Exhibit 10.7


	
   

  	
   

  	
   

  



 


CREDIT AGREEMENT


 


Dated as of September 19, 2006


 


among


 


GUESS ?, INC.,


as the Domestic Borrower,


 


GUESS? CANADA CORPORATION,


as the Canadian Borrower,


 


BANK OF AMERICA, N.A.,


as Domestic Administrative Agent and Domestic L/C Issuer,


 


BANK OF AMERICA, N.A.,


acting through its Canada Branch,


as Canadian Administrative Agent and Canadian L/C Issuer,


 


and


 


The Other Lenders Party Hereto


	
   

  	
   

  	
   

  



 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  I

  	
   

  	
  DEFINITIONS AND ACCOUNTING TERMS

  	
  1

  
	
  1.01

  	
   

  	
  Defined
  Terms

  	
  1

  
	
  1.02

  	
   

  	
  Other
  Interpretive Provisions

  	
  27

  
	
  1.03

  	
   

  	
  Accounting
  Terms

  	
  28

  
	
  1.04

  	
   

  	
  Rounding

  	
  28

  
	
  1.05

  	
   

  	
  Times
  of Day

  	
  28

  
	
  1.06

  	
   

  	
  Letter
  of Credit Amounts

  	
  29

  
	
  1.07

  	
   

  	
  Currency
  Equivalents Generally

  	
  29

  
	
  ARTICLE
  II

  	
   

  	
  THE COMMITMENTS AND CREDIT EXTENSIONS

  	
  29

  
	
  2.01

  	
   

  	
  Committed
  Loans

  	
  29

  
	
  2.02

  	
   

  	
  Committed
  Borrowings, Conversions and Continuations of Committed Loans

  	
  30

  
	
  2.03

  	
   

  	
  Letters
  of Credit

  	
  32

  
	
  2.04

  	
   

  	
  Prepayments

  	
  41

  
	
  2.05

  	
   

  	
  Reduction
  or Termination of Commitments

  	
  42

  
	
  2.06

  	
   

  	
  Repayment
  of Loans

  	
  42

  
	
  2.07

  	
   

  	
  Interest

  	
  42

  
	
  2.08

  	
   

  	
  Fees

  	
  43

  
	
  2.09

  	
   

  	
  Computation
  of Interest and Fees

  	
  43

  
	
  2.10

  	
   

  	
  Evidence
  of Debt

  	
  44

  
	
  2.11

  	
   

  	
  Payments
  Generally; Administrative Agent’s Clawback

  	
  44

  
	
  2.12

  	
   

  	
  Sharing
  of Payments by Lenders

  	
  47

  
	
  2.13

  	
   

  	
  Reallocation
  of Aggregate Commitments

  	
  49

  
	
  2.14

  	
   

  	
  Suballocation
  of Letter of Credit Sublimits

  	
  50

  
	
  ARTICLE
  III

  	
   

  	
  TAXES, YIELD PROTECTION AND ILLEGALITY

  	
  50

  
	
  3.01

  	
   

  	
  Taxes

  	
  50

  
	
  3.02

  	
   

  	
  Illegality

  	
  52

  
	
  3.03

  	
   

  	
  Inability
  to Determine Rates

  	
  53

  
	
  3.04

  	
   

  	
  Increased
  Costs; Reserves on Eurodollar Rate Loans

  	
  53

  
	
  3.05

  	
   

  	
  Compensation
  for Losses

  	
  55

  
	
  3.06

  	
   

  	
  Mitigation
  Obligations; Replacement of Lenders

  	
  55

  



 


i

















 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  3.07

  	
   

  	
  Survival

  	
  56

  
	
  ARTICLE
  IV

  	
   

  	
  CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

  	
  56

  
	
  4.01

  	
   

  	
  Conditions
  of Initial Credit Extension

  	
  56

  
	
  4.02

  	
   

  	
  Conditions
  to all Credit Extensions

  	
  58

  
	
  ARTICLE
  V

  	
   

  	
  REPRESENTATIONS AND WARRANTIES

  	
  59

  
	
  5.01

  	
   

  	
  Existence,
  Qualification and Power

  	
  59

  
	
  5.02

  	
   

  	
  Authorization;
  No Contravention

  	
  59

  
	
  5.03

  	
   

  	
  Governmental
  Authorization; Other Consents

  	
  59

  
	
  5.04

  	
   

  	
  Binding
  Effect

  	
  60

  
	
  5.05

  	
   

  	
  Financial
  Statements; No Material Adverse Effect; No Internal Control Event

  	
  60

  
	
  5.06

  	
   

  	
  Litigation

  	
  61

  
	
  5.07

  	
   

  	
  No
  Default

  	
  61

  
	
  5.08

  	
   

  	
  Ownership
  of Real Property; Liens

  	
  61

  
	
  5.09

  	
   

  	
  Environmental
  Compliance

  	
  61

  
	
  5.10

  	
   

  	
  Insurance

  	
  61

  
	
  5.11

  	
   

  	
  Taxes

  	
  62

  
	
  5.12

  	
   

  	
  ERISA
  Compliance

  	
  62

  
	
  5.13

  	
   

  	
  Subsidiaries;
  Equity Interests; Loan Parties

  	
  62

  
	
  5.14

  	
   

  	
  Margin
  Regulations; Investment Company Act; Public Utility Holding Company Act

  	
  63

  
	
  5.15

  	
   

  	
  Disclosure

  	
  63

  
	
  5.16

  	
   

  	
  Compliance
  with Laws

  	
  63

  
	
  5.17

  	
   

  	
  Intellectual
  Property; Licenses, Etc

  	
  63

  
	
  ARTICLE
  VI

  	
   

  	
  AFFIRMATIVE COVENANTS

  	
  64

  
	
  6.01

  	
   

  	
  Financial
  Statements

  	
  64

  
	
  6.02

  	
   

  	
  Certificates;
  Other Information

  	
  65

  
	
  6.03

  	
   

  	
  Notices

  	
  67

  
	
  6.04

  	
   

  	
  Payment
  of Obligations

  	
  67

  
	
  6.05

  	
   

  	
  Preservation
  of Existence, Etc

  	
  67

  
	
  6.06

  	
   

  	
  Maintenance
  of Properties

  	
  68

  



 


ii

















 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  6.07

  	
   

  	
  Maintenance of Insurance

  	
  68

  
	
  6.08

  	
   

  	
  Compliance with Laws

  	
  68

  
	
  6.09

  	
   

  	
  Books and Records

  	
  68

  
	
  6.10

  	
   

  	
  Inspection Rights

  	
  68

  
	
  6.11

  	
   

  	
  Use of Proceeds

  	
  68

  
	
  6.12

  	
   

  	
  Covenant to Guarantee Obligations and Give Security

  	
  69

  
	
  6.13

  	
   

  	
  Compliance with Environmental Laws

  	
  71

  
	
  6.14

  	
   

  	
  Further Assurances

  	
  72

  
	
  6.15

  	
   

  	
  Compliance with Terms of Leaseholds

  	
  72

  
	
  6.16

  	
   

  	
  Cash Collateral Accounts

  	
  72

  
	
  ARTICLE VII

  	
   

  	
  NEGATIVE COVENANTS

  	
  72

  
	
  7.01

  	
   

  	
  Liens

  	
  73

  
	
  7.02

  	
   

  	
  Indebtedness

  	
  74

  
	
  7.03

  	
   

  	
  Investments

  	
  75

  
	
  7.04

  	
   

  	
  Fundamental Changes

  	
  77

  
	
  7.05

  	
   

  	
  Dispositions

  	
  78

  
	
  7.06

  	
   

  	
  Restricted Payments

  	
  79

  
	
  7.07

  	
   

  	
  Change in Nature of Business

  	
  79

  
	
  7.08

  	
   

  	
  Transactions with Affiliates

  	
  79

  
	
  7.09

  	
   

  	
  Burdensome Agreements

  	
  80

  
	
  7.10

  	
   

  	
  Use of Proceeds

  	
  80

  
	
  7.11

  	
   

  	
  Financial Covenants

  	
  80

  
	
  7.12

  	
   

  	
  Amendments of Organization Documents

  	
  81

  
	
  7.13

  	
   

  	
  Accounting Changes

  	
  81

  
	
  ARTICLE VIII

  	
  EVENTS OF DEFAULT AND
  REMEDIES

  	
  81

  
	
  8.01

  	
   

  	
  Events of Default

  	
  81

  
	
  8.02

  	
   

  	
  Remedies upon Event of Default

  	
  83

  
	
  8.03

  	
   

  	
  Application of Funds

  	
  84

  
	
  ARTICLE IX

  	
   

  	
  ADMINISTRATIVE AGENTS

  	
  85

  
	
  9.01

  	
   

  	
  Appointment and Authority

  	
  85

  



 


iii

















 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  9.02

  	
   

  	
  Rights as a Lender

  	
  85

  
	
  9.03

  	
   

  	
  Exculpatory Provisions

  	
  86

  
	
  9.04

  	
   

  	
  Reliance by Administrative Agent

  	
  87

  
	
  9.05

  	
   

  	
  Delegation of Duties

  	
  87

  
	
  9.06

  	
   

  	
  Resignation of Administrative Agent

  	
  87

  
	
  9.07

  	
   

  	
  Non-Reliance on Administrative Agents and Other
  Lenders

  	
  88

  
	
  9.08

  	
   

  	
  Administrative Agents May File Proofs of Claim

  	
  88

  
	
  9.09

  	
   

  	
  Collateral and Guaranty Matters

  	
  89

  
	
  ARTICLE
  X

  	
   

  	
  MISCELLANEOUS

  	
  90

  
	
  10.01

  	
   

  	
  Amendments, Etc

  	
  90

  
	
  10.02

  	
   

  	
  Notices; Effectiveness; Electronic Communications

  	
  91

  
	
  10.03

  	
   

  	
  No Waiver; Cumulative Remedies

  	
  93

  
	
  10.04

  	
   

  	
  Expenses; Indemnity; Damage Waiver

  	
  93

  
	
  10.05

  	
   

  	
  Payments Set Aside

  	
  95

  
	
  10.06

  	
   

  	
  Successors and Assigns

  	
  95

  
	
  10.07

  	
   

  	
  Treatment of Certain Information; Confidentiality

  	
  99

  
	
  10.08

  	
   

  	
  Right of Setoff

  	
  100

  
	
  10.09

  	
   

  	
  Interest Rate Limitation

  	
  101

  
	
  10.10

  	
   

  	
  Counterparts; Integration; Effectiveness

  	
  101

  
	
  10.11

  	
   

  	
  Survival of Representations and Warranties

  	
  101

  
	
  10.12

  	
   

  	
  Severability

  	
  101

  
	
  10.13

  	
   

  	
  Replacement of Lenders

  	
  102

  
	
  10.14

  	
   

  	
  GOVERNING LAW; JURISDICTION;
  ETC

  	
  102

  
	
  10.15

  	
   

  	
  WAIVER OF JURY TRIAL

  	
  103

  
	
  10.16

  	
   

  	
  No Advisory or Fiduciary Responsibility

  	
  104

  
	
  10.17

  	
   

  	
  USA PATRIOT Act Notice

  	
  104

  
	
  10.18

  	
   

  	
  California Judicial Reference

  	
  104

  



 


iv

















 


	
  SCHEDULES

  	
   

  	
   

  	
   

  
	
  2.01

  	
   

  	
  Commitments and Applicable Percentages

  	
   

  
	
  5.06

  	
   

  	
  Litigation

  	
   

  
	
  5.08(c)

  	
   

  	
  Owned Real Property

  	
   

  
	
  5.08(d)

  	
   

  	
  Leased Real Property

  	
   

  
	
  5.09

  	
   

  	
  Environmental Matters

  	
   

  
	
  5.13

  	
   

  	
  Subsidiaries and Other Equity Investments; Loan
  Parties

  	
   

  
	
  5.17

  	
   

  	
  Intellectual Property Matters

  	
   

  
	
  6.12

  	
   

  	
  Guarantors

  	
   

  
	
  7.01

  	
   

  	
  Existing Liens

  	
   

  
	
  7.02

  	
   

  	
  Existing Indebtedness

  	
   

  
	
  7.03

  	
   

  	
  Existing Investments

  	
   

  
	
  7.08

  	
   

  	
  Existing Transactions with Affiliates

  	
   

  
	
  7.09

  	
   

  	
  Certain Existing Agreements

  	
   

  
	
  10.02

  	
   

  	
  Administrative Agents’ Offices, Certain Addresses
  for Notices

  	
   

  
	
  10.06

  	
   

  	
  Processing and Recordation Fees

  	
   

  



 


EXHIBITS


 


Form of


 


	
  A

  	
   

  	
  Committed Loan Notice

  	
   

  
	
  B

  	
   

  	
  Note

  	
   

  
	
  C

  	
   

  	
  Compliance Certificate

  	
   

  
	
  D

  	
   

  	
  Assignment and Assumption

  	
   

  
	
  E

  	
   

  	
  Guaranty

  	
   

  
	
  F

  	
   

  	
  Security Agreement

  	
   

  
	
  G

  	
   

  	
  Opinion Matters — Counsel to Loan Parties

  	
   

  



 


v

















 


CREDIT AGREEMENT


 


This CREDIT AGREEMENT (“Agreement”) is entered
into as of September 19, 2006, among Guess ?, Inc., a Delaware
corporation (the “Domestic Borrower”), Guess? Canada Corporation, a
Canadian corporation and wholly-owned subsidiary of the Domestic Borrower
(together with the Domestic Borrower, collectively, the “Borrowers” and
individually, a “Borrower”), each lender from time to time party hereto
(collectively, the “Lenders” and individually, a “Lender”), Bank
of America, N.A., as Domestic Administrative Agent and Domestic L/C Issuer, and
Bank of America, N.A., acting through its Canada Branch, as Canadian
Administrative Agent and Canadian L/C Issuer.


 


In consideration of the mutual covenants and
agreements herein contained, the parties hereto covenant and agree as follows:


 


ARTICLE I


DEFINITIONS AND ACCOUNTING TERMS


 


1.01        Defined Terms. 
As used in this Agreement, the following terms shall have the meanings
set forth below:


 


“Administrative Agents” means the Domestic
Administrative Agent and the Canadian Administrative Agent.


 


“Administrative Agent’s Office” means, with
respect to either Administrative Agent, such Administrative Agent’s address
and, as appropriate, account as set forth on Schedule 10.02, or
such other address or account as such Administrative Agent may from time to
time notify to the Domestic Borrower and the Domestic Lenders, or the Canadian
Borrower and the Canadian Lenders, as the case may be.


 


“Administrative Questionnaire” means an
Administrative Questionnaire in a form supplied by the Domestic Administrative
Agent.


 


“Affiliate” means, with respect to any Person,
another Person that directly, or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common Control with the Person
specified.


 


“Aggregate Applicable Percentage” means at any
time, with respect to each Lender, a fraction (expressed as a percentage,
carried out to the ninth decimal place), the numerator of which is such Lender’s
aggregate Commitments and the denominator of which is the sum of the Aggregate
Domestic Commitments and the Dollar Equivalent of the Aggregate Canadian
Commitments, in each case immediately prior to any termination of the
Commitments.


 


“Aggregate Canadian Commitments” means the Commitments
of all the Canadian Lenders with respect to the Canadian Loans and the Canadian
Letters of Credit, which shall not exceed the Dollar Equivalent of $15,000,000
in the aggregate, subject to Section 2.13.


 

















 


“Aggregate Commitments” means the Commitments
of all the Lenders.


 


“Aggregate Credit Exposures” means, at any
time, the sum of (i) the unused portion of the Revolving Credit Facility
at such time and (ii) the Total Outstandings at such time.


 


“Aggregate Domestic Commitments” means the
Commitments of all the Domestic Lenders with respect to the Domestic Loans and
the Domestic Letters of Credit, which shall not exceed $70,000,000 in the
aggregate, subject to Section 2.13.


 


“Agreement” means this Credit Agreement.


 


“Applicable Commitment Fee Percentage” means,
at any time, in respect of the Revolving Credit Facility, (a) from the
Closing Date to the date on which the Domestic Administrative Agent receives a
Compliance Certificate pursuant to Section 6.02(a) for the
fiscal quarter ending September 30, 2006, 0.125% per annum and (b) thereafter,
the applicable percentage per annum set forth below determined by reference to
the Total Adjusted Leverage Ratio as set forth in the most recent Compliance
Certificate received by the Domestic Administrative Agent pursuant to Section 6.02(a):


 


	
  Applicable Commitment
  Fee Percentage

  
	
  Pricing
  Level

  	
   

  	
  Total Adjusted

  Leverage Ratio

  	
   

  	
  Commitment Fee

  
	
  1

  	
   

  	
  <3.00:1

  	
   

  	
  0.125%

  
	
  2

  	
   

  	
  >3.00:1 but <4.00:1

  	
   

  	
  0.250%

  
	
  3

  	
   

  	
  >4.00:1

  	
   

  	
  0.375%

  



 


Any increase or decrease in the Applicable Commitment
Fee Percentage resulting from a change in the Total Adjusted Leverage Ratio
shall become effective as of the first Business Day immediately following the
date a Compliance Certificate is delivered pursuant to Section 6.02(a);
provided, however, that if a Compliance Certificate is not
delivered when due in accordance with such Section, then Pricing Level 3 shall
apply as of the first Business Day after the date on which such Compliance
Certificate was required to have been delivered until the date such Compliance
Certificate is delivered.


 


2

















 


“Applicable Percentage” means at any time, with
respect to each Domestic Lender in regard to the Domestic Loans and the
Domestic Letters of Credit, or with respect to each Canadian Lender in regard
to the Canadian Loans, the Canadian Letters of Credit, a fraction (expressed as
a percentage, carried out to the ninth decimal place), the numerator of which
is the Dollar Equivalent amount of the Commitment of such Lender at such time
in regard to the Domestic Loans and the Domestic Letters of Credit or in regard
to the Canadian Loans and the Canadian Letters of Credit, and the denominator
of which is the amount of the Aggregate Domestic Commitments or the Dollar
Equivalent of the Aggregate Canadian Commitments as applicable at such
time.  If the commitment of each Lender
to make Loans and the obligation of the L/C Issuers to make L/C Credit
Extensions have been terminated pursuant to Section 8.02, or if the
Commitments have expired, then the Applicable Percentage of each Lender in
respect of the applicable Facility shall be determined based on the Applicable
Percentage of such Lender in respect of such Facility most recently in effect,
giving effect to any subsequent assignments. 
The initial Applicable Percentage of each Lender in respect of each
Facility is set forth opposite the name of such Lender on Schedule 2.01
or in the Assignment and Assumption pursuant to which such Lender becomes a
party hereto, as applicable.


 


“Applicable Rate” means (i) from the
Closing Date to the date on which the Domestic Administrative Agent receives a
Compliance Certificate pursuant to Section 6.02(a) for the
fiscal quarter ending September 30, 2006, 0.00% per annum for Base Rate
Loans and 0.75% per annum for Eurodollar Rate Loans and (ii) thereafter,
the applicable percentage per annum set forth below determined by reference to
the Total Adjusted Leverage Ratio as set forth in the most recent Compliance
Certificate received by the Domestic Administrative Agent pursuant to Section 6.02(a):


 


	
  Applicable Rate

  
	
  Pricing
  Level

  	
   

  	
  Total Adjusted

  Leverage Ratio

  	
   

  	
  Eurodollar Rate 

  (Standby Letters of Credit)

  	
   

  	
  Base Rate

  
	
  1

  	
   

  	
  <2.00:1

  	
   

  	
  0.50%

  	
   

  	
  0.00%

  
	
  2

  	
   

  	
  >2.00:1 but <3.00:1

  	
   

  	
  0.75%

  	
   

  	
  0.00%

  
	
  3

  	
   

  	
  >3.00:1 but <4.00:1

  	
   

  	
  1.00%

  	
   

  	
  0.00%

  
	
  4

  	
   

  	
  >4.00:1

  	
   

  	
  1.25%

  	
   

  	
  0.25%

  



 


Any increase or decrease in the Applicable Rate
resulting from a change in the Total Adjusted Leverage Ratio shall become
effective as of the first Business Day immediately following the date a
Compliance Certificate is delivered pursuant to Section 6.02(a); provided,
however, that if a Compliance Certificate is not delivered when due in
accordance with such Section, then Pricing Level 4 shall apply as of the first
Business Day after the date on which such Compliance Certificate was required
to have been delivered until the date such Compliance Certificate is delivered.


 


“Appropriate Lender” means, at any time, (a) with
respect to either Facility, a Lender that has a Commitment with respect to such
Facility or holds a Committed Loan under such Facility, at such time and (b) with
respect to a Letter of Credit Sublimit, (i) the applicable L/C Issuer and (ii) if
any Letters of Credit have been issued pursuant to Section 2.03(a),
the Lenders holding a risk participation therein.


 


“Approved Currency” means Dollars, Canadian
Dollars and Euros.


 


“Approved Fund” means any Fund that is
administered or managed by (a) a Lender, (b) an Affiliate of a Lender
or (c) an entity or an Affiliate of an entity that administers or manages
a Lender.


 


“Assignee Group” means two or more Eligible
Assignees that are Affiliates of one another or two or more Approved Funds
managed by the same investment advisor.


 


“Assignment and Assumption” means an assignment
and assumption entered into by a Lender and an Eligible Assignee (with the
consent of any party whose consent is required by Section 10.06(b),
and accepted by the applicable Administrative Agent, in substantially the form
of Exhibit D or any other form approved by the applicable
Administrative Agent.


 


3

















 


“Attributable Indebtedness” means, on any date,
(a) in respect of any Capitalized Lease of any Person, the capitalized
amount thereof that would appear on a balance sheet of such Person prepared as
of such date in accordance with GAAP, (b) in respect of any Synthetic
Lease Obligation, the capitalized amount of the remaining lease or similar
payments under the relevant lease or other applicable agreement or instrument
that would appear on a balance sheet of such Person prepared as of such date in
accordance with GAAP if such lease or other agreement or instrument were
accounted for as a Capitalized Lease and (c) all Synthetic Debt of such
Person.


 


“Audited Financial Statements” means the
audited consolidated balance sheet of the Domestic Borrower and its
Subsidiaries for the fiscal year ended December 31, 2005, and the related
consolidated statements of income or operations, shareholders’ equity and cash
flows for such fiscal year of the Domestic Borrower and its Subsidiaries,
including the notes thereto.


 


“Auto-Extension Letter of Credit” has the
meaning specified in Section 2.04(b).


 


“Availability Period” means the period from and
including the Closing Date to the earliest of (i) the Maturity Date, (ii) the
date of termination of the Commitments pursuant to Section 2.05,
and (iii) the date of termination of the commitment of each Lender to make
Committed Loans and of the obligation of the L/C Issuers to make L/C Credit
Extensions pursuant to Section 8.02.


 


“Bank of America” means Bank of America, N.A.
and its successors.


 


“Bank of America Canada” means Bank of America,
N.A., acting through its Canada Branch, and its successors.


 


“Base Rate” means for any day a fluctuating
rate per annum equal to the higher of (a) in the case of Domestic Loans,
the Federal Funds Rate plus 1/2 of 1%, and in the case of Canadian Loans, the
average rate for 30 day Canadian Dollar bankers’ acceptances that appears on
the Reuters Screen CDOR Page at 10:00 a.m. (Toronto time) on that
day, plus 1/2 of 1% per annum, and (b) the rate of interest in effect for
such day as publicly announced from time to time by Bank of America (in the
case of Domestic Loans) as its “prime rate” for loans in Dollars or Bank of
America Canada (in the case of Canadian Loans) as its “prime rate” for loans in
Canadian Dollars.  The “prime rate” is a
rate set by Bank of America or Bank of America Canada (as applicable) based
upon various factors including its costs and desired return, general economic
conditions and other factors, and is used as a reference point for pricing some
loans, which may be priced at, above, or below such announced rate.  Any change in such rate announced by Bank of
America or Bank of America Canada (as applicable) shall take effect at the
opening of business on the day specified in the public announcement of such
change.


 


“Base Rate Loan” means a Loan that bears
interest based on the Base Rate.


 


4
















 


“Borrower Materials” has the meaning specified in Section 6.02.


 


“Borrowers” has the meaning specified in the introductory
paragraph hereto.


 


“Business Day” means any day other than a Saturday, Sunday or
other day on which commercial banks are authorized to close under the Laws of,
or are in fact closed in, the state where the Administrative Agent’s Office of
the Domestic Administrative Agent is located and, if such day relates to any
Canadian Loan or Canadian Letter of Credit, means any such day other than a day
on which commercial banks are authorized to close under the Laws of, or are in
fact closed in, New York City or the province where the Administrative Agent’s
Office of the Canadian Administrative Agent is located, and, in either case, if
such day relates to any Eurodollar Rate Loan, means any such day on which
dealings in Dollar and Canadian Dollar deposits are conducted by and between
banks in the London interbank eurodollar market.


 


“Canadian Administrative Agent” means Bank of America Canada in
its capacity as Canadian administrative agent under any of the Loan Documents,
or any Canadian Lender which is a successor Canadian administrative agent
hereunder.


 


“Canadian Borrower” means Guess? Canada Corporation, a Canadian
corporation and wholly-owned subsidiary of the Domestic Borrower, or any
successor thereto.


 


“Canadian Dollar” and “Cdn. $” mean lawful money of
Canada.


 


“Canadian Facility” means, at any time, the aggregate amount of
the Canadian Lenders’ Commitments at such time.


 


“Canadian L/C Issuer” means Bank of America Canada in its
capacity as issuer of Canadian Letters of Credit hereunder, or if Bank of
America Canada shall have resigned as Canadian Administrative Agent, any other
Canadian Lender and any successor issuer of Canadian Letters of Credit
hereunder.


 


“Canadian Lender” means any Lender which is either (i) a
resident of Canada within the meaning of the ITA or (ii) a deemed resident
of Canada pursuant to subsection 212 (13.3) of the ITA in respect of any amount
paid or credited hereunder and in either case identified as a Canadian Lender
on Schedule 2.01 as amended or modified from time to time in
accordance with this Agreement.


 


“Canadian Letter of Credit” means any Letter of Credit issued by
the Canadian L/C Issuer for the account of the Canadian Borrower.


 


“Canadian Letter of Credit Sublimit” means the Letter of Credit
Sublimit for Canadian Letters of Credit.


 


“Canadian Loan” means any Loan extended by a Canadian Lender to
the Canadian Borrower.


 


5

















 


“Canadian Subsidiary” means any Subsidiary that is organized
under the laws of Canada or any political subdivision of Canada.


 


“Capital Expenditures” means, with respect to any Person for any
period, any expenditure categorized as a capital expenditure in such Person’s
financial statements prepared in accordance with GAAP.


 


“Capitalized Leases” means all leases that have been or should
be, in accordance with GAAP, recorded as capitalized leases.


 


“Cash Collateral Account” means a blocked, non-interest bearing
deposit account of one or more of the Loan Parties at Bank of America or Bank
of America Canada (or another commercial bank selected in compliance with Section 6.16)
in the name of the applicable Administrative Agent and under the sole dominion
and control of such Administrative Agent, and otherwise established in a manner
satisfactory to such Administrative Agent.


 


“Cash Collateralize” has the meaning specified in Section 2.03(g).


 


“Cash Equivalents” means any of the following types of Investments,
to the extent owned by a Borrower or any of its Subsidiaries free and clear of
all Liens (other than Liens created under the Collateral Documents and other
Liens permitted hereunder):


 


(a)           readily marketable obligations issued or
directly and fully guaranteed or insured by the United States of America or any
agency or instrumentality thereof having maturities of not more than 360 days
from the date of acquisition thereof; provided that the full faith and
credit of the United States of America is pledged in support thereof;


 


(b)           time deposits with, or insured
certificates of deposit or bankers’ acceptances of, any commercial bank that (i) (A) is
a Lender or (B) is organized under the laws of the United States of
America, any state thereof or the District of Columbia or is the principal
banking subsidiary of a bank holding company organized under the laws of the
United States of America, any state thereof or the District of Columbia, and is
a member of the Federal Reserve System, and (ii) has combined capital and
surplus of at least $250,000,000, in each case with maturities of not more than
90 days from the date of acquisition thereof;


 


(c)           commercial paper issued by any Person
organized under the laws of any state of the United States of America and rated
at least “Prime-1” (or the then equivalent grade) by Moody’s or at least “A-1”
(or the then equivalent grade) by S&P, in each case with maturities of not
more than 180 days from the date of acquisition thereof;


 


(d)           repurchase obligations with a term of not
more than 30 days for underlying securities of the types described in clause (a) above
entered into with any financial institution having combined capital and surplus
of at least $250,000,000;


 


6

















 


(e)           repurchase agreements and reverse
repurchase agreements relating to marketable direct obligations issued or
unconditionally guaranteed by the United States of America or issued by any
governmental agency thereof and backed by the full faith and credit to the
United States of America, in each case maturing within 90 days or less from the
date of acquisition; provided, that the terms of such agreements comply with
the guidelines set forth in the Federal Financial Agreements of Depository
Institutions with Securities Dealers and Others, as adopted by the Comptroller
of the Currency on October 31, 1985;


 


(f)            any evidence of Indebtedness issued by a
state, city, town, county or their agencies and paying interest which is exempt
from federal tax, provided that the maturity is 180 days or less and the
Indebtedness is rated at least A-1, SP-1 or AAA by S&P or at least P-1,
MIG-1 or Aaa by Moody’s; and


 


(g)           Investments, classified in accordance
with GAAP as current assets of the Domestic Borrower or any of its Subsidiaries,
in money market investment programs registered under the Investment Company Act
of 1940, which are administered by financial institutions that have the highest
rating obtainable from either Moody’s or S&P, and the portfolios of which
are limited solely to Investments of the character, quality and maturity
described in clauses (a) through (f) of this definition.


 


Without limitation of the foregoing, with respect to the Canadian
Borrower and its Subsidiaries, the term “Cash Equivalents” shall include any
Canadian Investments that are substantially similar to any of the foregoing.


 


“Cash Management Agreement” means any agreement to provide cash
management services, including treasury, depository, overdraft, credit or debit
card, electronic funds transfer and other cash management arrangements.


 


“Cash Management Bank” means any Person that, at the time it
enters into a Cash Management Agreement, is a Lender or an Affiliate of a
Lender, in its capacity as a party to such Cash Management Agreement.


 


“CERCLA” means the Comprehensive Environmental Response,
Compensation and Liability Act of 1980.


 


“CERCLIS” means the Comprehensive Environmental Response,
Compensation and Liability Information System maintained by the U.S.
Environmental Protection Agency.


 


“Change in Law” means the occurrence, after the Closing Date, of
any of the following: (a) the adoption or taking effect of any law, rule,
regulation or treaty, (b) any change in any law, rule, regulation or
treaty or in the administration, interpretation or application thereof by any
Governmental Authority or (c) the making or issuance of any request,
guideline or directive (whether or not having the force of law) by any
Governmental Authority.


 


“Change of Control” means an event or series of events by which:


 


7

















 


(a)           any “person” or “group” (as such terms
are used in Sections 13(d) and 14(d) of the Securities Exchange Act
of 1934, but excluding any Permitted Holder or any employee benefit plan of
such person or its subsidiaries, and any person or entity acting in its
capacity as trustee, agent or other fiduciary or administrator of any such
plan) other than the Permitted Holders becomes the “beneficial owner” (as
defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of
1934, except that a person or group shall be deemed to have “beneficial
ownership” of all securities that such person or group has the right to
acquire, whether such right is exercisable immediately or only after the
passage of time (such right, an “option right”) directly or indirectly, of 50%
or more of the equity securities of the Domestic Borrower entitled to vote for
members of the board of directors or equivalent governing body of the Domestic
Borrower on a fully-diluted basis (and taking into account all such securities
that such “person” or “group” has the right to acquire pursuant to any option
right); or


 


(b)           any Person or two or more Persons
(excluding any Permitted Holder) acting in concert shall have acquired by
contract or otherwise, or shall have entered into a contract or arrangement
that, upon consummation thereof, will result in its or their acquisition of the
power to exercise, directly or indirectly, control of the management or
policies of the Domestic Borrower, or control over the equity securities of the
Domestic Borrower entitled to vote for members of the board of directors or
equivalent governing body of the Domestic Borrower on a fully-diluted basis
(and taking into account all such securities that such Person or Persons have
the right to acquire pursuant to any option right) representing 50% or more of
the combined voting power of such securities; or


 


(c)           a “change of control” or any comparable
term under, and as defined in, the Senior Notes Documents shall have occurred.


 


“Closing Date” means the first date all the conditions precedent
in Section 4.01 are satisfied or waived in accordance with Section 10.01.


 


“Code” means the Internal Revenue Code of 1986.


 


“Collateral” means all of the “Collateral” referred to in
the Collateral Documents and all of the other property that is or is intended
under the terms of the Collateral Documents to be subject to Liens in favor of
the Administrative Agent for the benefit of the Secured Parties.


 


“Collateral Documents” means, collectively, the Pledge
Agreement, the Security Agreement, each of the Security Agreement Supplements,
security agreements, pledge agreements or other similar agreements delivered to
the Domestic Administrative Agent pursuant to Section 6.12, and
each of the other agreements, instruments or documents that creates or purports
to create a Lien in favor of the Domestic Administrative Agent for the benefit
of the Secured Parties.


 


“Commitment” means the Revolving Credit Commitment of each
Lender.  The Commitments of the Domestic
Lenders shall be denominated in Dollars and inure to the benefit of the
Domestic Borrower.  The Commitments of
the Canadian Lenders shall be denominated in Canadian Dollars and inure to the
benefit of the Canadian Borrower.


 


8

















 


“Committed Borrowing” means a borrowing consisting of
simultaneous Committed Loans of the same Type and, in the case of Eurodollar
Rate Committed Loans, having the same Interest Period.


 


“Committed Canadian Loan” has the meaning specified in Section 2.01(b).


 


“Committed Domestic Loan” has the meaning specified in Section 2.01(a).


 


“Committed Loan” means a Committed Domestic Loan or a Committed
Canadian Loan.


 


“Committed Loan Notice” means a notice of (a) a Committed
Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a
continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a),
which, if in writing, shall be substantially in the form of Exhibit A.


 


“Compliance Certificate” means a certificate substantially in
the form of Exhibit C.


 


“Consolidated Fixed Charge Coverage Ratio” means, at any date of
determination, the ratio of (a) (i) EBITDAR, less (ii) the
aggregate amount of Federal, state, local and foreign income taxes paid in
cash, less (iii) the aggregate amount of all Maintenance Capital
Expenditures (but in no event less than $10,000,000) to (b) the sum of (i) Consolidated
Interest Charges, (ii) the aggregate principal amount of all regularly
scheduled and/or contractual principal payments or redemptions or similar
acquisitions for value of outstanding debt for borrowed money, but excluding
any such payments to the extent refinanced through the incurrence of additional
Indebtedness otherwise expressly permitted under Section 7.02, (iii) real
property rental expense and (iv) the aggregate amount of all Restricted
Payments (exclusive of any Restricted Payments permitted pursuant to Section 7.06(e)),
in each case, of or by the Domestic Borrower and its Subsidiaries for the most
recently completed four fiscal quarter period.


 


“Consolidated Funded Indebtedness” means, as of any date of
determination, for the Domestic Borrower and its Subsidiaries on a consolidated
basis, the sum of (a) the outstanding principal amount of all obligations,
whether current or long-term, for borrowed money (including Obligations
hereunder) and all obligations evidenced by bonds, debentures, notes, loan
agreements or other similar instruments, (b) without duplication of
amounts included in clauses (a), (c) or (d) hereof, all direct
obligations arising under letters of credit (including standby and commercial),
bankers’ acceptances, bank guaranties, surety bonds, shipside bonds and similar
instruments, (c) all obligations in respect of the deferred purchase price
of property or services (other than trade accounts payable in the ordinary
course of business, accrued expenses, earn-outs and purchase price adjustments,
consultant fees, payroll and bonus payments to employees, and other similar
obligations, in each case only to the extent that such obligation is not
classified as indebtedness under GAAP), (d) all Attributable Indebtedness,
(e) without duplication, all Guarantees with respect to outstanding
Indebtedness of the types specified in clauses (a) through (d) above
of Persons other than the Domestic Borrower or any Subsidiary, and (f) all
Indebtedness of the types referred to in clauses (a) through (f) above
of any partnership or joint venture (other than a joint venture that is itself
a corporation or limited liability company) in which the Domestic Borrower or a
Subsidiary is a general partner or joint venturer, unless such Indebtedness is
expressly made non-recourse to the Domestic Borrower or such Subsidiary.


 


9

















 


“Consolidated Interest Charges” means, for any period of four
fiscal quarters of the Domestic Borrower and its Subsidiaries, the sum of (a) all
interest, premium payments, debt discount, fees, charges and related expenses
in connection with borrowed money (including capitalized interest) or in
connection with the deferred purchase price of assets, in each case to the
extent treated as interest in accordance with GAAP, plus (b) the portion
of rent expense under Capitalized Leases that is treated as interest in accordance
with GAAP, in each case, of or by the Domestic Borrower and its Subsidiaries on
a consolidated basis for the most recently completed period of four fiscal
quarters of the Domestic Borrower.


 


“Consolidated Net Income” means, at any date of determination,
the net income (or loss) of the Domestic Borrower and its Subsidiaries on a
consolidated basis and in accordance with GAAP for the most recently completed
four fiscal quarter period; provided that Consolidated Net Income shall
exclude extraordinary gains and extraordinary losses for such period.


 


“Contractual Obligation” means, as to any Person, any provision
of any security issued by such Person or of any material agreement, instrument
or other undertaking to which such Person is a party.


 


“Control” means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or
otherwise.  “Controlling” and “Controlled”
have meanings correlative thereto.


 


“Credit Extension” means each of the following:  (a) a Committed Borrowing and (b) an
L/C Credit Extension.


 


“Debtor Relief Laws” means the Bankruptcy Code of the United
States, the Bankruptcy and Insolvency Act (Canada) and the Companies’ Creditors
Arrangement Act (Canada) and all other liquidation, conservatorship,
bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement,
receivership, insolvency, reorganization, or similar debtor relief Laws of the
United States, Canada or other applicable jurisdictions from time to time in
effect and affecting the rights of creditors generally.


 


“Default” means any event or condition that constitutes an Event
of Default or that, with the giving of any notice, the passage of time, or
both, would be an Event of Default.


 


10

















 


“Default Rate” means (a) when used with respect to
Obligations other than Letter of Credit Fees, an interest rate equal to (i) the
Base Rate plus (ii) the Applicable Rate, if any, applicable to Base
Rate Loans plus (iii) 2% per annum; provided, however, that
with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest
rate equal to the interest rate (including any Applicable Rate) otherwise applicable
to such Loan plus 2% per annum and (b) when used with respect to
Letter of Credit Fees, a rate equal to the Applicable Rate plus 2% per
annum.


 


“Defaulting Lender” means any Lender that (a) has failed to
fund any portion of the Committed Loans or participations in L/C Obligations
required to be funded by it hereunder within one Business Day of the date
required to be funded by it hereunder, (b) has otherwise failed to pay
over to the applicable Administrative Agent or any other Lender any other amount
required to be paid by it hereunder within one Business Day of the date when
due, unless the subject of a good faith dispute, or (c) has been deemed
insolvent or become the subject of a bankruptcy or insolvency proceeding.


 


“Disclosed Litigation” has the meaning set forth in Section 5.06.


 


“Disposition” or “Dispose” means the sale, transfer,
license, lease or other disposition (including any sale and leaseback
transaction) of any property (other than cash) by any Person (or the granting
of any option or other right to do any of the foregoing), including any sale,
assignment, transfer or other disposal, with or without recourse, of any notes
or accounts receivable or any rights and claims associated therewith.  For the avoidance of doubt, the grant of a Lien
or security interest in any assets (including but not limited to accounts
receivable) shall not constitute a “Disposition” for purposes of this
Agreement.


 


“Dollar” and “$” mean lawful money of the United States.


 


“Dollar Equivalents” means, with respect to any amounts of
Canadian Dollars, an equivalent amount of Dollars determined in accordance with
subsection 1.07.


 


“Domestic Administrative Agent” means Bank of America in its
capacity as domestic administrative agent under any of the Loan Documents, or
any successor domestic administrative agent.


 


“Domestic Borrower” has the meaning specified in the
introductory paragraph hereto.


 


“Domestic Facility” means, at any time, the aggregate amount of
the Domestic Lenders’ Commitments at such time.


 


“Domestic L/C Issuer” means Bank of America in its capacity as
issuer of Domestic Letters of Credit hereunder, or if Bank of America shall
have resigned as Domestic Administrative Agent, any other Domestic Lender and
any successor issuer of Domestic Letters of Credit hereunder.


 


11

















 


“Domestic Lender” means any Lender identified as a Domestic
Lender on Schedule 2.01 as amended or modified from time to time in
accordance with this Agreement.


 


“Domestic Letter of Credit” means any Letter of Credit issued by
the Domestic L/C Issuer for the account of the Domestic Borrower.


 


“Domestic Letter of Credit Sublimit” means the Letter of Credit
Sublimit for Domestic Letters of Credit.


 


“Domestic Loan” means any Loan extended by a Domestic Lender to
the Domestic Borrower.


 


“Domestic Subsidiary” means any Subsidiary that is organized
under the laws of any political subdivision of the United States.


 


“EBITDAR” means, at any date of determination, an amount equal
to Consolidated Net Income (including income recognized from deferred revenues
on payments made by licensees) of the Domestic Borrower and its Subsidiaries on
a consolidated basis for the most recently completed four fiscal quarters plus
(a) the following to the extent deducted in calculating such Consolidated
Net Income:  (i) Consolidated
Interest Charges, (ii) the provision for Federal, state, local and foreign
income Taxes payable, (iii) depreciation and amortization expense
(including stock-based award expense amortization), (iv) real property
rental expense, (v) customary fees, costs and expenses incurred in
connection with any equity or debt offering, Investments or Indebtedness
permitted by this Agreement or in connection with the consummation of
acquisitions permitted pursuant to Section 7.03(h), (vi) restructuring
charges or reserves (including, without limitation, non-cash retention,
severance, systems establishment costs, excess pension charges, contract
termination costs including future lease commitments, and costs to consolidate
facilities and relocate employees) in an aggregate amount not to exceed
$50,000,000 through the Maturity Date and (vii) other non-recurring
expenses (excluding losses generated from barter transactions) reducing such
Consolidated Net Income which do not represent a cash item in such period or
any future period (in each case of or by the Domestic Borrower and its
Subsidiaries for such four fiscal quarter period) and minus (b) the
following to the extent included in calculating such Consolidated Net
Income:  (i) Federal, state, local
and foreign income Tax credits and (ii) all non-recurring non-cash items
(excluding gains generated from barter transactions) increasing Consolidated
Net Income (in each case of or by the Domestic Borrower and its Subsidiaries
for such four fiscal quarter period).


 


“Eligible Assignee” means any Person that meets the requirements
to be an assignee under Section 10.06(b)(iii), (v),  (vi) and
(vii) (subject to such consents, if any, as may be required under Section 10.06(b)(iii)).


 


“Environmental Laws” means any and all Federal, state,
provincial, local, and foreign statutes, laws, regulations, ordinances, rules,
judgments, orders, decrees, permits, concessions, grants, franchises, licenses,
agreements or governmental restrictions relating to pollution and the
protection of the environment or the release of any materials into the
environment, including those related to hazardous substances or wastes, air
emissions and discharges to waste or public systems.


 


12

















 


“Environmental Liability” means any liability, contingent or
otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of either Borrower, any other
Loan Party or any of their respective Subsidiaries directly or indirectly
resulting from or based upon (a) violation of any Environmental Law, (b) the
generation, use, handling, transportation, storage, treatment or disposal of
any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the
release or threatened release of any Hazardous Materials into the environment
or (e) any contract, agreement or other consensual arrangement pursuant to
which liability is assumed or imposed with respect to any of the foregoing.


 


“Environmental Permit” means any material permit, approval,
identification number license or other authorization required under any
Environmental Law.


 


“Equity Interests” means, with respect to any Person, all of the
shares of capital stock of (or other ownership or profit interests in) such
Person, all of the warrants, options or other rights for the purchase or
acquisition from such Person of shares of capital stock of (or other ownership
or profit interests in) such Person, all of the securities convertible into or
exchangeable for shares of capital stock of (or other ownership or profit
interests in) such Person or warrants, rights or options for the purchase or
acquisition from such Person of such shares (or such other interests), and all
of the other ownership or profit interests in such Person (including
partnership, member or trust interests therein), whether voting or nonvoting,
and whether or not such shares, warrants, options, rights or other interests
are outstanding on any date of determination.


 


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


 


“ERISA Affiliate” means any trade or business (whether or not
incorporated) under common control with the Domestic Borrower within the
meaning of Section 414(b) or (c) of the Code (and
Sections 414(m) and (o) of the Code for purposes of provisions
relating to Section 412 of the Code).


 


“ERISA Event” means (a) a Reportable Event with respect to
a Pension Plan; (b) a withdrawal by the Domestic Borrower or any ERISA
Affiliate from a Pension Plan subject to Section 4063 of ERISA during a
plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of
ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by the Domestic Borrower or
any ERISA Affiliate from a Multiemployer Plan or notification that a
Multiemployer Plan is in reorganization; (d) the filing of a notice of
intent to terminate, the treatment of a Plan amendment as a termination under Section 4041
or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate
a Pension Plan or Multiemployer Plan; (e) an event or condition which
constitutes grounds under Section 4042 of ERISA for the termination of, or
the appointment of a trustee to administer, any Pension Plan or Multiemployer
Plan; or (f) the imposition of any liability under Title IV of ERISA, other
than for PBGC premiums due but not delinquent under Section 4007 of ERISA,
upon the Domestic Borrower or any ERISA Affiliate.


 


13

















 


“Eurodollar Rate” means, for any Interest Period with respect to
a Eurodollar Rate Loan, the rate per annum equal to the British Bankers
Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other
commercially available source providing quotations of BBA LIBOR as designated
from time to time by the Domestic Administrative Agent in the case of Domestic
Loans and the Canadian Administrative Agent in the case of Canadian Loans) at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, for Dollar deposits in the case of
Domestic Loans and Canadian Dollars in the case of Canadian Loans (for delivery
on the first day of such Interest Period) with a term equivalent to such
Interest Period.  If such rate is not
available at such time for any reason, then the “Eurodollar Rate” for such
Interest Period shall be the rate per annum determined by the applicable
Administrative Agent to be the rate at which deposits in Dollars or Canadian
Dollars as applicable for delivery on the first day of such Interest Period in
same day funds in the approximate amount of the Eurodollar Rate Loan being
made, continued or converted by Bank of America or Bank of America Canada, as
applicable, and with a term equivalent to such Interest Period would be offered
by Bank of America’s London Branch to major banks in the London interbank
eurodollar market at their request at approximately 11:00 a.m. (London
time) two Business Days prior to the commencement of such Interest Period.


 


“Eurodollar Rate Loan” means a Committed Loan that bears
interest at a rate based on the Eurodollar Rate.


 


“Event of Default” has the meaning specified in Section 8.01.


 


“Excluded Taxes” means, with respect to either Administrative
Agent, any Lender, any L/C Issuer or any other recipient of any payment to be
made by or on account of any obligation of either Borrower hereunder, (a) Taxes
imposed on or measured by its overall net income, assets or capital (however
denominated) and franchise Taxes imposed on it (in lieu of net income Taxes) by
(i) the United States or Canada (or any political subdivision thereof), (ii) any
other Governmental Authority under the laws of which any Lender or Administrative
Agent (as the case may be) is organized or has its principal office or
maintains its applicable Lending Office or in which the Lender or
Administrative Agent is otherwise carrying on business or is deemed to be
carrying on business, or (iii) any Governmental Authority solely as a
result of a present or former connection between such recipient and the
jurisdiction of such Governmental Authority (other than any such connection
arising solely from such recipient having executed, delivered or performed its
obligations or received a payment under, or enforced, any of the Loan
Documents), (b) any branch profits Taxes imposed by the United States or
any similar Tax imposed by Canada or any other jurisdiction in which the
applicable Borrower is located, and (c) any withholding, backup
withholding or similar Tax that is (i) imposed on amounts payable to such
recipient at the time such recipient becomes a party hereto or otherwise
acquires an interest hereunder (or designates a new Lending Office), (ii) attributable
to such recipient’s failure or inability (other than as a result of a Change in
Law occurring after the time such recipient becomes a party hereto or otherwise
acquires a beneficial interest hereunder (or designates a new Lending Office))
to comply with Section 3.01(e), except to the extent that such
recipient (or its assignor, if any) was entitled, at the time of designation of
a new Lending Office (or assignment), to receive additional amounts from the
Borrower with respect to such Tax pursuant to Section 3.01(a), or (iii) required
to be deducted under applicable law from any payment hereunder on the basis of
the information provided by such recipient pursuant to Section 3.01(e).


 


14

















 


“Existing Credit Agreement” means (i) that certain Amended
and Restated Loan and Security Agreement dated as of December 20, 2002
among the Domestic Borrower, Guess? Retail, Inc., Guess.com, Inc.,
Wachovia Securities, Inc., as arranger, and the lenders party thereto, as
amended from time to time and (ii) that certain Canadian Loan and Security
Agreement dated as of December 20, 2002 among the Canadian Borrower,
Guess? Canada Retail, Inc., and Wachovia Securities, Inc., as
arranger, and the lenders party thereto, as amended from time to time.


 


“Facility” means each of the Domestic Facility and the Canadian
Facility.


 


“Federal Funds Rate” means, for any day, the rate per annum
equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published by the Federal Reserve Bank of New York
on the Business Day next succeeding such day; provided that (a) if
such day is not a Business Day, the Federal Funds Rate for such day shall be
such rate on such transactions on the next preceding Business Day as so
published on the next succeeding Business Day, and (b) if no such rate is
so published on such next succeeding Business Day, the Federal Funds Rate for
such day shall be the average rate (rounded upward, if necessary, to a whole
multiple of 1/100 of 1%) charged to Bank of America on such day on such
transactions as determined by the Domestic Administrative Agent.


 


“Fee Letter” means the letter agreement, dated September 19,
2006, among the Domestic Borrower and the Domestic Administrative Agent.


 


“Foreign Subsidiary” means any Subsidiary that is organized
under the laws of any jurisdiction other than a political subdivision of the
United States.


 


“Foreign Subsidiary Restructuring” means (i) the transfer
of the equity interests of the Canadian Borrower such that the Canadian
Borrower becomes a second- or lower-tier Foreign Subsidiary of the Domestic
Borrower, (ii) conversion, transfer or other corporate restructuring of the
Canadian Borrower to another form of entity or entities (including but not
limited to a partnership or limited liability company), and (iii) transfer
of the equity interests of Guess? Europe, B.V. such that Guess? Europe, B.V.
becomes a second- or lower-tier Foreign Subsidiary of the Domestic Borrower.


 


15
















 


“FRB” means the Board of Governors of the Federal Reserve System
of the United States.


 


“Fund” means any Person (other than a natural person) that is
(or will be) engaged in making, purchasing, holding or otherwise investing in
commercial loans and similar extensions of credit in the ordinary course of its
business.


 


“GAAP” means generally accepted accounting principles in the
United States set forth in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board or
such other principles as may be approved by a significant segment of the
accounting profession in the United States, that are applicable to the circumstances
as of the date of determination, consistently applied.


 


“Governmental Authority” means the government of the United
States or any other nation, or of any political subdivision thereof, whether
state or local, and any agency, authority, instrumentality, regulatory body,
court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government (including any supra-national bodies such as the
European Union or the European Central Bank).


 


“Granting Lender” has the meaning specified in Section 10.06(h).


 


“Guarantee” means, as to any Person, (a) any obligation,
contingent or otherwise, of such Person guaranteeing or having the economic
effect of guaranteeing any Indebtedness or other obligation payable or
performable by another Person (the “primary obligor”) in any manner,
whether directly or indirectly, and including any obligation of such Person,
direct or indirect, (i) to purchase or pay (or advance or supply funds for
the purchase or payment of) such Indebtedness or other obligation, (ii) to
purchase or lease property, securities or services for the purpose of assuring
the obligee in respect of such Indebtedness or other obligation of the payment
or performance of such Indebtedness or other obligation, (iii) to maintain
working capital, equity capital or any other financial statement condition or
liquidity or level of income or cash flow of the primary obligor so as to
enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered
into for the purpose of assuring in any other manner the obligee in respect of
such Indebtedness or other obligation of the payment or performance thereof or
to protect such obligee against loss in respect thereof (in whole or in part),
or (b) any Lien on any assets of such Person securing any Indebtedness or
other obligation of any other Person, whether or not such Indebtedness or other
obligation is assumed by such Person (or any right, contingent or otherwise, of
any holder of such Indebtedness to obtain any such Lien).  The amount of any Guarantee shall be deemed
to be an amount equal to the stated or determinable amount of the related
primary obligation, or portion thereof, in respect of which such Guarantee is
made or, if not stated or determinable, the maximum reasonably anticipated
liability in respect thereof as determined by the guaranteeing Person in good
faith.  The term “Guarantee” as a
verb has a corresponding meaning.


 


16

















 


“Guaranty” means, collectively, the Guaranty made by Domestic
Borrower and the Guarantors in favor of the Secured Parties, substantially in
the form of Exhibit E, together with each other guaranty and
guaranty supplement delivered pursuant to Section 6.12.


 


“Guarantors” means, collectively, the Subsidiaries of the
Domestic Borrower listed on Schedule 6.12 and each other Subsidiary
of the Domestic Borrower that shall be required to execute and deliver a
guaranty or guaranty supplement pursuant to Section 6.12, but
excluding Guess? Royalty Finance LLC, Guess? Licensing, Inc., Guess? IP GP
LLC, Guess? IP LP LLC and Guess? IP Holder L.P.


 


“Hazardous Materials” means all explosive or radioactive
substances or wastes and all hazardous or toxic substances, wastes or other
pollutants, including petroleum or petroleum distillates, asbestos or
asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious
or medical wastes and all other substances or wastes of any nature regulated
pursuant to any Environmental Law.


 


“Hedge Bank” means any Person that, at the time it enters into a
Secured Hedge Agreement, is a Lender or an Affiliate of a Lender, in its
capacity as a party to such Secured Hedge Agreement.


 


“Hong Kong Subfacility” means the subfacility of the Letter of
Credit Sublimits described in Section 2.14.


 


“Indebtedness” means, as to any Person at a particular time,
without duplication, all of the following, whether or not included as
indebtedness or liabilities in accordance with GAAP:


 


(a)           all obligations of such Person for
borrowed money and all obligations of such Person evidenced by bonds,
debentures, notes, loan agreements or other similar instruments;


 


(b)           all direct or contingent obligations of
such Person arising under outstanding letters of credit (including standby and
commercial), bankers’ acceptances, bank guaranties, surety bonds and similar
instruments;


 


(c)           net obligations of such Person under any
Swap Contract;


 


(d)           all obligations of such Person to pay the
deferred purchase price of property or services (other than trade accounts
payable in the ordinary course of business, accrued expenses, earn-outs and
purchase price adjustments, consultant fees, payroll and bonus payments to
employees, and other similar obligations, in each case only to the extent that
such accounts, expenses, earn-outs, adjustments and similar obligations are not
classified as indebtedness under GAAP);


 


(e)           indebtedness (excluding prepaid interest
thereon) secured by a Lien on property owned or being purchased by such Person
(including indebtedness arising under conditional sales or other title
retention agreements), whether or not such indebtedness shall have been assumed
by such Person or is limited in recourse;


 


17

















 


(f)            all Attributable Indebtedness in respect
of Capitalized Leases and Synthetic Lease Obligations of such Person and all
Synthetic Debt of such Person;


 


(g)           to the extent that any of the following
shall be classified as indebtedness under GAAP, obligations of such Person to
purchase, redeem, retire, defease or otherwise make any payment in respect of
any Equity Interest in such Person or any other Person or any warrant, right or
option to acquire such Equity Interest, valued, in the case of a redeemable
preferred interest, at the greater of its voluntary or involuntary liquidation
preference plus accrued and unpaid dividends; and


 


(h)           all Guarantees of such Person in respect
of any of the foregoing.


 


For all purposes hereof, the Indebtedness of any Person shall include
the Indebtedness of any partnership or joint venture (other than a joint
venture that is itself a corporation or limited liability company) in which
such Person is a general partner or a joint venturer, unless such Indebtedness
is expressly made non-recourse to such Person. 
The amount of any net obligation under any Swap Contract on any date
shall be deemed to be the Swap Termination Value thereof as of such date.  Capitalized Lease or Synthetic Lease
Obligations as of any date shall be deemed to be the amount of Attributable
Indebtedness in respect thereof as of such date.


 


“Indemnified Taxes” means Taxes other than Excluded Taxes.


 


“Indemnitees” has the meaning specified in Section 10.04(b).


 


“Information” has the meaning specified in Section 10.07.


 


“Interbank Reference Rate” means the interest rate expressed as
a percentage per annum which is customarily used by the Canadian Administrative
Agent when calculating interest due by it or owing to it arising from correction
of errors between it and other chartered banks.


 


“Interest Payment Date” means, (a) as to any Eurodollar
Rate Loan, the last day of each Interest Period applicable to such Loan and the
Maturity Date; provided, however, that if any Interest Period for
a Eurodollar Rate Loan exceeds three months, the respective dates that fall
every three months after the beginning of such Interest Period shall also be
Interest Payment Dates; and (b) as to any Base Rate Loan, the last
Business Day of each March, June, September and December and the
Maturity Date.


 


“Interest Period” means, as to each Eurodollar Rate Loan, the
period commencing on the date such Eurodollar Rate Loan is disbursed or
converted to or continued as a Eurodollar Rate Loan and ending on the date one,
two, three, six or nine months thereafter, as selected by a Borrower in its
Committed Loan Notice provided that:


 


18

















 


(a)           any Interest Period that would otherwise
end on a day that is not a Business Day shall be extended to the next
succeeding Business Day unless such Business Day falls in another calendar
month, in which case such Interest Period shall end on the next preceding
Business Day;


 


(b)           any Interest Period that begins on the
last Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the calendar month at the end of such Interest
Period) shall end on the last Business Day of the calendar month at the end of
such Interest Period; and


 


(c)           no Interest Period shall extend beyond
the Maturity Date.


 


“Internal Control Event” means a material weakness in, or fraud
that involves management or other employees who have a significant role in, the
Domestic Borrower’s internal controls over financial reporting, in each case as
described in the Securities Laws.


 


“Investment” means, as to any Person, any direct or indirect
acquisition or investment by such Person, whether by means of (a) the
purchase or other acquisition of Equity Interests of another Person, (b) a
loan, advance or capital contribution to, Guarantee or assumption of debt of,
or purchase or other acquisition of any other debt or interest in, another
Person, or (c) the purchase or other acquisition (in one transaction or a
series of transactions) of assets of another Person that constitute a business
unit or all or a substantial part of the business of, such Person.  For purposes of covenant compliance, the
amount of any Investment shall be the amount actually invested, without
adjustment for subsequent increases or decreases in the value of such
Investment.  For the avoidance of doubt,
the purchase of aircraft shall not constitute an “Investment” for purposes of
this Agreement.


 


“IP Rights” has the meaning specified in Section 5.17.


 


“IRS” means the United States Internal Revenue Service.


 


“ISP” means, with respect to any Letter of Credit, the “International
Standby Practices 1998” published by the Institute of International Banking Law &
Practice (or such later version thereof as may be in effect at the time of
issuance).


 


“Issuer Documents” means with respect to any Letter of Credit,
the Letter of Credit Application, and any other document, agreement and
instrument entered into by the applicable L/C Issuer and the applicable
Borrower (or any Subsidiary) or in favor of such L/C Issuer and relating to
such Letter of Credit.


 


“ITA” means the Income Tax Act (Canada).


 


“Laws” means, collectively, all international, foreign, Federal,
state, provincial and local statutes, treaties, rules, guidelines, regulations,
ordinances, codes and administrative or judicial precedents or authorities,
including the interpretation or administration thereof by any Governmental
Authority charged with the enforcement, interpretation or administration
thereof, and all applicable administrative orders, directed duties, requests,
licenses, authorizations and permits of, and agreements with, any Governmental
Authority, in each case whether or not having the force of law.


 


19

















 


“L/C Advance” means, with respect to each Lender, such Lender’s
funding of its participation in any L/C Borrowing in accordance with its
Applicable Percentage.


 


“L/C Borrowing” means an extension of credit resulting from a
drawing under any Letter of Credit which has not been reimbursed on the date
when made or refinanced as a Committed Borrowing.


 


“L/C Credit Extension” means, with respect to any Letter of
Credit, the issuance thereof or extension of the expiry date thereof, or the
increase of the amount thereof.


 


“L/C Issuers” means collectively, the Domestic L/C Issuer and
the Canadian L/C Issuer.


 


“L/C Obligations” means, as at any date of determination, the
aggregate amount available to be drawn under all outstanding Letters of Credit
plus the aggregate of all Unreimbursed Amounts, including all L/C
Borrowings.  For purposes of computing
the amount available to be drawn under any Letter of Credit, the amount of such
Letter of Credit shall be determined in accordance with Section 1.06.  For all purposes of this Agreement, if on any
date of determination a Letter of Credit has expired by its terms but any
amount may still be drawn thereunder by reason of the operation of Rule 3.14
of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the
amount so remaining available to be drawn.


 


“Lender” has the meaning specified in the introductory paragraph
hereto.


 


“Lending Office” means, as to any Lender, the office or offices
of such Lender described as such in such Lender’s Administrative Questionnaire,
or such other office or offices as a Lender may from time to time notify the
Domestic Borrower and the Domestic Administrative Agent.


 


“Letter of Credit” means any letter of credit issued
hereunder.  A Letter of Credit may be a
commercial letter of credit or a standby letter of credit.


 


“Letter of Credit Application” means an application and
agreement for the issuance or amendment of a Letter of Credit in the form from
time to time in use by the applicable L/C Issuer.


 


“Letter of Credit Expiration Date” means the day that is seven
days prior to the Maturity Date then in effect (or, if such day is not a
Business Day, the next preceding Business Day).


 


“Letter of Credit Fee” has the meaning specified in Section 2.03(i).


 


20

















 


“Letter of Credit Sublimit” means, with respect to the Domestic
Letters of Credit, an amount equal to Sixty Million Dollars ($60,000,000) and,
with respect to the Canadian Letters of Credit, an amount equal to Fifteen
Million Dollars ($15,000,000).  The
applicable Letter of Credit Sublimit is part of, and not in addition to, the
Aggregate Domestic Commitments and the Aggregate Canadian Commitments,
respectively.


 


“Lien” means any mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or other), charge, or
preference, priority or other security interest or preferential arrangement in
the nature of a security interest of any kind or nature whatsoever (including
any conditional sale or other title retention agreement, and any financing
lease having substantially the same economic effect as any of the foregoing).


 


“Loan” means an extension of credit by a Lender to a Borrower
under Article II in the form of a Committed Loan.


 


“Loan Documents” means, collectively, (a) this Agreement, (b) the
Notes, (c) the Guaranty, (d) the Collateral Documents, (e) the
Fee Letter, (f) each Issuer Document, (g) each Secured Hedge
Agreement, (h) each Secured Cash Management Agreement and (i) each
Secured Foreign Exchange Agreement.


 


“Loan Parties” means, collectively, each Borrower and each
Guarantor.


 


“Maintenance Capital Expenditures” means capital expenditures
for the maintenance, repair, restoration or refurbishment of tangible property,
but excluding any Capital Expenditures which adds to or significantly
improves any such property.


 


“Material Adverse Effect” means (a) a material adverse
change in, or a material adverse effect upon, the business, assets, properties,
liabilities (actual or contingent), operations, or condition (financial or
otherwise) of the Domestic Borrower and its Subsidiaries taken as a whole; (b) a
material impairment of the rights and remedies of the Administrative Agents or
any Lender under any Loan Document, or of the ability of any Loan Party to
perform its obligations under any Loan Document to which it is a party; or (c) a
material adverse effect upon the legality, validity, binding effect or
enforceability against any Loan Party of any Loan Document to which it is a
party.


 


“Maturity Date” means September 30, 2011; provided, however,
that, in each case, if such date is not a Business Day, the Maturity Date shall
be the next preceding Business Day.


 


“Moody’s” means Moody’s Investors Service, Inc. and any
successor thereto.


 


“Multiemployer Plan” means any employee benefit plan of the type
described in Section 4001(a)(3) of ERISA, to which the Domestic
Borrower or any ERISA Affiliate makes or is obligated to make contributions, or
during the preceding five plan years, has made or been obligated to make
contributions.


 


“Non-Extension Notice Date” has the meaning specified in Section 2.04(b)(iii).


 


21

















 


“Note” means a promissory note made by a Borrower in favor of a
Lender evidencing Loans made by such Lender, substantially in the form of Exhibit B.


 


“NPL” means the National Priorities List under CERCLA.


 


“Obligations” means all advances to, and debts, liabilities,
obligations, covenants and duties of, any Loan Party arising under any Loan
Document or otherwise with respect to any Loan or Letter of Credit, whether
direct or indirect (including those acquired by assumption), absolute or
contingent, due or to become due, now existing or hereafter arising and
including interest and fees that accrue after the commencement by or against
any Loan Party or any Affiliate thereof of any proceeding under any Debtor
Relief Laws naming such Person as the debtor in such proceeding, regardless of
whether such interest and fees are allowed claims in such proceeding.


 


“Organization Documents” means, (a) with respect to any
corporation, the certificate or articles of incorporation and the bylaws (or
equivalent or comparable constitutive documents with respect to any non-U.S.
jurisdiction); (b) with respect to any limited liability company, the certificate
or articles of formation or organization and operating agreement; and (c) with
respect to any partnership, joint venture, trust or other form of business
entity, the partnership, joint venture or other applicable agreement of
formation or organization and any agreement, instrument, filing or notice with
respect thereto filed in connection with its formation or organization with the
applicable Governmental Authority in the jurisdiction of its formation or
organization and, if applicable, any certificate or articles of formation or
organization of such entity.


 


“Other Taxes” means all present or future stamp or documentary
Taxes or any other excise or property Taxes, charges or similar levies arising
from any payment made hereunder or under any other Loan Document or from the
execution, delivery or enforcement of, or otherwise with respect to, this
Agreement or any other Loan Document.


 


“Outstanding Amount” means (a) with respect to Committed
Loans on any date, the aggregate outstanding principal amount thereof after
giving effect to any borrowings and prepayments or repayments of Committed
Loans occurring on such date; and (b) with respect to any L/C Obligations
on any date, the amount of such L/C Obligations on such date after giving
effect to any L/C Credit Extension occurring on such date and any other changes
in the aggregate amount of the L/C Obligations as of such date, including as a
result of any reimbursements by a Borrower of Unreimbursed Amounts.


 


“Participant” has the meaning specified in Section 10.06(d).


 


“PBGC” means the Pension Benefit Guaranty Corporation.


 


“PCAOB” means the Public Company Accounting Oversight Board.


 


“Pension Plan” means any “employee pension benefit plan” (as
such term is defined in Section 3(2) of ERISA), other than a
Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or
maintained by the Domestic Borrower or any ERISA Affiliate or to which the
Domestic Borrower or any ERISA Affiliate contributes or has an obligation to
contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of
ERISA, has made contributions at any time during the immediately preceding five
plan years.


 


22

















 


“Permitted Holder” means collectively Paul Marciano, the Paul
Marciano Trust, Marciano Financial Holdings II, LLC, the Paul Marciano
Foundation, Maurice Marciano, the Maurice Marciano Trust, the Maurice Marciano
Family Foundation, and as to Paul Marciano and Maurice Marciano, the members of
their families, their respective estates, spouses, heirs and any trust of which
one or more of the foregoing are the trustors, the trustees and/or the
beneficiaries.


 


“Person” means any natural person, corporation, limited
liability company, trust, joint venture, association, company, partnership,
Governmental Authority or other entity.


 


“Plan” means any “employee benefit plan” (as such term is
defined in Section 3(3) of ERISA) established by the Domestic
Borrower or, with respect to any such plan that is subject to Section 412
of the Code or Title IV of ERISA, any ERISA Affiliate.


 


“Platform” has the meaning specified in Section 6.02.


 


“Pledge Agreement” means the Pledge Agreement delivered in
accordance with Section 4.01(iv) by the Domestic Borrower and
each Domestic Subsidiary that holds Equity Interests in another Domestic
Subsidiary or in a first-tier Foreign Subsidiary, together with any supplement
delivered pursuant to Section 6.12.


 


“Register” has the meaning specified in Section 10.06(c).


 


“Registered Public Accounting Firm” has the meaning specified by
the Securities Laws and shall be independent of the Domestic Borrower as
prescribed by the Securities Laws.


 


“Related Parties” means, with respect to any Person, such Person’s
Affiliates and the partners, directors, officers, employees, agents and
advisors of such Person and of such Person’s Affiliates.


 


“Reportable Event” means any of the events set forth in Section 4043(c) of
ERISA, other than events for which the 30 day notice period has been waived.


 


“Request for Credit Extension” means (a) with respect to a
Committed Borrowing, conversion or continuation of Committed Loans, a Committed
Loan Notice and (b) with respect to an L/C Credit Extension, a Letter of
Credit Application.


 


“Required Lenders” means, as of any date of determination,
Lenders holding more than 50% of the sum of the (a) Total Outstandings
(with the aggregate amount of each Lender’s risk participation and funded
participation in L/C Obligations being deemed “held” by such Lender for purposes
of this definition) and (b) aggregate unused Revolving Credit Commitments;
provided that the unused Revolving Credit Commitment of, and the portion
of the Total Outstandings held or deemed held by, any Defaulting Lender shall
be excluded for purposes of making a determination of Required Lenders.


 


23

















 


“Responsible Officer” means the chief executive officer,
president, chief operating officer, chief financial officer, treasurer,
assistant treasurer, controller or vice president of finance of a Loan Party
and any other officer of the applicable Loan Party so designated by any of the
foregoing officers in a notice to the applicable Administrative Agent.  Any document delivered hereunder that is
signed by a Responsible Officer of a Loan Party shall be conclusively presumed
to have been authorized by all necessary corporate, partnership and/or other
action on the part of such Loan Party and such Responsible Officer shall be
conclusively presumed to have acted on behalf of such Loan Party.


 


“Restricted Payment” means any dividend or other distribution
(whether in cash, securities or other property) with respect to any capital
stock or other Equity Interest of any Person or any of its Subsidiaries, or any
payment (whether in cash, securities or other property), including any sinking
fund or similar deposit, on account of the purchase, redemption, retirement,
defeasance, acquisition, cancellation or termination of any such capital stock
or other Equity Interest, or on account of any return of capital to any Person’s
stockholders, partners or members (or the equivalent of any thereof), or any
option, warrant or other right to acquire any such dividend or other
distribution or payment.


 


“Revolving Credit Commitment” means, as to each Lender, its
obligation to (a) make Loans to the Borrowers pursuant to Section 2.01
and (b) purchase participations in L/C Obligations, in an aggregate
principal amount at any one time outstanding not to exceed the amount set forth
opposite such Lender’s name on Schedule 2.01 under the caption “Revolving
Credit Commitment” or opposite such caption in the Assignment and Assumption
pursuant to which such Lender becomes a party hereto, as applicable, as such
amount may be adjusted from time to time in accordance with this Agreement.


 


“Revolving Credit Facility” means, at any time, the aggregate
amount of the Lenders’ Revolving Credit Commitments at such time.


 


“S&P” means Standard & Poor’s Ratings Services, a
division of The McGraw-Hill Companies, Inc., and any successor thereto.


 


“Sarbanes-Oxley” means the Sarbanes-Oxley Act of 2002.


 


“SEC” means the Securities and Exchange Commission, or any
Governmental Authority succeeding to any of its principal functions.


 


“Secured Cash Management Agreement” means any Cash Management
Agreement that is entered into by and between a Borrower and any Cash
Management Bank.


 


24

















 


“Secured Foreign Exchange Agreement” means any agreement to
provide foreign exchange services that is entered into by and between a
Borrower and any Lender or an Affiliate of a Lender.


 


“Secured Hedge Agreement” means any interest rate or foreign
currency Swap Contract permitted under Article VI or VII
that is entered into by and between a Borrower and any Hedge Bank.


 


“Secured Parties” means, collectively, the Administrative
Agents, the Lenders, the L/C Issuers, the Hedge Banks, the Cash Management
Banks, the Lenders (or Affiliates thereof) party to any Secured Foreign
Exchange Agreement, each co-agent or sub-agent appointed by an Administrative
Agent from time to time pursuant to Section 9.05, and the other
Persons the Obligations owing to which are or are purported to be secured by
the Collateral under the terms of the Collateral Documents.


 


“Securities Laws” means the Securities Act of 1933, the
Securities Exchange Act of 1934, Sarbanes-Oxley, and the applicable accounting
and auditing principles, rules, standards and practices promulgated, approved
or incorporated by the SEC or the PCAOB.


 


“Security Agreement” has the meaning specified in Section 4.01(a)(iii).


 


“Security Agreement Supplement” means a supplement to the
Security Agreement, in form and substance satisfactory to the Domestic Borrower
and the Domestic Administrative Agent.


 


“Senior Notes” means the 6.75% secured senior notes of Guess?
Royalty Finance LLC, an indirect wholly-owned Subsidiary of the Domestic
Borrower, due June 2012 in an aggregate principal amount of $75,000,000
issued and sold pursuant to the Senior Notes Documents.


 


“Senior Notes Documents” means the note purchase agreement, the
Senior Notes and all other agreements, instruments and other documents pursuant
to which the Senior Notes have been issued or otherwise setting forth the terms
of the Senior Notes from time to time.


 


“Subsidiary” of a Person means a corporation, partnership, joint
venture, limited liability company or other business entity of which a majority
of the shares of securities or other interests having ordinary voting power for
the election of directors or other governing body (other than securities or
interests having such power only by reason of the happening of a contingency)
are at the time beneficially owned, or the management of which is otherwise
controlled, directly, or indirectly through one or more intermediaries, or
both, by such Person.  Unless otherwise
specified, all references herein to a “Subsidiary” or to “Subsidiaries”
shall refer to a Subsidiary or Subsidiaries of the Domestic Borrower.


 


25

















 


“Swap Contract” means (a) any and all rate swap
transactions, basis swaps, credit derivative transactions, forward rate
transactions, commodity swaps, commodity options, forward commodity contracts,
equity or equity index swaps or options, bond or bond price or bond index swaps
or options or forward bond or forward bond price or forward bond index
transactions, interest rate options, forward foreign exchange transactions, cap
transactions, floor transactions, collar transactions, currency swap transactions,
cross-currency rate swap transactions, currency options, spot contracts, or any
other similar transactions or any combination of any of the foregoing
(including any options to enter into any of the foregoing), whether or not any
such transaction is governed by or subject to any master agreement, and (b) any
and all transactions of any kind, and the related confirmations, which are
subject to the terms and conditions of, or governed by, any form of master
agreement published by the International Swaps and Derivatives Association, Inc.,
any International Foreign Exchange Master Agreement, or any other master
agreement (any such master agreement, together with any related schedules, a “Master
Agreement”), including any such obligations or liabilities under any Master
Agreement.


 


“Swap Termination Value” means, in respect of any one or more
Swap Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or
after the date such Swap Contracts have been closed out and termination value(s) determined
in accordance therewith, such termination value(s), and (b) for any date
prior to the date referenced in clause (a), the amount(s) determined as
the mark-to-market value(s) for such Swap Contracts, as determined based
upon one or more mid-market or other readily available quotations provided by
any recognized dealer in such Swap Contracts (which may include a Lender or any
Affiliate of a Lender).


 


“Synthetic Debt” means, with respect to any Person as of any
date of determination thereof, all obligations of such Person in respect of
transactions entered into by such Person that are intended to function
primarily as a borrowing of funds but are not otherwise included in the definition
of “Indebtedness” or as a liability on the consolidated balance sheet of
such Person and its Subsidiaries in accordance with GAAP.


 


“Synthetic Lease Obligation” means the monetary obligation of a
Person under (a) a so-called synthetic, off-balance sheet or Tax retention
lease, or (b) an agreement for the use or possession of property
(including sale and leaseback transactions), in each case, creating obligations
that do not appear on the balance sheet of such Person but which, upon the
application of any Debtor Relief Laws to such Person, would be characterized as
the indebtedness of such Person (without regard to accounting treatment).


 


“Taxes” means all present or future taxes, levies, imposts,
duties, deductions, withholdings, assessments, fees or other charges imposed by
any Governmental Authority, including any interest, additions to tax or
penalties applicable thereto or resulting from the non-payment thereof.


 


“Threshold Amount” means $20,000,000.


 


“Total Adjusted Leverage Ratio” means, as of any date of
determination, the ratio of (a) the sum of (i) Consolidated Funded
Indebtedness as of such date and (ii) eight (8) times the real property
rental expense of the Domestic Borrower and its Subsidiaries for the most
recently completed period of four fiscal quarters to (b) EBITDAR of the
Domestic Borrower and its Subsidiaries on a consolidated basis for the most
recently completed period of four fiscal quarters of the Domestic Borrower.


 


26
















 


“Total Outstandings” means the aggregate Outstanding Amount of
all Loans and all L/C Obligations.


 


“Type” means, with respect to a Loan, its character as a Base
Rate Loan or a Eurodollar Rate Loan.


 


“UCC” means the Uniform Commercial Code as in effect in the
State of California; provided that, if perfection or the effect of perfection
or non-perfection or the priority of any security interest in any Collateral is
governed by the Uniform Commercial Code as in effect in a jurisdiction other
than the State of California, “UCC” means the Uniform Commercial Code as
in effect from time to time in such other jurisdiction for purposes of the
provisions hereof relating to such perfection, effect of perfection or
non-perfection or priority.


 


“Unfunded Pension Liability” means the excess of a Pension Plan’s
benefit liabilities under Section 4001(a)(16) of ERISA, over the current
value of that Pension Plan’s assets, determined in accordance with the
assumptions used for funding the Pension Plan pursuant to Section 412 of
the Code for the applicable plan year.


 


“United States” and “U.S.” mean the United States of
America.


 


“Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i).


 


“U.S. Loan Party” means any Loan Party that is organized under
the laws of one of the states of the United States of America and that is not a
Foreign Subsidiary.


 


1.02        Other Interpretive Provisions. 
With reference to this Agreement and each other Loan Document, unless
otherwise specified herein or in such other Loan Document:


 


(a)           The definitions of terms herein shall apply equally to
the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms.  The words “include,” “includes”
and “including” shall be deemed to be followed by the phrase “without
limitation.”  The word “will”
shall be construed to have the same meaning and effect as the word “shall.”  Unless the context requires otherwise, (i) any
definition of or reference to any agreement, instrument or other document
(including any Organization Document) shall be construed as referring to such
agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein or in any other Loan
Document), (ii) any reference herein to any Person shall be construed to
include such Person’s successors and assigns, (iii) the words “herein,”
“hereof” and “hereunder,” and words of similar import when used
in any Loan Document, shall be construed to refer to such Loan Document in its
entirety and not to any particular provision thereof, (iv) all references
in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and
Schedules shall be construed to refer to Articles and Sections of, and
Preliminary Statements, Exhibits and Schedules to, the Loan Document in which
such references appear, (v) any reference to any law shall include all
statutory and regulatory provisions consolidating, amending, replacing or
interpreting such law and any reference to any law or regulation shall, unless
otherwise specified, refer to such law or regulation as amended, modified or
supplemented from time to time, and (vi) the words “asset” and “property”
shall be construed to have the same meaning and effect and to refer to any and
all tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.


 


27

















 


(b)           In the computation of periods of time from a specified
date to a later specified date, the word “from” means “from and
including;” the words “to” and “until” each mean “to but
excluding;” and the word “through” means “to and including.”


 


(c)           Section headings herein and in the other Loan
Documents are included for convenience of reference only and shall not affect
the interpretation of this Agreement or any other Loan Document.


 


1.03        Accounting Terms.  (a) Generally.  All accounting terms not specifically or
completely defined herein shall be construed in conformity with, and all
financial data (including financial ratios and other financial calculations)
required to be submitted pursuant to this Agreement shall be prepared in
conformity with, GAAP applied on a consistent basis, as in effect from time to
time, applied in a manner consistent with that used in preparing the Audited
Financial Statements, except as otherwise specifically prescribed
herein.


 


(b)           Changes in GAAP.  If at any
time any change in GAAP would affect the computation of any financial ratio or
requirement set forth in any Loan Document, and either the Domestic Borrower or
the Required Lenders shall so request, the Administrative Agents, the Lenders
and the Borrowers shall negotiate in good faith to amend such ratio or
requirement to preserve the original intent thereof in light of such change in
GAAP (subject to the approval of the Required Lenders); provided that,
until so amended, (i) such ratio or requirement shall continue to be
computed in accordance with GAAP prior to such change therein and (ii) the
Domestic Borrower shall provide to the Administrative Agents and the Lenders
financial statements and other documents required under this Agreement or as
reasonably requested hereunder setting forth a reconciliation between
calculations of such ratio or requirement made before and after giving effect
to such change in GAAP.


 


1.04        Rounding.  Any financial
ratios required to be maintained by the Domestic Borrower pursuant to this
Agreement shall be calculated by dividing the appropriate component by the
other component, carrying the result to one place more than the number of
places by which such ratio is expressed herein and rounding the result up or
down to the nearest number (with a rounding-up if there is no nearest number).


 


1.05        Times of Day. 
Unless otherwise specified, all references herein to times of day shall
be references to Pacific time (daylight or standard, as applicable), except
where such references pertain to Canadian Loans or Canadian Letters of Credit,
in which case such references shall be to Eastern time (daylight or standard,
as applicable).


