EX-4.1



 Exhibit 4.1 

Execution Version 
  

 
 J. C. PENNEY
CORPORATION, INC., 
 as Issuer, 

the GUARANTORS party hereto 
 AND

 WILMINGTON TRUST, NATIONAL ASSOCIATION, 

as Trustee 
 $400,000,000 8.625%
Senior Secured Second Priority Notes due 2025 
  

 
 INDENTURE 

Dated as of March 12, 2018 
  

 







 Table of Contents 

 

							
	 	  	 	  	Page	 
	
	ARTICLE I	 
	
	DEFINITIONS AND INCORPORATION BY REFERENCE	 
			
	 SECTION 1.1.
	  	Definitions	  	 	1	 
	 SECTION 1.2.
	  	Other Definitions	  	 	22	 
	 SECTION 1.3.
	  	Rules of Construction	  	 	23	 
	 SECTION 1.4.
	  	Inapplicability of the Trust Indenture Act	  	 	24	 
	
	ARTICLE II	 
	
	THE NOTES	 
			
	 SECTION 2.1.
	  	Form, Dating and Terms	  	 	24	 
	 SECTION 2.2.
	  	Execution and Authentication	  	 	28	 
	 SECTION 2.3.
	  	Registrar and Paying Agent	  	 	29	 
	 SECTION 2.4.
	  	Paying Agent to Hold Money in Trust	  	 	29	 
	 SECTION 2.5.
	  	Holder Lists	  	 	29	 
	 SECTION 2.6.
	  	Transfer and Exchange	  	 	30	 
	 SECTION 2.7.
	  	Mutilated, Destroyed, Lost or Stolen Notes	  	 	33	 
	 SECTION 2.8.
	  	Outstanding Notes	  	 	33	 
	 SECTION 2.9.
	  	Temporary Notes	  	 	34	 
	 SECTION 2.10.
	  	Cancellation	  	 	34	 
	 SECTION 2.11.
	  	Payment of Interest; Defaulted Interest	  	 	34	 
	 SECTION 2.12.
	  	CUSIP and ISIN Numbers	  	 	35	 
	
	ARTICLE III	 
	
	COVENANTS	 
			
	 SECTION 3.1.
	  	Payment of Notes	  	 	35	 
	 SECTION 3.2.
	  	Maintenance of Office or Agency	  	 	35	 
	 SECTION 3.3.
	  	Stay, Extension and Usury Laws	  	 	36	 
	 SECTION 3.4.
	  	Compliance Certificate	  	 	36	 
	 SECTION 3.5.
	  	Limitation on Asset Dispositions	  	 	36	 
	 SECTION 3.6.
	  	Limitation on Liens	  	 	39	 
	 SECTION 3.7.
	  	Limitation on Sale and Lease-Back Transactions	  	 	39	 
	 SECTION 3.8.
	  	Subsidiaries	  	 	39	 
	 SECTION 3.9.
	  	Change of Control	  	 	39	 
	 SECTION 3.10.
	  	Reports	  	 	41	 
	 SECTION 3.11.
	  	Limitation on Real Estate Subsidiary Guarantor Indebtedness	  	 	41	 
	 SECTION 3.12.
	  	Statement by Officers as to Default	  	 	43	 
	
	ARTICLE IV	 
	
	CONSOLIDATION, MERGER OR SALE OF ASSETS	 
			
	 SECTION 4.1.
	  	Consolidation, Merger or Sale of Assets	  	 	43	 
	 SECTION 4.2.
	  	Successor Corporation Substituted	  	 	44	 









							
	
	ARTICLE V	 
	
	REDEMPTION OF SECURITIES	 
			
	 SECTION 5.1.
	  	Notices and Opinions to Trustee	  	 	44	 
	 SECTION 5.2.
	  	Selection of Notes to Be Redeemed or Purchased	  	 	44	 
	 SECTION 5.3.
	  	Notice of Redemption	  	 	45	 
	 SECTION 5.4.
	  	Effect of Notice of Redemption	  	 	45	 
	 SECTION 5.5.
	  	Deposit of Redemption Price	  	 	46	 
	 SECTION 5.6.
	  	Notes Redeemed in Part	  	 	46	 
	 SECTION 5.7.
	  	Optional Redemption	  	 	46	 
	 SECTION 5.8.
	  	Mandatory Redemption	  	 	47	 
	
	ARTICLE VI	 
	
	DEFAULTS AND REMEDIES	 
			
	 SECTION 6.1.
	  	Events of Default	  	 	47	 
	 SECTION 6.2.
	  	Acceleration	  	 	49	 
	 SECTION 6.3.
	  	Other Remedies	  	 	49	 
	 SECTION 6.4.
	  	Waiver of Past or Existing Defaults	  	 	49	 
	 SECTION 6.5.
	  	Control by Majority	  	 	50	 
	 SECTION 6.6.
	  	Limitation on Suits	  	 	50	 
	 SECTION 6.7.
	  	Rights of Holders to Receive Payment	  	 	50	 
	 SECTION 6.8.
	  	Collection Suit by Trustee	  	 	50	 
	 SECTION 6.9.
	  	Trustee May File Proofs of Claim	  	 	51	 
	 SECTION 6.10.
	  	Priorities	  	 	51	 
	 SECTION 6.11.
	  	Undertaking for Costs	  	 	51	 
	
	ARTICLE VII	 
	
	TRUSTEE	 
			
	 SECTION 7.1.
	  	Duties of Trustee	  	 	52	 
	 SECTION 7.2.
	  	Rights of Trustee	  	 	53	 
	 SECTION 7.3.
	  	Individual Rights of Trustee	  	 	54	 
	 SECTION 7.4.
	  	Trustee’s Disclaimer	  	 	54	 
	 SECTION 7.5.
	  	Notice of Defaults	  	 	54	 
	 SECTION 7.6.
	  	[Reserved]	  	 	54	 
	 SECTION 7.7.
	  	Compensation and Indemnity	  	 	54	 
	 SECTION 7.8.
	  	Replacement of Trustee	  	 	55	 
	 SECTION 7.9.
	  	Successor Trustee by Merger	  	 	55	 
	 SECTION 7.10.
	  	Eligibility; Disqualification	  	 	56	 
	 SECTION 7.11.
	  	Collateral Documents; Intercreditor Agreements	  	 	56	 
	
	ARTICLE VIII	 
	
	DEFEASANCE AND DISCHARGE PRIOR TO MATURITY	 
			
	 SECTION 8.1.
	  	Option to Effect Defeasance	  	 	56	 
	 SECTION 8.2.
	  	Defeasance and Discharge	  	 	56	 
	 SECTION 8.3.
	  	Conditions to Defeasance	  	 	57	 
	 SECTION 8.4.
	  	Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions	  	 	57	 
	 SECTION 8.5.
	  	Repayment to the Issuer	  	 	58	 
	 SECTION 8.6.
	  	Reinstatement	  	 	58	 


  
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	ARTICLE IX	 
	
	AMENDMENTS	 
			
	 SECTION 9.1.
	  	Without Consent of Holders	  	 	58	 
	 SECTION 9.2.
	  	With Consent of Holders	  	 	59	 
	 SECTION 9.3.
	  	[Reserved]	  	 	60	 
	 SECTION 9.4.
	  	Revocation and Effect of Consents and Waivers	  	 	60	 
	 SECTION 9.5.
	  	Notation on or Exchange of Notes	  	 	61	 
	 SECTION 9.6.
	  	Trustee to Sign Amendments	  	 	61	 
	
	ARTICLE X	 
	
	GUARANTEE	 
			
	 SECTION 10.1.
	  	Guarantee	  	 	61	 
	 SECTION 10.2.
	  	Limitation on Liability; Termination, Release and Discharge	  	 	63	 
	 SECTION 10.3.
	  	Right of Contribution	  	 	63	 
	 SECTION 10.4.
	  	No Subrogation	  	 	63	 
	
	ARTICLE XI	 
	
	SATISFACTION AND DISCHARGE	 
			
	 SECTION 11.1.
	  	Satisfaction and Discharge	  	 	64	 
	 SECTION 11.2.
	  	Application of Trust Money	  	 	65	 
	
	ARTICLE XII	 
	
	COLLATERAL	 
			
	 SECTION 12.1.
	  	Collateral Documents	  	 	65	 
	 SECTION 12.2.
	  	Release or Subordination of Liens on the Collateral	  	 	65	 
	
	ARTICLE XIII	 
	
	MISCELLANEOUS	 
			
	 SECTION 13.1.
	  	Notices	  	 	66	 
	 SECTION 13.2.
	  	[Reserved]	  	 	68	 
	 SECTION 13.3.
	  	Certificate and Opinion as to Conditions Precedent	  	 	68	 
	 SECTION 13.4.
	  	Statements Required in Certificate or Opinion	  	 	68	 
	 SECTION 13.5.
	  	When Notes Disregarded	  	 	68	 
	 SECTION 13.6.
	  	Rules by Trustee, Paying Agent and Registrar	  	 	68	 
	 SECTION 13.7.
	  	Legal Holidays	  	 	69	 
	 SECTION 13.8.
	  	Governing Law	  	 	69	 
	 SECTION 13.9.
	  	Jurisdiction	  	 	69	 
	 SECTION 13.10.
	  	Waivers of Jury Trial	  	 	69	 
	 SECTION 13.11.
	  	USA PATRIOT Act	  	 	69	 
	 SECTION 13.12.
	  	No Recourse Against Others	  	 	69	 
	 SECTION 13.13.
	  	Successors	  	 	69	 
	 SECTION 13.14.
	  	Multiple Originals	  	 	69	 
	 SECTION 13.15.
	  	Table of Contents; Headings	  	 	70	 
	 SECTION 13.16.
	  	Force Majeure	  	 	70	 
	 SECTION 13.17.
	  	Severability	  	 	70	 


  
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	EXHIBIT A	  	Form of Global Restricted Note
		
	EXHIBIT B	  	Form of Supplemental Indenture
		
	EXHIBIT C	  	Form of Certificate to be Delivered in Connection with Transfers Pursuant to Regulation S


  
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 INDENTURE, dated as of March 12, 2018, among J. C. PENNEY CORPORATION, INC., a Delaware
corporation (the “Issuer”), the Guarantors party hereto from time to time and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Trustee”). 

W I T N E S S E T H: 

WHEREAS, the Issuer and the Guarantors have duly authorized the execution and delivery of this Indenture to provide for the issuance and
guarantee, respectively, of (i) the Issuer’s $400,000,000 8.625% Senior Secured Second Priority Notes due 2025 (the “Initial Notes”), as issued on the date hereof, and (ii) any additional 8.625% Senior Secured Second
Priority Notes due 2025 issued pursuant to this Indenture (the “Additional Notes,” and together with the Initial Notes, the “Notes” or the “Securities”) from time to time after the Issue Date. 

NOW, THEREFORE, in consideration of the purchase of the Notes by the Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders, as follows: 
 ARTICLE I 

DEFINITIONS AND INCORPORATION BY REFERENCE 

SECTION 1.1. Definitions. 

“2019 Notes” means the Issuer’s 8.125% Senior Notes due 2019. 

“2020 Notes” means the Issuer’s 5.65% Senior Notes due 2020. 

“ABL Collateral Agent” means the “ABL Agent” (as defined in the ABL Intercreditor Agreement). 

“ABL Credit Agreement” has the meaning set forth in the ABL Intercreditor Agreement. 

“ABL Intercreditor Agreement” means that certain Intercreditor and Collateral Cooperation Agreement, dated as of
June 23, 2016, among the ABL Collateral Agent, the Term Loan/Notes Collateral Agent, the Issuer, the Guarantors party thereto and certain other parties party thereto, as amended, amended and restated, supplemented or otherwise modified prior to
the Issue Date and as supplemented by the joinder to be entered into by the Collateral Agent on the Issue Date. 
 “ABL
Lender” means each lender from time to time party to the ABL Credit Agreement. 
 “ABL Loan Documents” has the
meaning set forth in the ABL Intercreditor Agreement. 
 “ABL Secured Obligations” means the “First Priority
Obligations” (as defined in the ABL Intercreditor Agreement). 
 “ABL Secured Obligations Payment Date” means the
“First Priority Obligations Payment Date” (as defined in the ABL Intercreditor Agreement). 
 “Additional Notes”
has the meaning set forth in the first recital paragraph of this Indenture. 
 “Affiliate” means, with respect to a
specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. 

“Applicable Authorized Representative” has the meaning set forth in the Second Priority Pari Passu Intercreditor Agreement.








 “Appraised Value” of any Real Estate Asset subject to a Mortgage in favor of the
Term Loan/Notes Collateral Agent shall mean the appraised value (determined based on an “estimated market rent” valuation methodology) thereof as determined pursuant to an appraisal conducted by Cushman & Wakefield or any other
appraiser of nationally recognized standing that is not an Affiliate of the Issuer that is selected by the Issuer; provided that such appraisal has been conducted within twelve months of the date of determination of the Collateral Coverage
Ratio. 
 “Asset Disposition” means: 

(a) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions,
of (i) Second Priority Collateral or (ii) any Material Real Estate Asset (including by way of a Sale/Leaseback Transaction) of Holdings or any of its Subsidiaries (in each case other than Equity Interests of Holdings) (each referred to in
this definition as a “disposition”); or 
 (b) the issuance or sale of Equity Interests of any Subsidiary of
Holdings, whether in a single transaction or a series of related transactions; 
 in each case, other than: 

(1) dispositions to Holdings or any of its Subsidiaries or any of its Excluded Subsidiaries; provided that, with respect
to any such disposition of Material Real Estate Assets to a Subsidiary, (x) such transferee Subsidiary shall be a Subsidiary Guarantor and (y) such transferee Subsidiary shall not have outstanding, at the time of such transferee
Subsidiary’s acquisition of such Material Real Estate Asset, any Indebtedness incurred or Guaranteed since the Issue Date that would not be permitted by Section 3.11, applying Section 3.11 to such transferee Subsidiary at the time of
such transferee Subsidiary’s acquisition of such Material Real Estate Asset; 
 (2) any merger, consolidation or
disposition of all or substantially all of the assets of the Issuer in a transaction governed by the provisions described under Article IV or any transaction constituting a “Change of Control”; 

(3) dispositions of inventory and used or surplus equipment, in each case, in the ordinary course of business, and dispositions
of cash, cash equivalents and other Permitted Investments; 
 (4) disposals of inventory pursuant to promotional or similar
activities in the ordinary course of business; 
 (5) dispositions in the ordinary course of business of property no longer
used or useful in the conduct of the business of Holdings and the Subsidiaries or property that is otherwise damaged, worn-out or no longer economically practicable to maintain, in the judgment of the Issuer
(other than Material Real Estate Assets); 
 (6) any issuance of Equity Interests by, or disposition of Equity Interests of,
any Subsidiary that is not a Material Subsidiary, or as part of or pursuant to an equity incentive or compensation plan approved by the Board of Directors, including the issuance of directors’ qualifying shares; 

(7) (i) any exchange of real property pursuant to or intended to qualify under Section 1031 (or any successor section) of
the Internal Revenue Code or (ii) dispositions of equipment in the ordinary course of business to the extent that (x) such equipment is exchanged for credit against the purchase price of similar replacement equipment or (y) the
proceeds of such disposition are promptly applied to the purchase price of such replacement equipment; 
 (8) dispositions in
connection with, or the granting of, Permitted Liens or other Liens not prohibited by Section 3.6; 

(9) bulk sales or other dispositions of inventory of Holdings or a Subsidiary not in the ordinary course of business in
connection with store closings; 

  
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 (10) the licensing or sub-licensing of
intellectual property or other general intangibles and licenses, sub-licenses, leases or subleases of other property (including the provision of software under an open source license), in each case,
(A) in the ordinary course of business or consistent with past practice or (B) in connection with the discontinuance of the operations of any real property (including all buildings, fixtures or other improvements located thereon) now,
hereafter or heretofore owned, leased, operated or used by Holdings or any of its Subsidiaries or any of their respective predecessors or Affiliates no longer deemed by Holdings or any Subsidiary, as applicable, to be useful in the conduct of the
business of Holdings or any Subsidiary, taken as a whole; 
 (11) foreclosure, condemnation or any similar action with
respect to any property or other assets or pursuant to buy/sell arrangements under any joint venture or similar agreement or arrangement; 

(12) the sale or discount (with or without recourse, and on customary or commercially reasonable terms and for credit
management purposes) of accounts receivable or notes receivable arising in the ordinary course of business or consistent with past practice, or the conversion or exchange of accounts receivable for notes receivable and dispositions of accounts
receivable in connection with the collection or compromise thereof; 
 (13) any disposition of Equity Interests of a
Subsidiary of Holdings pursuant to an agreement or other obligation with or to a Person (other than Holdings or a Subsidiary of Holdings) from whom such Subsidiary was acquired, or from whom such Subsidiary acquired its business and assets (having
been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; 

(14) any surrender or waiver of contract rights or the settlement, release, sale, assignment or surrender of contract, tort or
other claims of any kind or rights to receive payments with respect to any such claims; 
 (15) the unwinding of any Hedging
Obligations; 
 (16) any voluntary termination of any (or any portion of any) real property lease, sublease or other
occupancy agreement in the ordinary course of business or in connection with the discontinuance of the operations of any real property (including all buildings, fixtures or other improvements located thereon) now, hereafter or heretofore owned,
leased, operated or used by Holdings or any of its Subsidiaries or any of their respective predecessors or Affiliates no longer deemed by Holdings or any Subsidiary of Holdings, as applicable, to be useful in the conduct of the business; 

(17) a disposition of the condominium within the Overland Park, Kansas store to the developer thereof for payment of nominal
consideration; 
 (18) the lapse or abandonment or other disposition of patents, trademarks or other intellectual property
that are, in the reasonable judgment of the Issuer, no longer economically practicable to maintain or useful in the conduct of the business of Holdings and its Subsidiaries taken as a whole; 

(19) sales, transfers or dispositions pursuant to clause (a) of Section 3.7; and 

(20) any other disposition involving Second Priority Collateral or Material Real Estate Assets with a fair market value (as
determined in good faith by the Issuer) that does not exceed $5,000,000 in any Fiscal Year. 
 “Authorized Representative”
has the meaning set forth in the Second Priority Pari Passu Intercreditor Agreement. 
 “Bankruptcy Code” means Title 11 of
the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute or any similar federal or state law for the relief of debtors. 

  
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 “Board of Directors” means (1) with respect to the Issuer or any
corporation, the board of directors or managers, as applicable, of the corporation, or any duly authorized committee thereof; (2) with respect to any partnership, the board of directors or other governing body of the general partner of the
partnership or any duly authorized committee thereof; and (3) with respect to any other Person, the board or any duly authorized committee of such Person serving a similar function. Whenever any provision requires any action or determination to
be made by, or any approval of, a Board of Directors, such action, determination or approval shall be deemed to have been taken or made if approved by a majority of the directors on any such Board of Directors (whether or not such action or approval
is taken as part of a formal board meeting or as a formal board approval). 
 “Business Day” means each day that is not a
Saturday, Sunday or other day on which banking institutions in New York, New York, United States or the jurisdiction of the place of payment are authorized or required by law to close. 

“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease
of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the
amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP. 
 “Change of
Control” means the occurrence of any of the following: 
 (1) any event requiring the filing of any report under or
in response to Schedule 13D or 14D-1 pursuant to the Securities Exchange Act of 1934, as amended, disclosing beneficial ownership of either 50% or more of the common stock of Holdings then outstanding or 50%
or more of the voting power of the voting stock of Holdings then outstanding; 
 (2) the direct or indirect sale, transfer,
conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Holdings and its Subsidiaries taken as a whole to one or more
Persons other than Holdings or one of its Subsidiaries; or 
 (3) the first day on which a majority of the members (not
counting vacant seats) of Holdings’ Board of Directors are not Continuing Directors. 
 “Collateral” means,
collectively, all of the property and assets (including Equity Interests) in which Liens are purported to be granted pursuant to the Collateral Documents as security for the Second Priority Secured Obligations. 

“Collateral Agent” means Wilmington Trust, National Association in its capacity as “Collateral Agent” under the
Second Priority Pari Passu Intercreditor Agreement and its successors in such capacity. 
 “Collateral Coverage Ratio”
means, as of any date, the ratio of (a) the aggregate Appraised Value of all Real Estate Assets that are subject to a Mortgage to secure Term Loan/Notes Secured Obligations on such date to (b) the aggregate principal amount of the Term
Loan/Notes Secured Obligations as of such date. 
 “Collateral Documents” means the “Junior Priority Security
Documents” (as defined in the Second Priority Pari Passu Intercreditor Agreement). 
 “Consolidated Adjusted EBITDA”
means, for any period, Consolidated Net Income for such period (disregarding any non-cash charges or credits related to any Plan, any non-qualified supplemental pension
plan maintained, sponsored or contributed to by Holdings or any ERISA Affiliate, or any Multiemployer Plan) plus: 
 (a)
without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of: 
 (i) consolidated
interest expense for such period, plus 

  
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 (ii) consolidated financing costs associated with securitization programs for
such period, plus 
 (iii) consolidated income tax expense for such period, plus 

(iv) all amounts attributable to depreciation and amortization for such period, plus 

(v) any extraordinary, unusual or non-recurring charges for such period, plus

 (vi) any fees, expenses or charges related to any equity offering, permitted acquisition or other investment, Asset
Disposition or other disposition, or incurrence or refinancing of (or amendment or other modification to the documents evidencing any) Indebtedness (in each case, whether or not successful or consummated) permitted to be made or incurred under this
Indenture, including fees, expenses or charges relating to the Transactions, plus 
 (vii) any premium, make-whole or
penalty payments that are required to be made in connection with any prepayment of Indebtedness, plus 
 (viii) any non-cash charges for such period; provided that in the event Holdings or any Subsidiary makes any cash payment in respect of any such non-cash charge, such cash payment
shall be deducted from Consolidated Adjusted EBITDA in the period in which such payment is made, plus 
 (ix) the
amount of cash restructuring charges and curtailments and modifications to pension and post-retirement employee benefit plans incurred during such period; 

and minus: 

(b) without duplication and to the extent included in determining such Consolidated Net Income, the sum of: 

(i) any extraordinary, unusual or non-recurring gains for such period, plus 

(ii) non-cash gains for such period, 

all determined on a consolidated basis in accordance with GAAP. 

“Consolidated Net Income” means, for any period, the net income or loss of Holdings and the Subsidiaries for such period
determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income (or loss) of any Person (other than Holdings) in which any other Person (other than Holdings or any Subsidiary or any director
holding qualifying shares in compliance with applicable law) owns an Equity Interest, except to the extent of the amount of dividends or other distributions actually paid to Holdings or any of the Subsidiaries during such period, and (b) the
income or loss of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with Holdings or any Subsidiary or the date that such Person’s assets are acquired by Holdings or any Subsidiary. 

“Consolidated Priority Debt” means, on any date, Consolidated Total Debt excluding (i) any amount of such Indebtedness
that is not incurred or Guaranteed by any Real Estate Subsidiary Guarantor and (ii) any amount of such Indebtedness that is incurred or Guaranteed by any Real Estate Subsidiary Guarantor on a basis that is subordinated in right of payment to
such Real Estate Subsidiary Guarantor’s obligations under this Indenture. 

  
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 “Consolidated Total Debt” means, as at any date of determination, (a) the
aggregate stated balance sheet amount of all Indebtedness of Holdings and its Subsidiaries (or, if higher, the par value or stated face amount outstanding of all such Indebtedness (other than zero coupon Indebtedness)) determined on a consolidated
basis in accordance with GAAP, minus (b) the aggregate stated balance sheet amount of cash and cash equivalents (in each case, free and clear of all Liens, other than Permitted Encumbrances and Permitted Liens described in clauses (a),
(b), (n) and (v) of the definition of “Permitted Liens”) in excess of the Operating Cash Threshold; provided that the proceeds of the Indebtedness being incurred by Holdings or any Subsidiary for which this calculation is
being made shall not be considered cash or cash equivalents for purposes of any “netting” pursuant to clause (b) of this definition; provided, however, that the application of such proceeds shall be given pro forma effect as set forth
in the definitions of “Senior Secured Leverage Ratio” and “Priority Leverage Ratio.” 
 “Continuing
Director” means, as of any date of determination, any member of the Board of Directors of Holdings who (1) was a member of such Board of Directors on the Issue Date, or (2) was nominated or approved for election or elected or
appointed to such Board of Directors by such Board or Directors or a committee thereof or with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election (either by a
specific vote or by approval of Holdings’ proxy statement in which such member was named as a nominee for election as a director, without objection to such nomination). 

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or
policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. 

“Corporate Trust Office” shall mean the office of the Trustee specified in Section 13.1 or such other address as to
which the Trustee may give notice to the Issuer or Holders pursuant to the procedures set forth in Section 13.11. 

“Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under the Bankruptcy Code. 

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default;
provided that any Default that results solely from the taking of an action that would have been permitted but for the continuation of a previous Default will be deemed to be cured if such previous Default is cured prior to becoming an Event
of Default. 
 “Definitive Notes” means certificated Notes. 

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in
Section 2.3 as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Indenture. 

“Designated Non-Cash Consideration” means the fair market value (as determined in
good faith by the Issuer) of non-cash consideration received by Holdings or any Subsidiary in connection with an Asset Disposition that is so designated as Designated
Non-Cash Consideration pursuant to an Officer’s Certificate, less the amount of cash, cash equivalents or other Permitted Investments received in connection with a subsequent sale of or collection
on such Designated Non-Cash Consideration. 
 “Discharge of Term Loan/Notes Secured
Obligations” is defined as, with respect to any Series of Term Loan/Notes Secured Obligations (i) for purposes of the ABL Intercreditor Agreement and the First/Second Priority Intercreditor Agreement, the payment in full of all Term
Loan/Notes Secured Obligations thereunder (other than certain contingent obligations) and the termination of all commitments, if any, to extend credit thereunder and (ii) for purposes of the Term Loan/Notes Pari Passu Intercreditor Agreement,
the date, with respect to any Shared Collateral (as defined in the Term Loan/Notes Pari Passu Intercreditor Agreement), that such Series of Term Loan/Notes Secured Obligations ceases to be secured by such Shared Collateral (whether as a result of
the repayment thereof or otherwise). 

  
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 “Disqualified Equity Interests” means any Equity Interest that by its terms (or
by the terms of any security into which it is convertible or for which it is exchangeable, either mandatorily or at the option of the holder thereof), or upon the happening of any event or condition: (a) matures or is mandatorily Payable (other
than solely for Equity Interests that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests), whether pursuant to a sinking fund obligation or otherwise, prior to the date that is 90 days
after the maturity date of the Notes (measured as of the time that such Equity Interest is issued); (b) is convertible or exchangeable at the option of the holder thereof for Indebtedness or Equity Interests (other than solely for Equity
Interests that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests), prior to the date that is 90 days after the maturity date of the Notes (measured as of the time that such Equity Interest
is issued); or (c) is Payable or is required to be Paid (other than solely for Equity Interests that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests) by Holdings or any of its
Subsidiaries, in whole or in part, at the option of the holder thereof, prior to the date that is 90 days after the maturity date of the Notes (measured as of the time that such Equity Interest is issued); provided that clauses (a) and
(c) hereto (other than the exclusions set forth therein) shall not apply (x) to any requirement of mandatory Payment that is contingent upon (i) an asset disposition (or similar event, including condemnation or casualty), the
incurrence of Indebtedness or a “change of control” (or similar event) if such mandatory Payment can be avoided through Payment of the Notes or through investments by Holdings or any of its Subsidiaries in assets to be used in their
businesses or if such mandatory Payment is contingent upon prior payment in full of the Notes, and (ii) in addition to clause (i) above, in the case of a convertible security or a mandatorily convertible unit, a fundamental change (or
similar event) or (y) if any Equity Interests would constitute Disqualified Equity Interests solely because the holders of such Equity Interests have the right to require the Issuer to repurchase such Equity Interests upon the occurrence of a
change of control or an asset disposition or similar transaction if the terms of such Equity Interests provide that the Issuer may not repurchase or redeem any such Equity Interests prior to the Issuer’s repurchase of the Notes as required by
this Indenture; provided, further, that only the portion of such Equity Interests which is required to be Paid, is so convertible or exchangeable, either mandatorily or at the option of the holder thereof, prior to the maturity date of
the Notes shall constitute Disqualified Equity Interests, and provided, further, that Equity Interests issued to any employee benefit plan, or by any such plan to any employees of Holdings or any of its Subsidiaries, shall not
constitute Disqualified Equity Interests solely because they may be required to be Paid in order to satisfy applicable statutory or regulatory obligations. 

