EXHIBIT10.64

PORTIONS OF THIS EXHIBIT 10.64 MARKEDBY AN *** HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIALTREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGECOMMISSION.

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     CONFIDENTIAL TREATMENT

Deirdre Miles-GraeterCKJeanswear World — Store License8 Dec 2000/6 Sep 01/13Nov 01 /3 Dec 01 /16 Jan 026 March2002

|  | CalvinKlein |
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| CKJeanswear N.V. Olympic Palaza, 1st floor Fred. Roeskestraat123. 1076 EE Amsterdam |  | CK Jeanswear Asia LimitedTower 1, The Gateway, Suite 3596 25 Canton Rd., TST, HongKong |  | CK Jeanswear Europe S.p.a. Via ProvincialeLucchese,181/11 50019 Sest FiorentinoItaly |
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**Re: ‘‘CK/CalvinKlein Jeans Stores’’ — Europe andAsia**

Ladies and Gentlemen:

CK JeanswearN.V. (‘‘CKJNV’’) and Calvin Klein, Inc.(‘‘CKI’’) previously entered into a storelicense relating to the firm of the logo ‘‘CK/CalvinKlein Jeans’’, which was subsequently (12 Jan 99)assigned as to ‘‘Asia’’ to CK JeanswearAsia Limited (‘‘CKJ Asia’’), and which wassubsequently (2 Jan 98) sublicensed as to‘‘Europe’’ to CK Jeanswear Europe S.p.A.(‘‘CKJ Europe’’). This confirms that eachof CKJNV, CKJ Asia and CKJ Europe, each respectively‘‘Operator’’ as applicable, and CKI haveagreed as follows, effective upon execution of this amended andrestated agreement as of 1 September2001:

1. (a) CKI hereby grants to Operator alicense to use the trademark in the form of the logo‘‘CK/Calvin Klein Jeans’’(‘‘Mark’’) on and in connection with theoperation of a *** as defined in the amended and restated licenseagreement dated as of 1 January  1997 between CKI and CKJeanswear Europe S.p.A., as amended to include *** as defined on thedate hereof in the amended and restated license agreement dated as of 1January  1997 between CKI and CK Jeanswear Asia Ltd.(‘‘CK Jeans A’’) (‘‘theMaster Asia License’’), and (iii) *****,**hereinafterthe ‘‘Territory’’; for the sole purpose ofselling therein at *** (as hereinafter defined). Operator will sell*** All use by Operator of the Mark is subject to CKI’sprior approval. Operator will promptly, following execution of thisAgreement, deliver to CKI a proposed plan for any and each jurisdictionin the Territory, in which it desires or intends to open Stores, forCKI’s review, recommendations and in all instances reasonableprior approval. *** to be covered by such plans and opened in the‘‘Territory’’ defined in the Master EuropeLicense (the ‘‘Europe Territory’’) will ***Operator shall provide CKI annually, not later than *** Operator isrequired to***

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Operatoris to itself *** However, CKI shall permit Operator, and Operator will***

(b) For purposes hereof, Merchandise shall consist only of‘‘Articles’’ as respectively defined in theMaster Europe License and the Master Asia License.

(c) CKIreserves the right to ***

(d) Notwithstanding the provisions of*** Section 1(a)(ii) above, Operator shall be permitted to *** Any andall such Stores shall be considered‘‘Stores’’ for the purposes of thisAgreement, and shall be subject to the prior approval of CKI as to the*****,**and shall be subject to all the terms of this Agreementincluding but not limited to *** Operator shall not be permitted tosublicense the rights under this Section 1(d) to any unaffiliated thirdparty.

2. (a) CKI shall have the right to approvethe number and each specific location of each Store (prior to theexecution of any lease or other commitment), and to approve the design,signage, layout, fixtures and decoration of each such Store and todesignate the architect or Store planner utilized in connection withthe build-out of each such Store (as set forth below), as well as allpackaging, Store tags or labels, business 

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     CONFIDENTIAL TREATMENT

materials (including business cards),advertising and promotional materials so as to ensure that the same areof the highest quality, and are consistent with the‘‘Calvin Klein’’ image. Operator recognizesthat CKI will grant such approvals as to location and number subject toand consistent with its other programs for related retail outlets, andonly if such locations are reflected in the plan(s) approved pursuantto Section 1(a).

Operator recognizes that its public actions andstatements con affect the image of CKI, the Mark, the Merchandise andother trademarks used by CKI and/or its licensees and other designees,CKI’s other licensees and their respective products.Accordingly, (i) the use and release by Operator of any and alladvertising, promotional or publicity material (including pressreleases and other public relations media events) and (ii) any othercorporate release, data or information which Operator has reason tobelieve might become public and, if so, could affect such image, willbe prepared or conducted in consultation with and subject to the priorapproval of CKI’s Public Relations Department. After any suchapproval, Operator will not modify such approved material or activitiesin any respect, without CKI’s prior approval. CKI shall have theright to inspect each Store to ensure compliance with this Agreement.Operator shall co-operate with CKI in any such inspection, shallpromptly take steps to correct all deficiencies as noted by CKI duringor following such inspection and will bear the expense of any follow upinspection.

