EXHIBIT10.71

PORTIONS OF THIS EXHIBIT 10.71MARKED BY AN *** HAVE BEEN OMITTED PURSUANT TO A REQUEST FORCONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIESAND EXCHANGE COMMISSION.

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     CONFIDENTIAL TREATMENT

January 31,2006

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|--------------------------|--|---------------------------------|--|-------------------------|--|--|--|--|--|--|
| CKJeanswear N.V.         |  | CK Jeanswear Europe S.p.A.      |  | WF OverseasFashion C.V. |
| Olympic Palaza, 1stfloor |  | Via Provinciale Lucchese,181/11 |  | Netherlands             |
| Fred. Roeskestraat123,   |  | 50019 Sesto Fiorentino          |  |                    |
| 1076 EEAmsterdam         |  | Italy                           |  |                    |
|                          |

Re:"CK/Calvin Klein" Store License - Europe

Ladies and Gentlemen:

CK Jeanswear EuropeS.p.A. ("CKJE") and Calvin Klein, Inc.("CKI") are simultaneously entering into astore license relating to the form of the mark "CK/CalvinKlein" for use on full-price free-standing retail stores,for the sale therein of certain "CK/CalvinKlein" Women's and Men's Bridge Apparel, andcertain "CK/Calvin Klein" Women's andMen's Bridge small leather goods (accessories) and handbags,pursuant to the Bridge Apparel License and the Bridge AccessoriesLicense. This confirms that CKJE, CK Jeanswear N.V.("CKJNV") (hereinafter referred to asOperator, respectively) and CKI have agreed as follows:

1.     (a) CKI hereby grants to Operator a licenseto use the trademark "CK/Calvin Klein"("Mark") on and in connection with theoperation of free-standing retail shops("Stores") (plus the outlet Stores permittedby Section 1(d)) located in the "Territory,"as defined on the date hereof in the Bridge Apparel License; for thesole purpose of selling therein at retail to consumers only, the"Merchandise" (as herein defined). Operatorwill sell no products other than Merchandise in the Stores. All use byOperator of the Mark is subject to CKI's prior approval. Operatorshall provide CKI annually, not later than 90 days prior to the end ofeach Annual Period, for CKI's reasonable prior approval, aschedule with existing Stores together with plans for the establishmentof additional Stores in the Territory, on ajurisdiction-by-jurisdiction basis. Operator is required to open andmaintain Stores within the Territory, and in certain designated keylocations (cities and countries) therein, based on the Roll-OutSchedule attached hereto, as noted below.

Operator isrequired to open, maintain and continuously operate ******* of thenumber of full-price retail stores indicated on the Roll-Out Schedulesattached (rounded up to the next whole number, determined at the closeof each Annual Period hereunder). If (a) the attached Roll-OutSchedules have not been met, or (b) if ******* of the requirednumber of Stores that have been opened have been shut or havediscontinued operations (shut down for more than 30 business days)(hereinafter "shut"), as reviewed at theclose of the Annual Period, compared to the prior Annual Period, andsuch "shut" Stores have not re-opened,relocated, or replacement full-price Stores opened within the sameAnnual Period, or the subsequent Annual Period (so that the"net" number of full-price Stores that havebeen "shut" is less than ******* asreviewed at the close of the said subsequent Annual Period (or, thesaid "same" Annual Period, ifapplicable)1, in case of either (a) or (b) above, CKI may terminate thisStore License on 12 months prior written notice. However, CKI maypermit Operator, and Operator will continue to comply with all of itsobligations hereunder, to operate and maintain existing Stores, for upto two (2) years as permitted at that time by CKI in writing (but notlonger than the then current term of any Store sublicense, as to anysublicensed Store), on a Store-by-Store basis.

