Exhibit
10.77


FOURTH
AMENDMENT 


TO
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT


This Fourth Amendment To Amended and Restated Loan And
Security Agreement (the “Amendment”)
dated as of July 17, 2006, is entered into by and among WACHOVIA CAPITAL
FINANCE CORPORATION (WESTERN), a California corporation formerly known as
Congress Financial Corporation (Western) (“Lender”),
and GUESS ?, INC., a Delaware corporation (“Guess”), GUESS? RETAIL, INC., a Delaware corporation, and
GUESS.COM, INC., a Delaware corporation, jointly and severally as co-borrowers
(each a “Borrower” and
collectively, the “Borrowers”),
with reference to the following facts:


RECITALS


A.                                   Lender
is extending various secured financial accommodations to the Borrowers upon the
terms of that certain Amended and Restated Loan and Security Agreement dated as
of December 20, 2002, as previously amended by that certain First
Amendment to Amended and Restated Loan and Security Agreement, dated as of
February 25, 2003, that certain Second Amendment to Amended and Restated
Loan and Security Agreement dated as of December 30, 2004, and that
certain Third Amendment to Amended and Restated Loan and Security Agreement
dated as of April 4, 2005 (as the same now exists or may hereafter be amended,
modified, supplement, extended, renewed or replaced, the “Loan Agreement”).


B.                                     Each
of the Borrowers and the Lender desires to amend the Loan Agreement upon the
terms and conditions set forth herein.


C.                                     Each
of the Borrowers is entering into this Amendment with the understanding and
agreement that, except as specifically provided herein, none of the rights or
remedies of the Lender as set forth in the Loan Agreement are being waived or
modified by the terms of this Amendment.


AMENDMENT


NOW THEREFORE, in consideration of the foregoing and
for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged by each party hereto, the parties hereto hereby agree
as follows:


SECTION 1. 
Amendment.  Clause (e) of Section 1.33 (“Change of Control”)
of the Loan Agreement is hereby amended and restated to read in its entirety as
follows:  “(e) the failure of the
Permitted Holders to hold at least thirty percent (30%) of the voting power of
the total outstanding Voting Stock of Parent, and the failure of Parent to own
one hundred percent (100%) of the voting power of the total outstanding Voting
Stock of the other Borrowers.”


SECTION 2. 
Conditions to Effectiveness.  The effectiveness of this Amendment
is subject to the receipt by Lender
of the following:


(a)                                  Counterparts
of this Amendment, duly executed and delivered by each of the parties hereto.









 



(b)                                 Such
other documents related hereto or in furtherance hereof as Lender may
reasonably require.


SECTION 3. 
No Other Changes.  Except as explicitly amended by this Amendment,
all of the terms and conditions of the Loan Agreement shall remain in full
force and effect and shall apply to any Loan or Letter of Credit Accommodation thereunder.


SECTION 4. 
Defined Terms.  Unless otherwise defined herein, terms used in this
Amendment that are defined in the Loan Agreement shall have the same meanings
herein as in the Loan Agreement.  In addition, it is expressly understood that the term Financing
Agreements as used herein or in any other Financing Agreement includes this
Amendment for all purposes, including for the purposes of Section 5
hereof.


SECTION 5. 
Representations and Warranties.  Each Borrower reaffirms that the
representations and warranties made to Lender in the Loan Agreement and other
Financing Agreements are true and correct in all material respects as of the date of this
Amendment as though made as of such date and after giving effect to this
Amendment.  In addition, each Borrower makes the following representations
and warranties to Lender, which shall survive the execution of this Amendment.


(a)                                  The
execution, delivery and performance of this Amendment are within each Borrower’s
powers, have been duly authorized by all necessary actions, have received all
necessary governmental approvals, if any, and do not (i) contravene any
other contractual restriction, law or governmental regulation or court decree
or order binding on or affecting any Borrower or its assets, (ii) violate
any Borrower’s organizational documents or instruments, or (iii) result
in, or require the creation or imposition of, any security interest, mortgage,
pledge, lien, charge or other encumbrance of any nature whatsoever on any of
any Obligor’s assets or properties, including the Collateral, except for liens,
security interests and other encumbrances granted under the Financing
Agreements.


(b)                                 This
Amendment is the legal, valid and binding obligation of each Borrower
enforceable against each Borrower in accordance with its terms, except as
enforcement may be limited by bankruptcy, insolvency, moratorium and other
similar laws affecting the rights of creditors generally.