 


28

















 


1.06        Letter of Credit Amounts. 
Unless otherwise specified herein, the amount of a Letter of Credit at
any time shall be deemed to be the stated amount of such Letter of Credit in
effect at such time; provided, however, that with respect to any
Letter of Credit that, by its terms or the terms of any Issuer Document related
thereto, provides for one or more automatic increases in the stated amount
thereof, the amount of such Letter of Credit shall be deemed to be the maximum
stated amount of such Letter of Credit after giving effect to all such
increases, whether or not such maximum stated amount is in effect at such time.


 


1.07        Currency Equivalents Generally. 
Any amount specified in this Agreement (other than in Articles IX
and X) or any of the other Loan Documents to be in Dollars shall also
include the equivalent of such amount in any currency other than Dollars
(including, without limitation, Canadian Dollars), such equivalent amount
thereof in the applicable currency to be determined by an Administrative Agent
at such time on the basis of the Spot Rate (as defined below) for the purchase
of such currency with Dollars.  For
purposes of this Section 1.07, the “Spot Rate” for a
currency means the rate determined by an Administrative Agent to be the rate
quoted by the Person acting in such capacity as the spot rate for the purchase
by such Person of such currency with another currency through its principal
foreign exchange trading office at approximately 11:00 a.m. on the date
two Business Days prior to the date of such determination; provided that
such Administrative Agent may obtain such spot rate from another financial
institution designated by such Administrative Agent if the Person acting in
such capacity does not have as of the date of determination a spot buying rate
for any such currency.


 


ARTICLE
II


THE
COMMITMENTS AND CREDIT EXTENSIONS


 


2.01        Committed Loans.


 


(a)           Subject to the terms and conditions set forth herein,
each Domestic Lender severally agrees to make loans (each such loan, a “Committed
Domestic Loan”) to the Domestic Borrower from time to time, on any Business
Day during the Availability Period, in an aggregate amount not to exceed at any
time outstanding the amount of such Domestic Lender’s Commitment with respect
to Domestic Loans and Domestic Letters of Credit; provided, however,
that after giving effect to any Committed Borrowing, (i) the Total
Outstandings with respect to Domestic Loans and Domestic Letters of Credit
shall not exceed the Aggregate Domestic Commitments minus the amount allocated
to the Hong Kong Subfacility at such time, and (ii) the aggregate
Outstanding Amount of the Committed Domestic Loans of any Domestic Lender, plus
such Domestic Lender’s Applicable Percentage of the Outstanding Amount of all
L/C Obligations with respect to Domestic Letters of Credit shall not exceed
such Lender’s Commitment with respect to Domestic Loans and Domestic Letters of
Credit.  Within the limits of each
Domestic Lender’s Commitment, and subject to the other terms and conditions
hereof, the Domestic Borrower may borrow under this Section 2.01(a),
prepay under Section 2.04, and reborrow under this Section 2.01(a).  Committed Domestic Loans may be Base Rate
Loans or Eurodollar Rate Loans, as further provided herein.  Committed Domestic Loans shall be funded and
repaid in Dollars.


 


29

















 


(b)           Subject to the terms and conditions set forth herein,
each Canadian Lender severally agrees to make loans in Canadian Dollars (each
such loan, a “Committed Canadian Loan”) to the Canadian Borrower from
time to time, on any Business Day during the Availability Period, in an
aggregate amount not to exceed at any time outstanding the amount of such
Canadian Lender’s Commitment with respect to Canadian Loans and Canadian
Letters of Credit; provided, however, that after giving effect to
any Committed Borrowing, (i) the Total Outstandings with respect to
Canadian Loans and Canadian Letters of Credit shall not exceed the Aggregate
Canadian Commitments, and (ii) the aggregate Outstanding Amount of the
Committed Canadian Loans of any Canadian Lender, plus such Canadian Lender’s
Applicable Percentage of the Outstanding Amount of all L/C Obligations with
respect to Canadian Letters of Credit shall not exceed such Lender’s Commitment
with respect to Canadian Loans and Canadian Letters of Credit.  Within the limits of each Canadian Lender’s
Commitment, and subject to the other terms and conditions hereof, the Canadian
Borrower may borrow under this Section 2.01(b), prepay Committed
Canadian Loans under Section 2.04 and reborrow Committed Canadian
Loans under this Section 2.01(b). 
Committed Canadian Loans may be Base Rate Loans or Eurodollar Rate
Loans, as further provided herein. 
Committed Canadian Loans shall be funded and repaid in Canadian Dollars.


 


(c)           If the Dollar Equivalent of the sum of Outstanding
Amounts of Canadian Loans and L/C Obligations in respect of Canadian Letters of
Credit for any reason shall exceed 100% of the Aggregate Canadian Commitments,
the Canadian Borrower shall within 10 Business Days after notice from the
Canadian Administrative Agent of such excess repay Canadian Loans by the amount
of such excess.  Amounts repaid in
accordance with this Section 2.01(c) may be reborrowed in
accordance with the terms and conditions of this Agreement.


 


2.02        Committed Borrowings, Conversions and
Continuations of Committed Loans.


 


(a)           The Domestic Borrower may request Committed Domestic
Loans by notice to the Domestic Administrative Agent, and the Canadian Borrower
may request Committed Canadian Loans by notice to the Canadian Administrative
Agent, all as provided below.  Each
Committed Borrowing, each conversion of Committed Loans from one Type to the
other, and each continuation of Committed Loans as the same Type shall be made
upon the applicable Borrower’s irrevocable notice to the applicable
Administrative Agent, which may be given by telephone.  Each such notice from the Domestic Borrower
must be received by the Domestic Administrative Agent not later than 10:00 a.m.
(i) three Business Days prior to the requested date of any Committed
Borrowing of, conversion to or continuation of Eurodollar Rate Committed Loans
or of any conversion of Eurodollar Rate Committed Loans to Base Rate Committed
Loans, and (ii) on the requested date of any Committed Borrowing of Base
Rate Committed Loans.  Each such notice
from the Canadian Borrower must be received by the Canadian Administrative
Agent not later than (i) 1:00 p.m. three Business Days prior to the
requested date of any Committed Borrowing of, conversion to or continuation of
Eurodollar Rate Committed Loans or of any conversion of Eurodollar Rate
Committed Loans to Base Rate Committed Loans, and (ii) 10:00 a.m. on
the requested date of any Committed Borrowing of Base Rate Committed
Loans.  Each such telephonic notice must
be confirmed promptly by delivery to the applicable Administrative Agent of a
written Committed Loan Notice, appropriately completed and signed by a
Responsible Officer of the applicable Borrower. 
Each Committed Borrowing of, conversion to or continuation of Eurodollar
Rate Committed Loans shall be in a principal amount of $1,000,000 (or Cdn.
$1,000,000) or a whole multiple of $100,000 (or Cdn. $100,000) in excess
thereof.  Each Committed Borrowing of or
conversion to Base Rate Committed Loans shall be in a principal amount of
$500,000 (or Cdn. $500,000) or a whole multiple of $100,000 (or Cdn. $100,000)
in excess thereof.  Each Committed Loan
Notice (whether telephonic or written) shall specify (i) whether the
applicable Borrower is requesting a Committed Borrowing, a conversion of
Committed Loans from one Type to the other, or a continuation of Eurodollar
Rate Committed Loans, (ii) the requested date of the Committed Borrowing,
conversion or continuation, as the case may be (which shall be a Business Day),
(iii) the principal amount of Committed Loans to be borrowed, converted or
continued, (iv) the Type of Committed Loans to be borrowed or to which
existing Committed Loans are to be converted, and (v) if applicable, the
duration of the Interest Period with respect thereto.  If the applicable Borrower fails to specify a
Type of Committed Loan in a Committed Loan Notice or if such Borrower fails to
give a timely notice requesting a conversion or continuation, then the
applicable Committed Loans shall be made as, or converted to, Base Rate
Loans.  Any such automatic conversion to
Base Rate Loans shall be effective as of the last day of the Interest Period
then in effect with respect to the applicable Eurodollar Rate Committed Loans.  If the applicable Borrower requests a
Committed Borrowing of, conversion to, or continuation of Eurodollar Rate
Committed Loans in any such Committed Loan Notice, but fails to specify an
Interest Period, it will be deemed to have specified an Interest Period of one
month.


 


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(b)           Following receipt of a Committed Loan Notice, the
applicable Administrative Agent shall promptly notify each applicable Lender of
its Applicable Percentage of the applicable Committed Loans, and if no timely
notice of a conversion or continuation is provided by the applicable Borrower,
such Administrative Agent shall notify each such Lender of the details of any
automatic conversion to Base Rate Loans described in the preceding
subsection.  In the case of a Committed
Borrowing, each applicable Lender shall make the amount of its Committed Loan
available to the applicable Administrative Agent in immediately available funds
at the applicable Administrative Agent’s Office not later than 11:00 a.m.
in the case of Domestic Loans and Canadian Eurodollar Rate Committed Loans and
1:00 p.m. in the case of Canadian Base Rate Committed Loans on the
Business Day specified in the applicable Committed Loan Notice.  Upon satisfaction of the applicable
conditions set forth in Section 4.02 (and, if such Committed
Borrowing is the initial Credit Extension, Section 4.01), the
applicable Administrative Agent shall make all funds so received available to
the applicable Borrower in like funds as received by such Administrative Agent
by crediting the account of such Borrower on the books of Bank of America or
Bank of America Canada (as applicable) with the amount of such funds or
otherwise disbursing such funds in accordance with the applicable Borrower’s
written instructions; provided, however, that if, on the date of
a Committed Borrowing there are L/C Borrowings by such Borrower outstanding,
then the proceeds of such Committed Borrowing shall be applied, first,
to the payment in full of any such L/C Borrowings, and second, to such
Borrower as provided above.


 


(c)           Except as otherwise provided herein, a Eurodollar Rate
Committed Loan may be continued or converted only on the last day of an
Interest Period for such Eurodollar Rate Committed Loan.  During the existence of a Default, no Loans
may be requested as, converted to or continued as Eurodollar Rate Committed
Loans without the consent of the Required Lenders.


 


(d)           The applicable Administrative Agent shall promptly
notify the applicable Borrower and the applicable Lenders of the interest rate
applicable to any Interest Period for Eurodollar Rate Committed Loans upon
determination of such interest rate.  The
determination of the Eurodollar Rate by such Administrative Agent shall be
conclusive in the absence of manifest error. 
The applicable Administrative Agent shall notify the applicable Borrower
and the applicable Lenders of any change in the prime rate of Bank of America
or Bank of America Canada (as applicable) used in determining the Base Rate
promptly following the public announcement of such change if any Base Rate
Loans are then outstanding.


 


31

















 


(e)           After giving effect to all Committed Borrowings, all
conversions of Committed Loans from one Type to the other, and all
continuations of Committed Loans as the same Type, there shall not be more than
ten (10) Interest Periods in effect with respect to Domestic Loans and not
more than ten (10) Interest Periods in effect with respect to Canadian
Loans.


 


2.03        Letters of Credit.


 


(a)           The Letter of Credit Commitment.  (i) The
Domestic Borrower may request Domestic Letters of Credit by notice to the
Domestic L/C Issuer and the Domestic Administrative Agent, and the Canadian
Borrower may request Canadian Letters of Credit upon notice to the Canadian L/C
Issuer and the Canadian Administrative Agent, all as provided below.  Subject to the terms and conditions set forth
herein, (A) the applicable L/C Issuer agrees, in reliance upon the
agreements of the other applicable Lenders set forth in this Section 2.03,
(1) from time to time on any Business Day during the period from the
Closing Date until the Maturity Date, to issue Letters of Credit for the
account of the applicable Borrower, and to amend Letters of Credit previously
issued by it, in accordance with subsection (b) below, and (2) to
honor drafts under the Letters of Credit as required under applicable law; and (B) such
Lenders severally agree to participate in Letters of Credit issued for the
account of such Borrower; provided that the Domestic L/C Issuer shall
not be obligated to make any L/C Credit Extension with respect to any Domestic
Letter of Credit, and no Domestic Lender shall be obligated to participate in,
any Domestic Letter of Credit if as of the date of such L/C Credit Extension, (x) the
Total Outstandings with respect to Domestic Loans and Domestic Letters of
Credit would exceed the Aggregate Domestic Commitments, (y) the aggregate
Outstanding Amount of the Committed Domestic Loans of any Domestic Lender, plus
such Lender’s Applicable Percentage of the Outstanding Amount of all Domestic
L/C Obligations would exceed such Lender’s Commitment with respect to Domestic
Loans and Domestic Letters of Credit, or (z) the Outstanding Amount of the
Domestic L/C Obligations would exceed the Letter of Credit Sublimit; provided,
further, the Canadian L/C Issuer shall not be obligated to make any L/C
Credit Extension with respect to any Canadian Letter of Credit, and no Canadian
Lender shall be obligated to participate in any Canadian Letter of Credit if as
of the date of such L/C Credit Extension (x) the Total Outstandings with
respect to Canadian Loans and Canadian Letters of Credit would exceed the
Aggregate Canadian Commitments, (y) the aggregate Outstanding Amount of
the Committed Canadian Loans of any Canadian Lender, plus such Canadian Lender’s
Applicable Percentage of the Outstanding Amount of all Canadian L/C Obligations
would exceed such Lender’s Commitment with respect to Canadian Loans and
Canadian Letters of Credit or (z) the Outstanding Amount of Canadian L/C
Obligations would exceed the Letter of Credit Sublimit.  Each request by a Borrower for the issuance
or amendment of a Letter of Credit shall be deemed to be a representation by
such Borrower that the L/C Credit Extension so requested complies with the conditions
set forth in clauses (x) and (z) of the applicable proviso to the
preceding sentence.  Within the foregoing
limits, and subject to the terms and conditions hereof, the Borrowers’ ability
to obtain Letters of Credit shall be fully revolving, and accordingly the
Borrowers may, during the foregoing period, obtain Letters of Credit to replace
Letters of Credit that have expired or that have been drawn upon and
reimbursed.


 


32

















 


(ii)           An L/C Issuer shall not issue any Letter of Credit if:


 


(A)          subject to Section 2.03(b)(iii), the
expiry date of such requested Letter of Credit would occur more than twelve
months after the date of issuance or last extension, unless the Required
Lenders have approved such expiry date; or


 


(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.


 


(iii)          An L/C Issuer shall not be under any obligation to
issue any Letter of Credit if:


 


(A)          any order, judgment or decree of any Governmental
Authority or arbitrator shall by its terms purport to enjoin or restrain such
L/C Issuer from issuing such Letter of Credit, or any Law applicable to such
L/C Issuer or any request or directive (whether or not having the force of law)
from any Governmental Authority with jurisdiction over such L/C Issuer shall
prohibit, or request that such L/C Issuer refrain from, the issuance of letters
of credit generally or such Letter of Credit in particular or shall impose upon
such L/C Issuer with respect to such Letter of Credit any restriction, reserve
or capital requirement (for which such L/C Issuer is not otherwise compensated
hereunder) not in effect on the Closing Date, or shall impose upon such L/C
Issuer any unreimbursed loss, cost or expense which was not applicable on the
Closing Date and which such L/C Issuer in good faith deems material to it;


 


(B)           the issuance of such Letter of Credit would violate
one or more policies of such L/C Issuer applicable to letters of credit
generally;


 


(C)           such Letter of Credit is to be denominated in a
currency other than Dollars or an Approved Currency in the case of Domestic
Letters of Credit and Canadian Dollars or an Approved Currency in the case of
Canadian Letters of Credit;


 


(D)          such Letter of Credit contains any provisions for
automatic reinstatement of the stated amount after any drawing thereunder; or


 


(E)           a default of any Lender’s obligations to fund under Section 2.03(c) exists
or any Lender is at such time a Defaulting Lender hereunder, unless such L/C
Issuer has entered into satisfactory arrangements with the applicable Borrower
or such Lender to eliminate such L/C Issuer’s risk with respect to such Lender.


 


33

















 


(iv)          An L/C Issuer shall not amend any Letter of Credit if
such L/C Issuer would not be permitted at such time to issue such Letter of
Credit in its amended form under the terms hereof.


 


(v)           An L/C Issuer shall be under no obligation to amend
any Letter of Credit if (A) such L/C Issuer would have no obligation at
such time to issue such Letter of Credit in its amended form under the terms
hereof, or (B) the beneficiary of such Letter of Credit does not accept
the proposed amendment to such Letter of Credit.


 


(vi)          An L/C Issuer shall act on behalf of the Domestic
Lenders or Canadian Lenders, as applicable, with respect to any Letters of
Credit issued by it and the documents associated therewith, and such L/C Issuer
shall have all of the benefits and immunities (A) provided to the
Administrative Agent in Article IX with respect to any acts taken
or omissions suffered by such L/C Issuer in connection with Letters of Credit
issued by it or proposed to be issued by it and Issuer Documents pertaining to
such Letters of Credit as fully as if the term “Administrative Agent” as used
in Article IX included such L/C Issuer with respect to such acts or
omissions, and (B) as additionally provided herein with respect to the L/C
Issuer.


 


(b)           Procedures for Issuance and Amendment of Letters of
Credit; Auto-Extension Letters of Credit.  (i) Each
Letter of Credit shall be issued or amended, as the case may be, upon the
request of the applicable Borrower delivered to the applicable L/C Issuer (with
a copy to the applicable Administrative Agent) in the form of a Letter of
Credit Application, appropriately completed and signed by a Responsible Officer
of such Borrower.  Such L/C Application
must be received by the applicable L/C Issuer and the applicable Administrative
Agent not later than 8:00 a.m. in the case of Domestic Letters of Credit
and 12:00 noon in the case of Canadian Letters of Credit at least two Business
Days (or such later date and time as such L/C Issuer may agree in a particular
instance in its sole discretion) prior to the proposed issuance date or date of
amendment, as the case may be.  In the
case of a request for an initial issuance of a Letter of Credit, such Letter of
Credit Application shall specify in form and detail satisfactory to the
applicable L/C Issuer: (A) the proposed issuance date of the requested
Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the
expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the
documents to be presented by such beneficiary in case of any drawing
thereunder; (F) the full text of any certificate to be presented by such
beneficiary in case of any drawing thereunder; and (G) such other matters
as such L/C Issuer may require.  In the
case of a request for an amendment of any outstanding Letter of Credit, such
Letter of Credit Application shall specify in form and detail satisfactory to
the applicable L/C Issuer (A) the Letter of Credit to be amended; (B) the
proposed date of amendment thereof (which shall be a Business Day); (C) the
nature of the proposed amendment; and (D) such other matters as such L/C
Issuer may require.  Additionally, the
applicable Borrower shall furnish to the applicable L/C Issuer and the
applicable Administrative Agent such other documents and information pertaining
to such requested Letter of Credit issuance or amendment, including any Issuer
Documents, as such L/C Issuer or such Administrative Agent may require.


 


34

















 


(ii)           Promptly after receipt of any Letter of Credit
Application, the applicable L/C Issuer will confirm with such Administrative
Agent (by telephone or in writing) that such Administrative Agent has received
a copy of such Letter of Credit Application from the applicable Borrower and, if
not, such L/C Issuer will provide such Administrative Agent with a copy
thereof.  Unless the applicable L/C
Issuer has received written notice from any Lender, an Administrative Agent or
any Loan Party, at least one Business Day prior to the requested date of
issuance or amendment of the applicable Letter of Credit, that one or more
applicable conditions contained in Article IV shall not then be
satisfied, then, subject to the terms and conditions hereof, such L/C Issuer
shall, on the requested date, issue a Letter of Credit for the account of the
applicable Borrower or enter into the applicable amendment, as the case may be,
in each case in accordance with such L/C Issuer’s usual and customary business
practices.  Immediately upon the issuance
of each Domestic Letter of Credit, each Domestic Lender shall be deemed to, and
hereby irrevocably and unconditionally agrees to, purchase from the Domestic
L/C Issuer a risk participation in such Domestic Letter of Credit in an amount
equal to the product of such Domestic Lender’s Applicable Percentage times the
amount of such Domestic Letter of Credit. 
Immediately upon the issuance of each Canadian Letter of Credit, each
Canadian Lender shall be deemed to, and hereby irrevocably and unconditionally
agrees to, purchase from the Canadian L/C Issuer a risk participation in such
Canadian Letter of Credit in an amount equal to the product of such Canadian
Lender’s Applicable Percentage times the amount of such Canadian Letter of
Credit.


 


(iii)          If a Borrower so requests in any applicable Letter of
Credit Application, the applicable L/C Issuer may, in its sole and absolute
discretion, agree to issue a Letter of Credit that has automatic extension
provisions (each, an “Auto-Extension Letter of Credit”); provided
that any such Auto-Extension Letter of Credit must permit such L/C Issuer to
prevent any such extension at least once in each twelve-month period
(commencing with the date of issuance of such Letter of Credit) by giving prior
notice to the beneficiary thereof not later than a day (the “Non-Extension
Notice Date”) in each such twelve-month period to be agreed upon at the
time such Letter of Credit is issued. 
Unless otherwise directed by the applicable L/C Issuer, the applicable
Borrower shall not be required to make a specific request to such L/C Issuer
for any such extension.  Once an
Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to
have authorized (but may not require) the applicable L/C Issuer to permit the
extension of such Letter of Credit at any time to an expiry date not later than
the Letter of Credit Expiration Date; provided, however, that
such L/C Issuer shall not permit any such extension if (A) such L/C Issuer
has determined that it would not be permitted, or would have no obligation at
such time to issue such Letter of Credit in its revised form (as extended)
under the terms hereof (by reason of the provisions of clause (ii) or (iii) of
Section 2.03(a) or otherwise), or (B) it has received
notice (which may be by telephone or in writing) on or before the day that is
five Business Days before the Non-Extension Notice Date (1) from the
applicable Administrative Agent that the Required Lenders have elected not to
permit such extension or (2) from the applicable Administrative Agent, any
applicable Lender or the applicable Borrower that one or more of the applicable
conditions specified in Section 4.02 is not then satisfied, and in
each such case directing such L/C Issuer not to permit such extension.


 


35

















 


(iv)          Promptly after its delivery of any Letter of Credit or
any amendment to a Letter of Credit to an advising bank with respect thereto or
to the beneficiary thereof, the applicable L/C Issuer will also deliver to the
applicable Borrower and the applicable Administrative Agent a true and complete
copy of such Letter of Credit or amendment.


 


(c)           Drawings and Reimbursements; Funding of Participations.  (i) Upon
receipt from the beneficiary of any Letter of Credit of any notice of a drawing
under such Letter of Credit, the applicable L/C Issuer shall notify the
applicable Borrower and the applicable Administrative Agent thereof.  Not later than 11:00 a.m. on the date of
any payment by the applicable L/C Issuer under a Letter of Credit (each such
date, an “Honor Date”), the applicable Borrower shall reimburse the
applicable L/C Issuer through the applicable Administrative Agent in an amount
equal to the amount of such drawing.  If
such Borrower fails to so reimburse such L/C Issuer by such time, such
Administrative Agent shall promptly notify each applicable Lender of the Honor
Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”),
and the amount of such Lender’s Applicable Percentage thereof.  In such event, such Borrower shall be deemed
to have requested a Committed Borrowing of Base Rate Loans to be disbursed on
the Honor Date in an amount equal to the Unreimbursed Amount, without regard to
the minimum and multiples specified in Section 2.02 for the
principal amount of Base Rate Loans, but subject to the amount of the
unutilized portion of the Aggregate Domestic Commitments or the Aggregate
Canadian Commitments as applicable and the conditions set forth in Section 4.02
(other than the delivery of a Committed Loan Notice).  Any notice given by an L/C Issuer or an
Administrative Agent pursuant to this Section 2.03(c)(i) may
be given by telephone if immediately confirmed in writing; provided that the
lack of such an immediate confirmation shall not affect the conclusiveness or
binding effect of such notice.


 


(ii)           Each applicable Lender shall upon any notice pursuant
to Section 2.03(c)(i) make funds available to the applicable
Administrative Agent for the account of the applicable L/C Issuer at such
Administrative Agent’s Office in an amount equal to its Applicable Percentage
of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day
specified in such notice by such Administrative Agent, whereupon, subject to
the provisions of Section 2.03(c)(iii), each Lender that so makes
funds available shall be deemed to have made a Base Rate Loan to the applicable
Borrower in such amount.  The applicable
Administrative Agent shall remit the funds so received to the applicable L/C
Issuer.


 


(iii)          With respect to any Unreimbursed Amount that is not
fully refinanced by a Committed Borrowing of Base Rate Loans because the
conditions set forth in Section 4.02 cannot be satisfied or for any
other reason, the applicable Borrower shall be deemed to have incurred from the
applicable L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount
that is not so refinanced, which L/C Borrowing shall be due and payable on
demand (together with interest) and shall bear interest at the Default
Rate.  In such event, each Lender’s
payment to the applicable Administrative Agent for the account of such L/C
Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment
in respect of its participation in such L/C Borrowing and shall constitute an
L/C Advance from such Lender in satisfaction of its participation obligation
under this Section 2.03.


 


36
















 


(iv)          Until each Lender funds its Committed Loan or L/C
Advance pursuant to this Section 2.03(c) to reimburse the
applicable L/C Issuer for any amount drawn under any Letter of Credit, interest
in respect of such Lender’s Applicable Percentage of such amount shall be
solely for the account of such L/C Issuer.


 


(v)           Each Lender’s obligation to make Committed Loans or
L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of
Credit, as contemplated by this Section 2.03(c), shall be absolute
and unconditional and shall not be affected by any circumstance, including (A) any
setoff, counterclaim, recoupment, defense or other right which such Lender may
have against such L/C Issuer, the Borrowers or any other Person for any reason
whatsoever; (B) the occurrence or continuance of a Default, or (C) any
other occurrence, event or condition, whether or not similar to any of the
foregoing; provided, however, that each Lender’s obligation to
make Committed Loans pursuant to this Section 2.03(c) is
subject to the conditions set forth in Section 4.02 (other than
delivery by a Borrower of a Committed Loan Notice).  No such making of an L/C Advance shall
relieve or otherwise impair the obligation of a Borrower to reimburse the
applicable L/C Issuer for the amount of any payment made by such L/C Issuer
under any Letter of Credit, together with interest as provided herein.


 


(vi)          If any Lender fails to make available to the
applicable Administrative Agent for the account of the applicable L/C Issuer
any amount required to be paid by such Lender pursuant to the foregoing
provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii),
such L/C Issuer shall be entitled to recover from such Lender (acting through
such Administrative Agent), on demand, such amount with interest thereon for
the period from the date such payment is required to the date on which such
payment is immediately available to such L/C Issuer at a rate per annum equal
to the greater of the Federal Funds Rate (in the case of the Domestic L/C
Issuer) or the Interbank Reference Rate (in the case of the Canadian L/C
Issuer) and a rate determined by such L/C Issuer in accordance with banking
industry rules on interbank compensation, plus any administrative,
processing or similar fees customarily charged by such L/C Issuer in connection
with the foregoing.  If such Lender pays
such amount (with interest and fees as aforesaid), the amount so paid shall
constitute such Lender’s Committed Loan included in the relevant Committed
Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case
may be.  A certificate of the applicable
L/C Issuer submitted to any Lender (through the applicable Administrative
Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall
be conclusive absent manifest error.


 


(d)           Repayment of Participations.  (i) At
any time after an L/C Issuer has made a payment under any Letter of Credit and
has received from any Lender such Lender’s L/C Advance in respect of such
payment in accordance with Section 2.03(c), if the applicable
Administrative Agent receives for the account of such L/C Issuer any payment in
respect of the related Unreimbursed Amount or interest thereon (whether
directly from the applicable Borrower or otherwise, including proceeds of Cash
Collateral applied thereto by such Administrative Agent), such Administrative
Agent will distribute to such Lender its Applicable Percentage thereof in the
same funds as those received by such Administrative Agent.


 


37

















 


(ii)           If any payment received by an Administrative Agent for
the account of an L/C Issuer pursuant to Section 2.03(c)(i) is
required to be returned under any of the circumstances described in Section 10.05
(including pursuant to any settlement entered into by such L/C Issuer in its
discretion), each applicable Lender shall pay to the applicable Administrative
Agent for the account of such L/C Issuer its Applicable Percentage thereof on
demand of such Administrative Agent, plus interest thereon from the date
of such demand to the date such amount is returned by such Lender, at a rate
per annum equal to the Federal Funds Rate (in the case of the Domestic L/C
Issuer) or the Interbank Reference Rate (in the case of the Canadian L/C Issuer)
from time to time in effect.  The
obligations of the Lenders under this clause shall survive the payment in full
of the Obligations and the termination of this Agreement.


 


(e)           Obligations Absolute.  The
obligation of each Borrower to reimburse the applicable L/C Issuer for each
drawing under each Letter of Credit and to repay each L/C Borrowing shall be
absolute, unconditional and irrevocable, and shall be paid strictly in
accordance with the terms of this Agreement under all circumstances, including
the following:


 


(i)            any lack of validity or enforceability of such Letter
of Credit, this Agreement, or any other Loan Document;


 


(ii)           the existence of any claim, counterclaim, setoff,
defense or other right that such Borrower or any Subsidiary may have at any
time against any beneficiary or any transferee of such Letter of Credit (or any
Person for whom any such beneficiary or any such transferee may be acting),
such L/C Issuer or any other Person, whether in connection with this Agreement,
the transactions contemplated hereby or by such Letter of Credit or any
agreement or instrument relating thereto, or any unrelated transaction;


 


(iii)          any draft, demand, certificate or other document
presented under such Letter of Credit proving to be forged, fraudulent, invalid
or insufficient in any respect or any statement therein being untrue or
inaccurate in any respect; or any loss or delay in the transmission or
otherwise of any document required in order to make a drawing under such Letter
of Credit;


 


(iv)          any payment by such L/C Issuer under such Letter of
Credit against presentation of a draft or certificate that does not strictly
comply with the terms of such Letter of Credit; or any payment made by such L/C
Issuer under such Letter of Credit to any Person purporting to be a trustee in
bankruptcy, debtor-in-possession, assignee for the benefit of creditors,
liquidator, receiver or other representative of or successor to any beneficiary
or any transferee of such Letter of Credit, including any arising in connection
with any proceeding under any Debtor Relief Law; or


 


(v)           any other circumstance or happening whatsoever,
whether or not similar to any of the foregoing, including any other
circumstance that might otherwise constitute a defense available to, or a discharge
of, such Borrower or any of its Subsidiaries.


 


38

















 


The applicable Borrower shall promptly examine a copy
of each Letter of Credit and each amendment thereto that is delivered to it
and, in the event of any claim of noncompliance with such Borrower’s
instructions or other irregularity, such Borrower will immediately notify the
applicable L/C Issuer.  Such Borrower
shall be conclusively deemed to have waived any such claim against such L/C
Issuer and its correspondents unless such notice is given as aforesaid.


 


(f)            Role of L/C Issuers.  Each Lender
and the Borrowers agree that, in paying any drawing under a Letter of Credit,
the L/C Issuers shall not have any responsibility to obtain any document (other
than any sight draft, certificates and documents expressly required by the
Letter of Credit) or to ascertain or inquire as to the validity or accuracy of
any such document or the authority of the Person executing or delivering any
such document.  None of the L/C Issuers,
the Administrative Agents, any of their respective Related Parties nor any
correspondent, participant or assignee of the L/C Issuers shall be liable to
any Lender for (i) any action taken or omitted in connection herewith at
the request or with the approval of the Lenders or the Required Lenders, as
applicable; (ii) any action taken or omitted in the absence of gross
negligence or willful misconduct; or (iii) the due execution,
effectiveness, validity or enforceability of any document or instrument related
to any Letter of Credit or Issuer Document. 
Each Borrower hereby assumes all risks of the acts or omissions of any
beneficiary or transferee with respect to its use of any Letter of Credit; provided,
however, that this assumption is not intended to, and shall not,
preclude such Borrower’s pursuing such rights and remedies as it may have
against the beneficiary or transferee at law or under any other agreement.  None of the L/C Issuers, the Administrative
Agents, any of their respective Related Parties nor any correspondent,
participant or assignee of the L/C Issuers shall be liable or responsible for
any of the matters described in clauses (i) through (v) of Section 2.03(e);
provided, however, that anything in such clauses to the contrary
notwithstanding, a Borrower may have a claim against an L/C Issuer, and such
L/C Issuer may be liable to a Borrower, to the extent, but only to the extent,
of any direct, as opposed to consequential or exemplary, damages suffered by
such Borrower which such Borrower proves were caused by such L/C Issuer’s
willful misconduct or gross negligence or such L/C Issuer’s willful failure to
pay under any Letter of Credit after the presentation to it by the beneficiary
of a sight draft and certificate(s) strictly complying with the terms and
conditions of a Letter of Credit.  In
furtherance and not in limitation of the foregoing, an L/C Issuer may accept
documents that appear on their face to be in order, without responsibility for
further investigation, regardless of any notice or information to the contrary,
and such L/C Issuer shall not be responsible for the validity or sufficiency of
any instrument transferring or assigning or purporting to transfer or assign a
Letter of Credit or the rights or benefits thereunder or proceeds thereof, in
whole or in part, which may prove to be invalid or ineffective for any reason.


 


(g)           Cash Collateral.  Upon the
request of the applicable Administrative Agent, (i) if an L/C Issuer has
honored any full or partial drawing request under any Letter of Credit and such
drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of
Credit Expiration Date, any L/C Obligation for any reason remains outstanding,
the applicable Borrower shall, in each case, immediately Cash Collateralize the
then Outstanding Amount of all L/C Obligations. 
Sections 2.04 and 8.02(c) set forth certain
additional requirements to deliver Cash Collateral hereunder.  For purposes of this Section 2.03,
Section 2.04 and Section 8.02(c), “Cash
Collateralize” means to pledge and deposit with or deliver to the
applicable Administrative Agent, for the benefit of the applicable L/C Issuer
and the applicable Lenders, as collateral for the L/C Obligations, cash or
deposit account balances pursuant to documentation in form and substance
satisfactory to such Administrative Agent and such L/C Issuer (which documents
are hereby consented to by the Lenders). 
Derivatives of such term have corresponding meanings.  Each Borrower hereby grants to the applicable
Administrative Agent, for the benefit of the applicable L/C Issuer and the
Lenders, a security interest in all such cash, deposit accounts and all
balances therein and all proceeds of the foregoing.  Cash Collateral shall be maintained in
blocked, non-interest bearing deposit accounts at Bank of America or Bank of
America Canada, as applicable.  If at any
time an Administrative Agent determines that any funds held as Cash Collateral
are subject to any right or claim of any Person other than such Administrative
Agent or that the total amount of such funds is less than the aggregate
Outstanding Amount of all applicable L/C Obligations, the applicable Borrower
will, forthwith upon demand by the applicable Administrative Agent, pay to such
Administrative Agent, as additional funds to be deposited as Cash Collateral,
an amount equal to the excess of (x) such aggregate Outstanding Amount
over (y) the total amount of funds, if any, then held as Cash Collateral
that such Administrative Agent determines to be free and clear of any such
right and claim.  Upon the drawing of any
Letter of Credit for which funds are on deposit as Cash Collateral, such funds
shall be applied, to the extent permitted under applicable Laws, to reimburse
the applicable L/C Issuer.


 


39

















 


(h)           Applicability of ISP and UCP. 
Unless otherwise expressly agreed by the applicable L/C Issuer and
Borrower when a Letter of Credit is issued, (i) the rules of the ISP
shall apply to each standby Letter of Credit, and (ii) the rules of
the Uniform Customs and Practice for Documentary Credits, as most recently
published by the International Chamber of Commerce at the time of issuance
shall apply to each commercial Letter of Credit.


 


(i)            Letter of Credit Fees.  Each Borrower
shall pay to the applicable Administrative Agent for the account of each
applicable Lender in accordance with its Applicable Percentage a Letter of
Credit fee (the “Letter of Credit Fee”) (i) for each commercial
Letter of Credit issued for such Borrower’s account at such rates as may be
mutually agreed by such Borrower and L/C Issuer and (ii) for each standby
Letter of Credit issued for such Borrower’s account equal to the Applicable
Rate for Eurodollar Rate Loans times the daily amount available to be
drawn under such Letter of Credit.  For
purposes of computing the daily amount available to be drawn under any Letter
of Credit, the amount of such Letter of Credit shall be determined in
accordance with Section 1.06. 
Letter of Credit Fees shall be (i) due and payable on the last
Business Day of each March, June, September and December, commencing with
the first such date to occur after the issuance of such Letter of Credit, on
the Letter of Credit Expiration Date and thereafter on demand and (ii) computed
on a quarterly basis in arrears.  If
there is any change in the Applicable Rate during any quarter, the daily amount
available to be drawn under each Letter of Credit shall be computed and
multiplied by the Applicable Rate separately for each period during such quarter
that such Applicable Rate was in effect. 
Notwithstanding anything to the contrary contained herein, upon the
request of the Required Lenders, while any Event of Default exists, all Letter
of Credit Fees shall accrue at the Default Rate.


 


(j)            Fronting Fee and Documentary and Processing Charges
Payable to L/C Issuer.  Each Borrower shall pay
directly to the applicable L/C Issuer for its own account a fronting fee (i) with
respect to each commercial Letter of Credit issued for such Borrower’s account,
at such rates as may be mutually agreed by such Borrower and L/C Issuer, (ii) with
respect to any amendment of a commercial Letter of Credit increasing the amount
of such Letter of Credit, at a rate separately agreed between such Borrower and
the L/C Issuer, computed on the amount of such increase, and payable upon the
effectiveness of such amendment, and (iii) with respect to each standby
Letter of Credit, at such rates as may be mutually agreed by such Borrower and
L/C Issuer; provided that no fronting fee shall be charged with respect
to any period when there is only one Lender under this Agreement.  Such fronting fee pursuant to clauses (i) and
(iii) above shall be due and payable on the last Business Day of each
March, June, September and December in respect of the most
recently-ended quarterly period (or portion thereof, in the case of the first
payment), commencing with the first such date to occur after the issuance of
such Letter of Credit, on the Letter of Credit Expiration Date and thereafter
on demand.  For purposes of computing the
daily amount available to be drawn under any Letter of Credit, the amount of
such Letter of Credit shall be determined in accordance with Section 1.06.  In addition, such Borrower shall pay directly
to the applicable L/C Issuer for its own account the customary issuance,
presentation, amendment and other processing fees, and other standard costs and
charges, of such L/C Issuer relating to letters of credit as from time to time
in effect.  Such customary fees and
standard costs and charges are due and payable on demand and are nonrefundable.


 


40

















 


(k)           Conflict with Issuer Documents. 
In the event of any conflict between the terms hereof and the terms of
any Issuer Document, the terms hereof shall control.


 


(l)            Letters of Credit Issued for Subsidiaries. 
Notwithstanding that a Letter of Credit issued or outstanding hereunder
is in support of any obligations of, or is for the account of, a Subsidiary,
the applicable Borrower shall be obligated to reimburse the applicable L/C
Issuer hereunder for any and all drawings under such Letter of Credit.  Each Borrower hereby acknowledges that the
issuance of Letters of Credit for the account of its Subsidiaries inures to the
benefit of such Borrower, and that such Borrower’s business derives substantial
benefits from the businesses of such Subsidiaries.


 


2.04        Prepayments.  (a) Each
Borrower may, upon notice to the applicable Administrative Agent, at any time
or from time to time voluntarily prepay Committed Loans in whole or in part
without premium or penalty; provided that (i) such notice must be received
by such Administrative Agent not later than 10:00 a.m. (A) three
Business Days prior to any date of prepayment of Eurodollar Rate Committed Loans,
and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any
prepayment of Eurodollar Rate Committed Loans shall be in a principal amount
of  $5,000,000 (or Cdn. $5,000,000) or a
whole multiple of $1,000,000 (or Cdn. $1,000,000) in excess thereof; and (iii) any
prepayment of Base Rate Committed Loans shall be in a principal amount of
$500,000 (or Cdn. $500,000) or a whole multiple of $100,000 (or Cdn. $100,000)
in excess thereof.  Each such notice
shall specify the date and amount of such prepayment and the Type(s) of
Committed Loans to be prepaid.  Such
Administrative Agent will promptly notify each applicable Lender of its receipt
of each such notice, and of such Lender’s Applicable Percentage of such
prepayment.  If such notice is given by a
Borrower, the Borrower shall make such prepayment and the payment amount
specified in such notice shall be due and payable on the date specified
therein.  Any prepayment of a Eurodollar
Rate Loan shall be accompanied by all accrued interest thereon, together with
any additional amounts required pursuant to Section 3.05.  Each such prepayment shall be applied to the
applicable Committed Loans of the applicable Lenders in accordance with their
respective Applicable Percentages.


 


41

















 


(b)           If for any reason the Outstanding Amount of all
Domestic Loans and Domestic L/C Obligations at any time exceeds the Aggregate
Domestic Commitments then in effect, the Domestic Borrower shall immediately
prepay Domestic Loans and/or Cash Collateralize the Domestic L/C Obligations in
an aggregate amount equal to such excess. 
If for any reason the Outstanding Amount of all Canadian Loans and
Canadian L/C Obligations at any time exceeds the Aggregate Canadian Commitments
then in effect, the Canadian Borrower shall immediately prepay Canadian Loans
and/or Cash Collateralize the Canadian L/C Obligations in an aggregate amount
equal to such excess.


 


2.05        Reduction or Termination of Commitments.  (a) Each
Borrower may, upon notice to the applicable Administrative Agent, terminate the
Aggregate Commitments, or permanently reduce the sum thereof to an amount not
less than the then Outstanding Amount of all Loans to, and L/C Obligations of,
the Borrowers; provided that (i) any such notice shall be received
by such Administrative Agent not later than 10:00 a.m. two Business Days
prior to the date of termination or reduction, (ii) such Borrower shall
specify which Commitment is to be so reduced, and (iii) any such partial
reduction shall be in an aggregate amount of $5,000,000 (or Cdn. $5,000,000) or
any whole multiple of $1,000,000 (or Cdn. $1,000,000) in excess thereof;


 


(b)           The applicable Administrative Agent shall promptly
notify the applicable Lenders of any such notice of reduction or termination of
the Aggregate Commitments.  Once reduced
in accordance with this Section, the Aggregate Commitments may not be
increased.  Any such reduction shall be
applied to the Commitment of each applicable Lender according to its Applicable
Percentage.  All fees accrued on the
Aggregate Domestic Commitments or Aggregate Canadian Commitments that are
terminated, until the effective date of any termination, shall be paid on the
effective date of such termination.


 


2.06        Repayment of Loans. 
Each Borrower shall repay to the applicable Lenders on the Maturity Date
the aggregate principal amount of Committed Loans outstanding on such date to
such Borrower.


 


2.07        Interest.  (a) Subject
to the provisions of Section 2.07(b), (i) each Eurodollar Rate
Committed Loan shall bear interest on the outstanding principal amount thereof
for each Interest Period at a rate per annum equal to the Eurodollar Rate for
such Interest Period plus the Applicable Rate; and (ii) each Base Rate
Committed Loan shall bear interest on the outstanding principal amount thereof
from the applicable borrowing date at a rate per annum equal to the applicable
Base Rate plus the Applicable Rate.


 


(b)           (i)            If any amount of principal of any Loan is
not paid when due (without regard to any applicable grace periods), whether at
stated maturity, by acceleration or otherwise, such amount shall thereafter,
upon the election of Required Lenders, bear interest at a fluctuating interest
rate per annum at all times equal to the Default Rate to the fullest extent
permitted by applicable Laws.


 


(ii)           If any amount (other than principal of any Loan)
payable by either Borrower under any Loan Document is not paid when due
(without regard to any applicable grace periods), whether at stated maturity,
by acceleration or otherwise, then upon the request of the Required Lenders
such amount shall thereafter bear interest at a fluctuating interest rate per
annum at all times equal to the Default Rate to the fullest extent permitted by
applicable Laws.


 


42

















 


(iii)          Upon the request of the Required Lenders, while any
Event of Default exists, the Borrowers shall pay interest on the principal
amount of all outstanding Obligations hereunder at a fluctuating interest rate
per annum at all times equal to the Default Rate to the fullest extent
permitted by applicable Laws.


 


(iv)          Accrued and unpaid interest on past due amounts
(including interest on past due interest) shall be due and payable upon demand.


 


(c)           Interest on each Loan shall be due and payable in
arrears on each Interest Payment Date applicable thereto and at such other
times as may be specified herein. 
Interest hereunder shall be due and payable in accordance with the terms
hereof before and after judgment, and before and after the commencement of any
proceeding under any Debtor Relief Law.


 


2.08        Fees.  In addition
to certain fees described in subsections (i) and (j) of Section 2.03:


 


(a)           Commitment Fee.  Each Borrower
shall pay to the applicable Administrative Agent for the account of each
applicable Lender in accordance with its Applicable Percentage, a commitment
fee equal to the Applicable Commitment Fee Percentage times the actual daily
amount by which the Aggregate Domestic Commitments or Aggregate Canadian
Commitments as applicable, exceed the sum of (i) the Outstanding Amount of
Committed Loans to such Borrower and (ii) the Outstanding Amount of L/C
Obligations of such Borrower.  The
commitment fee shall be due and payable quarterly in arrears on the last
Business Day of each March, June, September and December, commencing with
the first such date to occur after the Closing Date, and on the Maturity
Date.  The commitment fee shall be
calculated quarterly in arrears, and if there is any change in the Applicable Commitment
Fee Percentage during any quarter, the actual daily amount shall be computed
and multiplied by the Applicable Commitment Fee Percentage separately for each
period during such quarter that such Applicable Commitment Fee Percentage was
in effect.  The commitment fee shall
accrue at all times during the Availability Period, including at any time
during which one or more of the conditions in Article IV is not
met.


 


(b)           Other Fees.  Each Borrower
shall pay to the Administrative Agents fees in the amounts and at the times
specified in the Fee Letter.  Such fees
shall be fully earned when paid and shall not be refundable for any reason
whatsoever.  The Borrowers shall pay to
the Lenders such fees as shall have been separately agreed upon in writing in
the amounts and at the times so specified. 
Such fees shall be fully earned when paid and shall not be refundable.


 


2.09        Computation of Interest and Fees. 
All computations of interest for Base Rate Loans when the Base Rate is
determined by Bank of America’s “prime rate” shall be made on the basis of a
year of 365 or 366 days, as the case may be, and actual days elapsed.  All other computations of fees and interest
shall be made on the basis of a 360-day year and actual days elapsed (which
results in more fees or interest, as applicable, being paid than if computed on
the basis of a 365-day year).  Interest
shall accrue on each Loan for the day on which the Loan is made, and shall not
accrue on a Loan, or any portion thereof, for the day on which the Loan or such
portion is paid, provided that any Loan that is repaid on the same day
on which it is made shall, subject to Section 2.11(a), bear
interest for one day.  Each rate of
interest which is calculated with reference to a period (the “deemed interest
period”) that is less than the actual number of days in the calendar year of
calculation is, for the purposes of the Interest Act
(Canada), equivalent to a rate based on a calendar year calculated by
multiplying such rate of interest by the actual number of days in the calendar
year of calculation and dividing by the number of days in the deemed interest
period.  Each determination by an
Administrative Agent of an interest rate or fee hereunder shall be conclusive
and binding for all purposes, absent manifest error.


 


43

















 


2.10        Evidence of Debt.  (a) The
Credit Extensions made by each Lender shall be evidenced by one or more
accounts or records maintained by such Lender and by the applicable
Administrative Agent in the ordinary course of business.  The accounts or records maintained by the
Administrative Agents and each Lender shall be conclusive absent manifest error
of the amount of the Credit Extensions made by the Lenders to the Borrowers and
the interest and payments thereon.  Any
failure to so record or any error in doing so shall not, however, limit or
otherwise affect the obligation of the Borrowers hereunder to pay any amount
owing with respect to the Obligations. 
In the event of any conflict between the accounts and records maintained
by any Lender and the accounts and records of the Administrative Agents in
respect of such matters, the accounts and records of the applicable
Administrative Agent shall control in the absence of manifest error.  Upon the request of any Lender made through
the applicable Administrative Agent, the applicable Borrower shall execute and
deliver to such Lender (through the applicable Administrative Agent) a Note,
which shall evidence such Lender’s Loans in addition to such accounts or
records.  Each Lender may attach
schedules to its Note and endorse thereon the date, Type (if applicable),
amount and maturity of its Loans and payments with respect thereto.


 


(b)           In addition to the accounts and records referred to in
Section 2.10(a), each Lender and the Administrative Agents shall
maintain in accordance with their usual practice accounts or records evidencing
the purchases and sales by such Lender of participations in Letters of
Credit.  In the event of any conflict
between the accounts and records maintained by the Administrative Agents and
the accounts and records of any Lender in respect of such matters, the accounts
and records of the Administrative Agents shall control in the absence of
manifest error.


 


2.11        Payments Generally; Administrative Agent’s
Clawback.  (a) General.  All payments to be made by the Borrowers
shall be made without condition or deduction for any counterclaim, defense,
recoupment or setoff.  Except as
otherwise expressly provided herein, all payments by the Borrowers hereunder shall
be made to the applicable Administrative Agent, for the account of the
respective Lenders to which such payment is owed, at the Administrative Agent’s
Office of such Administrative Agent in Dollars or, in the case of payments
regarding Canadian Loans or Canadian Letters of Credit, in Canadian Dollars,
and, in all cases, in immediately available funds not later than 2:00 p.m.
on the date specified herein.  Such
Administrative Agent will promptly distribute to each applicable Lender its
Applicable Percentage (or other applicable share as provided herein) of such
payment in like funds as received by wire transfer to such Lender’s Lending
Office.  All payments received by the Administrative
Agents after 2:00 p.m. shall be deemed received on the next succeeding Business
Day and any applicable interest or fee shall continue to accrue.  If any payment to be made by the Borrowers
shall come due on a day other than a Business Day, payment shall be made on the
next following Business Day, and such extension of time shall be reflected on
computing interest or fees, as the case may be.


 


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(b)           (i)            Funding by Lenders; Presumption by
Administrative Agent.  Unless an Administrative Agent shall have
received notice from a Lender prior to the proposed date of any Committed
Borrowing of Eurodollar Rate Loans (or, in the case of any Committed Borrowing
of Base Rate Loans, prior to 12:00 noon on the date of such Committed
Borrowing) that such Lender will not make available to such Administrative
Agent such Lender’s share of such Committed Borrowing, such Administrative
Agent may assume that such Lender has made such share available on such date in
accordance with Section 2.02 (or, in the case of a Committed
Borrowing of Base Rate Loans, that such Lender has made such share available in
accordance with and at the time required by Section 2.02) and may,
in reliance upon such assumption, make available to the applicable Borrower a
corresponding amount.  In such event, if
a Lender has not in fact made its share of the applicable Committed Borrowing
available to the applicable Administrative Agent, then the applicable Lender
and Borrower severally agree to pay to such Administrative Agent forthwith on
demand such corresponding amount in immediately available funds with interest
thereon, for each day from and including the date such amount is made available
to such Borrower to but excluding the date of payment to such Administrative
Agent, at (A) in the case of a payment to be made by such Lender to the
Domestic Administrative Agent, the greater of the Federal Funds Rate and a rate
determined by the Domestic Administrative Agent in accordance with banking
industry rules on interbank compensation and in the case of a payment to
be made by such Lender to the Canadian Administrative Agent, the Interbank
Reference Rate, plus in either case any administrative, processing or similar
fees customarily charged by such Administrative Agent in connection with the
foregoing, and (B) in the case of a payment to be made by a Borrower, the
interest rate applicable to Base Rate Loans. 
If a Borrower and such Lender shall pay such interest to an
Administrative Agent for the same or an overlapping period, such Administrative
Agent shall promptly remit to such Borrower the amount of such interest paid by
such Borrower for such period.  If such
Lender pays its share of the applicable Committed Borrowing to the applicable
Administrative Agent, then the amount so paid shall constitute such Lender’s
Loan included in such Committed Borrowing. 
Any payment by a Borrower shall be without prejudice to any claim such
Borrower may have against a Lender that shall have failed to make such payment
to the applicable Administrative Agent.


 


(ii)           Payments by Borrowers; Presumptions by Administrative
Agents.  Unless an Administrative Agent shall have
received notice from a Borrower prior to the time at which any payment is due
to the Administrative Agent for the account of the Lenders or the L/C Issuer
hereunder that such Borrower will not make such payment, such Administrative
Agent may assume that such Borrower has made such payment on such date in
accordance herewith and may, in reliance upon such assumption, distribute to
the Appropriate Lenders or the L/C Issuer, as the case may be, the amount
due.  In such event, if a Borrower has
not in fact made such payment, then each of the Appropriate Lenders or the L/C
Issuer, as the case may be, severally agrees to repay to such Administrative Agent
forthwith on demand the amount so distributed to such Lender or the L/C Issuer,
in immediately available funds with interest thereon, for each day from and
including the date such amount is distributed to it to but excluding the date
of payment to such Administrative Agent, in the case of repayments to the
Domestic Administrative Agent at the greater of the Federal Funds Rate and a
rate determined by such Administrative Agent in accordance with banking
industry rules on interbank compensation and in the case of repayments to the
Canadian Administrative Agent, at the Interbank Reference Rate.


 


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A notice of an Administrative Agent to any Lender or
Borrower with respect to any amount owing under this subsection (b) shall
be conclusive, absent manifest error.


 


(c)           Failure to Satisfy Conditions Precedent. 
If any Lender makes available to an Administrative Agent funds for any
Loan to be made by such Lender as provided in the foregoing provisions of this Article II,
and such funds are not made available to the applicable Borrower by such
Administrative Agent because the conditions to the applicable Credit Extension
set forth in Article IV are not satisfied or waived in accordance
with the terms hereof, such Administrative Agent shall return such funds (in
like funds as received from such Lender) to such Lender, without interest.


 


(d)           Obligations of Lenders Several. 
The obligations of the Lenders hereunder to make Loans, to fund
participations in Letters of Credit and to make payments pursuant to Section 10.04(c) are
several and not joint.  The failure of
any Lender to make any Loan, to fund any such participation or to make any
payment under Section 10.04(c) on any date required hereunder
shall not relieve any other Lender of its corresponding obligation to do so on
such date, and no Lender shall be responsible for the failure of any other
Lender to so make its Loan, to purchase its participation or to make its
payment under Section 10.04(c).


 


(e)           Funding Source.  Nothing
herein shall be deemed to obligate any Lender to obtain the funds for any Loan
in any particular place or manner or to constitute a representation by any
Lender that it has obtained or will obtain the funds for any Loan in any
particular place or manner.


 


(f)            Insufficient Funds.  If at any
time insufficient funds are received by and available to an Administrative
Agent to pay fully all amounts of principal, L/C Borrowings, interest and fees
then due hereunder, such funds shall be applied (i) first, toward
payment of interest and fees then due hereunder, ratably among the parties
entitled thereto in accordance with the amounts of interest and fees then due
to such parties, and (ii) second, toward payment of principal and
L/C Borrowings then due hereunder, ratably among the parties entitled thereto
in accordance with the amounts of principal and L/C Borrowings then due to such
parties.


 


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2.12        Sharing of Payments by Lenders.  (a) If
any Domestic Lender shall, by exercising any right of setoff or counterclaim or
otherwise, obtain payment in respect of (a) Obligations due and payable to
such Domestic Lender hereunder and under the other Loan Documents at such time
in excess of its ratable share (according to the proportion of (i) the
amount of such Obligations due and payable to such Domestic Lender at such time
to (ii) the aggregate amount of the Obligations due and payable to all
Domestic Lenders hereunder and under the other Loan Documents at such time) of
payments on account of the Obligations due and payable to all Domestic Lenders
hereunder and under the other Loan Documents at such time obtained by all the
Domestic Lenders at such time or (b) Obligations owing (but not due and
payable) to such Domestic Lender hereunder and under the other Loan Documents
at such time in excess of its ratable share (according to the proportion of (i) the
amount of such Obligations owing (but not due and payable) to such Domestic
Lender at such time to (ii) the aggregate amount of the Obligations owing
(but not due and payable) to all Domestic Lenders hereunder and under the other
Loan Documents at such time) of payment on account of the Obligations owing (but
not due and payable) to all Domestic Lenders hereunder and under the other Loan
Documents at such time obtained by all of the Domestic Lenders at such time
then the Domestic Lender receiving such greater proportion shall (a) notify
the Domestic Administrative Agent of such fact, and (b) purchase (for cash
at face value) participations in the Domestic Loans and subparticipations in
L/C Obligations of the other Domestic Lenders, or make such other adjustments
as shall be equitable, so that the benefit of all such payments shall be shared
by the Domestic Lenders ratably in accordance with the aggregate amount of
Obligations then due and payable to the Domestic Lenders or owing (but not due
and payable) to the Domestic Lenders, as the case may be, provided that:


 


(i)            if any such participations or subparticipations are
purchased and all or any portion of the payment giving rise thereto is
recovered, such participations or subparticipations shall be rescinded and the
purchase price restored to the extent of such recovery, without interest; and


 


(ii)           the provisions of this Section shall not be
construed to apply to (A) any payment made by the Domestic Borrower
pursuant to and in accordance with the express terms of this Agreement or (B) any
payment obtained by a Lender as consideration for the assignment of or sale of
a participation in any of its Domestic Loans or subparticipations in L/C
Obligations to any assignee or participant, other than to the Domestic Borrower
or any Subsidiary thereof (as to which the provisions of this Section shall
apply).


 


(b)           If any Canadian Lender shall, by exercising any right
of setoff or counterclaim or otherwise, obtain payment in respect of (a) Obligations
due and payable to such Canadian Lender hereunder and under the other Loan Documents
at such time in excess of its ratable share (according to the proportion of (i) the
amount of such Obligations due and payable to such Canadian Lender at such time
to (ii) the aggregate amount of the Obligations due and payable to all
Canadian Lenders hereunder and under the other Loan Documents at such time) of
payments on account of the Obligations due and payable to all Canadian Lenders
hereunder and under the other Loan Documents at such time obtained by all the
Canadian Lenders at such time or (b) Obligations owing (but not due and
payable) to such Canadian Lender hereunder and under the other Loan Documents
at such time in excess of its ratable share (according to the proportion of (i) the
amount of such Obligations owing (but not due and payable) to such Canadian
Lender at such time to (ii) the aggregate amount of the Obligations owing
(but not due and payable) to all Canadian Lenders hereunder and under the other
Loan Documents at such time) of payment on account of the Obligations owing (but
not due and payable) to all Canadian Lenders hereunder and under the other Loan
Documents at such time obtained by all of the Canadian Lenders at such time
then the Canadian Lender receiving such greater proportion shall (a) notify
the Canadian Administrative Agent of such fact, and (b) purchase (for cash
at face value) participations in the Canadian Loans and subparticipations in
L/C Obligations of the other Canadian Lenders, or make such other adjustments
as shall be equitable, so that the benefit of all such payments shall be shared
by the Canadian Lenders ratably in accordance with the aggregate amount of
Obligations then due and payable to the Canadian Lenders or owing (but not due
and payable) to the Canadian Lenders, as the case may be, provided that:


 


47

















 


(i)            if any such participations or subparticipations are
purchased and all or any portion of the payment giving rise thereto is
recovered, such participations or subparticipations shall be rescinded and the
purchase price restored to the extent of such recovery, without interest; and


 


(ii)           the provisions of this Section shall not be
construed to apply to (A) any payment made by the Canadian Borrower
pursuant to and in accordance with the express terms of this Agreement or (B) any
payment obtained by a Canadian Lender as consideration for the assignment of or
sale of a participation in any of its Canadian Loans or subparticipations in
L/C Obligations to any assignee or participant, other than to the Canadian
Borrower or any Subsidiary thereof (as to which the provisions of this Section shall
apply).


 


(c)           From and after the earlier of (i) the occurrence
of an Event of Default under Section 8.01(f) or (g) or
(ii) the occurrence of any Event of Default and the acceleration of the
Obligations hereunder (each such occurrence, a “Sharing Event”), each
Lender (x) agrees to purchase from each other Lender, and each such other
Lender agrees to sell, a risk participation in such other Lender’s outstanding
Loans such that, after giving effect to such purchase and sale, each Lender
holds a risk participation in each outstanding Loan in an amount equal to such
Lender’s Aggregate Applicable Percentage and (y) agrees that its risk
participation in each L/C Obligation shall be adjusted (through purchase and
sale or otherwise) to an amount equal to such Lender’s Aggregate Applicable
Percentage thereof.  It is the intention
of the Lenders that after giving effect to the foregoing, each Lender shall
hold an interest in each outstanding Loan and L/C Obligation equal to such
Lender’s Aggregate Applicable Percentage, and each Lender agrees to take such
actions as may be reasonably requested by the Administrative Agents to effect
the foregoing.  Notwithstanding anything
to the contrary in Section 2.13(a) or (b), if, from and
after a Sharing Event, any Lender shall obtain on account of the Committed
Loans made by it, or its participations in L/C Borrowings regarding Letters of
Credit, any payment (whether voluntary, involuntary, through the exercise of
any right of set-off, or otherwise) in excess of its Aggregate Applicable
Percentage thereof, such Lender shall immediately (a) notify the
Administrative Agents of such fact, and (b) purchase from the other
Lenders such participations in the Committed Loans made by them and/or such
subparticipations in the participations in L/C Borrowings regarding Letters of
Credit as shall be necessary to cause such purchasing Lender to share the
excess payment in respect of such Committed Loans or such participations, as
the case may be, with each of them according to each such Lender’s Aggregate
Applicable Percentage; provided, however, that if all or any
portion of such excess payment is thereafter recovered from the purchasing
Lender, such purchase shall to that extent be rescinded and each such other
Lender shall repay to the purchasing Lender the purchase price paid therefor,
together with an amount equal to such paying Lender’s ratable share (according
to the proportion of (i) the amount of such paying Lender’s required
repayment to (ii) the total amount so recovered from the purchasing
Lender) of any interest or other amount paid or payable by the purchasing
Lender in respect of the total amount so recovered.  The Borrowers agree that any Lender so
purchasing a participation from another Lender may, to the fullest extent
permitted by law, exercise all its rights of payment (including the right of
set-off, but subject to Section 10.08) with respect to such
participation as fully as if such Lender were the direct creditor of the
applicable Borrower in the amount of such participation.  The Administrative Agents will keep records
(which shall be conclusive and binding in the absence of manifest error) of
participations purchased under this Section and will in each case notify
the Lenders following any such purchases or repayments.  Each Lender that purchases a participation
pursuant to this Section shall from and after such purchase have the right
to give all notices, requests, demands, directions and other communications
under this Agreement with respect to the portion of the Obligations purchased
to the same extent as though the purchasing Lender were the original owner of
the Obligations purchased.


 


48

















 


(d)           The Borrowers consent to the foregoing and agree, to
the extent they may effectively do so under applicable law, that any Lender
acquiring a participation pursuant to the foregoing arrangements may exercise
against each Borrower rights of setoff and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of such
Borrower in the amount of such participation.


 


2.13        Reallocation of Aggregate Commitments.


 


(a)           Request for Reallocation. 
Provided there exists no Event of Default, upon notice to the Domestic
Administrative Agent (which shall promptly notify the Canadian Administrative
Agent and the Lenders), the Borrowers may from time to time request a
reallocation of the Aggregate Commitments between the Domestic Facility and the
Canadian Facility; provided that (i) any such request shall be in a
minimum amount of $1,000,000, (ii) the Borrowers may make a maximum of
twelve such requests in any year, and (iii) in no event shall the
Aggregate Canadian Commitments exceed the Dollar Equivalent of $15,000,000 as
of the date of such reallocation.


 


(b)           Lender Elections to Reallocate. 
Each Lender shall notify the Domestic Administrative Agent within ten
days of the receipt of such notice from a Borrower whether or not it agrees to
reallocate its Commitments and, if so, whether by an amount equal to, greater
than, or less than its Applicable Percentage of such requested
reallocation.  Any Lender not responding
within such time period shall be deemed to have declined.  Notwithstanding the foregoing, only a
Canadian Lender may have a Commitment for a Canadian Loan.


 


(c)           Notification by Domestic Administrative Agent;
Additional Lenders.  The Domestic Administrative Agent shall
promptly notify the Canadian Administrative Agent, the Borrowers and each
Lender of the Lenders’ responses to each request made hereunder.  To achieve the full amount of a requested
reallocation, and subject to the approval of the Domestic Administrative Agent
and the L/C Issuers (which approvals shall not be unreasonably withheld), the
Borrowers may also invite additional Eligible Assignees to become Lenders
pursuant to a joinder agreement in form and substance satisfactory to the
Domestic Administrative Agent.


 


49

















 


(d)           Effective Date and Allocations. 
If the Aggregate Commitments are reallocated in accordance with this
Section, the Domestic Administrative Agent and the Borrowers shall determine
the effective date (the “Effective Date”) of such reallocation and the
final allocations, which shall in no event be later than fifteen Business Days
after receipt by the Domestic Administrative Agent of the Borrower’s request
therefor (unless such Borrower consents to a later date).  The Domestic Administrative Agent shall
promptly notify the Canadian Administrative Agent, the Borrowers and the
Lenders of the final allocations and the Effective Date.


 


(e)           Conditions to Effectiveness. 
The Borrowers shall prepay any Committed Loans outstanding on the
Effective Date (and pay any additional amounts required pursuant to Section 3.05)
to the extent necessary to keep the outstanding Committed Loans ratable with
any revised Applicable Percentages arising from any reallocation of the
Commitments under this Section.


 


2.14        Suballocation of Letter of Credit
Sublimits.


 


(a)           Request for Allocation.  Upon notice
to the Domestic Administrative Agent (which shall promptly notify the Domestic
Lenders or the Canadian Lenders, as applicable), a Borrower may from time to
time request an allocation or reallocation of a portion of the Domestic Letter
of Credit Sublimit or the Canadian Letter of Credit Sublimit to the Hong Kong
Branch of the Domestic Administrative Agent; provided that (i) any
such request shall be in a minimum amount of $100,000, (ii) the Borrowers
may make a maximum of twelve such requests in any year, (iii) in no event
shall the amount so allocated by the Canadian Borrower exceed the Canadian
Letter of Credit Sublimit then in effect and (iv) in no event shall the
aggregate amount so allocated by the Domestic Borrower and the Canadian
Borrower exceed the Domestic Letter of Credit Sublimit then in effect.  Any amounts so allocated or reallocated may
be reallocated by the Borrower to its Letter of Credit Sublimit at any time and
from time to time.  If a Borrower shall
allocate or reallocate amounts to or from its Letter of Credit Sublimit, the
Domestic Administrative Agent and such Borrower shall determine the effective
date of such allocation or reallocation, which shall in no event be before the
fifth Business Day immediately following the date of such notice.  The Hong Kong Subfacility is part of, and not
in addition to, the Domestic Letter of Credit Sublimit and the Canadian Letter
of Credit Sublimit.


 


(b)           Utilization of Hong Kong Subfacility. 
It is understood that amounts allocated to the Domestic Administrative
Agent’s Hong Kong Branch may be utilized by the Borrowers for the issuance of
commercial Letters of Credit, the issuance of shipside bonds of up to 180 days
and other trade products reasonably acceptable to the Hong Kong Branch of the
Domestic Administrative Agent, and that availability for Letters of Credit
under the Domestic Commitments or Canadian Commitments, as applicable, shall be
reduced by the allocation to the Hong Kong Subfacility.  The applicable Borrower shall pay to the
Domestic Administrative Agent’s Hong Kong office fees on any shipside bonds and
other trade products at such rates and times as may be mutually agreed by such
Borrower and office.


 


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ARTICLE III

TAXES, YIELD PROTECTION AND ILLEGALITY


 


3.01        Taxes.  (a) Payments
Free of Taxes.  Any and all payments
by or on account of any obligation of the Borrowers hereunder or under any
other Loan Document shall be made free and clear of and without reduction or
withholding for any Indemnified Taxes or Other Taxes, provided that if the
Borrowers shall be required by applicable law to deduct or withhold any
Indemnified Taxes (including any Other Taxes) from such payments, then (i) the
sum payable shall be increased as necessary so that after making all required
deductions or withholdings (including deductions applicable to additional sums
payable under this Section) the applicable Administrative Agent, any Lender or
the applicable L/C Issuer, as the case may be, receives an amount equal to the
sum it would have received had no such deductions or withholdings been made, (ii) the
applicable Borrower shall make such deductions or withholdings and (iii) the
applicable Borrower shall timely pay the full amount deducted or withheld to
the relevant Governmental Authority in accordance with applicable law.


 


(b)           Payment of Other Taxes by the Borrowers. 
Without limiting the provisions of subsection (a) above, the
Borrowers shall timely pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law.


 


(c)           Indemnification by the Borrowers. 
The Borrowers shall indemnify the Administrative Agents, each Lender and
the L/C Issuers, within 10 days after demand therefor, for the full amount of
any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other
Taxes imposed or asserted on or attributable to amounts payable under this
Section) paid by such Administrative Agent, such Lender or such L/C Issuer, as
the case may be, and any penalties, interest and reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes or
Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority.  A certificate as
to the amount of such payment or liability delivered to the applicable Borrower
by a Lender or L/C Issuer (with a copy to the applicable Administrative Agent),
or by an Administrative Agent on its own behalf or on behalf of a Lender or an
L/C Issuer, shall be conclusive absent manifest error.


 


(d)           Evidence of Payments.  As soon as
practicable after any payment of Indemnified Taxes or Other Taxes by a Borrower
to a Governmental Authority, such Borrower shall deliver to the applicable
Administrative Agent the original or a certified copy of a receipt issued by
such Governmental Authority evidencing such payment, a copy of the return
reporting such payment or other evidence of such payment reasonably
satisfactory to such Administrative Agent.


 


(e)           Status of Lenders.  Any Lender
that is entitled to an exemption from or reduction of withholding Tax under the
law of the jurisdiction in which a Borrower is resident for Tax purposes, or
any treaty to which such jurisdiction is a party, with respect to payments
hereunder or under any other Loan Document shall, if requested by a Borrower or
the applicable Administrative Agent, deliver to such Borrower (with a copy to
the applicable Administrative Agent), at the time or times prescribed by applicable
law or reasonably requested by such Borrower or such Administrative Agent, such
properly completed and executed documentation prescribed by applicable law as
will permit such payments to be made without withholding or at a reduced rate
of withholding.  In addition, any Lender,
if requested by a Borrower or the applicable Administrative Agent, shall
deliver such other documentation prescribed by applicable law or reasonably
requested by such Borrower or such Administrative Agent as will enable such
Borrower or such Administrative Agent to determine whether or not such Lender
is subject to backup withholding or information reporting requirements.


 


51

















 


(f)            Treatment of Certain Refunds. 
If an Administrative Agent, any Lender or an L/C Issuer determines, in
its good faith discretion, that it has received a refund of any Taxes or Other
Taxes as to which it has been indemnified by a Borrower or with respect to
which a Borrower has paid additional amounts pursuant to this Section 3.01,
it shall pay to such Borrower an amount equal to such refund (but only to the
extent of indemnity payments made, or additional amounts paid, by such Borrower
under this Section with respect to the Taxes or Other Taxes giving rise to
such refund), net of all out of pocket expenses of such Administrative Agent,
such Lender or such L/C Issuer, as the case may be, and without interest (other
than any interest paid by the relevant Governmental Authority with respect to
such refund), provided that such Borrower, upon the request of such
Administrative Agent, such Lender or such L/C Issuer, agrees to repay the
amount paid over to such Borrower (plus any penalties, interest or other
charges imposed by the relevant Governmental Authority) to such Administrative
Agent, such Lender or such L/C Issuer if such Administrative Agent, such Lender
or such L/C Issuer is required to repay such refund to such Governmental
Authority.  This subsection shall not be
construed to require any Administrative Agent, any Lender or any L/C Issuer to
make available its Tax returns (or any other information relating to its Taxes
that it deems confidential) to the Borrowers.


 


(g)           Contest.  If a Borrower
determines in good faith that a reasonable basis exists for contesting a Tax or
Other Tax with respect to which the Borrower has paid an additional amount
under this Section 3.01, the relevant Lender, Administrative Agent
or L/C Issuer, as applicable, shall cooperate with the Borrower (but shall have
no obligation to disclose any confidential information, unless arrangements
satisfactory to the relevant Lender have been made to preserve the confidential
nature of such information) in challenging such Tax or Other Tax at the
Borrower’s expense if requested by the Borrower (it being understood and agreed
that none of the Administrative Agents, L/C Issuers or any Lender shall have
any obligation to contest, or any responsibility for contesting, any Tax), and
any cost incurred by the relevant Lender, Administrative Agent, or L/C Issuer
in connection with its cooperation shall be borne by the relevant Borrower.


 


3.02        Illegality.  If any Lender
determines that any Law has made it unlawful, or that any Governmental
Authority has asserted that it is unlawful, for any Lender or its applicable
Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine
or charge interest rates based upon the Eurodollar Rate, or any Governmental
Authority has imposed material restrictions on the authority of such Lender to
purchase or sell, or to take deposits of, Dollars in the London interbank
market, then, on notice thereof by such Lender to the applicable Borrower
through the applicable Administrative Agent, any obligation of such Lender to
make or continue Eurodollar Rate Loans or to convert Base Rate Loans to
Eurodollar Rate Loans shall be suspended until such Lender notifies such
Administrative Agent and such Borrower that the circumstances giving rise to
such determination no longer exist.  Upon
receipt of such notice, such Borrower shall, upon demand from such Lender (with
a copy to the applicable Administrative Agent), prepay or, if applicable,
convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on
the last day of the Interest Period therefor, if such Lender may lawfully
continue to maintain such Eurodollar Rate Loans to such day, or immediately, if
such Lender may not lawfully continue to maintain such Eurodollar Rate
Loans.  Upon any such prepayment or
conversion, the applicable Borrower shall also pay accrued interest on the
amount so prepaid or converted.


 


52

















 


3.03        Inability to Determine Rates. 
If the Required Lenders determine that for any reason in connection with
any request for a Eurodollar Rate Loan or a conversion to or continuation
thereof that (a) Dollar deposits are not being offered to banks in the
London interbank eurodollar market for the applicable amount and Interest
Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not
exist for determining the Eurodollar Rate for any requested Interest Period
with respect to a proposed Eurodollar Rate Loan, or (c) the Eurodollar
Rate for any requested Interest Period with respect to a proposed Eurodollar
Rate Loan does not adequately and fairly reflect the cost to such Lenders of
funding such Loan, the Administrative Agents will promptly so notify the
Borrower and each Lender.  Thereafter,
the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall
be suspended until the Administrative Agents (upon the instruction of the
Required Lenders) revoke such notice. 
Upon receipt of such notice, the Borrowers may revoke any pending
request for a Committed Borrowing of, conversion to or continuation of
Eurodollar Rate Loans or, failing that, will be deemed to have converted such
request into a request for a Committed Borrowing of Base Rate Loans in the
amount specified therein.


 


3.04        Increased Costs; Reserves on Eurodollar
Rate Loans.  (a) Increased Costs Generally.  Subject to the provisions of Section 3.01
(which shall be conclusive with respect to matters covered thereby), if any
Change in Law shall:


 


(i)            impose, modify or deem applicable any reserve, special
deposit, compulsory loan, insurance charge or similar requirement against
assets of, deposits with or for the account of, or credit extended or
participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(e))
or any L/C Issuer;


 


(ii)           subject any Lender or any L/C Issuer to any Tax of any
kind whatsoever with respect to this Agreement, any Letter of Credit, any
participation in a Letter of Credit or any Eurodollar Rate Loan made by it, or
change the basis of taxation of payments to such Lender or L/C Issuer in
respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01
and the imposition of, or any change in the rate of, any Excluded Tax payable
by such Lender or L/C Issuer); or


 


(iii)          impose on any Lender or any L/C Issuer or the London
interbank market any other condition, cost or expense affecting this Agreement
or Eurodollar Rate Loans made by such Lender or any Letter of Credit or
participation therein;


 


and the result of any of the foregoing shall be to
increase the cost to such Lender of making or maintaining any Eurodollar Rate
Loan (or of maintaining its obligation to make any such Loan), or to increase
the cost to such Lender or such L/C Issuer of participating in, issuing or
maintaining any Letter of Credit (or of maintaining its obligation to
participate in or to issue any Letter of Credit), or to reduce the amount of
any sum received or receivable by such Lender or such L/C Issuer hereunder
(whether of principal, interest or any other amount) then, upon request of such
Lender or L/C Issuer, the applicable Borrower will pay to such Lender or such
L/C Issuer, as the case may be, such additional amount or amounts as will
compensate such Lender or such L/C Issuer, as the case may be, for such
additional costs incurred or reduction suffered.


 


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(b)           Capital Requirements.  If any Lender
or any L/C Issuer determines that any Change in Law affecting such Lender or
such L/C Issuer or any Lending Office of such Lender or such Lender’s or such
L/C Issuer’s holding company, if any, regarding capital requirements has or
would have the effect of reducing the rate of return on such Lender’s or the
L/C Issuer’s capital or on the capital of such Lender’s or such L/C Issuer’s
holding company, if any, as a consequence of this Agreement, the Commitments of
such Lender or the Loans made by, or participations in Letters of Credit held
by, such Lender, or the Letters of Credit issued by such L/C Issuer, to a level
below that which such Lender or such L/C Issuer or such Lender’s or such L/C
Issuer’s holding company could have achieved but for such Change in Law (taking
into consideration such Lender’s or such L/C Issuer’s policies and the policies
of such Lender’s or such L/C Issuer’s holding company with respect to capital
adequacy), then from time to time the applicable Borrower will pay to such
Lender or such L/C Issuer, as the case may be, such additional amount or
amounts as will compensate such Lender or such L/C Issuer or such Lender’s or
such L/C Issuer’s holding company for any such reduction suffered.


 


(c)           Certificates for Reimbursement. 
A certificate of a Lender or an L/C Issuer setting forth the amount or
amounts necessary to compensate such Lender or such L/C Issuer or its holding
company, as the case may be, as specified in subsection (a) or (b) of
this Section and delivered to the applicable Borrower shall be conclusive
absent manifest error.  Such Borrower
shall pay such Lender or such L/C Issuer, as the case may be, the amount shown
as due on any such certificate within 10 days after receipt thereof.


 


(d)           Delay in Requests.  Failure or
delay on the part of any Lender or any L/C Issuer to demand compensation
pursuant to the foregoing provisions of this Section shall not constitute
a waiver of such Lender’s or such L/C Issuer’s right to demand such
compensation, provided that the Borrowers shall not be required to
compensate a Lender or an L/C Issuer pursuant to the foregoing provisions of
this Section for any increased costs incurred or reductions suffered more
than nine months prior to the date that such Lender or such L/C Issuer, as the
case may be, notifies the Borrowers of the Change in Law giving rise to such
increased costs or reductions and of such Lender’s or such L/C Issuer’s
intention to claim compensation therefor (except that, if the Change in Law
giving rise to such increased costs or reductions is retroactive, then the
nine-month period referred to above shall be extended to include the period of
retroactive effect thereof).


 


(e)           Reserves on Eurodollar Rate Loans.  The
Borrowers shall pay to each Lender, as long as such Lender shall be required to
maintain reserves with respect to liabilities or assets consisting of or
including Eurocurrency funds or deposits (currently known as “Eurocurrency
liabilities”), additional interest on the unpaid principal amount of each
Eurodollar Rate Loan equal to the actual costs of such reserves allocated to
such Loan by such Lender (as determined by such Lender in good faith, which
determination shall be conclusive), which shall be due and payable on each date
on which interest is payable on such Loan, provided the Borrowers shall
have received at least 10 days’ prior notice (with a copy to the Administrative
Agents) of such additional interest from such Lender.  If a Lender fails to give notice 10 days
prior to the relevant Interest Payment Date, such additional interest shall be
due and payable 10 days from receipt of such notice.


 


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3.05        Compensation for Losses. 
Upon demand of any Lender (with a copy to the applicable Administrative
Agent) from time to time, the applicable Borrower shall promptly compensate
such Lender for and hold such Lender harmless from any loss, cost or expense
incurred by it as a result of:


 


(a)           any continuation, conversion, payment or prepayment of
any Loan other than a Base Rate Loan on a day other than the last day of the
Interest Period for such Loan (whether voluntary, mandatory, automatic, by
reason of acceleration, or otherwise);


 


(b)           any failure by such Borrower (for a reason other than
the failure of such Lender to make a Loan) to prepay, borrow, continue or
convert any Loan other than a Base Rate Loan on the date or in the amount
notified by such Borrower; or


 


(c)           any assignment of a Eurodollar Rate Loan on a day
other than the last day of the Interest Period therefor as a result of a
request by such Borrower pursuant to Section 10.13;


 


including any loss of anticipated profits and any loss
or expense arising from the liquidation or reemployment of funds obtained by it
to maintain such Loan or from fees payable to terminate the deposits from which
such funds were obtained.  The applicable
Borrower shall also pay any customary administrative fees charged by such Lender
in connection with the foregoing.


 


For purposes of calculating amounts payable by a
Borrower to the Lenders under this Section 3.05, each Lender shall
be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar
Rate for such Loan by a matching deposit or other borrowing in the London
interbank eurodollar market for a comparable amount and for a comparable
period, whether or not such Eurodollar Rate Loan was in fact so funded.


 


3.06        Mitigation Obligations; Replacement of
Lenders.  (a) Designation of a Different
Lending Office.  If any Lender
requests compensation under Section 3.04, or a Borrower is required
to pay any additional amount to any Lender or any Governmental Authority for
the account of any Lender pursuant to Section 3.01, or if any
Lender gives a notice pursuant to Section 3.02, then such Lender
shall use reasonable efforts to designate a different Lending Office for
funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the
judgment of such Lender, such designation or assignment (i) would
eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04,
as the case may be, in the future, or eliminate the need for the notice
pursuant to Section 3.02, as applicable, and (ii) in each
case, would not subject such Lender to any unreimbursed cost or expense and
would not otherwise be disadvantageous to such Lender.  The applicable Borrower hereby agrees to pay
all reasonable costs and expenses incurred by any Lender in connection with any
such designation or assignment.


 


(b)           Replacement of Lenders.  If any Lender
requests compensation under Section 3.04, or if a Borrower is
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 3.01,
such Borrower may replace such Lender in accordance with Section 10.13.


