8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 3, 2006 (January 31, 2006)

The Warnaco Group, Inc.
(Exact name of Registrant as specified in its charter)

Delaware				001-10857				95-4032739
(State or other jurisdiction of incorporation)				(Commission File Number)				(IRS Employer Identification No.)

501 Seventh Avenue, New York, New York				10018
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code:  (212) 287-8000

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.    Entry into a Material Definitive Agreement.

See discussion in Item 2.01 of this Form 8-K relating to the entry into new license agreements and amendments to certain existing license agreements.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On January 31, 2006, WF Overseas Fashion C.V. (‘‘WF’’), an indirectly wholly-owned subsidiary of The Warnaco Group, Inc. (the ‘‘Registrant’’), consummated the acquisition (the ‘‘Acquisition’’) of 100% of the shares of the companies (collectively, the ‘‘Companies’’) that operate the licenses and related wholesale and retail businesses of Calvin Klein^® jeans and accessories in Europe and Asia and the CK Calvin Klein ‘‘bridge’’ line of sportswear and accessories in Europe from Fingen Apparel N.V., a limited liability company organized and existing under the laws of the Netherlands (‘‘Fingen Apparel’’), Fingen S.p.A., a joint stock company organized and existing under the laws of Italy (‘‘Fingen S.p.A.’’), Euro Cormar S.p.A., a joint stock company organized and existing under the laws of Italy (‘‘Euro Cormar’’ and, together with Fingen Apparel and Fingen S.p.A., the ‘‘Fingen Sellers’’) and Calvin Klein, Inc., a New York corporation (‘‘CKI’’ and, together with the Fingen Sellers, the ‘‘Sellers’’) for cash consideration of approximately Euro 179 million and assumption and repayment of indebtedness in the amount of approximately Euro 61 million (net of cash acquired). In connection with the consummation of the Acquisition, Fingen S.p.A. and WF entered into an agreement, pursuant to which WF, subject to the satisfaction or waiver of certain conditions in such agreement, will acquire on or about January 2, 2008 100% of the shares of the company that operates the license for Calvin Klein men's and women's Collection apparel and accessories worldwide.

The Acquisition was consummated pursuant to the terms and conditions of a stock purchase agreement, dated as of December 20, 2005 (as amended as of January 30, 2006, the ‘‘Stock Purchase Agreement’’) among Warnaco Inc. (‘‘Warnaco’’), a directly wholly-owned subsidiary of the Registrant, and the Sellers, a copy of which was attached as Exhibit 10.1 to the Form 8-K filed by the Registrant on December 23, 2005. The Stock Purchase Agreement was amended as of January 30, 2006 to address, among other things, the parties' agreement (a) to leave certain indebtedness of the Companies outstanding and (b) relating to certain guarantees of the Fingen Sellers' affiliates in respect of such indebtedness. Further, immediately prior to the consummation of the Acquisition, Warnaco assigned its rights and obligations to purchase the shares of the Companies under the Stock Purchase Agreement to WF.

CKI, the licensor of the businesses acquired pursuant to the Acquisition, held a minority interest in certain of the Companies. In addition, CKI is the licensor under several existing licensing agreements, pursuant to which the Registrant currently designs, sources, markets, distributes and sells certain Calvin Klein products. Pursuant to the terms of an administration agreement between Warnaco and CKI, Warnaco is the beneficial owner of the Calvin Klein brands for women's intimate apparel, sleepwear and loungewear, and men's underwear, sleepwear and loungewear (collectively, the ‘‘Calvin Klein Underwear Products’’). Warnaco pays CKI an administration fee based upon Warnaco's worldwide sales of the Calvin Klein Underwear Products.

One of the Companies' wholly-owned subsidiaries which, prior to the consummation of the Acquisition, was jointly-owned by Fingen Apparel and CKI, currently distributes Calvin Klein underwear for the Registrant in certain countries in Asia. Upon the consummation of the Acquisition, such subsidiary became an indirectly wholly-owned subsidiary of the Registrant.

The consideration paid for the Companies was determined following arms-length negotiations between Warnaco and the Sellers. Prior to approving and authorizing execution of the Stock Purchase Agreement on December 20, 2005, the Registrant's board of directors obtained a fairness opinion from J.P. Morgan Securities Inc. stating that, in the opinion of J.P. Morgan Securities Inc., subject to certain limitations, qualifications, exceptions and assumptions set forth in such opinion, as of December 20, 2005, the consideration being paid by Warnaco for the Companies was fair to Warnaco from a financial point of view.

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In connection with the consummation of the Acquisition, on January 31, 2006, WF, together with certain of the Companies, entered into the following license agreements and amendments to existing license agreements with CKI (in its capacity as licensor) which relate to the licenses and businesses operated by the Companies:

1.

