10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

  x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 3, 2013

or

  ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number: 1-15274

J. C. PENNEY COMPANY, INC.

(Exact name of registrant as specified in its charter)

Delaware	26-0037077
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
6501 Legacy Drive, Plano, Texas	75024 - 3698
(Address of principal executive offices)	(Zip Code)

(Registrant’s telephone number, including area code)

(972) 431-1000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  x         Accelerated filer   ¨         Non-accelerated filer   ¨         Smaller reporting company  ¨

                                                 (Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 220,564,447 shares of Common Stock of 50 cents par value, as of September 6, 2013.

J. C. PENNEY COMPANY, INC.

FORM 10-Q

For the Quarterly Period Ended August 3, 2013

INDEX

	Page
Part I. Financial Information
Item 1. Unaudited Interim Consolidated Financial Statements
Consolidated Statements of Operations		3
Consolidated Statements of Comprehensive Income/(Loss)		4
Consolidated Balance Sheets		5
Consolidated Statements of Cash Flows		6
Notes to Unaudited Interim Consolidated Financial Statements
1. Basis of Presentation and Consolidation		7
2. Earnings/(Loss) per Share		8
3. Credit Facility		8
4. Long-Term Debt		9
5. Fair Value Disclosures		9
6. Stockholders’ Equity		10
7. Stock-Based Compensation		12
8. Retirement Benefit Plans		13
9. Restructuring and Management Transition		14
10. Real Estate and Other, Net		15
11. Income Taxes		16
12. Litigation, Other Contingencies and Guarantees		16
13. Recently Issued Accounting Pronouncement		17
14. Subsequent Event		18
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
Item 3. Quantitative and Qualitative Disclosures About Market Risk		33
Item 4. Controls and Procedures		33
Part II. Other Information
Item 1. Legal Proceedings		33
Item 1A. Risk Factors		34
Item 6. Exhibits		42
SIGNATURES		44

2

Part I. Financial Information

Item 1. Unaudited Interim Consolidated Financial Statements

J. C. PENNEY COMPANY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						Six Months Ended
(In millions, except per share data)	August 3, 2013			July 28, 2012			August 3, 2013			July 28, 2012
Total net sales	$	2,663		$	3,022		$	5,298		$	6,174
Cost of goods sold		1,876			2,018			3,699			3,984
Gross margin		787			1,004			1,599			2,190
Operating expenses/(income):
Selling, general and administrative (SG&A)		1,026			1,050			2,104			2,210
Pension		34			58			68			116
Depreciation and amortization		143			128			279			253
Real estate and other, net		(68	)		(208	)		(90	)		(215	)
Restructuring and management transition		47			159			119			235
Total operating expenses		1,182			1,187			2,480			2,599
Operating income/(loss)		(395	)		(183	)		(881	)		(409	)
Loss on extinguishment of debt		114			-			114			-
Net interest expense		95			58			156			114
Income/(loss) before income taxes		(604	)		(241	)		(1,151	)		(523	)
Income tax expense/(benefit)		(18	)		(94	)		(217	)		(213	)
Net income/(loss)	$	(586	)	$	(147	)	$	(934	)	$	(310	)
Earnings/(loss) per share:
Basic	$	(2.66	)	$	(0.67	)	$	(4.24	)	$	(1.42	)
Diluted	$	(2.66	)	$	(0.67	)	$	(4.24	)	$	(1.42	)
Weighted average shares – basic		220.6			219.3			220.2			218.9
Weighted average shares – diluted		220.6			219.3			220.2			218.9

See the accompanying notes to the unaudited Interim Consolidated Financial Statements.

3

J. C. PENNEY COMPANY, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)

(Unaudited)

	Three Months Ended						Six Months Ended
($ in millions)	August 3, 2013			July 28, 2012			August 3, 2013			July 28, 2012
Net income/(loss)	$	(586	)	$	(147	)	$	(934	)	$	(310	)
Other comprehensive income/(loss), net of tax:
Real estate investment trusts (REITs)
Unrealized gain/(loss)		(3	)		6			-			33
Reclassification adjustment for realized (gain)/loss		-			(174	)		-			(174	)
Retirement benefit plans
Reclassification for amortization of net actuarial loss/(gain)		27			37			55			77
Reclassification for amortization of prior service cost /(credit)		-			(2	)		(1	)		(4	)
Total other comprehensive income/(loss), net of tax		24			(133	)		54			(68	)
Total comprehensive income/(loss), net of tax	$	(562	)	$	(280	)	$	(880	)	$	(378	)

See the accompanying notes to the unaudited Interim Consolidated Financial Statements.