 


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3.07        Survival.  All of the
Borrowers’ obligations under this Article III shall survive
termination of the Aggregate Commitments and repayment of all other Obligations
hereunder.


 


ARTICLE IV

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS


 


4.01        Conditions of Initial Credit Extension. 
The obligation of the L/C Issuers and each Lender to make its initial
Credit Extension hereunder is subject to satisfaction of the following
conditions precedent:


 


(a)           The Domestic Administrative Agent’s receipt of the
following, each of which shall be originals or telecopies (followed promptly by
originals) unless otherwise specified, each properly executed by a Responsible
Officer of the signing Loan Party, each dated the Closing Date (or, in the case
of certificates of governmental officials, a recent date before the Closing
Date) and each in form and substance satisfactory to the Domestic
Administrative Agent:


 


(i)            executed counterparts of this Agreement and the
Guaranty, sufficient in number for distribution to the Administrative Agents
and the Borrowers;


 


(ii)           a Note executed by each Borrower in favor of each
Lender;


 


(iii)          a security agreement, in substantially the form of Exhibit F
(together with each other security agreement and security agreement supplement
delivered pursuant to Section 6.12, in each case as amended, the “Security
Agreement”), duly executed by each Loan Party, together with:


 


(A)          Financing Statements in form appropriate for filing
under the Uniform Commercial Code of all jurisdictions that the Domestic
Administrative Agent may reasonably deem necessary or desirable in order to
perfect the Liens created under the Security Agreement, covering the Collateral
described in the Security Agreement,


 


(B)           completed requests for information, dated on or before
the date of the initial Credit Extension, including the results of a recent
search of all effective financing statements filed in the jurisdiction of
incorporation of each Loan Party that name any Loan Party as debtor, together
with copies of such other financing statements to the extent reasonably
requested by Domestic Administrative Agent,


 


(C)           evidence of the completion of all other actions,
recordings and filings of or with respect to the Security Agreement that the
Domestic Administrative Agent may reasonably deem necessary or desirable in
order to perfect the Liens created thereby, and


 


(D)          evidence that all other action that the Domestic
Administrative Agent may reasonably deem necessary or desirable in order to perfect
the Liens created under the Security Agreement has been taken (including
receipt of duly executed payoff letters and UCC-3 termination statements);


 


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(iv)          the Pledge Agreement, duly executed by the Domestic
Borrower and each Domestic Subsidiary that holds Equity Interests in other
Domestic Subsidiaries or in a first-tier Foreign Subsidiary, together with:


 


(A)          certificates, if any, representing the pledged Equity
Interests referred to therein accompanied by undated stock powers executed in
blank, and


 


(B)           Financing Statements in form appropriate for filing
under the Uniform Commercial Code of all jurisdictions that the Domestic
Administrative Agent may reasonably deem necessary or desirable in order to
perfect the Liens created under the Pledge Agreement, covering the Collateral
described in the Pledge Agreement;


 


(v)           executed counterparts of the Guaranty;


 


(vi)          such certificates of resolutions or other action,
incumbency certificates and/or other certificates of the secretary or a
Responsible Officer of each Loan Party as the Administrative Agents may
reasonably require evidencing the identity, authority and capacity of each
Responsible Officer thereof authorized to act as a Responsible Officer in
connection with this Agreement and the other Loan Documents to which such Loan
Party is a party or is to be a party;


 


(vii)         such documents and certifications as the
Administrative Agents may reasonably require to evidence that each Loan Party
is duly organized or formed, and that each of the Borrowers and the Guarantors
is validly existing and in good standing in its jurisdiction of formation;


 


(viii)        favorable opinions of O’Melveny & Myers LLP,
Stikeman Elliott LLP, and the General Counsel to the Loan Parties, addressed to
the Domestic Administrative Agent and each Domestic Lender, as to the matters
set forth in Exhibit G and such other matters concerning the Loan
Parties and the Loan Documents as the Required Lenders may reasonably request;


 


(ix)           a certificate of a Responsible Officer of the Domestic
Borrower either (A) stating that all consents, licenses and approvals
required in connection with the execution, delivery and performance by each
Loan Party and the validity against each Loan Party of the Loan Documents to
which it is a party have been obtained, and such consents, licenses and
approvals shall be in full force and effect, or (B) stating that no such
consents, licenses or approvals are so required;


 


(x)            a certificate signed by a Responsible Officer of the
Domestic Borrower certifying (A) that the conditions specified in Sections 4.02(a) and
(b) have been satisfied, (B) that there has been no event or
circumstance since the date of the Audited Financial Statements that has had or
would be reasonably expected to have, either individually or in the aggregate,
a Material Adverse Effect; and (C) a calculation of the Total Adjusted
Leverage Ratio as of the last day of the fiscal quarter of the Domestic
Borrower most recently ended prior to the Closing Date;


 


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(xi)           certificates of insurance, naming the Domestic
Administrative Agent, on behalf of the Lenders, as an additional insured or
loss payee, as the case may be, under all insurance policies maintained with
respect to the assets and properties of the Loan Parties that constitute
Collateral;


 


(xii)          evidence that the Existing Credit Agreement has been,
or concurrently with the Closing Date is being, terminated and all Liens
securing obligations under the Existing Credit Agreement have been, or
concurrently with the Closing Date are being, released; and


 


(xiii)         such other assurances, certificates, documents,
consents or opinions as the Administrative Agents or the L/C Issuers reasonably
may require.


 


(b)           All fees required to be paid to the Administrative
Agents on or before the Closing Date shall have been paid.


 


(c)           Unless waived by the Administrative Agents, the
Domestic Borrower shall have paid all reasonable fees, charges and
disbursements of counsel to the Administrative Agents (directly to such counsel
if requested by the Administrative Agents) to the extent invoiced prior to or
on the Closing Date, plus such additional amounts of such reasonable fees, charges
and disbursements as shall constitute its reasonable estimate of such fees,
charges and disbursements incurred or to be incurred by it through the closing
proceedings (provided that such estimate shall not thereafter preclude a final
settling of accounts between the Domestic Borrower and the Administrative
Agents).


 


Without limiting the generality of the provisions of Section 9.04,
for purposes of determining compliance with the conditions specified in this Section 4.01,
each Lender that has signed this Agreement shall be deemed to have consented
to, approved or accepted or to be satisfied with, each document or other matter
required thereunder to be consented to or approved by or acceptable or
satisfactory to a Lender unless the Domestic Administrative Agent shall have
received notice from such Lender prior to the proposed Closing Date specifying
its objection thereto.


 


4.02        Conditions to all Credit Extensions. 
The obligation of each Lender to honor any Request for Credit Extension
(other than a Committed Loan Notice requesting only a conversion of Loans to
the other Type, or a continuation of Eurodollar Rate Loans) is subject to the
following conditions precedent:


 


(a)           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 herewith or therewith, shall be true and correct in
all material respects on and as of the date of such Credit Extension, 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 for purposes of this Section 4.02,
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.


 


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(b)           No Default shall exist and be continuing, or would
result from such proposed Credit Extension or from the application of the
proceeds thereof.


 


(c)           The applicable Administrative Agent and, if
applicable, the applicable L/C Issuer shall have received a Request for Credit Extension
in accordance with the requirements hereof.


 


Each Request for Credit Extension (other than a
Committed Loan Notice requesting only a conversion of Loans to the other Type
or a continuation of Eurodollar Rate Loans) submitted by a Borrower shall be
deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and
(b) have been satisfied on and as of the date of the applicable
Credit Extension.


 


ARTICLE V

REPRESENTATIONS AND WARRANTIES


 


The Domestic Borrower represents and warrants to the
Administrative Agents and the Lenders that:


 


5.01        Existence, Qualification and Power. 
Each Loan Party and each of its Subsidiaries (a) is duly organized
or formed, validly existing and, as applicable, in good standing under the Laws
of the jurisdiction of its incorporation or organization, (b) has all
requisite power and authority and all requisite governmental licenses,
authorizations, consents and approvals to (i) own or lease its assets and
carry on its business and (ii) execute, deliver and perform its
obligations under the Loan Documents to which it is a party, and (c) is
duly qualified and is licensed and, as applicable, in good standing under the
Laws of each jurisdiction where its ownership, lease or operation of properties
or the conduct of its business requires such qualification or license; except
in each case referred to in clause (b)(i) or (c), to the extent that
failure to do so would not reasonably be expected to have a Material Adverse
Effect.


 


5.02        Authorization; No Contravention. 
The execution, delivery and performance by each Loan Party of each Loan
Document to which such Person is or is to be a party have been duly authorized
by all necessary corporate or other organizational action, and do not and will
not (a) contravene the terms of any of such Person’s Organization
Documents; (b) conflict with or result in any material breach or
contravention of, or the creation of any Lien under (i) any material
Contractual Obligation to which such Person is a party or (ii) any order,
injunction, writ or decree of any Governmental Authority or any arbitral award
to which such Person or its property is subject; or (c) violate any Law.


 


5.03        Governmental Authorization; Other
Consents.  No approval, consent, exemption,
authorization, or other action by any Governmental Authority or any other
Person is necessary or required in connection with (a) the execution,
delivery or performance by, or enforcement against, any Loan Party of this
Agreement or any other Loan Document, (b) the grant by any Loan Party of
the Liens granted by it pursuant to the Collateral Documents, or (c) the
perfection of the Liens created under the Collateral Documents (including the
first priority nature thereof), except such as have been obtained.


 


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5.04        Binding Effect. 
This Agreement has been, and each other Loan Document, when delivered
hereunder, will have been, duly executed and delivered by each Loan Party that
is party thereto.  This Agreement
constitutes, and each other Loan Document when so delivered will constitute, a
legal, valid and binding obligation of such Loan Party, enforceable against
each Loan Party that is party thereto in accordance with its terms, except as
may be limited by bankruptcy, insolvency, reorganization, moratorium or similar
laws relating to or limiting creditors’ rights generally or by equitable
principles relating to enforceability.


 


5.05        Financial Statements; No Material Adverse
Effect; No Internal Control Event.


 


(a)           The Audited Financial Statements (i) were
prepared in all material respects in accordance with GAAP consistently applied
throughout the period covered thereby, except as otherwise expressly noted
therein; (ii) fairly present in all material respects the financial
condition of the Domestic Borrower and its Subsidiaries as of the date thereof
and their results of operations for the period covered thereby in accordance
with GAAP consistently applied throughout the period covered thereby, except as
otherwise expressly noted therein; and (iii) show all material
indebtedness and other liabilities, direct or contingent, of the Domestic
Borrower and its Subsidiaries as of the date thereof, including liabilities for
Taxes, material commitments and Indebtedness, in each case, to the extent
required to be shown thereon in accordance with GAAP.


 


(b)           The unaudited consolidated balance sheets of the
Domestic Borrower and its Subsidiaries dated July 1, 2006, and the related
consolidated statements of income or operations, shareholders’ equity and cash
flows for the fiscal quarter ended on that date (i) were prepared in all
material respects in accordance with GAAP consistently applied throughout the
period covered thereby, except as otherwise expressly noted therein, and (ii) fairly
present in all material respects the financial condition of the Domestic
Borrower and its Subsidiaries as of the date thereof and their results of
operations for the period covered thereby, subject, in the case of clauses (i) and
(ii), to the absence of footnotes and to normal year-end audit
adjustments.  Schedule 7.02
sets forth all material indebtedness of the Domestic Borrower and its
consolidated Subsidiaries as of the Closing Date.


 


(c)           Since the date of the Audited Financial Statements,
there has been no event or circumstance, either individually or in the
aggregate, that has had or would reasonably be expected to have a Material
Adverse Effect.


 


(d)           To the best knowledge of the Domestic Borrower, no
Internal Control Event exists or has occurred since the date of the Audited
Financial Statements that has resulted in or could reasonably be expected to
result in a Material Adverse Effect.


 


(e)           The consolidated forecasted balance sheets, statements
of income and cash flows of the Domestic Borrower and its Subsidiaries
delivered pursuant to Section 6.01(c) were prepared in good
faith on the basis of the assumptions stated therein, which assumptions were
believed to be reasonable in light of the conditions existing at the time of
delivery of such forecasts, it being understood that projections as to future
events are not to be viewed as facts and that actual results may differ from
the projections.


 


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5.06        Litigation.  There are no
actions, suits, proceedings, claims or disputes pending or, to the knowledge of
a Responsible Officer of the Domestic Borrower, threatened, at law, in equity,
in arbitration or before any Governmental Authority, by or against the Domestic
Borrower or any of its Subsidiaries or against any of their properties or
revenues that (a) purport to affect or pertain to this Agreement or any
other Loan Document, or (b) except as specifically disclosed in  Schedule 5.06 (the “Disclosed
Litigation”), either individually or in the aggregate, would reasonably be
expected to have a Material Adverse Effect.


 


5.07        No Default.  Neither any
Loan Party nor any Subsidiary thereof is in default under or with respect to,
or a party to, any Contractual Obligation that would, either individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect.  No Default has occurred and is continuing or
would result from the consummation of the transactions contemplated by this
Agreement or any other Loan Document.


 


5.08        Ownership of Real Property; Liens.  (a) Each
Loan Party and each of its Subsidiaries has legal title in fee simple to, or
valid leasehold interests in, all real property necessary or used in the
ordinary conduct of its business, except for such defects in title as would
not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.


 


(b)           As of the Closing Date, Schedule 7.01 sets
forth a complete and accurate list of all Liens on the property or assets
(other than real property) of each Loan Party and all material Liens on the
property or assets (other than real property) of each of its Subsidiaries,
showing as of the date hereof the lienholder thereof and the property or assets
of such Loan Party or such Subsidiary subject thereto.  The property of each Loan Party and each of
its Subsidiaries is subject to no Liens, other than Liens permitted by Section 7.01.


 


(c)           As of the Closing Date, Schedule 5.08(c) sets
forth a complete and accurate list of all real property owned in fee simple by
each Loan Party.


 


(d)           As of the Closing Date, Schedule 5.08(d) sets
forth a complete and accurate list of all leases of real property under which
any Loan Party is the lessee.  To the
Domestic Borrower’s knowledge, each such lease is the legal, valid and binding
obligation of the lessor thereof, enforceable in accordance with its terms.


 


(e)           As of the Closing Date, Schedule 7.03 sets
forth a complete and accurate list of all Investments held by any Loan Party or
any Subsidiary of a Loan Party, exclusive of (i) Investments in other Loan
Parties or any Subsidiaries of Loan Parties and (ii) Investments in the
publicly traded Equity Interests of third parties.


 


5.09        Environmental Compliance. 
The Borrower has reasonably concluded that, except as specifically
disclosed in Schedule 5.09, Environmental Laws and claims could
not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.


 


5.10        Insurance.  The
properties of the Domestic Borrower and its Subsidiaries are insured with
financially sound and reputable insurance companies not Affiliates of the
Borrower, in such amounts, with such deductibles and covering such risks as are
customarily carried by companies engaged in similar businesses and owning
similar properties in localities where the Domestic Borrower or the applicable
Subsidiary operates.


 


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5.11        Taxes.  The Domestic
Borrower and its Subsidiaries have filed all Federal, state, provincial and
other material Tax returns and reports required to be filed, and have paid all
Federal, state and other material Taxes, assessments, fees and other
governmental charges levied or imposed upon them or their properties, income or
assets otherwise due and payable, except those which are being contested in good
faith by appropriate proceedings diligently conducted and for which adequate
reserves have been provided in accordance with GAAP.  There is no proposed Tax assessment against
the Domestic Borrower or any Subsidiary that would, if made, have a Material Adverse
Effect.


 


5.12        ERISA Compliance.  (a) Each
Plan is in compliance in all material respects with the applicable provisions
of ERISA, the Code and other Federal or state Laws.  Each Plan that is intended to qualify under Section 401(a) of
the Code has received a favorable determination letter from the IRS or an
application for such a letter is currently being processed by the IRS with
respect thereto and, to the best knowledge of the Domestic Borrower, nothing
has occurred which would prevent, or cause the loss of, such
qualification.  The Domestic Borrower and
each ERISA Affiliate have made all required contributions to each Plan subject
to Section 412 of the Code, and no application for a funding waiver or an
extension of any amortization period pursuant to Section 412 of the Code
has been made with respect to any Plan.


 


(b)           There are no pending or, to the best knowledge of the
Domestic Borrower, threatened claims, actions or lawsuits, or action by any
Governmental Authority, with respect to any Plan that would reasonably be
expected to have a Material Adverse Effect. 
There has been no prohibited transaction or violation of the fiduciary
responsibility rules with respect to any Plan that has resulted or would
reasonably be expected to result in a Material Adverse Effect.


 


(c)           (i) No ERISA Event has occurred or is reasonably
expected to occur; (ii) no Pension Plan has any Unfunded Pension
Liability; (iii) neither the Domestic Borrower nor any ERISA Affiliate has
incurred, or reasonably expects to incur, any liability under Title IV of ERISA
with respect to any Pension Plan (other than premiums due and not delinquent
under Section 4007 of ERISA); (iv) neither the Domestic Borrower nor
any ERISA Affiliate has incurred, or reasonably expects to incur, any liability
(and no event has occurred which, with the giving of notice under Section 4219
of ERISA, would result in such liability) under Section 4201 or 4243 of
ERISA with respect to a Multiemployer Plan that has resulted or would
reasonably be expected to result in a Material Adverse Effect; and (v) neither
the Domestic Borrower nor any ERISA Affiliate has engaged in a transaction that
could be subject to Section 4069 or 4212(c) of ERISA.


 


5.13        Subsidiaries; Equity Interests; Loan
Parties.  As of the Closing Date, the Domestic Borrower
has no Subsidiaries other than those specifically disclosed in Part (a) of
Schedule 5.13, and all of the outstanding Equity Interests in such
Subsidiaries have been validly issued, are fully paid and non-assessable and
are owned by a Loan Party in the amounts specified on Part (a) of Schedule 5.13
free and clear of all Liens except those created under the Collateral
Documents.  As of the Closing Date, the
Domestic Borrower has no equity investments in any other corporation or entity
other than (i) those specifically disclosed in Part (b) of Schedule 5.13
and (ii) Investments in the publicly traded Equity Interests of third
parties.


 


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5.14        Margin Regulations; Investment Company
Act; Public Utility Holding Company Act.  (a) The
Domestic Borrower is not engaged and will not engage, principally or as one of
its important activities, in the business of purchasing or carrying margin
stock (within the meaning of Regulation U issued by the FRB), or extending
credit for the purpose of purchasing or carrying margin stock.


 


(b)           None of the Domestic Borrower, any Person Controlling
the Domestic Borrower, or any Subsidiary is or is required to be registered as
an “investment company” under the Investment Company Act of 1940.


 


5.15        Disclosure.  The Domestic
Borrower has disclosed to the Administrative Agents and the Lenders all matters
known to it that, individually or in the aggregate, could reasonably be
expected to result in a Material Adverse Effect.  No written report, financial statement,
certificate or other written information furnished by or on behalf of any Loan
Party to the Administrative Agents or any Lender in connection with the
transactions contemplated hereby and the negotiation of this Agreement or
delivered hereunder or under any other Loan Document (in each case as modified
or supplemented by other information so furnished) contains any material
misstatement of fact or omits to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided that, with respect to projected financial
information, the Domestic Borrower represents only that such information was
prepared in good faith based upon assumptions believed to be reasonable at the
time (it being understood that such projections are not to be viewed as facts
and that actual results may differ significantly from such projections).


 


5.16        Compliance with Laws. 
Each Loan Party and each Subsidiary thereof is in compliance in all
material respects with the requirements of all Laws and all orders, writs,
injunctions and decrees applicable to it or to its properties, except in such
instances in which (a) such requirement of Law or order, writ, injunction
or decree is being contested in good faith by appropriate proceedings
diligently conducted or (b) the failure to comply therewith, either
individually or in the aggregate, would not reasonably be expected to have a
Material Adverse Effect.


 


5.17        Intellectual Property; Licenses, Etc. 
Each Loan Party and each of its Subsidiaries own, or possess the right
to use, all of the material trademarks, service marks, trade names, copyrights,
patents, patent rights, franchises, licenses and other intellectual property
rights (collectively, “IP Rights”) that are reasonably necessary for the
operation of their respective businesses, without conflict with the rights of
any other Person, and as of the Closing Date, Schedule 5.17 sets
forth a complete and accurate list of all such IP Rights registered in the
United States that are owned by each Loan Party.  To the knowledge of the Responsible Officers
of the Domestic Borrower, no slogan or other advertising device, product,
process, method, substance, part or other material now employed, or now
contemplated to be employed, by any Loan Party or any of its Subsidiaries
infringes upon any material rights held by any other Person in a manner that
would reasonably be expected to result in a Material Adverse Effect.  Except as specifically disclosed in Schedule 5.17,
no claim or litigation regarding any of the foregoing is pending or, to the
knowledge of any Responsible Officer of either Borrower, threatened, which,
either individually or in the aggregate, would reasonably be expected to have a
Material Adverse Effect.


 


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ARTICLE VI

AFFIRMATIVE COVENANTS


 


So long as any Lender shall have any Commitment
hereunder, any Loan or other Obligation hereunder shall remain unpaid or
unsatisfied, or any Letter of Credit shall remain outstanding and not cash
collateralized or otherwise supported in a manner acceptable to the Domestic
Administrative Agent, the Domestic Borrower shall, and shall (except in the
case of the covenants set forth in Sections 6.01, 6.02, 6.03
and 6.11) cause each Subsidiary to:


 


6.01        Financial Statements. 
Deliver to the Domestic Administrative Agent, in form and detail
satisfactory to the Domestic Administrative Agent:


 


(a)           as soon as available, but in any event within 90 days
after the end of each fiscal year of the Domestic Borrower (commencing with the
fiscal year ended December 31, 2006), a consolidated balance sheet of the
Domestic Borrower and its Subsidiaries as at the end of such fiscal year, and
the related consolidated statements of income or operations, shareholders’
equity and cash flows for such fiscal year, together with such other financial
information as the SEC may from time to time require to be included in a Form 10
K filing, all in reasonable detail and prepared in accordance with GAAP,
audited and accompanied by a report and opinion of a Registered Public
Accounting Firm, which report and opinion shall be prepared in accordance with
generally accepted auditing standards and applicable Securities Laws and shall
not be subject to any “going concern” or like qualification or exception or any
qualification or exception as to the scope of such audit or with respect to the
absence of any material misstatement;


 


(b)           as soon as available, but in any event within 50 days
after the end of each of the first three fiscal quarters of each fiscal year of
the Domestic Borrower (commencing with the fiscal quarter ended September 30,
2006), a consolidated balance sheet of the Domestic Borrower and its
Subsidiaries as at the end of such fiscal quarter, and the related consolidated
statements of income or operations and cash flows for such fiscal quarter and
for the portion of such Domestic Borrower’s fiscal year then ended, together
with such other financial information as the SEC may from time to time require
to be included in a Form 10 Q filing, all in reasonable detail, certified
by a Responsible Officer of the Domestic Borrower as fairly presenting the
financial condition, results of operations and cash flows of such Domestic
Borrower and its Subsidiaries in accordance with GAAP, subject only to normal
year-end audit adjustments and the absence of footnotes; and


 


(c)           as soon as available, but in any event not later than
60 days after the end of each fiscal year of the Domestic Borrower, a three
year business plan and budget of the Domestic Borrower and its Subsidiaries on
a consolidated basis, including forecasts prepared by management of the
Domestic Borrower, in form satisfactory to the Administrative Agent and the Required
Lenders, of consolidated balance sheets and statements of income or operations
and cash flows of the Domestic Borrower and its Subsidiaries on a quarterly
basis for the immediately following fiscal year and on an annual basis for the
two fiscal years thereafter.


 


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As to any information contained in materials furnished
pursuant to Section 6.02(b), the Domestic Borrower shall not be
separately required to furnish such information under Section 6.01(a) or
(b) above, but the foregoing shall not be in derogation of the
obligation of the Domestic Borrower to furnish the information and materials
described in Sections 6.01(a) and (b) above at the
times specified therein.


 


6.02        Certificates; Other Information. 
Deliver to the Domestic Administrative Agent, in form and detail
satisfactory to the Domestic Administrative Agent:


 


(a)           concurrently with the delivery of the financial
statements referred to in Sections 6.01(a) and (b), a
duly completed Compliance Certificate signed by a Responsible Officer of the
Domestic Borrower;


 


(b)           promptly after the same are available, copies of each
annual report, proxy or financial statement or other report or communication
sent to the stockholders of the Domestic Borrower, and copies of all annual,
regular, periodic and special reports and registration statements which the
Domestic Borrower may file or be required to file with the SEC under Section 13
or 15(d) of the Securities Exchange Act of 1934, or with any national
securities exchange, and in any case not otherwise required to be delivered to
the Domestic Administrative Agent pursuant hereto;


 


(c)           promptly after the furnishing thereof, copies of any
notice of default furnished to any holder of debt securities of any Loan Party
or of any of its Subsidiaries pursuant to the terms of any indenture, loan or
credit or similar agreement representing Indebtedness in an aggregate
outstanding amount in excess of the Threshold Amount and not otherwise required
to be furnished to the Domestic Administrative Agent pursuant to Section 6.01
or any other clause of this Section 6.02;


 


(d)           promptly, and in any event within five Business Days
after receipt thereof by any Loan Party or any Subsidiary thereof, copies of
each notice or other correspondence received from the SEC (or comparable agency
in any applicable non-U.S. jurisdiction) concerning any investigation or
possible investigation or other inquiry by such agency regarding financial or
other operational results of any Loan Party or any Subsidiary thereof (other
than comment letters and related correspondence for standard reviews, including
but not limited to SEC reviews of annual reports);


 


(e)           promptly after the assertion or occurrence thereof,
notice of any action or proceeding against or of any noncompliance by any Loan
Party or any of its Subsidiaries with any Environmental Law or Environmental
Permit that would reasonably be expected to have a Material Adverse Effect; and


 


(f)            promptly, such additional information regarding the
business, financial, legal or corporate affairs of any Loan Party or any
Subsidiary thereof, or compliance with the terms of the Loan Documents, as
either Administrative Agent or any Lender may from time to time reasonably
request.


 


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Documents required to be delivered pursuant to Section 6.01(a) or
(b) or Section 6.02(b) (to the extent any such
documents are included in materials otherwise filed with the SEC) may be
delivered electronically and if so delivered, shall be deemed to have been
delivered on the date (1) on which the Domestic Borrower posts such
documents, or provides a link thereto on the Domestic Borrower’s website on the
Internet at the website address listed on Schedule 10.02, (2) on
which such documents are posted on a publicly available website maintained by
or on behalf of the SEC for access to documents filed in the EDGAR database
(the “EDGAR Website”), or (3) on which such documents are posted on
the Domestic Borrower’s behalf on an Internet or intranet website, if any, to
which each Lender and the Domestic Administrative Agent have access (whether a
commercial, third-party website or whether sponsored by the Domestic
Administrative Agent); provided that (i) the Domestic Borrower
shall deliver paper copies of such documents to the Domestic Administrative
Agent, for delivery by the Domestic Administrative Agent to any Lender that
requests the Domestic Borrower to deliver such paper copies, until a request to
cease delivering paper copies is given by the Domestic Administrative Agent (or
by such Lender to the Domestic Administrative Agent) and (ii) except with
respect to documents posted on the EDGAR Website, the Domestic Borrower shall
notify the Domestic Administrative Agent (by telecopier or electronic mail) of
the posting of any such documents and, if requested by the Domestic
Administrative Agent, provide to the Domestic Administrative Agent by
electronic mail electronic versions (i.e., soft copies) of such
documents.  Notwithstanding anything contained
herein, in every instance the Domestic Borrower shall be required to provide
paper copies of the Compliance Certificates required by Section 6.02(a) to
the Domestic Administrative Agent. 
Except for such Compliance Certificates, the Domestic Administrative
Agent shall have no obligation to request the delivery or to maintain copies of
the documents referred to above, and in any event shall have no responsibility
to monitor compliance by the Domestic Borrower with any such request for
delivery, and each Lender shall be solely responsible for requesting delivery
to it or maintaining its copies of such documents.


 


If additional financial institutions shall be added as
Lenders under this Agreement, the Borrowers hereby acknowledge that (a) the
Domestic Administrative Agent and Canadian Administrative Agent will make
available to the Lenders and the L/C Issuers materials and/or information
provided by or on behalf of the Borrowers hereunder (collectively, “Borrower
Materials”) by posting the Borrower Materials on IntraLinks or another
similar electronic system (the “Platform”) and (b) certain of the
Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to
receive material non-public information with respect to the Borrowers or their
securities) (each, a “Public Lender”). 
The Borrowers hereby agree that they will use commercially reasonable
efforts to identify that portion of the Borrower Materials that may be
distributed to the Public Lenders and that (w) all such Borrower Materials
shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall
mean that the word “PUBLIC” shall appear prominently on the first page thereof;
(x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed
to have authorized the Administrative Agents, the L/C Issuers and the Lenders
to treat such Borrower Materials as not containing any material non-public
information (although it may be sensitive and proprietary) with respect to the
Borrowers or their securities for purposes of United States Federal and state
securities laws (provided, however, that to the extent such
Borrower Materials constitute Information, they shall be treated as set forth
in Section 10.07); (y) all Borrower Materials marked “PUBLIC”
are permitted to be made available through a portion of the Platform designated
“Public Investor”; and (z) the Administrative Agents shall be entitled to
treat any Borrower Materials that are not marked “PUBLIC” as being suitable
only for posting on a portion of the Platform not designated “Public Investor.”  Notwithstanding the foregoing, (i) the
Borrowers shall be under no Obligation to mark any Borrower Materials “PUBLIC”
and (ii) for purposes hereof, all Borrower Materials made available
through the EDGAR database or a successor database shall be deemed to be “PUBLIC”
and may be treated as such by the Administrative Agents regardless of whether
they have been marked “PUBLIC”.


 


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6.03                        Notices.  Promptly
notify the Domestic Administrative Agent:


 


(a)                                  of the occurrence of any Default;


 


(b)                                 of any matter that has resulted or would
reasonably be expected to result in a Material Adverse Effect, including the
following types of events to the extent any such event would reasonably be
expected to result in a Material Adverse Effect:  (i) breach or non-performance of, or any
default under, a Contractual Obligation of any Loan Party or any Subsidiary
thereof; (ii) any dispute, litigation, investigation, proceeding or
suspension between any Loan Party or any Subsidiary thereof and any
Governmental Authority; or (iii) the commencement of, or any material
development in, any litigation or proceeding affecting any Loan Party or any
Subsidiary thereof, including pursuant to any applicable Environmental Laws;


 


(c)                                  of the occurrence of any ERISA Event;


 


(d)                                 of any material change in accounting
policies or financial reporting practices by any Loan Party or any Subsidiary
thereof; and


 


(e)                                  of the determination by the Registered
Public Accounting Firm providing the opinion required under Section 6.01(a) (in
connection with its preparation of such opinion) or the Domestic Borrower’s
determination at any time of the occurrence or existence of any Internal Control
Event.


 


Each notice pursuant to Section 6.03 shall
be accompanied by a statement of a Responsible Officer of the Domestic Borrower
setting forth details of the occurrence referred to therein and stating what
action the Domestic Borrower has taken and proposes to take with respect
thereto.  Each notice pursuant to Section 6.03(a) shall
describe with particularity any and all provisions of this Agreement and any
other Loan Document that have been breached.


 


6.04                        Payment of Obligations. 
Pay and discharge as or before the same shall become due and payable,
all its (i) tax liabilities, assessments and governmental charges or
levies upon it or its properties or assets, unless the same are being contested
in good faith by appropriate proceedings diligently conducted and adequate
reserves in accordance with GAAP are being maintained by the Domestic Borrower
or such Subsidiary and (ii) other claims and Indebtedness if nonpayment
thereof would reasonably be expected to have a Material Adverse Effect.


 


6.05                        Preservation of Existence, Etc.  (a) 
Preserve, renew and maintain in full force and effect its legal existence and
good standing under the Laws of the jurisdiction of its organization except in
a transaction permitted by Section 7.04 or 7.05, except that
the existence or good standing of any Subsidiary shall not be required to be
maintained to the extent the maintenance thereof is no longer desirable in the
conduct of the business of the Borrowers and their Subsidiaries, or failure to
do so would not reasonably be expected to have a Material Adverse Effect; (b) take
all reasonable action to maintain all rights, privileges, permits, licenses and
franchises necessary or desirable in the normal conduct of its business, except
to the extent that failure to do so would not reasonably be expected to have a
Material Adverse Effect; and (c) preserve or renew all of its registered
patents, trademarks, trade names and service marks, the non-preservation of
which would reasonably be expected to have a Material Adverse Effect.


 


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6.06                        Maintenance of Properties.  (a) Maintain,
preserve and protect all of its material properties and equipment necessary in
the operation of its business in working order and condition, ordinary wear and
tear excepted; and (b) make all necessary repairs thereto and renewals and
replacements thereof, except in each case where the failure to do so would not
reasonably be expected to have a Material Adverse Effect.


 


6.07                        Maintenance of Insurance.  Maintain with financially sound and reputable
insurance companies not Affiliates of the Domestic Borrower, insurance with
respect to its properties and business against loss or damage of the kinds
customarily insured against by Persons engaged in the same or similar business,
of such types and in such amounts as are customarily carried under similar
circumstances by such other Persons.


 


6.08                        Compliance with Laws. 
Comply in all material respects with the requirements of all Laws and
all orders, writs, injunctions and decrees applicable to it or to its business
or property, except in such instances in which (a) such requirement of Law
or order, writ, injunction or decree is being contested in good faith by
appropriate proceedings diligently conducted; or (b) the failure to comply
therewith would not reasonably be expected to have a Material Adverse Effect.


 


6.09                        Books and Records. 
Maintain proper books of record and account, in which full, true and
correct entries in conformity with GAAP consistently applied shall be made of
all financial transactions and matters involving the assets and business of the
Domestic Borrower or such Subsidiary, as the case may be.


 


6.10                        Inspection Rights. 
Permit representatives and independent contractors of the Administrative
Agents and each Lender to visit and inspect any of its properties, to examine
its corporate, financial and operating records, and make copies thereof or
abstracts therefrom, and to discuss its affairs, finances and accounts with its
directors, officers, and independent public accountants, all at such reasonable
times during normal business hours and as often as may be reasonably requested,
upon reasonable advance notice to (and, if desired by the Domestic Borrower, in
the presence and with the participation of) the Domestic Borrower; provided,
however, that (i) unless an Event of Default then exists and is
continuing, the Loan Parties shall only be responsible for the costs and
expenses of the Administrative Agents in connection with up to one such visit
and inspection per year, and (ii) when an Event of Default exists the
Administrative Agents or any Lender (or any of their respective representatives
or independent contractors) may do any of the foregoing at the expense of the
Domestic Borrower at any time during normal business hours and without advance
notice.


 


6.11                        Use of Proceeds. 
Use the proceeds of the Credit Extensions (i) to refinance existing
Indebtedness of the Domestic Borrower and its Subsidiaries and (ii) for
working capital, Capital Expenditures and other general corporate purposes,
including acquisitions, dividends and stock repurchases in conformity with all
provisions of this Agreement.


 


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6.12                        Covenant to Guarantee Obligations and
Give Security.  (a) Upon the formation or acquisition of
any new direct or indirect Subsidiary (other than any Foreign Subsidiary or a
Subsidiary that is held directly or indirectly by a Foreign Subsidiary) by any
Loan Party, then the Domestic Borrower shall, at the Domestic Borrower’s
expense:


 


(i)                                     within 45 days after such formation or
acquisition, cause such Subsidiary, and cause each direct and indirect parent
of such Subsidiary (if it has not already done so), to duly execute and deliver
to the Domestic Administrative Agent a guaranty or guaranty supplement, in form
and substance reasonably satisfactory to the Domestic Administrative Agent,
guaranteeing the other Loan Parties’ obligations under the Loan Documents,


 


(ii)                                  within 45 days after such formation or
acquisition, furnish to the Domestic Administrative Agent such information
regarding the real and personal properties of such Subsidiary as would have
been required under the Loan Documents had such Subsidiary existed as of the
Closing Date,


 


(iii)                               within 45 days after such formation or
acquisition, cause such Subsidiary and each direct and indirect parent of such
Subsidiary (if it has not already done so) to duly execute and deliver Security
Agreement Supplements and amendments to the Pledge Agreement to the Domestic
Administrative Agent and other security and pledge agreements, as specified by
and in form and substance reasonably satisfactory to the Domestic
Administrative Agent (including delivery of all pledged Equity Interests in and
of such Subsidiary, and other instruments of the type specified in Section 4.01(a)(iv)),
securing payment of all the Obligations of such Subsidiary or such parent, as
the case may be, under the Loan Documents,


 


(iv)                              within 45 days after such formation or
acquisition, cause such Subsidiary and each direct and indirect parent of such
Subsidiary (if it has not already done so) to take whatever action reasonably
requested by Domestic Administrative Agent (including the preparation of
Uniform Commercial Code financing statements) that may be necessary or
advisable in the reasonable opinion of the Domestic Administrative Agent to
assist the Domestic Administrative Agent (or in any representative of the
Domestic Administrative Agent designated by it) in obtaining valid and
subsisting Liens on the properties purported to be subject to the Security
Agreement Supplements and security and pledge agreements delivered pursuant to
this Section 6.12, and


 


(v)                                 within 60 days after such formation or
acquisition, deliver to the Domestic Administrative Agent, upon the request of
the Domestic Administrative Agent in its sole discretion, a signed copy of a
favorable opinion, addressed to the Domestic Administrative Agent and the other
Secured Parties, of counsel for the Loan Parties acceptable to the Domestic
Administrative Agent as to such matters relating to such Subsidiary as the
Domestic Administrative Agent may reasonably request.


 


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(b)                                 Upon the acquisition of any item of
personal property with the fair market value in excess of $2,000,000
individually by any Loan Party, if such property, in the judgment of the
Domestic Administrative Agent, shall not already be subject to a perfected
security interest in favor of the Domestic Administrative Agent for the benefit
of the Secured Parties as required pursuant to the Loan Documents, then the
Domestic Borrower shall, at the Domestic Borrower’s expense:


 


(i)                                     within 45 days after such acquisition,
furnish to the Administrative Agent a description of the property so acquired
in detail reasonably satisfactory to the Administrative Agent that would have
been required under the Loan Documents had such property been owned as of the
Closing Date,


 


(ii)                                  within 45 days after such acquisition,
cause the applicable Loan Party to duly execute and deliver Security Agreement
Supplements to the Domestic Administrative Agent and other security and pledge
agreements, as specified by and in form and substance reasonably satisfactory
to the Domestic Administrative Agent, securing payment of all the Obligations
of the applicable Loan Party under the Loan Documents and constituting Liens on
all such properties, and


 


(iii)                               within 45 days after such acquisition,
cause the applicable Loan Party to take whatever action reasonably requested by
the Domestic Administrative Agent (including the preparation of Uniform
Commercial Code financing statements) that may be necessary or advisable in the
reasonable opinion of the Domestic Administrative Agent to assist the Domestic
Administrative Agent (or in any representative of the Domestic Administrative
Agent designated by it) in obtaining valid and subsisting Liens on such
property.


 


(c)                                  Upon the request of the Domestic
Administrative Agent following the occurrence and during the continuance of a
Default, the Domestic Borrower shall, at the Domestic Borrower’s expense:


 


(i)                                     within 30 days after such request,
furnish to the Domestic Administrative Agent a description of the material real
and personal properties of the Loan Parties and their respective Subsidiaries
in detail reasonably satisfactory to the Domestic Administrative Agent,


 


(ii)                                  within 30 days after such request, duly
execute and deliver, and cause each Subsidiary (other than any Foreign
Subsidiary or a Subsidiary that is held directly or indirectly by a Foreign
Subsidiary) of the Domestic Borrower (if it has not already done so) to duly
execute and deliver Security Agreement Supplements to the Domestic
Administrative Agent and other security and pledge agreements, as specified by
and in form and substance reasonably satisfactory to the Domestic
Administrative Agent (including delivery of all pledged Equity Interests in and
of such Subsidiary, and other instruments of the type specified in Section 4.01(a)(iv)),
securing payment of all the Obligations of such Subsidiary under the Loan
Documents and constituting Liens on all such properties,


 


70

















 


(iii)                               within 30 days after such request, take,
and cause each Subsidiary (other than any Foreign Subsidiary or a Subsidiary
that is held directly or indirectly by a Foreign Subsidiary) of the Domestic
Borrower to take, whatever action requested by the Domestic Administrative
Agent (including the filing of Uniform Commercial Code financing statements) that
may be necessary or advisable in the reasonable opinion of the Domestic
Administrative Agent to vest in the Domestic Administrative Agent (or in any
representative of the Domestic Administrative Agent designated by it) valid and
subsisting Liens on the properties purported to be subject to the Security
Agreement Supplements and security and pledge agreements delivered pursuant to
this Section 6.12, and


 


(iv)                              within 60 days after such request,
deliver to the Domestic Administrative Agent, upon the request of the Domestic
Administrative Agent in its sole discretion, a signed copy of a favorable
opinion, addressed to the Domestic Administrative Agent and the other Secured
Parties, of counsel for the Loan Parties acceptable to the Domestic
Administrative Agent as to the matters contained in clauses (ii) and (iii) above,
and as to such other matters as the Domestic Administrative Agent may
reasonably request.


 


(d)                                 At any time upon request of the Domestic
Administrative Agent, promptly execute and deliver any and all further
instruments and documents and take all such other action as the Domestic
Administrative Agent may reasonably deem necessary or desirable in obtaining
the full benefits of, or (as applicable) in perfecting and preserving the Liens
of, such guaranties, Security Agreement Supplements and other security and
pledge agreements.


 


Notwithstanding anything to the contrary in this
Agreement or any other Loan Document, (i) not more than 65% of the Equity
Interests of a first-tier Foreign Subsidiary shall be required to be pledged
pursuant to any of the Loan Documents, (ii) in no event shall any Foreign
Subsidiary, any direct or indirect Subsidiary of a Foreign Subsidiary, or any
of Guess? Royalty Finance LLC, Guess? Licensing, Inc., Guess? IP GP LLC,
Guess? IP LP LLC or Guess? IP Holder L.P. or any other Subsidiary formed for a
similar purpose in connection with a permitted refinancing of the Senior Notes
be required to become a Guarantor, nor shall any security interest be required
to be granted with respect to any assets of (including Equity Interests) of any
such Person pursuant to the Loan Documents, and (iii) assets (including
Equity Interests) shall be excluded from the requirements of this Section 6.12
to the extent the Domestic Administrative Agent reasonably determines that the
cost of obtaining or perfecting a security interest in such assets is excessive
in relation to the benefit expected to be afforded to the Lenders thereby.


 


6.13                        Compliance with Environmental Laws. 
Comply, and cause all lessees and other Persons operating or occupying
its properties to comply, in all material respects, with all applicable
Environmental Laws and Environmental Permits; obtain and renew all
Environmental Permits necessary for its operations and properties; and conduct
any investigation, study, sampling and testing, and undertake any cleanup,
removal, remedial or other action necessary to remove and clean up all
Hazardous Materials from any of its properties, in accordance with the
requirements of all Environmental Laws; provided, however, that
neither the Domestic Borrower nor any of its Subsidiaries shall be required to
undertake any such cleanup, removal, remedial or other action to the extent
that its obligation to do so is being contested in good faith and by proper
proceedings and appropriate reserves are being maintained with respect to such
circumstances in accordance with GAAP.


 


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6.14                        Further Assurances. 
Promptly upon reasonable request by the Domestic Administrative Agent,
or any Lender through the Domestic Administrative Agent, (a) correct any
material defect or error that may be discovered in any Loan Document or in the
execution, acknowledgment, filing or recordation thereof, and (b) do,
execute, acknowledge, deliver, record, re-record, file, re-file, register and
re-register any and all such further acts, deeds, certificates, assurances and
other instruments as the Domestic Administrative Agent, or any Lender through
the Domestic Administrative Agent, may reasonably require from time to time in
order to (i) carry out more effectively the purposes of the Loan
Documents, (ii) to the fullest extent permitted by applicable law, subject
any Loan Party’s or any of its Subsidiaries’ personal property to the Liens now
or hereafter intended to be covered by any of the Collateral Documents, (iii) perfect
and maintain the validity, effectiveness and priority of any of the Collateral
Documents and any of the Liens intended to be created thereunder and (iv) assure,
convey, grant, assign, transfer, preserve, protect and confirm more effectively
unto the Secured Parties the rights granted or now or hereafter intended to be
granted to the Secured Parties under any Loan Document or under any other
instrument executed in connection with any Loan Document to which any Loan
Party or any of its Subsidiaries is or is to be a party, and cause each of its
Subsidiaries to do so.


 


6.15                        Compliance with Terms of Leaseholds. 
Make all payments and otherwise perform all obligations in respect of
all leases of real property to which either Borrower or any of their
Subsidiaries is a party, keep such leases in full force and effect and not
allow such leases to lapse or be terminated or any rights to renew such leases
to be forfeited or cancelled, notify the Domestic Administrative Agent of any
default by any party with respect to any leases that are material to the
business of either Borrower or any of their Subsidiaries and cooperate with the
Domestic Administrative Agent in all respects to cure any such default, and
cause each of its Subsidiaries to do so, except, in any case, where the failure
to do so, either individually or in the aggregate, could not be reasonably
likely to have a Material Adverse Effect.


 


6.16                        Cash Collateral Accounts.  To the extent cash collateral is required to
be maintained in any of the Lenders’ or Agents’ possession under the terms of
any Loan Document, maintain, and cause each of the other Loan Parties to
maintain, all Cash Collateral Accounts with respect thereto with Bank of
America or another commercial bank located in the United States, which has
accepted the assignment of such accounts to the Domestic Administrative Agent
for the benefit of the Secured Parties pursuant to the terms of the Security
Agreement.


 


ARTICLE
VII

NEGATIVE COVENANTS


 


So long as any Lender shall have any Commitment
hereunder, any Loan or other Obligation hereunder shall remain unpaid or
unsatisfied, or any Letter of Credit shall remain outstanding and not cash
collateralized or otherwise supported in a manner acceptable to the Domestic
Administrative Agent, the Domestic Borrower shall not, nor shall it permit any
Subsidiary to, directly or indirectly:


 


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7.01                        Liens.  Create,
incur, assume or suffer to exist any Lien upon any of its property, assets or
revenues, whether now owned or hereafter acquired, or sign or file or suffer to
exist under the Uniform Commercial Code of any jurisdiction a financing
statement that names the Domestic Borrower or any of its Subsidiaries as
debtor, or assign any accounts or other right to receive income, other than the
following:


 


(a)                                  Liens pursuant to any Loan Document;


 


(b)                                 Liens existing on the Closing Date and
listed on Schedule 7.01 and any renewals or extensions thereof, provided
that, except with respect to Liens on accounts receivable of Foreign
Subsidiaries as described on Schedule 7.01, (i) the property
covered thereby is not changed, (ii) the amount secured or benefited
thereby is not increased except as permitted by Section 7.02, (iii) the
direct or any contingent obligor with respect thereto is not changed, and (iv) any
renewal or extension of the obligations secured or benefited thereby is
permitted by Section 7.02(e);


 


(c)                                  Liens for Taxes not yet due or which are
being contested in good faith and by appropriate proceedings diligently
conducted, if adequate reserves with respect thereto are maintained on the
books of the applicable Person in accordance with GAAP;


 


(d)                                 carriers’, warehousemen’s, mechanics’,
materialmen’s, repairmen’s or other like Liens arising in the ordinary course
of business;


 


(e)                                  pledges or deposits in the ordinary
course of business in connection with workers’ compensation, unemployment
insurance and other social security legislation, other than any Lien imposed by
ERISA;


 


(f)                                    deposits to secure the performance of
bids, trade contracts and leases (other than Indebtedness), statutory
obligations, surety and appeal bonds, performance bonds and other obligations
of a like nature incurred in the ordinary course of business;


 


(g)                                 easements, rights-of-way, restrictions
and other similar encumbrances affecting real property which, in the aggregate,
do not materially detract from the value of the property of such Person or
materially interfere with the ordinary conduct of the business of the
applicable Person;


 


(h)                                 Liens securing judgments for the payment
of money not constituting an Event of Default under Section 8.01(h);


 


(i)                                     Liens securing Indebtedness permitted
under Section 7.02(g)(ii); provided that (i) such Liens
do not at any time encumber any property other than the property financed by
such Indebtedness and (ii) the Indebtedness secured thereby does not
exceed the cost or fair market value, whichever is lower, of the property being
acquired on the date of acquisition;


 


(j)                                     Liens securing obligations permitted
under Sections 7.02(a)(ii), (iii) and (iv), and 7.02(j) and
(k);


 


(k)                                  Liens securing Indebtedness permitted
under Section 7.02(b);


 


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(l)                                     mortgages on real property, so long as
recourse thereunder is limited to the property subject to such Mortgage;


 


(m)                               any interest or title of a licensee or
licensor under any license entered into by the Domestic Borrower or any of its
Subsidiaries in the ordinary course of business; and


 


(n)                                 other Liens securing Indebtedness
outstanding in an aggregate principal amount not to exceed $10,000,000; provided
that no such Lien shall extend to or cover (i) any Collateral or (ii) to
the extent such Lien covers Collateral, any property other than the property
financed by such Indebtedness.


 


7.02                        Indebtedness. 
Create, incur, assume or suffer to exist any Indebtedness, except:


 


(a)                                  obligations (contingent or otherwise)
existing or arising under (i) any Swap Contract, provided that such
obligations are (or were) entered into by such Person in the ordinary course of
business for the purpose of directly mitigating risks associated with
fluctuations in interest rates, prices of commodities or foreign exchange rates,
(ii) obligations existing or arising under any Secured Hedge Agreements, (iii) obligations
existing or arising under any Secured Cash Management Agreements and (iv) obligations
existing or arising under any Secured Foreign Exchange Agreements;


 


(b)                                 Indebtedness evidenced by the Senior
Notes and any refinancings, refundings, renewals or extensions thereof
consisting of Indebtedness of the same type on similar terms (except as to
maturity date, interest rates and the like); provided that (i) the
amount of such Indebtedness is not increased at the time of such refinancing,
refunding, renewal or extension to an aggregate principal amount of more than
$75,000,000 (plus an amount equal to a reasonable premium or other reasonable
amount paid, and fees and expenses reasonably incurred, in connection with such
refinancing) and (ii) the direct or any contingent obligor with respect
thereto is not changed as a result of or in connection with such refinancing,
refunding, renewal or extension to include any Loan Party, unless such
refinancing, refunding, renewal or extension includes only unsecured
Indebtedness;


 


(c)                                  Indebtedness otherwise permitted under Section 7.03;


 


(d)                                 Indebtedness under the Loan Documents;


 


(e)                                  Capital Leases, letters of credit and
guaranties related to such letters of credit outstanding on the Closing Date
and listed on Schedule 7.02 and as to Capital Leases only, any
refinancings, refundings, renewals or extensions thereof; provided that
the amount of such Capital Leases is not increased at the time of such
refinancing, refunding, renewal or extension except by an amount equal to a
reasonable premium or other reasonable amount paid, and fees and expenses
reasonably incurred, in connection with such refinancing and by an amount equal
to any existing commitments unutilized thereunder and the direct or any
contingent obligor with respect thereto is not changed, as a result of or in
connection with such refinancing, refunding, renewal or extension;


 


(f)                                    Guarantees of the Borrower or any
Subsidiary in respect of Indebtedness otherwise permitted hereunder of the
Borrower or any wholly owned Subsidiary;


 


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(g)                                 (i) unsecured Indebtedness and (ii) other
Indebtedness, which may be secured to the extent such security interest is
permitted under Section 7.01; provided, however, that
the aggregate amount of all such Indebtedness permitted under this clause (g) at
any one time outstanding shall not exceed $35,000,000;


 


(h)                                 Indebtedness in respect of surety and appeal
bonds, performance bonds and other obligations of a like nature incurred in the
ordinary course of business;


 


(i)                                     guaranties of operating leases by the
Domestic Borrower to, or for the benefit of, its Domestic Subsidiaries in the
ordinary course of the Domestic Borrower’s business;


 


(j)                                     Indebtedness of the Domestic Borrower
consisting of a Capital Lease or Synthetic Lease (or Indebtedness related
thereto) in connection with the acquisition of an aircraft, in an aggregate
amount not to exceed $20,000,000; and


 


(k)                                  other Indebtedness of Foreign
Subsidiaries in an aggregate amount not to exceed $50,000,000.


 


7.03                        Investments. 
Make or hold any Investments, except:


 


(a)                                  Investments held by the Domestic Borrower
and its Subsidiaries in the form of Cash Equivalents;


 


(b)                                 advances to officers, directors and
employees of the Domestic Borrower and Subsidiaries in an aggregate amount not
to exceed $3,000,000 at any time outstanding, for travel, entertainment,
relocation and analogous ordinary business purposes or for the purchase of
Equity Interests of the Domestic Borrower by such officers, directors and
employees not prohibited by Section 7.06;


 


(c)                                  (i) Investments by the Domestic
Borrower and its Subsidiaries in each other or any of their respective
Subsidiaries, and (ii) Investments in minority Equity Interests held by
the Domestic Borrower and its Subsidiaries in Persons organized under the laws
of any jurisdiction other than a political subdivision of the United States in
an aggregate amount not to exceed $50,000,000;


 


(d)                                 Investments consisting of extensions of
credit in the nature of accounts receivable or notes receivable arising from
the grant of trade credit in the ordinary course of business, and Investments
received in satisfaction or partial satisfaction thereof from financially
troubled account debtors to the extent reasonably necessary in order to prevent
or limit loss;


 


(e)                                  Guarantees permitted by Section 7.02;


 


(f)                                    Investments existing on the Closing Date
and set forth on Schedule 7.03;


 


(g)                                 Investments by the Domestic Borrower in
Swap Contracts, Secured Cash Management Agreements and Secured Foreign Exchange
Agreements permitted under Section 7.02(a);


 


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(h)                                 the purchase or other acquisition of all of
the Equity Interests in, or all or a substantial part of the property of, any
Person, or of any business unit of a Person, that, upon the consummation
thereof, will be wholly-owned directly by the Domestic Borrower or one or more
of its wholly-owned Subsidiaries (including as a result of a merger or
consolidation); provided that, with respect to each purchase or other
acquisition made pursuant to this Section 7.03(h):


 


(i)                                     any such newly-created or acquired
Subsidiary shall comply with the requirements of Section 6.12;


 


(ii)                                  after giving effect to such acquisition,
the Domestic Borrower shall be in compliance with Section 7.07;


 


(iii)                               such purchase or other acquisition shall
not include or result in any contingent liabilities that would reasonably be
expected to result in a Material Adverse Effect (as determined in good faith by
the board of directors (or the persons performing similar functions) of the
Domestic Borrower or such Subsidiary if the board of directors is otherwise
approving such transaction and, in each other case, by a Responsible Officer);


 


(iv)                              the total cash and noncash consideration
(including the fair market value of all Equity Interests issued or transferred
to the sellers thereof, all indemnities, earnouts and other contingent payment obligations
to, and the aggregate amounts paid or to be paid under noncompete, consulting
and other affiliated agreements with, the sellers thereof, all write-downs of
property and reserves for liabilities with respect thereto and all assumptions
of debt, liabilities and other obligations in connection therewith) paid by or
on behalf of the Domestic Borrower and its Subsidiaries for any such purchase
or other acquisition, when aggregated with the total cash and noncash
consideration paid by or on behalf of the Domestic Borrower and its
Subsidiaries for all other purchases and other acquisitions made by the
Domestic Borrower and its Subsidiaries pursuant to this Section 7.03(h),
shall not exceed $150,000,000 from and after the Closing Date and the total
cash consideration paid by or on behalf of the Domestic Borrower and its
Subsidiaries for any such purchase or other acquisition, when aggregated with
the total cash consideration paid by or on behalf of the Domestic Borrower and
its Subsidiaries for all other purchases and other acquisitions made pursuant
to this Section 7.03(h), shall not exceed $125,000,000 from and
after the Closing Date;


 


(v)                                 the Domestic Borrower shall have
delivered to the Domestic Administrative Agent, at least three Business Days
prior to the date on which any such purchase or other acquisition is to be
consummated, a certificate of a Responsible Officer, in form and substance
reasonably satisfactory to the Domestic Administrative Agent and the Required
Lenders, certifying that all of the requirements set forth in this Section 7.03(h) have
been satisfied or will be satisfied on or prior to the consummation of such
purchase or other acquisition;


 


(i)                                     the endorsement of instruments for
collection or deposit in the ordinary course of business;


 


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(j)                                     investments in respect to any publicly
traded securities, which public securities are traded in a nationally
recognized stock exchange association, and which investment shall not, when
taken together with investments in public securities by the other Loan Parties,
exceed $4,000,000 in the aggregate at any one time (valued at original cost)
plus the amount of proceeds from the sale of such publicly traded securities;


 


(k)                                  stock or obligations issued to any
Borrower by any Person (or the representative of such Person) in respect of
Indebtedness of such Person owing to such Borrower in connection with the
insolvency, bankruptcy, receivership or reorganization of such Person or a
composition or readjustment of the debts of such Person; provided, that
the original of any such stock or instrument evidencing such obligations shall
be promptly delivered to the Domestic Administrative Agent for the benefit of
the Lenders, upon the Domestic Administrative Agent’s request, together with
such stock power, assignment or endorsement by Borrowers as the Domestic
Administrative Agent may request; and


 


(l)                                     other Investments by the Domestic
Borrower and its Subsidiaries in Persons organized under the laws of a
political subdivision of the United States, in an amount not exceeding
$35,000,000 in the aggregate from and after the Closing Date.


 


7.04                        Fundamental Changes. 
Merge, dissolve, liquidate, consolidate with or into another Person, or
Dispose of (whether in one transaction or in a series of transactions) all or
substantially all of its assets (whether now owned or hereafter acquired) to or
in favor of any Person, except that, so long as no Default exists or would
result therefrom:


 


(a)                                  any Domestic Subsidiary may merge with (i) the
Domestic Borrower, provided that the Domestic Borrower shall be the
continuing or surviving Person, or (ii) any one or more other Domestic
Subsidiaries, provided that when any wholly-owned Domestic Subsidiary is
merging with another Domestic Subsidiary, such wholly-owned Subsidiary shall be
the continuing or surviving Person;


 


(b)                                 any Canadian Subsidiary may merge with (i) the
Canadian Borrower, provided that the Canadian Borrower shall be the
continuing or surviving Person, or (ii) any one or more other Canadian
Subsidiaries, provided that when any wholly-owned Canadian Subsidiary is
merging with another Canadian Subsidiary, such wholly-owned Subsidiary shall be
the continuing or surviving Person;


 


(c)                                  any Loan Party may Dispose of all or
substantially all of its assets (upon voluntary liquidation or otherwise) to a
Borrower or to another Loan Party provided that if the seller in such a
transaction is a wholly-owned Subsidiary, then the purchaser must also be a
wholly-owned Subsidiary, and provided, further, that no Guarantor
that is a Domestic Subsidiary may sell all or substantially all of its assets
(upon voluntary liquidations or otherwise) to a Canadian Subsidiary or Foreign
Subsidiary;


 


(d)                                 any Subsidiary that is not a Loan Party
may Dispose of all or substantially all its assets (including any Disposition
that is in the nature of a liquidation) to, or may merge with, (i) another
Subsidiary that is not a Loan Party or (ii) a Loan Party, provided
that such Loan Party is the surviving entity in any such merger;


 


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(e)                                  in connection with any acquisition
permitted under Section 7.03, any Subsidiary of the Domestic
Borrower may merge into or consolidate with any other Person or permit any
other Person to merge into or consolidate with it; provided that (i) the
Person surviving such merger shall be a wholly-owned Subsidiary of the Domestic
Borrower and (ii) in the case of any such merger to which any Loan Party
(other than the Domestic Borrower) is a party, such Loan Party is the surviving
Person; and


 


(f)                                    the Foreign Subsidiary Restructuring may
be consummated in accordance with the definition thereof.


 


7.05                        Dispositions. 
Make any Disposition or enter into any agreement to make any
Disposition, except:


 


(a)                                  Dispositions of obsolete, surplus or worn
out property, whether now owned or hereafter acquired, in the ordinary course
of business;


 


(b)                                 Dispositions of inventory in the ordinary
course of business;


 


(c)                                  Dispositions of equipment or real
property to the extent that (i) such property is exchanged for credit
against the purchase price of similar replacement property or (ii) the
proceeds of such Disposition are reasonably promptly applied to the purchase
price of such replacement property;


 


(d)                                 Dispositions of property by any
Subsidiary to a Borrower or to a wholly-owned Subsidiary; provided that if the
transferor of such property is a Guarantor, the transferee thereof must either
be a Borrower or a Guarantor;


 


(e)                                  Dispositions permitted by Section 7.04;


 


(f)                                    licensing by any Borrower of any of its
intellectual property, in the ordinary course of its business; provided
that such licenses are granted for fair market value in the reasonable judgment
of the Domestic Borrower;


 


(g)                                 sales of Cash Equivalents, as provided
under Section 7.03(a);


 


(h)                                 sales of any publicly traded securities
owned by any Loan Party, to the extent such ownership was permitted under Section 7.03(j);


 


(i)                                     transfers of assets to the extent
required by the terms of the documents related to the Senior Notes;


 


(j)                                     a Disposition consisting of a
sale-leaseback transaction in connection with the acquisition of an aircraft; provided
that the aggregate amount thereof, together with the amount of any Indebtedness
pursuant to Section 7.02(j), shall not exceed $20,000,000;


 


(k)                                  transfers by the Domestic Borrower and
its Subsidiaries of any intellectual property to the Domestic Borrower or any
of its Subsidiaries;


 


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(l)                                     Dispositions of artwork with an aggregate
net book value of not more than $6,000,000; and


 


(m)                               Dispositions by the Domestic Borrower and
its Subsidiaries not otherwise permitted under this Section 7.05; provided
that (i) at the time of such Disposition, no Default shall exist or would
result from such Disposition and (ii) the aggregate book value of all
property Disposed of in reliance on this clause (f) from and after the
Closing Date shall not exceed $35,000,000;


 


provided, however, that any Disposition pursuant to Section 7.05(a) through
Section 7.05(i) shall be for fair market value.


 


7.06                        Restricted Payments. 
Declare or make, directly or indirectly, any Restricted Payment, or
incur any obligation (contingent or otherwise) to do so, or issue or sell any
Equity Interests or accept any capital contributions, except that, so long as
no Default shall have occurred and be continuing at the time of any action
described below or would result therefrom:


 


(a)                                  each Subsidiary may make Restricted
Payments to the Borrowers, any Subsidiaries of the Domestic Borrower that are
Guarantors and any other Person that owns a direct Equity Interest in such
Subsidiary, ratably according to their respective holdings of the type of
Equity Interest in respect of which such Restricted Payment is being made;


 


(b)                                 the Borrowers and each Subsidiary may declare
and make dividend payments or other distributions payable solely in the common
stock or other common Equity Interests of such Person;


 


(c)                                  the Domestic Borrower may make Restricted
Payments so long as immediately after giving effect thereto it shall be in pro
forma compliance with the covenant set forth in Section 7.11(b);


 


(d)                                 the Domestic Borrower may issue and sell
its Equity Interests; provided, that such sale of Equity Interests does
not result in any Change of Control; and


 


(e)                                  the Domestic Borrower may declare and
make dividend payments and may repurchase any of its issued and outstanding
Equity Interests, so long as immediately after giving effect thereto the
aggregate amount of unrestricted cash and Cash Equivalents held by the
Borrowers is at least $50,000,000.


 


7.07                        Change in Nature of Business. 
Engage in any material line of business substantially different from
those lines of business conducted by the Domestic Borrower and its Subsidiaries
on the date hereof or any business reasonably related or ancillary,
complimentary, or incidental thereto.


 


7.08                        Transactions with Affiliates. 
Enter into any transaction of any kind with any Affiliate of the
Domestic Borrower, whether or not in the ordinary course of business, other
than (i) transactions that in the reasonable judgment of the Domestic
Borrower are on fair and reasonable terms substantially as favorable to such
Borrower or such Subsidiary as would be obtainable by such Borrower or such
Subsidiary at the time in a comparable arm’s length transaction with a Person
other than an Affiliate, (ii) transactions with Affiliates in existence on
the Closing Date and any extensions thereof on the terms substantially similar
or at least equally favorable to the Borrowers and set forth on Schedule 7.08,
(iii) leases of real property from Affiliates of the Domestic Borrower,
the terms of which are approved by the board of directors of the relevant
Borrower or Subsidiary, (iv) transactions relating to any shareholders
agreement to which the Domestic Borrower is a party from time to time, (v) payments
of reasonable compensation to officers, employees and directors for services
rendered in the ordinary course of business, (vi) payments of expenses or
the making of loans and advances to officers, employees and directors for
business purposes consistent with past practice, including but not limited to
indemnification permitted under the Borrower’s organizational documents,
relocation, stock option exercises, travel or otherwise, (vii) the Foreign
Subsidiary Restructuring, and (viii) transactions among any Borrower and
any of its direct or indirect parents or Subsidiaries not involving any other
Affiliate.


 


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7.09                        Burdensome Agreements. 
Enter into or permit to exist any Contractual Obligation (other than
this Agreement or any other Loan Document), except for those agreements set
forth on Schedule 7.09, that (a) limits the ability (i) of
any Subsidiary to make Restricted Payments to the Domestic Borrower or any
Guarantor or to otherwise transfer property to or invest in the Domestic
Borrower or any Guarantor (other than customary restrictions in connection with
agreements to make Dispositions permitted under this Agreement, and agreements
in existence at the time any Subsidiary becomes a Subsidiary of the Domestic
Borrower, so long as such agreement was not entered into solely in
contemplation of such Person becoming a Subsidiary of the Domestic Borrower), (ii) of
any Domestic Subsidiary to Guarantee the Indebtedness of the Borrowers or (iii) of
the Domestic Borrower or any Subsidiary to create, incur, assume or suffer to
exist Liens on property of such Person; provided, however, that
this clause (iii) shall not prohibit any negative pledge incurred or
provided in favor of any holder of Indebtedness permitted under Section 7.02(g)(ii) solely
to the extent any such negative pledge relates to the property financed by or
the subject of such Indebtedness; or (b) requires the grant of a Lien to
secure an obligation of such Person if a Lien is granted to secure another
obligation of such Person.


 


7.10                        Use of Proceeds. 
Use the proceeds of any Credit Extension, whether directly or
indirectly, and whether immediately, incidentally or ultimately, to purchase or
carry margin stock (within the meaning of Regulation U of the FRB) or to extend
credit to others for the purpose of purchasing or carrying margin stock or to
refund indebtedness originally incurred for such purpose.


 


7.11                        Financial Covenants.


 


(a)                                  Total Adjusted Leverage Ratio. 
Permit the Total Adjusted Leverage Ratio for the four fiscal quarter
period ending as of the last day of any fiscal quarter during any period of the
Domestic Borrower and its Subsidiaries set forth below to be greater than the
ratio set forth below opposite such period:


 


80

















 


	
  Four Fiscal Quarters Ending

  	
   

  	
  Maximum Total

  Adjusted Leverage Ratio

  	
   

  
	
  Closing Date through the last day of the first fiscal quarter of
  fiscal year 2009

  	
   

  	
  4.50
  to 1.00

  	
   

  
	
  The second fiscal quarter of fiscal year 2009 and each fiscal quarter
  thereafter

  	
   

  	
  4.25
  to 1.00

  	
   

  



 


(b)                                 Consolidated Fixed Charge Coverage Ratio. 
Permit the Consolidated Fixed Charge Coverage Ratio for the four fiscal
quarter period ending as of the last day of any fiscal quarter of the Domestic
Borrower and its Subsidiaries to be less than the ratio set forth below
opposite such fiscal quarter:


 


	
  Four Fiscal Quarters Ending

  	
   

  	
  Minimum Fixed

  Charge Coverage Ratio

  	
   

  
	
  Closing Date through the last day of the first fiscal quarter of
  fiscal year 2009

  	
   

  	
  1.10
  to 1.00

  	
   

  
	
  The second fiscal quarter of fiscal year 2009 and each fiscal quarter
  thereafter

  	
   

  	
  1.20
  to 1.00

  	
   

  



 


7.12                        Amendments of Organization Documents. 
Amend any of its Organization Documents in any manner that is materially
adverse to the Lenders, except for (i) changes in its fiscal year and (ii) changes
to Organization Documents of any Subsidiary that is not a Loan Party.


 


7.13                        Accounting Changes. 
Make any change in accounting policies or reporting practices, except as
required or permitted by GAAP or except for changes in fiscal year.


 


ARTICLE
VIII

EVENTS OF DEFAULT AND REMEDIES


 


8.01                        Events of Default. 
Any of the following shall constitute an Event of Default:


 


(a)                                  Non-Payment. 
Any Borrower or any other Loan Party fails to (i) pay when and as
required to be paid herein, any amount of principal of any Loan or any L/C
Obligation or deposit any funds as Cash Collateral in respect of L/C
Obligations, or (ii) pay within three days after the same becomes due, any
interest on any Loan or on any L/C Obligation, or any fee due hereunder, or (iii) pay
within five days after the same becomes due, any other amount payable hereunder
or under any other Loan Document; or


 


(b)                                 Specific Covenants. 
The Domestic Borrower fails to perform or observe any term, covenant or
agreement contained in any of Section 6.01, 6.02, 6.03,
6.05, 6.10, 6.11 or 6.12 or Article VII;
or


 


(c)                                  Other Defaults. 
Any Loan Party fails to perform or observe any other covenant or
agreement (not specified in Section 8.01(a) or (b) above)
contained in any Loan Document on its part to be performed or observed and such
failure continues for 30 days after becoming aware of such failure; or


 


81

















 


(d)                                 Representations and Warranties.  Any
representation, warranty, certification or statement of fact made or deemed
made by or on behalf of the Domestic Borrower or any other Loan Party herein,
in any other Loan Document, or in any document delivered in connection herewith
or therewith shall be incorrect or misleading in any material respect when made
or deemed made; or


 


(e)                                  Cross-Default.  (i) Any
Loan Party or any Subsidiary thereof (A) fails to make any payment when
due (whether by scheduled maturity, required prepayment, acceleration, demand,
or otherwise) in respect of any Indebtedness or Guarantee (other than
Indebtedness hereunder and Indebtedness under Swap Contracts) having an
aggregate principal amount (including undrawn committed or available amounts
and including amounts owing to all creditors under any combined or syndicated
credit arrangement) of more than the Threshold Amount, or (B) fails to
observe or perform any other agreement or condition relating to any such
Indebtedness or Guarantee or contained in any instrument or agreement
evidencing, securing or relating thereto, or any other event occurs, the effect
of which default or other event is to cause, or to permit the holder or holders
of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or
a trustee or agent on behalf of such holder or holders or beneficiary or
beneficiaries) to cause, with the giving of notice if required, such
Indebtedness to be demanded or to become due or to be repurchased, prepaid,
defeased or redeemed (automatically or otherwise), or an offer to repurchase,
prepay, defease or redeem such Indebtedness to be made, prior to its stated
maturity, or such Guarantee to become payable or cash collateral in respect
thereof to be demanded; or (ii) there occurs under any Swap Contract an
Early Termination Date (as defined in such Swap Contract) resulting from (A) any
event of default under such Swap Contract as to which a Loan Party or any
Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract)
or (B) any Termination Event (as so defined) under such Swap Contract as
to which a Loan Party or any Subsidiary thereof is an Affected Party (as so
defined) and, in either event, the Swap Termination Value owed by such Loan
Party or such Subsidiary as a result thereof is greater than the Threshold
Amount; or


 


(f)                                    Insolvency Proceedings, Etc. 
Any Loan Party or any Subsidiary thereof institutes or consents to the
institution of any proceeding under any Debtor Relief Law, or makes an
assignment for the benefit of creditors; or applies for or consents to the
appointment of any receiver, trustee, custodian, conservator, liquidator,
rehabilitator or similar officer for it or for all or any material part of its
property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator
or similar officer is appointed without the application or consent of such
Person and the appointment continues undischarged or unstayed for 60 calendar
days; or any proceeding under any Debtor Relief Law relating to any such Person
or to all or any material part of its property is instituted without the
consent of such Person and continues undismissed or unstayed for 60 calendar
days, or an order for relief is entered in any such proceeding; or


 


(g)                                 Inability to Pay Debts; Attachment.  (i) Any
Loan Party or any Subsidiary thereof becomes unable or admits in writing its
inability or fails generally to pay its debts as they become due, or (ii) any
writ or warrant of attachment or execution or similar process is issued or
levied against all or any material part of the property of any such Person and
is not released, vacated or fully bonded within 30 days after its issue or
levy; or


 


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(h)                                 Judgments.  There is
entered against any Loan Party or any Subsidiary thereof (i) one or more
final judgments or orders for the payment of money in an aggregate amount (as
to all such judgments and orders within any twelve-month period) exceeding the
Threshold Amount (to the extent not covered by independent third-party insurance
as to which the insurer does not dispute coverage), or (ii) any one or
more non-monetary final judgments that have, or would reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect and, in
either case, (A) enforcement proceedings are commenced by any creditor
upon such judgment or order, or (B) there is a period of 15 consecutive
days during which a stay of enforcement of such judgment, by reason of a
pending appeal or otherwise, is not in effect; or


 


(i)                                     ERISA.  (i) An
ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which
has resulted or could reasonably be expected to result in liability of the
Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the
PBGC in an aggregate amount in excess of the Threshold Amount, or (ii) the
Domestic Borrower or any ERISA Affiliate fails to pay when due, after the
expiration of any applicable grace period, any installment payment with respect
to its withdrawal liability under Section 4201 of ERISA under a
Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or


 


(j)                                     Invalidity of Loan Documents. 
Any material provision of any Loan Document, at any time after its
execution and delivery and for any reason other than as expressly permitted
hereunder or thereunder or satisfaction in full of all the Obligations, ceases
to be in full force and effect; or any Loan Party contests in any manner the
validity or enforceability of any material provision of any Loan Document; or
any Person (other than a Loan Party) contests in any manner the validity or
enforceability of any Loan Document and such action would reasonably be
expected to have a Material Adverse Effect; or any Loan Party denies that it
has any or further liability or obligation under any material provision of any
Loan Document or purports to revoke, terminate or rescind any material
provision of any Loan Document; or


 


(k)                                  Change of Control. 
There occurs any Change of Control; or


 


(l)                                     Collateral Documents. 
Any Collateral Document after delivery thereof pursuant to Section 4.01
or 6.12 shall for any reason (other than pursuant to the terms thereof)
cease to create a valid and perfected first-priority Lien (subject to Liens
permitted by Section 7.01) on any material portion of the
Collateral purported to be covered thereby.


 


8.02                        Remedies upon Event of Default. 
If any Event of Default occurs and is continuing, the Administrative
Agents shall, at the request of, or may, with the consent of, the Required
Lenders, take any or all of the following actions:


 


(a)                                  declare the commitment of each Lender to
make Loans and any obligation of each L/C Issuer to make L/C Credit Extensions
to be terminated, whereupon such commitments and obligation shall be
terminated;


 


(b)                                 declare the unpaid principal amount of
all outstanding Loans, all interest accrued and unpaid thereon, and all other
amounts owing or payable hereunder or under any other Loan Document to be
immediately due and payable, without presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived by the Borrowers;


 


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(c)                                  require that the Borrowers Cash
Collateralize the L/C Obligations (in an amount equal to the then Outstanding
Amount thereof); and


 


(d)                                 exercise on behalf of themselves, the
Lenders and the L/C Issuers all rights and remedies available to them, the
Lenders and the L/C Issuers under the Loan Documents;


 


provided, however, that upon the occurrence of an entry
of an order for relief with respect to a Borrower under any Debtor Relief Laws,
the obligation of each Lender to make Loans and any obligation of each L/C
Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid
principal amount of all outstanding Loans and all interest and other amounts as
aforesaid shall automatically become due and payable, and the obligation of the
Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall
automatically become effective, in each case without further act of the
Administrative Agents or any Lender.


 


8.03                        Application of Funds. 
After the exercise of remedies provided for in Section 8.02
(or after the Loans have automatically become immediately due and payable and
the L/C Obligations have automatically been required to be Cash Collateralized
as set forth in the proviso to Section 8.02), any amounts received
on account of the Obligations shall be applied by the Administrative Agents in
the following order:


 


First, to payment of that portion of the
Obligations constituting fees, indemnities, expenses and other amounts
(including fees, charges and disbursements of counsel to the Administrative
Agents and amounts payable under Article III) payable to the
Administrative Agents in their capacity as such;


 


Second, to payment of that portion of the
Obligations constituting fees, indemnities and other amounts (other than
principal, interest and Letter of Credit Fees) payable to the Lenders and the
L/C Issuers (including fees, charges and disbursements of counsel to the
respective Lenders and the L/C Issuers and amounts payable under Article III,
ratably among them in proportion to the respective amounts described in this
clause Second payable to them;


 


Third, to payment of that portion of the
Obligations constituting accrued and unpaid Letter of Credit Fees and interest
on the Loans, L/C Borrowings and other Obligations, ratably among the Lenders
and the L/C Issuers in proportion to the respective amounts described in this
clause Third payable to them;


 


Fourth, to payment of that portion of the
Obligations constituting unpaid principal of the Loans, L/C Borrowings and
amounts owing under Secured Hedge Agreements, Secured Cash Management
Agreements and Secured Foreign Exchange Agreements, ratably among the Lenders,
the L/C Issuers, the Hedge Banks, the Cash Management Banks and the Lenders
party to the Secured Foreign Exchange Agreements in proportion to the
respective amounts described in this clause Fourth held by them;


 


Fifth, to the Administrative Agents for the
account of the L/C Issuers, to Cash Collateralize that portion of L/C
Obligations comprised of the aggregate undrawn amount of Letters of Credit; and


 


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Last, the balance, if any, after all of the
Obligations have been indefeasibly paid in full, to the Borrowers or as
otherwise required by Law.


 


Subject to Section 2.03(c), amounts used
to Cash Collateralize the aggregate undrawn amount of Letters of Credit
pursuant to clause Fifth above shall be applied to satisfy drawings
under such Letters of Credit as they occur. If any amount remains on deposit as
Cash Collateral after all Letters of Credit have either been fully drawn or
expired, such remaining amount shall be applied to the other Obligations, if
any, in the order set forth above.


 


ARTICLE
IX

ADMINISTRATIVE AGENTS


 


9.01                        Appointment and Authority.  (a) Each
of the Domestic Lenders and the Domestic L/C Issuer hereby irrevocably appoints
Bank of America to act on its behalf as the Domestic Administrative Agent hereunder
and under the other Loan Documents and authorizes the Domestic Administrative
Agent to take such actions on its behalf and to exercise such powers as are
delegated to the Domestic Administrative Agent by the terms hereof or thereof,
together with such actions and powers as are reasonably incidental thereto.
Each of the Canadian Lenders and the Canadian L/C Issuer hereby irrevocably
appoints Bank of America Canada to act on its behalf as the Canadian
Administrative Agent hereunder and under the other Loan Documents and
authorizes the Canadian Administrative Agent to take such actions on its behalf
and to exercise such powers as are delegated to the Canadian Administrative
Agent by the terms hereof or thereof, together with such actions and powers as are
reasonably incidental thereto. The provisions of this Article are solely
for the benefit of the Administrative Agents, the Lenders and the L/C Issuers,
and the Borrowers shall not have rights as a third party beneficiary of any of
such provisions.


 


(b)                                 The Domestic Administrative Agent shall
also act as the “collateral agent” under the Loan Documents, and each of
the Lenders (in its capacities as a Lender, potential Hedge Bank and potential
Cash Management Bank) and the L/C Issuers hereby irrevocably appoints and
authorizes the Domestic Administrative Agent to act as the agent of such Lender
and the L/C Issuers for purposes of acquiring, holding and enforcing any and
all Liens on Collateral granted by any of the Loan Parties to secure any of the
Obligations, together with such powers and discretion as are reasonably
incidental thereto. In this connection, the Domestic Administrative Agent, as “collateral
agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the
Domestic Administrative Agent pursuant to Section 9.05 for purposes
of holding or enforcing any Lien on the Collateral (or any portion thereof)
granted under the Collateral Documents, or for exercising any rights and
remedies thereunder at the direction of the Domestic Administrative Agent),
shall be entitled to the benefits of all provisions of this Article IX
and Article X (including Section 10.04(c), as though
such co-agents, sub-agents and attorneys-in-fact were the “collateral agent”
under the Loan Documents) as if set forth in full herein with respect thereto.


 


9.02                        Rights as a Lender. 
Each Person serving as an Administrative Agent hereunder shall have the
same rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not an Administrative Agent and the term “Lender”
or “Lenders” shall, unless otherwise expressly indicated or unless the context
otherwise requires, include the Person serving as an Administrative Agent
hereunder in its individual capacity. Such Person and its Affiliates may accept
deposits from, lend money to, act as the financial advisor or in any other
advisory capacity for and generally engage in any kind of business with the
Borrowers or any Subsidiary or other Affiliate thereof as if such Person were
not an Administrative Agent hereunder and without any duty to account therefor
to the Lenders.


 


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9.03                        Exculpatory Provisions. 
The Administrative Agents shall not have any duties or obligations
except those expressly set forth herein and in the other Loan Documents.
Without limiting the generality of the foregoing, the Administrative Agents:


 


(a)                                  shall not be subject to any fiduciary or
other implied duties, regardless of whether a Default has occurred and is
continuing;


 


(b)                                 shall not have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby or by the other Loan Documents
that an Administrative Agent is required to exercise as directed in writing by
the Required Lenders (or such other number or percentage of the Lenders as
shall be expressly provided for herein or in the other Loan Documents),
provided that an Administrative Agent shall not be required to take any action
that, in its opinion or the opinion of its counsel, may expose such
Administrative Agent to liability or that is contrary to any Loan Document or
applicable law; and


 


(c)                                  shall not, except as expressly set forth
herein and in the other Loan Documents, have any duty to disclose, and shall
not be liable for the failure to disclose, any information relating to the
Borrowers or any of their Affiliates that is communicated to or obtained by the
Person serving as an Administrative Agent or any of its Affiliates in any
capacity.


