders) and upon any such declaration (in accordance with this sentence or the preceding sentence), the Notes shall become immediately due and payable together with accrued and unpaid interest and a Redemption Premium.

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At any time after such a declaration of acceleration has been made, but before any Sale of the Collateral has been made or a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Majority Holders by an Act and evidenced by a written notice delivered to the Issuer and the Trustee, may rescind and annul such declaration and its consequence if:

(i) the Issuer has paid or deposited with the Trustee a sum sufficient to pay:

(1) all overdue installments of interest on all Notes;

(2) the principal of any of the Notes which has become due other than by such declaration of acceleration and interest thereon at the Default Rate (to the extent permitted by applicable law);

(3) to the extent that payment of such interest is lawful, interest upon overdue installments of interest on the Notes at the rate specified therefor in the Notes;

(4) in connection with the preservation of the Collateral and enforcement of its rights all sums paid or advanced by the Noteholders hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and

(5) all Events of Default, other than the nonpayment of the principal of the Notes which have become due solely by such acceleration, have been cured or waived as provided in Section 6.13.

No such rescission shall affect any subsequent default or impair any right consequent thereon.

Subsequent to any such declaration of acceleration and so long as such declaration and its consequences have not been rescinded and annulled, prior to the exercise by the Trustee of the remedies set forth in Section 6.3 the Trustee shall give the Issuer and the Noteholders ten (10) days notice of its intention to take such actions.

Section 6.3. Remedies

If an Event of Default shall have occurred and be continuing, the Trustee may, and by an Act of the Majority Holders and subject to Article VII herein pursuant to specific instruction shall, do one or more of the following:

(a)institute Proceedings for the collection of all amounts then payable on the Notes or under this Indenture, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Collateral securing the Notes (including any amounts in the Liquidity Reserve Account, the Renewal Reserve Account, the Defeasance Account and the Prepaid Fee and Royalty Account) the monies adjudged due;

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(b) sell the Collateral or any portion thereof or rights or interest therein, at one or more Sales called and conducted in any manner permitted by law;

(c) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to any portion of the Collateral securing the Notes; and

(d) exercise any remedies of a secured party under the Uniform Commercial Code or other applicable law and take any other appropriate action to protect and enforce the rights and remedies of the Trustee or the Holders of the Notes hereunder;

provided, however, that if there is more than one Holder of Outstanding Notes and if less than all of the Holders of Outstanding Notes have approved a Sale of the Collateral and if the proceeds of any such Sale will be less than the amount required to retire all of the Outstanding Notes in full, then, in any such event, the Trustee may not sell or otherwise liquidate any of the Collateral unless after consultation with an independent accounting firm or another Person approved by Act of the Majority Holders of national reputation in the field of appraisal of assets of the type constituting the Collateral, such Person provides the Trustee with a written report that the proceeds of such Sale reflect a reasonable approximation of the fair market value of the Collateral. The Trustee shall have no liability for any public Sale or private Sale conducted in reliance upon the advice, with respect to the commercial reasonableness of the sale, of a Person of national reputation in the field of appraisal. In the event that the Trustee does not sell or otherwise liquidate the Collateral, it shall continue to hold such Collateral and make distributions therefrom pursuant to Article XIII hereof.

Section 6.4. Trustee May File Claim

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial Proceeding, relating to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) shall be entitled and empowered, to intervene in such proceeding or otherwise:

(i) to file and prove a claim for all amounts owing and unpaid in respect of the Notes and to file such other papers or documents and take such other action including participating as a member, voting or otherwise, in any committee of creditors appointed in the matter, as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Noteholders allowed in such judicial Proceeding;

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(ii) to petition for lifting of the automatic stay and thereupon to foreclose upon the Collateral as elsewhere provided herein; and

(iii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any receiver, assignee, trustee, liquidator, or sequestrator (or other similar official) in any such judicial Proceeding is hereby authorized by each Noteholder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Noteholders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Noteholder in any such Proceeding.

Section 6.5. Trustee May Enforce Claims Without Possession of Notes

All rights of actions and claims under this Indenture or the Notes may be prosecuted and enforced by the Trustee without the possession of any of the Notes or the production thereof in any Proceeding relating thereto, and any such Proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the benefit of the Holders of the Notes in respect of which such judgment has been recovered applied to payments on the Notes in the order set forth in Section 6.6.

Section 6.6. Allocation of Money Collected

If the Notes have been declared due and payable following an Event of Default and such declaration and its consequences have not been rescinded and annulled, any money collected by the Trustee with respect to the Notes pursuant to this Article (and any funds then held or thereafter received by the Paying Agent) shall be applied in the following order, at the date or dates fixed by the Paying Agent:

FIRST: To the payment of all amounts due the Trustee;

SECOND: To the payment of all amounts due the Servicer under the Servicing Agreement, including all earned and due but unpaid Servicing Fees and Servicer Costs;

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THIRD: To the payment of all reasonable costs and expenses incurred by any Noteholder in connection with the enforcement of its rights hereunder or under the Notes, ratably, without preference or priority of any kind;

FOURTH: To the payment of accrued interest on and the Note Principal Balance of the Notes, including interest at the Default Rate (to the extent such interest has been collected by the Paying Agent or a sum sufficient therefor has been so collected and payment thereof is legally enforceable at the rate prescribed therefor in the Notes or in this Indenture) on overdue installments of principal and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes;

FIFTH: To the payment of all earned and due but unpaid fees and expenses of the Manager and the Back-Up Manager, if any;

SIXTH: [Reserved]

SEVENTH: To the payment of all earned and due but unpaid Structuring Fee amounts.

EIGHTH: To the payment of any surplus to or at the written direction of the Issuer or any other person legally entitled thereto.

Section 6.7. Limitation on Suits

No Holder shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

(1) such Holder has previously given written notice to the Trustee of a continuing Event of Default;

(2) the Holders of 25% or more of the aggregate Note Principal Balance of the Outstanding Notes shall have made written request to the Trustee to institute Proceedings in respect of such Event of Default in its own name as Trustee hereunder;

(3) such Holder or Holders have offered to the Trustee indemnity satisfactory to it (which, in the case of a holder that is, or is a subsidiary of, a bank or other institutional buyer with a net worth of at least $50,000,000 and whose claims paying ability or long-term debt is rated at least investment grade or better by a Rating Agency need only be such bank’s or institutional buyer’s unsecured written promise of indemnity) against the costs, expenses and liabilities to be incurred in compliance with such request;

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(4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such Proceeding; and

(5) no direction inconsistent with such written request has been given to the Trustee during such 60 day period by the Majority Holders;

it being understood and intended that no one or more Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders or to enforce any right under this Indenture, except in the manner herein provided.

Section 6.8. Unconditional Right of Noteholders to Receive Principal and Interest

Notwithstanding any other provision in this Indenture, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest on such Note as such principal and interest becomes due and payable and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Holder; provided, however, that neither the Holder of any Note nor the Trustee shall, if requested by the Noteholders, petition or otherwise invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuer under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuer or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Issuer.

Section 6.9. Restoration of Rights and Remedies

If the Trustee or any Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture and such Proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Person who instituted the Proceeding, then and in every such case the Issuer, the Trustee and the Noteholders shall, subject to any determination in such Proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and the Noteholders shall continue as though no such Proceeding has been instituted.

Section 6.10. Rights and Remedies Cumulative

No right or remedy herein conferred upon or reserved to the Trustee or to the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

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Section 6.11. Delay or Omission Not Waiver

No delay or omission of the Trustee or of any Noteholder to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Noteholders, or any of them, may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Noteholder or Noteholders, as the case may be.

Section 6.12. Control by Noteholders

The Majority Holders shall have the right to direct the decision whether to conduct, and the time, method and place of conducting, any Proceeding for any remedy available to the Trustee with respect to the Notes or exercising any trust or power conferred on the Trustee with respect to the Notes; provided that:

(1) such direction shall not be in conflict with any rule of law or with this Indenture; and

(2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction; provided, however, that, subject to Section 7.1, the Trustee need not take any action which it determines might involve it in liability or be unjustly prejudicial to the Noteholders not consenting.

Section 6.13. Waiver of Past Defaults

The Noteholders may waive any past Default with respect to the Notes hereunder and its consequences, except a Default

(1) described in Sections 6.1(5) and (6), or

(2) in respect of a covenant or provision hereof which under Article IX cannot be modified or amended without the consent of the Holder of each Outstanding Note affected thereby.

Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture. Upon receipt of notice of such waiver, the Trustee shall transmit by mail to the Issuer and the Servicer notice of such waiver specifying the date on which the Default was waived promptly after the occurrence of such waiver.

Section 6.14. Undertaking for Costs

All parties to the Indenture and each Noteholder by its acceptance of a Note shall be deemed to have agreed that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorney’s fees against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 6.14 shall not apply to any suit instituted by the Trustee, to any suit instituted by any Noteholder, or the Majority Holders or to any suit instituted by any Noteholder for the enforcement of the payment of principal of or interest on any Notes on or after the Legal Maturity Date (or, in the case of redemption of Notes, on or after the applicable Redemption Date).

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Section 6.15. Waiver of Stay or Extension Laws

The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance by the Issuer under this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

Section 6.16. Sale of Collateral

(a)The power to effect any sale (a “Sale”) of any portion of the Collateral pursuant to Section 6.3 shall not be exhausted by any one or more Sales as to any portion of the Collateral remaining unsold, but shall continue unimpaired until the entire Collateral securing the Notes shall have been sold or all amounts payable under this Indenture with respect thereto shall have been paid. Any Sale conducted hereunder shall be completed in accordance with the applicable terms and provisions of the New York State Uniform Commercial Code. The Trustee may from time to time postpone any Sale by public announcement made at the time and place of such Sale. It is hereby expressly agreed that the Trustee is not limited to any amount fixed by law as compensation for any Sale, so long as the same shall be reasonable.

(b)Any Noteholder may bid for and acquire any portion of the Collateral securing the Notes in connection with any Sale thereof. In lieu of paying cash for the entire purchase price therefor, such Noteholder, after deducting the costs, charges and expenses (including reasonable attorney’s fees and expenses) incurred by the Trustee in connection with such Sale may make settlement for any portion of the purchase price remaining by crediting against amounts owing on the Notes held by it or other amounts owing to such Noteholder secured by this Indenture, the portion of the net proceeds of such Sale to which such Noteholder would be entitled hereunder.

(c)The Issuer covenants and agrees that ten (10) Business Days prior notice of a Sale of the entirety of the Collateral by a public Sale is a commercially reasonable notice.

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(d)The Trustee shall execute and deliver an appropriate instrument of conveyance transferring its interest in any portion of the Collateral in connection with a Sale thereof, which Sale shall be at the expense of the Issuer. In addition, the Servicer is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to cause the transfer and conveyance of the Issuer’s interest in any portion of the Collateral in connection with a Sale thereof pursuant to the terms of this Indenture, and to take all action necessary to effect such Sale. No purchaser or transferee at such a sale shall be bound to ascertain the Servicer’s or the Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies.

(e)Any amounts received by the Noteholders in connection with a public or private sale pursuant this Section shall be deemed to be conclusive and binding upon the parties hereto and the Noteholders shall have no liability in respect hereto.

Section 6.17. Action on Notes

The Noteholder’s right to seek and recover judgment on the Notes or under this Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture. Neither the lien of this Indenture nor any rights or remedies of the Noteholders shall be impaired by the recovery of any judgment by the Noteholders against the Issuer or by the levy of any execution under such judgment upon any portion of the Collateral or upon any of the assets of the Issuer.

ARTICLE VII.

THE TRUSTEE; RESIGNATION OF TRUSTEE AND SUCCESSOR TRUSTEE

Section 7.1. Certain Duties and Responsibilities of Trustee

(a)Except during the continuance of an Event of Default, the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee.

(b)In case an Event of Default has occurred and is continuing and is actually known to a Responsible Officer of the Trustee, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his own affairs.

(c)No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

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(1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;

(2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;

(3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority of aggregate Note Principal Balance of Outstanding Notes relating to the time, method and place of conducting any Proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Notes;

(4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it (which, in the case of a Holder that is, or is a subsidiary of, a bank or other institutional buyer with a net worth of at least $50,000,000 and whose long-term debt or claims paying ability is rated at least investment grade by a Rating Agency need only be such bank’s or institutional buyer’s unsecured written promise of indemnity), provided, that nothing herein contained shall excuse the Trustee for failure to perform its duties as Trustee under this Indenture;

(5) the Trustee shall not be charged with knowledge of any default hereunder or unless one of its Responsible Officers has actual knowledge thereof;

(6) the Trustee shall have no obligation to ascertain whether any payment of interest on an overdue installment of interest is legally enforceable; and

(7) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture.

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(d)Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

(e)The Trustee is hereby authorized to execute the Servicing Agreement and the Security Agreements.

Section 7.2. Notice of Default, Cure or Waiver

Promptly after the occurrence of any Default actually known to a Responsible Officer of Trustee, the Trustee shall transmit to all Holders, as their names and addresses appear on the Note Register, notice of such Default hereunder known to the Trustee.

Section 7.3. Certain Rights of Trustee

Subject to Section 7.1:

(a)the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other obligation, paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b)any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Order;

(c)whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificate of the Issuer;

(d)the Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(e)the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the written request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Trustee security or indemnity satisfactory to it (which, in the case of a holder that is, or is a subsidiary of, a bank or other institutional buyer with a net worth of at least $50,000,000 and whose claims paying ability or long-term debt is rated at least investment grade or better by a Rating Agency need only be such bank’s or institutional buyer’s unsecured written promise of indemnity) against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

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(f)the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent, attorney, custodian or nominee; and

(g)the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent, attorney, custodian or nominee appointed with due care by it hereunder.

Except as otherwise agreed in writing, the Trustee shall not be responsible for the payment of any interest on amounts deposited with it hereunder.

Section 7.4. Not Responsible for Recitals or Issuance of Notes

(a)The recitals contained herein and in the Notes, except the certificates of authentication on the Notes, shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity, adequacy or condition of the Collateral or any part thereof, or as to the title of the Issuer thereto or as to the security afforded thereby or hereby, or as to the validity or genuineness of any securities at any time pledged and deposited with the Trustee hereunder or as to the validity or sufficiency of this Indenture or of the Notes. The Trustee shall not be accountable for the use or application by the Issuer of the Notes or the proceeds thereof or of any money paid to the Issuer upon Issuer Order.

(b)Except as otherwise expressly provided herein and without limiting the generality of the foregoing, the Trustee shall have no responsibility or liability for or with respect to the existence or validity of any Collateral or validity of the assignment of any portion of the Collateral to the Trustee or of any intervening assignment.

(c)The Trustee shall not have any obligation or liability under any Collateral by reason of or arising out of this Indenture or the granting of a security interest in such Collateral hereunder or the receipt by the Trustee of any payment relating to any Collateral pursuant thereto, nor shall the Trustee be required or obligated in any manner to perform or fulfill any of the obligations of the Issuer under or pursuant to any Collateral, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it, or the sufficiency of any performance by any party, under any Collateral.

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Section 7.5. May Hold Notes

The Trustee, Note Registrar or any other agent of the Issuer, in its individual or any other capacity, may become the owner or pledgee of Notes and if operative, may otherwise deal with the Issuer with the same rights it would have if it were not Trustee, Note Registrar or such other agent.

Section 7.6. Money Held in Trust

Money held by the Trustee in trust hereunder shall be segregated from other funds held by the Trustee. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Issuer.

Section 7.7. Compensation and Reimbursement

The Issuer agrees:

(1) to pay the Trustee in accordance with a separate fee agreement and such fees in accordance with Section 13.1 hereof, as reasonable compensation for all services rendered by it hereunder (which Trustee Fee shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(2) except as otherwise expressly provided herein, to reimburse the Trustee upon its written request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of the Trustee’s agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and

(3) to indemnify the Trustee its officers, directors, employees and agents for, and to hold them harmless against, any loss, liability, obligation, damage, penalty, tax, claim, action, investigation, proceeding, cost, disbursement or expense incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of this trust and performance hereunder, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder.

The provisions of this Section 7.7 shall survive any expiration or termination of this Indenture.

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Section 7.8. Corporate Trustee Requirement Eligibility

There shall at all times be a Trustee hereunder which shall (a) be a depository institution, banking corporation or trust company organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise corporate trust powers and (b) meet the requirements of an Eligible Financial Institution. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

Section 7.9. Resignation and Removal; Appointment of Successor

(a)No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 7.10.

(b)The Trustee may resign at any time by giving written notice thereof to the Issuer and the Noteholders. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee.

(c)The Trustee may be removed at any time by Act of the Majority Holders, delivered to the Trustee and to the Issuer.

(d)If at any time:

(1) the Trustee shall cease to be eligible under Section 7.8 and shall fail to resign after written request therefor by the Issuer or by the Majority Holders; or

(2) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation;

then, in any such case, (i) the Issuer by a Board Resolution may remove the Trustee, or (ii) subject to Section 6.14, any Noteholder who has been a bona fide Holder of a Note for at least two months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(e)If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Trustee for any cause, the Issuer, by a Board Resolution, shall promptly appoint a successor Trustee that meets the requirements set forth in Section 7.8 and is approved by an Act of the Majority Holders. If no successor Trustee shall have been so appointed by the Issuer within 30 days after such resignation or removal, any Noteholder who has been a bona fide Holder of Notes for at least two months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee.

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(f)The Issuer shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Notes as their names and addresses appear in the Note Register. Each notice shall include the name of the successor Trustee and the address of its corporate trust office.

Section 7.10. Acceptance of Appointment by Successor

Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Issuer and the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Issuer or the successor Trustee, such retiring Trustee shall, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee, and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. Upon request of any such successor Trustee, the Issuer shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts. The predecessor Trustee shall not be liable for the actions or the failure to act of any successor Trustee hereunder, but each retiring Trustee shall remain liable for its actions or failure to act during its tenure as Trustee hereunder.

No successor Trustee shall accept its appointment unless at the time of such acceptance, such successor Trustee shall be qualified and eligible under this Article.

Section 7.11. Merger, Conversion, Consolidation or Succession to Business of Trustee

Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided, such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto.

Section 7.12. Co-trustees and Separate Trustees

At any time or times, for the purpose of meeting the legal requirements of any jurisdiction in which any portion of the Collateral may at the time be located, the Issuer and the Trustee shall have power to appoint, and, upon the written request of the Trustee or of the Holders of Notes representing at least 25% of the aggregate Note Principal Balance of Outstanding Notes, the Issuer shall for such purpose join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint, one or more Persons approved by the Trustee either to act as co-trustee, jointly with the Trustee, of all or any part of such Collateral, or to act as separate trustee of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Section. If the Issuer does not join in such appointment within 15 days after the receipt by it of a request to do so, or in case an Event of Default has occurred and is continuing, the Trustee alone shall have power to make such appointment.

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Should any written instrument from the Issuer be required by any co-trustee or separate trustee so appointed for more fully confirming to such co-trustee or separate trustee such property, title, right or power, any and all such instruments shall, on request, be executed, acknowledged and delivered by the Issuer.

Every co-trustee or separate trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following terms, namely:

(1) The Notes shall be authenticated and delivered and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall be exercised solely by the Trustee.

(2) The rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed by the Trustee or by the Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee or separate trustee.

(3) The Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Issuer evidenced by a Board Resolution, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, in case an Event of Default has occurred and is continuing, the Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of the Issuer. Upon the written request of the Trustee, the Issuer shall join with the Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee that has so resigned or been removed may be appointed in the manner provided in this Section.

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(4) No co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of the Trustee or any other such trustee hereunder nor shall the Trustee be liable by reason of any act or omission of any co-trustee or separate trustee hereunder, so long as such co-trustee or separate trustee has been appointed by the Trustee with due care.

(5) Any Act of Noteholders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.

Section 7.13. Rights of Trustee in Capacity of Payment Agent, Transfer Agent or Registrar

In the event that the Trustee is also acting as Paying Agent or Transfer Agent or Registrar hereunder, the rights and protections afforded to the Trustee pursuant to this Article VII shall also be afforded to the Paying Agent, Transfer Agent and Registrar and to any successor serving in any such capacity.

ARTICLE VIII.

CONSOLIDATION AND MERGER

The Issuer shall not consolidate or merge with or into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person.

ARTICLE IX.

