Exhibit 10.8







	 	 	 	 	 



Exhibit 10.8




PORTIONS OF THIS EXHIBIT 10.8 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.




DMG — W

Jeans Accessories Retail (+India)

23 June 2011/July 6, 2011/ July 7, 2011




July 8, 2011




Warnaco Asia Limited as successor to CK Jeanswear Asia Limited
(“CKJA”) 
CK Jeanswear Australia, Ltd. (“CKJ Aus”) 
CK Jeanswear New
Zealand, Ltd. (“CKJNZ”) 
CK Jeanswear Korea, Ltd. (“CKJK”) 
CK
Jeanswear Shanghai, Ltd. (“CKJS”) 
WF Overseas Fashion C.V. (“WFOF”)



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



Warnaco B.V. as successor to CKJ Jeanswear N.V. (as “guarantor”) (“CKJNV” together with the
CKJA Group Entities and 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, CKJA and WFOF “Calvin Klein Jeans” Jeans
Accessories only Store License, for the sale therein of Jeans Accessories Articles only d.
31 Jan 08 (the “Jeans Accessories Store License”),







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





	A.	 	Simultaneously herewith, W and CKI are entering into an amendment to the Jeans 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 Jeans Accessories Amendment”).

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

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







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







	 	2.	 	There shall be a separate “Roll-Out Schedule” for India for Calvin Klein Jeans jeans
accessories only Stores to be provided to CKI ***. Anticipated cities in which full price
Calvin Klein Jeans jeans 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”).







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







	 	a.	 	***







	 	b.	 	***




 


 









 











CONFIDENTIAL TREATMENT REQUESTED BY THE WARNACO GROUP, INC.





	 	4.	 	The Advertising obligations solely with respect to the India region under the Jeans
Accessories Store License shall be as follows:







	 	a.	 	***







	 	b.	 	***







	 	5.	 	“Exclusive Merchandise” and “Merchandise” shall be as defined in the Jeans Accessories Store
License.







	 	6.	 	This amendment to the Jeans 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.







	 	7.	 	Except as set forth herein, the Jeans 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 Jeans Accessories Store License. Except as otherwise
indicated herein, all terms and conditions of the Jeans 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 Asia Limited

 	 
	 	By:  	/s/ Stanley Silverstein
 	 
	 	 	 	 
	 	 	 	 
	 
	 	CK Jeanswear Australia, Ltd. 	 
	 
	 	CK Jeanswear New Zealand, Ltd. 	 
	 
	 	CK Jeanswear Korea, Ltd. 	 
	 
	 	CK Jeanswear Shanghai, Ltd. 	 
	 
	 	By:  	/s/ Stanley Silverstein
 	 
	 
	 	WFOF Overseas Fashion C.V.

 	 
	 	By:  	/s/ Marissa Pagnani
 	 
	 
	 	Warnaco B.V.

 	 
	 	By:  	/s/ Amy Greenfield
 	 
	 
	 	Acknowledged by:

[India Joint
Venture]

 	 
	 	By:  	/s/ Stanley Silverstein
 	 


 


 









 







CONFIDENTIAL TREATMENT REQUESTED BY THE WARNACO GROUP, INC.




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