Exhibit 10.1
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. C. Penney
-------------------
Purchasing Corporation ("Purchasing"), the Lenders party
--------------
thereto, JPMORGAN CHASE BANK, as Administrative Agent (the
"Administrative Agent") and WACHOVIA BANK, NATIONAL
-------------------------
ASSOCIATION, as LC Agent.
A. The Lenders have agreed to make loans and other extensions of
credit for the account of the Borrowers and Account Parties, as
applicable, pursuant to the terms and subject to the conditions set
forth in the Credit Agreement.
B. The Borrowers and Account Parties have requested that certain
provisions of the Credit Agreement be amended, in each case as set
forth herein.
C. The undersigned Lenders are willing so to amend the Credit
Agreement pursuant to the terms and subject to the conditions set
forth herein.
D. Capitalized terms used but not defined herein have the
meanings assigned to them in the Credit Agreement, as amended hereby.
Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency
and receipt of which are hereby acknowledged, and subject to the
conditions set forth herein, the parties hereto hereby agree as
follows:
SECTION 1. Amendments to Section 1.01. Section 1.01 of the Credit
----------------------------
Agreement is hereby amended by deleting clause (e)(ii) of the
definition of the term "Permitted Investments" in its entirety and
substituting in lieu thereof the following:
(ii) either (A) have portfolio assets of at least
$3,000,000,000 or (B) are rated AAA by S&P or Aaa by
Moody's.
SECTION 2. Amendments of Section 2.05. Section 2.05 of the Credit
----------------------------
Agreement is hereby amended by (a) deleting the word "Each" appearing
at the beginning of clause (c) thereof and substituting in lieu
thereof the following: "Except as set forth in paragraph (k) below,
each" and (b) adding at the end thereof the following:
(k) An Account Party may request that an Issuing Bank
allow, and an Issuing Bank may (in its sole discretion)
agree to allow, one or more Letters of Credit issued by it
to expire later than permitted by Section 2.05(c). Any such
Letter of Credit is referred to herein as an "Extended
---------
Letter of Credit". The following provisions shall apply to
-----------------
any Extended Letter of Credit, notwithstanding any contrary
provision set forth herein.
<page>
(i) The participations of each Lender in each Extended
Letter of Credit shall terminate at the close of business on
the date that is five Business Days prior to the Maturity
Date, with the effect that the Lenders shall not have any
obligations to acquire participations in any LC Disbursement
made thereafter.
(ii) On or prior to the date that is 15 days prior to
the Maturity Date (or on the date of any earlier termination
of the Commitments) each Account Party shall deposit with
each Issuing Bank an amount in cash equal to the LC Exposure
as of such date attributable to the Extended Letters of
Credit issued by such Issuing Bank for the account of such
Account Party. Each such deposit shall be held by the
applicable Issuing Bank as collateral for the obligations of
such Account Party in respect of such Extended Letters of
Credit. Each applicable Issuing Bank shall have exclusive
dominion and control, including the exclusive right of
withdrawal, over such account. Other than any interest
earned on the investment of such deposits, which investments
shall be made at the option and sole discretion of the
relevant Issuing Bank and at such Account Party's risk and
expense, such deposits shall not bear interest. Interest or
profits, if any, on such investments shall accumulate in
such account. Moneys in such account shall be applied by the
relevant Issuing Bank to reimburse LC Disbursements in
respect of such Extended Letters of Credit issued for the
account of such Account Party for which such Issuing Bank
has not been reimbursed and, to the extent not so applied,
shall be held for the satisfaction of the reimbursement
obligations of such Account Party for the LC Exposure at
such time.
(iii) After the close of business on the date that is
five Business Days prior to the Maturity Date, the fees that
would have accrued pursuant to clause (i) of Section 2.11(b)
(if the participations of the Lenders in the Extended
Letters of Credit had not terminated) shall continue to
accrue on the LC Exposure in respect of each Extended Letter
of Credit and shall be payable to each applicable Issuing
Bank for its own account.