 


No Administrative Agent shall be liable for any action
taken or not taken by it (i) with the consent or at the request of the
Required Lenders (or such other number or percentage of the Lenders as shall be
necessary, or as such Administrative Agent shall believe in good faith shall be
necessary, under the circumstances as provided in Sections 10.01
and 8.02) or (ii) in the absence of its own gross negligence or
willful misconduct. No Administrative Agent shall be deemed to have knowledge
of any Default unless and until notice describing such Default is given to such
Administrative Agent by a Borrower, a Lender or an L/C Issuer.


 


No Administrative Agent shall be responsible for or
have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with this Agreement or any other Loan
Document, (ii) the contents of any certificate, report or other document
delivered hereunder or thereunder or in connection herewith or therewith, (iii) the
performance or observance of any of the covenants, agreements or other terms or
conditions set forth herein or therein or the occurrence of any Default, (iv) the
validity, enforceability, effectiveness or genuineness of this Agreement, any
other Loan Document or any other agreement, instrument or document, or the
creation, perfection or priority of any Lien purported to be created by the
Collateral Documents, (v) the value or the sufficiency of any Collateral,
or (v) the satisfaction of any condition set forth in Article IV
or elsewhere herein, other than to confirm receipt of items expressly required
to be delivered to such Administrative Agent.


 


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9.04                        Reliance by Administrative Agent. Each Administrative Agent shall be
entitled to rely upon, and shall not incur any liability for relying upon, any
notice, request, certificate, consent, statement, instrument, document or other
writing (including any electronic message, Internet or intranet website posting
or other distribution) believed by it to be genuine and to have been signed,
sent or otherwise authenticated by the proper Person. Each Administrative Agent
also may rely upon any statement made to it orally or by telephone and believed
by it to have been made by the proper Person, and shall not incur any liability
for relying thereon. In determining compliance with any condition hereunder to
the making of a Loan, or the issuance of a Letter of Credit, that by its terms
must be fulfilled to the satisfaction of a Lender or an L/C Issuer, each
Administrative Agent may presume that such condition is satisfactory to such
Lender or L/C Issuer unless such Administrative Agent shall have received
notice to the contrary from such Lender or L/C Issuer prior to the making of
such Loan or the issuance of such Letter of Credit. Each Administrative Agent
may consult with legal counsel (who may be counsel for the Borrowers),
independent accountants and other experts selected by it, and shall not be
liable for any action taken or not taken by it in accordance with the advice of
any such counsel, accountants or experts.


 


9.05                        Delegation of Duties. 
Each Administrative Agent may perform any and all of its duties and exercise
its rights and powers hereunder or under any other Loan Document by or through
any one or more sub-agents appointed by such Administrative Agent. Each
Administrative Agent and any such sub-agent may perform any and all of its
duties and exercise its rights and powers by or through their respective
Related Parties. The exculpatory provisions of this Article shall apply to
any such sub-agent and to the Related Parties of each Administrative Agent and
any such sub-agent, and shall apply to their respective activities in
connection with the syndication of the credit facilities provided for herein as
well as activities as Administrative Agent.


 


9.06                        Resignation of Administrative Agent. 
Either Administrative Agent may at any time give notice of its resignation
to the Lenders, the L/C Issuers and the Borrowers. Upon receipt of any such
notice of resignation, the Required Lenders shall have the right, subject, so
long as no Event of Default then exists and is continuing, to the approval of
the Domestic Borrower or Canadian Borrower, as applicable, (such consent not to
be unreasonably withheld) to appoint a successor, which shall be a bank with an
office in the United States, or an Affiliate of any such bank with an office in
the United States (in respect of the replacement of the Domestic Administrative
Agent) or which shall be a bank with an office in Canada or an Affiliate of any
such bank with an office in Canada (in respect of the replacement of the
Canadian Administrative Agent). If no such successor shall have been so
appointed by the Required Lenders and shall have accepted such appointment
within 30 days after the retiring Administrative Agent gives notice of its
resignation, then the retiring Administrative Agent may on behalf of the
Lenders and the L/C Issuers, appoint a successor Administrative Agent
reasonably acceptable to the Borrowers and meeting the qualifications set forth
above; provided that if such Administrative Agent shall notify the
Borrowers and the Lenders that no qualifying Person has accepted such
appointment, then such resignation shall nonetheless become effective in
accordance with such notice and (a) the retiring Administrative Agent
shall be discharged from its duties and obligations hereunder and under the
other Loan Documents (except that in the case of any collateral security held
by such Administrative Agent on behalf of the Lenders or the L/C Issuers under
any of the Loan Documents, the retiring Administrative Agent shall continue to
hold such collateral security until such time as a successor Administrative
Agent is appointed) and (b) all payments, communications and
determinations provided to be made by, to or through such Administrative Agent
shall instead be made by or to each Lender and L/C Issuer directly, until such
time as the Required Lenders appoint a successor Administrative Agent as
provided for above in this Section. Upon the acceptance of a successor’s
appointment as Administrative Agent hereunder, such successor shall succeed to
and become vested with all of the rights, powers, privileges and duties of the
retiring (or retired) Administrative Agent, and the retiring Administrative
Agent shall be discharged from all of its duties and obligations hereunder or
under the other Loan Documents (if not already discharged therefrom as provided
above in this Section). The fees payable by the Borrowers to a successor
Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Borrowers and such successor. After the
retiring Administrative Agent’s resignation hereunder and under the other Loan
Documents, the provisions of this Article and Section 10.04
shall continue in effect for the benefit of such retiring Administrative Agent,
its sub-agents and their respective Related Parties in respect of any actions
taken or omitted to be taken by any of them while the retiring Administrative
Agent was acting as Administrative Agent.


 


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Any resignation by Bank of America or Bank of America
Canada as Administrative Agent pursuant to this Section shall also
constitute its resignation as an L/C Issuer. Upon the acceptance of a successor’s
appointment as Administrative Agent hereunder, (i) such successor shall
succeed to and become vested with all of the rights, powers, privileges and
duties of the retiring L/C Issuer, (ii) the retiring L/C Issuer shall be
discharged from all of its duties and obligations hereunder or under the other
Loan Documents, and (iii) the successor L/C Issuer shall issue letters of
credit in substitution for the Letters of Credit, if any, outstanding at the
time of such succession or make other arrangements satisfactory to the retiring
L/C Issuer to effectively assume the obligations of the retiring L/C Issuer
with respect to such Letters of Credit.


 


9.07                        Non-Reliance on Administrative Agents and
Other Lenders.  Each Lender and L/C Issuer acknowledges that
it has, independently and without reliance upon either Administrative Agent or
any other Lender or any of their Related Parties and based on such documents
and information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. 
Each Lender and L/C Issuer also acknowledges that it will, independently
and without reliance upon either Administrative Agent or any other Lender or
any of their Related Parties and based on such documents and information as it
shall from time to time deem appropriate, continue to make its own decisions in
taking or not taking action under or based upon this Agreement, any other Loan
Document or any related agreement or any document furnished hereunder or
thereunder.


 


9.08                        Administrative Agents May File
Proofs of Claim.  In case of the pendency of any proceeding
under any Debtor Relief Law or any other judicial proceeding relative to any
Loan Party, the Administrative Agents (irrespective of whether the principal of
any Loan or L/C Obligation shall then be due and payable as herein expressed or
by declaration or otherwise and irrespective of whether the Administrative
Agents shall have made any demand on the Borrowers) shall be entitled and
empowered, by intervention in such proceeding or otherwise


 


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(a)                                  to file and prove a claim for the whole
amount of the principal and interest owing and unpaid in respect of the Loans,
L/C Obligations and all other Obligations that are owing and unpaid and to file
such other documents as may be necessary or advisable in order to have the
claims of the Lenders, the L/C Issuers and the Administrative Agents (including
any claim for the reasonable compensation, expenses, disbursements and advances
of the Lenders, the L/C Issuers and the Administrative Agents and their
respective agents and counsel and all other amounts due the Lenders, the L/C
Issuers and the Administrative Agents under Sections 2.03(i) and
(j), 2.09 and 10.04) allowed in such judicial proceeding;
and


 


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


 


and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Lender and L/C Issuer to make such
payments to the Administrative Agents and, if the Administrative Agents shall
consent to the making of such payments directly to the Lenders and L/C Issuers,
to pay to the Administrative Agents any amount due for the reasonable
compensation, expenses, disbursements and advances of the Administrative Agents
and its agents and counsel, and any other amounts due the Administrative Agents
under Sections 2.09 and 10.04.


 


Nothing contained herein shall be deemed to authorize
either Administrative Agent to authorize or consent to or accept or adopt on behalf
of any Lender or L/C Issuer any plan of reorganization, arrangement, adjustment
or composition affecting the Obligations or the rights of any Lender or L/C
Issuer to authorize such Administrative Agent to vote in respect of the claim
of any Lender or the L/C Issuer or in any such proceeding.


 


9.09                        Collateral and Guaranty Matters. 
The Lenders and the L/C Issuers irrevocably authorize the Domestic
Administrative Agent, at its option and in its discretion,


 


(a)                                  to release any Lien on any property
granted to or held by the Domestic Administrative Agent under any Loan Document
(i) upon termination of the Aggregate Commitments and payment in full of
all Obligations (other than contingent indemnification obligations) and the
expiration or termination of all Letters of Credit, (ii) that is sold or
transferred, or to be sold or transferred, as part of or in connection with any
sale or transfer permitted hereunder or under any other Loan Document, or (iii) 
if approved, authorized or ratified in writing in accordance with Section 10.01;


 


(b)                                 to release any Guarantor from its
obligations under the Guaranty if such Person ceases to be a Subsidiary as a
result of a transaction permitted hereunder; and


 


(c)                                  to subordinate any Lien on any property
granted to or held by the Administrative Agent under any Loan Document to the
holder of any Lien on such property that is permitted by Section 7.01(g)(ii).


 


Upon request by the Domestic Administrative Agent at
any time, the Required Lenders will confirm in writing such Administrative
Agent’s authority to release or subordinate its interest in particular types or
items of property, or to release any Guarantor from its obligations under the
Guaranty pursuant to this Section 9.09.  In each case as specified in this Section 9.09,
the Domestic Administrative Agent will, at the Borrowers’ expense, execute and
deliver to the applicable Loan Party such documents as such Loan Party may
reasonably request to evidence the release of such item of Collateral from the
assignment and security interest granted under the Collateral Documents or to
subordinate its interest in such item, or to release such Guarantor from its
obligations under the Guaranty, in each case in accordance with the terms of
the Loan Documents and this Section 9.09.


 


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ARTICLE
X

MISCELLANEOUS


 


10.01                 Amendments, Etc. 
No amendment or waiver of any provision of this Agreement or any other
Loan Document, and no consent to any departure by a Borrower or any other Loan
Party therefrom, shall be effective unless in writing signed by the Required
Lenders and the Borrowers or the applicable Loan Party, as the case may be, and
acknowledged by the applicable Administrative Agent, and each such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given; provided, however, that no such
amendment, waiver or consent shall:


 


(a)                                  extend or increase the Commitment of any
Lender (or reinstate any Commitment terminated pursuant to Section 8.02)
without the written consent of such Lender;


 


(b)                                 postpone any date fixed by this Agreement
or any other Loan Document for any payment of principal, interest, fees or
other amounts due to the Lenders (or any of them) hereunder or under such other
Loan Document without the written consent of each Lender entitled to such
payment;


 


(c)                                  reduce the principal of, or the rate of
interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of
the second proviso to this Section 10.01) any fees or other amounts
payable hereunder or under any other Loan Document without the written consent
of each Lender entitled to such amount; provided, however, that
only the consent of the Required Lenders shall be necessary (i) to amend
the definition of “Default Rate” or to waive any obligation of the Borrowers to
pay interest or Letter of Credit Fees at the Default Rate or (ii) to amend
any financial covenant hereunder (or any defined term used therein) even if the
effect of such amendment would be to reduce the rate of interest on any Loan or
L/C Borrowing or to reduce any fee payable hereunder;


 


(d)                                 change Section 8.03 in a
manner that would alter the pro rata sharing of payments required thereby
without the written consent of each Lender;


 


(e)                                  change (i) any provision of this Section 10.01
or the definition of “Required Lenders” or any other provision hereof
specifying the number or percentage of Lenders required to amend, waive or
otherwise modify any rights hereunder or make any determination or grant any
consent hereunder, without the written consent of each Lender;


 


(f)                                    release all or substantially all of the
Collateral in any transaction or series of related transactions, without the
written consent of each Lender; or


 


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(g)                                 release all or substantially all of the
value of the Guaranty, without the written consent of each Lender;


 


and provided, further, that (i) no
amendment, waiver or consent shall, unless in writing and signed by the
applicable L/C Issuer in addition to the Lenders required above, affect the
rights or duties of the such L/C Issuer under this Agreement or any Issuer
Document relating to any Letter of Credit issued or to be issued by it; (ii) no
amendment, waiver or consent shall, unless in writing and signed by the
applicable Administrative Agent in addition to the Lenders required above,
affect the rights or duties of the such Administrative Agent under this
Agreement or any other Loan Document; and (iii) the Fee Letter may be
amended, or rights or privileges thereunder waived, in a writing executed only
by the parties thereto.  Notwithstanding
anything to the contrary herein, no Defaulting Lender shall have any right to
approve or disapprove any amendment, waiver or consent hereunder, except that
the Commitment of such Lender may not be increased or extended without the
consent of such Lender.


 


If any Lender does not consent to a proposed
amendment, waiver, consent or release with respect to any Loan Document that
requires the consent of each Lender and that has been approved by the Required
Lenders, the Domestic Borrower may replace such non-consenting Lender in
accordance with Section 10.13; provided that such amendment,
waiver, consent or release can be effected as a result of the assignment
contemplated by such Section (together with all other such assignments
required by the Domestic Borrower to be made pursuant to this paragraph).


 


10.02                 Notices; Effectiveness; Electronic
Communications.  (a) Notices Generally.  Except in the case of notices and other
communications expressly permitted to be given by telephone (and except as
provided in subsection (b) below), all notices and other communications
provided for herein shall be in writing and shall be delivered by hand or
overnight courier service, mailed by certified or registered mail or sent by
telecopier as follows, and all notices and other communications expressly
permitted hereunder to be given by telephone shall be made to the applicable
telephone number, as follows:


 


(i)                                     if to the Borrowers, the Administrative
Agents or the L/C Issuers, to the address, telecopier number, electronic mail
address or telephone number specified for such Person on Schedule 10.02;
and


 


(ii)                                  if to any other Lender, to the address,
telecopier number, electronic mail address or telephone number specified in its
Administrative Questionnaire.


 


Notices sent by hand or overnight courier service, or
mailed by certified or registered mail, shall be deemed to have been given when
received; notices sent by telecopier shall be deemed to have been given when
sent (except that, if not given during normal business hours for the recipient,
shall be deemed to have been given at the opening of business on the next
business day for the recipient).  Notices
delivered through electronic communications to the extent provided in
subsection (b) below shall be effective as provided in such subsection
(b).


 


(b)                                 Electronic Communications. 
Notices and other communications to the Lenders and the L/C Issuers
hereunder may be delivered or furnished by electronic communication (including
e-mail and Internet or intranet websites) as set forth in Section 6.02
or pursuant to other procedures approved by the Domestic Administrative Agent, provided
that the foregoing shall not apply to notices to any Lender or L/C Issuer
pursuant to Article II if such Lender or L/C Issuer, as applicable,
has notified the Domestic Administrative Agent that it is incapable of
receiving notices under such Article by electronic communication.  The Domestic Administrative Agent or either
Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to
procedures approved by it, provided that approval of such procedures may
be limited to particular notices or communications.


 


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Unless the Administrative Agents otherwise prescribe, (i) notices
and other communications sent to an e-mail address shall be deemed received
upon the sender’s receipt of an acknowledgement from the intended recipient
(such as by the “return receipt requested” function, as available, return
e-mail or other written acknowledgement), provided that if such notice
or other communication is not sent during the normal business hours of the
recipient, such notice or communication shall be deemed to have been sent at
the opening of business on the next business day for the recipient, and (ii) notices
or communications posted to an Internet or intranet website shall be deemed
received (1) upon posting on the EDGAR Website or (2) upon the deemed
receipt by the intended recipient at its e-mail address as described in the
foregoing clause (i) of notification that such notice or communication is
available and identifying the website address therefor.


 


(c)                                  The Platform. 
THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.”  THE AGENT PARTIES (AS DEFINED BELOW) DO NOT
WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY
OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS
FROM THE BORROWER MATERIALS.  NO WARRANTY
OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD
PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY
AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM.  In no event shall the Administrative Agents
or any of their Related Parties (collectively, the “Agent Parties”) have
any liability to the Borrowers, any Lender, the L/C Issuers or any other Person
for losses, claims, damages, liabilities or expenses of any kind (whether in
tort, contract or otherwise) arising out of the Borrowers’ or the
Administrative Agents’ transmission of Borrower Materials through the Internet,
except to the extent that such losses, claims, damages, liabilities or expenses
are determined by a court of competent jurisdiction by a final and
nonappealable judgment to have resulted from the gross negligence or willful
misconduct of such Agent Party; provided, however, that in no
event shall any Agent Party have any liability to the Borrowers, any Lender,
the L/C Issuers or any other Person for indirect, special, incidental,
consequential or punitive damages (as opposed to direct or actual damages).


 


(d)                                 Change of Address, Etc. 
Each of the Borrowers, the Administrative Agents and the L/C Issuers may
change its address, telecopier or telephone number for notices and other
communications hereunder by notice to the other parties hereto.  Each Lender may change its address, telecopier
or telephone number for notices and other communications hereunder by notice to
the Borrowers, the Administrative Agents and the L/C Issuers.  In addition, each Lender agrees to notify the
Administrative Agents from time to time to ensure that each Administrative
Agent has on record (i) an effective address, contact name, telephone
number, telecopier number and electronic mail address to which notices and
other communications may be sent and (ii) accurate wire instructions for
such Lender.


 


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(e)                                  Reliance by Administrative Agents, L/C
Issuers and Lenders.  The Administrative Agents, the L/C Issuers
and the Lenders shall be entitled to rely and act upon any notices (including
telephonic Committed Loan Notices) purportedly given by or on behalf of a
Borrower even if (i) such notices were not made in a manner specified
herein, were incomplete or were not preceded or followed by any other form of
notice specified herein, or (ii) the terms thereof, as understood by the
recipient, varied from any confirmation thereof.  The Borrowers shall indemnify the
Administrative Agents, the L/C Issuers, each Lender and the Related Parties of
each of them from all losses, costs, expenses and liabilities resulting from
the reasonable reliance by such Person on each notice purportedly given by or
on behalf of a Borrower.  All telephonic
notices to and other telephonic communications with an Administrative Agent may
be recorded by such Administrative Agent, and each of the parties hereto hereby
consents to such recording.


 


10.03                 No Waiver; Cumulative Remedies. 
No failure by any Lender, L/C Issuer or Administrative Agent to
exercise, and no delay by any such Person in exercising, any right, remedy,
power or privilege hereunder or under any other Loan Document shall operate as
a waiver thereof; nor shall any single or partial exercise of any right,
remedy, power or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges
herein provided, and provided under each other Loan Document, are cumulative
and not exclusive of any rights, remedies, powers and privileges provided by law.


 


10.04                 Expenses; Indemnity; Damage Waiver.  (a) Costs
and Expenses.  Each Borrower jointly
and severally agrees to pay (i) all reasonable out-of-pocket expenses
incurred by the Administrative Agents and their Affiliates (including the
reasonable fees, charges and disbursements of counsel for the Administrative
Agents), in connection with the syndication of the credit facilities provided
for herein, the preparation, negotiation, execution, delivery and
administration of this Agreement and the other Loan Documents or any
amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated), (ii) all reasonable out-of-pocket expenses incurred by the
L/C Issuers in connection with the issuance, amendment, renewal or extension of
any Letter of Credit or any demand for payment thereunder and (iii) all
out of pocket expenses incurred by the Administrative Agents, any Lender or the
L/C Issuers (including the reasonable fees, charges and disbursements of any
counsel for the Administrative Agents, any Lender or the L/C Issuers) and shall
pay all reasonable fees and time charges for attorneys who may be employees of
the Administrative Agents, any Lender or the L/C Issuers, in connection with
the enforcement or protection of its rights (A) in connection with this
Agreement and the other Loan Documents, including its rights under this
Section, or (B) in connection with Loans made or Letters of Credit issued
hereunder, including all such out-of-pocket expenses incurred during any
workout, restructuring or negotiations in respect of such Loans or Letters of
Credit.


 


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(b)                                 Indemnification by the Borrowers. 
The Borrowers jointly and severally agree to indemnify the
Administrative Agents (and any sub-agent thereof), each Lender and the L/C
Issuers, and each Related Party of any of the foregoing Persons (each such
Person being called an “Indemnitee”) against, and hold each Indemnitee
harmless from, any and all losses, claims, damages, liabilities and related
expenses (including the reasonable fees, charges and disbursements of counsel
for the Indemnitees, provided that all Indemnitees shall use a single
counsel in each appropriate jurisdiction, except in the case of a bona fide
conflict of interest where additional counsel may be retained), incurred by any
Indemnitee or asserted against any Indemnitee by any third party or by a
Borrower or any other Loan Party arising out of, in connection with, or as a
result of (i) the execution or delivery of this Agreement, any other Loan
Document or any agreement or instrument contemplated hereby or thereby, the
performance by the parties hereto of their respective obligations hereunder or
thereunder or the consummation of the transactions contemplated hereby or
thereby, or, in the case of an Administrative Agent (and any sub-agent thereof)
and its Related Parties only, the administration of this Agreement and the
other Loan Documents, (ii) any Loan or Letter of Credit or the use or
proposed use of the proceeds therefrom (including any refusal by an L/C Issuer
to honor a demand for payment under a Letter of Credit if the documents
presented in connection with such demand do not strictly comply with the terms
of such Letter of Credit), (iii) any actual or alleged presence or release
of Hazardous Materials on or from any property owned or operated by a Borrower
or any of its Subsidiaries, or any Environmental Liability related in any way
to a Borrower or any of its Subsidiaries, or (iv) any actual or
prospective claim, litigation, investigation or proceeding relating to any of
the foregoing, whether based on contract, tort or any other theory, whether
brought by a third party or by a Borrower or any other Loan Party or any of
such Borrower’s or such Loan Party’s directors, shareholders or creditors, and
regardless of whether any Indemnitee is a party thereto; provided that
such indemnity shall not, as to any Indemnitee, be available to the extent that
such losses, claims, damages, liabilities or related expenses (x) are
determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence, willful misconduct or bad
faith of such Indemnitee or (y) result from a claim brought by a Borrower
or any other Loan Party against an Indemnitee for breach in bad faith of such
Indemnitee’s obligations hereunder or under any other Loan Document, if such
Borrower or such Loan Party has obtained a final and nonappealable judgment in
its favor on such claim as determined by a court of competent jurisdiction.


 


(c)                                  Reimbursement by Lenders. 
To the extent that the Borrowers for any reason fail to indefeasibly pay
any amount required under subsection (a) or (b) of this Section to
be paid by them to the Administrative Agents (or any sub-agent thereof), the
L/C Issuers or any Related Party of any of the foregoing, each Lender severally
agrees to pay to the Administrative Agents (or any such sub-agent), the L/C
Issuers or such Related Party, as the case may be, such Lender’s Applicable
Percentage (determined as of the time that the applicable unreimbursed expense
or indemnity payment is sought) of such unpaid amount, provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against such
Administrative Agent (or any such sub-agent) or such L/C Issuer in its capacity
as such, or against any Related Party of any of the foregoing acting for such
Administrative Agent (or any such sub-agent) or L/C Issuer in connection with
such capacity.  The obligations of the
Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).


 


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(d)                                 Waiver of Consequential Damages, Etc. 
To the fullest extent permitted by applicable law, each Borrower shall
not assert, and hereby waives, any claim against any Indemnitee, on any theory
of liability, for special, indirect, consequential or punitive damages (as
opposed to direct or actual damages) arising out of, in connection with, or as
a result of, this Agreement, any other Loan Document or any agreement or
instrument contemplated hereby, the transactions contemplated hereby or
thereby, any Loan or Letter of Credit or the use of the proceeds thereof.  No Indemnitee referred to in subsection (b) above
shall be liable for any damages arising from the use by unintended recipients
of any information or other materials distributed to such unintended recipients
by such Indemnitee through telecommunications, electronic or other information
transmission systems in connection with this Agreement or the other Loan
Documents or the transactions contemplated hereby or thereby other than for
direct or actual damages resulting from the gross negligence or willful
misconduct of such Indemnitee as determined by a final and nonappealable
judgment of a court of competent jurisdiction.


 


(e)                                  Payments.  All amounts
due under this Section shall be payable not later than fifteen Business
Days after demand therefor.


 


(f)                                    Survival.  The
agreements in this Section shall survive the resignation of any
Administrative Agent and any L/C Issuer, the replacement of any Lender, the
termination of the Aggregate Commitments and the repayment, satisfaction or
discharge of all the other Obligations.


 


10.05                 Payments Set Aside. 
To the extent that any payment by or on behalf of a Borrower is made to
any Administrative Agent, any L/C Issuer or any Lender, or any Administrative
Agent, L/C Issuer or any Lender exercises its right of setoff, and such payment
or the proceeds of such setoff or any part thereof is subsequently invalidated,
declared to be fraudulent or preferential, set aside or required (including
pursuant to any settlement entered into by any Administrative Agent, any L/C
Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or
any other party, in connection with any proceeding under any Debtor Relief Law
or otherwise, then (a) to the extent of such recovery, the obligation or
part thereof originally intended to be satisfied shall be revived and continued
in full force and effect as if such payment had not been made or such setoff
had not occurred, and (b) each Lender and each L/C Issuer severally agrees
to pay to the applicable Administrative Agent upon demand its applicable share
(without duplication) of any amount so recovered from or repaid by such
Administrative Agent, plus interest thereon from the date of such demand to the
date such payment is made at a rate per annum equal to the Federal Funds Rate
from time to time in effect.  The
obligations of the Lenders and the L/C Issuers under clause (b) of the
preceding sentence shall survive the payment in full of the Obligations and the
termination of this Agreement.


 


10.06                 Successors and Assigns.  (a) Successors
and Assigns Generally.  The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted
hereby, except that neither Borrower may assign or otherwise transfer any of
its rights or obligations hereunder without the prior written consent of the
Domestic Administrative Agent and each Lender and no Lender may assign or
otherwise transfer any of its rights or obligations hereunder except (i) to
an assignee in accordance with the provisions of Section 10.06(b), (ii) by
way of participation in accordance with the provisions of Section 10.06(d),
or (iii) by way of pledge or assignment of a security interest subject to
the restrictions of Section 10.06(f) (and any other attempted
assignment or transfer by any party hereto shall be null and void).  Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby, Participants
to the extent provided in subsection (d) of this Section and, to the
extent expressly contemplated hereby, the Related Parties of each of the
Administrative Agents, the L/C Issuers and the Lenders) any legal or equitable
right, remedy or claim under or by reason of this Agreement.


 


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(b)                                 Assignments by Lenders. 
Any Lender may at any time assign to one or more assignees all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment(s) and the Loans (including for purposes of this
Section 10.06(b), participations in L/C Obligations) at the time
owing to it); provided that any such assignment shall be subject to the
following conditions:


 


(i)                                     Minimum Amounts.


 


(A)                              in the case of an assignment of the
entire remaining amount of the assigning Lender’s Commitment under any Facility
and the Loans at the time owing to it under such Facility or in the case of an
assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no
minimum amount need be assigned; and


 


(B)                                in any case not described in subsection
(b)(i)(A) of this Section, the aggregate amount of the Commitment (which
for this purpose includes Loans outstanding thereunder) or, if the Commitment
is not then in effect, the principal outstanding balance of the Loans of the
assigning Lender subject to each such assignment, determined as of the date the
Assignment and Assumption with respect to such assignment is delivered to the
Administrative Agent or, if “Trade Date” is specified in the Assignment and
Assumption, as of the Trade Date, shall not be less than $5,000,000, unless
each of the applicable Administrative Agent and, so long as no Event of Default
has occurred and is continuing, the applicable Borrower otherwise consents
(each such consent not to be unreasonably withheld or delayed); provided,
however, that concurrent assignments to members of an Assignee Group and
concurrent assignments from members of an Assignee Group to a single Eligible
Assignee (or to an Eligible Assignee and members of its Assignee Group) will be
treated as a single assignment for purposes of determining whether such minimum
amount has been met;


 


(ii)                                  Proportionate Amounts. 
Each partial assignment shall be made as an assignment of a
proportionate part of all the assigning Lender’s rights and obligations under
this Agreement with respect to the Loans or the Commitment assigned, except
that this clause (ii) shall not prohibit any Lender from assigning all or
a portion of its rights and obligations among separate Facilities on a non-pro
rata basis;


 


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(iii)                               Required Consents. 
No consent shall be required for any assignment except to the extent
required by subsection (b)(i)(B) of this Section and, in addition:


 


(A)                              the consent of a Borrower (such consent
not to be unreasonably withheld or delayed) shall be required unless (1) an
Event of Default has occurred and is continuing at the time of such assignment
or (2) such assignment is to a Lender, an Affiliate of a Lender or an
Approved Fund;


 


(B)                                the consent of applicable Administrative
Agent (such consent not to be unreasonably withheld or delayed) shall be
required for assignments in respect of any Commitment if such assignment is to
a Person that is not a Lender with a Commitment in respect of the applicable
Facility, an Affiliate of such Lender or an Approved Fund with respect to such
Lender; and


 


(C)                                the consent of the applicable L/C Issuer
(such consent not to be unreasonably withheld or delayed) shall be required for
any assignment that increases the obligation of the assignee to participate in
exposure under one or more Letters of Credit (whether or not then outstanding).


 


(iv)                              Assignment and Assumption. 
The parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Assumption, together with a processing
and recordation fee in the amount, if any, required as set forth in Schedule 10.06
as well as all ancillary documents, including any Tax forms, required under Section 3.01;
provided, however, that the applicable Administrative Agent may,
in its sole discretion, elect to waive such processing and recordation fee in
the case of any assignment.  The
assignee, if it shall not be a Lender, shall deliver to the applicable
Administrative Agent an Administrative Questionnaire.


 


(v)                                 No Assignment to Borrower. 
No such assignment shall be made to a Borrower or any of a Borrower’s
Affiliates or Subsidiaries.


 


(vi)                              No Assignment to Natural Persons. 
No such assignment shall be made to a natural person.


 


(vii)                           Canadian Loan. 
No such assignment of a Canadian Loan or Commitment shall be made to any
Person other than a financial institution that, upon the effectiveness of such
assignment, will be a “Canadian Lender” as set forth in the definition thereof.


 


Subject to acceptance and recording thereof by the
applicable Administrative Agent pursuant to subsection (c) of this
Section, and upon satisfaction of the conditions set forth above, from and
after the effective date specified in each Assignment and Assumption, the
assignee thereunder shall be a party to this Agreement and, to the extent of
the interest assigned by such Assignment and Assumption, have the rights and
obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and
Assumption, be released from its obligations under this Agreement (and, in the
case of an Assignment and Assumption covering all of the assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto but shall continue to be entitled to the benefits of Sections 3.01,
3.04, 3.05 and 10.04 with respect to facts and
circumstances occurring prior to the effective date of such assignment).  Upon request, the applicable Borrower (at its
expense) shall execute and deliver a Note to the assignee Lender.  Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this
subsection shall be treated for purposes of this Agreement as a sale by such Lender
of a participation in such rights and obligations in accordance with Section 10.06(d).  No assignee shall be entitled to receive any
greater benefit pursuant to this Agreement (including but not limited to Sections 3.01,
3.04, 3.05 and 10.04 hereof) than the Lender assignor
would have been entitled to receive with respect to the rights transferred.


 


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(c)                                  Register.  Each
Administrative Agent, acting solely for this purpose as an agent of the
applicable Borrower, shall maintain at the Administrative Agent’s Office a copy
of each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amounts of the Loans and L/C Obligations owing to, each Lender
pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be
conclusive, and the Borrowers, the Administrative Agents and the Lenders may
treat each Person whose name is recorded in the Register pursuant to the terms
hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. 
The Register shall be available for inspection by the Borrowers and any
Lender, at any reasonable time and from time to time upon reasonable prior
notice.


 


(d)                                 Participations. 
Any Lender may at any time, without the consent of, or notice to, the
Borrowers or the Administrative Agents, sell participations to any Person
(other than a natural person or a Borrower or any of a Borrower’s Affiliates or
Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s
rights and/or obligations under this Agreement (including all or a portion of
its Commitment and/or the Loans (including such Lender’s participations in L/C
Obligations) owing to it); provided that (i) such Lender’s
obligations under this Agreement shall remain unchanged, (ii) such Lender
shall remain solely responsible to the other parties hereto for the performance
of such obligations and (iii) the Borrowers, the Administrative Agents,
the Lenders and the L/C Issuers shall continue to deal solely and directly with
such Lender in connection with such Lender’s rights and obligations under this
Agreement.  Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided
that such agreement or instrument may provide that such Lender will not,
without the consent of the Participant, agree to any amendment, waiver or other
modification described in the first proviso to Section 10.01 that
affects such Participant.  Subject to
subsection (e) of this Section, each Borrower agrees that each Participant
shall be entitled to the benefits of Sections 3.01, 3.04 and
3.05 to the same extent as if it were a Lender and had acquired its
interest by assignment pursuant to Section 10.06(b).  To the extent permitted by law, each
Participant also shall be entitled to the benefits of Section 10.08
as though it were a Lender, provided such Participant agrees to be subject to Section 2.13
as though it were a Lender.


 


(e)                                  Limitations upon Participant Rights. 
A Participant shall not be entitled to receive any greater payment under
Section 3.01 or 3.04 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
applicable Borrower’s prior written consent. 
A Participant shall not be entitled to the benefits of Section 3.01
unless the Borrowers are notified of the participation sold to such Participant
and such Participant agrees, for the benefit of the Borrowers, to comply with Section 3.01(e) as
though it were a Lender.


 


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(f)                                    Certain Pledges. 
Any Lender may at any time pledge or assign a security interest in all
or any portion of its rights under this Agreement (including under its Note, if
any) to secure obligations of such Lender, including any pledge or assignment
to secure obligations to a Federal Reserve Bank; provided that no such
pledge or assignment shall release such Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party
hereto.


 


(g)                                 Electronic Execution of Assignments. 
The words “execution,” “signed,” “signature,” and words of like import
in any Assignment and Assumption shall be deemed to include electronic signatures
or the keeping of records in electronic form, each of which shall be of the
same legal effect, validity or enforceability as a manually executed signature
or the use of a paper-based recordkeeping system, as the case may be, to the
extent and as provided for in any applicable law, including the Federal
Electronic Signatures in Global and National Commerce Act, the New York State
Electronic Signatures and Records Act, or any other similar state laws based on
the Uniform Electronic Transactions Act.


 


(h)                                 Resignation as L/C Issuer after
Assignment.  Notwithstanding anything to the contrary
contained herein, if at any time Bank of America or Bank of America Canada
assigns all of its Revolving Credit Commitments and Committed Loans pursuant to
Section 10.06(b), it may, upon 30 days’ notice to the Borrowers and
the Lenders, resign as L/C Issuer.  In
the event of any such resignation as L/C Issuer, the Borrowers shall be
entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided,
however, that no failure by the Borrowers to appoint any such successor
shall affect the resignation of Bank of America or Bank of America Canada as
L/C Issuer.  If Bank of America or Bank
of America Canada resigns as L/C Issuer, it shall retain all the rights,
powers, privileges and duties of the L/C Issuer hereunder with respect to all
Letters of Credit outstanding as of the effective date of its resignation as
L/C Issuer and all L/C Obligations with respect thereto (including the right to
require the Lenders to make Base Rate Loans or fund risk participations in
Unreimbursed Amounts pursuant to Section 2.03(c)).  Upon the appointment of a successor L/C
Issuer, (a) such successor shall succeed to and become vested with all of
the rights, powers, privileges and duties of the retiring L/C Issuer, and (b) the
successor L/C Issuer shall issue letters of credit in substitution for the
Letters of Credit, if any, outstanding at the time of such succession or make
other arrangements satisfactory to Bank of America or Bank of America Canada,
as appropriate, to effectively assume the obligations of such party with
respect to such Letters of Credit.


 


10.07                 Treatment of Certain Information;
Confidentiality.  Each of the Administrative Agents, the
Lenders and the L/C Issuers agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed (a) to
its Affiliates and to its and its Affiliates’ respective partners, directors,
officers, employees, agents, advisors and representatives in connection with
this Agreement and the Loans (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such Information
and instructed to keep such Information confidential), (b) to the extent
requested by any regulatory authority purporting to have jurisdiction over it
(including any self-regulatory authority, such as the National Association of
Insurance Commissioners), (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (d) to any other
party hereto, (e) in connection with the exercise of any remedies
hereunder or under any other Loan Document or any action or proceeding relating
to this Agreement or any other Loan Document or the enforcement of rights
hereunder or thereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (1) any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement or (2) any actual or
prospective counterparty (or its advisors) to any swap or derivative
transaction relating to a Borrower and its obligations, (g) with the
consent of a Borrower or (h) to the extent such Information (i) becomes
publicly available other than as a result of a breach of this Section or (ii) becomes
available to any Administrative Agent, any Lender, any L/C Issuer or any of
their respective Affiliates on a nonconfidential basis from a source other than
the Borrowers.


 


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For purposes of this Section, “Information”
means all information received from any Loan Party or any Subsidiary thereof
relating to any Loan Party or any Subsidiary thereof or their respective
businesses, other than any such information that is publicly available on the
EDGAR Website or that is available to any Administrative Agent, any Lender or
any L/C Issuer on a nonconfidential basis prior to disclosure by any Loan Party
or any Subsidiary thereof.  Any Person
required to maintain the confidentiality of Information as provided in this Section shall
be considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.


 


Each of the Administrative Agents, the Lenders and the
L/C Issuers acknowledge that (a) the Information may include material
non-public information concerning the Borrowers or a Subsidiary, as the case
may be, (b) it has developed compliance procedures regarding the use of
material non-public information and (c) it will handle such material
non-public information in accordance with applicable Law, including Federal and
state securities Laws.


 


10.08                 Right of Setoff. 
If an Event of Default shall have occurred and be continuing, each
Lender, each L/C Issuer and each of their respective Affiliates is hereby
authorized at any time and from time to time, after obtaining the prior written
consent of the Domestic Administrative Agent, to the fullest extent permitted
by applicable law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final, in whatever currency) at any
time held and other obligations (in whatever currency) at any time owing by
such Lender, such L/C Issuer or any such Affiliate to or for the credit or the
account of a Borrower or any other Loan Party against any and all of the
obligations of either Borrower or such Loan Party now or hereafter existing
under this Agreement or any other Loan Document to such Lender or L/C Issuer,
irrespective of whether or not such Lender or L/C Issuer shall have made any
demand under this Agreement or any other Loan Document and although such
obligations of such Borrower or such Loan Party may be contingent or unmatured
or are owed to a branch or office of such Lender or L/C Issuer different from
the branch or office holding such deposit or obligated on such indebtedness.  The rights of each Lender, each L/C Issuer
and their respective Affiliates under this Section are in addition to
other rights and remedies (including other rights of setoff) that such Lender,
such L/C Issuer or their respective Affiliates may have.  Each Lender and each L/C Issuer agrees to
notify the Borrowers and the Administrative Agents promptly after any such
setoff and application, provided that the failure to give such notice shall not
affect the validity of such setoff and application.


 


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10.09                 Interest Rate Limitation. 
Notwithstanding anything to the contrary contained in any Loan Document,
the interest paid or agreed to be paid under the Loan Documents shall not
exceed the maximum rate of non-usurious interest permitted by applicable Law
(the “Maximum Rate”).  If an
Administrative Agent or any Lender shall receive interest in an amount that
exceeds the Maximum Rate, the excess interest shall be applied to the principal
of the Loans or, if it exceeds such unpaid principal, refunded to the
applicable Borrower.  In determining
whether the interest contracted for, charged, or received by an Administrative
Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted
by applicable Law, (a) characterize any payment that is not principal as
an expense, fee, or premium rather than interest, (b) exclude voluntary
prepayments and the effects thereof, and (c) amortize, prorate, allocate,
and spread in equal or unequal parts the total amount of interest throughout
the contemplated term of the Obligations hereunder.


 


10.10                 Counterparts; Integration; Effectiveness. 
This Agreement may be executed in counterparts (and by different parties
hereto in different counterparts), each of which shall constitute an original,
but all of which when taken together shall constitute a single contract.  This Agreement and the other Loan Documents
constitute the entire contract among the parties relating to the subject matter
hereof and supersede any and all previous agreements and understandings, oral
or written, relating to the subject matter hereof.  Except as provided in Section 4.01,
this Agreement shall become effective when it shall have been executed by the
Administrative Agents and when the Administrative Agents shall have received
counterparts hereof that, when taken together, bear the signatures of each of
the other parties hereto.  Delivery of an
executed counterpart of a signature page of this Agreement by telecopy
shall be effective as delivery of a manually executed counterpart of this
Agreement.


 


10.11                 Survival of Representations and
Warranties.  All representations and warranties made
hereunder and in any other Loan Document or other document delivered pursuant
hereto or thereto or in connection herewith or therewith shall survive the
execution and delivery hereof and thereof. 
Such representations and warranties have been or will be relied upon by
the Administrative Agents and each Lender, regardless of any investigation made
by the Administrative Agents or any Lender or on their behalf and
notwithstanding that the Administrative Agents or any Lender may have had
notice or knowledge of any Default at the time of any Credit Extension, and
shall continue in full force and effect as long as any Loan or any other Obligation
hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall
remain outstanding.


 


10.12                 Severability. 
If any provision of this Agreement or the other Loan Documents is held
to be illegal, invalid or unenforceable, (a) the legality, validity and
enforceability of the remaining provisions of this Agreement and the other Loan
Documents shall not be affected or impaired thereby and (b) the parties
shall endeavor in good faith negotiations to replace the illegal, invalid or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the illegal, invalid or unenforceable
provisions.  The invalidity of a
provision in a particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


 


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10.13                 Replacement of Lenders. 
If any Lender requests compensation under Section 3.04, or
if a Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 3.01,
if any Lender is a Defaulting Lender or if any other circumstance exists
hereunder that gives a Borrower the right to replace a Lender as a party
hereto, then such Borrower may, at its sole expense and effort, upon notice to
such Lender and the applicable Administrative Agent, require such Lender to
assign and delegate, without recourse (in accordance with and subject to the
restrictions contained in, and consents required by, Section 10.06),
all of its interests, rights and obligations under this Agreement and the
related Loan Documents to an assignee that shall assume such obligations (which
assignee may be another Lender, if a Lender accepts such assignment), provided
that:


 


(a)                                  such Borrower shall have paid to the
applicable Administrative Agent the assignment fee specified in Section 10.06(b)(iv);


 


(b)                                 such Lender shall have received payment
of an amount equal to the outstanding principal of its Loans and L/C Advances,
accrued interest thereon, accrued fees and all other amounts payable to it
hereunder and under the other Loan Documents (including any amounts under Section 3.05)
from the assignee (to the extent of such outstanding principal and accrued
interest and fees) or such Borrower (in the case of all other amounts);


 


(c)                                  in the case of any such assignment
resulting from a claim for compensation under Section 3.04 or
payments required to be made pursuant to Section 3.01, such
assignment will result in a reduction in such compensation or payments
thereafter; and


 


(d)                                 such assignment does not conflict with
applicable Laws.


 


A Lender shall not be required to make any such
assignment or delegation if, prior thereto, as a result of a waiver by such
Lender or otherwise, the circumstances entitling the applicable Borrower to
require such assignment and delegation cease to apply.


 


10.14                 GOVERNING LAW; JURISDICTION; ETC.  (a) GOVERNING
LAW.  THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
CALIFORNIA.


 


(b)                                 SUBMISSION TO JURISDICTION. 
EACH BORROWER IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND
ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF
CALIFORNIA SITTING IN LOS ANGELES COUNTY AND OF THE UNITED STATES DISTRICT
COURT OF THE CENTRAL DISTRICT OF CALIFORNIA, AND ANY APPELLATE COURT FROM ANY
THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY
JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES
THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD
AND DETERMINED IN SUCH CALIFORNIA STATE COURT OR, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.  EACH OF THE PARTIES HERETO AGREES THAT A
FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
PROVIDED BY LAW.  NOTHING IN THIS
AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY
ADMINISTRATIVE AGENT, ANY LENDER OR ANY L/C ISSUER MAY OTHERWISE HAVE TO
BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT AGAINST A BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY
JURISDICTION.


 


102

















 


(c)                                  WAIVER OF VENUE. 
EACH BORROWER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT
REFERRED TO IN PARAGRAPH (B) OF THIS SECTION.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN
INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH
COURT.


 


(d)                                 SERVICE OF PROCESS. 
EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE
MANNER PROVIDED FOR NOTICES IN SECTION 10.02.  NOTHING IN THIS AGREEMENT WILL AFFECT THE
RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
APPLICABLE LAW


 


10.15                 WAIVER OF JURY TRIAL. 
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT
IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.


 


103

















 


10.16                 No Advisory or Fiduciary Responsibility. 
In connection with all aspects of each transaction contemplated hereby,
the Borrowers and the Loan Parties each acknowledge and agree, and acknowledge
their respective Affiliates’ understanding, that: (i) the credit
facilities provided for hereunder and any related arranging or other services
in connection therewith (including in connection with any amendment, waiver or
other modification hereof or of any other Loan Document) are an arm’s-length
commercial transaction between the Borrowers and their respective Affiliates,
on the one hand, and the Administrative Agents, on the other hand, and each of
the Borrowers is capable of evaluating and understanding and understands and
accepts the terms, risks and conditions of the transactions contemplated hereby
and by the other Loan Documents (including any amendment, waiver or other
modification hereof or thereof); (ii) in connection with the process
leading to such transaction, each Administrative Agent is and has been acting
solely as a principal and is not the financial advisor, agent or fiduciary, for
the Borrowers or any of their respective Affiliates, stockholders, creditors or
employees or any other Person; (iii) neither Administrative Agent has
assumed or will assume an advisory, agency or fiduciary responsibility in favor
of either Borrower with respect to any of the transactions contemplated hereby
or the process leading thereto, including with respect to any amendment, waiver
or other modification hereof or of any other Loan Document (irrespective of
whether either Administrative Agent has advised or is currently advising either
Borrower or any of its Affiliates on other matters) and neither Administrative
Agent has any obligation to the Borrowers or any of their respective Affiliates
with respect to the transactions contemplated hereby except those obligations
expressly set forth herein and in the other Loan Documents; (iv) the
Administrative Agents and their respective Affiliates may be engaged in a broad
range of transactions that involve interests that differ from those of the
Borrowers and their Affiliates and neither Administrative Agent has any
obligation to disclose any of such interests by virtue of any advisory, agency
or fiduciary relationship; and (v) the Administrative Agents have not
provided and will not provide any legal, accounting, regulatory or Tax advice
with respect to any of the transactions contemplated hereby (including any
amendment, waiver or other modification hereof or of any other Loan Document)
and each Borrower has consulted its own legal, accounting, regulatory and Tax
advisors to the extent it has deemed appropriate.  Each Borrower hereby waives and releases, to the
fullest extent permitted by law, any claims that it may have against the
Administrative Agent with respect to any breach or alleged breach of agency or
fiduciary duty.


 


10.17                 USA PATRIOT Act Notice. 
Each Lender that is subject to the Act (as hereinafter defined) and the
Administrative Agent (for itself and not on behalf of any Lender) hereby
notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act
(Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”),
it is required to obtain, verify and record information that identifies each
Loan Party, which information includes the name and address of each Loan Party
and other information that will allow such Lender or the Domestic
Administrative Agent, as applicable, to identify each Loan Party in accordance
with the Act.


 


10.18                 California Judicial Reference. 
If any action or proceeding is filed in a court of the State of
California by or against any party hereto in connection with any of the
transactions contemplated by this Agreement or any other Loan Document, the
court shall, and is hereby directed to, make a general reference pursuant to
California Code of Civil Procedure Section 638 to a referee (who shall be
a single active or retired judge) to hear and determine all of the issues in
such action or proceeding (whether of fact or of law) and to report a statement
of decision, provided that at the option of any party to such
proceeding, any such issues pertaining to a “provisional remedy” as defined in
California Code of Civil Procedure Section 1281.8 shall be heard and
determined by the court.


 


104
















 


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


 


	
   

  	
  GUESS ?, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Carlos Alberini

  
	
   

  	
  Name:

  	
  Carlos Alberini

  
	
   

  	
  Title:

  	
  President and Chief
  Operating Officer

  



 


S-1

















 


	
   

  	
  GUESS? CANADA CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Carlos Alberini

  
	
   

  	
  Name:

  	
  Carlos Alberini

  
	
   

  	
  Title:

  	
  Chief Operating Officer

  



 


S-2

















 


	
   

  	
  BANK OF AMERICA, N.A., as
  Domestic

  Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mathew Koenig

  
	
   

  	
  Name:

  	
  Matthew Koenig

  
	
   

  	
  Title:

  	
  Senior Vice President 

  



 


S-3

















 


	
   

  	
  BANK OF AMERICA, N.A.,
  acting through its

  Canada Branch, as Canada Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Medina Sales De
  Andrade

  
	
   

  	
  Name:

  	
  Medina Sales De Andrade

  
	
   

  	
  Title:

  	
  Assistant Vice President

  



 


S-4

















 


	
   

  	
  BANK OF AMERICA, N.A., as
  a Domestic Lender

  and L/C Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mathew Koenig

  
	
   

  	
  Name:

  	
  Matthew Koenig  

  
	
   

  	
  Title:

  	
  Senior Vice President

  



 


S-5

















 


	
   

  	
  BANK OF AMERICA, N.A.,
  acting through its

  Canada Branch, as a Canadian Lender and Canadian

  L/C Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Medina Sales De
  Andrade

  
	
   

  	
  Name:

  	
  Medina Sales De Andrade

  
	
   

  	
  Title:

  	
  Assistant Vice President

  



 


S-6






 












 


SCHEDULE 2.01


 


Commitments and Applicable Percentages


 


DOMESTIC FACILITY


 


	
  Domestic
  Lender

  	
   

  	
  Domestic Commitment

  	
   

  	
  Applicable Percentage

  	
   

  
	
  Bank of America, N.A.

  	
   

  	
  $

  	
  70,000,000.00

  	
   

  	
  100.000000000

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  $

  	
  70,000,000.00

  	
   

  	
  100.000000000

  	
  %

  



 


CANADIAN FACILITY


 


	
  Canadian
  Lender

  	
   

  	
  Canadian Commitment

  	
   

  	
  Applicable Percentage

  	
   

  
	
  Bank of America, N.A., acting through its Canada
  Branch

  	
   

  	
  $

  	
  15,000,000.00

  	
   

  	
  100.000000000

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  $

  	
  15,000,000.00

  	
   

  	
  100.000000000

  	
  %

  



 


1

















 


SCHEDULE 5.06


 


Litigation


 


None.


 


1

















 


SCHEDULE 5.08(c)


 


Owned Real Property


 


2152
E. 14th Street, Los Angeles, California
90021-2842.  Approximately 2.94 acres
zoned M3 industrial and currently used as a parking lot for the Guess?, Inc.
corporate headquarters.


 


1

















 


SCHEDULE 5.08(d)


 


Leased Real Property


 


	
  Store

  	
   

  	
  Div

  	
   

  	
  Store Name

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Exp Date

  
	
  3104

  	
   

  	
  Factory

  	
   

  	
  Potomac Mills

  	
   

  	
  Woodbridge

  	
   

  	
  VA

  	
   

  	
  1/31/15

  
	
  3105

  	
   

  	
  Factory

  	
   

  	
  Franklin Mills

  	
   

  	
  Philadelphia

  	
   

  	
  PA

  	
   

  	
  1/31/10

  
	
  3108

  	
   

  	
  Factory

  	
   

  	
  Orlando (Temp Space)

  	
   

  	
  Orlando

  	
   

  	
  FL

  	
   

  	
  7/11/07

  
	
  3111

  	
   

  	
  Factory

  	
   

  	
  Cabazon

  	
   

  	
  Cabazon

  	
   

  	
  CA

  	
   

  	
  12/31/14

  
	
  3112

  	
   

  	
  Factory

  	
   

  	
  San Marcos

  	
   

  	
  San Marcos

  	
   

  	
  TX

  	
   

  	
  1/31/09

  
	
  3113

  	
   

  	
  Factory

  	
   

  	
  Sawgrass Mills

  	
   

  	
  Sunrise

  	
   

  	
  FL

  	
   

  	
  1/31/10

  
	
  3114

  	
   

  	
  Factory

  	
   

  	
  Lighthouse Place

  	
   

  	
  Michigan City

  	
   

  	
  IN

  	
   

  	
  6/30/12

  
	
  3115

  	
   

  	
  Factory

  	
   

  	
  Gurnee Mills

  	
   

  	
  Gurnee

  	
   

  	
  IL

  	
   

  	
  8/7/08

  
	
  3117

  	
   

  	
  Factory

  	
   

  	
  Lancaster

  	
   

  	
  Lancaster

  	
   

  	
  PA

  	
   

  	
  1/31/09

  
	
  3118

  	
   

  	
  Factory

  	
   

  	
  Woodbury Commons

  	
   

  	
  Central Valley

  	
   

  	
  NY

  	
   

  	
  6/30/08

  
	
  3122

  	
   

  	
  Factory

  	
   

  	
  Gilroy

  	
   

  	
  Gilroy

  	
   

  	
  CA

  	
   

  	
  11/30/09

  
	
  3123

  	
   

  	
  Factory

  	
   

  	
  Castle Rock

  	
   

  	
  Castle Rock

  	
   

  	
  CO

  	
   

  	
  3/31/07

  
	
  3124

  	
   

  	
  Factory

  	
   

  	
  Birch Run

  	
   

  	
  Birch Run

  	
   

  	
  MI

  	
   

  	
  1/31/08

  
	
  3125

  	
   

  	
  Factory

  	
   

  	
  Jeffersonville

  	
   

  	
  Jeffersonville

  	
   

  	
  OH

  	
   

  	
  1/31/09

  
	
  3127

  	
   

  	
  Factory

  	
   

  	
  Casa Grande

  	
   

  	
  Casa Grande

  	
   

  	
  AZ

  	
   

  	
  2/28/07

  
	
  3131

  	
   

  	
  Factory

  	
   

  	
  Commerce

  	
   

  	
  Commerce

  	
   

  	
  GA

  	
   

  	
  1/31/07

  
	
  3135

  	
   

  	
  Factory

  	
   

  	
  Gonzales

  	
   

  	
  Gonzales

  	
   

  	
  LA

  	
   

  	
  1/31/09

  
	
  3141

  	
   

  	
  Factory

  	
   

  	
  Conroe

  	
   

  	
  Conroe

  	
   

  	
  TX

  	
   

  	
  1/31/09

  
	
  3143

  	
   

  	
  Factory

  	
   

  	
  Niagara Falls

  	
   

  	
  Niagara Falls

  	
   

  	
  NY

  	
   

  	
  12/31/14

  
	
  3150

  	
   

  	
  Factory

  	
   

  	
  San Ysidro

  	
   

  	
  San Ysidro

  	
   

  	
  CA

  	
   

  	
  11/30/11

  
	
  3156

  	
   

  	
  Factory

  	
   

  	
  Berkeley Commons

  	
   

  	
  Williamsburg

  	
   

  	
  VA

  	
   

  	
  3/31/09

  
	
  3163

  	
   

  	
  Factory

  	
   

  	
  Rehoboth Beach

  	
   

  	
  Rehoboth

  	
   

  	
  DE

  	
   

  	
  8/31/07

  
	
  3164

  	
   

  	
  Factory

  	
   

  	
  Grove City Outlet

  	
   

  	
  Grove City

  	
   

  	
  PA

  	
   

  	
  1/31/08

  
	
  3165

  	
   

  	
  Factory

  	
   

  	
  Waikele

  	
   

  	
  Waipahu

  	
   

  	
  HI

  	
   

  	
  12/31/11

  
	
  3167

  	
   

  	
  Factory

  	
   

  	
  Ontario Mills

  	
   

  	
  Ontario

  	
   

  	
  CA

  	
   

  	
  1/31/12

  
	
  3168

  	
   

  	
  Factory

  	
   

  	
  Riverhead

  	
   

  	
  Riverhead

  	
   

  	
  NY

  	
   

  	
  1/31/08

  
	
  3170

  	
   

  	
  Factory

  	
   

  	
  Camarillo

  	
   

  	
  Camarillo

  	
   

  	
  CA

  	
   

  	
  5/31/07

  
	
  3171

  	
   

  	
  Factory

  	
   

  	
  Grapevine Mills

  	
   

  	
  Grapevine

  	
   

  	
  TX

  	
   

  	
  1/31/15

  
	
  3172

  	
   

  	
  Factory

  	
   

  	
  Fashion Outlets of Las
  Vegas

  	
   

  	
  State Line

  	
   

  	
  NV

  	
   

  	
  7/31/12

  
	
  3173

  	
   

  	
  Factory

  	
   

  	
  Arizona Mills

  	
   

  	
  Tempe

  	
   

  	
  AZ

  	
   

  	
  1/31/08

  
	
  3175

  	
   

  	
  Factory

  	
   

  	
  Orlando Prime Designer
  Outlet

  	
   

  	
  Orlando

  	
   

  	
  FL

  	
   

  	
  3/31/10

  
	
  3176

  	
   

  	
  Factory

  	
   

  	
  St Augustine

  	
   

  	
  St Augustine

  	
   

  	
  FL

  	
   

  	
  1/31/07

  
	
  3177

  	
   

  	
  Factory

  	
   

  	
  Myrtle Beach

  	
   

  	
  Myrtle Beach

  	
   

  	
  SC

  	
   

  	
  9/30/07

  
	
  3178

  	
   

  	
  Factory

  	
   

  	
  Wrentham Village

  	
   

  	
  Wrentham

  	
   

  	
  MA

  	
   

  	
  4/30/13

  
	
  3179

  	
   

  	
  Factory

  	
   

  	
  Dawsonville

  	
   

  	
  Dawsonville

  	
   

  	
  GA

  	
   

  	
  1/31/10

  
	
  3180

  	
   

  	
  Factory

  	
   

  	
  Prime Hagerstown

  	
   

  	
  Hagerstown

  	
   

  	
  MD

  	
   

  	
  1/31/11

  
	
  3181

  	
   

  	
  Factory

  	
   

  	
  Old San Juan

  	
   

  	
  Old San Juan

  	
   

  	
  PR

  	
   

  	
  7/31/07

  
	
  3182

  	
   

  	
  Factory

  	
   

  	
  Tannersville

  	
   

  	
  Tannersville

  	
   

  	
  PA

  	
   

  	
  1/31/10

  
	
  3183

  	
   

  	
  Factory

  	
   

  	
  Katy Mills

  	
   

  	
  Katy

  	
   

  	
  TX

  	
   

  	
  1/31/10

  
	
  3184

  	
   

  	
  Factory

  	
   

  	
  Jersey Gardens

  	
   

  	
  Elizabeth

  	
   

  	
  NJ

  	
   

  	
  1/31/10

  



 


1

















 


	
  Store

  	
   

  	
  Div

  	
   

  	
  Store Name

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Exp Date

  
	
  3185

  	
   

  	
  Factory

  	
   

  	
  Howell

  	
   

  	
  Howell

  	
   

  	
  MI

  	
   

  	
  11/30/09

  
	
  3186

  	
   

  	
  Factory

  	
   

  	
  Opry Mills

  	
   

  	
  Nashville

  	
   

  	
  TN

  	
   

  	
  5/31/10

  
	
  3187

  	
   

  	
  Factory

  	
   

  	
  Albertville

  	
   

  	
  Albertville

  	
   

  	
  MN

  	
   

  	
  4/30/10

  
	
  3188

  	
   

  	
  Factory

  	
   

  	
  Belz Factory Outlet
  World

  	
   

  	
  Barrio Pueblo,
  Canovanas

  	
   

  	
  PR

  	
   

  	
  1/31/12

  
	
  3189

  	
   

  	
  Factory

  	
   

  	
  Milpitas

  	
   

  	
  Milpitas

  	
   

  	
  CA

  	
   

  	
  3/31/10

  
	
  3190

  	
   

  	
  Factory

  	
   

  	
  Carlsbad

  	
   

  	
  Carlsbad

  	
   

  	
  CA

  	
   

  	
  3/31/09

  
	
  3192

  	
   

  	
  Factory

  	
   

  	
  Arundel Mills

  	
   

  	
  Hanover

  	
   

  	
  MD

  	
   

  	
  11/30/15

  
	
  3193

  	
   

  	
  Factory

  	
   

  	
  Orlando Premium

  	
   

  	
  Orlando

  	
   

  	
  FL

  	
   

  	
  1/31/11

  
	
  3194

  	
   

  	
  Factory

  	
   

  	
  Jackson Outlet

  	
   

  	
  Jackson

  	
   

  	
  NJ

  	
   

  	
  1/31/11

  
	
  3195

  	
   

  	
  Factory

  	
   

  	
  Allen Premium Outlets

  	
   

  	
  Allen

  	
   

  	
  TX

  	
   

  	
  1/31/11

  
	
  3198

  	
   

  	
  Factory

  	
   

  	
  Atlantic City

  	
   

  	
  Atlantic City

  	
   

  	
  NJ

  	
   

  	
  1/31/09

  
	
  3200

  	
   

  	
  Factory

  	
   

  	
  Silver Sands

  	
   

  	
  Destin

  	
   

  	
  FL

  	
   

  	
  1/31/12

  
	
  3201

  	
   

  	
  Factory

  	
   

  	
  Las Vegas Premium
  Outlet

  	
   

  	
  Las Vegas

  	
   

  	
  NV

  	
   

  	
  1/31/09

  
	
  3202

  	
   

  	
  Factory

  	
   

  	
  Concord Mills

  	
   

  	
  Concord

  	
   

  	
  NC

  	
   

  	
  9/30/07

  
	
  3203

  	
   

  	
  Factory

  	
   

  	
  Colorado Mills

  	
   

  	
  Lakewood

  	
   

  	
  CO

  	
   

  	
  11/30/07

  
	
  3204

  	
   

  	
  Factory

  	
   

  	
  Chicago Premium Outlets

  	
   

  	
  Aurora

  	
   

  	
  IL

  	
   

  	
  1/31/10

  
	
  3205

  	
   

  	
  Factory

  	
   

  	
  Great Lakes Crossing

  	
   

  	
  Auburn Hills

  	
   

  	
  MI

  	
   

  	
  1/31/09

  
	
  3207

  	
   

  	
  Factory

  	
   

  	
  Miromar

  	
   

  	
  Estero

  	
   

  	
  FL

  	
   

  	
  11/30/08

  
	
  3208

  	
   

  	
  Factory

  	
   

  	
  Discover Mills

  	
   

  	
  Lawrenceville

  	
   

  	
  GA

  	
   

  	
  1/31/09

  
	
  3209

  	
   

  	
  Factory

  	
   

  	
  St. Louis Mills

  	
   

  	
  Hazelwood

  	
   

  	
  MO

  	
   

  	
  1/31/09

  
	
  3210

  	
   

  	
  Factory

  	
   

  	
  Citadel Outlets

  	
   

  	
  Los Angeles

  	
   

  	
  CA

  	
   

  	
  1/31/16

  
	
  3211

  	
   

  	
  Factory

  	
   

  	
  Viejas Outlet Center

  	
   

  	
  Alpine

  	
   

  	
  CA

  	
   

  	
  1/31/15

  
	
  3212

  	
   

  	
  Factory

  	
   

  	
  Huntley

  	
   

  	
  Huntley

  	
   

  	
  IL

  	
   

  	
  1/31/11

  
	
  3214

  	
   

  	
  Factory

  	
   

  	
  Coconut Grove

  	
   

  	
  Miami

  	
   

  	
  FL

  	
   

  	
  7/31/10

  
	
  3215

  	
   

  	
  Factory

  	
   

  	
  Tanger Myrtle Beach

  	
   

  	
  Myrtle Beach

  	
   

  	
  SC

  	
   

  	
  1/31/15

  
	
  3216

  	
   

  	
  Factory

  	
   

  	
  Leesburg Premium Outlet

  	
   

  	
  Leessburg

  	
   

  	
  VA

  	
   

  	
  1/31/10

  
	
  3217

  	
   

  	
  Factory

  	
   

  	
  Cincinnati Mills

  	
   

  	
  Cincinnati

  	
   

  	
  OH

  	
   

  	
  1/31/10

  
	
  3218

  	
   

  	
  Factory

  	
   

  	
  Louisiana Boardwalk

  	
   

  	
  Bossier City

  	
   

  	
  LA

  	
   

  	
  5/31/15

  
	
  3220

  	
   

  	
  Factory

  	
   

  	
  Dolphin Mall

  	
   

  	
  Miami

  	
   

  	
  FL

  	
   

  	
  1/31/15

  
	
  3221

  	
   

  	
  Factory

  	
   

  	
  Prime Outlets @
  Ellenton

  	
   

  	
  Ellenton

  	
   

  	
  FL

  	
   

  	
  1/31/16

  
	
  3222

  	
   

  	
  Factory

  	
   

  	
  Prime Outlets Puerto
  Rico

  	
   

  	
  Barceloneta

  	
   

  	
  PR

  	
   

  	
  1/31/16

  
	
  3223

  	
   

  	
  Factory

  	
   

  	
  Barstow

  	
   

  	
  Barstow

  	
   

  	
  CA

  	
   

  	
  1/31/15

  
	
  3224

  	
   

  	
  Factory

  	
   

  	
  Vacaville

  	
   

  	
  Vacaville

  	
   

  	
  CA

  	
   

  	
  1/31/10

  
	
  3225

  	
   

  	
  Factory

  	
   

  	
  Seattle Premium

  	
   

  	
  Marysville

  	
   

  	
  WA

  	
   

  	
  1/31/11

  
	
  3227

  	
   

  	
  Factory

  	
   

  	
  Folsom

  	
   

  	
  Folsom

  	
   

  	
  CA

  	
   

  	
  1/31/10

  
	
  3228

  	
   

  	
  Factory

  	
   

  	
  Outlets at Anthem

  	
   

  	
  Phoenix

  	
   

  	
  AZ

  	
   

  	
  1/31/11

  
	
  3229

  	
   

  	
  Factory

  	
   

  	
  Round Rock Premium
  Outlets

  	
   

  	
  Round Rock

  	
   

  	
  TX

  	
   

  	
  1/31/12

  
	
  3230

  	
   

  	
  Factory

  	
   

  	
  Woodburn Company Stores

  	
   

  	
  Portland

  	
   

  	
  OR

  	
   

  	
  1/31/11

  
	
  3231

  	
   

  	
  Factory

  	
   

  	
  Petaluma

  	
   

  	
  Petaluma

  	
   

  	
  CA

  	
   

  	
  1/31/07

  
	
  3232

  	
   

  	
  Factory

  	
   

  	
  Waterloo Premium Outlet

  	
   

  	
  Waterloo

  	
   

  	
  NY

  	
   

  	
  1/31/07

  
	
  3235

  	
   

  	
  Factory

  	
   

  	
  Edinburgh Premium
  Outlets

  	
   

  	
  Edinburgh

  	
   

  	
  IN

  	
   

  	
  1/31/11

  
	
  3236

  	
   

  	
  Factory

  	
   

  	
  Sanibel

  	
   

  	
  Sanibel

  	
   

  	
  FL

  	
   

  	
  1/31/17

  
	
  3237

  	
   

  	
  Factory

  	
   

  	
  Charleston Outlet
  Center

  	
   

  	
  Charleston

  	
   

  	
  SC

  	
   

  	
  1/31/17

  
	
  3238

  	
   

  	
  Factory

  	
   

  	
  Hilton Head 2

  	
   

  	
  Blufton

  	
   

  	
  SC

  	
   

  	
  1/31/17

  



 


2

















 


	
  Store

  	
   

  	
  Div

  	
   

  	
  Store Name

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Exp Date

  
	
  3239

  	
   

  	
  Factory

  	
   

  	
  Pleasant Prairie

  	
   

  	
  Pleasant Prairie

  	
   

  	
  WI

  	
   

  	
  1/31/17

  
	
  3502

  	
   

  	
  Factory

  	
   

  	
  Shops at Tanforan

  	
   

  	
  San Bruno

  	
   

  	
  CA

  	
   

  	
  1/31/16

  
	
  3503

  	
   

  	
  Factory

  	
   

  	
  Block at Orange

  	
   

  	
  Orange

  	
   

  	
  CA

  	
   

  	
  1/31/15

  
	
  3505

  	
   

  	
  Factory

  	
   

  	
  Imperial Valley

  	
   

  	
  El Centro

  	
   

  	
  CA

  	
   

  	
  1/31/16

  
	
  3985

  	
   

  	
  Factory Canada

  	
   

  	
  Niagara Falls

  	
   

  	
  Niagara

  	
   

  	
  Ontario

  	
   

  	
  3/31/11

  
	
  3986

  	
   

  	
  Factory Canada

  	
   

  	
  St. Sauveur

  	
   

  	
  St. Sauveur Des Monts

  	
   

  	
  Quebec

  	
   

  	
  2/16/08

  
	
  3987

  	
   

  	
  Factory Canada

  	
   

  	
  Colossus

  	
   

  	
  Woodbridge

  	
   

  	
  Ontario

  	
   

  	
  3/31/10

  
	
  3988

  	
   

  	
  Factory Canada

  	
   

  	
  Windsor

  	
   

  	
  Windsor

  	
   

  	
  Ontario

  	
   

  	
  2/28/10

  
	
  3990

  	
   

  	
  Factory Canada

  	
   

  	
  Gloucester

  	
   

  	
  Gloucester

  	
   

  	
  Ontario

  	
   

  	
  6/30/10

  
	
  3991

  	
   

  	
  Factory Canada

  	
   

  	
  Signal Hill

  	
   

  	
  Calgary

  	
   

  	
  Alberta

  	
   

  	
  10/31/10

  
	
  3992

  	
   

  	
  Factory Canada

  	
   

  	
  Brampton

  	
   

  	
  Brampton

  	
   

  	
  Ontario

  	
   

  	
  10/31/10

  
	
  3993

  	
   

  	
  Factory Canada

  	
   

  	
  College Square

  	
   

  	
  Ottawa

  	
   

  	
  Ontario

  	
   

  	
  12/30/14

  
	
  3994

  	
   

  	
  Factory Canada

  	
   

  	
  Heartland Town Center

  	
   

  	
  Mississauga

  	
   

  	
  Ontario

  	
   

  	
  11/9/14

  
	
  3995

  	
   

  	
  Factory Canada

  	
   

  	
  Mega Center,
  Ste-Dorothee

  	
   

  	
  Laval

  	
   

  	
  Quebec

  	
   

  	
  10/31/11

  
	
  3996

  	
   

  	
  Factory Canada

  	
   

  	
  South Edmonton Common

  	
   

  	
  Edmonton

  	
   

  	
  Alberta

  	
   

  	
  12/31/15

  
	
  3997

  	
   

  	
  Factory Canada

  	
   

  	
  Vaughan Mills

  	
   

  	
  Vaughan

  	
   

  	
  Ontario

  	
   

  	
  11/1/14

  
	
  3998

  	
   

  	
  Factory Canada

  	
   

  	
  Marche Central

  	
   

  	
  Montreal

  	
   

  	
  Quebec

  	
   

  	
  5/31/15

  
	
  3999

  	
   

  	
  Factory Canada

  	
   

  	
  First Pro - New
  Westminster

  	
   

  	
  New Westminster

  	
   

  	
  B.C.