SUPPLEMENTAL INDENTURES

Section 9.1. Supplemental Indentures Only with Consent of Noteholders

With the written consent of the Noteholders by Act of the Noteholders delivered to the Issuer and the Trustee, the Issuer, when authorized by a Board Resolution, and the Trustee may enter into one or more supplemental indentures for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, no such supplemental indenture shall, without the consent of all of the Noteholders:

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(1) reduce the Note Principal Balance of any Note or the Note Interest Rate thereon or change the amount or priority or time of any payment on any Note or any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment; or

(2) modify or release the Collateral in any material respect except as otherwise permitted herein; or

(3) modify or alter the definition of the term “Outstanding”; or

(4) modify or alter the provisions of the proviso to Section 6.3; or

(5) modify any of the provisions of this Section 9.1, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note; or

(6) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Collateral, or, except as permitted under this Indenture, terminate the Lien of this Indenture on any property at any time subject hereto or, except as permitted under this Indenture, deprive the Holder of any Note of the security afforded by the Lien of this Indenture.

Promptly after the execution by the Issuer and the Trustee of any supplemental indenture pursuant to this Section, the Issuer shall, if requested by any Noteholder, mail to the each of the Holders of the Notes, a notice setting forth in general terms the substance of such supplemental indenture together with a copy of such supplemental indenture. Any failure of the Issuer to mail such notice and copy, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Section 9.2. Execution of Supplemental Indentures

In executing or accepting the additional trusts created by any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to be supplied with, and prior to executing any supplemental indenture pursuant to Section 9.1, the Trustee shall require an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own duties, immunities, rights or indemnities under this Indenture or otherwise.

Section 9.3. Effect of Supplemental Indentures

Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Notes theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

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Section 9.4. Reference in Notes to Supplemental Indenture

Notes issued and delivered after the execution of any supplemental indenture pursuant to this Article may, and if required by the Issuer shall, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Issuer shall so determine, new Notes so modified as to conform, in the opinion of the Issuer, to any such supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered by the Trustee in exchange for Outstanding Notes.

Section 9.5. Solicitation of Holders of Notes

(a)Solicitation. The Issuer shall provide each Noteholder (irrespective of the amount of Notes then owned by it) with sufficient information, at least five (5) Business Days in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof or of the Notes. The Issuer shall deliver to the Servicer executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Indenture and the Servicer shall deliver copies of the same to each Noteholder promptly following the date on which it is executed and delivered by the Issuer; provided, however, nothing in this Section 9.5(a) shall, in the absence of affirmative consent of a Noteholder, be construed as deemed consent.

(b)Payment. The Issuer will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security, to any Noteholder as consideration for or as an inducement to the entering into by any Noteholder of any waiver or amendment of any of the terms and provisions hereof or of the Notes unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Noteholder then Outstanding even if such Noteholder did not consent to such waiver or amendment.

ARTICLE X.

REDEMPTION OF NOTES

Section 10.1. Redemption at the Option of the Issuer

The Notes are redeemable (1) at the option of the Issuer in whole, or in part at only one time during the term hereof or (2) pursuant to the provisions of Section 12.3(d), at the Redemption Price on any Redemption Date and such redemption, unless deemed exercised hereunder, shall be exercised by delivery of an Issuer Order to the Trustee; provided, that (i) no Event of Default has occurred and remains uncured and (ii) except in the case of an Extraordinary Optional Redemption, the Redemption Date must be the first available Redemption Date for which the Trustee can give a proper Redemption Notice after receipt of such Issuer Order by the Trustee; provided, further, that any redemption in part pursuant to clause (1) above is in an amount equal to 50% of the Note Principal Balance outstanding on the Redemption Date and shall be applied pro rata among each of the Candie’s/Joe Boxer Note Principal Balance, the Rampage Note Principal Balance, the Mudd Note Principal Balance and the London Fog Note Principal Balance of each Note; and provided, further, that any redemption pursuant to clause (2) above with respect to any Asset relating to (i) the Primary Mark CANDIES or JOE BOXER, (ii) the Primary Mark RAMPAGE, (iii) the Primary Mark MUDD or (iv) the Primary Mark LONDON FOG shall be applied in reduction of the Candie’s/Joe Boxer Note Principal Balance, the Rampage Note Principal Balance, the Mudd Note Principal Balance or the London Fog Note Principal Balance, respectively, of each Note. Note Principal Payments shall not constitute payments to redeem Notes and the reduction in the Note Principal Balance of any Note with any such payment shall not be a redemption of such Note within the meaning and for any purposes of this Indenture.

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Section 10.2. Mandatory Redemption

(a)In the event that there is to be a payment of the Release Price for an Asset as described in Section 12.3(c) of this Indenture, upon such payment, the affected Asset shall be released from the Lien of this Indenture. The Release Price of the affected Asset shall be deposited in the Collection Account by the Trustee upon receipt and shall be applied to the redemption of Notes on the next ensuing Redemption Date for which a proper Redemption Notice can be given in a principal amount equal to the portion of such Release Price allocable to principal, which principal amount shall be applied to the reduction of the Candie’s/Joe Boxer Note Principal Balance, the Rampage Note Principal Balance, the Mudd Note Principal Balance or the London Fog Note Principal Balance of each Note, depending on whether the affected Asset relates to the (i) Primary Mark CANDIES or JOE BOXER, (ii) Primary Mark RAMPAGE, (iii) Primary Mark MUDD or (iv) Primary Mark LONDON FOG, respectively. Deposit of such Release Price in the Collection Account shall be deemed to be an exercise of the option to redeem Notes on such Redemption Date in such principal amount and at the Redemption Price.

(b)In accordance with Section 13.2(b) of this Indenture, specified funds are to be withdrawn from the Liquidity Reserve Account and applied to the redemption of Notes. Such funds shall be set aside by the Trustee in the Collection Account and applied to the redemption of Notes on the next ensuing Redemption Date for which a proper Redemption Notice can be given in a principal amount equal, as nearly as practicable, to the amount of the funds available after withdrawing therefrom all funds needed to pay accrued interest on the Notes to be redeemed to the applicable Redemption Date plus the related Redemption Premium, if applicable. The Issuer shall be deemed to have elected any such redemption.

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Section 10.3 Notice of Redemption by the Issuer

Notice of redemption pursuant to Section 10.1 or Section 10.2 if not waived in writing by a Noteholder delivered to the Trustee, shall be given by U.S. registered mail, return receipt requested, or by nationally recognized overnight private mail delivery service, postage prepaid, mailed not less than 30 days or more than 60 days prior to the applicable Redemption Date to each Holder of Notes whose Notes are to be redeemed, at its address in the Note Register. It shall be assumed for purposes of this Indenture that the Trustee can and will mail a notice of redemption 5 days after receipt of an Issuer Order to redeem Notes or a deemed election by the Issuer to redeem Notes.

All notices of redemption shall state:

(1) the Redemption Date;

(2) the principal amount of Notes to be redeemed and the allocation of such principal amount among the Candie’s/Joe Boxer Note Principal Balance, the Rampage Note Principal Balance, the Mudd Note Principal Balance and the London Fog Note Principal Balance;

(3) a pro forma Redemption Price for each Note redeemed, calculated as of the date of the notice of redemption;

(4) that on the Redemption Date, the Redemption Price shall become due and payable upon each Note called for redemption, and that interest thereon shall cease to accrue on such date; and

(5) the place where such Notes to be redeemed are to be surrendered on or within 30 days after the Redemption Date, which shall be the office or agency of the Issuer to be maintained as provided in Section 11.2.

Notice of redemption of Notes shall be given by the Issuer or, at the Issuer’s request, by the Trustee in the name and at the expense of the Issuer. Failure to give notice of redemption, or any defect therein, to any Holder of any Note selected for redemption shall not impair or affect the validity of the redemption of any other Note.

Section 10.4 Deposit of the Redemption Price

On or before 1:00 P.M. (New York City time) on the Business Day immediately preceding any Redemption Date, the Issuer shall remit to the Trustee for deposit into the Collection Account an amount of monies sufficient to pay the Redemption Price of all Notes which are to be redeemed on such Redemption Date (less any portion of such payment set aside from monies in the Collection Account or the Liquidity Reserve Account for the Notes to be redeemed).

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Section 10.5 Notes Payable on Redemption Date; Less than All Notes to be Redeemed

(a) Notice of redemption having been given as provided in Section 10.3, the Notes to be redeemed shall, on the applicable Redemption Date, become due and payable at the Redemption Price and on such Redemption Date such Notes shall cease to bear interest on the portion of the Notes actually redeemed. On the Redemption Date, the Holders of such Notes shall be paid the Redemption Price by the Trustee from funds available to the Trustee pursuant to Section 10.4, Section 13.2 or otherwise; provided, however, that installments of principal and interest which are due on or prior to the Redemption Date shall be payable to the Holders of such Notes registered as such on the relevant Record Dates according to their terms and the provisions of Section 3.7.

(b) If a Holder of any Note called in whole or in part for redemption shall not be so paid due to a failure of the Trustee to remit funds timely deposited by the Issuer, the Issuer shall have no liability as a result of such failure and the principal amount thereof shall, until paid, continue to bear interest from the Redemption Date at the related Note Interest Rate until payment of principal is made.

(c) If less than the principal amount of all Notes Outstanding are to be redeemed on any Redemption Date, such Notes shall be redeemed pro rata from available funds as nearly as practicable in the judgment of the Trustee, observing in the process authorized denominations in accordance with Section 3.2 of this Indenture and shall be applied in installments of principal payable on the affected Note in the reverse order of maturity in accordance with the schedule attached to such Note.

(d) Installments of interest and principal due on or prior to a Redemption Date shall continue to be payable to the Holders of Notes called for redemption as of the relevant Record Dates according to their terms and the provisions of Section 3.7. Except as otherwise specifically provided herein, the election of the Issuer to redeem any Notes pursuant to this Section shall be evidenced by an Issuer Order directing the Trustee to make the payment of the Redemption Price on all of the Notes to be redeemed from monies deposited with the Trustee pursuant to Section 10.4 or otherwise available to the Trustee in accordance with this Indenture for the purpose of redeeming Notes.

Section 10.6Defeasance

Notwithstanding anything in this Article X to the contrary, the Issuer may at its discretion (or at the sole discretion of the Noteholder if at any time the Redemption Premium is zero, the Issuer shall), instead of depositing the Redemption Price as otherwise required by this Article X, purchase Defeasance Securities with a principal balance and bearing an interest rate such that, as determined by the Servicer, such securities will be sufficient to provide principal and interest payments on each Payment Date (beginning on the immediately following Payment Date until the Legal Maturity Date) in an amount at least equal to the payments that would be required under the portion of the Notes that would have been redeemed had the Issuer not elected (or the Noteholder not required the Issuer) to purchase Defeasance Securities pursuant to this Section 10.6. Defeasance Securities shall be deposited into the Defeasance Account and shall be part of the Collateral without any further action by any party hereto. The Issuer and the Trustee shall direct that principal and interest payments received in respect of the Defeasance Securities be deposited directly into the Collection Account.

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ARTICLE XI.

REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 11.1Payment of Principal and Interest

The Issuer shall duly and punctually pay the principal of and interest on the Notes, subject to and in accordance with the terms of the Notes and this Indenture.

Section 11.2 Maintenance of Office or Agency

The Issuer shall maintain an office or agency within the United States of America where Notes may be presented or surrendered for payment, where Notes may be surrendered for registration of transfer or exchange and where notices in respect of the Notes and this Indenture may be served. The Issuer hereby initially appoints the Trustee its office or agency for each of said purposes. The Issuer shall give prompt written notice to the Trustee of the location, and of any change in the location, of any such office or agency. If at any time the Issuer shall fail to maintain any such office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders or exchanges may be made or served at the Corporate Trust Office. As of the date hereof, on the Issue Date, and at all times since its formation, the chief executive office and place of business of the Issuer is and has been located at 103 Foulk Road, Wilmington, Delaware 19803.

Section 11.3Money for Note Payments to Be Held in Trust

Subject to any applicable escheat law, any money deposited with the Trustee in trust for payment to the Noteholders on any Payment Date and remaining unclaimed for three years after such payment has become due and payable shall be paid to the Issuer upon a written request of the Issuer; and any Noteholder with a right to or interest in such money shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, and all liability of the Trustee with respect to such trust money, shall thereupon cease; provided, however, that the Trustee, before being required to make any such repayment, shall at the expense of the Issuer send by first class mail to each Noteholder with a right to or interest in monies due and payable but not claimed, at the last address as shown on the Note Register for such Noteholders, and cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the city in which the Trustee’s Office is located, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 60 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Issuer. The Trustee may also adopt and employ, at the expense of the Issuer, any other reasonable means of notification of such repayment (including, but not limited to, mailing notice of such repayment to each Noteholder whose right to or interest in monies due and payable but not claimed is determinable from the records of the Trustee, at the last address as shown on the Note Register for such Noteholder).

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Section 11.4. Continued Existence; Observance of Organizational Documents

The Issuer shall keep in full effect its existence, rights and franchises as a limited liability company under the laws of the State of Delaware, shall operate in accordance with, and subject to the limitations set forth in, its Organizational Documents and shall obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which the failure to be so qualified shall have a material adverse effect on the validity and enforceability of this Indenture or the Notes.

Section 11.5. Protection of Collateral

(a)The Issuer covenants to file or cause to be filed all UCC Financing Statements and any related forms necessary or desirable to be filed with respect to the Collateral in the United States Patent and Trademark Office within ten (10) Business Days of the applicable Closing Date and in the United States Copyright Office within thirty (30) days of the applicable Closing Date.

(b)The Issuer shall from time to time execute and deliver to the Trustee, the Servicer and such other parties as the Issuer shall deem appropriate all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, and shall take such other action as is necessary or advisable to:

(i) ensure a first priority, perfected security interest in all or any portion of the Collateral;

(ii) maintain or preserve the lien of this Indenture or carry out the purposes hereof;

(iii) protect the validity of any Grant made by this Indenture;

(iv) enforce any of the Collateral or, where appropriate, any security interest in the Collateral and the proceeds thereof;

(v) preserve and defend the Issuer’s title to the Collateral and the rights of the Noteholders therein against the claims of all persons and parties subject tothe rights of licensees under the Licenses; or

(vi) record or register the Issuer’s ownership of all of the Trademarks of record in the Territory;

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but in the foregoing cases of items (i) through (v), only to the extent the same can be achieved by recordation or filing under the laws of the Covered Jurisdictions, and in the foregoing case of item  (vi), only to the extent the same can be achieved by recordation or filing under the laws of the Territory.

(c)For avoidance of doubt, the Issuer agrees that:

(i) In the event that, on any Payment Date following any Closing Date, the DSCR is less than 1.6 to 1.0 (i.e., 160%), it shall, promptly, but in no event later than 180 days from such Payment Date, (i) cause the recordation of its title to the Primary Marks BONGO, JOE BOXER, RAMPAGE, MUDD and LONDON FOG, in all jurisdictions in which such title has not previously been recorded and (ii) file in all jurisdictions in which a filing can be made to perfect the lien of the Indenture on the Primary Marks BONGO, CANDIE’S, JOE BOXER, RAMPAGE, MUDD and LONDON FOG;

(ii) In the event that the aggregate Individual Asset Earned Income for Assets related to any one of the Primary Marks BONGO, JOE BOXER, RAMPAGE, MUDD or LONDON FOG in a single jurisdiction exceeds $10,000 in any single fiscal year of the Issuer, the Issuer shall, on or before the first Payment Date following such fiscal year, cause the recordation of its title to such Primary Mark in such jurisdiction unless such title has been previously been recorded therein; and

(iii) In the event that the aggregate Individual Asset Earned Income for Assets related to any of the Primary Marks BONGO, CANDIE’S, JOE BOXER RAMPAGE, MUDD or LONDON FOG (but, for the avoidance of doubt, not in the case where such income is taken in the aggregate for all Primary Marks) in a single jurisdiction exceeds $250,000 in any single fiscal year of the Issuer, the Issuer shall, on or before the first Payment Date following such fiscal year, cause a filing to be made in such jurisdiction, to the extent legally possible, to perfect the lien of the Indenture on such Primary Mark and, if it is customary practice in such jurisdiction, deliver to the Trustee and Noteholders a customary opinion of counsel in such jurisdiction confirming that such filing was sufficient to perfect such lien to the extent the same can be accomplished by filing.

(d)At the Trustee’s reasonable request, the Issuer shall provide to the Trustee such evidence as to the Issuer’s ownership of Defeasance Securities and an Opinion of Counsel as the creation and perfection of the security interest of the Trustee in the Defeasance Securities.

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Section 11.6. Biennial Opinion as to Collateral

On or before May 22^nd in each second succeeding calendar year, commencing in 2008, the Issuer shall furnish to the Trustee, and to the Noteholders an Opinion of Counsel (which shall be independent counsel) either (i) stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of any requisite documents as is necessary to maintain the lien and security interest created by this Indenture and the perfection and priority thereof as the same originally existed under and in accordance with this Indenture and reciting the details of such action or (ii) stating that in the opinion of such counsel no such action is necessary to maintain such lien and security interest; but in each of the foregoing cases, only to the extent the same can be achieved under the law of the United States or any state within the United States or the law of Canada or (if and to the extent such opinions are customarily given in Material Jurisdictions other than the United States and Canada) any other Material Jurisdiction, as applicable. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of such requisite documents that shall, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture and the perfection and priority thereof until February 22, 2016 in the second succeeding calendar year, based upon the state of the law and facts in existence at the time of delivering the opinion.

Section 11.7. Negative Covenants

The Issuer shall not:

(i) sell, transfer, exchange or otherwise dispose of any of the Collateral (except as expressly permitted by the Management Agreement or this Indenture); or

(ii) claim any credit on, or make any deduction from, the principal or interest payable in respect of the Notes by reason of the payment of any taxes levied or assessed upon any of the Collateral; or

(iii) amend (a) either Section 7, Section 8(g) or Section 25 of its Limited Liability Company Agreement or (b) any Transaction Document without receiving approval thereof by Act of the Noteholders (which may not be unreasonably withheld); or

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(iv) (a) permit the validity or effectiveness of this Indenture to be impaired, or permit this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations of this Indenture, except as may be expressly permitted hereby and thereby, (b) permit any lien, charge, security interest, mortgage or other encumbrances, other than the Lien of this Indenture and Licenses, to be created on or extended to or otherwise arise upon or burden the Collateral or any part thereof or any interest therein or the proceeds thereof or incur any indebtedness other than the Notes, or (c) permit this Indenture not to constitute a valid first priority security interest in the Collateral to the extent the same can be achieved by filing under the laws of the Covered Jurisdictions, as applicable; or

(v) change the state of its organization without thirty days’ prior written notice to the Trustee, accompanied by such evidence of actions to be taken as shall be necessary to continue the perfection of the lien on the Collateral to the extent the same can be achieved by filing under the laws of the Covered Jurisdictions, as applicable; or

(vi) (i) institute, or consent to the institution of, bankruptcy or insolvency proceedings in respect to the Issuer, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy, or seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Issuer or any substantial part of its assets, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any corporate action in furtherance of any such action; or (ii) consolidate, merge, dissolve or liquidate, in whole or in part; or

(vii) except for Indebtedness as may be expressly permitted under this Indenture, incur, assume or guaranty any Indebtedness except for such Indebtedness as has been approved by the Noteholders; or

(viii) except as contemplated in the Management Agreement, enter into any material amendment or supplement to or modification of the Assets or grant any material waiver or consent under the Assets; or

(ix) issue any bonds, notes or other obligations other than the Notes.

Section 11.8.Statement as to Compliance

The Issuer shall deliver to the Trustee, the Noteholders and the Servicer, on or before each January 31 (commencing January 31, 2007), a written statement signed by the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Issuer stating, as to each signer thereof, that

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(1) a review of the activities of the Issuer during the preceding calendar year (or such lesser period in the case of the first such statement) and of performance under this Indenture has been made under his supervision; and

(2) the Issuer has fulfilled all its obligations in all material respects under this Indenture throughout such period, or, if there has been a default in the fulfillment of any such obligation, specifying each such Default known to him and the nature and status thereof.

Section 11.9. Inspection

At any time and from time to time, the Issuer shall permit the Trustee, the Servicer and the Noteholders, or their respective agents or representatives, during regular business hours and without charge: (i) to examine and make copies of and abstracts from the books and records (financial and corporate) of the Issuer, and (ii) to visit the offices and properties of the Issuer for the purpose of reviewing and examining such books and records and discussing matters relating thereto and to the performance of the Issuer under this Indenture with any of the officers or employees of the Issuer having knowledge of such matters or with the Issuer’s outside auditors.

Section 11.10. Limited Purpose

The Issuer shall not engage in any business other than the transactions permitted by its Organizational Documents.

Section 11.11. Issuer Ownership

The Issuer agrees that its books and records will reflect its ownership of the Collateral, subject to the liens and security interests created by this Indenture.

Section 11.12. Enforcement of Transaction Documents

The Issuer shall take all actions necessary, and diligently pursue all remedies available to it, to enforce the obligations of each other party to a Transaction Document to secure its and the Noteholders’ rights thereunder, provided, that prior to taking any action in the name of the Noteholders, it shall receive the written consent of the Noteholders.

