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”).
ContractContribution Agreement • May 21st, 2009 • J C Penney Co Inc • Retail-department stores • New York
The Shares will be subject to the registration rights set forth in the Registration Rights Agreement, dated the date hereof (the “Registration Rights Agreement”), by and between the Company and the Manager. Pursuant to the Registration Rights Agreement, and in accordance with the terms therein, the Company will agree, for the benefit of the Trust, (i) to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) with respect to the resale of the Shares by the Trust and (ii) to use its reasonable commercial efforts to cause the Registration Statement to be declared effective under the Securities Act of 1933, as amended (the “1933 Act”), and to maintain the effectiveness of such Registration Statement.