  	
   

  	
  5/31/15

  
	
  5002

  	
   

  	
  Retail

  	
   

  	
  Soho

  	
   

  	
  New York

  	
   

  	
  NY

  	
   

  	
  5/31/12

  
	
  5004

  	
   

  	
  Retail

  	
   

  	
  South Street Seaport

  	
   

  	
  New York

  	
   

  	
  NY

  	
   

  	
  10/31/07

  
	
  5008

  	
   

  	
  Retail

  	
   

  	
  Glendale Galleria

  	
   

  	
  Glendale

  	
   

  	
  CA

  	
   

  	
  1/31/07

  
	
  5010

  	
   

  	
  Retail

  	
   

  	
  Fashion Valley

  	
   

  	
  San Diego

  	
   

  	
  CA

  	
   

  	
  9/30/08

  
	
  5012

  	
   

  	
  Retail

  	
   

  	
  Horton Plaza

  	
   

  	
  San Diego

  	
   

  	
  CA

  	
   

  	
  1/31/16

  
	
  5013

  	
   

  	
  Retail

  	
   

  	
  University Towne Center

  	
   

  	
  San Diego

  	
   

  	
  CA

  	
   

  	
  1/31/07

  
	
  5014

  	
   

  	
  Retail

  	
   

  	
  Westside Pavilion

  	
   

  	
  Los Angeles

  	
   

  	
  CA

  	
   

  	
  1/31/07

  
	
  5017

  	
   

  	
  Retail

  	
   

  	
  Topanga Mall

  	
   

  	
  Canoga Park

  	
   

  	
  CA

  	
   

  	
  6/30/11

  
	
  5018

  	
   

  	
  Retail

  	
   

  	
  Fashion Square

  	
   

  	
  Sherman Oaks

  	
   

  	
  CA

  	
   

  	
  1/31/15

  
	
  5019

  	
   

  	
  Retail

  	
   

  	
  Tucson

  	
   

  	
  Tucson

  	
   

  	
  AZ

  	
   

  	
  1/31/17

  
	
  5020

  	
   

  	
  Retail

  	
   

  	
  Metrocenter

  	
   

  	
  Phoenix

  	
   

  	
  AZ

  	
   

  	
  1/31/07

  
	
  5022

  	
   

  	
  Retail

  	
   

  	
  Fiesta Mall

  	
   

  	
  Mesa

  	
   

  	
  AZ

  	
   

  	
  4/30/07

  
	
  5023

  	
   

  	
  Retail

  	
   

  	
  Scottsdale Fashion
  Square

  	
   

  	
  Scottsdale

  	
   

  	
  AZ

  	
   

  	
  12/31/09

  
	
  5024

  	
   

  	
  Retail

  	
   

  	
  Beverly Center

  	
   

  	
  Los Angeles

  	
   

  	
  CA

  	
   

  	
  8/31/11

  
	
  5026

  	
   

  	
  Retail

  	
   

  	
  Highland Mall

  	
   

  	
  Austin

  	
   

  	
  TX

  	
   

  	
  1/31/07

  
	
  5028

  	
   

  	
  Retail

  	
   

  	
  Houston

  	
   

  	
  Houston

  	
   

  	
  TX

  	
   

  	
  4/30/09

  
	
  5029

  	
   

  	
  Retail

  	
   

  	
  North Park

  	
   

  	
  Dallas

  	
   

  	
  TX

  	
   

  	
  1/31/15

  
	
  5030

  	
   

  	
  Retail

  	
   

  	
  Del Amo

  	
   

  	
  Torrance

  	
   

  	
  CA

  	
   

  	
  1/31/10

  
	
  5032

  	
   

  	
  Retail

  	
   

  	
  Brea Mall

  	
   

  	
  Brea

  	
   

  	
  CA

  	
   

  	
  1/31/08

  
	
  5033

  	
   

  	
  Retail

  	
   

  	
  Tyler Mall

  	
   

  	
  Riverside

  	
   

  	
  CA

  	
   

  	
  1/31/16

  
	
  5035

  	
   

  	
  Retail

  	
   

  	
  Bellevue Square

  	
   

  	
  Bellevue

  	
   

  	
  WA

  	
   

  	
  3/31/09

  
	
  5036

  	
   

  	
  Retail

  	
   

  	
  Oakbrook Mall

  	
   

  	
  Oakbrook

  	
   

  	
  IL

  	
   

  	
  7/31/12

  
	
  5038

  	
   

  	
  Retail

  	
   

  	
  Montgomery Mall

  	
   

  	
  Bethesda

  	
   

  	
  MD

  	
   

  	
  6/30/14

  
	
  5039

  	
   

  	
  Retail

  	
   

  	
  Rodeo Drive

  	
   

  	
  Beverly Hills

  	
   

  	
  CA

  	
   

  	
  12/31/15

  
	
  5040

  	
   

  	
  Retail

  	
   

  	
  Cherry Creek

  	
   

  	
  Denver

  	
   

  	
  CO

  	
   

  	
  1/31/12

  
	
  5041

  	
   

  	
  Retail

  	
   

  	
  North Star

  	
   

  	
  San Antonio

  	
   

  	
  TX

  	
   

  	
  5/31/14

  



 


3
















 


	
  Store

  	
   

  	
  Div

  	
   

  	
  Store Name

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Exp Date

  
	
  5042

  	
   

  	
  Retail

  	
   

  	
  South Coast Plaza

  	
   

  	
  Costa Mesa

  	
   

  	
  CA

  	
   

  	
  1/31/14

  
	
  5043

  	
   

  	
  Retail

  	
   

  	
  Tysons Corner

  	
   

  	
  McLean

  	
   

  	
  VA

  	
   

  	
  1/31/16

  
	
  5044

  	
   

  	
  Retail

  	
   

  	
  Mall of America

  	
   

  	
  Minneapolis

  	
   

  	
  MN

  	
   

  	
  5/31/15

  
	
  5045

  	
   

  	
  Retail

  	
   

  	
  Caesar’s Forum

  	
   

  	
  Las Vegas

  	
   

  	
  NV

  	
   

  	
  1/31/16

  
	
  5046

  	
   

  	
  Retail

  	
   

  	
  Downtown Plaza

  	
   

  	
  Sacramento

  	
   

  	
  CA

  	
   

  	
  1/31/07

  
	
  5049

  	
   

  	
  Retail

  	
   

  	
  South Park

  	
   

  	
  Charlotte

  	
   

  	
  NC

  	
   

  	
  1/31/15

  
	
  5050

  	
   

  	
  Retail

  	
   

  	
  Fairlane Mall

  	
   

  	
  Dearborn

  	
   

  	
  MI

  	
   

  	
  1/31/10

  
	
  5052

  	
   

  	
  Retail

  	
   

  	
  Florida Mall

  	
   

  	
  Orlando

  	
   

  	
  FL

  	
   

  	
  4/30/07

  
	
  5055

  	
   

  	
  Retail

  	
   

  	
  Valley Fair

  	
   

  	
  Santa Clara

  	
   

  	
  CA

  	
   

  	
  1/31/13

  
	
  5057

  	
   

  	
  Retail

  	
   

  	
  Stamford

  	
   

  	
  Stamford

  	
   

  	
  CT

  	
   

  	
  4/30/07

  
	
  5058

  	
   

  	
  Retail

  	
   

  	
  Lenox Square

  	
   

  	
  Atlanta

  	
   

  	
  GA

  	
   

  	
  1/31/14

  
	
  5060

  	
   

  	
  Retail

  	
   

  	
  Cambridgeside

  	
   

  	
  Cambridge

  	
   

  	
  MA

  	
   

  	
  1/31/15

  
	
  5062

  	
   

  	
  Retail

  	
   

  	
  Newbury Street

  	
   

  	
  Boston

  	
   

  	
  MA

  	
   

  	
  9/30/15

  
	
  5066

  	
   

  	
  Retail

  	
   

  	
  Regency Square

  	
   

  	
  Richmond

  	
   

  	
  VA

  	
   

  	
  4/30/07

  
	
  5068

  	
   

  	
  Retail

  	
   

  	
  Brandon Town Center

  	
   

  	
  Brandon

  	
   

  	
  FL

  	
   

  	
  2/28/07

  
	
  5069

  	
   

  	
  Retail

  	
   

  	
  The Westchester

  	
   

  	
  White Plains

  	
   

  	
  NY

  	
   

  	
  3/31/07

  
	
  5070

  	
   

  	
  Retail

  	
   

  	
  Los Cerritos

  	
   

  	
  Cerritos

  	
   

  	
  CA

  	
   

  	
  1/31/16

  
	
  5071

  	
   

  	
  Retail

  	
   

  	
  Nanuet Mall

  	
   

  	
  Nanuet

  	
   

  	
  NY

  	
   

  	
  4/30/07

  
	
  5072

  	
   

  	
  Retail

  	
   

  	
  Perimeter

  	
   

  	
  Atlanta

  	
   

  	
  GA

  	
   

  	
  12/31/15

  
	
  5073

  	
   

  	
  Retail

  	
   

  	
  Walden Galleria

  	
   

  	
  Buffalo

  	
   

  	
  NY

  	
   

  	
  5/17/06

  
	
  5074

  	
   

  	
  Retail

  	
   

  	
  Walt Whitman

  	
   

  	
  Huntington Station

  	
   

  	
  NY

  	
   

  	
  4/30/07

  
	
  5075

  	
   

  	
  Retail

  	
   

  	
  Mall St. Matthews

  	
   

  	
  Louisville

  	
   

  	
  KY

  	
   

  	
  4/30/07

  
	
  5076

  	
   

  	
  Retail

  	
   

  	
  Roosevelt Field

  	
   

  	
  Garden City

  	
   

  	
  NY

  	
   

  	
  1/31/14

  
	
  5077

  	
   

  	
  Retail

  	
   

  	
  Crabtree Valley Mall

  	
   

  	
  Raleigh

  	
   

  	
  NC

  	
   

  	
  5/31/15

  
	
  5078

  	
   

  	
  Retail

  	
   

  	
  Ala Moana Center

  	
   

  	
  Honolulu

  	
   

  	
  HI

  	
   

  	
  1/31/15

  
	
  5079

  	
   

  	
  Retail

  	
   

  	
  Woodfield Mall

  	
   

  	
  Schaumburg

  	
   

  	
  IL

  	
   

  	
  1/31/15

  
	
  5081

  	
   

  	
  Retail

  	
   

  	
  Garden State Plaza

  	
   

  	
  Paramus

  	
   

  	
  NJ

  	
   

  	
  1/31/07

  
	
  5082

  	
   

  	
  Retail

  	
   

  	
  Short Hills

  	
   

  	
  Short Hills

  	
   

  	
  NJ

  	
   

  	
  1/31/15

  
	
  5083

  	
   

  	
  Retail

  	
   

  	
  King of Prussia

  	
   

  	
  King of Prussia

  	
   

  	
  PA

  	
   

  	
  11/1/07

  
	
  5084

  	
   

  	
  Retail

  	
   

  	
  Aventura

  	
   

  	
  Aventura

  	
   

  	
  FL

  	
   

  	
  7/31/13

  
	
  5087

  	
   

  	
  Retail

  	
   

  	
  Somerset North

  	
   

  	
  Troy

  	
   

  	
  MI

  	
   

  	
  1/31/15

  
	
  5088

  	
   

  	
  Retail

  	
   

  	
  Dadeland Mall

  	
   

  	
  Miami

  	
   

  	
  FL

  	
   

  	
  10/31/14

  
	
  5089

  	
   

  	
  Retail

  	
   

  	
  Southcenter Shopping
  Center

  	
   

  	
  Seattle

  	
   

  	
  WA

  	
   

  	
  1/31/07

  
	
  5090

  	
   

  	
  Retail

  	
   

  	
  Eastview Mall

  	
   

  	
  Victor

  	
   

  	
  NY

  	
   

  	
  4/30/07

  
	
  5091

  	
   

  	
  Retail

  	
   

  	
  Staten Island Mall

  	
   

  	
  New York

  	
   

  	
  NY

  	
   

  	
  12/31/14

  
	
  5092

  	
   

  	
  Retail

  	
   

  	
  Third Street Promenade

  	
   

  	
  Santa Monica

  	
   

  	
  CA

  	
   

  	
  1/31/10

  
	
  5093

  	
   

  	
  Retail

  	
   

  	
  Pioneer Place

  	
   

  	
  Portland

  	
   

  	
  OR

  	
   

  	
  8/31/07

  
	
  5095

  	
   

  	
  Retail

  	
   

  	
  Bayside Market Place

  	
   

  	
  Miami

  	
   

  	
  FL

  	
   

  	
  9/30/07

  
	
  5096

  	
   

  	
  Retail

  	
   

  	
  Smith Haven

  	
   

  	
  Lake Grove

  	
   

  	
  NY

  	
   

  	
  1/31/08

  
	
  5097

  	
   

  	
  Retail

  	
   

  	
  Willowbrook

  	
   

  	
  Willowbrook

  	
   

  	
  NJ

  	
   

  	
  12/31/14

  
	
  5501

  	
   

  	
  Retail

  	
   

  	
  Towne Center @ Boca
  Raton

  	
   

  	
  Boca Raton

  	
   

  	
  FL

  	
   

  	
  9/30/07

  
	
  5502

  	
   

  	
  Retail

  	
   

  	
  Old Orchard

  	
   

  	
  Skokie

  	
   

  	
  IL

  	
   

  	
  10/31/07

  
	
  5503

  	
   

  	
  Retail

  	
   

  	
  Beachwood Place

  	
   

  	
  Beachwood

  	
   

  	
  OH

  	
   

  	
  12/31/15

  
	
  5504

  	
   

  	
  Retail

  	
   

  	
  Park Meadows

  	
   

  	
  Littleton

  	
   

  	
  CO

  	
   

  	
  1/31/08

  
	
  5505

  	
   

  	
  Retail

  	
   

  	
  South Beach

  	
   

  	
  Miami Beach

  	
   

  	
  FL

  	
   

  	
  7/31/08

  



 


4

















 


	
  Store

  	
   

  	
  Div

  	
   

  	
  Store Name

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Exp Date

  
	
  5507

  	
   

  	
  Retail

  	
   

  	
  La Plaza Mall

  	
   

  	
  McAllen

  	
   

  	
  TX

  	
   

  	
  1/31/11

  
	
  5509

  	
   

  	
  Retail

  	
   

  	
  Providence Place

  	
   

  	
  Providence

  	
   

  	
  RI

  	
   

  	
  8/19/09

  
	
  5511

  	
   

  	
  Retail

  	
   

  	
  Oak Park Mall

  	
   

  	
  Overland Park

  	
   

  	
  KS

  	
   

  	
  12/31/09

  
	
  5512

  	
   

  	
  Retail

  	
   

  	
  Plaza Las Americas

  	
   

  	
  Hato Rey

  	
   

  	
  PR

  	
   

  	
  6/30/11

  
	
  5514

  	
   

  	
  Retail

  	
   

  	
  Mall of Georgia

  	
   

  	
  Buford

  	
   

  	
  GA

  	
   

  	
  1/31/10

  
	
  5515

  	
   

  	
  Retail

  	
   

  	
  Stonestown Galleria

  	
   

  	
  San Francisco

  	
   

  	
  CA

  	
   

  	
  1/31/10

  
	
  5517

  	
   

  	
  Retail

  	
   

  	
  Cielo Vista Mall

  	
   

  	
  El Paso

  	
   

  	
  TX

  	
   

  	
  1/31/10

  
	
  5518

  	
   

  	
  Retail

  	
   

  	
  Kings Plaza

  	
   

  	
  Brooklyn

  	
   

  	
  NY

  	
   

  	
  1/31/11

  
	
  5519

  	
   

  	
  Retail

  	
   

  	
  Dallas Galleria

  	
   

  	
  Dallas

  	
   

  	
  TX

  	
   

  	
  11/30/09

  
	
  5520

  	
   

  	
  Retail

  	
   

  	
  Hanes Mall

  	
   

  	
  Winston Salem

  	
   

  	
  NC

  	
   

  	
  1/31/10

  
	
  5521

  	
   

  	
  Retail

  	
   

  	
  Eastland Center

  	
   

  	
  Harper Woods

  	
   

  	
  MI

  	
   

  	
  1/31/10

  
	
  5522

  	
   

  	
  Retail

  	
   

  	
  Fayette Mall

  	
   

  	
  Lexington

  	
   

  	
  KY

  	
   

  	
  1/31/10

  
	
  5523

  	
   

  	
  Retail

  	
   

  	
  Park Place Mall

  	
   

  	
  Tucson

  	
   

  	
  AZ

  	
   

  	
  1/31/11

  
	
  5525

  	
   

  	
  Retail

  	
   

  	
  Michigan Avenue

  	
   

  	
  Chicago

  	
   

  	
  IL

  	
   

  	
  3/31/16

  
	
  5527

  	
   

  	
  Retail

  	
   

  	
  Waikiki Shopping Plaza

  	
   

  	
  Honolulu

  	
   

  	
  HI

  	
   

  	
  1/31/11

  
	
  5528

  	
   

  	
  Retail

  	
   

  	
  San Francisco Center

  	
   

  	
  San Francisco

  	
   

  	
  CA

  	
   

  	
  3/31/10

  
	
  5529

  	
   

  	
  Retail

  	
   

  	
  Galleria at Roseville

  	
   

  	
  Roseville

  	
   

  	
  CA

  	
   

  	
  1/31/11

  
	
  5530

  	
   

  	
  Retail

  	
   

  	
  North East Mall

  	
   

  	
  Hurst

  	
   

  	
  TX

  	
   

  	
  1/31/11

  
	
  5531

  	
   

  	
  Retail

  	
   

  	
  Hillsdale Shop Center

  	
   

  	
  San Mateo

  	
   

  	
  CA

  	
   

  	
  4/30/10

  
	
  5532

  	
   

  	
  Retail

  	
   

  	
  Grant Avenue

  	
   

  	
  San Francisco

  	
   

  	
  CA

  	
   

  	
  8/31/10

  
	
  5534

  	
   

  	
  Retail

  	
   

  	
  Gallery at Market East

  	
   

  	
  Philadelphia

  	
   

  	
  PA

  	
   

  	
  12/31/07

  
	
  5535

  	
   

  	
  Retail

  	
   

  	
  Flatiron Crossing

  	
   

  	
  Broomfield

  	
   

  	
  CO

  	
   

  	
  12/31/10

  
	
  5537

  	
   

  	
  Retail

  	
   

  	
  Westland Mall

  	
   

  	
  Hialeah

  	
   

  	
  FL

  	
   

  	
  9/30/10

  
	
  5540

  	
   

  	
  Retail

  	
   

  	
  Moorestown Mall

  	
   

  	
  Moorestown

  	
   

  	
  NJ

  	
   

  	
  12/31/07

  
	
  5542

  	
   

  	
  Retail

  	
   

  	
  Freehold Raceway Mall

  	
   

  	
  Freehold

  	
   

  	
  NJ

  	
   

  	
  4/30/11

  
	
  5546

  	
   

  	
  Retail

  	
   

  	
  Menlo Park

  	
   

  	
  Edison

  	
   

  	
  NJ

  	
   

  	
  1/31/13

  
	
  5547

  	
   

  	
  Retail

  	
   

  	
  West Town Mall

  	
   

  	
  Knoxville

  	
   

  	
  TN

  	
   

  	
  1/31/11

  
	
  5548

  	
   

  	
  Retail

  	
   

  	
  International Plaza

  	
   

  	
  Tampa

  	
   

  	
  FL

  	
   

  	
  9/30/11

  
	
  5549

  	
   

  	
  Retail

  	
   

  	
  Mall @ Wellington Green

  	
   

  	
  Wellington

  	
   

  	
  FL

  	
   

  	
  10/30/11

  
	
  5551

  	
   

  	
  Retail

  	
   

  	
  The Shops @ Wailea

  	
   

  	
  Maui

  	
   

  	
  HI

  	
   

  	
  1/31/11

  
	
  5559

  	
   

  	
  Retail

  	
   

  	
  Willow Grove

  	
   

  	
  Willow Grove

  	
   

  	
  PA

  	
   

  	
  1/31/13

  
	
  5560

  	
   

  	
  Retail

  	
   

  	
  Promenade at Sagemore

  	
   

  	
  Marlton

  	
   

  	
  NJ

  	
   

  	
  12/31/12

  
	
  5561

  	
   

  	
  Retail

  	
   

  	
  Queens Center

  	
   

  	
  Elmhurst

  	
   

  	
  NY

  	
   

  	
  1/31/15

  
	
  5563

  	
   

  	
  Subleased

  	
   

  	
  512 Broadway

  	
   

  	
  New York

  	
   

  	
  NY

  	
   

  	
  10/31/10

  
	
  5567

  	
   

  	
  Retail

  	
   

  	
  Crossgates Mall

  	
   

  	
  Albany

  	
   

  	
  NY

  	
   

  	
  1/31/14

  
	
  5570

  	
   

  	
  Retail

  	
   

  	
  Westport

  	
   

  	
  Westport

  	
   

  	
  CT

  	
   

  	
  7/31/10

  
	
  5571

  	
   

  	
  Retail

  	
   

  	
  Mall in Columbia

  	
   

  	
  Columbia

  	
   

  	
  MD

  	
   

  	
  1/31/11

  
	
  5572

  	
   

  	
  Retail

  	
   

  	
  Old Town Pasadena

  	
   

  	
  Pasadena

  	
   

  	
  CA

  	
   

  	
  9/23/11

  
	
  5573

  	
   

  	
  Retail

  	
   

  	
  Easton Town Center

  	
   

  	
  Columbus

  	
   

  	
  OH

  	
   

  	
  1/31/13

  
	
  5575

  	
   

  	
  Retail

  	
   

  	
  Bridgewater Commons

  	
   

  	
  Bridgewater

  	
   

  	
  NJ

  	
   

  	
  4/30/10

  
	
  5576

  	
   

  	
  Retail

  	
   

  	
  Mall at Millenia

  	
   

  	
  Orlando

  	
   

  	
  FL

  	
   

  	
  10/31/12

  
	
  5577

  	
   

  	
  Retail

  	
   

  	
  Crossroads

  	
   

  	
  Portage

  	
   

  	
  MI

  	
   

  	
  1/31/15

  
	
  5579

  	
   

  	
  Retail

  	
   

  	
  Southdale Center

  	
   

  	
  Edina

  	
   

  	
  MN

  	
   

  	
  1/31/13

  
	
  5580

  	
   

  	
  Retail

  	
   

  	
  Memorial City

  	
   

  	
  Houston

  	
   

  	
  TX

  	
   

  	
  1/31/13

  
	
  5581

  	
   

  	
  Retail

  	
   

  	
  Country Club Plaza

  	
   

  	
  Kansas City

  	
   

  	
  MO

  	
   

  	
  12/31/12

  



 


5

















 


	
  Store

  	
   

  	
  Div

  	
   

  	
  Store Name

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Exp Date

  
	
  5582

  	
   

  	
  Retail

  	
   

  	
  Monroeville

  	
   

  	
  Monroeville

  	
   

  	
  PA

  	
   

  	
  1/31/13

  
	
  5583

  	
   

  	
  Retail

  	
   

  	
  Summit at Louisville

  	
   

  	
  Louisville

  	
   

  	
  KY

  	
   

  	
  1/31/13

  
	
  5584

  	
   

  	
  Retail

  	
   

  	
  Wolfchase Galleria

  	
   

  	
  Memphis

  	
   

  	
  TN

  	
   

  	
  7/31/12

  
	
  5585

  	
   

  	
  Retail

  	
   

  	
  Kenwood Towne Center

  	
   

  	
  Cincinnati

  	
   

  	
  OH

  	
   

  	
  8/31/12

  
	
  5586

  	
   

  	
  Retail

  	
   

  	
  Lakeside

  	
   

  	
  Sterling Heights

  	
   

  	
  MI

  	
   

  	
  8/31/12

  
	
  5587

  	
   

  	
  Retail

  	
   

  	
  Chandler Fashion Center

  	
   

  	
  Chandler

  	
   

  	
  AZ

  	
   

  	
  12/31/12

  
	
  5588

  	
   

  	
  Retail

  	
   

  	
  Eastwood Town Center

  	
   

  	
  Lansing

  	
   

  	
  MI

  	
   

  	
  1/31/13

  
	
  5590

  	
   

  	
  Retail

  	
   

  	
  Fashion Show

  	
   

  	
  Las Vegas

  	
   

  	
  NV

  	
   

  	
  1/31/13

  
	
  5591

  	
   

  	
  Retail

  	
   

  	
  West County

  	
   

  	
  Dos Peres

  	
   

  	
  MO

  	
   

  	
  6/30/12

  
	
  5592

  	
   

  	
  Retail

  	
   

  	
  Franklin Park Mall

  	
   

  	
  Toledo

  	
   

  	
  OH

  	
   

  	
  1/31/14

  
	
  5594

  	
   

  	
  Retail

  	
   

  	
  Belmar

  	
   

  	
  Lakewood

  	
   

  	
  CO

  	
   

  	
  1/31/15

  
	
  5595

  	
   

  	
  Retail

  	
   

  	
  Kierland Commons

  	
   

  	
  Scottsdale

  	
   

  	
  AZ

  	
   

  	
  1/31/13

  
	
  5597

  	
   

  	
  Retail

  	
   

  	
  Pembroke Lakes

  	
   

  	
  Pembroke Pines

  	
   

  	
  FL

  	
   

  	
  1/31/14

  
	
  5598

  	
   

  	
  Retail

  	
   

  	
  City Place

  	
   

  	
  Edgewater

  	
   

  	
  NJ

  	
   

  	
  1/31/14

  
	
  5599

  	
   

  	
  Retail

  	
   

  	
  Short Pump Town Center

  	
   

  	
  Richmond

  	
   

  	
  VA

  	
   

  	
  1/31/14

  
	
  5600

  	
   

  	
  Retail

  	
   

  	
  Lakeside Shopping
  Center

  	
   

  	
  Metairie

  	
   

  	
  LA

  	
   

  	
  7/31/14

  
	
  5601

  	
   

  	
  Retail

  	
   

  	
  Haywood Mall

  	
   

  	
  Greenville

  	
   

  	
  SC

  	
   

  	
  1/31/14

  
	
  5602

  	
   

  	
  Retail

  	
   

  	
  Holyoke

  	
   

  	
  Holyoke

  	
   

  	
  MA

  	
   

  	
  1/31/14

  
	
  5603

  	
   

  	
  Retail

  	
   

  	
  Miami International

  	
   

  	
  Miami

  	
   

  	
  FL

  	
   

  	
  1/31/14

  
	
  5604

  	
   

  	
  Retail

  	
   

  	
  Orland Square

  	
   

  	
  Orland Park

  	
   

  	
  IL

  	
   

  	
  1/31/14

  
	
  5605

  	
   

  	
  Retail

  	
   

  	
  Valencia Town Center

  	
   

  	
  Valencia

  	
   

  	
  CA

  	
   

  	
  10/31/13

  
	
  5606

  	
   

  	
  Retail

  	
   

  	
  Atlantic Station

  	
   

  	
  Atlanta

  	
   

  	
  GA

  	
   

  	
  1/31/16

  
	
  5607

  	
   

  	
  Retail

  	
   

  	
  Pentagon City

  	
   

  	
  Arlington

  	
   

  	
  VA

  	
   

  	
  1/31/15

  
	
  5609

  	
   

  	
  Retail

  	
   

  	
  Northlake Village

  	
   

  	
  Charlotte

  	
   

  	
  NC

  	
   

  	
  1/31/16

  
	
  5610

  	
   

  	
  Retail

  	
   

  	
  The Pier @ Caesars

  	
   

  	
  Atlantic City

  	
   

  	
  NJ

  	
   

  	
  12/31/15

  
	
  5611

  	
   

  	
  Retail

  	
   

  	
  Victoria Gardens

  	
   

  	
  Rancho Cucamonga

  	
   

  	
  CA

  	
   

  	
  1/31/15

  
	
  5612

  	
   

  	
  Retail

  	
   

  	
  Rockaway Townsquare

  	
   

  	
  Rockaway

  	
   

  	
  CA

  	
   

  	
  1/31/15

  
	
  5613

  	
   

  	
  Retail

  	
   

  	
  La Cantera

  	
   

  	
  San Antonio

  	
   

  	
  TX

  	
   

  	
  1/31/16

  
	
  5614

  	
   

  	
  Retail

  	
   

  	
  Mall Del Norte

  	
   

  	
  Laredo

  	
   

  	
  TX

  	
   

  	
  1/31/15

  
	
  5615

  	
   

  	
  Retail

  	
   

  	
  Summit Sierra

  	
   

  	
  Reno

  	
   

  	
  NV

  	
   

  	
  1/31/17

  
	
  5616

  	
   

  	
  Retail

  	
   

  	
  Wheaton Plaza

  	
   

  	
  Wheaton

  	
   

  	
  MD

  	
   

  	
  1/31/16

  
	
  5617

  	
   

  	
  Retail

  	
   

  	
  Willowbrook Mall

  	
   

  	
  Houston

  	
   

  	
  TX

  	
   

  	
  10/31/15

  
	
  5618

  	
   

  	
  Retail

  	
   

  	
  Galleria at Pittsburgh

  	
   

  	
  Tarentum

  	
   

  	
  PA

  	
   

  	
  1/31/16

  
	
  5622

  	
   

  	
  Retail

  	
   

  	
  South Bay Galleria

  	
   

  	
  Redondo Beach

  	
   

  	
  CA

  	
   

  	
  1/31/17

  
	
  5625

  	
   

  	
  Retail

  	
   

  	
  Santa Anita

  	
   

  	
  Arcadia

  	
   

  	
  CA

  	
   

  	
  1/31/17

  
	
  5946

  	
   

  	
  Retail Canada

  	
   

  	
  Orchard Park

  	
   

  	
  Burnaby

  	
   

  	
  B.C.

  	
   

  	
  11/30/15

  
	
  5947

  	
   

  	
  Retail Canada

  	
   

  	
  Georgian Mall

  	
   

  	
  Barrie

  	
   

  	
  Ontario

  	
   

  	
  8/31/16

  
	
  5948

  	
   

  	
  Retail Canada

  	
   

  	
  Market Mall

  	
   

  	
  Calgary

  	
   

  	
  Alberta

  	
   

  	
  8/31/14

  
	
  5949

  	
   

  	
  Retail Canada

  	
   

  	
  Devonshire

  	
   

  	
  Windsor

  	
   

  	
  Ontario

  	
   

  	
  4/30/13

  
	
  5950

  	
   

  	
  Retail Canada

  	
   

  	
  Place Rosemere

  	
   

  	
  Rosemere

  	
   

  	
  Quebec

  	
   

  	
  4/30/13

  
	
  5951

  	
   

  	
  Retail Canada

  	
   

  	
  Complexe Les Ailes

  	
   

  	
  Montreal

  	
   

  	
  Quebec

  	
   

  	
  7/31/12

  
	
  5952

  	
   

  	
  Retail Canada

  	
   

  	
  Coquitlam

  	
   

  	
  Coquitlam

  	
   

  	
  B.C.

  	
   

  	
  8/31/11

  
	
  5953

  	
   

  	
  Retail Canada

  	
   

  	
  Richmond

  	
   

  	
  Richmond

  	
   

  	
  B.C.

  	
   

  	
  3/31/11

  
	
  5954

  	
   

  	
  Retail Canada

  	
   

  	
  Oshawa

  	
   

  	
  Oshawa

  	
   

  	
  Ontario

  	
   

  	
  4/30/11

  
	
  5955

  	
   

  	
  Retail Canada

  	
   

  	
  Limeridge

  	
   

  	
  Hamilton

  	
   

  	
  Ontario

  	
   

  	
  6/30/11

  



 


6

















 


	
  Store

  	
   

  	
  Div

  	
   

  	
  Store Name

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Exp Date

  
	
  5956

  	
   

  	
  Retail Canada

  	
   

  	
  Rideau Ctr.

  	
   

  	
  Ottawa

  	
   

  	
  Ontario

  	
   

  	
  9/30/14

  
	
  5957

  	
   

  	
  Retail Canada

  	
   

  	
  Hillcrest

  	
   

  	
  Richmond Hill

  	
   

  	
  Ontario

  	
   

  	
  11/30/10

  
	
  5958

  	
   

  	
  Retail Canada

  	
   

  	
  Ste. Foy

  	
   

  	
  Ste. Foy

  	
   

  	
  Quebec

  	
   

  	
  3/31/11

  
	
  5959

  	
   

  	
  Retail Canada

  	
   

  	
  Scarborough

  	
   

  	
  Scarborough

  	
   

  	
  Ontario

  	
   

  	
  9/30/10

  
	
  5960

  	
   

  	
  Retail Canada

  	
   

  	
  Yonge Street

  	
   

  	
  Toronto

  	
   

  	
  Ontario

  	
   

  	
  7/31/09

  
	
  5961

  	
   

  	
  Retail Canada

  	
   

  	
  Victoria Eaton

  	
   

  	
  Victoria

  	
   

  	
  B.C.

  	
   

  	
  8/31/10

  
	
  5962

  	
   

  	
  Retail Canada

  	
   

  	
  Pacific Center

  	
   

  	
  Vancouver

  	
   

  	
  B.C.

  	
   

  	
  8/31/10

  
	
  5963

  	
   

  	
  Retail Canada

  	
   

  	
  Metrotown

  	
   

  	
  Burnaby

  	
   

  	
  B.C.

  	
   

  	
  8/31/10

  
	
  5964

  	
   

  	
  Retail Canada

  	
   

  	
  Laval

  	
   

  	
  Laval

  	
   

  	
  Quebec

  	
   

  	
  7/31/09

  
	
  5965

  	
   

  	
  Retail Canada

  	
   

  	
  Bloor Street

  	
   

  	
  Toronto

  	
   

  	
  Ontario

  	
   

  	
  4/30/15

  
	
  5966

  	
   

  	
  Retail Canada

  	
   

  	
  Upper Canada

  	
   

  	
  Newmarket

  	
   

  	
  Ontario

  	
   

  	
  3/31/08

  
	
  5967

  	
   

  	
  Retail Canada

  	
   

  	
  Markville

  	
   

  	
  Markham

  	
   

  	
  Ontario

  	
   

  	
  4/30/10

  
	
  5968

  	
   

  	
  Retail Canada

  	
   

  	
  Park Royal

  	
   

  	
  West Vancouver

  	
   

  	
  B.C.

  	
   

  	
  4/14/10

  
	
  5969

  	
   

  	
  Retail Canada

  	
   

  	
  Erin Mills

  	
   

  	
  Mississauga

  	
   

  	
  Ontario

  	
   

  	
  4/30/10

  
	
  5970

  	
   

  	
  Retail Canada

  	
   

  	
  Rockland

  	
   

  	
  T.M.R.

  	
   

  	
  Quebec

  	
   

  	
  3/31/10

  
	
  5971

  	
   

  	
  Retail Canada

  	
   

  	
  Masonville

  	
   

  	
  London

  	
   

  	
  Ontario

  	
   

  	
  4/30/10

  
	
  5972

  	
   

  	
  Retail Canada

  	
   

  	
  Bayview

  	
   

  	
  Toronto

  	
   

  	
  Ontario

  	
   

  	
  12/31/09

  
	
  5973

  	
   

  	
  Retail Canada

  	
   

  	
  Fairview

  	
   

  	
  Pointe Claire

  	
   

  	
  Quebec

  	
   

  	
  11/30/09

  
	
  5974

  	
   

  	
  Retail Canada

  	
   

  	
  Sherway Gardens

  	
   

  	
  Etobicoke

  	
   

  	
  Ontario

  	
   

  	
  11/30/09

  
	
  5975

  	
   

  	
  Retail Canada

  	
   

  	
  Yorkdale

  	
   

  	
  Toronto

  	
   

  	
  Ontario

  	
   

  	
  4/13/15

  
	
  5976

  	
   

  	
  Retail Canada

  	
   

  	
  Queen Street

  	
   

  	
  Toronto

  	
   

  	
  Ontario

  	
   

  	
  1/31/09

  
	
  5977

  	
   

  	
  Retail Canada

  	
   

  	
  Ste. Catherines St.

  	
   

  	
  Montreal

  	
   

  	
  Quebec

  	
   

  	
  7/31/09

  
	
  5978

  	
   

  	
  Retail Canada

  	
   

  	
  Polo Park

  	
   

  	
  Winnipeg

  	
   

  	
  Manitoba

  	
   

  	
  6/30/14

  
	
  5979

  	
   

  	
  Retail Canada

  	
   

  	
  Whistler

  	
   

  	
  Whistler

  	
   

  	
  B.C.

  	
   

  	
  5/14/10

  
	
  5980

  	
   

  	
  Retail Canada

  	
   

  	
  Square One

  	
   

  	
  Mississauga

  	
   

  	
  Ontario

  	
   

  	
  7/31/15

  
	
  5982

  	
   

  	
  Retail Canada

  	
   

  	
  Robson

  	
   

  	
  Vancouver

  	
   

  	
  B.C.

  	
   

  	
  8/31/10

  
	
  5983

  	
   

  	
  Retail Canada

  	
   

  	
  Edmonton

  	
   

  	
  Edmonton

  	
   

  	
  Alberta

  	
   

  	
  1/31/11

  
	
  5984

  	
   

  	
  Retail Canada

  	
   

  	
  Calgary

  	
   

  	
  Calgary

  	
   

  	
  Alberta

  	
   

  	
  12/31/06

  
	
  5985

  	
   

  	
  Retail Canada

  	
   

  	
  Stone Road Mall

  	
   

  	
  Guelph

  	
   

  	
  Ontario

  	
   

  	
  2/28/15

  
	
  5986

  	
   

  	
  Retail Canada

  	
   

  	
  Mapleview Shopping
  Centre

  	
   

  	
  Burlington

  	
   

  	
  Ontario

  	
   

  	
  3/31/16

  
	
  5987

  	
   

  	
  Retail Canada

  	
   

  	
  Fairview

  	
   

  	
  Willowdale

  	
   

  	
  Ontario

  	
   

  	
  8/31/16

  
	
  5988

  	
   

  	
  Retail Canada

  	
   

  	
  Promenade

  	
   

  	
  Thornhill

  	
   

  	
  Ontario

  	
   

  	
  3/31/16

  
	
  5989

  	
   

  	
  Retail Canada

  	
   

  	
  Oakville Place

  	
   

  	
  Oakville

  	
   

  	
  Ontario

  	
   

  	
  6/30/15

  
	
  2901

  	
   

  	
  Marciano Canada

  	
   

  	
  Toronto Eaton

  	
   

  	
  Toronto

  	
   

  	
  Ontario

  	
   

  	
  9/30/14

  
	
  2902

  	
   

  	
  Marciano Canada

  	
   

  	
  77 Bloor Street

  	
   

  	
  Toronto

  	
   

  	
  Ontario

  	
   

  	
  4/30/15

  
	
  2903

  	
   

  	
  Marciano Canada

  	
   

  	
  Yorkdale

  	
   

  	
  Toronto

  	
   

  	
  Ontario

  	
   

  	
  4/12/15

  
	
  2904

  	
   

  	
  Marciano Canada

  	
   

  	
  Metropolis @ Metrotown

  	
   

  	
  Burnaby

  	
   

  	
  B.C.

  	
   

  	
  5/31/10

  
	
  2905

  	
   

  	
  Marciano Canada

  	
   

  	
  Ste Catherines St. West

  	
   

  	
  Montreal

  	
   

  	
  Quebec

  	
   

  	
  10/31/15

  
	
  2906

  	
   

  	
  Marciano Canada

  	
   

  	
  Square One

  	
   

  	
  Missisauga

  	
   

  	
  Ontario

  	
   

  	
  3/31/16

  
	
  2907

  	
   

  	
  Marciano Canada

  	
   

  	
  Sherway Gardens

  	
   

  	
  Etobicoke

  	
   

  	
  Ontario

  	
   

  	
  4/30/16

  
	
  2001

  	
   

  	
  Marciano

  	
   

  	
  The Grove

  	
   

  	
  Los Angeles

  	
   

  	
  CA

  	
   

  	
  9/30/14

  
	
  2003

  	
   

  	
  Marciano

  	
   

  	
  La Plaza

  	
   

  	
  Mc Allen

  	
   

  	
  TX

  	
   

  	
  1/31/14

  
	
  2004

  	
   

  	
  Marciano

  	
   

  	
  Garden State

  	
   

  	
  Paramus

  	
   

  	
  NJ

  	
   

  	
  1/31/16

  
	
  2005

  	
   

  	
  Marciano

  	
   

  	
  Gallaria Dallas

  	
   

  	
  Dallas

  	
   

  	
  TX

  	
   

  	
  1/31/15

  
	
  2007

  	
   

  	
  Marciano

  	
   

  	
  Dadeland Mall

  	
   

  	
  Miami

  	
   

  	
  FL

  	
   

  	
  1/31/16

  



 


7

















 


	
  Store

  	
   

  	
  Div

  	
   

  	
  Store Name

  	
   

  	
  City

  	
   

  	
  ST

  	
   

  	
  Exp Date

  
	
  2008

  	
   

  	
  Marciano

  	
   

  	
  Tyson’s Galleria

  	
   

  	
  McLean

  	
   

  	
  VA

  	
   

  	
  1/31/16

  
	
  2009

  	
   

  	
  Marciano

  	
   

  	
  Aventura Mall

  	
   

  	
  Aventura

  	
   

  	
  FL

  	
   

  	
  2/28/15

  
	
  2010

  	
   

  	
  Marciano

  	
   

  	
  Fashion Show Las Vegas

  	
   

  	
  Las Vegas

  	
   

  	
  NV

  	
   

  	
  1/31/16

  
	
  2014

  	
   

  	
  Marciano

  	
   

  	
  Caesar’s Forum

  	
   

  	
  Las Vegas

  	
   

  	
  NV

  	
   

  	
  4/30/08

  
	
  2301

  	
   

  	
  Marciano

  	
   

  	
  Cabazon Outlets

  	
   

  	
  Cabazon

  	
   

  	
  Ca

  	
   

  	
  3/31/11

  
	
  2310

  	
   

  	
  Marciano

  	
   

  	
  Citadel Outlets

  	
   

  	
  Los Angeles

  	
   

  	
  CA

  	
   

  	
  3/31/06

  
	
  8901

  	
   

  	
  Retail Acc
  Canada

  	
   

  	
  Montreal Eaton Center

  	
   

  	
  Montreal

  	
   

  	
  Quebec

  	
   

  	
  2/28/16

  
	
  8902

  	
   

  	
  Retail Acc
  Canada

  	
   

  	
  Lime Ridge Mall

  	
   

  	
  Hamilton

  	
   

  	
  Ontario

  	
   

  	
  5/31/16

  
	
  8903

  	
   

  	
  Retail Acc
  Canada

  	
   

  	
  Robson Street

  	
   

  	
  Vancouver

  	
   

  	
  B.C.

  	
   

  	
  1/31/16

  
	
  8003

  	
   

  	
  Retail Acc

  	
   

  	
  Florida Mall

  	
   

  	
  Orlando

  	
   

  	
  FL

  	
   

  	
  3/31/10

  
	
  8005

  	
   

  	
  Retail Acc

  	
   

  	
  Cambridgeside Galleria

  	
   

  	
  Cambridge

  	
   

  	
  MA

  	
   

  	
  1/31/16

  
	
  8007

  	
   

  	
  Retail Acc

  	
   

  	
  Universal City

  	
   

  	
  Universal City

  	
   

  	
  CA

  	
   

  	
  9/30/10

  
	
  8819

  	
   

  	
  Subleased

  	
   

  	
  Beverly Drive

  	
   

  	
  Beverly Hills

  	
   

  	
  CA

  	
   

  	
  2/28/07

  
	
  4001

  	
   

  	
  Factory Acc

  	
   

  	
  Tanger Riverhead II

  	
   

  	
  Riverhead

  	
   

  	
  NY

  	
   

  	
  1/31/15

  
	
  4002

  	
   

  	
  Factory Acc

  	
   

  	
  Ontario Mills

  	
   

  	
  Ontario

  	
   

  	
  CA

  	
   

  	
  1/31/10

  
	
  4003

  	
   

  	
  Factory Acc

  	
   

  	
  Jersey Gardens

  	
   

  	
  Elizabeth

  	
   

  	
  NJ

  	
   

  	
  11/30/14

  
	
  4004

  	
   

  	
  Factory Acc

  	
   

  	
  Dolphin Mall

  	
   

  	
  Miami

  	
   

  	
  FL

  	
   

  	
  1/31/16

  
	
  4006

  	
   

  	
  Factory Acc

  	
   

  	
  Camarillo Premium
  Outlets

  	
   

  	
  Camarillo

  	
   

  	
  CA

  	
   

  	
  1/31/16

  
	
  4007

  	
   

  	
  Factory Acc

  	
   

  	
  Chicago Premium Outlets

  	
   

  	
  Aurora

  	
   

  	
  IL

  	
   

  	
  1/31/16

  
	
  4009

  	
   

  	
  Factory Acc

  	
   

  	
  Cabazon Outlets

  	
   

  	
  Cabazon

  	
   

  	
  CA

  	
   

  	
  1/30/11

  
	
  4901

  	
   

  	
  Factory Acc
  Canada

  	
   

  	
  Canada One Factory
  Outlets

  	
   

  	
  Niagara Falls

  	
   

  	
  Ontario

  	
   

  	
  5/31/16

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Additional
  Buildings

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Facilities/US

  	
   

  	
  New York Showroom

  	
   

  	
  New York

  	
   

  	
  NY

  	
   

  	
  11/29/2007

  
	
   

  	
   

  	
  Facilities/US

  	
   

  	
  Beverly Hills Office

  	
   

  	
  Beverly Hills

  	
   

  	
  CA

  	
   

  	
  2/28/2007

  
	
   

  	
   

  	
  Facilities/US

  	
   

  	
  Los Angeles Office

  	
   

  	
  Los Angeles

  	
   

  	
  CA

  	
   

  	
  7/29/2008

  
	
   

  	
   

  	
  Facilities/US

  	
   

  	
  40th Street (subleased)

  	
   

  	
  New York

  	
   

  	
  NY

  	
   

  	
  3/31/2012

  
	
   

  	
   

  	
  Facilities/US

  	
   

  	
  Kentucky Dist. Center

  	
   

  	
  Louisville

  	
   

  	
  KY

  	
   

  	
  5/13/2009

  
	
   

  	
   

  	
  Facilities/US

  	
   

  	
  129 Fifth Avenue
  (assigned)

  	
   

  	
  New York

  	
   

  	
  NY

  	
   

  	
  1/31/2015

  
	
   

  	
   

  	
  Facilities/Canada

  	
   

  	
  Toronto Showroom

  	
   

  	
  Toronto

  	
   

  	
  Ontario

  	
   

  	
  1/31/2009

  
	
   

  	
   

  	
  Facilities/Canada

  	
   

  	
  Vancouver Showroom

  	
   

  	
  Vancouver

  	
   

  	
  BC

  	
   

  	
  7/31/2008

  
	
   

  	
   

  	
  Facilities/Canada

  	
   

  	
  Canada Office and Dist.
  Center

  	
   

  	
  Montreal

  	
   

  	
  Quebec

  	
   

  	
  12/31/2014

  



 


8
















 


SCHEDULE 5.09


 


Environmental Matters


 


None.


 


1





















 


SCHEDULE 5.13


 


Subsidiaries and Other Equity Investments; Loan Parties


 


a.             Subsidiaries


 


	
  Entity

  	
   

  	
  Location

  	
   

  	
  Owned By

  	
   

  	
  Percentage of Ownership

  	
   

  
	
  Guess?
  Apparel Retail, B.V.

  	
   

  	
  Netherlands

  	
   

  	
  Guess? Europe,
  B.V.

  	
   

  	
  100

  	
  %

  
	
  Guess?
  Asia Limited

  	
   

  	
  Hong Kong

  	
   

  	
  Guess? Europe,
  B.V.

  	
   

  	
  100

  	
  %

  
	
  Guess?
  Bermuda Holdings, LLC

  	
   

  	
  United States

  	
   

  	
  Guess?, Inc.

  	
   

  	
  100

  	
  %

  
	
  Guess?
  Canada Corporation

  	
   

  	
  Canada

  	
   

  	
  Guess?, Inc.

  	
   

  	
  100

  	
  %

  
	
  Guess.com, Inc.

  	
   

  	
  United States

  	
   

  	
  Guess?, Inc.

  	
   

  	
  100

  	
  %

  
	
  Guess?
  Europe, B.V.

  	
   

  	
  Netherlands

  	
   

  	
  Guess?, Inc.

  	
   

  	
  100

  	
  %

  
	
  Guess
  France SAS

  	
   

  	
  France

  	
   

  	
  Guess? Europe,
  B.V.

  	
   

  	
  100

  	
  %

  
	
  Guess?
  Holdings Korea Limited

  Liability Company

  	
   

  	
  Korea

  	
   

  	
  Guess? Europe,
  B.V.

  	
   

  	
  100

  	
  %

  
	
  Guess?
  IP GP LLC

  	
   

  	
  United States

  	
   

  	
  Guess?
  Licensing, Inc.

  	
   

  	
  100

  	
  %

  
	
  Guess?
  IP Holder L.P.

  	
   

  	
  United States

  	
   

  	
  Guess? IP LP LLC

  	
   

  	
  82.7

  	
  %*

  
	
  Guess?
  IP LP LLC

  	
   

  	
  United States

  	
   

  	
  Guess?, Inc.

  	
   

  	
  100

  	
  %

  
	
  Guess
  Italia, S.r.l.

  	
   

  	
  Italy

  	
   

  	
  Guess? Europe,
  B.V.

  	
   

  	
  100

  	
  %

  
	
  Guess?
  Licensing, Inc.

  	
   

  	
  United States

  	
   

  	
  Guess?, Inc.

  	
   

  	
  100

  	
  %

  
	
  Guess
  Operations Ireland Limited

  	
   

  	
  Ireland

  	
   

  	
  Guess? Europe,
  B.V.

  	
   

  	
  100

  	
  %**

  
	
  Guess?
  Retail, Inc.

  	
   

  	
  United States

  	
   

  	
  Guess?, Inc.

  	
   

  	
  100

  	
  %

  
	
  Guess?
  Royalty Finance LLC

  	
   

  	
  United States

  	
   

  	
  Guess? IP Holder
  L.P.

  	
   

  	
  100

  	
  %

  
	
  Guess
  Swiss SAGL

  	
   

  	
  Switzerland

  	
   

  	
  Guess? Europe,
  B.V.

  	
   

  	
  99

  	
  %***

  
	
  Guess
  UK Limited

  	
   

  	
  United Kingdom

  	
   

  	
  Guess? Europe,
  B.V.

  	
   

  	
  100

  	
  %

  
	
  Guess?
  Value LLC

  	
   

  	
  United States

  	
   

  	
  Guess? Retail,
  Inc

  	
   

  	
  100

  	
  %

  
	
  Grupo Guess, S. de R.L. de
  C.V.

  	
   

  	
  Mexico

  	
   

  	
  Guess? Europe,
  B.V.

  	
   

  	
  51

  	
  %****

  



 






*The remaining 17.3% is owned by
Guess? IP GP LLC.


**Dormant


***The remaining 1% is owned by
Guess Italia, Srl.


****The remaining 49% is owned by
Adivina S.A. de C.V., a Mexican company.


 


b.             Equity Investments


 


The
investments listed on Schedule 7.03.


 


1

















 


SCHEDULE 5.17


 


Intellectual Property Matters


 


I.              TRADEMARKS


 


a.             U.S. Registered Trademarks:


 


	
  No.

  	
   

  	
  Registrant

  (or last Registered

  Owner)

  	
   

  	
  Trademark

  	
   

  	
  Registration

  Number

  	
   

  	
  Registration

  Date

  
	
  1.

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Y &
  Design

  	
   

  	
  3075822

  	
   

  	
  04/04/2006

  
	
  2.

  	
   

  	
  Guess?, Inc.

  	
   

  	
  G &
  Design

  	
   

  	
  3001882

  	
   

  	
  09/27/2005

  
	
  3.

  	
   

  	
  Guess?, Inc.

  	
   

  	
  G &
  Design

  	
   

  	
  3001859

  	
   

  	
  09/27/2005

  
	
  4.

  	
   

  	
  Guess?, Inc.

  	
   

  	
  YES
  JEANS & Design

  	
   

  	
  3069249

  	
   

  	
  03/14/2006

  
	
  5.

  	
   

  	
  Guess?, Inc.

  	
   

  	
  MARCIANO

  	
   

  	
  3015017

  	
   

  	
  11/15/2005

  
	
  6.

  	
   

  	
  Guess?, Inc.

  	
   

  	
  MGA

  	
   

  	
  3006128

  	
   

  	
  10/11/2005

  
	
  7.

  	
   

  	
  Guess?, Inc.

  	
   

  	
  APPARELBUY.COM

  	
   

  	
  2687569

  	
   

  	
  02/11/2003

  
	
  8.

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Design only

  	
   

  	
  2398409

  	
   

  	
  10/24/2000

  
	
  9.

  	
   

  	
  Guess?, Inc.

  	
   

  	
  THE SEASON OF
  CONSCIENCE

  	
   

  	
  2218801

  	
   

  	
  01/19/1999

  
	
  10.

  	
   

  	
  Guess?, Inc.

  	
   

  	
  MAURICE MARCIANO

  	
   

  	
  2070154

  	
   

  	
  06/10/1997

  
	
  11.

  	
   

  	
  Guess?, Inc.

  	
   

  	
  MARCIANO

  	
   

  	
  2139312

  	
   

  	
  02/24/1998

  
	
  12.

  	
   

  	
  Guess?, Inc.

  	
   

  	
  MARCIANO
  COLLECTION

  	
   

  	
  1997798

  	
   

  	
  09/03/1996

  
	
  13.

  	
   

  	
  Guess?, Inc.

  	
   

  	
  YES

  	
   

  	
  1734931

  	
   

  	
  11/24/1992

  
	
  14.

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Yes Clothing Co.

  	
   

  	
  1396894

  	
   

  	
  6/10/1986

  
	
  15.

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Yes Jeans

  	
   

  	
  3060882

  	
   

  	
  2/21/2006

  
	
  16.

  	
   

  	
  Guess?, Inc.

  	
   

  	
  MGA

  	
   

  	
  1298259

  	
   

  	
  9/25/1984

  
	
  17.

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Marciano

  	
   

  	
  1179281

  	
   

  	
  11/24/1981

  
	
  18.

  	
   

  	
  Guess?, Inc.

  	
   

  	
  213

  	
   

  	
  1370226

  	
   

  	
  11/12/1985

  



 


b.             U.S. Pending Trademark
Applications:


 


	
  No.

  	
   

  	
  Applicant

  	
   

  	
  Trademark

  	
   

  	
  Application Serial

  Number

  	
   

  	
  Application

  Date

  
	
  1.

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Design only

  	
   

  	
  78/881524

  	
   

  	
  05/11/2006

  
	
  2.

  	
   

  	
  Guess?, Inc.

  	
   

  	
  DIVER CLASS

  	
   

  	
  78/879163

  	
   

  	
  05/08/2006

  
	
  3.

  	
   

  	
  Guess?, Inc.

  	
   

  	
  DIVER CHIC

  	
   

  	
  78/879157

  	
   

  	
  05/08/2006

  
	
  4.

  	
   

  	
  Guess?, Inc.

  	
   

  	
  LA DENIM

  	
   

  	
  78/566125

  	
   

  	
  02/11/2005

  
	
  5.

  	
   

  	
  Guess?, Inc.

  	
   

  	
  L.A. DENIM
  ATELIER

  	
   

  	
  78/526991

  	
   

  	
  12/03/2004

  
	
  6.

  	
   

  	
  Guess?, Inc.

  	
   

  	
  M

  	
   

  	
  78/360131

  	
   

  	
  01/30/2004

  
	
  7.

  	
   

  	
  Guess?, Inc.

  	
   

  	
  YES KIDS

  	
   

  	
  78/144483

  	
   

  	
  07/16/2002

  
	
  8.

  	
   

  	
  Guess?, Inc.

  	
   

  	
  BIRDS ‘N BEES

  	
   

  	
  76/518568

  	
   

  	
  06/02/2003

  
	
  9.

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Yes

  	
   

  	
  78/226664

  	
   

  	
  3/17/2003

  
	
  10.

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Design (Double
  pocket stitching bounce)

  	
   

  	
  76/636332

  	
   

  	
  4/18/2005

  



 


1

















 


II.            PATENTS


 


a.             U.S. Issued Patents:


 


	
  No.

  	
   

  	
  Patent

  Number

  	
   

  	
  Issue Date

  	
   

  	
  Title

  	
   

  	
  Inventor/Assignee

  
	
  1.

  	
   

  	
  D308634

  	
   

  	
  06/19/1990

  	
   

  	
  Combined bottle
  and closure

  	
   

  	
  Guess?, Inc.

  
	
  2.

  	
   

  	
  D314143

  	
   

  	
  01/29/1991

  	
   

  	
  Combined bottle
  and closure

  	
   

  	
  Guess?, Inc.

  
	
  3.

  	
   

  	
  D328423

  	
   

  	
  08/04/1992

  	
   

  	
  Combined bottle
  and closure

  	
   

  	
  Guess?, Inc.

  
	
  4.

  	
   

  	
  D328432

  	
   

  	
  08/04/1992

  	
   

  	
  Combined bottle
  and closure

  	
   

  	
  Guess?, Inc.

  
	
  5.

  	
   

  	
  D335208

  	
   

  	
  05/04/1993

  	
   

  	
  Shoe sole

  	
   

  	
  Guess?, Inc.

  
	
  6.

  	
   

  	
  D335571

  	
   

  	
  05/18/1993

  	
   

  	
  Shoe sole

  	
   

  	
  Guess?, Inc.

  
	
  7.

  	
   

  	
  D335572

  	
   

  	
  05/18/1993

  	
   

  	
  Shoe sole

  	
   

  	
  Guess?, Inc.

  
	
  8.

  	
   

  	
  D335762

  	
   

  	
  05/25/1993

  	
   

  	
  Shoe sole

  	
   

  	
  Guess?, Inc.

  
	
  9.

  	
   

  	
  D336150

  	
   

  	
  06/08/1993

  	
   

  	
  Shoe sole

  	
   

  	
  Guess?, Inc.

  
	
  10.

  	
   

  	
  D336359

  	
   

  	
  06/15/1993

  	
   

  	
  Shoe sole

  	
   

  	
  Guess?, Inc.

  
	
  11.

  	
   

  	
  D336560

  	
   

  	
  06/22/1993

  	
   

  	
  Shoe sole

  	
   

  	
  Guess?, Inc.

  
	
  12.

  	
   

  	
  D336773

  	
   

  	
  06/29/1993

  	
   

  	
  Shoe sole

  	
   

  	
  Guess?, Inc.

  
	
  13.

  	
   

  	
  D336774

  	
   

  	
  06/29/1993

  	
   

  	
  Shoe sole

  	
   

  	
  Guess?, Inc.

  
	
  14.

  	
   

  	
  D336978

  	
   

  	
  07/06/1993

  	
   

  	
  Shoe sole

  	
   

  	
  Guess?, Inc.

  
	
  15.

  	
   

  	
  D336979

  	
   

  	
  07/06/1993

  	
   

  	
  Shoe sole

  	
   

  	
  Guess?, Inc.

  
	
  16.

  	
   

  	
  D336980

  	
   

  	
  07/06/1993

  	
   

  	
  Shoe sole

  	
   

  	
  Guess?, Inc.

  
	
  17.

  	
   

  	
  D337193

  	
   

  	
  07/13/1993

  	
   

  	
  Garment pocket

  	
   

  	
  Guess?, Inc.

  
	
  18.

  	
   

  	
  D341024

  	
   

  	
  11/09/1993

  	
   

  	
  Shoe sole

  	
   

  	
  Guess?, Inc.

  
	
  19.

  	
   

  	
  D341481

  	
   

  	
  11/23/1993

  	
   

  	
  Shoe sole

  	
   

  	
  Guess?, Inc.

  
	
  20.

  	
   

  	
  D342376

  	
   

  	
  12/21/1993

  	
   

  	
  Shoe sole

  	
   

  	
  Guess?, Inc.

  
	
  21.

  	
   

  	
  D343272

  	
   

  	
  01/18/1994

  	
   

  	
  Shoe sole

  	
   

  	
  Guess?, Inc.

  
	
  22.

  	
   

  	
  D343281

  	
   

  	
  01/18/1994

  	
   

  	
  Shoe sole

  	
   

  	
  Guess?, Inc.

  
	
  23.

  	
   

  	
  D343505

  	
   

  	
  01/25/1994

  	
   

  	
  Shoe sole

  	
   

  	
  Guess?, Inc.

  
	
  24.

  	
   

  	
  D358929

  	
   

  	
  06/06/1995

  	
   

  	
  Walking shoe

  	
   

  	
  Guess?, Inc.

  
	
  25.

  	
   

  	
  D369456

  	
   

  	
  05/07/1996

  	
   

  	
  Walking shoe

  	
   

  	
  Guess?, Inc.

  
	
  26.

  	
   

  	
  D421828

  	
   

  	
  03/28/2000

  	
   

  	
  Shoe

  	
   

  	
  Guess?, Inc.

  



 


b.             U.S. Pending Patent
Applications:


 


	
  No.

  	
   

  	
  Application

  Number

  	
   

  	
  Filing Date

  	
   

  	
  Title

  	
   

  	
  Inventor/Assignee

  
	
  1.

  	
   

  	
  29/212,814

  	
   

  	
  09/08/2004

  	
   

  	
  Cosmetics bottle

  	
   

  	
  Henry De
  Monclin/Guess?, Inc.

  



 


2

















 


III.           COPYRIGHTS


 


a.             U.S. Copyright Registrations:


 


See
attached.


 


b.             Pending U.S. Copyright
Registration Applications:


 


None.


 


IV.           DOMAIN
NAME REGISTRATIONS


 


	
   

  	
   

  	
  Domain Name

  	
   

  	
  Entity Registered

  	
   

  	
  Registrar

  	
   

  	
  Renewal Date

  
	
  1.

  	
   

  	
  ANTISTITCH.COM

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  8/7/2008

  
	
  2.

  	
   

  	
  ANTISTITCH.NET

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  8/7/2008

  
	
  3.

  	
   

  	
  ANTISTITCH.ORG

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  8/7/2008

  
	
  4.

  	
   

  	
  APPARELBUY.COM

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  12/4/2014

  
	
  5.

  	
   

  	
  APPARELBUY.NET

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  12/4/2014

  
	
  6.

  	
   

  	
  APPARELBUY.ORG

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  12/4/2014

  
	
  7.

  	
   

  	
  ARMAND-MARCIANO.COM

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  1/3/2014

  
	
  8.

  	
   

  	
  AUTHENTICDENIM.COM

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  1/4/2015

  
	
  9.

  	
   

  	
  babylondesigns.com

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  4/27/2014

  
	
  10.

  	
   

  	
  buymarciano.com

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  7/7/2015

  
	
  11.

  	
   

  	
  gcbymarciano.com

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  4/27/2014

  
	
  12.

  	
   

  	
  ihatemarciano.com

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  7/7/2015

  
	
  13.

  	
   

  	
  la-denim.com

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  2/10/2015

  
	
  14.

  	
   

  	
  ladenimatelier.com

  	
   

  	
  Guess? Inc

  	
   

  	
  Register.com

  	
   

  	
  5/5/2015

  
	
  15.

  	
   

  	
  marcaino.biz

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  5/19/2014

  
	
  16.

  	
   

  	
  marcaino.com

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  5/19/2014

  
	
  17.

  	
   

  	
  marcaino.net

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  5/19/2014

  
	
  18.

  	
   

  	
  marcianodesign.com

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  4/27/2014

  
	
  19.

  	
   

  	
  marcianodesigns.com

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  4/27/2014

  
	
  20.

  	
   

  	
  marcianoeyewear.com

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  7/7/2015

  
	
  21.

  	
   

  	
  marcianofootwear.com

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  7/7/2015

  
	
  22.

  	
   

  	
  marcianojewelry.com

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  7/7/2015

  
	
  23.

  	
   

  	
  marcianokids.com

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  7/7/2015

  
	
  24.

  	
   

  	
  marcianooutlet.com

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  7/7/2015

  
	
  25.

  	
   

  	
  marcianoshoes.com

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  7/7/2015

  
	
  26.

  	
   

  	
  marcianostores.com

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  7/7/2015

  
	
  27.

  	
   

  	
  marcianostudio.com

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  4/27/2014

  
	
  28.

  	
   

  	
  marcianostudios.com

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  4/27/2014

  
	
  29.

  	
   

  	
  marcianosucks.com

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  7/7/2015

  
	
  30.

  	
   

  	
  marcianowomen.com

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  7/7/2015

  
	
  31.

  	
   

  	
  mauricemarciano.biz

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  4/27/2014

  
	
  32.

  	
   

  	
  mauricemarciano.com

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  4/27/2014

  
	
  33.

  	
   

  	
  MAURICE-MARCIANO.COM

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  5/3/2014

  
	
  34.

  	
   

  	
  mauricemarciano.info

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  4/27/2014

  
	
  35.

  	
   

  	
  mauricemarciano.net

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  4/27/2014

  
	
  36.

  	
   

  	
  mauricemarciano.org

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  4/27/2014

  
	
  37.

  	
   

  	
  mmarciano.com

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  4/27/2014

  
	
  38.

  	
   

  	
  paulmarciano.biz

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  4/27/2014

  
	
  39.

  	
   

  	
  PAUL-MARCIANO.COM

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  5/4/2014

  
	
  40.

  	
   

  	
  paulmarciano.net

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  4/27/2014

  
	
  41.

  	
   

  	
  paulmarciano.org

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  4/27/2014

  
	
  42.

  	
   

  	
  pmarciano.com

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  4/27/2014

  
	
  43.

  	
   

  	
  RAWDENIM.COM

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  7/21/2005

  
	
  44.

  	
   

  	
  RETAILBIZ.NET

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  12/5/2014

  
	
  45.

  	
   

  	
  RETAILBUY.NET

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  12/4/2014

  
	
  46.

  	
   

  	
  shopmarciano.com

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  7/7/2015

  
	
  47.

  	
   

  	
  YESCLOTHING.COM

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  2/25/2014

  
	
  48.

  	
   

  	
  yesdenim.com

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  4/28/2014

  
	
  49.

  	
   

  	
  yes-denim.com

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  4/28/2014

  
	
  50.

  	
   

  	
  yes-jean.com

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  4/28/2014

  
	
  51.

  	
   

  	
  yesjeans.biz

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  4/28/2014

  
	
  52.

  	
   

  	
  yes-jeans.com

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  4/28/2014

  
	
  53.

  	
   

  	
  yesjeans.info

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  4/28/2014

  
	
  54.

  	
   

  	
  yesjeans.net

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  4/28/2014

  
	
  55.

  	
   

  	
  yesjeans.org

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  4/28/2014

  
	
  56.

  	
   

  	
  marciano.com

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Register.com

  	
   

  	
  7/10/2014

  



 


3
















 


	
  1.
  Registration Number:

  	
   

  	
  TXu-270-211

  
	
  Title:

  	
   

  	
  Guess?

  
	
  Description:

  	
   

  	
  1 p.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1984

  
	
  Registered:

  	
   

  	
  14Nov86

  
	
  Title
  on © Application:

  	
   

  	
  Guess? question mark
  inside of triangle design.

  
	
  Miscellaneous:

  	
   

  	
  C.O. corres.

  
	
  Special
  Codes:

  	
   

  	
  1/B

  
	
   

  	
   

  	
   

  
	
  2.
  Registration Number:

  	
   

  	
  VA-255-941

  
	
  Title:

  	
   

  	
  Wildlife Park, Guess
  mens sportswear.

  
	
  Description:

  	
   

  	
  art reproduction.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Published:

  	
   

  	
  11Dec86

  
	
  Registered:

  	
   

  	
  5Mar87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  3.
  Registration Number:

  	
   

  	
  VA-255-942

  
	
  Title:

  	
   

  	
  Guess, Georges
  Marciano.

  
	
  Description:

  	
   

  	
  art reproduction.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Published:

  	
   

  	
  24Apr86

  
	
  Registered:

  	
   

  	
  5Mar87

  
	
  Title
  on © Application:

  	
   

  	
  Guess surfrider.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  4.
  Registration Number:

  	
   

  	
  VA-255-943

  
	
  Title:

  	
   

  	
  Yachting Club, Guess
  mens sportswear.

  
	
  Description:

  	
   

  	
  art reproduction.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Published:

  	
   

  	
  31May86

  
	
  Registered:

  	
   

  	
  5Mar87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  5.
  Registration Number:

  	
   

  	
  VA-255-944

  
	
  Title:

  	
   

  	
  Guess, mens active,
  sports club.

  
	
  Description:

  	
   

  	
  art reproduction.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Published:

  	
   

  	
  17Apr86

  
	
  Registered:

  	
   

  	
  5Mar87

  
	
  Title
  on © Application:

  	
   

  	
  Palm tree with
  triangle.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  6.
  Registration Number:

  	
   

  	
  VA-255-945

  
	
  Title:

  	
   

  	
  The Western horseman,
  men’s Guess.

  
	
  Description:

  	
   

  	
  art reproduction.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Published:

  	
   

  	
  21May86

  
	
  Registered:

  	
   

  	
  5Mar87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  7.
  Registration Number:

  	
   

  	
  VA-266-791

  
	
  Title:

  	
   

  	
  Skier.

  
	
  Description:

  	
   

  	
  art reproduction.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Name
  in © Notice:

  	
   

  	
  notice: Guess Men

  
	
  Created:

  	
   

  	
  1986

  
	
  Published:

  	
   

  	
  9Jul86

  
	
  Registered:

  	
   

  	
  9Apr87

  
	
  Author
  on © Application:

  	
   

  	
  Guess?, Inc.,
  employer for hire.

  
	
  Miscellaneous:

  	
   

  	
  C.O. corres.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  8.
  Registration Number:

  	
   

  	
  VA-274-480

  
	
  Title:

  	
   

  	
  [Guess sailing]

  
	
  Description:

  	
   

  	
  art reproduction :
  silkscreened T-shirt.

  
	
  Note:

  	
   

  	
  Title from appl.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Published:

  	
   

  	
  30Jun87

  
	
  Registered:

  	
   

  	
  21Aug87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  9.
  Registration Number:

  	
   

  	
  VA-274-481

  
	
  Title:

  	
   

  	
  [Guess anchor crest]

  
	
  Description:

  	
   

  	
  art reproduction :
  silkscreened T-shirt.

  
	
  Note:

  	
   

  	
  Title from appl.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Published:

  	
   

  	
  30Jun87

  
	
  Registered:

  	
   

  	
  21Aug87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  10.
  Registration Number:

  	
   

  	
  VA-274-482

  
	
  Title:

  	
   

  	
  [Guess windsurf]

  
	
  Description:

  	
   

  	
  art reproduction :
  silkscreened T-shirt.

  
	
  Note:

  	
   

  	
  Title from appl.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Published:

  	
   

  	
  30Jun87

  
	
  Registered:

  	
   

  	
  21Aug87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  11.
  Registration Number:

  	
   

  	
  VA-274-483

  
	
  Title:

  	
   

  	
  [Guess jeans nautical]

  
	
  Description:

  	
   

  	
  art reproduction :
  silkscreened T-shirt.

  
	
  Note:

  	
   

  	
  Title from appl.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Published:

  	
   

  	
  30Jun87

  
	
  Registered:

  	
   

  	
  21Aug87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  12.
  Registration Number:

  	
   

  	
  VA-274-572

  
	
  Title:

  	
   

  	
  Guess jeans crest.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Published:

  	
   

  	
  30Jun87

  
	
  Registered:

  	
   

  	
  21Aug87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  13.
  Registration Number:

  	
   

  	
  VA-275-813

  
	
  Title:

  	
   

  	
  Guess jeans, Georges
  Marciano, finest quality.

  
	
  Description:

  	
   

  	
  art reproduction.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Published:

  	
   

  	
  30Jun87

  
	
  Registered:

  	
   

  	
  25Aug87

  
	
  Date
  in © Notice:

  	
   

  	
  notice: 1986

  
	
  Title
  on © Application:

  	
   

  	
  Guess cricket.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  14.
  Registration Number:

  	
   

  	
  VA-275-814

  
	
  Title:

  	
   

  	
  Guess house.

  
	
  Description:

  	
   

  	
  art reproduction.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Name
  in © Notice:

  	
   

  	
  notice: Guess Men

  
	
  Created:

  	
   

  	
  1986

  
	
  Published:

  	
   

  	
  29Aug86

  
	
  Registered:

  	
   

  	
  25Aug87

  
	
  Author
  on © Application:

  	
   

  	
  Guess?, Inc.,
  employer for hire.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  15.
  Registration Number:

  	
   

  	
  VA-275-815

  
	
  Title:

  	
   

  	
  Guess Flying ace.

  
	
  Description:

  	
   

  	
  art reproduction.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Name
  in © Notice:

  	
   

  	
  notice: Guess Men

  
	
  Created:

  	
   

  	
  1986

  
	
  Published:

  	
   

  	
  20Apr86

  
	
  Registered:

  	
   

  	
  25Aug87

  
	
  Title
  on © Application:

  	
   

  	
  Guess ace flyer.

  
	
  Author
  on © Application:

  	
   

  	
  Guess?, Inc.,
  employer for hire.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  16.
  Registration Number:

  	
   

  	
  VA-275-830

  
	
  Title:

  	
   

  	
  Helicopter traffic
  squadron.

  
	
  Description:

  	
   

  	
  art reproduction :
  silkscreened T-shirt.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Published:

  	
   

  	
  6May86

  
	
  Registered:

  	
   

  	
  5Mar87

  
	
  Title
  on © Application:

  	
   

  	
  Helicopter.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  17.
  Registration Number:

  	
   

  	
  VA-275-831

  
	
  Title:

  	
   

  	
  [Diving]

  
	
  Description:

  	
   

  	
  art reproduction :
  silkscreened T-shirt.

  
	
  Note:

  	
   

  	
  Title from appl.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Published:

  	
   

  	
  17Apr86

  
	
  Registered:

  	
   

  	
  5Mar87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  18.
  Registration Number:

  	
   

  	
  VA-275-832

  
	
  Title:

  	
   

  	
  Driven to quality,
  10,000 Mile Club.

  
	
  Description:

  	
   

  	
  art reproduction :
  silkscreened T-shirt.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Published:

  	
   

  	
  5Nov86

  
	
  Registered:

  	
   

  	
  5Mar87

  
	
  Title
  on © Application:

  	
   

  	
  10,000 Mile Club.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  19.
  Registration Number:

  	
   

  	
  VA-275-833

  
	
  Title:

  	
   

  	
  Guess Jeans,
  California, U S A / by Georges Marciano.

  
	
  Description:

  	
   

  	
  art reproduction :
  silkscreened T-shirt.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Published:

  	
   

  	
  5Nov86

  
	
  Registered:

  	
   

  	
  5Mar87

  
	
  Title
  on © Application:

  	
   

  	
  Flags.

  
	
  Author
  on © Application:

  	
   

  	
  Guess?, Inc.,
  employer for hire.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  20.
  Registration Number:

  	
   

  	
  VA-275-834

  
	
  Title:

  	
   

  	
  Guess, Flying ace.

  
	
  Description:

  	
   

  	
  art reproduction :
  silkscreened T-shirt.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Published:

  	
   

  	
  15Apr86

  
	
  Registered:

  	
   

  	
  5Mar87

  
	
  Title
  on © Application:

  	
   

  	
  Flying ace.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  21.
  Registration Number:

  	
   

  	
  VA-275-835

  
	
  Title:

  	
   

  	
  The Best of times.

  
	
  Description:

  	
   

  	
  art reproduction :
  silkscreened T-shirt.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Name
  in © Notice:

  	
   

  	
  notice: Guess Men

  
	
  Created:

  	
   

  	
  1986

  
	
  Published:

  	
   

  	
  7Jun86

  
	
  Registered:

  	
   

  	
  5Mar87

  
	
  Title
  on © Application:

  	
   

  	
  Football man.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  22.
  Registration Number:

  	
   

  	
  VA-275-836

  
	
  Title:

  	
   

  	
  Sunset Beach / aGeorges
  Marciano.

  
	
  Description:

  	
   

  	
  art reproduction :
  silkscreened T-shirt.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Published:

  	
   

  	
  3Nov86

  
	
  Registered:

  	
   

  	
  5Mar87

  
	
  Author
  on © Application:

  	
   

  	
  Guess?, Inc.,
  employer for hire.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  23.
  Registration Number:

  	
   

  	
  VA-275-837

  
	
  Title:

  	
   

  	
  Guess Yachting Club.

  
	
  Description:

  	
   

  	
  art reproduction :
  silkscreened T-shirt.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Published:

  	
   

  	
  30Oct86

  
	
  Registered:

  	
   

  	
  5Mar87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  24.
  Registration Number:

  	
   

  	
  VA-275-838

  
	
  Title:

  	
   

  	
  U S National Boat
  Races.

  
	
  Description:

  	
   

  	
  art reproduction :
  silkscreened T-shirt.

  
	
  Series:

  	
   

  	
  Guess men

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Published:

  	
   

  	
  17Apr86

  
	
  Registered:

  	
   

  	
  5Mar87

  
	
  Title
  on © Application:

  	
   

  	
  Boat races.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  25.
  Registration Number:

  	
   

  	
  VA-275-839

  
	
  Title:

  	
   

  	
  Lawn tennis, men’s
  singles.

  
	
  Description:

  	
   

  	
  art reproduction :
  silkscreened T-shirt.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Name
  in © Notice:

  	
   

  	
  notice: Guess Men

  
	
  Created:

  	
   

  	
  1986

  
	
  Published:

  	
   

  	
  31Jan87

  
	
  Registered:

  	
   

  	
  5Mar87

  
	
  Date
  in © Notice:

  	
   

  	
  notice: 1986

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  26.
  Registration Number:

  	
   

  	
  VA-280-468

  
	
  Title:

  	
   

  	
  Golfer.

  
	
  Description:

  	
   

  	
  art reproduction.

  
	
  Note:

  	
   

  	
  Additional title from
  copy: Pro golfing.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Name
  in © Notice:

  	
   

  	
  notice: Guess Men

  
	
  Created:

  	
   

  	
  1986

  
	
  Published:

  	
   

  	
  17Jul86

  
	
  Registered:

  	
   

  	
  5Mar87

  
	
  Author
  on © Application:

  	
   

  	
  Guess?, Inc.,
  employer for hire.

  
	
  Miscellaneous:

  	
   

  	
  C.O. corres.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  27.
  Registration Number:

  	
   

  	
  VA-280-469

  
	
  Title:

  	
   

  	
  Activewear bear.

  
	
  Description:

  	
   

  	
  art reproduction.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Name
  in © Notice:

  	
   

  	
  notice: Guess Men

  
	
  Created:

  	
   

  	
  1986

  
	
  Published:

  	
   

  	
  20Jan87

  
	
  Registered:

  	
   

  	
  5Mar87

  
	
  Author
  on © Application:

  	
   

  	
  Guess?, Inc.,
  employer for hire.

  
	
  Miscellaneous:

  	
   

  	
  C.O. corres.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  28.
  Registration Number:

  	
   

  	
  VA-280-470

  
	
  Title:

  	
   

  	
  Canoeing.

  
	
  Description:

  	
   

  	
  art reproduction.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Published:

  	
   

  	
  30Oct86

  
	
  Registered:

  	
   

  	
  5Mar87

  
	
  Miscellaneous:

  	
   

  	
  C.O. corres.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  29.
  Registration Number:

  	
   

  	
  VA-280-471

  
	
  Title:

  	
   

  	
  Thunderbridge.

  
	
  Description:

  	
   

  	
  art reproduction.

  
	
  Note:

  	
   

  	
  Additional title from
  copy: Thunder Ridge.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Published:

  	
   

  	
  12Nov86

  
	
  Registered:

  	
   

  	
  5Mar87

  
	
  Title
  on © Application:

  	
   

  	
  Thunderridge.

  
	
  Miscellaneous:

  	
   

  	
  C.O. corres.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  30.
  Registration Number:

  	
   

  	
  VA-280-472

  
	
  Title:

  	
   

  	
  Guess with patch.

  
	
  Description:

  	
   

  	
  art reproduction.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Name
  in © Notice:

  	
   

  	
  notice: Guess Men

  
	
  Created:

  	
   

  	
  1986

  
	
  Published:

  	
   

  	
  15Dec86

  
	
  Registered:

  	
   

  	
  5Mar87

  
	
  Author
  on © Application:

  	
   

  	
  Guess?, Inc.,
  employer for hire.

  
	
  Miscellaneous:

  	
   

  	
  C.O. corres.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  31.
  Registration Number:

  	
   

  	
  VA-280-473

  
	
  Title:

  	
   

  	
  Photographer.

  
	
  Description:

  	
   

  	
  art reproduction.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Name
  in © Notice:

  	
   

  	
  notice: Guess Men

  
	
  Created:

  	
   

  	
  1986

  
	
  Published:

  	
   

  	
  29Aug86

  
	
  Registered:

  	
   

  	
  5Mar87

  
	
  Author
  on © Application:

  	
   

  	
  Guess, Inc.?,
  employer for hire.

  
	
  Miscellaneous:

  	
   

  	
  C.O. corres.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  32.
  Registration Number:

  	
   

  	
  VA-280-474

  
	
  Title:

  	
   

  	
  Guess crest.

  
	
  Description:

  	
   

  	
  art reproduction.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Published:

  	
   

  	
  15Dec86

  
	
  Registered:

  	
   

  	
  5Mar87

  
	
  Miscellaneous:

  	
   

  	
  C.O. corres.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  33.
  Registration Number:

  	
   

  	
  VA-280-475

  
	
  Title:

  	
   

  	
  Guess jean banner.

  
	
  Description:

  	
   

  	
  art reproduction.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Name
  in © Notice:

  	
   

  	
  notice: Guess Men

  
	
  Created:

  	
   

  	
  1986

  
	
  Published:

  	
   

  	
  13Jan87

  
	
  Registered:

  	
   

  	
  5Mar87

  
	
  Author
  on © Application:

  	
   

  	
  Guess?, Inc.,
  employer for hire.

  
	
  Miscellaneous:

  	
   

  	
  C.O. corres.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  34.
  Registration Number:

  	
   

  	
  VA-280-476

  
	
  Title:

  	
   

  	
  Bamboo surfer.

  
	
  Description:

  	
   

  	
  art reproduction.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Name
  in © Notice:

  	
   

  	
  notice: Guess Men

  
	
  Created:

  	
   

  	
  1986

  
	
  Published:

  	
   

  	
  10Nov86

  
	
  Registered:

  	
   

  	
  5Mar87

  
	
  Author
  on © Application:

  	
   

  	
  Guess?, Inc.,
  employer for hire.

  
	
  Miscellaneous:

  	
   

  	
  C.O. corres.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  35.
  Registration Number:

  	
   

  	
  VA-280-477

  
	
  Title:

  	
   

  	
  Around the world.

  
	
  Description:

  	
   

  	
  art reproduction.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Name
  in © Notice:

  	
   

  	
  notice: Guess Men

  
	
  Created:

  	
   

  	
  1986

  
	
  Published:

  	
   

  	
  28Apr86

  
	
  Registered:

  	
   

  	
  5Mar87

  
	
  Author
  on © Application:

  	
   

  	
  Guess?, Inc.,
  employer for hire.

  
	
  Miscellaneous:

  	
   

  	
  C.O. corres.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 
















 


	
  36.
  Registration Number:

  	
   

  	
  VA-280-478

  
	
  Title:

  	
   

  	
  Western gear.

  
	
  Description:

  	
   

  	
  art reproduction.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Name
  in © Notice:

  	
   

  	
  notice: Guess Men

  
	
  Created:

  	
   

  	
  1986

  
	
  Published:

  	
   

  	
  15May86

  
	
  Registered:

  	
   

  	
  5Mar87

  
	
  Author
  on © Application:

  	
   

  	
  Guess?, Inc.,
  employer for hire.

  
	
  Miscellaneous:

  	
   

  	
  C.O. corres.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  37.
  Registration Number:

  	
   

  	
  VA-280-479

  
	
  Title:

  	
   

  	
  International Surf
  Team.

  
	
  Description:

  	
   

  	
  art reproduction.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Name
  in © Notice:

  	
   

  	
  notice: Guess Men

  
	
  Created:

  	
   

  	
  1986

  
	
  Published:

  	
   

  	
  18Apr86

  
	
  Registered:

  	
   

  	
  5Mar87

  
	
  Author
  on © Application:

  	
   

  	
  Guess?, Inc.,
  employer for hire.

  
	
  Miscellaneous:

  	
   

  	
  C.O. corres.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  38.
  Registration Number:

  	
   

  	
  VA-280-529

  
	
  Title:

  	
   

  	
  Giant slalom.

  
	
  Description:

  	
   

  	
  art reproduction :
  design on fabric.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Published:

  	
   

  	
  30Jun86

  
	
  Registered:

  	
   

  	
  20Oct87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  39.
  Registration Number:

  	
   

  	
  VA-280-643

  
	
  Title:

  	
   

  	
  University of the West.

  
	
  Description:

  	
   

  	
  art reproduction :
  design for silkscreen.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Published:

  	
   

  	
  30Oct86

  
	
  Registered:

  	
   

  	
  20Oct87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  40.
  Registration Number:

  	
   

  	
  VA-282-872

  
	
  Title:

  	
   

  	
  Guess Los Angeles.

  
	
  Description:

  	
   

  	
  art reproduction.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Name
  in © Notice:

  	
   

  	
  notice: Guess Men

  
	
  Created:

  	
   

  	
  1987

  
	
  Published:

  	
   

  	
  18Jan86

  
	
  Registered:

  	
   

  	
  5Nov87

  
	
  Title
  on © Application:

  	
   

  	
  Golf club.

  
	
  Author
  on © Application:

  	
   

  	
  Guess?, Inc.,
  employer for hire.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  41.
  Registration Number:

  	
   

  	
  VA-286-782

  
	
  Title:

  	
   

  	
  Guess jeans, U. S. A.
  Croquet Club.

  
	
  Description:

  	
   

  	
  art reproduction :
  silkscreened T-shirt.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Published:

  	
   

  	
  1Feb87

  
	
  Registered:

  	
   

  	
  27Mar87

  
	
  Title
  on © Application:

  	
   

  	
  Guess jeans croquet.

  
	
  Miscellaneous:

  	
   

  	
  C.O. corres.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  42.
  Registration Number:

  	
   

  	
  VA-286-783

  
	
  Title:

  	
   

  	
  Guess jeans, U. S. A.,
  all star, rowing crew ‘87.

  
	
  Description:

  	
   

  	
  art reproduction :
  silkscreened T-shirt.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Published:

  	
   

  	
  1Jan87

  
	
  Registered:

  	
   

  	
  27Mar87

  
	
  Title
  on © Application:

  	
   

  	
  Guess jeans rowing.

  
	
  Miscellaneous:

  	
   

  	
  C.O. corres.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  43.
  Registration Number:

  	
   

  	
  VA-286-784

  
	
  Title:

  	
   

  	
  Guess jeans, U. S. A.
  Windsurfing Club.

  
	
  Description:

  	
   

  	
  art reproduction :
  silkscreened T-shirt.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Published:

  	
   

  	
  1Jan87

  
	
  Registered:

  	
   

  	
  27Mar87

  
	
  Title
  on © Application:

  	
   

  	
  Guess jeans
  windsurfing.

  
	
  Miscellaneous:

  	
   

  	
  C.O. corres.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  44.
  Registration Number:

  	
   

  	
  VA-286-785

  
	
  Title:

  	
   

  	
  Guess jeans, east west
  baseball.

  
	
  Description:

  	
   

  	
  art reproduction :
  silkscreened T-shirt.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Published:

  	
   

  	
  1Jan87

  
	
  Registered:

  	
   

  	
  27Mar87

  
	
  Title
  on © Application:

  	
   

  	
  Guess jeans baseball.

  
	
  Miscellaneous:

  	
   

  	
  C.O. corres.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  45.
  Registration Number:

  	
   

  	
  VA-286-786

  
	
  Title:

  	
   

  	
  Guess jeans cycling.

  
	
  Description:

  	
   

  	
  art reproduction :
  silkscreened T-shirt.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Published:

  	
   

  	
  1Feb87

  
	
  Registered:

  	
   

  	
  27Mar87

  
	
  Miscellaneous:

  	
   

  	
  C.O. corres.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  46.
  Registration Number:

  	
   

  	
  VA-286-787

  
	
  Title:

  	
   

  	
  Lawn Tennis Men’s
  Singles Guess Tournament.

  
	
  Description:

  	
   

  	
  art reproduction :
  silkscreened T-shirt.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Name
  in © Notice:

  	
   

  	
  notice: Guess Men

  
	
  Created:

  	
   

  	
  1987

  
	
  Published:

  	
   

  	
  1Feb87

  
	
  Registered:

  	
   

  	
  27Mar87

  
	
  Title
  on © Application:

  	
   

  	
  Lawn tennis.

  
	
  Author
  on © Application:

  	
   

  	
  Guess, Inc.?,
  employer for hire.

  
	
  Miscellaneous:

  	
   

  	
  C.O. corres.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  47.
  Registration Number:

  	
   

  	
  VA-286-788

  
	
  Title:

  	
   

  	
  Guess Club, California.

  
	
  Description:

  	
   

  	
  art reproduction :
  silkscreened T-shirt.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Name
  in © Notice:

  	
   

  	
  notice: Guess? Kids

  
	
  Created:

  	
   

  	
  1986

  
	
  Published:

  	
   

  	
  1Dec86

  
	
  Registered:

  	
   

  	
  27Mar87

  
	
  Title
  on © Application:

  	
   

  	
  Guess Club with palm
  tree.

  
	
  Author
  on © Application:

  	
   

  	
  Guess?, Inc., employer
  for hire.

  
	
  Miscellaneous:

  	
   

  	
  C.O. corres.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  48.
  Registration Number:

  	
   

  	
  VA-286-789

  
	
  Title:

  	
   

  	
  Guess.

  
	
  Description:

  	
   

  	
  art reproduction :
  silkscreened T-shirt.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Name
  in © Notice:

  	
   

  	
  notice: Guess? Kids

  
	
  Created:

  	
   

  	
  1987

  
	
  Published:

  	
   

  	
  1Jan87

  
	
  Registered:

  	
   

  	
  27Mar87

  
	
  Date
  in © Notice:

  	
   

  	
  notice: 1986

  
	
  Title
  on © Application:

  	
   

  	
  Guess jeans surf.

  
	
  Author
  on © Application:

  	
   

  	
  Guess?, Inc.,
  employer for hire.

  
	
  Miscellaneous:

  	
   

  	
  C.O. corres.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  49.
  Registration Number:

  	
   

  	
  VA-286-937

  
	
  Title:

  	
   

  	
  Guess men / ad Paul
  Marciano ; photo Wayne Maser.

  
	
  Description:

  	
   

  	
  photoprints :
  advertisement.

  
	
  In:

  	
   

  	
  M Magazine,
  Mar. 1987

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Published:

  	
   

  	
  1Aug86

  
	
  Registered:

  	
   

  	
  5Mar87

  
	
  Title
  on © Application:

  	
   

  	
  Bandera Rodeo shoot.

  
	
  Author
  on © Application:

  	
   

  	
  Guess?, Inc.,
  employer for hire.

  
	
  Miscellaneous:

  	
   

  	
  C.O. corres.

  
	
  Special
  Codes:

  	
   

  	
  5/S/L

  
	
   

  	
   

  	
   

  
	
  50.
  Registration Number:

  	
   

  	
  VA-286-938

  
	
  Title:

  	
   

  	
  Guess jeans / ad Paul
  Marciano ; photo Wayne Maser.

  
	
  Description:

  	
   

  	
  photoprints :
  advertisement.