Section 11.13. Representations and Warranties

The Issuer, as of the date hereof and as of each Closing Date, hereby represents and warrants the following:

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(a)Except for the interests created by Licenses, the Issuer is the owner of all of the Collateral free of liens and encumbrances, the Issuer has not assigned any interest or participation in any Collateral, and the Issuer has full right to Grant such Collateral to the Trustee for the benefit of the Noteholders.

(b)The Issuer has Granted a security interest in all of its right, title, and interest in the Collateral to the Noteholders.

(c)The Notes have not been registered under the Securities Act nor pursuant to the securities or blue sky laws of any State.

(d)The Trustee will, upon proper filing and/or recording of UCC financing statements, copyright documents and trademark documents, as applicable, in the Covered Jurisdictions by the Issuer or the Servicer on the Issuer’s behalf, have a perfected first priority security interest in each item of Collateral, free from any lien, security interest encumbrance or other right, title or interest of any Person, except for any Lien created by this Indenture and the Licenses, but in all cases only to the extent the same can be achieved by filing under the laws of the Covered Jurisdictions, as applicable.

(e)The Issuer has its chief executive office at 103 Foulk Road, Wilmington, Delaware 19803.

(f)The Issuer, (i) is a limited liability company, duly organized, validly existing in good standing under the laws of Delaware; (ii) has requisite power and authority and all licenses and permits to own and operate its properties to carry on its business as now conducted, and to enter into and perform its obligations under each Transaction Document to which it is a party and the transactions contemplated thereby, including, the issuance and sale of the Notes and the performance of its obligations thereunder; and (iii) has been duly qualified and is authorized to do business and, if applicable, is in good standing as a foreign corporation (or is exempt from such requirements) and has obtained all necessary licenses and approvals in each jurisdiction where the failure to be so qualified would have a material adverse effect on its ability to conduct its business.

(g)Each Transaction Document (other than the Notes) to which the Issuer is a party has been duly authorized and, when executed and delivered by the Issuer will constitute valid, binding and enforceable obligations of the Issuer in accordance with its terms, subject, as to the enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforceability of creditors’ rights generally applicable in the event of the bankruptcy, insolvency or reorganization of the Issuer and to general principles of equity.

(h)No event has occurred and is continuing that constitutes a Default or an Event of Default under, and as defined in, this Indenture, the Servicing Agreement or any other Transaction Document. Neither the execution and delivery of any Transaction Document by the Issuer, the consummation of the transactions contemplated thereby nor the satisfaction of the terms and conditions of the Transaction Documents (i) conflicts with or results in any breach or violation of any provision of the Organizational Documents of the Issuer, or any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award currently in effect having applicability to the Issuer, or any of its properties, including regulations issued by an administrative agency or other governmental authority having supervisory powers over the Issuer; or (ii) constitutes a default by the Issuer under or abreach of any provision of this Indenture or any contract, agreement, mortgage or other instrument to which it is a party or by which it or any of its properties are or may be bound or affected or (iii) results in the creation or imposition of any lien upon any of the properties or assets of the Issuer pursuant to the terms of any mortgage, deed of trust, contract, agreement, charter instrument, by-law or other instrument.

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(i)The Notes have been duly and validly authorized by the Issuer and, when duly and validly executed in accordance with this Indenture, will be validly issued and outstanding and entitled to the benefits of this Indenture and will constitute valid and legally binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, subject, as to the enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforceability of creditors’ rights generally applicable in the event of the bankruptcy, insolvency or reorganization of the Issuer and to general principles of equity.

(j)The Issuer had at all relevant times and now has full power and authority to originate, own and, has full power and authority to Grant the Collateral, has duly authorized such Grant by all necessary action, and does not require any member approval, or approval or consent of any trustee or holders of any indebtedness or obligations of the Issuer other than such as have been obtained.

(k)There is no pending action, suit, proceeding or investigation, including, but not limited to, any such proceeding or investigation resulting from the ownership or use of any of the Collateral, against or affecting the Issuer before any administrative agency, arbitrator or governmental body or, to the best knowledge of the Issuer, any threatened action or proceeding, including but not limited to any such proceeding or investigation resulting from the ownership or use of any of the Collateral, against or affecting the Issuer before any of the foregoing which, if decided adversely to the Issuer, would materially affect (i) the condition (financial or otherwise), business, properties, prospects, profits or operations of the Issuer, (ii) the ability of the Issuer to perform its obligations under, or the validity or enforceability of, any Transaction Document to which it is a party or (iii) the Noteholders’ ability to foreclose or otherwise enforce their interest in the Collateral as contemplated under this Indenture and the Servicing Agreement. This Issuer is not subject to any order of any court, governmental authority or agency or arbitration board of tribunal.

(l)No consent, approval, authorization, order of, or filing, registration, application with any court or other governmental authority in respect of the Issuer is necessary or required under the law of the United States or any state within the United States (or other Covered Jurisdictions in the case of filings to perfect the Lien of the Indenture) in connection with the authorization, execution, delivery or performance by the Issuer of this Indenture or any other Transaction Document to which it is a party or any of the other documents or transactions contemplated thereby, including without limitation, the pledge of the Collateral to the Noteholders, the servicing of the Collateral, or the offer, issue, sale, delivery or performance of the Notes, other than that consent, approval, authorization, order, filing, registration or qualification which has been, or will be promptly, made or obtained in the United States (or the other Covered Jurisdictions in the case of filings to perfect the Lien of the Indenture); provided that no representation is made with respect to filings of qualifications under the “Blue Sky” laws of the various states within the United States.

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(m)None of the transactions contemplated herein (including, without limitation thereof, the use of the proceeds from the sale of the Notes) will result in a violation of Section 7 of the Securities Exchange Act, or any regulations thereto, including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II; provided that the Issuer is not responsible for any such violation that results from the status of a Noteholder. The Issuer does not own or intend to carry or purchase, and no proceeds from the sale of the Notes will be used by the Issuer to purchase, any “margin stock” within the meaning of said Regulation U.

(n)The representations and warranties of the Issuer in each of the Servicing Agreement, the Note Purchase Agreement, the 2005 Note Purchase Agreement, the 2005-B Note Purchase Agreement, the 2006 Note Purchase Agreement, the 2006-B Note Purchase Agreement, this Indenture and the other Transaction Documents to which it is a party are true and correct and are hereby incorporated by reference as if each such representation and warranty were specifically made herein.

(o)The Issuer is not a party to any contract or agreement, or subject to any charter or other legal restriction, which materially and adversely affects its business as contemplated in the Transaction Documents. The Issuer has not agreed to cause or permit in the future (upon the happening of a contingency or otherwise) any of its properties or any of the Collateral, other than as otherwise set forth in this Indenture, whether now owned or hereafter acquired, to be subject to a lien not permitted by this Indenture.

(p)For so long as any of the Notes are Outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the Issuer will cause to be provided to the Noteholders and any prospective purchaser of Notes designated by a Holder of such Notes, upon the request of such Holder or prospective purchaser, the information required to be provided to such Holder or prospective purchaser by Rule 144A(d)(4) under the Securities Act.

(q)The Issuer does not intend to treat the Notes and related transactions as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4). In the event the Issuer determines to take any action inconsistent with such intention, it will promptly notify the Noteholders hereof. If the Issuer so notifies the Noteholders, the Issuer acknowledges that one or more of the Noteholders may treat its Notes as part of a transaction that is subject to Treasury Regulations 301.6112-1, and that such Noteholder or Noteholders, as applicable, will maintain the lists and other records required by such Treasury Regulation.

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(r)The Issuer is not (i) a country, territory, organization, person or entity name on an OFAC list; (ii) a Person that resides or has a place of business in a country or territory named on such lists or which is designated as a Non-Cooperative Jurisdiction by the Financial Action Task Force on Money Laundering (“FATF”), or whose subscription funds are transferred from or through such a jurisdiction; (iii) a “Foreign Shell Lender” within the meaning of the USA PATRIOT Act, i.e., a foreign bank that does not have a physical presence in any country and that is not affiliated with a bank that has a physical presence and an acceptable level of regulation and supervision; or (iv) a person or entity that resides in or is organized under the laws of a jurisdiction designated by the United States Secretary of Treasury under Section 311 or 312 of the USA PATRIOT Act as warranting special measures due to money laundering.

Section 11.14. Certain Covenants

(a)The Issuer agrees that any Person, designated in writing by a Noteholder may, upon reasonable prior written notice, consult with proper officials of the Issuer and (subject to consent by the Servicer under the Servicing Agreement) the Servicer at such times during normal business hours and as often as such Person may reasonably request regarding the information required to be furnished pursuant to the Servicing Agreement or regarding the performance of the Issuer’s covenants and agreements contained in this Indenture or any of the Transaction Documents to which it is a party.

(b)The Issuer will comply in all material respects with all requirements of law applicable to the Issuer relating to the performance of its obligations under this Indenture and the Notes.

(c)The Issuer agrees to furnish the Noteholders copies of each of the Transaction Documents and any documents to be furnished pursuant to the terms of the Transaction Documents and such other information and documents relating to the Notes and the Collateral any Noteholder may reasonably request.

(d)The Issuer will pay or cause to be paid all present and future recording and filing fees, and all legal, financial and miscellaneous out-of-pocket expenses and costs incurred by the Issuer in connection with the negotiation of and consummation of the transactions contemplated by this Indenture and the issuance and sale of the Notes. The Issuer further agrees that it will pay or cause to be paid, promptly upon demand, any reasonable out of pocket expense incurred by the Noteholders in connection with the making of amendment to, or the giving of any release, consent or waiver in respect of, this Indenture and any document executed pursuant hereto or thereto, whether or not consummated, including the reasonable fees and disbursements of counsel for the Noteholders in connection therewith. The obligations of the Issuer under the preceding sentences shall be subject to the priority of distributions set forth in Section 13.1 hereof and shall survive the termination of this Indenture, the transfer of any Note or portion thereof or interest therein by a Noteholder and the payment of any Note.

(e)The Issuer will add to Schedule 1 to the Fifth Amended and Restated Standard Definitions, included herein as Appendix A, a description of and required information pertaining to: (i) each separate and identifiable Asset in which it has ownership rights but which was not listed thereon at a Closing Date (whether or not it was in existence on a Closing Date) promptly after the jurisdiction in which it generates income for the Issuer becomes a Material Jurisdiction and (ii) without duplication, each separate and identifiable Asset not listed on such Schedule 1 at a Closing Date promptly after the same is conveyed to the Issuer pursuant to Section 2.2(b) of the Contribution Agreement, the Joe Boxer Contribution Agreement, the Rampage Contribution Agreement, the Mudd Contribution Agreement or the London Fog Contribution Agreement.

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(f)The Issuer will promptly following the conveyance of an Asset to the Issuer (or Release of an Asset) or upon the loss, sale or defeasance of an Asset from the Issuer, update the schedules and exhibits attached to the Transaction Documents, with copies to the Servicer, Trustee and Noteholders.

(g)The Issuer will comply with, and obey the terms and provisions of, its Organizational Documents and will not take any action which it is prohibited from taking under its Organizational Documents.

(h)The Issuer will maintain, or be a subject insured party under, insurance of the type that is customarily maintained by business entities of the same type and scale as the Issuer.

(i)For so long as any of the Notes remain Outstanding, the Issuer will not (x) merge or consolidate with or into any other entity or engage in any other business combination with any other entity or (y) sell or transfer all or substantially all of its assets other than in conformity with the Transaction Documents.

(j)The Issuer shall seek to enter into Licenses in the future that permit the Obligors thereunder to be audited with respect to performance under such Licenses.

(k)The Issuer shall notify the Noteholders of any litigation in which the Issuer is a party, promptly upon the Issuer’s receipt of notice of the filing of such litigation, in writing by delivery by a reputable courier service or by registered mail (return receipt requested), all charges prepaid.

Section 11.15. Submission to Jurisdiction

THE VENUE FOR ANY AMOUNT, SUIT OR PROCEEDING ARISING FROM OR BASED UPON THIS INDENTURE SHALL BE THE APPROPRIATE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK IN THE STATE OF NEW YORK. ACCORDINGLY, THE ISSUER AGREES THAT ANY ACTION, SUIT OR PROCEEDING ARISING FROM OR BASED ON THIS INDENTURE SHALL BE COMMENCED IN AND DETERMINED BY THOSE APPROPRIATE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK IN THE STATE OF NEW YORK; THE PARTIES HEREBY WAIVE ANY OBJECTION TO THE PROPRIETY OR CONVENIENCE OF VENUE IN SUCH COURTS OR TO THE JURISDICTION OF THE COURTS OVER EITHER PARTY AND AGREE THAT ANY JUDGMENT ENTERED THEREIN MAY BE ENFORCED WITH NO FURTHER DEFENSE OR OFFSET IN ANY JURISDICTION IN WHICH THE DEFENDANT IS A CITIZEN, RESIDES OR OWNS PROPERTY.

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Section 11.16. Representations with Respect to Assets.On and as of the date of this Indenture, and on and as of each date on which an Asset becomes subject to the Lien of this Indenture, the Issuer represents with respect to such Asset which the Issuer pledges to the Trustee hereunder, that:

(a)Payments After a Closing Date. No monies or other contingent compensation shall be payable after a Closing Date to any person, firm or corporation with respect to any exploitation of the Assets which occurred prior to a Closing Date.

(b)No Defaults. The execution and implementation of this Indenture shall not result in the breach of any conditions or constitute a default (with or without notice or the lapse of time, or both) under any license or agreement constituting a portion of the Assets pledged hereunder or to which any of the Assets pledged hereunder is subject. Neither the Issuer nor, to the Issuer’s knowledge, any person, firm or corporation associated with or deriving rights through or from the Issuer, is in breach or is in default of any applicable agreement constituting a portion of the Assets which the Issuer pledges to the Trustee or to which any of such Assets are subject on the date of execution of this Indenture.

(c)Advances. No advances or other charges heretofore received by the Issuerin connection with the Assets which the Issuer pledges to the Trustee remain recoupable at any time from and after a Closing Date from any License Income earned at any time either before or after the date of this Indenture, except as listed on Exhibit C to each of the Contribution Agreement, the Joe Boxer Contribution Agreement, the Rampage Contribution Agreement, the Mudd Contribution Agreement and the London Fog Contribution Agreement.

(d) Non-Contravention. Neither the Issuer’s exercise of any of the rights, licenses, privileges and properties regarding the Assets pledged hereunder nor the Issuer’s right, title and interest in and to the Assets pledged hereunder will violate or infringe on any common law or statutory rights of any person, firm or corporation, except such violations or infringements outside the First Stage Covered Jurisdictions as would not have a material adverse effect on the business of the Issuer.

(e)[RESERVED].

(f)Exhibits and Schedules Accurate. All of the information set forth in the exhibits and schedules attached hereto and the Fifth Amended and Restated Standard Definitions is complete and accurate in all material respects. No information supplied in writing by, or on behalf of, the Issuerin connection with the transactions contemplated by this Indenture, in each case as of each Closing Date or on a future date on which an Asset becomes subject to the Lien of this Indenture, as the case may be, contains any untrue statement of a material fact or omits a material fact necessary to make the statements contained therein or herein, in light of the circumstances under which they were made, not misleading.

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(g)Ownership of the Trademarks.

(i) Exhibit E-1A contains a true and complete list of all registrations and pending applications for the Trademarks in the First Stage Territory owned by the Issuer, with the exception of intent-to-use applications filed within the United States, all of which registrations exist, are subsisting and are validly registered except as provided therein and all of which applications are validly pending. Exhibit E-1B contains a true and complete list of all registrations and pending applications in the Second Stage Territory. Exhibit E-1C contains a true and complete list of additional registrations and pending applications owned by Caruso and not in the First Stage Territory. All of the Trademarks set forth in Exhibit E-1A, except to the extent otherwise provided therein, are currently in use on the goods set forth in the registrations for Trademarks in the First Stage Covered Jurisdictions.

(ii) Notwithstanding anything contained in Exhibit F, (i) the Issuer owns all right, title and interest in and to the Trademarks related to and including the Primary Marks CANDIE’S, BONGO, JOE BOXER, RAMPAGE, MUDD and LONDON FOG for use in the First Stage Territory; (ii) the Issuer has the full and exclusive right, subject to the related Licenses, to use and to license the use of the Trademarks related to and including the Primary Marks CANDIE’S, BONGO, JOE BOXER, RAMPAGE, MUDD and LONDON FOG in the First Stage Territory; and (iii) the consummation of the transactions contemplated by the Transaction Documents will not alter or impair any of the foregoing such rights. The use by the Issuer in the First Stage Territory of the Trademarks related to and including the Primary Marks CANDIE’S, BONGO, JOE BOXER, RAMPAGE, MUDD and LONDON FOG will not infringe on the rights of any Person, except such infringements outside the First Stage Covered Jurisdictions as would not have a material adverse effect on the business of the Issuer.

(iii) Except as provided in Exhibit F, no claim has been asserted against the Issuer or any Affiliate thereof by any Person to the use of, and the Issuer has no knowledge of the use by any person (other than the licensees under the Licenses) of, any of the Trademarks related to and including the Primary Marks CANDIE’S, BONGO, JOE BOXER, RAMPAGE, MUDD and LONDON FOG in the First Stage Territory, and there is no valid basis for such claim with respect to the Trademarks or for any person (other than the licensees under the Licenses) to use any of the Trademarks related to and including the Primary Marks CANDIE’S, BONGO, JOE BOXER, RAMPAGE, MUDD and LONDON FOG in the First Stage Territory, except such claims or uses outside the First Stage Covered Jurisdictions as would not have a material adverse effect on the business of the Issuer.

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(iv) Each of the Trademarks related to and including the Primary Marks CANDIE’S, BONGO, JOE BOXER, RAMPAGE, MUDD and LONDON FOG is valid, subsisting and enforceable in the First Stage Territory, with the exception of such Trademarks the lack of enforceability of which outside the First Stage Covered Jurisdictions would not have a material adverse effect on the business of the Company. There is vested in the Issuer title to the Trademarks related to and including the Primary Marks CANDIE’S, BONGO, JOE BOXER, RAMPAGE, MUDD and LONDON FOG and related Trademarks for use in the First Stage Territory, free and clear of all Liens (other than such Liens with respect to the Licenses and such Liens as may arise from actions or inactions of the Issuer).

(h)Additional Representations with Respect to the Licenses.

(i) Exhibit E-2 lists all licenses and other agreements relating to the use of any of the Trademarks, respectively, in the Territory. All of the Licenses are valid and in full force and effect, except as set forth in Exhibit E-2, there are no existing defaults (or events that, with notice or lapse of time or both, would constitute a default) by any party thereunder. No claim has been asserted by any Person challenging or questioning the validity or effectiveness of any of the Licenses and there is no valid basis for any such claim. The Issuer has not, other than pursuant to the Licenses, licensed or authorized any other Person to use the Primary Marks CANDIE’S, BONGO, JOE BOXER, RAMPAGE, MUDD or LONDON FOG, or any related Trademarks, respectively, in the First Stage Territory, or granted to any other Person any other right with respect thereto. Except for the Licenses, no agreement to which the Issuer is a party or by which its assets are bound restricts or in any way affects the Primary Marks CANDIE’S, BONGO, JOE BOXER, RAMPAGE, MUDD or LONDON FOG, or any related Trademarks, respectively, or the right to use thereof in the First Stage Territory. There is vested in the Issuer title to all of the Licenses free and clear of all Liens (other than such liens with respect to the Licenses and such Liens as may arise from actions or inactions of the Issuer).

(ii) The Issuer has considered the activities of all of the licensees under the Licenses and has verified that the products manufactured, sold or offered for sale under the Trademarks by such licensees meet the quality control standards set forth in such Licenses and all other such standards promulgated by the Issuer.

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(iii) No License is a Defaulted Contract Asset.

(iv) All required consents, assignment and/or assumption agreements or notices, if any, have been obtained or delivered in the manner required by each License.

(v) To the Issuer’s best knowledge, the Obligors under Canadian Licenses have not sold products bearing the trademarks covered by such Licenses in the United States.

Section 11.17. Survival of Indenture Representations and Warranties

The Issuer hereby agrees that each representation and warranty made by it in the Original Indenture, the First Amended and Restated Indenture, the Second Amended and Restated Indenture, the Third Amended and Restated Indenture and the Fourth Amended and Restated Indenture shall survive notwithstanding the exchange and cancellation of the Original Notes and the Subordinate Notes and the issuance of the July Notes, the exchange and cancellation of the July Notes and the issuance of the September Notes, the exchange and cancellation of the September Notes and the issuance of the April Notes or the exchange and cancellation of the April Notes and the issuance of the Notes. Each of the representations and warranties of the Issuer in the Original Indenture, the First Amended and Restated Indenture, the Second Amended and Restated Indenture, the Third Amended and Restated Indenture and the Fourth Amended and Restated Indenture are true and correct as of the date thereof and are hereby incorporated by reference.

