Exhibit 10.48
November
12, 2007
TDS Franchising,
LLC
c/o The Walt Disney
Company
500 South Buena Vista
Street
Burbank, California
91521
Attention: Mr.
Stephen M. Finney
Senior
Vice President
Re: Disney
Store License and Conduct of Business Agreement
Ladies and
Gentlemen:
This will confirm our discussions regarding
certain provisions of the License and Conduct of Business Agreement
dated as of November 21, 2004 (as amended to date (including letter
agreement amendments), the “ License Agreement
”) by and among TDS Franchising, LLC (“ TDSF
”), Hoop Retail Stores, LLC, successor to The Disney Store,
LLC (“ Hoop USA ”), and Hoop Canada, Inc.,
successor to The Disney Store (Canada) Ltd. (“ Hoop
Canada ” and, together with Hoop USA, “
Licensee ”). Capitalized terms used in this
letter without definition have the respective meanings assigned to
such terms in the License Agreement.
The
License Agreement as currently in effect establishes an
“Internet Start Date” corresponding to a date mutually
agreed upon by the parties, but in any event not later than
April 1, 2007. Pursuant to the terms of the
License Agreement, Licensee was to have launched an Internet Store
not later than such Internet Start Date.
Prior to April 1, 2007, TDSF and Licensee
determined that, in lieu of an Internet Store as contemplated by
the License Agreement, it would be beneficial for the parties to
implement an alternative arrangement under which the proposed
Internet Store would occupy a portion of the website owned and
operated by certain of TSDF’s Affiliates and located at
www.disneyshopping.com . This alternative arrangement
was tentatively instituted in July 2007, subject to and contingent
upon the parties’ preparation and execution of a definitive
agreement pertaining thereto. In furtherance thereof, the
parties have exchanged drafts of a definitive “Internet Store
Ame