“Dollars” or “$” means the lawful money of the United States of America. 

“Domestic Subsidiary” means any Subsidiary that is not a Foreign Subsidiary. 

“DTC” means The Depository Trust Company or any successor securities clearing agency. 

“Equity Interests” means any and all shares, interests, participations or other equivalents (however designated) of capital
stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including partnership interests and membership interests, and any and all warrants, rights or options to purchase or other arrangements or
rights to acquire any of the foregoing. 
 “Equity Offering” means a public or private offering or sale for cash by
Holdings of its Equity Interests (other than Disqualified Equity Interests). 
 “ERISA” means the Employee Retirement
Income Security Act of 1974, as amended from time to time, and the final rules and regulations promulgated thereunder, as from time to time in effect. 

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with Holdings, is treated as a
single employer under Section 414(b) or (c) of the Internal Revenue Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Internal Revenue Code, is treated as a single employer under Section 414 of the
Internal Revenue Code. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the SEC promulgated thereunder, as amended. 

  
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 “Excluded Asset” has the meaning set forth in the Security Agreement (as defined
in the Second Priority Pari Passu Intercreditor Agreement). 
 “Excluded Immaterial Subsidiary” means, at any date of
determination, any Subsidiary of Holdings that, taken together with all Excluded Immaterial Subsidiaries that are designated as Excluded Subsidiaries, did not represent more than 5% of the total Net Tangible Assets of Holdings and its Subsidiaries.

 “Excluded Subsidiary” means, at any date, (i) any Realty Company that is not a Material Subsidiary as of such date,
(ii) J. C. Penney Services India Private Limited and (iii) any other Excluded Immaterial Subsidiary designated by the Issuer in writing to the Trustee. For purposes of determining whether a Realty Company is a Material Subsidiary or such
other Excluded Subsidiary is an Excluded Immaterial Subsidiary, the computations required by the definition of the terms “Material Subsidiary” and “Excluded Immaterial Subsidiary,” as applicable, shall be made including the
assets of all Excluded Subsidiaries. 
 “Existing First Lien Notes” means the Issuer’s 5.875% Senior Secured Notes due
2023. 
 “Existing Notes” means the Issuer’s 6.375% Senior Notes due 2036, 6.9% Notes due 2026, 7.125% Debentures due
2023, 7.4% Debentures due 2037, 7.625% Notes due 2097, the 2019 Notes, the 2020 Notes and the Existing First Lien Notes. 
 “fair
market value” means the consideration received or paid in any transaction or series of transactions, a value that is fair and on market terms as determined by an Officer or the Board of Directors in good faith. 

“First/Second Priority Intercreditor Agreement” means the Junior Priority Intercreditor Agreement, dated as of the Issue
Date, among the Term Loan/Notes Collateral Agent, as First Lien Representative (as defined therein), and the Collateral Agent, as Junior Priority Representative (as defined therein), as it may be amended or supplemented from time to time. 

“Fiscal Quarter” means a fiscal quarter of any Fiscal Year. 

“Fiscal Year” means the fiscal year of Holdings and its Subsidiaries ending on the Saturday closest to January 31 of each
calendar year. 
 “Fitch” means Fitch Ratings, or any successor thereto. 

“Foreign Subsidiary” means (x) any Subsidiary not organized under the laws of the United States of America, any state
thereof or the District of Columbia and any Subsidiary of such Foreign Subsidiary and (y) any Foreign Subsidiary Holdco. 

“Foreign Subsidiary Holdco” means a Domestic Subsidiary if (i) it has no material assets other than Equity Interests or
obligations of one or more Foreign Subsidiaries and does not engage in any trade or business (other than acting as a holding company for such Equity Interests or obligations in Foreign Subsidiaries), or (ii) it is disregarded as separate from
its owner for United States federal income tax purposes and it owns Equity Interests in one or more Foreign Subsidiaries. 
 “Four
Quarter Period” means the period of the most recent four full consecutive Fiscal Quarters. 
 “Future Second Priority
Indebtedness” has the meaning given to the term “Future Junior Priority Indebtedness” in the Second Priority Pari Passu Intercreditor Agreement. 

“Future Term Loan/Notes Indebtedness” has the meaning set forth in the Term Loan/Notes Pari Passu Intercreditor Agreement.

 “GAAP” means the United States generally accepted accounting principles in effect as of the Issue Date. 

  
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 “Governmental Authority” means the government of the United States of America,
any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government. 
 “Guarantee” means any obligation, contingent or
otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other Person, including any such obligation, direct or indirect, contingent or otherwise, of such Person: 

(1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person
(whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain
financial statement conditions or otherwise); or 
 (2) entered into primarily for purposes of assuring in any other manner
the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); 

provided, however, that the term “Guarantee” will not include endorsements for collection or deposit in the ordinary course of
business or consistent with past practice. The term “Guarantee” used as a verb has a corresponding meaning. 

“Guarantors” means Holdings and any Subsidiary that Guarantees the Notes, until such Note Guarantee is released in accordance
with the terms of this Indenture. 
 “Hedging Obligations” means, with respect to any Person, the obligations of such
Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar
agreement providing for the transfer or mitigation of interest rate, commodity price or currency risks either generally or under specific contingencies. 

“Holder” means each Person in whose name the Notes are registered on the Registrar’s books, which shall initially be the
respective nominee of DTC. 
 “Holdings” means J. C. Penney Company, Inc., a Delaware corporation and the direct parent of
the Issuer. 
 “Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for
borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by
such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding (i) accounts payable incurred in the ordinary course of business, (ii) any
earn-out obligation contingent upon performance of an acquired business, except to the extent such obligation would be required to be reflected on a consolidated balance sheet of Holdings prepared in
accordance with GAAP and (iii) accruals for payroll and other liabilities accrued in the ordinary course of business), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed (provided that with respect to Indebtedness that is nonrecourse to the credit
of that Person, such Indebtedness shall be taken into account only to the extent of the lesser of (x) the fair market value of the asset(s) subject to such Lien and (y) the amount of Indebtedness secured), (f) all Guarantees by such
Person of Indebtedness of others, (g) all Capital Lease Obligations of such Person, (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (i) all
obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (j) all Off-Balance Sheet Liabilities and (k) Disqualified Equity Interests. The Indebtedness of any
Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other
relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person 

  
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is not liable therefor. For the avoidance of doubt, any preferred Equity Interests (other than any Disqualified Equity Interests) of any Person that are convertible into common Equity Interests
(other than any Disqualified Equity Interests) of such Person shall not constitute Indebtedness of such Person. For the avoidance of doubt, obligations in respect of Swap Agreements shall not constitute Indebtedness. 

“Indenture” means this Indenture as amended or supplemented from time to time. 

“Initial Notes” has the meaning set forth in the first recital paragraph of this Indenture. 

“Insolvency Proceeding” means any case or proceeding in respect of bankruptcy, insolvency, winding up, receivership,
dissolution or assignment for the benefit of creditors, in each of the foregoing events whether under the Bankruptcy Code or any similar federal, state or foreign bankruptcy, insolvency, reorganization, receivership or similar law. 

“Intercreditor Agreements” means the Second Priority Pari Passu Intercreditor Agreement, the First/Second Priority
Intercreditor Agreement and the ABL Intercreditor Agreement. 
 “Internal Revenue Code” means the Internal Revenue Code of
1986, as amended to the date hereof and from time to time hereafter, and any successor statute. 
 “Issue Date” means
March 12, 2018. 
 “Issuer” has the meaning assigned to such term in the preamble of this Indenture. 

“JCP Parties” means, collectively, the Issuer and the Guarantors. 

“Junior Lien Priority” means a Lien that ranks junior in priority to the Liens securing the Second Priority Secured
Obligations on substantially similar terms to the terms on which the Liens securing the Second Priority Secured Obligations are subordinated to the Liens securing the Term Loan/Notes Secured Obligations in the First/Second Priority Intercreditor
Agreement. 
 “Junior Priority Secured Obligations” means the Obligations with respect to Indebtedness which is by its
terms intended to be secured by the Collateral with a Junior Lien Priority relative to the Second Priority Secured Obligations; provided that the collateral agent for such Indebtedness shall become party to (i) an intercreditor agreement
establishing the Junior Lien Priority of such Obligations relative to the Second Priority Secured Obligations, which may take the form of an amendment to or amendment and restatement of the First/Second Priority Intercreditor Agreement,
(ii) unless the ABL Secured Obligations Payment Date has occurred, the ABL Intercreditor Agreement and (iii) unless the Discharge of Term Loan/Notes Secured Obligations has occurred, the First/Second Priority Intercreditor Agreement, and
the indenture, loan agreement and other agreements relating to such Indebtedness (including the security documents relating thereto) authorize the collateral agent for such Indebtedness to bind the holders of such Obligations to the terms of the
agreements set forth in clauses (i), (ii) and (iii) above, as applicable. 
 “Leasehold Property” means any leasehold
interest of the Issuer or any Guarantor as lessee under any lease of real property. 
 “Lien” means with respect to any
asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title
retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset, excluding operating leases. 

“Material Real Estate Asset” means, as of any date of determination, any Real Estate Asset that secures the Term Loan/Notes
Secured Obligations. 

  
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 “Material Subsidiary” means, at any date of determination, any Subsidiary of
Holdings that had, as of the date of the most recent financial statements delivered pursuant to Section 3.10 (or prior to delivery of such financial statements, as of the end of the most recent Fiscal Quarter (or Fiscal
Year) with respect to which historical financial statements have been delivered), Net Tangible Assets representing more than 3% (or in the case of JCP Realty, Inc. and its Subsidiaries, 5%) of the total Net Tangible Assets of Holdings and its
Subsidiaries. 
 “Moody’s” means Moody’s Investors Service, Inc., or any successor thereto. 

“Mortgage” means a mortgage, deed of trust, deed to secure debt, security deed, trust deed or spreader of lien, as it may be
amended, restated supplemented or otherwise modified from time to time. 
 “Multiemployer Plan” means a multiemployer plan
as defined in Section 4001(a)(3) of ERISA maintained, sponsored or contributed to by Holdings or any ERISA Affiliate. 
 “Net
Available Cash” means, with respect to any Asset Disposition, an amount equal to: (i) cash payments (including any cash received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as
and when so received) received by Holdings or any of its Subsidiaries from such Asset Disposition, minus (ii) any bona fide direct costs incurred in connection with such Asset Disposition, including (a) income or gains taxes payable
by the seller as a result of any gain recognized in connection with such Asset Disposition, (b) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness (other than the Notes and Indebtedness
that is secured by a Lien on Second Priority Collateral on a basis that is pari passu with or junior to the Notes) that is secured by a Lien on the stock or assets in question and that is required to be repaid under the terms thereof as a
result of such Asset Disposition and (c) a reasonable reserve for any indemnification payments (fixed or contingent) attributable to seller’s indemnities and representations and warranties to purchaser in respect of such Asset Disposition
undertaken by Holdings or any of its Subsidiaries in connection with such Asset Disposition; provided that upon release of any such reserve to Holdings or any of its Subsidiaries, the amount released shall be considered Net Available Cash.

 “Net Tangible Assets” means the aggregate amount at which the assets of Holdings and its Subsidiaries are reflected, in
accordance with GAAP as in effect on the Issue Date, on the asset side of the consolidated balance sheet of Holdings and its Subsidiaries, as of the end of the most recent Fiscal Quarter for which financial statements shall at such time have been
delivered pursuant to Section 3.10 or otherwise prepared (or prior to delivery of such financial statements, as of the end of the most recent Fiscal Quarter (or Fiscal Year) with respect to which historical financial
statements have been delivered or otherwise prepared) (after deducting all valuation and qualifying reserves relating to such assets), except any of the following described items that may be included among such assets: (a) trademarks, patents,
goodwill and similar intangibles, (b) investments in and advances to Subsidiaries, and (c) capital lease property rights, after deducting from such amount current liabilities (other than deferred Tax effects) as reflected, in accordance
with GAAP as in effect on the Issue Date, on such balance sheet. 
 “Non-Guarantor”
means any Subsidiary of Holdings (other than the Issuer) that is not a Guarantor. 

“Non-U.S. Person” means a Person who is not a U.S. Person (as defined in Regulation
S). 
 “Note Documents” means the Notes (including Additional Notes), the Note Guarantees, the Collateral Documents, the
Intercreditor Agreements and this Indenture. 
 “Notes” has the meaning set forth in the first recital paragraph of this
Indenture. 
 “Notes Custodian” means the custodian with respect to the Global Notes (as appointed by the Depositary), or
any successor Person thereto and shall initially be the Trustee. 
 “Notes Obligations” means all Obligations of the Issuer
and the Guarantors under this Indenture, the Notes and the Collateral Documents. 

  
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 “Notes Percentage” means, at any time, the percentage of the aggregate principal
amount of Second Priority Secured Obligations outstanding at such time represented by the aggregate principal amount of Notes then outstanding. 

“Notes Secured Parties” means the Trustee, the Collateral Agent and the Holders of the Notes. 

“Obligations” means any principal, interest, (including Post-Petition Interest or entitlement to fees or expenses or other
charges accruing on or after the filing of any petition or application in bankruptcy or insolvency case or proceeding or for reorganization relating to the Issuer or any Guarantor whether or not a claim for Post-Petition Interest is allowed or
allowable in such proceedings), penalties, fees, expenses, indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit and bankers’ acceptances), damages and other liabilities
payable under the documentation governing any Indebtedness. 
 “Off-Balance Sheet
Liability” of a Person means (a) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person or (b) any indebtedness, liability or obligation under any so-called “synthetic lease” transaction entered into by such Person. For the avoidance of doubt, any preferred Equity Interests (other than any Disqualified Equity Interests) of any Person that are
convertible into common Equity Interests (other than any Disqualified Equity Interests) of such Person shall not constitute an Off-Balance Sheet Liability of such Person. 

“Offering Memorandum” means the final offering memorandum, dated March 8, 2018, relating to the offering by the Issuer
of the Initial Notes. 
 “Officer” means, with respect to any Person, the Chairman of the Board, any Vice Chairman of the
Board, the Chief Executive Officer, the President, any Executive Vice President, any Senior Vice President, the Chief Financial Officer, the Treasurer or Corporate Treasurer, any Assistant Treasurer or Assistant Corporate Treasurer, the Controller
or Corporate Controller, any Assistant Controller or Assistant Corporate Controller, the General Counsel, any Vice President, the Secretary or Corporate Secretary or any Assistant Secretary or Assistant Corporate Secretary of such Person. 

“Officer’s Certificate” means, with respect to any Person, a certificate signed by one Officer of such Person. 

“Operating Cash Threshold” means $750,000,000. 

“Opinion of Counsel” means an opinion in writing (subject to customary qualifications and assumptions) signed by legal
counsel, who may be an employee of or counsel to Holdings or the Issuer, or may be other counsel who is reasonably satisfactory to the Trustee that meets the requirements of Section 13.4. 

“Pay” means, in respect of any Indebtedness or Equity Interest, to pay, prepay, purchase, repurchase, redeem, retire, cancel
or terminate such Indebtedness or Equity Interest other than (i) in exchange for Equity Interests that are not Disqualified Equity Interests (plus cash in lieu of fractional shares of such Equity Interests) and (ii) payment of interest
with respect to Indebtedness or Equity Interests and accrued dividends paid pro rata to all holders of such class or series of Equity Interests. The words “Payment” and “Payable” shall have meanings correlative to
the foregoing. 
 “Paying Agent” means any Person authorized by the Issuer to pay the principal of (and premium, if any) or
interest on any Note on behalf of the Issuer. 
 “Permitted Encumbrances” means: 

(a) Liens imposed by law for Taxes, assessments or governmental charges or levies that, in each case, are not overdue by more
than 30 days or are being contested; 

  
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 (b) carriers’, warehousemen’s, mechanics’, landlords’,
materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days (or, in the case of a landlords’ Lien, beyond any notice and
cure period under the applicable real property lease) or are being contested; 
 (c) pledges and deposits made in the
ordinary course of business in compliance with workers’ compensation, unemployment insurance, employers’ health taxes and other social security laws or regulations or similar legislation or to secure letters of credit, bank guarantees or
similar instruments supporting such obligations; 
 (d) pledges or deposits to secure the performance of bids, trade
contracts, leases, statutory obligations, surety and appeal bonds, performance bonds or obligations to insurance carriers and other obligations of a like nature, in each case in the ordinary course of business or to secure letters of credit, bank
guarantees or similar instruments supporting such obligations; 
 (e) judgment liens in respect of judgments that do not
constitute an Event of Default; 
 (f) easements, restrictions (including zoning restrictions), rights-of-way and other encumbrances, title defects and matters of record affecting real property that do not materially detract from the value of the Collateral, taken as a
whole, or interfere with the ordinary conduct of business of Holdings and its Subsidiaries, taken as a whole; 
 (g) the
special property interest of a consignor in respect of goods subject to consignment; 
 (h) Liens (i) in favor of banks,
other financial institutions, securities or commodities intermediaries or brokerage arising as a matter of law encumbering deposits of cash, securities, commodities and other funds maintained with such Persons (including rights of set off) and that
are within the general parameters customary in such Person’s industry, (ii) deemed to exist in connection with investments in repurchase agreements described in clause (d) of the definition of “Permitted Investments,”
(iii) attaching to commodity trading accounts or other brokerage accounts in the ordinary course of business securing obligations owed to the institutions with which such accounts are maintained, (iv) that are contractual rights of setoff
(x) relating to the establishment of depository relations with banks or other deposit-taking financial institutions in the ordinary course of business and not given in connection with the issuance of Indebtedness or (y) relating to pooled
deposit or sweep accounts of Holdings or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business and (v) that are rights of set-off
(or holdbacks or reserves established by a credit card issuer or processor) against credit balances of Holdings or any of its Subsidiaries with credit card issuers or credit card processors or amounts owing by such credit card issuers or credit card
processors to Holdings or any of its Subsidiaries, or Liens on returned merchandise in favor of such issuers or processors, in each case in the ordinary course of business, but not rights of set-off against
any other property or assets of Holdings or any of its Subsidiaries pursuant to agreements with credit card issuers or credit card processors to secure the obligations of Holdings or any of its Subsidiaries to credit card issuers or credit card
processors as a result of fees and chargebacks; 
 (i) Liens of a collecting bank under
Section 4-210 of the UCC in effect in the relevant jurisdiction (or Section 4-208 in the case of the New York UCC) on items in the course of collection; 

(j) Liens of sellers of goods to Holdings or a Subsidiary arising as a matter of law under Article 2 of the UCC in effect in
the relevant jurisdiction or similar provisions of applicable law, in each case in the ordinary course of business; 
 (k)
licenses of patents, trademarks and other intellectual property rights of Holdings or any of its Subsidiaries, in each case in the ordinary course of business and not materially interfering with the conduct of business by Holdings and its
Subsidiaries, taken as a whole; 

  
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 (l) Liens solely on any cash earnest money deposits made by Holdings or any of
its Subsidiaries in connection with any letter of intent or purchase agreement entered into by it; 
 (m) Liens incurred in
the ordinary course of business in connection with the shipping of goods on the related goods and proceeds thereof in favor of the shipper of such goods; 

(n) as to any Leasehold Property, any Lien encumbering the underlying fee estate or master or primary lease in connection
therewith so long as such fee estate or landlord (or similar) interest is not held by a Person that is the Issuer or a Guarantor or an Affiliate of the Issuer or a Guarantor; and 

(o) any matters affirmatively insured over or exceptions noted in the final title polices issued in connection with the
Mortgages; 
 provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness for borrowed money. 

“Permitted Indebtedness” means: 

(a) obligations incurred by any Real Estate Subsidiary Guarantor arising from agreements providing for customary
indemnification, earnouts, adjustment of purchase price, non-compete, consulting or other similar obligations, in each case arising in connection with acquisitions or dispositions of any business, assets or
subsidiary of such Real Estate Subsidiary Guarantor permitted under this Indenture; 
 (b) Indebtedness in respect of
(i) the financing of insurance premiums or (ii) take-or-pay or minimum buy obligations contained in supply agreements, in each case incurred in the ordinary
course of business; 
 (c) obligations in respect of deferred compensation to employees of any Real Estate Subsidiary
Guarantor in the ordinary course of business; 
 (d) (i) obligations of any Real Estate Subsidiary Guarantor incurred in the
ordinary course of business in respect of performance guarantees, completion guarantees, performance bonds, bid bonds, appeal bonds, surety bonds, judgment bonds, replevin bonds and similar bonds, self-insurance and other similar obligations to the
extent any such obligations constitute Indebtedness and (ii) obligations in respect of letters of credit, bank guarantees or similar instruments supporting any such obligations or obligations described in clauses (c) and (d) of the
definition of “Permitted Encumbrances”; 
 (e) customer deposits and advance payments received in the ordinary
course of business from customers for goods purchased in the ordinary course of business; and 
 (f) Indebtedness incurred in
the ordinary course of business in respect of cash management; netting services; automatic clearinghouse arrangements; employee credit card, debit card, prepaid card, purchase card or other payment card programs; overdraft protections and other bank
products and similar arrangements and Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument of a Real Estate Subsidiary Guarantor drawn against insufficient funds in the ordinary
course of business that is promptly repaid. 
 “Permitted Investments” means: 

(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United
States of America (or by any agency or instrumentality thereof); 
 (b) investments in commercial paper maturing no more than
one year from the date of creation thereof and having, at the time of the acquisition thereof, a credit rating of at least A2 from S&P, P2 from Moody’s or F2 from Fitch; 

  
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 (c) investments in certificates of deposit, bankers’ acceptances and time
deposits issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, (i) any domestic or offshore office of any commercial bank organized under the laws of the United States of America or any State thereof,
(ii) any office located within the United States of America or in a foreign jurisdiction that has a tax treaty with the United States of America of a commercial bank organized under the laws of another country or (iii) any office located
in London of any commercial bank organized under the laws of the United States of America, any Asian country or any European country, in each case which, at the time of acquisition, has a combined capital and surplus and undivided profits of not
less than $500,000,000; provided, however, that investments with any bank that has a combined capital and surplus and undivided profits of less than $500,000,000 are permitted if the Issuer maintains a banking relationship with such
bank; 
 (d) collateralized repurchase agreements with a term of not more than 365 days and entered into with a financial
institution satisfying the criteria described in clause (c) above or any ABL Lender or any Affiliate of an ABL Lender (i) that has a combined capital and surplus and undivided profits of not less than $500,000,000 or (ii) whose
obligations under any such agreements is guaranteed by an entity that has a combined capital and surplus and undivided profits of not less than $500,000,000; and 

(e) money market funds that (i) comply with the criteria set forth in SEC Rule
2a-7 under the Investment Company Act of 1940 and (ii) have portfolio assets of at least $3,000,000,000; provided that investments in any money market fund with portfolio assets of less than
$3,000,000,000 are permitted if such fund has received a rating of AAA from S&P or Aaa from Moody’s. 
 “Permitted
Liens” means each of the following: 
 (a) Liens on the Collateral and the Term Loan/Notes Exclusive Real Estate
Collateral in favor of the Term Loan/Notes Collateral Agent securing Term Loan/Notes Secured Obligations in respect of (i) the Existing First Lien Notes issued on June 23, 2016, (ii) the Term Loan Agreement so long as the aggregate
principal amount of Indebtedness outstanding thereunder does not exceed $1,688,125,000 minus (A) the amount of any prepayment thereof from Net Available Cash from a disposition of Collateral pursuant to Section 3.5 and
(B) the principal amount thereof Paid in connection with the incurrence of Indebtedness secured by Liens pursuant to clause (a)(iv) below), (iii) Future Term Loan/Notes Indebtedness (and Term Loan/Notes Secured Obligations in respect
thereof) so long as on a pro forma basis (as determined in compliance with the definition of Senior Secured Leverage Ratio) (A) the Senior Secured Leverage Ratio shall not exceed 2.75 to 1.00 and (B) the Consolidated Adjusted EBITDA for
the period of the most recent four full consecutive Fiscal Quarters for which financial statements have been delivered pursuant to Section 3.10 (or prior to delivery of such financial statements, with respect to which
historical financial statements have been prepared) shall exceed $1.0 billion, (iv) Future Term Loan/Notes Indebtedness (and Term Loan/Notes Secured Obligations in respect thereof) so long as immediately after giving effect to the
incurrence of such Indebtedness the Collateral Coverage Ratio shall be at least 1.20 to 1.00 and (v) refinancings, extensions, renewals and replacements of Indebtedness secured by Liens described in subclauses (i) through (iv) above
that do not increase the outstanding principal amount thereof, other than in respect of any accrued interest, premium, fees, costs or expenses payable in connection with such extension, renewal or replacement; 

(b) Liens on the Collateral in favor of the Collateral Agent securing Second Priority Secured Obligations in respect of
(i) Notes and related Note Guarantees issued on the Issue Date, (ii) Future Second Priority Indebtedness (subject, in the case of any Guarantee thereof by a Real Estate Subsidiary Guarantor, to such amount being permitted by clause
(a) or (g) of Section 3.11 and (iii) refinancings, extensions, renewals and replacements of Indebtedness secured by Liens described in subclauses (i) and (ii) above that do not increase the outstanding principal amount thereof,
other than in respect of any accrued interest, premium, fees, costs or expenses payable in connection with such extension, renewal or replacement; 

(c) Permitted Encumbrances; 

  
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 (d) any Lien on any property or asset of Holdings or any Subsidiary existing on
the Issue Date (other than Liens securing the Second Priority Secured Obligations, the Term Loans/Notes Secured Obligations and the ABL Secured Obligations); provided that (i) such Lien shall not apply to any other property or asset of
Holdings or any Subsidiary and (ii) such Lien shall secure only those obligations which it secured on the Issue Date and refinancings, extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof,
other than in respect of any accrued interest, premium, fees, costs or expenses payable in connection with such extension, renewal or replacement; 

(e) any Lien existing on any property or asset prior to the acquisition thereof by Holdings or any Subsidiary or existing on
any property or asset of any Person that becomes a Subsidiary after the Issue Date prior to the time such Person becomes a Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition
or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of Holdings or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of
such acquisition or the date such Person becomes a Subsidiary, as the case may be, and refinancings, extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof, other than in respect of any accrued
interest, premium, fees, costs or expenses payable in connection with such extension, renewal or replacement; 
 (f) Liens on
fixed or capital assets (other than real property or fixtures constituting Collateral as of the Issue Date or required to become Collateral pursuant to Indenture) or on computer hardware or software or other information technology assets which are
acquired, constructed or improved by Holdings or any Subsidiary; provided that (i) such security interests secure Indebtedness of Holdings or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or
capital assets (other than real property or fixtures constituting (or specifically required to become) Collateral as of the Issue Date) or to finance the acquisition of computer hardware or software or other information technology assets, including
Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals, refinancings and replacements of any
such Indebtedness that do not increase the outstanding principal amount thereof (other than in respect of any accrued interest, premium, fees, costs or expenses payable in connection therewith), (ii) such security interests and the Indebtedness
secured thereby are incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or
improving such fixed or capital assets, (iv) such security interests shall not apply to any other property or assets of Holdings or any Subsidiaries and (v) the aggregate principal amount of Liens securing Indebtedness permitted by this
clause (f) shall not exceed $750,000,000 at any time outstanding; 
 (g) Liens in respect of leases, subleases, licenses
and any other occupancy rights or agreements granted to other Persons (i) in the ordinary course of business and not materially interfering with the conduct of business of Holdings and its Subsidiaries, taken as a whole or (ii) with
respect to Real Estate Assets no longer deemed by Holdings or any Subsidiary, as applicable, to be useful in the conduct of the business; 

(h) Liens arising out of conditional sale, title retention, consignment (including “sale or return” arrangements) or
similar arrangements for the sale of goods entered into by the Issuer or any of its Subsidiaries in the ordinary course of business; provided that the aggregate amount of such goods shall not exceed $100,000,000 at any one time; 

(i) Liens in favor of customs and revenue authorities arising as a matter of law securing payment of customs duties in
connection with the importation of goods; 
 (j) any encumbrance or restriction (including pursuant to put and call
agreements or buy/sell arrangements) with respect to the Equity Interests of any joint venture or similar arrangement pursuant to the joint venture or similar agreement with respect to such joint venture or similar arrangement; 

(k) the sale or discount, in the ordinary course of business, of accounts receivable in connection with the compromise or
collection thereof and not in connection with any financing or factoring arrangement; 

  
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 (l) Liens (other than Liens on any Collateral) securing Indebtedness of a
Subsidiary to the Issuer or a Guarantor or of a Non-Guarantor to another Subsidiary that is Non-Guarantor; 

(m) Liens on property subject to sale and leaseback transactions not prohibited by Section 3.7 and
general intangibles related thereto; 
 (n) Liens on the Collateral securing ABL Secured Obligations (i) arising under
the ABL Loan Documents so long as the aggregate principal amount of loans and advances under the ABL Credit Agreement and unreimbursed obligations under letters of credit incurred under the ABL Credit Agreement shall not exceed $2,750,000,000,
(ii) consisting of Hedging Obligations or (iii) constituting Supply Chain Obligations and Treasury Services Obligations, in each case owing to any ABL Lender or Affiliate of an ABL Lender; provided that any such Liens on
(x) the Term Loan/Notes Exclusive Collateral are subordinated to the Liens securing the Term Loan/Notes Secured Obligations on terms satisfactory to the “Applicable Authorized Representative” (as defined in the Term Loan/Notes Pari
Passu Intercreditor Agreement) in its sole discretion and (y) the Second Priority Collateral are subordinated to the Liens securing the Second Priority Secured Obligations on terms satisfactory to the Applicable Authorized Representative in its
sole discretion; 
 (o) Liens on insurance policies and the proceeds thereof and unearned premiums securing the financing of
premiums with respect to Indebtedness in respect of the financing of insurance premiums; 
 (p) to the extent constituting a
Lien, sales or assignments of any litigation claims or rights to receive payments with respect to any such claims; 
 (q) to
the extent constituting a Lien, sales or assignments of any right to receive rental payments permitted under Section 3.5; 

(r) Liens on cash or cash equivalents securing Swap Agreements; 

(s) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in
respect of bankers’ acceptances or trade letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; 

(t) [reserved]; 

(u) other Liens securing obligations that do not exceed the greater of (A) $250,000,000 and (B) 5% of
Stockholders’ Equity determined as of a Fiscal Quarter end selected by the Issuer within 65 days of the date of incurrence of such Lien; and 

(v) Liens on the Collateral securing Indebtedness constituting Junior Priority Secured Obligations. 