ARTICLE XII.

ACCOUNTS, ACCOUNTINGS AND RELEASES

Section 12.1. Collection of Money

Except as otherwise expressly provided herein, the Trustee shall be forwarded all money and other property payable to or receivable by the Issuer pursuant to the Collateral from the Servicer as provided in Section 2.2(c) of the Servicing Agreement and as otherwise provided in this Indenture. The Trustee shall hold all such money and property so received by it as part of the Collateral, shall deposit the same into the Collection Account, and shall apply it as provided in this Indenture.

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Section 12.2. Accounts

(a) Liquidity Reserve Account. The Issuer shall establish with the Trustee and the Trustee shall maintain a segregated trust account (the “Liquidity Reserve Account”), which shall be in the name of the Trustee “as trustee on behalf of the Holders of the IP Holdings LLC Asset-Backed Notes,” and which shall be in an Eligible Financial Institution, for the receipt of funds deposited into the Liquidity Reserve Account. On or before the Closing Date for the Notes, the Issuer shall deposit or cause to be deposited into the Liquidity Reserve Account an amount equal to the Initial Liquidity Reserve Deposit Amount, such that the total amount on deposit therein shall equal $10,575,250. Thereafter, the Trustee shall deposit to the Liquidity Reserve Account the amounts referred to in Section 13.1(a)(ix). If the bank with which the Liquidity Reserve Account is held ceases to be an Eligible Financial Institution, the Trustee shall within five (5) days of obtaining actual knowledge of such cessation and the identity of the replacement Eligible Financial Institution selected by the Issuer, transfer the Liquidity Reserve Account to an account maintained with a replacement Eligible Financial Institution selected by the Issuer (unless an Event of Default shall have occurred and not been waived, in which case, such Eligible Financial Institution shall be selected by the Trustee). The Issuer shall promptly (within two Business Days) notify the Trustee of any such selection. Funds in the Liquidity Reserve Account shall not be commingled with any other monies. All payments to be made from time to time by the Trustee to the Noteholders out of funds in the Liquidity Reserve Account pursuant to this Indenture shall be made by the Trustee as Paying Agent. Funds on deposit in the Liquidity Reserve Account shall be invested in Eligible Investments at the written direction of the Issuer. On the day preceding each Payment Date, any interest or other earnings realized on funds on deposit in the Liquidity Reserve Account shall be transferred and credited to the Collection Account. The maximum permissible maturity or, if applicable, the latest redemption date of any Eligible Investments made with amounts on deposit in the Liquidity Reserve Account shall be not later than the Business Day preceding the next succeeding Payment Date or Redemption Date. All monies deposited from time to time in the Liquidity Reserve Account pursuant to this Indenture shall be held by the Trustee as part of the Collateral for the exclusive benefit of the Holders as herein provided. Monies in the Liquidity Reserve Account shall be subject to withdrawal pursuant to this Indenture, including Section 13.2 of this Indenture.

(b)Collection Account. The Issuer shall establish with the Trustee and the Trustee shall maintain a segregated trust account (the “Collection Account”) which shall be in the name of the Trustee “as trustee on behalf of the Holders of the IP Holdings LLC Asset-Backed Notes,” and which shall be in an Eligible Financial Institution, for the receipt of, and there shall be deposited into the Collection Account, payments to be deposited therein as provided herein. If the bank with which the Collection Account is maintained ceases to be an Eligible Financial Institution, the Trustee shall transfer the Collection Account to an account maintained with an Eligible Financial Institution selected by the Issuer (unless an Event of Default shall have occurred and not been waived, in which case, such Eligible Financial Institution shall be selected by the Trustee). The Collection Account shall relate solely to the transactions contemplated in this Indenture, and funds in such account shall not be commingled with any other monies. All payments to be made from time to time by the Trustee to the Noteholders out of funds in the Collection Account pursuant to this Indenture shall be made by the Trustee as Paying Agent. Funds on deposit in the Collection Account shall be invested in Eligible Investments at the written direction of the Issuer. The maximum permissible maturity or, if applicable, the latest redemption date of any Eligible Investments made with amounts on deposit in the Collection Account shall be not later than the Business Day preceding the next succeeding Payment Date or a Redemption Date, as applicable. All monies deposited from time to time in the Collection Account pursuant to this Indenture shall be held by the Trustee as part of the related Collateral as herein provided. Monies in the Collection Account shall be subject to withdrawals pursuant to this Indenture, including Section 13.1 and Section 10.3 of this Indenture. The Paying Agent agrees to make withdrawals from the Collection Account upon direction from the Servicer as set forth in Section 2.2(d) of the Servicing Agreement.

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(c)Lockbox Account The Trustee is hereby authorized to establish and maintain with an Eligible Financial Institution in Delaware, which may be the Wilmington Trust Company, in the name of the Trustee “as trustee for benefit of the Holders of the IP Holdings LLC Asset-Backed Notes”, from time to time, such sub-accounts, sub-ledger accounts and lockbox accounts (collectively, the “Lockbox Account”) as part of, for the purposes of administering the payments to, the Collection Account, remitted by the obligated parties under the Collateral. All of the Trustee’s rights, powers, immunities, indemnities and protections afforded herein shall also be afforded to it with respect to its administration of the Lockbox Account. The Eligible Financial Institution at which the Lockbox Account is established shall be under standing instructions from the Trustee to the effect that funds on deposit in the Lockbox Account if any, shall be deposited into the Collection Account pursuant to Section 13.4 of this Indenture.

(d)Revenue Reduction Account. The Issuer shall establish with the Trustee and the Trustee shall maintain a segregated trust account (the “Revenue Reduction Account”) which shall be in the name of the Trustee “as trustee on behalf of the Holders of the IP Holdings LLC Asset-Backed Notes,” and which shall be in an Eligible Financial Institution. All payments relating to the Issuer Revenue Reduction Cure shall be deposited by the Issuer into the Revenue Reduction Account. If the bank with which the Revenue Reduction Account is held ceases to be an Eligible Financial Institution, the Trustee shall within five (5) days of obtaining actual knowledge of such cessation and the identity of the replacement Eligible Financial Institution selected by the Issuer, transfer the Revenue Reduction Account to an account maintained with a replacement Eligible Financial Institution selected by the Issuer (unless an Event of Default shall have occurred and not been waived, in which case, such Eligible Financial Institution shall be selected by the Trustee). The Issuer shall promptly (within two Business Days) notify the Trustee of any such selection. Funds in the Revenue Reduction Account shall not be commingled with any other monies. All moneys deposited from time to time in the Revenue Reduction Account pursuant to this Indenture shall be held by the Trustee as part of the related Collateral as herein provided. Any interest or other earnings realized on funds on deposit in the Revenue Reduction Account shall be transferred and credited to the Collection Account within one Business Day of receipt by the Trustee. Investments on deposit in the Revenue Reduction Account, which were specifically intended by the Issuer to be liquidated in order to effect an Issuer Revenue Reduction Cure, shall be liquidated and transferred pursuant to a direction of the Servicer by the Trustee to the Collection Account on each Payment Date as may be necessary to pay the Issuer’s obligations in connection with an Issuer Revenue Reduction.

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(e)Renewal Reserve Account. The Issuer shall establish with the Trustee and the Trustee shall maintain a segregated trust account (the “Renewal Reserve Account”), which shall be in the name of the Trustee “as trustee on behalf of the Holders of the IP Holdings LLC Asset-Backed Notes,” and which shall be in an Eligible Financial Institution, for the receipt of funds deposited into the Renewal Reserve Account. The Trustee shall deposit to the Renewal Reserve Account the amounts referred to in Section 13.1(a)(xi). If the bank with which the Renewal Reserve Account is held ceases to be an Eligible Financial Institution, the Trustee shall within five (5) days of obtaining actual knowledge of such cessation and the identity of the replacement Eligible Financial Institution selected by the Issuer, transfer the Renewal Reserve Account to an account maintained with a replacement Eligible Financial Institution selected by the Issuer (unless an Event of Default shall have occurred and not been waived, in which case, such Eligible Financial Institution shall be selected by the Trustee). The Issuer shall promptly (within two Business Days) notify the Trustee of any such selection. Funds in the Renewal Reserve Account shall not be commingled with any other monies. All payments to be made from time to time by the Trustee to the Noteholders out of funds in the Renewal Reserve Account pursuant to this Indenture shall be made by the Trustee as Paying Agent. Funds on deposit in the Renewal Reserve Account shall be invested in Eligible Investments at the written direction of the Issuer. On the day preceding each Payment Date, any interest or other earnings realized on funds on deposit in the Renewal Reserve Account shall be transferred and credited to the Collection Account. The maximum permissible maturity or, if applicable, the latest redemption date of any Eligible Investments made with amounts on deposit in the Renewal Reserve Account shall be not later than the Business Day preceding the next succeeding Payment Date or Redemption Date. All monies deposited from time to time in the Renewal Reserve Account pursuant to this Indenture shall be held by the Trustee as part of the Collateral for the exclusive benefit of the Holders as herein provided. Monies in the Renewal Reserve Account shall be subject to withdrawal pursuant to this Indenture.

(f)Prepaid Fee and Royalty Account. The Issuer shall establish with the Trustee and the Trustee shall maintain a segregated trust account (the “Prepaid Fee and Royalty Account”), which shall be in the name of the Trustee “as trustee on behalf of the Holders of the IP Holdings LLC Asset-Backed Notes,” and which shall be in an Eligible Financial Institution, for the receipt of funds deposited into the Prepaid Fee and Royalty Account. The Trustee shall deposit to the Prepaid Fee and Royalty Account the amounts referred to in Section 13.1(a). If the bank with which the Prepaid Fee and Royalty Account is held ceases to be an Eligible Financial Institution, the Trustee shall within five (5) days of obtaining actual knowledge of such cessation and the identity of the replacement Eligible Financial Institution selected by the Issuer, transfer the Prepaid Fee and Royalty Account to an account maintained with a replacement Eligible Financial Institution selected by the Issuer (unless an Event of Default shall have occurred and not been waived, in which case, such Eligible Financial Institution shall be selected by the Trustee). The Issuer shall promptly (within two Business Days) notify the Trustee of any such selection. Funds in the Prepaid Fee and Royalty Account shall not be commingled with any other monies. All payments to be made from time to time by the Trustee to the Noteholders out of funds in the Prepaid Fee and Royalty Account pursuant to this Indenture shall be made by the Trustee as Paying Agent. Funds on deposit in the Prepaid Fee and Royalty Account shall be invested in Eligible Investments at the written direction of the Issuer. On the day preceding each Payment Date, any interest or other earnings realized on funds on deposit in the Prepaid Fee and Royalty Account shall be transferred and credited to the Collection Account. The maximum permissible maturity or, if applicable, the latest redemption date of any Eligible Investments made with amounts on deposit in the Prepaid Fee and Royalty Account shall be not later than the Business Day preceding the next succeeding Payment Date or Redemption Date. All monies deposited from time to time in the Prepaid Fee and Royalty Account pursuant to this Indenture shall be held by the Trustee as part of the Collateral for the exclusive benefit of the Holders as herein provided. Monies in the Prepaid Fee and Royalty Account shall be subject to withdrawal pursuant to this Indenture.

(g)Defeasance Account. The Issuer shall establish with the Trustee and the Trustee shall maintain a segregated trust account (the “Defeasance Account”), which shall be in the name of the Trustee “as trustee on behalf of the Holders of the IP Holdings LLC Asset-Backed Notes,” and which shall be in an Eligible Financial Institution, for the deposit of Defeasance Securities and the receipt of funds therefrom. All payments relating Defeasance Securities shall be deposited by the Issuer into the Defeasance Account. If the bank with which the Defeasance Account is held ceases to be an Eligible Financial Institution, the Trustee shall within five (5) days of obtaining actual knowledge of such cessation and the identity of the replacement Eligible Financial Institution selected by the Issuer, transfer the Defeasance Account to an account maintained with a replacement Eligible Financial Institution selected by the Issuer (unless an Event of Default shall have occurred and not been waived, in which case, such Eligible Financial Institution shall be selected by the Trustee). The Issuer shall promptly (within two (2) Business Days) notify the Trustee of any such selection. Funds in the Defeasance Account shall not be commingled with any other monies. All payments to be made from time to time by the Trustee to the Noteholders out of funds in the Defeasance Account pursuant to this Indenture shall be made by the Trustee as Paying Agent. Funds on deposit in the Defeasance Account shall be invested in Eligible Investments at the written direction of the Issuer. On the day preceding each Payment Date, any payments of interest and principal received in respect of Defeasance Securities shall be transferred and credited to the Collection Account. All monies deposited from time to time in the Defeasance Account pursuant to this Indenture shall be held by the Trustee as part of the Collateral for the exclusive benefit of the Holders as herein provided. All monies deposited from to time in the Defeasance Account shall be subject to withdrawal pursuant to Section 13.7 of this Indenture.

Section 12.3. Release of Assets

(a)If at any time the Issuer, the Servicer or any Noteholder has actual knowledge (or if the Trustee has received notice) that a Release Event with respect to any particular Asset has occurred, the party discovering such event shall notify the other parties.

(b)Upon receipt of notification or upon actual knowledge of a Release Event described in clause (a) of this Section 12.3, and if the Asset DSCR Test is not met, the Issuer shall exercise commercially reasonable efforts to eliminate or otherwise cure such Release Event.

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(c)If the Issuer fails or is unable to eliminate or cure the Release Event within 60 days of actual knowledge thereof, then the Issuer shall either (i) pay the Release Price of the affected Asset on the Business Day next preceding the Redemption Date next following the expiration of such 60 day period or (ii) acquire and Grant Defeasance Securities with a principal balance and bearing an interest rate such that, as determined by the Servicer, such securities will be sufficient to provide principal and interest payments on each Payment Date (beginning on the immediately following Payment Date until the Legal Maturity Date) in an amount at least equal to the payments that would be required under the portion of the Notes that would have been redeemed if the Issuer had elected to pay the Release Price. Upon payment of the Release Price of such Asset (as determined by the Servicer, which shall also be the Redemption Price of the Notes) to the Collection Account, the Asset shall be released from the Lien of this Indenture. The Release Price for the release of the affected Asset shall be deposited in the Collection Account and shall be applied to the redemption of Notes on such Redemption Date in accordance with Section 10.1(a) of this Indenture. The Issuer’s obligation to pay any Release Price shall be limited to funds available therefor under the Contribution Agreement, the Joe Boxer Contribution Agreement, the Rampage Contribution Agreement, the Mudd Contribution Agreement or the London Fog Contribution Agreement, as applicable, or this Indenture. Any Defeasance Securities shall be deposited to the Defeasance Account and shall be part of the Collateral without any further action by any party hereto. The Issuer and the Trustee hereby direct that all principal and interest payments received in respect of the Defeasance Securities be deposited directly into the Collection Account.

(d)The Issuer, may, with the prior written consent of the Noteholders, such consent to be given in the Noteholders’ sole discretion, obtain a release of Asset(s) from the Lien of this Indenture by providing at least 45 days’ prior written notice (the “Issuer’s Notice”) to the Trustee and the Noteholders setting forth (i) the Asset(s) to be released, (ii) the Redemption Date on which such Asset(s) will be released and (iii) an estimate of the Release Price to be deposited on the Redemption Date specified in such notice. Upon payment to the Collection Account of the Release Price of such Asset(s) (which shall also be the Redemption Price for the Notes) or the Grant of Defeasance Securities, the Asset(s) specified in the Issuer’s Notice shall be released from the Lien of this Indenture. The Release Price for the release of such Asset(s) shall be applied to the redemption of Notes on such Redemption Date in accordance with Section 10.1(a) of this Indenture.

Section 12.4. Accounting by Trustee to Issuer and the Noteholders

Within five (5) Business Days following each Payment Date and Redemption Date, the Trustee shall render to the Issuer and the Servicer an accounting (the “Trustee Report”), certified by an authorized officer of the Trustee, of:

(i) the aggregate funds deposited in the Collection Account, the Liquidity Reserve Account, the Revenue Reduction Account, the Renewal Reserve Account and the Prepaid Fee and Royalty Account subsequent to the immediately preceding Payment Date or Redemption Date, as applicable;

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(ii) the amount of principal (the total amount of principal and each amount allocable to the Candie’s/Joe Boxer Principal Component, the Rampage Principal Component, the Mudd Principal Component and the London Fog Principal Component) and the amount of interest paid to the Holders of the Notes;

(iii) any funds remaining in the Collection Account, the Liquidity Reserve Account, the Revenue Reduction Account, the Renewal Reserve Account and the Prepaid Fee and Royalty Account after payments of interest and principal as set forth pursuant to clause (ii) above; and

(iv) any discrepancy between the aggregate amount of principal remaining on the Notes after giving effect to the principal payment on the Notes on such Payment Date and the aggregate amount of principal remaining on the Notes as set forth on the Servicer’s Report.

Section 12.5. Collateral

(a)The Trustee may, and when required by the provisions of Articles V, X and XII of this Indenture or otherwise hereunder shall, execute instruments to release property from the Lien of this Indenture, or convey the Trustee’s interest in the same, in a manner and under circumstances which are not in violation of the provisions of this Indenture. No party relying upon an instrument executed by the Trustee as provided in this Article XII shall be bound to ascertain the Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies.

(b)At the written request and expense of the Issuer and upon being supplied by the Issuer with appropriate forms therefor, the Trustee shall, at such time as there are no Notes Outstanding and all amounts due under this Indenture have been paid and the Lien of the Indenture has been discharged in accordance with Section 5.1 hereof, release the Collateral from the Lien of this Indenture and promptly deliver all Collateral held by it to the Issuer.

Section 12.6. Opinion of Counsel

The Trustee shall be entitled to receive at least ten (10) days’ notice of any action to be taken pursuant to Section 12.5(a), accompanied by copies of any instruments involved, and the Servicer and the Noteholders shall also be entitled to receive, upon request, an Opinion of Counsel, in form and substance satisfactory to the Trustee, outlining the steps required to complete such action and stating that such action is permitted hereunder. The Trustee shall be entitled to rely conclusively on any such Opinion of Counsel as to the opinions expressed therein.

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ARTICLE XIII.

APPLICATION OF MONIES

Section 13.1. Disbursements of Monies out of Collection Account

(a)On each Payment Date, the Trustee, shall, first, upon direction of the Manager withdraw funds from the Collection Account and transfer such funds to the Advertising Reserve Account in accordance with Section 13.3 hereof, shall, second, in accordance with the Servicer’s Report, withdraw any Nonrecurring Fees or Prepaid Royalty Amounts from the Collection Account and transfer the same to the Prepaid Fee and Royalty Account, and shall, third, pursuant to the Servicer’s Report, withdraw funds from the Collection Account, and pay the following amounts from such funds in the following order of priority in all cases to the extent of the remaining Available Funds (except in the case of 13.1(a)(xi) which shall be paid exclusively from funds deposited in the Collection Account from the Renewal Reserve Account pursuant to Section 13.5 hereof) in the Collection Account on such Payment Date:

(i) to the Trustee, the Trustee Fee and all Trustee Costs up to $1,000 (the “Capped Trustee Costs”);

(ii) to the Back-Up Manager, if then engaged, (A) the Back-Up Management Fee and, to the extent not previously distributed, the Back-Up Management Fee due on each prior Payment Date and (B) the Back-Up Manager Costs up to $1,000 (the “Capped Back-Up Manager Costs”) and, to the extent not previously distributed, the amount of Back-Up Manager Costs outstanding on each prior Payment Date;

(iii) to the Manager, (A) the Management Fee and, to the extent not previously distributed, the Management Fee due on each prior Payment Date and (B) the Manager Costs up to $1,000 (the “Capped Manager Costs”) and, to the extent not previously distributed, the Manager Costs outstanding on each prior Payment Date;

(iv) to the Servicer, (A) the Servicing Fee and to the extent not previously distributed, the Servicing Fee due on each prior Payment Date and (B) to the Servicer, the Servicer Costs up to $1,000 (the “Capped Services Costs”) and to the extent not previously distributed, the amount of Servicer Costs outstanding on each prior Payment Date;

(v) to the Noteholders, interest accrued on the Notes for the related Interest Period plus any accrued interest thereon remaining unpaid from any previous Interest Period, and interest on such overdue interest to the date such payment is made, at the Note Interest Rate, but only to the extent that payment of such interest on interest shall be legally enforceable;

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(vi) (A) prior to the Payment Date occurring in August 2012, to the Noteholders, the amount referred to in clause (i) of the definition of the term “Note Principal Payment” for such Payment Date in reduction of the Note Principal Balance of the Notes and (B) on and after the Payment Date occurring in August 2012 after giving effect to payments in respect of principal from the Liquidity Reserve Account pursuant to Section 13.2(b), all Available Funds until the Note Principal Balance of the Notes is reduced to zero;

(vii) to the Manager for application in accordance with Licenses all Advertising Royalties received and on deposit in the Collection Account;

(viii) to the Trustee, the Back-Up Manager, the Manager and the Servicer, in that order of priority, the positive difference, if any, for such Payment Date, between the Trustee Costs and the Capped Trustee Costs, the Back-Up Manager Costs and the Capped Back-Up Manager Costs, the Manager Costs and the Capped Manager Costs and the Servicer Costs and the Capped Servicer Costs, respectively;

(ix) to the Liquidity Reserve Account, the Liquidity Reserve Deposit Amount, if any;

(x) upon the occurrence of the Renewal Trigger Event until the earliest to occur of (A) the date the Renewal Trigger Event has been cured and is no longer continuing, (B) the receipt by the Trustee and the Noteholders of a Non-Cure Notice or (C) the expiration of the Renewal Cure Period, to the Renewal Reserve Account, the Renewal Reserve Deposit Amount;

(xi) if amounts on deposit in the Renewal Reserve Account are withdrawn therefrom in accordance with the provisions of Section 13.5(a), such amounts shall be applied in reduction of the Candie’s/Joe Boxer Note Principal Balance;

(xii) on each Payment Date after the Payment Date disbursement made pursuant to clause (xi) above, and prior to the date the Noteholders deliver a written notice to the Trustee stating that the Issuer has cured the Renewal Trigger Event, an amount equal to the applicable Quarterly Reserve Cap Amount shall be applied to reduce the Candie’s/Joe Boxer Note Principal Balance of the Notes; provided, however, that the sum of the amounts disbursed pursuant to clause (xi) above and this clause (xii) shall not exceed $26,250,000;

(xiii) [Reserved]

(xiv) to the Structuring Agent, the Structuring Fee; and

(xv) to the Issuer or such party as the Issuer may direct, all remaining Available Funds.

