Exhibit
10.47


REFURBISHMENT AMENDMENT

TO

LICENSE AND CONDUCT OF BUSINESS AGREEMENT


THIS REFURBISHMENT AMENDMENT TO LICENSE AND CONDUCT OF
BUSINESS AGREEMENT (this “Amendment”)
is entered into on August 29, 2007 (the “Refurbishment
Execution Date”) but effective as of June 6, 2007 (the “Refurbishment Effective Date”), by and
among TDS Franchising, LLC, a California limited liability company (“TDSF”), The Children’s Place Retail Stores,
Inc., a Delaware corporation (“TCP”),
Hoop Retail Stores, LLC, a Delaware limited liability company and successor to
The Disney Store, LLC (“Hoop USA”),
and Hoop Canada, Inc., a Canadian corporation and successor to The Disney Store
(Canada) Ltd. (“Hoop Canada” and,
together with Hoop USA, “Licensee”).


W I T N E S S E T H :


WHEREAS, TDSF and Licensee previously entered into
that certain License and Conduct of Business Agreement dated as of November 21,
2004 (as amended to date, the “License
Agreement”) (capitalized terms used herein shall have the meanings
set forth on Schedule 1 hereto or in the body of this Amendment or, if
no definition is set forth herein, then as set forth in the License Agreement);
and


WHEREAS, pursuant to a letter dated June 6, 2007 (the “Letter”), TDSF, Licensee and TCP agreed to
amend the Refurbishment obligations of Licensee under the License Agreement as
well as certain other provisions of the License Agreement; and


WHEREAS, as contemplated by the Letter, each of TDSF,
Licensee and TCP desires to set forth the terms of the Letter in this Amendment
of the License Agreement, which Amendment, subject to execution by the parties
hereto, supersedes and replaces the Letter (together with any amendments
thereto entered into between the Refurbishment Effective Date and the
Refurbishment Execution Date) in its entirety effective as of the Refurbishment
Effective Date.


NOW, THEREFORE, in consideration of the premises and
the mutual agreements contained herein, in the Letter and in the License
Agreement, the parties hereto agree as follows:


A.            Refurbishment
Program and Amendment of Subparagraphs (i) and (ii) of Section 9.3.5(b) of the
License Agreement.


During the period from the Refurbishment Effective
Date until January 31, 2012 (unless this Amendment is terminated earlier
pursuant to Section G hereof), Licensee’s obligations under subparagraphs (i)
and (ii) of Section 9.3.5(b) of the License Agreement are hereby suspended and
replaced by the provisions of this Section A of this Amendment, provided that,
following January 31, 2012 (or, if earlier, a termination of this Amendment
pursuant to Section G hereof), Licensee’s obligations under subparagraphs (i)
and (ii) of Section 9.3.5(b) of the License Agreement will be automatically
reinstated and deemed to be in full force and effect, without any further
notice or action on the part of TDSF or Licensee.












1.             2007
Model Design.


(a)           No
later than June 27, 2007, Licensee will obtain TDSF’s approval under
Section 9.19.2 of the License Agreement of a new Model Design for Store
Facilities and a new Model Design for Outlet Facilities to be used during 2007
and thereafter through January 31, 2012 (collectively, the “2007 Model Design”). 
By November 30, 2007, Licensee will incorporate into the 2007 Model
Design any desired modifications or scope adjustments requested by TDSF or Licensee
that have been submitted to and approved by TDSF pursuant to
Section 9.19.2 of the License Agreement, which modifications and scope
adjustments will be effective for all Facilities utilizing the 2007 Model
Design with respect to which the Refurbishment or construction commences after
January 1, 2008 or, with respect to any such modifications or scope adjustments
that are substantial in nature, after the earliest, reasonably practicable date
in 2008.  In order to satisfy the June
27, 2007 deadline, the parties will comply with the following submission and
response timeline, each such submission to be subject to the terms of Section
9.19.2 of the License Agreement:


	
  Licensee Submission of Draft
  Facility Designs:

  	
   

  	
  May 16, 2007

  
	
  TDSF Response to
  Draft Facility Designs:

  	
   

  	
  May 31, 2007

  
	
  Licensee
  Submission of Final Facility Designs:

  	
   

  	
  June 13, 2007

  
	
  TDSF Response to
  Final Facility Designs:

  	
   

  	
  June 27, 2007

  



 


(b)           Licensee
will implement the 2007 Model Design in (i) the nine (9) Facilities set forth
on Exhibit 1-A hereto in accordance with the timelines set forth on Exhibit
1-A (provided that, as noted on Exhibit 1-A, Licensee shall be
entitled to implement the P&G Maintenance Plan (rather than the 2007 Model
Design) at the Facility located at Crenshaw Plaza, Crenshaw, California), and
(ii) the eighteen (18) new Facilities set forth on Exhibit 1-B hereto
during either the Contract Year ending January 31, 2008 or the Contract Year
ending January 31, 2009.  Licensee will
be entitled to propose substitutes to the Facilities listed on Exhibit 1-A
or Exhibit 1-B hereto, provided that (1) Licensee will be required to
substitute an existing Facility of the same “type” as the replaced Facility as
set forth on such exhibits, (2) the timeline for any substitute Facility on Exhibit
1-A will remain the same as the timeline for the replaced Facility, unless
otherwise agreed to in writing by TDSF in its sole discretion, and (3) all
substitutions will be subject to TDSF’s approval in its sole discretion.  In addition, Licensee will be entitled to
propose up to four (4) new Facilities other than those set forth on Exhibit
1-B hereto in which to implement the 2007 Model Design during the Contract
Year ending January 31, 2008, subject to Licensee’s compliance with all of the
approval requirements under Section 9.19 of the License Agreement.


(c)           During
the Contract Years ending January 31, 2008, 2009, 2010, 2011 and 2012,
Licensee will implement the 2007 Model Design in the Facilities set forth on Exhibit 2
hereto in accordance with the timeline set forth on such exhibit.


(d)           Licensee
will be entitled to perform its obligations under this Section A.1 by
implementing the 2007 Model Design in either existing or new Facilities,
subject to the limitations set forth in Section 9.3.1(a) of the License
Agreement, which is hereby deleted and replaced in its entirety with the
following (which amendment of Section 9.3.1(a) shall survive the completion of
the Refurbishment program under this Section A indefinitely):



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“9.3.1  (a)  Permitted
Openings.  Subject to the provisions
of Section 9.3.1(c) and Section 9.3.3, Licensee shall be permitted to open
Facilities at locations selected by Licensee without seeking or obtaining TDSF’s
approval of such locations as follows (collectively, the “Permitted Openings”): (i) during the Stub
Period and the first (1st)
and second (2nd) Contract
Years (ending January 31, 2006 and 2007, respectively), Licensee shall be
permitted to open up to (but not more than) fifteen (15) Facilities in the aggregate
at locations selected by Licensee, provided, that (A) the aggregate
number of such Facilities opened by Licensee during the Stub Period and the
first (1st) Contract
Year shall not exceed seven (7) and (B) the aggregate amount of liability
under each lease for each such Facility (consisting of base rent, percentage
rent, common area maintenance charges, taxes and other comparable payment
obligations) during the full term of such lease entered into during the Stub
Period or the first (1st) or
second (2nd) Contract
Year shall not exceed Five Million Dollars ($5,000,000) per lease with respect
to more than ten (10) of such Facilities or Seven Million Five Hundred Thousand
Dollars ($7,500,000) with respect to any lease for any such Facility; (ii)
during the third (3rd) Contract Year (ending January 31, 2008), Licensee
shall be permitted to open any or all of the eighteen (18) new Facilities set
forth on Exhibit 1-B hereto; (iii) during each of the fourth
(4th), fifth (5th), sixth (6th) and seventh (7th) Contract Years (ending
January 31, 2009, 2010, 2011 and 2012, respectively), Licensee shall be
permitted to open up to (but not more than) twenty-five (25) new
Facilities at locations selected by Licensee, provided that, during the fourth
(4th) Contract Year, Licensee shall open any of the eighteen (18) new
Facilities set forth on Exhibit 1-B hereto that were not opened
during the third (3rd) Contract Year (provided that any unused portion of such
allotment in any such Contract Year may be rolled over to the next succeeding
Contract Year so long as the maximum number of new Facilities in any Contract
Year set forth in this subparagraph (iii), including roll-overs, will not
exceed thirty (30)); and (iv) during the eighth (8th) Contract Year (ending January 31, 2013)
and each Contract Year thereafter, Licensee shall be permitted to open up to
(but not more than) twenty percent (20%) of the number of Facilities operated
by Licensee on the first day of each such Contract Year at locations selected
by Licensee, provided that (I) in the event that Licensee does not open
the maximum number of Facilities permitted by this subparagraph (iv) in a
particular Contract Year (the “Permitted
Openings Measurement Year”), the number of Facilities that Licensee
shall be permitted to open at locations selected by Licensee in the next
Contract Year shall be increased by the lesser of (x) the number of Facilities
so permitted but not opened during the Permitted Openings Measurement Year and
(y) five percent (5%) of the number of Facilities operated by Licensee on the
first day of the Permitted Openings Measurement Year and (II) during any
Contract Year in which Licensee is not in full compliance with all
Refurbishment, retrofit, remodel, refresh, enhancement and maintenance
obligations hereunder, the number of Facilities that Licensee shall be
permitted to open at locations selected by Licensee during such Contract Year
pursuant to this subparagraph (iv) shall be limited to twenty-five (25).  For purposes of clarification, the number of Permitted
Openings permitted by this Section 9.3.1(a) shall be in addition to (1) Lease
Extension Arrangements with respect to Facilities already operating during the
applicable Contract Year, and (2) replacements of any Facilities that are
closed during the applicable Contract Year (excluding replacements of Non-Core
Stores unless a new Facility replacing any such Non-Core Store shall be opened
in the same Shopping Mall, Select Street Location or Qualifying Strip Center as
the closed Non-Core Store).  Thus, by way
of example and not limitation, if, at the beginning of the eighth (8th)
Contract Year, Licensee operated three hundred (300) Facilities, and if, during
such eighth (8th) Contract Year, Licensee 



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entered into Lease
Extension Arrangements to renew expiring Lease Agreements for ten (10) of such
Facilities and closed five (5) Facilities in accordance with the terms of this
Agreement, Licensee would be permitted to select the locations at which to open
five (5) new Facilities to replace the five (5) closed Facilities plus sixty
(60) additional locations pursuant to subparagraph (iv) of this Section
9.3.1(a), in each case without seeking or obtaining TDSF’s approval of such
locations.”


