EXHIBIT
10.71

PORTIONS OF THIS EXHIBIT 10.71
MARKED BY AN *** HAVE BEEN OMITTED
 PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND FILED
 SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.









	    	 CONFIDENTIAL TREATMENT




January 31,
2006





											
	CK
Jeanswear N.V.		CK Jeanswear Europe S.p.A.		WF Overseas
Fashion C.V.
	Olympic Palaza, 1st
floor		Via Provinciale Lucchese,
181/11		Netherlands
	Fred. Roeskestraat
123,		50019 Sesto Fiorentino		 
	1076 EE
Amsterdam		Italy		 
	






Re:
"CK/Calvin Klein" Store License - Europe

Ladies and Gentlemen:

CK Jeanswear Europe
S.p.A. ("CKJE") and Calvin Klein, Inc.
("CKI") are simultaneously entering into a
store license relating to the form of the mark "CK/Calvin
Klein" for use on full-price free-standing retail stores,
for the sale therein of certain "CK/Calvin
Klein" Women's and Men's Bridge Apparel, and
certain "CK/Calvin Klein" Women's and
Men's Bridge small leather goods (accessories) and handbags,
pursuant to the Bridge Apparel License and the Bridge Accessories
License. This confirms that CKJE, CK Jeanswear N.V.
("CKJNV") (hereinafter referred to as
Operator, respectively) and CKI have agreed as follows:

1.     (a) CKI hereby grants to Operator a license
to use the trademark "CK/Calvin Klein"
("Mark") on and in connection with the
operation of free-standing retail shops
("Stores") (plus the outlet Stores permitted
by Section 1(d)) located in the "Territory,"
as defined on the date hereof in the Bridge Apparel License; for the
sole purpose of selling therein at retail to consumers only, the
"Merchandise" (as herein defined). Operator
will sell no products other than Merchandise in the Stores. All use by
Operator of the Mark is subject to CKI's prior approval. Operator
shall provide CKI annually, not later than 90 days prior to the end of
each Annual Period, for CKI's reasonable prior approval, a
schedule with existing Stores together with plans for the establishment
of additional Stores in the Territory, on a
jurisdiction-by-jurisdiction basis. Operator is required to open and
maintain Stores within the Territory, and in certain designated key
locations (cities and countries) therein, based on the Roll-Out
Schedule attached hereto, as noted below.

Operator is
required to open, maintain and continuously operate *** of the
number of full-price retail stores indicated on the Roll-Out Schedules
attached (rounded up to the next whole number, determined at the close
of each Annual Period hereunder). If (a) the attached Roll-Out
Schedules have not been met, or (b) if *** of the required
number of Stores that have been opened have been shut or have
discontinued operations (shut down for more than 30 business days)
(hereinafter "shut"), as reviewed at the
close of the Annual Period, compared to the prior Annual Period, and
such "shut" Stores have not re-opened,
relocated, or replacement full-price Stores opened within the same
Annual Period, or the subsequent Annual Period (so that the
"net" number of full-price Stores that have
been "shut" is less than *** as
reviewed at the close of the said subsequent Annual Period (or, the
said "same" Annual Period, if
applicable)1, in case of either (a) or (b) above, CKI may terminate this
Store License on 12 months prior written notice. However, CKI may
permit Operator, and Operator will continue to comply with all of its
obligations hereunder, to operate and maintain existing Stores, for up
to two (2) years as permitted at that time by CKI in writing (but not
longer than the then current term of any Store sublicense, as to any
sublicensed Store), on a Store-by-Store basis.

(b) For purposes
hereof, Merchandise shall consist of *** as respectively defined
in the Bridge Apparel and Bridge Accessories License. Upon the prior
written consent of CKI, as to the particular Licensed Products and
styles thereof, on a non-exclusive season to season basis,
***


Notwithstanding anything otherwise contained
herein, ***


(c) CKI reserves the right to ***


(d) Operator shall be permitted to open in the Territory, on a
non-exclusive basis, up to ***, ***. Any and all such Stores
shall be considered "Stores" for the purposes
of this Agreement, and shall be 

	


		
		1***










	    	 CONFIDENTIAL TREATMENT





subject to the prior approval of CKI as to
the*** and shall be subject to all the terms of this Agreement
including but not limited to ***. Operator shall not be
permitted to sublicense the rights under this Section 1(d) to any
unaffiliated third party, except on a single store by store basis or a
country wide basis only, only as approved in advance by
CKI2.