SECTION 3. Amendments of Section 6.05. Section 6.05 of the Credit
----------------------------
Agreement is hereby amended by (a) deleting the word "and" appearing
at the end of clause (f) thereof, (b) adding the word "and" at the end
of clause (g) thereof and (c) adding following clause (g) thereof
before the proviso the following new clause (h):
(h) the sale, transfer or other disposition, in whole
or in part, of the Eckerd Companies or their assets;
provided that no Default shall have occurred and be
--------
continuing at the time of and after giving effect to any
such sale, transfer or other disposition;
2
<page>
SECTION 4. Representations and Warranties. Each of Holdings, the
---------------------------------
Parent Borrower and Purchasing represents and warrants to the
Administrative Agent and to each of the Lenders that:
(a) The representations and warranties of each of Holdings, the
Parent Borrower and Holdings set forth in the Credit Agreement are
true and correct on and as of the date hereof.
(b) Immediately after giving effect to this Amendment, no Default
shall have occurred and be continuing.
SECTION 5. Effectiveness. This Amendment shall become effective
---------------
as of the date first written above when the Administrative Agent shall
have received (a) counterparts of this Amendment that, when taken
together, bear the signatures of Holdings, the Parent Borrower,
Purchasing and the Required Lenders, (b) for the account of each
Lender that executes and delivers a counterpart of this Amendment on
or before June 2, 2004 an amendment fee equal to 0.05% of its
Commitment and (c) all amounts due and payable pursuant to the Credit
Agreement or this Amendment on or prior to the date that this
Amendment becomes effective including, to the extent previously
invoiced, reimbursement or payment of all out-of-pocket expenses
required to be reimbursed or paid hereunder or thereunder.
SECTION 6. Credit Agreement. Except as specifically amended
------------------
hereby, the Credit Agreement shall continue in full force and effect
in accordance with the provisions thereof as in existence on the date
hereof. After the date hereof, any reference to the Credit Agreement
shall mean the Credit Agreement as amended or modified hereby.
SECTION 7. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY,
-----------------
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 8. Counterparts. This Amendment may be executed in two or
------------
more counterparts, each of which shall constitute an original but all
of which when taken together shall constitute but one agreement.
Delivery of an executed signature page to this Amendment by facsimile
transmission shall be effective as delivery of a manually signed
counterpart of this Amendment.
SECTION 9. Expenses. The Parent Borrower and the other Loan
---------
Parties agree, jointly and severally, to reimburse the Administrative
Agent for its reasonable out-of-pocket expenses in connection with
this Amendment, including the reasonable fees, charges and
disbursements of Cravath, Swaine & Moore LLP, counsel for the
Administrative Agent.
SECTION 10. Headings. The Section headings used herein are for
---------
convenience of reference only, are not part of this Amendment and are
not to affect the construction of, or to be taken into consideration
in interpreting, this Amendment.
3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed by their respective authorized officers as of the
day and year first written above.
J. C. PENNEY COMPANY, INC.,
by
/s/ Robert B. Cavanaugh
------------------------------
Name: Robert B. Cavanaugh
Title: E.V.P., Chief Financial Officer
J. C. PENNEY CORPORATION, INC.,
by
/s/ Michael Dastugue
-----------------------------
Name: Michael Dastugue
Title: Vice President & Treasurer
J. C. PENNEY PURCHASING CORPORATION,
by
/s/ Peter M. McGrath
-------------------------------
Name: Peter M. McGrath
Title: President
JPMorgan CHASE BANK, individually
and as administrative agent,
by
/s/ Barry K. Bergman
------------------------------
Name: Barry K. Bergman
Title: Vice President
4
SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF JUNE 2, 2004,
TO THE CREDIT AGREEMENT DATED AS OF MAY 31, 2002, AMONG J.C.
PENNEY COMPANY, INC., J.C. PENNEY CORPORATION, INC., J.C.
PENNEY PURCHASING CORPORATION, THE LENDERS, JPMORGAN CHASE
BANK, AS ADMINISTRATIVE AGENT, and WACHOVIA BANK, NATIONAL
ASSOCIATION, AS LC AGENT,
Name of Institution:
Allied Irish Banks, p.l.c.
---------------------------------
By /s/ Germaine Reusch
---------------------------------
Name: Germaine Reusch
Title: Senior Vice President
By /s/ Denise Magyer
------------------------------
Name: Denise Magyer
Title: Vice President
SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF JUNE 2, 2004,
TO THE CREDIT AGREEMENT DATED AS OF MAY 31, 2002, AMONG J.C.
