EXHIBIT
10.65

PORTIONS OF THIS EXHIBIT 10.65 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 N.V.
 CK
Jeanswear Asia Limited
 CK Jeanswear Europe S.p.A.

		
	Re: 	CKI/CKJNV – Amended and Restated Jeans
Store License d. as of 6 March 2002 ("Jeans Store
License")
 Calvin Klein, Inc.
("CKI")/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 noted above, CKI and W agree to amend the Jeans
Store License, effective upon and following the closing 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) to extend the term as follows:

		
	1. 	§5(a) shall be amended to state as
follows:


"5(a). The term of this
Agreement shall commence as of the date hereof and shall continue in
effect through the term of the CK Jeans Europe License as to the
"Territory" covered thereunder, and through
the term of the CK Jeans Asia License as to the
"Territory" covered thereunder subject to
compliance with the exploitation and Store roll-out requirements noted
in Section 1 hereof, and shall terminate automatically and forthwith as
to such "Territory" for Europe referred to in
§1(a)(i) above on termination of the Master Europe License (or
jurisdiction thereunder); and shall terminate automatically and
forthwith as to such "Territory" for Asia
referred to in §(a)(iii) and §(a)(iii) above on termination
of the Master Asia License" (or jurisdiction thereunder
)."

		
	2. 	(a)    CKI and W hereby
confirm that W is permitted, ***


		
	 	(b)    CKI and W also hereby confirm that the
***


3.       Except as set forth herein, the Jeans
Store License remains in full force and effect. Any defined terms used
herein not specifically defined herein, shall have the meanings
ascribed to them in the Jeans Store License.

4.       To
the extent that there is any discrepancy between this Agreement and the
Jeans Store License, this Agreement shall govern and control.

5.       This Agreement and the Jeans Store 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.

6.       Following the closing of the Transaction, this
Agreement and the Jeans Store License may be assigned within the
Warnaco family of companies, in accordance with the terms as agreed by
CKI and as 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.









	    	 CONFIDENTIAL TREATMENT




The parties have signed this Agreement this
31 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 N.V.
 CK Jeanswear Asia Limited
 CK Jeanswear Europe
S.p.A.





		By: /s/ Lawrence R.
Rutkowski                

 Name: Lawrence R.
Rutkowski
 Title: Vice President and Treasurer












	    	 CONFIDENTIAL TREATMENT




Schedule

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