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(b)The foregoing provisions of this Section 13.1 notwithstanding, any monies deposited in the Collection Account for purposes of redeeming Notes pursuant to Article X shall, subject to Section 11.3, remain in the Collection Account until paid for the purpose of such redemption.

Section 13.2. Disbursement of Monies out of the Liquidity Reserve Account

(a) (i)In the event that on any Payment Date Available Funds in the Collection Account are not sufficient to make the payments specified in clauses (i) through (vi) of Section 13.1(a), the Paying Agent, shall, on such Payment Date, (x) withdraw funds from the Liquidity Reserve Account, to the extent funds are available therein and (y) apply the funds so withdrawn to such payments due on such Payment Date pursuant to and in the order of clauses (i) through (vi) of Section 13.1(a).

(ii)On each Payment Date on which the Notes are being amortized in connection with Section 13.1(a)(xi) or (xii), the Trustee shall withdraw the Liquidity Reserve Withdrawal Amount from the Liquidity Reserve Account and deposit such amount into the Collection Account.

(iii)In connection with a Management Transition, the Trustee shall withdraw amounts from the Liquidity Reserve Account to pay related Management Transition Expenses up to but not in excess of the Management Transition Expense Cap Amount. The Trustee shall thereupon disburse such amounts in payment of such Management Transition Expenses in accordance with a written direction of the Issuer that is approved in writing by an Act of Noteholders.

(b)On the Payment Date on or after which (i) the amount on deposit in the Liquidity Reserve Account, together with all other funds available to the Trustee is equal to or greater than the sum of (x) the Redemption Price of all Notes Outstanding on the next Redemption Date for which a proper Redemption Notice can be given plus (y) all other obligations of the Company under this Indenture that will be due and owing from such Payment Date through such Redemption Date, and (ii) all payments to be made on such date pursuant to Section 13.1(a) hereof have been paid or funds for their payment have been reserved and are on deposit with the Trustee, the Trustee shall, on such date, withdraw funds from the Liquidity Reserve Account and transfer them to the Collection Account to redeem all of the Notes then Outstanding pursuant to Section 10.2(b) of this Indenture. If all of the Notes have not been redeemed pursuant to the immediately preceding sentence on or prior to the Payment Date occurring in August 2012, the Trustee shall, on such date, withdraw funds on deposit in the Liquidity Reserve Account and transfer them to the Collection Account to be allocated to the payment of the Note Principal Balance in accordance with Section 13.2(a)(vi).

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(c)At such time as no Notes remain Outstanding and the Lien of this Indenture has been discharged in accordance with Section 5.1 hereof, upon the request of the Issuer, the Trustee shall withdraw from the Liquidity Reserve Account any excess funds remaining after payment of all other amounts required under this Indenture and remit any such excess to or at the direction of the Issuer.

Section 13.3. Advertising Reserve Account

(a)Prior to any other disbursements from the Collection Account, the Trustee shall withdraw from the Collection Account and set aside in a separate trust account which the Issuer hereby establishes with the Trustee, the “Advertising Reserve Account,” the advertising and marketing expenses for advertising contributions collected from the Issuer’s Licensees that, pursuant to the provisions of the applicable contract, require mandatory expense of their advertising contribution (the “Advertising Cost Reimbursement”). Any such deposit shall be based upon a written instruction from the Manager and confirmed by the Servicer in the Servicer Report. Amounts on deposit in the Advertising Reserve Account shall be paid out by the Trustee on each Payment Date as directed by the Manager in a writing that also certifies that all such amounts paid out to the Manager on the immediately preceding Payment Date have been fully applied as required.

(b)At such time as no Notes remain Outstanding and the Lien of this Indenture has been discharged in accordance with Section 5.1 hereof, upon the request of the Issuer, the Trustee shall withdraw from the Advertising Reserve Account any excess funds remaining after payment of all other amounts required under this Indenture and remit any such excess to or at the direction of the Issuer.

Section 13.4. Disbursements of Monies out of the Lockbox Account

Collateral funds on deposit in the Lockbox Account which are collected funds at the end of each Business Day shall be swept to and deposited in the Collection Account at such time.

Section 13.5. Disbursement of Monies out of the Renewal Reserve Account

(a)Upon the earlier to occur of (i) receipt by the Trustee and the Noteholders of a Non-Cure Notice from the Issuer or (ii) the failure of the Issuer to have cured the Renewal Trigger Event on or before the expiration of the Renewal Cure Period, then all amounts on deposit in the Renewal Reserve Account shall be withdrawn therefrom and deposited into the Collection Account for application in accordance with Section 13.1(a)(xi).

(b)If the Issuer cures the Renewal Trigger Event, upon receipt by the Trustee of written notice from the Noteholders stating that such cure has been effected, provided no Event of Default shall have occurred and has not been waived, the Trustee shall withdraw funds on deposit in the Renewal Reserve Account and deposit the same in the Collection Account.

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Section 13.6. Disbursement of Monies out of Prepaid Fee and Royalty Account

(a)On each Payment Date, the Trustee, shall (x) withdraw any Nonrecurring Release Amounts and the Prepaid Release Amounts from the Prepaid Fee and Royalty Account, as set forth in the Servicer’s report, to the extent funds are available therein, and (y) deposit such funds in the Collection Account for application to payments due on such Payment Date in accordance with Section 13.1(a).

(b)At such time as no Notes remain Outstanding, all amounts due under this Indenture have been paid and the Lien of this Indenture has been discharged in accordance with Section 5.1 hereof, upon the request of the Issuer, the Trustee shall withdraw from the Prepaid Fee and Royalty Account any excess funds remaining after payment of all other amounts required under this Indenture and remit any such excess to or at the direction of the Issuer.

Section 13.7 Disbursement of Monies out of the Defeasance Account

If an Event of Default has occurred and the Notes are accelerated in accordance with Section 6.2 (but before any Sale of the Collateral has been made or a judgment or decree for the money has been obtained by the Trustee), the Trustee shall, on such date, withdraw all assets on deposit in the Defeasance Account and transfer them to the Collection Account and distribute all such assets in accordance with Section 6.6 in satisfaction of all Outstanding amounts due on the Notes.

Section 13.8. Eligible Investments

Upon an Issuer Order, the Trustee shall invest the funds in the Collection Account, the Lockbox Account, the Revenue Reduction Account, the Liquidity Reserve Account, the Renewal Reserve Account and the Prepaid Fee and Royalty Account and in Eligible Investments; provided, however, that, unless the Issuer and the Trustee shall receive an opinion of counsel selected by the Issuer to the effect that the limitation is not necessary for the Issuer to avoid registration under the Investment Company Act, at no time may the Issuer allow the total aggregate principal amount of the Tested Securities to exceed the Investment Company Act Limit. In the event, at the close of each Business Day, the Trustee has not received an Issuer Order, or is not in possession of a standing Issuer Order, the Trustee may invest such funds in the type of Eligible Investment specified in clause (i) or clause (v) of the definition of Eligible Investments. No Eligible Investment shall mature later than the Business Day preceding the next following Payment Date.

Any income or other realized gain from Eligible Investments in the Collection Account, the Liquidity Reserve Account, the Revenue Reduction Account, the Renewal Reserve Account or the Prepaid Fee and Royalty Account shall be transferred and credited to the Collection Account. The Trustee shall not be liable for any loss incurred on any funds invested in Eligible Investments pursuant to the provisions of this Section 13.8.

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The Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any Eligible Investment prior to its stated maturity or the failure of the Issuer to provide timely written investment direction.

ARTICLE XIV.

COVENANTS OF IP HOLDINGS AND MANAGEMENT CORPORATION

Section 14.1. Continued Existence; Organizational Documents

IP Holdings and Management Corporation (“IPHM”) shall keep in full effect its existence, rights and franchises as a special purpose corporation under the laws of the State of Delaware, shall operate in accordance with, and subject to the limitations set forth in, its Organizational Documents and shall obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which the failure to be so qualified shall have a material adverse effect on IPHM.

Section 14.2. Negative Covenant

IPHM shall not amend its Organizational Documents without receiving approval thereof by Act of the Noteholders (which may not be unreasonably withheld).

Section 14.3. No Bankruptcy Petition.

The Trustee and the Noteholders by entering into this Agreement covenants and agrees that, prior to the date which is one year and one day after the payment in full of the Notes, it will not institute against, or join any other Person in instituting, against IPHM, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any federal or state bankruptcy or similar law.

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IN WITNESS WHEREOF, the Issuer and Trustee have caused this Indenture to be duly executed by their respective officers thereunto duly authorized and their respective seals, duly attested, to be hereunto affixed, all as of the day and year first above written.

IP HOLDINGS LLC, as Issuer
By: IP Holdings and Management Corporation, as Manager
By:	/s/ Michael G. Morgan
	Name: Michael G. Morgan
	Title: Secretary

WILMINGTON TRUST COMPANY, not in its individual capacity, but solely as Trustee
By:	/s/ Michale C. Harra
	Name: Michale C. Harra
	Title: Financial Services Officer

[FIFTH AMENDED AND RESTATED INDENTURE]

IN WITNESS WHEREOF, IP Holdings and Management Corporation hereby joined this Indenture but solely for purposes of Article XIV of this Indenture in consideration of the benefit to be derived by the Issuer and therefore IP Holdings and Management Corporation, which is the Manager of the Issuer, from this Indenture and the issuance and sale of the Notes.

IP HOLDINGS AND MANAGEMENT CORPORATION
By:	/s/ Michael G. Morgan
	Name: Michael G. Morgan
	Title: Secretary

[FIFTH AMENDED AND RESTATED INDENTURE]

List of Omitted Appendices and Exhibits

APPENDIX A - Standard Definitions

EXHIBIT A - Form of Assignment of Note

EXHIBIT B - Form of Servicer’s Report

EXHIBIT C - Form of Investment Letter

EXHIBIT D - Substitute Form W-9

EXHIBIT E - Assets

EXHIBIT E-1: Trademarks

EXHIBIT E-1A: Registered Trademarks

EXHIBIT E-1B: Unregistered Trademarks

EXHIBIT E-1C: Additional Registrations and Pending Applications

EXHIBIT E-2: Licenses

EXHIBIT E-3: Copyrights

EXHIBIT E-4: Patents

EXHIBIT E-5: Pending Intent-to-Use Applications

EXHIBIT E-6: Trademarks Subject to Litigation

EXHIBIT F - Claims

F-1

EX-10.1

EXECUTION COPY

STOCK ISSUANCE AND REGISTRATION RIGHTS AGREEMENT

This STOCK ISSUANCE AND REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of August 28, 2006, by and among Iconix Brand Group, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and DDJ Capital Management, LLC, a Delaware limited liability company, as Agent (together with its successors and assigns, “DDJ”). Capitalized terms used but not concurrently or previously defined herein are defined in Section 8 hereof.

RECITALS:

WHEREAS, the Company and London Fog Group, Inc., a Delaware corporation (“Seller”), have entered into an Asset Purchase Agreement, dated as of August 28, 2006 (the “Purchase Agreement”), pursuant to which the Company will purchase (the “Asset Purchase”) on the Closing Date certain assets of Seller’s Business in consideration for the assumption by the Company of certain liabilities of the Business, a cash payment to Seller of $30,500,000 and the issuance to Seller of that number of shares of common stock, par value $.001 per share, of the Company (the “Common Stock”) with an aggregate Market Value of $7,000,000 as measured based on the Market Value of a share of Common Stock one (1) Business Day prior to the Closing Date (the “Closing Date Common Shares”);

WHEREAS, pursuant to that certain “Order Approving (a) Sale of London Fog Assets Free and Clear of All Liens, Claims, Interests and Other Encumbrances, and (b) Assumption and Assignment of Certain Executory Contracts”, as entered by the United States Bankruptcy Court for the District of Nevada, Reno Division, on August 24, 2006 in the case of Seller and certain of its affiliates under Chapter 11 of Title 11, United States Code, 11 U.S.C. Section 101 et seq. (the “Bankruptcy Order”), DDJ, as Seller’s junior secured lender, subject to the terms contained in the Purchase Agreement and in consideration for the consent of DDJ to the Asset Purchase, will receive on the Closing Date certain proceeds of the Asset Sale and the Closing Date Common Shares, registered in the name of DDJ on the books and records of the Company, along with certain rights with respect thereto as set forth in the Purchase Agreement and this Agreement;

WHEREAS, pursuant to the Purchase Agreement, the Company has acknowledged the assignment of the Closing Date Common Shares from Seller to DDJ and has agreed to recognize DDJ’s rights in such stock as set forth in this Agreement and the Purchase Agreement

WHEREAS, the number of Closing Date Common Shares is subject to adjustment as set forth in the provisions of this Agreement; and

WHEREAS, in order to induce DDJ to consent to the Asset Purchase and the other transactions set forth in the Purchase Agreement, the Company has agreed to grant the Purchasers certain registration and other rights as to the Common Shares as set forth in this Agreement.

1

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

1.Acknowledgement of Assignment; Issuance of Common Shares.

(a)The Company hereby acknowledges and accepts the assignment from Seller to DDJ pursuant to the Bankruptcy Order of all of Seller’s right, title and interest in and to the Closing Date Common Shares as set forth in the Purchase Agreement.

(b)On the Closing Date, the Company shall deliver to DDJ and/or its Permitted Designee(s) (as defined hereinafter) a stock certificate or certificates representing the Closing Date Common Shares, registered in DDJ’s and/or its Permitted Designee(s)’ name(s) or accompanied by duly executed stock assignments provided, that in lieu of such stock certificate(s) the Company may deliver an irrevocable direction letter from the Company to a transfer agent directing the issuance of such stock certificate(s) to DDJ and/or its Permitted Designee(s) and such stock certificate(s) shall be so delivered within one (1) Business Day following the Closing Date. The Closing Date Common Shares shall have an aggregate Market Value of $7,000,000 as measured based on the Market Value of a share of Common Stock one (1) Business Day prior to the Closing Date.

(c)If as of the Short-Form Effectiveness Date (as defined below), the Closing Date Common Shares have an aggregate Market Value of less than $7,000,000, the Company shall issue within three (3) Business Days following the Short-Form Effectiveness Date to DDJ and/or its Permitted Designee(s) additional shares of Common Stock which are included in the Short-Form Registration (the “Additional Common Shares” and, together with the Closing Date Common Shares, the “Common Shares”) such that the aggregate Market Value of Common Shares held by DDJ and/or its Permitted Designee(s) as of such Short-Form Effectiveness Date would have equaled $7,000,000; provided, that under no circumstances shall DDJ or any Permitted Designee be required at any time to forfeit, cancel or otherwise give back to the Company any Closing Date Common Shares, including, without limitation, if as of the Short-Form Effectiveness Date, the aggregate Market Value of such Closing Date Common Shares is equal to or more than $7,000,000; provided, further, that under no circumstances shall DDJ or any Permitted Designee have the right to receive any Additional Common Shares in the event DDJ chooses the option under clause (x) of the first sentence of Section 3(b)(ii). If any Additional Common Shares are issuable pursuant to this Section (c), such shares shall be issued to DDJ and each of its Permitted Designees based on its Holder Percentage (hereinafter defined). The term “Holder Percentage” means a fraction, (x) the numerator of which is the number of Closing Date Common Shares issued to DDJ, or a Permitted Designee, as the case may be, on the Closing Date and (y) the denominator of which is equal to all of the Closing Date Common Shares issued to DDJ and its Permitted Designees on the Closing Date. The Company shall deliver to DDJ and/or its Permitted Designee(s) a stock certificate or certificates representing any Additional Common Shares issued pursuant hereto, registered in DDJ’s and /or its Permitted Designee(s)’ name(s) or accompanied by duly executed stock assignments.

2.Representations and Warranties Concerning Common Shares. Knowing that DDJ relies thereon, the Company represents and warrants to DDJ that the statements contained in this Section 2 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section 2.

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(a)Organization. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has full corporate power and authority to enter into this Agreement, issue the Common Shares and to consummate the transactions contemplated hereby upon the terms and conditions herein provided.

(b)Authorization. The execution and delivery of this Agreement by the Company, the issuance of the Common Shares and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and this Agreement constitutes a valid and legally binding agreement of the Company enforceable in accordance with its terms. Each certificate, instrument and document contemplated by this Agreement, when executed and delivered by the Company in accordance with the provisions hereof, shall be valid and legally binding upon the Company in accordance with its terms, subject only to applicable bankruptcy, reorganization, insolvency, moratorium, and other rights affecting creditors’ rights generally from time to time in effect and as to enforceability, general equitable principles.

(c)No Breach. The execution, delivery and performance of this Agreement by the Company, the issuance of the Common Shares and the consummation by the Company of the transactions herein contemplated, do not constitute a violation of or default under (either immediately or upon notice, lapse of time or both) or result in a breach of (a) the Company’s certificate of incorporation, bylaws or other organic governing documents, (b) the terms of any contract to which the Company or any of its Subsidiaries or any of their respective assets are bound, (c) any judgment binding upon the Company or any of its Subsidiaries, (d) any permit or license of the Company or any of its Subsidiaries; or (e) any federal, state municipal, foreign or other statute, law, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries or any of their respective assets, except, in the cases of clause (b), (c), (d) or (e), any such violation, default or breach that would not have a material adverse effect on the business and financial condition of the Company.

(d)No Broker. No broker, finder, agent or similar intermediary has acted for or on behalf of the Company in connection with this Agreement or the transactions contemplated hereby, and no broker, finder, agent or similar intermediary is entitled to any broker’s fee, finder’s fee, or similar fee or commission in connection therewith based on any agreement, arrangement or understanding with the Company or any action taken by the Company.

(e)Issuance of Company Shares. The Company Shares to be issued in connection with this Agreement are duly authorized and, when issued in accordance herewith, will be duly and validly issued, fully paid and nonassessable, free and clear of any mortgage, pledge, lien, encumbrance, charge, or other security interest and shall not be subject to preemptive or similar rights. Except as to the registration rights and other terms set forth herein, the terms of the Company Shares to be issued in connection with this Agreement shall be identical to the Common Stock of the Company registered currently on the NASDAQ System.

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(f)Regulatory Compliance.

(i)During the twelve (12) month period immediately preceding the date hereof, the Company has duly and timely filed all reports, schedules, forms, statements and other documents (collectively, as supplemented and amended since the time of filing, the “Company SEC Reports”) required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act. At the time of their filing, the Company SEC Reports complied in all material respects with the requirements of the Securities Exchange Act and the rules and regulations of the SEC promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such documents and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(ii)The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its consolidated Subsidiaries included or incorporated by reference in the Buyer SEC Reports have been prepared in accordance with GAAP consistently applied during the periods indicated (except as may otherwise be indicated in the notes) and present fairly, in all material respects, the financial position of the Company and its consolidated Subsidiaries on a consolidated basis as at the respective dates and for the respective periods indicated (except interim financial statements may not contain all notes and are subject to year-end adjustments).

(g)All certificates, instruments and documents delivered by or on behalf of the Company in connection with this Agreement and the transactions contemplated hereby are true and complete; all such certificates, instruments and documents are authentic.