4

J. C. PENNEY COMPANY, INC.

CONSOLIDATED BALANCE SHEETS

(In millions, except per share data)	August 3, 2013			July 28, 2012			February 2, 2013
	(Unaudited)			(Unaudited)
Assets
Current assets:
Cash in banks and in transit	$	198		$	171		$	121
Cash short-term investments		1,337			717			809
Cash and cash equivalents		1,535			888			930
Merchandise inventory		3,155			2,993			2,341
Income tax receivable		-			209			57
Deferred taxes		115			407			106
Prepaid expenses and other		209			239			249
Total current assets		5,014			4,736			3,683
Property and equipment (net of accumulated depreciation of $3,067, $3,096 and $2,880)		5,820			5,153			5,353
Prepaid pension		22			-			-
Other assets		798			923			745
Total Assets	$	11,654		$	10,812		$	9,781
Liabilities and Stockholders’ Equity
Current liabilities:
Merchandise accounts payable	$	1,276		$	1,015		$	1,162
Other accounts payable and accrued expenses		1,350			1,219			1,395
Short-term borrowings		850			-			-
Current portion of capital leases and note payable		27			20			26
Current maturities of long-term debt		23			230			-
Total current liabilities		3,526			2,484			2,583
Long-term capital leases and note payable		71			33			88
Long-term debt		4,850			2,868			2,868
Deferred taxes		242			904			388
Other liabilities		645			852			683
Total Liabilities		9,334			7,141			6,610
Stockholders’ Equity
Common stock(1)		110			109			110
Additional paid-in capital		3,828			3,782			3,799
Reinvested earnings/(accumulated deficit)		(554	)		1,057			380
Accumulated other comprehensive income/(loss)		(1,064	)		(1,277	)		(1,118	)
Total Stockholders’ Equity		2,320			3,671			3,171
Total Liabilities and Stockholders’ Equity	$	11,654		$	10,812		$	9,781

(1) 1,250 million shares of common stock are authorized with a par value of $0.50 per share. The total shares issued and outstanding were 220.4 million, 218.8 million and 219.3 million as of August 3, 2013, July 28, 2012 and February 2, 2013, respectively.

See the accompanying notes to the unaudited Interim Consolidated Financial Statements.

5

J. C. PENNEY COMPANY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended						Six Months Ended
($ in millions)	August 3, 2013			July 28, 2012			August 3, 2013			July 28, 2012
Cash flows from operating activities
Net income/(loss)	$	(586	)	$	(147	)	$	(934	)	$	(310	)
Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities:
Restructuring and management transition		24			78			61			90
Asset impairments and other charges		7			3			9			4
Net gain on sale or redemption of non-operating assets		(62	)		(200	)		(62	)		(200	)
Net gain on sale of operating assets		(2	)		-			(18	)		-
Loss on extinguishment of debt		114			-			114			-
Depreciation and amortization		143			128			279			253
Benefit plans		24			41			41			79
Stock-based compensation		11			14			16			26
Excess tax benefits from stock-based compensation		-			(12	)		-			(23	)
Deferred taxes		(25	)		(153	)		(189	)		(197	)
Change in cash from:
Inventory		(357	)		91			(814	)		(77	)
Prepaid expenses and other assets		(9	)		(22	)		41			(15	)
Merchandise accounts payable		29			31			114			(7	)
Current income taxes		5			113			60			34
Accrued expenses and other		(24	)		5			(178	)		(264	)
Net cash provided by/(used in) operating activities		(708	)		(30	)		(1,460	)		(607	)
Cash flows from investing activities
Capital expenditures		(439	)		(132	)		(653	)		(239	)
Net proceeds from sale or redemption of non-operating assets		55			246			55			246
Acquisition		-			-			-			(9	)
Net proceeds from sale of operating assets		1			-			19			-
Net cash provided by/(used in) investing activities		(383	)		114			(579	)		(2	)
Cash flows from financing activities
Proceeds from short-term borrowings		-			-			850			-
Net proceeds from issuance of long-term debt		2,180			-			2,180			-
Premium on early retirement of debt		(110	)		-			(110	)		-
Payments of capital leases and note payable		(14	)		-			(19	)		-
Payment of long-term debt		(245	)		-			(245	)		-
Financing costs		(4	)		(2	)		(12	)		(4	)
Dividends paid, common		-			(43	)		-			(86	)
Proceeds from stock options exercised		2			1			7			69
Excess tax benefits from stock-based compensation		-			12			-			23
Tax withholding payments for vested restricted stock		(4	)		(3	)		(7	)		(12	)
Net cash provided by/(used in) financing activities		1,805			(35	)		2,644			(10	)
Net increase/(decrease) in cash and cash equivalents		714			49			605			(619	)
Cash and cash equivalents at beginning of period		821			839			930			1,507
Cash and cash equivalents at end of period	$	1,535		$	888		$	1,535		$	888
Supplemental cash flow information
Income taxes received/(paid), net		(2	)		55			88			51
Interest received/(paid), net		(152	)		(23	)		(236	)		(113	)
Supplemental non-cash investing and financing activity
Increase/(decrease) in other accounts payable related to purchases of property and equipment		(178	)		66			102			50
Financing costs withheld from proceeds of long-term debt		(70	)		-			(70	)		-

See the accompanying notes to the unaudited Interim Consolidated Financial Statements.

6

J. C. PENNEY COMPANY, INC.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of Presentation and Consolidation

Basis of Presentation

J. C. Penney Company, Inc. is a holding company whose principal operating subsidiary is J. C. Penney Corporation, Inc. (JCP). JCP was incorporated in Delaware in 1924, and J. C. Penney Company, Inc. was incorporated in Delaware in 2002, when the holding company structure was implemented. The holding company has no independent assets or operations, and no direct subsidiaries other than JCP. The holding company and its consolidated subsidiaries, including JCP, are collectively referred to in this quarterly report as “we,” “us,” “our,” “ourselves” or the “Company,” unless otherwise indicated.

J. C. Penney Company, Inc. is a co-obligor (or guarantor, as appropriate) regarding the payment of principal and interest on JCP’s outstanding debt securities. The guarantee of certain of JCP’s outstanding debt securities by J. C. Penney Company, Inc. is full and unconditional.

