WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as Collateral Agent, as
Term Loan/Notes Representative By:
/s/ Hallie E. Field
Name:
Hallie E. Field Title:
Assistant Vice President
J. C. PENNEY CORPORATION, INC. By:
/s/ Michael Porter
Name:
Michael Porter Title:
Vice President, Treasurer J. C. PENNEY COMPANY,
INC. By:
/s/ Edward Record
Name:
Edward Record Title:
Executive Vice President and Chief Financial
Officer J. C. PENNEY PURCHASING CORPORATION By:
/s/ Gary Piper
Name:
Gary Piper Title:
Treasurer 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
Annex I
Provision for each Second Priority Security Document
"Reference is made to the Intercreditor Agreement, dated as of June 23, 2016 (as
amended, restated, supplemented or otherwise modified from time to time, the
"ABL Intercreditor Agreement"), among J.C. Penney Corporation, Inc., the other
Grantors party thereto, Wells Fargo Bank, National Association, as
Representative with respect to the ABL Credit Agreement (as defined therein),
and Wilmington Trust, National Association, as Term Loan/Notes Representative
and each other Representative from time to time party thereto. Notwithstanding
anything herein to the contrary, the liens and security interests granted to the
Collateral Agent pursuant to this Agreement and the exercise of any right or
remedy by the Collateral Agent hereunder, in each case, with respect to the ABL
Priority Collateral (as defined therein) are subject to the limitations and
provisions of the ABL Intercreditor Agreement. In the event of any inconsistency
between the terms or conditions of this Agreement and the terms and conditions
of the ABL Intercreditor Agreement, the terms and conditions of the ABL
Intercreditor Agreement shall control."
Annex II
[FORM OF] REPRESENTATIVE JOINDER AGREEMENT NO. [
] dated as
of [
], 20[
] (the "Representative Joinder Agreement") to the
INTERCREDITOR AND COLLATERAL COOPERATION AGREEMENT dated as of June 23, 2016
(the "Intercreditor Agreement"), among WELLS FARGO BANK, NATIONAL ASSOCIATION
("Wells Fargo"), as Representative with respect to the ABL Credit Agreement,
Wilmington Trust, National Association ("Wilmington"), in its capacity as
Collateral Agent (as defined in the Term Loan/Notes Pari Passu Intercreditor
Agreement), as Term Loan/Notes Representative, each other Representative from
time to time party thereto, J.C. PENNEY CORPORATION, INC. (the "Borrower") and
each of the other Grantors party thereto.
A. Capitalized terms used herein but not otherwise defined herein shall have the
meanings assigned to such terms in the Intercreditor Agreement.
B. The Borrower and/or one or more of the other Grantors proposes to issue or
incur a [Replacement ABL Credit Agreement] [Junior Priority Secured Obligations]
and the Person identified in the signature pages hereto as the "Representative"
(the "Additional Representative") will serve as the collateral agent for the
holders of such [Replacement ABL Credit Agreement] [Junior Priority Secured
Obligations]. The [Replacement ABL Credit Agreement][Junior Priority
Representative] is being designated as such by the Borrower in accordance with
Section 10 of the Intercreditor Agreement.
C. Accordingly, the Additional Representative and the Borrower agree