Item 1.01. Entry into Material Definitive Agreement.

Iconix Brand Group, Inc., Delaware corporation (the "Company"), received consents from the holder of a majority in principle amount of the Company's 5.75% Convertible Senior Subordinated Secured Second Lien Notes due 2023 (the "Convertible Notes") to enter into a first supplemental indenture ("First Supplemental Indenture") to amend the Indenture, dated as of February 22, 2018 (the "Base Indenture"), by and among the Company, the guarantors party thereto, and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee ("Trustee") and as collateral agent, governing the Convertible Notes.

The First Supplemental Indenture amends the Base Indenture by (1) amending and restating the definition of "Ownership Limitation" therein to permit holders of the Convertible Notes to waive the Ownership Limitation under certain circumstances and (2) permitting a holder to convert its Convertible Notes on the same day that the Trustee has received a notice of conversion from such holder.

The foregoing description of the First Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the First Supplemental Indenture, which is filed as Exhibit 4.1 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits



  4.1   First Supplemental Indenture, dated July 2, 2021, to that certain
        Indenture, dated February 22, 2018, by and among Iconix Brand Group, Inc.
        the guarantors party thereto, and The Bank of New York Mellon Trust
        Company, N.A., a national banking association, as trustee and as
        collateral agent.

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