These unaudited Interim Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and in accordance with the rules and regulations of the Securities and Exchange Commission (SEC). The accompanying unaudited Interim Consolidated Financial Statements, in our opinion, include all material adjustments necessary for a fair presentation and should be read in conjunction with the audited Consolidated Financial Statements and notes thereto in our Annual Report on Form 10-K for the fiscal year ended February 2, 2013 (2012 Form 10-K). We follow substantially the same accounting policies to prepare quarterly financial statements as are followed in preparing annual financial statements. A description of such significant accounting policies is included in the 2012 Form 10-K. The February 2, 2013 financial information was derived from the audited Consolidated Financial Statements, with related footnotes, included in the 2012 Form 10-K. Because of the seasonal nature of the retail business, operating results for interim periods are not necessarily indicative of the results that may be expected for the full year.

Fiscal Year

Our fiscal year ends on the Saturday closest to January 31. As used herein, “three months ended August 3, 2013” and “three months ended July 28, 2012” refer to the 13-week periods ended August 3, 2013 and July 28, 2012, respectively. “Six months ended August 3, 2013” or “2013 first half,” and “six months ended July 28, 2012,” or “2012 first half,” refer to the 26-week periods ended August 3, 2013 and July 28, 2012, respectively. Fiscal year 2013 contains 52 weeks and fiscal year 2012 contained 53 weeks.

Basis of Consolidation

All significant intercompany transactions and balances have been eliminated in consolidation. Certain reclassifications were made to prior period amounts to conform to the current period presentation. None of the reclassifications affected our net income/(loss) in any period.

Use of Estimates and Assumptions

The preparation of unaudited Interim Consolidated Financial Statements, in conformity with GAAP, requires us to make assumptions and use estimates that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to: inventory valuation under the retail method; valuation of long-lived assets and indefinite-lived intangible assets for impairments; estimation of reserves and valuation allowances specifically related to closed stores, insurance, income taxes, litigation and environmental contingencies and pension accounting. While actual results could differ from these estimates, we do not expect the differences, if any, to have a material effect on the unaudited Interim Consolidated Financial Statements.

7

2. Earnings/(Loss) per Share

Net income/(loss) and shares used to compute basic and diluted earnings/(loss) per share (EPS) are reconciled below:

	Three Months Ended						Six Months Ended
(in millions, except per share data)	August 3, 2013			July 28, 2012			August 3, 2013			July 28, 2012
Earnings/(loss)
Net income/(loss)	$	(586	)	$	(147	)	$	(934	)	$	(310	)
Shares
Weighted average common shares outstanding (basic shares)		220.6			219.3			220.2			218.9
Adjustment for assumed dilution:
Stock options, restricted stock awards and warrant		-			-			-			-
Weighted average shares assuming dilution (diluted shares)		220.6			219.3			220.2			218.9
EPS
Basic	$	(2.66	)	$	(0.67	)	$	(4.24	)	$	(1.42	)
Diluted	$	(2.66	)	$	(0.67	)	$	(4.24	)	$	(1.42	)

The following average potential shares of common stock were excluded from the diluted EPS calculation because their effect would have been anti-dilutive:

	Three Months Ended				Six Months Ended
(Shares in millions)	August 3, 2013		July 28, 2012		August 3, 2013		July 28, 2012
Stock options, restricted stock awards and warrant		25.0		25.7		25.0		25.4

3. Credit Facility

On February 8, 2013, J. C. Penney Company, Inc., JCP and J. C. Penney Purchasing Corporation (Purchasing) entered into an amended and restated revolving credit agreement in the amount up to $1,850 million (2013 Credit Facility), which replaces the Company’s prior credit agreement entered into in January 2012, with largely the same syndicate of lenders under the previous agreement, with JPMorgan Chase Bank, N.A., as administrative agent. The 2013 Credit Facility matures on April 29, 2016, increases the letter of credit sublimit to $750 million from $500 million and provides an accordion feature that could potentially increase the size of the facility by an additional amount not to exceed $400 million.

The 2013 Credit Facility is an asset-based revolving credit facility and is secured by a perfected first-priority security interest in substantially all of our eligible credit card receivables, accounts receivable and inventory. The 2013 Credit Facility is available for general corporate purposes, including the issuance of letters of credit. Pricing under the 2013 Credit Facility is tiered based on JCP’s senior unsecured long-term credit ratings issued by Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services. JCP’s obligations under the 2013 Credit Facility are guaranteed by J. C. Penney Company, Inc.

Availability under the 2013 Credit Facility is limited to a borrowing base which allows us to borrow up to 85% of eligible accounts receivable, plus 90% of eligible credit card receivables, plus 85% of the liquidation value of our inventory, net of certain reserves. Letters of credit reduce the amount available to borrow by their face value. In the event that availability under the 2013 Credit Facility is at any time less than the greater of (1) $125 million or (2) 10% of the lesser of the total facility or the borrowing base then in effect, for a period of at least 30 days, the Company will be subject to a fixed charge coverage ratio covenant of 1.0 to 1.0 which is calculated as of the last day of the quarter and measured on a trailing four-quarter basis.

On April 12, 2013, we borrowed $850 million under the 2013 Credit Facility. A portion of the borrowing bears interest at a rate of LIBOR plus 3.0% with the remaining portion bearing interest at a base rate (as defined in the 2013 Credit Facility) plus 2.0% per annum. As of the end of the second quarter of 2013, all of the borrowing remains outstanding. As of the end of the second quarter of 2013, we had $503 million in standby and import letters of credit outstanding under the 2013 Credit Facility, the majority of which are standby letters of credit that support our merchandise initiatives and workers’ compensation. None of the standby or import letters of credit have been drawn on. The applicable rate for standby and import letters of credit was 3.00% and 1.50%, respectively, while the required commitment fee was 0.50% for the unused portion of the 2013 Credit Facility. As of the end of the second quarter of 2013, we had $497 million available for future borrowing, of which $312 million is currently accessible due to the limitation of the fixed charge coverage ratio.