CKI, WF and CK Jeanswear Europe S.p.A., a Company and, upon consummation of the Acquisition, an indirectly wholly-owned subsidiary of WF ("CKJE"), entered into a Bridge Apparel License Agreement (the "Bridge Apparel License"), pursuant to which CKI has granted to WF and CKJE an exclusive license to use the trademark "CK/CALVIN KLEIN" in the form designated by CKI from time to time in connection with the manufacture, wholesale sale, distribution, advertising and promotion of certain women's and men's "bridge" apparel in the Territory (as such term is defined therein) for a period continuing through December 31, 2046;

2.

CKI, WF and CKJE entered into a Bridge Accessories License Agreement (the "Bridge Accessories License"), pursuant to which CKI has granted to WF and CKJE an exclusive license to use the trademark "CK/CALVIN KLEIN" in the form designated by CKI from time to time in connection with the manufacture, wholesale sale, distribution, advertising and promotion of "bridge" women's belts, leather gloves, handbags and small leather goods and men's belts, leather gloves, hand bags and small leather goods in the Territory (as such term is defined therein) for a period continuing through December 31, 2046;

3.

CKI, WF and CK Jeanswear Asia Ltd., a Company and, upon consummation of the Acquisition, an indirectly wholly-owned subsidiary of WF ("CKJA"), entered in a Jeans Accessories License Agreement, pursuant to which CKI has granted to WF and CKJA an exclusive license to use the trademark "CALVIN KLEIN" in the logo form "Calvin Klein Jeans" and as designated by CKI from time to time in connection with the manufacture, wholesale sale, distribution, advertising and promotion of certain women's and men's "jeans" styles, types or "level" small leather goods/accessories and handbag items in the Territory (as such term is defined therein) for a period continuing through December 31, 2046;

4.

CKI, WF, CK Jeanswear N.V., a Company and, upon consummation of the Acquisition, a directly wholly-owned subsidiary of WF ("CKJNV"), and CKJE entered into a Bridge Store Letter License Agreement, pursuant to which CKI has granted to WF, CKJNV and CKJE a license to use the trademark "CK/CALVIN KLEIN" on and in connection with the operation of free-standing retail shops (plus certain outlet stores) located in the Territory (as such term is defined in the Bridge Apparel License) for the purpose of selling at retail certain CK/Calvin Klein Women's and Men's Bridge Apparel (as such term is defined in the Bridge Apparel License) and CK/Calvin Klein Women's and Men's Bridge Accessories (as such term is defined in the Bridge Accessories License) for a period continuing through December 31, 2046;

5.

CKI, WF and CKJE amended the CK Jeans Europe License Agreement, dated May 1995, among CKI and CKJE (as amended and restated as of January 1, 1997, the "CK Jeans Europe License"). Under the CK Jeans Europe License (as in effect prior to the consummation of the Acquisition), CKI has granted to CKJE a license to use the trademarks "CALVIN KLEIN" and "CK/CALVIN KLEIN" in the form of the logo "Calvin Klein Jeans" and/or "CK/Calvin Klein Jeans" on or in connection with the manufacture, wholesale sale, distribution, advertising and promotion of Products (as such term is defined therein) in the Territory (as such term is defined therein). The amendment executed on January 31, 2006 extends the term of the CK Jeans Europe License through December 31, 2046 and provides for "shortfall" payments as to royalties and advertising commitment payments in the event there is a failure to meet minimum net sales levels or "thresholds";

6.	CKI, WF, CKJA, CK Jeanswear Australia, Ltd., a Company and, upon consummation of the Acquisition, an indirectly wholly-owned subsidiary of WF ("CKJAus"), CK Jeanswear New Zealand, Pty. Ltd., a Company and, upon consummation of the Acquisition, an indirectly wholly-owned subsidiary of WF ("CKJNZ"), CK Jeanswear Korea, Ltd., a Company and,

