EXHIBIT 10.2
EXECUTION VERSION
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT
dated as of June 23, 2016
among
J. C. PENNEY CORPORATION, INC.,
J. C. PENNEY COMPANY, INC.,
EACH OF THE OTHER GRANTORS PARTY HERETO
and
WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Collateral Agent
TABLE OF CONTENTS
PAGE
SECTION 1. DEFINITIONS; GRANT OF SECURITY.
2
1.1
General Definitions
2
1.2
Definitions; Interpretation
8
SECTION 2. GRANT OF SECURITY.
8
2.1
Grant of Security
8
2.2
Certain Limited Exclusions
9
SECTION 3. SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE.
10
3.1
Security for Obligations
10
3.2
Continuing Liability Under Collateral
10
SECTION 4. CERTAIN PERFECTION REQUIREMENTS
11
4.1
Delivery Requirements
11
4.2
Control Requirements
11
4.3
Intellectual Property Recording Requirements
11
4.4
Other Actions
12
4.5
Timing and Notice
12
SECTION 5. REPRESENTATIONS AND WARRANTIES.
13
5.1
[Reserved.]
13
5.2
Collateral Identification, Special Collateral
13
5.3
Ownership of Collateral and Absence of Other Liens
13
5.4
Status of Security Interest
13
5.5
Goods
14
5.6
Pledged Equity Interests, Investment Related Property
14
5.7
Intellectual Property
15
SECTION 6. COVENANTS AND AGREEMENTS.
16
6.1
Grantor Information and Status
16
6.2
Commercial Tort Claims
16
6.3
Ownership of Collateral and Absence of Other Liens
16
6.4
Status of Security Interest
17
6.5
Goods and Receivables
17
6.6
Pledged Equity Interests, Investment Related Property
17
6.7
Intellectual Property
18
6.8
Insurance
19
SECTION 7. FURTHER ASSURANCES; ADDITIONAL GRANTORS.
19
7.1
Further Assurances
19
7.2
Additional Grantors
20
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PAGE
SECTION 8. COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT.
20
8.1
Power of Attorney
20
8.2
No Duty on the Part of Collateral Agent or Secured Parties
22
8.3
Appointment Pursuant to the Pari Passu Intercreditor Agreement
22
SECTION 9. REMEDIES.
22
9.1
Generally
22
9.2
Application of Proceeds
24
9.3
Sales on Credit
24
9.4
Investment Related Property
24
9.5
Grant of Intellectual Property License
24
9.6
Intellectual Property
25
9.7
Deposit Accounts
26
SECTION 10. COLLATERAL AGENT.
26
SECTION 11. CONTINUING SECURITY INTEREST.
27
SECTION 12. STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM.
27
SECTION 13. MISCELLANEOUS.
28
SCHEDULE 5.2
-
COLLATERAL IDENTIFICATION
SCHEDULE 5.4
-
FINANCING STATEMENTS
SCHEDULE 5.5
-
LOCATION OF EQUIPMENT AND INVENTORY
EXHIBIT A
-
PLEDGE SUPPLEMENT
EXHIBIT B
-
AMENDED AND RESTATED TRADEMARK SECURITY AGREEMENT
EXHIBIT C
-
PATENT SECURITY AGREEMENT
EXHIBIT D
-
AMENDED AND RESTATED COPYRIGHT SECURITY AGREEMENT
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This AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT, dated as of June 23,
2016 (as it may be amended, restated, supplemented or otherwise modified from
time to time, this "Agreement"), between J. C. PENNEY COMPANY, INC., a Delaware
corporation ("Holdings"), J. C. PENNEY CORPORATION, INC., a Delaware corporation
(the "Company" or the "Borrower"), and each of the subsidiaries of Holdings or
the Borrower party hereto from time to time, whether as an original signatory
hereto or as an Additional Grantor (as herein defined) (other than the
Collateral Agent, each, a "Grantor"), and WILMINGTON TRUST, NATIONAL
ASSOCIATION, as collateral agent for the Term Loan/Notes Secured Parties (as
herein defined) (in