8

4. Long-Term Debt

Tender Offer

On April 30, 2013 we announced the commencement of a cash tender offer (Tender Offer) and consent solicitation for our 7.125% Debentures Due 2023 (Notes) for total consideration consisting of an amount equal to $1,350 per $1,000 principal amount of Notes, including a consent payment in the amount equal to $50 per $1,000 principal amount of Notes. We solicited consents to effect certain proposed amendments to the indenture, as amended and supplemented, governing the Notes (the Indenture) that would eliminate most of the restrictive covenants and certain events of default and other provisions in the Indenture (Proposed Amendments).

On May 14, 2013, we announced that we had amended our previously announced Tender Offer (Amended Tender Offer) and related solicitation of consents to extend the expiration date of the consent solicitation and to increase the tender consideration. The Amended Tender Offer increased the total consideration from $1,350 to $1,450 per $1,000 principal amount of the Notes (Amended Tender Offer Consideration); extended the expiration date of the consent solicitation from May 13, 2013 to May 20, 2013 (Consent Expiration) and extended the expiration of the tender offer from May 28, 2013 to June 4, 2013 (Expiration Time).

Holders that validly tendered their Notes prior to the Consent Expiration, as extended, received the Amended Tender Offer Consideration. Holders that validly tendered their Notes after the Consent Expiration, as extended, but prior to the Expiration Time, as extended, received only the tender offer consideration of $1,400 per $1,000 principal amount of the Notes (Tender Offer Consideration). Holders whose Notes were accepted for purchase in the Amended Tender Offer also received accrued and unpaid interest to, but not including, the applicable payment date for the Notes. On May 22, 2013, we accepted for purchase $243 million in aggregate principal amount of the Notes, representing 95.41% of the outstanding principal amount, for aggregate Amended Tender Offer Consideration of $352 million. On June 5, 2013, we accepted for purchase an additional $2 million in aggregate principal amount of the Notes, for aggregate Tender Offer Consideration of $3 million. The Tender Offer resulted in a loss on the extinguishment of debt of $114 million which includes the premium paid over face value of the Notes of $110 million, reacquisition costs of $2 million and the write-off of unamortized debt issue costs of $2 million. As a result of receiving the requisite consent of the Holders of at least 66²/₃% of aggregate principal amount of Notes outstanding, the Proposed Amendments were approved and became operative.

Term Loan Facility

On May 22, 2013, we entered into a new $2.25 billion five-year senior secured term loan facility (2013 Term Loan Facility). The 2013 Term Loan Facility is guaranteed by J. C. Penney Company, Inc. and certain subsidiaries of JCP, and is secured by mortgages on certain real estate of JCP and the guarantors, in addition to substantially all other assets of JCP and the guarantors. Proceeds of the 2013 Term Loan Facility were used to fund the Amended Tender Offer and will be used to fund ongoing working capital requirements and general corporate purposes.

5. Fair Value Disclosures

In determining fair value, the accounting standards establish a three-level hierarchy for inputs used in measuring fair value, as follows:

Level 1 — Quoted prices in active markets for identical assets or liabilities.

Level 2 — Significant observable inputs other than quoted prices in active markets for similar assets and liabilities, such as quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 — Significant unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants.

REIT Assets Measured on a Recurring Basis

The market value of our investment in public REIT assets are accounted for as available-for-sale securities and are carried at fair value on an ongoing basis in Other assets in the unaudited Interim Consolidated Balance Sheets. We determined the fair value of our investments in REITs using quoted market prices. There were no transfers in or out of any levels during any period presented. Our REIT assets measured at fair value on a recurring basis are as follows:

			REIT Assets at Fair Value
($ in millions)	Cost Basis		Quoted Prices in Active Markets of Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
August 3, 2013	$	7	$	33	$	-	$	-
July 28, 2012		34		71		-		-
February 2, 2013		7		33		-		-

9

Other Financial Instruments

Carrying values and fair values of financial instruments that are not carried at fair value in the Consolidated Balance Sheets are as follows:

	August 3, 2013				July 28, 2012				February 2, 2013
	Carrying		Fair		Carrying		Fair		Carrying		Fair
($ in millions)	Amount		Value		Amount		Value		Amount		Value
Long-term debt, including current maturities	$	4,873	$	4,272	$	3,098	$	2,651	$	2,868	$	2,456
Cost investment		36		-		36		-		36		-

The fair value of long-term debt is estimated by obtaining quotes from brokers or is based on current rates offered for similar debt. The cost investment is for equity securities that are not registered and freely tradable shares and their fair values are not readily determinable; however, we believe the carrying value approximates or is less than the fair value.

As of August 3, 2013, July 28, 2012 and February 2, 2013, the fair values of cash and cash equivalents and accounts payable approximate their carrying values due to the short-term nature of these instruments. In addition, the fair values of short-term borrowings, capital lease commitments and the note payable approximate their carrying values. These items have been excluded from the table above.

Concentrations of Credit Risk

We have no significant concentrations of credit risk.