(b) Operatorwill:

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|  | (i)  | bear all costs incurred inconnection with development, build-out and operation of the Stores,including without limitation: (A) travel and other expenses and costsof CKI’s designated architect and/or Store planner who willdesign or approve the design of the Stores; (B) out-of-pocket expenses,travel expenses and per diem expenses of CKI personnel, includingwithout limitation design, Store planning, Store opening set-up,on-site inspections and visual display; (C) remit to CKI*** |

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|  | (ii)  | conduct and operate theStores in accordance with all applicable health, safety, occupancy, taxand other governmental laws, rules andregulations; |

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|  | (iii)  | maintain theStores in a sanitary condition and in good repair at all times, and inaccordance with the design, Store set-up (merchandising) and visualdisplay specifications, standards and guidelines of CKI, and refurbishthe Stores as may be reasonably necessary in order to keep the Storesin an up-to-datecondition; |

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|  | (iv)  | employ onlycompetent, trained and exemplary personnel (and provide for dress codesand uniforms for the same) including a General Manager for all retailoperations hereunder as well as Store managers, all subject toCKI’s ongoingapproval; |

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|  | (v)  | retain public relationspersonnel or consultants to promote the Mark and the Stores under thesupervision of and as approved by CKI and its public relationspersonnel; |

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|  | (vi)  | purchase a supply ofMerchandise for each Store which constitutes, in the reasonable opinionof CKI, a representative collection and which will satisfy consumerdemands; |

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|  | (vii)  | prepare and deliver toCKI *** |

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|  | (viii)  | not dispute orotherwise allege wrongful termination (except in the case of a bonafide dispute as to whether Operator is or was in breach), in the eventthis Agreement is terminated by CKI due to Operator’s breach ordefault; and |

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|  | (ix)  | keep confidentialall material, data and proprietary information of CKI, whichshall include but not be limited to the design and decorspecifications and prototypes utilized in connection with theStores. |

(c) Operator will expend such amounts for advertising andpromotion and public relations event (which shall be subject to theapproval of CKI) as are reasonable and appropriate in connection withOperator’s exploitation of the license granted hereby, but notless than *** during such Annual Period.

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(d) Upon reasonable prior written notice,CKI and its representatives may, no more than once each year unlessgood cause is shown, examine the books and records (and any and allunderlying data) of Operator during the term of the Agreement, and fora period of three years following termination hereof. Such books,records and data will be maintained for at least three years followingthe year to which they relate.

3. (a) Operatoracknowledges that; (i) Calvin Klein Trademark Trust(‘‘CKTT’’) CKTT is the owner, and CKI is abeneficial owner, of all right, title and interest in and to the Markand the goodwill attached or will become attached thereto (includinggoodwill arising from advertising expenditures applicable to the granthereunder); (ii) all use thereof by Operator will inure to the benefitof CKTT; and (iii) CKTT and/or CKI retains all rights to use and togrant others the right to use the Mark except as specifically grantedto Operator herein. Operator will not do or permit to be done anythingwhich will detract from the value or reputation of the Mark and do allthings which may reasonably be required by CKI in order to confirmCKI’s beneficial ownership and CKTT’s ownership of theMark.

(b) In the event Operator learns of any infringement orimitation of the Mark or use by any person of a trademark similar tothe Mark, it will immediately notify CKI. Operator will cooperate withCKI in any action taken by CKI to protect its rights and those of CKTTin and to the Mark. Operator will take no such action itself withoutprior written approval of CKI.

4. Operator willindemnify and save CKTT, CKI and Calvin Klein harmless from any and allclaims that may arise or be asserted against either of them fromOperator’s use of the Mark, Operator’s sale of theMerchandise or Operator’s establishment, ownership or operationof the Store, and all costs and expenses, including reasonable counselfees, incurred in connection with defense of the same. Operator willprocure and maintain insurance as reasonably required by CKI in orderto insure the property and contents of the Store and its operations,and from liability claims as referred toherein.

5. (a) The term of this Agreement shallcommence of the date hereof and shall continue in effect through thecurrent initial term (through 31 December  2005), and renewalterm(s) if any of the Master Europe License as to the‘‘Territory’’ referred to in Section1(a)(i), subject to compliance with the exploitation and Store roll-outrequirements noted in Section 1 hereof, and shall terminateautomatically and forthwith as to such‘‘Territory’’ or termination of the MasterEurope License above and the current initial term, and renewal term(s)if any of the Master Asia license as to the‘‘Territory’’ referred to in Section(a)(ii) and (iii) above, and shall terminate automatically andforthwith as to such ‘‘Territory’’ ontermination of the Master Asia License.