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upon consummation of the Acquisition, an indirectly wholly-owned subsidiary of WF ("CKJK"), CK Jeanswear (Shanghai), Ltd., a Company and, upon consummation of the Acquisition, an indirectly wholly-owned subsidiary of WF ("CKJS"), CKJE and CKJNV amended the terms of the CK Jeans Asia License Agreement, dated May 1996 (as amended and restated as of January 1, 1997 the "CK Jeans Asia License"), between CKI and CKJA. Prior to the consummation of the Acquisition, certain of CKJA's rights and obligations under the CK Jeans Asia License were assigned (collectively, the "Assigned Licenses") to CKJAus, CKJNZ , CKJK, CKJS and CKJE. Under the CK Jeans Asia License (as executed prior to the consummation of the Acquisition), CKI has granted to CKJE (under the CK Jeans Asia License) a license to use the trademarks "CALVIN KLEIN" and "CK/CALVIN KLEIN" in the form of the logo "Calvin Klein Jeans" and/or "CK/Calvin Klein Jeans" on or in connection with the manufacture, wholesale sale, distribution, advertising and promotion of Products (as such term is defined therein) in the Territory (as such term is defined therein). Under the Assigned Licenses, CKJA sublicensed its rights in certain parts of the Territory (as such term is defined in the CK Jeans Asia License). The amendment executed on January 31, 2006 extends the terms of the CK Jeans Asia License and Assigned Licenses through December 31, 2046 and provides for "shortfall" payments as to royalties and advertising commitment payments in the event there is a failure to meet minimum net sales levels or "thresholds"; and

7.

CKI, WF, CKJNV, CKJE and CKJA amended the Amended and Restated Jeans Store License, dated March 6, 2002 ("Jeans Store License"), among CKI, CKJNV, CKJE and CKJA. Under the terms of the Jeans Store License (as in effect prior to the consummation of the Acquisition), CKI has granted to CKI, CKJNV, CKJE and CKJA a license to use the trademark in the form of the logo "CK/Calvin Klein Jeans" on and in connection with the operation of free-standing retail shops located in the Territory (as such term is defined in the CK Jeans Europe License or CK Jeans Asia License, as applicable) for the purpose of selling at retail the Merchandise (as defined in the Jeans Store License). The amendment executed on January 31, 2006 extends the term of the Jeans Store License with respect to the Territory (as such term is defined in the CK Jeans Europe License or the CK Jeans Asia License, as applicable) through the term of the CK Jeans Europe License or the CK Jeans Asia License, as applicable.

Also in connection with the consummation of the Acquisition, on January 31, 2006, Warnaco entered into an Underwear Outlet License Agreement with CKI granting to CKI the exclusive right and license to open, own and operate CALVIN KLEIN Underwear Outlet Stores (as defined in such license agreement) in the United States under the terms and conditions and for the period set forth therein.

Finally, on January 31, 2006, Warnaco and its indirectly wholly-owned subsidiaries Calvin Klein Jeanswear Company and CKJ Holdings, Inc. (collectively, the "Jeanswear Subsidiaries") amended the CK/Calvin Klein Jeans Store License – Central and South America, dated as of July 26, 2004 among CKI and the Jeanswear Subsidiaries (the "C&SA Store License") to include Canada in the Territory (as such term is defined therein), thereby allowing the Jeanswear Subsidiaries to open, operate and authorize third parties to operate CK/Calvin Klein Jeans retail stores in Canada, subject to certain terms and conditions.

The rights and obligations of the parties to each of the license agreements and amendments to existing license agreements described herein are subject to certain terms and conditions set forth in such agreements and amendments.

A copy of the amendment to the Stock Purchase Agreement is attached to this report as Exhibit 10.1 and is incorporated herein by reference. The description of such amendment herein is qualified in its entirety by reference to the amendment.

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Item 8.01. Other Events.

On January 31, 2006, the Registrant issued a press release announcing the consummation of the Acquisition. A copy of the press release is attached to this report as Exhibit 99.1 and is being furnished pursuant to Item 8.01 of Form 8-K. The information contained in the press release is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

The financial statements required by Item 9.01 of Form 8-K will be filed by amendment within 71 calendar days after the date this report on Form 8-K must be filed.

* * *

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Item 9.01 Financial Statements and Exhibits.

Exhibit No.				Description
Exhibit 10.1				Amendment to Stock Purchase Agreement, dated as of January 30, 2006, by and among Warnaco Inc., Fingen S.p.A., Fingen Apparel N.V., Euro Cormar S.p.A. and Calvin Klein, Inc.
Exhibit 99.1				Press release issued by The Warnaco Group, Inc. on January 31, 2006.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE WARNACO GROUP, INC.

Date: February 3, 2006

By:

/s/ Jay A. Galluzzo

Name: Jay A. Galluzzo

Title: Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.				Description
Exhibit 10.1				Amendment to Stock Purchase Agreement, dated as of January 30, 2006, by and among Warnaco Inc., Fingen S.p.A., Fingen Apparel N.V., Euro Cormar S.p.A. and Calvin Klein, Inc.
Exhibit 99.1				Press release issued by The Warnaco Group, Inc. on January 31, 2006.

