EX-4
from SC 13D/A
6 pages
February 24, 2011 This Letter Constitutes the Agreement (The “Agreement”) Between J. C. Penney Company, Inc. (The “Company”), on the One Hand, and Vornado Realty Trust and Its Controlled Affiliates (Collectively, the “Stockholders”), on the Other Hand, With Respect to the Matters Set Forth Below. 1. the Company’s Board of Directors (The “Board”) Intends to Implement a Share Repurchase Program Authorizing the Company to Repurchase Up to $900 Million in Value of Shares of Its Common Stock (The “Share Repurchase”). 2. on a Schedule 13d Filed on October 8, 2010, the Stockholders Reported That They Beneficially Own 23,400,000 Shares of Common Stock, Which Represented Beneficial Ownership of 9.9% of the Outstanding Common Stock. 3. in the Absence of Participation by the Stockholders in the Share Repurchase, the Percentage of the Outstanding Shares of Common Stock Beneficially Owned by the Stockholders Will Increase
12/34/56
EX-4.4
from 8-K
31 pages
B. the Company Has Granted to the Underwriters an Option for 30 Days to Purchase Up to an Additional $210,000,000 Aggregate Principal Amount of 2.85% Convertible Senior Debentures at a Price Equal to 98.00% of the Aggregate Principal Amount Thereof, Plus Accrued Interest, if Any, From March 27, 2007, Solely to Cover Over-Allotments; and It Is C. the Company Has Caused the Operating Partnership to Guarantee the Debentures on the Terms Set Forth Herein; and It Is D. There Is Hereby Approved and Established a Series of Debt Securities Under the Indenture Whose Terms Are as Follows: (A) the Securities of Such Series Are Known as the “2.85% Convertible Senior Debentures Due 2027” of the Company. (B) the Debentures Are Unsecured and Rank Equally Among Themselves and With All of the Company’s Other Unsecured and Unsubordinated Indebtedness
12/34/56
