JUNIOR PRIORITY INTERCREDITOR AGREEMENTJunior Priority Intercreditor Agreement • March 14th, 2018 • J C Penney Co Inc • Retail-department stores • New York
JUNIOR PRIORITY INTERCREDITOR AGREEMENT, dated as of March 12, 2018, among WILMINGTON TRUST, NATIONAL ASSOCIATION in its capacity as “Collateral Agent” under the First Lien Pari Passu Intercreditor Agreement (as defined below) (together with its successors as “Collateral Agent,” the “First Lien Representative”), as Representative for the First Lien Secured Parties (as defined below), and WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as “Collateral Agent” under the Junior Lien Pari Passu Intercreditor Agreement (as defined below) (together with its successors as “Collateral Agent” under the Junior Lien Pari Passu Intercreditor Agreement, the “Junior Lien Representative”), as Representative for the Junior Lien Secured Parties (as defined below). Capitalized terms used herein but not otherwise defined herein have the meanings set forth in Section 1 below.
ContractJoinder Agreement • March 14th, 2018 • J C Penney Co Inc • Retail-department stores • New York
REPRESENTATIVE JOINDER AGREEMENT NO. 1 dated as of March 12, 2018 (this “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.
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • March 14th, 2018 • J C Penney Co Inc • Retail-department stores • New York
AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as of March 8, 2018 (this “Amendment No. 3”), is by and among J. C. Penney Company, Inc. (“Holdings”), J. C. Penney Corporation, Inc. (“Parent Borrower”), J. C. Penney Purchasing Corporation (“Purchasing,” and together with Parent Borrower, individually, a “Borrower” and collectively, “Borrowers”), the parties to the Collateral Agreement (as defined in the Credit Agreement (as defined below)) as guarantors (individually, a “Guarantor” and collectively, “Guarantors”), Wells Fargo Bank, National Association, as Administrative Agent (in such capacity, “Administrative Agent”) for the parties to the Credit Agreement as lenders (individually, a “Lender” and collectively, “Lenders”), Revolving Agent (in such capacity, “Revolving Agent”), Collateral Agent (in such capacity, “Collateral Agent”) and LC Agent (in such capacity, “LC Agent,” and together with Administrative Agent, Revolving Agent and Collateral Agent, individually an “Agent” and collective
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, 2018J C Penney Co Inc • March 14th, 2018 • Retail-department stores • New York
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”).