(e)           Without limiting any other term contained in
this Section A.1, for each Facility subject to this Section A.1, Licensee
will comply with all of the approval requirements under Section 9.19 of
the License Agreement, including, without limitation, the submission for TDSF’s
approval of the budget and background information required under
Section 9.19.2(a) and all construction Contracts under
Section 9.19.3.


2.             Retrofit Plan for Mickey Facilities.


(a)           No later than July 5, 2007, Licensee will
(i) conduct and deliver to TDSF a written review of all existing Facilities
bearing the “Mickey” design (excluding those “Mickey” design Facilities that
will be Refurbished under the preceding Section A.1) and the “Castle”
design (if such “Castle” design was constructed by Licensee after the date of
the License Agreement) (collectively, including such “Castle” design
Facilities, the “Mickey Stores”), which review will
be based on the information contained in the Gear Management report previously
submitted by TDSF to Licensee and such additional information as is reasonably
related thereto, and (ii) based on such review, prepare and deliver to TDSF an
enhanced maintenance, remodel and retrofit plan for the Mickey Stores (the “Mickey Retrofit Plan”). 
The parties agree that the Mickey Retrofit Plan will be implemented at
all Mickey Stores (other than the two (2) identified on Exhibit 3
hereto) in accordance with the following schedule:  The Mickey Retrofit Plan will be completed at
(x) a minimum of five (5) Mickey Stores by December 31, 2007, (y) a
minimum of fourteen (14) additional Mickey Stores by March 31, 2008 (i.e., a
total of nineteen (19) by March 31, 2008), and (z) all remaining Mickey Stores
by June 30, 2008.  The Mickey Retrofit
Plan will be deemed to include such implementation schedule, which will
supersede and replace any other implementation schedule that may have been
submitted by Licensee as part of the Mickey Retrofit Plan.  Licensee will also submit construction
timelines for each Mickey Store consistent with the foregoing implementation
schedule, which construction timelines, subject to the written approval of TDSF
in its sole discretion, shall also become part of the Mickey Retrofit Plan and
will supersede and replace any other construction timelines that may have been
submitted by Licensee as part of the Mickey Retrofit Plan.  In the event Licensee desires at any time to
modify any such construction timeline (but still consistent with the foregoing
implementation schedule for the Mickey Stores), Licensee may submit such
proposed modification to TDSF for approval, which approval shall be granted or
denied by TDSF in writing in its sole discretion, and any such modification
that is so approved by TDSF shall be deemed to be incorporated into the Mickey
Retrofit Plan.


(b)           Subject to TDSF’s approval of the Mickey
Retrofit Plan pursuant to Section 9.19.2 of the License Agreement,
Licensee will implement the Mickey Retrofit Plan at two (2) Mickey Stores
on a test basis as set forth on Exhibit 3 hereto and in accordance
with the timeline set forth on such exhibit and, subject to TDSF’s approval
pursuant to Section 9.19.2 of the License Agreement, will incorporate
therein any desired modifications or scope adjustments 



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based on such test sites. 
Thereafter, Licensee will implement the Mickey Retrofit Plan in
accordance with the implementation schedule described in the preceding
subparagraph (a).


(c)           Without limiting any other term contained in
this Section A.2, for each Mickey Store included in the Mickey Retrofit
Plan, Licensee will comply with all of the approval requirements under Section 9.19
of the License Agreement, including, without limitation, the submission for
TDSF’s approval of the Design Proposal, budget and background information
required under Section 9.19.2(a) and all construction Contracts under
Section 9.19.3.


3.             Maintenance Plan for Pink & Green
Facilities.


(a)           Licensee will conduct a review of all
existing Facilities bearing the “Pink & Green” design and the “Castle”
design (if such “Castle” design was constructed prior to the date of the
License Agreement) (collectively, including such “Castle” design Facilities,
the “P&G Stores”).  Such review will be based on the condition of
each P&G Store and, as applicable, the shopping mall condition, planned
shopping mall improvements and planned closures.


(b)           Based on such review, Licensee will prepare
and deliver to TDSF enhanced maintenance and remodel plans for the P&G
Stores, which will include, without limitation, carpet replacement, media wall
repairs, cleaning, and fixture and theming repair (excluding animatronics) (the
“P&G Maintenance Plan”).  The P&G Maintenance Plan will be
delivered to TDSF with respect to at least one-half (1/2) of the P&G Stores
by July 17, 2007 and with respect to the remainder by September 15, 2007.  In addition, subject to any required TDSF
approvals under Section 9.19 of the License Agreement, Licensee will implement
an enhanced maintenance and remodel of the two (2) P&G Stores set
forth on Exhibit 4 hereto on a test basis and in accordance with
the timeline set forth on such exhibit. 
Subject to TDSF’s approval pursuant to Section 9.19.2 of the
License Agreement, Licensee will incorporate into the P&G Maintenance Plan
any modifications or scope adjustments requested by TDSF or Licensee based on
such test sites.  The P&G Maintenance
Plan will be implemented at a minimum of one-half of the P&G Stores
during the period from August 1, 2007 to March 31, 2008 and at all
remaining P&G Stores during the period from April 1, 2008 to
June 30, 2008, which implementation schedule is deemed to be included in the
P&G Maintenance Plan (notwithstanding anything to the contrary that may
have been submitted by Licensee as part of the P&G Maintenance Plan).  Licensee will be entitled, by providing
written notice to TDSF, to move one or more P&G Stores between these two
time periods, provided that Licensee shall nonetheless still implement the
P&G Maintenance Plan at a minimum of one-half of the P&G Stores by
March 31, 2008 and at the remainder by June 30, 2008.  In addition, with respect to any P&G
Store, Licensee may elect to implement the 2007 Model Design rather than the
P&G Maintenance Plan (in which case the requirement to implement the
P&G Maintenance Plan with respect to such P&G Store will be deemed to
be complied with by Licensee by implementation of the 2007 Model Design
instead), provided that (i) Licensee commences the implementation of the 2007
Model Design at such P&G Store within the time period otherwise required
for the completion of the P&G Maintenance Plan at such P&G Store, (ii)
Licensee informs TDSF in writing of such election and of the completion date
for the implementation of the 2007 Model Design at such P&G Store, and TDSF
approves such completion date in its sole discretion, and (iii) the completion
of the 2007 



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Model Design at such P&G Store by such approved completion date
will be deemed to be a new, distinct, separate and binding obligation of
Licensee hereunder.


(c)           Licensee will obtain TDSF’s final approval
of the P&G Maintenance Plan, together with any modifications or scope
adjustments thereto, by September 30, 2007. 
Once approved by TDSF in its sole discretion, Licensee will implement
the P&G Maintenance Plan in accordance with the implementation schedule
described in the preceding subparagraph (b).


(d)           Without
limiting any other term contained in this Section A.3, for each P&G
Store included in the P&G Maintenance Plan (or at which the 2007 Model
Design will be implemented, if applicable), Licensee will comply with all of
the approval requirements under Section 9.19 of the License Agreement,
including, without limitation, the submission for TDSF’s approval of the Design
Proposal, budget and background information required under
Section 9.19.2(a) and all construction Contracts under
Section 9.19.3.


4.             Michigan
Avenue Store Remodel.


No later than
May 31, 2007, Licensee will prepare and deliver to TDSF a refresh and
enhancement plan for the Michigan Avenue
Store, which will require an aggregate capital expenditure investment of
not less than Two Hundred Thousand Dollars ($200,000).  Such plan will be subject to the approval of
TDSF pursuant to Section 9.19.2 of the License Agreement.  Once approved by TDSF, Licensee will complete
such refresh and enhancement of the Michigan Avenue Store by October 31, 2007.


5.             Board
Approval.


TCP and
Licensee hereby represent and warrant to TDSF that, prior to the execution of
the Letter by TCP and Licensee, the Boards of Directors of each of TCP and
Licensee specifically authorized and approved (i) the Refurbishments,
retrofits, remodels, refreshes, enhancements and maintenance of the Facilities
set forth in this Section A in accordance with the provisions contained
herein, (ii) capital expenditures of One Hundred Seventy-Five
Million Dollars ($175,000,000) in connection therewith during the period of
time commencing on the Refurbishment Effective Date and continuing through and
including the Contract Year ending January 31, 2012 (based on the
estimated costs set forth in Exhibit 5 hereto), and (iii) a
sources and uses table approved by TDSF setting forth the specific sources of
all funds anticipated to be used in connection with Licensee’s performance of
such obligations.


6.             Certification
of Compliance.


Within thirty
(30) days following the end of each Fiscal Quarter of Licensee beginning with
the Fiscal Quarter in which the Refurbishment Effective Date occurred, TCP and
Licensee will provide a written certification (the “Quarterly Compliance Certification”) to TDSF stating that
Licensee has complied with all of its Refurbishment, retrofit, remodel,
refresh, enhancement and maintenance obligations under the License Agreement
(subject to the first paragraph of this Section A), the Michigan Purchase
Agreement, the Outlet Acquisition Agreement and any other related agreements
entered into in connection therewith, including and specifically referencing
those obligations set forth in this Section A, except with respect to any 



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non-compliance that is specifically described in any such Quarterly
Compliance Certification in sufficient detail for TDSF to understand the nature
and extent of such non-compliance.  Each
Quarterly Compliance Certification will be duly executed by the Chief Financial
Officer(s) of each of TCP and Licensee, provided that such Chief Financial
Officer(s) will not have personal liability for the Quarterly Compliance
Certifications.  Each of TCP and Licensee
will be responsible for and jointly and severally liable for the truth and
accuracy of the Quarterly Compliance Certifications.


