EXHIBIT
10.67


PORTIONS OF THIS EXHIBIT 10.67
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 Europe, S.p.A.
(‘‘CKJE’’)

		
	Re: 	Calvin
Klein, Inc. (‘‘CKI’’) and CK Jeanswear
Europe, S.p.A. (‘‘CKJE’’) Jeans License
Agreement (May 95, Amended and Restated d. as of 1 January  1997
(‘‘CK Jeans Europe
License’’)


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 (the ‘‘Effective
Date’’), it is agreed by CKI and W that the captioned
license shall be and is hereby amended (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) to (i) extend
the ‘‘term’’, and (ii) provide for
‘‘shortfall’’ payments as to royalties and
advertising commitment payments in the event that there is a failure to
meet minimum net sales levels or
‘‘thresholds,’’ 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 fifty (50) years and eight (8) months commencing as of 1
May  1995 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 1
January 2006 and each twelve (12) month period commencing on each of 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 as
follows:

‘‘2.2 The
’’Minimum Net Sales Threshold’’ for ***,
shall be respectively, the product
of:

(i)    the greater
of

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


			
		(y) 	***


(ii)    a
fraction, the numerator of which is
***


In the event that Licensee ***
under § 18.1 or of the ‘‘best
efforts’’ requirements of § 1.5 for such Annual
Period and *** as contemplated under §18.1 or related to
§1.5 ***


provided however, that
Licensor has and will ***

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
Fee1
for each Annual Period as
follows:


***


	


		
		1    ***










	    	 CONFIDENTIAL TREATMENT




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


The Minimum Guaranteed Fees for each of 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 ***


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 through the 50th Annual Periods will be
the ***


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

‘‘In the event of any CKI-permitted
change-of-control Transfer from the original shareholders, 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. 	Effective for the 2006
Annual Period et seq., ***


		
	6. 	Except as set
forth herein, the CK Jeans Europe License shall remain in full force
and effect, including that the ‘‘Design
Credit’’ and the ‘‘Advertising
Credit’’ shall remain in effect as provided in the CK
Jeans Europe License. Notwithstanding anything to the contrary in the
CK Jeans Europe License or any amendment thereto, including the
Amendment dated 29 April  2002, the Design Credit shall be
available to reduce, and may be applied to, the amount of Percentage
Fees and Minimum Guaranteed Fees, as applicable. 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 Europe
License.


		
	7. 	To the extent that there is any
discrepancy between this Letter Agreement and the CK Jeans Europe
License, this Letter Agreement shall govern and
control.


		
	8. 	This Letter Agreement and the CK Jeans
Europe 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.


		
	9. 	Following the closing of the
Transaction, this Letter Agreement and the CK Jeans Europe License 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 Letter Agreement on behalf and for
the exclusive risk and benefit of WF Overseas Fashion
C.V.









	    	 CONFIDENTIAL TREATMENT




The parties have executed this
Letter Agreement effective upon the conclusion of the Transaction 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 Europe
S.p.A.
	By: /s/
Lawrence R. Rutkowski                    
	Name:		Lawrence R. Rutkowski
	Title:		Vice President and
Treasurer