Exhibit 10 (g) EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement"), made in the City of Plano and the State of Texas, dated as of ------------------------- , 2002, between J. C. Penney Corporation, Inc., a Delaware corporation...Employment Agreement • September 6th, 2002 • J C Penney Co Inc • Retail-department stores • Texas
to INDENTURE Dated as of April 1, 1994, as amended and supplemented amongSupplemental Indenture • September 6th, 2002 • J C Penney Co Inc • Retail-department stores • New York
dated as of May 31, 2002 amongCredit Agreement • June 5th, 2002 • J C Penney Co Inc • Retail-department stores • New York
INDENTUREIndenture • April 25th, 2002 • J C Penney Co Inc • Retail-department stores • New York
Exhibit 4(s) J. C. PENNEY COMPANY, INC. 5% CONVERTIBLE SUBORDINATED NOTES DUE 2008 REGISTRATION RIGHTS AGREEMENT -----------------------------Registration Rights Agreement • April 25th, 2002 • J C Penney Co Inc • Retail-department stores • New York
J. C. PENNEY COMPANY, INC. and COMPUTERSHARE INC., as Rights Agent Amended and Restated Rights Agreement Dated as of January 27, 2014Rights Agreement • January 28th, 2014 • J C Penney Co Inc • Retail-department stores • Delaware
J. C. PENNEY CORPORATION, INC., as Issuer, and J. C. PENNEY COMPANY, INC., as a Guarantor INDENTURE Dated as of DEBT SECURITIES WILMINGTON TRUST, NATIONAL ASSOCIATION TrusteeJ C Penney Co Inc • April 24th, 2013 • Retail-department stores • New York
INDENTURE dated as of [—], 20[—], among J. C. Penney Corporation, Inc., a Delaware corporation (the “Issuer”), J.C. Penney Company, Inc., a Delaware corporation (the “Parent”), and Wilmington Trust, National Association, as trustee (the “Trustee”).
EXHIBIT 10(ii)(ab) INDEMNIFICATION AGREEMENTIndemnification Agreement • April 25th, 2002 • J C Penney Co Inc • Retail-department stores
STOCKHOLDER PROTECTION RIGHTS AGREEMENT dated as of October 15, 2010 between J. C. PENNEY COMPANY, INC. and MELLON INVESTOR SERVICES, LLC, as Rights AgentStockholder Protection Rights Agreement • October 18th, 2010 • J C Penney Co Inc • Retail-department stores • New York
STOCKHOLDER PROTECTION RIGHTS AGREEMENT (as amended from time to time, this "Agreement"), dated as of October 15, 2010, between J. C. Penney Company, Inc., a Delaware corporation (the "Company"), and Mellon Investor Services, LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company, as Rights Agent (the "Rights Agent", which term shall include any successor Rights Agent hereunder).
84,000,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • October 1st, 2013 • J C Penney Co Inc • Retail-department stores • New York
AMENDMENT AND RESTATEMENT AGREEMENT dated as of February 8, 2013 (this “Agreement”) to the Amended and Restated Credit Agreement dated as of January 27, 2012 (as amended through the date hereof, the “Existing Credit Agreement”), among J. C. PENNEY...Credit Agreement • February 12th, 2013 • J C Penney Co Inc • Retail-department stores • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 27, 2012, as further amended and restated as of February 8, 2013 (the “Agreement”), among J. C. PENNEY COMPANY, INC., J. C. PENNEY CORPORATION, INC., J. C. PENNEY PURCHASING CORPORATION, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as LC Agent.
ANDJ C Penney Co Inc • April 25th, 2002 • Retail-department stores • New York
EXECUTIVE TERMINATION PAY AGREEMENT MARVIN R. ELLISONExecutive Termination Pay Agreement • October 14th, 2014 • J C Penney Co Inc • Retail-department stores • Texas
This Executive Termination Pay Agreement (the “Agreement”), dated as of _______________, 2014 is between J.C. Penney Corporation, Inc. (“Corporation”) and the undersigned member of the Corporation’s Executive Board (the “Executive”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 16th, 2013 • J C Penney Co Inc • Retail-department stores • Delaware
This REGISTRATION RIGHTS AGREEMENT, dated as of August 13, 2013 (this “Agreement”), is entered into by and among J. C. Penney Company, Inc., a Delaware corporation (the “Company”), and persons and entities listed on Schedule A hereto (each, a “Holder” and together, the “Holders”).