PENNEY COMPANY, INC., J.C. PENNEY CORPORATION, INC., J.C.
PENNEY PURCHASING CORPORATION, THE LENDERS, JPMORGAN CHASE
BANK, AS ADMINISTRATIVE AGENT, and WACHOVIA BANK, NATIONAL
ASSOCIATION, AS LC AGENT,
Name of Institution: Banco Popular
de Puerto Rico, New York Branch
----------------------------------
By /s/ Hector J. Gonzalez
---------------------------
Name: Hector J. Gonzalez
Title: Vice President
SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF JUNE 2, 2004,
TO THE CREDIT AGREEMENT DATED AS OF MAY 31, 2002, AMONG J.C.
PENNEY COMPANY, INC., J.C. PENNEY CORPORATION, INC., J.C.
PENNEY PURCHASING CORPORATION, THE LENDERS, JPMORGAN CHASE
BANK, AS ADMINISTRATIVE AGENT, and WACHOVIA BANK, NATIONAL
ASSOCIATION, AS LC AGENT,
Name of Institution:
Bank of America, N.A.
------------------------------
By /s/ Amy Honey
------------------------------
Name: Amy Honey
Title: Vice President
SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF JUNE 2, 2004,
TO THE CREDIT AGREEMENT DATED AS OF MAY 31, 2002, AMONG J.C.
PENNEY COMPANY, INC., J.C. PENNEY CORPORATION, INC., J.C.
PENNEY PURCHASING CORPORATION, THE LENDERS, JPMORGAN CHASE
BANK, AS ADMINISTRATIVE AGENT, and WACHOVIA BANK, NATIONAL
ASSOCIATION, AS LC AGENT,
Name of Institution:
Bank of Scotland
---------------------------
By /s/ Karen Workman
--------------------------------
Name: Karen Workman
Title: Assistant Vice President
SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF JUNE 2, 2004,
TO THE CREDIT AGREEMENT DATED AS OF MAY 31, 2002, AMONG J.C.
PENNEY COMPANY, INC., J.C. PENNEY CORPORATION, INC., J.C.
PENNEY PURCHASING CORPORATION, THE LENDERS, JPMORGAN CHASE
BANK, AS ADMINISTRATIVE AGENT, and WACHOVIA BANK, NATIONAL
ASSOCIATION, AS LC AGENT,
Name of Institution:
CIT-BC
-------------------------
By /s/ Steven Schuit
------------------------------
Name: Steven Schuit
Title: Vice President
Team Leader
SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF JUNE 2, 2004,
TO THE CREDIT AGREEMENT DATED AS OF MAY 31, 2002, AMONG J.C.
PENNEY COMPANY, INC., J.C. PENNEY CORPORATION, INC., J.C.
PENNEY PURCHASING CORPORATION, THE LENDERS, JPMORGAN CHASE
BANK, AS ADMINISTRATIVE AGENT, and WACHOVIA BANK, NATIONAL
ASSOCIATION, AS LC AGENT,
Name of Institution:
Citicorp USA, Inc.
------------------------
By /s/ Robert A. Snell
-----------------------------
Name: Robert A. Snell
Title: Vice President
SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF JUNE 2, 2004,
TO THE CREDIT AGREEMENT DATED AS OF MAY 31, 2002, AMONG J.C.
PENNEY COMPANY, INC., J.C. PENNEY CORPORATION, INC., J.C.
PENNEY PURCHASING CORPORATION, THE LENDERS, JPMORGAN CHASE
BANK, AS ADMINISTRATIVE AGENT, and WACHOVIA BANK, NATIONAL
ASSOCIATION, AS LC AGENT,
Name of Institution:
Compass Bank
-------------------------
By /s/ Bruce Frey
-------------------------
Name: Bruce Frey
Title: Vice President
SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF JUNE 2, 2004,
TO THE CREDIT AGREEMENT DATED AS OF MAY 31, 2002, AMONG J.C.
PENNEY COMPANY, INC., J.C. PENNEY CORPORATION, INC., J.C.
