ASSET PURCHASE AGREEMENT DATED AS OF OCTOBER 28, 2020 BY AND AMONG COPPER RETAIL JV LLC AND COPPER BIDCO LLC, AS PURCHASERS, AND J. C. PENNEY COMPANY, INC., AS THE COMPANY, AND THE OTHER SELLERS NAMED HEREINAsset Purchase Agreement • November 3rd, 2020 • J C Penney Co Inc • Retail-department stores • New York
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of October 28, 2020 (the “Effective Date”), by and among Copper Retail JV LLC, a Delaware limited liability company (“OpCo Purchaser”), Copper BidCo LLC, a Delaware limited liability company (“BidCo” or “PropCo Purchaser” and, together with OpCo Purchaser, the “Purchasers”), J. C. Penney Company, Inc., a Delaware corporation (the “Company”), and the Subsidiaries of the Company that are indicated on the signature pages attached hereto (together with the Company, each a “Seller” and collectively “Sellers”). Purchasers and Sellers are referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the meanings set forth herein or in Article XI.
THIRD AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • November 3rd, 2020 • J C Penney Co Inc • Retail-department stores
This THIRD AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT (this “Amendment”), dated as of October 28, 2020, is made and entered into by and among J. C. Penney Company, Inc. as a debtor in possession, together with certain of its direct and indirect subsidiaries (collectively, the “Company Parties”) on the one hand, and the Consenting First Lien Lenders party hereto, on the other, (collectively, the “Amending Consenting First Lien Lenders” and, together with the Company Parties, the “Amendment Parties”), effective as of October 28, 2020 (the “Amendment Effective Date”).
