Exhibit 4.4






GUESS? ROYALTY FINANCE
LLC,

as Issuer


and


BNY MIDWEST TRUST
COMPANY,

as Indenture Trustee

on behalf of the Noteholders


FIRST SUPPLEMENTAL
INDENTURE


Dated as of August
31, 2006


$75,000,000


6.75% SECURED
NOTES






 
















 


This First
Supplemental Indenture, dated as of August 31, 2006 (this “Supplemental Indenture”),
is between Guess? Royalty Finance LLC, a limited liability company organized
under the laws of the State of Delaware (the “Issuer”), and BNY Midwest
Trust Company, acting hereunder as indenture trustee and not in its individual
capacity (herein, together with its successors in the trust hereunder, the “Indenture
Trustee”).


RECITALS


The Issuer and the
Indenture Trustee have heretofore entered into an Indenture dated as of April
28, 2003 (the “Original Indenture” and, as amended by this First
Supplemental Indenture, the “Indenture”) to provide for, among other
things, the issuance of $75,000,000 of the Issuer’s 6.75% Secured Notes, all as
provided in the Original Indenture.


Section 9.2 of the
Indenture provides, in part, that the Issuer and, when authorized by an Issuer
Order, the Indenture Trustee may enter into a supplemental indenture with prior
written notice to each Rating Agency and with the prior written consent of the
Majority Holders for the purpose of, among other things, changing the
provisions of the Indenture, provided that such changes do not affect certain
terms thereof in a manner that adversely affects certain rights of Noteholders.


The Issuer desires
to enter into this Supplemental Indenture in order to amend the definition of
Change of Control as hereinafter provided. 
All things necessary to make this Supplemental Indenture a valid
agreement of the Issuer in accordance with its terms have been done.


NOW, THEREFORE,
the Issuer and the Indenture Trustee hereby agree as follows:


ARTICLE I

DEFINITIONS


SECTION 1.1.   Definitions.  Capitalized terms used in this Supplemental
Indenture shall have the respective meanings assigned to such terms in Annex X
unless otherwise defined herein.


SECTION 1.2.   Rules of Construction.  Unless the context otherwise requires:


(a)           a term has the
meaning assigned to it;


(b)           “or” is not
exclusive;


(c)           “including” means
including without limitation;


(d)           words in the
singular include the plural and words in the plural include the singular;


(e)           any agreement,
instrument or statute defined or referred to herein or in any instrument or
certificate delivered in connection herewith means such agreement, instrument
or


 



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statute as
from time to time amended, modified or supplemented and includes (in the case
of agreements or instruments) references to all attachments thereto and
instruments incorporated therein; references to a Person are also to its
permitted successors and assigns; and


(f)            the words “hereof,”
“herein” and “hereunder” and words of similar import when used in this
Indenture shall refer to this Indenture as a whole and not to any particular
provision of this Indenture; Section, subsection and Schedule references
contained in this Indenture are references to Sections, subsections and
Schedules in or to this Indenture unless otherwise specified.


ARTICLE II

Modifications


SECTION 2.1.   Amendment to the Definition of Change of
Control.  Annex X is hereby amended
by replacing clause (e) of the definition of “Change of Control” contained
therein with the following:


“(e) the failure of the
Permitted Holders to hold at least 25% of the voting power of the total
outstanding Voting Stock of Guess?, other than as a result of a public offering
of such Voting Stock;”


ARTICLE III

MISCELLANEOUS


SECTION 3.1.   Effect of Headings and Table of Contents.  The Article and Section headings herein are
for convenience only and shall not affect the construction hereof.


SECTION 3.2.   Successors and Assigns.  All covenants and agreements in this
Supplemental Indenture shall bind its successors and assigns, whether so
expressed or not.  All agreements of the
Indenture Trustee in this Indenture shall bind its successors, co-Indenture
Trustees and agents.


SECTION 3.3.   Separability.  In case any provision in this Supplemental
Indenture or in the Notes shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.


SECTION 3.4.   GOVERNING LAW.  THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.


SECTION 3.5.   Counterparts.  This Supplemental Indenture may be executed
in any number of counterparts, each of which so executed shall be deemed to be
an original, but all such counterparts shall together constitute but one and
the same instrument.


SECTION 3.6.   Limited Recourse.  No recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer or the Indenture
Trustee under this



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Supplemental
Indenture or any certificate or other writing delivered in connection herewith
or therewith, against (i) the Indenture Trustee in its individual capacity,
(ii) the owner of any beneficial interest in the Issuer or (iii) any partner,
owner, beneficiary, agent, officer, director, employee or agent of the
Indenture Trustee in it individual capacity, except as any such Person may have
expressly agreed (it being understood that the Indenture Trustee have no such
obligations in their individual capacity).


SECTION 3.7.   WAIVERS OF JURY TRIAL.  THE ISSUER AND THE INDENTURE TRUSTEE HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS SUPPLEMENTAL INDENTURE AND FOR ANY COUNTERCLAIM
THEREIN.


SECTION 3.8.   Submission to Jurisdiction; Waivers.  Each
of Issuer and the Indenture Trustee hereby irrevocably and unconditionally:


(a)           submits for itself
and its property in any legal action or proceeding relating to this
Supplemental Indenture, or for recognition and enforcement of any judgment in
respect thereof, to the non-exclusive general jurisdiction of the courts of the
State of New York, the courts of the United States for the Southern District of
New York, and appellate courts from any thereof;


(b)           consents
that any such action or proceeding may be brought in such courts and waives any
objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in
an inconvenient court and agrees not to plead or claim the same;


(c)           agrees
that service of process in any such action or proceeding may be effected by
mailing a copy thereof by registered or certified mail (or any substantially
similar form of mail), postage prepaid, to the Issuer or the Indenture Trustee,
as the case may be at its address set forth in Section 11.4 of the Original
Indenture or at such other address of which the Indenture Trustee shall have
been notified pursuant thereto;


(d)           agrees
that nothing herein shall affect the right to effect service of process in any
other manner permitted by law or shall limit the right to sue in any other
jurisdiction; and


(e)           waives,
to the maximum extent not prohibited by law, any right it may have to claim or
recover in any legal action or proceeding referred to in this Section any
special, exemplary, punitive or consequential damages.


SECTION 3.9.   Continued Effect of Original Indenture.  Except as amended or supplemented by this
Supplemental Indenture, the terms, conditions, covenants and agreements set
forth in the Original Indenture shall continue in full force and effect.


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IN WITNESS
WHEREOF, the undersigned have caused this Indenture to be duly executed as a
deed as of the date first written above by their respective officers hereunto
duly authorized.


	
  

  	
  GUESS? ROYALTY FINANCE LLC

  
	
   

  	
  By:

  	
  /s/ Deborah Siegel 

  
	
   

  	
   

  	
  Name: Deborah Siegel

  Title: Secretary

  
	
   

  	
  BNY MIDWEST TRUST
  COMPANY, not in its individual capacity but solely as Indenture Trustee

  
	
   

  	
  By:

  	
  /s/ Eric A. Lindahl

  
	
   

  	
   

  	
  Name: Eric A. Lindahl

  Title: Vice President

  



 



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