INTERCREDITOR AND COLLATERAL COOPERATION AGREEMENT Dated as of June 23, 2016 Among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Representative for the First Priority Secured Parties, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Representative for the Term...Intercreditor and Collateral Cooperation Agreement • June 24th, 2016 • J C Penney Co Inc • Retail-department stores • New York
INTERCREDITOR AND COLLATERAL COOPERATION AGREEMENT (this “Agreement”), dated as of June 23, 2016, among WELLS FARGO BANK, NATIONAL ASSOCIATION. (“Wells Fargo”), as Representative for the First Priority Secured Parties, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Agent (together with its successors as “Collateral Agent” under the Term Loan/Notes Pari Passu Intercreditor Agreement (as defined below), the “Term Loan/Notes Representative”), as Representative for the Term Loan/Notes Secured Parties, any other Representative (as defined herein) that becomes a party hereto after the date hereof pursuant to Section 10, as Representative for the applicable Secured Parties, J.C. PENNEY CORPORATION, INC. (the “Borrower”), and each of the other Grantors party hereto.
PARI PASSU INTERCREDITOR AGREEMENT dated as of June 23, 2016 among WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Agent, JPMORGAN CHASE BANK, N.A., as Term Loan Authorized Representative for the Term Loan Secured Parties, WILMINGTON TRUST,...Junior Priority Intercreditor Agreement • June 24th, 2016 • J C Penney Co Inc • Retail-department stores • New York
Notwithstanding anything herein to the contrary, any liens and security interests granted to the Collateral Agent pursuant to this Pari Passu Intercreditor Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the limitations and provisions of the Intercreditor and Collateral Cooperation Agreement, dated as of June 23, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “ABL Intercreditor Agreement”), among Wells Fargo Bank, National Association, as representative for the First Priority Secured Parties (as defined therein), Wilmington Trust, National Association, as representative for the Term Loan/Notes Secured Parties, and certain other persons party or that may become party thereto from time to time, and consented to by J. C. Penney Corporation and the grantors identified therein. In the event of any conflict between the terms of the ABL Intercreditor Agreement and the terms of this Pari Passu Intercredit
J. C. PENNEY CORPORATION, INC., as Issuer, the GUARANTORS party hereto AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee $500,000,000 5.875% Senior Secured Notes due 2023 INDENTURE Dated as of June 23, 2016Indenture • June 24th, 2016 • J C Penney Co Inc • Retail-department stores • New York
INDENTURE, dated as of June 23, 2016, 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”).
