EX-10.91





Exhibit 10.91




PORTIONS OF THIS EXHIBIT 10.91 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

CKI/CKJE et al

Bridge Apparel — C&SA

18 Jan 11/26 Apr 11/2 Jun 11/9 Jun 11/16 Jun 11/12 Aug 11/12 Sep 11/24 Oct 11/26 Oct 11

D#8




31 October 2011




Warnaco Italy S.r.l. f/k/a

CK Jeanswear Europe S.r.l. (“CKJE”)

Via Provinciale Lucchese, 181/11

Sesto Fiorentino, Florence

Italy 50019




WF Overseas Fashion C.V. (“WFOF”)

501 Seventh Avenue

New York, New York 10018

United States





			
	      Re:	 	Calvin Klein Inc. (“CKI” or “Licensor”) and CKJE, and WFOF “CK/Calvin Klein
Bridge Apparel License” d. 31 Jan 06 as amended (“Bridge Apparel License”)






Ladies and Gentlemen:



CKI on the one hand and CKJE and WFOF (for themselves and their 100% owned affiliates), on the
other hand (hereinafter collectively as “Licensee”), are parties to a license as captioned above,
for the production and wholesale sale of CK/Calvin Klein bridge apparel articles.



The parties agree, effective as of the date set forth above upon full execution hereof, to amend
the Bridge Apparel License, to expand the Territory to include certain Central and South American
countries as set forth below as an additional region (“C&S America” or “C&SA Region”), under
certain conditions as set forth herein (“Amendment”) and otherwise as set forth in such Bridge
Apparel License.



1. As to the C&SA Region, Licensed Products shall include those from each seasonal Collection under
the Bridge Apparel License together with those bridge apparel localized Products referenced in §10
below, as approved by CKI.


 


 









 





CONFIDENTIAL TREATMENT REQUESTED BY THE WARNACO GROUP, INC.




2. The specific countries listed below in C&S America shall, subject to terms of this Amendment, be
added to the Territory.



	 	 	 
	Central America	 	South America
	Belize
	 	Argentina
	British West Indies
	 	Bolivia
	Leeward Islands
	 	Brazil
	Anguilla, Barbudo, St. Kitts
	 	Chile
	(St. Christopher), Nevis
	 	Colombia
	Windward Islands
	 	Ecuador
	Grenada, St. Vincent, St. Lucia
	 	French Guyana
	Costa Rica
	 	Guyana
	Greater Antilles
	 	Paraguay
	Haiti
	 	Peru
	Dominican Republic
	 	Suriname
	Grand Cayman Island
	 	Uruguay
	Little Cayman Island
	 	Venezuela
	Jamaica
	 	 
	Guatemala
	 	 
	El Salvador
	 	 
	Honduras
	 	 
	Nicaragua
	 	 
	Panama
	 	 
	Tortola
	 	 
	Virgin Gorda
	 	 
	(but specifically excluding
	 	 
	Cuba)
	 	 






3. Licensee shall maintain a showroom in Sao Paulo, Brazil for the purpose of displaying, promoting
and selling to accounts in C&S America the following products: Licensed Products, as well as the
“CK/Calvin Klein” bridge accessories articles under the “CK/Calvin Klein” bridge accessories
license, dated 31 January 2006, as amended, and, as applicable, the “Calvin Klein Jeans” jeans
apparel articles under the jeans apparel license for North, Central, and South America, dated 8
August 1994, as amended, and the “Calvin Klein Jeans” jeans accessories articles under the jeans
accessories license, dated 31 January 2006, as amended.



4. The Minimum Net Sales Thresholds (“MNST’s”) for the C&SA Region (which are separate and apart
from the other MNST’s under the Bridge Apparel License) for each Annual Period are as indicated
below:




	 	 	 	 	 	 	 	 	 
	Annual Period	 	Year	 	 	Minimum Net Sales Thresholds*	 
	***
	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	**
	***
	 	 	***	 	 	 	***	**
	***
	 	 	***	 	 	 	***	**







	 	 	 
	*	 	***

	 
	**	 	***




 


 









 




CONFIDENTIAL TREATMENT REQUESTED BY THE WARNACO GROUP, INC.




If Licensee fails to attain the MNST’s of Licensed Products in the C&SA Region during any Annual
Period, as set forth above (except as specifically indicated in the immediately following
paragraph), such failure shall not be considered a breach or default nor give rise to the right to
terminate under §8.3 (I) or the best efforts provision of §1.5.1 for such Annual Period, if within
thirty (30) days following the close of the applicable Annual Period in which Licensee has failed
to meet such MNST amounts, Licensee shall remit additional “shortfall” Percentage Fees computed at
the regular Percentage Fee rate, and short fall Advertising Expenditure amounts, computed at the
regular percentage rate, based on the difference in the actual Net Sales during such Annual Period
(determined on the quarterly basis and year to date basis as to Percentage Fees on sales) and such
MNST amount without regard to Minimum Guaranteed Fees and Minimum Advertising Expenditures paid or
payable as to such Annual Period (or reduced Percentage Fee rates for certain close-outs goods as
applicable), for the C&SA Region. Licensor shall have no right to terminate this Agreement for the
C&SA Region pursuant to §8.3 (I) or pursuant to §1.5.1 solely as a result of failure to attain the
MNST’s if Licensee timely remits the shortfall payments described herein.



