Exhibit 10.3





Exhibit 10.3




PORTIONS OF THIS EXHIBIT 10.3 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 (Stores) (+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 WFOF “CK/Calvin Klein” Bridge Accessories only Store
License (Europe), for the sale therein of Bridge Accessories Articles only d. 31 January
2008 (“Bridge Accessories Store License”)
	 
	 	 
	 

	 	CKI and CKJE/WFOF “CK/Calvin Klein” Bridge Accessories License d. 31 Jan 06 as
amended, including such amendment adding India to the Territory (the “India Bridge
Accessories Amendment”), (the “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 Store License, as
follows:




	A.	 	Simultaneously herewith, W and CKI are entering into an amendment to the Bridge Accessories
License (as defined and described therein), pursuant to which, among other things, India is
added to the Territory thereunder; and the parties acknowledge the formation between W and
Murjani of the India Joint Venture (all as defined and described therein) and the grant of
rights by W to the India Joint Venture, as specified therein (the “India Bridge Accessories
Amendment”).







	B.	 	In addition to the India Bridge Accessories Amendment, the parties hereby also agree to amend
the Bridge Accessories Store License to add India as a separate region to the Territory, and
otherwise as specifically provided herein.







	C.	 	The following shall constitute amendments to the Bridge Accessories Store License to coincide
with and give full effect to the India Bridge Accessories Amendment.







	 	1.	 	There shall be a separate “Roll-Out Schedule” for India for CK/Calvin Klein Bridge
accessories only Stores to be provided to CKI ***. Anticipated cities in which full price
CK/Calvin Klein Bridge accessories only Stores are to be opened are: ***. Locations in
India in which full price Stores are to be opened and maintained are: *** (“Key Cities”).







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







	 	3.	 	The Advertising obligations solely with respect to the India region under the Bridge
Accessories Store License shall be ***.







	 	4.	 	“Exclusive Merchandise” and “Merchandise” shall be as defined in the Bridge
Accessories Store License.







	 	5.	 	This amendment to the Bridge Accessories 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.




 


 









 










CONFIDENTIAL TREATMENT REQUESTED BY THE WARNACO GROUP, INC.





	 	6.	 	Except as set forth herein, the Bridge Accessories Store 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 Store License.
Except as otherwise indicated herein, all terms and conditions of the Bridge Accessories
Store 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 RO




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