License Agreement

EXHIBIT 10.71

PORTIONS OF THIS EXHIBIT 10.71 MARKED BY AN *** HAVE BEEN OMITTED

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED

SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

CONFIDENTIAL TREATMENT

31 January 2008

WF Overseas Fashion C.V.

501 7 ^th Avenue

New York, New York 10018

Ladies and Gentlemen:

This confirms that WF Overseas Fashion C.V. (“Operator”) and Calvin Klein, Inc. (“CKI”) have agreed effective 1 January 2008 as follows:

1.

(a) CKI hereby grants Operator the exclusive license (as described in §6) to use, and to grant third parties approved by CKI hereunder the right to use, the mark in the CKI-approved logo form of *** (“Mark”), on and in connection with the opening, operation and maintenance of full-price and outlet, free standing retail stores ^{1 2} located in countries constituting Central America (“C. America”) and South America (“S. America”) (specifically excluding Canada and Mexico), each a “Region” which is indicated on Exhibit T only (the “Territory”), hereafter referred to individually and collectively as “Store,” solely for the retail sale of “Merchandise” (as hereinafter defined) to consumers. All use of the Mark shall be subject to CKI’s prior approval in accordance with the terms set forth herein. No goods other than Merchandise are to be sold in any Store, except as specifically provided herein.

(b) “Exclusive Merchandise” means the collections of “Jeans Accessories Articles” produced under and pursuant to the License Agreement dated 31 January 2006, as amended between CK Jeanswear Europe S.r.l (“CKJE”), CK Jeanswear Asia Limited et alia (“CKJA”) and WF Overseas Fashion C.V. (“WFOF”) and CKI for the production, distribution and sale of such Jeans Accessories Articles in Europe, Asia and certain additional jurisdictions (but not C. or S. America) (“Jeanswear Accessories Products License”). However, in addition to such Exclusive Merchandise, Operator is permitted ***.

(c) The term of this Agreement (the “Term”) shall commence on 1 January 2008 and shall continue in effect for an initial term through 31 December 2034, subject to the provisions of § 5(a). This Agreement shall automatically be renewed for one (1) consecutive ten (10) year term up to and through 31 December 2044 for a maximum aggregate term of thirty seven (37) years; provided that Operator has complied with all of its material obligations hereunder,

CONFIDENTIAL TREATMENT

including but not limited to payment and expenditure obligations, and the “Roll-Out Schedules” during the initial Term (as set forth on Exhibit RO). Each calendar year shall be referred to as a “Year”. Notwithstanding anything to the contrary, this Agreement ***.

(d) As a royalty for the use of the Mark, Operator will pay CKI an amount equal to ***. These amounts will be payable quarterly on 30 March, 30 July, 30 October and 30 January (as to the prior calendar quarter) of each Year. ***

2.

(a) Operator will expend ***.

(b) Operator understands that it is of paramount importance that the look and “feel” of the Store be consistent with the “Calvin Klein” image. Accordingly, CKI shall designate the design of the Store, including prototypes for fixturing, and CKI shall have reasonable approval of the final construction drawings, layout, fixturing and decoration of the Store as well as all packaging, fixturing, business material, advertising and promotional materials utilized in connection with the Store. CKI will approve the architect to be used in connection with the overall schematic design of drawings, design development and decoration for all of the Stores (overall design overview for all Stores in the Territory or Regions). Operator agrees to ***. Operator will engage, or cause to be engaged, a local architect to build and oversee construction of the Store. Operator understands that it will not be able to open any Store until CKI has notified Operator in writing that such Store complies with CKI’s quality and image standards and that Operator, with respect to such Store, is in compliance with this Agreement. Approvals hereunder will not be unreasonably withheld or delayed by CKI, provided it has been timely supplied with all information needed to make an informed decision.

(c) Simultaneously with execution of this Agreement, Warnaco Inc. is executing a guarantee of Operator’s obligations in the form and as the terms specifically set forth in the Guarantee attached as Exhibit E.