7.             General
Terms Pertaining to Refurbishment Obligations.


(a)           To
the extent the approval of TDSF is required in connection with the
Refurbishment, retrofit, remodel, refresh, enhancement and maintenance program
set forth in this Section A (whether pursuant to this Section A or any
provision of the License Agreement), TDSF’s grant of an “approval with comments”
will be deemed to constitute an approval for such purposes so long as, within
five (5) Business Days following Licensee’s receipt thereof, Licensee shall in
writing accept all of such comments and agree to fully comply therewith.


(b)           All
timelines and deadlines contained herein constitute firm commitments from
Licensee, with no right to any extensions based on any required landlord
consents, governmental permits, unforeseeable events or other variables or
contingencies that may occur during the course of the refurbishment and
renovation activities contemplated hereby, all of which variables and
contingencies must be taken into account by Licensee as part of its planning to
satisfy the required timelines and deadlines.


B.            Amendment
of Section 7.1.2 of the License Agreement.


Section 7.1.2 of the License Agreement is hereby
amended by adding the following at the end thereof:


“Notwithstanding the foregoing provisions of this
Section 7.1.2, for any Non-Core Store with respect to which the original
Lease Agreement has been or is renewed or extended pursuant to a Long-Term
Lease, the full Monthly Facilities Royalty Amount of five percent (5%) shall
become payable with respect to Net Retail Sales from such Non-Core Store (if it
had not previously become payable under the other provisions of this Section
7.1.2) effective as of the later to occur of (i) the Non-Core Required
Refurbishment Date for such Non-Core Store or (ii) February 4, 2007, unless, by
the Non-Core Required Refurbishment Date for such Non-Core Store, such Non-Core
Store has been Refurbished (in which event the other provisions of this Section
7.1.2 shall be controlling); provided that this sentence shall not apply
to the Michigan Avenue Store or to the Facility located on Post Street, San
Francisco, California or the Facility in the Crenshaw Plaza, Crenshaw,
California.  The preceding sentence shall
be deemed to be effective as of February 4, 2007.”


C.            Amendments
Pertaining to Section 6 of the License Agreement.


1.             Section
6.1.1 of the License Agreement is hereby amended by replacing subparagraph (a)
thereof with the following:



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“(a) the “flagship”
and studio stores located at (i) 711 Fifth Avenue, New York, New York,
which exists as of the Effective Date and operates under the name “World of Disney”, provided that, at any
time and from time to time TDSF and its Affiliates may elect, in their sole
discretion, to rename such store and/or to replace such store (and replace any
replacement of such store) by relocating such store (and any replacement of
such store) to any location within the area between 38th Street and 60th Street and between Park Avenue and Tenth
Avenue within the Borough of Manhattan, New York, New York (and provided that
any such existing store and any such replacement store may co-exist
concurrently for a reasonably limited period of time during any transition from
any such existing store to any such replacement store), and (ii) 500 South
Buena Vista Street, Burbank, California (Disney Studio Lot) existing as of the
Effective Date and operating under the “Disney
Store” name (collectively, the “TDSF
Flagship Stores”),”


2.             Section
6.2.2 of the License Agreement is hereby deleted and replaced in its entirety
with the following:


“6.2.2      In addition to the provisions
of Section 6.2.1, TDSF’s and its Affiliates’ right to grant one (1) or more DTR
Licenses with respect to any and all categories of consumer products to one (1)
or more chains of Children’s Specialty Retail Stores shall be subject to the
following limitations:


(a)           During
the Term, (i) at least fourteen (14) Business Days prior to granting or
voluntarily renewing any DTR License authorizing one (1) or more
Property-Product Combinations to a chain of Children’s Specialty Retail Stores,
TDSF or any such Affiliate shall provide to Licensee written notice of its
desire to so grant or voluntarily renew such DTR License (the “DTR Notice”), which DTR Notice shall set
forth (x) the approximate proposed initial term and renewal term(s), if any, of
such DTR License and only such additional material non-economic, non-financial
terms or information of such DTR License as are necessary to enable Licensee to
perform the calculations required pursuant to this Section 6.2.2(a) (without
any requirement to identify by name the entity potentially entering into such
DTR License) and (y) the aggregate Licensee Percent LTM Sales for all
Property-Product Combinations authorized under all other DTR Licenses granted
to chains of Children’s Specialty Retail Stores by TDSF or its Affiliates after
the Effective Date but prior to the date of such DTR Notice that remain in
effect at the time of such DTR Notice (and that will remain in effect at the
time the proposed new DTR License to a chain of Children’s Specialty Retail
Stores will be granted) as such Licensee Percent LTM Sales were originally
calculated at the time such other DTR Licenses were granted or voluntarily
renewed (i.e., not the Licensee Percent LTM Sales for the Property-Product
Combinations authorized under such other DTR Licenses at the time of such DTR
Notice for the proposed new DTR License) (“Pre-Existing
Percent LTM Sales”), and (ii) TDSF and its Affiliates shall not so
grant or voluntarily renew the DTR License described in such DTR Notice if, at
the time of such DTR Notice, the Licensee Percent LTM Sales for the
Property-Product Combination(s) to be authorized under such DTR License,
together with the Pre-Existing Percent LTM Sales, would in the aggregate exceed
(A) during the Stub Period and each of the first (1st) and second (2nd)
Contract Years, ten percent (10%); (B) during each of the third (3rd) and
fourth (4th) Contract Years, twenty percent (20%); and (C) during the fifth
(5th) Contract year and each Contract Year thereafter, thirty percent (30%);
provided, that (xx) the preceding subparagraphs (i) and (ii) of this Section
6.2.2(a) shall apply only in the case of any such voluntary renewal following
the expiration date of the applicable DTR License as provided 



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under the
terms thereof and shall not under any circumstances apply in the case of any
such renewal that is automatic under, or otherwise required or permitted
(including, without limitation, upon the exercise of any option or right to
renew or extend for any specified period(s) of time) by, the terms of such DTR
License and (yy) for purposes of clarification, (1) if any such DTR License to
be granted by TDSF or its Affiliates to a chain of Children’s Specialty Retail
Stores does not provide for a license with respect to any of the DTR Product
Categories or (2) if any such DTR License to be granted by TDSF or its
Affiliates to a chain of Children’s Specialty Retail Stores does not provide
for a license with respect to any of the Character Properties or (3) if any
such DTR License is to be granted to a Specialty Retail Store but such
Specialty Retail Store does not qualify as a Children’s Specialty Retail Store,
then in any such case the provisions of this Section 6.2.2 shall not be
applicable to such DTR License nor limit, restrict or otherwise prohibit such
DTR License in any manner whatsoever;


(b)           During
the Initial Term, TDSF and its Affiliates shall not grant to any individual
chain of Children’s Specialty Retail Stores any DTR License (or, in connection
therewith, enter into any related Contract or authorization) authorizing the
use of any individual Character Property in connection with more than six (6)
DTR Product Categories, provided, that Licensee acknowledges and agrees that
this Section 6.2.2(b) shall not, and shall not be deemed to, limit, restrict or
otherwise prohibit TDSF and/or its Affiliates in any manner whatsoever from
granting DTR Licenses to more than one (1) chain of Children’s Specialty Retail
Stores, which DTR Licenses may taken together authorize the use of any
individual Character Property in connection with more than six (6) DTR Product
Categories;


(c)           During
the Term, TDSF and its Affiliates shall not grant to any chain of Children’s
Specialty Retail Stores any DTR License (or, in connection therewith, enter
into any related Contract or authorization) authorizing the use, in connection
with any DTR Product Category, of any Character Property that was introduced to
the public within the Territory for the first time during the six (6) Retail
Months immediately preceding the date on which such DTR License is granted
unless such Character Property is derived from or based on or featured or
displayed in, in whole or in part, directly or indirectly, (i) any
Disney-Branded Property existing as of the Effective Date or, if introduced
after the Effective Date, that has been in use within the Territory for at
least six (6) Retail Months or (ii) any Motion Picture Property that is derived
from or based on or is a sequel to any other Motion Picture Property; provided
that, with respect to any Character Property to which the restriction contained
in this Section 6.2.2(c) would otherwise apply, such restriction shall not
apply and shall be rendered null and void unless, at least sixty (60) days
prior to the first introduction of such Character Property to the general
public, Licensee shall have submitted to TDSF a written, reasonably detailed
merchandising and sales plan with respect to Disney Merchandise featuring such
Character Property, together with a written certification from the Chief Financial
Officer of Licensee and TCP stating that, in the good faith, reasonable
judgment of such person(s), sales of Disney Merchandise that feature such
Character Property will exceed five percent (5%) of the Net Retail Sales
generated by all of the Facilities during the period commencing on the date
that is one (1) week prior to the first introduction of such Character Property
to the general public and ending eight (8) weeks thereafter; and


(d)           During
the Term, each DTR License granted by TDSF or any of its Affiliates to any
chain of Children’s Specialty Retail Stores that is subject to the provisions
of 



 9
 








this Section
6.2.2 shall include a provision expressly prohibiting the use of any Character
Properties authorized for use thereunder in a manner that is not authorized
thereby or does not comply therewith; provided, that, in the event such express
prohibition is breached or violated by such chain of Children’s Specialty
Retail Stores or any Children’s Specialty Retail Store therein, TDSF or such
Affiliate shall determine in its sole discretion whether, to what extent and in
what manner, if any, to enforce such express prohibition, and Licensee shall
have no recourse or remedy nor be entitled to any abatement or reduction of any
payments or other obligations hereunder on account of such unauthorized or
non-compliant use by such chain of Children’s Specialty Retail Stores or such
Children’s Specialty Retail Store therein or any determination to enforce (in
whole or in part) or not enforce (in any manner whatsoever, in whole or in
part) such prohibition that is made by TDSF or such Affiliate with respect
thereto;”