“Person” means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability
companies, limited liability partnerships, joint stock companies, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and Governmental
Authorities. 
 “Plan” means any pension plan (other than a Multiemployer Plan) subject to the provisions of Title IV of
ERISA or Section 412 of the Internal Revenue Code or Section 302 of ERISA that is maintained, sponsored or contributed to by Holdings or any ERISA Affiliate. 

“Post-Petition Interest” means any interest, fees, expenses or other amount that accrues or would have accrued after the
commencement of any Insolvency Proceeding, whether or not allowed or allowable in any such Insolvency Proceeding. 

  
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 “Predecessor Note” of any particular Note means every previous Note evidencing
all or a portion of the same debt as that evidenced by such particular Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 2.7 in exchange for or in lieu of a mutilated,
destroyed, lost or stolen Note shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Note. 

“Priority Leverage Ratio” means, as of any date of determination, the ratio of (i) Consolidated Priority Debt to
(ii) Consolidated Adjusted EBITDA for the Four Quarter Period ending prior to the date of such determination for which financial statements have been delivered pursuant to Section 3.10 (or prior to delivery of such
financial statements, with respect to which historical financial statements have been prepared), in each case, on a pro forma basis. All such pro forma computations shall be calculated after giving effect on a pro forma basis to any incurrence of
Indebtedness, investment, acquisition, disposition, dividend, purchase of Equity Interests, payment in respect of Indebtedness or other transaction occurring during the Four Quarter Period or at any time subsequent to the last day of the Four
Quarter Period and on or prior to the date of determination, as if each such transaction had occurred on the first day of the applicable Four Quarter Period, and, to the extent applicable, to the historical earnings and cash flows associated with
the assets acquired or disposed of and any related incurrence or reduction of Indebtedness, all in accordance with Article 11 of Regulation S-X under the Securities Act. If any Indebtedness bears a floating
rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Swap
Agreement applicable to such Indebtedness if such Swap Agreement has a remaining term in excess of 12 months). 
 “QIB”
means any “qualified institutional buyer” as such term is defined in Rule 144A. 
 “Real Estate Asset”
means, at any time of determination, any interest (fee, leasehold or otherwise) then owned by the Issuer or any Guarantor in any real property. 

“Real Estate Subsidiary Guarantor” means any Subsidiary Guarantor that directly owns any Material Real Estate Assets, during
the period that such Person both is a Subsidiary Guarantor and so directly owns any Material Real Estate Assets. 
 “Realty
Company” means each of JCP Realty Inc. and its Subsidiaries that is principally engaged in the business of owning real estate and/or real estate-related interests. 

“Regulation S” means Regulation S under the Securities Act. 

“Regulation S-X” means
Regulation S-X under the Securities Act. 
 “Restricted Notes” means Initial
Notes and Additional Notes bearing one of the restrictive legends described in Section 2.1(c). 

“Restricted Notes Legend” means the legend set forth in Section 2.1(c). 

“Rule 144A” means Rule 144A under the Securities Act. 

“S&P” means S&P Global Ratings, the credit ratings business operated by S&P Global Inc. and its subsidiaries.

 “SEC” means the Securities and Exchange Commission or any successor thereto. 

“Second Priority Collateral” means the Term Loan/Notes Exclusive Collateral other than the Term Loan/Notes Exclusive Real
Estate Collateral. 
 “Second Priority Documents” means the Note Documents and all other documents governing Second
Priority Secured Obligations. 

  
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 “Second Priority Pari Passu Intercreditor Agreement” means that certain Junior
Lien Pari Passu Intercreditor Agreement, dated as of the Issue Date, among the Trustee, as Authorized Representative under this Indenture, each other Authorized Representative party thereto from time to time and the Collateral Agent, as it may be
amended or supplemented from time to time. 
 “Second Priority Secured Obligations” has the meaning given to the term
“Junior Priority Secured Obligations” in the Second Priority Pari Passu Intercreditor Agreement. 
 “Second Priority
Secured Parties” has the meaning given to the term “Junior Lien Secured Parties” in the Second Priority Pari Passu Intercreditor Agreement. 

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated
thereunder, as amended. 
 “Senior Secured Leverage Ratio” means, as of any date of determination, the ratio of
(i) any Consolidated Total Debt (other than Indebtedness constituting Second Priority Secured Obligations or Junior Priority Secured Obligations) that is secured by a Lien upon any real or personal property or other assets of Holdings, the
Issuer or any Subsidiary as of such date to (ii) Consolidated Adjusted EBITDA for the Four Quarter Period ending prior to the date of such determination for which financial statements have been delivered pursuant to
Section 3.10 (or prior to delivery of such financial statements, with respect to which historical financial statements have been prepared), in each case, on a pro forma basis. All such pro forma computations shall be
calculated after giving effect on a pro forma basis to any incurrence of Indebtedness, investment, acquisition, disposition, dividend, purchase of Equity Interests, payment in respect of Indebtedness or other transaction occurring during the Four
Quarter Period or at any time subsequent to the last day of the Four Quarter Period and on or prior to the date of determination, as if each such transaction had occurred on the first day of the applicable Four Quarter Period, and, to the extent
applicable, to the historical earnings and cash flows associated with the assets acquired or disposed of and any related incurrence or reduction of Indebtedness, all in accordance with Article 11 of Regulation
S-X under the Securities Act. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the
date of determination had been the applicable rate for the entire period (taking into account any Swap Agreement applicable to such Indebtedness if such Swap Agreement has a remaining term in excess of 12 months). 

“Series of Second Priority Secured Obligations” has the meaning given to the term “Series” in the Second Priority
Pari Passu Intercreditor Agreement. 
 “Series of Term Loan/Notes Secured Obligations” has the meaning given to the term
“Series” in the Term Loan/Notes Pari Passu Intercreditor Agreement. 
 “Significant Subsidiary” means any
Subsidiary that would constitute a “significant subsidiary” of Holdings or the Issuer as defined in Rule 1-02(w) of Regulation S-X under the Securities Act and
the Exchange Act as in effect on the Issue Date. 
 “Specified Sale/Leaseback Proceeds” shall mean all Net Available Cash
received on or after the Issue Date in respect of all Sale/Leaseback Transactions consummated in reliance on clause (b) of Section 3.7 to the extent (and only to the extent) such Net Available Cash is in excess of the
greater of (x) $500.0 million and (y) 7.5% of Net Tangible Assets. 
 “Stated Maturity” means, with respect to any
security, the date specified in such security as the fixed date on which the payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision, but shall not include any contingent obligations to
repay, redeem or repurchase any such principal prior to the date originally scheduled for the payment thereof. 

“Stockholders’ Equity” means the sum, as at the close of a monthly accounting period (selected by Holdings) ending
within 65 days next preceding the date of determination, of (a) the aggregate of capital, capital stock, capital surplus, capital in excess of par value of stock, reinvested earnings, earned surplus and net income retained


  
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for use in the business (however the foregoing may be designated), after deducting the cost of shares of capital stock of Holdings held in its treasury, of Holdings and its consolidated
Subsidiaries, determined in accordance with generally accepted accounting practices applied on the basis used in reports from time to time to stockholders of Holdings, plus (b) the amount reflected in such determination as deferred tax
effects. For purposes of this definition, “Subsidiary” means (i) any corporation of which Holdings, directly or indirectly, owns more than 50% of the outstanding stock, which at the time shall have by the terms thereof ordinary voting
power to elect directors of such corporation, irrespective of whether or not at the time stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency, or (ii) any
such corporation of which such percentage of shares of outstanding stock of the character described in the foregoing clause (i) shall at the time be owned, directly or indirectly, by Holdings and one or more Subsidiaries as defined in the
foregoing clause (i) or by one or more such Subsidiaries. 
 “Subsidiary” means, with respect to any Person (the
“parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such
financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests representing more than
50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned or held; provided that Excluded Subsidiaries shall not be considered “Subsidiaries” of
Holdings or the Issuer for purposes hereof. Unless the context requires otherwise, any reference to a “Subsidiary” contained herein shall refer to a Subsidiary of Holdings. 

“Subsidiary Guarantor” means any Subsidiary of the Issuer that Guarantees the Notes, until such Subsidiary’s Note
Guarantee is released in accordance with the terms of this Indenture. 
 “Supply Chain Obligations” means Obligations under
any letters of credit, guarantees or other credit support provided in respect of trade payables of the Issuer or any Subsidiary of the Issuer, in each case issued for the benefit of any bank, financial institution or other Person that has acquired
such trade payables pursuant to “supply chain” or other similar financing for vendors and suppliers of the Issuer or any of its Subsidiaries, to the extent the documentation for such Obligations specifically provides that the applicable
ABL Lender or Affiliate of an ABL Lender is entitled to be secured under the “Collateral Agreement” (as defined in the ABL Credit Agreement). 

“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar
agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any
similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of
Holdings or the Subsidiaries shall be a Swap Agreement. For the avoidance of doubt, “Swap Agreement” will include a swap transaction pursuant to which the obligations of the Issuer or applicable Guarantor to make scheduled payments
thereunder are deferred (including, without limitation, payment obligations that are deferred to the scheduled termination date of such transaction so that the Issuer or such Guarantor makes a single payment thereunder on such scheduled termination
date). 
 “Tax” or “Taxes” means any present or future tax, levy, impost, duty, deduction, withholding
(including backup withholding), assessment, fee or other charge imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. 

“Tender Offers” means the cash tender offers by the Issuer and Holdings for up to $95 million aggregate principal amount
of the 2019 Notes and up to $225 million aggregate principal amount of the 2020 Notes. 
 “Term Loan Administrative
Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent under the Term Loan Agreement, and its successors in such capacity. 

“Term Loan Agreement” means the Amended and Restated Credit and Guaranty Agreement, dated as of June 23, 2016, by and
among the Issuer, the guarantors from time to time party thereto, the Term Loan Administrative Agent, and each lender from time to time party thereto, as amended, extended, renewed, restated, refunded,


  
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replaced, refinanced, supplemented, modified or otherwise changed (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time,
and any one or more agreements (and related documents) governing Indebtedness, including indentures, incurred to refinance, substitute, supplement, replace or add to (including increasing the amount available for borrowing or adding or removing any
Person as a borrower, issuer or guarantor thereunder, in whole or in part), the borrowings and commitments then outstanding or permitted to be outstanding under such Term Loan Agreement or one or more successors to the Term Loan Agreement or one or
more new credit agreements. 
 “Term Loan/Notes Collateral Agent” has the meaning given to the term “First Lien
Representative” in the First/Second Priority Intercreditor Agreement. 
 “Term Loan/Notes Exclusive Collateral” has
the meaning set forth in the ABL Intercreditor Agreement. 
 “Term Loan/Notes Exclusive Real Estate Collateral” means the
Term Loan/Notes Exclusive Collateral consisting of real estate interests (including leasehold interests). 
 “Term Loan/Notes Pari
Passu Intercreditor Agreement” means the Pari Passu Intercreditor Agreement, dated as of June 23, 2016, among the Term Loan/Notes Collateral Agent, the Term Loan Administrative Agent and Wilmington Trust, National Association, as
trustee for the Existing First Lien Notes, as it may be amended or supplemented from time to time. 
 “Term Loan/Notes Secured
Obligations” has the meaning set forth in the Term Loan/Notes Pari Passu Intercreditor Agreement. 

“Transactions” means (i) the issuance and sale of the Initial Notes, (ii) the consummation of the Tender Offers and
(iii) the payment of all fees and expenses related thereto. 
 “Treasury Rate” means, with respect to the Notes, as of
the applicable redemption date, the weekly average rounded to the nearest 1/100th of a percentage point (for the most recently completed week for which such information is available as of the date that is two business days prior to the redemption
date) of the yield to maturity of United States Treasury Securities with a constant maturity (as compiled and published in Federal Reserve Statistical Release H.15 with respect to each applicable day during such week or, if such Statistical Release
is no longer published, any publicly available source of similar market data) most nearly equal to the period from the redemption date to March 15, 2021; provided, however, that if the period from such redemption date to
March 15, 2021 is not equal to the constant maturity of a United States Treasury Security for which such a yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest
one-twelfth of a year) from the weekly average yields of United States Treasury Securities for which such yields are given, except that if the period from the redemption date to March 15, 2021 is less
than one year, the weekly average yield on actually traded United States Treasury Securities adjusted to a constant maturity of one year shall be used. 

“Treasury Services Obligations” means Obligations in respect of treasury, depositary or cash management services (including
purchasing cards and stored value cards) from, or any automated clearinghouse transfer of funds to, any entity that is an ABL Lender or an Affiliate of an ABL Lender. 

“Trust Officer” means, when used with respect to the Trustee, any vice president, assistant vice president, any trust officer
or any other officer of the Trustee who shall have direct responsibility for the administration of this Indenture, and also means any other officer of the Trustee to whom any corporate trust matter relating to this Indenture is referred because of
such person’s knowledge of and familiarity with the particular subject. 
 “Trustee” has the meaning assigned to such
term in the preamble of this Indenture until a successor replaces it and, thereafter, means the successor. 
 “UCC” means
the Uniform Commercial Code as in effect in the State of New York or, when the laws of any other jurisdiction govern the perfection or enforcement of any security interest, the Uniform Commercial Code of such jurisdiction. 

  
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 “U.S. Government Obligations” means securities which are (1) direct
obligations of the United States of America for the payment of which its full faith and credit is pledged, or (2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America,
provided that the payment of such obligations is unconditionally Guaranteed as a full faith and credit obligation by the United States of America. The term “U.S. Government Obligations” shall also include depository receipts issued by a
bank or trust company as custodian and evidencing ownership by the holders of such depository receipts of future payments of interest or principal, or both, on U.S. Government Obligations, as defined above, held by such custodian; provided
that except as required by law, no deduction may be made by the custodian from the amount payable to the holder of any such depository receipt from the amount received by the custodian in respect of any such payment of interest or principal. 

SECTION 1.2. Other Definitions. 
  

			
	 Term
	  	Defined in
Section
	 “Additional Restricted Notes”
	  	2.1(b)
	 “Agent Members”
	  	2.1(e)(2)
	 “Asset Disposition Offer”
	  	3.5(b)
	 “Asset Disposition Payment Date”
	  	3.5(c)
	 “Authenticating Agent”
	  	2.2
	 “Automatic Exchange”
	  	2.6(e)
	 “Automatic Exchange Date”
	  	2.6(e)
	 “Change of Control Offer”
	  	3.9(a)
	 “Change of Control Payment”
	  	3.9(a)
	 “Change of Control Payment Date”
	  	3.9(a)
	 “Clearstream”
	  	2.1(a)
	 “Defaulted Interest”
	  	2.11
	 “Defeasance”
	  	8.2
	 “Euroclear”
	  	2.1(a)
	 “Event of Default”
	  	6.1(a)
	 “Excess Proceeds”
	  	3.5(b)
	 “Global Notes”
	  	2.1(a)
	 “Guaranteed Obligations”
	  	10.1
	 “Initial Lien”
	  	3.6(a)
	 “Issuer Order”
	  	2.2
	 “Legal Holiday”
	  	13.7
	 “Note Guarantees”
	  	10.1
	 “Notes Register”
	  	2.3
	 “Permitted Supply Chain Financing”
	  	3.11(h)
	 “protected purchaser”
	  	2.7
	 “Redemption Date”
	  	5.1


  
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	 Term
	  	Defined in
Section
	 “Registrar”
	  	2.3
	 “Regulation S Global Note”
	  	2.1(a)
	 “Regulation S Notes”
	  	2.1(a)
	 “Restricted Global Note”
	  	2.6(e)
	 “Restricted Period”
	  	2.1(a)
	 “Rule 144A Global Note”
	  	2.1(a)
	 “Rule 144A Notes”
	  	2.1(a)
	 “Sale/Leaseback Transaction”
	  	3.7
	 “Satisfaction and Discharge”
	  	11.1
	 “Secured Indebtedness”
	  	6.1(a)(4)
	 “Special Interest Payment Date”
	  	2.11(a)
	 “Special Record Date”
	  	2.11(a)
	 “TIA”
	  	1.4
	 “Unrestricted Global Note”
	  	2.6(e)
	 “USA PATRIOT Act”
	  	13.11

 SECTION 1.3. Rules of Construction. Unless the context otherwise requires: 

(1) a term has the meaning assigned to it; 

(2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; 

(3) “or” is not exclusive; 

(4) “including” means including without limitation; 

(5) words in the singular include the plural and words in the plural include the singular; 

(6) “will” shall be interpreted to express a command; 

(7) all amounts expressed in this Indenture or in any of the Notes in terms of money refer to the lawful currency of the United
States of America; 
 (8) the words “herein,” “hereof” and “hereunder” and other words of
similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision of this Indenture; and 

(9) references to “Article,” “Section” or other subdivision herein are references to an Article, Section or
other subdivision of this Indenture. 

  
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 SECTION 1.4. Inapplicability of the Trust Indenture Act. No provisions of the Trust
Indenture Act of 1939, as amended (the “TIA”), are incorporated by reference in or made a part of this Indenture unless explicitly incorporated by reference. Unless specifically provided in this Indenture, no terms that are defined
under the TIA have such meanings for purposes of this Indenture. 
 ARTICLE II 

THE NOTES 
 SECTION 2.1.
Form, Dating and Terms. 
 (a) The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture
is unlimited. The Initial Notes issued on the date hereof will be in an aggregate principal amount of $400,000,000. In addition, the Issuer may issue, from time to time in accordance with the provisions of this Indenture, Additional Notes.
Furthermore, Notes may be authenticated and delivered upon registration of transfer, exchange or in lieu of other Notes pursuant to Section 2.2, 2.6, 2.7, 2.9, 5.6 or 9.5, in connection
with an Asset Disposition Offer pursuant to Section 3.5 or in connection with a Change of Control Offer pursuant to Section 3.9. 

Notwithstanding anything to the contrary contained herein, the Issuer may not issue any Additional Notes, unless such issuance is in
compliance with Sections 3.6 and 3.11. 
 With respect to any Additional Notes, the Issuer shall set forth in an
Officer’s Certificate or one or more indentures supplemental hereto, the following information: 
 (A) the aggregate
principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; 
 (B) the issue
price and the issue date of such Additional Notes, including the date from which interest shall accrue; and 
 (C) whether
such Additional Notes shall be Restricted Notes. 
 In authenticating and delivering Additional Notes, the Trustee shall be entitled to
receive and shall be fully protected in relying upon the Opinion of Counsel and Officer’s Certificate required by Section 13.3. 

The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of this Indenture. Holders of
the Initial Notes and the Additional Notes will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial Notes or the Additional Notes shall have the right to
vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. 
 Initial Notes and any Additional
Notes that are Restricted Notes (“Additional Restricted Notes”) offered and sold to QIBs in the United States of America in reliance on Rule 144A (the “Rule 144A Notes”) shall be issued in
the form of a permanent global Note substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in
Sections 2.1(c) and (d) (the “Rule 144A Global Note”), deposited with the Trustee, as custodian for DTC, duly executed by the Issuer and authenticated by the Trustee as hereinafter
provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the
Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as Notes Custodian for DTC or its nominee, as hereinafter provided. 

Initial Notes and any Additional Restricted Notes offered and sold outside the United States of America (the
“Regulation S Notes”) in reliance on Regulation S shall be issued in the form of a permanent global Note (the “Regulation S Global Note”) in the form of
Exhibit A including appropriate legends as set forth in Sections 2.1(c) 

  
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and (d). Each Regulation S Global Note will be deposited upon issuance with, or on behalf of, the Trustee as Notes Custodian for DTC in the manner described in this
Article II for credit to the respective accounts of the purchasers (or to such other accounts as they may direct), including, but not limited to, accounts at Euroclear Bank S.A./N.V. (“Euroclear”) or
Clearstream Banking, société anonyme (“Clearstream”). Prior to the 40th day after the later of the commencement of the offering of the Initial Notes and the Issue Date (such period through and including
such 40th day, the “Restricted Period”), interests in the Regulation S Global Note may only be transferred to non-U.S. persons pursuant to Regulation S, unless exchanged for
interests in a Global Note in accordance with the transfer and certification requirements described herein. 
 Investors may hold their
interests in the Regulation S Global Note through organizations other than Euroclear or Clearstream that are participants in DTC’s system or directly through Euroclear or Clearstream, if they are participants in such systems, or indirectly
through organizations which are participants in such systems. If such interests are held through Euroclear or Clearstream, Euroclear and Clearstream will hold such interests in the applicable Regulation S Global Note on behalf of their
participants through customers’ securities accounts in their respective names on the books of their respective depositaries. Such depositaries, in turn, will hold such interests in the applicable Regulation S Global Note in customers’
securities accounts in the depositaries’ names on the books of DTC. 
 The Regulation S Global Note may be represented by more
than one certificate, if so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or
decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided. 
 The
Rule 144A Global Notes and the Regulation S Global Notes and any other global notes evidencing Notes issued under this Indenture are sometimes collectively herein referred to as the “Global Notes.” 

The principal of, premium, if any, and interest due on the Notes shall be payable at the office or agency of the Paying Agent designated by
the Issuer maintained for such purpose (which shall initially be the office of the Trustee maintained for such purpose), or at such other office or agency of the Issuer as may be maintained for such purpose pursuant to
Section 2.3; provided, however, that, at the option of the Paying Agent, each installment of interest may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall
appear on the Notes Register or (ii) wire transfer to an account located in the United States maintained by the payee, subject to the last sentence of this paragraph. Payments in respect of Notes represented by a Global Note (including
principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified by the Holders thereof or otherwise in accordance with the applicable procedures of DTC. Payments in respect of Notes
represented by Definitive Notes (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Notes represented by Definitive Notes will be made by wire transfer to a Dollar account
maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than fifteen (15) days
immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). 
 The Notes may
have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibit A and in Sections 2.1(c) and (d). The Issuer shall approve
any notation, endorsement or legend on the Notes. Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this Indenture and, to the extent applicable,
the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to be bound by such terms. 

(b) Denominations. The Notes shall be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. 

(c) Restrictive Legends. Unless and until (i) an Initial Note or an Additional Restricted Note is sold under an effective
registration statement or (ii) the Issuer and the Trustee receive an Opinion of Counsel reasonably satisfactory to the Issuer to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain
compliance with the provisions of the Securities Act, the Rule 144A Global Note and the Regulation S Global Note shall bear the following legend on the face thereof: 

  
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 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. 

THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS
PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE THAT IS ONE YEAR (IN THE CASE OF THE 144A NOTES) OR 40 DAYS (IN THE CASE OF THE REGULATION S NOTES) AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF THE NOTES
AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT OR (D) PURSUANT TO OFFERS AND
SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. 
 (d) Global Note Legend.
Each Global Note, whether or not an Initial Note, shall bear the following legend on the face thereof: 
 UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR
SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. 

(e) Book-Entry Provisions. (i) This Section 2.1(e) shall
apply only to Global Notes deposited with the Trustee, as custodian for DTC. 

  
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 (1) Each Global Note initially shall (x) be registered in the name of DTC or
the nominee of DTC, (y) be delivered to the Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Note (but not a beneficial interest therein) will be limited to
transfers thereof in whole, but not in part, to DTC, its successors or its respective nominees, except as set forth in Section 2.1(e)(3) and 2.1(f). If a beneficial interest in a Global Note is transferred or
exchanged for a beneficial interest in another Global Note, the Notes Custodian will (x) record a decrease in the principal amount of the Global Note being transferred or exchanged equal to the principal amount of such transfer or exchange and
(y) record a like increase in the principal amount of the other Global Note. Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in another Global Note, or exchanged for an
interest in another Global Note, will, upon transfer or exchange, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if
any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. 

(2) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with
respect to any Global Note held on their behalf by DTC or by the Notes Custodian as the custodian of DTC or under such Global Note, and DTC may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of
such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization
furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a holder of a beneficial interest in any Global Note. 

(3) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to
Section 2.1(f) to beneficial owners who are required to hold Definitive Notes, the Notes Custodian shall reflect on its books and records the date and a decrease in the principal amount of such Global Note in an amount
equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Notes of like tenor and amount.

 (4) In connection with the transfer of an entire Global Note to beneficial owners pursuant to
Section 2.1(f), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner
identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. 

(5) The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and
persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. 