(c)                                  Since
the dates of the financial statements most recently provided by Borrowers to
Lender pursuant to Sections 9.6(a)(i) and 9.6(a)(iii) of the Loan
Agreement, there has been no Material Adverse Change.


(d)                                 No
event has occurred and is continuing, after giving effect to this Amendment,
which constitutes a Default or an Event of Default under the Loan Agreement or
any other of the Financing Agreements, or would constitute an Event of Default
but for the requirement that notice be given or time elapse or both.


SECTION 6. 
Continuing Effect of Financing Agreements.  To the extent of any
inconsistencies between the terms of this Amendment and the Loan Agreement,
this Amendment shall govern.  In all other respects, the Loan Agreement
and other Financing Agreements shall remain in full force and effect and are hereby ratified and confirmed.









 



SECTION 7. 
Governing Laws.  This Amendment, upon becoming effective, shall be
deemed to be a contract made under, governed by, and subject to, and shall be
construed in accordance with, the internal laws of the State of California.


SECTION 8. 
No Waiver.  The execution of this Amendment and acceptance of any
other documents related hereto shall not be deemed to be a waiver of any Event
of Default under the Loan Agreement or breach, default or event of default
under any other Financing Agreement, whether or not known to Lender and whether
or not existing on the date of this Amendment.


SECTION 9. 
Integration.  The Loan Agreement as amended by this Amendment,
together with the other Financing Agreements, incorporates all negotiations of
the parties hereto with respect to the subject matter hereof and is the final
expression and agreement of the parties hereto with respect to the subject
matter hereof and may not be contradicted by evidence of prior, contemporaneous
or subsequent oral agreements of the parties; there are no oral agreements
between the parties.  Without limiting the foregoing, in the event this
Amendment conflicts with the terms of any letter agreement between Borrowers
and Lender, the terms of this Amendment shall control.


SECTION 10. 
Reference to and Effect on the Financing Agreements.


(a)                                  Upon
and after the effectiveness of this Amendment, each reference in the Loan
Agreement to “this Agreement”, “hereunder”, “herein”, “hereof” or words of like
import referring to the Loan Agreement, and each reference in all other
documents or agreements related thereto, including the other Financing
Agreements, to “the Loan Agreement”, “thereof” or words of like import
referring to the Loan Agreement, shall mean and be a reference to the Loan
Agreement as modified and amended hereby.


(b)                                 To
the extent that any terms and conditions in any of the Financing Agreements or
any documents or agreements related thereto shall contradict or be in conflict
with any terms or conditions of the Loan Agreement, after giving effect to this
Amendment, such terms and conditions are hereby deemed modified or amended
accordingly to reflect the terms and conditions of the Loan Agreement as
modified or amended hereby.


SECTION 11. 
Severability.  Any provision of this Amendment which is prohibited
or unenforceable in any jurisdiction shall, as to such provision and such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this
Amendment affecting the validity or enforceability
of such provision in any other jurisdiction.


SECTION 12. 
Execution in Counterparts.  This Amendment may be executed by
facsimile and in any number of counterparts, each of which when so executed and
delivered shall be deemed an original and all of which counterparts, taken
together, shall constitute one and the same instrument.


SECTION 13. 
Section Captions.  The various headings of this Amendment are
inserted for convenience only and shall not affect the meaning or
interpretation of this Amendment or any provisions hereof.









 



SECTION 14. 
Successors and Assigns.  This Amendment shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
successors and assigns.


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IN WITNESS
WHEREOF, the parties hereto, intending to be legally bound hereby, have
executed this Amendment as of the date first set forth above, to become
effective in the manner set forth above.


	
  

  	
  GUESS ?, INC.,

  
	
   

  	
  as a Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Deborah Siegel

  	
   

  
	
   

  	
  Name:

  	
  Deborah Siegel

  
	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GUESS? RETAIL, INC.,

  
	
   

  	
  as a Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Deborah Siegel

  	
   

  
	
   

  	
  Name:

  	
  Deborah Siegel

  
	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GUESS.COM, INC.,

  
	
   

  	
  as a Borrower

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Deborah Siegel

  	
   

  
	
   

  	
  Name:

  	
  Deborah Siegel

  
	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  
								



 









 



 


	
  

  	
  WACHOVIA CAPITAL FINANCE CORPORATION

  (WESTERN), as Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Gary Whitaker

  	
   

  
	
   

  	
  Name:

  	
  Gary Whitaker

  
	
   

  	
  Title:

  	
  Director