2. (a) CKI shall have the right to approve
the number and each specific location of each Store (prior to the
execution of any lease or other commitment), and to approve the design,
signage, layout, fixtures and decoration of each such Store and to
designate the architect or Store planner utilized in connection with
the build-out of each such Store (as set forth below), as well as all
packaging, Store tags or labels, business materials (including business
cards), advertising and promotional materials so as to ensure that the
same are of the highest quality, and are consistent with the
"Calvin Klein" image. Operator recognizes
that CKI will grant such approvals as to location and number subject to
and consistent with its other programs for related retail outlets, and
only if such locations are reflected in the plan(s) approved pursuant
to Section 1(a).

Operator recognizes that its public
actions and statements can affect the image of CKI, the Mark, the
Merchandise and other trademarks used by CKI and/or its licensees and
other designees, CKI's other licensees and their respective
products. Accordingly, (i) the use and release by Operator of any and
all advertising, promotional or publicity material (including press
releases and other public relations media events) and (ii) any other
corporate release, data or information which Operator has reason to
believe might become public and, if so, could affect such image, will
be prepared or conducted in consultation with and subject to the prior
approval of CKI's Public Relations Department. After any such
approval, Operator will not modify such approved material or activities
in any material respect, without CKI's prior approval. CKI shall
have the right to inspect each Store to ensure compliance with this
Agreement. Operator shall co-operate with CKI in any such inspection,
shall promptly take steps to correct all deficiencies as noted by CKI
during or following such inspection and will bear the expense of any
follow up inspection.

(b) Operator will:

(i) bear all costs incurred in connection
with *** referred to in Section 1 (d) above. On the Store by
Store planning, the parties shall confer prior to incurring any such
expenses and agree upon an estimated budget.

(ii) conduct and operate the Stores in
accordance with all applicable health, safety, occupancy, tax and other
governmental laws, rules and regulations;

(iii) maintain the Stores in a sanitary
condition and in good repair at all times, and in accordance with the
design, Store set-up (merchandising) and visual display specifications,
standards and guidelines of CKI, as promulgated from time to time, and
refurbish the Stores as may be reasonably necessary in order to keep
the Stores in an up-to-date condition (every 5 years);

(iv) employ only competent, trained and exemplary
personnel (and provide for dress codes and uniforms for the same)
including a General Manager for all retail operations hereunder as well
as Store managers, all subject to CKI's ongoing approval;

(v) retain public relations personnel or consultants
to promote the Mark and the Stores under the supervision of and as
approved by CKI and its public relations personnel;

(vi) purchase a supply of Merchandise for each
seasonal collection for each Store which constitutes, in the reasonable
opinion of CKI, a representative collection and which is intended to
satisfy consumer demands;

(vii) prepare and
deliver to CKI within ***


	


		
		2
Currently there are Calvin Klein Collection Store licensees for Milan
and Rome (covering Bologna, Verona and Florence) as to which CKI has
agreed to use good faith efforts to provide such licensee rights of
"first refusal" or "first
offer" as applicable as to any
"Store" in its
"exclusive" area, which may become available
under a multi-jurisdictional "CK/Calvin
Klein" store license, and if Operator wishes to sublicense
any such "exclusive area", agrees to so
provide the same.










	    	 CONFIDENTIAL TREATMENT




(viii) keep
confidential all material, data and proprietary information of CKI,
which shall include but not be limited to the design and decor
specifications and prototypes utilized in connection with the Stores;
and

(ix) maintain adequate financing in
order to open and maintain the Store and to purchase inventory as
required hereunder and demonstrate the same as required by CKI during
the term hereof; and

(x) timely remit
all amounts payable hereunder (including by example to supplier
licensees, vendors, etc.), including ***, or any portion
thereof) on the balance of any unpaid overdue amounts not in
dispute).

(c) Operator will expend (and/or require its
Store sublicensees to respectively spend as to their respective Stores)
such amounts for advertising and promotion and public relations events
(which shall be subject to the approval of CKI, to be provided promptly
and not unreasonably withheld) as are reasonable and appropriate in
connection with Operator's exploitation of the license granted
hereby, *** under the Bridge Apparel and Bridge Accessories
Licenses, as well as any other licensees as to***, during each
Annual Period.

(d) Upon reasonable prior written notice,
CKI and its representatives may, no more than once each year unless
good cause is shown, examine the books and records (and any and all
underlying data) of Operator during the term of the Agreement, and for
a period of three years following termination hereof. Such books,
records and data will be maintained for at least three years following
the year to which they relate.