(6) Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such
Global Note may be effected only through a book-entry system maintained by (i) the Holder of such Global Note (or its agent) or (ii) any holder of a beneficial interest in such Global Note, and that
ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. 
 (f) Definitive Notes.
Except as provided below in this paragraph (f), owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial
interests in a Global Note if (A) DTC notifies the Issuer that it is unwilling or unable to continue to act as Depositary for the Global Note or that DTC ceases to be a clearing agency registered under the Exchange Act, and, in either case, the
Issuer fails to appoint a successor depositary within 90 days after the date of such notice, or (B) there shall have occurred and be continuing an Event of Default with respect to the Notes under this Indenture and DTC shall have requested the
issuance of Definitive Notes. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (A) or (B) of the preceding sentence, the Issuer shall promptly make available to the Trustee a
reasonable supply of Definitive Notes. In addition, any Note transferred to an affiliate (as defined in Rule 405 under the Securities Act) of the Issuer or evidencing 

  
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a Note that has been acquired by an affiliate in a transaction or series of transactions not involving any public offering must, until one year after the last date on which either the Issuer or
any Affiliate of the Issuer was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section 2.1(d). If required to do so pursuant to any applicable law or
regulation, beneficial owners may also obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. 

(1) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to this Section 2.1(f)
shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.1(c). 

(2) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such
Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal
amount of the canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred. 

(3) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being
transferred or exchanged, (y) the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal
amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such
transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in
authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, registered in the name of the Holder thereof. 

SECTION 2.2. Execution and Authentication. One Officer of the Issuer shall sign the Notes for the Issuer by manual, facsimile or pdf
signature. If the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. 

A Note shall not be valid until an authorized officer of the Trustee manually authenticates the Note. The signature of the Trustee on a Note
shall be conclusive evidence that such Note has been duly and validly authenticated and issued under this Indenture. A Note shall be dated the date of its authentication. 

At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for
delivery: (1) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $400,000,000, (2) subject to Sections 3.6 and 3.11, Additional Notes for original issue in an unlimited principal amount and
(3) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of an Unrestricted Global Note, in each case upon a written order of the Issuer signed by one Officer of the Issuer (the
“Issuer Order”). The Issuer Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be
authenticated, the Holder of the Notes and whether the Notes are to be Initial Notes or Additional Notes. 
 The Trustee may appoint an
agent (the “Authenticating Agent”) reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer.
Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by the Authenticating
Agent. An Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. 
 In case
the Issuer, pursuant to Article IV, shall be consolidated or merged with or into any other corporation or shall convey or transfer all or substantially all of its properties or assets to any Person, and the successor Person
resulting from such consolidation, or surviving such merger, or into which the Issuer or any Guarantor shall 

  
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have been merged, or the Person which shall have received a conveyance or transfer as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to
Article IV, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance or transfer may (but shall not be required), from time to time, at the request of the successor Person, be exchanged
for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of
like principal amount; and the Trustee, upon the Issuer Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated
and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without
expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name. 

SECTION 2.3. Registrar and Paying Agent. The Issuer shall maintain an office or agency where Notes may be presented for registration of
transfer or for exchange (the “Registrar”) and an office or agency where Notes may be presented for payment. The Registrar shall keep a register of the Notes and of their transfer and exchange (the “Notes
Register”). The Issuer may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent and the term
“Registrar” includes any co-registrar. 
 The Issuer shall enter into an appropriate
agency agreement with any Registrar or Paying Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee in writing of the name and address of
each such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Issuer or any Guarantor may
act as Paying Agent, Registrar or transfer agent. 
 The Issuer initially appoints DTC to act as Depositary with respect to the Global
Notes. The Issuer initially appoints the Trustee to act as the Registrar and Paying Agent for the Notes and the Issuer may remove any Registrar or Paying Agent without prior notice to the Holders, but upon written notice to such Registrar or Paying
Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) acceptance of any appointment by a successor as evidenced by an appropriate agreement entered into by the Issuer and such successor
Registrar or Paying Agent, as the case may be, and delivered to the Trustee and the passage of any waiting or notice periods required by DTC procedures or (ii) written notification to the Trustee that the Trustee shall serve as Registrar or
Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuer and the Trustee. 

SECTION 2.4. Paying Agent to Hold Money in Trust. Prior to 10:00 a.m. (Eastern Time), on each date of the principal of, premium, if
any, or interest on any Note is due and payable, the Issuer shall deposit with the Paying Agent a sum sufficient in immediately available funds to pay such principal, premium, if any, or interest when due. The Issuer shall require the Paying Agent
(other than the Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by such Paying Agent for the payment of principal of, premium, if any, or interest on the Notes (whether
such assets have been distributed to it by the Issuer or other obligors on the Notes), shall notify the Trustee in writing of any default by the Issuer or any Guarantor in making any such payment and shall during the continuance of any default by
the Issuer (or any other obligor upon the Notes) or any Guarantor in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such Paying Agent for payment
in respect of the Notes together with a full accounting thereof. If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Issuer at any time
may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee and to account for any funds or assets disbursed by such Paying Agent. Upon complying with this Section 2.4, the Paying Agent
(if other than the Issuer or a Subsidiary of the Issuer) shall have no further liability for the money delivered to the Trustee. Upon any bankruptcy, insolvency, reorganization or similar proceeding with respect to the Issuer, the Trustee shall
serve as Paying Agent for the Notes. 
 SECTION 2.5. Holder Lists. The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of Holders. If the Trustee is not the Registrar, the Issuer, on its own behalf and on behalf of each of the Guarantors, shall furnish or cause the Registrar to furnish to
the Trustee, in writing at least five Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and
addresses of Holders and the Issuer. 

  
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 SECTION 2.6. Transfer and Exchange. 

(a) A Holder may transfer a Note (or a beneficial interest therein) to another Person or exchange a Note (or a beneficial interest therein)
for another Note or Notes of any authorized denomination by presenting to the Trustee a written request therefor stating the name of the proposed transferee or requesting such an exchange, accompanied by any certification, opinion or other document
required by this Section 2.6. The Trustee will promptly register any transfer or exchange that meets the requirements of this Section 2.6 by noting the same in the Notes Register maintained by the
Trustee for the purpose, and no transfer or exchange will be effective until it is registered in such Notes Register. The transfer or exchange of any Note (or a beneficial interest therein) may only be made in accordance with this
Section 2.6 and Sections 2.1(e) and 2.1(f), as applicable, and, in the case of a Global Note (or a beneficial interest therein), the applicable rules and procedures of DTC, Euroclear and
Clearstream. The Trustee shall refuse to register any requested transfer or exchange that does not comply with this Section 2.6(a). 

(b) Transfers of Rule 144A Notes. The following provisions shall apply with respect to any proposed registration of
transfer of a Rule 144A Note prior to the date that is one year after the later of the date of its original issue and the last date on which the Issuer or any Affiliate of the Issuer was the owner of such Notes (or any predecessor thereto):

 (1) a registration of transfer of a Rule 144A Note or a beneficial interest therein to a QIB shall be made upon the
representation of the transferee in the form as set forth on the reverse of the Note that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a
“qualified institutional buyer” within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the
undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided
by Rule 144A; provided that no such written representation or other written certification shall be required in connection with the transfer of a beneficial interest in the Rule 144A Global Note to a transferee in the form of a
beneficial interest in that Rule 144A Global Note in accordance with this Indenture and the applicable procedures of DTC; and 

(2) a registration of transfer of a Rule 144A Note or a beneficial interest therein to a
Non-U.S. Person shall be made upon receipt by the Issuer and the Registrar or its agent of a certificate substantially in the form set forth in Exhibit C from the proposed transferee and the delivery of
an Opinion of Counsel, certification and/or other information satisfactory to the Issuer. 
 (c) Transfers of
Regulation S Notes. The following provisions shall apply with respect to any proposed transfer of a Regulation S Note prior to the expiration of the Restricted Period: 

(1) a transfer of a Regulation S Note or a beneficial interest therein to a QIB shall be made upon the representation of
the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a
“qualified institutional buyer” within the meaning of Rule 144A, is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned
has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by
Rule 144A; and 
 (2) a transfer of a Regulation S Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Registrar or its agent of a certificate substantially in the form set forth in Exhibit C hereof from the proposed transferee and receipt by the Issuer and
Registrar or its agent of an Opinion of Counsel, certification and/or other information satisfactory to the Issuer. 

  
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 After the expiration of the Restricted Period, interests in the Regulation S Note may be
transferred in accordance with applicable law without requiring the certification set forth in Exhibit C or any additional certification. 

(d) Restricted Notes Legend. Upon the transfer, exchange or replacement of Notes not bearing a Restricted Notes Legend, the Registrar
shall deliver Notes that do not bear a Restricted Notes Legend. Upon the transfer, exchange or replacement of Notes bearing a Restricted Notes Legend, the Registrar shall deliver only Notes that bear a Restricted Notes Legend unless (1) an
Initial Note is being transferred pursuant to an effective registration statement, (2) Initial Notes are being exchanged for Notes that do not bear the Restricted Notes Legend in accordance with Section 2.6(e) or
(3) there is delivered to the Registrar an Opinion of Counsel stating that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. Any Additional Notes
sold in a registered offering shall not be required to bear the Restricted Notes Legend. 
 (e) Automatic Exchange from Global Note
Bearing Restricted Notes Legend to Global Note Not Bearing Restricted Notes Legend. Upon the Issuer’s satisfaction that the Restricted Notes Legend shall no longer be required in order to maintain compliance with the Securities Act,
beneficial interests in a Global Note bearing the Restricted Notes Legend (a “Restricted Global Note”) may be automatically exchanged into beneficial interests in a Global Note not bearing the Restricted Notes Legend (an
“Unrestricted Global Note”) without any action required by or on behalf of the Holder (the “Automatic Exchange”) at any time on or after the date that is the 366th calendar day after (1) with respect to the
Notes issued on the Issue Date, the Issue Date or (2) with respect to Additional Restricted Notes, if any, the issue date of such Additional Restricted Notes, or, in each case, if such day is not a Business Day, on the next succeeding Business
Day (the “Automatic Exchange Date”). Upon the Issuer’s satisfaction that the Restricted Notes Legend shall no longer be required in order to maintain compliance with the Securities Act, the Issuer, upon request by any Holder,
shall (i) provide written notice to DTC and the Trustee at least fifteen (15) calendar days prior to the Automatic Exchange Date, instructing DTC to exchange all of the outstanding beneficial interests in a particular Restricted Global
Note to the Unrestricted Global Note, which the Issuer shall have previously otherwise made eligible for exchange with DTC, (ii) provide prior written notice to each Holder at such Holder’s address appearing in the register of Holders at
least fifteen (15) calendar days prior to the Automatic Exchange Date, which notice must include (w) the Automatic Exchange Date, (x) the section of this Indenture pursuant to which the Automatic Exchange shall occur, (y) the
“CUSIP” number of the Restricted Global Note from which such Holder’s beneficial interests will be transferred and (z) the “CUSIP” number of the Unrestricted Global Note into which such Holder’s beneficial
interests will be transferred, and (iii) on or prior to the Automatic Exchange Date, deliver to the Trustee for authentication one or more Unrestricted Global Notes, duly executed by the Issuer, in an aggregate principal amount equal to the
aggregate principal amount of Restricted Global Notes to be exchanged into such Unrestricted Global Notes. 
 Notwithstanding anything to
the contrary in this Section 2.6(e), during the fifteen (15) calendar day period prior to the Automatic Exchange Date, no transfers or exchanges other than pursuant to this Section 2.6(e)
shall be permitted without the prior written consent of the Issuer. As a condition to any Automatic Exchange, the Issuer shall provide, and the Trustee shall be entitled to conclusively rely upon, an Officer’s Certificate and Opinion of Counsel
to the Issuer to the effect that the Automatic Exchange shall be effected in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Notes Legend shall no longer be required in order to
maintain compliance with the Securities Act and that the aggregate principal amount of the particular Restricted Global Note is to be transferred to the particular Unrestricted Global Note by adjustment made on the records of the Trustee, as
custodian for the Depositary, to reflect the Automatic Exchange. Upon such exchange of beneficial interests pursuant to this Section 2.6(e), the aggregate principal amount of the Global Notes shall be increased or decreased
by adjustments made on the records of the Trustee, as custodian for the Depositary, to reflect the relevant increase or decrease in the principal amount of such Global Note resulting from the applicable exchange. The Restricted Global Note from
which beneficial interests are transferred pursuant to an Automatic Exchange shall be canceled following the Automatic Exchange. 
 (f)
Retention of Written Communications. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.1 or this Section 2.6. The
Issuer shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable prior written notice to the Registrar. 

  
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 (g) Obligations with Respect to Transfers and Exchanges of Notes. To permit registrations
of transfers and exchanges, the Issuer shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Issuer’s and
Registrar’s written request. 
 No service charge shall be made to a Holder for any registration of transfer or exchange, but the
Issuer may require the Holder to pay a sum sufficient to cover any transfer tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon
exchange or transfer pursuant to Section 2.2, 2.6, 2.7, 2.9, 5.6 or 9.5). 

The Issuer (and the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning
(1) fifteen (15) calendar days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) fifteen (15) calendar days before an interest payment
date and ending on such interest payment date or (B) called for redemption, except the unredeemed portion of any Note being redeemed in part. 

Prior to the due presentation for registration of transfer of any Note, the Issuer, the Trustee, the Paying Agent or the Registrar may deem
and treat the person in whose name a Note is registered as the owner of such Note for the purpose of receiving payment of principal of, premium, if any, and (subject to paragraph 2 of the form of Note attached hereto as
Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Issuer, the Trustee, the
Paying Agent or the Registrar shall be affected by notice to the contrary. 
 Any Definitive Note delivered in exchange for an interest in a
Global Note pursuant to Section 2.1(f) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth
in Section 2.1(c). 
 All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall
evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. 

(h) No Obligation of the Trustee. The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a
member of, or a participant in, DTC or other Person with respect to the accuracy of the records of DTC or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any
participant, member, beneficial owner or other Person (other than DTC) of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All
notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to or upon the order of the registered Holders (which shall be DTC or its nominee in the case of a
Global Note). The rights of beneficial owners in any Global Note shall be exercised only through DTC subject to the applicable rules and procedures of DTC. The Trustee may rely and shall be fully protected in relying upon information furnished by
DTC with respect to its members, participants and any beneficial owners. 
 The Trustee shall have no obligation or duty to monitor,
determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among DTC participants, members
or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to
examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any of its agents shall have any responsibility for any actions taken or not taken by DTC. 

  
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 SECTION 2.7. Mutilated, Destroyed, Lost or Stolen Notes. 

If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully
taken, the Issuer shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the UCC are met, such that the Holder (a) satisfies the Issuer and the
Trustee that such Note has been lost, destroyed or wrongfully taken within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar has not registered a transfer prior to receiving such
notification, (b) makes such request to the Issuer and the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the UCC (a “protected
purchaser”) and (c) satisfies any other reasonable requirements of the Trustee; provided, however, if after the delivery of such replacement Note, a protected purchaser of the Note for which such replacement Note was
issued presents for payment or registration such replaced Note, the Trustee and/or the Issuer shall be entitled to recover such replacement Note from the Person to whom it was issued and delivered or any Person taking therefrom, except a protected
purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Trustee in connection therewith. Such Holder shall furnish an indemnity
bond sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Issuer to protect the Issuer, the Trustee, the Paying Agent and the Registrar, from any loss which any of them may suffer if a Note is replaced, and, in
the absence of notice to the Issuer, any Guarantor or the Trustee that such Note has been acquired by a protected purchaser, the Issuer shall execute, and upon receipt of an Issuer Order, the Trustee shall authenticate and make available for
delivery, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. 

In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Issuer in its discretion may,
instead of issuing a new Note, pay such Note. 
 Upon the issuance of any new Note under this Section 2.7, the
Issuer may require that such Holder pay a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of counsel and of the Trustee) in connection
therewith. 
 Subject to the proviso in the initial paragraph of this Section 2.7, every new Note issued pursuant
to this Section 2.7, in lieu of any mutilated, destroyed, lost or stolen Note, shall constitute an original additional contractual obligation of the Issuer, any Guarantor (if applicable) and any other obligor upon the
Notes, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

 The provisions of this Section 2.7 are exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes. 
 SECTION 2.8. Outstanding Notes.
Notes outstanding at any time are all Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those paid pursuant to Section 2.7 and those described in this
Section 2.8 as not outstanding. A Note does not cease to be outstanding in the event the Issuer or an Affiliate of the Issuer holds the Note; provided, however, that (i) for purposes of determining which
Notes are outstanding for consent or voting purposes hereunder, the provisions of Section 13.5 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination whether the Holders of
the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or
modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding. 

If a Note is replaced pursuant to Section 2.7 (other than a mutilated Note surrendered for replacement), it ceases
to be outstanding unless the Trustee and the Issuer receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to
Section 2.7. 

  
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 If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a
Redemption Date or maturity date, money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent
is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue. 

SECTION 2.9. Temporary Notes. In the event that Definitive Notes are to be issued under the terms of this Indenture, until such
Definitive Notes are ready for delivery, the Issuer may prepare and the Trustee shall authenticate temporary Notes. Temporary Notes shall be substantially in the form, and shall carry all rights, of Definitive Notes but may have variations that the
Issuer consider appropriate for temporary Notes. Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate Definitive Notes. After the preparation of Definitive Notes, the temporary Notes shall be exchangeable for
Definitive Notes upon surrender of the temporary Notes at any office or agency maintained by the Issuer for that purpose and such exchange shall be without charge to the Holder. Upon surrender for cancellation of any one or more temporary Notes, the
Issuer shall execute, and the Trustee shall, upon receipt of an Issuer Order, authenticate and make available for delivery in exchange therefor, one or more Definitive Notes representing an equal principal amount of Notes. Until so exchanged, the
Holder of temporary Notes shall in all respects be entitled to the same benefits under this Indenture as a Holder of Definitive Notes. 

SECTION 2.10. Cancellation. The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and the Paying
Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment or cancellation and
dispose of such Notes in accordance with its internal policies and customary procedures (subject to the record retention requirements of the Exchange Act and the Trustee). If the Issuer or any Guarantor acquires any of the Notes, such acquisition
shall not operate as a redemption or satisfaction of the Indebtedness represented by such Notes unless and until the same are surrendered to the Trustee for cancellation pursuant to this Section 2.10. The Issuer may not
issue new Notes to replace Notes it has paid or delivered to the Trustee for cancellation for any reason other than in connection with a transfer or exchange. 

At such time as all beneficial interests in a Global Note have either been exchanged for Definitive Notes, transferred, redeemed, repurchased
or canceled, such Global Note shall be returned by DTC to the Trustee for cancellation or retained and canceled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Definitive Notes,
transferred in exchange for an interest in another Global Note, redeemed, repurchased or canceled, the principal amount of Notes represented by such Global Note shall be reduced and an adjustment shall be made on the books and records of the Trustee
(if it is then the Notes Custodian for such Global Note) with respect to such Global Note, by the Trustee or the Notes Custodian, to reflect such reduction. 

SECTION 2.11. Payment of Interest; Defaulted Interest. Interest on any Note which is payable, and is punctually paid or duly provided
for, on any interest payment date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered at the close of business on the regular record date for such payment at the office or agency of the Issuer
maintained for such purpose pursuant to Section 2.3. 
 Any interest on any Note which is payable, but is not paid
when the same becomes due and payable and such nonpayment continues for a period of 30 days shall forthwith cease to be payable to the Holder on the regular record date, and such defaulted interest and (to the extent lawful) interest on such
defaulted interest at the rate borne by the Notes (such defaulted interest and interest thereon herein collectively called “Defaulted Interest”) shall be paid by the Issuer, at its election in each case, as provided in
clause (a) or (b) below: 
 (a) The Issuer may elect to make payment of any Defaulted Interest to the Persons in
whose names the Notes (or their respective predecessor Notes) are registered at the close of business on a Special Record Date (as defined below) for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Issuer
shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Note and the date of the proposed payment (the “Special Interest Payment Date”), and at the same time the Issuer shall deposit with
the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Section 2.11(a). Thereupon the Issuer shall fix a record date (the “Special Record Date”) for the
payment of such Defaulted Interest, 

  
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which date shall be not more than fifteen (15) calendar days and not less than ten (10) calendar days prior to the Special Interest Payment Date and not less than ten
(10) calendar days after the receipt by the Trustee of the notice of the proposed payment. The Issuer shall promptly notify the Trustee in writing of such Special Record Date, and in the name and at the expense of the Issuer, the Trustee
shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date and Special Interest Payment Date therefor to be given in the manner provided for in Section 13.1, not less than ten
(10) calendar days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date and Special Interest Payment Date therefor having been so given, such Defaulted Interest shall be
paid on the Special Interest Payment Date to the Persons in whose names the Notes (or their respective predecessor Notes) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the provisions
in Section 2.11(b). 
 (b) The Issuer may make payment of any Defaulted Interest in any other
lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, if, after written notice given by the Issuer to the Trustee of the proposed
payment pursuant to this Section 2.11(b), such manner of payment shall be deemed practicable by the Trustee. 

Subject to the foregoing provisions of this Section 2.11, each Note delivered under this Indenture upon registration
of, transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note. 

SECTION 2.12. CUSIP and ISIN Numbers. The Issuer in issuing the Notes may use “CUSIP” and “ISIN” numbers and, if
so, the Trustee shall use “CUSIP and “ISIN” numbers in notices of redemption or other notice as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption or other notice and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption or other
notification shall not be affected by any defect in or omission of such CUSIP and ISIN numbers. The Issuer shall promptly notify the Trustee in writing of any change in the CUSIP and ISIN numbers. 

ARTICLE III 
 COVENANTS 

SECTION 3.1. Payment of Notes. 

The Issuer will pay or cause to be paid the principal of, premium, if any, and interest due on the Notes on the dates and in the manner
provided in the Notes. Principal, premium, if any, and interest due on the Notes will be considered paid on the date due if the Paying Agent, if other than Holdings or a Subsidiary thereof, holds as of 10:00 a.m. (Eastern Time) on the due date money
deposited (or caused or directed to be deposited) by one of the JCP Parties in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due on the Notes. 

The Issuer will pay interest (including post-petition interest in any proceeding under the Bankruptcy Code) on overdue principal at the then
applicable interest rate on the Notes to the extent lawful; the JCP Parties will pay interest (including post-petition interest in any proceeding under the Bankruptcy Code) on overdue installments of interest (without regard to any applicable grace
period) at the same rate to the extent lawful. 
 SECTION 3.2. Maintenance of Office or Agency. 

The Issuer will maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served; provided,
however, that nothing herein shall be construed to render the Trustee or any affiliate of the Trustee, Registrar or co-registrar as the agent of the Issuer for service of process. The Issuer will give prompt
written notice to the Trustee of 

  
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the location, and any change in the location, of such office or agency. If at any time the Issuer fails to maintain any such required office or agency or fails to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. 

The Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the JCP Parties of their obligation to maintain an office or agency for such purposes. The
Issuer will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency 

SECTION 3.3. Stay, Extension and Usury Laws. The Issuer covenants (to the extent that it may lawfully do so) that they will not at any
time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this
Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenant that it will not, by resort to any such law, hinder, delay or impede the execution of any power
herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law has been enacted. 

SECTION 3.4. Compliance Certificate. 

The Issuer shall deliver to the Trustee, within 120 days after the end of each Fiscal Year ended after the Issue Date, an Officer’s
Certificate (which need not comply with Section 13.4) stating, as to the signer thereof (who must be the principal executive officer, principal financial officer or principal accounting officer of the Issuer) that: 

(1) a review of the activities of the Issuer during such year and of its performance under this Indenture has been made under his or her
supervision, and 
 (2) to the best of his or her knowledge, based on such review, the Issuer has fulfilled all its obligations under this
Indenture throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to him or her and the nature and status thereof. 

SECTION 3.5. Limitation on Asset Dispositions. 

(a) The Issuer shall not, and shall not permit any of its Subsidiaries to, make any Asset Disposition unless: 

(1) the Issuer or such Subsidiary, as the case may be, receives consideration (including by way of relief from, or by any other
Person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good
faith by the Issuer, of the Equity Interests, property or assets subject to such Asset Disposition; or 
 (2) in any such
Asset Disposition, or series of related Asset Dispositions, at least 75% of the consideration from such Asset Disposition (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or
otherwise), received by the Issuer or such Subsidiary, as the case may be, is in the form of cash, cash equivalents or other Permitted Investments; and 

(3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied within 365 days after the receipt
thereof (or, if Holdings or any of its Subsidiaries enters into a binding commitment to acquire such long-term assets within 365 days of receipt of such Net Available Cash, within 540 days of receipt thereof) at the option of the Issuer: 

(i) to repay, redeem, repurchase or otherwise acquire or retire: (I) the Notes; (II) any other Second Priority
Secured Obligations; and/or (III) any Term Loan/Notes Secured Obligations; provided that in the case of clause (II), the Issuer shall equally and ratably reduce Notes Obligations through (A) open market purchases (to the extent such
purchases are at or above 100% of the principal amount of the Notes (or, to the extent that such Net Available Cash constitutes Specified Sale/Leaseback Proceeds, 103% of the principal amount of the Notes)), (B) as provided under
Section 5.7 or (C) by making an Asset Disposition Offer; or 

  
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 (ii) to make capital expenditures or to invest in or commit to invest in non-current assets that are used or useful in the business of the Issuer or a Guarantor (including assets or Equity Interests of a Person that becomes a Subsidiary and a Guarantor in connection therewith); or 

(iii) any combination of the foregoing; 

provided that, pending the final application of the amount of any such Net Available Cash in accordance with clause (3) of this
Section 3.5(a), Holdings and its Subsidiaries may temporarily reduce Indebtedness or otherwise use such Net Available Cash in any manner not prohibited by this Indenture. 

For purposes of clause (2) above, the following shall be deemed to be “cash”: (i) any liabilities (as shown on
Holdings’ or any of its Subsidiaries’ most recent balance sheet or in the footnotes thereto which shall at such time have been delivered pursuant to Section 3.10 or otherwise prepared (other than any liabilities
that are by their terms subordinated to the Notes Obligations)) that are assumed by the transferee with respect to the applicable disposition, (ii) any notes or other obligations or other securities or assets received by Holdings or any of its
Subsidiaries in the applicable disposition that are converted into cash or cash equivalents or other Permitted Investments within 180 days of the receipt thereof (to the extent of the cash or cash equivalents or other Permitted Investments
received), (iii) any Designated Non-Cash Consideration received by Holdings or any of its Subsidiaries in the applicable disposition having an aggregate fair market value (as determined in good faith by
the Issuer), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (iii) that is at the time outstanding, not to exceed, at the time of receipt of such
consideration, 1.0% of Net Tangible Assets of Holdings and its Subsidiaries (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving
effect to subsequent changes in value) and (iv) any non-current assets referred to in clause (ii) of the immediately preceding paragraph. 

(b) The Notes Percentage of the amount of any Net Available Cash that is not applied or invested or committed to be applied or invested as
provided in Section 3.5(a) will be deemed to constitute “Excess Proceeds” under this Indenture. Within 10 Business Days after the date that the aggregate amount of Excess Proceeds exceeds
$25.0 million, the Issuer will be required to make an offer (“Asset Disposition Offer”) to all Holders of Notes issued under this Indenture to purchase the maximum principal amount of Notes that may be purchased out of the
Excess Proceeds, at an offer price equal to 100% of the principal amount of the Notes (or, to the extent that such Excess Proceeds are from Specified Sale/Leaseback Proceeds, 103% of the principal amount of the Notes) plus accrued and unpaid
interest, if any, to, but not including, the date of purchase, in accordance with the procedures set forth in Sections 3.5(c) and (d) and in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof.
The Issuer may, in its sole discretion, make an Asset Disposition Offer pursuant to this Section 3.5 prior to the time that the aggregate amount of Excess Proceeds exceeds $25.0 million. 

