Exhibit 10.46
TDS FRANCHISING,
LLC
500 SOUTH BUENA VISTA
STREET
BURBANK, CALIFORNIA
91521
April 6, 2006
Hoop Retail Stores, LLC
Hoop Canada, Inc.
c/o The Children’s Place Retail Stores, Inc.
915 Secaucus Road
Secaucus, New Jersey 07094
Facsimile: (201) 558-2837
Attention: Chief Financial
Officer
Re: Extension of Internet
Start Date
Ladies and Gentlemen:
We refer to the License and Conduct
of Business Agreement dated as of November 21, 2004 (the
“ License Agreement ”), by and amongst TDS
Franchising, LLC (“ TDSF ”), Hoop Retail Stores,
LLC, as successor to The Disney Store, LLC (“ Hoop USA
”), and Hoop Canada, Inc., as successor to The Disney
Store (Canada) Ltd. (“ Hoop Canada ”).
Capitalized terms used herein without definition shall have the
respective meanings assigned thereto in the License
Agreement.
WHEREAS, the parties previously
entered into a letter agreement which provided that the Internet
Start Date would changed from October 1, 2005 to a date
mutually agreed upon by the parties, but in any event, not later
than June 15, 2006; and
WHEREAS, the parties desire to
further extend the Internet Start Date beyond June 15,
2006.
NOW, THEREFORE, in
consider
