THIRD AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT
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).
WHEREAS, reference is made to the Restructuring Support Agreement, effective as of May 15, 2020 (as such agreement may be amended, restated, supplemented or otherwise modified from time to time, the RSA) by and among the Company Parties and the Consenting First Lien Lenders party thereto;
WHEREAS, the Amending Consenting First Lien Lenders constitute the Required Consenting First Lien Lenders;
NOW, THEREFORE, in consideration of the mutual promises contained herein, along with other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Amendment Parties hereby agree as follows:
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Capitalized Terms. Capitalized terms used but not defined in this Amendment have the meanings ascribed to such terms in the RSA.
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Amendment. The RSA is hereby amended by:
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Revising the Credit Bid Term Sheet attached as Exhibit E to the RSA by (i) adding and the Asset Purchase Agreement attached hereto as Exhibit A after the words as detailed in the APA Term Sheet attached hereto as Exhibit [ ] in the section titled Bid and (ii) adding the words or Asset Purchase Agreement, as applicable after the words APA Term Sheet in the sections titled Assumed Liabilities, Excluded Liabilities and Excluded Assets.
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Attaching as Exhibit A to the Credit Bid Term Sheet the APA that is attached as Schedule 1 to this Amendment.
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Other Miscellaneous Items. The provisions of Section 14.05 (Governing Law and Jurisdiction), Section 14.06 (Trial by Jury Waiver), Section 14.07 (Execution of Agreement), Section 14.08 (Rules of Construction); Section 14.15 (Several, Not Joint Claims, and Section 14.16 (Severability and Construction) of the RSA shall apply mutatis mutandis to this Amendment.
[Signature Pages Follow]