Warnaco Asia Limited formerly 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”)
CK Jeans Apparel - Asia Jeans License
CK Jeans Apparel - Europe Jeans License
+ Africa (+Europe & Asia)
April 19, 2012
/DMG 25 Apr 12
W July 2, 2012
27 July 2012
Warnaco Asia Limited formerly 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. formerly CK Jeanswear Europe S.r.l. or “CKJE” (“CKJE”)
("CKJA Group Entities")
Warnaco B.V. as successor to CKJ Jeanswear N.V. (as “guarantor”) (“CKJNV” together with the CKJA Group Entities, hereinafter all collectively (“CKJ Entities”)
Re: Xxxxxx Xxxxx, Inc. (“CKI”) CKJA et alia including CKJNV Jeans Apparel License Agreement (as of 9 May 1996, Amended and Restated d. as of 1 January 1997 as amended (“CK Jeans Apparel - Asia Jeans License”), including as to assigned portions to CKJ Aus (Australia), CKJNZ (New Zealand), CKJ Korea (S. Korea), CKJS (PRC China) and CKJE (Japan), sometimes “Assigned Licenses”
Xxxxxx Xxxxx Inc. (“CKI”) and CKJE (and also WFOF) as parties to the Jeans Apparel License Agreement (d. 9 May 1996, Xxxxxxx and Restated d. as of 1 January 1997 as amended) (“CK Jeans Apparel – Europe Jeans License”).
CKI and CKJ Entities as parties (as applicable) to the Amended and Restated “Xxxxxx Xxxxx Jeans” Jeans Apparel Store License d. 6 March 2002 as amended (“Jeans Apparel Store License”)
Ladies and Gentlemen:
CKI and the CKJ Entities hereby agree, effective 1 July 2012 (the "Effective Date"), to amend the CK Jeans Apparel - Asia Jeans License to add the specific countries set forth on Exhibit A ("Asia"), annexed hereto and made a part hereof, to the “Territory”, and to amend the CK Jeans Apparel - Europe Jeans License to add the specific countries and jurisdictions in Europe and to add the specific countries in Africa all as set forth on Exhibit B (individually and collectively, "Europe and Africa"), annexed hereto and made a part hereof, to the “Territory” (and thus also to the “territory” and the applicable region i.e. Africa, Europe, and Asia covered under the Jeans Apparel Store License), as follows:
1. The “Territory” as defined under the CK Jeans Apparel - Asia Jeans License shall, from and after the Effective Date, include those countries (and jurisdictions) in Asia.
2. The “Territory” as defined under the CK Jeans Apparel - Europe Jeans License shall, from and after the Effective Date, include those countries (and jurisdictions) in Europe, and include in addition to South Africa those countries listed in Exhibit B, as a separate region Africa (“Africa” or “Africa Region”.)
3. There will be no separate dollar amounts or increase in the base dollar amount of either the Minimum Guaranteed Fee (§9.1) or the Minimum Advertising Expenditure amount (§7.2) payable under the CK Jeans Apparel – Asia Jeans License applicable to Net Sales in Asia or payable under the CK Jeans Apparel – Europe Jeans License applicable to Net Sales in Europe, respectively, as applicable, or as to Africa which shall be deemed a subset of Europe. Percentage Fees and earned Minimum Advertising Expenditure amounts based on Net Sales in Asia and Europe (to include Africa as subset thereof) shall, respectively, receive credits for the Minimum Guaranteed Fees or Minimum Advertising Expenditures minimum amounts as applicable paid under each of the CK Jeans Apparel – Asia Jeans License and the CK Jeans Apparel – Europe Jeans License, as applicable. There will be no separate amount or increased Minimum Net Sales Threshold amount applicable to Net Sales Asia or in Europe, and Net Sales in the additional countries (and jurisdictions) in Asia and Europe will be credited towards MNST’s as provided in each of the CK Jeans Apparel – Asia Jeans License and the CK Jeans Apparel – Europe Jeans License respectively, as applicable.
4. All retail stores in Asia and Europe and Africa are subject to CKI’s advance approval, and on an ongoing basis, and must consistently comply with the standards for retail outlets as referenced in §5.6 of the CK Jeans Apparel – Asia Jeans License and the CK Jeans Apparel – Europe Jeans License, respectively, as applicable.
5. There will be no separate limit on the number of “Xxxxxx Xxxxx Jeans” stores required or permitted to be opened or operated under the Jeans Apparel Store License, with respect to free-standing “Xxxxxx Xxxxx Jeans” stores in Asia or Europe, or Africa, with respect to the additional countries (and jurisdictions) added herein, which stores are subject to all of the terms and provisions under the Jeans Apparel Store License.
6. This amendment to the CK Jeans Apparel – Asia Jeans License, the CK Jeans Apparel – Europe Jeans License, and to the Jeans Apparel 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.
7. Except as set forth herein, each of the CK Jeans Apparel – Asia Jeans License, the CK Jeans Apparel – Europe Jeans License, and the Jeans Apparel Store License, remains in full force and effect as set forth therein. This amendment may not be amended or modified, or terminated except in writing signed by both parties hereto and exchanged between them.
[Signature Page Follows]
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The parties have executed this amendment as of the date first written above.
Xxxxxx Xxxxx, Inc.
By:/s/ Xxx Xxxxx
Warnaco Asia Limited
CK Jeanswear Australia, Ltd.
CK Jeanswear New Zealand, Ltd.
CK Jeanswear Korea, Ltd.
CK Jeanswear Shanghai, Ltd.
By:/s/ Xxxxxxx Xxxxxxxxxxx
WF Overseas Fashion C.V.
By:/s/ Xxxxxxx Xxxxxxxxxxx
Warnaco Italy S.r.l.
By:/s/ Xxxxxxx Xxxxxxxxxxx
Warnaco B.V.
By:/s/ Xxxxxxxxx Xxxx
Warnaco B.V.
By:/s/ Xxx Xxxxxxxxxx
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Exhibit A
Asia shall include the following:
Afghanistan
Bangladesh
Bhutan
Brunei
East Timor
Iraq
Kyrgyzstan
Maldives
Nepal
Pakistan
Sri Lanka
Tajikistan
Turkmenistan
Fiji
Kiribati
Republic of the Xxxxxxxx Islands
Nauru
Palau
Samoa
Solomon Islands
Tonga
Tuvalu
Vanuatu
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Exhibit B
Africa:**
Algeria
Angola
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
Mozambique
Morocco
Namibia
Niger
Nigeria
Reunion
Rwanda
Sao Tome
and Principe
Senegal
Seychelles
Sierra Leone
Somalia
South Africa
Somaliland
Sudan
Tanzania
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Togo
Tunisia
Uganda
Zambia
Zimbabwe
Europe:
Albania
Gibralter
Guernsey
Iceland
Isle of Man
Jersey
Monaco
Montenegro
St. Helena
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