3.Registration of Common Shares; Related Covenants.

(a)Registration. Subject to the terms and conditions of this Agreement, promptly following the Closing Date, but in any event no later than twenty (20) days following the Closing Date, the Company shall commence registration with the SEC under the Securities Act of the Registrable Securities held by DDJ and/or its Permitted Designee(s) on Form S-2 or S-3 or any similar short-form registration (a “Short-Form Registration”) pursuant to the procedures outline in Section 4 below. Such Short-Registration shall include the registration of all Registrable Securities that are Closing Date Common Shares and shall include a sufficient number of additional Registrable Securities such that any Additional Common Shares to be issued to DDJ and/or its Permitted Designee(s) pursuant to Section 1(c) above, shall be covered by the effectiveness of such Short-Form Registration. The Company shall pay all Registration Expenses of such Short-Form Registration. If the Short-Form Registration is an underwritten offering, the selection of investment banker(s) and manager(s) for the offering, which investment banker(s) and manager(s) shall be nationally recognized, shall be made by the Company. The term “Short-Form Effectiveness Date” means the date on which the Short-Form Registration covering all of the Registrable Securities is declared effective by the SEC. Anything contained herein to the contrary notwithstanding, in no event shall the Short-Form Registration be an underwritten offering unless agreed to be the Company in its sole and absolute discretion.

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(b)Consequences of Failure to Register.

(i)If as of the date that is sixty (60) days after the Closing Date (which date shall be extended for each day, if any, that the effectiveness of a Short-Form Registration statement is delayed solely as a result of the failure of DDJ or any of its Permitted Designee(s) to deliver the information required by Section 6(b) hereof after written notice by the Company to DDJ or such Permitted Designee of such failure), a Short-Form Registration covering all of the Registrable Securities has not been declared or does not then remain effective with the SEC, the Company shall pay to each of DDJ and its Permitted Designee(s) liquidated damages (“Liquidated Damages”) in an amount equal to (x) $11,000 per day multiplied by (y) the Holder Percentage for each day thereafter until the Short-Form Effectiveness Date; provided, that in no event shall the aggregate amount of Liquidated Damages payable hereunder exceed $660,000. Such Liquidated Damages shall be payable by the Company to DDJ and/or its Permitted Designee(s) on every thirty (30) days, beginning on the date that is ninety (90) days after the Closing Date, and on the Short-Form Effectiveness Date should such date occur prior to the end of any such thirty (30)-day period, in cash or other immediately available funds to the location(s) and to the attention of or to the account(s) specified by DDJ in writing for itself and its Permitted Designees. Upon the subsequent occurrence of the Short-Form Effectiveness Date, DDJ and/or its Permitted Designee(s) shall be entitled to the Additional Common Shares, if any, to be issued to DDJ and/or its Permitted Designee(s) pursuant to and in accordance with Section 1(c) above.

(ii)If as of the date that is one hundred twenty (120) days after the Closing Date (which date shall be extended for each day, if any, that the effectiveness of a Short-Form Registration statement is delayed solely as a result of the failure of DDJ or any of its Permitted Designee(s) to deliver the information required by Section 6(b) hereof after written notice by the Company to DDJ or such Permitted Designee of such failure) (the “Trigger Date”), a Short-Form Registration covering all of the Registrable Securities has not been declared or does not then remain effective with the SEC, DDJ may, at its sole option expressed in writing to the Company no later than twenty (20) days after the Trigger Date, either (x) sell all of the Closing Date Common Shares to the Company for a purchase price equal to $7,000,000, payable, together with any accrued and unpaid Liquidated Damages, within two (2) Business Days after receipt of such notice from DDJ on its own behalf and on behalf of its Permitted Designees in cash or other immediately available funds to the location(s) and to the attention of or to the account(s) specified by DDJ in writing for itself and its Permitted Designees or (y) retain the Closing Date Common Shares and obtain from the Company upon the occurrence of the Short-Form Effectiveness Date following the Trigger Date any Additional Common Shares it is entitled to pursuant to and in accordance with Section 1(c) above and receive payment of any accrued and unpaid Liquidated Damages within two (2) Business Days after receipt of such notice from DDJ on its own behalf and on behalf of its Permitted Designees in cash or other immediately available funds to the location(s) and to the attention of or to the account(s) specified by DDJ in writing for itself and its Permitted Designees; provided, that upon a failure of DDJ to provide notice of its choice prior to the earlier of the Short-Form Effectiveness Date and the twentieth (20^th) day after the Trigger Date, DDJ shall be deemed to have chosen option (y) above. In addition, if as of the Trigger Date, a Short-Form Registration covering all of the Registrable Securities has not been declared and does not then remain effective with the SEC and DDJ has chosen to retain its and its Permitted Designees Closing Date Common Shares pursuant to option (y) above, (A) the Company shall have a continuing obligation to register all Registrable Securities held by DDJ and/or its Permitted Designee(s) and shall continue to be bound by the terms of this Agreement and the Company shall complete the registration of such Registrable Securities pursuant to a Short-Form Registration or otherwise as promptly as practicable following such date and (B) the Company shall pay to each of DDJ and its Permitted Designee(s) additional Liquidated Damages in an amount equal to (A) $5,500 per day multiplied by (B) the Holder Percentage for each day after the Trigger Date until the earlier to occur of (1) sixty (60) days after the Trigger Date and (2) a Short-Form Effectiveness Date during such period. Such Liquidated Damages shall be payable by the Company to DDJ and/or its Permitted Designee(s) every thirty (30) days, beginning on the date that is thirty (30) days after the Trigger Date, and on the Short-Form Effectiveness Date should such date occur prior to the end of any such thirty (30)-day period, in cash or other immediately available funds to the location(s) and to the attention of or to the account(s) specified by DDJ in writing for itself and its Permitted Designees. Upon the subsequent occurrence of the Short-Form Effectiveness Date, DDJ and/or its Permitted Designee(s) shall be entitled to the Additional Common Shares, if any, to be issued to DDJ and/or its Permitted Designee(s) pursuant to and in accordance with Section 1(c) above.

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(iii)If as of the date that is sixty (60) days after the Trigger Date (which date shall be extended for each day, if any, that the effectiveness of a Short-Form Registration statement is delayed solely as a result of the failure of DDJ or any of its Permitted Designee(s) to deliver the information required by Section 6(b) hereof after written notice by the Company to DDJ or such Permitted Designee of such failure) (the “Additional Trigger Date”), a Short-Form Registration covering all of the Registrable Securities has not been declared or does not then remain effective with the SEC, and DDJ has chosen to retain its Closing Date Common Shares, (A) the Company shall have a continuing obligation to register all Registrable Securities held by DDJ and/or its Permitted Designee(s) and shall continue to be bound by the terms of this Agreement and the Company shall complete the registration of such Registrable Securities pursuant to a Short-Form Registration or otherwise as promptly as practicable following such date and (B) the Company shall pay to each of DDJ and its Permitted Designee(s) additional Liquidated Damages in an amount equal to (x) $50,000 per month multiplied by (y) the Holder Percentage for each full month after the Additional Trigger Date until the occurrence of the Short-Form Effectiveness Date. Such Liquidated Damages shall be payable by the Company to DDJ and/or its Permitted Designee(s) on a monthly basis, beginning on the first monthly anniversary of the Additional Trigger Date, and on the Short-Form Effectiveness Date should such date occur prior to the end of any such monthly period, in cash or other immediately available funds to the location(s) and to the attention of or to the account(s) specified by DDJ in writing for itself and its Permitted Designees. Upon the subsequent occurrence of the Short-Form Effectiveness Date, DDJ and/or its Permitted Designee(s) shall be entitled to the Additional Common Shares, if any, to be issued to DDJ and/or its Permitted Designee(s) pursuant to and in accordance with Section 1(c) above.

(iv)The parties hereto expressly acknowledge and agree that, in light of the difficulty of accurately determining actual damages hereunder, the right to payment of Liquidated Damages hereunder constitutes a reasonable estimate of all damages that will be suffered by DDJ and/or its Permitted Designee(s) and that under no circumstances shall DDJ or any Permitted Designee be required to give back or otherwise surrender any Liquidated Damages paid or payable to DDJ or any designee pursuant hereto.

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4.Registration Procedures. In fulfilling its registration obligations hereunder, the Company shall use its commercially reasonable best efforts to effect the registration, and pursuant thereto the Company shall as expeditiously as possible:

(a)prepare and file with the SEC a registration statement with respect to such Registrable Securities and use commercially reasonable efforts to cause such registration statement to become effective (provided, that as soon as practicable and before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by DDJ copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel and if DDJ shall notify the Company in writing that, in the judgment of DDJ and its counsel, the inclusion of additional information regarding any holder, any holder’s ownership of securities and any holder’s intended plan of distribution (provided such plan is reasonably acceptable in all material respects to the Company)) is required, such information shall be so included;

(b)notify DDJ and/or its Permitted Designee(s) of the effectiveness with the SEC of the Short-Form Registration covering all of the Registrable Securities (such effectiveness date, the “Short-Form Effectiveness Date”) and use commercially reasonable efforts to prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than one hundred eighty (180) days (excluding any period when effectiveness lapses) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement;

(c)furnish to DDJ and/or its Permitted Designee(s) such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by DDJ and/or its Permitted Designee(s);

(d)use commercially reasonable efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);

(e)notify DDJ and/or its Permitted Designee(s), at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall promptly prepare a supplement or amendment to such prospectus and/or registration statement so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;

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(f)use commercially reasonable efforts to cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the NASD automated quotation system and, if listed on the NASD automated quotation system, use commercially reasonable efforts to secure designation of all such Registrable Securities covered by such registration statement as a NASDAQ “national market system security” within the meaning of Rule 11Aa2-1 of the Securities and Exchange Commission or, failing that, to secure NASDAQ authorization for such Registrable Securities and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such Registrable Securities with the NASD;

(g)provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of the first registration statement relating to Registrable Securities or securities of any class of the Company and co-operate to make certificates promptly available;

(h)enter into such customary agreements (including underwriting agreements in customary form) and take all such other actions as DDJ and/or its Permitted Designee(s) or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, effecting a stock split or a combination of shares);

(i)subject to the execution of a non-disclosure agreement in form reasonably acceptable in all material respects to the Company, make available for inspection by DDJ and/or its Permitted Designee(s), any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;

(j)otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

(k)in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any shares of Common Stock included in such registration statement for sale in any jurisdiction, during the one hundred eighty (180)-day period commencing on the Short-Form Effectiveness Date, the Company shall notify the holders of Registrable Securities thereof and use its best efforts promptly to obtain the withdrawal of such order; and

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(l)in connection with an underwritten public offering, (i) subject to the execution of a non-disclosure agreement in form reasonably acceptable in all material respects to the Company, cooperate with DDJ and/or its Permitted Designee(s), and with the underwriters participating in the offering and their counsel in any due diligence investigation reasonably requested by the selling holders or the underwriters in connection therewith and (ii) participate fully, and use its best efforts to cause its management to participate fully, in efforts to sell the Registrable Securities under the offering (including, without limitation, participating in “roadshow” meetings with prospective investors) that would be customary for underwritten primary offerings of a comparable amount of equity securities by the Company; and

5.Registration Expenses.

All Registration Expenses shall be borne by the Company, and the Company shall pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed or on the NASD automated quotation system. The Company shall not be required to pay an underwriting discount with respect to any shares being sold by any party other than the Company in connection with an underwritten public offering of any of the Company’s securities pursuant to this Agreement.

6.Indemnification.

(a)The Company agrees to indemnify, to the extent permitted by law, each holder of Registrable Securities, such holder’s officers and directors, and each Person who controls such holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (“Losses”) caused by or arising out of any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as (i) such untrue or alleged untrue statements or omissions or alleged omissions are based upon information regarding such holder furnished in writing to the Company by such holder expressly for use therein, or to the extent that such information relates to such holder or such holder’s proposed method of distribution of Registrable Securities, provided that, in each case, such information was reviewed and confirmed in advance by such holder and its counsel or (ii) the failure of such holder to satisfy the prospectus delivery requirement or the use by such holder of an outdated or defective prospectus after the Company has notified such holder in writing that the prospectus is outdated or defective and prior to the receipt by such holder of such notice.

(b)In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder shall as promptly as practicable (and in no event later than three (3) Business Days after receipt of written notice by the Company of such requirement) furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statement or prospectus. Each holder of Registrable Securities shall indemnify, to the extent permitted by law, the Company, its directors and officers and each Person who controls the Company (within the meaning of the Securities Act) against any Losses, to the extent that (i) such untrue or alleged untrue statements or omissions or alleged omissions are based solely upon information regarding such holder furnished in writing to the Company by such holder expressly for use therein, or to the extent that such information relates to the undersigned or the undersigned’s proposed method of distribution of Registrable Securities, provided that, in each case, such information was reviewed and confirmed in advance by such holder and/or (ii) the failure of such holder to satisfy the prospectus delivery requirement or, the use by such holder of an outdated or defective prospectus after the Company has notified such holder in writing that the prospectus is outdated or defective and prior to the receipt by such holder of such notice; provided, that the obligation to indemnify shall be individual, not joint and several, for each holder and shall be limited to the net amount of proceeds received by such holder from the sale of Registrable Securities pursuant to such registration statement.

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(c)The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and shall survive the transfer of securities.

(d)Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding paragraph (a) or (b) of this Section 6, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party pursuant to such paragraphs, give written notice to the latter of the commencement of such action, provided, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding paragraphs of this Section 6, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and, unless, in the reasonable judgment of any indemnified party a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation; provided, that the indemnified party may participate in such defense at the indemnified party’s expense; provided further, that the indemnified party or indemnified parties shall have the right to employ one counsel to represent it or them if, in the reasonable judgment of the indemnified party or indemnified parties, it is advisable for it or them to be represented by separate counsel by reason of having legal defenses which are different from or in addition to those available to the indemnifying party. If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it shall not be obligated to pay the fees and expenses of more than one counsel for the indemnified parties with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel for the indemnified parties or counsels. No indemnifying party shall consent to entry of any judgment or enter into any settlement without the consent of the indemnified party (i) which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of an unconditional release from all liability in respect to such claim or litigation and (ii) which includes a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. No indemnifying party shall be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld.

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(e)If the indemnity and reimbursement obligation provided for in any paragraph of this Section 6 is unavailable or insufficient to hold harmless an indemnified party in respect of any Losses (or actions or proceedings in respect thereof) referred to therein, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such Losses (or actions or proceedings in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other hand in connection with statements or omissions which resulted in such Losses, as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the first sentence of this paragraph. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigation or defending any Loss which is the subject of this paragraph. No indemnified party guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from the indemnifying party if the indemnifying party was not guilty of such fraudulent misrepresentation.

(f)Indemnification similar to that specified in the preceding paragraphs of this Section 6 (with appropriate modifications) shall be given by the Company and each seller of Registrable Securities with respect to any required registration or other qualification of securities under any federal or state law or regulation of any governmental authority other than the Securities Act. The provisions of this Section 6 shall be in addition to any other rights to indemnification or contribution which an indemnified party may have pursuant to law, equity, contract or otherwise.

(g)The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or Losses are incurred.

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7.Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements reasonably approved by the Person or Persons entitled hereunder to approve such arrangements (which will include the making of representations and warranties and the granting of indemnification rights customary for a selling stockholder in the circumstances of such Person), and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents that are standard and customary for similarly situated Persons and are reasonably required under the terms of such underwriting arrangements; provided, that no holder of Purchaser Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder, such holder’s Purchaser Registrable Securities and such holder’s intended method of distribution or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 6 hereof.

8.Definitions.

“Business” has the meaning ascribed to such term in the Purchase Agreement.

“Business Day” means any day except Saturday, Sunday and any day which shall be a legal holiday or other day on which securities exchanges are closed in New York, New York.

“Closing Date” has the meaning ascribed to such term in the Purchase Agreement.

“Market Value” of any Common Share as of any Business Day for which Market Value is being determined means the closing prices of such security’s sales on all securities exchanges on which such security may at the time be listed, or, if there has been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any day such security is not so listed, the average of the representative bid and asked prices quoted in the NASDAQ System as of 4:00 P.M., New York time, or, if on any day such security is not quoted in the NASDAQ System, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization. If at any time such security is not listed on any securities exchange or quoted in the NASDAQ System or the over-the-counter market, the “Market Value” shall be the fair value thereof determined jointly by the Company and DDJ. If such parties are unable to reach agreement within a reasonable period of time, such fair value shall be determined by an independent appraiser experienced in valuing securities jointly selected by the Company and DDJ. The determination of such appraiser shall be final and binding upon the parties, and the Company shall pay the fees and expenses of such appraiser.

“Person” means an individual, a partnership, a joint venture, a corporation, a trust, a limited liability company, an unincorporated organization or a government or any department or agency thereof.

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“Registrable Securities” means, irrespective of which Person actually holds such securities, (i) the Common Shares and (ii) any Common Stock issued or issuable with respect to the securities referred to in clause (i) above by way of a distribution, stock dividend, stock split, conversion or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular Registrable Securities, such securities will cease to be Registrable Securities when such securities (i) have been distributed to the public pursuant to an offering registered under the Securities Act or sold to the public through a broker, dealer or market maker in compliance with Rule 144 (or any similar rule then in force) under the Securities Act or (ii) are eligible for resale under Rule 144 (or any such rule then in force) without limitation as to volume. For purposes of this Agreement, a Person will be deemed to be a holder of Registrable Securities, and the Registrable Securities shall be deemed to be in existence, whenever such Person has the right to acquire directly or indirectly such Registrable Securities (upon conversion, or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected, and such Person shall be entitled to exercise the rights of a holder of Registrable Securities hereunder.

“Registration Expenses” means, all expenses incidental to the Company’s performance of or compliance with this Agreement, including without limitation all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, stock exchange listing fees, printing expenses, messenger and delivery expenses, fees and disbursements of custodians, and fees and disbursements of counsel for the Company and all independent certified public accountants, underwriters (excluding discounts and commissions) and other Persons retained by the Company; but excluding underwriting discounts and commissions and fees of any counsel, accountants and other Persons retained by DDJ and/or its Permitted Designee(s).

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Securities Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Subsidiary” means, with respect to any Person: (a) any corporation a majority of the total voting power of shares of stock of which is entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; or (b) any partnership, limited liability company, association or other business entity a majority of the partnership or other similar ownership interest of which is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes of this definition, a Person is deemed to have a majority ownership interest in a partnership, limited liability company, association or other business entity if such Person is allocated a majority of the gains or losses of such partnership, limited liability company, association or other business entity or is or controls the managing director, managing member or general partner of such partnership, limited liability company, association or other business entity.

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9.Miscellaneous.

(a)No Inconsistent Agreements. The Company has not entered and shall not hereafter enter into any agreement with respect to its securities which is inconsistent with or violates the rights granted to the holders of Registrable Securities in this Agreement.

(b)Adjustments Affecting Registrable Securities. The Company shall not take any action, or permit any change to occur, with respect to its securities which would adversely affect the ability of the holders of Registrable Securities to include such Registrable Securities in a registration undertaken pursuant to this Agreement or which would adversely affect the marketability of such Registrable Securities in any such registration (including, without limitation, effecting a stock split or a combination of shares).

(c)Remedies. Any Person having rights under any provision of this Agreement shall be entitled to enforce such rights specifically to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. Remedies available specifically hereunder are cumulative with each other and with all other remedies available at law and not specifically precluded hereby. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that, in addition to any other rights and remedies existing in its favor, any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or other security) for specific performance and for other injunctive relief in order to enforce or prevent violation of the provisions of this Agreement.

(d)Amendments and Waivers. Except as otherwise provided herein, the provisions of this Agreement may be amended or waived only upon the prior written consent of the Company and DDJ. The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

(e)Successors and Assigns. All covenants and agreements in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not. In addition, whether or not any express assignment has been made, the provisions of this Agreement which are for the benefit of purchasers or holders of Registrable Securities are also for the benefit of, and enforceable by, any designee of DDJ set forth on Schedule A hereto; provided that any such designee executes a joinder to this Agreement substantially in the form of Exhibit A hereto (each such designee, a “Permitted Designee”).

(f)Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law and in a manner consistent with each other so as to carry out the purposes and intent of the parties hereto, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

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(g)Counterparts. This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Agreement.

(h)Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

(i)Notices. All notices, requests, consents and other communications provided for herein shall be in writing and shall be (i) delivered in person, (ii) transmitted by telecopy, (iii) sent by first-class, registered or certified mail, postage prepaid, or (iv) sent by reputable overnight courier service, fees prepaid, to the recipient at the address or telecopy number set forth below, or such other address or telecopy number as may hereafter be designated in writing by such recipient. Notices shall be deemed given upon personal delivery, seven (7) days following deposit in the mail as set forth above, upon acknowledgment by the receiving telecopier or one (1) day following deposit with an overnight courier service.