PENNEY PURCHASING CORPORATION, THE LENDERS, JPMORGAN CHASE
BANK, AS ADMINISTRATIVE AGENT, and WACHOVIA BANK, NATIONAL
ASSOCIATION, AS LC AGENT,
Name of Institution:
Credit Suisse First Boston, acting
through its Cayman Islands Branch
--------------------------------
By /s/ Bill O'Daly
--------------------------------
Name: Bill O'Daly
Title: Director
By /s/ Cassandra Droogan
--------------------------------
Name: Cassandra Droogan
Title: Associate
SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF JUNE 2, 2004,
TO THE CREDIT AGREEMENT DATED AS OF MAY 31, 2002, AMONG J.C.
PENNEY COMPANY, INC., J.C. PENNEY CORPORATION, INC., J.C.
PENNEY PURCHASING CORPORATION, THE LENDERS, JPMORGAN CHASE
BANK, AS ADMINISTRATIVE AGENT, and WACHOVIA BANK, NATIONAL
ASSOCIATION, AS LC AGENT,
Name of Institution:
Fleet National Bank
----------------------------
By /s/ Judith C.E. Kelly
----------------------------
Name: Judith C.E. Kelly
Title: Managing Director
SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF JUNE 2, 2004,
TO THE CREDIT AGREEMENT DATED AS OF MAY 31, 2002, AMONG J.C.
PENNEY COMPANY, INC., J.C. PENNEY CORPORATION, INC., J.C.
PENNEY PURCHASING CORPORATION, THE LENDERS, JPMORGAN CHASE
BANK, AS ADMINISTRATIVE AGENT, and WACHOVIA BANK, NATIONAL
ASSOCIATION, AS LC AGENT,
Name of Institution:
General Electric Capital Corporation
---------------------------------------
By /s/ Karl Kieffer
---------------------------------------
Name: Karl Kieffer
Title: Duly Authorized Signatory
SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF JUNE 2, 2004,
TO THE CREDIT AGREEMENT DATED AS OF MAY 31, 2002, AMONG J.C.
PENNEY COMPANY, INC., J.C. PENNEY CORPORATION, INC., J.C.
PENNEY PURCHASING CORPORATION, THE LENDERS, JPMORGAN CHASE
BANK, AS ADMINISTRATIVE AGENT, and WACHOVIA BANK, NATIONAL
ASSOCIATION, AS LC AGENT,
Name of Institution:
Hibernia National Bank
--------------------------
By /s/ Laura Watts
--------------------------
Name: Laura Watts
Title: Vice President
SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF JUNE 2, 2004,
TO THE CREDIT AGREEMENT DATED AS OF MAY 31, 2002, AMONG J.C.
PENNEY COMPANY, INC., J.C. PENNEY CORPORATION, INC., J.C.
PENNEY PURCHASING CORPORATION, THE LENDERS, JPMORGAN CHASE
BANK, AS ADMINISTRATIVE AGENT, and WACHOVIA BANK, NATIONAL
ASSOCIATION, AS LC AGENT,
Name of Institution:
HSBC Bank USA
------------------------
By /s/ Robert Corder
------------------------
Name: Robert Corder
Title: Senior Vice President
SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF JUNE 2, 2004,
TO THE CREDIT AGREEMENT DATED AS OF MAY 31, 2002, AMONG J.C.
PENNEY COMPANY, INC., J.C. PENNEY CORPORATION, INC., J.C.
PENNEY PURCHASING CORPORATION, THE LENDERS, JPMORGAN CHASE
BANK, AS ADMINISTRATIVE AGENT, and WACHOVIA BANK, NATIONAL
ASSOCIATION, AS LC AGENT,
Name of Institution:
Mellon Bank, N.A.
-------------------------
By /s/ J. Cate
-------------------------
Name: J. Cate
Title: 1st Vice President
SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF JUNE 2, 2004,
TO THE CREDIT AGREEMENT DATED AS OF MAY 31, 2002, AMONG J.C.
PENNEY COMPANY, INC., J.C. PENNEY CORPORATION, INC., J.C.