6. Stockholders’ Equity

The following table shows the change in the components of stockholders’ equity for the six months ended August 3, 2013:

	Number						Reinvested			Accumulated
	of				Additional		Earnings/			Other			Total
	Common		Common		Paid-in		(Accumulated			Comprehensive			Stockholders’
(in millions)	Shares		Stock		Capital		Deficit)			Income/(Loss)			Equity
February 2, 2013		219.3	$	110	$	3,799	$	380		$	(1,118	)	$	3,171
Net income/(loss)		-		-		-		(934	)		-			(934	)
Other comprehensive income/(loss)		-		-		-		-			54			54
Stock-based compensation		1.1		-		29		-			-			29
August 3, 2013		220.4	$	110	$	3,828	$	(554	)	$	(1,064	)	$	2,320

10

The tax effects allocated to each component of other comprehensive income/(loss) are as follows:

	Three Months Ended
	August 3, 2013									July 28, 2012
				Income									Income
				Tax									Tax
	Gross			(Expense)/			Net			Gross			(Expense)/			Net
($ in millions)	Amount			Benefit			Amount			Amount			Benefit			Amount
REITs
Unrealized gain/(loss)	$	(4	)	$	1		$	(3	)	$	8		$	(2	)	$	6
Reclassification adjustment for realized (gain)/loss		-			-			-			(270	)(1)		96			(174	)
Retirement benefit plans
Reclassification for amortization of net actuarial loss/(gain)		44			(17	)		27			63			(26	)		37
Reclassification for amortization of prior service cost/(credit)		-			-			-			(3	)		1			(2	)
Total	$	40		$	(16	)	$	24		$	(202	)	$	69		$	(133	)

	Six Months Ended
	August 3, 2013									July 28, 2012
				Income									Income
				Tax									Tax
	Gross			(Expense)/			Net			Gross			(Expense)/			Net
($ in millions)	Amount			Benefit			Amount			Amount			Benefit			Amount
REITs
Unrealized gain/(loss)	$	-		$	-		$	-		$	51		$	(18	)	$	33
Reclassification adjustment for realized (gain)/loss		-			-			-			(270	)(1)		96			(174	)
Retirement benefit plans
Reclassification for amortization of net actuarial loss/(gain)		88			(33	)		55			127			(50	)		77
Reclassification for amortization of prior service cost/(credit)		(1	)		-			(1	)		(7	)		3			(4	)
Total	$	87		$	(33	)	$	54		$	(99	)	$	31		$	(68	)

(1) The reclassification adjustment for the Simon Property Group, L.P. (SPG) units was calculated by using the closing fair market value per SPG unit of $158.13 on July 19, 2012 for the two million REIT units that were redeemed on July 20, 2012. The REIT units were redeemed at a price of $124.00 per unit (see Note 10).

The following table shows the changes in accumulated other comprehensive income/(loss) balances for the six months ended August 3, 2013:

	Unrealized								Accumulated Other
	Gain/(Loss)		Net Actuarial			Prior Service			Comprehensive
($ in millions)	on REITs		Gain/(Loss)			Credit/(Cost)			Income/(Loss)
February 2, 2013	$	17	$	(1,121	)	$	(14	)	$	(1,118	)
Amounts reclassified from accumulated other comprehensive income		-		55			(1	)		54
Net current-period other comprehensive income		-		55			(1	)		54
August 3, 2013	$	17	$	(1,066	)	$	(15	)	$	(1,064	)

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Reclassifications out of accumulated other comprehensive income/(loss) are as follows:

	Amount Reclassified from Accumulated Other Comprehensive Income/(Loss)												Line Item in the Unaudited Consolidated Statements of Operations
	Three Months Ended						Six Months Ended
	August 3,			July 28,			August 3,			July 28,
($ in millions)	2013			2012			2013			2012
Realized (gain)/loss on REITs
Redemption of SPG REIT units	$	-		$	(270	)	$	-		$	(270	)	Real estate and other, net
Tax (expense)/benefit		-			96			-			96		Income tax expense/(benefit)
Total, net of tax		-			(174	)		-			(174	)
Amortization of retirement benefit plans
Actuarial loss/(gain)(1)		44			63			88			127		Pension
Prior service cost/(credit)(1)		2			-			3			-		Pension
Prior service cost/(credit)(1)		(2	)		(3	)		(4	)		(7	)	SG&A
Tax (expense)/benefit		(17	)		(25	)		(33	)		(47	)	Income tax expense/(benefit)
Total, net of tax		27			35			54			73
Total reclassifications	$	27		$	(139	)	$	54		$	(101	)

(1) These accumulated other comprehensive components are included in the computation of net periodic benefits expense/(income). See Note 8 for additional details.

7. Stock-Based Compensation

We grant stock-based compensation awards to employees and non-employee directors under our equity compensation plan. On May 18, 2012, our stockholders approved the J. C. Penney Company, Inc. 2012 Long-Term Incentive Plan (2012 Plan), reserving 7 million shares for future grants (1.5 million newly authorized shares plus up to 5.5 million reserved but unissued shares from our prior 2009 Long-Term Incentive Plan (2009 Plan)). In addition, shares underlying any outstanding stock award or stock option grant cancelled prior to vesting or exercise become available for use under the 2012 Plan. The 2009 Plan terminated on May 18, 2012, except for outstanding awards, and all subsequent awards have been granted under the 2012 Plan. As of August 3, 2013, there were approximately 5 million shares of stock available for future grant under the 2012 Plan.

On March 4, 2013, we granted off-cycle awards to employees consisting of approximately 70,000 stock options at an option price of $16.74 and a fair value of $7.88 per option and approximately 94,000 time-based restricted stock units (RSU’s) with a fair value of $16.74 per RSU award.

On April 3, 2013, we made an annual grant to employees consisting of approximately 3.3 million stock options at an option price of $14.43 and a fair value of $7.07 per option, approximately 621,000 RSU’s with a fair value of $14.43 per RSU award and approximately 998,000 performance-based restricted stock units (PBRSU’s) with a fair value of $14.43 per PBRSU award. The number of PBRSU’s that ultimately vest is dependent on the achievement of a 2013 internal profitability target (performance condition).