EX-10.1

EXECUTION COPY

AMENDMENT TO STOCK PURCHASE AGREEMENT

THIS AMENDMENT, dated as of January 30, 2006 (this ‘‘Amendment’’), by and among Warnaco Inc., a Delaware corporation (the ‘‘Purchaser’’), Fingen Apparel N.V., a limited liability company organized and existing under the laws of the Netherlands (‘‘Fingen Apparel’’), Fingen S.p.A., a joint stock company organized and existing under the laws of Italy (‘‘Fingen S.p.A.’’), Euro Cormar S.p.A., a joint stock company organized and existing under the laws of Italy (‘‘Euro Cormar’’), and Calvin Klein, Inc., a New York corporation (‘‘CKI’’ and, together with, Fingen Apparel, Fingen S.p.A. and Euro Cormar, the ‘‘Sellers’’) is made in accordance with that certain Stock Purchase Agreement, dated as of December 20, 2005 (the ‘‘Agreement’’), by and among the Purchaser and the Sellers. Unless otherwise indicated, capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Agreement.

WITNESSETH

WHEREAS, in accordance with Section 11.6 of the Agreement, the parties hereto desire to amend the Agreement to reflect the changes set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises and the representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

Section 1. Definitions. Except as otherwise expressly provided herein, capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Agreement.

Section 2. Amendments to the Agreement. The Agreement (including any Schedule thereto) is hereby amended as follows:

	(a)	The Table of Schedules set forth on page iii of the Agreement is hereby amended by inserting, in correct order, a new Schedule 7.16 to be entitled ‘‘Non-Fingen Banks and Performance Bond Beneficiaries’’.

	(b)	Schedule 1 of the Agreement is hereby amended by deleting from the definition of ‘‘Closing Date Working Capital’’ the words ‘‘the day immediately prior to’’ immediately after the words ‘‘at the close of business on’’ and immediately prior to the words ‘‘the Closing Date’’.

	(c)	Section 1.1 of the Agreement is hereby amended:

	(i)	by deleting in its entirety each of the following defined terms and its definition (or cross-references in Section 1.1 of the Agreement to its definition):

	(1)	Gold Lightening Declaration of Trust;

	(2)	Jeanswear Asia Declaration of Trust;

	(3)	Jeanswear Asia Nominee Shares;

	(4)	Jeanswear N.V. Declarations of Trust; and

	(5)	Jeanswear Korea.

	(ii)	by inserting, in correct alphabetical order, each of the following defined terms and its definition (or cross-references to its definition):

	(1)	‘‘‘Applicable Guarantor Liability’ means any Liability incurred by an Applicable Guarantor (in its capacity as a guarantor in favor of a Non-Fingen Bank) as a result of a default by a Company of such Company’s obligations to a Non-Fingen Bank.’’;

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	(2)	‘‘‘Designated Non-Fingen Banks’ means, collectively, the Non-Fingen Banks marked by one asterisk on Schedule 7.16.’’;

	(3)	‘‘‘Fingen Sellers Third Party Indebtedness Amount’ shall have the meaning set forth in Section 7.16.’’;

	(4)	‘‘‘Non-Fingen Banks’ means, collectively, the Persons set forth in Schedule 7.16 who are designated as ‘Non-Fingen Banks’.’’;

	(5)	‘‘‘Performance Bond Beneficiaries’ means, collectively, the Persons set forth in Schedule 7.16 who are designated as ‘Performance Bond Beneficiaries’.’’; and

	(6)	‘‘‘Performance Bond Liability’ means any Liability incurred by Fingen S.p.A. (in its capacity as the provider of a performance bond with respect to, or guarantee of, the obligations of any Company, in each case, in favor of a Performance Bond Beneficiary) as a result of a default by a Company of such Company’s obligations to a Performance Bond Beneficiary.’’

	(iii)	by deleting from the definition of:

	(1)	‘‘Actual Closing Date Cash’’ the words ‘‘the day immediately prior to’’ immediately after the words ‘‘at the close of business on’’ and immediately prior to the words ‘‘the Closing Date’’;

	(2)	‘‘Actual Sellers Third Party Indebtedness’’ the words: (A) ‘‘and the amount of any applicable prepayment penalties or similar costs or fees set forth in the applicable payoff letter agreed upon by the Sellers’’ immediately after the words ‘‘together with any accrued interest thereon’’ and immediately prior to the words ‘‘) as at the close of business’’ and (B) ‘‘the day immediately prior to’’ immediately after the words ‘‘at the close of business on’’ and immediately prior to the words ‘‘the Closing Date’’;

	(3)	‘‘Certified Closing Date Cash’’ the words ‘‘the day immediately prior to’’ immediately after the words ‘‘at the close of business on’’ and immediately prior to the words ‘‘the Closing Date’’;