(d) Operator will:

(i) use its commercially reasonable good faith efforts to provide, or cause to be provided, in each lease, for assignment without charge or need of consent from landlord, to CKI or a CKI designee, if so requested by CKI, upon termination of this agreement, and provide a copy of any lease for such Store, and amendment thereto, including English translation thereof, upon execution of this Agreement or as soon thereafter as each such lease is signed;

(ii) comply in any and all material respects with CKI’s design, decor, set-up, visual display as well as the specifications requirements set forth in Exhibit A hereto and with CKI’s reasonable Store Planning requirements set forth in Exhibit B hereto, all as approved by CKI.

(iii) bear all costs incurred in connection with ***. Payments to CKI or its suppliers or consultants through CKI will be made on invoice, or advanced as reasonably required by CKI, based on estimates reasonably agreed upon in advance between the parties.

(iv) locate such Store in prestigious or highly respectable commercial areas with other stores of commensurate fashion designers or other brand name merchandise comparable to Merchandise, with the precise location of each Store subject to CKI’s approval, not to be unreasonably withheld or delayed, and conduct and operate the Store in accordance with all applicable health, safety, occupancy and other applicable governmental regulations;

(v) maintain the Store in sanitary condition and in good repair at all times and maintain the decor, fixtures, merchandising and visual display in accordance with any guidelines, operating manual or other written requirements or regulations promulgated by CKI and/or its parent, Phillips Van-Heusen Corporation, including the Human Rights guidelines contained in its “Statement of Corporate Responsibility,” annexed hereto as Exhibit F, as updated from time to time;

(vi) employ exemplary personnel, including a Director or President of Store Operations for all Stores, subject to CKI’s initial and ongoing approval reasonably exercised, as well as individual Store managers and require and enforce an appropriate uniform dress code for all personnel;

CONFIDENTIAL TREATMENT

(vii) purchase a supply of Merchandise constituting, in CKI’s reasonable opinion, a representative collection and which will satisfy consumer demand for each and every Store; and will purchase from CKI’s licensee suppliers, as applicable, for sale in Stores including each Store in a Key Location and in each “A” and “B” Store location to be determined by CKI in good faith, reasonable quantities of Merchandise featured in each season’s national advertising campaigns; and sell past season Merchandise (from the immediately prior season) only from an appropriate discrete location within the Store (not prominently);

(viii) maintain adequate financing in order to open and maintain the Store and to purchase inventory as provided hereunder and demonstrate the same as reasonably required by CKI during the Term hereof;

(ix) timely remit all amounts payable hereunder (including, by example, CKI and CRK), including interest payable from the original due date *** (“the Interest Rate”) on the balance of any unpaid overdue amounts; and

(x) prepare and deliver to CKI the following reports, as provided to Operator in the form of CKI’s standard package of required reports, or as approved by CKI, at the time periods specified: (a) within 15 days following the close of each month, a report showing beginning inventory, additions to inventory, sales of such inventory and closing inventory (“Monthly Sell Through”), by each product category, for each Store within each country, within each Region in the Territory (each and all Stores), (b) within thirty (30) days following the close of each calendar quarter a report, certified as complete and accurate by an officer of your company, setting forth: (1) for each completed month since the previous such report ***, and amounts payable to CKI hereunder, which are made in a currency other than US $ dollars for reporting purposes hereunder shall also be reported in US $, computed on the basis of the conversion rate of the currency into US $ dollars in effect as published in the Wall Street Journal, as of the close of business on the last day of each quarterly period.