3.     (a) Operator acknowledges that: (i)
Calvin Klein Trademark Trust ("CKTT") CKTT is
the owner, and CKI is a beneficial owner, of all right, title and
interest in and to the Mark and the goodwill attached or will become
attached thereto (including goodwill arising from advertising
expenditures applicable to the grant hereunder ); (ii) all use thereof
by Operator will inure to the benefit of CKTT; and (iii) CKTT and/or
CKI retains all rights to use and to grant others the right to use the
Mark except as specifically granted to Operator herein. Operator will
not do or permit to be done anything which will detract from the value
or reputation of the Mark and do all things which may reasonably be
required by CKI in order to confirm CKI's beneficial ownership
and CKTT's ownership of the Mark.

(b) In the event
Operator learns of any infringement or imitation of the Mark or use by
any person of a trademark confusingly similar to the Mark, it will
immediately notify CKI. Operator will cooperate with CKI in any action
taken by CKI to protect its rights and those of CKTT in and to the
Mark. Operator will take no such action itself without prior written
approval of CKI.

4.     Operator will
indemnify and save CKTT, CKI and Calvin Klein harmless from any and all
claims that may arise or be asserted against either of them from
Operator's use of the Mark, Operator's sale of the
Merchandise or Operator's establishment, ownership or operation
of the Store, and all costs and expenses, including reasonable counsel
fees, incurred in connection with defense of the same. Operator will
procure and maintain insurance as reasonably required by CKI and
available in the Territory in order to insure the property and contents
of the Store, and its operations, and from liability claims as referred
to herein.

5.     (a) The term of this
Agreement shall commence as of 1 January 2006, and shall continue in
effect throughout the full term of the Bridge Apparel License (i.e., up
to and including 31 December 2046) unless sooner terminated in
accordance herewith as to the "Territory"
referred to in Section 1(a)(i).

Notwithstanding
the foregoing, CKI may terminate this Agreement if ***


In the event of the termination or reversion of any
jurisdiction or Region under the Bridge Apparel License, the same
termination or reversion of such jurisdiction or Region shall occur
automatically and simultaneously under this Store License, and shall
immediately and automatically result in the termination of the
applicable Stores, and Store sublicenses under § 1 (a) above.

(b) Except as set forth otherwise in this
section, in the event of any breach or default by either party which
continues uncured for a period of 30 days after written notice thereof
from the 









	    	 CONFIDENTIAL TREATMENT





non-defaulting party, the non-defaulting party
may terminate this Agreement by written notice effective immediately.
If Operator files a bankruptcy petition, is adjudicated a bankrupt or
becomes involved in a bankruptcy or insolvency proceeding, this
Agreement will terminate automatically and forthwith. If Operator opens
or permits any sublicensee to open any Store in an unapproved location,
or a Store in excess of the number of Stores approved by CKI, such
failure shall be deemed a material breach under the terms of this
Agreement, and CKI may immediately terminate this Agreement effective
upon written notice to Operator. If Operator fails to pay or any
sublicensee fails to pay any amount due CKI on the due date, interest
shall accrue thereon at a rate equal to 3 percentage points over the
prime rate charged by Chase from the due date until paid in full and
(ii) if such default continues uncured for a period of 30 days
following the due date, CKI may terminate this Agreement forthwith by
written notice.

(c) Upon termination of
this Agreement, Operator will immediately discontinue use of the Mark
in connection with the Stores, will alter the interior and exterior of
the Stores so as to distinguish them from their former appearance and
will dispose of any inventory of Merchandise, on a non-exclusive basis,
only in the ordinary course of business, or otherwise as specifically
directed by CKI, for a period not to exceed 90 days following the date
of such termination. No such disposal may occur unless Operator
provides CKI with a detailed schedule of its inventory, certified by
its chief financial officer in form and content satisfactory to CKI,
within 30 days following termination of this Agreement. Notwithstanding
the foregoing, CKI has the option, exercisable by written notice sent
either prior to or not later than 30 days following the date of
termination, to have any Store, and Operator's entire interest
therein, assigned to it, (A) if such termination is due to breach by
Operator at the lower of (i) the net depreciated cost to Operator and
(ii) the then current market value of such Store, including the lease
thereof and the improvements therein, or (B) if for other reasons (or
upon expiration), at the then current market value of such Store,
including the lease and the improvements therein.

