Exhibit 10.4





Exhibit 10.4




PORTIONS OF THIS EXHIBIT 10.4 MARKED BY AN *** HAVE BEEN OMITTED PURSUANT

TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE

SECURITIES AND EXCHANGE COMMISSION



 


 









 








CONFIDENTIAL TREATMENT REQUESTED BY THE WARNACO GROUP, INC.




W

Bridge Accessories WS (+India)

29 June 2011/ 7 July 2011




July 8, 2011




Warnaco Italy S.r.l. as successor to CK Jeanswear Europe S.p.A. (“CKJE”)

WF Overseas Fashion C.V. (“WFOF”)

(the “CKJ Group Entities”, and together with their respective affiliates and successors within

the Warnaco family of companies, hereinafter all collectively the “CKJ Entities” or “W” or “Warnaco”)




	 	 	 
	Re:

	 	Calvin Klein, Inc. (“CKI”) and CKJE/WFOF “CK/Calvin Klein” Bridge Accessories
License d. 31 Jan 06 as amended (“Bridge Accessories License”)






Ladies and Gentlemen:



The CKJ Entities have requested and CKI hereby agrees, effective July 8, 2011 (the “Effective
Date”), to add India to the “Territory” covered under the Bridge Accessories License, as follows:




	A.	 	The parties contemplate that W will be entering into and forming, together with Murjani
India, Ltd. (“Murjani”) a joint venture arrangement for the sale of products and conduct of
business in India (the “India Joint Venture”).







	B.	 	CKI hereby confirms that it has provided its consent to the grant of rights by W hereunder to
the India Joint Venture, provided they are consistent with the terms and conditions of this
Amendment (and, as applicable, the Bridge Accessories License).







	C.	 	The parties confirm, acknowledge and agree that W and the India Joint Venture may enter into
additional written agreements to give full effect to the grant of rights by W to the India
Joint Venture, as contemplated herein (the “Additional Agreements”). The Additional Agreements
shall be prepared in accordance with the terms, conditions and obligations of W under the
Bridge Accessories License, as amended hereby.







	D.	 	CKI and W hereby confirm and agree that the following amendments shall be made to the Bridge
Accessories License to add India to the Territory thereunder and to set forth the obligations
of W (and W’s delegation of such rights and obligations to the India Joint Venture, provided W
guarantees performance of all such obligations by said India Joint Venture) with respect to
India.







	 	1.	 	The “Territory” as defined under the Bridge Accessories License shall, from and after
the Effective Date include India as a separate region.







	 	2.	 	The “Percentage Fees” solely with respect to the India region under the Bridge
Accessories License shall be as follows:







	 	a.	 	***

	 
	 	b.	 	***







	 	3.	 	The current Section 4.1.3 of the Bridge Accessories License is hereby restated (and
amended) as set forth on Schedule A, annexed hereto and made a part hereof.







	 	4.	 	The “Minimum Guaranteed Fees” (“MGF”) solely with respect to the India region under
the Bridge Accessories License shall be as follows:






	 	 	 
	Year	 	MGF US$
	 	 	 
	***
	 	***
	***
	 	***
	***
	 	***
	***
	 	***
	***
	 	***
	***
	 	***
	***
	 	***
	***
	 	***
	***
	 	***
	***
	 	***
	 
	 	***





 


 









 





CONFIDENTIAL TREATMENT REQUESTED BY THE WARNACO GROUP, INC.





	5.	 	The “Minimum Advertising Expenditures” (“MAE”) solely with respect to the India region under
the Bridge Accessories License shall be ***.







	 	a.	 	***

	 
	 	b.	 	***







	6.	 	Commencing in 2019, the “Minimum Net Sales Thresholds” (“MNST”) solely with respect to the
India region under Bridge Accessories License shall be as follows:







	 	a.	 	***

	 
	 	b.	 	***







	7.	 	MGF’s and MAE’s shall separately apply and be separately credited towards
earned Percentage Fees and earned advertising expenditure as to the sales in India only, not
aggregated with those for other jurisdictions or regions under the Bridge Accessories License.

	 
	8.	 	Section 4.1.4 of the Bridge Accessories License *** is hereby deleted.







	9.	 	This amendment to the Bridge Accessories 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.







	10.	 	Except as set forth herein, the Bridge Accessories License remains in full force and effect
as set forth therein. Defined terms, unless otherwise provided herein, shall have the meaning
assigned to each of them in the Bridge Accessories License. Except as otherwise indicated
herein, all terms and conditions of the Bridge Accessories License shall continue to apply.
This amendment may not be amended or modified, or terminated except in writing signed by all
parties hereto and exchanged amongst them.






The parties have executed this amendment as of the date first written above.



[Signature Page Follows]



 


 









 







CONFIDENTIAL TREATMENT REQUESTED BY THE WARNACO GROUP, INC.




	 	 	 	 	 	 	 
	 	 	Calvin Klein, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Pamela Bradford
 

	 	 
	 
	 	 	 	 	 	 
	 	 	Warnaco Italy S.r.l.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stanley Silverstein
 

	 	 
	 
	 	 	 	 	 	 
	 	 	WFOF Overseas Fashion C.V.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Marissa Pagnani
 

	 	 
	 
	 	 	 	 	 	 
	 	 	Acknowledged by:	 	 
	 	 	[India Joint Venture]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Stanley Silverstein
 

	 	 





 


 









 





CONFIDENTIAL TREATMENT REQUESTED BY THE WARNACO GROUP, INC.




Schedule A




Section 4.1.3:




“Minimum Guaranteed Fees. In respect of each Annual Period or portion thereof during the
License Period, the Licensee shall pay to CKI ***.



	 	 	 
	Annual	 	Minimum Guaranteed Fee (MGF)
	Period/Year	 	(Euros)
	 	 	 
	***
	 	***
	***
	 	***
	***
	 	***
	***
	 	***
	***
	 	***
	***
	 	***
	***
	 	***
	***
	 	***
	***
	 	***
	***
	 	***
	***
	 	***
	***
	 	***
	 
	 	***