Confidential treatment
requested


 


Exhibit 10.49


 


AMENDMENT TO JC PENNEY/WILLIAM
RAST LICENSE AGREEMENT


 


This
Amendment to License Agreement (this "Amendment") is made and entered into effective as of this 19 day of December
2013 by and between J.C. Penney Corporation, Inc., a Delaware corporation (together with its subsidiaries and affiliates "JCP"),
and William Rast Sourcing, LLC, a Delaware Limited Liability Company ("WRS") and William Rast Licensing, LLC,
a Delaware Limited Liability Company "WRL").


 


WHEREAS,
JCP, WRL and WRS are parties to that certain License Agreement dated as of November 17, 2011 (the "License
Agreement"), pursuant to which WR granted
JCP certain rights to use certain intellectual property on and subject to the terms and conditions thereof;


 


WHEREAS,
the parties now desire to amend the License Agreement, on and subject to the terms herein to reflect such arrangement;


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree
as follows:


 


		1.	CAPITALIZED TERMS. Capitalized terms used herein and not otherwise defined
herein shall have the meanings ascribed to them in the License Agreement.



 


		2.	GRANT OF LICENSE. Section 2 of the License Agreement is hereby amended to
provide that all rights granted to Licensee under the License Agreement shall be non-exclusive.



 


		3.	TERM. Section 7 of the License Agreement is hereby amended to provide that
the Term shall end on June 30, 2014 and that Licensee shall not have any right or option to renew the License Agreement for any
additional periods.



 


		4.	PAYMENTS. Sections 7 and 8 of the License Agreement are hereby amended to
provide that the Guranteed Minimum Royalty for balance of the Term (as amended herein) shall be ***, which shall be payable
in accordance with the schedule attached hereto as Exhibit A.



 


		5.	FURTHER OBLIGATIONS. Licensee hereby acknowledges that Licensor has no further
obligations with respect to Sections 4, 5 or 9 of the License Agreement and has heretofore satisfied all of its obligations under
such Sections.



 


		6.	CONFIDENTIALITY. The confidentiality provisions of Sections 18(h) and (i)
of the License Agreement shall be applicable to this Amendment, provided that either party may make disclosures as necessary to
comply with SEC rules or the rules of any applicable securities exchange (e.g., NYSE, NASDAQ). In addition, either party may disclose
this Amendment and its terms to its secured lenders.



 


		7.	NON-DISPARAGEMENT. Neither party shall make any disparaging statements about
the other party or its affiliates, the Trademark, Justin Timberlake or any facts or circumstances leading up to the signing of
this Amendment.



 


		8.	ENTIRE AGREEMENT: Except to the extent amended above, the terms and conditions
of the License Agreement shall remain in full force and effect. To the extent of a conflict between the terms of the License Agreement
and the terms of this Amendment, the terms of this Amendment shall govern.



 


		***	Confidential terms have been omitted. The confidential terms and a Confidential Treatment
                                                                                Request are being filed separately with the Securities and Exchange Commission.



 




    	 



    	 



    




 


IN WITNESS WHEREOF, the
parties hereto have duly executed this Amendment as of the date first set forth above.


 


	JCP:	 
	 	 
	J.C. PENNEY CORPORATION, INC.	 
	 	 	 
	By: 	/s/ John Tighe	 
	Name: John Tighe	 
	Title: SVP GMM JC Penney	 
	 	 
	WRS:	 
	 	 
	WILLIAM RAST SOURCING, LLC	 
	 	 	 
	By: 	/s/ Yehuda
Shmidman	 
	Name: Yehuda Shmidman	 
	Title: Chief Executive Officer	 
	 	 
	WRL:	 
	 	 
	WILLIAM RAST LICENSING, LLC	 
	 	 	 
	By: 	/s/ Yehuda Shmidman	 
	Name: Yehuda Shmidman	 
	Title: Chief Executive Officer	 


 




    	 



    	 



    




 


Confidential
treatment requested


 


EXHIBIT A


 


Payment Schedule


 


	Royalty Period	 	Fiscal Qtr	 	Type of Payment	 	 	Due Date	 	 	Amount Due	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
1
	 	 
Q3
	 	 	 
GMR
	 	 	Within 5 business davs of execution	 	 	 
$
	***	 
	Fiscal2013	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Q4	 	 	GMR	 	 	3/18/2014	 	 	$	***	 



 





	Royalty Period	 	Fiscal Qtr	 	Type of 
Payment	 	 	Due Date	 	 	Amount Due	 
	2	 	Q1	 	 	GMR	 	 	6/17/2014	 	 	$	***	 
	Fiscal2014	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Q2	 	 	GMR	 	 	9/16/2014	 	 	$	***	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Q3	 	 	GMR	 	 	12/16/2014	 	 	$	***	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Q4	 	 	GMR	 	 	3/17/2015	 		$	***	 








 


	Royalty Period	 	Fiscal Qtr	 	Type of Payment	 	 	Due Date	 	 	Amount Due	 
	 	 	 	 	 	 	 	 	 	 	 	 
	3	 	Q1	 	 	GMR	 	 	6/16/2015	 	 	$	***	 
	Fiscal2015	 	 	 	 	 	 	 	 	 	 	 	 	 



 


		***	Confidential terms have been omitted. The confidential
terms and a Confidential Treatment Request are being filed separately with the Securities and Exchange Commission.