Exhibit 10.46


 


TDS FRANCHISING, LLC


500 SOUTH BUENA VISTA STREET


BURBANK, CALIFORNIA  91521


 


April 6,
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:  Extension of Internet Start Date


 


Ladies and Gentlemen:


 


We
refer to the License and Conduct of Business Agreement dated as of November 21,
2004 (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.


 


WHEREAS,
the parties previously entered into a letter agreement which provided that the
Internet Start Date would changed from October 1, 2005 to a date mutually
agreed upon by the parties, but in any event, not later than June 15,
2006; and


 


WHEREAS,
the parties desire to further extend the Internet Start Date beyond June 15,
2006.


 


NOW,
THEREFORE, in consideration of the mutual agreements contained herein, the
parties do hereby agree that, as used in the License Agreement, the Internet
Start Date shall be changed from June 15, 2006 to a date that is mutually
agreed upon in writing by each of TDSF, Hoop USA and Hoop Canada in its
respective business judgment, but in any event, not later than April 1,
2007, provided that, for purposes of Section 7.1.1(II) of the License
Agreement, the Internet Start Date shall remain October 1, 2005.


 


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 with respect to
the Internet Start Date, 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

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  
	
   

  	
  HOOP RETAIL STORES, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Steven Balasiano

  	
   

  	
   

  
	
   

  	
  Name: Steven Balasiano

  	
   

  
	
   

  	
  Title Senior Vice President and Secretary

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HOOP CANADA, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Steven Balasiano

  	
   

  	
   

  
	
   

  	
  Name: Steven 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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