If to the Company:

Iconix Brand Group, Inc.

1450 Broadway - 4^th Floor

New York, NY 10018

Telecopy:(212) 391-0127

Attention: Mr. Neil Cole

with a copy to (which shall not constitute notice to the Company):

Blank Rome LLP

405 Lexington Avenue

New York, NY 10174

Telecopy:(212) 885-5001

Attention:Robert J. Mittman, Esq.

If to DDJ:

DDJ Capital Management, LLC

130 Turner Street

Building 3, Suite 600

Waltham, MA 02453

Telecopy:(781) 283-8541

Attention:Tony Ranaldi

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with a copy to (which shall not constitute notice to DDJ):

Goodwin Procter LLP

599 Lexington Avenue

New York, New York 10022

Telecopy:(212) 355-3333

Attention:Allan S. Brilliant, Esq.

or such other address or to the attention of such other Person as the recipient party shall have specified by prior written notice to the Company.

(j)GOVERNING LAW, JURY TRIAL AND JURISDICTION. THE CORPORATE LAW OF THE STATE OF DELAWARE SHALL GOVERN ALL ISSUES CONCERNING THE RELATIVE RIGHTS OF THE COMPANY AND ITS STOCKHOLDERS. ALL PROVISIONS OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS OR CHOICE OF LAW OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION WHICH WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.

(k)No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

(l)Transfer. Prior to transferring any Registrable Securities (other than a transfer pursuant to which such Registrable Securities cease to be Registrable Securities) to any Person, the Person transferring such Registrable Securities will cause the prospective transferee to execute and deliver to the Company (for itself and as the agent of the other members), a joinder to this Agreement substantially in the form of Exhibit A hereto pursuant to which the prospective transferee agrees to be bound by this Agreement to the same extent as the Person transferring such Registrable Securities with respect to the Registrable Securities so transferred. Notwithstanding anything herein to the contrary, the Company shall not be obligated to file an amendment or post effective amendment to the Short-Form Registration or a prospectus supplement to the prospectus included in the Short-Form Registration as a result of any transfer or assignment of Registration Securities by DDJ, unless such transfer or assignment was to a Permitted Designee and the Company was notified in writing of such transfer or assignment prior to the date the Short-Form Registration was filed with the SEC.

(m)Entire Agreement. Except as otherwise expressly set forth herein, this Agreement, the Purchase Agreement and the other agreements referred to herein and therein embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

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(n)Covenants Relating to Rule 144. If at any time the Company is required to file reports in compliance with either Section 13 or Section 15(d) of the Securities Exchange Act, as amended, the Company will file reports in compliance with the Securities Exchange Act, will comply with all rules and regulations of the SEC applicable in connection with the use of Rule 144 under the Securities Act and take such other actions and furnish such holder with such other information as such holder may request in order to avail itself of such rule or any other rule or regulation of the SEC allowing such holder to sell any Registrable Securities without registration, and will, at its expense, forthwith upon the reasonable request of any holder of Registrable Securities, deliver to such holder a certificate, signed by the Company’s principal financial officer, stating (i) the Company’s name, address and telephone number (including area code), (ii) the Company’s Internal Revenue Service identification number, (iii) the Company’s Commission file number, (iv) the number of shares of each class of capital stock outstanding as shown by the most recent report or statement published by the Company, and (v) whether the Company has filed the reports required to be filed under the Securities Exchange Act for a period of at least ninety (90) days prior to the date of such certificate and in addition has filed the most recent annual report required to be filed thereunder. If at any time the Company is not required to file reports in compliance with either Section 13 or Section 15(d) of the Securities Exchange Act, the Company at its expense will, forthwith upon the reasonable written request of the holder of any Registrable Securities, make available adequate current public information with respect to the Company within the meaning of paragraph (c)(2) of Rule 144 under the Securities Act.

(o)Waiver of Jury Trial. The parties to this Agreement each hereby waives, to the fullest extent permitted by law, any right to trial by jury of any claim, demand, action, or cause of action (i) arising under this Agreement or (ii) in any way connected with or related or incidental to the dealings of the parties hereto in respect of this Agreement or any of the transactions related hereto, in each case whether now existing or hereafter arising, and whether in contract, tort, equity, or otherwise. The parties to this Agreement each hereby agrees and consents that any such claim, demand, action, or cause of action shall be decided by court trial without a jury and that the parties to this Agreement may file an original counterpart of a copy of this Agreement with any court as written evidence of the consent of the parties hereto to the waiver of their right to trial by jury.

* * * * *

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties have executed this Stock Issuance and Registration Rights Agreement as of the date first written above.

ICONIX BRAND GROUP, INC.
By:	/s/ David Conn
	Name:David Conn
	Its:      Executive Vice President

DDJ CAPITAL MANAGEMENT, LLC
By:	/s/ David J. Breazzano
	Name: David J. Breazzano
	Its:Member

SCHEDULE A

PERMITTED DESIGNEES

Southlake & Co. (note:  this is the nominee name for GMAM Investment Funds Trust II, one of the DDJ lenders.  The custodian requests that all physical stock certificates be issued in nominee name, rather than the name of the lender, for administrative, custodial reasons).

Physical delivery instructions:

DTC/New York Window

55 Water Street

New York, NY  10041

Phone:  (212) 855-2441

Fax:  (212) 855-2555

Attn:  Robert Mendez for the account of State Street

Account Name: GMAM Investment Funds Trust II
Account Number:  7M2E

Wire instructions:

State Street Bank & Trust Co., Boston

ABA #011 000 028

Ref: GMAM Investment Funds Trust II
Account Number: 
DDA#

The October Fund, Limited Partnership

Physical delivery instructions:

Goldman Sachs & Co.

Attention:  Anthony Destro
One New York Plaza, 44^th Floor

New York, NY  10004

A/C #

Account Name:  The October Fund, Limited Partnership

Wire instructions:

JPMorgan Chase Bank, N.Y.
ABA # 021000021
F/A/O Goldman Sachs & Co., N.Y.
A/C  #

F/F/C The October Fund, LP
A/C #

DDJ October Fund Onshore Feeder, Limited Partnership

Physical delivery instructions:

Morgan Stanley & Co.

2000 Westchester Avenue

Purchase, NY  10577

Account Name: DDJ October Fund Onshore Feeder, Limited Partnership

A/C: 

Attn:  Brian Blum, Prime Brokerage
DTC Participant #:  050

Wire instructions:

Citibank, N.A. New York
ABA # 021000089
Account - Morgan Stanley & Co., NY
Account Number
Account Name:  DDJ October Fund Onshore Feeder, Limited Partnership
Account Number 

October OS Investment Sub 2005, Ltd.

Physical delivery instructions:

Morgan Stanley & Co.

2000 Westchester Avenue

Purchase, NY  10577

Account Name:  DDJ October Fund Offshore Feeder, L.P.

A/C: 

Attn:  Brian Blum, Prime Brokerage

Wire instructions:

Citibank, N.A. New York
ABA# 02-000-089
F/A/O Morgan Stanley & Co., NY
A/C#
F/F/C:  October OS Invest Sub 2005 Ltd.
A/C#: 

Contrarian Funds, LLC

Physical delivery instructions:

Jonathan Neiss

Contrarian Capital Management

411 West Putnam Avenue - Suite 225

Greenwich, CT 06830

Wire instructions:

Citibank 
ABA# 021-000-089
A/C Bear Stearns Securities Corp.

A/C#  

F/C to Contrarian Funds, LLC

A/C#

The Foothill Group, Inc.

Physical delivery instructions:

Smith Barney

15260 Ventura Blvd, #1900

Sherman Oaks, CA 91403

DTC # 418

Acct #

Attn: Dave Ruderman/ Susan Agiert
Ph (818)382-5752
Fax (818)382-5768

Wire instructions:

Chase Manhattan Bank

New York, New York
ABA #:  021-000-021
Credit:  Foothill Group, Inc.
Acct #: 

Greenco Enterprises, Inc.

Physical delivery instructions:  TBD

Wire instructions:  TBD

EXHIBIT A

FORM OF JOINDER TO REGISTRATION RIGHTS AGREEMENT

JOINDER to the Registration Rights Agreement (this “Joinder”), dated as of [_____], 2006, by and among [______________], a [_________] (the “Company”), and [______________], a [_________] (the “Agreement”), is made and entered into as of [__________] by and between the Company and [Holder] (the “Holder”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement.

WHEREAS, the Holder has acquired certain Common Stock of the Company and the Holder and the Company desire that the Holder, as a holder of such Common Stock, become a party to the Agreement, and the Holder agrees to do so in accordance with the terms hereof.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Joinder hereby agree as follows:

1.Agreement to be Bound. The Holder hereby agrees that upon execution of this Joinder, it shall become a party to the Agreement and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the Agreement as though an original party thereto and shall be deemed a [DDJ] for all purposes thereof. In addition, the Holder hereby agrees that all Common Stock held by the Holder shall be deemed Registrable Securities for all purposes of the Agreement.

2.Successors and Assigns. Except as otherwise provided herein, this Joinder shall bind and inure to the benefit of and be enforceable by the Company and its successors and assigns and the Holder and any subsequent holders of the Holder’s Registrable Securities and the respective successors and assigns of each of them, so long as they hold any Registrable Securities.

3.Counterparts. This Joinder may be executed in separate counterparts each of which shall be an original and all of which taken together shall constitute one and the same agreement.

4.Notices. For purposes of Section 9(i) of the Agreement, all notices, demands or other communications to the Holder shall be directed to:

[Name]

[Address]

[Attention]

[Facsimile Number]

5.Governing Law. The corporate law of the State of Delaware shall govern all issues concerning the relative rights of the Company and its stockholders. All other provisions of this Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to principles of conflicts of laws or choice of law of the State of New Yorkor any other jurisdiction which would result in the application of the law of any jurisdiction other than the State of New York.

6.Descriptive Headings. The descriptive headings of this Joinder are inserted for convenience only and do not constitute a part of this Joinder.

* * * * *

IN WITNESS WHEREOF, the parties hereto have executed this Joinder as of the date first above written.

     [_______________________]

By:
	Name:
	Title:

[HOLDER]
By:
	Name:
	Title:

EX-99.1

Execution Copy

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 August 28, 2006

NOTE PURCHASE AGREEMENT

THIS NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of August 28, 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”).

W I T N E S S E T H

WHEREAS, Iconix, pursuant to that certain Capital Contribution Agreement, dated August 28, 2006, by and between Iconix and the Issuer (the “London Fog Contribution Agreement”), is contributing certain Assets to the Issuer;

WHEREAS, the Issuer (a) has pledged to Wilmington Trust Company (the “Trustee”) for the benefit of the Noteholders, all of the right, title and interest (but none of the obligations) in and to the Collateral pursuant to that certain Fifth Amended and Restated Indenture, dated as of August 28, 2006, by and between the Issuer and the Trustee (the “Fifth Amended and Restated Indenture”) and (b) contemporaneously herewith has issued its $159,941,998 IP Holdings LLC Asset-Backed Notes (the “Notes”) pursuant to terms of the Fifth Amended and Restated Indenture; and

WHEREAS, the Issuer desires to sell the Notes to the Purchaser, and the Purchaser desires to purchase the Notes.

NOW, THEREFORE, the parties hereto agree as follows:

Section 1.Definitions. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Fifth Amended and Restated Standard Definitions attached hereto as Appendix A. The Fifth Amended and Restated Indenture, the Security Agreements, the London Fog Contribution Agreement, the Management Agreement and the Servicing Agreement are collectively referred to herein as the “Operative Documents”.

Section 2.Terms of Issuance of the Notes. The Issuer agrees to sell the Notes, and subject to the terms and obligations of this Agreement, the Purchaser agrees to purchase the Notes on the Closing Date for the cash amount of $29,000,000 and the exchange of the April Notes for the Notes (the “Purchase Price”). The Notes shall be registered in such names (which may be, if so indicated, a nominee name) as the Purchaser may direct. The Notes shall include the legend regarding restrictions on transfer set forth in Section 2.2 of the Fifth Amended and Restated Indenture.

The closing of the sale of the Notes (the “Closing”) shall be held at the office of Baker & McKenzie LLP, 1114 Avenue of the Americas, New York, New York 10036, at 10:00 AM New York City time, on August 28, 2006, (the “Closing Date”) or at such other date and time as may be acceptable to the parties hereto.

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The cash portion of the Purchase Price shall be paid to the Issuer or its designee on the Closing Date by wire transfer of federal funds or other immediately available funds in accordance with written instructions furnished by the Issuer not later than two Business Days preceding the Closing Date. The April Notes shall be delivered to the Trustee, and the Trustee shall acknowledge receipt thereof, on the Closing Date.

In addition to the delivery of the Notes, the Issuer shall execute and deliver on the Closing Date (a) each of the Operative Documents and (b) an appropriate receipt acknowledging receipt of the Purchase Price for its Notes.

Section 3.Representations and Warranties of Iconix and the Issuer. Except as provided in paragraph (b) below, Iconix, for itself, the Manager and IPHM, and the Issuer, for itself and only itself, severally represent and warrant to the Purchaser, as of the Closing Date as follows (but (I) in each case only with respect to the portions of the representations and warranties that specifically refer to Iconix (and the Manager and IPHM), in the case of Iconix, or the Issuer, in the case of the Issuer and (II) in the case of information and documents supplied after the Closing Date, only with respect to such information and documents supplied by Iconix (or the Manager and IPHM), in the case of Iconix, or the Issuer, in the case of the Issuer):

(a)Each of the Issuer and the Manager is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware, with power and authority to own its properties and conduct its business as now being and hereafter proposed to be conducted; and each of the Issuer and the Manager is duly qualified to do business as a foreign entity in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except in such jurisdictions where the failure to be so qualified could not reasonably be expected to have a materal adverse effect on its ability to perform its obligations under the Operative Documents to which it is a party.

(b) (i) Each of Iconix and IPHM is an entity duly formed, validly existing and in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as now being and hereafter proposed to be conducted; (ii) Iconix is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except in such jurisdictions where the failure to be so qualified could not reasonably be expected to have a materal adverse effect on the ability of Iconix to perform its obligations under the London Fog Contribution Agreement; and (iii) IPHM is duly qualified to do business as a foreign entity in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except in such jurisdictions where the failure to be so qualified could not reasonably be expected to have a material adverse effect on the ability of IPHM to perform its obligations under the Operative Documents to which it is a party.

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(c)Each of the Issuer, IPHM, Iconix and the Manager has full power and authority to execute and deliver the Operative Documents delivered on the Closing Date to which it is a party, and to perform its respective obligations thereunder, and in the case of the Issuer, to authorize, issue and sell the Notes as contemplated by this Agreement. The Notes, this Agreement and each of the Operative Documents to which Iconix, IPHM, the Manager or the Issuer are parties have been duly authorized and on the Closing Date, each of such documents will have been duly executed and delivered by the parties thereto.

(d)Assuming the due authorization, execution and delivery thereof by the other parties thereto, each Operative Document to which the Issuer, IPHM, Iconix or the Manager is a party will constitute a valid and legally binding obligation of such party, enforceable in accordance with its respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(e)No consent, approval, authorization, or order of, or filing with any governmental agency or body or any court is required for the consummation of the transactions contemplated by the Operative Documents or in connection with the issuance and sale of the Notes by the Issuer.

(f)The consummation of the transactions contemplated by the Operative Documents to which Iconix, IPHM the Issuer or the Manager, as the case may be, is a party, and the fulfillment of the terms thereof will not (i) conflict with or result in a breach of, or constitute a default under, any of the provisions of any indenture, mortgage, deed of trust, contract, or other instrument to which any of the Issuer, IPHM, Iconix or the Manager is a party or by which any of them is bound or (ii) result in a creation or imposition of any lien (other than the Lien of the Fifth Amended and Restated Indenture) upon any of the properties or assets of any of the Issuer, IPHM, Iconix or the Manager pursuant to the terms of any such indenture, mortgage, deed of trust, contract or other instrument.

(g)The execution, delivery and performance of each of the Operative Documents to which any of Iconix, IPHM, the Issuer or the Manager, as the case may be, is a party, and the issuance and sale of the Notes by the Issuer and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Issuer, IPHM, Iconix, the Manager or any of their properties, or any agreement or instrument to which the Issuer, IPHM, Iconix or the Manager is a party or by which the Issuer, IPHM, Iconix or the Manager is bound or to which any of the properties of the Issuer, IPHM, Iconix or the Manager is subject, or the organizational documents of the Issuer, IPHM, Iconix or the Manager.

(h)Each of the Issuer, IPHM, Iconix and the Manager possesses all necessary certificates, authorities or permits issued by appropriate governmental agencies or bodies necessary to conduct the business now operated by such party and has not received any noticeof proceedings relating to the revocation or modification of any such certificate, authority or permit that, if determined adversely to the Issuer, IPHM, Iconix or the Manager, as the case may be, would individually or in the aggregate have a material adverse effect on such party.

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(i)Iconix has (i) acquired good and indefeasable title to the London Fog Assets (as defined in the London Fog Contribution Agreement) (ii) acquired such assets for fair value, and (iii) consummated such acquisition substantially in accordance with that certain Asset Purchase Agreement, dated as of August 21, 2006, between Iconix and London Fog Group, Inc..

(j) The Licenses identified on Exhibit A-2 to the London Fog Contribution Agreement constitute all licenses which relate to the London Fog trademark to which the Issuer shall be a party as licensor.

(k)There are (i) no claims of infringement in connection with use of the Trademarks, (ii) no proceedings or circumstances which would materially adversely affect the value of the applications and registrations listed in Exhibit A-1A to the London Fog Contribution Agreement, and (iii) no facts or claims that would prevent Iconix from having unrestricted use of the applications and registrations listed in Exhibit A-1A to the London Fog Contribution Agreement in connection with the corresponding goods and/or services.

(l)There are no pending actions, suits or proceedings against or affecting the Issuer, IPHM, Iconix, the Manager or any of their respective properties that, if determined adversely to such party, would individually or in the aggregate have a material adverse effect on such party, or would materially and adversely affect the ability of the Issuer, IPHM, Iconix or the Manager, as the case may be, to perform its respective obligations under any of the Operative Documents to which it is a party, or which are otherwise material in the context of the sale of the Notes; and, to each of the Issuer’s, IPHM’s, Iconix’s and the Manager’s knowledge, no such actions, suits or proceedings are threatened or contemplated.

(m)Assuming that the Notes are offered in the manner contemplated by this Agreement, that the Purchaser’s representations and warranties in the investor letter, substantially in the form attached hereto as Exhibit A, are true and correct in all material respects and that any subsequent holder of a Note complies with Section 3.5 of the Fifth Amended and Restated Indenture, the Issuer is not an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the United States Investment Company Act of 1940, as amended, (the “Investment Company Act”); and the Issuer is not and, after giving effect to the offering and sale of the Notes and the application of the proceeds thereof, will not be an “investment company” as defined in the Investment Company Act.

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(n)No form of general solicitation or general advertising was used by Iconix, IPHM, the Manager or the Issuer or its representatives in connection with the offer and sale of the Notes. No investors were solicited or otherwise approached by Iconix, IPHM, the Manager or the Issuer or any representative of any of them for the purpose of offering the Notes for sale who were not institutional investors. The Issuer has not issued or sold any Notes within the six-month period immediately preceding the date hereof or securities that could be integrated with the Notes. Neither the Issuer nor any representative on its behalf has offered or sold, nor will any of them offer or sell, any Notes in any manner that would render the issuance and sale of the Notes a violation of the Securities Act or any state securities or “Blue Sky” laws, or require registration pursuant thereto, nor has any of them authorized, nor will any authorize, any Person to act in such manner.

(o)Neither this Agreement nor any other document, certificate or statement furnished to the Purchaser by or on behalf of the Issuer or Iconix in connection herewith contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein and therein, in light of the circumstance in which they were made, not misleading. There is no fact or facts peculiar to Iconix or any of its Affiliates which materially adversely affects or in the future may (so far as the Issuer can now reasonably foresee), individually or in the aggregate, reasonably be expected to materially adversely affect the business, property or assets, or financial condition of Iconix or any of its Affiliates and which has not been set forth in this Agreement or in the other documents, certificates and statements furnished to the Purchaser by or on behalf of the Issuer prior to the date hereof in connection with the transactions contemplated hereby.

(p)Assuming that the Purchaser’s representations and warranties in the investor letter, substantially in the form attached hereto as Exhibit A, are true and correct in all material respects, the offer and sale of the Notes to the Purchaser in the manner contemplated by this Agreement will be exempt from the registration requirements of the Securities Act and it is not necessary to qualify an indenture in respect of the Notes under the United States Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

(q)Each of the representations and warranties of the Issuer, IPHM, Iconix and the Manager set forth in each of the Operative Documents to which they are a party is true and correct in all material respects.