3.             Section
6.2.4 of the License Agreement is hereby deleted and replaced in its entirety
with the following:


“6.2.4      For purposes of
clarification, the limitations set forth in the preceding Sections 6.2.2 and
6.2.3 shall not, under any circumstances, apply to or be deemed to apply to (i)
any Non-Disney-Branded Properties; (ii) any consumer products offered for sale
by any Mass Merchandiser or Children’s Specialty Retail Store that are acquired
by such retailer by any means other than by a DTR License (“Non-DTR Products”) (e.g., consumer
products acquired by a Children’s Specialty Retail Store from another licensee
of TDSF or its Affiliates would not be subject to such limitations), provided,
that, if seventy percent (70%) or more of the gross leaseable square feet of
any Walled Store-Within-a-Store or unwalled Store-Within-a-Store Format within
a physical retail store operated by a Mass Merchandiser is occupied by
Softlines and/or Toys/Plush that bear, feature or incorporate any Character
Property and are produced under a General DTR License granted by TDSF or any of
its Affiliates to such Mass Merchandiser, any Non-DTR Products that bear,
feature or incorporate one (1) or more Disney-Branded Properties and that
occupy any portion of such Walled Store-Within-a-Store or unwalled
Store-Within-a-Store Format shall be included among the consumer products
aggregated into such Walled Store-Within-a-Store or unwalled
Store-Within-a-Store Format for purposes of calculating the size of such Walled
Store-Within-a-Store or unwalled Store-Within-a-Store Format pursuant to
Section 6.2.3; (iii) digital video discs, home videos or other comparable forms
of home entertainment products; or (iv) any DTR License with respect to
Disney-Branded Properties previously granted to any chain of Specialty Retail
Stores and existing as of the Effective Date (“Existing DTR Licenses” and any such Existing DTR License with
a Children’s Specialty Retail Store, an “Existing
Children’s DTR License”), including, without limitation, any such
DTR License with respect to one (1) or more DTR Product Categories set forth on
Schedule 6.2.4, and any such Existing Children’s DTR Licenses shall be
excluded for purposes of the calculations required pursuant to Section
6.2.2(a), provided, that, (a) following the Effective Date, under no
circumstances shall any such Existing DTR License with respect to
Disney-Branded Properties and pertaining to one (1) or more DTR Product
Categories previously granted to any chain of Children’s Specialty Retail
Stores described in this subparagraph (iv) that would violate the terms of
either of Sections 6.2.2 or 6.2.3 be extended or voluntarily renewed following
the expiration date of any such Existing Children’s DTR License as provided
under the terms thereof unless such extension or renewal is automatic under, or
otherwise required or permitted (including, without limitation, upon the
exercise of any option or right to renew or extend for any specified period(s)
of time) by, the terms of such Existing 



 10
 








Children’s DTR License, and (b) in the event that any such Existing
Children’s DTR License with respect to Disney-Branded Properties and pertaining
to one (1) or more DTR Product Categories previously granted to any chain of
Children’s Specialty Retail Stores described in this subparagraph (iv) is
extended or voluntarily renewed following the expiration date thereof as
provided under the terms of such Existing Children’s DTR License (other than
any such extension or renewal that is automatic under, or otherwise required or
permitted (including, without limitation, upon the exercise of any option or
right to renew or extend for any specified period(s) of time) by, the terms of
such Existing Children’s DTR License), such Existing Children’s DTR License
shall be included for purposes of the calculations required pursuant to Section
6.2.2(a).  For purposes of clarification,
the Existing DTR Licenses set forth on Schedule 6.2.4 reflect TDSF’s
good faith efforts to identify all Existing DTR Licenses with respect to
Disney-Branded Properties and pertaining to one (1) or more DTR Product
Categories previously granted to any chain of Specialty Retail Stores and
existing as of the Effective Date, but Schedule 6.2.4 shall not be
deemed to be an exhaustive list of all such Existing DTR Licenses and the
omission of any such Existing DTR License from such Schedule 6.2.4 shall
not be or be deemed to be a breach by TDSF of this Section 6.2.4 or any other
provision of this Agreement, and no representation or warranty is made or
deemed to be made hereby with respect to the completeness or accuracy of Schedule
6.2.4.”


4.             The
definitions of “Licensee Percent LTM Sales,” “Property-Product Combination” and
“Specialty Retail Store” in the License Agreement are hereby deleted and
replaced in their entirety with the following:


“Licensee Percent LTM Sales” shall mean,
with respect to any proposed new DTR License to be granted by TDSF or its
Affiliates after the Effective Date to a chain of Children’s Specialty Retail
Stores, the percentage of Licensee’s Net Retail Sales derived, during the full
twelve (12) Retail Month period completed immediately preceding the Retail
Month in which the DTR Notice pertaining to such proposed new DTR License is
provided, from a particular Property-Product Combination authorized or to be
authorized under such DTR License.”


“Property-Product Combination” shall mean,
with respect to a DTR License granted to a chain of Children’s Specialty Retail
Stores by TDSF or its Affiliates, the combination of (i) a particular Character
Property authorized to be used under such DTR License and (ii) a particular DTR
Product Category in connection with which such particular Character Property is
authorized to be used under such DTR License.”


“Specialty Retail Store” shall mean a retail
store that, within the Territory, is known, identified, promoted or held out to
the public as being part of a chain of retail stores with the following
elements and characteristics:  (i) all
stores in the chain within the Territory operate under the same nationally or
regionally recognizable brand name (regardless of whether such stores are
operated by one owner or by different franchisees), (ii) the chain consists of more
than eighty (80) retail stores within the Territory (or, for purposes of the
limitations on DTR Licenses granted by TDSF and/or its Affiliates to one (1) or
more chains of Children’s Specialty Retail Stores set forth in Section 6.2.2,
the chain of Children’s Specialty Retail Stores consists of more than sixty
(60) retail stores within the Territory), (iii) the average size of stores
within the chain within the Territory is less than twenty thousand (20,000)
gross leaseable square feet, (iv) all 



 11
 








stores within the chain within the Territory primarily offer Softlines
and/or Hardlines with a specific emphasis on one category or type of consumer
product (e.g., apparel, cookware, electronics, music, etc.) as opposed
to a wide variety of consumer products organized by department or otherwise,
such as in a Department Store, and (v) the stores within the chain within the
Territory generally offer merchandise on a full-retail pricing model rather
than a discount or warehouse pricing model, except for periodic promotional and
seasonal sales.”


5.             The
following definition of “Children’s Specialty Retail Store” is hereby added to
the License Agreement:


“Children’s Specialty Retail Store” shall
mean a Specialty Retail Store that, within the Territory, is primarily focused
on the offer, sale and promotion of Softlines and/or Hardlines for use by
children up to and including fourteen (14) years of age, even though a portion
of its product offerings may consist of products and merchandise designed for
individuals older than fourteen (14) years of age.  As of the Effective Date, examples of “Children’s
Specialty Retail Stores” shall be deemed to include Gap Kids, Baby Gap, Pottery
Barn Kids, Gymboree, The Children’s Place, Pumpkin Patch, Janie and Jack, and
Carters.”


6.             Schedule
1(c) of the License Agreement is hereby deleted and replaced in its entirety
with Exhibit 6 hereto, and Schedule 6.2.4 of the License Agreement
is hereby amended by deleting the following sentence therefrom:


“Notwithstanding
anything to the contrary contained in the Agreement, the Limited Too DTR
License described above shall be deemed to be included for purposes of the
calculations required pursuant to Section 6.2.2(a) of the Agreement.”


7.             The
parties hereby agree that, for purposes of calculating Pre-Existing Percent LTM
Sales under Section 6.2.2(a) of the License Agreement, from and after the
Refurbishment Effective Date, (i) DTR Licenses granted to Fossil, Swarovski and
Payless Shoe Stores will be specifically excluded from such calculations, and (ii)
the only DTR License existing as of the Refurbishment Effective Date that may
potentially be included in such calculation is the DTR License granted to
Stride Rite/Robeez, provided that, in the case of such DTR License, (x) such
DTR License remains in effect at the time any proposed new DTR License to a
chain of Children’s Specialty Retail Stores is granted and (y) this
subparagraph (ii) does not constitute an admission or acknowledgement by TDSF
that Stride Rite/Robeez does or will constitute a “Children’s Specialty Retail
Store” hereunder at the time any proposed new DTR License to a chain of
Children’s Specialty Retail Stores is granted in the future, which
determination will be made at such time.


D.            Amendment
of Section 9.6.1 of the License Agreement.


Section 9.6.1 of the License Agreement is hereby
amended by adding the following at the end thereof:


“No later than December 31, 2007, Licensee will
conduct consumer research regarding the shopping behavior of customers of the
Outlet Facilities, with the format, content, methodology and all other elements
and components of such consumer research to be subject to 



 12
 








the approval of TDSF in its sole discretion and the
results of such consumer research to be presented by Licensee to TDSF in such
form and format as TDSF may request in its business judgment.  If the results of such consumer research
indicate that a differentiated merchandise plan for the Outlet Facilities will
be likely to improve the performance of such Facilities or will otherwise be
advantageous as determined by TDSF in its business judgment, Licensee will
(i) during 2008, develop a merchandising plan for the Outlet Facilities
that is differentiated from the Store Facilities, which plan will be subject to
the approval of each of Licensee and TDSF in its respective business judgment,
and establish the manufacturing, administrative and distribution infrastructure
necessary to implement such merchandising plan, and (ii) no later than
February 1, 2009, implement such merchandising plan in all of the Outlet
Facilities.”