J. C. PENNEY CORPORATION, INC., and J. C. PENNEY COMPANY, INC., as joint and several obligors INDENTURE Dated as of September 15, 2014 DEBT SECURITIES WILMINGTON TRUST, NATIONAL ASSOCIATION TrusteeIndenture • September 15th, 2014 • J C Penney Co Inc • Retail-department stores • New York
INDENTURE dated as of September 15, 2014, among J. C. Penney Company, Inc., a Delaware corporation (the “Company”), J. C. Penney Corporation, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“JCP,” and together with the Company, the “Issuers”), as joint and several obligors, and Wilmington Trust, National Association, as trustee (the “Trustee”).
GUARANTEE AND COLLATERAL AGREEMENTGuarantee and Collateral Agreement • June 23rd, 2014 • J C Penney Co Inc • Retail-department stores • New York
ContractStockholder Protection Rights Agreement • September 19th, 2011 • J C Penney Co Inc • Retail-department stores • New York
TERMINATION PAY AGREEMENTTermination Pay Agreement • April 18th, 2019 • J C Penney Co Inc • Retail-department stores • Texas
This Termination Pay Agreement (the “Agreement”), dated as of [DATE], is between J.C. Penney Corporation, Inc. (“Corporation”) and [EXECUTIVE NAME], its [EXECUTIVE TITLE] (the “Executive”).
AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 29, 2011 among J. C. PENNEY COMPANY, INC., J. C. PENNEY CORPORATION, INC., J. C. PENNEY PURCHASING CORPORATION, The Lenders Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and...Credit Agreement • May 5th, 2011 • J C Penney Co Inc • Retail-department stores • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 29, 2011 (the “Agreement”), among J. C. PENNEY COMPANY, INC., J. C. PENNEY CORPORATION, INC., J. C. PENNEY PURCHASING CORPORATION, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as LC Agent.
DISTRIBUTION CENTER MASTER LEASE by and among J. C. PENNEY PROPERTIES, LLC and J. C. PENNEY CORPORATION, INC., collectively as Landlord, and PENNEY TENANT II LLC, as TenantDistribution Center Master Lease • December 8th, 2020 • J C Penney Co Inc • Retail-department stores • New York
This DISTRIBUTION CENTER MASTER LEASE (as the same may be amended, supplemented or replaced from time to time, this “Lease”) is entered into as of December 7, 2020, by and among J. C. PENNEY PROPERTIES, LLC, a Delaware limited liability company, and J. C. PENNEY CORPORATION, INC., a Delaware corporation (individually and/or collectively, as the context may require, together with their respective successors and assigns, “Landlord”), and PENNEY TENANT II LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Tenant”).
JUNIOR PRIORITY INTERCREDITOR AGREEMENTJunior Priority Intercreditor Agreement • March 14th, 2018 • J C Penney Co Inc • Retail-department stores • New York
JUNIOR PRIORITY INTERCREDITOR AGREEMENT, dated as of March 12, 2018, among WILMINGTON TRUST, NATIONAL ASSOCIATION in its capacity as “Collateral Agent” under the First Lien Pari Passu Intercreditor Agreement (as defined below) (together with its successors as “Collateral Agent,” the “First Lien Representative”), as Representative for the First Lien Secured Parties (as defined below), and WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as “Collateral Agent” under the Junior Lien Pari Passu Intercreditor Agreement (as defined below) (together with its successors as “Collateral Agent” under the Junior Lien Pari Passu Intercreditor Agreement, the “Junior Lien Representative”), as Representative for the Junior Lien Secured Parties (as defined below). Capitalized terms used herein but not otherwise defined herein have the meanings set forth in Section 1 below.