(b) For purposeshereof, Merchandise shall consist of *******as respectively definedin the Bridge Apparel and Bridge Accessories License. Upon the priorwritten consent of CKI, as to the particular Licensed Products andstyles thereof, on a non-exclusive season to season basis,*******

Notwithstanding anything otherwise containedherein,*******

(c) CKI reserves the right to*******

(d) Operator shall be permitted to open in the Territory, on anon-exclusive basis, up to *****, *****. Any and all such Storesshall be considered "Stores" for the purposesof this Agreement, and shall be 

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     CONFIDENTIAL TREATMENT

subject to the prior approval of CKI as tothe******* and shall be subject to all the terms of this Agreementincluding but not limited to *******. Operator shall not bepermitted to sublicense the rights under this Section 1(d) to anyunaffiliated third party, except on a single store by store basis or acountry wide basis only, only as approved in advance byCKI2.

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 materials (including businesscards), advertising and promotional materials so as to ensure that thesame are of 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 publicactions and statements can affect the image of CKI, the Mark, theMerchandise and other trademarks used by CKI and/or its licensees andother designees, CKI's other licensees and their respectiveproducts. Accordingly, (i) the use and release by Operator of any andall advertising, 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 material respect, without CKI's prior approval. CKI shallhave the right to inspect each Store to ensure compliance with thisAgreement. Operator shall co-operate with CKI in any such inspection,shall promptly take steps to correct all deficiencies as noted by CKIduring or following such inspection and will bear the expense of anyfollow up inspection.

(b) Operator will:

(i) bear all costs incurred in connectionwith*******referred to in Section 1 (d) above. On the Store byStore planning, the parties shall confer prior to incurring any suchexpenses and agree upon an estimated budget.

(ii) conduct and operate the Stores inaccordance with all applicable health, safety, occupancy, tax and othergovernmental laws, rules and regulations;

(iii) maintain the Stores in a sanitarycondition and in good repair at all times, and in accordance with thedesign, Store set-up (merchandising) and visual display specifications,standards and guidelines of CKI, as promulgated from time to time, andrefurbish the Stores as may be reasonably necessary in order to keepthe Stores in an up-to-date condition (every 5 years);

(iv) employ only competent, trained and exemplarypersonnel (and provide for dress codes and uniforms for the same)including a General Manager for all retail operations hereunder as wellas Store managers, all subject to CKI's ongoing approval;

(v) retain public relations personnel or consultantsto promote the Mark and the Stores under the supervision of and asapproved by CKI and its public relations personnel;

(vi) purchase a supply of Merchandise for eachseasonal collection for each Store which constitutes, in the reasonableopinion of CKI, a representative collection and which is intended tosatisfy consumer demands;

(vii) prepare anddeliver to CKI within *******

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|  | 2Currently there are Calvin Klein Collection Store licensees for Milanand Rome (covering Bologna, Verona and Florence) as to which CKI hasagreed to use good faith efforts to provide such licensee rights of"first refusal" or "firstoffer" as applicable as to any"Store" in its"exclusive" area, which may become availableunder a multi-jurisdictional "CK/CalvinKlein" store license, and if Operator wishes to sublicenseany such "exclusive area", agrees to soprovide the same. |

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     CONFIDENTIAL TREATMENT

(viii) keepconfidential all material, data and proprietary information of CKI,which shall include but not be limited to the design and decorspecifications and prototypes utilized in connection with the Stores;and

(ix) maintain adequate financing inorder to open and maintain the Store and to purchase inventory asrequired hereunder and demonstrate the same as required by CKI duringthe term hereof; and

(x) timely remitall amounts payable hereunder (including by example to supplierlicensees, vendors, etc.), including*******, or any portionthereof) on the balance of any unpaid overdue amounts not indispute).

(c) Operator will expend (and/or require itsStore sublicensees to respectively spend as to their respective Stores)such amounts for advertising and promotion and public relations events(which shall be subject to the approval of CKI, to be provided promptlyand not unreasonably withheld) as are reasonable and appropriate inconnection with Operator's exploitation of the license grantedhereby, *******under the Bridge Apparel and Bridge AccessoriesLicenses, as well as any other licensees as to*******, during eachAnnual Period.