E.             Amendment
of Section 5.1.3(h) of the License Agreement.


Section 5.1.3(h) of the License Agreement is
hereby deleted and replaced in its entirety with the following:


“(h)         In
the event that Licensee demonstrates, to the satisfaction of TDSF in its
business judgment, that a Disney-Branded Property proposed to be featured on or
incorporated in any SKU of any Article submitted by Licensee to TDSF for
approval under this Section 5.1 is, at the time of such submission, featured on
or incorporated in a consumer product of the exact same type as such submitted
Article, which consumer product is available for retail purchase either (1) from TWDC or its Affiliates
through DISNEYLAND Resort and/or WALT DISNEY WORLD Resort (excluding souvenirs
offered through DISNEYLAND Resort and/or WALT DISNEY WORLD Resort), (2) from
an Other Disney Store Operator in
Europe, or (3) from Department Stores or Specialty Retail Stores within
the Territory that offer such consumer product that has been manufactured by
TWDC’s third party licensees, then TDSF shall not withhold its approval of the
use of such Disney-Branded Property on such SKU of such Article proposed by
Licensee, provided, that, (i) if such Disney-Branded Property is,
at the time of such submission, featured on a consumer product that is
available for purchase from an Other Disney Store Operator in Europe, TDSF may, in its sole
discretion, impose conditions or other restrictions in connection with such
approval of the use of such Disney-Branded Property on such SKU of such
Article by Licensee within the Territory based on such considerations and
factors relating to the Territory as TDSF may deem relevant in its sole
discretion, including, without limitation, release schedules for entertainment
properties within the Territory, overexposure and underexposure of particular
Disney-Branded Properties within the Territory and other factors relating to
the timing of the introduction of such SKU of such Article within the
Territory, and (ii) Licensee shall nonetheless be required to obtain all
other approvals from TDSF required pursuant to this Section 5.1,
including, without limitation, approval of the form, style and manner in which
such Disney-Branded Property is used in connection with such SKU of such
Article.  If Licensee believes any
submission to TDSF is made in accordance with this Section 5.1.3(h), Licensee
shall so indicate to TDSF in writing at the same time Licensee submits
Conceptual Materials to TDSF in accordance with Section 5.1.1.”


F.             Amendment
of Section 16 of the License Agreement.


1.             Section 16.2
of the License Agreement is hereby deleted and replaced in its entirety with
the following:



 13
 








“16.2       Early Termination.  In the event of the early termination of this
Agreement by either party hereto, Licensee shall continue to have the rights
hereunder with respect to the use of the Licensed Materials provided in, and
shall continue to operate the Business in accordance with, and each of the
parties shall continue to be bound by the terms and conditions of, Sections 1
(as applicable), 3 (other than Section 3.2), 4 (other than Section 4.11), 5, 7,
9 (other than Sections 9.9.3 and 9.9.8), 10, 11, 12, 15, 16, 17, 18, 19 and 21
until (i) if TDSF or any of its Affiliates elects (within the time period specified
by Section 15.1.3) to purchase or cause a Third Party Purchaser to purchase all
of the Facilities pursuant to Section 15, the date as of which the Purchase
Process is completed, (ii) if TDSF or any of its Affiliates elects (within the
time period specified by Section 15.1.3) to purchase or cause a Third Party
Purchaser to purchase any Designated Facilities pursuant to Section 15 and such
Purchase Process is completed but for less than all of the Facilities, or if
such Purchase Process is commenced but subsequently abandoned, then the date
that is six (6) months following such partial completion or such abandonment,
or (iii) if TDSF and its Affiliates do not elect (within the time period
specified by Section 15.1.3) to purchase or cause a Third Party Purchaser to
purchase any Designated Facilities pursuant to Section 15, the date that is six
(6) months following the date of such termination of this Agreement; provided,
that, with respect to any Facility that Licensee has been unable to close
within the six (6) month period referenced in the preceding subparagraph (ii)
or (iii) notwithstanding the exercise of Licensee’s best efforts, such six (6)
month period will be extended up to a maximum of twelve (12) months so long as
Licensee continues to use its best efforts to close such Facility as soon as
practicable during such extended period. 
Following such time period described in the preceding sentence, Licensee
shall, at its sole cost and expense, cease any and all uses of the Licensed
Materials, whether in connection with the Disney Merchandise, the FF&E
Materials, the Marketing Materials or otherwise, and shall no longer be
entitled to use the same in connection with the Facilities, the Internet Store
or the Business, except (a) for such materials already in existence and
previously distributed to the public, and (b) to the extent that Licensee may
have rights to use any Licensed Materials pursuant to any separate agreements
with TDSF or any of its Affiliates apart from this Agreement.”


2.             Section
16 of the License Agreement is hereby amended by adding the following new
Section 16.6:


“16.6       Notwithstanding anything
contained herein to the contrary, unless otherwise agreed to in writing by TDSF
in its sole discretion, (i) following the expiration or termination of this
Agreement in accordance with its terms and following either, as applicable, the
completion (in whole or in part) or abandonment of the Purchase Process
contemplated by Section 15 or the expiration of the period in which TDSF may
elect to exercise its right to conduct a Purchase Process under Section 15
without any exercise of such right by TDSF, Licensee will immediately cease
ordering any additional Disney Merchandise and will immediately cancel any
orders for Disney Merchandise with respect to which the manufacturing thereof
had not yet commenced as of such time and the cancellation of which will not
cause Licensee to incur any material liability to the manufacturer, even if,
pursuant to Section 16.1 or 16.2 hereof, Licensee may continue to operate the
Business and use the Licensed Materials for a limited period of time
thereafter, and (ii) upon the expiration or termination of this Agreement,
Licensee will not have any rights to liquidate, sell or otherwise Transfer any
Licensed Materials other than Disney Merchandise, whether consisting of
FF&E Materials (including, without 



 14
 








limitation, artwork, sculptures, flooring, signage and supplies used in
the Facilities), Marketing Materials or otherwise.”


G.            TDSF
Conditional Forbearance With Respect to Covered Breaches.


TDSF hereby agrees that TCP’s and Licensee’s
compliance in full with the terms of this Amendment constitutes a Cure of the
Covered Breaches and that, so long as this Amendment is not terminated pursuant
to this Section G, TDSF will forbear from enforcing its rights and remedies
under the License Agreement with respect to the Covered Breaches and will
disregard the Covered Breaches in determining its rights of termination under
the License Agreement (the “TDSF Conditional
Forbearance”), provided that each of TCP and Licensee hereby agrees
as follows:


1.             If,
on any one (1) or more occasions, TCP and/or Licensee (i) fails to Refurbish,
retrofit, remodel, refresh and/or enhance any individual Facility in accordance
with the manner, time period and other terms specified in this Amendment, (ii)
fails to deliver any single Quarterly Compliance Certification within the time
period and in the manner required under Section A.6 hereof, or (iii) violates,
breaches or fails to perform or comply with any other agreement, term,
covenant, condition, representation, warranty or other obligation or commitment
in this Amendment, in the case of each of the preceding subparagraphs (i)
through (iii) whether or not cured, then, upon TDSF’s election in its sole
discretion made by providing written notice thereof to TCP and Licensee, the
TDSF Conditional Forbearance and this Amendment will be revoked and rendered
null and void ab initio as if this Amendment
had never been agreed to or executed by the parties, and TDSF will be entitled
to enforce any and all of its rights and remedies arising under the License
Agreement, at law or in equity with respect to the Covered Breaches, with the
sole exception that, if any Covered Breach was Cured prior to the date of the
occurrence of the event described in any of the preceding subparagraphs (i)
through (iii) of this Section G.1, such Covered Breach will no longer be deemed
to be a continuing, uncured Material Breach under the License Agreement;


2.             If,
on any three (3) or more occasions, TCP and/or Licensee (i) fails to Refurbish,
retrofit, remodel, refresh and/or enhance any individual Facility in accordance
with the manner, time period and other terms specified in this Amendment, (ii)
fails to deliver any single Quarterly Compliance Certification within the time
period and in the manner required under Section A.6 hereof, or (iii) violates,
breaches or fails to perform or comply with any other agreement, term,
covenant, condition, representation, warranty or other obligation or commitment
in this Amendment, in the case of each of the preceding subparagraphs (i)
through (iii) whether or not cured, then, in addition to any other rights or
remedies TDSF may have under Contract, at law or in equity, the amount of
Eighteen Million Dollars ($18,000,000) will become immediately due and payable
to TDSF by TCP and Licensee (each of whom will be jointly and severally liable
therefor) in respect of the Covered Breaches pursuant to Section 21.24 of
the License Agreement, without demand, notice or other action on the part of
TDSF and without any right to defend, counterclaim, protest or cure on the part
of TCP or Licensee and without regard to whether any of the Covered Breaches
had been Cured prior to the occurrence of the three (3) or more events
described in any of the preceding subparagraphs (i) through (iii) of this
Section G.2; provided that (I) this Section G.2 will not constitute an
admission by TCP or Licensee regarding Licensee’s obligations under Section
21.24 of the License Agreement (including the method of 



 15
 








calculation of
any Licensee Infringement/Breach Fee Maximum Amounts) (x) with respect to any
breaches of the License Agreement other than the Covered Breaches or (y) with
respect to the Covered Breaches if this Amendment is terminated in accordance
with Section G.1 prior to the time TDSF is entitled to exercise its rights
under this Section G.2, and (II) for purposes of clarification, this Section
G.2 does constitute
an admission by TCP and Licensee regarding the obligations under Section 21.24
of the License Agreement (including the method of calculation of the Licensee
Infringement/Breach Fee Maximum Amounts) solely with respect to the Covered
Breaches if TDSF becomes entitled to exercise its rights under this Section G.2
before this Amendment has been terminated; and


3.             If,
on any five (5) or more occasions during any rolling twenty-four (24) Retail
Month period following the Refurbishment Effective Date, TCP and/or Licensee
(i) fails to Refurbish, retrofit, remodel, refresh and/or enhance any
individual Facility in accordance with the manner, time period and other terms
specified in this Amendment, (ii) fails to deliver any single Quarterly
Compliance Certification within the time period and in the manner required
under Section A.6 hereof, or (iii) violates, breaches or fails to perform or
comply with any other agreement, term, covenant, condition, representation,
warranty or other obligation or commitment in this Amendment, in the case of
each of the preceding subparagraphs (i) through (iii) whether or not cured,
then, in addition to any other rights or remedies TDSF may have under Contract,
at law or in equity, TDSF will have the right to terminate the License
Agreement by providing written notice of such termination to TCP and Licensee,
without any further action on the part of TDSF and without any right to defend,
counterclaim, protest or cure on the part of TCP or Licensee and without regard
to whether any of the Covered Breaches had been Cured prior to the occurrence
of the five (5) or more events described in any of the preceding subparagraphs
(i) through (iii) of this Section G.3.