(c) Upon the commencement of an Asset Disposition Offer, the Issuer shall send, or cause to be sent, by first class mail or electronically, a
notice to each Holder with a copy to the Trustee at its registered address or otherwise in accordance with the applicable procedures of DTC. The notice shall contain all instructions and materials necessary to enable such Holder to tender Notes
pursuant to the Asset Disposition Offer. Any Asset Disposition Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Disposition Offer, shall state: 

(1) that the Asset Disposition Offer is being made pursuant to this Section 3.5 and that, to the
extent lawful, all Notes properly tendered (and not properly withdrawn) shall be accepted for payment (unless prorated); 

(2) the Asset Disposition payment amount, the Asset Disposition offered price, and the date on which Notes tendered and
accepted for payment shall be purchased, which date shall be at least 30 days and not later than 60 days from the date such notices is delivered (the “Asset Disposition Payment Date”); 

  
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 (3) that any Notes not tendered or accepted for payment shall continue to accrue
interest in accordance with the terms thereof; 
 (4) that, unless the Issuer defaults in making such payment, any Notes
accepted for payment pursuant to the Asset Disposition Offer shall cease to accrue interest on and after the Asset Disposition Payment Date; 

(5) that Holders electing to have any Notes purchased pursuant to any Asset Disposition Offer shall be required to surrender
the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice at least three Business Days before the Asset Disposition Payment Date;

 (6) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than two
(2) Business Days prior to the Asset Disposition Payment Date, a notice setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing its election to
have such Note purchased; 
 (7) that if the aggregate principal amount of Notes surrendered by Holders exceeds the Asset
Disposition payment amount, the Issuer shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in denominations of $2,000 or integral multiples of $1,000 in
excess thereof shall be purchased); and 
 (8) that Holders whose Notes were purchased only in part shall be issued new Notes
equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry). 
 If the Asset Disposition
Payment Date is on or after a record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no
additional interest shall be payable to Holders who tender Notes pursuant to the Asset Disposition Offer. 
 On the Asset Disposition
Payment Date, the Issuer shall, to the extent lawful: 
 (i) accept for purchase all Notes or portions of Notes properly
tendered (and not properly withdrawn) pursuant to the Asset Disposition Offer (subject to the limitations set forth on minimum denominations and integrals and to the pro ration provisions set forth below); 

(ii) deposit with the Paying Agent an amount equal to the Asset Disposition payment in respect of all Notes or portions of
Notes properly tendered (and not properly withdrawn) and accepted for purchase by the Issuer; and 
 (iii) deliver or cause
to be delivered to the Trustee the Notes accepted for purchase, together with an Officer’s Certificate stating the aggregate principal amount of Notes being purchased by the Issuer. 

(d) To the extent that the aggregate amount of Notes so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is
less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for any purpose not prohibited by this Indenture. If the aggregate principal amount of the Notes surrendered in any Asset Disposition Offer by Holders exceeds the amount
of Excess Proceeds, the Excess Proceeds shall be allocated among the Notes to be purchased on a pro rata basis, by lot to the extent practicable or by such other method in accordance with the applicable procedures of DTC, on the basis of the
aggregate principal amount of tendered Notes; provided that no Notes will be selected and purchased in an unauthorized denomination. Upon completion of any Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero. 

  
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 (e) The Issuer will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws, rules and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to
this Section 3.5. To the extent that the provisions of any securities laws, rules or regulations conflict with the provisions of this Indenture, the Issuer will comply with the applicable securities laws, rules and
regulations and shall not be deemed to have breached its obligations under this Indenture by virtue thereof. 
 SECTION 3.6. Limitation
on Liens. 
 (a) The Issuer and the Guarantors shall not create, incur, assume or permit to exist any Lien securing Indebtedness on or
with respect to the Collateral or any Material Real Estate Asset, in each case except for Permitted Liens. The Issuer and the Guarantors shall not, and shall not permit any Subsidiary to, create, incur, assume or permit to exist any Lien securing
Indebtedness on or with respect to any property or asset now owned or hereafter acquired by it other than Collateral or any Material Real Estate Asset, in each case except for Permitted Liens or unless the Notes are secured equally and ratably with
(or prior to) the Indebtedness secured by such Lien for so long as such other Indebtedness is so secured (the “Initial Lien”). Any Lien created for the benefit of the Holders pursuant to the preceding sentence shall provide by its
terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien. 

(b) For purposes of determining compliance with this Section 3.6, a Lien securing Indebtedness need not be permitted
solely by reference to the above paragraph or to one category (or portion thereof) of Permitted Liens described in the definition of “Permitted Liens,” but may be permitted in part under any combination thereof and (b) in the event
that a Lien securing Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of Permitted Liens described in the definition of “Permitted Liens” or pursuant to the above paragraph, the Issuer may, in its
sole discretion, classify or divide such Lien securing such Indebtedness (or any portion thereof) in any manner that complies with this Section 3.6. 

SECTION 3.7. Limitation on Sale and Lease-Back Transactions. The Issuer and the Guarantors shall not enter into any arrangement,
directly or indirectly, whereby it shall sell or transfer (other than to the Issuer or a Guarantor) any Second Priority Collateral, whether now owned or hereinafter acquired, or any Material Real Estate Asset and thereafter rent or lease such
property (or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred) (each such transaction, a “Sale/Leaseback Transaction”) for a period of time in excess of three
years, except for any such sale of fixed or capital assets (a) that is made for cash, cash equivalents or other Permitted Investments consideration within 90 days after the Issuer or Guarantor, as applicable, acquires or completes the
construction of such fixed or capital asset or (b) where the disposition is not prohibited by Section 3.5. 

SECTION 3.8. Subsidiaries. If any Domestic Subsidiary of the Issuer guarantees or becomes a borrower in respect of the obligations
under the ABL Credit Agreement, any facility evidencing Term Loan/Notes Secured Obligations or any other facility evidencing Second Priority Secured Obligations, Holdings and the Issuer shall, within fifteen Business Days after such Domestic
Subsidiary guarantees or becomes a borrower in respect of the obligations under the ABL Credit Agreement, any facility evidencing Term Loan/Notes Secured Obligations or any other facility evidencing Second Priority Secured Obligations, notify the
Trustee thereof and promptly cause such Domestic Subsidiary to (i) execute and deliver a supplemental indenture to this Indenture providing for a Note Guarantee by such Domestic Subsidiary, (ii) execute and deliver a supplement or joinder
to the Collateral Documents or new Collateral Documents and the Intercreditor Agreements, if applicable, and (iii) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments,
agreements, and certificates necessary in order to create the Liens intended to be created by the Collateral Documents and to perfect such Liens to the extent required by, and with the priority required by, the Collateral Documents. 

SECTION 3.9. Change of Control. 

(a) If a Change of Control occurs, except as provided in Section 3.9(c) or unless the Issuer exercised its right to
redeem all the outstanding Notes pursuant to Section 5.7, the Issuer will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (in minimum denominations of
$2,000 and integral multiples of $1,000 principal amount in excess thereof) of such Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on
the Notes repurchased, to, but not including, the date of repurchase (the “Change of Control Payment”). Within 30 

  
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days following the date of any Change of Control, or, at the Issuer’s option, prior to any Change of Control but after the public announcement of the Change of Control, the Issuer shall mail
(or in the case of Holders of interests in Global Notes, transmit electronically in accordance with the applicable procedures of DTC) a notice to Holders of Notes (and shall provide a copy of such notice to the Trustee) describing the transaction or
transactions that constitute the Change of Control and offering to repurchase the Notes on the date specified in the notice (the “Change of Control Payment Date”), which date shall be no earlier than 30 days and no later than 60
days from the date such notice is so mailed or transmitted (subject to the next succeeding sentence), pursuant to the procedures required by this Indenture and described in such notice. The notice shall state, if so mailed or transmitted prior to
the date of consummation of the Change of Control, that the offer to repurchase the Notes is conditioned on the Change of Control occurring on or prior to the Change of Control Payment Date specified in the notice; provided, that if a
conditional Change of Control Offer is made, the Change of Control Payment Date may be delayed, in the Issuer’s discretion, until such time as such Change of Control shall have occurred, or if such Change of Control shall not have occurred by
the applicable Change of Control Payment Date (whether the original Change of Control Payment Date or the Change of Control Payment Date so delayed), then such Change of Control Offer may be rescinded by the Issuer. 

(b) The Issuer shall comply with the requirements of Rule 14e-l under the Exchange Act and any other
securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws, rules or
regulations conflict with this Section 3.9, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this
Section 3.9 or the Notes by virtue of such conflicts and compliance with law. 
 (c) On the Change of Control
Payment Date, the Issuer shall, to the extent lawful: 
 (1) accept for purchase all Notes or portions of Notes properly
tendered (and not properly withdrawn) pursuant to the Change of Control Offer (subject to the limitations set forth on minimum denominations and integrals and to the pro ration provisions set forth below); 

(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes
properly tendered (and not properly withdrawn) and accepted for purchase by the Issuer; and 
 (3) deliver or cause to be
delivered to the Trustee (if not previously delivered to the Trustee by the Holders) the Notes accepted for purchase, together with an Officer’s Certificate stating the aggregate principal amount of Notes being purchased by the Issuer. 

(d) The Paying Agent shall promptly mail (or in the case of Holders of interests in Global Notes, transmit electronically in accordance with
the applicable procedures of DTC) to each Holder of Notes properly tendered (and not properly withdrawn) and accepted for purchase by the Issuer, the Change of Control Payment for the Notes, and the Trustee, upon receipt of an authentication order,
shall promptly authenticate and mail to each Holder a new Note (or in the case of interests in Global Notes cause to be transferred by book-entry an interest in the applicable Global Note) equal in principal amount to any unpurchased portion of any
Notes surrendered; provided that each new Note will be in a minimum principal denomination of $2,000 or an integral multiple of $1,000 in excess thereof. 

(e) Notwithstanding anything to the contrary in this Section 3.9, the Issuer shall not be required to make a Change
of Control Offer to repurchase the Notes upon a Change of Control if a third party makes an offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 3.9 and such third
party purchases all Notes properly tendered (and not properly withdrawn) under its offer. 

  
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 SECTION 3.10. Reports. 

(a) To the extent Holdings is required by the rules and regulations of the SEC, so long as any Notes are outstanding, Holdings will furnish to
the Trustee and to the Holders: 
 (1) all quarterly and annual financial information that would be required to be contained
in a filing with the SEC on Forms 10-Q and 10-K if Holdings were required to file such Forms, including a “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” that describes the financial condition and results of operations of Holdings and its consolidated Subsidiaries and, with respect to the annual information only, a report thereon by Holdings’ certified
independent accountants; provided that no information required to be provided pursuant to Rule 3-10 or Rule 3-16 of Regulation
S-X shall be required to be included therein; and 
 (2) all current reports that
would be required to be filed with the SEC on Form 8-K if Holdings were required to file such reports, 
 in each
case, within the time periods required for filing such forms and reports as specified in the SEC’s rules and regulations, including any extension period under Rule 12b-25 under the Exchange Act (and
during any period in which Holdings is not required to file reports with the SEC, within the time periods specified in the SEC’s rules and regulations applicable to a “non-accelerated filer,”
including any extension period under Rule 12b-25 under the Exchange Act). To the extent any such information is not so filed or furnished, as applicable, within the time periods specified above and such
information is subsequently filed or furnished, as applicable, the Issuer will be deemed to have satisfied its obligations with respect thereto at such time and any Default or Event of Default with respect thereto shall be deemed to have been cured.
The filing by Holdings of such information and such reports with the SEC shall satisfy any requirement under this Indenture to furnish such reports to the Trustee and to Holders. In addition, to the extent not satisfied by the foregoing, Holdings
will agree that, for so long as any Notes are outstanding, it will furnish to the Trustee and to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule
144A(d)(4) under the Securities Act. 
 (b) Delivery of reports, information and documents to the Trustee is for informational purposes only
and the Trustee’s receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s, any
Guarantor’s or any other Person’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates delivered pursuant to this Indenture). 

SECTION 3.11. Limitation on Real Estate Subsidiary Guarantor Indebtedness. Holdings shall not permit any Real Estate Subsidiary
Guarantor to create, incur, assume, Guarantee, or otherwise become liable in respect of any Indebtedness, except: 
 (a) (i) ABL Secured
Obligations permitted pursuant to clause (n) of the definition of “Permitted Liens” and any other Indebtedness that would be permitted pursuant to such clause (n) if such other Indebtedness were treated for such purpose as ABL
Secured Obligations (and, in each case, amendments, extensions, renewals, refinancings and replacements, in whole or in part, of any such Indebtedness that do not increase the outstanding principal amount thereof (other than in respect of any
accrued interest, premium, fees, costs or expenses payable in connection with such amendment, extension, renewal, refinancing or replacement)) and Guarantees of such ABL Secured Obligations and any such other Indebtedness; 

(ii) Term Loan/Notes Secured Obligations permitted pursuant to clause (a) of the definition of “Permitted Liens” and any other
Indebtedness that would be permitted pursuant to such clause (a) if such other Indebtedness were treated for such purpose as Term Loan/Notes Secured Obligations (and, in each case, amendments, extensions, renewals, refinancings and
replacements, in whole or in part, of any such Indebtedness that do not increase the outstanding principal amount thereof (other than in respect of any accrued interest, premium, fees, costs or expenses payable in connection with such amendment,
extension, renewal, refinancing or replacement)) and Guarantees of such Term Loan/Notes Secured Obligations and any such other Indebtedness; 

(b) Indebtedness represented by the Note Guarantees in respect of the Notes issued on the Issue Date; 

(c) Indebtedness existing on the Issue Date and amendments, extensions, renewals, refinancings and replacements, in whole or in part, of any
such Indebtedness that do not increase the outstanding principal amount thereof (other than in respect of any accrued interest, premium, fees, costs or expenses payable in connection with such amendment, extension, renewal, refinancing or
replacement) or result in an earlier maturity date or decreased weighted average life thereof; 

  
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 (d) Guarantees of Indebtedness; provided that the Indebtedness so Guaranteed would have
been permitted to be incurred pursuant to this Section 3.11, assuming for purposes of this clause (d) that the Person incurring the Indebtedness so Guaranteed were subject to this Section 3.11; 

(e) Permitted Indebtedness; 

(f) Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets (other than real property or
fixtures constituting Collateral as of the Issue Date or required to become Collateral) or to finance the acquisition of computer hardware or software or other information technology assets, including Capital Lease Obligations and any Indebtedness
assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals, refinancings and replacements of any such Indebtedness that do not increase the
outstanding principal amount thereof (other than in respect of any accrued interest, premium, fees, costs or expenses payable in connection therewith); provided that (i) such Indebtedness is incurred prior to or within 180 days after
such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (f) shall not exceed $650,000,000 at any time outstanding; 

(g) other Indebtedness in an aggregate principal amount not to exceed the sum of (1) an amount at any time outstanding equal to
$500,000,000 (minus the aggregate principal amount of the Notes issued on the Issue Date which remain outstanding at the time of such calculation pursuant to this subclause (1)) plus (2) an unlimited amount, so long as in the case
of this subclause (2), on a pro forma basis (as determined in compliance with the definition of Priority Leverage Ratio), the Priority Leverage Ratio shall not exceed 3.00 to 1.00; 

(h) Indebtedness consisting of letters of credit, guarantees or other credit support provided in respect of trade payables of Holdings, the
Issuer or any Subsidiary, in each case issued for the benefit of any bank, financial institution or other Person that has acquired such trade payables pursuant to “supply chain” or other similar financing for vendors and suppliers of the
Issuer or any of its Subsidiaries, so long as (i) other than in the case of Secured Supply Chain Obligations, such Indebtedness is unsecured, (ii) the terms of such trade payables shall not have been extended in connection with the
Permitted Supply Chain Financing and (iii) such Indebtedness represents amounts not in excess of those which Holdings, the Issuer or any Subsidiary would otherwise have been obligated to pay to its vendor or supplier in respect of the
applicable trade payables (“Permitted Supply Chain Financing”); 
 (i) Indebtedness supported by a letter of credit issued
pursuant to the ABL Credit Agreement, in a principal amount not in excess of the stated amount of such letter of credit; 
 (j) Indebtedness
pursuant to sale and leaseback transactions not prohibited by Section 3.7; 
 (k) unsecured reimbursement obligations in respect of
standby letters of credit issued in the ordinary course of business for the account of Holdings, the Issuer or any other Subsidiary so long as only the Issuer and Holdings are obligated to reimburse the issuer thereof in the case of any drawing;

 (l) Indebtedness owing to the Issuer, Holdings or any other Subsidiary or an Excluded Subsidiary; provided that any Indebtedness
of a Real Estate Subsidiary Guarantor owing to the Issuer or Holdings or any Subsidiary that is not a Real Estate Subsidiary Guarantor or any Excluded Subsidiary shall be subordinated in right of payment to such Real Estate Subsidiary
Guarantor’s obligations under this Indenture; 
 (m) Indebtedness owed to any Person (including obligations in respect of letters of
credit for the benefit of such Person) providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each
case incurred in the ordinary course of business; 

  
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 (n) Indebtedness in respect of non-speculative Swap
Agreements relating to the business or operation of such Real Estate Subsidiary Guarantor; 
 (o) reimbursement obligations incurred in the
ordinary course of business; and 
 (p) other Indebtedness that is unsecured and contractually subordinated in right of payment to the Notes
Obligations of such Real Estate Subsidiary Guarantor. 
 For purposes of this Section 3.11, in the event that any Indebtedness of a
Real Estate Subsidiary Guarantor meets the criteria of more than one of the clauses above, the Issuer, in its sole discretion, will classify, and may reclassify, such Indebtedness and only be required to include the amount and type of such
Indebtedness in one of the above clauses, and the Indebtedness of a Real Estate Subsidiary Guarantor may be divided and classified and reclassified into more than one of the types of Indebtedness of a Real Estate Subsidiary Guarantor described
above. In addition, for purposes of calculating compliance with this Section 3.11, in no event will the amount of any Indebtedness of a Real Estate Subsidiary Guarantor be required to be included more than once despite the fact more than one
Person is or becomes liable with respect to any related Indebtedness (for example, and for the avoidance of doubt, in the case where more than one Real Estate Subsidiary Guarantor incurs Indebtedness or otherwise becomes liable for such
Indebtedness, the amount of such Indebtedness shall only be included once for purposes of such calculations). 
 SECTION 3.12. Statement
by Officers as to Default. The Issuer shall deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any events of which it is aware that would constitute a Default or Event of Default, their status and what
action the Issuer is taking or proposes to take in respect thereof. 
 ARTICLE IV 

CONSOLIDATION, MERGER OR SALE OF ASSETS 

SECTION 4.1. Consolidation, Merger or Sale of Assets. 

(a) The Issuer shall not consolidate with or merge into any other corporation or convey or transfer all or substantially all of its properties
or assets to any Person, unless: 
 (1) the corporation formed by such consolidation or into which the Issuer is merged or
the Person which acquires by conveyance or transfer the Issuer’s properties or assets substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America or any State thereof or the District
of Columbia, and shall expressly assume, by supplemental indenture executed and delivered to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest, if any, on the Notes and the performance or observance of
every covenant of this Indenture on the Issuer’s part to be performed or observed and shall pursuant to supplements to the Collateral Documents take such action as may be required to assume the obligations of the Issuer thereunder and maintain
the perfection of the Liens securing the Second Priority Secured Obligations; 
 (2) immediately after giving effect to such
transaction, no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, shall have happened and be continuing; and 

(3) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, conveyance or transfer and such supplemental indenture comply with this Article IV and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. 

  
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 (b) Unless the Note Guarantee of a Guarantor is permitted to be released under Article X, no
Guarantor shall consolidate with or merge into any other corporation or convey or transfer all or substantially all of its properties or assets to any Person unless: 

(1) the other Person is the Issuer or another Guarantor, or 

(2) (i) either (x) a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person shall be
a corporation, limited liability company or limited partnership organized and existing under the laws of the United States of America or any State thereof or the District of Columbia and expressly assumes all of the obligations of the Guarantor
under its Note Guarantee, this Indenture and the Collateral Documents and shall pursuant to supplements to the Collateral Documents take such action as may be required to assume the obligations of such Guarantor thereunder and maintain the
perfection of the Liens securing the Second Priority Secured Obligations and (ii) immediately after giving effect to the transaction, no Default has occurred and is continuing; or 

(3) the transaction does not violate Section 3.5. 

SECTION 4.2. Successor Corporation Substituted. 

Upon any consolidation or merger, or any conveyance or transfer of all or substantially all of the Issuer’s properties and assets in
accordance with the provisions of Section 4.1, the successor corporation formed by such consolidation or into which the Issuer is merged or to which such conveyance or transfer is made will succeed to, and be substituted
for, the Issuer with the same effect as if the successor corporation had been named as the Issuer, and the predecessor shall be released from all obligations and covenants under this Indenture and the Notes. In the event of any such conveyance or
transfer, the Issuer as the predecessor may be dissolved, wound up and liquidated at any time thereafter. 
 ARTICLE V 

REDEMPTION OF SECURITIES 

SECTION 5.1. Notices and Opinions to Trustee. 

(a) If the Issuer elects to redeem Notes pursuant to the optional redemption provisions of Section 5.7, it must
furnish to the Trustee, at least 30 days but not more than 60 days before a date fixed for redemption (the “Redemption Date”) (or such longer period permitted by Section 5.3(a), an Officer’s
Certificate setting forth: 
 (1) the clause of this Indenture pursuant to which the redemption shall occur; 

(2) the Redemption Date; 

(3) the principal amount of Notes to be redeemed; and 

(4) the redemption price; and 

If the redemption price is not known at the time such notice is to be given, the actual redemption price shall be set forth in an
Officer’s Certificate of the Issuer delivered to the Trustee no later than two (2) Business Days prior to the redemption date. 

SECTION 5.2. Selection of Notes to Be Redeemed or Purchased. If less than all of the Notes are to be redeemed at any time, the Trustee
shall select the Notes for redemption in compliance with the requirements of the principal securities exchange, if any, on which such Notes are listed, as certified to the Trustee by the Issuer, and in compliance with the requirements of DTC, or if
the Notes are not so listed or such exchange prescribes no method of selection and such Notes are not held through DTC or DTC prescribes no method of selection, on a pro rata basis, subject to adjustments so that no Note in an unauthorized
denomination remains outstanding after such redemption; provided, however, that no Note of $2,000 in aggregate principal amount or less shall be redeemed in part. 

  
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 SECTION 5.3. Notice of Redemption. 

(a) At least 30 days but not more than 60 days before a Redemption Date, the Issuer shall send or cause to be sent, by electronic
delivery or by first class mail postage prepaid, a notice of redemption to each Holder (with a copy to the Trustee) whose Notes are to be redeemed at the address of such Holder appearing in the security register or otherwise in accordance with the
procedures of DTC, except that redemption notices may be delivered electronically or mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this
Indenture pursuant to Article VIII or XI. 
 (b) The notice will identify the Notes (including the CUSIP or ISIN number) to be
redeemed and will state: 
 (1) the Redemption Date; 

(2) the redemption price; 

(3) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the
Redemption Date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued upon cancellation of the original Note; 

(4) the name and address of the Paying Agent; 

(5) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price; 

(6) that, unless the Issuer defaults in making such redemption payment, interest on Notes called for redemption ceases to
accrue on and after the Redemption Date; 
 (7) the paragraph of the Notes and/or Section of this Indenture pursuant to which
the Notes called for redemption are being redeemed; 
 (8) that no representation is made as to the correctness or accuracy
of the CUSIP or ISIN number, if any, listed in such notice or printed on the Notes; and 
 (9) any conditions to redemption.

 (c) If any Note is to be redeemed in part only, the notice of redemption that relates to that Note shall state the portion of the
principal amount thereof to be redeemed, in which case a portion of the original Note will be issued in the name of the Holder thereof upon cancellation of the original Note. In the case of a Global Note, an appropriate notation will be made on such
Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any conditions contained therein), Notes called for redemption become due on the
date fixed for redemption. On and after the Redemption Date, unless the Issuer defaults in the payment of the redemption price, interest ceases to accrue on Notes or portions of them called for redemption. 

(d) At the Issuer’s request, the Trustee will give the notice of redemption in the Issuer’s name and at their expense; provided,
however, that the Issuer’s has delivered to the Trustee, at least five (5) Business Days (or such shorter period as may be agreed to by the Trustee) before notice of redemption is required to be sent or caused to be sent to Holders
pursuant to this Section 5.3, an Officer’s Certificate requesting that the Trustee give such notice, which shall include a form of the notice setting forth the information provided in the preceding paragraphs of this
Section 5.3. 
 SECTION 5.4. Effect of Notice of Redemption. Once notice of redemption is sent in
accordance with Section 5.3, Notes called for redemption become irrevocably due and payable on the Redemption Date at the redemption price (subject to any conditions set forth in such notice). Notice of redemption may, at
the Issuer’s option 

  
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and discretion, be subject to the satisfaction of any conditions precedent contained in such notice of redemption. Notice of any redemption of the Notes may be subject to the satisfaction (or
waiver by the Issuer in the Issuer’s discretion) of any conditions precedent to such redemption specified in the applicable notice. If such redemption is subject to satisfaction of one or more conditions precedent, the Redemption Date may be
delayed, in the Issuer’s discretion, until such time as any or all such conditions shall be satisfied (or waived by the Issuer in the Issuer’s discretion), or such redemption may not occur and the notice of redemption may be rescinded in
the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in the Issuer’s discretion) by the applicable Redemption Date (whether the original Redemption Date or the Redemption Date so delayed). 

SECTION 5.5. Deposit of Redemption Price. Prior to 10:00 a.m. (Eastern Time) on the redemption date, the Issuer will deposit with
the Trustee or with the Paying Agent money sufficient to pay the redemption price of and accrued interest if any, on, all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent will promptly return to the Issuer any money
deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the redemption price of, and accrued interest if any, on, all Notes to be redeemed. 

If the Issuer complies with the provisions of the preceding paragraph, on and after the redemption date, interest will cease to accrue on the
Notes or the portions of Notes called for redemption. If a Note is redeemed on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such
Note was registered at the close of business on such record date. If any Note called for redemption is not so paid upon surrender for redemption because of the failure of the Issuer to comply with the preceding paragraph, interest shall be paid on
the unpaid principal, from the redemption date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes. 

SECTION 5.6. Notes Redeemed in Part. Upon surrender of a Note that is redeemed in part, the Issuer will issue and, upon receipt of an
Issuer Order, the Trustee will authenticate for the Holder at the expense of the Issuer a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered; provided, that each such new Note will be in
a minimum principal amount of $2,000 or integral multiple of $1,000 in excess thereof. 
 SECTION 5.7. Optional Redemption. 

(a) At any time, and from time to time, prior to March 15, 2021, the Issuer may redeem the Notes in whole or in part, at its option, at a
redemption price equal to the greater of: 
 (1) 100% of the principal amount of the Notes to be redeemed; and 

(2) the excess of: 

(i) the present value at such redemption date of (i) the redemption price of the Note at March 15, 2021 (such
redemption price being set forth in the table under clause (e) below) plus (ii) all required interest payments due on the Note through March 15, 2021 (excluding interest paid prior to the redemption date and accrued but unpaid
interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over 

(ii) the principal amount of the Note, 

(3) plus, in each case, any accrued and unpaid interest, if any, to, but not including, the date of redemption (subject to the
right of Holders on the relevant record date to receive interest due on the relevant interest payment date). 
 In the event of any
redemption pursuant to this clause (a), the Issuer shall calculate or cause the calculation of the redemption price, and the Trustee shall have no duty to calculate or verify the calculation thereof. 

  
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 (b) At any time prior to March 15, 2021, the Issuer may on one or more occasions redeem up
to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price equal to 108.625% of the principal amount plus accrued and unpaid interest, if any, to, but not including, the date of redemption (subject to the
right of Holders on the relevant record date to receive interest due on the relevant interest payment date) in an amount of up to the amount of net cash proceeds received by or contributed to the Issuer from one or more Equity Offerings; provided
that (1) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (including Additional Notes but excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the
occurrence of such redemption, and (2) notice of such redemption is given within 90 days of the date of the closing of such Equity Offering. The Trustee shall select the Notes to be redeemed in the manner described under Sections 5.1
through 5.6. 
 (c) [Reserved]. 