(b) Except as set forthotherwise in this section, in the event of any *** If Operator files abankruptcy petition, is adjudicated a bankrupt or becomes involved in abankruptcy or insolvency proceeding, this Agreement will terminateautomatically and forthwith. ***

(c) Upon termination of thisAgreement, Operator will immediately discontinue use of the Mark inconnection with the Stores, will alter the interior and exterior of theStores so as to distinguish them from their former appearance and willdispose of any inventory of Merchandise, on a non-exclusive basis, onlyin the ordinary course of business, or otherwise as specificallydirected by CKI, for a period not to exceed 90 days following the dateof such termination. No such disposal may occur unless Operatorprovides CKI with a detailed schedule of its inventory, certified byits chief financial officer in form and content satisfactory to CKI,within 30 days following termination of this Agreement. Notwithstandingthe foregoing, CKI has the option, exercisable by written notice senteither prior to or not later than 30 days following the date oftermination, to have any Store, and Operator’s entire interesttherein, assigned to it, (A) if such termination is due to breach byOperator at the lower of (i) the net depreciated cost to Operator and(ii) the then current market value of such Store, including the leasethereof and the improvements therein, or (B) if for other reasons (orupon expiration), at the then current market value of such Store,including the lease and the improvementstherein.

6. Each party to this Agreement is anindependent contractor and nothing herein contained and no actionarising from or relating to this Agreement shall be construed toconstitute the parties as joint venturers or either as agent of theother.

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     CONFIDENTIAL TREATMENT

7. No waiver, express orimplied, of any provision of this Agreement, or of any breach ordefault hereof, shall constitute a continuing waiver hereof except asexpressly provided in a writing signed by the waivingparty.

8. (a) Neither this Agreement or any rightsgranted hereunder may be assigned or otherwise transferred by Operator,except as agreed on by CKI. Any sublicense agreement shall be in theform attached hereto with only such modifications as CKI may approve inadvance; and the selection (identity) of any sublicensee shall also besubject to CKI’s prior approval. *** The existing provisions ofthe existing sublicenses which may conflict with the preceding sentenceare excepted.

**(** b) If Corrado and Marcello Fratinicease to have the power directly or indirectly to elect or cause theelection of at least a majority of Operator’s directors anddirect the management and operations of Operator, CKI may immediatelyterminate this Agreement by written notice. Operator will provide CKIwith at least 20 days’ prior notice of any event or transactionthat would activate the right of termination provided in the precedingsentence. Except as provided above, this Agreement shall inure to thebenefit of and shall be binding upon the parties and their respectivesuccessors and assigns.

9. This Agreement shall beconsidered as having been entered into in the State of New York andshall be construed and interpreted in accordance with the laws of thatstate applicable to agreements made and to be performed therein.However, disputes regarding the Mark shall be resolved in accordancewith the Federal trademark laws and related laws, statutes, rules andregulations of the United States unless there are no Federal laws,statutes, rules or regulations dispositive of such a dispute, in whichcase such dispute shall be resolved in accordance with the laws of theState of New York. Operator represents and warrants that it is notentitled to immunity from judicial proceedings commenced in the Stateof New York, U.S.A. (whether relating to state laws or federal laws)and expressly agrees that, should any judicial proceedings be brought,it will not claim any immunity from such proceedings and that theyshall be brought In New York, New York and shall be conducted inEnglish. Operator irrevocably submits to the jurisdiction of the courtsof the State of New York and/or the federal courts located therein andwaives the right to contest such jurisdiction and to the laying ofvenue in such courts. Operator is completing forms relating to theappointment of the Corporation Services Company to act as its agent forservice relating to any dispute or adjudication hereunder,simultaneously with the execution of this Agreement and will maintainsuch appointment throughout the term of this Agreement (includingextensions, renewals and the non-exclusive inventory disposal periodreferred to herein).

If the foregoing fully and accuratelysets forth our understanding with regard to the subject matter hereof,please so signify by signing below where indicated.

|  | Verytruly yours, |
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|  | CALVIN KLEIN,INC. |
|--|-------------------|

|  | By:/s/Illegible   |
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Agreed to:

CKJEANSWEAR N.V.

By: /s/Illegible  

CK JEANSWEAR ASIALIMITED

By: /s/Illegible  

CK JEANSWEAR EUROPES.P.A.

By: /s/Illegible  

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     CONFIDENTIAL TREATMENT

SCHEDULE1(d)OUTLET

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