(e) Operator’s public actions and statements can affect the image of CKI, the Mark, the Merchandise and other trademarks and products of CKI or its licensees or authorized users of such Marks. Accordingly, Operator’s use and release of any advertising, promotional or publicity material (including press releases and other public relations media events), and any other corporate release, data or information which might become public and could affect such image hereunder or relating to the Store or operations under this Store License, will be prepared or conducted subject to the prior approval of, or as to certain advertising materials, such as local store ads, with simple CKI pre-approved formats (no illustrations, just specifying the store location and possibly specifying the current season’s collection) in accordance with the guidelines and/or such approved forms or formats of, CKI’s Public Relations Department. After any such approval, Operator will not modify such approved material or activities. All information relating to the terms and provisions of, and certain operations under, this Agreement and the business and operations of CKI, which Operator learns, or has learned, and all prototypes, décor, and other material of CKI (except to the extent any of the same becomes generally known to the public and in the public domain through no fault of Operator) is the valuable property of CKI and Operator will keep the same confidential and will not use (except use required to fulfill the provisions of this Agreement) or disclose same except as may be required by law or agreed to in writing by CKI or required hereunder.

(f) Upon reasonable prior written notice, but no more than once per Year, CKI and its representatives may examine Operator’s books and records relating to the Stores during the term of this Agreement and for three years thereafter. Operator will maintain such books and records for at least three years following the year to which they relate. If such examination shows an undisputed amount (limited to bona fide disputes only ) Operator remitted to CKI hereunder that was less than the amount required, Operator will remit the difference, together with interest payable from the original due date (computed at the Interest Rate).

3. (a) Operator acknowledges that: (i) Calvin Klein Trademark Trust (“CKTT”) is the owner, and CKI is a beneficial owner, of all rights, title and interest in and to the Mark as to Merchandise in the Territory (and to all rights as to “Stores” and store services related to such Merchandise and the goodwill attached or that will become attached thereto; (ii) all use thereof will inure to the benefit of CKTT; and (iii) CKTT and/or CKI retains all rights to use and to grant others the right to use the Mark except as specifically granted herein. Operator will not do or permit to be done anything which will detract from the value or reputation of the Mark and will do all things which may reasonably be required by CKI in order to confirm CKI’s beneficial ownership and CKTT’s ownership of the Mark as specified above.

CONFIDENTIAL TREATMENT

(b) If Operator learns of any infringement or imitation of the Mark or use by any person of a trademark similar to the Mark, it will immediately notify CKI. Operator will reasonably cooperate with CKI in action to protect its rights hereunder and those of CKI and CKTT in and to the Mark. Operator will take no such action without prior written approval of CKI, not to be unreasonably withheld or delayed.

4. Operator will indemnify and save CKTT, CKI and Calvin Klein harmless from any and all claims that may arise or be asserted against either of them from Operator’s use of the Mark for the Stores, Operator’s sale of the Merchandise or its establishment, ownership or operation of the Store, and all costs and expenses, including reasonable counsel fees, incurred in connection therewith. Operator will procure and maintain insurance as reasonably required by CKI in order to insure the property and contents of the Store, and Operator’s operations, and from liability claims as referred to herein.

5.

(a) 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. Notwithstanding anything to the contrary herein, if Operator ***.

(b) If Operator ***.

(c) In the event of any breach or default by either party which continues uncured for a period of thirty (30) days after written notice thereof from the non-defaulting party, the non-defaulting party may terminate this Agreement by written notice effective immediately in addition to any and all other remedies available to it at law or in equity. If Operator files a bankruptcy petition, is adjudicated a bankrupt or becomes involved in a bankruptcy or insolvency proceeding, this Agreement will terminate automatically and forthwith on written notice sent by CKI.

(d) Upon termination of this Agreement, Operator will immediately discontinue use of the Mark in connection with the Store, will alter the interior and exterior of the Store so as to distinguish it from its former appearance and will dispose of any inventory of Merchandise, on a non-exclusive basis, only in the ordinary course of business (or otherwise as specifically directed by CKI) for a period not to exceed ninety (90) days following the date of such termination. Operator may dispose of such inventory only if it provides CKI with a detailed schedule of inventory, certified by its chief financial officer in form and content satisfactory to CKI, within twenty (20) days following termination of this Agreement. In addition to and notwithstanding the foregoing, in the event this Agreement is terminated as a result of a breach by Operator, CKI will have the right to assume control of the opera