	(4)	‘‘Certified Sellers Third Party Indebtedness Amount’’ the words: (A) ‘‘and the amount of any applicable prepayment penalties or similar costs or fees set forth in the applicable payoff letter agreed upon by the Sellers’’ immediately after the words ‘‘together with any accrued interest thereon’’ and immediately prior to the words ‘‘) as at the close of business’’ and (B) ‘‘the day immediately prior to’’ immediately after the words ‘‘at the close of business on’’ and immediately prior to the words ‘‘the Closing Date’’;

	(5)	‘‘Seller Third Party Indebtedness and Cash Letter’’ the words ‘‘the day immediately prior to’’ immediately after the words ‘‘at the close of business on’’ and immediately prior to the words ‘‘the Closing Date’’; and

	(6)	‘‘Sellers Third Party Indebtedness Certificate’’ the words ‘‘Contracts relating to any Sellers Third Party Indebtedness’’ immediately after the words ‘‘true and complete copies of all’’ and immediately prior to the words ‘‘are attached thereto’’ and replacing those deleted words with the words ‘‘primary Contracts (and any material amendments thereto) relating to any Sellers Third Party Indebtedness (other than such Contracts (and such material amendments) relating to the Fingen Sellers Third Party Indebtedness Amount)’’.

	(d)	Subclause (ii) of the first sentence of Section 2.2(a) is hereby amended by deleting the words ‘‘Certified Sellers Third Party Indebtedness Amount’’ immediately after the words ‘‘or cause the Companies to reimburse, the’’ and immediately prior to the period at the end of such sentence and replacing those deleted words with the words ‘‘Fingen Sellers Third Party Indebtedness Amount’’.

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	(e)	Section 2.4(b) of the Agreement is hereby amended:

	(i)	by amending and restating in its entirety the fourth sentence to read as follows:

‘‘The Accounting Firm may not make any determination with respect to any matter not set forth in the Dispute Notice or otherwise previously resolved, and the Accounting Firm’s determination of (i) the Actual Closing Date Working Capital shall not be more than the Closing Date Working Capital set forth in the Dispute Notice or less than the amount of the Closing Date Working Capital set forth in the Preliminary Adjustment Statement, (ii) the Companies’ cash and cash equivalents (including interest earned on cash deposits) as at Closing shall not be more than the amount of the Companies’ cash and cash equivalents (including interest earned on cash deposits) as at Closing set forth in the Dispute Notice or less than the amount of the Companies’ cash and cash equivalents (including interest earned on cash deposits) as at Closing set forth in the Objection Statement (if any) or (iii) the amount of Sellers Third Party Indebtedness (together with any accrued interest thereon) as at Closing shall not be more than the amount of Sellers Third Party Indebtedness (together with any accrued interest thereon) as at Closing set forth in the Objection Statement (if any) or less than the amount of Sellers Third Party Indebtedness (together with any accrued interest thereon) as at Closing set forth in the Dispute Notice.’’; and

	(ii)	by inserting a new tenth sentence to read as follows:

‘‘Notwithstanding anything in this Agreement to the contrary, (i) adjustments to the Sellers Third Party Indebtedness pursuant to this Section 2.4 may include adjustments to the Fingen Sellers Third Party Indebtedness Amount and (ii) upon the determination (in accordance with this Section 2.4) of the Actual Sellers Third Party Indebtedness, each of Fingen S.p.A. and Fingen Apparel (in each case, in its capacity as a lender) shall, and shall cause Fingen International B.V., a company organized and existing under the laws of the Netherlands, in its capacity as a lender, to, issue and deliver to the Purchaser and its Affiliates, an unconditional payoff letter (in a form reasonably satisfactory to the Purchaser) in respect of the Fingen Sellers Third Party Indebtedness Amount.’’.

	(f)	The second sentence of Section 3.1 is hereby amended and restated in its entirety to read as follows: ‘‘With respect to a Company, the Closing shall be deemed to be effective at 11:59 p.m., local time (of the city in which such Company’s principal offices are located), on the Closing Date; provided, that, for each Company, the Closing Date shall be the date of the document(s) delivered by the parties pursuant to Sections 3.2(a)(ii) and 3.2(b)(ii).’’

	(g)	Section 3.2(a)(xvi) of the Agreement is hereby amended and restated in its entirety to read, ‘‘[INTENTIONALLY OMITTED.]’’.

	(h)	Section 3.2(c) is hereby amended and restated in its entirety to read as follows:

‘‘At the Closing, the Purchaser shall pay, or cause to be paid, by wire transfer of immediately available funds to such account or accounts as the Sellers shall specify, (i) the Closing Purchase Price (as determined in accordance with Section 2.2(a)) to the Sellers in amounts consistent with the Allocation Schedule and (ii) the Fingen Sellers Third Party Indebtedness Amount.’’