(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) Operator acknowledges that: (i)Calvin Klein Trademark Trust ("CKTT") CKTT isthe owner, and CKI is a beneficial owner, of all right, title andinterest in and to the Mark and the goodwill attached or will becomeattached thereto (including goodwill arising from advertisingexpenditures applicable to the grant hereunder ); (ii) all use thereofby Operator will inure to the benefit of CKTT; and (iii) CKTT and/orCKI retains all rights to use and to grant others the right to use theMark except as specifically granted to Operator herein. Operator willnot do or permit to be done anything which will detract from the valueor reputation of the Mark and do all things which may reasonably berequired by CKI in order to confirm CKI's beneficial ownershipand CKTT's ownership of the Mark.

(b) In the eventOperator learns of any infringement or imitation of the Mark or use byany person of a trademark confusingly similar to the Mark, it willimmediately notify CKI. Operator will cooperate with CKI in any actiontaken by CKI to protect its rights and those of CKTT in and to theMark. Operator will take no such action itself without prior writtenapproval 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 andavailable in the Territory in order to insure the property and contentsof the Store, and its operations, and from liability claims as referredto herein.

5.     (a) The term of thisAgreement shall commence as of 1 January 2006, and shall continue ineffect throughout the full term of the Bridge Apparel License (i.e., upto and including 31 December 2046) unless sooner terminated inaccordance herewith as to the "Territory"referred to in Section 1(a)(i).

Notwithstandingthe foregoing, CKI may terminate this Agreement if *******

In the event of the termination or reversion of anyjurisdiction or Region under the Bridge Apparel License, the sametermination or reversion of such jurisdiction or Region shall occurautomatically and simultaneously under this Store License, and shallimmediately and automatically result in the termination of theapplicable Stores, and Store sublicenses under § 1 (a) above.

(b) Except as set forth otherwise in thissection, in the event of any breach or default by either party whichcontinues uncured for a period of 30 days after written notice thereoffrom the 

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     CONFIDENTIAL TREATMENT

non-defaulting party, the non-defaulting partymay terminate this Agreement by written notice effective immediately.If Operator files a bankruptcy petition, is adjudicated a bankrupt orbecomes involved in a bankruptcy or insolvency proceeding, thisAgreement will terminate automatically and forthwith. If Operator opensor permits any sublicensee to open any Store in an unapproved location,or a Store in excess of the number of Stores approved by CKI, suchfailure shall be deemed a material breach under the terms of thisAgreement, and CKI may immediately terminate this Agreement effectiveupon written notice to Operator. If Operator fails to pay or anysublicensee fails to pay any amount due CKI on the due date, interestshall accrue thereon at a rate equal to 3 percentage points over theprime rate charged by Chase from the due date until paid in full and(ii) if such default continues uncured for a period of 30 daysfollowing the due date, CKI may terminate this Agreement forthwith bywritten notice.

(c) Upon termination ofthis Agreement, Operator will immediately discontinue use of the Markin connection with the Stores, will alter the interior and exterior ofthe Stores so as to distinguish them from their former appearance andwill dispose of any inventory of Merchandise, on a non-exclusive basis,only in 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 improvements therein.

6.     Each party to thisAgreement is an independent contractor and nothing herein contained andno action arising from or relating to this Agreement shall be construedto constitute the parties as joint venturers or either as agent of theother.

7.     No waiver,express or implied, of any provision of this Agreement, or of anybreach or default hereof, shall constitute a continuing waiver hereofexcept as expressly provided in a writing signed by the waivingparty.

8.     (a) Neitherthis Agreement or any rights granted hereunder may be assigned orotherwise transferred by Operator, except as agreed to by CKI. Anysublicense agreement shall be in the form attached hereto or asapproved by CKI with only such modifications as CKI may approve inadvance; and the selection (identity) of any sublicensee shall also besubject to CKI's prior approval. Only single-Store (or countrywide) sublicenses may be granted, unless otherwise approved in advanceby CKI.