(d) Except pursuant to paragraphs (a) and (b) of this Section 5.7, the Notes will not be redeemable at the
Issuer’s option prior to March 15, 2021. 
 (e) On or after March 15, 2021, the Issuer may redeem all or a part of the Notes
at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to, but not including, the applicable date of redemption, if redeemed during the twelve-month
period beginning on March 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: 

 

					
	Year	  	Percentage	 
	 2021
	  	 	104.313	% 
	 2022
	  	 	102.156	% 
	 2023 and thereafter
	  	 	100.000	% 

 (g) Unless the Issuer defaults in the payment of the redemption price, on and after the Redemption Date
(whether the original Redemption Date or the Redemption Date so delayed), interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date. 

(h) Any redemption pursuant to this Section 5.7 shall be made pursuant to the provisions of
Sections 5.1 through 5.6. 
 SECTION 5.8. Mandatory Redemption. The Issuer is not required to make
mandatory redemption payments or sinking fund payments with respect to the Notes. 
 ARTICLE VI 

DEFAULTS AND REMEDIES 

SECTION 6.1. Events of Default. 

(a) Each of the following is an “Event of Default”: 

(1) default in any payment of interest on any Note when due and payable, continued for 30 days; 

(2) default in payment of principal of, or premium, if any, on, the Notes at maturity, except any maturity occurring by reason
of a call for redemption; 
 (3) failure to comply for 90 days after written notice by the Trustee or by the Holders of
25% in principal amount of the outstanding Notes with any agreement or obligation for the benefit of the Holders contained in this Indenture or, to the extent such failure to comply affects in any material respect the enforceability, validity,
perfection or priority of the Liens on a material portion of the Collateral, the Collateral Documents; 

  
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 (4) default under any mortgage, indenture or instrument under which there may be
issued or by which there may be secured or evidenced any Indebtedness for money borrowed by Holdings, the Issuer or any of its Significant Subsidiaries (or the payment of which is Guaranteed by Holdings, the Issuer or any of its Significant
Subsidiaries) that is secured by a Lien on any real or personal property or assets of Holdings, the Issuer or any of its Significant Subsidiaries (“Secured Indebtedness”) other than Secured Indebtedness owed to Holdings, the Issuer
or a Subsidiary, whether such Indebtedness or Guarantee now exists, or is created after the date hereof, which default: 

(A) is caused by a failure to pay principal of such Secured Indebtedness, at its stated final maturity (after giving effect to
any applicable grace periods) provided in such Indebtedness (“payment default”); or 
 (B) results in the
acceleration of such Secured Indebtedness prior to its stated final maturity; 
 and, in each case, the principal amount of any such Secured
Indebtedness, together with the principal amount of any other such Secured Indebtedness for which there has been a payment default or the maturity of which has been so accelerated and, in each case, remains unpaid, aggregates $100.0 million or
more; 
 (5) the entry of an order for relief in respect of any petition filed against any of Holdings, the Issuer or a
Significant Subsidiary under any Bankruptcy Code, or the entry of a decree or order by a court having competent jurisdiction in the premises in respect of any petition filed or action taken against Holdings, the Issuer or a Significant Subsidiary
looking to reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any other present or future Federal or State statute, law or regulation, resulting in the appointment of a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of Holdings, the Issuer or a Significant Subsidiary or of any substantial part of its property, or resulting in the winding-up or
liquidation of its affairs, all without the consent or acquiescence of Holdings, the Issuer or a Significant Subsidiary, and the continuance of any such decree or order is unstayed and in effect for a period of 60 consecutive days; 

(6) the filing of a petition for relief under any Bankruptcy Code by any of Holdings, the Issuer or a Significant Subsidiary,
or the consent, acquiescence or taking of any action by any of Holdings, the Issuer or a Significant Subsidiary in support of a petition filed by or against it looking to reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under any other present or future Federal or State statute, law or regulation, or the appointment, with the consent of Holdings, the Issuer or a Significant Subsidiary, of any receiver, liquidator, assignee, trustee,
custodian, sequestrator or other similar official of Holdings, the Issuer or a Significant Subsidiary or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of
its inability to pay its debts generally as they become due, or the taking of corporate action by Holdings, the Issuer or a Significant Subsidiary in furtherance of any such action; 

(7) any Note Guarantee by a Subsidiary Guarantor that is a Significant Subsidiary ceases to be in full force and effect, other
than (A) in accordance with the terms of this Indenture, (B) a Subsidiary Guarantor that is a Significant Subsidiary denies or disaffirms its obligations under its Note Guarantee, other than in accordance with the terms thereof or upon
release of such Note Guarantee in accordance with this Indenture or (C) in connection with any bankruptcy or insolvency case or proceeding in respect of a Subsidiary Guarantor that is a Significant Subsidiary; or 

(8) (i) any Lien purported to be created under any Collateral Document shall cease to be, or shall be asserted by the Issuer or
any Guarantor not to be, a valid and perfected Lien on any Collateral having an aggregate fair value of $100 million or more, with the priority required by the relevant Collateral Document, in each case for any reason other than (A) by
reason of express release pursuant to the terms of this Indenture or the terms of any Collateral Document or (B) as a result of the sale or other disposition of the applicable Collateral to a Person that is not the Issuer or a Guarantor in a
transaction not prohibited under this Indenture, or (ii) the Issuer or any Guarantor shall contest the validity or enforceability of its obligations under any Collateral Document in writing or deny in writing that it has any further liability
under any Collateral Document to which it is a party. 

  
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 (b) Notwithstanding the foregoing, a default under
Section 6.1(a)(3), (4) or (8) will not constitute an Event of Default until the Trustee or the Holders of 25% in principal amount of the outstanding Notes notify the Issuer (with a copy to the Trustee, if
given by the Holders) of the default and, with respect to Section 6.1(a)(3), the Issuer does not cure such default within the time specified in Section 6.1(a)(3) after receipt of such notice. 

SECTION 6.2. Acceleration. 

(a) If an Event of Default (other than an Event of Default described in Section 6.1(a)(5) or (6) with
respect to the Issuer) occurs and is continuing, the Trustee by written notice to the Issuer or the Holders of at least 25% in principal amount of the outstanding Notes by written notice to the Issuer and the Trustee, may declare the principal of,
premium, if any, and accrued and unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal, premium, if any, and accrued and unpaid interest, if any, will be due and payable immediately. 

In the event of a declaration of acceleration of the Notes because an Event of Default described in
Section 6.1(a)(4) has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to
Section 6.1(a)(4) shall be remedied or cured, or waived by the Holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after
the declaration of acceleration with respect thereto and if: 
 (1) the annulment of the acceleration of the Notes would not
conflict with any judgment or decree of a court of competent jurisdiction; and 
 (2) any other existing Events of Default,
except nonpayment of principal, premium, if any, or interest, if any, on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. 

(b) If an Event of Default described in Section 6.1(a)(5) or (6) with respect to the Issuer occurs and
is continuing, the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. 

(c) Any Default or Event of Default for the failure to comply with the time periods prescribed under Section 3.10,
or otherwise to deliver any notice or certificate pursuant to any other provision of this Indenture shall be deemed to be cured upon the filing, furnishing or delivery of any such report or document required by Section 3.10
or such notice or certificate, as applicable, even though such delivery is not within the prescribed period specified herein. 
 SECTION
6.3. Other Remedies. If an Event of Default with respect to the Notes occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders by such appropriate judicial proceedings
as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other
proper contractual remedy under this Indenture. 
 SECTION 6.4. Waiver of Past or Existing Defaults. The Holders of a majority in
aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation, consents obtained in connection with a purchase of, or
tender offer or exchange offer for, Notes), a past or existing Default or Event of Default and its consequences under this Indenture except (i) a Default or Event of Default in the payment of the principal of, or premium, if any, or interest,
if any, on a Note or (ii) a Default or Event of Default in respect of a provision that under Section 9.2 cannot be 

  
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amended without the consent of each Holder affected and (b) rescind any acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any
judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest, if any, that has become due solely because of the acceleration,
(3) to the extent the payment of such interest, if any, is lawful, interest on overdue installments of interest, premium, if any, and overdue principal, if any, on any Note which has become due otherwise than by such declaration of
acceleration, has been paid and (4) the Issuer has paid the Trustee its compensation and reimbursed the Trustee for its reasonable expenses, disbursements and advances. No such rescission shall affect any subsequent Default or amend any right
consequent thereto. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or amend any consequent right. 

SECTION 6.5. Control by Majority. Subject to certain restrictions set forth herein, in the Second Priority Pari Passu Intercreditor
Agreement and in the First/Second Priority Intercreditor Agreement, the Holders of a majority in principal amount of the outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee
pursuant to this Indenture or of exercising any trust or power conferred on the Trustee pursuant to this Indenture. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or the Notes or, subject to
Sections 7.1 and 7.2, that the Trustee determines is unduly prejudicial to the rights of other Holders (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not any actions
are unduly prejudicial to such Holders) or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior
to taking any such action hereunder, the Trustee shall be entitled to indemnification satisfactory to the Trustee against all losses, liabilities and expenses that may be caused by taking or not taking such action. 

SECTION 6.6. Limitation on Suits. Subject to Section 6.7, no Holder may pursue any remedy with respect to
this Indenture or the Notes unless: 
 (1) such Holder has previously given the Trustee written notice that an Event of
Default is continuing; 
 (2) Holders of at least 25% in principal amount of the outstanding Notes have requested in writing
the Trustee to pursue the remedy; 
 (3) such Holders have offered in writing the Trustee security or indemnity satisfactory
to the Trustee against any loss, liability or expense; 
 (4) the Trustee has not complied with such request within
60 days after the receipt of the written request and the offer of security or indemnity; and 
 (5) the Holders of a
majority in principal amount of the outstanding Notes have not given the Trustee a written direction that, in the opinion of the Trustee, is inconsistent with such request within such 60-day period. 

A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder (it
being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders). 

SECTION 6.7. Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture (including, without
limitation, Section 6.6), the contractual right expressly set forth in this Indenture of any Holder to receive payment of principal of, premium, if any, or interest, if any, on the Notes held by such Holder, on or after the
respective due dates expressed or provided for in the Notes, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be amended without the consent of such Holder. 

SECTION 6.8. Collection Suit by Trustee. If an Event of Default specified in Section 6.1(a)(1) or
(2) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuer for the whole amount then due and owing (together with interest on any unpaid interest, if any, to the
extent lawful) and the amounts provided for in Section 7.7. 

  
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 SECTION 6.9. Trustee May File Proofs of Claim. The Trustee may file such proofs of claim
and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the
Holders allowed in any judicial proceedings relative to the Issuer, its Subsidiaries or its or their respective creditors or properties and, unless prohibited by law or applicable regulations, may be entitled and empowered to participate as a member
of any official committee of creditors appointed in such matter and may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is
hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the compensation, expenses,
disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.7. 

No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, compromise, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 

SECTION 6.10. Priorities. 

(a) Subject to the provisions of the Intercreditor Agreements, if the Trustee collects any money or property pursuant to this
Article VI it shall pay out the money or property in the following order: 
 FIRST: to the Trustee
and the Collateral Agent for amounts due to each of them under Section 7.7; 
 SECOND: to Holders
for amounts due and unpaid on the Notes for principal of, or premium, if any, and interest if any, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal of, or premium, if any, and
interest respectively; and 
 THIRD: to the Issuer, or to the extent the Trustee collects any amount for any Guarantor, to
such Guarantor. 
 (b) The Trustee may fix a record date and payment date for any payment to Holders pursuant to this
Section 6.10. At least fifteen (15) days before such record date, the Issuer shall send or cause to be sent to each Holder and the Trustee a notice that states the record date, the payment date and amount to be paid.

 SECTION 6.11. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess
reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This
Section 6.11 does not apply to a suit by the Trustee, a suit by the Issuer, a suit by a Holder pursuant to Section 6.7 or a suit by Holders of more than 10% in outstanding principal amount of the
Notes. 

  
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 ARTICLE VII 

TRUSTEE 
 SECTION 7.1.
Duties of Trustee. 
 (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers
vested in it by this Indenture, and use the same degree of care and skill in its exercise as a prudent Person would exercise or use under the circumstances in the conduct of such person’s own affairs. 

(b) Except during the continuance of an Event of Default: 

(1) the duties of the Trustee will be determined solely by the express provisions of this Indenture and the Trustee need
perform only those duties that are specifically set forth in this Indenture, the Notes, the Collateral Documents and the Intercreditor Agreements and no others, and no implied covenants or obligations shall be read into this Indenture against the
Trustee; and 
 (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical
calculations or other facts stated therein). However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. 

(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act, or its own willful
misconduct, except that: 
 (1) this paragraph does not limit the effect of paragraph (b) of this
Section 7.1; 
 (2) the Trustee shall not be liable for any error of judgment made in good faith by
a Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and 
 (3) the
Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5. 

(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b), (c) and (e) of this Section 7.1. 
 (e) No provision of this Indenture shall
require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request or direction of any Holders of Notes, unless such
Holders have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee shall not be required to give
any bond or surety in respect of the performance of its powers or duties hereunder. The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee. 

(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. 

(g) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 

  
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 SECTION 7.2. Rights of Trustee. Subject to Section 7.1: 

(a) The Trustee may conclusively rely upon any document (whether in original or facsimile form) believed by it to be genuine and to have been
signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document. 
 (b) Notwithstanding
anything to the contrary contained herein (including, without limitation, Sections 12.2(b) and (c)), before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The
Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on any Officer’s Certificate, Opinion of Counsel, resolution of the Board of Directors of the Issuer, or other request, notice or direction delivered
to it pursuant to the terms of this Indenture. The Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance thereon. 
 (c) The Trustee may act through its attorneys and agents and
shall not be responsible for the misconduct or negligence of any agent appointed with due care. 
 (d) The Trustee shall not be liable for
any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers conferred upon it by this Indenture. 

(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer will be sufficient if
signed by an Officer of the Issuer. 
 (f) The Trustee will be under no obligation to exercise any of the rights or powers vested in it by
this Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee an indemnity or security reasonably satisfactory to it against the losses, liabilities and expenses that might be incurred by it in
compliance with such request or direction. 
 (g) Subject to Section 7.1, the rights, privileges, protections,
immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder and each Paying Agent, Registrar or Custodian.

 (h) Subject to Section 7.1, the Trustee shall not be deemed to have knowledge or notice of any Default or Event
of Default unless a Trust Officer of the Trustee has actual knowledge thereof or unless the Issuer or Holders of not less than 25% in aggregate principal amount of the Notes then outstanding notify the Trustee thereof by written notice of such event
sent to the Trustee or the Corporate Trust Office in accordance with Section 13.1, and such notice references the Notes and this Indenture. 

(i) Subject to Section 7.1(a), the Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of Indebtedness or other paper or document, but the Trustee, may, but shall not be
required to, make further inquiry or investigation into such facts or matters as it may see fit. 
 (j) In no event shall the Trustee be
responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of
war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee
shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. 

(k) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the
rights or powers conferred upon it by this Indenture. 

  
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 (l) The Trustee may request that the Issuer deliver an Officer’s Certificate setting forth
the names of individuals and/or titles of officers authorized at such time to furnish the Trustee with Officer’s Certificates, directions, requests, and any other matters or directions pursuant to this Indenture. 

(m) In no event shall the Trustee be responsible or liable for any special, indirect, punitive or consequential loss or damage of any kind
whatsoever (including, but not limited to, loss of profit), irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. 

SECTION 7.3. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes
and may otherwise deal with the JCP Parties or any respective Affiliate of the JCP Parties with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar or Custodian may do the same with like rights and duties. The Trustee
is also subject to Sections 7.10 and 7.11. 
 SECTION 7.4. Trustee’s Disclaimer.
The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuer’s use of the proceeds from the Notes or any money paid to the Issuer
or upon the Issuer’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or
recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. 

SECTION 7.5. Notice of Defaults. If a Default or Event of Default occurs and is continuing and if it is known to a Trust Officer of the
Trustee, the Trustee shall send to Holders a notice of the Default or Event of Default within 90 days after the occurrence of such Default or Event of Default. Except in the case of a Default or Event of Default in payment of principal of (or
premium, if any, on) or interest, if any, on the Notes, the Trustee may withhold such notice if a committee of its Trust Officers in good faith determines that the withholding of such notice is in the interests of the Holders. 

SECTION 7.6. [Reserved]. 

SECTION 7.7. Compensation and Indemnity. 

(a) The Issuer shall pay to the Trustee and Collateral Agent from time to time reasonable compensation for its acceptance of this Indenture
and services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Trustee and Collateral Agent promptly upon request for all reasonable
disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. All amounts set forth in the separate fee letter entered into prior to the date hereof are deemed reasonable. Such expenses will include
the reasonable compensation, disbursements and expenses of the Trustee’s and the Collateral Agent’s agents and counsel. 
 (b) The
Issuer shall indemnify the Trustee and Collateral Agent against any and all losses, damages, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, the
Collateral Documents and the Intercreditor Agreements, including the costs and expenses of enforcing this Indenture against the Issuer (including this Section 7.7) and defending itself against any claim (whether asserted by
any JCP Party, any Holder or any other Person) or liability in connection with the exercise or performance of any of its rights, powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its
negligence or bad faith. The Trustee and Collateral Agent shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Trustee and Collateral Agent to so notify the Issuer will not relieve the Issuer of its
obligations hereunder. The Issuer shall defend the claim and the Trustee and Collateral Agent shall cooperate in the defense. Each of the Trustee and Collateral Agent may have separate counsel and the Issuer shall pay the reasonable fees and
expenses of such counsel. The Issuer need not pay for any settlement made without their consent, which consent will not be unreasonably withheld. 

  
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 (c) When the Trustee incurs expenses or renders services after an Event of Default specified in
Section 6.1(a)(5) or (6) occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any
Bankruptcy Code. 
 (d) The Issuer’s obligations set forth in this Section 7.7 shall survive the satisfaction
and discharge of this Indenture and the earlier resignation or removal of the Trustee hereunder. 
 SECTION 7.8. Replacement of
Trustee. 
 (a) A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the
successor Trustee’s acceptance of appointment as provided in this Section 7.8. 
 (b) The Trustee may resign
in writing at any time and be discharged from the trust hereby created by so notifying the Issuer. The Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the
Issuer in writing. The Issuer may remove the Trustee if: 
 (1) the Trustee fails to comply with
Section 7.10; 
 (2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is
entered with respect to the Trustee under any Bankruptcy Code; 
 (3) a custodian or public officer takes charge of the
Trustee or its property; or 
 (4) the Trustee becomes incapable of acting. 

(c) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuer shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the
Issuer. 
 (d) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring
Trustee, the Issuer, or the Holders of at least 10% in aggregate principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. 

(e) If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with
Section 7.10, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 

(f) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon, the
resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will mail a notice of its succession to Holders.
The retiring Trustee will promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in
Section 7.7. Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the Issuer’s obligations under Section 7.7 will continue for the benefit of the
retiring Trustee. 
 SECTION 7.9. Successor Trustee by Merger. Any Person into which the Trustee or any successor to it in the trusts
created by this Indenture shall be merged or converted, or any Person with which it or any successor to it shall be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Trustee or any such successor to it
shall be a party, or any Person to which the Trustee or any successor to it shall sell or otherwise transfer all or substantially all of the corporate trust business of the Trustee, shall be the successor Trustee under this Indenture without the
execution or filing of any paper or any further act on the part of any of the parties hereto; provided that such Person shall be otherwise qualified and eligible under this Article. In case at the time such successor to the Trustee shall succeed to
the trusts created by this Indenture, any Notes shall have been authenticated but not delivered by the Trustee then in office, any successor to such Trustee may adopt the certificate of authentication


  
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of any predecessor Trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Trustee may authenticate
such Notes either in the name of any predecessor hereunder or in the name of the successor Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture provided that the
certificate of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or authenticate Notes in the name of any predecessor Trustee shall apply only to its
successor or successors by merger, conversion or consolidation. 
 SECTION 7.10. Eligibility; Disqualification. There will at all
times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to
supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $100.0 million as set forth in its most recent published annual report of condition. 

SECTION 7.11. Collateral Documents; Intercreditor Agreements. 

(a) By their acceptance of the Notes, the Holders hereby authorize and direct the Trustee to execute and deliver the Intercreditor Agreements
and any Collateral Document in which the Trustee is named as a party, including any Intercreditor Agreement or Collateral Document executed after the Issue Date, and to appoint the Collateral Agent to act on behalf of the Notes Secured Parties under
the Second Priority Pari Passu Intercreditor Agreement, the Collateral Documents and the other Intercreditor Agreements. It is hereby expressly acknowledged and agreed that, in doing so, the Trustee is (a) expressly authorized to make the
representations attributed to Holders in any such agreements and (b) not responsible for the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. Whether or not so
expressly stated therein, in entering into, or taking (or forbearing from) any action under, the Intercreditor Agreements or any Collateral Document, the Trustee shall have all of the rights, immunities, indemnities and other protections granted to
it under this Indenture (in addition to those that may be granted to it under the terms of such other agreement or agreements). 
 (b)
Whenever the Trustee is required or requested to deliver any direction to the Collateral Agent under the terms of this Indenture, the Second Priority Pari Passu Intercreditor Agreement, any Collateral Document or any other Intercreditor Agreement in
its capacity as Authorized Representative or otherwise, the Trustee shall do so in accordance with the provisions of this Indenture and shall be vested with the rights, privileges and immunities set forth in this Indenture. 

ARTICLE VIII 
 DEFEASANCE AND
DISCHARGE PRIOR TO MATURITY 
 SECTION 8.1. Option to Effect Defeasance. The Issuer may, at its option and at any time,
elect to have either Section 8.2 or 8.3 be applied to all outstanding Notes upon compliance with the conditions set forth in this Article VIII. 

SECTION 8.2. Defeasance and Discharge. The Issuer may elect, at any time, to fully discharge all or any specified portion of the
Issuer’s and the Guarantors’ obligations, and the Issuer will be deemed to have paid and discharged the entire Indebtedness represented by the Notes or, at the Issuer’s option, any specified payment obligation and to have satisfied
all other obligations under the Notes, the Note Guarantees, this Indenture and the Collateral Documents insofar as the Notes are concerned (and all Note Guarantees, and Liens on the Collateral securing the Notes and the Note Guarantees, shall be
released and terminated) (and the Trustee and the Collateral Agent, as applicable, at the expense of the Issuer, shall execute instruments as reasonably requested by the Issuer acknowledging the same) (“Defeasance”), subject to the
following which will survive until otherwise terminated or discharged under this Indenture: 
 (1) the rights of Holders of
outstanding Notes to receive, solely from the trust fund referred to in Section 8.3, payments in respect of all or any defeased portion of the principal of and any premium and/or interest on the Notes when payments are due;


  
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 (2) the Issuer’s obligations under Sections 2.3,
2.4, 2.5, 2.6, 2.7, 2.8, 2.9 and 3.2; 
 (3) the rights, powers, trusts,
duties and immunities of the Trustee hereunder; and 
 (4) this Article VIII. 

Subject to compliance with this Section 8.2, the Issuer may exercise its option under this
Section 8.2 notwithstanding the prior exercise of their option under Section 8.3. 

SECTION 8.3. Conditions to Defeasance. In order to exercise Defeasance under this Section 8.3: 

(1) the Issuer shall have irrevocably deposited or caused or directed to be deposited with the Trustee as trust funds in trust
for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders, (A) money in an amount, or (B) U.S. Government Obligations which through the scheduled payment of
principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient to pay and discharge,
and which shall be applied by the Trustee to pay and discharge, all or any specific portion of the principal of and any premium and interest on the Notes on the respective interest payment date and/or stated maturities, in accordance with the terms
of this Indenture and the Notes; 
 (2) the Issuer shall have advised the Trustee in writing of the payment or payments of
the Notes to which such deposit is to be applied; and 
 (3) such Defeasance shall not result in the trust arising from any
such deposit constituting an investment company within the meaning of the Investment Company Act of 1940 unless such trust shall be registered under the Investment Company Act of 1940 or exempt from registration thereunder. 

Upon compliance with the foregoing, the Trustee shall execute instrument(s) as reasonably requested by the Issuer acknowledging the Defeasance
of all of the Issuer’s and the Guarantors’ obligations under the Notes. Such Defeasance shall be effective on and after the date that the conditions set forth in clauses (1) through (3) above are satisfied. 

SECTION 8.4. Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions. 

The Trustee shall, subject to the provisions of this Indenture, hold in trust any money and U.S. Government Obligations deposited with the
Trustee pursuant to Section 8.3, and any money received by the Trustee as payment of principal or interest in respect of such U.S. Government Obligations, and shall apply all money, in accordance with the provisions of the
Notes and this Indenture, to the payment, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such deposit (including any money to be received by the Trustee as principal or interest in respect of
such U.S. Government Obligations) was made with the Trustee; provided, however, that, if the Trustee shall at any time hold in trust pursuant to this Section 8.4, as a result of a deposit made pursuant to this Article
VIII, any money in excess of the amount required to make the payments to which such deposit (including any money to be received by the Trustee as principal or interest in respect of any U.S. Government Obligations included within such deposit)
was to be applied, the Trustee shall, upon the Issuer’s request, pay to the Issuer such excess money. 
 The Issuer shall pay and
indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or U.S. Government Obligations deposited pursuant to Section 8.3 or the principal and interest received in respect thereof
other than any such tax, fee or other charge which by law is for the account of the Holders of outstanding Notes. 

  
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 SECTION 8.5. Repayment to the Issuer. Any money deposited with the Trustee or any Paying
Agent, or then held by the Issuer, in trust for the payment of the principal of (and premium, if any) or interest on any Note and remaining unclaimed for two years after such principal (and premium, if any) or interest has become due and payable
shall be paid to the Issuer, or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Note will thereafter, as an unsecured general creditor, be permitted to look only to the Issuer for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any
such repayment, may at the expense of the Issuer cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which will not be
less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. 

