Exhibit
10.8


 


AMENDMENT NO. 3 TO CREDIT AGREEMENT


 


This Amendment No. 3 to
Credit Agreement dated as of June 1, 2010 (this “Amendment”) is entered
into with reference to the Credit Agreement, dated as of September 19,
2006, as so amended by Amendment No. 1 thereto, dated as of March 29,
2007 and by Amendment No. 2 thereto, dated as of July 5, 2007 (as
amended, restated, extended, supplemented or otherwise modified in writing from
time to time, the “Credit Agreement”), among Guess?, Inc. (the “Domestic
Borrower”) and Guess? Canada Corporation (the “Canadian Borrower”, and together
with Domestic Borrower, collectively, the “Borrowers”), the Lenders from time
to time party thereto, Bank of America, N.A., as Domestic Administrative Agent
and Domestic L/C Issuer, and Bank of America, N.A., acting through its Canadian
branch, as Canadian Administrative Agent and Canadian L/C Issuer (collectively,
the “Administrative Agents”). 
Capitalized terms used in this Amendment and not otherwise defined
herein are used with the meanings set forth for those terms in the Credit
Agreement.


 


1.                                       Amendments.  The Borrowers
and the Lenders hereby agree to amend the Credit Agreement as follows:


 


(a)                                  Section 2.03(a)(ii)(B) of the
Credit Agreement is hereby amended and restated to read in its entirety as
follows:


 


“(B)                          the expiry date of such
requested Letter of Credit would occur after the Letter of Credit Expiration
Date, unless all the Lenders have approved such expiry date; provided, however
that notwithstanding the foregoing the Borrowers may request, and the L/C
Issuers shall issue, Letters of Credit having expiry dates after the Letter of
Credit Expiration Date but prior to September 23, 2012 so long as the
aggregate available amount which may be drawn under such Letters of Credit does
not exceed $25,000,000.”


 


(b)                                 Section 7.03(a) of the Credit
Agreement is hereby amended and restated to read in its entirety as follows:


 


“(a)                            Investments held by the
Domestic Borrower and its Subsidiaries in the form of Cash Equivalents and, at
such times as the Domestic Borrower shall hold at least $50,000,000 of Cash
Equivalents, other Investments permitted by the Domestic Borrower’s Investment
Policy (Effective May 25, 2010) which was transmitted to the Domestic
Administrative Agent via email on May 25, 2010, together with such changes
thereto as may be acceptable to the Domestic Administrative Agent;”


 


2.                                       Conditions Precedent. 
The effectiveness of this Amendment shall be conditioned upon the
receipt by the Domestic Administrative Agent of (a) counterparts of this
Amendment executed by the Borrowers and (b) written consents hereto
executed by the Guarantors in substantially the form of Exhibit A attached
hereto.


 


3.                                       Representations and Warranties. 
The Borrowers represent and warrant to the Administrative Agents and the
Lenders that, as of the date of this Amendment, the representations and
warranties of the Domestic Borrower and each other Loan Party contained in Article V
or any other Loan Document, or which are contained in any document furnished at
any time under or in connection therewith, shall be true and correct in all
material respects on and as of the date hereof, except to the extent that such
representations and warranties specifically refer to an earlier date, in which
case they shall be true and correct in all material respects as of such earlier
date, and except that the representations and warranties contained in Sections
5.05(a) and (b) shall be deemed to refer to the most
recent statements furnished pursuant to Sections 6.01(a) and (b),
respectively, and no Default now exists.


 

















 


4.                                       Confirmation. 
In all other respects, the terms of the Credit Agreement and the other
Loan Documents are hereby confirmed.


 


5.                                       Counterparts. 
This Amendment may be executed in any number of counterparts, and all of
such counterparts taken together shall be deemed to constitute one and the same
instrument.


 


6.                                       Governing Law. 
This Amendment shall be governed by and construed in accordance with the
laws of the California.


 


2

















 


IN WITNESS WHEREOF, the
Borrowers and the Lenders have executed this Amendment as of the date first
written above by their duly authorized representatives.


 


	
   

  	
  GUESS?,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Dennis R. Secor

  
	
   

  	
  Name:
  

  	
  Dennis
  R. Secor

  
	
   

  	
  Title:

  	
  Senior
  Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GUESS?
  CANADA CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Dennis R. Secor

  
	
   

  	
  Name:
  

  	
  Dennis
  R. Secor

  
	
   

  	
  Title:

  	
  Senior
  Vice President and Chief Financial Officer

  



 


3

















 


	
   

  	
  BANK
  OF AMERICA, N.A., as Domestic Administrative Agent and Domestic Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Matthew Koenig

  
	
   

  	
  Name:
  

  	
  Matthew
  Koenig

  
	
   

  	
  Title:

  	
  Sr.
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK
  OF AMERICA, N.A., acting through its Canadian Branch, as Canadian Administrative
  Agent and Canadian Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Medina Sales de Andrade

  
	
   

  	
  Name:
  

  	
  Medina
  Sales de Andrade

  
	
   

  	
  Title:

  	
  Vice President

  



 


4

















 


Exhibit A to Amendment No. 3


 


CONSENT


 


Dated as of June 1, 2010


 


Each of the undersigned, as
Guarantors under a Guaranty (as such terms are defined in and under the Credit
Agreement referred to in the foregoing Amendment No. 3) delivered pursuant
to the Credit Agreement, hereby consent and agree to the said Amendment No. 3
and hereby confirm and agree that its Guaranty is, and shall continue to be, in
full force and effect and is hereby ratified and confirmed in all respects.


 


	
   

  	
  GUESS
  ?, Inc.

  
	
   

  	
  GUESS.com, Inc.

  
	
   

  	
  GUESS?
  Retail, Inc.

  
	
   

  	
  GUESS?
  Value, LLC

  
	
   

  	
  GUESS?
  Bermuda Holdings, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Dennis R. Secor

  
	
   

  	
  Name:
  

  	
  Dennis
  R. Secor

  
	
   

  	
  Title:

  	
  Senior
  Vice President and Chief Financial Officer

  



 


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