First Amendment

Exhibit 10.39.1

First Amendment

This First Amendment, dated as of January 4, 2012 (the “Amendment 1” and the “Amendment Date,” respectively), amends that certain agreement between Xxxxxx Xxxxxxx Living Omnimedia, Inc. (“MSLO”) and X.X. Penney Corporation, Inc. (“JCP”), dated December 6, 2011 (the “Agreement”). Specifically, for good and valuable consideration, the sufficiency of which the parties do hereby acknowledge, the parties, by executing this Amendment 1, agree to amend the Agreement as follows:

1. Capitalized terms used in this Amendment 1 and not otherwise defined herein shall have the meaning provided in the Agreement.

2. In Section 9(e) of the Agreement, the reference to “Effective Date” will be replaced with “January 1, 2012,” and the reference to “the commencement of Payment Period 1” will be replaced with “Feb. 2, 2013.”

3. Except as specifically amended by this Amendment 1, the terms and provisions of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties herein have so agreed, effective as of the Amendment Date.

X.X. Xxxxxx Corporation, Inc.						Xxxxxx Xxxxxxx Living Omnimedia, Inc.
By:		/s/ Xxxxxxxx Xxxxxxxx				By:		/s/ Xxxxxx Xxxxx
		Signature						Signature
Name:		Xxxxxxxx Xxxxxxxx				Name:		Xxxxxx Xxxxx
Its:		DVP, Merchandise Strategy				Its:		EVP, CAO and General Counsel