TRANSITION SERVICES AGREEMENT BY AND BETWEEN J.C. PENNEY COMPANY, INC. AND PENNEY BORROWER LLC DATED AS OF DECEMBER 7, 2020Transition Services Agreement • December 8th, 2020 • J C Penney Co Inc • Retail-department stores • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”) is made and entered into as of December 7, 2020 (the “Effective Date”), by and between Penney Borrower LLC, a Delaware limited liability company (the “Service Provider”), and J. C. Penney Company, Inc., a Delaware corporation (“Recipient”). The Service Provider and Recipient each are sometimes referred to as a “Party” and together sometimes are referred to as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Asset Purchase Agreement, dated as of October 28, 2020, by and among Recipient, Copper Retail JV LLC, a Delaware limited liability company, Copper BidCo LLC, a Delaware limited liability company, and the other parties thereto (the “Purchase Agreement”).
ContractJoinder Agreement • March 14th, 2018 • J C Penney Co Inc • Retail-department stores • New York
REPRESENTATIVE JOINDER AGREEMENT NO. 1 dated as of March 12, 2018 (this “Representative Joinder Agreement”) to the INTERCREDITOR AND COLLATERAL COOPERATION AGREEMENT dated as of June 23, 2016 (the “Intercreditor Agreement”), among WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as Representative with respect to the ABL Credit Agreement, Wilmington Trust, National Association (“Wilmington”), in its capacity as Collateral Agent (as defined in the Term Loan/Notes Pari Passu Intercreditor Agreement), as Term Loan/Notes Representative, each other Representative from time to time party thereto, J.C. PENNEY CORPORATION, INC. (the “Borrower”) and each of the other Grantors party thereto.
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • June 21st, 2017 • J C Penney Co Inc • Retail-department stores • New York
WHEREAS, Holdings, Parent Borrower and Purchasing have entered into financing arrangements with the Agents and Lenders pursuant to which Lenders may make loans and provide other financial accommodations to Borrowers as set forth in the Credit Agreement, dated as of June 20, 2014, by and among Holdings, Parent Borrower, Purchasing, the lenders party thereto and Agents (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing ABL Credit Agreement”), and the parties to Amendment No. 2 (as defined below) have agreed to amend and restate in its entirety the Existing ABL Credit Agreement and replace it in its entirety with this Agreement; and
RETAIL MASTER LEASE by and among J. C. PENNEY CORPORATION, INC., J. C. PENNEY PROPERTIES, LLC and JCPENNEY PUERTO RICO, INC., collectively as Landlord, and PENNEY TENANT I LLC, as TenantRetail Master Lease • December 8th, 2020 • J C Penney Co Inc • Retail-department stores • New York
This RETAIL MASTER LEASE (as the same may be amended, supplemented or replaced from time to time, this “Lease”) is entered into as of December 7, 2020, by and among J. C. PENNEY CORPORATION, INC., a Delaware corporation, J. C. PENNEY PROPERTIES, LLC, a Delaware limited liability company, and JCPENNEY PUERTO RICO, INC., a Puerto Rico corporation (individually and/or collectively, as the context may require, together with their respective successors and assigns, “Landlord”), and PENNEY TENANT I LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Tenant”).
J. C. PENNEY CORPORATION, INC. $400,000,000 5.65% Senior Notes due 2020 OF WHICH J. C. PENNEY COMPANY, INC. IS CO-OBLIGOR UNDERWRITING AGREEMENTUnderwriting Agreement • May 24th, 2010 • J C Penney Co Inc • Retail-department stores • New York
ContractThird Supplemental Indenture • May 30th, 2018 • J C Penney Co Inc • Retail-department stores • New York
THIRD SUPPLEMENTAL INDENTURE dated as of March 7, 1986, between J. C. PENNEY COMPANY, INC., a Delaware corporation(hereinafter called the "Company"), and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, a corporation organized and existing as a national banking association under the laws of the United States of America, Trustee (hereinafter called the "Trustee").