	(i)	Section 4.6(c) of the Agreement is hereby amended and restated in its entirety to read as follows:

‘‘At Closing, there will be no Sellers Third Party Indebtedness other than (i) Sellers Third Party Indebtedness owing to a Non-Fingen Bank and (ii) the Fingen Sellers Third Party Indebtedness Amount paid by the Purchaser at Closing pursuant to Section 7.16.’’

	(j)	Section 5.6(c) of the Agreement is hereby amended and restated in its entirety to read as follows:

‘‘At Closing, there will be no Jeanswear N.V. Third Party Indebtedness other than (i) Jeanswear N.V Third Party Indebtedness owing to a Non-Fingen Bank and (ii) the Fingen Sellers Third Party Indebtedness Amount paid by the Purchaser at Closing pursuant to Section 7.16.’’

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	(k)	Section 7.10 of the Agreement is hereby amended and restated in its entirety to read as follows:

‘‘Not less that two Business Days prior to the Closing Date, the Jeanswear N.V. Sellers and/or the Retail Sellers (as the case may be) shall, and shall cause their respective Affiliates to, cancel, effective as of the Closing, the authorizations of individuals to draw on, or to have access to, the bank, savings, deposit or custodial accounts and safe deposit boxes maintained by any Company. On the Closing Date (but prior to the Closing), the Jeanswear N.V. Sellers and/or the Retail Sellers (as the case may be) shall, and shall cause their respective Affiliates (including the Companies) to, deliver to such applicable Persons as the Purchaser may designate prior to the Closing, a letter (in a form satisfactory to the Purchaser) requesting authorization of such individuals as the Purchaser may designate to draw on, or to have access to, the bank, savings, deposit or custodial accounts and safe deposit boxes maintained by any Company.’’

	(l)	Section 7.13 of the Agreement is hereby amended and restated in its entirety to read as follows:

‘‘Prior to the Closing, the Jeanswear N.V. Sellers shall, and shall cause their respective Affiliates (including the applicable Jeanswear N.V. Companies) to, in each case, in accordance with applicable Law and the Organizational Documents of such Sellers and their respective Affiliates, (i) take all actions necessary to transfer the Gold Lightening Shares not held by a Company (such Gold Lightening Shares, the ‘Gold Lightening Nominee Shares’) to Jeanswear Asia and (ii) cause Jeanswear Asia not to take any action which would create or suffer to exist any Encumbrance upon the Gold Lightening Nominee Shares or which would otherwise violate the terms and conditions of this Agreement.’’

	(m)	Section 7.16 of the Agreement is hereby amended and restated in its entirety to read as follows:

‘‘Section 7.16 Indebtedness and Performance Bonds. At Closing, the Purchaser and/or their respective Affiliates shall (a) repay all amounts of Sellers Third Party Indebtedness owing by a Company to a Seller (in its capacity as a lender) or Fingen International B.V., a company organized and existing under the laws of the Netherlands, as of the Closing (such amount of Sellers Third Party Indebtedness owing as of the Closing (together with any accrued interest thereon), the ‘Fingen Sellers Third Party Indebtedness Amount’) and (b) cause letters of credit to be issued in favor of each Designated Non-Fingen Bank and deliver a copy of such letters of credit to the Sellers. Within seven Business Days of the Closing Date, the Purchaser shall cause each Non-Fingen Bank to release each guarantee of an Applicable Guarantor in favor of a Non-Fingen Bank. Within 30 days of the Closing Date, the Purchaser shall cause each Performance Bond Beneficiary to release each performance bond or guarantee provided by Fingen S.p.A. with respect to the obligations of any Company to, and in favor of, a Performance Bond Beneficiary.’’

	(n)	A new Schedule 7.16, attached hereto as Annex A, is hereby added to the Agreement.

	(o)	A new Section 7.20 is hereby added to the Agreement to read in its entirety as follows:

‘‘Section 7.20 Fingen Apparel UK Name Change. As soon as practicable after the Closing Date, but in any event within 90 days after the Closing Date, the Purchaser shall cause Fingen Apparel UK to change its name to a name that does not include the word ‘Fingen’ or any word confusingly similar to ‘Fingen’. Upon the effectiveness of such change, the Purchaser shall promptly provide written evidence thereof to the Fingen Sellers. Notwithstanding anything in this Section 7.20 to the contrary, during such 90-day period, the Purchaser shall have the right to use and hold itself out under one or more ‘Fingen’ names for purposes of ensuring an orderly transition of Fingen Apparel UK from the Fingen Sellers to the Purchaser. From and after the Closing, the Fingen Sellers shall have the sole and exclusive ownership of the ‘Fingen’ name and variations and derivatives thereof and the sole and exclusive right against the Purchaser to conduct business under the name ‘Fingen’ and variations and derivatives thereof.’’

