EXHIBIT 10.4


 


TDS FRANCHISING, LLC


500 SOUTH BUENA VISTA STREET


BURBANK, CALIFORNIA 91521


 


August 17, 2005


 


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: New 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.


 


We hereby agree that, as
used in the License Agreement, the Internet Start Date shall be changed from October 1,
2005 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 June 15, 2006, 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

  	
   

  
							



 





















 


[Signature
Page to Letter Regarding Internet Start Date]


 


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

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  HOOP CANADA, INC.,

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Steven Balasiano

  	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Steven
  Balasiano

  	
   

  	
   

  
	
   

  	
   

  
	
  Title:

  	
  Senior
  Vice President

  	
   

  	
   

  
										



 


	
  cc:

  	
   

  	
  Hoop
  Retail Stores, LLC

  Hoop Canada, Inc.

  
	
   

  	
   

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

  
	
   

  	
   

  	
  915
  SecaucusRoad

  
	
   

  	
   

  	
  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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