During the second quarter of 2013, we granted approximately 74,000 stock options to employees at an option price of $18.98 and a fair value of $9.35 per option. Additionally, we granted approximately 77,000 time-based RSUs to employees with a fair value of $18.98 per RSU award as well as 64,000 RSUs to directors with a fair value of $18.72 per RSU award.

The following table presents total stock-based compensation costs by line item in the unaudited Interim Consolidated Statements of Operations:

	Three Months Ended				Six Months Ended
	August 3,		July 28,		August 3,		July 28,
($ in millions)	2013		2012		2013		2012
SG&A	$	10	$	13	$	14	$	24
Cost of goods sold		1		1		2		2
Restructuring and management transition (Note 9)		7		-		16		9
Total stock-based compensation	$	18	$	14	$	32	$	35

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8. Retirement Benefit Plans

The components of net periodic benefit expense/(income) for our non-contributory qualified defined benefit pension plan (Primary Pension Plan), non-contributory supplemental pension plans and contributory postretirement health and welfare plan are as follows:

	Three Months Ended						Six Months Ended
($ in millions)	August 3,			July 28,			August 3,			July 28,
Primary Pension Plan	2013			2012			2013			2012
Service cost	$	19		$	23		$	39		$	46
Interest cost		51			62			102			124
Expected return on plan assets		(85	)		(95	)		(170	)		(189	)
Amortization of actuarial loss/(gain)		38			58			76			116
Amortization of prior service cost/(credit)		2			-			3			-
Net periodic benefit expense/(income)	$	25		$	48		$	50		$	97
Supplemental Pension Plans
Service cost	$	-		$	1		$	-		$	1
Interest cost		3			4			6			7
Amortization of actuarial loss/(gain)		6			5			12			11
Amortization of prior service cost/(credit)		-			-			-			-
Net periodic benefit expense/(income)	$	9		$	10		$	18		$	19
Primary and Supplemental Pension Plans Total
Service cost	$	19		$	24		$	39		$	47
Interest cost		54			66			108			131
Expected return on plan assets		(85	)		(95	)		(170	)		(189	)
Amortization of actuarial loss/(gain)		44			63			88			127
Amortization of prior service cost/(credit)		2			-			3			-
Net periodic benefit expense/(income)	$	34		$	58		$	68		$	116
Postretirement Health and Welfare Plan
Service cost	$	-		$	-		$	-		$	-
Interest cost		-			1			-			1
Amortization of actuarial loss/(gain)		-			-			-			-
Amortization of prior service cost/(credit)		(2	)		(3	)		(4	)		(7	)
Net periodic benefit expense/(income)	$	(2	)	$	(2	)	$	(4	)	$	(6	)
Retirement Benefit Plans Total
Service cost	$	19		$	24		$	39		$	47
Interest cost		54			67			108			132
Expected return on plan assets		(85	)		(95	)		(170	)		(189	)
Amortization of actuarial loss/(gain)		44			63			88			127
Amortization of prior service cost/(credit)		-			(3	)		(1	)		(7	)
Net periodic benefit expense/(income)	$	32		$	56		$	64		$	110

Net periodic benefit expense/(income) for our noncontributory postretirement health and welfare plan is predominantly included in SG&A expense in the unaudited Consolidated Statements of Operations.

Defined Contribution Plans

Our defined contribution plans include a qualified Savings, Profit-Sharing and Stock Ownership Plan (401(k) plan), which includes a non-contributory retirement account, and a non-qualified contributory unfunded mirror savings plan offered to certain members of management. Total expense for our defined contribution plans for the second quarters of 2013 and 2012 was $12 million and $14 million, respectively, and was predominantly included in SG&A expenses in the unaudited Consolidated Statements of Operations. Total expense for the first six months of 2013 and 2012 was $26 million and $30 million, respectively.

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9. Restructuring and Management Transition

The composition of restructuring and management transition charges was as follows:

	Three Months Ended				Six Months Ended				Cumulative Amount Through August 3, 2013
	August 3,		July 28,		August 3,		July 28,
($ in millions)	2013		2012		2013		2012
Supply chain	$	-	$	10	$	-	$	16	$	60
Home office and stores		4		56		32		101		186
Software and systems		-		36		-		36		36
Store fixtures		17		42		45		42		123
Management transition		13		10		29		30		200
Other		13		5		13		10		61
Total	$	47	$	159	$	119	$	235	$	666

Supply chain

As a result of consolidating and streamlining our supply chain organization as part of a restructuring program that began in 2011, during the three and six months ended July 28, 2012 we recorded charges of $10 million and $16 million, respectively, related to increased depreciation, termination benefits and unit closing costs. This restructuring activity was completed during the third quarter of 2012.

Home office and stores

During the three months ended August 3, 2013 and July 28, 2012, we recorded $4 million and $56 million, respectively, of charges associated with employee termination benefits for actions to reduce our store and home office expenses. During the six months ended August 3, 2013 and July 28, 2012, we recorded charges of $32 million and $101 million, respectively.

Software and systems

During the three and six months ended July 28, 2012, we recorded a charge of $36 million related to the disposal of software and systems that based on our evaluation no longer supported our then current strategy. Included in this amount is $3 million of consulting fees related to that evaluation.

Store fixtures

During the three months ended August 3, 2013, we recorded $1 million of charges for the write-off of store fixtures related to the renovations in our home department and $16 million of increased depreciation as a result of shortening the useful lives of fixtures in our department stores that were replaced during the first half of 2013 or are expected to be replaced during 2013.