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	(p)	Section 9.3(b) of the Agreement is hereby amended and restated in its entirety to read, ‘‘(i) any breach by the Purchaser of any of its agreements, covenants or obligations contained in this Agreement, (ii) any Applicable Guarantor Liability or (iii) any Performance Bond Liability.’’

	(q)	Section 9.7(d) of the Agreement is hereby amended by:

	(i)	deleting the word ‘‘and’’ immediately after the words ‘‘(xi) CKI Transfer Liability’’ and immediately prior to the words ‘‘(xii) any Jeanswear Services International Trading Liability’’ and replacing such deleted word with a comma; and

	(ii)	inserting the words ‘‘, (xiii) any Applicable Guarantor Liability and (xiv) any Performance Bond Liability’’ immediately after the words ‘‘Jeanswear Services International Trading Liability’’ and immediately prior to the words ‘‘(such exceptions to’’.

Section 3. Governing Law; Jurisdiction; Service of Process. This Amendment shall be governed by and construed in accordance with the laws of the State of New York without regard to the rules of conflict of laws of the State of New York (other than Section 5-1401 of the New York General Obligations Law) or any other jurisdiction that would require the application of any other jurisdiction’s laws. The Purchaser and each of the Sellers irrevocably and unconditionally consent to submit to the jurisdiction and venue of any federal court within the City of New York or any state court located in the New York Courts (and of the appropriate appellate courts of such courts) for any action to compel arbitration, for provisional or preliminary relief in aid of arbitration or to prevent irreparable harm prior to the appointment of the arbitral tribunal (and except for an action to enforce a final arbitral award, irrevocably and unconditionally agree not to commence any litigation relating hereto except in such courts) and waive any objection or claim that such party may now or hereafter have to the jurisdiction or venue of such courts or that such litigation was brought in an inconvenient court or forum. Process in any such action may be served on any party hereto anywhere in the world or in accordance with Section 11.1 of the Agreement.

Section 4. Dispute Resolution. Except as otherwise expressly set forth in the Agreement, including Section 2.4 thereof, all Disputes (including Disputes arising out of, or in relation to, the Agreement as amended hereby) shall be finally, exclusively and conclusively settled by binding arbitration, as provided in Section 11.8 of the Agreement, under the International Arbitration Rules of the AAA in effect at the time any such arbitration is commenced, except as modified in this Section 4.

Section 5. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original and all of which shall, taken together, be considered one and the same agreement.

Section 6. Effect. Except as otherwise provided herein, the provisions of the Agreement shall remain unmodified and in full force and effect, and the Sellers and the Purchaser shall continue to perform in accordance with the terms of the Agreement.

[SIGNATURE PAGE TO FOLLOW]

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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the day and year first above written.

WARNACO INC.
By:				/s/ Joseph R. Gromek
				Name: Joseph R. Gromek
				Title: President and Chief Executive Officer
FINGEN APPAREL N.V.
By:				/s/ Gabriele Martini
				Name: Gabriele Martini
				Title: Director
FINGEN S.P.A.
By:				/s/ Cesare Brogi
				Name: Cesare Brogi
				Title: Director and Chief Executive Officer
EURO CORMAR S.P.A.
By:				/s/ Corrado Fratini
				Name: Corrado Fratini
				Title: Chairman and Chief Executive Officer
CALVIN KLEIN, INC.
By:				/s/ Mark Fischer
				Name: Mark Fischer
				Title: Vice President and Secretary

[SIGNATURE PAGE TO AMENDMENT TO STOCK PURCHASE AGREEMENT]

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EX-99.1

	Investor Relations:	Deborah Abraham Director, Investor Relations (212) 287-8289

FOR IMMEDIATE RELEASE

WARNACO COMPLETES ACQUISITION OF LICENSED CALVIN KLEIN^®
BUSINESSES IN EUROPE AND ASIA

NEW YORK — January 31, 2006 — The Warnaco Group, Inc. (NASDAQ: WRNC) announced today that it has completed its acquisition of 100% of the shares of the companies that operate the licenses and related wholesale and retail businesses of Calvin Klein^® jeans and accessories in Europe and Asia and the CK Calvin Klein ‘‘bridge’’ line of sportswear and accessories in Europe.