  
	
  In:

  	
   

  	
  Mademoiselle

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Published:

  	
   

  	
  1Feb86

  
	
  Registered:

  	
   

  	
  5Mar87

  
	
  Title
  on © Application:

  	
   

  	
  Austin shoot.

  
	
  Author
  on © Application:

  	
   

  	
  Guess?, Inc.,
  employer for hire.

  
	
  Miscellaneous:

  	
   

  	
  C.O. corres.

  
	
  Special
  Codes:

  	
   

  	
  5/S/L

  
	
   

  	
   

  	
   

  
	
  51.
  Registration Number:

  	
   

  	
  VA-286-939

  
	
  Title:

  	
   

  	
  Guess jeans / ad Paul
  Marciano ; photo Wayne Maser.

  
	
  Description:

  	
   

  	
  photoprints :
  advertisement.

  
	
  In:

  	
   

  	
  W Magazine,
  Aug. 1986

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Published:

  	
   

  	
  1Jun86

  
	
  Registered:

  	
   

  	
  5Mar87

  
	
  Title
  on © Application:

  	
   

  	
  Second Austin shoot.

  
	
  Author
  on © Application:

  	
   

  	
  Guess?, Inc.,
  employer for hire.

  
	
  Miscellaneous:

  	
   

  	
  C.O. corres.

  
	
  Special
  Codes:

  	
   

  	
  5/S/L

  
	
   

  	
   

  	
   

  
	
  52.
  Registration Number:

  	
   

  	
  VA-287-298

  
	
  Title:

  	
   

  	
  Baseball player.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Published:

  	
   

  	
  1Feb87

  
	
  Registered:

  	
   

  	
  27Mar87

  
	
  Miscellaneous:

  	
   

  	
  C.O. corres.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  53.
  Registration Number:

  	
   

  	
  VA-287-299

  
	
  Title:

  	
   

  	
  Miro.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Published:

  	
   

  	
  1Feb87

  
	
  Registered:

  	
   

  	
  27Mar87

  
	
  Miscellaneous:

  	
   

  	
  C.O. corres.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  54.
  Registration Number:

  	
   

  	
  VA-293-676

  
	
  Title:

  	
   

  	
  [Paris shoot]

  
	
  Description:

  	
   

  	
  commercial prints :
  advertisement.

  
	
  Note:

  	
   

  	
  Title from appl.

  
	
  In:

  	
   

  	
  Vogue, Oct. 1987,
  p. 59, etc.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Published:

  	
   

  	
  1Sep87

  
	
  Registered:

  	
   

  	
  5Nov87

  
	
  Miscellaneous:

  	
   

  	
  C.O. corres.

  
	
  Special
  Codes:

  	
   

  	
  5/S/L

  
	
   

  	
   

  	
   

  
	
  55.
  Registration Number:

  	
   

  	
  VA-294-163

  
	
  Title:

  	
   

  	
  [Paris shoot]

  
	
  Description:

  	
   

  	
  commercial prints :
  advertisements.

  
	
  Note:

  	
   

  	
  Title from appl.

  
	
  In:

  	
   

  	
  Elle magazine,
  Oct. 1987, p. 56-57

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Published:

  	
   

  	
  1Sep87

  
	
  Registered:

  	
   

  	
  19Feb88

  
	
  Miscellaneous:

  	
   

  	
  C.O. corres.

  
	
  Special
  Codes:

  	
   

  	
  5/S/L

  
	
   

  	
   

  	
   

  
	
  56.
  Registration Number:

  	
   

  	
  VA-294-164

  
	
  Title:

  	
   

  	
  [Paris shoot]

  
	
  Description:

  	
   

  	
  commercial prints :
  advertisements.

  
	
  Note:

  	
   

  	
  Title from appl.

  
	
  In:

  	
   

  	
  Vogue magazine, Sept.
  1987, p. 101-111

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Published:

  	
   

  	
  1Sep87

  
	
  Registered:

  	
   

  	
  19Feb88

  
	
  Miscellaneous:

  	
   

  	
  C.O. corres.

  
	
  Special
  Codes:

  	
   

  	
  5/S/L

  
	
   

  	
   

  	
   

  
	
  57.
  Registration Number:

  	
   

  	
  VA-294-353

  
	
  Title:

  	
   

  	
  Guess.

  
	
  Description:

  	
   

  	
  art reproduction :
  design on T-shirt.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1985

  
	
  Published:

  	
   

  	
  15May85

  
	
  Registered:

  	
   

  	
  5Feb88

  
	
  Title
  on © Application:

  	
   

  	
  Teddy bear.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  58.
  Registration Number:

  	
   

  	
  VA-298-300

  
	
  Title:

  	
   

  	
  [Spain shoot]

  
	
  Description:

  	
   

  	
  6 commercial prints :
  advertisements.

  
	
  Note:

  	
   

  	
  Title from appl.

  
	
  In:

  	
   

  	
  Mademoiselle magazine,
  Mar. 1988, p. 228-233

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Published:

  	
   

  	
  15Feb88

  
	
  Registered:

  	
   

  	
  19Feb88

  
	
  Previous
  Related Version:

  	
   

  	
  Appl.
  states photos which appeared in tVanity fair magazine, Dec. 1, 1987 and
  Interview magazine, Feb. 1, 1988 are preexisting material.

  
	
  Claim
  Limit:

  	
   

  	
  NEW MATTER: “new and
  additional photographic material.”

  
	
  Special
  Codes:

  	
   

  	
  5/S/L

  
	
   

  	
   

  	
   

  
	
  59.
  Registration Number:

  	
   

  	
  VA-298-301

  
	
  Title:

  	
   

  	
  [Spain shoot]

  
	
  Description:

  	
   

  	
  5 commercial prints :
  advertisements.

  
	
  Note:

  	
   

  	
  Title from appl.

  
	
  In:

  	
   

  	
  Vanity fair magazine,
  Dec. 1987, p. 19-23

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Published:

  	
   

  	
  1Dec87

  
	
  Registered:

  	
   

  	
  19Feb88

  
	
  Special
  Codes:

  	
   

  	
  5/S/L

  
	
   

  	
   

  	
   

  
	
  60.
  Registration Number:

  	
   

  	
  VA-298-302

  
	
  Title:

  	
   

  	
  [Spain shoot]

  
	
  Description:

  	
   

  	
  commercial prints :
  advertisements.

  
	
  Note:

  	
   

  	
  Title from appl.

  
	
  In:

  	
   

  	
  Interview magazine,
  Feb. 1988, p. 45-50

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Published:

  	
   

  	
  1Feb88

  
	
  Registered:

  	
   

  	
  19Feb88

  
	
  Previous
  Related Version:

  	
   

  	
  Appl.
  states photos pub. in Vanity fair magazine, Dec. 1, 1987 are preexisting
  material.

  
	
  Claim
  Limit:

  	
   

  	
  NEW MATTER: “new and
  additional photographic material.”

  
	
  Special
  Codes:

  	
   

  	
  5/S/L

  
	
   

  	
   

  	
   

  
	
  61.
  Registration Number:

  	
   

  	
  VA-298-634

  
	
  Title:

  	
   

  	
  [Surfing guy] / Georges
  Marciano.

  
	
  Description:

  	
   

  	
  art reproduction :
  T-shirt.

  
	
  Note:

  	
   

  	
  Title from appl.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Name
  in © Notice:

  	
   

  	
  notice:
  Guess, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Published:

  	
   

  	
  1Sep87

  
	
  Registered:

  	
   

  	
  8Apr88

  
	
  Author
  on © Application:

  	
   

  	
  Guess?, Inc.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
  Cross
  Reference:

  	
   

  	
  acGuess, Inc. SEE
  Guess?, Inc.

  



 

















 


	
  62.
  Registration Number:

  	
   

  	
  VA-298-635

  
	
  Title:

  	
   

  	
  Guess jeans.

  
	
  Description:

  	
   

  	
  art reproduction :
  T-shirt.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Published:

  	
   

  	
  1Sep87

  
	
  Registered:

  	
   

  	
  8Apr88

  
	
  Title
  on © Application:

  	
   

  	
  Guess with palm trees
  design.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  63.
  Registration Number:

  	
   

  	
  VA-298-636

  
	
  Title:

  	
   

  	
  Guess jeans, north
  shore surfing.

  
	
  Description:

  	
   

  	
  art reproduction :
  T-shirt.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Name
  in © Notice:

  	
   

  	
  notice:
  Guess, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Published:

  	
   

  	
  1Sep87

  
	
  Registered:

  	
   

  	
  8Apr88

  
	
  Title
  on © Application:

  	
   

  	
  North shore surfing.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  64.
  Registration Number:

  	
   

  	
  VA-307-650

  
	
  Title:

  	
   

  	
  Original nerd.

  
	
  Description:

  	
   

  	
  art reproduction :
  T-shirt design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Published:

  	
   

  	
  30Jan88

  
	
  Registered:

  	
   

  	
  24May88

  
	
  Title
  on © Application:

  	
   

  	
  Nerd.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  65.
  Registration Number:

  	
   

  	
  VA-308-751

  
	
  Title:

  	
   

  	
  Wear to win.

  
	
  Description:

  	
   

  	
  art reproduction :
  design for clothing.

  
	
  Note:

  	
   

  	
  Additional title from
  copy: Summer Games 1988.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Published:

  	
   

  	
  30Jan88

  
	
  Registered:

  	
   

  	
  14Jun88

  
	
  Title
  on © Application:

  	
   

  	
  Win to wear.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  66.
  Registration Number:

  	
   

  	
  VA-308-752

  
	
  Title:

  	
   

  	
  [Alligator]

  
	
  Description:

  	
   

  	
  art reproduction :
  design for clothing.

  
	
  Note:

  	
   

  	
  Title from appl.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Published:

  	
   

  	
  30Nov87

  
	
  Registered:

  	
   

  	
  14Jun88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  67.
  Registration Number:

  	
   

  	
  VA-308-753

  
	
  Title:

  	
   

  	
  [Beach scene]

  
	
  Description:

  	
   

  	
  art reproduction :
  design for clothing.

  
	
  Note:

  	
   

  	
  Title from appl.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Published:

  	
   

  	
  30Nov87

  
	
  Registered:

  	
   

  	
  14Jun88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  68.
  Registration Number:

  	
   

  	
  VA-308-754

  
	
  Title:

  	
   

  	
  [Girl bear]

  
	
  Description:

  	
   

  	
  art reproduction :
  design for clothing.

  
	
  Note:

  	
   

  	
  Title from appl.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Published:

  	
   

  	
  30Nov87

  
	
  Registered:

  	
   

  	
  14Jun88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  69.
  Registration Number:

  	
   

  	
  VA-309-080

  
	
  Title:

  	
   

  	
  Guess quartz.

  
	
  Description:

  	
   

  	
  sculpture : watch
  design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Published:

  	
   

  	
  1Apr88

  
	
  Registered:

  	
   

  	
  14Jun88

  
	
  Date
  in © Notice:

  	
   

  	
  notice: 1987

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  70.
  Registration Number:

  	
   

  	
  VA-311-195

  
	
  Title:

  	
   

  	
  Pelican.

  
	
  Description:

  	
   

  	
  art reproduction :
  silkscreened T-shirt.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Published:

  	
   

  	
  30Nov87

  
	
  Registered:

  	
   

  	
  14Jun88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  71.
  Registration Number:

  	
   

  	
  VA-311-415

  
	
  Title:

  	
   

  	
  [Boy bear]

  
	
  Description:

  	
   

  	
  art reproduction :
  T-shirt.

  
	
  Note:

  	
   

  	
  Title from appl.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Published:

  	
   

  	
  30Nov87

  
	
  Registered:

  	
   

  	
  14Jun88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  72.
  Registration Number:

  	
   

  	
  VA-321-018

  
	
  Title:

  	
   

  	
  Love bear : style
  91573.

  
	
  Description:

  	
   

  	
  art reproduction :
  silkscreened shirt.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Published:

  	
   

  	
  25May87

  
	
  Registered:

  	
   

  	
  3Dec87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  73.
  Registration Number:

  	
   

  	
  VA-321-669

  
	
  Title:

  	
   

  	
  Guess.

  
	
  Description:

  	
   

  	
  art reproduction :
  T-shirt.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Published:

  	
   

  	
  1Sep88

  
	
  Registered:

  	
   

  	
  30Sep88

  
	
  Title
  on © Application:

  	
   

  	
  Guess bouquet.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  74.
  Registration Number:

  	
   

  	
  VA-332-972

  
	
  Title:

  	
   

  	
  Guess dogs.

  
	
  Description:

  	
   

  	
  art reproduction.

  
	
  Note:

  	
   

  	
  Additional title from
  copy: Guess jeans.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Published:

  	
   

  	
  30May88

  
	
  Registered:

  	
   

  	
  12Jul88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  75.
  Registration Number:

  	
   

  	
  VA-349-687

  
	
  Title:

  	
   

  	
  Giraffe.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Name
  in © Notice:

  	
   

  	
  Baby Guess, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Published:

  	
   

  	
  1Mar88

  
	
  Registered:

  	
   

  	
  3Apr89

  
	
  Date
  in © Notice:

  	
   

  	
  notice: 1987

  
	
  Author
  on © Application:

  	
   

  	
  Guess?, Inc.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  76.
  Registration Number:

  	
   

  	
  VA-349-688

  
	
  Title:

  	
   

  	
  Circus : no. 14.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Name
  in © Notice:

  	
   

  	
  Baby Guess, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Published:

  	
   

  	
  1Sep88

  
	
  Registered:

  	
   

  	
  3Apr89

  
	
  Title
  on © Application:

  	
   

  	
  Elephant circus.

  
	
  Author
  on © Application:

  	
   

  	
  Guess?, Inc.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  77.
  Registration Number:

  	
   

  	
  VA-349-689

  
	
  Title:

  	
   

  	
  Zebra : style 9100.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Name
  in © Notice:

  	
   

  	
  Baby Guess, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Published:

  	
   

  	
  1Mar88

  
	
  Registered:

  	
   

  	
  3Apr89

  
	
  Date
  in © Notice:

  	
   

  	
  notice: 1987

  
	
  Author
  on © Application:

  	
   

  	
  Guess?, Inc.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  78.
  Registration Number:

  	
   

  	
  VA-349-690

  
	
  Title:

  	
   

  	
  Panda : style 9100.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Name
  in © Notice:

  	
   

  	
  Baby Guess, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Published:

  	
   

  	
  1Mar88

  
	
  Registered:

  	
   

  	
  3Apr89

  
	
  Date
  in © Notice:

  	
   

  	
  notice: 1987

  
	
  Title
  on © Application:

  	
   

  	
  Panda bear.

  
	
  Author
  on © Application:

  	
   

  	
  Guess?, Inc.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  79.
  Registration Number:

  	
   

  	
  VA-349-691

  
	
  Title:

  	
   

  	
  Classic Baby Guess auto
  1955.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Published:

  	
   

  	
  1Sep87

  
	
  Registered:

  	
   

  	
  3Apr89

  
	
  Title
  on © Application:

  	
   

  	
  Baby Guess classic.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  80.
  Registration Number:

  	
   

  	
  VA-349-692

  
	
  Title:

  	
   

  	
  The Original league.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Name
  in © Notice:

  	
   

  	
  Baby Guess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Published:

  	
   

  	
  1Sep88

  
	
  Registered:

  	
   

  	
  3Apr89

  
	
  Title
  on © Application:

  	
   

  	
  Football.

  
	
  Author
  on © Application:

  	
   

  	
  Guess?, Inc.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  81.
  Registration Number:

  	
   

  	
  VA-349-693

  
	
  Title:

  	
   

  	
  Circus : no. 11.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Name
  in © Notice:

  	
   

  	
  Baby Guess, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Published:

  	
   

  	
  1Sep88

  
	
  Registered:

  	
   

  	
  3Apr89

  
	
  Title
  on © Application:

  	
   

  	
  Circus balloon.

  
	
  Author
  on © Application:

  	
   

  	
  Guess?, Inc.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 
















 


	
  82.
  Registration Number:

  	
   

  	
  VA-350-222

  
	
  Title:

  	
   

  	
  Guess Eyewear / by
  George Marciano.

  
	
  Description:

  	
   

  	
  commercial print : advertisement.

  
	
  In:

  	
   

  	
  Elle, Mar. 1988, p. 194-195

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Published:

  	
   

  	
  1Mar88

  
	
  Registered:

  	
   

  	
  2Mar88

  
	
  Author
  on © Application:

  	
   

  	
  Guess?, Inc.

  
	
  Special
  Codes:

  	
   

  	
  5/S/L

  
	
   

  	
   

  	
   

  
	
  83.
  Registration Number:

  	
   

  	
  VA-400-339

  
	
  Title:

  	
   

  	
  Lego challis.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1989

  
	
  Published:

  	
   

  	
  3Apr90

  
	
  Registered:

  	
   

  	
  20Apr90

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  84.
  Registration Number:

  	
   

  	
  VA-459-489

  
	
  Title:

  	
   

  	
  [Foxy lifeguard]

  
	
  Description:

  	
   

  	
  art reproduction :
  T-shirt.

  
	
  Note:

  	
   

  	
  Title from appl.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1990

  
	
  Published:

  	
   

  	
  1Apr91

  
	
  Registered:

  	
   

  	
  6May91

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  85.
  Registration Number:

  	
   

  	
  VA-459-490

  
	
  Title:

  	
   

  	
  Surfing Foxy.

  
	
  Description:

  	
   

  	
  art reproduction :
  T-shirt.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1990

  
	
  Published:

  	
   

  	
  1Apr91

  
	
  Registered:

  	
   

  	
  6May91

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  86.
  Registration Number:

  	
   

  	
  VA-459-491

  
	
  Title:

  	
   

  	
  Indian head.

  
	
  Description:

  	
   

  	
  art reproduction :
  T-shirt.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1990

  
	
  Published:

  	
   

  	
  1Apr91

  
	
  Registered:

  	
   

  	
  6May91

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  87.
  Registration Number:

  	
   

  	
  VA-459-492

  
	
  Title:

  	
   

  	
  Foxy scuba diver.

  
	
  Description:

  	
   

  	
  art reproduction :
  T-shirt.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1990

  
	
  Published:

  	
   

  	
  1Apr91

  
	
  Registered:

  	
   

  	
  6May91

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  88.
  Registration Number:

  	
   

  	
  VA-459-696

  
	
  Title:

  	
   

  	
  Foxy triplets.

  
	
  Description:

  	
   

  	
  art reproduction :
  design on T-shirt.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1990

  
	
  Published:

  	
   

  	
  1Apr91

  
	
  Registered:

  	
   

  	
  16May91

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  89.
  Registration Number:

  	
   

  	
  VA-529-848

  
	
  Title:

  	
   

  	
  [Los Angeles/Mojave
  shoot]

  
	
  Description:

  	
   

  	
  2 photos.

  
	
  Note:

  	
   

  	
  Title from appl.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1991

  
	
  Published:

  	
   

  	
  27Jan92

  
	
  Registered:

  	
   

  	
  26Oct92

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  90.
  Registration Number:

  	
   

  	
  VA-548-461

  
	
  Title:

  	
   

  	
  [Las Vegas shoot]

  
	
  Description:

  	
   

  	
  Advertisements.

  
	
  Note:

  	
   

  	
  Title from appl.

  
	
  In:

  	
   

  	
  W,
  June 24-July 1, 1991, p. 5, etc.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1991

  
	
  Published:

  	
   

  	
  24Jun91

  
	
  Registered:

  	
   

  	
  2Nov92

  
	
  Miscellaneous:

  	
   

  	
  C.O. corres.

  
	
  Special
  Codes:

  	
   

  	
  5/S/L

  
	
   

  	
   

  	
   

  
	
  91.
  Registration Number:

  	
   

  	
  VA-559-054

  
	
  Title:

  	
   

  	
  Guess jeans.

  
	
  Description:

  	
   

  	
  commercial print : advertisement.

  
	
  In:

  	
   

  	
  Vogue, Sept. 1987, p. 108-109

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Published:

  	
   

  	
  1Sep87

  
	
  Registered:

  	
   

  	
  26Oct92

  
	
  Title
  on © Application:

  	
   

  	
  Paris shoot.

  
	
  Miscellaneous:

  	
   

  	
  C.O. corres.

  
	
  Special
  Codes:

  	
   

  	
  5/S/L

  



 

















 


	
  92.
  Registration Number:

  	
   

  	
  VA-568-655

  
	
  Title:

  	
   

  	
  Guess.

  
	
  Description:

  	
   

  	
  Art reproduction.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1992

  
	
  Published:

  	
   

  	
  8Feb93

  
	
  Registered:

  	
   

  	
  5Apr93

  
	
  Title
  on © Application:

  	
   

  	
  Wild Guess triangle.

  
	
  Author
  on © Application:

  	
   

  	
  Guess, Inc., &
  DIC Merchandising Enterprises, Inc., employers for hire.

  
	
  Miscellaneous:

  	
   

  	
  C.O. corres.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  93.
  Registration Number:

  	
   

  	
  VA-569-102

  
	
  Title:

  	
   

  	
  Wild Guess?

  
	
  Description:

  	
   

  	
  art reproduction.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1992

  
	
  Published:

  	
   

  	
  8Feb93

  
	
  Registered:

  	
   

  	
  22Jun93

  
	
  Title
  on © Application:

  	
   

  	
  Wild Guess triangle
  with animals.

  
	
  Author
  on © Application:

  	
   

  	
  Guess, Inc., &
  DIC Merchandising Enterprises, Inc., employers for hire.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  94.
  Registration Number:

  	
   

  	
  VA-612-568

  
	
  Title:

  	
   

  	
  Guess USA : style 015,
  050, 075 / by Georges Marciano.

  
	
  Description:

  	
   

  	
  Product packaging.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.
  (employer for hire)

  
	
  Created:

  	
   

  	
  1992

  
	
  Published:

  	
   

  	
  21Aug92

  
	
  Registered:

  	
   

  	
  27Dec93

  
	
  Title
  on © Application:

  	
   

  	
  Guess Jeans an American
  tradition.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  95.
  Registration Number:

  	
   

  	
  VA-903-975

  
	
  Title:

  	
   

  	
  F 31.

  
	
  Description:

  	
   

  	
  Photoprint.

  
	
  Note:

  	
   

  	
  Design for
  advertisement.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1997

  
	
  Published:

  	
   

  	
  15Jan97

  
	
  Registered:

  	
   

  	
  9Feb98

  
	
  Title
  on © Application:

  	
   

  	
  Negative no. F 31.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  96.
  Registration Number:

  	
   

  	
  VA-903-976

  
	
  Title:

  	
   

  	
  F 30.

  
	
  Description:

  	
   

  	
  Photoprint.

  
	
  Note:

  	
   

  	
  Design for
  advertisement.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1997

  
	
  Published:

  	
   

  	
  15Jan97

  
	
  Registered:

  	
   

  	
  9Feb98

  
	
  Title
  on © Application:

  	
   

  	
  Negative no. F 30.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  97.
  Registration Number:

  	
   

  	
  VA-903-977

  
	
  Title:

  	
   

  	
  F 26.

  
	
  Description:

  	
   

  	
  Photoprint.

  
	
  Note:

  	
   

  	
  Design for
  advertisement.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1997

  
	
  Published:

  	
   

  	
  15Jan97

  
	
  Registered:

  	
   

  	
  9Feb98

  
	
  Title
  on © Application:

  	
   

  	
  Negative no. F 26.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  98.
  Registration Number:

  	
   

  	
  VA-903-978

  
	
  Title:

  	
   

  	
  F 27.

  
	
  Description:

  	
   

  	
  Photoprint.

  
	
  Note:

  	
   

  	
  Design for
  advertisement.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1997

  
	
  Published:

  	
   

  	
  15Jan97

  
	
  Registered:

  	
   

  	
  9Feb98

  
	
  Title
  on © Application:

  	
   

  	
  Negative no. F 27.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  99.
  Registration Number:

  	
   

  	
  VA-903-979

  
	
  Title:

  	
   

  	
  F 25.

  
	
  Description:

  	
   

  	
  Photoprint.

  
	
  Note:

  	
   

  	
  Design for
  advertisement.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1997

  
	
  Published:

  	
   

  	
  15Jan97

  
	
  Registered:

  	
   

  	
  9Feb98

  
	
  Title
  on © Application:

  	
   

  	
  Negative no. F 25.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  100.
  Registration Number:

  	
   

  	
  VA-903-980

  
	
  Title:

  	
   

  	
  F 23.

  
	
  Description:

  	
   

  	
  Photoprint.

  
	
  Note:

  	
   

  	
  Design for
  advertisement.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1997

  
	
  Published:

  	
   

  	
  15Jan97

  
	
  Registered:

  	
   

  	
  9Feb98

  
	
  Title
  on © Application:

  	
   

  	
  Negative no. F 23.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  101.
  Registration Number:

  	
   

  	
  VA-903-981

  
	
  Title:

  	
   

  	
  F 16.

  
	
  Description:

  	
   

  	
  Photoprint.

  
	
  Note:

  	
   

  	
  Design for
  advertisement.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1997

  
	
  Published:

  	
   

  	
  15Jan97

  
	
  Registered:

  	
   

  	
  9Feb98

  
	
  Title
  on © Application:

  	
   

  	
  Negative no. F 16.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  102.
  Registration Number:

  	
   

  	
  VA-903-982

  
	
  Title:

  	
   

  	
  F 17.

  
	
  Description:

  	
   

  	
  Photoprint.

  
	
  Note:

  	
   

  	
  Design for
  advertisement.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1997

  
	
  Published:

  	
   

  	
  15Jan97

  
	
  Registered:

  	
   

  	
  9Feb98

  
	
  Title
  on © Application:

  	
   

  	
  Negative no. F 17.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  103.
  Registration Number:

  	
   

  	
  VA-903-983

  
	
  Title:

  	
   

  	
  F 15.

  
	
  Description:

  	
   

  	
  Photoprint.

  
	
  Note:

  	
   

  	
  Design for
  advertisement.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1997

  
	
  Published:

  	
   

  	
  15Jan98

  
	
  Registered:

  	
   

  	
  9Feb98

  
	
  Title
  on © Application:

  	
   

  	
  Negative no. F 15.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  104.
  Registration Number:

  	
   

  	
  VA-903-984

  
	
  Title:

  	
   

  	
  F 14.

  
	
  Description:

  	
   

  	
  Photoprint.

  
	
  Note:

  	
   

  	
  Design for
  advertisement.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1997

  
	
  Published:

  	
   

  	
  15Jan97

  
	
  Registered:

  	
   

  	
  9Feb98

  
	
  Title
  on © Application:

  	
   

  	
  Negative no. F 14.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  105.
  Registration Number:

  	
   

  	
  VA-903-985

  
	
  Title:

  	
   

  	
  F 13.

  
	
  Description:

  	
   

  	
  Photoprint.

  
	
  Note:

  	
   

  	
  Design for
  advertisement.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1997

  
	
  Published:

  	
   

  	
  15Jan97

  
	
  Registered:

  	
   

  	
  9Feb98

  
	
  Title
  on © Application:

  	
   

  	
  Negative no. F 13.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  106.
  Registration Number:

  	
   

  	
  VA-903-986

  
	
  Title:

  	
   

  	
  F 10.

  
	
  Description:

  	
   

  	
  Photoprint.

  
	
  Note:

  	
   

  	
  Design for
  advertisement.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1997

  
	
  Published:

  	
   

  	
  15Jan97

  
	
  Registered:

  	
   

  	
  9Feb98

  
	
  Title
  on © Application:

  	
   

  	
  Negative no. F 10.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  107.
  Registration Number:

  	
   

  	
  VA-903-987

  
	
  Title:

  	
   

  	
  F 9.

  
	
  Description:

  	
   

  	
  Photoprint.

  
	
  Note:

  	
   

  	
  Design for
  advertisement.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1997

  
	
  Published:

  	
   

  	
  15Jan97

  
	
  Registered:

  	
   

  	
  9Feb98

  
	
  Title
  on © Application:

  	
   

  	
  Negative no. F 9.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  108.
  Registration Number:

  	
   

  	
  VA-903-988

  
	
  Title:

  	
   

  	
  F 5.

  
	
  Description:

  	
   

  	
  Photoprint.

  
	
  Note:

  	
   

  	
  Design for
  advertisement.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1997

  
	
  Published:

  	
   

  	
  15Jan97

  
	
  Registered:

  	
   

  	
  9Feb98

  
	
  Title
  on © Application:

  	
   

  	
  Negative no. F 5.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  109.
  Registration Number:

  	
   

  	
  VA-903-989

  
	
  Title:

  	
   

  	
  Guess collection.

  
	
  Description:

  	
   

  	
  Photoprint.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1997

  
	
  Published:

  	
   

  	
  15Jan97

  
	
  Registered:

  	
   

  	
  9Feb98

  
	
  Title
  on © Application:

  	
   

  	
  Negative no. F3.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  110.
  Registration Number:

  	
   

  	
  VA-1-077-176

  
	
  Title:

  	
   

  	
  Guess Jeans 2001, love
  story / photographed by aRaphael Mazzucco.

  
	
  Description:

  	
   

  	
  1 v.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.
  (employer for hire)

  
	
  Created:

  	
   

  	
  2001

  
	
  Published:

  	
   

  	
  *Feb01

  
	
  Registered:

  	
   

  	
  2Apr01

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  111.
  Registration Number:

  	
   

  	
  VA-1-135-669

  
	
  Title:

  	
   

  	
  Set me free. /
  Photography by aRaphael Mazzucco.

  
	
  Description:

  	
   

  	
  1 v.

  
	
  Series:

  	
   

  	
  Guess ; winter 2001

  
	
  Note:

  	
   

  	
  Photos.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.
  (employer for hire)

  
	
  Created:

  	
   

  	
  2001

  
	
  Published:

  	
   

  	
  17Aug01

  
	
  Registered:

  	
   

  	
  13Nov01

  
	
  Special
  Codes:

  	
   

  	
  5/S/L

  



 

















 


	
  112.
  Registration Number:

  	
   

  	
  VA-1-155-856

  
	
  Title:

  	
   

  	
  The restless heart /
  created by Paul Marciano ; photography,Raphael Mazzucco.

  
	
  Description:

  	
   

  	
  1 v.

  
	
  Note:

  	
   

  	
  Photoprints.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.
  (employer for hire)

  
	
  Created:

  	
   

  	
  2002

  
	
  Published:

  	
   

  	
  *Aug02

  
	
  Registered:

  	
   

  	
  30Sep02

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  113.
  Registration Number:

  	
   

  	
  VA-1-161-215

  
	
  Title:

  	
   

  	
  Peace & love,
  spring 2002 / photography by aRaphael Mazzucco.

  
	
  Description:

  	
   

  	
  1 v.

  
	
  Note:

  	
   

  	
  Photos.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.
  (employer for hire)

  
	
  Created:

  	
   

  	
  2002

  
	
  Published:

  	
   

  	
  25Jan02

  
	
  Registered:

  	
   

  	
  7Feb02

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  114.
  Registration Number:

  	
   

  	
  VA-1-295-294

  
	
  Title:

  	
   

  	
  Guess spring 2004
  footwear catalogue.

  
	
  Description:

  	
   

  	
  Photos.

  
	
  Note:

  	
   

  	
  Cataloged from appl.
  only.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  2004

  
	
  Published:

  	
   

  	
  1Jan04

  
	
  Registered:

  	
   

  	
  19Jan05

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  115.
  Registration Number:

  	
   

  	
  VA-1-295-295

  
	
  Title:

  	
   

  	
  Guess by Marciano fall
  2004 accessories catalogue : catalogue no. 137.

  
	
  Description:

  	
   

  	
  Photos.

  
	
  Note:

  	
   

  	
  Cataloged from appl.
  only.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  2004

  
	
  Published:

  	
   

  	
  1Jul04

  
	
  Registered:

  	
   

  	
  19Jan05

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  116.
  Registration Number:

  	
   

  	
  VA-1-295-296

  
	
  Title:

  	
   

  	
  Guess by Marciano
  spring 2004 catalogue.

  
	
  Description:

  	
   

  	
  Photos.

  
	
  Note:

  	
   

  	
  Cataloged from appl.
  only.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  2004

  
	
  Published:

  	
   

  	
  1Jan04

  
	
  Registered:

  	
   

  	
  19Jan05

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  117.
  Registration Number:

  	
   

  	
  VA-1-295-297

  
	
  Title:

  	
   

  	
  Guess spring 2004 image
  catalogue.

  
	
  Description:

  	
   

  	
  Photos.

  
	
  Note:

  	
   

  	
  Cataloged from appl.
  only.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  2004

  
	
  Published:

  	
   

  	
  1Jan04

  
	
  Registered:

  	
   

  	
  19Jan05

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  118.
  Registration Number:

  	
   

  	
  VA-1-295-298

  
	
  Title:

  	
   

  	
  Guess? image history.

  
	
  Description:

  	
   

  	
  Photos.

  
	
  Note:

  	
   

  	
  Cataloged from appl.
  only.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  2004

  
	
  Published:

  	
   

  	
  1Sep04

  
	
  Registered:

  	
   

  	
  19Jan05

  
	
  Previous
  Related Version:

  	
   

  	
  Appl. identifies 16
  prev. reg. photos as preexisting.

  
	
  Claim
  Limit:

  	
   

  	
  NEW MATTER: text and
  selection, compilation and arr. of photos.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  119.
  Registration Number:

  	
   

  	
  VA-1-295-299

  
	
  Title:

  	
   

  	
  Marciano fall 2004 catalogue.

  
	
  Description:

  	
   

  	
  Photos.

  
	
  Note:

  	
   

  	
  Cataloged from appl.
  only.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  2004

  
	
  Published:

  	
   

  	
  1Jul04

  
	
  Registered:

  	
   

  	
  19Jan05

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  120.
  Registration Number:

  	
   

  	
  VA-1-295-300

  
	
  Title:

  	
   

  	
  Guess by Marciano fall
  2004 catalogue.

  
	
  Description:

  	
   

  	
  Photos.

  
	
  Note:

  	
   

  	
  Cataloged from appl.
  only.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  2004

  
	
  Published:

  	
   

  	
  1Jul04

  
	
  Registered:

  	
   

  	
  19Jan05

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  121.
  Registration Number:

  	
   

  	
  VA-1-295-301

  
	
  Title:

  	
   

  	
  Guess spring/summer
  2004 kids catalogue.

  
	
  Description:

  	
   

  	
  Photos.

  
	
  Note:

  	
   

  	
  Cataloged from appl.
  only.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  2004

  
	
  Published:

  	
   

  	
  1Jan04

  
	
  Registered:

  	
   

  	
  19Jan05

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  122.
  Registration Number:

  	
   

  	
  VA-1-295-302

  
	
  Title:

  	
   

  	
  Guess by Marciano fall
  2004 catalogue.

  
	
  Description:

  	
   

  	
  Photos.

  
	
  Note:

  	
   

  	
  Cataloged from appl.
  only.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  2004

  
	
  Published:

  	
   

  	
  1Jun04

  
	
  Registered:

  	
   

  	
  19Jan05

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  123.
  Registration Number:

  	
   

  	
  VA-1-295-303

  
	
  Title:

  	
   

  	
  Guess fall 2004 kids
  catalogue.

  
	
  Description:

  	
   

  	
  Photos.

  
	
  Note:

  	
   

  	
  Cataloged from appl.
  only.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  2004

  
	
  Published:

  	
   

  	
  1Jun04

  
	
  Registered:

  	
   

  	
  19Jan05

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  124.
  Registration Number:

  	
   

  	
  VA-1-295-304

  
	
  Title:

  	
   

  	
  Guess spring 2004
  accessories catalogue : catalogue no. 130.

  
	
  Description:

  	
   

  	
  Photos.

  
	
  Note:

  	
   

  	
  Cataloged from appl.
  only.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  2004

  
	
  Published:

  	
   

  	
  1Jan04

  
	
  Registered:

  	
   

  	
  19Jan05

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  125.
  Registration Number:

  	
   

  	
  VA-1-295-305

  
	
  Title:

  	
   

  	
  Gc Guess collection
  fall 2003 catalogue : catalogue no. 124.

  
	
  Description:

  	
   

  	
  Photos.

  
	
  Note:

  	
   

  	
  Cataloged from appl.
  only.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  2003

  
	
  Published:

  	
   

  	
  1Jun03

  
	
  Registered:

  	
   

  	
  19Jan05

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  126.
  Registration Number:

  	
   

  	
  VA-1-295-306

  
	
  Title:

  	
   

  	
  Une nuit blanche a
  Paris : catalogue no. 123 = A white night in Paris.

  
	
  Description:

  	
   

  	
  Photos.

  
	
  Note:

  	
   

  	
  Cataloged from appl.
  only.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  2003

  
	
  Published:

  	
   

  	
  1Mar03

  
	
  Registered:

  	
   

  	
  19Jan05

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  127.
  Registration Number:

  	
   

  	
  VAu-92-456

  
	
  Title:

  	
   

  	
  Cowboy print.

  
	
  Note:

  	
   

  	
  Cataloged from appl.
  only.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Registered:

  	
   

  	
  2May86

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  128.
  Registration Number:

  	
   

  	
  VAu-94-601

  
	
  Title:

  	
   

  	
  Salmon print.

  
	
  Note:

  	
   

  	
  Cataloged from appl.
  only.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Registered:

  	
   

  	
  2May86

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  129.
  Registration Number:

  	
   

  	
  VAu-95-669

  
	
  Title:

  	
   

  	
  Guess 10,000 mile
  club—driven to quality : Guess.

  
	
  Note:

  	
   

  	
  Cataloged from appl.
  only.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Registered:

  	
   

  	
  27Jun86

  
	
  Miscellaneous:

  	
   

  	
  C.O. corres.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  130.
  Registration Number:

  	
   

  	
  VAu-96-032

  
	
  Title:

  	
   

  	
  Palm tree print.

  
	
  Note:

  	
   

  	
  Cataloged from appl.
  only.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Registered:

  	
   

  	
  19May86

  
	
  Miscellaneous:

  	
   

  	
  C.O. corres.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  131.
  Registration Number:

  	
   

  	
  VAu-96-510

  
	
  Title:

  	
   

  	
  Mirage diamond print.

  
	
  Note:

  	
   

  	
  Cataloged from appl.
  only.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Registered:

  	
   

  	
  13Jun86

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  132.
  Registration Number:

  	
   

  	
  VAu-96-511

  
	
  Title:

  	
   

  	
  Geometric grid print.

  
	
  Note:

  	
   

  	
  Cataloged from appl.
  only.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Registered:

  	
   

  	
  13Jun86

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 
















 


	
  133.
  Registration Number:

  	
   

  	
  VAu-96-512

  
	
  Title:

  	
   

  	
  Teepee print.

  
	
  Note:

  	
   

  	
  Cataloged from appl.
  only.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Registered:

  	
   

  	
  13Jun86

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  134.
  Registration Number:

  	
   

  	
  VAu-96-577

  
	
  Title:

  	
   

  	
  Clock print.

  
	
  Note:

  	
   

  	
  Cataloged from appl.
  only.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Registered:

  	
   

  	
  2May86

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  135.
  Registration Number:

  	
   

  	
  VAu-96-578

  
	
  Title:

  	
   

  	
  Daisy print.

  
	
  Note:

  	
   

  	
  Cataloged from appl.
  only.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Registered:

  	
   

  	
  2May86

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  136.
  Registration Number:

  	
   

  	
  VAu-98-752

  
	
  Title:

  	
   

  	
  Scramble print.

  
	
  Note:

  	
   

  	
  Cataloged from appl.
  only.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Registered:

  	
   

  	
  13Jun86

  
	
  Miscellaneous:

  	
   

  	
  C.O. corres.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  137.
  Registration Number:

  	
   

  	
  VAu-99-324

  
	
  Title:

  	
   

  	
  Wallpaper print.

  
	
  Note:

  	
   

  	
  Cataloged from appl.
  only.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Registered:

  	
   

  	
  13Aug86

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  138.
  Registration Number:

  	
   

  	
  VAu-99-325

  
	
  Title:

  	
   

  	
  Floral hearts.

  
	
  Note:

  	
   

  	
  Cataloged from appl.
  only.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Registered:

  	
   

  	
  13Aug86

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  139.
  Registration Number:

  	
   

  	
  VAu-99-326

  
	
  Title:

  	
   

  	
  Large pansey [sic].

  
	
  Note:

  	
   

  	
  Cataloged from appl.
  only.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Registered:

  	
   

  	
  13Aug86

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  140.
  Registration Number:

  	
   

  	
  VAu-99-373

  
	
  Title:

  	
   

  	
  Guess cup sailing 12
  (with design of stars, flags, and sailing ship.

  
	
  Note:

  	
   

  	
  Cataloged from appl.
  only.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Registered:

  	
   

  	
  22Aug86

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  141.
  Registration Number:

  	
   

  	
  VAu-99-374

  
	
  Title:

  	
   

  	
  By Guess season class
  ocean drive drag race, Guess Yachting Club (with stars and flags design)

  
	
  Note:

  	
   

  	
  Cataloged from appl.
  only.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Registered:

  	
   

  	
  22Aug86

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  142.
  Registration Number:

  	
   

  	
  VAu-99-375

  
	
  Title:

  	
   

  	
  Guess men helicopter
  traffic squadron : Highways of the air.

  
	
  Note:

  	
   

  	
  Cataloged from appl.
  only.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Registered:

  	
   

  	
  22Aug86

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  143.
  Registration Number:

  	
   

  	
  VAu-99-376

  
	
  Title:

  	
   

  	
  Guess Company original
  design (house design inside of circle) : Guess.

  
	
  Note:

  	
   

  	
  Cataloged from appl.
  only.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Registered:

  	
   

  	
  22Aug86

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  144.
  Registration Number:

  	
   

  	
  VAu-99-391

  
	
  Title:

  	
   

  	
  Jewel pattern.

  
	
  Note:

  	
   

  	
  Cataloged from appl.
  only.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Registered:

  	
   

  	
  13Aug86

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  145.
  Registration Number:

  	
   

  	
  VAu-99-392

  
	
  Title:

  	
   

  	
  Fish pattern.

  
	
  Note:

  	
   

  	
  Cataloged from appl.
  only.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Registered:

  	
   

  	
  13Aug86

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  146.
  Registration Number:

  	
   

  	
  VAu-99-393

  
	
  Title:

  	
   

  	
  Golfers.

  
	
  Note:

  	
   

  	
  Cataloged from appl.
  only.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Registered:

  	
   

  	
  13Aug86

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  147.
  Registration Number:

  	
   

  	
  VAu-99-475

  
	
  Title:

  	
   

  	
  Georges Marciano, Guess
  men, the best of times : Georges Marciano.

  
	
  Note:

  	
   

  	
  Cataloged from appl.
  only.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Registered:

  	
   

  	
  15Sep86

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  148.
  Registration Number:

  	
   

  	
  VAu-101-585

  
	
  Title:

  	
   

  	
  Singing dogs.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Registered:

  	
   

  	
  17Nov86

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  149.
  Registration Number:

  	
   

  	
  VAu-102-625

  
	
  Title:

  	
   

  	
  Pocahantes [sic]

  
	
  Note:

  	
   

  	
  Cataloged from appl.
  only.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Registered:

  	
   

  	
  23Oct86

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  150.
  Registration Number:

  	
   

  	
  VAu-102-844

  
	
  Title:

  	
   

  	
  Rabbit.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Registered:

  	
   

  	
  1Oct86

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  151.
  Registration Number:

  	
   

  	
  VAu-102-845

  
	
  Title:

  	
   

  	
  Navajo.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Registered:

  	
   

  	
  1Oct86

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  152.
  Registration Number:

  	
   

  	
  VAu-102-846

  
	
  Title:

  	
   

  	
  Circus.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Registered:

  	
   

  	
  1Oct86

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  153.
  Registration Number:

  	
   

  	
  VAu-102-847

  
	
  Title:

  	
   

  	
  Windows.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Registered:

  	
   

  	
  1Oct86

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  154.
  Registration Number:

  	
   

  	
  VAu-102-848

  
	
  Title:

  	
   

  	
  Leaves &
  palms.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Registered:

  	
   

  	
  1Oct86

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  155.
  Registration Number:

  	
   

  	
  VAu-102-849

  
	
  Title:

  	
   

  	
  Petunia stripe.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Registered:

  	
   

  	
  1Oct86

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  156.
  Registration Number:

  	
   

  	
  VAu-102-850

  
	
  Title:

  	
   

  	
  Hearts &
  clouds.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Registered:

  	
   

  	
  1Oct86

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  157.
  Registration Number:

  	
   

  	
  VAu-102-851

  
	
  Title:

  	
   

  	
  Penguins &
  stripes.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Registered:

  	
   

  	
  1Oct86

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  158.
  Registration Number:

  	
   

  	
  VAu-102-852

  
	
  Title:

  	
   

  	
  Coconut palms.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Registered:

  	
   

  	
  1Oct86

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  159.
  Registration Number:

  	
   

  	
  VAu-102-853

  
	
  Title:

  	
   

  	
  Cowboy.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Registered:

  	
   

  	
  1Oct86

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  160.
  Registration Number:

  	
   

  	
  VAu-102-854

  
	
  Title:

  	
   

  	
  Sleds.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Registered:

  	
   

  	
  1Oct86

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  161.
  Registration Number:

  	
   

  	
  VAu-102-860

  
	
  Title:

  	
   

  	
  Apache.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Registered:

  	
   

  	
  1Oct86

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  162.
  Registration Number:

  	
   

  	
  VAu-103-284

  
	
  Title:

  	
   

  	
  Rodeo stripe.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Registered:

  	
   

  	
  23Oct86

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  163.
  Registration Number:

  	
   

  	
  VAu-103-776

  
	
  Title:

  	
   

  	
  Airplane print.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Registered:

  	
   

  	
  19May86

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  164.
  Registration Number:

  	
   

  	
  VAu-103-853

  
	
  Title:

  	
   

  	
  Pheasant.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Registered:

  	
   

  	
  25Nov86

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  165.
  Registration Number:

  	
   

  	
  VAu-103-933

  
	
  Title:

  	
   

  	
  Football with question
  mark in triangle label.

  
	
  Description:

  	
   

  	
  art reproduction.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Registered:

  	
   

  	
  19Nov86

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  166.
  Registration Number:

  	
   

  	
  VAu-107-513

  
	
  Title:

  	
   

  	
  Bouquet.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Registered:

  	
   

  	
  28Oct86

  
	
  Miscellaneous:

  	
   

  	
  C.O. corres.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  167.
  Registration Number:

  	
   

  	
  VAu-107-514

  
	
  Title:

  	
   

  	
  Cactus stripe.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Registered:

  	
   

  	
  28Oct86

  
	
  Miscellaneous:

  	
   

  	
  C.O. corres.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  168.
  Registration Number:

  	
   

  	
  VAu-107-968

  
	
  Title:

  	
   

  	
  Ducks.

  
	
  Note:

  	
   

  	
  Cataloged from appl.
  only.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Registered:

  	
   

  	
  12Jan87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  169.
  Registration Number:

  	
   

  	
  VAu-108-521

  
	
  Title:

  	
   

  	
  Country French.

  
	
  Note:

  	
   

  	
  Cataloged from appl.
  only.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  3Feb87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  170.
  Registration Number:

  	
   

  	
  VAu-110-261

  
	
  Title:

  	
   

  	
  Thunderbird : patt. no.
  4792.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Registered:

  	
   

  	
  20Feb87

  
	
  Miscellaneous:

  	
   

  	
  C.O. corres.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  171.
  Registration Number:

  	
   

  	
  VAu-112-843

  
	
  Title:

  	
   

  	
  African glass.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  20Apr87

  
	
  Miscellaneous:

  	
   

  	
  C.O. corres.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  172.
  Registration Number:

  	
   

  	
  VAu-112-882

  
	
  Title:

  	
   

  	
  Stars and stripes.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  14May87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  173.
  Registration Number:

  	
   

  	
  VAu-114-197

  
	
  Title:

  	
   

  	
  Cherry vine.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  20May87

  
	
  Miscellaneous:

  	
   

  	
  C.O. corres.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  174.
  Registration Number:

  	
   

  	
  VAu-114-843

  
	
  Title:

  	
   

  	
  Anchor.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  8Jul87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  175.
  Registration Number:

  	
   

  	
  VAu-114-844

  
	
  Title:

  	
   

  	
  Drive-in Guess.

  
	
  Description:

  	
   

  	
  art original : design
  on sweatshirt.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  8Jul87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  176.
  Registration Number:

  	
   

  	
  VAu-114-845

  
	
  Title:

  	
   

  	
  Snack Guess.

  
	
  Description:

  	
   

  	
  art original : design
  on sweatshirt.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  8Jul87

  
	
  Title
  on © Application:

  	
   

  	
  Drive-in pastels.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  177.
  Registration Number:

  	
   

  	
  VAu-114-846

  
	
  Title:

  	
   

  	
  Malaga diner.

  
	
  Description:

  	
   

  	
  art original : design
  on sweatshirt.

  
	
  Note:

  	
   

  	
  Additional title from
  copy: Cruising America, Guess.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  8Jul87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  178.
  Registration Number:

  	
   

  	
  VAu-114-847

  
	
  Title:

  	
   

  	
  Rockin’ across America.

  
	
  Description:

  	
   

  	
  art original : design
  on sweatshirt.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  8Jul87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  179.
  Registration Number:

  	
   

  	
  VAu-114-848

  
	
  Title:

  	
   

  	
  Guess? Chili diner.

  
	
  Description:

  	
   

  	
  art original : design
  on sweatshirt.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  8Jul87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  180.
  Registration Number:

  	
   

  	
  VAu-114-849

  
	
  Title:

  	
   

  	
  Grill.

  
	
  Description:

  	
   

  	
  art original : design
  on sweatshirt.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  8Jul87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  181.
  Registration Number:

  	
   

  	
  VAu-114-850

  
	
  Title:

  	
   

  	
  Diners Guess.

  
	
  Description:

  	
   

  	
  art original : design
  on sweatshirt.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  8Jul87

  
	
  Title
  on © Application:

  	
   

  	
  Drive-in in Navy.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  182.
  Registration Number:

  	
   

  	
  VAu-114-851

  
	
  Title:

  	
   

  	
  Drive-in Guess.

  
	
  Description:

  	
   

  	
  art original : design
  on sweatshirt.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  8Jul87

  
	
  Title
  on © Application:

  	
   

  	
  Snack Guess.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  183.
  Registration Number:

  	
   

  	
  VAu-115-361

  
	
  Title:

  	
   

  	
  Leaves &
  stripe.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Registered:

  	
   

  	
  17Nov86

  
	
  Title
  on © Application:

  	
   

  	
  Leaves and stripes.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  184.
  Registration Number:

  	
   

  	
  VAu-118-010

  
	
  Title:

  	
   

  	
  Desert cactus.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  21Aug87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  185.
  Registration Number:

  	
   

  	
  VAu-118-011

  
	
  Title:

  	
   

  	
  Seahorse.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  21Aug87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  186.
  Registration Number:

  	
   

  	
  VAu-118-592

  
	
  Title:

  	
   

  	
  Mozart.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  21Aug87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  187.
  Registration Number:

  	
   

  	
  VAu-118-593

  
	
  Title:

  	
   

  	
  Monet.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  21Aug87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  188.
  Registration Number:

  	
   

  	
  VAu-118-594

  
	
  Title:

  	
   

  	
  Surfswimmer.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  21Aug87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  189.
  Registration Number:

  	
   

  	
  VAu-118-595

  
	
  Title:

  	
   

  	
  Nature.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  21Aug87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  190.
  Registration Number:

  	
   

  	
  VAu-118-596

  
	
  Title:

  	
   

  	
  Chachacha.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  21Aug87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  191.
  Registration Number:

  	
   

  	
  VAu-118-597

  
	
  Title:

  	
   

  	
  Records.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  21Aug87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  192.
  Registration Number:

  	
   

  	
  VAu-120-582

  
	
  Title:

  	
   

  	
  Puzzle fano : pattern
  no. 4998.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  20Apr87

  
	
  Miscellaneous:

  	
   

  	
  C.O. corres.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  193.
  Registration Number:

  	
   

  	
  VAu-120-583

  
	
  Title:

  	
   

  	
  Objects : pattern no.
  5058.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  14May87

  
	
  Miscellaneous:

  	
   

  	
  C.O. corres.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  194.
  Registration Number:

  	
   

  	
  VAu-121-797

  
	
  Title:

  	
   

  	
  Basket print.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  14Oct87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  195.
  Registration Number:

  	
   

  	
  VAu-121-798

  
	
  Title:

  	
   

  	
  Tubes and brushes.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  14Oct87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  196.
  Registration Number:

  	
   

  	
  VAu-121-799

  
	
  Title:

  	
   

  	
  Bunny clouds.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  14Oct87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 






 


 












 


	
  197.
  Registration Number:

  	
   

  	
  VAu-121-800

  
	
  Title:

  	
   

  	
  Triangle dash.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  14Oct87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  198.
  Registration Number:

  	
   

  	
  VAu-121-801

  
	
  Title:

  	
   

  	
  Corvette stripe.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  14Oct87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  199.
  Registration Number:

  	
   

  	
  VAu-121-802

  
	
  Title:

  	
   

  	
  Pogen flower.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  14Oct87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  200.
  Registration Number:

  	
   

  	
  VAu-121-803

  
	
  Title:

  	
   

  	
  Cow.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  20Oct87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  201.
  Registration Number:

  	
   

  	
  VAu-121-827

  
	
  Title:

  	
   

  	
  Rack a stack.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  5Nov87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  202.
  Registration Number:

  	
   

  	
  VAu-121-828

  
	
  Title:

  	
   

  	
  Pineapple city.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  5Nov87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  203.
  Registration Number:

  	
   

  	
  VAu-121-829

  
	
  Title:

  	
   

  	
  Shirts.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  5Nov87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  204.
  Registration Number:

  	
   

  	
  VAu-122-063

  
	
  Title:

  	
   

  	
  Kids clothing : patt.
  no. 5415.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  5Nov87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  205.
  Registration Number:

  	
   

  	
  VAu-122-064

  
	
  Title:

  	
   

  	
  Monoscope : patt. 5465.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  5Nov87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  206.
  Registration Number:

  	
   

  	
  VAu-122-065

  
	
  Title:

  	
   

  	
  Travel : patt. no.
  5413.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  5Nov87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  207.
  Registration Number:

  	
   

  	
  VAu-122-066

  
	
  Title:

  	
   

  	
  Carmen : patt. no.
  5397.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  5Nov87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  208.
  Registration Number:

  	
   

  	
  VAu-122-067

  
	
  Title:

  	
   

  	
  Liberte flags : patt.
  no. 5396.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  5Nov87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  209.
  Registration Number:

  	
   

  	
  VAu-122-068

  
	
  Title:

  	
   

  	
  Elephants.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  5Nov87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  210.
  Registration Number:

  	
   

  	
  VAu-123-323

  
	
  Title:

  	
   

  	
  Guess wheel.

  
	
  Description:

  	
   

  	
  art reproduction :
  T-shirt.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  3Dec87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  211.
  Registration Number:

  	
   

  	
  VAu-123-337

  
	
  Title:

  	
   

  	
  Sailor girls.

  
	
  Description:

  	
   

  	
  art reproduction :
  silkscreened T-shirt.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  3Dec87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  212.
  Registration Number:

  	
   

  	
  VAu-123-338

  
	
  Title:

  	
   

  	
  Guess maiden U S A.

  
	
  Description:

  	
   

  	
  art reproduction :
  silkscreened T-shirt.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  3Dec87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  213.
  Registration Number:

  	
   

  	
  VAu-123-339

  
	
  Title:

  	
   

  	
  Guess on the watch.

  
	
  Description:

  	
   

  	
  art reproduction :
  silkscreened T-shirt.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  3Dec87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  214.
  Registration Number:

  	
   

  	
  VAu-123-340

  
	
  Title:

  	
   

  	
  Guess 1st mate.

  
	
  Description:

  	
   

  	
  art reproduction :
  silkscreened T-shirt.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  3Dec87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  215.
  Registration Number:

  	
   

  	
  VAu-123-341

  
	
  Title:

  	
   

  	
  Guess in the water.

  
	
  Description:

  	
   

  	
  art reproduction :
  silkscreened T-shirt.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  3Dec87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  216.
  Registration Number:

  	
   

  	
  VAu-123-342

  
	
  Title:

  	
   

  	
  Guess at the beach.

  
	
  Description:

  	
   

  	
  art reproduction :
  silkscreened T-shirt.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  3Dec87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  217.
  Registration Number:

  	
   

  	
  VAu-123-343

  
	
  Title:

  	
   

  	
  Clown.

  
	
  Description:

  	
   

  	
  art reproduction :
  silkscreened T-shirt.

  
	
  Note:

  	
   

  	
  Additional title from
  copy: Baby Guess.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  3Dec87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  218.
  Registration Number:

  	
   

  	
  VAu-123-344

  
	
  Title:

  	
   

  	
  Two little pigs.

  
	
  Description:

  	
   

  	
  art reproduction :
  silkscreened T-shirt.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  3Dec87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  219.
  Registration Number:

  	
   

  	
  VAu-123-345

  
	
  Title:

  	
   

  	
  Four little bears.

  
	
  Description:

  	
   

  	
  art reproduction :
  silkscreened T-shirt.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  3Dec87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  220.
  Registration Number:

  	
   

  	
  VAu-123-347

  
	
  Title:

  	
   

  	
  Retro : patt. no. 5466.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  3Dec87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  221.
  Registration Number:

  	
   

  	
  VAu-123-356

  
	
  Title:

  	
   

  	
  Hawaii : patt. no.
  5420.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  3Dec87

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  222.
  Registration Number:

  	
   

  	
  VAu-126-160

  
	
  Title:

  	
   

  	
  Guess? collegiate.

  
	
  Description:

  	
   

  	
  art reproduction :
  design for garments.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  5Feb88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  223.
  Registration Number:

  	
   

  	
  VAu-127-338

  
	
  Title:

  	
   

  	
  Ocean flowers.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  19Feb88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  224.
  Registration Number:

  	
   

  	
  VAu-127-339

  
	
  Title:

  	
   

  	
  Ballerina.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  19Feb88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  225.
  Registration Number:

  	
   

  	
  VAu-129-712

  
	
  Title:

  	
   

  	
  Fifties car.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  8Apr88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  226.
  Registration Number:

  	
   

  	
  VAu-129-832

  
	
  Title:

  	
   

  	
  Batik leaves : patt.
  no. 5467.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  5Feb88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  227.
  Registration Number:

  	
   

  	
  VAu-130-595

  
	
  Title:

  	
   

  	
  Houses.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  2Mar88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  228.
  Registration Number:

  	
   

  	
  VAu-130-596

  
	
  Title:

  	
   

  	
  African stripe.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  2Mar88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  229.
  Registration Number:

  	
   

  	
  VAu-130-659

  
	
  Title:

  	
   

  	
  Shattered glass.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  8Apr88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  230.
  Registration Number:

  	
   

  	
  VAu-130-660

  
	
  Title:

  	
   

  	
  Shooting stars.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  8Apr88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  231.
  Registration Number:

  	
   

  	
  VAu-130-661

  
	
  Title:

  	
   

  	
  Wood chips.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  8Apr88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  232.
  Registration Number:

  	
   

  	
  VAu-130-662

  
	
  Title:

  	
   

  	
  Music sheets.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  8Apr88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  233.
  Registration Number:

  	
   

  	
  VAu-131-021

  
	
  Title:

  	
   

  	
  Plaid team.

  
	
  Description:

  	
   

  	
  art reproduction :
  design on shirt.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  19Feb88

  
	
  Title
  on © Application:

  	
   

  	
  Guess plaid team.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  234.
  Registration Number:

  	
   

  	
  VAu-131-022

  
	
  Title:

  	
   

  	
  Bikers.

  
	
  Description:

  	
   

  	
  art reproduction :
  design on shirt.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  19Feb88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  235.
  Registration Number:

  	
   

  	
  VAu-131-023

  
	
  Title:

  	
   

  	
  Guess Breaking away.

  
	
  Description:

  	
   

  	
  art reproduction :
  design on shirt.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  19Feb88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  236.
  Registration Number:

  	
   

  	
  VAu-131-024

  
	
  Title:

  	
   

  	
  International cycle
  race.

  
	
  Description:

  	
   

  	
  art reproduction :
  design on shirt.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  19Feb88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  237.
  Registration Number:

  	
   

  	
  VAu-131-025

  
	
  Title:

  	
   

  	
  Biking group.

  
	
  Description:

  	
   

  	
  art reproduction :
  design on shirt.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  19Feb88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  238.
  Registration Number:

  	
   

  	
  VAu-131-026

  
	
  Title:

  	
   

  	
  Guess medals.

  
	
  Description:

  	
   

  	
  art reproduction :
  graphic design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  19Feb88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  239.
  Registration Number:

  	
   

  	
  VAu-131-027

  
	
  Title:

  	
   

  	
  George Marciano.

  
	
  Description:

  	
   

  	
  art reproduction :
  graphic design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  19Feb88

  
	
  Title
  on © Application:

  	
   

  	
  George Marciano crest.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  240.
  Registration Number:

  	
   

  	
  VAu-134-053

  
	
  Title:

  	
   

  	
  Hawaiian waters.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  24May88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  241.
  Registration Number:

  	
   

  	
  VAu-134-054

  
	
  Title:

  	
   

  	
  Diamond rose : patt.
  no. 5842.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  24May88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  242.
  Registration Number:

  	
   

  	
  VAu-134-149

  
	
  Title:

  	
   

  	
  Roses.

  
	
  Description:

  	
   

  	
  art reproduction :
  graphic design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  24May88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  243.
  Registration Number:

  	
   

  	
  VAu-134-150

  
	
  Title:

  	
   

  	
  Guess Jeans Beach Club.

  
	
  Description:

  	
   

  	
  art reproduction :
  graphic design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  24May88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  244.
  Registration Number:

  	
   

  	
  VAu-134-266

  
	
  Title:

  	
   

  	
  Hotel Miramar.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  12Jul88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  245.
  Registration Number:

  	
   

  	
  VAu-134-267

  
	
  Title:

  	
   

  	
  Rocks ‘n stars.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  12Jul88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  246.
  Registration Number:

  	
   

  	
  VAu-134-268

  
	
  Title:

  	
   

  	
  Sardines.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  12Jul88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  247.
  Registration Number:

  	
   

  	
  VAu-134-269

  
	
  Title:

  	
   

  	
  Mariner.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  12Jul88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  248.
  Registration Number:

  	
   

  	
  VAu-134-270

  
	
  Title:

  	
   

  	
  Yachting.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  12Jul88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  249.
  Registration Number:

  	
   

  	
  VAu-134-271

  
	
  Title:

  	
   

  	
  Rear] Rear]

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  12Jul88

  
	
  Special
  Codes:

  	
   

  	
  5/S/D/1

  
	
   

  	
   

  	
   

  
	
  250.
  Registration Number:

  	
   

  	
  VAu-134-272

  
	
  Title:

  	
   

  	
  Strobelite.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  12Jul88

  
	
  Special
  Codes:

  	
   

  	
  5/S/D/1

  
	
   

  	
   

  	
   

  
	
  251.
  Registration Number:

  	
   

  	
  VAu-134-273

  
	
  Title:

  	
   

  	
  Dole.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  12Jul88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  252.
  Registration Number:

  	
   

  	
  VAu-134-274

  
	
  Title:

  	
   

  	
  Static.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  12Jul88

  
	
  Special
  Codes:

  	
   

  	
  5/S/D/1

  
	
   

  	
   

  	
   

  
	
  253.
  Registration Number:

  	
   

  	
  VAu-134-275

  
	
  Title:

  	
   

  	
  Primarily poppies.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  12Jul88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  254.
  Registration Number:

  	
   

  	
  VAu-134-276

  
	
  Title:

  	
   

  	
  Dots and knots.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  12Jul88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  255.
  Registration Number:

  	
   

  	
  VAu-134-277

  
	
  Title:

  	
   

  	
  Seaweed.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  12Jul88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  256.
  Registration Number:

  	
   

  	
  VAu-134-278

  
	
  Title:

  	
   

  	
  Barking dogs.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  12Jul88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  257.
  Registration Number:

  	
   

  	
  VAu-134-279

  
	
  Title:

  	
   

  	
  Bandana stripe.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  12Jul88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  258.
  Registration Number:

  	
   

  	
  VAu-134-280

  
	
  Title:

  	
   

  	
  Seashells.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  12Jul88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  259.
  Registration Number:

  	
   

  	
  VAu-134-281

  
	
  Title:

  	
   

  	
  Piglet.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  12Jul88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  260.
  Registration Number:

  	
   

  	
  VAu-134-282

  
	
  Title:

  	
   

  	
  Crepella rose.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  12Jul88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  261.
  Registration Number:

  	
   

  	
  VAu-134-283

  
	
  Title:

  	
   

  	
  Feathers.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  12Jul88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  262.
  Registration Number:

  	
   

  	
  VAu-134-284

  
	
  Title:

  	
   

  	
  New cabbage rose.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  12Jul88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 






 












 


	
  263.
  Registration Number:

  	
   

  	
  VAu-134-285

  
	
  Title:

  	
   

  	
  Victoria’s secret.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  12Jul88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  264.
  Registration Number:

  	
   

  	
  VAu-134-286

  
	
  Title:

  	
   

  	
  Circuit city.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  12Jul88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  265.
  Registration Number:

  	
   

  	
  VAu-134-360

  
	
  Title:

  	
   

  	
  Rose.

  
	
  Description:

  	
   

  	
  art original : design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  12Jul88

  
	
  Title
  on © Application:

  	
   

  	
  Guess rose.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
  Cross
  Reference:

  	
   

  	
  acGuess. SEE
  Guess?, Inc.

  
	
   

  	
   

  	
   

  
	
  266.
  Registration Number:

  	
   

  	
  VAu-134-361

  
	
  Title:

  	
   

  	
  Guess Oval bouquet.

  
	
  Description:

  	
   

  	
  art reproduction.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  12Jul88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
  Cross
  Reference:

  	
   

  	
  acGuess. SEE
  Guess?, Inc.

  
	
   

  	
   

  	
   

  
	
  267.
  Registration Number:

  	
   

  	
  VAu-134-362

  
	
  Title:

  	
   

  	
  Colorful blossoms.

  
	
  Description:

  	
   

  	
  art reproduction.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  12Jul88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  268.
  Registration Number:

  	
   

  	
  VAu-134-363

  
	
  Title:

  	
   

  	
  Flowers in full bloom.

  
	
  Description:

  	
   

  	
  art reproduction.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  12Jul88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  269.
  Registration Number:

  	
   

  	
  VAu-134-365

  
	
  Title:

  	
   

  	
  Rose bouquet.

  
	
  Description:

  	
   

  	
  art reproduction.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  12Jul88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  270.
  Registration Number:

  	
   

  	
  VAu-134-682

  
	
  Title:

  	
   

  	
  Holiday.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  22Jul88

  
	
  Miscellaneous:

  	
   

  	
  C.O. corres.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  271.
  Registration Number:

  	
   

  	
  VAu-135-238

  
	
  Title:

  	
   

  	
  Straw stripe.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  14Jun88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  272.
  Registration Number:

  	
   

  	
  VAu-135-239

  
	
  Title:

  	
   

  	
  Spirals.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  14Jun88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  273.
  Registration Number:

  	
   

  	
  VAu-135-240

  
	
  Title:

  	
   

  	
  Afro.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  14Jun88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  274.
  Registration Number:

  	
   

  	
  VAu-135-241

  
	
  Title:

  	
   

  	
  Gothic.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  14Jun88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  275.
  Registration Number:

  	
   

  	
  VAu-135-242

  
	
  Title:

  	
   

  	
  Tictactoe.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  14Jun88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  276.
  Registration Number:

  	
   

  	
  VAu-135-243

  
	
  Title:

  	
   

  	
  Starfish.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  14Jun88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  277.
  Registration Number:

  	
   

  	
  VAu-135-244

  
	
  Title:

  	
   

  	
  Poodle.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  14Jun88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  278.
  Registration Number:

  	
   

  	
  VAu-135-245

  
	
  Title:

  	
   

  	
  Laurel.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  14Jun88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  279.
  Registration Number:

  	
   

  	
  VAu-135-246

  
	
  Title:

  	
   

  	
  Iris.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  14Jun88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  280.
  Registration Number:

  	
   

  	
  VAu-135-247

  
	
  Title:

  	
   

  	
  Pick up sticks.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  14Jun88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  281.
  Registration Number:

  	
   

  	
  VAu-135-248

  
	
  Title:

  	
   

  	
  Budspread.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  14Jun88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  282.
  Registration Number:

  	
   

  	
  VAu-135-249

  
	
  Title:

  	
   

  	
  The Wall.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  14Jun88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  283.
  Registration Number:

  	
   

  	
  VAu-140-732

  
	
  Title:

  	
   

  	
  Kimono cloth.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  30Sep88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  284.
  Registration Number:

  	
   

  	
  VAu-140-733

  
	
  Title:

  	
   

  	
  Beyond baroque.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  30Sep88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  285.
  Registration Number:

  	
   

  	
  VAu-140-734

  
	
  Title:

  	
   

  	
  Gothic gates.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  30Sep88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  286.
  Registration Number:

  	
   

  	
  VAu-140-735

  
	
  Title:

  	
   

  	
  Paisley.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  30Sep88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  287.
  Registration Number:

  	
   

  	
  VAu-140-736

  
	
  Title:

  	
   

  	
  Pop classic.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  30Sep88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  288.
  Registration Number:

  	
   

  	
  VAu-140-737

  
	
  Title:

  	
   

  	
  Out of Africa.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  26Sep88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  289.
  Registration Number:

  	
   

  	
  VAu-140-738

  
	
  Title:

  	
   

  	
  Lido beach.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  30Sep88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  290.
  Registration Number:

  	
   

  	
  VAu-140-740

  
	
  Title:

  	
   

  	
  Big bows.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  30Sep88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  291.
  Registration Number:

  	
   

  	
  VAu-140-742

  
	
  Title:

  	
   

  	
  Stock o’ blocks.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  30Sep88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  292.
  Registration Number:

  	
   

  	
  VAu-140-743

  
	
  Title:

  	
   

  	
  Sailorman.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  30Sep88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  293.
  Registration Number:

  	
   

  	
  VAu-140-744

  
	
  Title:

  	
   

  	
  Etch asketch.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  30Sep88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  294.
  Registration Number:

  	
   

  	
  VAu-140-745

  
	
  Title:

  	
   

  	
  Guess bowling.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  30Sep88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  295.
  Registration Number:

  	
   

  	
  VAu-140-747

  
	
  Title:

  	
   

  	
  Little bows.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  30Sep88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  296.
  Registration Number:

  	
   

  	
  VAu-140-748

  
	
  Title:

  	
   

  	
  Bandana.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  30Sep88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  297.
  Registration Number:

  	
   

  	
  VAu-140-749

  
	
  Title:

  	
   

  	
  Woodblock.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  30Sep88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  298.
  Registration Number:

  	
   

  	
  VAu-140-750

  
	
  Title:

  	
   

  	
  Leather floral.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  30Sep88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  299.
  Registration Number:

  	
   

  	
  VAu-140-751

  
	
  Title:

  	
   

  	
  Firetrees.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  30Sep88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  300.
  Registration Number:

  	
   

  	
  VAu-140-752

  
	
  Title:

  	
   

  	
  Star stamps stripe :
  pattern 5972.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  30Sep88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  301.
  Registration Number:

  	
   

  	
  VAu-140-761

  
	
  Title:

  	
   

  	
  Sunflower.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  30Sep88

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  302.
  Registration Number:

  	
   

  	
  VAu-148-215

  
	
  Title:

  	
   

  	
  Pattern 6249.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  3Jan89

  
	
  Title
  on © Application:

  	
   

  	
  Patchwork floral.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  303.
  Registration Number:

  	
   

  	
  VAu-148-216

  
	
  Title:

  	
   

  	
  Daisys [sic]

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  3Jan89

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  304.
  Registration Number:

  	
   

  	
  VAu-148-217

  
	
  Title:

  	
   

  	
  Pattern 6250.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  3Jan89

  
	
  Title
  on © Application:

  	
   

  	
  Krinkle.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  305.
  Registration Number:

  	
   

  	
  VAu-148-848

  
	
  Title:

  	
   

  	
  Skiers.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1989

  
	
  Registered:

  	
   

  	
  3Apr89

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  306.
  Registration Number:

  	
   

  	
  VAu-148-849

  
	
  Title:

  	
   

  	
  Pattern 6414.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  3Apr89

  
	
  Title
  on © Application:

  	
   

  	
  Z’s.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  307.
  Registration Number:

  	
   

  	
  VAu-148-850

  
	
  Title:

  	
   

  	
  Alpine.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1989

  
	
  Registered:

  	
   

  	
  3Apr89

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  308.
  Registration Number:

  	
   

  	
  VAu-148-851

  
	
  Title:

  	
   

  	
  Centipede : pattern
  6418.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  3Apr89

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  309.
  Registration Number:

  	
   

  	
  VAu-148-852

  
	
  Title:

  	
   

  	
  Stained glass and
  ribbon : pattern 6416.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  3Apr89

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  310.
  Registration Number:

  	
   

  	
  VAu-148-854

  
	
  Title:

  	
   

  	
  Number 1671.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1989

  
	
  Registered:

  	
   

  	
  3Apr89

  
	
  Title
  on © Application:

  	
   

  	
  Stars &
  stripes.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  311.
  Registration Number:

  	
   

  	
  VAu-148-855

  
	
  Title:

  	
   

  	
  Industry gears.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  3Apr89

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  312.
  Registration Number:

  	
   

  	
  VAu-148-856

  
	
  Title:

  	
   

  	
  Floating flower dots.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1989

  
	
  Registered:

  	
   

  	
  3Apr89

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  313.
  Registration Number:

  	
   

  	
  VAu-148-857

  
	
  Title:

  	
   

  	
  Climbing floral.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1989

  
	
  Registered:

  	
   

  	
  3Apr89

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  314.
  Registration Number:

  	
   

  	
  VAu-148-858

  
	
  Title:

  	
   

  	
  Crayon : pattern 6456.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1989

  
	
  Registered:

  	
   

  	
  3Apr89

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  315.
  Registration Number:

  	
   

  	
  VAu-148-859

  
	
  Title:

  	
   

  	
  Snow flake.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1989

  
	
  Registered:

  	
   

  	
  3Apr89

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  316.
  Registration Number:

  	
   

  	
  VAu-148-860

  
	
  Title:

  	
   

  	
  Polka daisy : patt. no.
  6598.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1989

  
	
  Registered:

  	
   

  	
  3Apr89

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  317.
  Registration Number:

  	
   

  	
  VAu-148-861

  
	
  Title:

  	
   

  	
  Black current [sic] :
  pattern 6413.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  3Apr89

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  318.
  Registration Number:

  	
   

  	
  VAu-148-862

  
	
  Title:

  	
   

  	
  Inca block.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1989

  
	
  Registered:

  	
   

  	
  3Apr89

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  319.
  Registration Number:

  	
   

  	
  VAu-148-863

  
	
  Title:

  	
   

  	
  Potpour[r]i : pattern
  6461.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1989

  
	
  Registered:

  	
   

  	
  3Apr89

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  320.
  Registration Number:

  	
   

  	
  VAu-148-865

  
	
  Title:

  	
   

  	
  Kyot-o-flower : pattern
  6461.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1989

  
	
  Registered:

  	
   

  	
  3Apr89

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  321.
  Registration Number:

  	
   

  	
  VAu-150-624

  
	
  Title:

  	
   

  	
  Tri block.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1989

  
	
  Registered:

  	
   

  	
  3Apr89

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  322.
  Registration Number:

  	
   

  	
  VAu-150-625

  
	
  Title:

  	
   

  	
  Nite leaves.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  3Apr89

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  323.
  Registration Number:

  	
   

  	
  VAu-150-626

  
	
  Title:

  	
   

  	
  Silver leaves.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1989

  
	
  Registered:

  	
   

  	
  3Apr89

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  324.
  Registration Number:

  	
   

  	
  VAu-150-627

  
	
  Title:

  	
   

  	
  Wheels.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1989

  
	
  Registered:

  	
   

  	
  3Apr89

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  325.
  Registration Number:

  	
   

  	
  VAu-150-628

  
	
  Title:

  	
   

  	
  Floating flowers.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1989

  
	
  Registered:

  	
   

  	
  3Apr89

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  326.
  Registration Number:

  	
   

  	
  VAu-150-629

  
	
  Title:

  	
   

  	
  Crows feet.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1989

  
	
  Registered:

  	
   

  	
  3Apr89

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  327.
  Registration Number:

  	
   

  	
  VAu-150-630

  
	
  Title:

  	
   

  	
  Delacroix.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  3Apr89

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 
















 


	
  328.
  Registration Number:

  	
   

  	
  VAu-150-633

  
	
  Title:

  	
   

  	
  Negative roses.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1989

  
	
  Registered:

  	
   

  	
  3Apr89

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  329.
  Registration Number:

  	
   

  	
  VAu-150-635

  
	
  Title:

  	
   

  	
  Gypsy floral.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1988

  
	
  Registered:

  	
   

  	
  3Apr89

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  330.
  Registration Number:

  	
   

  	
  VAu-160-298

  
	
  Title:

  	
   

  	
  Triangle duck with a
  surfboard.

  
	
  Description:

  	
   

  	
  art original.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1989

  
	
  Registered:

  	
   

  	
  15Aug89

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  331.
  Registration Number:

  	
   

  	
  VAu-160-299

  
	
  Title:

  	
   

  	
  Guess USA duck with two
  surfboards.

  
	
  Description:

  	
   

  	
  art original.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1989

  
	
  Registered:

  	
   

  	
  15Aug89

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  332.
  Registration Number:

  	
   

  	
  VAu-161-250

  
	
  Title:

  	
   

  	
  Daisey.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1989

  
	
  Registered:

  	
   

  	
  15Aug89

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  333.
  Registration Number:

  	
   

  	
  VAu-161-251

  
	
  Title:

  	
   

  	
  Dykot.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1989

  
	
  Registered:

  	
   

  	
  15Aug89

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  334.
  Registration Number:

  	
   

  	
  VAu-161-252

  
	
  Title:

  	
   

  	
  Butterfly.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1989

  
	
  Registered:

  	
   

  	
  15Aug89

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  335.
  Registration Number:

  	
   

  	
  VAu-161-253

  
	
  Title:

  	
   

  	
  Dancing buds.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1989

  
	
  Registered:

  	
   

  	
  15Aug89

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  336.
  Registration Number:

  	
   

  	
  VAu-161-254

  
	
  Title:

  	
   

  	
  Patchwork.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1989

  
	
  Registered:

  	
   

  	
  15Aug89

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  337.
  Registration Number:

  	
   

  	
  VAu-161-255

  
	
  Title:

  	
   

  	
  Flags.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1989

  
	
  Registered:

  	
   

  	
  15Aug89

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  338.
  Registration Number:

  	
   

  	
  VAu-161-256

  
	
  Title:

  	
   

  	
  Stripping lei.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1989

  
	
  Registered:

  	
   

  	
  15Aug89

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  339.
  Registration Number:

  	
   

  	
  VAu-161-257

  
	
  Title:

  	
   

  	
  Floral patch.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1989

  
	
  Registered:

  	
   

  	
  15Aug89

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  340.
  Registration Number:

  	
   

  	
  VAu-161-258

  
	
  Title:

  	
   

  	
  Crayon batik.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1989

  
	
  Registered:

  	
   

  	
  15Aug89

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  341.
  Registration Number:

  	
   

  	
  VAu-162-023

  
	
  Title:

  	
   

  	
  Aztec stripe.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1989

  
	
  Registered:

  	
   

  	
  20Sep89

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  342.
  Registration Number:

  	
   

  	
  VAu-162-024

  
	
  Title:

  	
   

  	
  Gramets.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1989

  
	
  Registered:

  	
   

  	
  20Sep89

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  343.
  Registration Number:

  	
   

  	
  VAu-162-025

  
	
  Title:

  	
   

  	
  Blanket stripe.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1989

  
	
  Registered:

  	
   

  	
  20Sep89

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  344.
  Registration Number:

  	
   

  	
  VAu-162-026

  
	
  Title:

  	
   

  	
  Country paisley.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1989

  
	
  Registered:

  	
   

  	
  20Sep89

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  345.
  Registration Number:

  	
   

  	
  VAu-172-502

  
	
  Title:

  	
   

  	
  Wall paper paisley.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1989

  
	
  Registered:

  	
   

  	
  1Feb90

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  346.
  Registration Number:

  	
   

  	
  VAu-172-503

  
	
  Title:

  	
   

  	
  Fish life.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1989

  
	
  Registered:

  	
   

  	
  1Feb90

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  347.
  Registration Number:

  	
   

  	
  VAu-172-504

  
	
  Title:

  	
   

  	
  Heart and flower
  cut-outs.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1989

  
	
  Registered:

  	
   

  	
  1Feb90

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  348.
  Registration Number:

  	
   

  	
  VAu-172-505

  
	
  Title:

  	
   

  	
  Diamond paisley.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1989

  
	
  Registered:

  	
   

  	
  1Feb90

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  349.
  Registration Number:

  	
   

  	
  VAu-172-506

  
	
  Title:

  	
   

  	
  Legos.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1989

  
	
  Registered:

  	
   

  	
  1Feb90

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  350.
  Registration Number:

  	
   

  	
  VAu-172-507

  
	
  Title:

  	
   

  	
  Stripe paisley.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1989

  
	
  Registered:

  	
   

  	
  1Feb90

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  351.
  Registration Number:

  	
   

  	
  VAu-172-508

  
	
  Title:

  	
   

  	
  Mini paisley.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1989

  
	
  Registered:

  	
   

  	
  1Feb90

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  352.
  Registration Number:

  	
   

  	
  VAu-172-509

  
	
  Title:

  	
   

  	
  Crazy paisley.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1989

  
	
  Registered:

  	
   

  	
  1Feb90

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  353.
  Registration Number:

  	
   

  	
  VAu-172-510

  
	
  Title:

  	
   

  	
  Partridge in a pear
  tree.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1989

  
	
  Registered:

  	
   

  	
  1Feb90

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  354.
  Registration Number:

  	
   

  	
  VAu-172-511

  
	
  Title:

  	
   

  	
  Indian snowflakes.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1989

  
	
  Registered:

  	
   

  	
  1Feb90

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  355.
  Registration Number:

  	
   

  	
  VAu-172-512

  
	
  Title:

  	
   

  	
  Indian motifs.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1989

  
	
  Registered:

  	
   

  	
  1Feb90

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  356.
  Registration Number:

  	
   

  	
  VAu-179-690

  
	
  Title:

  	
   

  	
  7 little Indians.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1990

  
	
  Registered:

  	
   

  	
  20Apr90

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  357.
  Registration Number:

  	
   

  	
  VAu-180-453

  
	
  Title:

  	
   

  	
  Lego tee pee.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1990

  
	
  Registered:

  	
   

  	
  20Apr90

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  358.
  Registration Number:

  	
   

  	
  VAu-180-455

  
	
  Title:

  	
   

  	
  Indian cat.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1990

  
	
  Registered:

  	
   

  	
  20Apr90

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  359.
  Registration Number:

  	
   

  	
  VAu-180-731

  
	
  Title:

  	
   

  	
  Jungle flowers.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1989

  
	
  Registered:

  	
   

  	
  20Apr90

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  360.
  Registration Number:

  	
   

  	
  VAu-185-424

  
	
  Title:

  	
   

  	
  El Coyote.