During the six months ended August 3, 2013, we recorded $7 million of charges for the write-off of store fixtures related to the renovations in our home department and $29 million of increased depreciation as a result of shortening the useful lives of fixtures in our department stores that were replaced during the first half of 2013 or are expected to be replaced during 2013. In addition, during the six months ended August 3, 2013, we recorded $9 million of charges for the impairment of certain store fixtures related to our former shops strategy that were used in our prototype department store.

During the three and six months ended July 28, 2012, we recorded $42 million of charges related to the replacement of store fixtures in connection with the launch of our first 10 attractions in August and September of 2012.

Management transition

During the three months ended August 3, 2013 and July 28, 2012, we implemented several changes within our management leadership team that resulted in management transition costs of $13 million and $10 million, respectively, for both incoming and outgoing members of management. During the six months ended August 3, 2013 and July 28, 2012, we recorded management transition charges of $29 million and $30 million, respectively.

Other

During the three months ended August 3, 2013 and July 28, 2012, we recorded $13 million and $5 million, respectively, of miscellaneous restructuring charges. During the six months ended August 3, 2013 and July 28, 2012, we recorded $13 million and $10 million, respectively, of miscellaneous restructuring charges. The charges during the second quarter of 2013 were related to contract termination costs associated with our previous marketing and shops strategy. The charges in the first quarter of 2012 were primarily related to the exit of our specialty websites CLAD^TM and Gifting Grace^TM and the charges in the second quarter of 2012 were primarily related to costs associated with the closing of our Pittsburgh, Pennsylvania customer call center.

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Activity for the restructuring and management transition liability for the six months ended August 3, 2013 was as follows:

($ in millions)	Supply Chain			Home Office and Stores			Store Fixtures			Management Transition			Other			Total
February 2, 2013	$	2		$	4		$	-		$	-		$	12		$	18
Charges		-			32			45			29			13			119
Cash payments		(2	)		(27	)		-			(11	)		(1	)		(41	)
Non-cash		-			(1	)		(45	)		(15	)		-			(61	)
August 3, 2013	$	-		$	8		$	-		$	3		$	24		$	35

Non-cash amounts represent charges that do not result in cash expenditures including increased depreciation, write-off of store fixtures and stock-based compensation expense for accelerated vesting related to terminations.

10. Real Estate and Other, Net

Real estate and other consists of ongoing operating income from our real estate subsidiaries whose investments are in REITs, as well as investments in joint ventures that own regional mall properties. Real estate and other also includes net gains from the sale of facilities and equipment that are no longer used in operations, asset impairments and other non-operating charges and credits. The composition of real estate and other, net was as follows:

	Three Months Ended						Six Months Ended
($ in millions)	August 3, 2013			July 28, 2012			August 3, 2013			July 28, 2012
Gain on sale or redemption of non-operating assets, net:
Redemption of SPG REIT units	$	-		$	(200	)	$	-		$	(200	)
Sale of investment in joint venture		(62	)		-			(62	)		-
Net gain on sale or redemption of non-operating assets		(62	)		(200	)		(62	)		(200	)
Dividend income from REITs		-			(2	)		-			(5	)
Investment income from joint ventures		(2	)		(3	)		(4	)		(6	)
Gain on sale of operating assets		(2	)		-			(18	)		-
Other		(2	)		(3	)		(6	)		(4	)
Real estate and other (income)/expense, net	$	(68	)	$	(208	)	$	(90	)	$	(215	)

REIT Assets

On July 20, 2012, SPG redeemed two million of our REIT units at a price of $124.00 per unit for a total redemption price of $246 million, net of fees. As of the market close on July 19, 2012, the SPG REIT units had a fair market value of $158.13 per unit. In connection with the redemption, we realized a net gain of $200 million determined using the first-in-first-out method for determining the cost of REIT units sold. Following the transaction, we continue to hold approximately 205,000 REIT units in SPG.

Joint Venture

During the second quarter of 2013, we sold our investment in a joint venture that owns regional mall properties for $55 million, resulting in a net gain of $62 million. The gain exceeded the cash proceeds as a result of distributions of cash related to refinancing transactions in prior periods that were recorded as net reductions in the carrying amount of the investment. The net book value of the joint venture investment was a negative $7 million and was included in Other liabilities in the Consolidated Balance Sheets.

Operating Assets

During the first quarter of 2013, we sold our leasehold interest of a former department store location with a net book value of $2 million for net proceeds of $18 million, realizing a gain of $16 million. During the second quarter of 2013, we sold two properties, realizing a gain of $2 million.

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11. Income Taxes

For the three months ended August 3, 2013, we recorded our tax provision based on actual year-to-date results. For the three months ended May 4, 2013 and for the three and six months ended July 28, 2012, we determined the quarterly provision for income taxes using an estimated annual effective tax rate, which was based on our expected annual income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which we operate. The effective tax rate for the three months ended August 3, 2013 was (3.0)% as compared to (39.0)% for the three months ended July 28, 2012. The effective tax rate for the six months ended August 3, 2013 was (18.9)% compared to (40.7)% for the six months ended July 28, 2012. Our effective tax rate for the three and six months ended August 3, 2013 was negatively impacted by a $218 million increase to the tax valuation allowance for deferred tax assets during the second quarter of 2013.