PENNEY PURCHASING CORPORATION, THE LENDERS, JPMORGAN CHASE
BANK, AS ADMINISTRATIVE AGENT, and WACHOVIA BANK, NATIONAL
ASSOCIATION, AS LC AGENT,
Name of Institution:
National City Bank
---------------------------
By /s/ Michael J. Durbin
---------------------------
Name: Michael J. Durbin
Title: Senior Vice President
SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF JUNE 2, 2004,
TO THE CREDIT AGREEMENT DATED AS OF MAY 31, 2002, AMONG J.C.
PENNEY COMPANY, INC., J.C. PENNEY CORPORATION, INC., J.C.
PENNEY PURCHASING CORPORATION, THE LENDERS, JPMORGAN CHASE
BANK, AS ADMINISTRATIVE AGENT, and WACHOVIA BANK, NATIONAL
ASSOCIATION, AS LC AGENT,
Name of Institution:
PNC Bank, N.A.
------------------------
By /s/ Sharon Geffel
------------------------
Name: Sharon Geffel
Title: Vice President
SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF JUNE 2, 2004,
TO THE CREDIT AGREEMENT DATED AS OF MAY 31, 2002, AMONG J.C.
PENNEY COMPANY, INC., J.C. PENNEY CORPORATION, INC., J.C.
PENNEY PURCHASING CORPORATION, THE LENDERS, JPMORGAN CHASE
BANK, AS ADMINISTRATIVE AGENT, and WACHOVIA BANK, NATIONAL
ASSOCIATION, AS LC AGENT,
Name of Institution:
RZB Finance LLC
-------------------------
By /s/ John A. Valiska
-------------------------
Name: John A. Valiska
Title: Group Vice President
By /s/ Christoph Hoedl
--------------------------
Name: Christoph Hoedl
Title: Vice President
SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF JUNE 2, 2004,
TO THE CREDIT AGREEMENT DATED AS OF MAY 31, 2002, AMONG J.C.
PENNEY COMPANY, INC., J.C. PENNEY CORPORATION, INC., J.C.
PENNEY PURCHASING CORPORATION, THE LENDERS, JPMORGAN CHASE
BANK, AS ADMINISTRATIVE AGENT, and WACHOVIA BANK, NATIONAL
ASSOCIATION, AS LC AGENT,
Name of Institution:
Siemens Financial Services, Inc.
-----------------------------------
By /s/ Frank Amodio
-----------------------------------
Name: Frank Amodio
Title: Vice President - Credit
SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF JUNE 2, 2004,
TO THE CREDIT AGREEMENT DATED AS OF MAY 31, 2002, AMONG J.C.
PENNEY COMPANY, INC., J.C. PENNEY CORPORATION, INC., J.C.
PENNEY PURCHASING CORPORATION, THE LENDERS, JPMORGAN CHASE
BANK, AS ADMINISTRATIVE AGENT, and WACHOVIA BANK, NATIONAL
ASSOCIATION, AS LC AGENT,
Name of Institution:
Standard Chartered Bank
------------------------------
By /s/ Alan Babcock
------------------------------
Name: Alan Babcock
Title: Senior Vice President
By /s/ Andrew Y. Ng
--------------------------------
Name: Andrew Y. Ng
Title: Vice President
SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF JUNE 2, 2004,
TO THE CREDIT AGREEMENT DATED AS OF MAY 31, 2002, AMONG J.C.
PENNEY COMPANY, INC., J.C. PENNEY CORPORATION, INC., J.C.
PENNEY PURCHASING CORPORATION, THE LENDERS, JPMORGAN CHASE
BANK, AS ADMINISTRATIVE AGENT, and WACHOVIA BANK, NATIONAL
ASSOCIATION, AS LC AGENT,
Name of Institution:
State Street Bank and Trust Company
------------------------------------
By /s/ Juan G. Sierra
-------------------------------------
Name: Juan G. Sierra
Title: Assistant Vice President
SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF JUNE 2, 2004,
TO THE CREDIT AGREEMENT DATED AS OF MAY 31, 2002, AMONG J.C.
PENNEY COMPANY, INC., J.C. PENNEY CORPORATION, INC., J.C.
