EX-101 INSTANCE DOCUMENT

EX-10.3 4 c22837exv10w3.htm EXHIBIT 10.3 Exhibit 10.3
Exhibit 10.3
PORTIONS OF THIS EXHIBIT 10.3 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.
W
Bridge Accessories (Stores) (+India)
29 June 2011/ 7 July 2011
July 8, 2011
Warnaco Italy S.r.l. as successor to CK Jeanswear Europe S.p.A.(“CKJE”)
WF Overseas Fashion C.V. (“WFOF”)
(the “CKJ Group Entities”, and together with 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 WFOF “CK/Calvin Klein” Bridge Accessories only Store License (Europe), for the sale therein of Bridge Accessories Articles only d. 31 January 2008 (“Bridge Accessories Store License”)
 
    
 
  CKI and CKJE/WFOF “CK/Calvin Klein” Bridge Accessories License d. 31 Jan 06 as amended, including such amendment adding India to the Territory (the “India Bridge Accessories Amendment”), (the “Bridge 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 Bridge Accessories Store License, as follows:
A.  
Simultaneously herewith, W and CKI are entering into an amendment to the Bridge 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 Bridge Accessories Amendment”).
B.  
In addition to the India Bridge Accessories Amendment, the parties hereby also agree to amend the Bridge Accessories Store License to add India as a separate region to the Territory, and otherwise as specifically provided herein.
C.  
The following shall constitute amendments to the Bridge Accessories Store License to coincide with and give full effect to the India Bridge Accessories Amendment.
  1.  
There shall be a separate “Roll-Out Schedule” for India for CK/Calvin Klein Bridge accessories only Stores to be provided to CKI ***. Anticipated cities in which full price CK/Calvin Klein Bridge 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”).
  2.  
The “Percentage Fees” solely with respect to the India region under the Bridge Accessories Store License shall be ***.
  3.  
The Advertising obligations solely with respect to the India region under the Bridge Accessories Store License shall be ***.
  4.  
“Exclusive Merchandise” and “Merchandise” shall be as defined in the Bridge Accessories Store License.
  5.  
This amendment to the Bridge 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.

 

 

 

CONFIDENTIAL TREATMENT REQUESTED BY THE WARNACO GROUP, INC.
  6.  
Except as set forth herein, the Bridge 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 Bridge Accessories Store License. Except as otherwise indicated herein, all terms and conditions of the Bridge 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 Italy S.r.l.    
 
            
 
  By:   /s/ Stanley Silverstein
 
    
 
            
    WFOF Overseas Fashion C.V.    
 
            
 
  By:   /s/ Marissa Pagnani
 
    
 
            
    Acknowledged by:    
    [India Joint Venture]    
 
            
 
  By:   /s/ Stanley Silverstein
 
    

 

 

 

CONFIDENTIAL TREATMENT REQUESTED BY THE WARNACO GROUP, INC.
Schedule RO
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