ContractJ C Penney Co Inc • February 25th, 2011 • Retail-department stores • Delaware
This letter constitutes the agreement (the “Agreement”) between J. C. Penney Company, Inc. (the “Company”), on the one hand, and Vornado Realty Trust and its controlled affiliates (collectively, the “Stockholders”), on the other hand, with respect to the matters set forth below.
INDEMNIFICATION TRUST AGREEMENT betweenIndemnification Trust Agreement • May 30th, 2018 • J C Penney Co Inc • Retail-department stores • New York
INDEMNIFICATION TRUST AGREEMENT ("Trust Agreement") dated as of July 30, 1986, between J. C. Penney Company, Inc., a Delaware corporation (such corporation, together with its successors, if any, being referred to herein as the ("Company"), and Chemical Bank, a bank organized and existing under the laws of the State of New York, as trustee ("Trustee"), for the benefit of the Indemnitees (as hereinafter defined), which Indemnitees shall be the beneficiaries of the trust created hereby ("Trust").
AMENDMENT NO. 1 TO STOCKHOLDER PROTECTION RIGHTS AGREEMENTStockholder Protection Rights Agreement • August 26th, 2011 • J C Penney Co Inc • Retail-department stores • New York
This Amendment No. 1 to Stockholder Protection Rights Agreement (this “Amendment”) is dated as of August 19, 2011 (the “Effective Date”) and amends the Stockholder Protection Rights Agreement, dated as of October 15, 2010 (the “Rights Agreement”), between J. C. Penney Company, Inc., a Delaware corporation (the “Company”) and Mellon Investor Services, LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company, as Rights Agent (the “Rights Agent”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Rights Agreement.
Name[Participant Name] Employee ID[Employee ID] Date of Grant[Grant Date] Number of Restricted Stock Units Granted [Shares Granted]Restricted Stock Unit Grant Agreement • September 5th, 2018 • J C Penney Co Inc • Retail-department stores • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • September 8th, 2004 • J C Penney Co Inc • Retail-department stores • Texas
This EMPLOYMENT AGREEMENT (the “Agreement”), made in the City of Plano and the State of Texas, dated as of May 1, 2005, between J. C. Penney Corporation, Inc., a Delaware corporation (hereinafter called the “the Employer”), and Stephen F. Raish (hereinafter called the “the Employee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 21st, 2009 • J C Penney Co Inc • Retail-department stores • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated as of May 18, 2009 (the “Agreement”), is made by and between J. C. PENNEY COMPANY, INC., a Delaware corporation, having an office at 6501 Legacy Drive, Plano, Texas 75024 (the “Company”), and EVERCORE TRUST COMPANY, N.A., solely in its capacity as duly appointed and acting investment manager (the “Manager”) of a segregated account held in the J. C. PENNEY CORPORATION, INC. PENSION PLAN TRUST (the “Trust”) created under the J. C. PENNEY CORPORATION, INC. PENSION PLAN (the “Plan”).
AMENDMENT NO. 1 dated as of June 2, 2004, to the Credit Agreement dated as of May 31, 2002 (the "Credit Agreement"), ----------------- among J.C. Penney Company, Inc. ("Holdings"), J. C. Penney ----------- Corporation, Inc. (the "Parent Borrower"), J....J C Penney Co Inc • June 9th, 2004 • Retail-department stores • New York
ContractReaffirmation Agreement • February 12th, 2013 • J C Penney Co Inc • Retail-department stores • New York
REAFFIRMATION AGREEMENT dated as of February 8, 2013 (this “Agreement”), among J.C. PENNEY COMPANY, INC. (“Holdings”), J.C. PENNEY CORPORATION, INC. (the “Parent Borrower”), J.C. PENNEY PURCHASING CORPORATION (“Purchasing”), the other SUBSIDIARIES of Holdings identified on the signature pages hereof (collectively, the “Reaffirming Subsidiary Loan Parties” and, together with Holdings, the Parent Borrower and Purchasing, the “Reaffirming Parties”), and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) under the Restated Credit Agreement.