SECTION 8.6. Reinstatement. If the Trustee or Paying Agent is unable to apply any money in accordance with this Article VIII
with respect to any Notes by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuer’s and the Guarantors’ obligations under this Indenture
and the Notes from which the Issuer and the Guarantors’ have been discharged or released pursuant to Section 8.2 shall be revived and reinstated as though no deposit had occurred pursuant to this Article VIII
with respect to such Notes, until such time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 8.4 with respect to such Notes in accordance with this Article 8; provided,
however, that if the Issuer or any Guarantor makes any payment of principal of, or any premium or interest on, any such Note following the reinstatement of their obligations, the Issuer or such Guarantor shall be subrogated to the rights (if any) of
the Holders of such Notes to receive such payment from the money so held in trust by the Trustee or Paying Agent. 
 ARTICLE IX 

AMENDMENTS 
 SECTION 9.1.
Without Consent of Holders. Notwithstanding Section 9.2 of this Indenture, the Issuer and the Trustee (together with any other party whose consent is required pursuant to the Intercreditor Agreements or the
Collateral Documents) may amend, supplement or otherwise modify the Note Documents without the consent of any Holder (and, upon request from the Issuer, the Trustee shall request that the Collateral Agent enter into any such amendment, supplement or
other modification to the applicable Intercreditor Agreement or Collateral Documents) to: 
 (1) cure any ambiguity,
omission, mistake, defect, error or inconsistency; 
 (2) provide for the assumption by a successor Person of the obligations
of the Issuer or any Guarantor under any Note Document; 
 (3) provide for uncertificated Notes in addition to or in place of
certificated Notes; 
 (4) add to the covenants or provide for a Note Guarantee for the benefit of the Holders or surrender
any right or power conferred upon Holdings, the Issuer or any Subsidiary; 
 (5) make any change that does not adversely
affect in any material respect the rights of any Holder; 
 (6) at the Issuer’s election, comply with any requirement of
the SEC in connection with the qualification of this Indenture under the TIA if such qualification is required; 
 (7) make
such provisions as necessary (as determined in good faith by the Issuer) for the issuance of Additional Notes; 
 (8) provide
for any Subsidiary of Holdings or any other Person to provide a Note Guarantee, to add Note Guarantees with respect to the Notes, to add security to or for the benefit of the Notes, or to confirm and evidence the release, termination, discharge or
retaking of any Guarantee or Lien with respect to or securing the Notes when such release, termination, discharge or retaking is provided for under this Indenture, the Collateral Documents and/or the Intercreditor Agreements, as applicable; 

  
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 (9) evidence and provide for the acceptance and appointment under this Indenture
of a successor Trustee or Collateral Agent pursuant to the requirements hereof or to provide for the accession by the Trustee or the Collateral Agent to any Note Document or evidence and provide for the acceptance and appointment under any
Intercreditor Agreement or Collateral Document of a successor party thereto pursuant to the requirements thereof; 
 (10)
make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including to facilitate the issuance and administration of Notes; provided, however, that
(i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any other applicable securities law and (ii) such amendment does not adversely affect the rights of Holders
to transfer Notes in any material respect; 
 (11) mortgage, pledge, hypothecate or grant any other Lien in favor of the
Collateral Agent for its benefit and the benefit of the Trustee, the Holders of the Notes and the holders of any other Second Priority Secured Obligations, as additional security for the payment and performance of all or any portion of the Second
Priority Secured Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to
this Indenture, any of the Intercreditor Agreements, the Collateral Documents or otherwise; 
 (12) provide for the release
of Collateral from the Lien, or the subordination of such Lien, pursuant to this Indenture, the Collateral Documents and the Intercreditor Agreements when permitted or required by the Collateral Documents, this Indenture and/or the Intercreditor
Agreements; 
 (13) (i) secure any Future Second Priority Indebtedness or Term Loan/Notes Secured Obligations to the extent
permitted under this Indenture, the Collateral Documents and the Intercreditor Agreements, (ii) include any ABL Secured Obligations, Second Priority Secured Obligations, Junior Priority Secured Obligations or Term Loan/Notes Secured Obligations
in any Intercreditor Agreement, (iii) join any party to any Intercreditor Agreement to the extent permitted or required by the terms thereof or by the terms of this Indenture or any other Second Priority Document or (iv) supplement any
schedules to any Collateral Document to the extent permitted or required by the terms thereof or by the terms of this Indenture or any other Second Priority Document; 

(14) comply with the rules of any applicable securities depositary; or 

(15) conform the text of this Indenture, any Note Guarantee, the Notes or any other Note Document to any provision of the
“Description of Notes” section of the Offering Memorandum. 
 SECTION 9.2. With Consent of Holders. 

(a) Except as provided in Section 9.1 and in Section 9.2(b), the Issuer and the Trustee
may amend, supplement or otherwise modify the Note Documents (and, in the case of any Collateral Document or Intercreditor Agreement, upon a written request from the Issuer, the Trustee shall request that the Collateral Agent enter into any such
amendment, supplement or other modification), with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding and issued under this Indenture (including consents obtained in connection with a purchase of, or
tender offer or exchange offer for, such Notes) (in addition to any other consents required under the terms of the Intercreditor Agreements or the Collateral Documents from the parties thereto), and any Default or Event of Default thereunder or
compliance with any provision of the Note Documents may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender
offer or exchange offer for, such Notes). 

  
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 (b) Without the consent of each Holder of Notes affected, an amendment, supplement or waiver may
not, with respect to any Notes held by a non-consenting Holder: 
 (1) reduce the
principal amount of such Notes whose Holders must consent to an amendment; 
 (2) reduce the stated rate of or extend the
stated time for payment of interest on any such Note; 
 (3) amend, change or modify in any material respect the obligation
of the Issuer to make and consummate a Change of Control Offer after the occurrence of a Change of Control; 
 (4) reduce the
principal of or extend the Stated Maturity of any such Note; 
 (5) reduce the premium payable upon the redemption of any
such Note or change the time at which any such Note may be redeemed to an earlier time, in each case as set forth in Section 5.7; 

(6) make any such Note payable in currency other than that stated in such Note; 

(7) make any change in the contractual right expressly set forth in this Indenture of any Holder to receive payment of
principal of and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any such payment on or with respect to such Holder’s Notes; 

(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium, if any, or interest (except
pursuant to a rescission of acceleration of the Notes by the Holders of a majority in aggregate principal amount of such Notes and a waiver of the payment default that resulted from such acceleration); or 

(9) make any change in the amendment or waiver provisions which require the Holders’ consent described in clauses (1)
– (8) above. 
 In addition, without the consent of the Holders of at least two-thirds in
aggregate principal amount of the Notes then outstanding, no amendment or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Collateral Documents with respect to the Notes (other than in accordance
with the terms of the Collateral Documents and Intercreditor Agreements as in effect on the Issue Date or as otherwise provided in Section 12.2). 

It shall not be necessary for the consent of the Holders under this Indenture to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment, supplement or waiver under this Indenture by any Holder of the Notes given in connection with a tender or exchange of such
Holder’s Notes will not be rendered invalid by such tender or exchange. 
 SECTION 9.3. [Reserved]. 

SECTION 9.4. Revocation and Effect of Consents and Waivers. Until an amendment, supplement or waiver becomes effective, a consent to it
by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent or waiver is not made
on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent or waiver as to such Holder’s Note or portion of its Note if the Trustee receives written notice of revocation before the date the amendment,
supplement or waiver becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder. 

  
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 The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining
the Holders entitled to give their consent or take any other action described in this Section 9.4 or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the
immediately preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such
action, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date. 

SECTION 9.5. Notation on or Exchange of Notes. The Trustee may place an appropriate notation about an amendment, supplement or waiver
on any Note thereafter authenticated. The Issuer in exchange for all Notes may issue and the Trustee shall, upon receipt of an Issuer Order, authenticate new Notes that reflect the amendment, supplement or waiver. Failure to make the appropriate
notation or issue a new Note will not affect the validity and effect of such amendment, supplement or waiver. 
 SECTION 9.6. Trustee to
Sign Amendments. Upon the request of the Issuer, and upon the filing with the Trustee of evidence of the consent of the required Holders of Notes as aforesaid in Section 9.2, if such consent of the Holders of Notes is required, and upon
receipt by the Trustee of the documents described in this Section 9.6 and Section 13.3, the Trustee shall join (or, if applicable and requested in writing by the Issuer in the case of any
amendment, supplement or other modification to any Intercreditor Agreement or Collateral Document, request that the Collateral Agent join) with the Issuer and the Guarantors, if applicable, in the execution of any amended or supplemental indenture
or amendment, supplement or other modification to any Note Document unless such amended or supplemental indenture or amendment or supplement to any Note Document adversely affects the Trustee’s own rights, duties or immunities under any Note
Document or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture or amendment, supplement or other modification to any Note Document. After an amendment or
supplement under Section 9.1 or 9.2, as applicable, becomes effective, the Issuer shall mail to Holders a notice briefly describing such amendment or supplement. The failure to give such notice to all Holders, or any
defect therein, shall not impair or affect the validity of an amendment or supplement under Section 9.1 or 9.2, as applicable. In executing any amended or supplemental indenture, the Trustee shall receive and
(subject to Sections 7.1 and 7.2) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 13.3, an Officer’s Certificate and an Opinion
of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and is valid, binding and enforceable against the Issuer or any Guarantor, as the case may be, in accordance with its terms.
In requesting that the Collateral Agent join in executing any amendment or supplement to any Note Document, the Trustee shall receive and (subject to Sections 7.1 and 7.2) shall be fully protected in conclusively
relying upon, such certificates as are required by Section 2.04 of the Second Priority Pari Passu Intercreditor Agreement. 
 ARTICLE X

 GUARANTEE 
 SECTION
10.1. Guarantee. Subject to the provisions of this Article X, each Guarantor hereby fully, unconditionally and irrevocably guarantees (the “Note Guarantees”), as primary obligor and not merely as
surety, jointly and severally with each other Guarantor, to each Holder of the Notes, the Trustee and the Collateral Agent the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of,
premium, if any, and interest on the Notes, fees, expenses, indemnities and all other Obligations and liabilities of the Issuer under this Indenture (including without limitation interest accruing after the filing of any petition or application in
bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Issuer or any Guarantor whether or not a claim for post-filing or
post-petition interest is allowed in such proceeding and the obligations under Section 7.7) (all the foregoing being hereinafter collectively called the “Guaranteed
Obligations”). 
 To evidence its Note Guarantee set forth in this Section 10.1, each Guarantor hereby
agrees that this Indenture shall be executed on behalf of such Guarantor by an Officer of such Guarantor. 
 Each Guarantor hereby agrees
that its Note Guarantee set forth in this Section 10.1 shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. 

  
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 If an Officer whose signature is on this Indenture no longer holds that office at the time the
Trustee authenticates the Note, the Note Guarantee shall be valid nevertheless. 
 Each Guarantor further agrees (to the extent permitted by
law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article X notwithstanding any extension or renewal of
any Guaranteed Obligation. 
 Each Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the
Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. 

Each Guarantor further agrees that its Note Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection)
and waives any right to require that any resort be had by any Holder to any security held for payment of the Guaranteed Obligations. 

Except as set forth in Section 10.2, the obligations of each Guarantor hereunder shall not be subject to any
reduction, limitation, impairment or termination for any reason (other than payment of the Guaranteed Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of
setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the Guaranteed Obligations of
each Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any other person under this Indenture, the
Notes or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) subject to Section 9.2, any rescission, waiver, amendment or modification of any of the terms or provisions of this
Indenture, the Notes or any other agreement; (d) subject to Section 10.2(b), the release of any security held by any Holder for the Guaranteed Obligations; (e) the failure of any Holder to exercise any right or
remedy against any other Guarantor; (f) any change in the ownership of the Issuer; (g) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations; or (h) any other act or thing or omission or
delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity. 

Each Guarantor agrees that its Note Guarantee herein shall remain in full force and effect until payment in full of all the Guaranteed
Obligations or such Guarantor is released from its Note Guarantee in compliance with Section 10.2, Article VIII or Article XI. Each Guarantor further agrees that its Note
Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of, premium, if any, or interest, if any, on any of the Guaranteed Obligations is rescinded or must
otherwise be restored by any Holder upon the bankruptcy, insolvency or reorganization of the Issuer or otherwise. 
 In furtherance of the
foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Guaranteed Obligations when and as the same shall become due,
whether at maturity, by acceleration, by redemption or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Trustee on behalf of itself, the Holders
and the Collateral Agent an amount equal to the sum of (i) the unpaid amount of such Guaranteed Obligations then due and owing and (ii) accrued and unpaid interest, if any, on such Guaranteed Obligations then due and owing (but only to the
extent not prohibited by law) (including interest accruing after the filing of any petition or application in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to the Issuer or any Guarantor whether or not
a claim for post-filing or post-petition interest is allowed in such proceeding). 

Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of
the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the
Guaranteed Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guaranteed Obligations, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the
Guarantor for the purposes of the Note Guarantee. 

  
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 Each Guarantor also agrees to pay any and all fees, costs and expenses (including attorneys’
fees and expenses) incurred by the Trustee, the Collateral Agent or the Holders in enforcing any rights under this Section 10.1. 

SECTION 10.2. Limitation on Liability; Termination, Release and Discharge. 

(a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor under its Note Guarantee will
be limited to the maximum amount that would, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of
the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, not render the obligations of such Guarantor under its Note Guarantee subject to avoidance under applicable law as a
fraudulent conveyance, fraudulent transfer or unjust preference, including provisions of the Bankruptcy Code. 
 (b) Any Note Guarantee of a
Subsidiary Guarantor shall be automatically and unconditionally released and discharged: 
 (1) upon the consummation of any
transaction not prohibited by this Indenture (including by way of sale, disposition or other transfer of Equity Interests of such Subsidiary Guarantor or merger, consolidation, liquidation or dissolution) that results in such Subsidiary Guarantor
ceasing to be a Subsidiary of Holdings; 
 (2) except for a Subsidiary that continues to Guarantee any other then outstanding
Series of Second Priority Secured Obligations or any then outstanding Term Loan/Notes Secured Obligations, in connection with any sale, disposition or other transfer of all or substantially all of the assets of such Subsidiary Guarantor (including
by way of merger or consolidation), if the sale, disposition or other transfer is made in compliance with this Indenture; 

(3) upon the release of the Guarantee by such Subsidiary of each other then outstanding Series of Second Priority Secured
Obligations and each then outstanding Series of Term Loan/Notes Secured Obligations of that Subsidiary Guarantor (other than in connection with a repayment in full of such other Series of Second Priority Secured Obligations or such Series of Term
Loan/Notes Secured Obligations); 
 (4) upon payment in full of the principal of, and accrued and unpaid interest and
premium, if any, on, the Notes; and 
 (5) except for a Subsidiary that continues to Guarantee any other then outstanding
Series of Second Priority Secured Obligations or any then outstanding Series of Term Loan/Notes Secured Obligations, if such Subsidiary Guarantor becomes an Excluded Subsidiary. 

In addition to the foregoing, the Note Guarantees of all Guarantors will be released upon a Defeasance of this Indenture in accordance with
Article VIII or Satisfaction and Discharge of this Indenture in accordance with Article XI. 
 SECTION 10.3. Right of
Contribution. Each Guarantor hereby agrees that to the extent that any Guarantor shall have paid more than its proportionate share of any payment made on the obligations under its Note Guarantee, such Guarantor shall be entitled to seek and
receive contribution from and against the Issuer or any other Guarantor who has not paid its proportionate share of such payment. The provisions of this Section 10.3 shall in no respect limit the obligations and liabilities
of each Guarantor to the Trustee and the Holders and each Guarantor shall remain liable to the Trustee and the Holders for the full amount guaranteed by such Guarantor hereunder. 

SECTION 10.4. No Subrogation. Notwithstanding any payment or payments made by each Guarantor hereunder, no Guarantor shall be entitled
to be subrogated to any of the rights of the Trustee or any Holder against the Issuer or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guaranteed Obligations,
nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer or any other Guarantor in respect of payments made by such Guarantor 

  
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hereunder, until all amounts owing to the Trustee and the Holders by the Issuer on account of the Guaranteed Obligations are paid in full. If any amount shall be paid to any Guarantor on account
of such subrogation rights at any time when all of the Guaranteed Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Guarantor, and
shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Trustee, if required), to be applied against the Guaranteed Obligations. 

ARTICLE XI 
 SATISFACTION AND
DISCHARGE 
 SECTION 11.1. Satisfaction and Discharge. This Indenture (including the Notes and the Note Guarantees) will cease to
be of further effect as to the Notes (this being referred to herein as “Satisfaction and Discharge”) (except as to any surviving rights of registration of transfer of Notes expressly provided for in this Indenture and any rights to
receive payments of interest on the Notes and rights of the Trustee to compensation, reimbursement and indemnification and the Issuer’s obligations with respect thereto expressly provided for herein) and all Note Guarantees, and all Liens on
the Collateral securing the Notes and the Note Guarantees, will be released and terminated, and the Trustee, on demand of and at the Issuer’s expense, will execute instruments as reasonably requested by the Issuer acknowledging Satisfaction and
Discharge, when: 
 (a) either: 

(1) all Notes that have been authenticated and delivered (other than (A) Notes which have been destroyed, lost or stolen
and which have been replaced or paid and (B) Notes for whose payment money has been either deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust or paid to any State
or the District of Columbia pursuant to its unclaimed property or similar laws) have been delivered to the Trustee for cancellation; or 

(2) all Notes that have not been so delivered to the Trustee for cancellation (A) have become due and payable,
(B) will become due and payable at their Stated Maturity within one year or (C) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of the notice of redemption by the
Trustee in the name, and at the expense, of the Issuer, and the Issuer has deposited or caused or directed to be deposited with the Trustee, as trust funds in trust for this purpose, (i) money in an amount, or (ii) U.S. Government
Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (iii) a combination
thereof, in each case sufficient to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the entire Indebtedness on the Notes not delivered to the Trustee for cancellation, for principal, premium, if any, and accrued
and unpaid interest, if any, to, but not including, the date of such deposit (in the case of Notes that have become due and payable) or maturity or redemption, as the case may be; 

(b) the Issuer has paid or caused to be paid all other sums payable by the Issuer under this Indenture; and; 

(c) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each stating that all
conditions precedent in this Indenture relating to the Satisfaction and Discharge have been complied with. 
 Upon compliance with the
foregoing, the Trustee shall execute such instrument(s) as reasonably requested by the Issuer acknowledging the Satisfaction and Discharge of all of the Issuer’s and the Guarantors’ obligations under the Notes, subject to such provisions
that shall survive pursuant to the terms of this Indenture. 

  
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 Notwithstanding the Satisfaction and Discharge, the obligations of the Issuer and the Guarantors
to the Trustee and, if money has been deposited with the Trustee pursuant to Section 11.1(a)(2), the obligations of the Trustee under Section 8.5, this Section 11.1 and
Section 11.2 shall survive. 
 SECTION 11.2. Application of Trust Money. Subject to the provisions of
Section 8.5, all money deposited with the Trustee pursuant to Section 11.1 shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the
payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal, premium, if any, and interest for the payment of which such
money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law. 

If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with
Section 11.1 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s and the
Guarantors’ obligations under this Indenture, the Notes and the Note Guarantees shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.1 until such time as the Trustee or Paying Agent
is permitted to apply all such money or U.S. Government Obligations in accordance with Section 11.1; provided that if the Issuer has made any payment of principal of, premium, if any, or interest on, any Notes
because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent. 

ARTICLE XII 
 COLLATERAL

 SECTION 12.1. Collateral Documents. The Trustee and the Issuer hereby acknowledge and agree that the Collateral Agent holds
the Collateral in trust for the benefit of the Second Priority Secured Parties and pursuant to the terms of the Collateral Documents and the Intercreditor Agreements. Each Holder, by accepting a Note, (i) consents and agrees to the terms of the
Collateral Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their terms
and this Indenture and the Intercreditor Agreements, (ii) consents to the priority of Liens and payments provided for in the Intercreditor Agreements, (iii) agrees that it will be bound by and will take no actions contrary to the
provisions of the Intercreditor Agreements, (iv) authorizes and directs the Trustee (in the case of the applicable Intercreditor Agreements) and the Collateral Agent to enter into the Collateral Documents and the Intercreditor Agreements on
behalf of such Holder and to bind such Holder thereby and to perform its respective obligations and exercise its rights thereunder in accordance therewith, and (v) authorizes the release or subordination of any Lien granted under any Collateral
Document pursuant to Section 12.2 below and the terms of the Collateral Documents and the Intercreditor Agreements, and directs the Trustee (and directs the Trustee to direct the Collateral Agent) to execute and deliver or
authorize the filing of any documents or instruments necessary or requested to effectuate or evidence such release or subordination. The Issuer and the Guarantors shall take any and all actions and make all filings (including the filing of UCC
financing statements, continuation statements and amendments thereto) required under the Collateral Documents to create and maintain, as security for the Notes Obligations and the other Second Priority Secured Obligations, a valid and enforceable
perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Intercreditor Agreements and the Collateral Documents), in favor of the Collateral Agent for the benefit of the Notes Secured Parties and the other
Second Priority Secured Parties. In the event of any conflict between the terms of the Intercreditor Agreements and this Indenture or any of the other Note Documents, the provisions of the Intercreditor Agreements shall govern and control. 

SECTION 12.2. Release or Subordination of Liens on the Collateral. 

(a) Subject to Section 12.2(c), the Liens securing the Notes Obligations will be automatically released, and, if
requested by the Issuer (at any time that the Trustee is the Applicable Authorized Representative or otherwise), the Trustee (subject to its receipt of an Officer’s Certificate as provided below) shall instruct the Collateral Agent to execute
and deliver or otherwise authorize the filing of such documents or instruments as the Issuer shall reasonably request to effectuate or evidence such release (and in the case of clause (v) below, such subdivision), the same at the Issuer’s
sole cost and expense, under one or more of the following circumstances: 
 (i) in whole upon the Defeasance of this
Indenture as set forth under Article VIII or upon Satisfaction and Discharge of this Indenture as set forth under Article XI; 

  
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 (ii) in whole or in part as provided in the Intercreditor Agreements; 

(iii) in whole or in part, with the consent of the requisite Holders of the Notes in accordance with the provisions under
Section 9.2; 
 (iv) as to any asset constituting Collateral that is sold or otherwise disposed of
or transferred by the Issuer or any of the Guarantors to any Person that is not the Issuer or a Guarantor in a transaction not prohibited by this Indenture (to the extent of the interest sold or disposed of or transferred); 

(v) as to any asset constituting Collateral, upon the release of all Liens on such Collateral securing each other then
outstanding Series of Second Priority Secured Obligations and each then outstanding Series of Term Loan/Notes Secured Obligations (other than in connection with a repayment in full of another Series of Second Priority Secured Obligations or a Series
of Term Loan/Notes Secured Obligations); and 
 (vi) as to any asset constituting Collateral that becomes an Excluded Asset
pursuant to a transaction not prohibited by this Indenture. 
 (b) Subject to Section 12.2(c), the Liens securing
the Notes Obligations may be subordinated, and, if requested by the Issuer (at any time that the Trustee is the Applicable Authorized Representative or otherwise), the Trustee (subject to its receipt of an Officer’s Certificate as provided
below) shall instruct the Collateral Agent to execute and deliver or otherwise authorize the filing of such documents or instruments as the Issuer shall reasonably request to effectuate or evidence such subordination, the same at the Issuer’s
sole cost and expense, on any property subject or to be subject to a Lien securing Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness
assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, in each case to the extent that such Liens are Permitted Liens. 

(c) Except with respect to a release of Collateral pursuant to subclause (ii) or (v) of clause (a) above, which shall occur as
provided in the Intercreditor Agreements, the Collateral Agent shall release or subordinate its Lien on Collateral pursuant to the other subclauses of clause (a) or pursuant to clause (b) above upon receipt of an Officer’s Certificate
of the Issuer certifying that such release of or subordination of its Lien on Collateral is in accordance with the terms of this Indenture, and the Trustee (subject to its receipt of an Officer’s Certificate), if requested by the Issuer (at any
time that the Trustee is the Applicable Authorized Representative or otherwise), shall instruct the Collateral Agent to release or subordinate its Lien on Collateral as set forth above. 

(d) The documents and instruments requested to effectuate or evidence any release, subordination or subdivision referred to in clauses (a),
(b) and (c) above may take the form of amendments and restatements of, or other amendments or modifications to, one or more of the Collateral Documents solely to give effect to the foregoing, which amendments, restatements or other
modifications shall not require the consent of any Holder pursuant to clause (12) of Section 9.1. 
 ARTICLE
XIII 
 MISCELLANEOUS 

SECTION 13.1. Notices. Any notice or communication to the JCP Parties or the Trustee shall be sufficiently given if written and
(a) delivered in person or (b) mailed by first class mail (certified or registered, return receipt requested) or (c) sent by facsimile transmission or (d) sent by overnight air courier guaranteeing
next-day delivery, or (e) sent by electronic transmission, in each case addressed as follows: 

  
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 if to the JCP Parties: 

J. C. Penney Corporation, Inc. 

6501 Legacy Drive 
 Plano, Texas
75024 
 Attention: Trent Kruse 

Facsimile No.: (972) 531-2488 

Email: twkruse@jcp.com 
 in each
case, with a copy to: 
 Skadden, Arps, Slate, Meagher & Flom LLP 

300 South Grand Avenue 
 Suite
3400 
 Los Angeles, California 90024 

Attention: Gregg Noel 
 Facsimile
No.: (213) 621-5234 
 Email: gregg.noel@skadden.com 

if to the Trustee, at its Corporate Trust Office, which Corporate Trust Office for purposes of this 

Indenture is at the date hereof located at: 

Wilmington Trust, National Association 

50 South Sixth Street 
 Suite 1290

 Minneapolis, Minnesota 55402 

Attention: J. C. Penney Notes Administrator 

Facsimile No.: (612) 217-5651 

Email: hfield@wilmingtontrust.com 

The JCP Parties or the Trustee, by notice to the others, may designate additional or different addresses and/or facsimile numbers for
subsequent notices or communications. 
 All notices and communications (other than those sent to Holders) will be deemed to have been duly
given: at the time delivered by hand, if personally delivered; three Business Days after being deposited in the mail, postage prepaid, if mailed by first class mail (certified or registered, return receipt requested); upon acknowledgment of receipt,
if transmitted by facsimile; the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next-day delivery; and at the time delivered if sent by electronic
transmission. 
 Any notice or communication to a Holder shall be mailed by first class mail, certified or registered, return receipt
requested, or sent by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar or, with respect to Global Notes, to the extent permitted or required by the applicable procedures of DTC, sent
electronically. Failure to deliver, mail, transmit or send a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders. 

If a notice or communication is delivered, mailed, transmitted or sent in the manner provided above within the time prescribed, it is duly
given, whether or not the addressee receives it. 
 If the JCP Parties mail or send a notice or communication to Holders, they will mail or
send a copy to the Trustee and each Agent at the same time. 
 Where this Indenture provides for notice in any manner, such notice may be
waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a
condition precedent to the validity of any action taken in reliance on such waiver. 

  
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 In case it shall be impracticable to give notice in the manner provided above, including by
reason of a suspension of regular mail service, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. 

SECTION 13.2. [Reserved]. 

SECTION 13.3. Certificate and Opinion as to Conditions Precedent. 

Upon any request or application by the Issuer or any of the Guarantors to the Trustee to take or refrain from taking any action under this
Indenture or the Notes (except any request pursuant to Section 12.2(c), which requirements are set forth therein), the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee: 

(1) an Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the
statements set forth in Section 13.4) stating that, in the opinion of the signatory thereto, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied
or complied with, as applicable; and 
 (2) an Opinion of Counsel in form and substance reasonably satisfactory to the
Trustee (which shall include the statements set forth in Section 13.4) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied or complied with, as applicable. 

SECTION 13.4. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture shall include: 
 (1) a statement that each person signing such certificate or
opinion has read such covenant or condition and the definitions relating thereto; 
 (2) a brief statement as to the nature
and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; 

(3) a statement that, in the opinion of each such person, he or she has made such examination or investigation as is necessary
to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied or complied with, as applicable; and 

(4) a statement as to whether or not, in the opinion of each such person, such covenant or condition has been satisfied or
complied with, as applicable. 
 In giving such Opinion of Counsel, counsel may rely as to factual matters on an Officer’s Certificate
or on certificates of public officials. 
 SECTION 13.5. When Notes Disregarded. In determining whether the Holders of the required
aggregate principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer, any Guarantor or any Affiliate of them shall be disregarded and deemed not to be outstanding, except that, for the purpose of
determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which a Trust Officer of the Trustee actually knows are so owned shall be so disregarded. Also, subject to the foregoing, only Notes
outstanding at the time shall be considered in any such determination. 
 SECTION 13.6. Rules by Trustee, Paying Agent and Registrar.
The Trustee may make reasonable rules for action by, or at meetings of, Holders. The Registrar and the Paying Agent may make reasonable rules and set reasonable requirements for their functions. 

  
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 SECTION 13.7. Legal Holidays. A “Legal Holiday” is a Saturday, a Sunday
or other day on which commercial banking institutions are authorized or required to be closed in New York, New York or the state of the place of payment. If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is
not a Legal Holiday, and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be affected. 

