Old COPPER Company, Inc. - FORM 8-K - EX-10.1

Attached files

file	filename
EX-2.1 - EX-2.1 - Old COPPER Company, Inc.	d38004dex21.htm
8-K - 8-K - Old COPPER Company, Inc.	d38004d8k.htm

Exhibit 10.1

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:

Capitalized Terms. Capitalized terms used but not defined in this Amendment have the meanings ascribed to such terms in the RSA.

Amendment. The RSA is hereby amended by:

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.”

Attaching as “Exhibit A” to the Credit Bid Term Sheet the APA that is attached as Schedule 1 to this Amendment.

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]

IN WITNESS WHEREOF, the Amending Parties have caused this THIRD AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT to be duly executed as of the date above written.


COMPANY PARTIES:

J. C. PENNEY COMPANY, INC.
J. C. PENNEY CORPORATION, INC.
JCPENNEY SERVICES, LLC
JCP REALTY, LLC
JCP NEW JERSEY, LLC JCPSSC, INC.
J. C. PENNEY DIRECT MARKETING SERVICES, LLC
JCP CONSTRUCTION SERVICES, INC.
JCP PROCUREMENT, INC.
J. C. PENNEY EXPORT MERCHANDISING CORPORATION
J. C. PENNEY INTERNATIONAL, INC.
JCPENNEY PUERTO RICO, INC.
JCP MEDIA, INC.
JCP TELECOM SYSTEMS, INC.
FUTURE SOURCE LLC

By:		/s/ Bill Wafford
Name:		Bill Wafford
Title:		Chief Financial Officer

JCP REAL ESTATE HOLDINGS, LLC
J. C. PENNEY PROPERTIES, LLC
J. C. PENNEY PURCHASING CORP.

By:		/s/ Dawn Wolverton
Name:		Dawn Wolverton
Title:		Assistant Secretary


AMENDING CONSENTING FIRST LIEN LENDER:

Brigade Capital Management, LP as Investment Manager, on Behalf of its Various Funds and Accounts

By:		/s/ Patrick Criscillo
Name:		Patrick Criscillo
Title:		Chief Financial Officer