EXHIBIT
10.63


PORTIONS OF THIS EXHIBIT 10.63 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

WF Overseas Fashion C.V.
(‘‘W’’)
CK Jeanswear Asia Limited
(‘‘CKJA’’)
CK Jeanswear Australia, Ltd.
(‘‘CKJAus’’)
CK Jeanswear New Zealand,
Ltd. (‘‘CKJNZ’’)
CK Jeanswear Korea,
Ltd. (‘‘CKJK’’)
CK Jeanswear Shanghai,
Ltd. (‘‘CKJS’’)
CK Jeanswear Europe
S.p.A. (‘‘CKJE’’)
(‘‘CKJA
Group Entities’’)
CK Jeanswear N.V. (as
‘‘guarantor’’)
(‘‘CKJNV’’)
(‘‘CKJ
Entities’’)

		
	Re: 	Calvin Klein Inc.
(‘‘CKI’’)/CKJA — Jeans License
Agreement (May 1996, Amended and Restated d. as of 1 January
1997) (‘‘CK Jeans Asia License’’),
including as to assigned portions to CKJAus (Australia), CKJNZ (New
Zealand), CKJ Korea (S. Korea), CKJ Shanghai (PRC China) and CKJ Europe
(Japan), sometimes ‘‘Assigned
Licenses’’


CKI and W Heads of Agreement d.
29 September  2005 (‘‘Heads of
Agreement’’)

Ladies and
Gentlemen:

Pursuant to the Heads of Agreement, the parties
contemplated that W would acquire the CALVIN KLEIN businesses (and/or
the rights to assets thereto) in whatever structure, form and format as
such transaction occurs) of Fingen S.p.A., Fingen Apparel, N.V. (and,
as applicable, their parents, subsidiaries and affiliates responsible
for the operation of the CALVIN KLEIN businesses) (the
‘‘Transaction’’).

As
contemplated in the Heads of Agreement, effective upon the conclusion
of the Transaction (to be 17 January  2006, or such later date as
mutually agreed between the parties to the Transaction, but not later
than 31 December  2006) (the ‘‘Effective
Date’’), it is agreed by CKI and W that the captioned
license and ‘‘Assigned Licenses’’ shall be
and hereby is amended as to the ‘‘term’’
and CKI’s rights in the event of a failure to reach certain
minimum net levels, all as follows:

1. § 2.1
shall be amended as
follows:

‘‘2.1 Subject to
the terms and conditions of § 2.2, the term of this Agreement
will be forty nine (49) years and eight (8) months commencing as of 1
May  1996 and ending forty (40) years after the closing of the
Transaction on 31 December of the applicable year but not later than 31
December  2046, unless sooner terminated in accordance with the
provisions hereof. The twelve (12) month-period commencing 1
January  2006 and each twelve (12) month period commencing on
each 1 January thereafter during the term of this Agreement, shall each
constitute and hereinafter shall be referred to as an ‘Annual
Period.’’’

2. § 2.2
shall be amended to state as
follows:

‘‘(a) shall for
the ***


(b) The following are the
‘‘Minimum Net Sales Thresholds’’ which
Licensee shall be required to attain in each of the following
jurisdictions ***










	    	 CONFIDENTIAL TREATMENT




As to retail Net Sales under this
Agreement, which occur
***






																																											
	Jurisdiction		 		New
MNST’s (US $
millions)		 		 		 		 		 		 
	Base
Contract

Original
MNST’s
 (US
$,
millions)		2006		2007		2008		2009		2010		2011
et

seq.*		 		 		 
	***		 	 	 		 		*** 		 		*** 		 		*** 		 		*** 		 		*** 		 		*** 		 	 	 		 	 	 		 	 	 
	***		***		 		*** 		 		*** 		 		*** 		 		*** 		 		*** 		 		*** 		 	 	 		 	 	 		 	 	 
	***		***		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	***		***		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	***		***		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	***		***		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	***		***		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	***		***		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	***		***		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	***		***		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	***		***		 		*** 		 		*** 		 		*** 		 		*** 		 		*** 		 		*** 		 	 	 		 	 	 		 	 	 
	***		 		 		*** 		 		*** 		 		*** 		 		*** 		 		*** 		 		*** 		 	 	 		 	 	 		 	 	 
	 		***		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	***		***		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	






		
		*
***


(c) For purposes of computing the
‘‘Minimum Net Sales Threshold’’ pursuant to
***

(d) shall, for the
***.