SECTION 13.8. Governing Law. THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK. 
 SECTION 13.9. Jurisdiction. The Issuer and the Guarantors agree that any suit, action or
proceeding against the Issuer or any Guarantor brought by any Holder or the Trustee arising out of or based upon this Indenture, the Note Guarantee or the Notes may be instituted in any state or Federal court in the Borough of Manhattan, New York,
New York, and any appellate court from any thereof, and each of them irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Issuer and the Guarantors
irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be brought in connection with this Indenture, the Note Guarantee or the Notes, including such actions, suits or proceedings relating
to securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The
Issuer and the Guarantors agree that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer or the Guarantors, as the case may be, and may be enforced in any court to the
jurisdiction of which the Issuer or the Guarantors, as the case may be, are subject by a suit upon such judgment. 
 SECTION 13.10.
Waivers of Jury Trial. EACH OF THE ISSUER, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE NOTE GUARANTEES AND FOR ANY COUNTERCLAIM THEREIN. 
 SECTION
13.11. USA PATRIOT Act. The parties hereto acknowledge that in accordance with Section 326 of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the
“USA PATRIOT Act”), the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal
entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as each may request in order for the Trustee to satisfy the requirements of the
USA PATRIOT Act. 
 SECTION 13.12. No Recourse Against Others. No director, officer, manager, employee, incorporator or direct or
indirect partner, member or stockholder, past, present or future, of the Issuer, any Guarantor or any successor entity of any of them, as such, will have any liability for any of the obligations of the Issuer or any Guarantor under the Notes or this
Indenture or any other Note Document or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release may not be effective
to waive liabilities under the federal securities laws. 
 SECTION 13.13. Successors. All agreements of the Issuer and each Guarantor
in this Indenture and the Notes shall bind their respective successors. All agreements of the Trustee in this Indenture shall bind its successors. 

SECTION 13.14. Multiple Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original,
but all of them together represent the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile, pdf or other electronic transmission shall constitute effective execution and delivery of this Indenture as to
the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile, pdf or other electronic means shall be deemed to be their original signatures for all purposes. 

  
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 SECTION 13.15. Table of Contents; Headings. The table of contents, cross-reference table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or
restrict any of the terms or provisions hereof. 
 SECTION 13.16. Force Majeure. In no event shall the Trustee or Collateral Agent be
responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of
war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, it being understood that the Trustee
and Collateral Agent shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. 

SECTION 13.17. Severability. In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 [signatures on
following pages] 

  
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 IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed all as of the date
and year first written above. 
  

			
	J. C. PENNEY CORPORATION, INC.
		
	By:	 	/s/ Trent Kruse
		 	Name: Trent Kruse
		 	 Title: Vice President, Treasury and Investor

  Relations



  

			
	J. C. PENNEY COMPANY, INC.
		
	By:	 	/s/ Jeffrey Davis
		 	Name: Jeffrey Davis
		 	 Title: Executive Vice President and Chief

  Financial Officer



  

			
	JCP REAL ESTATE HOLDINGS, INC.
		
	By:	 	/s/ Gary Piper
		 	Name: Gary Piper
		 	Title: Treasurer


  

			
	J. C. PENNEY PROPERTIES, INC.
		
	By:	 	/s/ Gary Piper
		 	Name: Gary Piper
		 	Title: Treasurer


  

			
	J. C. PENNEY PURCHASING CORPORATION
		
	By:	 	/s/ Gary Piper
		 	Name: Gary Piper
		 	Title: Treasurer


 [Signature Page to the Indenture] 







 
			
	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
		
	By:	 	/s/ Hallie E. Field
		 	Name: Hallie E. Field
		 	Title: Assistant Vice President


 [Signature Page to the Indenture] 







 EXHIBIT A 

[FORM OF FACE OF GLOBAL RESTRICTED NOTE] 

[Applicable Restricted Notes Legend] 

[Depository Legend, if applicable] 
  

	 No. [         ] 
	Principal Amount $[             ] [as revised by the Schedule of Increases and Decreases in Global Note attached hereto]1


 CUSIP NO.
                                        
                 
 J. C. PENNEY CORPORATION, INC. 

J. C. Penney Corporation, Inc., a Delaware corporation, promises to pay to [Cede & Co.], or its registered assigns, the principal sum
of Dollars, [as revised by the Schedule of Increases and Decreases in Global Note attached hereto], on March 15, 2025. 

Interest Payment Dates: March 15 and September 15, commencing on September 15,
20182 
 Record Dates: March 1 and September 1 

Additional provisions of this Note are set forth on the other side of this Note. 

 

	1 	Insert in Global Notes only. 


	2 	In the case of Notes issued on the Issue Date. 


  
 A-1 








 IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed. 

 

			
	J. C. PENNEY CORPORATION, INC.


 
			
		
	By: 	 	 


 
			
		 	Name:
		 	Title:


 TRUSTEE CERTIFICATE OF AUTHENTICATION 

This Note is one of the Notes referred to in the within-mentioned Indenture. 

 

			
	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
		
	By:	 	 
		 	Authorized Signatory


 Dated:
                         

  
 A-2 








 [FORM OF REVERSE SIDE OF NOTE] 

J. C. PENNEY CORPORATION, INC. 

8.625% Senior Secured Second Priority Notes due 2025 

Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. 

 

	1.	Interest 

 J. C. Penney Corporation, Inc., a Delaware corporation, promises to pay
interest on the principal amount of this Note at 8.625% per annum from March 12, 20183 until maturity. The Issuer will pay interest semi-annually in arrears every March 15 and
September 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes shall accrue from the most recent date to which interest has
been paid or, if no interest has been paid, from the date of issuance; provided, that the first Interest Payment Date shall be September 15, 2018.4 The Issuer shall pay interest
on overdue principal at the rate specified herein, and it shall pay interest (including post-petition interest in any proceeding under the Bankruptcy Code) on overdue installments of interest (without regard
to any applicable grace period) at the same rate to the extent lawful. Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day
months. Each interest period will end on (but not include) the relevant Interest Payment Date. 
  

	2.	Method of Payment 

 By no later than 10:00 a.m. (Eastern Time) on the date on which
any principal of, premium, if any, or interest, if any, on any Note is due and payable, the Issuer shall deposit with the Paying Agent a sum sufficient in immediately available funds to pay such principal, premium, if any, and interest, if any, when
due. Interest on any Note which is payable, and is timely paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered at the close of business on the
preceding March 1 and September 1 at the office or agency of the Issuer maintained for such purpose pursuant to Section 2.3 of the Indenture. The principal of, and premium, if any, and interest on the Notes shall
be payable at the office or agency of the Paying Agent or Registrar designated by the Issuer maintained for such purpose (which shall initially be the office of the Trustee maintained for such purpose), or at such other office or agency of the
Issuer as may be maintained for such purpose pursuant to Section 2.3 of the Indenture; provided, however, that, at the option of the Paying Agent, each installment of interest may be paid by (i) check
mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Notes Register or (ii) wire transfer to an account located in the United States maintained by the payee, subject to the last sentence of this paragraph.
Payments in respect of Notes represented by a Global Note (including principal, premium, if any, and interest, if any) will be made by wire transfer of immediately available funds to the accounts specified by The Depository Trust Company or any
successor depository. Payments in respect of Notes represented by Definitive Notes (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Notes represented by Definitive Notes will
be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such
account no later than fifteen (15) days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). If an Interest Payment Date is a Legal Holiday, payment shall be made on the next
succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be affected. 

 

	3.	Paying Agent and Registrar 

 The Issuer initially appoints Wilmington Trust, National
Association (the “Trustee”) to act as the Registrar and Paying Agent for the Notes. The Issuer may change any Registrar or Paying Agent without prior notice to the Holders. The Issuer or any Guarantor may act as Paying Agent,
Registrar or transfer agent. 
  

	3 	In the case of Notes issued on the Issue Date. 


	4 	In the case of Notes issued on the Issue Date. 


  
 A-3 









	4.	Indenture 

 The Issuer issued the Notes under an Indenture, dated as of March 12,
2018 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, the Guarantors party thereto and the Trustee. The terms of the Notes include those stated in the
Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of those terms. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the
terms of the Indenture shall prevail. 
  

	5.	Guarantees 

 To guarantee the due and punctual payment of the principal, premium, if any,
and interest (including post-filing or post-petition interest) on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the
same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have guaranteed (and future guarantors, jointly and severally with the Guarantors, will fully
guarantee) such obligations on a senior secured basis pursuant to the terms of the Indenture. 
  

	6.	Optional Redemption 

 (a) At any time, and from time to time, prior to March 15,
2021, the Issuer may redeem the Notes in whole or in part, at its option, at a redemption price equal to the greater of: 
 (1) 100% of the
principal amount of such Notes redeemed; and 
 (2) the excess of: 

(i) the present value at such redemption date of (i) the redemption price of the Note at March 15, 2021 (such
redemption price being set forth in the table under clause (e) below) plus (ii) all required interest payments due on the Note through March 15, 2021 (excluding interest paid prior to the redemption date and accrued but unpaid
interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over 

(ii) the principal amount of the Note, 

(3) plus, in each case, any accrued and unpaid interest, if any, to, but not including, the date of redemption (subject to the right of
Holders on the relevant record date to receive interest due on the relevant interest payment date). 
 In the event of any redemption
pursuant to this clause (a), the Issuer shall calculate or cause the calculation of the redemption price, and the Trustee shall have no duty to calculate or verify the calculation thereof. 

(b) At any time prior to March 15, 2021, the Issuer may on one or more occasions redeem up to 35% of the aggregate principal amount of
Notes issued under the Indenture at a redemption price equal to 108.625% of the principal amount plus accrued and unpaid interest, if any, to, but not including, the date of redemption (subject to the right of Holders on the relevant record date to
receive interest due on the relevant interest payment date) in an amount of up to the amount of net cash proceeds received by or contributed to the Issuer from one or more Equity Offerings; provided that (1) at least 65% of the aggregate
principal amount of Notes originally issued under the Indenture (including Additional Notes but excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, and (2) notice of
such redemption is given within 90 days of the date of the closing of such Equity Offering. The Trustee shall select the Notes to be redeemed in the manner described under Sections 5.1 through 5.6 of the Indenture.


  
 A-4 








 (c) Except pursuant to clauses (a) and (b) of this paragraph 6, the Notes will not be
redeemable at the Issuer’s option prior to March 15, 2021. 
 (d) On or after March 15, 2021, the Issuer may redeem all or a
part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to, but not including, the applicable date of redemption, if redeemed during
the twelve-month period beginning on March 15 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: 

 

					
	Year	  	Percentage	 
	 2021
	  	 	104.313	% 
	 2022
	  	 	102.156	% 
	 2023 and thereafter
	  	 	100.000	% 

 (e) Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the
Notes or portions thereof called for redemption on the applicable Redemption Date. 
 (f) Any redemption pursuant to this paragraph 6 shall
be made pursuant to the provisions of Sections 5.1 through 5.6 of the Indenture. 
 The Issuer is not
required to make mandatory redemption or sinking fund payments with respect to the Notes. 
  

	7.	Repurchase Provisions 

 If a Change of Control occurs, except as provided in
Section 3.9(c) of the Indenture or unless the Issuer exercised its right to redeem all the outstanding Notes pursuant to Section 5.7 of the Indenture, the Issuer will be required to make an offer
to each Holder to repurchase all or any part (in minimum denominations of $2,000 and integral multiples of $1,000 principal amount in excess thereof) of such Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal
amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased, to, but not including, the date of repurchase. Within 30 days following the date of any Change of Control, or, at the Issuer’s option, prior to any
Change of Control but after the public announcement of the Change of Control, the Issuer shall mail (or in the case of Holders of interests in Global Notes, transmit electronically in accordance with the applicable procedures of DTC) a notice to
Holders of Notes (and shall provide a copy of such notice to the Trustee) describing the transaction or transactions that constitute the Change of Control and offering to repurchase the Notes on the date specified in the notice (the “Change
of Control Payment Date”), which date shall be no earlier than 30 days and no later than 60 days from the date such notice is so mailed or transmitted, pursuant to the procedures required by this Indenture and described in such notice. The
notice shall state, if so mailed or transmitted prior to the date of consummation of the Change of Control, that the offer to repurchase the Notes is conditioned on the Change of Control occurring on or prior to the Change of Control Payment Date
specified in the notice. 
 Upon certain Asset Dispositions, the Issuer may be required to use the Excess Proceeds from such Asset
Dispositions to offer to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes (or, to the extent that such Excess
Proceeds are from Specified Sale/Leaseback Proceeds, 103% of the principal amount of the Notes), plus accrued and unpaid interest, if any, to, but not including, the date of purchase, in accordance with the procedures set forth in Sections
3.5(c) and (d) of the Indenture and in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof. The Issuer may, in its sole discretion, make an Asset Disposition Offer pursuant to
Section 3.5 of the Indenture prior to the time that the aggregate amount of Excess Proceeds exceeds $25.0 million. 

  
 A-5 









	8.	Denominations; Transfer; Exchange 

 The Notes shall be issuable only in fully registered
form in minimum denominations of principal amount of $2,000 and any integral multiple of $1,000 in excess thereof. A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to
furnish appropriate endorsements or transfer documents and to pay a sum sufficient to cover any tax and fees required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange of any Note (A) for a period
beginning (1) fifteen (15) days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) fifteen (15) days before an Interest Payment Date and
ending on such Interest Payment Date or (B) called for redemption, except the unredeemed portion of any Note being redeemed in part. 
  

	9.	Persons Deemed Owners 

 The registered Holder of this Note may be treated as the owner of
it for all purposes. 
  

	10.	Discharge and Defeasance 

 Subject to certain exceptions and conditions set forth in the
Indenture, the Issuer at any time may terminate its obligations under the Notes and the Indenture if the Issuer deposits with the Trustee money or U.S. Government Obligations for the payment of principal, premium, if any, and interest, if any, on
the Notes to redemption or maturity, as the case may be. 
  

	11.	Amendment, Supplement, Waiver 

 Subject to certain exceptions contained in the Indenture,
the Note Documents may be amended, supplemented or otherwise modified with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding and issued under the Indenture (including consents obtained in connection
with a purchase of, or tender offer or exchange offer for, such Notes) (in addition to any other consents required under the terms of the Intercreditor Agreements or the Collateral Documents from the parties thereto), and any Default or Event of
Default thereunder or compliance with any provision of any Note Document may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a
purchase of, or tender offer or exchange offer for, such Notes). Without the consent of any Holder (and, upon request from the Issuer, the Trustee shall request that the Collateral Agent enter into any such amendment, supplement or other
modification to the applicable Intercreditor Agreement or Collateral Documents), the Issuer and the Trustee (together with any other party whose consent is required pursuant to the Intercreditor Agreements or the Collateral Documents) may amend,
supplement or otherwise modify any Note Document as provided in the Indenture. 
  

	12.	Defaults and Remedies 

 If an Event of Default (other than an Event of Default relating
to certain events of bankruptcy, insolvency or reorganization of the Issuer) occurs and is continuing, the Trustee by written notice to the Issuer or the Holders of at least 25% in principal amount of the outstanding Notes by written notice to the
Issuer and the Trustee, may declare the principal of, premium, if any, and accrued and unpaid interest, on all the Notes to be due and payable. Upon such a declaration, such principal, premium, if any, and accrued and unpaid interest, if any, will
be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Issuer occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest, if any, on all
the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Notes may waive or
rescind any such acceleration with respect to the Notes and its consequences. 

  
 A-6 









	13.	Trustee Dealings with the Issuer 

 Subject to certain limitations set forth in the
Indenture, the Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the JCP Parties or any respective Affiliate of the JCP Parties with the same rights it would have if it were not
Trustee. Any Paying Agent, Registrar or Custodian may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 of the Indenture. 

 

	14.	No Recourse Against Others 

 No director, officer, manager, employee, incorporator or
direct or indirect partner, member or stockholder, past, present or future, of the Issuer, any Guarantor or any successor entity of any of them, as such, will have any liability for any of the obligations of the Issuer or any Guarantor under the
Notes or the Indenture or any other Note Document or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release may not
be effective to waive liabilities under the federal securities laws. 
  

	15.	Authentication 

 This Note shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent acting on its behalf) manually signs the certificate of authentication on the other side of this Note. 
  

	16.	Abbreviations 

 Customary abbreviations may be used in the name of a Holder or an
assignee, such as TEN COM (= tenants in common), TEN ENT (= tenants by the entirety), JT TEN (= joint tenants with rights of survivorship and not as tenants in common), CUST (= custodian) and U/G/M/A (= Uniform Gift to
Minors Act). 
  

	17.	CUSIP and ISIN Numbers 

 The Issuer has caused CUSIP and ISIN numbers, if applicable, to
be printed on the Notes and has directed the Trustee to use CUSIP and ISIN numbers, if applicable, in notices of redemption or other notices as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed
on the Notes or as contained in any notice of redemption or other notices and reliance may be placed only on the other identification numbers placed thereon. 
  

	18.	Governing Law 

 This Note shall be governed by, and construed in accordance with, the
laws of the State of New York. 
 The Issuer will furnish to any Holder upon written request and without charge to the Holder a copy of the
Indenture. Requests may be made to: 
 J. C. Penney Corporation, Inc. 

6501 Legacy Drive 
 Plano, Texas
75024 
 Attention: Trent Kruse 

Facsimile No.: (972) 531-2488 

Email: twkruse@jcp.com 
  

	19.	Security 

 This Note will be secured by the Collateral on the terms and subject to the
conditions set forth in the Indenture, the Collateral Documents and the Intercreditor Agreements. 

  
 A-7 








 ASSIGNMENT FORM 

To assign this Note, fill in the form below: 

I or we assign and transfer this Note to: 
  

 
 (Print or type assignee’s name,
address and zip code) 
  
  

(Insert assignee’s social security or tax I.D. No.) 

and irrevocably appoint                      agent
to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. 
  

					
	Date:	 	Your Signature:	 	 

  

					
	Signature Guarantee:	 	 

 (Signature must be guaranteed) 
  

 
 Sign exactly as your name appears on the other side of
this Note. 
 The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit
unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. 

The undersigned hereby certifies that it ☐ is / ☐ is not an Affiliate of an Issuer and that, to its knowledge, the proposed transferee ☐ is
/ ☐ is not an Affiliate of an Issuer. 
 In connection with any transfer or exchange of any of the Notes evidenced by this certificate
occurring prior to the date that is one year after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by an Issuer or any Affiliate of an Issuer, the undersigned confirms that such
Notes are being: 
 CHECK ONE BOX BELOW: 
  

							
		 	(1)	 	☐	 	acquired for the undersigned’s own account, without transfer; or
				
		 	(2)	 	☐	 	transferred to the Issuer; or
				
		 	(3)	 	☐	 	transferred pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”); or
				
		 	(4)	 	☐	 	transferred pursuant to an effective registration statement under the Securities Act; or
				
		 	(5)	 	☐	 	transferred pursuant to and in compliance with Regulation S under the Securities Act; or
				
		 	(6)	 	☐	 	transferred pursuant to another available exemption from the registration requirements of the Securities Act.

 Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the
name of any person other than the registered Holder thereof; provided, however, that if box (5) or (6) is checked, the Issuer may require, prior to registering any such transfer of the Notes, in their sole discretion, such legal
opinions, certifications and other information as the Issuer may reasonably request to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act,
such as the exemption provided by Rule 144 under such Act. 

  
 A-8 









					
		 		 	 
	Signature Guarantee:	 		 	Signature
			
	 	 		 	 
	(Signature must be guaranteed)	 		 	Signature

 The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations
and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. 

TO BE COMPLETED BY PURCHASER IF BOX 
 (1) OR (3) ABOVE IS
CHECKED. 
 The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which
it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is
relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. 
  

					
		 		 	 
		 		 	Dated:


  
 A-9 








 [TO BE ATTACHED TO GLOBAL NOTES] 

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTES 

The following increases or decreases in this Global Note have been made: 

 

									
	 Date of

Exchange
	 	 Amount of decrease

in Principal
 Amount of this

Global Note
	 	 Amount of increase

in Principal
 Amount of this

Global Note
	 	 Principal Amount

of this Global Note
 following such

decrease or increase
	 	 Signature of

authorized
 signatory of

Trustee or Notes
 Custodian



  
 A-10 








 OPTION OF HOLDER TO ELECT PURCHASE 

If you elect to have this Note purchased by the Issuer pursuant to Section 3.5 or 3.9 of the Indenture, check either box: 

Section 3.5  ☐        Section 3.9  ☐ 

If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 3.5 or 3.9 of the Indenture, state the
amount in principal amount (must be in denominations of $2,000 or an integral multiple of $1,000 in excess thereof):
$                                         
    and specify the denomination or denominations (which shall not be less than the minimum authorized denomination) of the Notes to be issued to the Holder for the portion of the within Note not being repurchased (in the absence
of any such specification, one such Note will be issued for the portion not being repurchased):
                            . 

 

			
	Date:                      Your Signature	 	 
		 	(Sign exactly as your name appears on the other side of the Note)

  

			
	Signature Guarantee:	 	 
		 	(Signature must be guaranteed)

 The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations
and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15. 

  
 A-11 








 EXHIBIT B 

Form of Supplemental Indenture 

[        ] SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of [ ],
20[ ], by and among J. C. Penney Corporation, Inc., a Delaware corporation (the “Issuer”), the parties that are signatories hereto as Guarantors (each a “Guaranteeing Subsidiary”) and Wilmington Trust, National
Association, as Trustee under the Indenture referred to below. 
 W I T N E S S E
T H: 
 WHEREAS, the Issuer, the Guarantors party thereto, and the Trustee have heretofore executed and delivered an
indenture, dated as of March 12, 2018 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of an aggregate principal amount of $400,000,000 of 8.625% Senior Secured Second
Priority Notes due 2025 (the “Notes”) of the Issuer; 
 WHEREAS, the Indenture provides that each Guaranteeing Subsidiary
shall execute and deliver to the Trustee a supplemental indenture pursuant to which each Guaranteeing Subsidiary shall unconditionally guarantee, on a joint and several basis, all of the Issuer’s Obligations under the Notes and the Indenture on
the terms and conditions set forth herein and under the Indenture (the “Note Guarantee”); and 
 WHEREAS, pursuant to
Section 9.1 of the Indenture, the Issuer, any Guaranteeing Subsidiary and the Trustee are authorized to execute and deliver this Supplemental Indenture to amend or supplement the Indenture, without the consent of any
Holder. 
 NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby
acknowledged, the Issuer, the Guaranteeing Subsidiar[y/ies] and the Trustee mutually covenant and agree for the benefit of the Trustee and the Holders of the Notes as follows: 

ARTICLE I 
 DEFINITIONS 

SECTION 1.1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recitals
hereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any
particular section hereof. 
 ARTICLE II 

AGREEMENT TO BE BOUND; GUARANTEE 

SECTION 2.1. Agreement to be Bound. Each of the Guaranteeing Subsidiaries hereby agrees to become a party to the Indenture as a
Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture. 

SECTION 2.2. Guarantee. Each of the Guaranteeing Subsidiaries agrees, on a joint and several basis, to fully, unconditionally and
irrevocably Guarantee to each Holder of the Notes and the Trustee the Guaranteed Obligations pursuant to Article X of the Indenture. 

  
 B-1 








 ARTICLE III 

MISCELLANEOUS 
 SECTION 3.1.
Notices. All notices and other communications to each Guaranteeing Subsidiary shall be given as provided in the Indenture, at the address for the Guarantors set forth in the Indenture. 

SECTION 3.2. Merger, Amalgamation and Consolidation. Each Guaranteeing Subsidiary shall not sell or otherwise dispose of all or
substantially all of its assets to, or consolidate with or merge or amalgamate with or into, another Person (other than the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction) except in
accordance with Section 4.1(b) of the Indenture. 
 SECTION 3.3. Release of Guarantee. The Note Guarantees
hereunder may be released in accordance with Section 10.2 of the Indenture. 
 SECTION 3.4. Parties.
Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture
or the Indenture or any provision herein or therein contained. 
 SECTION 3.5. Governing Law. This Supplemental Indenture shall be
governed by, and construed in accordance with, the laws of the State of New York. 
 SECTION 3.6. Severability. In case any provision
in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the
extent of such invalidity, illegality or unenforceability. 
 SECTION 3.7. Benefits Acknowledged. Each Guaranteeing Subsidiary’s
Note Guarantee is subject to the terms and conditions set forth in the Indenture. Each Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this
Supplemental Indenture and that the guarantee and waivers made by it pursuant to its Note Guarantee are knowingly made in contemplation of such benefits. 

SECTION 3.8. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is
in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore
or hereafter authenticated and delivered shall be bound hereby. 
 SECTION 3.9. The Trustee. The Trustee does not make any
representation or warranty as to the validity or sufficiency of this Supplemental Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto. 

SECTION 3.10. Counterparts. The parties hereto may sign any number of copies of this Supplemental Indenture. Each signed copy shall be
an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile, pdf or other electronic transmission shall constitute effective execution and
delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile, pdf or other electronic means shall be
deemed to be their original signatures for all purposes. 
 SECTION 3.11. Execution and Delivery. Each Guaranteeing Subsidiary agrees
that its Note Guarantee shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of any such Note Guarantee. 

  
 B-2 








 SECTION 3.12. Headings. The headings of the Articles and the Sections in this Supplemental
Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof. 

[signature pages follow] 

  
 B-3 








 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date first above written. 
  

			
	 [GUARANTEEING SUBSIDIARIES],

as a Guarantor



 
			
		
	By: 	 	 
		 	Name:
		 	Title:
	
	Acknowledged by:


  

			
	J. C. PENNEY CORPORATION, INC.


 
			
		
	By: 	 	 
		 	Name:
		 	Title:



  
 B-4 








 
			
	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee


 
			
		
	By: 	 	 
		 	Name:
		 	Title:



  
 B-5 








 EXHIBIT C 

Form of Certificate to be Delivered in Connection with Transfers Pursuant to Regulation S 

[Date] 
 J. C. Penney Corporation, Inc. 

6501 Legacy Drive 
 Plano, Texas 75024 

Attention: Trent Kruse 
 Facsimile No.: (972) 531-2488 
 Email: twkruse@jcp.com 

Wilmington Trust, National Association, 
 as Trustee and
Registrar 
 50 South Sixth Street 
 Suite 1290 

Minneapolis, Minnesota 55402 
 Attention: J. C. Penney
Corporation, Inc. Secured Notes Administrator 
 Facsimile No.: (612) 217-5651 

Email: hfield@wilmingtontrust.com 
  

	Re:	J. C. Penney Corporation, Inc. (the “Issuer”) 

 8.625% Senior Secured Second
Priority Notes due 2025 (the “Notes”) 
 Ladies and Gentlemen: 

In connection with our proposed sale of $[________] aggregate principal amount of the Notes, we confirm that such sale has been effected
pursuant to and in accordance with Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that: 

(a) the offer of the Notes was not made to a person in the United States; 

(b) either (i) at the time the buy order was originated, the transferee was outside the United States or we and any person
acting on our behalf reasonably believed that the transferee was outside the United States or (ii) the transaction was executed in, on or through the facilities of a designated off-shore securities market
and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States; 

(c) no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(a)(2)
or Rule 904(a)(2) of Regulation S, as applicable; and 
 (d) the transaction is not part of a plan or scheme to
evade the registration requirements of the Securities Act. 
 In addition, if the sale is made during a restricted period and the provisions
of Rule 903(b)(2), Rule 903(b)(3) or Rule 904(b)(1) of Regulation S are applicable thereto, we confirm that such sale has been made in accordance with the applicable provisions of Rule 903(b)(2), Rule 903(b)(3) or
Rule 904(b)(1), as the case may be. 
 We also hereby certify that we [are][are not] an Affiliate of an Issuer and, to our knowledge,
the transferee of the Notes [is][is not] an Affiliate of an Issuer. 

  
 C-1 








 The Trustee and the Issuer are entitled to conclusively rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in
Regulation S. 
  

			
	Very truly yours,
	
	[Name of Transferor]
		
	By:	 	 
		 	Authorized Signature
		 	



  
 C-2