Based in Florence, Italy, these businesses will be headed by Gaetano Sallorenzo, who recently joined Warnaco as President and CEO of Calvin Klein jeans and sportswear for Europe and Asia. The acquired businesses had revenues of approximately $250 million (based on average exchange rates) for fiscal 2005 and are expected to be accretive to Warnaco’s earnings this year.

ABOUT WARNACO

The Warnaco Group, Inc., headquartered in New York, is a leading apparel company engaged in the business of designing, marketing and selling intimate apparel, menswear, jeanswear, swimwear, men's and women's sportswear and accessories under such owned and licensed brands as Warner's^®, Olga^®, Lejaby^®, Body Nancy Ganz^®, Speedo^®, Anne Cole^®, Op^®, Ocean Pacific^®, Cole of California^® and Catalina^® as well as Chaps^® sportswear and denim, J. Lo by Jennifer Lopez^® lingerie, Nautica^® swimwear, Michael Kors^® swimwear and Calvin Klein^® men's and women's underwear, men's, women's, junior women's and children's jeans and women's and juniors' swimwear.

FORWARD-LOOKING STATEMENTS

This press release, as well as certain other written, electronic and oral disclosure made by the Company from time to time, contains ‘‘forward-looking statements’’ within the meaning of Rule 3b-6 under the Securities Exchange Act of 1934, as amended, Rule 175 under the Securities Act of 1933, as amended, and relevant legal decisions. The forward-looking statements involve risks and uncertainties and reflect, when made, the Company's estimates, objectives, projections, forecasts, plans, strategies, beliefs, intentions, opportunities and expectations, both with respect to its existing businesses and the businesses it has agreed to acquire. Actual results may differ materially from anticipated results or expectations and investors are cautioned not to place undue reliance on any forward-looking statements. Statements other than statements of historical fact are forward-looking statements. These forward-looking statements may be identified by, among other things, the use of forward-looking language, such as the words ‘‘believe,’’ ‘‘anticipate,’’ ‘‘estimate,’’ ‘‘expect,’’ ‘‘intend,’’ ‘‘may,’’ ‘‘project,’’ ‘‘scheduled to,’’ ‘‘seek,’’ ‘‘should,’’ ‘‘will be,’’ ‘‘will continue,’’ ‘‘will likely result,’’ or the negative of those terms, or other similar words and phrases or by discussions of intentions or strategies.

The following factors, among others and in addition to those described in the Company's reports filed with the SEC (including, without limitation, those described under the heading ‘‘Statement Regarding Forward-Looking Disclosure,’’ as it may be modified or supplemented from time to time, in such reports), could cause the Company's actual results to differ materially from those expressed in any forward-looking statements made by it: economic conditions that affect the apparel industry; the Company's failure to anticipate, identify or promptly react to changing trends, styles, or brand preferences; further declines in prices in the apparel industry; declining sales resulting from increased

competition in the Company's markets; increases in the prices of raw materials; events which result in difficulty in procuring or producing the Company's products on a cost-effective basis; the effect of laws and regulations, including those relating to labor, workplace and the environment; changing international trade regulation, including as it relates to the imposition or elimination of quotas on imports of textiles and apparel; the Company's ability to protect its intellectual property or the costs incurred by the Company related thereto; the Company's dependence on a limited number of customers; the Company's dependence on the reputation of its brand names; the Company's exposure to conditions in overseas markets in connection with the Company's foreign operations and the sourcing of products from foreign third-party vendors; the Company's foreign currency exposure; unanticipated internal control deficiencies or weaknesses or ineffective disclosure controls and procedures; the sufficiency of cash to fund operations, including capital expenditures; the limitations on purchases under the Company's share repurchase program contained in the Company's debt instruments, the number of shares that the Company purchases under such program and the prices paid for such shares; the businesses the Company has acquired not generating the level of revenues anticipated; the Company failing to successfully integrate such businesses with its existing businesses, and as a result not achieving all or a substantial portion of the anticipated benefits of the acquisition; and such businesses being adversely affected by one or more of the factors relating to the apparel industry described above and thereby failing to achieve anticipated revenues and earnings growth.

In addition, the Company encourages investors to read the discussion of the Company's critical accounting policies under ‘‘Management's Discussion and Analysis of Financial Condition and Results of Operations — Discussion of Critical Accounting Policies’’ contained in the Company's Annual Report on Form 10-K for the year ended January 1, 2005, as such discussion may be modified or supplemented by subsequent reports that the Company files with the SEC. The discussion in this press release is not exhaustive but is designed to highlight important factors that may affect actual results. Forward-looking statements speak only as of the date on which they are made, and, except for the Company's ongoing obligation under the U.S. federal securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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