(e) If Licensee fails to meet
the aggregate MNST’s as referenced in § 2.2 (b) for any
Annual Period, the provision relating to the overall aggregate
MNST’s under § 2.2 (a) shall
***


(f) In the event that Licensee
fails to attain the Minimum Net Sales Threshold (‘MNST’)
set forth below for any Annual Period commencing in
***



Minimum Net Sales
Thresholds


For each Annual Period commencing 2006,
2016, 2026, 2036, respectively, during each ten (10) year
period, the product of:

(i) the
greater of

			
		(x) 	the Minimum Net Sales Threshold
for the ***
and


			
		(y) 	***


		
	3. 	For Annual
Periods commencing 1 January  2006, § 9.1 shall read as
follows:


‘‘9.1 In
consideration of the license granted and the services to be performed
by Licensor hereunder, Licensee will pay to Licensor a Minimum
Guaranteed Fee for each Annual Period as
follows:

		
		***


The Minimum
Guaranteed Fee for the 16th through the 20th
Annual Periods will be the ***


The Minimum
Guaranteed Fees for the 21st through the 25th Annual Periods will be
the ***


The Minimum Guaranteed Fee for the
26th through the 30th Annual Periods will be
the ***


The Minimum Guaranteed Fee for the
31st through the 35th Annual Periods will be
the ***










	    	 CONFIDENTIAL TREATMENT




The Minimum Guaranteed Fee for the
36th through the 40th Annual Periods will be
the ***


The Minimum Guaranteed Fee for the
41st through the 45th Annual Periods will be the
***


The Minimum Guaranteed Fee for the
46th Annual Period through the 50th Annual
Periods will be the ***


The parties acknowledge
and agree that the total MGF in each Annual Period include
***

4. § 23 (b) shall be amended to add the
following at the
end:

‘‘Notwithstanding anything
herein contained, a change of control Transfer shall be permitted if in
accordance with all of the applicable provisions of the CKI/CF Group
Irrevocable Consent d. 29 September  2005. In the event of any
such CKI-permitted change-of-control Transfer, the provisions hereof
shall apply to any ‘successor in interest’ permitted
Transferee (except that Notice shall apply to any transfer of more than
35% of the Transferee). Except as otherwise provided herein,
this Agreement shall inure to the benefit of and shall be binding upon
the parties and permitted successors and
assigns.’’

		
	5. 	Except as set forth
herein, the CK Jeans Asia License (and Assigned Licenses as applicable)
shall remain in full force and effect. For the avoidance of doubt, the
parties acknowledge that no further
‘‘Override’’ payments are due and owing.
Any defined terms used herein not specifically defined herein shall
have the meanings ascribed to them in the CK Jeans Asia
License.


		
	6. 	To the extent that there is any
discrepancy between this Amendment and Agreement and the CK Jeans Asia
License, this Amendment and Agreement shall govern and
control.


		
	7. 	This Amendment and Agreement and the CK
Jeans Asia License 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.


		
	8. 	Following the
closing of the Transaction, this Amendment and Agreement, the CK Jeans
Asia License and the Assigned Licenses 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 Amendment and Agreement on behalf
and for the exclusive risk and benefit of WF Overseas Fashion
C.V.









	    	 CONFIDENTIAL TREATMENT




The parties have executed this
Amendment and Agreement effective upon W’s acquisition of the
CKJ Entities this 31st day of January
2006.





	
							
	Calvin
Klein, Inc.
	By:
/s/ Tom
Murry                                        
	Name:		Tom
Murry
	Title:		President and
COO
	 		 
	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
	
CK Jeanswear Asia Limited
CK Jeanswear Australia, Ltd.
CK
Jeanswear New Zealand, Ltd.
CK Jeanswear Korea, Ltd.
CK
Jeanswear Shanghai, Ltd.
CK Jeanswear Europe S.p.A.
CK
Jeanswear N.V.
	By:
/s/ Lawrence R.
Rutkowski                    
	Name:		Lawrence R. Rutkowski
	Title:		Vice President and
Treasurer