Exhibit 10.49


 


TDS FRANCHISING, LLC


500 SOUTH BUENA VISTA STREET


BURBANK, CALIFORNIA  91521


 


April 5,
2006


 


Hoop Retail Stores, LLC


Hoop Canada, Inc.

c/o The Children’s Place Retail Stores, Inc.

915 Secaucus Road

Secaucus, New Jersey  07094


Facsimile: (201) 558-2837


Attention:  Chief Financial Officer


 


Re:  Date for Initial Minimum Refurbishment
Commitment


 


Ladies and Gentlemen:


 


We
refer to the License and Conduct of Business Agreement dated as of November 21,
2004 (as amended to date, the “License Agreement”),
by and amongst TDS Franchising, LLC (“TDSF”), Hoop
Retail Stores, LLC, as successor to The Disney Store, LLC (“Hoop USA”), and Hoop Canada, Inc., as successor to The
Disney Store (Canada) Ltd. (“Hoop Canada”). Capitalized
terms used herein without definition shall have the respective meanings
assigned thereto in the License Agreement.


 


We
hereby agree that the first reference to “January 1, 2008” in Section 9.3.5(b) of
the License Agreement shall be changed to “January 1, 2009,” which shall
have the effect of extending the completion date for the Initial Minimum
Refurbishment Commitment by one (1) year.


 


If you
agree with the foregoing, please so indicate by executing this letter in the
place provided below and returning a fully executed original of this letter to
the undersigned, whereupon this letter will be deemed a binding amendment to
the License Agreement. Except as specifically provided herein, all other terms
and conditions of the License Agreement shall not be modified, changed or
amended in any manner whatsoever and shall remain in full force and effect.


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  TDS FRANCHISING, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James M. Kapenstein

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  James M. Kapenstein

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
						



 

















 


[Signature
Page to Letter Regarding Initial Minimum Refurbishment Commitment]


 


	
  ACCEPTED
  AND AGREED TO AS OF THE DATE FIRST SET FORTH ABOVE:

  
	
   

  	
   

  
	
   

  	
  HOOP RETAIL STORES, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Steven Balasiano

  	
   

  	
   

  
	
   

  	
  Name: Steve Balasiano

  	
   

  
	
   

  	
  Title: Senior Vice President and Secretary

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HOOP CANADA, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Steven Balasiano

  	
   

  	
   

  
	
   

  	
  Name: Steve Balasiano

  	
   

  
	
   

  	
  Title: Senior Vice President and Secretary

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  cc:

  	
  Hoop Retail Stores, LLC

  	
   

  
	
   

  	
  Hoop Canada, Inc.

  	
   

  
	
   

  	
  c/o The Children’s Place Retail Stores, Inc.

  	
   

  
	
   

  	
  915 Secaucus Road

  	
   

  
	
   

  	
  Secaucus, New Jersey 07094

  	
   

  
	
   

  	
  Facsimile: (201) 558-2825

  	
   

  
	
   

  	
  Attention: General Counsel

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Stroock &
  Stroock & Lavan LLP

  	
   

  
	
   

  	
  180 Maiden Lane

  	
   

  
	
   

  	
  New York, New
  York 10038

  	
   

  
	
   

  	
  Facsimile: (212)
  806-6006

  	
   

  
	
   

  	
  Attention:
  Jeffrey S. Lowenthal, Esq.

  	
   

  



 


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