Exhibit 10.1


 


SECOND AMENDMENT TO LEASE


 


THIS
SECOND AMENDMENT TO LEASE (“Second Amendment”) is entered into by and between
1444 Partners, Ltd., a California limited partnership (“Landlord”) and
Guess ?, Inc., a Delaware corporation (“Tenant”) with reference to the
following facts:


 


1.             Landlord and Tenant entered into
that certain Lease dated July 29, 1992;


 


2.             The Lease was amended by First
Amendment to Lease (“First Amendment”) effective as of July 30, 2008 which
modifies the provisions of the Lease as set forth therein; and


 


3.             Landlord and Tenant desire to
further modify the Lease as hereinafter set forth.


 


NOW,
THEREFORE, in consideration of the covenants and agreements contained in this
Second Amendment, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties agree as follows:


 


1.             The Lease Termination Date set
forth in Section 1(a) of the First Amendment is hereby amended to July 31,
2020.


 


2.             Section 2 of the First
Amendment is hereby amended to provide that the renewal term shall commence on July 30,
2008 and shall end on July 31, 2020 (“Renewal Term”).


 


3.             Section 6 of the First
Amendment shall be revised by adding the parenthetical “(July 31, 2020)”
after the words “Renewal Term expiration date” in line four of said Section.


 


4.             The Lease as modified by the First
Amendment and as expressly modified pursuant to this Second Amendment is hereby
affirmed and shall continue in full force and effect in accordance with the
terms thereof.  Any existing or future
reference to the Lease and any document or instrument delivered in connection
with the Lease shall be deemed to be a reference to the Lease as modified by
the First Amendment and as further modified by this Second Amendment.  To the extent that anything in this Second
Amendment is inconsistent with any provision contained in the First Amendment
or the Lease, this Second Amendment shall be deemed to control.


 


5.             Capitalized terms used herein but
not otherwise defined in this Second Amendment shall have the respective
meanings ascribed to them in the Lease and First Amendment.


 

















 


6.             This Second Amendment may be
executed in any number of counterparts, each of which, when taken together,
shall constitute the same instrument.


 


7.             This Second Amendment shall be
governed by and construed in accordance with the laws of the State of
California.


 


IN
WITNESS WHEREOF, the parties have caused their respective duly authorized
representatives to execute this Second Amendment as of August 12, 2010.


 


	
  LANDLORD:

  	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  
	
  1444
  Partners, Ltd.

  	
   

  	
  Guess
  ?, Inc.

  
	
  a
  California limited partnership

  	
   

  	
  a
  Delaware corporation

  
	
   

  	
   

  	
   

  
	
  By:

  	
  Alameda
  Associates, Inc.

  	
   

  
	
   

  	
  a
  California corporation

  	
   

  	
  By:

  	
  /s/
  Dennis R. Secor

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Dennis
  R. Secor

  
	
  Its:

  	
  General
  Partner

  	
   

  	
  Its:

  	
  Senior
  Vice President and

  
	
   

  	
   

  	
   

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Maurice Marciano

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Maurice
  Marciano

  	
   

  	
   

  	
   

  
	
  Its:

  	
  Chief
  Executive Officer

  	
   

  	
   

  	
   

  



 


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