6.     Each party to this
Agreement is an independent contractor and nothing herein contained and
no action arising from or relating to this Agreement shall be construed
to constitute the parties as joint venturers or either as agent of the
other.

7.     No waiver,
express or implied, of any provision of this Agreement, or of any
breach or default hereof, shall constitute a continuing waiver hereof
except as expressly provided in a writing signed by the waiving
party.

8.     (a) Neither
this Agreement or any rights granted hereunder may be assigned or
otherwise transferred by Operator, except as agreed to by CKI. Any
sublicense agreement shall be in the form attached hereto or as
approved by CKI with only such modifications as CKI may approve in
advance; and the selection (identity) of any sublicensee shall also be
subject to CKI's prior approval. Only single-Store (or country
wide) sublicenses may be granted, unless otherwise approved in advance
by CKI.

(b) Except as provided above, and
specifically as provided under the CKI/CF Group Consent dated as of 29
September 2005, this Agreement shall inure to the benefit of and shall
be binding upon the parties and their respective successors and
assigns. In the event of any CKI-permitted change-of-control transfer
from the then current shareholder(s) as required hereunder, the
restrictions and provisions hereof shall apply to any
successor-in-interest permitted transferee.

9.     This Agreement shall be
considered as having been entered into in the State of New York and
shall be construed and interpreted in accordance with the laws of that
state applicable to agreements made and to be performed therein.
However, disputes regarding the Mark shall be resolved in accordance
with the Federal trademark laws and related laws, statutes, rules and
regulations of the United States unless there are no Federal laws,
statutes, rules or regulations dispositive of such a dispute, in which
case such dispute shall be resolved in accordance with the laws of the
State of New York. Operator represents and warrants that it is not
entitled to immunity from judicial proceedings commenced in the State
of New York, U.S.A. (whether relating to state laws or federal laws)
and expressly agrees that, should any judicial proceedings be brought,
it will not claim any immunity from such proceedings and that they
shall be brought in New York, New York and shall be conducted in










	    	 CONFIDENTIAL TREATMENT





English. Operator irrevocably submits to the
jurisdiction of the courts of the State of New York and/or the federal
courts located therein and waives the right to contest such
jurisdiction and to the laying of venue in such courts. Operator is
completing forms relating to the appointment of the Corporation
Services Company to act as its agent for service relating to any
dispute or adjudication hereunder, simultaneously with the execution of
this Agreement and will maintain such appointment throughout the term
of this Agreement (including extensions, renewals and the non-exclusive
inventory disposal period referred to herein).

10.     Following the closing of the
transaction, pursuant to which Warnaco Inc. will, in accordance with
its terms, acquire the business of the Operator, this Agreement may be
assigned within the Warnaco family of companies in accordance with the
terms as agreed by CKI and set forth in writing simultaneously
herewith.

Warnaco U.S., Inc., a Delaware
corporation, is the general partner of WF Overseas Fashion C.V., a
limited partnership ("commanditaire
vennootschap") organized and existing under the laws
of the Netherlands, and solely in such capacity, is executing this
Agreement on behalf and for the exclusive risk and benefit of WF
Overseas Fashion C.V.

If the foregoing fully and
accurately sets forth our understanding with regard to the subject
matter hereof, please so signify by signing below where indicated.





	
							
	Very
truly yours,
	Calvin
Klein, Inc.
	By:
/s/ Tom
Murry                                        
	Name:		Tom
Murry
	Title:		President and
COO
	






Agreed to:

CK JEANSWEAR N.V.





							
	By:    /s/ Lawrence R.
Rutkowski                                
	Name:		Lawrence R. Rutkowski
	Title:		Vice President and Treasurer
	CK JEANSWEAR EUROPE
S.P.A.
	By:    /s/ Lawrence R.
Rutkowski                                
	Name:		Lawrence R. Rutkowski
	Title:		Vice President and Treasurer
	CK JEANSWEAR ASIA
LIMITED
	By:    /s/ Lawrence R.
Rutkowski                                
	Name:		Lawrence R. Rutkowski
	Title:		Vice President and Treasurer
	WF OVERSEAS FASHION
C.V.
	By: Warnaco
U.S., Inc., its general partner
	By:    /s/ Stanley P.
Silverstein                                    
	Name:		Stanley P. Silverstein
	Title:		President and
Secretary
	














	    	 CONFIDENTIAL TREATMENT





SCHEDULE 1(d)



OUTLET


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	    	 CONFIDENTIAL TREATMENT




EXHIBIT RO


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