EX-10.2 3 d419654dex102.htm SECOND AMENDMENT, DATED AS OF JULY 11, 2012 Second Amendment, dated as of July 11, 2012

Exhibit 10.2

Second Amendment

This Second Amendment, dated as of July 11, 2012 (the “Amendment 2” and the “Amendment Date,” respectively), amends that certain agreement between Martha Stewart Living Omnimedia, Inc. (“MSLO”) and J.C. Penney Corporation, Inc. (“JCP”), dated December 6, 2011 (as amended, the “Agreement”). Specifically, for good and valuable consideration, the sufficiency of which the parties do hereby acknowledge, the parties, by executing this Amendment 2, agree to amend the Agreement as follows:


1. Capitalized terms used in this Amendment 2 and not otherwise defined herein shall have the meaning provided in the Agreement.


2. In response to JCP’s request pursuant to subsection 4(d)(iii) of the Agreement, MSLO hereby agrees that the following Additional Categories will be sold in the MSLO Stores starting on the Launch Date:

Fashion Bedding (open stock and sets)









duvet covers









bedspreads (quilted and other)



night spreads






shams (quilted and other)



decorative pillows



bed sheets



flannel bedding

Utility Bedding



comforters (down and synthetic filled)



duvets (down and synthetic filled)



sleeping pillows (down and synthetic filled)



mattress pads



box spring covers



feather beds







Bath (open stock and sets)









bath sheets



body sheets



bath rugs














bath accessories



beach towels

Decorative Accessories









home fragrances




Furniture (sold from display items only)






dining room table and chairs



night stand

3. The Christmas Trim category set forth on Appendix 5 shall be replaced with the following:

Christmas Trim

Trees (42 inches and below)

Ornaments (except shatterproof ornaments)

Non-lit garlands

Holiday Mats

Tree Skirts


Table Top

4. The minimum payments to be made by JCP to MSLO under Subsection 9(a) of the Agreement will now be the Maximum Guaranteed Minimum Payments for each Payment Period.

5. MSLO desires to commence a Celebrations Business with JCP on a non-exclusive basis. JCP hereby agrees that, in order to permit MSLO to benefit from JCP’s expertise in the retail store business and in order to further strengthen the business relationship between MSLO and JCP, it will provide reasonable assistance to MSLO with respect to the Celebrations Business, including support and services for MSLO Celebrations Stores. The parties contemplate that MSLO Celebrations Stores will be located in JCP Stores or elsewhere and that the Celebrations Business will Launch on the Launch Date. MSLO shall have the right to terminate the Celebrations Business and the rights granted to JCP in this paragraph without cause, beginning effective February 1, 2016, provided that MSLO agrees to provide at least six months written notice of such termination to JCP; and provided further that, prior to exercising the foregoing termination right, MSLO will discuss in good faith with JCP alternative business arrangements for the Celebrations Business. As used herein, “Celebrations Business” shall mean an MSLO



business consisting of developing, marketing and selling MSLO Products in the Celebrations Product Categories in retail stores that prominently feature the Martha Stewart Marks or that feature the Stewart Property (“MSLO Celebrations Stores”).

The following celebrations Product Categories (the “Celebrations Product Categories”) will be added to the Non-Exclusive Categories set forth on Appendix 5:


  a. Paper-based Baking/Decorating


  i. Cups


  ii. Wrappers


  iii. Food Packaging


  iv. Twine


  v. Cupcake Stands


  vi. Cake Stands


  vii. Cupcake toppers


  viii. Candles


  ix. Cake boxes


  x. Drink picks


  xi. Candy jars


  b. Gift Packaging


  i. Gift bags


  ii. Gift wrap


  iii. Ribbon


  c. Paper/Plastic Tabletop


  i. Cups


  ii. Napkins


  iii. Plates


  iv. Runners


  v. Table cloths


  vi. Chargers


  vii. Utensils


  viii. Serving Pieces


  d. Stationery


  i. Invitations


  ii. Thank You’s


  iii. Place Cards and Holders


  iv. Greeting Cards


  b. Favors


  i. Containers


  ii. Kits


  iii. Candy Favors


  iv. Small Gift Favors


  c. Decorations/Party Decor


  i. Balloons


  ii. Garlands


  iii. Streamers



  iv. Confetti


  v. Banners


  vi. Cutouts


  vii. Clings


  viii. Hanging Lanterns


  ix. Table Centerpieces


  d. Other


  i. Noisemakers


  ii. Hats


  iii. Wearables

6. The following categories will be also added to Appendix 5 as Non-Exclusive Categories:

Window Hardware

Portable and Hard-Wire Lighting




Pasta / Pasta Sauce












Coffee, Tea, Hot Chocolate



Oil and Vinegar



Preserves, Jams



Soup and Chili Mix



Salad Dressing






Salt, Pepper, Spices



Bread/Muffin Mix



Biscuit, Pancake, Waffle Mix






Nuts and Nut mixes



Maple Syrup



Cake Mixes



Frosting Mixes



Cake/Cupcake Toppings

7. Except as specifically amended by this Amendment 2, 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.



J.C. Penney Corporation, Inc.     Martha Stewart Living Omnimedia, Inc.

/s/ John Tighe


/s/ Daniel Taitz

  Signature       Signature
Name:   John Tighe     Name:   Daniel Taitz
Its:   SVP/GMM Home Division     Its:   EVP, CAO and General Counsel