TDSF’s rights and remedies under the preceding
Sections G.1, G.2 and G.3 are cumulative and exercisable by TDSF either
together or separately, subject only to the occurrence of the requisite number
of events described in any of subparagraphs (i) through (iii) of Sections G.1,
G.2 and/or G.3 and provided that, if the TDSF Conditional Forbearance and this
Amendment are revoked by TDSF pursuant to Section G.1 prior to the occurrence
of the requisite number of events described in subparagraphs (i) through (iii)
of Section G.2 or G.3, then, without limiting any of its rights or remedies
under the License Agreement, TDSF will not be entitled to exercise its rights
under Section G.2 or G.3, as applicable. 
Subject to the first paragraph of Section A of this Amendment, the TDSF
Conditional Forbearance will not apply to any Material Breaches other than the
Covered Breaches nor to any future or different breach of the same terms or
conditions of the License Agreement that are the subject of the Covered
Breaches.


H.            Miscellaneous.


This Amendment is subject to the other terms and
conditions of the License Agreement (to the extent not specifically modified
hereby), including, without limitation, the confidentiality provisions set
forth in Section 17.2 of the License Agreement, the representations and
warranties set forth in Sections 18 and 19 of the License Agreement, and the
miscellaneous provisions contained in Section 21 of the License Agreement
(including, without limitation, the notice provisions of Section 21.5).  Except as expressly contained herein, the
License Agreement 



 16
 








remains in full force and effect and this Amendment
shall not be construed to alter, amend or change any of the other terms or
conditions set forth in the License Agreement. 
The terms contained in this Amendment supersede and replace prior
agreements among the parties, whether written or oral, pertaining to the
Covered Breaches, including, without limitation, the Letter and any amendment
thereto entered into between the Refurbishment Effective Date and the
Refurbishment Execution Date, which Letter and such amendments are hereby
terminated and replaced in their entirety by this Amendment with retroactive
effect to the Refurbishment Effective Date, the date on which the Letter was
executed by the parties.  This Amendment
may be executed in one or more counterparts, all of which taken together shall
constitute one instrument, and via facsimile.


[Signature
Page Follows]



 17
 








IN WITNESS WHEREOF, the
parties have caused this Amendment to be executed by their duly authorized
representatives as of the date first set forth above.


	
  

  	
   

  	
  TDS FRANCHISING, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
    Name:

  
	
   

  	
   

  	
   

  	
    Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HOOP RETAIL STORES, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
    Name:

  
	
   

  	
   

  	
   

  	
    Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HOOP CANADA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
    Name:

  
	
   

  	
   

  	
   

  	
    Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE CHILDREN’S PLACE

  
	
   

  	
   

  	
  RETAIL STORES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
    Name:

  
	
   

  	
   

  	
   

  	
    Title:

  



 



 18














Schedule
1


Defined
Terms


As used in this Amendment, the following capitalized
terms shall have the respective meanings set forth below:


“2007 Model Design”
has the meaning specified in Section A.1(a) hereof.


“Amendment”
has the meaning specified in the Preamble hereto.


“Covered Breaches”
means an aggregate of one hundred twenty (120) Material Breaches of the License
Agreement that are alleged by TDSF to have been committed by Licensee and that
consist of the following:  (i) the
failure to Refurbish the eighty-six (86) Facilities listed on Schedule 2
hereto within the time period required under Section 9.3.5(b)(ii)(A) of
the License Agreement; (ii) the failure to Refurbish the twenty-five (25)
Facilities listed on Schedule 3 hereto within the time period required
under Section 9.3.5(b)(ii)(B) of the License Agreement; (iii) the failure
to Refurbish the four (4) Outlet Facilities listed on Schedule 4
hereto within the time period required under the Outlet Acquisition Agreement;
(iv) the failure to refresh and remodel the Michigan
Avenue Store within the time period required under the Michigan Purchase
Agreement; (v) the failure to obtain TDSF’s prior written consent to the
opening of the two (2) Store Facilities in the locations identified on Schedule
5 hereto that, within the prior two (2) years, had been TCP stores, as
required by Section 9.3.1(c) of the License Agreement; and (vi) the
failure to provide TDSF with written notice of the TCP Board Meetings held on
March 22, 2006 and January 10, 2007, as required by
Section 9.13.1(a) of the License Agreement.


“Hoop Canada”
has the meaning specified in the Preamble hereto.


“Hoop USA”
has the meaning specified in the Preamble hereto.


“Letter”
has the meaning specified in the Recitals hereto.


“License Agreement”
has the meaning specified in the Recitals hereto.


“Licensee”
has the meaning specified in the Preamble hereto.


“Michigan Avenue Store” means the Store Facility located at 717 North
Michigan Avenue, Chicago, Illinois.


“Michigan Purchase
Agreement” means the Store Purchase Agreement entered into in April
2005 among Disney Credit Card Services, Inc., Hoop USA and TCP.


“Mickey Retrofit
Plan” has the meaning specified in Section A.2(a) hereof.


“Mickey Stores”
has the meaning specified in Section A.2(a) hereof.



 19
 








“Non-Core Required
Refurbishment Date” means, with respect to any Non-Core Store with
respect to which the original Lease Agreement has been renewed or extended
pursuant to a Long-Term Lease, either (x) the date that is eighteen (18)
months following the date of expiration or termination of the initial term of
the original Lease Agreement for such Non-Core Store if the renewal or
extension pursuant to a Long-Term Lease occurs before January 31, 2008 or
(y) twelve (12) months following the date of expiration or termination of
the initial term of the original Lease Agreement for such Non-Core Store in all
other cases.  In the case of each of the
preceding subparagraphs (x) and (y), the date of expiration or termination of
the initial term of the original Lease Agreement for the respective Non-Core
Store shall be determined without regard to any renewal, month-to-month
tenancy, option exercise or other extension.


“Outlet Acquisition
Agreement” means the Store Acquisition Agreement dated as of August
2, 2005, between Disney Direct Marketing Services, Inc. and Hoop USA.


“P&G Maintenance
Plan” has the meaning specified in Section A.3(b) hereof.


“P&G Stores”
has the meaning specified in Section A.3(a) hereof.


“Quarterly
Compliance Certification” has the meaning specified in
Section A.6 hereof.


“TCP” has
the meaning specified in the Preamble hereto.


“TDSF”
has the meaning specified in the Preamble hereto.


“TDSF Conditional
Forbearance” has the meaning specified in Section G hereof.



 20
 








Schedule
2


86
Facilities Not Refurbished Within the Time Period Required

Under Section 9.3.5(b)(ii)(A) of the License Agreement


	
  #

  	
   

  	
  TCP Store #

  	
   

  	
  Mall Name

  	
   

  	
  City

  	
   

  	
  St

  	
   

  	
  Cntry

  
	
  1.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  MD

  	
   

  	
  USA

  
	
  2.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  NY

  	
   

  	
  USA

  
	
  3.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  CA

  	
   

  	
  USA

  
	
  4.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  CA

  	
   

  	
  USA

  
	
  5.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  AL

  	
   

  	
  USA

  
	
  6.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  NH

  	
   

  	
  USA

  
	
  7.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  MO

  	
   

  	
  USA

  
	
  8.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  CA

  	
   

  	
  USA

  
	
  9.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  CT

  	
   

  	
  USA

  
	
  10.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  RI

  	
   

  	
  USA

  
	
  11.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  NC

  	
   

  	
  USA

  
	
  12.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  AZ

  	
   

  	
  USA

  
	
  13.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  NY

  	
   

  	
  USA

  
	
  14.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  VA

  	
   

  	
  USA

  
	
  15.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  AZ

  	
   

  	
  USA

  
	
  16.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  NM

  	
   

  	
  USA

  
	
  17.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  PA

  	
   

  	
  USA

  
	
  18.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  KY

  	
   

  	
  USA

  
	
  19.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  CA

  	
   

  	
  USA

  



 






** This information is confidential and has been
omitted and separately filed with the Securities and Exchange Commission.



 21
 








 


	
  #

  	
   

  	
  TCP Store #

  	
   

  	
  Mall Name

  	
   

  	
  City

  	
   

  	
  St

  	
   

  	
  Cntry

  
	
  20.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  TX

  	
   

  	
  USA

  
	
  21.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  NC

  	
   

  	
  USA

  
	
  22.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  PA

  	
   

  	
  USA

  
	
  23.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  NJ

  	
   

  	
  USA

  
	
  24.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  IN

  	
   

  	
  USA

  
	
  25.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  TX

  	
   

  	
  USA

  
	
  26.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  MA

  	
   

  	
  USA

  
	
  27.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  TX

  	
   

  	
  USA

  
	
  28.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  PA

  	
   

  	
  USA

  
	
  29.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  NY

  	
   

  	
  USA

  
	
  30.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  PA

  	
   

  	
  USA

  
	
  31.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  OH

  	
   

  	
  USA

  
	
  32.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  CA

  	
   

  	
  USA

  
	
  33.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  TN

  	
   

  	
  USA

  
	
  34.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  NY

  	
   

  	
  USA

  
	
  35.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  MA

  	
   

  	
  USA

  
	
  36.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  PA

  	
   

  	
  USA

  
	
  37.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  IL

  	
   

  	
  USA

  
	
  38.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  FL

  	
   

  	
  USA

  
	
  39.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  PA

  	
   

  	
  USA

  
	
  40.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  CA

  	
   

  	
  USA

  



 






** This information is confidential and has been
omitted and separately filed with the Securities and Exchange Commission.