Notwithstanding the foregoing, if Licensee has failed to achieve the MNST’s set forth above for the
C&SA Region in the *** consecutive Annual Periods of the then current *** year period under the
Bridge Apparel License (i.e., ***, ***, *** consecutive Annual Periods), or the MNST’s for the ***
consecutive Annual Periods (or the ***, *** consecutive Annual Periods) of the then current ***
year period, CKI may, on twelve (12) months prior written notice in either instance, terminate this
Agreement for the C & SA Region. Expiration or termination of the C & SA Region, or of the Bridge
Apparel License, shall not affect any obligation of the Licensee to make payments hereunder
accruing prior to such expiration or termination.



Net Sales in the C&SA Region will not be applied towards satisfaction of the other MNST’s under
§2.1 of the Bridge Apparel License.



5. The Percentage Fee rate applicable to all Net Sales for the C&SA Region shall be at the
rate of ***.



Percentage Fees and advertising and other expenditure and/or remittable amounts such as for co-op
and public relations will be accounted for separately but payable or expendable and/or remittable
at the rate of ***.


 


 









 





CONFIDENTIAL TREATMENT REQUESTED BY THE WARNACO GROUP, INC.





§4.1.4 of the Bridge Apparel License, ***, is hereby deleted in its entirety.



6. All caps, limits and percentage limits under the Bridge Apparel License applicable to discounts,
deductions, reduced Percentage Fee rates (i.e. for OP sales of Close-out Articles) shall be
separately applied to Net Sales in the C&SA Region from the rest of the Territory.



7. The MGF’s in the C&SA Region for each Annual Period shall be as indicated below (and payable as
set forth in §4.1.3 under the Bridge Apparel License), and may be credited towards earned
Percentage Fees on Net Sales in the C&SA Region only.



	 	 	 	 	 	 	 	 	 
	Annual Period	 	Year	 	 	Minimum Guaranteed Fee (MGF) (US$)	 
	***
	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	**
	***
	 	 	***	 	 	 	***	**
	***
	 	 	***	 	 	 	***	**
	***
	 	 	***	 	 	 	***	**
	***
	 	 	***	 	 	 	***	**
	***
	 	 	***	 	 	 	***	**





	 	 	 
	**	 	***





8. The MAE for each Annual Period, for the C&SA Region shall be as provided below as to the minimum
dollar amounts and otherwise as provided under §5.1.2, and may be credited towards earned
advertising amounts on Net Sales in the C&SA Region only.



	 	 	 	 	 	 	 	 	 
	Annual Period	 	Year	 	 	Minimum Advertising Expenditure	 
	***
	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 
	***
	 	 	***	 	 	 	***	 





 


 









 




CONFIDENTIAL TREATMENT REQUESTED BY THE WARNACO GROUP, INC.




9. The various amounts payable, expendable or reimbursable to CKI by Licensee (e.g. §6.8, §7.5.2)
as to any and all other expenditures and out-of-pocket reimbursement and travel and
related (e.g. room and board) costs and expenses, and maximum and/or annual amounts referenced or
contemplated thereunder shall apply separately and in addition to those “limits”
referred to therein (as applicable to such provisions, which relate to seasonal Collections of
Licensed Products and also to anti-counterfeiting and similar matters), for the C & SA Region (e.g.
§6.8, US$25,000 maximum amount referenced shall apply separately up to US$25,000 as to the
C & SA Region).



10. The parties agree to reasonably co-operate with each other in connection with requests by
Licensee or recommendations of CKI for additions of localized Products in accordance with the usual
development, production, and various review and approval procedures related to the seasonal
collections of Licensed Products. Licensee acknowledges that CKI will incur additional costs and
expenses (including, without limitation, additional travel costs and expenses) in connection with
the development, review and approval of any such localized Products, and Licensee agrees to pay (or
reimburse) CKI such additional costs and expenses in accordance with the Bridge Apparel License.
The provisions of §5.4 of the Bridge Apparel License relating to samples shall separately and
additionally apply as to C&S America and seasonal Collections of Licensed Products and Promo
Articles.



11. In addition to any and all other termination provisions under the Bridge Apparel License, this
Amendment and the C&SA Region as part of the Territory shall terminate automatically and forthwith
on the earliest to terminate of:




	 	(i)	 	Central & South America collectively (or either Central
America or South America separately) under the Jeans Apparel License, covering
North, Central, and South America, dated 8 August 1994, as amended (“Jeans
Apparel License”)

	 
	 	(ii)	 	the Jeans Apparel License,

	 
	 	(iii)	 	the Bridge Accessories License, dated as of 31 January 2006 as
amended.






12. Except as modified hereby, the Bridge Apparel License, shall remain in full force and effect.
Capitalized terms used herein and not otherwise defined herein, shall have the same meaning as set
forth in the Bridge Apparel License. This Amendment may not be modified or terminated except by
written amendment signed and delivered by the parties.



	 	 	 	 	 
	 	Very truly yours,



Calvin Klein, Inc.

 	 
	 	By:  	/s/ Tom Murry
 	 




Acknowledged and Agreed to:



Warnaco Italy S.r.l.



	 	 	 	 	 
	By:

	 	/s/ Stanley Silverstein
 

	 	 





 


 









 




CONFIDENTIAL TREATMENT REQUESTED BY THE WARNACO GROUP, INC.




WF Overseas Fashions C.V.

By: Warnaco U.S., Inc., its general partner



	 	 	 	 	 
	By:

	 	/s/ Stanley Silverstein