Item 1.01 - Entry into a Material Definitive Agreement.

On March 30, 2020, Iconix Brand Group, Inc. (the "Company"), through IBG Borrower LLC, the Company's wholly-owned direct subsidiary ("IBG Borrower"), entered into a fifth amendment and waiver (the "Amendment") to its credit agreement with Cortland Capital Market Services LLC as administrative agent and collateral agent, and the lenders party thereto from time to time (as amended, supplemented or otherwise modified and in effect from time to time, the "Credit Facility") to, among other things: (i) waive an event of default under the Credit Facility due to the Company's receipt of a going concern qualified audit opinion and (ii) modify the asset sale prepayment obligation to obligate the Company to pay 75% of the net proceeds from one or more asset sales in any fiscal year to the extent the aggregate amount of asset sale net proceeds exceeds $5.0 million.

The foregoing description is only a summary of the material provisions of the Amendment and is qualified in its entirety by reference to a copy of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

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

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01 - Financial Statements and Exhibits.





 (d) Exhibits:




Exhibit
 Number    Description
  10.1       Fifth Amendment and Limited Waiver to Credit Agreement, entered into
           as of March 30, 2020, among IBG Borrower LLC, a Delaware limited
           liability company, the Guarantors thereunder; each lender from time to
           time party thereto; and Cortland Capital Market Services LLC, a
           Delaware limited liability company, as Administrative Agent and
           Collateral Agent.

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