0001104659-05-000312 Sample Contracts

FIRST AMENDMENT TO CANADIAN LOAN AND SECURITY AGREEMENT
Canadian Loan and Security Agreement • January 5th, 2005 • Guess Inc Et Al/Ca/ • Women's, misses', children's & infants' undergarments • Ontario

This First Amendment To Canadian Loan And Security Agreement (the “Amendment”) dated as of December 30, 2004, is entered into by and among CONGRESS FINANCIAL CORPORATION (CANADA), an Ontario corporation (“Lender”), and GUESS? CANADA CORPORATION, a Canadian corporation, and GUESS? CANADA RETAIL, INC., a Canadian corporation, jointly and severally as co-borrowers (each a “Borrower” and collectively, the “Borrowers”), with reference to the following facts:

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SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • January 5th, 2005 • Guess Inc Et Al/Ca/ • Women's, misses', children's & infants' undergarments • California

This Second Amendment To Amended and Restated Loan And Security Agreement (the “Amendment”) dated as of December 30, 2004, is entered into by and among CONGRESS FINANCIAL CORPORATION (WESTERN), a California corporation (“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:

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