(b) Except as provided above, andspecifically as provided under the CKI/CF Group Consent dated as of 29September 2005, this Agreement shall inure to the benefit of and shallbe binding upon the parties and their respective successors andassigns. In the event of any CKI-permitted change-of-control transferfrom the then current shareholder(s) as required hereunder, therestrictions and provisions hereof shall apply to anysuccessor-in-interest permitted transferee.

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 in

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     CONFIDENTIAL TREATMENT

English. Operator irrevocably submits to thejurisdiction of the courts of the State of New York and/or the federalcourts located therein and waives the right to contest suchjurisdiction and to the laying of venue in such courts. Operator iscompleting forms relating to the appointment of the CorporationServices Company to act as its agent for service relating to anydispute or adjudication hereunder, simultaneously with the execution ofthis Agreement and will maintain such appointment throughout the termof this Agreement (including extensions, renewals and the non-exclusiveinventory disposal period referred to herein).

10.     Following the closing of thetransaction, pursuant to which Warnaco Inc. will, in accordance withits terms, acquire the business of the Operator, this Agreement may beassigned within the Warnaco family of companies in accordance with theterms as agreed by CKI and set forth in writing simultaneouslyherewith.

Warnaco U.S., Inc., a Delawarecorporation, is the general partner of WF Overseas Fashion C.V., alimited partnership ("commanditairevennootschap") organized and existing under the lawsof the Netherlands, and solely in such capacity, is executing thisAgreement on behalf and for the exclusive risk and benefit of WFOverseas Fashion C.V.

If the foregoing fully andaccurately sets forth our understanding with regard to the subjectmatter hereof, please so signify by signing below where indicated.

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| Verytruly yours,                                                                                                                                                                                                                                                |
| CalvinKlein, Inc.                                                                                                                                                                                                                                               |
| By:/s/ TomMurry                                         |
| Name:                                                                                                                                                                                                                                                           |  | TomMurry |
| Title:                                                                                                                                                                                                                                                          |  | President andCOO |
|                                                                                                                                                                                                                                                                 |

Agreed to:

CK JEANSWEAR N.V.

|                                                                                                                                                                                                                                                                              |  |                              |  |  |  |  |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|------------------------------|--|--|--|--|
| By:    /s/ Lawrence R.Rutkowski                                                          |
| Name:                                                                                                                                                                                                                                                                        |  | Lawrence R. Rutkowski        |
| Title:                                                                                                                                                                                                                                                                       |  | Vice President and Treasurer |
| CK JEANSWEAR EUROPES.P.A.                                                                                                                                                                                                                                                    |
| By:    /s/ Lawrence R.Rutkowski                                                          |
| Name:                                                                                                                                                                                                                                                                        |  | Lawrence R. Rutkowski        |
| Title:                                                                                                                                                                                                                                                                       |  | Vice President and Treasurer |
| CK JEANSWEAR ASIALIMITED                                                                                                                                                                                                                                                     |
| By:    /s/ Lawrence R.Rutkowski                                                          |
| Name:                                                                                                                                                                                                                                                                        |  | Lawrence R. Rutkowski        |
| Title:                                                                                                                                                                                                                                                                       |  | Vice President and Treasurer |
| WF OVERSEAS FASHIONC.V.                                                                                                                                                                                                                                                      |
| By: WarnacoU.S., Inc., its general partner                                                                                                                                                                                                                                   |
| By:    /s/ Stanley P.Silverstein                                     |
| Name:                                                                                                                                                                                                                                                                        |  | Stanley P. Silverstein       |
| Title:                                                                                                                                                                                                                                                                       |  | President andSecretary       |
|                                                                                                                                                                                                                                                                              |

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     CONFIDENTIAL TREATMENT

SCHEDULE 1(d)

OUTLET

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     CONFIDENTIAL TREATMENT

EXHIBIT RO

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