E HWY 6
SPANISH FORK
UT
84660
9465
700 DARCY PKWY
LATHROP
CA
95330
9466
6800 VALLEY VIEW AVE
BUENA PARK
CA
90620
9467
1701 INTERMODAL PKWY
HASLET
TX
76052
9468
120 PENNEY RD
FOREST PARK
GA
30297
9481
120 PENNEY RD
FOREST
PARK
GA
30297
9484
120 PENNEY RD
FOREST PARK
GA
30297
9503
6800 VALLEY VIEW AVE
BUENA PARK
CA
90620
9553
120
PENNEY RD
FOREST PARK
GA
30297
9554
1339 TOLLAND TPK
MANCHESTER
CT
6041
9559
11800 W BURLEIGH ST
WAUWATOSA
WI
53222
9597
11111 STEAD BLVD STE 111
RENO
NV
89506
9774
1634 SALISBURY RD
STATESVILLE
NC
28677
EXHIBIT A
TO AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT
PLEDGE SUPPLEMENT
This PLEDGE SUPPLEMENT, dated [
], 20[
], is delivered by [NAME OF
GRANTOR] a [NAME OF STATE OF INCORPORATION] [Corporation] (the "Grantor")
pursuant to the Amended and Restated Pledge and Security Agreement, dated as of
June 23, 2016 (as it may be from time to time amended, restated, modified or
supplemented, the "Security Agreement"), among J. C. PENNEY CORPORATION, INC.,
the other Grantors named therein, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as
the Collateral Agent. Capitalized terms used herein not otherwise defined herein
shall have the meanings ascribed thereto in the Security Agreement.
Grantor hereby confirms the grant to the Collateral Agent set forth in the
Security Agreement of, and does hereby grant to the Collateral Agent, a security
interest in all of Grantor's right, title and interest in, to and under all
Collateral to secure the Term Loan/Notes Secured Obligations, in each case
whether now or hereafter existing or in which Grantor now has or hereafter
acquires an interest and wherever the same may be located. Grantor represents
and warrants that the attached Annex A and Supplements to Schedules accurately
and completely set forth all additional information required to be provided
pursuant to the Security Agreement and hereby agrees that such Annex A and
Supplements to Schedules shall constitute part of the Schedules to the Security
Agreement.
THIS PLEDGE SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
(INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW
ARISING OUT OF THE SUBJECT MATTER HEREOF) SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE
APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK (OTHER THAN
ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND
THE EFFECT OF PERFECTION OF THE SECURITY INTEREST).
IN WITNESS WHEREOF, Grantor has caused this Pledge Supplement to be duly
executed and delivered by its duly authorized officer as of [
],
20[
].
[NAME OF GRANTOR], By:
Name:
Title:
EXHIBIT A-1
ANNEX A
TO PLEDGE SUPPLEMENT
Additional Information:
GENERAL INFORMATION
(A) Full Legal Name, Type of Organization, Jurisdiction of Organization, Chief
Executive Office/Sole Place of Business (or Residence if Grantor is