 22
 








 


	
  #

  	
   

  	
  TCP Store #

  	
   

  	
  Mall Name

  	
   

  	
  City

  	
   

  	
  St

  	
   

  	
  Cntry

  
	
  41.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  NY

  	
   

  	
  USA

  
	
  42.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  WI

  	
   

  	
  USA

  
	
  43.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  OK

  	
   

  	
  USA

  
	
  44.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  CA

  	
   

  	
  USA

  
	
  45.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  IL

  	
   

  	
  USA

  
	
  46.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  NJ

  	
   

  	
  USA

  
	
  47.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  CA

  	
   

  	
  USA

  
	
  48.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  ON

  	
   

  	
  Canada

  
	
  49.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  MB

  	
   

  	
  Canada

  
	
  50.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  CT

  	
   

  	
  USA

  
	
  51.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  FL

  	
   

  	
  USA

  
	
  52.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  AB

  	
   

  	
  Canada

  
	
  53.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  FL

  	
   

  	
  USA

  
	
  54.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  MA

  	
   

  	
  USA

  
	
  55.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  MO

  	
   

  	
  USA

  
	
  56.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  PA

  	
   

  	
  USA

  
	
  57.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  MD

  	
   

  	
  USA

  
	
  58.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  IL

  	
   

  	
  USA

  
	
  59.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  CA

  	
   

  	
  USA

  
	
  60.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  FL

  	
   

  	
  USA

  
	
  61.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  NC

  	
   

  	
  USA

  



 






** This information is confidential and has been
omitted and separately filed with the Securities and Exchange Commission.



 23
 








 


	
  #

  	
   

  	
  TCP Store #

  	
   

  	
  Mall Name

  	
   

  	
  City

  	
   

  	
  St

  	
   

  	
  Cntry

  
	
  62.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  NC

  	
   

  	
  USA

  
	
  63.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  FL

  	
   

  	
  USA

  
	
  64.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  OR

  	
   

  	
  USA

  
	
  65.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  NY

  	
   

  	
  USA

  
	
  66.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  IN

  	
   

  	
  USA

  
	
  67.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  PA

  	
   

  	
  USA

  
	
  68.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  FL

  	
   

  	
  USA

  
	
  69.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  NY

  	
   

  	
  USA

  
	
  70.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  NY

  	
   

  	
  USA

  
	
  71.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  WA

  	
   

  	
  USA

  
	
  72.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  GA

  	
   

  	
  USA

  
	
  73.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  TX

  	
   

  	
  USA

  
	
  74.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  MI

  	
   

  	
  USA

  
	
  75.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  KS

  	
   

  	
  USA

  
	
  76.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  CO

  	
   

  	
  USA

  
	
  77.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  IA

  	
   

  	
  USA

  
	
  78.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  PA

  	
   

  	
  USA

  
	
  79.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  CO

  	
   

  	
  USA

  
	
  80.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  NM

  	
   

  	
  USA

  
	
  81.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  WV

  	
   

  	
  USA

  
	
  82.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  CA

  	
   

  	
  USA

  



 






** This information is confidential and has been
omitted and separately filed with the Securities and Exchange Commission.



 24
 








 


	
  #

  	
   

  	
  TCP Store #

  	
   

  	
  Mall Name

  	
   

  	
  City

  	
   

  	
  St

  	
   

  	
  Cntry

  
	
  83.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  CA

  	
   

  	
  USA

  
	
  84.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  VA

  	
   

  	
  USA

  
	
  85.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  VA

  	
   

  	
  USA

  
	
  86.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  MO

  	
   

  	
  USA

  



 






** This information is confidential and has been
omitted and separately filed with the Securities and Exchange Commission.



 25
 








Schedule
3


25
Facilities Not Refurbished Within the Time Period Required

Under Section 9.3.5(b)(ii)(B) of the License Agreement


	
  #

  	
   

  	
  TCP Store #

  	
   

  	
  Mall Name

  	
   

  	
  City

  	
   

  	
  St

  	
   

  	
  Cntry

  
	
  1.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  MI

  	
   

  	
  USA

  
	
  2.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  NY

  	
   

  	
  USA

  
	
  3.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  CO

  	
   

  	
  USA

  
	
  4.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  NJ

  	
   

  	
  USA

  
	
  5.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  ON

  	
   

  	
  Canada

  
	
  6.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  CA

  	
   

  	
  USA

  
	
  7.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  CA

  	
   

  	
  USA

  
	
  8.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  ON

  	
   

  	
  Canada

  
	
  9.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  FL

  	
   

  	
  USA

  
	
  10.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  TX

  	
   

  	
  USA

  
	
  11.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  GA

  	
   

  	
  USA

  
	
  12.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  OH

  	
   

  	
  USA

  
	
  13.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  TX

  	
   

  	
  USA

  
	
  14.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  TX

  	
   

  	
  USA

  
	
  15.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  PA

  	
   

  	
  USA

  
	
  16.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  AB

  	
   

  	
  Canada

  
	
  17.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  PA

  	
   

  	
  USA

  
	
  18.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  LA

  	
   

  	
  USA

  
	
  19.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  AZ

  	
   

  	
  USA

  



 






** This information is confidential and has been
omitted and separately filed with the Securities and Exchange Commission.



 26
 








 


	
  #

  	
   

  	
  TCP Store #

  	
   

  	
  Mall Name

  	
   

  	
  City

  	
   

  	
  St

  	
   

  	
  Cntry

  
	
  20.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  OH

  	
   

  	
  USA

  
	
  21.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  OH

  	
   

  	
  USA

  
	
  22.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  TX

  	
   

  	
  USA

  
	
  23.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  OH

  	
   

  	
  USA

  
	
  24.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  NV

  	
   

  	
  USA

  
	
  25.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  MI

  	
   

  	
  USA

  



 






** This information is confidential and has been
omitted and separately filed with the Securities and Exchange Commission.



 27
 








Schedule
4


4
Outlets Facilities Not Refurbished Within the Time Period Required

Under the Outlet Acquisition Agreement


	
  #

  	
   

  	
  TCP Store #

  	
   

  	
  Mall Name

  	
   

  	
  City

  	
   

  	
  St

  	
   

  	
  Cntry

  
	
  1.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  USA

  
	
  2.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  USA

  
	
  3.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  USA

  
	
  4.

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  USA

  



 






** This information is confidential and has been
omitted and separately filed with the Securities and Exchange Commission.



 28
 








Schedule
5


Facilities
Converted From TCP Stores


1.             Jackson
Premium Outlets, Jackson, New Jersey


2.             Grapevine
Mills, Grapevine, Texas



 29
 








Exhibit
1-A


2007
Model Design

Implementation Schedule for the First Nine (9) Facilities


	
   

  	
   

  	
  Location

  	
   

  	
  Type

  	
   

  	
  First Licensee

  Submission 

  (Construction 

  Documents)

  	
   

  	
  Second 

  Licensee 

  Submission 

  (Construction 

  Documents)

  	
   

  	
  Store Opening

  
	
  1.

  	
   

  	
  Willowbrook Mall, Houston, TX

  	
   

  	
  Remodel/Relo

  	
   

  	
  5/16/2007

  	
   

  	
  6/13/2007

  	
   

  	
  12/31/2007

  
	
  2.

  	
   

  	
  [REDACTED]**

  	
   

  	
  Remodel/Mickey

  	
   

  	
  6/20/2007

  	
   

  	
  7/18/2007

  	
   

  	
  12/31/2007

  
	
  3.

  	
   

  	
  [REDACTED]**

  	
   

  	
  Remodel/Relo

  	
   

  	
  05/31/2008

  	
   

  	
  06/30/2008

  	
   

  	
  9/30/2008*

  
	
  4.

  	
   

  	
  [REDACTED]**

  	
   

  	
  Remodel/Mickey

  	
   

  	
  6/20/2007

  	
   

  	
  7/18/2007

  	
   

  	
  12/31/2007

  
	
  5.

  	
   

  	
  [REDACTED]**

  	
   

  	
  Remodel/Relo

  	
   

  	
  05/31/2008

  	
   

  	
  06/30/2008

  	
   

  	
  9/30/2008

  
	
  6.

  	
   

  	
  [REDACTED]**

  	
   

  	
  Outlet/DDM

  	
   

  	
  7/5/2007

  	
   

  	
  8/9/2007

  	
   

  	
  12/31/2007

  
	
  7.

  	
   

  	
  [REDACTED]**

  	
   

  	
  Outlet/Relo

  	
   

  	
  7/19/2007

  	
   

  	
  8/23/2007

  	
   

  	
  12/31/2007

  
	
  8.

  	
   

  	
  [REDACTED]**

  	
   

  	
  Mall/Relo

  	
   

  	
  7/6/2007

  	
   

  	
  8/9/2007

  	
   

  	
  12/31/2007

  
	
  9.

  	
   

  	
  [REDACTED]**

  	
   

  	
  Outlet/DDM

  	
   

  	
  7/5/2007

  	
   

  	
  8/9/2007

  	
   

  	
  12/31/2007

  



 






* Licensee may, at its
election, either (i) relocate this Facility to another location and remodel it
in accordance with the 2007 Model Design by 9/30/2008 or (ii) maintain this
Facility at its current location and refresh it in accordance with the P&G
Maintenance Plan (rather than the 2007 Model Design) by 6/30/2008.


** This
information is confidential and has been omitted and separately filed with the
Securities and Exchange Commission.



 30
 








Exhibit
1-B


2007
Model Design

Implementation Schedule for New Facilities

For Contract Year Ending January 31, 2008 or January 31, 2009


	
  

  	
   

  	
  Location

  	
   

  	
  Type

  
	
  1.

  	
   

  	
  [REDACTED]** NJ

  	
   

  	
  Outlet/New

  
	
  2.

  	
   

  	
  [REDACTED]** MI

  	
   

  	
  Outlet/New

  
	
  3.

