EX-4.R 5 dex4r.txt FIRST SUPPLEMENTAL INDENTURE-JP MORGAN EXHIBIT 4(r) J. C. PENNEY COMPANY, INC. AND J. C. PENNEY CORPORATION, INC. AND JPMORGAN CHASE BANK, as Trustee -------------------- FIRST SUPPLEMENTAL INDENTURE Dated as of January 27, 2002 TO INDENTURE Dated as of May 1, 1981 FIRST SUPPLEMENTAL INDENTURE ---------------------------- First Supplemental Indenture dated as of January 27, 2002, among J. C. Penney Company, Inc., a Delaware corporation (hereinafter called "Co-Obligor"), J. C. Penney Corporation, Inc., a wholly-owned subsidiary of the Co-Obligor (formerly known as J. C. Penney Company Inc. and hereinafter called the "Company") and JPMorgan Chase Bank (formerly known as Chemical Bank), a New York banking corporation, as Trustee (hereinafter called the "Trustee"). RECITALS OF THE COMPANY The Company and the Trustee have heretofore executed an Indenture dated as of May 1, 1981 (hereinafter called the "Original Indenture"), providing for the issuance of Debentures of the Company in accordance with its terms. JCP Merger Sub, Inc., a wholly-owned subsidiary of the Co-Obligor has been merged with and into the Company (the "Merger") and, as a result of the Merger, the Company has become a wholly-owned subsidiary of Co-Obligor. Co-Obligor has agreed to become a co-obligor with respect to the Debentures issued under the Original Indenture. Section 9.01 of the Original Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, making any provisions with respect to matters arising under the Original Indenture which shall not be inconsistent with the provisions of the Original Indenture, provided that such action shall not adversely affect the interest of the Holders of the Debentures. All things necessary to make this Supplemental Indenture a valid agreement of the Company, in accordance with the terms of the Original Indenture, have been done. NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH: That in order to make provision for Co-Obligor to become a co-obligor with the Company on the Debentures issued under the Original Indenture, Co-Obligor and the Company in consideration of the Trustee entering into this Supplemental Indenture, covenant and agree with the Trustee as follows: Section 1. Co-Obligor Status. --------- ----------------- Co-Obligor hereby expressly agrees to become a co-obligor of the Debentures liable for the due and punctual payment of the principal of, and interest on all the Debentures. Section 2. Joint and Several Liability. --------- --------------------------- Co-Obligor and the Company, as co-obligors, shall be jointly and severally liable for the due and punctual payment of the principal of, and interest on all Debentures. Section 3. No Release of Company. --------- --------------------- Notwithstanding the agreement of the Co-Obligor to become liable for the due and punctual payment of the principal of, and interest on all the Debentures issued under and subject to the Indenture, the Company remains fully liable for all of its obligations under the Indenture and has not been released from any liabilities or obligations thereunder. Section 4. General. --------- ------- This Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Original Indenture, and, as provided in the Original Indenture, this Supplemental Indenture forms a part thereof. All terms used in this Supplemental Indenture which are defined in the Original Indenture shall have the meanings assigned to them in the Original Indenture except as otherwise provided in this Supplemental Indenture. The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture. All covenants and agreements in this Supplemental Indenture by Co-Obligor and the Company shall bind their successors and assigns, whether so expressed or not. This Supplemental Indenture shall be construed in accordance with and governed by the laws of the State of New York. This Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument. 2 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. J. C. Penney Company, Inc., as Co-Obligor By:/s/ Robert B. Cavanaugh ----------------------------- Attest:/s/ C. R. Lotter ------------------------- Secretary J. C. Penney Corporation, Inc., as the Company By:/s/ Robert B. Cavanaugh ----------------------------- Attest:/s/ Jeffrey J. Vawrinek ------------------------- Assistant Secretary JPMorgan Chase Bank, as Trustee By:/s/ N. Rodriquez ----------------------------- Attest:/s/ Diane Darconte ------------------------- Authorized Officer 3