Jeans Accessories Retail
19 April 2012
/DMG – 25 Apr 12
27 July 2012
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
collectively (“W”)
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 as amended for Europe and Asia (the “Jeans Accessories only Store License” EU),
Ladies and Gentlemen:
W has requested and CKI hereby agrees, effective 1 July 2012 (the “Effective Date”), to add the specific countries set forth on Exhibit A, annexed hereto and made a part hereof, to the “Territory” covered under the Jeans Accessories only Store License, EU to reflect the addition of specific countries (in addition to certain countries in Africa already included in the Territory) to the “Calvin Klein Jeans” jeans accessories license, d. as of 31 January 2006, as amended, (“CKJ Jeans Accessories License”).
| 1. | The “Territory” as defined under the Jeans Accessories only Store License EU shall, from and after the Effective Date include the countries (and other jurisdictions) in and (as part of the regions identified on Exhibit A, if any, as applicable). |
| 2. | W agrees to and will use good faith efforts to add to and or provide a separate "Roll-Out Schedule" for additional Calvin Klein Jeans jeans accessories only stores, in the additional countries (and jurisdictions). |
| 3. | This amendment to the Jeans Accessories only Store License EU 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. |
| 4. | Except as set forth herein, the Jeans Accessories only Store License EU 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 only Store License EU. Except as otherwise indicated herein, all terms and conditions of the Jeans Accessories only Store License EU shall continue to apply. This amendment may not be amended or modified, or terminated except in writing signed by both parties hereto and exchanged between them. |
2
The parties have executed this amendment as of the date first written above.
[Signature Page Follows]
3
Calvin Klein, Inc.
By:/s/ Tom Murry
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
Warnaco Italy S.r.l.
By:/s/ Stanley Silverstein
WFOF Overseas Fashion C.V.
By:/s/ Stanley Silverstein
Warnaco B.V.
By:/s/ Elizabeth Wood
Warnaco B.V.
By:/s/ Amy Greenfield
4
Exhibit A
Europe Region:
Albania
Andorra
Gibralter
Guernsey
Iceland
Isle of Man
Jersey
Monaco
Montenegro
San Marino
St. Helena
Africa Region:
Algeria
Benin
Botswana
Burkina
Burundi
Cameroon
Cape Verde
Central African Republic
Chad
Comoros Islands
Congo
Congo (Dem. Rep.)
Djibouti
Equatorial Guinea
Eritrea
Ethiopia
Gabon
Gambia
Ghana
Guinea
Guinea-Bissau
Ivory Coast
Kenya
Lesotho
Liberia
Libya
Madagascar
Malawi
Mali
Mauritania
Mauritius
Morocco
Mozambique
Namibia
Niger
Nigeria
Reunion
Rwanda
Sao Tome and Principe
Senegal
South Africa
5
Seychelles
Sierra Leone
Somalia
Sudan
Swaziland
Tanzania
Togo
Tunisia
Uganda
Zambia
Zimbabwe
Asia Region:
Afghanistan
Bangladesh
Bhutan
Brunei
East Timor
Iraq
Kyrgyzstan
Maldives
Mongolia
Nepal
Pakistan
Sri Lanka
Syria
Tajikistan
Turkmenistan
Fiji
Kiribati
Marshall Islands
Nauru
Palau
Samoa
Solomon Islands
Tonga
Tuvalu
Vanuatu