Exhibit
10.1


AMENDMENT NO. 1 TO CREDIT
AGREEMENT


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


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


(a)           Section 6.01(c)
of the Credit Agreement is hereby amended by deleting the phrase “not later
than 60 days” from the first line thereof and replacing it with the phrase “not
later than 90 days.”


(b)           Section 7.02(b)
of the Credit Agreement is hereby amended by inserting “, replacements” after
the word “renewals” in the second line thereof and by inserting “, replacement”
after the word “renewal” in each of the fourth, eighth and ninth lines thereof.


(c)           Section 7.02(k)
of the Credit Agreement is hereby amended by deleting the figure “$50,000,000”
from the last line thereof and replacing it with the figure “$150,000,000.”


(d)           The
introductory clause of Section 7.03(h) of the Credit Agreement is hereby
amended and restated to read in its entirety as follows:


(h)           the purchase or other acquisition of
not less than 51% of the Equity Interests in, or a substantial portion of the
property of, any Person, or of any business unit of a Person, that, upon the
consummation thereof, will be majority-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):


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













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


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


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


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



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


	
   

  	
  GUESS ?, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Carlos Alberini

  	
   

  
	
   

  	
  Name: Carlos Alberini

  
	
   

  	
  Title: President and Chief Operating Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GUESS? CANADA CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Carlos Alberini

  	
   

  
	
   

  	
  Name: Carlos Alberini

  
	
   

  	
  Title: Chief Operating Officer

  



 



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  BANK OF AMERICA, N.A., as Domestic 

  Administrative Agent and Domestic Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matthew Koenig

  	
   

  
	
   

  	
  Name: 

  	
  Matthew Koenig

  
	
   

  	
  Title:

  	
  Sr. Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

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

  Canadian Branch, as Canadian Administrative 

  Agent and Canadian Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Medina Sales De Andrade

  	
   

  
	
   

  	
  Name:

  	
  Medina Sales De Andrade

  
	
   

  	
  Title:

  	
  Vice President

  
						



 



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Exhibit A to
Amendment No. 1


CONSENT


Dated as of March 29, 2007


Each of the undersigned,
as Guarantors under a Guaranty (as such terms are defined in and under the
Credit Agreement referred to in the foregoing Amendment No. 1) delivered
pursuant to the Credit Agreement, hereby consent and agree to the said
Amendment No. 1 and hereby confirm and agree that its Guaranty as amended
by that certain First Amendment to Guaranty, of even date herewith, is, and
shall continue to be, in full force and effect and is hereby ratified and
confirmed in all respects.


	
   

  	
  GUESS ?, Inc.

  
	
   

  	
  GUESS.com, Inc.

  
	
   

  	
  GUESS? Retail, Inc.

  
	
   

  	
  GUESS? Value, LLC

  
	
   

  	
  GUESS? Bermuda Holdings, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Carlos Alberini

  	
   

  
	
   

  	
  Name: 

  	
  Carlos Alberini

  
	
   

  	
  Title:

  	
  President and Chief Operating Officer

  
						



 



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