  	
   

  	
  [REDACTED]** FL

  	
   

  	
  Mall/New

  
	
  4.

  	
   

  	
  [REDACTED]** ON

  	
   

  	
  Outlet/New

  
	
  5.

  	
   

  	
  [REDACTED]** SC

  	
   

  	
  Outlet/New

  
	
  6.

  	
   

  	
  [REDACTED]** UT

  	
   

  	
  Mall/New

  
	
  7.

  	
   

  	
  [REDACTED]** NY

  	
   

  	
  Outlet/New

  
	
  8.

  	
   

  	
  [REDACTED]** PA

  	
   

  	
  Outlet/New

  
	
  9.

  	
   

  	
  [REDACTED]** CA

  	
   

  	
  Outlet/New

  
	
  10.

  	
   

  	
  [REDACTED]** PA

  	
   

  	
  Outlet/New

  
	
  11.

  	
   

  	
  [REDACTED]** CA

  	
   

  	
  Mall/New

  
	
  12.

  	
   

  	
  [REDACTED]** MD

  	
   

  	
  Outlet/New

  
	
  13.

  	
   

  	
  [REDACTED]** AZ

  	
   

  	
  [REDACTED]**

  
	
  14.

  	
   

  	
  [REDACTED]** TX

  	
   

  	
  Outlet/New

  
	
  15.

  	
   

  	
  [REDACTED]** AZ

  	
   

  	
  [REDACTED]**

  
	
  16.

  	
   

  	
  [REDACTED]** GA

  	
   

  	
  Outlet/New

  
	
  17.

  	
   

  	
  [REDACTED]** MS

  	
   

  	
  Outlet/New

  
	
  18.

  	
   

  	
  [REDACTED]** NC

  	
   

  	
  Outlet/New

  



 






** This information is confidential and has been
omitted and separately filed with the Securities and Exchange Commission.



 31
 








Exhibit
2


2007 Model Design

Implementation Schedule

(Including First Nine Facilities from Exhibit 1-A

But Not Including 18 New Facilities from Exhibit 1-B)


	
   

  	
   

  	
   

  	
   

  	
  Contract Year Ending January 31,

  
	
   

  	
   

  	
  Store Type

  	
   

  	
  2008*

  	
   

  	
  2009*

  	
   

  	
  2010

  	
   

  	
  2011

  	
   

  	
  2012

  
	
  1.

  	
   

  	
  Mickey

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  
	
  2.

  	
   

  	
  Pink & Green

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  
	
  3.

  	
   

  	
  Pipe Rail

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  —

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  
	
  4.

  	
   

  	
  Millennium

  	
   

  	
  [REDACTED]**

  	
   

  	
  —

  	
   

  	
  [REDACTED]**

  	
   

  	
  —

  	
   

  	
  —

  
	
  5.

  	
   

  	
  Former Disney Direct Marketing Outlets

  	
   

  	
  [REDACTED]**

  	
   

  	
  [REDACTED]**

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  



 






*   For purposes of clarification, all seven (7)
of the Facilities listed on this Exhibit 2 for the Contract Year ending January
31, 2008 and two (2) of the Facilities listed on this Exhibit 2 for the
Contract Year ending January 31, 2009 are Facilities that are listed on Exhibit
1-A, and the specific timelines set forth on Exhibit 1-A shall be controlling
with respect to the Facilities listed on Exhibit 1-A but repeated on this
Exhibit 2.


** This information is
confidential and has been omitted and separately filed with the Securities and
Exchange Commission.



 32
 








Exhibit
3


Mickey
Retrofit Plan Test Sites


	
   

  	
   

  	
  Location

  	
   

  	
  First Licensee 

  Submission 

  (Program Scope)

  	
   

  	
  Second Licensee 

  Submission (Final 

  Program Scope and

  Construction 

  Documents)

  	
   

  	
  Completion of 

  Construction

  
	
  1.

  	
   

  	
  Concord Mall, Wilmington, DE

  	
   

  	
  5/9/2007

  	
   

  	
  5/11/2007

  	
   

  	
  9/15/2007

  
	
  2.

  	
   

  	
  Galleria at Tyler, Riverside, CA

  	
   

  	
  4/15/2007

  	
   

  	
  7/5/2007

  	
   

  	
  12/15/2007*

  



 






* This completion date accepted by TDSF solely on the
condition that Licensee has committed to removing the storefront and installing
an entirely new storefront design (without the Mickey Mouse ears), which will
require architectural drawings, permits and landlord approval.



 33
 








Exhibit
4


P&G
Maintenance Plan Test Sites


	
   

  	
   

  	
  Location

  	
   

  	
  First Licensee 

  Submission 

  (Program Scope)

  	
   

  	
  Second Licensee 

  Submission (Final

  Program Scope and

  Construction

  Documents)

  	
   

  	
  Completion of 

  Construction

  
	
  1.

  	
   

  	
  Montebello Town Center, Montebello, CA

  	
   

  	
  03/31/2007

  	
   

  	
  05/16/2007

  	
   

  	
  06/21/2007

  
	
  2.

  	
   

  	
  Montclair Plaza, Montclair, CA

  	
   

  	
  03/31/2007

  	
   

  	
  05/16/2007

  	
   

  	
  06/21/2007

  



 



 34
 








Exhibit
5


Refurbishment
Costs


	
  Refurbishment Obligation

  	
   

  	
  Per Location Cost

  	
   

  	
  Total Cost

  	
   

  
	
  2007
  Model Design

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Pink & Green

  	
   

  	
  108
  locations @ appx. $650,000

  	
   

  	
  $

  	
  70,200,000

  	
   

  
	
  Piperail

  	
   

  	
  86
  locations @ appx. $650,000

  	
   

  	
  55,900,000

  	
   

  
	
  Mickey

  	
   

  	
  35
  locations @ appx. $650,000

  	
   

  	
  22,750,000

  	
   

  
	
  Millennium

  	
   

  	
  2
  locations @ appx. $650,000

  	
   

  	
  1,300,000

  	
   

  
	
  Disney Direct Marketing Outlets

  	
   

  	
  5
  locations @ appx. $550,000

  	
   

  	
  2,750,000

  	
   

  
	
  Mickey
  Retrofit Plan

  	
   

  	
  35
  locations @ appx. $150,000

  	
   

  	
  5,250,000

  	
   

  
	
  P&G
  Maintenance Plan

  	
   

  	
  118
  locations @ appx. $75,000

  	
   

  	
  8,850,000

  	
   

  
	
  Michigan
  Avenue Store

  	
   

  	
  1
  location @ at least $200,000

  	
   

  	
  200,000

  	
   

  
	
  Castle
  Maintenance

  	
   

  	
  11
  locations @ $75,000

  	
   

  	
  825,000

  	
   

  
	
  Castle
  Retrofit

  	
   

  	
  5
  locations @ $150,000

  	
   

  	
  750,000

  	
   

  
	
  Subtotal

  	
   

  	
   

  	
   

  	
  $

  	
  168,775,000

  	
   

  
	
  Contingency

  	
   

  	
   

  	
   

  	
  $

  	
  6,225,000

  	
   

  
	
  TOTAL

  	
   

  	
   

  	
   

  	
  $

  	
  175,000,000

  	
   

  



 



 35
 








Exhibit
6


DTR
Product Categories


From time to time during the Term, upon the request of
TDSF, Licensee agrees to consider in good faith proposed amendments to this
Schedule 1(c) that are recommended by TDSF and approve any such amendments
that, in the business judgment of Licensee, reasonably reflect changes that
have occurred in the merchandising plans and other operations of the Facilities
and/or changes in the children’s specialty retail industry.


As used herein, “Kids” refers to the applicable
products intended for use primarily by children up to and including the age of
fourteen (14).


	
  Kids Toys

  
	
   

  	
   

  
	
   

  	
  Kids Tech

  
	
   

  	
  Kids Educational

  
	
   

  	
  Kids Action Figures & Playsets

  
	
   

  	
  Kids Dolls & Doll Accessories

  
	
   

  	
  Other Kids Toys

  
	
   

  	
   

  
	
  Kids Plush

  
	
   

  	
   

  
	
   

  	
  Kids Standard

  
	
   

  	
  Kids Oversize

  
	
   

  	
  Baby

  
	
   

  	
  Kids Holiday

  
	
   

  	
  Kids Bean Bag

  
	
   

  	
  Kids Fashion

  
	
   

  	
  Other Kids Plush

  
	
   

  	
   

  
	
  Kids Hardlines

  
	
   

  	
   

  
	
   

  	
  Kids Home Décor – Walls

  
	
   

  	
  Kids Home Décor – Furniture

  
	
   

  	
  Kids Tabletop

  
	
   

  	
  Kids Bed, Bath & Room

  
	
   

  	
  Kids Stationery

  
	
   

  	
   

  
	
  Kids Seasonal

  
	
   

  	
   

  
	
   

  	
  Kids Christmas

  
	
   

  	
  Kids Halloween

  
	
   

  	
  Kids Other Holiday

  



 



 36
 








 


	
  Kids Roleplay

  
	
   

  	
   

  
	
   

  	
  Kids Costumes & Accessories

  
	
   

  	
   

  
	
  Kids Softlines

  
	
   

  	
   

  
	
   

  	
  Kids (14 and under) Apparel

  
	
   

  	
  Kids (14 and under) Outerwear

  
	
   

  	
  Kids Swimwear & Coverups

  
	
   

  	
  Kids Accessories (includes bags and hat categories
  and traditional accessory items)

  
	
   

  	
  Kids Jewelry & Watches

  
	
   

  	
  Kids Sleepwear

  
	
   

  	
  Kids Underwear & Socks

  
	
   

  	
  Kids Footwear

  
	
   

  	
  Kids Towels

  
	
   

  	
   

  
	
  Infant/Newborn

  
	
   

  	
   

  
	
   

  	
  Infant/Newborn Apparel

  
	
   

  	
  Infant/Newborn Accessories and Footwear

  



 



 37