EXHIBIT 10.70
PORTIONS OF THIS EXHIBIT 10.70 MARKED
BY AN *** HAVE BEEN OMITTED
PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT AND FILED
SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.
CONFIDENTIAL
TREATMENT
CALVIN KLEIN, INC.
January 31, 2008
WF Overseas Fashion C.V., itself, or
by and through
Warnaco BV, as successor to CK
Jeanswear N.V.
CK Jeanswear Asia Limited
CK Jeanswear Europe S.r.l.
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Re:
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“Calvin Klein Jeans” Jeanswear
Accessories Stores
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Ladies and Gentlemen:
As you know, Calvin Klein, Inc.
(“CKI”), on the one hand, and CK Jeanswear Europe
S.r.l., CK Jeanswear Asia Limited and WF Overseas Fashion C.V.
(“WF”, or together with Warnaco BV, as successor to CK
Jeanswear N.V., “Operator”) are parties to a License
Agreement dated as of January 31, 2006 (the “Jeanswear
Accessories License”), pursuant to which, among other things,
CKI granted Operator the exclusive right to use the mark
*** (the “Trademark”) in connection with
the manufacture, wholesale sale, distribution, advertising and
promotion of certain women’s and men’s
“jeans”-styles, type or “level” small
leather goods/accessories, handbags items (the “Licensed
Products”), all as defined and more specifically set forth
therein and on its annexed Exhibit P.
This Letter Agreement sets forth the
terms and conditions upon which Operator may use the Trademark in
connection with operating and may operate (and permit others to
operate) free-standing retail stores (including both full-price and
outlet stores) in the Territory, as defined herein and in the
Jeanswear Accessories License (and shown on the annexed Exhibit T
made a part hereof, for the sale of the Licensed Products and
other ***
licensed accessories and products (as
further defined and described herein), pursuant to the terms of the
Jeanswear Accessories License. All capitalized terms used herein
not otherwise defined shall have the meaning assigned to them in
the Jeanswear Accessories License.
1. (a) CKI hereby grants to Operator a
license to use the Trademark on and in connection with the
operation of full price free-standing retail shops 1
(plus the outlet stores permitted by §1(d))
(“Stores”) in the “Territory,” as defined
on the date hereof in the Jeanswear Accessories License (and as set
forth on Exhibit T annexed hereto and made a part hereof), for the
sole purpose of selling therein at retail to consumers only, the
“Merchandise” (as herein defined). Operator will sell
no products other than Merchandise in the Stores. All use by
Operator of the Trademark is subject to CKI’s prior approval.
Operator shall provide CKI annually, not later than ninety (90)
days prior to the end of each Annual Period, for CKI’s
reasonable prior approval, a schedule with existing Stores together
with plans for the establishment of additional Stores in the
Territory, on a jurisdiction-by-jurisdiction basis. Operator is
required to open and maintain Stores within the Territory, and in
certain designated key locations (cities and countries) therein,
based on the Roll-Out Schedule attached hereto, as noted below, or
as the parties shall mutually agree.
Operator is required to open, maintain
and continuously operate the number of full price Stores as
indicated on the Roll-Out Schedule attached hereto and made a part
hereof as determined at the close of each Annual Period hereunder
as applicable in each Region. *** If (a)
the attached Roll-Out Schedule (on an *** rounded up) has *** , or
(b) ***
, or (c) if *** of the
required number of Stores that have been opened have been shut or
have discontinued operations (shut down for more than thirty (30)
business days) (hereinafter “Shut” for each Region), as
reviewed at the close of the Annual Period, compared to the prior
Annual Period, and such “Shut” Stores have not
re-opened, relocated, or replacement Stores opened within the same
Annual Period, or the subsequent Annual Period (so that the
“net” number of Stores that have been
“Shut” is less than *** as
reviewed at the close of the said subsequent Annual Period (or, the
said “same” Annual Period, if applicable), in case of
either (a) or (b) above, CKI may terminate
______________
CONFIDENTIAL
TREATMENT
this Store License on twelve (12)
months prior written notice exercisable within six (6) months after
the close of the applicable Annual Period. However, CKI may permit
Operator, and Operator will continue to comply with all of its
obligations hereunder, to operate and maintain existing Stores, for
up to two (2) years as permitted at that time by CKI in writing
(but not longer than the then current term of any Store sublicense,
as to any sublicensed Store), on a Store-by-Store basis.
(b) For purposes hereof, Merchandise
shall consist of Licensed Products, as defined in the Jeanswear
Accessories License only. However, in addition to Merchandise,
Operator is permitted to sell within such Store as an
*** , all subject to compliance with the
following ***
.
(c) Subject to the exclusive rights
granted herein and in other agreements between CKI and Operator:
CKI reserves the right to *** .
(d) Operator shall be permitted to
open in the Territory, outlet Stores bearing the Mark, based on
the ***
. Any and all such Stores shall be
considered “Stores” for the purposes of this Agreement,
and shall be subject to the prior approval of CKI as to the
location of each such outlet Store, and shall be subject to all the
terms of this Agreement including but not limited to approvals as
to decor and operations.
2.
(a) CKI shall have the right to
approve the number and each specific location of each Store (prior
to the execution of any lease or other commitment), and to approve
the design, signage, layout, fixtures and decoration of each such
Store and to approve the architect or Store planner utilized in
connection with the build out of each such Store (as set forth
below), as well as all packaging, Store tags or labels, business
materials (including business cards), advertising and promotional
materials so as to ensure that the same are of the highest quality,
and are consistent with the “Calvin Klein” image.
Operator recognizes that CKI will grant such approvals as to
location and number subject to and consistent with its other
programs for related retail outlets.
Operator recognizes that its public
actions and statements can affect the image of CKI, the Trademark,
the Merchandise and other trademarks used by CKI and/or its
licensees and other designees, CKI’s other licensees and
their respective products. Accordingly, the use and release by
Operator of any and all advertising, promotional or publicity
material (including press releases and other public relations media
events) and (ii) any other corporate release, data or information
which Operator has reason to believe might become public and, if
so, could affect such image, will be prepared or conducted in
consultation with and subject to the prior approval of CKI’s
Public Relations Department. After any such approval, Operator will
not modify such approved material or activities in any material
respect, without CKI’s prior approval. CKI shall have the
right to inspect each Store to ensure compliance with this Letter
Agreement. Operator shall co-operate with CKI in any such
inspection, shall promptly take steps to correct all deficiencies
as noted by CKI during or following such inspection and will bear
the expense of any follow up inspection.
(b) Operator will use its best efforts
to exploit the rights granted hereunder throughout the Territory
during the Term to open and maintain Stores in the various
jurisdictions in the Regions and will:
(i) bear all costs incurred in
connection with *** .
(ii) conduct and operate the Stores in
accordance with all applicable health, safety, occupancy, tax and
other governmental laws, rules and regulations;
(iii) maintain the Stores in a
sanitary condition and in good repair at all times, and in
accordance with the design, Store set-up (merchandising) and visual
display, specifications, standards and guidelines of CKI, as
promulgated from time to time and adhere to CKI’s music
selections, and refurbish the Stores as may be reasonably necessary
in order to keep the Stores in an up-to-date condition (every 5
years);
(iv) employ only competent, trained
and exemplary personnel (and provide for dress codes and uniforms
for the same) including a General Manager for all retail operations
hereunder as well as Store managers, all subject to CKI’s
ongoing approval;
(v) retain public relations
personne
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