Copper Property CTL Pass Through Trust – Material Contracts Watch

from 10-Q 8 pages Material contract

from 10-Q 8 pages 1 Amendment to Purchase and Sale Agreement This Amendment to Purchase and Sale Agreement (This “Amendment”) Is Entered Into This 23rd Day of July, 2025 (The “Amendment Effective Date”) by and Among (A) (I) Ctl Propco I LLC, a Delaware Limited Liability Company (“Ctl I LLC”), (II) Ctl Propco I L.P., a Delaware Limited Partnership (“Ctl I LP”), (III) Ctl Propco Pr I LLC, a Puerto Rico Limited Liability Company (“Ctl Pr I LLC”), and (IV) Ctl Propco Pr II LLC, a Puerto Rico Limited Liability Company (“Ctl Pr II LLC” And, Together With Ctl I LLC, Ctl I LP and Ctl Pr I LLC, Individually or Collectively, as the Context May Require, “Seller”), and (B) Opltd Jcp LLC, a Delaware Limited Liability Company (“Buyer”), and (C) Is Joined by Commonwealth Land Title Insurance Company (“Escrow Agent”). Recitals: A. Seller and Buyer Entered Into That Certain Purchase and Sale Agreement, Dated June 16, 2025 (The “Psa”) for the Real Property, as Defined and Described in the Psa. B. Seller and Buyer Desire to Amend the Psa as More Particularly Set Forth Below. Agreement in Consideration of the Mutual Covenants Herein Contained, and Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, Seller and Purchaser Agree as Follows: 1. Capitalized Terms. Capitalized Terms That Are Used Herein and Not Otherwise Defined Herein Shall Have the Meanings Ascribed to Them in the Psa. 2. Partial Release and Modification of Deposit. (A) Seller and Buyer Hereby Mutually and Irrevocably Direct Escrow Agent to [***] Certain Information Contained in This Document Has, Pursuant to Item 601(b)(2) of Regulation S-K, Been Excluded Because Such Information Is Both Not Material and Is the Type of Information That the Trust Treats as Private or Confidential

from 10-Q 57 pages Execution Version 151825035v18 Purchase and Sale Agreement by and Among Ctl Propco I LLC, Ctl Propco I L.P., Ctl Propco Pr I LLC and Ctl Propco Pr II LLC Collectively, as Seller, and Opltd Jcp LLC, as Buyer June 16, 2025

from 8-K 2 pages Amendment No. 1 to Management Agreement

from 10-12G/A 30 pages Management Agreement

from 10-12G 21 pages Transition Services Agreement by and Between Penney Borrower LLC and J. C. Penney Corporation, Inc. Dated as of December 7, 2020

from 10-12G 133 pages Distribution Center Master Lease by and Among J. C. Penney Properties, LLC and J. C. Penney Corporation, Inc., Collectively as Landlord, and Penney Tenant II LLC, as Tenant

from 10-12G 164 pages Retail Master Lease by and Among J. C. Penney Corporation, Inc., J. C. Penney Properties, LLC and Jcpenney Puerto Rico, Inc., Collectively as Landlord, and Penney Tenant I LLC, as Tenant