  
	
  Description:

  	
   

  	
  art original : drawing.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1990

  
	
  Registered:

  	
   

  	
  17Sep90

  
	
  Miscellaneous:

  	
   

  	
  See also El Coyote; REG
  21Dec90; VAu 219-223

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  361.
  Registration Number:

  	
   

  	
  VAu-188-978

  
	
  Title:

  	
   

  	
  Head dress and saddles.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1990

  
	
  Registered:

  	
   

  	
  17Sep90

  
	
  Miscellaneous:

  	
   

  	
  See also Head dress and
  saddles; REG 19Feb91; VAu 200-184

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  362.
  Registration Number:

  	
   

  	
  VAu-191-666

  
	
  Title:

  	
   

  	
  Arrow and fruit design.

  
	
  Description:

  	
   

  	
  art original.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1990

  
	
  Registered:

  	
   

  	
  10Sep90

  
	
  Miscellaneous:

  	
   

  	
  See also Arrow and
  fruit design; REG 11Feb91; VAu 212-340

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  363.
  Registration Number:

  	
   

  	
  VAu-191-739

  
	
  Title:

  	
   

  	
  Life saver.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1990

  
	
  Registered:

  	
   

  	
  10Sep90

  
	
  Miscellaneous:

  	
   

  	
  See also Life saver;
  REG 11Feb91; VAu 200-193

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  364.
  Registration Number:

  	
   

  	
  VAu-191-740

  
	
  Title:

  	
   

  	
  Guess aquarium.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1990

  
	
  Registered:

  	
   

  	
  10Sep90

  
	
  Miscellaneous:

  	
   

  	
  See also Guess
  aquarium; REG 11Feb91; VAu 200-194

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  365.
  Registration Number:

  	
   

  	
  VAu-191-741

  
	
  Title:

  	
   

  	
  Guess cruising.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1990

  
	
  Registered:

  	
   

  	
  10Sep90

  
	
  Miscellaneous:

  	
   

  	
  See also Guess
  cruising; REG 11Feb91; VAu 200-195

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  366.
  Registration Number:

  	
   

  	
  VAu-191-922

  
	
  Title:

  	
   

  	
  Jewelry stripe.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1990

  
	
  Registered:

  	
   

  	
  13Dec90

  
	
  Miscellaneous:

  	
   

  	
  See also Jewelry
  stripe; REG 11Feb91; VAu 213-845

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  367.
  Registration Number:

  	
   

  	
  VAu-195-039

  
	
  Title:

  	
   

  	
  Hopi diamond.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1990

  
	
  Registered:

  	
   

  	
  15Jan91

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  368.
  Registration Number:

  	
   

  	
  VAu-195-832

  
	
  Title:

  	
   

  	
  Hopi stripe.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1990

  
	
  Registered:

  	
   

  	
  17Dec90

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  369.
  Registration Number:

  	
   

  	
  VAu-200-184

  
	
  Title:

  	
   

  	
  Head dress and saddles.
  By Guess?, Inc.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Supplement
  to Registration:

  	
   

  	
  VAu 188-978, 1990

  
	
  Effective
  Registration Date:

  	
   

  	
  19Feb91

  
	
  Author
  on © Application:

  	
   

  	
  Guess?, Inc.,
  employer for hire.

  
	
  Special
  Codes:

  	
   

  	
  5/S/X

  
	
   

  	
   

  	
   

  
	
  370.
  Registration Number:

  	
   

  	
  VAu-200-193

  
	
  Title:

  	
   

  	
  Life saver. By
  Guess?, Inc.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Supplement
  to Registration:

  	
   

  	
  VAu 191-739, 1990

  
	
  Effective
  Registration Date:

  	
   

  	
  11Feb91

  
	
  Author
  on © Application:

  	
   

  	
  Guess?, Inc.,
  employer for hire.

  
	
  Special
  Codes:

  	
   

  	
  5/S/X

  
	
   

  	
   

  	
   

  
	
  371.
  Registration Number:

  	
   

  	
  VAu-200-194

  
	
  Title:

  	
   

  	
  Guess aquarium. By
  Guess?, Inc.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Supplement
  to Registration:

  	
   

  	
  VAu 191-740, 1990

  
	
  Effective
  Registration Date:

  	
   

  	
  11Feb91

  
	
  Author
  on © Application:

  	
   

  	
  Guess?, Inc.,
  employer for hire.

  
	
  Special
  Codes:

  	
   

  	
  5/S/X

  
	
   

  	
   

  	
   

  
	
  372.
  Registration Number:

  	
   

  	
  VAu-200-195

  
	
  Title:

  	
   

  	
  Guess cruising. By
  Guess?, Inc.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Supplement
  to Registration:

  	
   

  	
  VAu 191-741, 1990

  
	
  Effective
  Registration Date:

  	
   

  	
  11Feb91

  
	
  Author
  on © Application:

  	
   

  	
  Guess?, Inc.,
  employer for hire.

  
	
  Special
  Codes:

  	
   

  	
  5/S/X

  



 

















 


	
  373.
  Registration Number:

  	
   

  	
  VAu-201-274

  
	
  Title:

  	
   

  	
  Petite daisy.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1990

  
	
  Registered:

  	
   

  	
  6Feb91

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  374.
  Registration Number:

  	
   

  	
  VAu-204-950

  
	
  Title:

  	
   

  	
  Shell print.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1991

  
	
  Registered:

  	
   

  	
  24May91

  
	
  Miscellaneous:

  	
   

  	
  C.O. corres.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  375.
  Registration Number:

  	
   

  	
  VAu-206-802

  
	
  Title:

  	
   

  	
  Braid stripe.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1990

  
	
  Registered:

  	
   

  	
  4Dec90

  
	
  Miscellaneous:

  	
   

  	
  See also Braid stripe;
  REG 24Jan91; VAu 222-820

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  376.
  Registration Number:

  	
   

  	
  VAu-211-847

  
	
  Title:

  	
   

  	
  Guess Hawaiian stripe.

  
	
  Description:

  	
   

  	
  Print on fabric.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1991

  
	
  Registered:

  	
   

  	
  30Jul91

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  377.
  Registration Number:

  	
   

  	
  VAu-212-340

  
	
  Title:

  	
   

  	
  Arrow and fruit design.
  By Guess?, Inc.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Supplement
  to Registration:

  	
   

  	
  VAu 191-666, 1990

  
	
  Effective
  Registration Date:

  	
   

  	
  11Feb91

  
	
  Author
  on © Application:

  	
   

  	
  Guess?, Inc.,
  employer for hire.

  
	
  Special
  Codes:

  	
   

  	
  5/S/X

  
	
   

  	
   

  	
   

  
	
  378.
  Registration Number:

  	
   

  	
  VAu-213-845

  
	
  Title:

  	
   

  	
  Jewelry stripe. By
  Guess?, Inc.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Supplement
  to Registration:

  	
   

  	
  VAu 191-922, 1990

  
	
  Effective
  Registration Date:

  	
   

  	
  11Feb91

  
	
  Author
  on © Application:

  	
   

  	
  Guess?, Inc.,
  employer for hire (on original appl.: Guess?, Inc.)

  
	
  Special
  Codes:

  	
   

  	
  5/S/X

  
	
   

  	
   

  	
   

  
	
  379.
  Registration Number:

  	
   

  	
  VAu-219-223

  
	
  Title:

  	
   

  	
  El Coyote. By
  Guess?, Inc.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Supplement
  to Registration:

  	
   

  	
  VAu 185-424, 1990

  
	
  Effective
  Registration Date:

  	
   

  	
  21Dec90

  
	
  Author
  on © Application:

  	
   

  	
  Guess?, Inc.,
  employer for hire.

  
	
  Special
  Codes:

  	
   

  	
  5/S/X

  



 

















 


	
  380.
  Registration Number:

  	
   

  	
  VAu-222-820

  
	
  Title:

  	
   

  	
  Braid stripe. By
  Guess?, Inc.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Supplement
  to Registration:

  	
   

  	
  VAu 206-802, 1990

  
	
  Effective
  Registration Date:

  	
   

  	
  24Jan91

  
	
  Author
  on © Application:

  	
   

  	
  Guess?, Inc.,
  employer for hire.

  
	
  Special
  Codes:

  	
   

  	
  5/S/X

  
	
   

  	
   

  	
   

  
	
  381.
  Registration Number:

  	
   

  	
  VAu-228-840

  
	
  Title:

  	
   

  	
  Indian head dress

  
	
  Description:

  	
   

  	
  Print on fabric.

  
	
  Claimant:

  	
   

  	
  cGuess?, Inc.

  
	
  Created:

  	
   

  	
  1992

  
	
  Registered:

  	
   

  	
  26May92

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  382.
  Registration Number:

  	
   

  	
  VAu-239-800

  
	
  Title:

  	
   

  	
  Guess USA.

  
	
  Description:

  	
   

  	
  Screenprint.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1992

  
	
  Registered:

  	
   

  	
  20Oct92

  
	
  Title
  on © Application:

  	
   

  	
  Guess Indian head
  dress.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  383.
  Registration Number:

  	
   

  	
  VAu-242-696

  
	
  Title:

  	
   

  	
  Pawnee patch.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1992

  
	
  Registered:

  	
   

  	
  5Nov92

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  384.
  Registration Number:

  	
   

  	
  VAu-243-071

  
	
  Title:

  	
   

  	
  Medicine man : no.
  65569.

  
	
  Description:

  	
   

  	
  3 designs for fabric.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1992

  
	
  Registered:

  	
   

  	
  5Nov92

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  385.
  Registration Number:

  	
   

  	
  VAu-243-083

  
	
  Title:

  	
   

  	
  Patchwork squares.

  
	
  Description:

  	
   

  	
  Design for fabric.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1992

  
	
  Registered:

  	
   

  	
  5Nov92

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  386.
  Registration Number:

  	
   

  	
  VAu-243-084

  
	
  Title:

  	
   

  	
  Jungle leopard.

  
	
  Description:

  	
   

  	
  Design for fabric.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1992

  
	
  Registered:

  	
   

  	
  5Nov92

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  387.
  Registration Number:

  	
   

  	
  VAu-243-085

  
	
  Title:

  	
   

  	
  Teepee &
  tomahawk.

  
	
  Description:

  	
   

  	
  Design for fabric.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1992

  
	
  Registered:

  	
   

  	
  5Nov92

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  388.
  Registration Number:

  	
   

  	
  VAu-243-174

  
	
  Title:

  	
   

  	
  Floral abstract—gray.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1992

  
	
  Registered:

  	
   

  	
  5Nov92

  
	
  Title
  on © Application:

  	
   

  	
  Floral abstract.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  389.
  Registration Number:

  	
   

  	
  VAu-243-175

  
	
  Title:

  	
   

  	
  Paris plaid.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1992

  
	
  Registered:

  	
   

  	
  5Nov92

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  390.
  Registration Number:

  	
   

  	
  VAu-243-176

  
	
  Title:

  	
   

  	
  Broken line floral.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1992

  
	
  Registered:

  	
   

  	
  5Nov92

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  391.
  Registration Number:

  	
   

  	
  VAu-243-177

  
	
  Title:

  	
   

  	
  Stars & moons
  : no. 65560.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1992

  
	
  Registered:

  	
   

  	
  5Nov92

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  392.
  Registration Number:

  	
   

  	
  VAu-243-178

  
	
  Title:

  	
   

  	
  Fall leaves : no.
  65565.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1992

  
	
  Registered:

  	
   

  	
  5Nov92

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 
















 


	
  393.
  Registration Number:

  	
   

  	
  VAu-243-179

  
	
  Title:

  	
   

  	
  Olive green foliage.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1992

  
	
  Registered:

  	
   

  	
  5Nov92

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  394.
  Registration Number:

  	
   

  	
  VAu-243-180

  
	
  Title:

  	
   

  	
  Guess aeroplane : no.
  65573.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1992

  
	
  Registered:

  	
   

  	
  5Nov92

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  395.
  Registration Number:

  	
   

  	
  VAu-243-181

  
	
  Title:

  	
   

  	
  Small planes : no.
  65572.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1992

  
	
  Registered:

  	
   

  	
  5Nov92

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  396.
  Registration Number:

  	
   

  	
  VAu-243-182

  
	
  Title:

  	
   

  	
  Ropes &
  feathers : no. 65571.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1992

  
	
  Registered:

  	
   

  	
  5Nov92

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  397.
  Registration Number:

  	
   

  	
  VAu-243-183

  
	
  Title:

  	
   

  	
  Mountain buffalo : no.
  65566.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1992

  
	
  Registered:

  	
   

  	
  5Nov92

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  398.
  Registration Number:

  	
   

  	
  VAu-243-184

  
	
  Title:

  	
   

  	
  Sunshine cactus.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1992

  
	
  Registered:

  	
   

  	
  5Nov92

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  399.
  Registration Number:

  	
   

  	
  VAu-244-110

  
	
  Title:

  	
   

  	
  Western ranch.

  
	
  Description:

  	
   

  	
  fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1992

  
	
  Registered:

  	
   

  	
  30Dec92

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  400.
  Registration Number:

  	
   

  	
  VAu-245-195

  
	
  Title:

  	
   

  	
  Saddle & six
  gun.

  
	
  Description:

  	
   

  	
  Print on fabric.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1992

  
	
  Registered:

  	
   

  	
  5Nov92

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  401.
  Registration Number:

  	
   

  	
  VAu-253-768

  
	
  Title:

  	
   

  	
  Mad plaid.

  
	
  Description:

  	
   

  	
  Fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1993

  
	
  Registered:

  	
   

  	
  4May93

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  402.
  Registration Number:

  	
   

  	
  VAu-253-769

  
	
  Title:

  	
   

  	
  Clovervine stripe.

  
	
  Description:

  	
   

  	
  Fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1993

  
	
  Registered:

  	
   

  	
  4May93

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  403.
  Registration Number:

  	
   

  	
  VAu-253-770

  
	
  Title:

  	
   

  	
  Twilight floral.

  
	
  Description:

  	
   

  	
  Fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1993

  
	
  Registered:

  	
   

  	
  4May93

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  404.
  Registration Number:

  	
   

  	
  VAu-253-771

  
	
  Title:

  	
   

  	
  Patriotic patchwork.

  
	
  Description:

  	
   

  	
  Fabric design.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1993

  
	
  Registered:

  	
   

  	
  4May93

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  405.
  Registration Number:

  	
   

  	
  VAu-258-935

  
	
  Title:

  	
   

  	
  Jungle hibiscus.

  
	
  Description:

  	
   

  	
  Print on fabric.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1993

  
	
  Registered:

  	
   

  	
  11Jun93

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  406.
  Registration Number:

  	
   

  	
  VAu-258-936

  
	
  Title:

  	
   

  	
  Patchwork plaids and
  stars.

  
	
  Description:

  	
   

  	
  Print on fabric.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1993

  
	
  Registered:

  	
   

  	
  11Jun93

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  407.
  Registration Number:

  	
   

  	
  VAu-281-508

  
	
  Title:

  	
   

  	
  Mississippi daisy.

  
	
  Description:

  	
   

  	
  Print on fabric.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1993

  
	
  Registered:

  	
   

  	
  5Nov93

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  408.
  Registration Number:

  	
   

  	
  VAu-281-509

  
	
  Title:

  	
   

  	
  Trellis floral.

  
	
  Description:

  	
   

  	
  Print on fabric.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1993

  
	
  Registered:

  	
   

  	
  5Nov93

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  409.
  Registration Number:

  	
   

  	
  VAu-281-510

  
	
  Title:

  	
   

  	
  Hathaway floral.

  
	
  Description:

  	
   

  	
  Print on fabric.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1993

  
	
  Registered:

  	
   

  	
  5Nov93

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  410.
  Registration Number:

  	
   

  	
  VAu-281-511

  
	
  Title:

  	
   

  	
  Cajun floral.

  
	
  Description:

  	
   

  	
  Print on fabric.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1993

  
	
  Registered:

  	
   

  	
  5Nov93

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  411.
  Registration Number:

  	
   

  	
  VAu-281-512

  
	
  Title:

  	
   

  	
  Plantation stripe.

  
	
  Description:

  	
   

  	
  Print on fabric.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1993

  
	
  Registered:

  	
   

  	
  5Nov93

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  412.
  Registration Number:

  	
   

  	
  VAu-281-513

  
	
  Title:

  	
   

  	
  Picket fence border.

  
	
  Description:

  	
   

  	
  Print on fabric.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1993

  
	
  Registered:

  	
   

  	
  5Nov93

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  413.
  Registration Number:

  	
   

  	
  VAu-281-514

  
	
  Title:

  	
   

  	
  Tara floral.

  
	
  Description:

  	
   

  	
  Print on fabric.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1993

  
	
  Registered:

  	
   

  	
  5Nov93

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  414.
  Registration Number:

  	
   

  	
  VAu-281-515

  
	
  Title:

  	
   

  	
  Sunshine floral.

  
	
  Description:

  	
   

  	
  Print on fabric.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1993

  
	
  Registered:

  	
   

  	
  5Nov93

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  415.
  Registration Number:

  	
   

  	
  VAu-281-516

  
	
  Title:

  	
   

  	
  Country quilt.

  
	
  Description:

  	
   

  	
  Print on fabric.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1993

  
	
  Registered:

  	
   

  	
  5Nov93

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  416.
  Registration Number:

  	
   

  	
  VAu-281-517

  
	
  Title:

  	
   

  	
  Cotillion floral.

  
	
  Description:

  	
   

  	
  Art original.

  
	
  Note:

  	
   

  	
  Design for fabric.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1993

  
	
  Registered:

  	
   

  	
  5Nov93

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  417.
  Registration Number:

  	
   

  	
  VAu-283-829

  
	
  Title:

  	
   

  	
  Window box.

  
	
  Description:

  	
   

  	
  Print on fabric.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1993

  
	
  Registered:

  	
   

  	
  13Apr94

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  418.
  Registration Number:

  	
   

  	
  VAu-283-830

  
	
  Title:

  	
   

  	
  Tulip vines.

  
	
  Description:

  	
   

  	
  Print on fabric.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1993

  
	
  Registered:

  	
   

  	
  13Apr94

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  419.
  Registration Number:

  	
   

  	
  VAu-283-831

  
	
  Title:

  	
   

  	
  Tossed mini paisley :
  no. R2643-M1242-A.

  
	
  Description:

  	
   

  	
  Print on fabric.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1993

  
	
  Registered:

  	
   

  	
  13Apr94

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  420.
  Registration Number:

  	
   

  	
  VAu-283-832

  
	
  Title:

  	
   

  	
  Stencil hibiscus.

  
	
  Description:

  	
   

  	
  Print on fabric.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1993

  
	
  Registered:

  	
   

  	
  13Apr94

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  421.
  Registration Number:

  	
   

  	
  VAu-283-833

  
	
  Title:

  	
   

  	
  Retro Hawaiian.

  
	
  Description:

  	
   

  	
  Print on fabric.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1993

  
	
  Registered:

  	
   

  	
  13Apr94

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  422.
  Registration Number:

  	
   

  	
  VAu-283-834

  
	
  Title:

  	
   

  	
  Petite paisley stripe.

  
	
  Description:

  	
   

  	
  Print on fabric.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1993

  
	
  Registered:

  	
   

  	
  13Apr94

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  423.
  Registration Number:

  	
   

  	
  VAu-283-835

  
	
  Title:

  	
   

  	
  Patched bandana : no.
  R2641-M1240-C.

  
	
  Description:

  	
   

  	
  Print on fabric.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1993

  
	
  Registered:

  	
   

  	
  13Apr94

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  424.
  Registration Number:

  	
   

  	
  VAu-283-836

  
	
  Title:

  	
   

  	
  Paisley ribbon stripe.

  
	
  Description:

  	
   

  	
  Print on fabric.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1993

  
	
  Registered:

  	
   

  	
  13Apr94

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  425.
  Registration Number:

  	
   

  	
  VAu-283-837

  
	
  Title:

  	
   

  	
  Paisley leaves.

  
	
  Description:

  	
   

  	
  Print on fabric.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1993

  
	
  Registered:

  	
   

  	
  13Apr94

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  426.
  Registration Number:

  	
   

  	
  VAu-283-838

  
	
  Title:

  	
   

  	
  Paint stroke stripe.

  
	
  Description:

  	
   

  	
  Print on fabric.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1993

  
	
  Registered:

  	
   

  	
  13Apr94

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  427.
  Registration Number:

  	
   

  	
  VAu-283-839

  
	
  Title:

  	
   

  	
  Ironwork stripe.

  
	
  Description:

  	
   

  	
  Print on fabric.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1993

  
	
  Registered:

  	
   

  	
  13Apr94

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  428.
  Registration Number:

  	
   

  	
  VAu-283-840

  
	
  Title:

  	
   

  	
  Gothic vines.

  
	
  Description:

  	
   

  	
  Print on fabric.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1993

  
	
  Registered:

  	
   

  	
  13Apr94

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  429.
  Registration Number:

  	
   

  	
  VAu-283-841

  
	
  Title:

  	
   

  	
  Ginger floral.

  
	
  Description:

  	
   

  	
  Print on fabric.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1993

  
	
  Registered:

  	
   

  	
  13Apr94

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  430.
  Registration Number:

  	
   

  	
  VAu-283-842

  
	
  Title:

  	
   

  	
  Gentleman’s stripe.

  
	
  Description:

  	
   

  	
  Print on fabric.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1993

  
	
  Registered:

  	
   

  	
  13Apr94

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  431.
  Registration Number:

  	
   

  	
  VAu-283-843

  
	
  Title:

  	
   

  	
  Flowers &
  shields.

  
	
  Description:

  	
   

  	
  Print on fabric.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1993

  
	
  Registered:

  	
   

  	
  13Apr94

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  432.
  Registration Number:

  	
   

  	
  VAu-283-844

  
	
  Title:

  	
   

  	
  Floral vision.

  
	
  Description:

  	
   

  	
  Print on fabric.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1993

  
	
  Registered:

  	
   

  	
  13Apr94

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  433.
  Registration Number:

  	
   

  	
  VAu-283-845

  
	
  Title:

  	
   

  	
  Floating paisley.

  
	
  Description:

  	
   

  	
  Print on fabric.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1993

  
	
  Registered:

  	
   

  	
  13Apr94

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  434.
  Registration Number:

  	
   

  	
  VAu-283-846

  
	
  Title:

  	
   

  	
  Earth garden.

  
	
  Description:

  	
   

  	
  Print on fabric.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1993

  
	
  Registered:

  	
   

  	
  13Apr94

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  435.
  Registration Number:

  	
   

  	
  VAu-283-847

  
	
  Title:

  	
   

  	
  Crosses &
  daisies.

  
	
  Description:

  	
   

  	
  Print on fabric.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1993

  
	
  Registered:

  	
   

  	
  13Apr94

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  436.
  Registration Number:

  	
   

  	
  VAu-283-848

  
	
  Title:

  	
   

  	
  Carnival lights.

  
	
  Description:

  	
   

  	
  Print on fabric.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1993

  
	
  Registered:

  	
   

  	
  13Apr94

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  437.
  Registration Number:

  	
   

  	
  VAu-283-849

  
	
  Title:

  	
   

  	
  Candy flower.

  
	
  Description:

  	
   

  	
  Print on fabric.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1993

  
	
  Registered:

  	
   

  	
  13Apr94

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  438.
  Registration Number:

  	
   

  	
  VAu-283-850

  
	
  Title:

  	
   

  	
  Calico grove.

  
	
  Description:

  	
   

  	
  Print on fabric.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1993

  
	
  Registered:

  	
   

  	
  13Apr94

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  439.
  Registration Number:

  	
   

  	
  VAu-283-851

  
	
  Title:

  	
   

  	
  Bursting paisley.

  
	
  Description:

  	
   

  	
  Print on fabric.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1993

  
	
  Registered:

  	
   

  	
  13Apr94

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  440.
  Registration Number:

  	
   

  	
  VAu-283-852

  
	
  Title:

  	
   

  	
  Black vine floral.

  
	
  Description:

  	
   

  	
  Print on fabric.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1993

  
	
  Registered:

  	
   

  	
  13Apr94

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  441.
  Registration Number:

  	
   

  	
  VAu-283-853

  
	
  Title:

  	
   

  	
  Banana leaves floral.

  
	
  Description:

  	
   

  	
  Print on fabric.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1993

  
	
  Registered:

  	
   

  	
  13Apr94

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  442.
  Registration Number:

  	
   

  	
  VAu-283-854

  
	
  Title:

  	
   

  	
  Antique rose.

  
	
  Description:

  	
   

  	
  Print on fabric.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1993

  
	
  Registered:

  	
   

  	
  13Apr94

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  443.
  Registration Number:

  	
   

  	
  VAu-285-440

  
	
  Title:

  	
   

  	
  Ranch rose.

  
	
  Description:

  	
   

  	
  Print on fabric.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1993

  
	
  Registered:

  	
   

  	
  27Dec93

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  444.
  Registration Number:

  	
   

  	
  VAu-285-441

  
	
  Title:

  	
   

  	
  Foulard boxes.

  
	
  Description:

  	
   

  	
  Print on fabric.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1993

  
	
  Registered:

  	
   

  	
  27Dec93

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  445.
  Registration Number:

  	
   

  	
  VAu-285-442

  
	
  Title:

  	
   

  	
  Fish patchwork.

  
	
  Description:

  	
   

  	
  Print on fabric.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1993

  
	
  Registered:

  	
   

  	
  27Dec93

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  446.
  Registration Number:

  	
   

  	
  VAu-285-443

  
	
  Title:

  	
   

  	
  Magnolia.

  
	
  Description:

  	
   

  	
  Print on fabric.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1993

  
	
  Registered:

  	
   

  	
  27Dec93

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  447.
  Registration Number:

  	
   

  	
  VAu-285-444

  
	
  Title:

  	
   

  	
  Bordello floral.

  
	
  Description:

  	
   

  	
  Print on fabric.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1993

  
	
  Registered:

  	
   

  	
  27Dec93

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  448.
  Registration Number:

  	
   

  	
  VAu-285-445

  
	
  Title:

  	
   

  	
  Paisley vines.

  
	
  Description:

  	
   

  	
  Print on fabric.

  
	
  Note:

  	
   

  	
  2 color variations.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1993

  
	
  Registered:

  	
   

  	
  27Dec93

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  449.
  Registration Number:

  	
   

  	
  VAu-285-446

  
	
  Title:

  	
   

  	
  Hawaiian bandanna.

  
	
  Description:

  	
   

  	
  Print on fabric.

  
	
  Note:

  	
   

  	
  2 color variations.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1993

  
	
  Registered:

  	
   

  	
  27Dec93

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  450.
  Registration Number:

  	
   

  	
  VAu-294-411

  
	
  Title:

  	
   

  	
  Tossed foulard squares.

  
	
  Description:

  	
   

  	
  Print on fabric.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1993

  
	
  Registered:

  	
   

  	
  13Apr94

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  451.
  Registration Number:

  	
   

  	
  VAu-294-412

  
	
  Title:

  	
   

  	
  Quatro stripe.

  
	
  Description:

  	
   

  	
  Print on fabric.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1993

  
	
  Registered:

  	
   

  	
  13Apr94

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  452.
  Registration Number:

  	
   

  	
  VAu-294-413

  
	
  Title:

  	
   

  	
  Checkerboard plaid.

  
	
  Description:

  	
   

  	
  Print on fabric.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1993

  
	
  Registered:

  	
   

  	
  13Apr94

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  453.
  Registration Number:

  	
   

  	
  VAu-395-994

  
	
  Title:

  	
   

  	
  161787-H6 no. 9/10.

  
	
  Description:

  	
   

  	
  Photo.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1997

  
	
  Registered:

  	
   

  	
  22Jul97

  
	
  Title
  on © Application:

  	
   

  	
  Negative no.
  787-H6-9/10.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  454.
  Registration Number:

  	
   

  	
  VAu-395-995

  
	
  Title:

  	
   

  	
  Neg. no. 161787-G4-10.

  
	
  Description:

  	
   

  	
  Photo.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1997

  
	
  Registered:

  	
   

  	
  22Jul97

  
	
  Title
  on © Application:

  	
   

  	
  Negative no. 787-G4-10.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  455.
  Registration Number:

  	
   

  	
  VAu-395-996

  
	
  Title:

  	
   

  	
  Neg. no. 161941-G4-9.

  
	
  Description:

  	
   

  	
  Photo.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1997

  
	
  Registered:

  	
   

  	
  22Jul97

  
	
  Title
  on © Application:

  	
   

  	
  Negative no. 941-G4-9.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  456.
  Registration Number:

  	
   

  	
  VAu-395-997

  
	
  Title:

  	
   

  	
  Neg. no. 161941-B3-8.

  
	
  Description:

  	
   

  	
  Photo.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1997

  
	
  Registered:

  	
   

  	
  22Jul97

  
	
  Title
  on © Application:

  	
   

  	
  Negative no. 941-B3-8.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  457.
  Registration Number:

  	
   

  	
  VAu-395-998

  
	
  Title:

  	
   

  	
  Neg. no. 161985-F6-12.

  
	
  Description:

  	
   

  	
  Photo.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1997

  
	
  Registered:

  	
   

  	
  22Jul97

  
	
  Title
  on © Application:

  	
   

  	
  Negative no. 985-F6-12.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 
















 


	
  458.
  Registration Number:

  	
   

  	
  VAu-395-999

  
	
  Title:

  	
   

  	
  Neg. no. 161787-F6-9.

  
	
  Description:

  	
   

  	
  Photo.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1997

  
	
  Registered:

  	
   

  	
  22Jul97

  
	
  Title
  on © Application:

  	
   

  	
  Negative no. 787-F6-9.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  459.
  Registration Number:

  	
   

  	
  VAu-396-000

  
	
  Title:

  	
   

  	
  Neg. no. 161941-F1-7.

  
	
  Description:

  	
   

  	
  Photo.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1997

  
	
  Registered:

  	
   

  	
  22Jul97

  
	
  Title
  on © Application:

  	
   

  	
  Negative no. 974-F1-7.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  460.
  Registration Number:

  	
   

  	
  VAu-396-001

  
	
  Title:

  	
   

  	
  Neg. no. 161787-A2-11.

  
	
  Description:

  	
   

  	
  Photo.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1997

  
	
  Registered:

  	
   

  	
  22Jul97

  
	
  Title
  on © Application:

  	
   

  	
  Negative no. 787-A2-11.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  461.
  Registration Number:

  	
   

  	
  VAu-396-002

  
	
  Title:

  	
   

  	
  Neg. no. 161941-E8-6.

  
	
  Description:

  	
   

  	
  Photo.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1997

  
	
  Registered:

  	
   

  	
  22Jul97

  
	
  Title
  on © Application:

  	
   

  	
  Negative no. 941-E8-6.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  462.
  Registration Number:

  	
   

  	
  VAu-396-003

  
	
  Title:

  	
   

  	
  Neg. no. 161941-E2-12.

  
	
  Description:

  	
   

  	
  Photo.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1997

  
	
  Registered:

  	
   

  	
  22Jul97

  
	
  Title
  on © Application:

  	
   

  	
  Negative no. 941-E2-12.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  463.
  Registration Number:

  	
   

  	
  VAu-396-004

  
	
  Title:

  	
   

  	
  Neg. no. 161985-D14-10.

  
	
  Description:

  	
   

  	
  Photo.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1997

  
	
  Registered:

  	
   

  	
  22Jul97

  
	
  Title
  on © Application:

  	
   

  	
  Negative 985-D14-10.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  464.
  Registration Number:

  	
   

  	
  VAu-396-005

  
	
  Title:

  	
   

  	
  Neg. no. 161985-C4-5.

  
	
  Description:

  	
   

  	
  Photo.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1997

  
	
  Registered:

  	
   

  	
  22Jul97

  
	
  Title
  on © Application:

  	
   

  	
  Negative no. 985-C4-5.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  465.
  Registration Number:

  	
   

  	
  VAu-396-006

  
	
  Title:

  	
   

  	
  Neg. no.
  161985-J5-10/11.

  
	
  Description:

  	
   

  	
  Photo.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1997

  
	
  Registered:

  	
   

  	
  22Jul97

  
	
  Title
  on © Application:

  	
   

  	
  Negative no.
  985-15-10/11.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  466.
  Registration Number:

  	
   

  	
  VAu-396-007

  
	
  Title:

  	
   

  	
  Neg. no. 161985-A3-2/3.

  
	
  Description:

  	
   

  	
  Photo.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1997

  
	
  Registered:

  	
   

  	
  22Jul97

  
	
  Title
  on © Application:

  	
   

  	
  Negative no.
  985-A3-2/3.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  467.
  Registration Number:

  	
   

  	
  VAu-396-008

  
	
  Title:

  	
   

  	
  Neg. no. 161941-D6-3.

  
	
  Description:

  	
   

  	
  Photo.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1997

  
	
  Registered:

  	
   

  	
  22Jul97

  
	
  Title
  on © Application:

  	
   

  	
  Negative no. 941-D6-3.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  468.
  Registration Number:

  	
   

  	
  VAu-396-009

  
	
  Title:

  	
   

  	
  Neg. no. 161787-C5-3/4.

  
	
  Description:

  	
   

  	
  Photo.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1997

  
	
  Registered:

  	
   

  	
  22Jul97

  
	
  Title
  on © Application:

  	
   

  	
  Negative no.
  787-C5-3/4.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  469.
  Registration Number:

  	
   

  	
  VAu-396-010

  
	
  Title:

  	
   

  	
  Neg. no. 161941-C2-3/4.

  
	
  Description:

  	
   

  	
  Photo.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1997

  
	
  Registered:

  	
   

  	
  22Jul97

  
	
  Title
  on © Application:

  	
   

  	
  Negative no.
  941-C2-3/4.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  470.
  Registration Number:

  	
   

  	
  VAu-396-011

  
	
  Title:

  	
   

  	
  Neg. no. 161985-H7-6.

  
	
  Description:

  	
   

  	
  Photo.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1997

  
	
  Registered:

  	
   

  	
  22Jul97

  
	
  Title
  on © Application:

  	
   

  	
  Negative no. 985-H7-6.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  471.
  Registration Number:

  	
   

  	
  VAu-396-012

  
	
  Title:

  	
   

  	
  Neg. no. 161985-K3-1.

  
	
  Description:

  	
   

  	
  Photo.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1997

  
	
  Registered:

  	
   

  	
  22Jul97

  
	
  Title
  on © Application:

  	
   

  	
  Negative no. 985-K3-1.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  472.
  Registration Number:

  	
   

  	
  VAu-396-013

  
	
  Title:

  	
   

  	
  Neg. no.
  161787-B15-2/3.

  
	
  Description:

  	
   

  	
  Photo.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  1997

  
	
  Registered:

  	
   

  	
  22Jul97

  
	
  Title
  on © Application:

  	
   

  	
  Negative no.
  787-B15-2/3.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  473.
  Registration Number:

  	
   

  	
  VAu-540-107

  
	
  Title:

  	
   

  	
  Paisley shimmie knit.

  
	
  Claimant:

  	
   

  	
  acGuess?, Inc.

  
	
  Created:

  	
   

  	
  2001

  
	
  Registered:

  	
   

  	
  20Nov01

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  474.
  Title:

  	
   

  	
  Guess journal
  international magazine

  
	
  Additional
  Information:

  	
   

  	
  .

  
	
  Note:

  	
   

  	
  Semiannually.
  Description based on: Vol. 13, spring 2000.

  
	
  Copyright
  Information:

  	
   

  	
  Appl. ti.: tGuess
  journal.

  
	
  Holdings:

  	
   

  	
  * acGuess?, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  v. 10, TX 5-157-204. 21Aug00;
  fall 98. DCR 1998; PUB 10Aug98;

  
	
   

  	
   

  	
  v. 11, TX 5-157-203. 21Aug00;
  spring 99. DCR 1999; PUB 4Feb99;

  
	
   

  	
   

  	
  v. 12, TX 5-157-201.
  21Aug00; fall 99. DCR 1999; PUB 2Aug99;

  
	
   

  	
   

  	
  v. 13, TX 5-157-202.
  21Aug00; spring 00. DCR 2000; PUB 7Feb00;

  
	
   

  	
   

  	
  v. 14, TX 5-157-229.
  21Aug00; fall 00. DCR 2000; PUB 18Aug00;

  



 

















 


	
  475.
  Title:

  	
   

  	
  Guess journal
  international magazine

  
	
  Additional
  Information:

  	
   

  	
  .

  
	
  Note:

  	
   

  	
  Semiannually.
  Description based on: Vol. 13, spring 2000.

  
	
  Copyright
  Information:

  	
   

  	
  Appl. ti.: tGuess
  journal.

  
	
  Holdings:

  	
   

  	
  * acGuess?, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  v. 15, TX 5-315-452.
  16Mar01; spring 01. DCR 2001; PUB *Feb01;

  
	
   

  	
   

  	
   

  
	
  476.
  Title:

  	
   

  	
  Guess journal
  international magazine

  
	
  Additional
  Information:

  	
   

  	
  .

  
	
  Note:

  	
   

  	
  Semiannually.
  Description based on: Vol. 13, spring 2000.

  
	
  Copyright
  Information:

  	
   

  	
  Appl. ti.: tGuess
  journal.

  
	
  Holdings:

  	
   

  	
  * acGuess?, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  v. TX 5-428-635.
  24Sep01; 16, fall 01. DCR 2001; PUB *Aug01;

  
	
   

  	
   

  	
   

  
	
  477.
  Title:

  	
   

  	
  Guess journal international
  magazine

  
	
  Additional
  Information:

  	
   

  	
  .

  
	
  Note:

  	
   

  	
  Semiannually.
  Description based on: Vol. 13, spring 2000.

  
	
  Copyright
  Information:

  	
   

  	
  Appl. ti.: tGuess
  journal.

  
	
  Holdings:

  	
   

  	
  * acGuess?, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  v. TX 5-549-762.
  20Feb02; 17, spring 02. DCR 2002; PUB 1Feb02;

  
	
   

  	
   

  	
   

  
	
  478.
  Title:

  	
   

  	
  Guess journal
  international magazine

  
	
  Additional
  Information:

  	
   

  	
  .

  
	
  Note:

  	
   

  	
  Semiannually.
  Description based on: Vol. 13, spring 2000.

  
	
  Copyright
  Information:

  	
   

  	
  Appl. ti.: tGuess
  journal.

  
	
  Holdings:

  	
   

  	
  * acGuess?, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  v. TX 5-708-287.
  30Oct02; 18, fall 02. DCR 2002; PUB 1Aug02;

  
	
   

  	
   

  	
   

  
	
  479.
  Registration Number:

  	
   

  	
  VA-863-617

  
	
  Title:

  	
   

  	
  38524-18.

  
	
  Description:

  	
   

  	
  Photoprint.

  
	
  In:

  	
   

  	
  W magazine,
  May 1997

  
	
  Claimant:

  	
   

  	
  acGuess ?, Inc.

  
	
  Created:

  	
   

  	
  1997

  
	
  Published:

  	
   

  	
  22Mar97

  
	
  Registered:

  	
   

  	
  9Jun97

  
	
  Title
  on © Application:

  	
   

  	
  Negative no. 38524-18.

  
	
  Special
  Codes:

  	
   

  	
  5/S/L

  



 

















 


	
  480.
  Registration Number:

  	
   

  	
  VA-863-618

  
	
  Title:

  	
   

  	
  Guess ? jeans :
  [Negative no.] 56986-1.

  
	
  Description:

  	
   

  	
  Photoprint.

  
	
  In:

  	
   

  	
  Details, May 1997

  
	
  Claimant:

  	
   

  	
  acGuess ?, Inc.

  
	
  Created:

  	
   

  	
  1997

  
	
  Published:

  	
   

  	
  14Mar97

  
	
  Registered:

  	
   

  	
  9Jun97

  
	
  Special
  Codes:

  	
   

  	
  5/S/L

  
	
   

  	
   

  	
   

  
	
  481.
  Registration Number:

  	
   

  	
  VA-863-619

  
	
  Title:

  	
   

  	
  57178-20.

  
	
  Description:

  	
   

  	
  Photoprint.

  
	
  In:

  	
   

  	
  Detour, May 1997

  
	
  Claimant:

  	
   

  	
  acGuess ?, Inc.

  
	
  Created:

  	
   

  	
  1997

  
	
  Published:

  	
   

  	
  1Apr97

  
	
  Registered:

  	
   

  	
  9Jun97

  
	
  Title
  on © Application:

  	
   

  	
  Negative no. 57178-20.

  
	
  Special
  Codes:

  	
   

  	
  5/S/L

  
	
   

  	
   

  	
   

  
	
  482.
  Registration Number:

  	
   

  	
  VA-863-620

  
	
  Title:

  	
   

  	
  Guess ? jeans :
  [Negative no.] 57238-17.

  
	
  Description:

  	
   

  	
  Photoprint.

  
	
  In:

  	
   

  	
  Interview,
  May 1997

  
	
  Claimant:

  	
   

  	
  acGuess ?, Inc.

  
	
  Created:

  	
   

  	
  1997

  
	
  Published:

  	
   

  	
  24Mar97

  
	
  Registered:

  	
   

  	
  9Jun97

  
	
  Special
  Codes:

  	
   

  	
  5/S/L

  
	
   

  	
   

  	
   

  
	
  483.
  Registration Number:

  	
   

  	
  VA-863-621

  
	
  Title:

  	
   

  	
  Guess ? jeans :
  [Negative no.] 38531-36A.

  
	
  Description:

  	
   

  	
  Photoprint.

  
	
  In:

  	
   

  	
  Details, May 1997

  
	
  Claimant:

  	
   

  	
  acGuess ?, Inc.

  
	
  Created:

  	
   

  	
  1997

  
	
  Published:

  	
   

  	
  14Mar97

  
	
  Registered:

  	
   

  	
  9Jun97

  
	
  Special
  Codes:

  	
   

  	
  5/S/L

  
	
   

  	
   

  	
   

  
	
  484.
  Registration Number:

  	
   

  	
  VA-863-622

  
	
  Title:

  	
   

  	
  Guess ? jeans :
  [Negative no.] 57243-6.

  
	
  Description:

  	
   

  	
  Photoprint.

  
	
  In:

  	
   

  	
  Marie Claire,
  May 1997

  
	
  Claimant:

  	
   

  	
  acGuess ?, Inc.

  
	
  Created:

  	
   

  	
  1997

  
	
  Published:

  	
   

  	
  22Mar97

  
	
  Registered:

  	
   

  	
  9Jun97

  
	
  Special
  Codes:

  	
   

  	
  5/S/L

  



 

















 


	
  485.
  Registration Number:

  	
   

  	
  VA-863-623

  
	
  Title:

  	
   

  	
  Guess ? : [Negative
  no.] 56966-11.

  
	
  Description:

  	
   

  	
  Photoprint.

  
	
  Claimant:

  	
   

  	
  acGuess ?, Inc.

  
	
  Created:

  	
   

  	
  1997

  
	
  Published:

  	
   

  	
  1May97

  
	
  Registered:

  	
   

  	
  9Jun97

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  486.
  Registration Number:

  	
   

  	
  VA-863-624

  
	
  Title:

  	
   

  	
  Guess collection :
  [Negative no. 57260-19A]

  
	
  Description:

  	
   

  	
  Photoprint.

  
	
  In:

  	
   

  	
  W magazine,
  May 1997

  
	
  Claimant:

  	
   

  	
  acGuess ?, Inc.

  
	
  Created:

  	
   

  	
  1997

  
	
  Published:

  	
   

  	
  22Mar97

  
	
  Registered:

  	
   

  	
  9Jun97

  
	
  Special
  Codes:

  	
   

  	
  5/S/L

  
	
   

  	
   

  	
   

  
	
  487.
  Registration Number:

  	
   

  	
  VA-863-625

  
	
  Title:

  	
   

  	
  Guess ? : Negative no.
  56923-19.

  
	
  Description:

  	
   

  	
  Photoprint.

  
	
  In:

  	
   

  	
  Las Vegas image,
  Feb. 1997

  
	
  Claimant:

  	
   

  	
  acGuess ?, Inc.

  
	
  Created:

  	
   

  	
  1997

  
	
  Published:

  	
   

  	
  12Apr97

  
	
  Registered:

  	
   

  	
  9Jun97

  
	
  Special
  Codes:

  	
   

  	
  5/S/L

  
	
   

  	
   

  	
   

  
	
  488.
  Registration Number:

  	
   

  	
  VA-1-036-445

  
	
  Title:

  	
   

  	
  Tiger print.

  
	
  Description:

  	
   

  	
  Print on fabric.

  
	
  Claimant:

  	
   

  	
  acGuess ?, Inc.

  
	
  Created:

  	
   

  	
  2000

  
	
  Published:

  	
   

  	
  1Aug00

  
	
  Registered:

  	
   

  	
  21Aug00

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  489.
  Registration Number:

  	
   

  	
  VAu-104-212

  
	
  Title:

  	
   

  	
  Windows : fabric
  designs.

  
	
  Note:

  	
   

  	
  Cataloged from appl.
  only.

  
	
  Claimant:

  	
   

  	
  acGuess ?, Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Registered:

  	
   

  	
  17Nov86

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  490.
  Registration Number:

  	
   

  	
  VAu-349-263

  
	
  Title:

  	
   

  	
  Negative no. 57286-13.

  
	
  Description:

  	
   

  	
  Photoprint.

  
	
  Claimant:

  	
   

  	
  acGuess ?, Inc.

  
	
  Created:

  	
   

  	
  1997

  
	
  Registered:

  	
   

  	
  9Jun97

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  491.
  Registration Number:

  	
   

  	
  VAu-349-264

  
	
  Title:

  	
   

  	
  Negative no. 57194-9A.

  
	
  Description:

  	
   

  	
  Photoprint.

  
	
  Claimant:

  	
   

  	
  acGuess ?, Inc.

  
	
  Created:

  	
   

  	
  1997

  
	
  Registered:

  	
   

  	
  9Jun97

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  492.
  Registration Number:

  	
   

  	
  VAu-349-265

  
	
  Title:

  	
   

  	
  Negative no. 57258-29A.

  
	
  Description:

  	
   

  	
  Photoprint.

  
	
  Claimant:

  	
   

  	
  acGuess ?, Inc.

  
	
  Created:

  	
   

  	
  1997

  
	
  Registered:

  	
   

  	
  9Jun97

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  493.
  Registration Number:

  	
   

  	
  VAu-349-266

  
	
  Title:

  	
   

  	
  Negative no. 56943-15.

  
	
  Description:

  	
   

  	
  Photoprint.

  
	
  Claimant:

  	
   

  	
  acGuess ?, Inc.

  
	
  Created:

  	
   

  	
  1997

  
	
  Registered:

  	
   

  	
  9Jun97

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  494.
  Registration Number:

  	
   

  	
  VAu-349-267

  
	
  Title:

  	
   

  	
  Negative no. 38509-33A.

  
	
  Description:

  	
   

  	
  Photoprint.

  
	
  Claimant:

  	
   

  	
  acGuess ?, Inc.

  
	
  Created:

  	
   

  	
  1997

  
	
  Registered:

  	
   

  	
  9Jun97

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  495.
  Registration Number:

  	
   

  	
  VAu-349-268

  
	
  Title:

  	
   

  	
  Negative no. 57304-29A.

  
	
  Description:

  	
   

  	
  Photoprint.

  
	
  Claimant:

  	
   

  	
  acGuess ?, Inc.

  
	
  Created:

  	
   

  	
  1997

  
	
  Registered:

  	
   

  	
  9Jun97

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  496.
  Registration Number:

  	
   

  	
  VAu-496-634

  
	
  Title:

  	
   

  	
  [Rendevous rayon]

  
	
  Description:

  	
   

  	
  Print on fabric.

  
	
  Note:

  	
   

  	
  Title from appl.

  
	
  Claimant:

  	
   

  	
  acGuess ?, Inc.

  
	
  Created:

  	
   

  	
  2000

  
	
  Registered:

  	
   

  	
  21Aug00

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  497.
  Registration Number:

  	
   

  	
  VA-1-185-606

  
	
  Title:

  	
   

  	
  Guess celebrating
  twenty years : party book.

  
	
  Description:

  	
   

  	
  1 v.

  
	
  Note:

  	
   

  	
  Photoprints with some
  text.

  
	
  Claimant:

  	
   

  	
  acGuess? Inc.

  
	
  Created:

  	
   

  	
  2002

  
	
  Published:

  	
   

  	
  1Aug02

  
	
  Registered:

  	
   

  	
  4Feb03

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 

















 


	
  498.
  Registration Number:

  	
   

  	
  VA-1-200-714

  
	
  Title:

  	
   

  	
  A second decade of
  Guess images : 1991-2001 / aPaul Marciano.

  
	
  Description:

  	
   

  	
  258 p.

  
	
  Claimant:

  	
   

  	
  acGuess? IP Holder, LP

  
	
  Created:

  	
   

  	
  2002

  
	
  Published:

  	
   

  	
  26Aug02

  
	
  Registered:

  	
   

  	
  5Feb03

  
	
  Author
  on © Application:

  	
   

  	
  Guess? IP Holder, LP.

  
	
  Previous
  Related Version:

  	
   

  	
  Preexisting material:
  all photos.

  
	
  Claim
  Limit:

  	
   

  	
  NEW MATTER:
  compilation & text.

  
	
  Miscellaneous:

  	
   

  	
  C.O. corres.

  
	
  Special
  Codes:

  	
   

  	
  5/S/L

  
	
   

  	
   

  	
   

  
	
  499.
  Registration Number:

  	
   

  	
  VAu-119-731

  
	
  Title:

  	
   

  	
  Guess jeans.

  
	
  Description:

  	
   

  	
  art reproduction :
  design on T-shirt.

  
	
  Claimant:

  	
   

  	
  acGuess? Inc.

  
	
  Created:

  	
   

  	
  1986

  
	
  Registered:

  	
   

  	
  25Aug87

  
	
  Title
  on © Application:

  	
   

  	
  Guess jeans bowling.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  500.
  Registration Number:

  	
   

  	
  VAu-119-732

  
	
  Title:

  	
   

  	
  Guess jeans by Georges
  Marciano, style, quality, comfort.

  
	
  Description:

  	
   

  	
  art reproduction :
  design on T-shirt.

  
	
  Claimant:

  	
   

  	
  acGuess? Inc.

  
	
  Created:

  	
   

  	
  1987

  
	
  Registered:

  	
   

  	
  25Aug87

  
	
  Title
  on © Application:

  	
   

  	
  Guess airplane label.

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  501.
  Registration Number:

  	
   

  	
  VAu-244-214

  
	
  Title:

  	
   

  	
  Mexican border.

  
	
  Description:

  	
   

  	
  Print on fabric.

  
	
  Claimant:

  	
   

  	
  acGuess? Inc.

  
	
  Created:

  	
   

  	
  1992

  
	
  Registered:

  	
   

  	
  6Jan93

  
	
  Special
  Codes:

  	
   

  	
  5/S

  
	
   

  	
   

  	
   

  
	
  502.
  Registration Number:

  	
   

  	
  VAu-244-217

  
	
  Title:

  	
   

  	
  Indian camp.

  
	
  Description:

  	
   

  	
  Print on fabric.

  
	
  Claimant:

  	
   

  	
  acGuess? Inc.

  
	
  Created:

  	
   

  	
  1992

  
	
  Registered:

  	
   

  	
  30Dec92

  
	
  Special
  Codes:

  	
   

  	
  5/S

  



 
















 


SCHEDULE 6.12


 


Guarantors


 


The
following Subsidiaries of the Domestic Borrower are Guarantors:


 


Guess.com, Inc.


Guess?
Bermuda Holdings, LLC


Guess?
Retail, Inc.


Guess?
Value LLC


 


1

















 


SCHEDULE 7.01


 


Existing Liens


 


a.                                       Guess?, Inc.


 


	
  Jurisdiction

  	
   

  	
  Filing No.

  	
   

  	
  Filing Date

  	
   

  	
  Secured Party

  	
   

  	
  Collateral Description

  
	
  Delaware SOS

  	
   

  	
  20598049

  	
   

  	
  02/12/2002

  	
   

  	
  Canon Financial
  Services, Inc.

  	
   

  	
  Leased equipment

  
	
  Delaware SOS

  	
   

  	
  22012841

  	
   

  	
  07/31/2002

  	
   

  	
  De Lage Landen Financial Services, Inc.

  	
   

  	
  Equipment

  
	
  Delaware SOS

  	
   

  	
  22012866

  	
   

  	
  07/31/2002

  	
   

  	
  De Lage Landen Financial Services, Inc.

  	
   

  	
  Equipment

  
	
  Delaware SOS

  	
   

  	
  22229171

  	
   

  	
  08/29/2002

  	
   

  	
  Canon Financial
  Services, Inc.

  	
   

  	
  Leased equipment

  
	
  Delaware SOS

  	
   

  	
  30204613

  	
   

  	
  01/06/2003

  	
   

  	
  Canon Financial
  Services, Inc.

  	
   

  	
  Leased equipment

  
	
  Delaware SOS

  	
   

  	
  31595738

  	
   

  	
  05/22/2003

  	
   

  	
  Canon Financial
  Services, Inc.

  	
   

  	
  Leased equipment

  
	
  Delaware SOS

  	
   

  	
  31727075

  	
   

  	
  05/29/2003

  	
   

  	
  Canon Financial
  Services, Inc.

  	
   

  	
  Leased equipment

  
	
  Delaware SOS

  	
   

  	
  32151135

  	
   

  	
  08/01/2003

  	
   

  	
  Canon Financial
  Services, Inc.

  	
   

  	
  Leased equipment

  
	
  Delaware SOS

  	
   

  	
  32190281

  	
   

  	
  08/04/2003

  	
   

  	
  Canon Financial
  Services, Inc.

  	
   

  	
  Leased equipment

  
	
  Delaware SOS

  	
   

  	
  33325761

  	
   

  	
  12/17/2003

  	
   

  	
  Alexander
  Capital Vendor Finance, Inc.

  	
   

  	
  Leased equipment

  
	
  Delaware SOS

  	
   

  	
  41430752

  	
   

  	
  05/05/2004

  	
   

  	
  MB Financial Bank,
  N.A.

  	
   

  	
  Leased equipment

  
	
  Delaware SOS

  	
   

  	
  50471400

  	
   

  	
  02/10/2005

  	
   

  	
  Canon Financial
  Services, Inc.

  	
   

  	
  Leased equipment

  
	
  Delaware SOS

  	
   

  	
  51611160

  	
   

  	
  05/25/2005

  	
   

  	
  IBM Credit LLC

  	
   

  	
  Leased equipment

  
	
  Delaware SOS

  	
   

  	
  54071628

  	
   

  	
  12/30/2005

  	
   

  	
  IBM Credit LLC

  	
   

  	
  Leased equipment

  
	
  Delaware SOS

  	
   

  	
  60242073

  	
   

  	
  01/20/2006

  	
   

  	
  Dell Financial
  Services, L.P.

  	
   

  	
  Leased equipment

  
	
  District of
  Columbia Dept. of Finance and Revenue

  	
   

  	
  2003051255

  	
   

  	
  04/30/2003

  	
   

  	
  Guess IP Holder
  L.P.

  	
   

  	
  Collateral
  secured by Senior Notes Documents

  



 


b.                                      Guess? Canada
Corporation


 


	
  Jurisdiction

  	
   

  	
  Filing No.

  	
   

  	
  Filing Date

  	
   

  	
  Secured Party

  	
   

  	
  Collateral Description

  
	
  Ontario

  	
   

  	
  872922879

  	
   

  	
  05/30/2001

  	
   

  	
  Teletech
  Financial Corporation

  	
   

  	
  Equipment

  
	
  Ontario

  	
   

  	
  871178337

  	
   

  	
  04/04/2001

  	
   

  	
  Teletech
  Financial Corporation

  	
   

  	
  Equipment

  
	
  Ontario

  	
   

  	
  868099176

  	
   

  	
  12/05/2000

  	
   

  	
  Teletech
  Financial Corporation

  	
   

  	
  Equipment

  
	
  Ontario

  	
   

  	
  868099185

  	
   

  	
  12/05/2000

  	
   

  	
  Teletech
  Financial Corporation

  	
   

  	
  Equipment

  
	
  Ontario

  	
   

  	
  867614148

  	
   

  	
  11/16/2000

  	
   

  	
  Teletech
  Financial Corporation

  	
   

  	
  Equipment

  
	
  Ontario

  	
   

  	
  855799929

  	
   

  	
  10/14/1999

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Equipment, goods
  and improvements on all leased premises

  
	
  Ontario

  	
   

  	
  855799812

  	
   

  	
  10/14/1999

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Equipment, goods
  and improvements on all leased premises

  
	
  Ontario

  	
   

  	
  855800019

  	
   

  	
  10/14/1999

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Equipment, goods
  and improvements on all leased premises

  
	
  Ontario

  	
   

  	
  855752589

  	
   

  	
  10/14/1999

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Equipment, goods
  and improvements on all leased premises

  
	
  British Columbia

  	
   

  	
  8998139

  	
   

  	
  07/28/2000

  	
   

  	
  Telecom Leasing
  Canada (TLC) Limited

  	
   

  	
  Leased equipment

  
	
  British Columbia

  	
   

  	
  8998152

  	
   

  	
  07/28/2000

  	
   

  	
  Telecom Leasing
  Canada (TLC) Limited

  	
   

  	
  Leased equipment

  
	
  British Columbia

  	
   

  	
  9307520

  	
   

  	
  2/12/2001

  	
   

  	
  Telecom Leasing
  Canada (TLC) Limited

  	
   

  	
  Leased equipment

  
	
  British Columbia

  	
   

  	
  9511702

  	
   

  	
  06/15/2001

  	
   

  	
  Telecom Leasing
  Canada (TLC) Limited

  	
   

  	
  Leased equipment

  
	
  British Columbia

  	
   

  	
  8509090

  	
   

  	
  10/14/1999

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Equipment, goods
  and improvements on all leased premises

  
	
  Quebec

  	
   

  	
  02-0258552-0009

  	
   

  	
  06/14/2002

  	
   

  	
  Sound Trust

  	
   

  	
  Leased equipment

  
	
  Quebec

  	
   

  	
  05-0185859-0003

  	
   

  	
  04/05/2005

  	
   

  	
  CitiCorp Vendor
  Finance, Ltd.

  	
   

  	
  Leased equipment

  
	
  Quebec

  	
   

  	
  05-0185859-0008

  	
   

  	
  04/05/2005

  	
   

  	
  CitiCorp Vendor
  Finance, Ltd.

  	
   

  	
  Leased equipment

  
	
  Quebec

  	
   

  	
  05-0367886-0011

  	
   

  	
  06/22/2005

  	
   

  	
  CitiCorp Vendor
  Finance, Ltd.

  	
   

  	
  Leased equipment

  
	
  Quebec

  	
   

  	
  05-0367886-0012

  	
   

  	
  06/22/2005

  	
   

  	
  CitiCorp Vendor
  Finance, Ltd.

  	
   

  	
  Leased equipment

  
	
  Quebec

  	
   

  	
  05-0708898-0001

  	
   

  	
  12/15/2005

  	
   

  	
  CitiCorp Vendor
  Finance, Ltd.

  	
   

  	
  Leased equipment

  
	
  Quebec

  	
   

  	
  01-0000301-0007

  	
   

  	
  01/03/2001

  	
   

  	
  CitiCorp Vendor
  Finance, Ltd.

  	
   

  	
  Leased equipment

  
	
  Quebec

  	
   

  	
  01-0057739-0006

  	
   

  	
  02/03/2001

  	
   

  	
  Place Ste-Foy
  Limited Partnership

  	
   

  	
  Movable property
  located at certain leased premises

  
	
  Quebec

  	
   

  	
  01-0107063-0004

  	
   

  	
  04/04/2001

  	
   

  	
  Corporation
  Financière Teletech

  	
   

  	
  Leased equipment

  
	
  Quebec

  	
   

  	
  02-0029310-0014

  	
   

  	
  01/24/2002

  	
   

  	
  Place Jean Talon
  Enr.

  	
   

  	
  Movable property
  on certain leased premises

  
	
  Quebec

  	
   

  	
  99-0080931-0004

  	
   

  	
  05/20/1999

  	
   

  	
  Place Jean Talon

  	
   

  	
  Movable property
  on certain leased premises

  
	
  Quebec

  	
   

  	
  99-0154057-0001

  	
   

  	
  09/24/1999

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Equipment, goods
  and improvements on all leased premises

  
	
  Alberta

  	
   

  	
  99101515577

  	
   

  	
  10/15/1999

  	
   

  	
  Guess?, Inc.

  	
   

  	
  Equipment, goods
  and improvements on all leased premises

  



 


1

















 


c.                                       European Liens


 


Certain
short term loans described in Section (c) of Schedule 7.02 are
secured by liens on accounts receivable.


 


See
footnote (1) on Schedule 7.02 regarding Banca Nazionale del Lavoro’s
right to withdraw 20% of amounts in certain accounts as a lien to guarantee the
payment of installment payments for borrowed money.


 


d.                                      Foreign Bank
Guarantees


 


The
guarantee by Lloyds TSB Corporate described in Section (d) of Schedule 7.02
is secured by cash in a blocked account.


 


The
guarantee by ABN AMRO Bank, NV described in Section (d) of Schedule 7.02
is secured by cash in a blocked account.


 


2

















 


e.                                       Real Property


 


The
Loan Parties and their Subsidiaries have certain liens with respect to real
property.


 


f.                                         Wachovia
Letters of Credit


 


Liens
with respect to collateral held in support of the letters of credit,
merchandise purchased or other guaranties in connection therewith described in Section (b) of
Schedule 7.02.


 


3

















 


SCHEDULE 7.02


 


Existing Indebtedness


 


The
Indebtedness included on this Schedule is permitted under subsections 7.02(e) and
(k) of the Credit Agreement, and may be permitted under other subsections
of Section 7.02 from time to time.


 


a.                                       Guess? Royalty
Finance LLC 6.75% Secured Notes due 2012


 


Governed
by Indenture dated as of April 28, 2003, as amended, by and between Guess?
Royalty Finance LLC and BNY Midwest Trust Company, as trustee.


 


b.                                      Wachovia
Letters of Credit


 


Several
letters of credit, merchandise purchased or other guaranties in connection
therewith have been issued and are outstanding pursuant to the Existing Credit
Agreement in the aggregate amounts set forth below:


 


	
  Standby letters of credit:

  	
   

  	
  $

  	
  7,440,729.00

  	
   

  
	
  Documentary letters of credit — U.S.:

  	
   

  	
  $

  	
  18,629,169.58

  	
   

  
	
  Documentary letters of credit — Canada (in
  Dollars):

  	
   

  	
  $

  	
  3,589,833.97

  	
   

  
	
  Guaranties with respect to the above letters of
  credit:

  	
   

  	
  $

  	
  2,214,671.15

  	
  *

  



 






*
Additional guaranties with respect to the above letters of credit may be issued
from time to time.


 


c.                                       Guess Italia,
S.r.l.


 


(i)            Certain short term loans have been
made by the following institutions and are secured by liens on accounts
receivable:


 


Istituto bancario S.Paolo di Torino


Monte dei Paschi di Siena


Banca Intesa


Banca di Roma


Banca Popolar di Verona


Banca Toscana


BNL


Cassa di Risparmio di Lucca


Credito Artigiano


Cassa Risparmio Firenze


Banca Anton Veneta


Unicredit Banca


Cassa di Risparmio di Volterra


 


1

















 


(ii)           Long term loans:


 


	
  Lender

  	
   

  	
  Loan Date

  	
   

  	
  Maturity

  	
   

  
	
  Cassa di Risparmio di Firenze

  	
   

  	
  01/10/05

  	
   

  	
  10/1/2010

  	
   

  
	
  Banca Antonveneta

  	
   

  	
  01/10/05

  	
   

  	
  10/4/2008

  	
   

  
	
  Banca Nazionale del Lavoro(1)

  	
   

  	
  07/27/05

  	
   

  	
  07/28/2010

  	
   

  
	
  Fingen Apparel BV (MACO Acquisition)

  	
   

  	
  04/05

  	
   

  	
  06/30/2009

  	
   

  



 


(iii)          Capital Lease:


 


	
   

  	
   

  	
  Date

  	
   

  	
  Maturity

  	
   

  
	
  Intesa Leasing Spa-Locat Spa

  	
   

  	
  08/01/06

  	
   

  	
  1/2/2016

  	
   

  



 


d.                                      Foreign Bank
Guarantees


 


(i).           Guarantee by CR Firenze — BNL to
various landlords for building rents on behalf of Guess Italia, S.r.l.


 


(ii).          Guarantee by SPaolo IMI on behalf of
Guess? Italia S.r.l. for tax litigation related to the import of goods by Maco
prior to its acquisition by Guess Italia, S.r.l.


 


(iii).         Guarantee by Lloyds TSB Corporate to a
store landlord for building rent on behalf of Guess U.K. Limited.


 


(iv).         Guarantee by ABN AMRO Bank, NV to a
store landlord for building rent on behalf of Guess? Apparel Retail, B.V.


 


e.                                       Capital Leases


 


In
addition to the Capital Lease listed in Section (c) above, certain
Capital Leases are in existence for which Liens are listed on Schedule 7.01.


 






(1)
Guess Italia, S.r.l. is obligated to send certain cash flows through accounts
at the bank and the bank has the right to withdraw 20% of such amounts as a lien
to guarantee the payment of installment payments.


 


2
















 


SCHEDULE 7.03


 


Existing Investments


 


	
  Entity

  	
   

  	
  Number of Shares/Interests Owned

  
	
  FJ Benjamin (DBS
  Securities Singapore)

  	
   

  	
  300,000

  
	
  Comprehensive
  Healthcare Solutions, Inc.

  	
   

  	
  32,334

  



 


1

















 


SCHEDULE 7.08


 


Existing Transactions with Affiliates


 


The
Domestic Borrower is engaged in various transactions with entities affiliated
with trusts for the respective benefit of Maurice and Paul Marciano, who are
executives of the Domestic Borrower, Armand Marciano, their brother and former
executive of the Domestic Borrower, and certain of their children.


 


The
Domestic Borrower leases manufacturing, warehouse and administrative facilities
from partnerships affiliated with the Marciano Trusts and certain of its
affiliates. There are three of these leases in effect, with expiration dates in
February 2007, July 2008 and December 2014. The total lease
payments to these limited partnerships are currently $0.3 million per
month.  Aggregate rent expense under the
two U.S. related party leases in effect was $1.4 million for both of the first
six months ended July 1, 2006 and July 2, 2005.  During the first quarter of 2005, the
Domestic Borrower, through the Canadian Borrower, began leasing warehouse and
administrative facilities in Montreal, Quebec from a partnership affiliated
with Maurice Marciano and Paul Marciano. The lease has a term of 10 years with
initial lease payments of approximately $530,000 Canadian per year. The
Domestic Borrower and the lessors entered into a written lease agreement during
the second quarter of 2005.


 


The
Domestic Borrower entered into an agreement with MPM Financial, LLC, a
California limited liability company (“MPM Financial”) owned by an affiliated
trust of Maurice Marciano and Paul Marciano, to periodically charter an
aircraft owned by MPM Financial and managed pursuant to an Aircraft Charter and
Management Services Agreement dated December 31, 2004 by and between MPM
Financial and The Air Group, Inc. (“The Air Group”), an independent third
party. Under the charter arrangement, the Domestic Borrower was entitled to
receive a ten percent discount from the standard hourly charter rates The Air
Group charges for the aircraft to unrelated third parties. Although the
Domestic Borrower and MPM Financial have terminated the agreement, the Domestic
Borrower has and may from time to time continue to charter the aircraft on
substantially similar terms to those in the prior agreement.


 


On
January 1, 2003, the Domestic Borrower entered into a license agreement
with BARN S.r.l. (“BARN”), an Italian corporation, under which the Domestic
Borrower granted BARN the right to manufacture and distribute children’s
clothing in certain territories of Europe for a term of three years. The
license agreement was amended as of June 19, 2006 to, among other things,
extend the term until December 31, 2009.  The license agreement has
terms substantially similar to the Domestic Borrower’s other license
agreements. Two key employees of the Domestic Borrower’s wholly-owned
subsidiary, Guess Italia, S.r.l., own BARN. During both of the first six months
of 2006 and 2005, the Domestic Borrower recorded $0.5 million in revenues
related to this license. At July 1, 2006 and December 31, 2005 the
Domestic Borrower had negligible royalty receivable due from BARN.


 


1

















 


SCHEDULE 7.09


 


Certain Existing Agreements


 


The
Senior Notes Documents.


 


1

















 


SCHEDULE 10.02


 


Administrative Agents’ Offices, Certain Addresses for Notices


 


BORROWERS’
ADDRESS FOR NOTICES


 


Guess
?, Inc.


Guess?
Canada Corporation


1444
South Alameda Street

Los Angeles, California  90021


Attention:  Dennis Secor, Chief Financial Officer


Telephone:  (213) 765—3504


Facsimile:  (213) 765-5927


Email:  dsecor@guess.com


 


With
a copy to Deborah Siegel, General Counsel


Telephone:  (213) 765-3691


Facsimile:  (213) 744-7821


Email:  deborsi@guess.com


 


DOMESTIC
BORROWER’S WEBSITE:  www.guess.com


 


BANK OF
AMERICA, N.A.


 


Loan
Administration/Operations/Advances:


Gloria
Romero


275
Valencia Avenue


Brea,
CA 92823-6340


Telephone:
(714) 889-8187


Facsimile:
(888) 841-8160


Email:  gloria.romero@bankofamerica.com


 


Wiring
Instructions:


 


	
  Bank
  Name:

  	
  Bank
  of America, N.A.

  
	
  Address:

  	
  101
  S. Marengo Avenue, 5th Floor

  
	
   

  	
  Pasadena, CA 91101-2428

  
	
  ABA #:

  	
  0260-0959-3

  
	
  Acct. Name:

  	
  GCIB Credit Services #1592

  
	
  Acct #:

  	
  15921-83980

  
	
  Attn:

  	
  Linda Escamilla/Michael Towman

  
	
  FFC:

  	
  For
  further credit to Obligor #

  
	
   

  	
  Ref:
  Guess?, Inc.

  



 


1

















 


Letters
of Credit:


BANK
OF AMERICA, N.A.


Trade
Operations — Los Angeles #226521


333
S. Beaudry Avenue, 19th Floor


Mail Code: CA9-703-19-23


Los Angeles, CA 90017-1466


Attention:  Lawrence Banales


 


Primary
Credit Contact:


BANK
OF AMERICA, N.A.


333
South Hope Street, 13th Floor


Los
Angeles, CA 90071


Mail Code: CA9-193-13-01


Attn: 
Matthew Koenig


Telephone:
(213) 621-7190


Facsimile:
(213) 621-3612


Email:  matthew.koenig@bankofamerica.com


 


Collateral/Insurance
Administration:


Phan
Lam


101
S. Marengo Avenue, 5th Floor


Pasadena,
CA 91101-2428


Telephone:
(626) 666-2237


Facsimile:
(626) 666-2241


Email:  phan.lam@bankofamerica.com


 


Financials:


Racquel
Saika


333
South Hope Street, Suite 1300


Los Angeles, CA 90071-1406


Telephone: (213) 621-7161


Facsimile: (213) 621-3609


Email:  racquel.saika@bankofamerica.com


 


BANK OF
AMERICA, N.A., acting through its Canada Branch


 


Credit
Contact:


BANK
OF AMERICA N.A. (CANADA BRANCH)


200
Front Street West, Suite 2700


Toronto,
Ontario M5V-3L2


Attn: 
Medina Sales de Andrade


Assistant Vice President


Telephone:
(416) 349-5433


Facsimile:
(416) 349-4283


 


2

















 


Administration
Contact:


BANK
OF AMERICA N.A. (CANADA BRANCH)


200
Front Street West, Suite 2700


Toronto,
Ontario M5V-3L2


Attn:  Domingo Braganza


Telephone:
(416) 349-5464


Facsimile:
(416) 349-4282/4283


 


Wiring
Instructions:


Canadian
Dollars:


	
  Name
  of Lender:

  	
  Bank
  of America N.A. (Canada Branch)

  
	
  Transit
  #:

  	
  56792-241

  
	
  Account
  Number:

  	
  90083255

  
	
  Swift
  Code:

  	
  BOFACATT

  
	
  Reference:

  	
  Guess?
  Canada Corporation

  
	
  Attn:

  	
  Loans
  Processing

  



 


3

















 


SCHEDULE 10.06


 


Processing and Recordation Fees


 


The
Administrative Agent will charge a processing and recordation fee (an “Assignment
Fee”) in the amount of $2,500 for each assignment; provided, however,
that in the event of two or more concurrent assignments to members of the same
Assignee Group (which may be effected by a suballocation of an assigned amount
among members of such Assignee Group) or two or more concurrent assignments by
members of the same Assignee Group to a single Eligible Assignee (or to an
Eligible Assignee and members of its Assignee Group), the Assignment Fee will
be $2,500 plus the amount set forth below:


 


	
  Transaction

  	
   

  	
  Assignment Fee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  First four concurrent assignments or
  suballocations to members of an Assignee Group (or from members of an
  Assignee Group, as applicable)

  	
   

  	
  -0-

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Each additional concurrent assignment or
  suballocation to a member of such Assignee Group (or from a member of such
  Assignee Group, as applicable)

  	
   

  	
  $

  	
  500

  	
   

  
					



 


1
















 


EXHIBIT A


 


FORM OF COMMITTED
LOAN NOTICE


 


Date: 
                    ,          


 


	
  To:

  	
   

  	
  [Bank
  of America, N.A., as Domestic Administrative Agent]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Bank of America, N.A., acting through its Canada
  Branch, as Canadian Administrative Agent]

  



 


Ladies
and Gentlemen:


 


Reference is made to that certain Credit Agreement,
dated as of September 19, 2006 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Agreement;”
the terms defined therein being used herein as therein defined), among Guess?, Inc.,
a Delaware corporation (the “Domestic Borrower”), Guess? Canada
Corporation, a Canadian corporation and wholly-owned subsidiary of the Domestic
Borrower (together with the Domestic Borrower, collectively, the “Borrowers”
and individually, a “Borrower”), each lender 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 Canada Branch, as
Canadian Administrative Agent and Canadian L/C Issuer.


 


The undersigned hereby requests (select one):


 


	
  o

  	
   

  	
  A Borrowing of [Domestic]
  [Canadian] Committed Loans

  	
   

  	
  o

  	
   

  	
  A conversion or
  continuation of [Domestic] [Canadian] Loans

  



 


1.             On
                                                                                                    
(a Business Day).


 


2.             In the amount of
$                                                                              .


 


3.             Comprised of
                                                                  .


 


[Type of Committed Loan requested:


Base Rate Loan or Eurodollar Rate Loan]


If conversion, of
                       
Loans to
                  
Loans.


 


4.             For Eurodollar Rate Loans:  with an Interest Period of
            
months.


 


The Committed Borrowing, if any, requested herein
complies with clause (i) of the provisos to the first sentence of Sections
2.01(a) and (b) of the Agreement.


 


	
   

  	
  [GUESS?, INC.]

  
	
   

  	
  [GUESS? CANADA CORPORATION]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 


A-1

















 


EXHIBIT B


 


FORM OF NOTE


 


September 19,
2006


 


FOR VALUE RECEIVED, the undersigned (the “Borrower”)
hereby promises to pay to
                                  
or registered assigns (the “Lender”), in accordance with the provisions
of the Agreement (as hereinafter defined), the principal amount of each Loan
from time to time made by the Lender to the Borrower under that certain Credit
Agreement, dated as of even date herewith (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Agreement;”
the terms defined therein being used herein as therein defined), among the
Borrower, [Guess?, Inc./Guess? Canada Corporation], 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 Canada
Branch, as Canadian Administrative Agent and Canadian L/C Issuer.


 


The Borrower promises to pay interest on the unpaid
principal amount of each Loan from the date of such Loan until such principal
amount is paid in full, at such interest rates and at such times as provided in
the Agreement.  All payments of principal
and interest shall be made to the [Domestic/Canadian] Administrative Agent for
the account of the Lender in [Canadian] Dollars in immediately available funds
at the [Domestic/Canadian] Administrative Agent’s Office or at such other place
as should be designated in writing for such purpose in accordance with the
terms of the Agreement.  If any amount is
not paid in full when due hereunder, such unpaid amount shall bear interest, to
be paid upon demand, from the due date thereof until the date of actual payment
(and before as well as after judgment) computed at the per annum rate set forth
in the Agreement.


 


This Note is one of the Notes referred to in the
Agreement, is entitled to the benefits thereof and may be prepaid in whole or
in part subject to the terms and conditions provided therein.  This Note is also entitled to the benefits of
the Guaranty and is secured by the Collateral. 
Upon the occurrence and continuation of one or more of the Events of
Default specified in the Agreement, all amounts then remaining unpaid on this
Note may become, or may be declared to be, immediately due and payable all as
provided in the Agreement.  Loans made by
the Lender shall be evidenced by one or more loan accounts or records
maintained by the Lender in the ordinary course of business. The Lender may
also attach schedules to this Note and endorse thereon the date, amount and
maturity of its Loans and payments with respect thereto.


 


The Borrower, for itself, its successors and assigns,
hereby waives diligence, presentment, protest and demand and notice of protest,
demand, dishonor and non-payment of this Note.


 


The terms of this Note are subject to amendment only
in the manner provided in the Agreement. 
This Note is subject to restrictions on transfer or assignment as
provided in the Agreement.


 


B-1

















 


 


THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.


 


	
   

  	
  [GUESS?, INC.]

  
	
   

  	
  [GUESS? CANADA CORPORATION]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 


B-2

















 


LOANS AND PAYMENTS WITH RESPECT THERETO


 


	
  Date

  	
   

  	
  Type of

  Loan Made

  	
   

  	
  Amount of

  Loan Made

  	
   

  	
  End of

  Interest

  Period

  	
   

  	
  Amount of

  Principal or

  Interest

  Paid This

  Date

  	
   

  	
  Outstanding

  Principal

  Balance

  This Date

  	
   

  	
  Notation

  Made By

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


B-3
















 


EXHIBIT C


 


FORM OF COMPLIANCE
CERTIFICATE


 


Financial
Statement Date:
                ,      


 


To:                              Bank of America, N.A., as Domestic
Administrative Agent


 


Ladies
and Gentlemen:


 


Reference is made to that certain Credit Agreement,
dated as of September 19, 2006 (as
amended, restated, extended, supplemented or otherwise modified in writing from
time to time, the “Agreement;” the terms defined therein being used
herein as therein defined), among Guess?, Inc., a Delaware corporation
(the “Domestic Borrower”), Guess? Canada Corporation, a Canadian
corporation and wholly-owned subsidiary of the Domestic Borrower (together with
the Domestic Borrower, collectively, the “Borrowers” and individually, a
“Borrower”), each lender from time to time party thereto (collectively,
the “Lenders” and individually, a “Lender”), Bank of America,
N.A., as Domestic Administrative Agent and Domestic L/C Issuer, and Bank of
America, N.A., acting through its Canada Branch, as Canadian Administrative
Agent and Canadian L/C Issuer.


 


The undersigned Responsible Officer hereby certifies
as of the date hereof that he/she is the
                                                      
of the Domestic Borrower, and that, as such, he/she is authorized to execute
and deliver this Certificate to the Domestic Administrative Agent on the behalf
of the Domestic Borrower, and that:


 


[Use
following paragraph 1 for fiscal year-end
financial statements]


 


1.                                       [Attached hereto as Schedule 1]
[Posted on the website of the Domestic Borrower] are the year-end audited
financial statements required by Section 6.01(a) of the
Agreement for the fiscal year of the Domestic Borrower ended as of the above
date, together with the report and opinion of an independent certified public
accountant required by such section.


 


[Use
following paragraph 1 for fiscal quarter-end
financial statements]


 


1.                                       [Attached hereto as Schedule 1]
[Posted on the website of the Domestic Borrower] are the unaudited financial
statements required by Section 6.01(b) of the Agreement for
the fiscal quarter of the Domestic Borrower ended as of the above date.  Such financial statements fairly present the
financial condition, results of operations and cash flows of the Domestic
Borrower and its Subsidiaries in accordance with GAAP as at such date and for
such period, subject only to normal year-end audit adjustments and the absence
of footnotes.


 


2.                                       The undersigned has reviewed and is
familiar with the terms of the Agreement and has made, or has caused to be made
under his/her supervision, a review in reasonable detail of the transactions
and condition (financial or otherwise) of the Domestic Borrower during the
accounting period covered by the attached financial statements.