PENNEY PURCHASING CORPORATION, THE LENDERS, JPMORGAN CHASE
BANK, AS ADMINISTRATIVE AGENT, and WACHOVIA BANK, NATIONAL
ASSOCIATION, AS LC AGENT,
Name of Institution:
The Bank of New York
---------------------------
By /s/ Johna M. Fidanza
---------------------------
Name: Johna M. Fidanza
Title: Vice President
SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF JUNE 2, 2004,
TO THE CREDIT AGREEMENT DATED AS OF MAY 31, 2002, AMONG J.C.
PENNEY COMPANY, INC., J.C. PENNEY CORPORATION, INC., J.C.
PENNEY PURCHASING CORPORATION, THE LENDERS, JPMORGAN CHASE
BANK, AS ADMINISTRATIVE AGENT, and WACHOVIA BANK, NATIONAL
ASSOCIATION, AS LC AGENT,
Name of Institution:
The Northern Trust Company
----------------------------
By /s/ Kathleen D. Schurr
----------------------------
Name: Kathleen D. Schurr
Title: Vice President
SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF JUNE 2, 2004,
TO THE CREDIT AGREEMENT DATED AS OF MAY 31, 2002, AMONG J.C.
PENNEY COMPANY, INC., J.C. PENNEY CORPORATION, INC., J.C.
PENNEY PURCHASING CORPORATION, THE LENDERS, JPMORGAN CHASE
BANK, AS ADMINISTRATIVE AGENT, and WACHOVIA BANK, NATIONAL
ASSOCIATION, AS LC AGENT,
Name of Institution:
Transamerica Business Capital Corporation
-----------------------------------------
By /s/ Karl Kieffer
-----------------------------------------
Name: Karl Kieffer
Title: Duly Authorized Signatory
SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF JUNE 2, 2004,
TO THE CREDIT AGREEMENT DATED AS OF MAY 31, 2002, AMONG J.C.
PENNEY COMPANY, INC., J.C. PENNEY CORPORATION, INC., J.C.
PENNEY PURCHASING CORPORATION, THE LENDERS, JPMORGAN CHASE
BANK, AS ADMINISTRATIVE AGENT, and WACHOVIA BANK, NATIONAL
ASSOCIATION, AS LC AGENT,
Name of Institution:
UMB Bank, na
---------------------
By /s/ David A. Proffitt
---------------------------
Name: David A. Proffitt
Title: Senior Vice President
SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF JUNE 2, 2004,
TO THE CREDIT AGREEMENT DATED AS OF MAY 31, 2002, AMONG J.C.
PENNEY COMPANY, INC., J.C. PENNEY CORPORATION, INC., J.C.
PENNEY PURCHASING CORPORATION, THE LENDERS, JPMORGAN CHASE
BANK, AS ADMINISTRATIVE AGENT, and WACHOVIA BANK, NATIONAL
ASSOCIATION, AS LC AGENT,
Name of Institution:
U.S. Bank National Association
-----------------------------------
By /s/ Douglas A. Rich
------------------------------------
Name: Douglas A. Rich
Title: Vice President
SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF JUNE 2, 2004,
TO THE CREDIT AGREEMENT DATED AS OF MAY 31, 2002, AMONG J.C.
PENNEY COMPANY, INC., J.C. PENNEY CORPORATION, INC., J.C.
PENNEY PURCHASING CORPORATION, THE LENDERS, JPMORGAN CHASE
BANK, AS ADMINISTRATIVE AGENT, and WACHOVIA BANK, NATIONAL
ASSOCIATION, AS LC AGENT,
Name of Institution:
Wachovia Bank, National Bank
-------------------------------
By /s/ Thomas M. Harper
-------------------------------
Name: Thomas M. Harper
Title: Senior Vice President
SIGNATURE PAGE TO AMENDMENT NO. 1 DATED AS OF JUNE 2, 2004,
TO THE CREDIT AGREEMENT DATED AS OF MAY 31, 2002, AMONG J.C.
PENNEY COMPANY, INC., J.C. PENNEY CORPORATION, INC., J.C.
PENNEY PURCHASING CORPORATION, THE LENDERS, JPMORGAN CHASE
BANK, AS ADMINISTRATIVE AGENT, and WACHOVIA BANK, NATIONAL
ASSOCIATION, AS LC AGENT,
Name of Institution:
Wells Fargo Bank N.A.
--------------------------
By /s/ Preston Massey
--------------------------
Name: Preston Massey
Title: Vice President