(r)No Transaction Document has been terminated or amended, except as pursuant to the consummation of the transactions contemplated by the Operative Documents or in connection with the issuance and sale of the Notes by the Issuer.

(s)Any taxes, fees and other governmental charges in connection with the execution and delivery of the Operative Documents or the execution, delivery and sale of the Notes have been or will be paid prior to the Closing Date.

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Section 4.Representations and Warranties of the Issuer.

(a)The Notes have been duly authorized; and when the Notes are authenticated, delivered and paid for pursuant to this Agreement on the Closing Date, such Notes will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Issuer, enforceable against the Issuer in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(b)The Issuer has not entered and will not enter into any contractual arrangement with respect to the distribution of the Notes except for this Agreement.

Section 5.Covenants of Iconix and the Issuer.

(a)Iconix will pay all present and future recording and filing fees, and all legal, financial and miscellaneous out-of-pocket expenses and costs incurred in connection with the negotiation and consummation of this Agreement and closing the transactions hereby contemplated, including, but not limited to (i) all expenses incidental to the performance of its or the Manager’s obligations under the Operative Documents including all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Notes, the preparation of the Operative Documents and any other document relating to the issuance, offer, sale and delivery of the Notes; (ii) the fees and expenses of Standard & Poor’s Corporation CUSIP Service Bureau in connection with obtaining a private placement number with respect to the Notes; and (iii) the agreed upon fees, expenses and disbursements of Baker & McKenzie LLP. Without limiting any provisions of the Operative Documents, the Issuer further agrees that it will pay or cause to be paid, promptly upon demand, all reasonable expenses incurred by the Purchaser in connection with the making of any amendments, supplements or modifications to, or the giving of any release, consent or waiver in respect of, this Agreement and any Operative Document executed pursuant hereto or thereto, including the fees and disbursements of counsel for the Purchaser in connection therewith, in each case that are related to or arising out of a request of, or an action taken by or that are otherwise required or caused by, directly or indirectly, the Issuer, IPHM, Iconix or the Manager, whether or not such modifications or amendments are consummated or all consents are obtained. Without limiting the any provisions of the Operative Documents, the Issuer further agrees that it will pay, or reimburse the Purchaser for, promptly upon demand, all costs and expenses (including reasonable legal fees and disbursements) incident to or in connection with (i) any action taken by the Purchaser, in good faith, to enforce its rights and remedies under this Agreement or any other Operative Document and (ii) any bankruptcy or insolvency proceedings involving Iconix or IPHM or any of their Affiliates.

(b)The Issuer shall use its reasonable efforts to ensure that it will not be or become, a management company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act, although it may rely on the investor letter delivered by the Purchaser and assume compliance with the provisions of Section 3.5 of the Fifth Amended and Restated Indenture. The Issuer further agrees to comply with the undertaking stated to be made by it in the final sentence of paragraph 5 of the investor letter delivered by the Purchaser.

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Section 6.Conditions of the Purchaser’s Obligations. The obligations of the Purchaser to purchase and pay for the Notes on the Closing Date will be subject to the accuracy of the representations and warranties on the part of the Issuer and Iconix herein, the accuracy of the statements of officers of the Issuer made pursuant to the provisions hereof, to the performance by the Issuer of its obligations hereunder and to the following additional conditions precedent:

(a)There shall not have occurred (i) any change, or any development or event involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Issuer, IPHM, Iconix, the Manager or any of their respective Affiliates which, in the judgment of the Purchaser, is material and adverse and makes it impractical or inadvisable to proceed with completion of the purchase of the Notes; (ii) any downgrading in the rating of any debt securities of Iconix or any of its Affiliates by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Securities Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of Iconix or any of its Affiliates (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of Iconix or any of its Affiliates on any exchange or in the over-the-counter market; (iv) any banking moratorium declared by U.S. Federal or New York authorities; or (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress, any financial market disruption or any other substantial national or international calamity or emergency if, in the judgment of the Purchaser, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the purchase of the Notes.

(b)The Notes shall have been duly authorized, executed, authenticated, delivered and issued and shall be entitled to the benefits of the Fifth Amended and Restated Indenture. Each of the Operative Documents and this Agreement shall have been duly authorized, executed and delivered by the respective parties thereto and shall be in full force and effect, and all conditions precedent contained in the Operative Documents shall have been satisfied.

(c)The Purchaser and the Trustee shall have each received a counterpart original, together with any required conformed copies of the Operative Documents and all closing documents delivered at or prior to the Closing.

(d)The Purchaser and the Trustee shall have each received signature and incumbency certificates executed by the authorized officers or manager of each of the Issuer, IPHM, Iconix and the Manager, to enable each of them to enter into the Operative Documents to which such entity is a party.

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(e)All corporate, limited liability company and other proceedings in connection with the transactions contemplated hereby and the other Operative Documents and all documents, opinions and certificates incident thereto shall be satisfactory in form and in substance to the Purchaser, and the Purchaser shall have received such other documents and certificates incident to such transaction as the Purchaser shall reasonably request.

(f)The Purchaser shall have received from counsel to each party to the Operative Documents (including the Servicer, the Manager and the Trustee), written opinions dated the Closing Date and in form and substance satisfactory to the Purchaser, covering such matters as the Purchaser may reasonably request, including but not limited to the following:

(i)Corporate Opinions. An opinion in respect of each party to the Operative Documents that such party has been duly formed and is existing and in good standing under the laws of its State of formation, with all requisite power and authority to own its properties and conduct its business; and such party is duly qualified to do business as a foreign entity in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the financial position of such party.

(ii)Legal, Valid, Binding and Enforceable. An opinion in respect of each party to the Operative Documents and this Agreement that each such document to which it is a party has been duly authorized, executed and delivered and constitutes the valid and legally binding obligation of each party, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(iii)Notes. An opinion that the Notes have been duly authorized, executed, authenticated, issued and delivered; and constitute valid and legally binding obligations of the Issuer, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(iv)No Consents Required. An opinion in respect of each party to the Operative Documents that in respect of such party, no consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by the Operative Documents, except as set forth or contemplated therein.

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(v)Litigation. An opinion (which may be from the General Counsel of Iconix) in respect of each party to the Operative Documents that in respect of such party, to such counsel’s knowledge (after due inquiry) there are no pending actions, suits or proceedings against or affecting such party, any of its subsidiaries or any of their respective properties that, if determined adversely to such party or any of its subsidiaries, would individually or in the aggregate have a material adverse effect, or would materially and adversely affect the ability of such party to perform its obligations under the Operative Documents; and to such counsel’s knowledge, no such actions, suits or proceedings are threatened or contemplated.

(vi)Non-Contravention. An opinion (which in the case of clause (a)(ii) and (b) may be from the General Counsel of Iconix) in respect of each party to the Operative Documents that, in respect of such party, the execution, delivery and performance of the Operative Documents to which it is a party will not result in a breach or violation (a)(i) of any of the terms and provisions of, or constitute a default under, any statute, any rule, regulation or, (ii) to such counsel’s knowledge, of any order of any governmental agency or body or any court having jurisdiction over such party or any subsidiary of such party or any of their properties, or (b) to such counsel’s knowledge, of any agreement or instrument to which such party or any such subsidiary is a party or, to such counsel’s knowledge, by which such party or any such subsidiary is bound or to which any of the properties of such party or any such subsidiary is subject, or the organizational documents of such party or any such subsidiary.

(vii)Securities Laws. An opinion that it is not necessary in connection with the offer, sale and delivery of Notes by the Issuer to the Purchaser pursuant to this Agreement to register the Notes under the Securities Act or to qualify the Fifth Amended and Restated Indenture under the Trust Indenture Act.

(viii)Investment Company Act. An opinion that the Issuer is not and, after giving effect to the offering and sale of the Notes and the application of the proceeds thereof, will not be an “investment company” as defined in the Investment Company Act.

(ix)Federal Income Tax. An opinion that for U.S. federal income tax purposes, the Notes will be treated as indebtedness of the Issuer.

(x)Contribution. An opinion to the effect that in the event that Iconix was to become a debtor in a case under the Bankruptcy Code, a court of competent jurisdiction would hold that the Assets would not constitute property of Iconix’s bankruptcy estate.

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(xi)Non-Consolidation. An opinion to the effect that in the event that Iconix was to become a debtor in a case under the Bankruptcy Code, a court of competent jurisdiction would not disregard the separate existence of Iconix, on the one hand, and the Issuer, on the other hand, so as to order the substantive consolidation of the assets and liabilities of (a) the Issuer, on the one hand, and (b) Iconix, on the other hand.

(xii)Security Interests. An opinion to the effect that (i) in the event that the transfer of the Assets from Iconix to the Issuer shall be considered a loan secured by the Assets, upon execution of the London Fog Contribution Agreement and upon the filing of financing statements, assignments and trademark filings with the Patent and Trademark Office related thereto (collectively, the “Filing Statements”), the Issuer will have a perfected first priority security interest in the Assets which may be perfected by filing in the United States, and (ii) upon execution of the Fifth Amended and Restated Indenture, and upon the filing of the Filing Statements related thereto, the Trustee will have a perfected first priority security interest in the Collateral which may be perfected by filing in the United States.

(xiii)Intellectual Property Title Opinion. An opinion to the effect that (A) the Issuer owns the Assets contributed pursuant to the London Fog Contribution Agreement, (B) each application and registration with respect to such Assets is owned by the Issuer and will, upon proper filing or recording, stand in the name thereof on the records of all relevant office registries, free and clear of any liens, (C) each Asset relating to a trademark contributed by Iconix is a valid trademark and (D) to the knowledge of such counsel, there are no claims or proceedings regarding infringement in connection with the use of, or threaten the validity or value of the Assets.

(g)The Purchaser shall have received from each party to the Operative Documents such information, certificates and documents as the Purchaser may reasonably have requested and all proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be in all material respects reasonably satisfactory in form and substance to the Purchaser.

(h)The CUSIP Service Bureau of Standard & Poor’s shall have assigned a private placement number for the Notes and the Purchaser shall have received evidence reasonably satisfactory to the Purchaser of such number.

(i)The Purchaser shall have received evidence satisfactory to it from the Trustee, confirming receipt by the Trustee of the deposit of funds into the Liquidity Reserve Account pursuant to Section 12.1 of the Fifth Amended and Restated Indenture in the amount of $1,350,000 on the Closing Date.

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(j)The Purchaser shall have received evidence reasonably satisfactory to it and its special counsel that UCC-1 financing statements and any other similar statements or documentation with respect to perfection of security interests in the Assets for the benefit of the Issuer and the Trustee have been, or will be, filed in the appropriate filing offices in the Covered Jurisdictions, and all other actions have been taken reflecting the assignment of the interests of Iconix in the Assets to the Issuer, as required pursuant to the provisions of the London Fog Contribution Agreement.

(k)On or before the Closing Date, the Purchaser shall have received a fee calculated as 0.20689% of the Initial London Fog Note Principal Balance.

(l)The fees and expenses identified in Section 5(a) shall have been paid or provided for to the satisfaction of the Purchaser.

(m)The Asset Purchase Agreement, dated as of August 21, 2006 between Iconix and London Fog Group, Inc. shall have been approved pursuant to Section 363(b) of the Bankruptcy Code by the U.S. Bankruptcy Court of the District of Nevada, pursuant to an Order substantially in the form attached as Exhibit C to such agreement, finding, among other things that (i) the Debtors (as defined in such Order) are the sole owners of the London Fog Assets and have the power and authority to convey full and complete title to the London Fog Assets to Iconix, and (ii) the assignment to Iconix of the London Fog Assets shall be free and clear of all claims and liens of any kind pursuant to Section 363(f) of the Bankruptcy Code.

(n)The Issuer’s acceptance of the proceeds of the Notes shall be deemed its acknowledgement that the conditions to Closing set forth herein have been complied with as of the Closing Date.

The Purchaser may in its sole discretion waive compliance with any conditions to the obligations of the Purchaser hereunder.

Section 7.Indemnification.

(a)Each of the Issuer and Iconix jointly and severally agrees (i) to indemnify and hold harmless the Purchaser, its members, employees, managers, directors and officers and each person, if any, who controls such Purchaser within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which such Purchaser may become subject, under the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any breach of any of the representations and warranties of, or with respect to, the Issuer, IPHM, the Manager or Iconix contained herein, provided, however, that (i) the Issuer shall only indemnify the indemnified parties with respect to breaches of the Issuer’s representations and warranties and not with respect to a breach by any other party and (ii) Iconix shall not indemnify the indemnified parties with respect to any breach of an Issuer representation and warranty pertaining to the Assets or any Issuer continuing representations or warranties made herein that relate to, or require, action to be taken by the Issuer after the Closing Date, including the payment of the Notes.

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(b)The obligations of the Issuer and Iconix under this Section shall be in addition to any liability which the Issuer or Iconix may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Purchaser within the meaning of Section 15 of the Securities Act or the Exchange Act.

Section 8.Failure to Deliver. If, after 3:00 p.m. on the Closing Date, the Closing has not yet been consummated and the Issuer has requested the Purchaser to continue to make the Purchase Price available later that day, and if, by 5:00 p.m. New York City time on such day, the Issuer fails to tender to the Purchaser the Notes or if the conditions specified in Section 6 hereof have not been fulfilled or waived by the Purchaser, the Purchaser may thereupon elect to be relieved of all further obligations under this Agreement. In addition, Iconix shall pay to the Purchaser interest on the Purchase Price of its Notes at a variable per annum rate specified by the Purchaser, from such date until the next succeeding Business Day on which it is feasible for the Purchaser to invest such moneys in overnight funds. Nothing in this Section shall relieve the Issuer or Iconix from any of its obligations hereunder or otherwise or waive any of the Purchaser’s rights against the Issuer or Iconix.

Section 9.Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Issuer and Iconix and of the Purchaser or any of their respective officers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of the Purchaser, Iconix, the Issuer or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Notes. If for any reason the purchase of the Notes by the Purchaser is not consummated, other than as a result of a breach by the Purchaser, Iconix shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the obligations of the Issuer and Iconix pursuant to Section 7 shall remain in effect. If the purchase of the Notes is not consummated for any reason other than because of either (i) a failure of the Purchaser to fund after all conditions to Closing have been met or (ii) the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(a), Iconix will reimburse the Purchaser for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by it in connection with the offering of the Notes.

Section 10.Severability Clause. Any part, provision, representation, or warranty of this Agreement which is prohibited or is held to be void or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof.

Section 11.Notices. All communications hereunder will be in writing and, (A) if sent to the Purchaser will be mailed, delivered or telegraphed and confirmed to the Purchaser, at Mica Funding, LLC, c/o Stanfield Global Strategies, 330 Madison Avenue, 9^th Floor, New York, NY 10017, with a copy to PartnerRe New Solutions Inc. (“PartnerRe”), One Greenwich Plaza, Greenwich, CT 06830-6342, Attention: Chief Counsel, (B) if sent to the Issuer, will be mailed, delivered or telegraphed and confirmed to it at IP Holdings LLC, 103 Foulk Road, Suite 200, Wilmington, DE 19803, Attention: General Counsel, or (C) if sent to Iconix, will be mailed, delivered or telegraphed and confirmed to it at Iconix Brand Group, Inc., 1450 Broadway, New York, NY 10018, Attention: General Counsel; provided, however, that any notice to the Purchaser pursuant to Section 7 will be mailed, delivered or telegraphed and confirmed to such Purchaser.

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Section 12.Successors and Third-Party Beneficiaries. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the controlling persons referred to in Section 7 and no other person, other than as expressly provided in this paragraph, will have any right or obligation hereunder. It is agreed by the parties hereto that PartnerRe shall be a third-party beneficiary of the obligations of the Issuer and Iconix hereunder.

Section 13.Applicable Law. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK. The Issuer, the Purchaser and Iconix hereby submit to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

Section 14.Counterparts, etc. This Agreement supersedes all prior or contemporaneous agreements and understandings relating to the subject matter hereof between the Purchaser, Iconix and the Issuer. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated except by a writing signed by the party against whom enforcement of such change, waiver, discharge or termination is sought. This Agreement may be signed in any number of counterparts each of which shall be deemed an original, which taken together shall constitute one and the same instrument.

Section 15.No Petition. (a) During the term of this Agreement and for one year and one day after the retirement of the Notes, none of the parties hereto or any affiliate thereof will file any involuntary petition or otherwise institute any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law against the Issuer. The obligations of such parties under this Section 15(a) shall survive any termination of this Agreement.

(b)Each of the parties hereto (other than the Purchaser) agrees that it will not institute against, or join any other person in instituting against, the Purchaser any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other similar proceeding under the laws of any jurisdiction, for one year and one day after the latest maturing commercial paper note of the Purchaser is paid in full. The obligations of such parties under this Section 15(b) shall survive any termination of this Agreement.

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Section 16.Limited Recourse. The obligations of the Purchaser under this Agreement are solely the obligations of the Purchaser. No recourse shall be had for the payment of the Purchase Price or any other obligation or claim of or against the Purchaser arising out of or based upon this Agreement, against any employee, officer, director, affiliate, member or manager of the Purchaser or any affiliate of such person (other than with respect to Section 17 below); provided, however, that the foregoing shall not relieve any such person of any liability it might otherwise have as a result of fraudulent actions or omissions taken by it. Each party to this Agreement (other than the Purchaser) agrees that the Purchaser shall be liable for any claims that such party may have against the Purchaser only to the extent the Purchaser has funds in excess of those needed by it to pay amounts due from it on matured or maturing commercial paper notes or due from it to hedge counterparties in connection with its commercial paper program. Any and all claims by any such party against the Purchaser shall be unsecured and subordinate to the claims of the holders of the Purchaser’s commercial paper notes and of all other secured parties under the Purchaser’s commercial paper program.

Section 17.Confidentiality. Neither Iconix, the Purchaser nor any of their respective Affiliates shall make any announcement or disclosure regarding the participation of PartnerRe or any of its Affiliates in connection with the transactions contemplated in the Operative Documents, without the prior written consent of PartnerRe, except that Iconix or the Purchaser may disclose such information to such Person’s external accountants and attorneys and as required by any supervisory regulatory authority to which the disclosing party is subject or under applicable law or order in connection with any judicial proceeding. If, for any other reason than a breach of this Section 17 by Iconix and the Purchaser or a breach of any another confidentiality agreement between PartnerRe and the parties hereto, the confidential information herein otherwise becomes public, then Iconix and the Purchaser shall be permitted to disclose such public information.

Section 18.Survival of Note Purchase Agreement Representations and Warranties. Each of the Issuer and Iconix agree that each representation and warranty made by it in the Note Purchase Agreement shall survive notwithstanding the exchange of the Original Notes and the Subordinate Notes for the July Notes or the exchange of the July Notes for the September Notes or the exchange of the September Notes for the April Notes or the exchange of the April Notes for the Notes. Each of the representations and warranties of the Issuer and Iconix in the Note Purchase Agreement, the 2005 Note Purchase Agreement, the 2005-B Note Purchase Agreement and the 2006 Note Purchase Agreement are true and correct as of the date thereof and are hereby incorporated by reference.

Section 19.No Advisory or Fiduciary Responsibility. Each of the Issuer and Iconix acknowledges and agrees that: (i) the purchase and sale of the Notes pursuant to this Agreement, including the determination of the offering price of the Notes and any related discounts and commissions, is an arm’s-length commercial transaction among the Issuer, Iconix and the Purchaser and each of the Issuer and Iconix is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with the purchase and sale of the Notes, the Purchaser is and has been acting solely as a principal and is not the agent or fiduciary of either of the Issuer or Iconix, or their respective affiliates, stockholders, creditors or employees or any other party; (iii) the Purchaser has not assumed and will not assume an advisory or fiduciary responsibility in favor of either of the Issuer or Iconix with respect to any of the transactions contemplated hereby; (iv) the Purchaser and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of either of the Issuer or Iconix and that the Purchaser has no obligation to disclose any of such interests by virtue of any fiduciary or advisory relationship; and (v) the Issuer and Iconix shall each consult with its own advisors concerning the purchase and sale of the Notes and shall be responsible for making their own independent investigation and appraisal of the transaction contemplated hereby, and the Purchaser shall not have any responsibility or liability to the Issuer or Iconix with respect thereto.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the day and year above first written.

ICONIX BRAND GROUP, INC.
By:	/s/ Neil Cole
	Name:
	Title:

IP HOLDINGS LLC
by:	IP Holdings and Management Corporation its Manager

by:	/s/ Michael G. Morgan
	Name: Michael G. Morgan
	Title:  Secretary

MICA FUNDING, LLC
by:	Stanfield Global Strategies LLC its Investment Advisor

by:	/s/ Wilson Pringle
	Name: Wilson Pringle
	Title:  Managing Director Stanfield Global Strategies, LLC

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List of Omitted Appendices and Exhibits

APPENDIX A - Definitions

EXHIBIT A - Form of Investor Letter