 


C-1

















 


3.                                       A review of the activities of the
Borrowers during such fiscal period has been made under the supervision of the
undersigned with a view to determining whether during such fiscal period the
Borrowers performed and observed all their respective Obligations under the
Loan Documents, and


 


[select one:]


 


[to the
best knowledge of the undersigned during such fiscal period, the Borrowers
performed and observed each covenant and condition of the Loan Documents
applicable to them, and no Default has occurred and is continuing.]


 


—or—


 


[the
following covenants or conditions have not been performed or observed and the
following is a list of each such Default and its nature and status:]


 


4.                                       The financial covenant analyses and
information set forth on Schedule 2 attached hereto are true and
accurate on and as of the date of this Certificate.


 


[Use
following paragraph 5 for annual
deliveries of the Certificate]


 


5.                                       Attached hereto as Schedule 3
is a supplement to Schedule [II]/[IV] ([locations at which Goods are
kept]/[Intellectual Property]) to the Security Agreement.


 


IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
                                     ,
                          .


 


 


	
   

  	
  GUESS?, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  



 


C-2

















 


For
the Quarter/Year ended
                             (“Statement
Date”)(1)


 


SCHEDULE
2

to the Compliance
Certificate

($ in 000’s)


 


	
  I.

  	
  Section 7.11(a) —
  Total Adjusted Leverage Ratio.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  A.

  	
  The sum of

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.

  	
  Consolidated Funded
  Indebtedness as of the Statement Date, and

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.

  	
  Eight times the real
  property rental expense of the Domestic Borrower and its Subsidiaries for the
  most recently completed period of four fiscal quarters

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3.

  	
  Line I.A.1 plus Line I.A.2

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B.

  	
  EBITDAR for four
  consecutive fiscal quarters ending on above date (“Subject Period”):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.

  	
  Consolidated Net Income
  (including income recognized from deferred revenues on payments by licensees)
  for Subject Period:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.

  	
  Consolidated Interest
  Charges for Subject Period:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3.

  	
  Provision for income taxes
  for Subject Period:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.

  	
  Depreciation expenses for
  Subject Period:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.

  	
  Amortization expenses
  (including stock-based award expense amortizations) for Subject Period:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6.

  	
  Real property rental
  expense for Subject Period:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  7.

  	
  Customary fees, costs and
  expenses incurred in connection with any equity or debt offering, Investments
  or Indebtedness permitted by the Agreement or in connection with the
  consummation of acquisitions permitted pursuant to Section 7.03(h) for
  Subject Period:

  	
   

  	
  $

  



 






(1)   In the event the Domestic Borrower changes
its fiscal year or fiscal quarter end dates, all calculations of financial
covenants set forth in this Schedule 2 will be performed using such new dates
as if the prior fiscal quarters had ended on such new dates.


 


C-3

















 


	
   

  	
   

  	
  8.

  	
  Restructuring charges or reserves (including,
  without limitation, non-cash retention, severance, systems establishment
  costs, excess pension charges, contract termination costs including future
  lease commitments, and costs to consolidate facilities and relocate
  employees) for Subject Period (not to exceed $50,000,000 in the aggregate
  through the Maturity Date):

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  9.

  	
  Other non-recurring expenses (excluding losses
  generated from barter transactions) during Subject Period reducing such
  Consolidated Net Income which do not represent a cash item in the Subject Period
  or any future period:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  10.

  	
  Federal, state, local and foreign income Tax credits
  (to the extent included in calculating such Consolidated Net Income) for
  Subject Period:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  11.

  	
  All non-recurring non-cash items (excluding gains
  generated from barter transactions) increasing Consolidated Net Income for
  Subject Period:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  12.

  	
  EBITDAR (Lines I.B.1 + 2 + 3 + 4 + 5 + 6 + 7 + 8 + 9
  — 10 — 11):

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  C.

  	
  Total Adjusted Leverage
  Ratio (Line I.A.3  ̧ Line I.B.12):

  	
   

  	
  to
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Maximum permitted:

  	
   

  	
   

  



 


	
  Four Fiscal Quarters Ending

  	
   

  	
  Maximum Total

  Adjusted

  Leverage Ratio

  
	
  Closing Date through the last day of the first fiscal quarter of
  fiscal year 2009

  	
   

  	
  4.50
  to 1.00

  
	
  The second fiscal quarter of fiscal year 2009 and each fiscal quarter
  thereafter

  	
   

  	
  4.25
  to 1.00

  



 


	
  II.

  	
  Section 7.11(b) — Consolidated Fixed
  Charge Coverage Ratio.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  A.

  	
  1.

  	
  EBITDAR for the Subject Period (Line I.B.12 above):

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.

  	
  Federal, state, local and foreign income taxes paid
  in cash for the Subject Period:

  	
   

  	
  $

  



 


C-4

















 


	
   

  	
   

  	
  3.

  	
  Maintenance Capital
  Expenditures for the Subject Period (but in no event less than $10,000,000):

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.

  	
  Lines II.A.1 — 2 — 3:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B.

  	
  The sum of

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.

  	
  Consolidated Interest
  Charges for Subject Period:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.

  	
  All regularly scheduled
  and/or contractual principal payments or redemptions of debt for Subject
  Period (excluding debt refinanced):

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3.

  	
  Real property rental
  expense for Subject Period:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.

  	
  Restricted Payments
  (exclusive of those permitted under Section 7.06(e)) for the
  Subject Period:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.

  	
  Lines II.B.1 + 2 + 3 + 4:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  C.

  	
  Consolidated Fixed Charge
  Coverage Ratio (Line II.A.4  ̧ Line II.B.5):

  	
   

  	
  to
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Minimum required:

  	
   

  	
   

  



 


	
  Four Fiscal Quarters Ending

  	
   

  	
  Minimum

  Consolidated

  Fixed Charge

  Coverage Ratio

  	
   

  
	
  Closing Date through the last day of the first fiscal quarter of
  fiscal year 2009

  	
   

  	
  1.10
  to 1.00

  	
   

  
	
  The second fiscal quarter of fiscal year 2009 and each fiscal quarter
  thereafter

  	
   

  	
  1.20
  to 1.00

  	
   

  



 


	
  III.

  	
  Calculation of Basket Usage.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  A.

  	
  Indebtedness — Section 7.02

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

  	
  Debt permitted under 7.02(g)

  (not to exceed $35,000,000):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
  Aircraft lease not to exceed $20,000,000):

  	
   

  	
  $

  



 


C-5

















 


	
   

  	
   

  	
  (iii)

  	
  Foreign Subsidiary debt

  (not to exceed $50,000,000):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B.

  	
  Investments — Section 7.03

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

  	
  Minority Equity Interests in foreign Persons

  (not to exceed $50,000,000):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
  Acquisitions under Section 7.03(h):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (a)

  	
  Cash consideration

  (not to exceed $125,000,000):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (b)

  	
  Total consideration

  (not to exceed $150,000,000):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)

  	
  Investments in publicly traded securities (not to
  exceed $4,000,000 plus the amount of proceeds from the sale of such
  securities):

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iv)

  	
  Investments in domestic Persons (not to exceed
  $35,000,000):

  	
   

  	
   

  



 


C-6

















 


EXHIBIT D


 


ASSIGNMENT AND ASSUMPTION


 


This Assignment and Assumption (this “Assignment
and Assumption”) is dated as of the Effective Date set forth below and is
entered into by and between [Insert name of Assignor]
(the “Assignor”) and [Insert name of Assignee]
(the “Assignee”).  Capitalized
terms used but not defined herein shall have the meanings given to them in the
Credit Agreement identified below (the “Credit Agreement”), receipt of a
copy of which is hereby acknowledged by the Assignee.  The Standard Terms and Conditions set forth
in Annex 1 attached hereto are hereby agreed to and incorporated herein by
reference and made a part of this Assignment and Assumption as if set forth
herein in full.


 


For an agreed consideration, the Assignor hereby
irrevocably sells and assigns to the Assignee, and the Assignee hereby
irrevocably purchases and assumes from the Assignor, subject to and in
accordance with the Standard Terms and Conditions and the Credit Agreement, as
of the Effective Date inserted by the [Domestic/Canadian] Administrative Agent
as contemplated below (i) all of the Assignor’s rights and obligations as
a Lender under the Credit Agreement and any other documents or instruments
delivered pursuant thereto to the extent related to the amount and percentage
interest identified below of all of such outstanding rights and obligations of
the Assignor under the respective facilities identified below (including,
without limitation, the Letters of Credit included in such facilities) and (ii) to
the extent permitted to be assigned under applicable law, all claims, suits,
causes of action and any other right of the Assignor (in its capacity as a
Lender) against any Person, whether known or unknown, arising under or in
connection with the Credit Agreement, any other documents or instruments
delivered pursuant thereto or the loan transactions governed thereby or in any
way based on or related to any of the foregoing, including, but not limited to,
contract claims, tort claims, malpractice claims, statutory claims and all
other claims at law or in equity related to the rights and obligations sold and
assigned pursuant to clause (i) above (the rights and obligations sold and
assigned pursuant to clauses (i) and (ii) above being referred to
herein collectively as, the “Assigned Interest”).  Such sale and assignment is without recourse
to the Assignor and, except as expressly provided in this Assignment and
Assumption, without representation or warranty by the Assignor.


 


(i)                                     Assignor:


 


(ii)                                  Assignee:                                                                                                                             [and
is an Affiliate/Approved Fund of [identify Lender](2)]


 


(iii)                               Borrowers:                                      Guess?, Inc. and Guess? Canada
Corporation


 






(2)                                  Select as
applicable


 


D-1

















 


(iv)                              Domestic Administrative Agent: 
Bank of America, N.A., as the domestic administrative agent under the
Credit Agreement.


 


(v)                                 Canadian Administrative Agent: 
Bank of America, N.A., acting through its Canada Branch.


 


(vi)                              Credit Agreement: 
Credit Agreement, dated as of September 19, 2006, among Guess?, Inc.,
a Delaware corporation (the “Domestic Borrower”), Guess? Canada
Corporation, a Canadian corporation and wholly-owned subsidiary of the Domestic
Borrower (together with the Domestic Borrower, collectively, the “Borrowers”
and individually, a “Borrower”), each lender from time to time party
thereto (collectively, the “Lenders” and individually, a “Lender”),
Bank of America, N.A., as Domestic Administrative Agent and Domestic L/C
Issuer, and Bank of America, N.A., acting through its Canada Branch, as
Canadian Administrative Agent and Canadian L/C Issuer.


 


(vii)                           Assigned Interest:


 


	
  Facility Assigned

  	
   

  	
  Aggregate

  Amount of

  Commitment

  for all Lenders*

  	
   

  	
  Amount of

  Commitment

  Assigned*

  	
   

  	
  Percentage

  Assigned of

  Commitment(3)

  	
   

  	
  CUSIP Number

  	
   

  
	
  Domestic Facility

  	
   

  	
  $

  	
   

  	
  $

  	
   

  	
   

  	
  %

  	
   

  	
   

  
	
  Canadian Facility

  	
   

  	
  $

  	
   

  	
  $

  	
   

  	
   

  	
  %

  	
   

  	
   

  
	
   

  	
   

  	
  $

  	
   

  	
  $

  	
   

  	
   

  	
  %

  	
   

  	
   

  



 


(viii)                        [Trade Date:                                                 ](4)


 


Effective Date:
                                  ,
20     [TO BE INSERTED BY [DOMESTIC/CANADIAN]
ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF
TRANSFER IN THE REGISTER THEREFOR.]


 






*              Amount to be adjusted by the counterparties to take
into account any payments or prepayments made between the Trade Date and the
Effective Date.


 


(3)       Set forth, to at least 9 decimals, as a
percentage of the Commitment/Loans of all Lenders thereunder.


 


(4)       To be completed if the Assignor and the
Assignee intend that the minimum assignment amount is to be determined as of
the Trade Date.


 


D-2

















 


The terms set forth in this Assignment and Assumption
are hereby agreed to:


 


	
   

  	
   

  	
  ASSIGNOR

  
	
   

  	
   

  	
  [NAME OF ASSIGNOR]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ASSIGNEE

  	
   

  
	
   

  	
   

  	
  [NAME OF ASSIGNEE]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  [Consented to and]
  Accepted:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BANK OF AMERICA, N.A., as
  Domestic

  	
   

  	
   

  
	
   Administrative Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [OR]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [Consented to and]
  Accepted:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BANK OF AMERICA, N.A.,

  	
   

  	
   

  
	
   acting through its Canada branch, as

  	
   

  	
   

  
	
   Canadian Administrative Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [Consented to]:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  GUESS?, INC.,

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


D-3

















 


	
  [OR]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [Consented to]:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  GUESS? CANADA CORPORATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 


D-4






 












 


ANNEX 1 TO ASSIGNMENT AND ASSUMPTION


 


GUESS?,
INC. and GUESS? CANADA CORPORATION CREDIT AGREEMENT


 


STANDARD
TERMS AND CONDITIONS FOR


 


ASSIGNMENT
AND ASSUMPTION


 


1.             Representations and Warranties.


 


1.1.          Assignor.  The Assignor (a) represents
and warrants that (i) it is the legal and beneficial owner of the Assigned
Interest, (ii) the Assigned Interest is free and clear of any lien,
encumbrance or other adverse claim and (iii) it has full power and
authority, and has taken all action necessary, to execute and deliver this
Assignment and Assumption and to consummate the transactions contemplated
hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the
Credit Agreement or any other Loan Document, (ii) the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Loan
Documents or any collateral thereunder, (iii) the financial condition of
the Borrower, any of its Subsidiaries or Affiliates or any other Person
obligated in respect of any Loan Document or (iv) the performance or
observance by the Borrower, any of its Subsidiaries or Affiliates or any other
Person of any of their respective obligations under any Loan Document.


 


1.2.          Assignee.  The Assignee (a) represents
and warrants that (i) it has full power and authority, and has taken all
action necessary, to execute and deliver this Assignment and Assumption and to
consummate the transactions contemplated hereby and to become a Lender under
the Credit Agreement, (ii) it meets all requirements of an Eligible
Assignee under the Credit Agreement (subject to receipt of such consents as may
be required under the Credit Agreement), (iii) from and after the
Effective Date, it shall be bound by the provisions of the Credit Agreement as
a Lender thereunder and, to the extent of the Assigned Interest, shall have the
obligations of a Lender thereunder, (iv) it is sophisticated with respect
to decisions to acquire assets of the type represented by the Assigned Interest
and either it, or the person exercising discretion in making its decision to
acquire the Assigned Interest, is experienced in acquiring assets of such type,
(v) it has received a copy of the Credit Agreement, and has received or
has been accorded the opportunity to receive copies of the most recent
financial statements delivered pursuant to Section 6.01 thereof, as
applicable, and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assignment and Assumption and to purchase the Assigned Interest, (vi) it
has, independently and without reliance upon the Administrative Agent or any
other Lender and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Assignment and Assumption and to purchase the Assigned Interest, on the basis
of which it has made such analysis and decision independently and without
reliance on the Administrative Agent or any other Lender, and (vii) if it
is a Foreign Lender, attached hereto is any documentation required to be
delivered by it pursuant to the terms of the Credit Agreement, duly completed
and executed by the Assignee; and (b) agrees that (i) it will,
independently and without reliance on the Administrative Agent, the Assignor or
any other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Loan Documents, and (ii) it will perform in
accordance with their terms all of the obligations which by the terms of the
Loan Documents are required to be performed by it as a Lender.


 


D-5

















 


2.             Payments.  From and after
the Effective Date, the Administrative Agent shall make all payments in respect
of the Assigned Interest (including payments of principal, interest, fees and
other amounts) to the Assignor for amounts which have accrued to but excluding
the Effective Date and to the Assignee for amounts which have accrued from and
after the Effective Date.


 


3.             General
Provisions.  This
Assignment and Assumption shall be binding upon, and inure to the benefit of,
the parties hereto and their respective successors and assigns.  This Assignment and Assumption may be
executed in any number of counterparts, which together shall constitute one
instrument.  Delivery of an executed
counterpart of a signature page of this Assignment and Assumption by
telecopy shall be effective as delivery of a manually executed counterpart of
this Assignment and Assumption.  This
Assignment and Assumption shall be governed by, and construed in accordance
with, the law of the State of California.


 


D-6

















 


EXHIBIT E


 


GUARANTY


 


GUARANTY dated as of September 19, 2006
(the “Guaranty”) made by Guess?, Inc., a Delaware corporation (the “Domestic
Borrower”), Guess? Retail, Inc., a Delaware corporation, Guess? Value
LLC, a Virginia limited liability company, Guess? Bermuda Holdings, LLC, a
Delaware limited liability company and Guess.com, Inc., a Delaware
corporation (together with any future
Domestic Subsidiary (as defined in the Credit Agreement referred to below), if
any, that becomes a party to this Guaranty, a “Guarantor” and
collectively, the “Guarantors”) in favor of each of the Administrative
Agents (as hereinafter defined) and the Lender Parties (as defined below).


 


PRELIMINARY STATEMENTS:


 


(1)           The Domestic Borrower, Guess? Canada Corporation, a
Canadian corporation and wholly-owned subsidiary of the Domestic Borrower (the “Canadian
Borrower” and together with the Domestic Borrower, collectively the “Borrowers”),
various lenders (the “Lenders”), Bank of America, N.A., as domestic
administrative agent for certain of the lenders (in such capacity, the “Domestic
Administrative Agent”) and Bank of America, N.A., acting through its Canada
Branch, as Canadian administrative agent for certain of the Lenders (in such
capacity, the “Canadian Administrative Agent” and together with the
Domestic Administrative Agent, the “Administrative Agents”) have entered
into a Credit Agreement dated as of the date hereof (said Agreement, as it may
hereafter be amended or otherwise modified from time to time, being the “Credit
Agreement”; capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to such terms in the Credit Agreement),
pursuant to which the Lenders have, among other things, and subject to the
terms and conditions set forth in the Credit Agreement, agreed to make Loans
and Letters of Credit available to the Borrowers.


 


(2)           It is a condition precedent to the making of Loans
and the issuance of Letters of Credit by the L/C Issuers under the Credit
Agreement that each Guarantor shall have executed and delivered this Guaranty.


 


(3)           The Guarantors have duly authorized the execution,
delivery and performance of this Guaranty.


 


(4)           Each Guarantor hereby confirms that it will derive
substantial direct and indirect benefit from the transactions contemplated by
the Credit Agreement.


 


NOW, THEREFORE, in consideration of the
premises and in order to induce the Lenders to make Loans and to issue Letters
of Credit under the Credit Agreement for the benefit of the Borrowers from time
to time, each Guarantor hereby agrees as follows:


 


Section 1.  Guaranty:
Limitation of Liability.


 


(a)           Subject to the final sentence of this subsection, each
of the Guarantors hereby jointly and severally unconditionally and irrevocably,
as primary obligor and not merely as surety, guarantees the full and prompt
payment when due, whether by acceleration or otherwise, and at all times
thereafter, of (a) all obligations of the Borrowers howsoever created,
arising or evidenced, whether director or indirect, absolute or contingent, now
or hereafter existing, or due or to become due, which arise out of or in
connection with the Credit Agreement or any other Loan Document, as the same
may be amended, modified, extended or renewed from time to time, (b) all
obligations of the Borrowers to any Lender Party (as defined below) under any
Swap Contract and (c) all costs and expenses paid or incurred by the
Administrative Agents or any Lender Party in enforcing this Guaranty or any
other applicable Loan Document against such Guarantor (all such obligations
being herein collectively called the “Guaranteed Obligations”).  As used herein, “Lender Party” means
each Lender and any Affiliate of such Lender which is a party to a Swap
Contract with either of the Borrowers. 
Without limiting the generality of the foregoing, each Guarantor’s
liability shall extend to all amounts that constitute part of the Guaranteed
Obligations and would be owed by either of the Borrowers to the Administrative
Agents or any Lender Party under the Loan Documents but for the fact that they
are unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving the Borrowers.  It is understood and agreed that the Domestic
Borrower is executing this Guaranty to evidence its guaranty of the obligations
of the Canadian Borrower to the Lender Parties; it is not guarantying its own
primary obligations to the Lender Parties.


 


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(b)           This Guaranty constitutes a guaranty by each Guarantor
of payment when due and not of collection, and each Guarantor specifically
agrees that it shall not be necessary or required that the Administrative
Agents or any Lender exercise any right, assert any claim or demand or enforce
any remedy whatsoever against the Borrowers (or any other Person) before or as
a condition to the obligations of such Guarantor hereunder.


 


(c)           Any term or provision of this Guaranty or any other
Loan Document to the contrary notwithstanding, the aggregate maximum amount of
the Guaranteed Obligations for which each Guarantor (other than the Domestic
Borrower) shall be liable shall not exceed the maximum amount for which such
Guarantor can be liable without rendering this Guaranty or any other Loan
Document as it relates to such Guarantor, voidable under applicable law
relating to fraudulent conveyance or fraudulent transfer.  The obligations of the Domestic Borrower
hereunder shall be unlimited.


 


Section 2.  Guaranty Absolute.  Each Guarantor guarantees that the Guaranteed
Obligations will be paid strictly in accordance with the terms of the Loan
Documents, regardless of any law, regulation or order now or hereafter in
effect in any jurisdiction affecting any of such terms or the rights of the
Administrative Agents or any Lender Party with respect thereto.  The Obligations of each Guarantor under this
Guaranty are independent of the Guaranteed Obligations or any other Obligations
of any other Loan Party under the Loan Documents, and a separate action or
actions may be brought and prosecuted against any Guarantor to enforce this
Guaranty, irrespective of whether any action is brought against the Borrowers
or any other Loan Party or whether the Borrowers or any other Loan Party is
joined in any such action or actions. 
The creation or existence from time to time of additional Guaranteed
Obligations to the Administrative Agents or the Lender Parties or any of them
is authorized, without notice to any Guarantor, and shall in no way impair the
rights of the Administrative Agents or the Lender Parties or the obligations of
any Guarantor under this Guaranty, including the Guaranty hereunder of such
additional Guaranteed Obligations.  The
liability of each Guarantor under this Guaranty shall be irrevocable, absolute
and unconditional irrespective of, and each Guarantor hereby irrevocably waives
any defenses it may now or hereafter have in any way relating to, any or all of
the following to the fullest extent permitted by applicable law:


 


E-2

















 


(a)           any lack of validity, legality or enforceability of
the Credit Agreement or any Loan Document;


 


(b)           the failure of the Administrative Agents or any
Lender:


 


(i)            to assert any claim or demand or to
enforce any right or remedy against the Borrowers or any other Person
(including any other guarantor) under the provisions of the Credit Agreement,
any other Loan Document or otherwise, or


 


(ii)           to exercise any right or remedy against
any other guarantor of, or collateral securing, any Guaranteed Obligations;


 


(c)           any change in the time, manner or place of payment of,
or in any other term of, all or any of the Guaranteed Obligations, or any other
extension, compromise or renewal of any Guaranteed Obligation;


 


(d)           any reduction, limitation, impairment or termination
of any Guaranteed Obligations for any reason, including any claim of waiver,
release, surrender, alteration or compromise, and shall not be subject to (and
such Guarantor hereby waives any right to or claim of) any defense or setoff,
counterclaim, recoupment or termination whatsoever by reason of the invalidity,
illegality, nongenuineness, irregularity, compromise, unenforceability of, or
any other event or occurrence affecting, any Guaranteed Obligations;


 


(e)           any amendment to, rescission, waiver, or other
modification of, or any consent to departure from, any of the terms of the
Credit Agreement or any other Loan Document;


 


(f)            (i) any addition, exchange, release, surrender or
non-perfection of any collateral or (ii) any amendment to or waiver or
release or addition of, or consent to departure from, any other guaranty held
by the Administrative Agents or any Lender, securing or supporting any of the
Guaranteed Obligations;


 


(g)           any other circumstance which might otherwise
constitute a defense available to, or a legal or equitable discharge of, any
Guarantor, the Borrowers, any surety or any other guarantor; or


 


(h)           any failure of the Administrative Agents or any Lender
Party to disclose to the Borrowers or each Guarantor any information relating
to the financial condition, operations, properties or prospects of any other
Loan Party now or in the future known to the Administrative Agents or any
Lender Party (each Guarantor waiving any duty on the part of the Administrative
Agents or the Lender Parties to disclose such information).


 


This Guaranty shall continue to be effective or be
reinstated, as the case may be, if at any time any payment (in whole or in
part) of any of the Guaranteed Obligations is rescinded or must otherwise be
returned by the Administrative Agents or any Lender Party or any other Person upon
the insolvency, bankruptcy or reorganization of the Borrowers or any other Loan
Party or otherwise, all as though such payment had not been made.


 


E-3

















 


Section 3.  Waivers and
Acknowledgments.


 


(a)           Each Guarantor hereby waives promptness, diligence,
notice of acceptance and any other notice with respect to any of the Guaranteed
Obligations and this Guaranty and any requirement that the Administrative
Agents or any Lender Party protect, secure, perfect or insure any security
interest or Lien, or any property subject thereto, or exhaust any right or take
any action against the Borrowers or any other Person (including any Guarantor)
or entity or any collateral securing any Guaranteed Obligations.


 


(b)           Each Guarantor hereby irrevocably waives any right to
revoke this Guaranty, and acknowledges that this Guaranty is continuing in
nature and applies to all Guaranteed Obligations, whether existing now or in
the future (it being understood and agreed that if, notwithstanding the
foregoing, any such revocation shall occur or be attempted, such revocation
shall not in any event reduce or otherwise affect any Guarantor’s liability
with respect to Guaranteed Obligations arising prior to receipt by the
Administrative Agents and the Lender Parties of written notice of such
revocation or attempted revocation).


 


(c)           Each Guarantor hereby waives to the fullest extent
permitted by applicable law: (i) any rights to assert against the
Administrative Agents and the Lender Parties any defense (legal or equitable),
set-off, counterclaim, or claim which such Guarantor may now or at any time
hereafter have against Borrowers or any other party liable to the
Administrative Agents and the Lender Parties; (ii) any defense, set-off,
counterclaim, or claim, of any kind or nature, arising directly or indirectly
from the present or future lack of perfection, sufficiency, validity, or
enforceability of the Guaranteed Obligations or any security therefor; (iii) any
defense arising by reason of any claim or defense based upon an election of
remedies by the Administrative Agents or the Lender Parties; (iv) any act
which shall defer or delay the operation of any statute of limitations applicable
to the Guaranteed Obligations shall similarly operate to defer or delay the
operation of such statute of limitations applicable to such Guarantor’s
liability hereunder; and (v) any defense or benefit that may be derived
from or afforded by law which limits the liability of or exonerates guaranties
or sureties or requires the Administrative Agents or the Lender Parties to
exhaust remedies against the Borrowers prior to commencing any action or
foreclosure against such Guarantor or its properties including, without
limitation, the benefits of Sections 2787 through 2855, inclusive, and Sections
2899 and 3433 of the California Civil Code and any successor provisions to such
Sections, or any similar provisions under United States or Canadian law.


 


(d)           Each Guarantor agrees that if all or a portion of the
Obligations or this Guaranty is at any time secured by a deed of trust or
mortgage covering interests in real property, the Administrative Agents and the
Lender Parties, in their sole discretion, without notice or demand and without
affecting the liability of such Guarantor under this Guaranty, may foreclose
pursuant to the terms of the Credit Agreement or otherwise the deed of trust or
mortgage and the interests in real property secured thereby by non-judicial
sale.  Each Guarantor understands that
the exercise by the Administrative Agents or the Lender Parties of certain
rights and remedies contained in the Credit Agreement and any such deed of
trust or mortgage may affect or eliminate such Guarantor’s right of subrogation
against Borrowers and that such Guarantor may therefore incur a partially or
totally non-reimbursable liability hereunder. 
Nevertheless, each Guarantor hereby authorizes and empowers the
Administrative Agents or the Lender Parties to exercise, in their sole
discretion, any rights and remedies, or any combination thereof, which may then
be available, since it is the intent and purpose of such Guarantor that the
obligations hereunder shall be absolute, independent and unconditional under
any and all circumstances. 
Notwithstanding any foreclosure of the lien of any deed of trust or
security agreement with respect to any or all of any real or personal property
secured thereby, whether by the exercise of the power of sale contained
therein, by an action for judicial foreclosure or by an acceptance of a deed in
lieu of foreclosure, each Guarantor shall remain bound under this Guaranty
including its obligation to pay any deficiency following a non-judicial
foreclosure to the fullest extent permitted by applicable law.


 


E-4

















 


(e)           Each Guarantor acknowledges that it will receive
substantial direct and indirect benefits from the financing arrangements
contemplated by the Loan Documents and that the waivers set forth in this Section 3
are knowingly made in contemplation of such benefits.


 


Section 4.  Subrogation.  Each Guarantor agrees that it will not
exercise any rights that it may now or hereafter acquire against the Borrowers
or any other Person that arise from the existence, payment, performance or
enforcement of such Guarantor’s obligations under this Guaranty or any other
Loan Document, including, without limitation, any right of subrogation,
reimbursement, exoneration, contribution or indemnification and any right to
participate in any claim or remedy of the Administrative Agents or any Lender
Party against the Borrowers or any other Person or any collateral which the
Administrative Agents or any Lender Party now has or hereafter acquires,
whether or not such claim, remedy or right arises in equity or under contract,
statute or common law, including, without limitation, the right to take or
receive from the Borrowers or any Person, directly or indirectly, in cash or
other property or by set-off or in any other manner, payment or security on
account of such claim, remedy or right, unless and until all of the Guaranteed
Obligations and all other amounts payable under this Guaranty shall have been
paid in full in cash and the Commitments shall have expired or terminated.  If any amount shall be paid to any Guarantor
in violation of the preceding sentence at any time prior to the later of (i) the
payment in full in cash of the Guaranteed Obligations and all other amounts
payable under this Guaranty and (ii) the Maturity Date, such amount shall
be held in trust for the benefit of the Administrative Agents and the Lender
Parties and shall forthwith be paid to the Administrative Agents to be credited
and applied to the Guaranteed Obligations and any other amounts payable under
this Guaranty whether matured or unmatured, in accordance with the terms of the
Loan Documents, or to be held as collateral for any Guaranteed Obligations or
other amounts payable under this Guaranty thereafter arising.  If (i) a Guarantor shall make payment to
the Administrative Agents or any Lender Party of all or any part of the
Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all
other amounts payable under this Guaranty shall be paid in full in cash and (iii) the
Maturity Date shall have occurred, the Administrative Agents and the Lender
Parties shall, at such Guarantor’s request and expense, execute and deliver to
such Guarantor appropriate documents, without recourse and without
representation or warranty, necessary to evidence the transfer by subrogation
to such Guarantor of an interest in the Guaranteed Obligations resulting from
such payment by such Guarantor.


 


E-5

















 


Section 5.  Payments Free and Clear of Taxes, Etc.


 


(a)           Any and all payments made by any Guarantor hereunder
to or for the account of the Administrative Agents or any Lender Party shall be
made, in accordance with and subject to Section 3.01 of the Credit
Agreement, free and clear of and without reduction or withholding for any
Indemnified Taxes or Other Taxes, provided that if such Guarantor shall
be required by applicable law to deduct or withhold any Indemnified Taxes
(including any Other Taxes) from such payments, then (i) the sum payable
shall be increased as necessary so that after making all required deductions or
withholdings (including deductions applicable to additional sums payable under
this Section) the applicable Administrative Agent or Lender Party, as the case
may be, receives an amount equal to the sum it would have received had no such
deductions or withholdings been made, (ii) the applicable Guarantor shall
make such deductions or withholdings and (iii) the applicable Guarantor
shall timely pay the full amount deducted or withheld to the relevant
Governmental Authority in accordance with applicable law.


 


(b)           Without limiting the provisions of subsection (a) above,
the Guarantors shall timely pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law.


 


(c)           Each Guarantor will indemnify the Administrative
Agents and each Lender Party, within 10 days after demand therefor, for the
full amount of any Indemnified Taxes or Other Taxes (including Indemnified
Taxes or Other Taxes imposed or asserted on or attributable to amounts payable
under this Section) paid by such Administrative Agent or Lender Party, as the
case may be, and any penalties, interest and reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes or
Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority.  A certificate as
to the amount of such payment or liability delivered to the applicable
Guarantor by a Lender Party (with a copy to the applicable Administrative
Agent), or by an Administrative Agent on its own behalf or on behalf of a
Lender Party, shall be conclusive absent manifest error.


 


(d)           As soon as practicable after any payment of
Indemnified Taxes or Other Taxes by a Guarantor to a Governmental Authority,
such Guarantor shall deliver to the applicable Administrative Agent the
original or a certified copy of a receipt issued by such Governmental Authority
evidencing such payment, a copy of the return reporting such payment or other
evidence of such payment reasonably satisfactory to such Administrative Agent.


 


(e)           Any Lender Party that is entitled to an exemption from
or reduction of withholding Tax under the law of the jurisdiction in which a
Guarantor is resident for Tax purposes, or any treaty to which such jurisdiction
is a party, with respect to payments hereunder or under any other Loan Document
shall, if requested by a Guarantor or the applicable Administrative Agent,
deliver to such Guarantor (with a copy to the applicable Administrative Agent),
at the time or times prescribed by applicable law or reasonably requested by
such Guarantor or such Administrative Agent, such properly completed and
executed documentation prescribed by applicable law as will permit such
payments to be made without withholding or at a reduced rate of
withholding.  In addition, any Lender, if
requested by a Guarantor or the applicable Administrative Agent, shall deliver
such other documentation prescribed by applicable law or reasonably requested
by such Guarantor or such Administrative Agent as will enable such Guarantor or
such Administrative Agent to determine whether or not such Lender Party is
subject to backup withholding or information reporting requirements.


 


E-6

















 


(f)            If an Administrative Agent or any Lender Party
determines, in its good faith discretion, that it has received a refund of any
Taxes or Other Taxes as to which it has been indemnified by a Guarantor or with
respect to which a Guarantor has paid additional amounts pursuant to this
Section, it shall pay to such Guarantor an amount equal to such refund (but
only to the extent of indemnity payments made, or additional amounts paid, by
such Guarantor under this Section with respect to the Taxes or Other Taxes
giving rise to such refund), net of all out of pocket expenses of such
Administrative Agent or such Lender Party, as the case may be, and without
interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund), provided that such Guarantor, upon the
request of such Administrative Agent or such Lender Party, agrees to repay the
amount paid over to such Guarantor (plus any penalties, interest or other
charges imposed by the relevant Governmental Authority) to such Administrative
Agent or such Lender Party if such Administrative Agent or such Lender Party is
required to repay such refund to such Governmental Authority.  This subsection shall not be construed to
require any Administrative Agent or any Lender Party to make available its Tax
returns (or any other information relating to its Taxes that it deems
confidential) to any Guarantor.


 


(g)           If a Guarantor determines in good faith that a
reasonable basis exists for contesting a Tax or Other Tax with respect to which
such Guarantor has paid an additional amount under this Section, the relevant
Administrative Agent or Lender Party, as applicable, shall cooperate with such
Guarantor (but shall have no obligation to disclose any confidential
information, unless arrangements satisfactory to the relevant Lender Party have
been made to preserve the confidential nature of such information) in
challenging such Tax or Other Tax at the Guarantor’s expense if requested by
such Guarantor (it being understood and agreed that none of the Administrative
Agents or any Lender Party shall have any obligation to contest, or any
responsibility for contesting, any Tax), and any cost incurred by the relevant
Administrative Agent or Lender Party in connection with its cooperation shall
be borne by the relevant Guarantor.


 


Section 6.  Representations and Warranties.  Each Guarantor hereby represents and warrants
that such Guarantor has, independently and without reliance upon the
Administrative Agents or any Lender Party and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Guaranty, and such Guarantor has established
adequate means of obtaining from any other Loan Parties on a continuing basis
information pertaining to, and is now and on a continuing basis will be
completely familiar with, the financial condition, operations, properties and
prospects of such other Loan Parties.


 


Section 7.  Affirmative Covenants.  Each Guarantor covenants and agrees that, so
long as any part of the Guaranteed Obligations shall remain unpaid, any Letter
of Credit shall be outstanding or any Lender Party shall have any Commitment,
if, under the terms of the Credit Agreement, the Borrowers are required to
cause such Guarantor or any of such Guarantor’s Subsidiaries to take, or to
refrain from taking, any action, or to comply with any requirements,
obligations, limitations or restrictions contained therein, in each case
whether individually or together with any other Loan Parties, such Guarantor
shall, and shall cause any such Subsidiaries to, take or refrain from taking
(as the case may be) any such action and comply with all such requirements,
obligations, limitations and restrictions and not take any action that would
create an Event of Default.


 


E-7

















 


Section 8.  Amendments, Etc.  No amendment or waiver of any provision of
this Guaranty and no consent to any departure by any Guarantor therefrom shall
in any event be effective unless the same shall be in writing and signed by the
Administrative Agents and the Required Lenders, and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given.  Anything contained
herein to the contrary notwithstanding, any amendment to this Guaranty pursuant
to the form attached hereto shall be effective upon execution by the party
thereto and acceptance thereof by the Administrative Agents, in each case
without further consent by or notice to the Required Lenders or any of the Loan
Parties.


 


Section 9.  Notices, Etc.  All notices and other communications provided
for hereunder shall be in writing (including by facsimile communication).  All such written notices shall be mailed,
faxed or delivered to the address, facsimile number or electronic mail address
specified, in the case of any Guarantor, on the signature pages hereto and
in the case of the Administrative Agents or any Lender Party, in the Credit
Agreement, or to such other address, facsimile number, electronic mail address
or telephone number as shall be designated by such party in a notice to the
other parties.  All such notices and
other communications shall be deemed to be given or made upon the earlier to
occur of (i) actual receipt by the relevant party hereto and (ii) (A) if
delivered by hand or by courier, when signed for by or on behalf of the
relevant party hereto; (B) if delivered by mail, four Business Days after
deposit in the mails, postage prepaid; (C) if delivered by facsimile, when
sent and receipt has been confirmed by telephone; and (D) if delivered by
electronic mail, when delivered.  In no
event shall a voicemail message be effective as a notice, communication or
confirmation hereunder.


 


Section 10.  No Waiver; Remedies.  No failure on the part of the Administrative
Agents or any Lender Party to exercise, and no delay in exercising, any right
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any right hereunder preclude any other or further exercise thereof
or the exercise of any other right.  The
remedies herein provided are cumulative and not exclusive of any remedies
provided by law.


 


Section 11.  Right of Set-off.  Upon (a) the occurrence and during the
continuance of any Event of Default and (b) the making of the request or
the granting of the consent specified by Section 8.02 of the Credit
Agreement to authorize the Administrative Agents to declare the Note or Notes
due and payable pursuant to the provisions of said Section 8.02, each
Lender Party is hereby authorized at any time and from time to time, to the
fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and
other indebtedness at any time owing by such Lender Party to or for the credit
or the account of any Guarantor against any and all of the Obligations of such
Guarantor now or hereafter existing under this Guaranty, whether or not such
Lender Party shall have made any demand under this Guaranty and although such
Obligations may be unmatured.  Each
Lender Party agrees promptly to notify each Guarantor after any such set-off
and application; provided, however, that the failure to give such notice shall
not affect the validity of such set-off and application.  The rights of each Lender Party under this Section are
in addition to other rights and remedies (including, without limitation, other
rights of set-off) that such Lender Party may have.


 


E-8
















 


Section 12.  Indemnification.  Without limitation on any other obligations
of any Guarantor or remedies of the Lender Parties under this Guaranty, each
Guarantor shall, to the fullest extent permitted by law, indemnify, defend and
save and hold harmless the Administrative Agents and each Lender Party from and
against, and shall pay on demand, any and all losses, liabilities, damages,
costs, expenses and charges (including the reasonable fees and disbursements of
the Administrative Agents’ or such Lender Party’s legal counsel) suffered or
incurred by the Administrative Agents or such Lender Party as a result of any
failure of any Guaranteed Obligations to be the legal, valid and binding
obligations of the Borrowers enforceable against the Borrowers in accordance
with their terms, except that the enforceability of this Guaranty may be
limited by bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to creditors’ rights generally and by general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or at
law).


 


Section 13.  Continuing Guaranty; Assignments under the
Credit Agreement.  This Guaranty is a
continuing guaranty and shall (a) remain in full force and effect until
the payment in full in cash of the Guaranteed Obligations and all other amounts
payable under this Guaranty and the termination of the Commitments, (b) be
binding upon each Guarantor, its successors and assigns and (c) inure to
the benefit of and be enforceable by the Administrative Agents and the Lender
Parties and their successors, transferees and assigns.  Without limiting the generality of the
foregoing clause (c), any Lender Party may assign or otherwise transfer
all or any portion of its rights and obligations under the Credit Agreement
(including, without limitation, all or any portion of its Commitments, the
Loans owing to it and the Note or Notes held by it) to any other Person, and
such other Person shall thereupon become vested with all the benefits in
respect thereof granted to such Lender Party herein or otherwise, in each case
as and to the extent provided in Section 10.06 of the Credit Agreement.


 


If all of the stock of a Guarantor or any of its successors
in interest under this Guaranty shall be sold or otherwise disposed of
(including by merger or consolidation) in a sale or other disposition not
prohibited by the Credit Agreement or otherwise consented to by the Required
Lenders, such Guarantor or such successor in interest, as the case may be, may
request, and the Administrative Agents shall, upon such request, execute and
deliver documents or instruments necessary to evidence the release and
discharge such Guarantor from Guaranty.


 


Section 14.  Governing
Law; Jurisdiction; Waiver of Jury Trial, Etc.


 


(a)           THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REFERENCE TO
CONFLICTS OF LAW PRINCIPLES.


 


(b)           ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
GUARANTY OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE
STATE OF CALIFORNIA SITTING IN LOS ANGELES OR OF THE UNITED STATES FOR THE
CENTRAL DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS
AGREEMENT, EACH GUARANTOR, THE ADMINISTRATIVE AGENTS AND EACH LENDER PARTY
CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE
JURISDICTION OF THOSE COURTS.  EACH
GUARANTOR, EACH ADMINISTRATIVE AGENT AND EACH LENDER PARTY IRREVOCABLY WAIVES
ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY
LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO.  EACH GUARANTOR, THE CANADIAN ADMINISTRATIVE
AGENT AND EACH LENDER PARTY WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT
OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE
LAW OF SUCH STATE.


 


E-9

















 


(c)           EACH PARTY TO THIS GUARANTY HEREBY EXPRESSLY WAIVES
ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION
ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR
INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO
ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER
NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR
OTHERWISE; AND EACH PARTY 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 ANY PARTY TO THIS GUARANTY MAY FILE AN ORIGINAL COUNTERPART OR
A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT
OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.


 


(d)           Section captions used in this Guaranty are for
convenience of reference only, and shall not affect the construction of this
Guaranty.


 


(e)           Any provision of this Guaranty which is prohibited 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 or affecting the validity or
enforceability of such provision in any other jurisdiction.


 


(f)            This Guaranty, taken together with all of the other
Loan Documents and all certificates and other documents delivered by the
Borrowers and the Guarantors to the Administrative Agents or the Lender
Parties, embodies the entire agreement and supersedes all prior agreements,
written and oral, relating to the subject matter hereof.


 


(g)           This Guaranty may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.  Delivery of an executed counterpart of a
signature page to this Guaranty by facsimile shall be as effective as
delivery of a manually executed counterpart of this Guaranty.


 


E-10

















 


(h)           If any action or proceeding is filed in a court of the
State of California by or against any party hereto in connection with any of
the transactions contemplated by this Guaranty or any other Loan Document, the
court shall, and is hereby directed to, make a general reference pursuant to
California Code of Civil Procedure Section 638 to a referee (who shall be
a single active or retired judge) to hear and determine all of the issues in
such action or proceeding (whether of fact or of law) and to report a statement
of decision, provided that at the option of any party to such
proceeding, any such issues pertaining to a “provisional remedy” as defined in
California Code of Civil Procedure Section 1281.8 shall be heard and
determined by the court.


 


E-11

















 


IN WITNESS
WHEREOF, the undersigned have caused this Guaranty to be duly executed and
delivered by its officers thereunto duly authorized as of the date first above
written.


 


	
   

  	
  GUARANTORS:

  
	
   

  	
   

  
	
   

  	
  GUESS?, INC.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Carlos Alberini

  
	
   

  	
  Title:

  	
  President and Chief
  Operating Officer

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  1444 South Alameda Street

  
	
   

  	
   

  	
  Los Angeles, CA 90021

  
				



 


E-12

















 


	
   

  	
  GUESS? BERMUDA HOLDINGS,
  LLC,

  
	
   

  	
  a Delaware limited
  liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Carlos Alberini

  
	
   

  	
  Title:

  	
  President and Chief
  Operating Officer

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  1444 South Alameda Street

  
	
   

  	
   

  	
  Los Angeles, CA 90021

  
				



 


E-13

















 


	
   

  	
  GUESS.COM, INC.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Carlos Alberini

  
	
   

  	
  Title:

  	
  President and Chief
  Operating Officer

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  1444 South Alameda Street

  
	
   

  	
   

  	
  Los Angeles, CA 90021

  
				



 


E-14

















 


	
   

  	
  GUESS? RETAIL, INC.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Carlos Alberini

  
	
   

  	
  Title:

  	
  President and Chief
  Operating Officer

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  1444 South Alameda Street

  
	
   

  	
   

  	
  Los Angeles, CA 90021

  
				



 


E-15

















 


	
   

  	
  GUESS? VALUE, LLC,

  
	
   

  	
  a Virginia limited
  liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Carlos Alberini

  
	
   

  	
  Title:

  	
  President and Chief
  Operating Officer

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  1444 South Alameda Street

  
	
   

  	
   

  	
  Los Angeles, CA 90021

  
				



 


E-16

















 


AMENDMENT TO GUARANTY


 


This Amendment to Guaranty (this “Amendment”),
dated as of          ,
    , relates to the Guaranty dated as of September 19,
2006 (as amended to date, the “Guaranty”), from Guess?, Inc., a
Delaware corporation (the “Domestic Borrower”) and certain Domestic
Subsidiaries of the Domestic Borrower (collectively, the “Guarantors”)
in favor of the Lender Parties (as defined in the Guaranty) and BANK OF
AMERICA, as Domestic Administrative Agent (“Domestic Administrative Agent”),
and BANK OF AMERICA, N.A., acting through its Canada Branch, as Canadian
Administrative Agent (the “Canadian Administrative Agent” and together
with the Domestic Administrative Agent, the “Administrative Agents”).


 


In compliance with Section 6.12 of the
Credit Agreement dated as of September 19, 2006 (as amended from time to
time, the “Credit Agreement”) among the Domestic Borrower, Guess? Canada
Corporation, a Canadian corporation (the “Canadian Borrower”), the
Domestic Administrative Agent, the Canadian Administrative Agent, and the
Lenders party thereto, the undersigned Domestic Subsidiary (the “Additional
Guarantor”) hereby agrees as follows (capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to them in the Credit
Agreement):


 


1.             Amendment.  The Guaranty
is hereby amended to add as a party, and more specifically, as a Guarantor,
thereunder, the Additional Guarantor.


 


2.             Representations and Warranties. 
The Additional Guarantor represents and warrants to the Administrative
Agents and the Lender Parties that each of the representations and warranties
of a Guarantor contained in the Guaranty is hereby made by the Additional
Guarantor as of the date hereof and is true and correct, in all material
respects, as to the Additional Guarantor as of the date hereof.


 


3.             Additional Guarantor as Guarantor. 
The Additional Guarantor assumes all of the obligations and liabilities
of a Guarantor under the Guaranty, agrees to be bound thereby as if the
Additional Guarantor were an original party to the Guaranty and shall be a
Guarantor for all purposes under the Loan Documents.


 


4.             Effectiveness. 
This Amendment shall become effective as of the date hereof upon
acceptance by the Domestic Administrative Agent (notice of which is hereby
waived by the Additional Guarantor).


 


E-17

















 


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


 


	
   

  	
   

  	
  [ADDITIONAL GUARANTOR]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notice Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Accepted and Agreed to

  
	
   

  	
   

  	
  this
          day of
                         ,
  20    :

  
	
   

  	
   

  	
  BANK OF AMERICA, N.A.,

  
	
   

  	
   

  	
  as Domestic Administrative
  Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Matthew Koenig

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
					



 


E-18
















 


EXHIBIT F


 


SECURITY AGREEMENT


 


THIS SECURITY AGREEMENT (this “Agreement”) dated as of September 19,
2006 is among Guess ?, Inc., a Delaware corporation (the “Domestic
Borrower”), each Domestic Subsidiary (as defined in the Credit Agreement
referred to below) of the Domestic Borrower listed on the signature pages hereof,
each other person or entity which from time to time becomes a party hereto
(collectively, including the Domestic Borrower, the “Grantors” and
individually each a “Grantor”) and Bank of America, N.A., as Domestic
Administrative Agent (in such capacity, the “Domestic Administrative Agent”)
for the Lenders (as defined below).


 


W  I  T  N
E  S  S  E  T  H:


 


WHEREAS, the Domestic Borrower, Guess? Canada
Corporation, a Canadian corporation and wholly-owned subsidiary of the Domestic
Borrower (the “Canadian Borrower” and together with the Domestic
Borrower, collectively the “Borrowers”), various financial institutions
(the “Lenders”), the Domestic Administrative Agent and Bank of America,
N.A., acting through its Canada Branch, as Canadian administrative agent for
certain of the Lenders (in such capacity, the “Canadian Administrative Agent”
and together with the Domestic Administrative Agent, the “Administrative
Agents”) have entered into that certain Credit Agreement dated as of the
date hereof (as amended, restated or otherwise modified from time to time, the “Credit
Agreement”) pursuant to which the Lenders have, among other things, and
subject to the terms and conditions set forth in the Credit Agreement, agreed
to make Loans and Letters of Credit available to the Borrowers;


 


WHEREAS, certain Domestic Subsidiaries have guaranteed
all of the obligations of the Borrowers under or in connection with the Credit
Agreement and certain other obligations pursuant to a Guaranty dated as of even
date herewith (the “Guaranty”);


 


WHEREAS, pursuant to the Guaranty, the Domestic
Borrower has guaranteed all of the obligations of the Canadian Borrower under
or in connection with the Credit Agreement and certain other obligations;


 


WHEREAS, each Grantor will benefit from the making of
loans and the issuance of letters of credit and acceptances pursuant to the
Credit Agreement; and


 


WHEREAS, the obligations of the Borrowers under the
Credit Agreement and the other Loan Documents (as defined in the Credit
Agreement) and the obligation of the Domestic Borrower and each other Grantor
under the Guaranty are to be secured pursuant to this Agreement;


 


NOW, THEREFORE, for and in consideration of the premises, and for other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:


 


F-1

















 


Section 15.  Definitions.  When used herein (a) the terms Account,
Account Debtor, Certificated Security, Chattel Paper, Commercial Tort Claim,
Commodity Account, Commodity Contract, Deposit Account, Document, Equipment,
Fixture, General Intangibles, Goods, Instrument, Inventory, Investment
Property, Proceeds, Security, Securities Account, Security Entitlement and
Uncertificated Security have the meanings assigned to such terms in the UCC; (b) capitalized
terms used but not defined have the meanings assigned to such terms in the
Credit Agreement and (c) the following terms have the following meanings
(such definitions to be applicable to both the singular and plural forms of
such terms):


 


“Administrative Agents” is defined in the
recitals.


 


“Agreement” is defined in the introductory
paragraph.


 


“Assignee Deposit Account” is defined in Section 4
hereof.


 


“Borrowers” is defined in the recitals.


 


“Business Day” means any day other than a
Saturday, Sunday or other day on which commercial banks are authorized to close
under the laws of, or are in fact closed in, the state where the Administrative
Agent’s office is located.


 


“Canadian Administrative Agent” is defined in
the recitals.


 


“Canadian Borrower” is defined in the recitals.


 


“Collateral” means, with respect to any
Grantor, all property and rights of such Grantor in which a security interest
is granted hereunder.


 


“Computer Hardware and Software” means, with
respect to any Grantor, (i) all computer and other electronic data
processing hardware, whether now or hereafter owned, licensed or leased by such
Grantor, including, without limitation, all integrated computer systems,
central processing units, memory units, display terminals, printers, features,
computer elements, card readers, tape drives, hard and soft disk drives,
cables, electrical supply hardware, generators, power equalizers, accessories
and all peripheral devices and other related computer hardware; (ii) all
software programs, whether now or hereafter owned, licensed or leased by such
Grantor, designed for use on the computers and electronic data processing
hardware described in clause (i) above, including, without
limitation, all operating system software, utilities and application programs
in whatsoever form (source code and object code in magnetic tape, disk or hard
copy format or any other listings whatsoever); (iii) all firmware
associated therewith, whether now or hereafter owned, licensed or leased by
such Grantor; and (iv) all documentation for such hardware, software and
firmware described in the preceding clauses (i), (ii) and
(iii), whether now or hereafter owned, licensed or leased by such
Grantor, including, without limitation, flow charts, logic diagrams, manuals,
specifications, training materials, charts and pseudo codes.


 


“Costs and Expenses” means, with respect to any
Grantor, all reasonable costs and expenses (including reasonable attorneys’
fees and legal expenses) incurred by the Domestic Administrative Agent in
connection with (i) the execution, delivery and performance of this Agreement
by such Grantor, (ii) protecting, preserving or maintaining any Collateral
of such Grantor, (iii) collecting the Liabilities of such Grantor and (iv) enforcing
any rights of the Domestic Administrative Agent hereunder in respect of the
Collateral of such Grantor.


 


F-2

















 


“Credit Agreement” is defined in the recitals.


 


“Default” means the occurrence and continuance
of any of the following events: (i) any Event of Default or (ii) any
warranty of any Grantor herein is untrue or misleading in any material respect
and, as a result thereof, the Domestic Administrative Agent’s security interest
in any material portion of the Collateral (of all Grantors taken as a whole) is
not perfected or the Domestic Administrative Agent’s rights and remedies with
respect to any material portion of the Collateral of all Grantors (taken as a
whole) is materially impaired or otherwise materially adversely affected.


 


“Domestic Administrative Agent” is defined in
the introductory paragraph.


 


“Domestic Borrower” is defined in the
introductory paragraph.


 


“Grantor” is defined in the introductory
paragraph.


 


“Guaranty” is defined in the recitals.


 


“Intellectual Property” means all past, present
and future: trade secrets and other proprietary information; trademarks,
service marks, business names, designs, logos, indicia, and/or other source
and/or business identifiers and the goodwill of the business relating thereto
and all registrations or applications for registrations which have heretofore
been or may hereafter be issued thereon throughout the world; copyrights
(including, without limitation, copyrights for computer programs) and copyright
registrations or applications for registrations which have heretofore been or
may hereafter be issued throughout the world and all tangible property
embodying the copyrights; unpatented inventions (whether or not patentable);
patent applications and patents; industrial designs, industrial design
applications and registered industrial designs, license agreements related to
any of the foregoing set forth in this definition and income therefrom; books,
records, writings, computer tapes or disks, flow diagrams, specification
sheets, source codes, object codes and other physical manifestations,
embodiments or incorporations of any of the foregoing set forth in this
definition; the right to sue for all past, present and future infringements of
any of the foregoing set forth in this definition; and all common law and other
rights throughout the world in and to all of the foregoing.


 


“Lender Party” means each Lender and any
affiliate of such Lender which is party to a Swap Contract with the Borrower.


 


“Lenders” is defined in the recitals.


 


“Liabilities” means (a) as to the Domestic
Borrower, all obligations of the Domestic Borrower to the Domestic
Administrative Agent or any Lender Party, howsoever created, arising or
evidenced, whether direct or indirect, absolute or contingent, now or hereafter
existing, or due or to become due, which arise out of or in connection with any
of the Loan Documents (including, without limitation, with respect to Letters
of Credit), as the same may be amended, modified, extended or renewed from time
to time, and all obligations of the Domestic Borrower to any Lender Party under
any Swap Contract, (b) with respect to each Grantor other than the
Domestic Borrower, all obligations of such Grantor under the Guaranty or any
other Collateral Document, and (c) with respect to each Grantor, all Costs
and Expenses payable by such Grantor.


 


F-3

















 


“Non-Tangible Collateral” means, with respect
to any Grantor, collectively, such Grantor’s Accounts and General Intangibles.


 


“Permitted Liens” is defined in Section 3
hereof.


 


“UCC” means the Uniform Commercial Code as in
effect in the State of California on the date of this Agreement, as the same
may be amended from time to time.


 


Section 16.  Grant of Security Interest.  As security for the payment of all
Liabilities, each Grantor hereby assigns to the Domestic Administrative Agent
for the benefit of the Lender Parties, and grants to the Domestic
Administrative Agent for the benefit of the Lender Parties a continuing
security interest in, the following, whether now or hereafter existing or
acquired:


 


All of such Grantor’s:


 


(i)            Accounts;


 


(ii)           Chattel
Paper;


 


(iii)          Commercial
Tort Claims;


 


(iv)          Computer
Hardware and Software and all rights with respect thereto, including, without
limitation, any and all licenses, options, warranties, service contracts,
program services, test rights, maintenance rights, support rights, improvement
rights, renewal rights and indemnifications, and any substitutions,
replacements, additions or model conversions of any of the foregoing;


 


(v)           Deposit
Accounts;


 


(vi)          Documents;


 


(vii)         General
Intangibles;


 


(viii)        Goods
(including, without limitation, all its Equipment, Fixtures and Inventory),
together with all accessions, additions, attachments, improvements,
substitutions and replacements thereto and therefor;


 


(ix)           Instruments;


 


(x)            Intellectual
Property;


 


(xi)           Investment
Property;


 


F-4

















 


(xii)          Letter-of-Credit
Rights and letters of credit (as such term is defined in the UCC;


 


(xiii)         money
(as such term is defined in the UCC) of every jurisdiction whatsoever;


 


(xiv)        to
the extent not included in the foregoing, other personal property of any kind
or description;


 


(xv)         to
the extent not included in the foregoing, all books, records, writings, data
bases, information and other property relating to, used or useful in connection
with, evidencing, embodying, incorporating or referring to any of the
foregoing, all claims and/or insurance proceeds arising out of the loss,
nonconformity or any interference with the use of, or any defects or
infringements of rights in, or damage to, any of the foregoing; and


 


(xvi)        all
proceeds, products, offspring, rents, issues, profits and returns of and from,
and all distributions on and rights arising out of, any of the foregoing.


 


Notwithstanding anything herein to the contrary, in no
event shall the Collateral include, and no Grantor shall be deemed to have
granted a security interest in (i) any of such Grantor’s rights or
interests in any license, contract or agreement to which such Grantor is a
party or any of its rights or interests thereunder to the extent, but only to
the extent, that such a grant would, under the terms of such license, contract
or agreement or otherwise, result in a breach of the terms of, or constitute a
default under any license, contract or agreement to which such Grantor is a
party (other than to the extent that any such term would be rendered
ineffective pursuant to the Uniform Commercial Code, as it exists on the date
of this Agreement or as it may hereafter be amended, in the State of California
(the “UCC”) or any other
applicable law (including the Bankruptcy Code) or principles of equity); provided,
that immediately upon the ineffectiveness, lapse or termination of any such
provision, the Collateral shall include, and such Grantor shall be deemed to
have granted a security interest in, all such rights and interests as if such
provision had never been in effect, or (ii) any real property leasehold.


 


Section 17.  Warranties.  Each Grantor warrants that:  (i) such Grantor shall take no action to
cause or permit any financing statement (other than any which may have been
filed on behalf of the Domestic Administrative Agent or in connection with
Permitted Liens (as defined below)) covering any of the Collateral to be on
file in any public office; (ii) such Grantor is and will be the lawful
owner of its interest in all Collateral, free of all Liens whatsoever, other
than the security interest hereunder and Liens expressly permitted by the
Credit Agreement (“Permitted Liens”), with full corporate power and
authority to execute this Agreement and perform such Grantor’s obligations
hereunder, and to subject the Collateral to the security interest hereunder; (iii) such
Grantor’s true legal name as registered in the jurisdiction in which such
Grantor is organized or incorporated, state of incorporation or organization,
organizational identification number as designed by the state of its
incorporation or organization, federal employee identification number, chief
executive office, and principal place of business are as set forth on Schedule I
hereto (as supplemented by the Grantor from time to time) (and such Grantor has
not maintained its chief executive office and principal place of business at
any other location at any time after June 30, 2001), except to the extent
that Grantor has given the Domestic Administrative Agent notice of any change
as contemplated by Section 6 of this Agreement; (iv) each other
location where such Grantor maintains a place of business or locates Goods with
a value in excess of $250,000 is set forth on Schedule II hereto, as of
the most recent date of delivery of a supplement to such Schedule (as
supplemented by the Grantor from time to time but no less frequently than
annually); (v) except as disclosed on Schedule III, such Grantor is
not known as of the date of this Agreement and during the five years preceding
the date hereof has not previously been known by any trade name; (vi) except
as disclosed on Schedule III, during the five years preceding the date
hereof such Grantor has not been known by any legal name different from the one
set forth on the signature page of this Agreement nor has such Grantor
been the subject of any merger or other corporate reorganization; and (vii) Schedule IV,
as of the most recent date of delivery of a supplement to such Schedule (as
supplemented by the Grantor from time to time but no less frequently than
annually) hereto contains a complete listing of all of such Grantor’s
Intellectual Property which has been registered under any United States federal
registration statute.


 


F-5

















 


Section 18.  Collections, etc.  Until such time during the existence of a
Default as the Domestic Administrative Agent shall notify such Grantor of the
revocation of such power and authority, each Grantor (a) will, at its own
expense, endeavor to collect, consistent with past practice, all amounts due
under any of the Non-Tangible Collateral, including the taking of such action
with respect to such collection as such Grantor may deem advisable in the
exercise of its business judgment , and (b) may grant, in the ordinary
course of business, to any party obligated on any of the Non-Tangible
Collateral, any rebate, refund or allowance to which such party may be lawfully
entitled, and may accept, in connection therewith, the return of Goods, the sale
or lease of which shall have given rise to such Non-Tangible Collateral.  The Domestic Administrative Agent, however,
may, at any time that a Default exists, whether before or after any revocation
of such power and authority or the maturity of any of the Liabilities, notify
any parties obligated on any of the Non-Tangible Collateral to make payment to
the Domestic Administrative Agent of any amounts due or to become due
thereunder and enforce collection of any of the Non-Tangible Collateral by suit
or otherwise and surrender, release or exchange all or any part thereof, or
compromise or extend or renew for any period (whether or not longer than the
original period) any indebtedness thereunder or evidenced thereby.  Upon request of the Domestic Administrative
Agent during the existence of a Default, each Grantor will, at its own expense,
notify any parties obligated on any of the Non-Tangible Collateral to make
payment to the Domestic Administrative Agent of any amounts due or to become
due thereunder.


 


Upon request by the Domestic Administrative Agent during the existence
of a Default, (i) each Grantor will forthwith, upon receipt, transmit and
deliver to the Domestic Administrative Agent, in the form received, all cash,
checks, drafts and other instruments or writings for the payment of money
(properly endorsed, where required, so that such items may be collected by the
Domestic Administrative Agent) which may be received by such Grantor at any
time in full or partial payment or otherwise as proceeds of any of the
Collateral, and (ii) except as the Domestic Administrative Agent may
otherwise consent in writing, any such items which may be so received by any
Grantor during the existence of a Default will not be commingled with any other
of its funds or property, but will be held separate and apart from its own
funds or property and upon express trust for the Domestic Administrative Agent
until delivery is made to the Domestic Administrative Agent.  Each Grantor will comply with the terms and
conditions of any consent given by the Domestic Administrative Agent pursuant
to the foregoing sentence.


 


F-6

















 


During the existence of a Default, (i) all items or amounts which
are delivered by any Grantor to the Domestic Administrative Agent on account of
partial or full payment or otherwise as proceeds of any of the Collateral shall
be deposited to the credit of a deposit account (each an “Assignee Deposit
Account”) under which the Domestic Administrative Agent is the depositary
bank of such Grantor, as security for payment of the Liabilities, and (ii) no
Grantor shall have any right to withdraw any funds deposited in the applicable
Assignee Deposit Account.  The Domestic
Administrative Agent may, from time to time, in its discretion, and shall upon
request of the applicable Grantor made not more than once in any week, apply
all or any of the then balance, representing collected funds, in the Assignee
Deposit Account, toward payment of the Liabilities, whether or not then due, in
such order of application as the Domestic Administrative Agent may determine,
and the Domestic Administrative Agent may, from time to time, in its
discretion, release all or any of such balance to the applicable Grantor.


 


During the existence of a Default, the Domestic Administrative Agent is
authorized to endorse, in the name of the applicable Grantor, any item,
howsoever received by the Domestic Administrative Agent, representing any
payment on or other proceeds of any of the Collateral.


 


From
and after the date that is 90 days after the date hereof, no Grantor shall
maintain any Deposit Account or deposit any items or amounts in any Deposit
Account, except: (i) Deposit Accounts maintained with Domestic
Administrative Agent, (ii) local Deposit Accounts maintained by each
respective Grantor in order to fund such Grantor’s ordinary course of business
operations, (iii) other Deposit Accounts of the Grantors for which account
control agreements with the Domestic Administrative Agent are in effect or that
are swept into concentration accounts for which account control agreements with
the Domestic Administrative Agent are in place, (iv) Deposit Accounts with
an aggregate amount on deposit not to exceed $1,000,000, and (v) as
otherwise permitted by the Credit Agreement.


 


Section 19.  Certificates, Schedules and Reports.  Each Grantor will from time to time deliver
to the Domestic Administrative Agent such schedules, certificates and reports
respecting all or any of the Collateral at the time subject to the security
interest hereunder, and the items or amounts received by such Grantor in full
or partial payment of any of the Collateral, as the Domestic Administrative
Agent may reasonably request.  Any such
schedule, certificate or report shall be executed by a duly authorized officer
of such Grantor and shall be in such form and detail as the Domestic
Administrative Agent may reasonably specify. 
Each Grantor shall immediately notify the Domestic Administrative Agent
of the occurrence of any event causing any loss or depreciation in the value of
its Inventory or other Goods which is material to the Domestic Borrower and its
Subsidiaries taken as a whole, and such notice shall specify the amount of such
loss or depreciation.


 


F-7

















 


Section 20.  Agreements of the Grantors.  Each Grantor (a) will, upon request of
the Domestic Administrative Agent, execute such financing statements and other
documents (and pay the cost of filing or recording the same in all public
offices reasonably deemed appropriate by the Domestic Administrative Agent) and
do such other acts and things (including, without limitation, delivery to the
Domestic Administrative Agent of any Instruments or Certificated Securities
which constitute Collateral), all as the Domestic Administrative Agent may from
time to time reasonably request, to establish and maintain a valid perfected
security interest in the Collateral (free of all other liens, claims and rights
of third parties whatsoever, other than Permitted Liens) to secure the payment
of the Liabilities; (b) hereby authorizes the Domestic Administrative
Agent to file financing statements describing the collateral as “all property”
or words of similar import, and to file other documents without its signature (to
the extent allowed by applicable law); (c) on and as of the date of
delivery of each supplement to Schedule II hereto, will have all its
Inventory, Equipment and all other Goods, in each case with a value in excess
of $250,000, at, and will not have any place of business or any such Goods at
any location other than its address(es) shown on Schedules I and II
hereto as so supplemented; (d) shall not change its state of organization
or incorporation or its name, identity or organizational structure such that
any financing statement filed to perfect the Domestic Administrative Agent
interests under this Agreement would become seriously misleading, unless the
Grantor shall have given the Domestic Administrative Agent not less than 10
days’ prior notice of such change (provided that this Section 6(d) shall
not be deemed authorize any change or transaction prohibited under the Credit
Agreement); (e) will furnish the Domestic Administrative Agent such
information concerning such Grantor, the Collateral and the Account Debtors as
the Domestic Administrative Agent may from time to time reasonably request; (f) will,
upon request of the Domestic Administrative Agent, stamp on its records
concerning the Collateral and add on all Chattel Paper constituting a portion
of the Collateral, a notation, in form satisfactory to the Domestic
Administrative Agent, of the security interest of the Domestic Administrative
Agent hereunder; (g) except as permitted by the Credit Agreement, will not
sell, lease, assign or create or permit to exist any lien on or security
interest in any Collateral other than Permitted Liens and liens and security
interests in favor of the Domestic Administrative Agent; (h) will at all
times keep all its Inventory and other Goods insured as required by Section 6.07
of the Credit Agreement, and cause all such insurance policies for loss or
damage to provide that loss thereunder shall be payable to the Domestic
Administrative Agent as its interest may appear (it being understood that (A) so
long as no Default shall be existing, the Domestic Administrative Agent shall
deliver any proceeds of such insurance which may be received by it to such
Grantor and (B) whenever a Default shall be existing, the Domestic
Administrative Agent may apply any proceeds of such insurance which may be
received by it toward payment of the Liabilities, whether or not due, in such
order of application as the Domestic Administrative Agent may determine) and
such policies or certificates thereof shall, if the Domestic Administrative Agent
so requests, be deposited with or furnished to the Domestic Administrative
Agent; (i) will, upon request of the Domestic Administrative Agent, (1) cause
to be noted on the applicable certificate, in the event any material item of
its Equipment is covered by a certificate of title, the security interest of
the Domestic Administrative Agent in the Equipment covered thereby and (2) deliver
all such certificates to the Domestic Administrative Agent or its designees; (j) will
take all steps reasonably necessary to protect, preserve and maintain all of
its rights in all material portions of the Collateral; (k) except as
permitted by the Credit Agreement, will keep all of the tangible Collateral,
Deposit Accounts and Investment Property in the continental United States; and (l) will
reimburse the Domestic Administrative Agent for all expenses, including
reasonable attorneys’ fees and legal expenses, incurred by the Domestic
Administrative Agent in seeking to collect or enforce any rights in respect of
such Grantor’s Collateral.


 


Any expenses incurred in protecting, preserving and maintaining any
Collateral shall be borne by the applicable Grantor.  Whenever a Default shall be existing, the
Domestic Administrative Agent shall have the right to bring suit to enforce any
or all of the Intellectual Property or licenses thereunder, in which event the
applicable Grantor shall at the request of the Domestic Administrative Agent do
any and all lawful acts and execute any and all proper documents required by
the Domestic Administrative Agent in aid of such enforcement and such Grantor
shall promptly, upon demand, reimburse and indemnify the Domestic
Administrative Agent for all reasonable costs and expenses incurred by the
Domestic Administrative Agent in the exercise of its rights under this Section 6,
except to the extent any of the foregoing result from the gross negligence or
willful misconduct of the Domestic Administrative Agent.  Notwithstanding the foregoing, except as set
forth in Section 8, the Domestic Administrative Agent shall have no
obligations or liabilities regarding the Collateral or any thereof by reason
of, or arising out of, this Agreement.


 


F-8

















 


Section 21.  Default.  Whenever a
Default shall be existing, the Domestic Administrative Agent may exercise from
time to time any and all rights and remedies available to it under applicable
law, in addition to those described in this section below.


 


(a)           Each Grantor agrees, in case of
Default, (i) to assemble, at its expense, all its Inventory and other
Goods (other than Fixtures) at a convenient place or places acceptable to the
Domestic Administrative Agent, and (ii) at the Domestic Administrative
Agent’s request, to execute all such documents and do all such other things
which may be necessary or desirable in order to enable the Domestic
Administrative Agent or its nominee to be registered as owner of the
Intellectual Property with any competent registration authority.


 


(b)           Notice of the intended disposition of
the Collateral may be given by first-class mail, hand-delivery (through a
delivery service or otherwise), facsimile or E-mail, and shall be deemed to
have been “sent” upon deposit in the U.S. Mails with adequate postage properly
affixed, upon delivery to an express delivery service or upon the electronic
submission through telephonic or Internet services, as applicable.  Each Grantor hereby agrees and acknowledges
that (i) with respect to collateral that is: (A) perishable or
threatens to decline speedily in value, or (B) is of a type customarily
sold on a recognized market (including but not limited to, Investment
Property), no notice of disposition need be given; and (ii) with respect
to Collateral not described in clause (i) above, notification sent
after default and ten days before any proposed disposition provides notice
within a reasonable time before disposition.


 


(c)           Each Grantor hereby agrees and
acknowledges that a commercially reasonable disposition of Inventory,
Equipment, Computer Hardware and Software, or Intellectual Property may be by
lease or license of, in addition to the sale of, such Collateral.  Each Grantor further agrees and acknowledges
that and that a disposition: (i) made in the usual manner on any
recognized market, or (ii) a disposition at the price current in any
recognized market at the time of disposition, or (iii) a disposition in
conformity with reasonable commercial practices among dealers in the type of
property subject to the disposition; shall be deemed commercially reasonable.


 


(d)           Any cash proceeds of any disposition
by the Domestic Administrative Agent of any of the Collateral shall be applied
by the Domestic Administrative Agent to payment of expenses in connection with
the Collateral, including reasonable attorneys’ fees and legal expenses, and
thereafter to the payment of any and all of the Liabilities in the order of application
set forth in Section 8.03 of the Credit Agreement, and thereafter any
surplus will be paid to the Grantor.  The
Domestic Administrative Agent need not apply or pay over for application
noncash proceeds of collection and enforcement unless: (i) the failure to
do so would be commercially unreasonable and (ii) the affected Grantor has
provided the Domestic Administrative Agent with a written demand to apply or
pay over such noncash proceeds on such basis.


 


F-9

















 


Section 22.  General.  The Domestic Administrative Agent shall be
deemed to have exercised reasonable care in the custody and preservation of any
of the Collateral in its possession if it treats such Collateral with the same
care it affords its own property or if it takes such action for that purpose as
any applicable Grantor requests in writing, but failure of the Domestic
Administrative Agent to comply with any such request shall not, of itself, be
deemed a failure to exercise reasonable care, and no failure of the Domestic
Administrative Agent to preserve or protect any rights with respect to such
Collateral against prior parties, or to do any act with respect to the
preservation of such Collateral not so requested by any Grantor, shall be
deemed a failure to exercise reasonable care in the custody or preservation of
such Collateral.


 


All notices and requests hereunder shall be in writing (including facsimile
transmission) and shall be sent (i) if to the Domestic Administrative
Agent, to its address shown on Schedule 10.02 to the Credit Agreement or such
other address as it may, by written notice to the Domestic Borrower, have
designated as its address for such purpose, and (ii) if to any Grantor, to
its address shown on Schedule I hereto or to such other address as
such Grantor may, by written notice to the Administrative Agent, have
designated as its address for such purpose. 
Notices sent by facsimile transmission shall be deemed to have been
given when sent; notices sent by mail shall be deemed to have been given five
Business Days after the date when sent by registered or certified mail, postage
prepaid; and notices sent by hand delivery or overnight courier shall be deemed
to have been given when received.


 


No delay on the part of the Domestic Administrative Agent in the
exercise of any right or remedy shall operate as a waiver thereof, and no
single or partial exercise by the Domestic Administrative Agent of any right or
remedy shall preclude other or further exercise thereof or the exercise of any
other right or remedy.


 


This Agreement shall remain in full force and effect until all
Liabilities have been paid in full and all Commitments have terminated.  If at any time all or any part of any payment
theretofore applied by the Domestic Administrative Agent or any Lender Party to
any of the Liabilities is or must be rescinded or returned by the Domestic
Administrative Agent or such Lender Party for any reason whatsoever (including,
without limitation, the insolvency, bankruptcy or reorganization of any
Grantor), such Liabilities shall, for the purposes of this Agreement, to the
extent that such payment is or must be rescinded or returned, be deemed to have
continued in existence, notwithstanding such application by the Domestic
Administrative Agent or such Lender Party, and this Agreement shall continue to
be effective or be reinstated, as the case may be, as to such Liabilities, all
as though such application by the Domestic Administrative Agent or such Lender
Party had not been made.


 


F-10
















 


Upon the payment in full of all Obligations, the cancellation or
termination of the Commitments and the cancellation or expiration of all
outstanding Letters of Credit, the security interest granted hereby shall
terminate and all rights to the Collateral shall revert to the applicable
Grantors.  Upon any such termination the
Domestic Administrative Agent will, at Grantor’s expense, execute and deliver
to Grantors such documents as Grantors shall reasonably request to evidence
such termination.  In addition, upon the
proposed sale, transfer or other disposition of any Collateral by Grantors in
compliance with the Credit Agreement for which such Grantor desires to obtain a
security interest release from the Domestic Administrative Agent, such Grantor
shall deliver an Officer’s Certificate (x) stating that the Collateral
subject to such disposition is being sold, transferred or otherwise disposed of
in compliance with the terms of the Credit Agreement and (y) specifying
the Collateral being sold, transferred or otherwise disposed of in the proposed
transaction.  Upon the receipt of such
Officer’s Certificate, the Domestic Administrative Agent shall, at Grantor’s
expense, execute and deliver such releases of its security interest in such
Collateral which is to be so sold, transferred or disposed of, as may be
reasonably requested by such Grantor.


 


This Agreement and all other Loan Documents shall be deemed to be
contracts made in Los Angeles, California, and shall be governed by and
construed in accordance with and governed by the internal laws of the State of
California (except to the extent that pursuant to California law, the
perfection, the effect of perfection or nonperfection, or the priority of the
security interest granted hereunder may be determined in accordance with the
laws of a different jurisdiction). 
Whenever possible, each provision of this Agreement shall be interpreted
in such manner as to be effective and valid under applicable law, but if any
provision of this Agreement shall be prohibited by or invalid under applicable
law, such provision shall be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement.


 


The rights and privileges of the Domestic Administrative Agent
hereunder shall inure to the benefit of its successors.


 


This Agreement may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, and each such counterpart
shall be deemed to be an original, but all such counterparts shall together
constitute one and the same Agreement. 
At any time after the date of this Agreement, one or more additional
persons or entities may become parties hereto by executing and delivering to
the Domestic Administrative Agent a counterpart of this Agreement (including
supplements to the Schedules hereto). 
Immediately upon such execution and delivery (and without any further
action), each such additional person or entity will become a party to, and will
be bound by all the terms of, this Agreement.


 


ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF
CALIFORNIA SITTING IN LOS ANGELES OR OF THE UNITED STATES FOR THE CENTRAL
DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE
DOMESTIC BORROWER, EACH GRANTOR, THE ADMINISTRATIVE AGENT AND EACH LENDER PARTY
CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE
JURISDICTION OF THOSE COURTS.  THE DOMESTIC
BORROWER, EACH GRANTOR, THE ADMINISTRATIVE AGENT AND EACH LENDER PARTY
IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF
VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION
IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO.  THE DOMESTIC BORROWER, EACH GRANTOR, THE
ADMINISTRATIVE AGENT AND EACH LENDER PARTY WAIVES PERSONAL SERVICE OF ANY
SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS
PERMITTED BY THE LAW OF SUCH STATE.


 


F-11

















 


EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL
BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN
DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS
OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE
TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY
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 ANY PARTY TO THIS
AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH
ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE
WAIVER OF THEIR RIGHT TO TRIAL BY JURY.


 


If any action or proceeding is filed in a court of the State of
California by or against any party hereto in connection with any of the
transactions contemplated by this Agreement or any other Loan Document, the
court shall, and is hereby directed to, make a general reference pursuant to
California Code of Civil Procedure Section 638 to a referee (who shall be
a single active or retired judge) to hear and determine all of the issues in
such action or proceeding (whether of fact or of law) and to report a statement
of decision, provided that at the option of any party to such
proceeding, any such issues pertaining to a “provisional remedy” as defined in
California Code of Civil Procedure Section 1281.8 shall be heard and
determined by the court.


 


F-12

















 


IN WITNESS WHEREOF, this Agreement has been duly
executed as of the day and year first above written.


 


	
   

  	
  GUESS ?, INC.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: 

  	
  Carlos Alberini

  
	
   

  	
  Title:

  	
  President and Chief
  Operating Officer

  



 


F-13

















 


	
   

  	
  GUESS? BERMUDA HOLDINGS,
  LLC,

  
	
   

  	
  a Delaware limited
  liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: 

  	
  Carlos Alberini

  
	
   

  	
  Title:

  	
  President and Chief
  Operating Officer

  



 


F-14

















 


	
   

  	
  GUESS.COM, INC.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: 

  	
  Carlos Alberini

  
	
   

  	
  Title:

  	
  President and Chief
  Operating Officer

  



 


F-15

















 


	
   

  	
  GUESS? RETAIL, INC.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: 

  	
  Carlos Alberini

  
	
   

  	
  Title:

  	
  President and Chief
  Operating Officer

  



 


F-16

















 


	
   

  	
  GUESS? VALUE, LLC,

  
	
   

  	
  a Virginia limited
  liability corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: 

  	
  Carlos Alberini

  
	
   

  	
  Title:

  	
  President and Chief
  Operating Officer

  



 


F-17

















 


	
   

  	
  BANK OF AMERICA, N.A.,

  
	
   

  	
  as Administrative Agent
  for the Lenders

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: 

  	
  Matthew Koenig

  
	
   

  	
  Title:

  	
  Senior Vice President

  



 


F-18

















 


SCHEDULE
I

TO SECURITY AGREEMENT


 


	
   

  	
  Grantor’s federal employment identification number:

  Grantor’s state identification number:

  Grantor’s state of incorporation/organization:

  Grantor’s true and correct name as registered in its
  

  state of incorporation/organization:

  Grantor’s chief executive office:

  Grantor’s principal place of business:

  



 


F-19

















 


SCHEDULE
II

TO SECURITY AGREEMENT


 


ADDRESSES OF ALL LOCATIONS AT WHICH GOODS ARE KEPT


 


F-20

















 


SCHEDULE
III

TO SECURITY AGREEMENT


 


TRADE
NAMES


 


F-21

















 


SCHEDULE
IV

TO SECURITY AGREEMENT


 


LIST
OF INTELLECTUAL PROPERTY


 


F-22

















 


EXHIBIT G


 


OPINION MATTERS


 


The matters contained in the following Sections of the
Credit Agreement should be covered by the legal opinion:


 


·              Section 5.01(a), (b) and (c)


 


·              Section 5.02


 


·              Section 5.03


 


·              Section 5.04


 


·              Section 5.06


 


·              Section 5.14(b)


 


G-1