In assessing the need for the valuation allowance, we considered both positive and negative evidence related to the likelihood of realization of the deferred tax assets. In the second quarter, our net deferred tax position, exclusive of any valuation allowance, changed from a net deferred tax liability to a net deferred tax asset. In addition, we heavily weighted the negative evidence of cumulative losses in recent periods and the positive evidence of future reversals of existing temporary differences. Although a sizable portion of our losses in recent years were the result of charges incurred for restructuring and other special items, even without these charges we still would have incurred significant losses. Accordingly, we considered our pattern of recent losses to be relevant to our analysis. Considering this pattern of recent losses and the uncertainties associated with projected future taxable income exclusive of reversing temporary differences, we gave no weight to projections showing future U.S. taxable income for purposes of assessing the need for a valuation allowance. As a result of our assessment, we concluded that our net deferred tax assets required a valuation allowance. Our estimate of the realization of deferred tax assets was based solely on future reversals of existing taxable temporary differences and tax planning strategies that we would make use of to accelerate taxable income to utilize expiring carryforwards.

Based on the weight of available evidence, we determined it was more likely than not that a portion of our deferred tax assets will not be realized, and accordingly, a valuation allowance of $298 million has been recorded against our deferred tax assets as of August 3, 2013. This resulted in an increase to the valuation allowance during the quarter ended August 3, 2013 of $218 million, of which $183 million relates to the increase in the deferred tax assets created for federal net operating loss carryforwards and $35 million relates to deferred tax assets created for state net operating loss carryforwards.

As a result of the valuation allowance, for the three months ended August 3, 2013, we recorded a net tax benefit of $18 million. The net tax benefit consists of a $9 million benefit related to our federal and state operating losses, a $17 million non-cash benefit relating to other comprehensive income, offset by state and foreign tax expenses of $6 million and $2 million of tax expense on the amortization of certain indefinite-lived intangible assets that were not available to offset existing deferred taxes. In accordance with accounting standards, we are required to allocate a portion of our tax provision between operating losses and accumulated other comprehensive income. Application of this guidance required the recognition of a non-cash income tax benefit of $17 million in operating results, offset by a $17 million charge to other comprehensive income for the quarter.

As of August 3, 2013, we have approximately $2.3 billion of net operating losses available for U.S. federal income tax purposes which expire in 2032 and 2033 for which a net deferred tax asset of $613 million has been recorded, net of a valuation allowance of $183 million. A net deferred tax asset of $53 million, net of a valuation allowance of $115 million, has been recorded for state net operating losses that expire at various dates through 2033.

12. Litigation, Other Contingencies and Guarantees

Litigation

Macy’s Litigation

On August 16, 2012, Macy’s, Inc. and Macy’s Merchandising Group, Inc. (together the Plaintiffs) filed suit against J. C. Penney Corporation, Inc. in the Supreme Court of the State of New York, County of New York, alleging that the Company tortiously interfered with, and engaged in unfair competition relating to a 2006 agreement between Macy’s and Martha Stewart Living Omnimedia, Inc. (MSLO) by entering into a partnership agreement with MSLO in December 2011. The Plaintiffs seek primarily to prevent the Company from implementing our partnership agreement with MSLO as it relates to products in the bedding, bath, kitchen and cookware categories. The suit was consolidated with an already-existing breach of contract lawsuit by the Plaintiffs against MSLO, and a bench trial commenced on February 20, 2013. On March 7, 2013, the judge adjourned the trial until April 8, 2013, and ordered the parties into mediation. The parties did not reach a settlement, and the trial continued on April 8, 2013. The parties concluded their presentations of evidence on April 26, 2013, and completed post-trial briefs in late May, 2013. The court held closing arguments on August 1, 2013. The court has not yet issued a final decision in the case. While no assurance can be given as to the ultimate outcome of this matter, we currently believe that the final resolution of this action will not have a material adverse effect on our results of operations, financial position, liquidity or capital resources.

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Other Legal Proceedings

We are subject to various legal and governmental proceedings involving routine litigation incidental to our business. Reserves have been established based on our best estimates of our potential liability in certain of these matters. These estimates have been developed in consultation with in-house and outside counsel. While no assurance can be given as to the ultimate outcome of these matters, management currently believes that the final resolution of these actions, individually or in the aggregate, will not have a material adverse effect on our results of operations, financial position, liquidity or capital resources.

Contingencies

As of August 3, 2013, we estimated our total potential environmental liabilities to range from $19 million to $25 million and recorded our best estimate of $20 million in other liabilities in the unaudited Consolidated Balance Sheet as of that date. This estimate covered potential liabilities primarily related to underground storage tanks, remediation of environmental conditions involving our former drugstore locations and asbestos removal in connection with approved plans to renovate or dispose of our facilities. We continue to assess required remediation and the adequacy of environmental reserves as new information becomes available and known conditions are further delineated. If we were to incur losses at the upper end of the estimated range, we do not believe that such losses would have a material adverse effect on our results of operations, financial position, liquidity or capital resources.

Guarantees

As of August 3, 2013, we had a guarantee totaling $20 million for the maximum exposure on insurance reserves established by a former subsidiary included in the sale of our Direct Marketing Services business.

In connection with the sale of the operations of our outlet stores, we assigned leases on 7 outlet store locations to the purchaser. In the event that the purchaser fails to make the required lease payments, we continue for a period of time to be liable for lease payments to each landlord of the 7 assigned leases. The purchaser’s obligations under the leases are guaranteed to us by certain principals and affiliates of the purchaser. We are currently engaged in discussions regarding restructuring the agreement. As of August 3, 2013, our maximum liability in connection with the assigned leases is $10 million.

In connection with the redemption of two million of our SPG REIT units, we agreed to make future capital contributions to SPG under certain circumstances. Capital contributions would be required only if (i) one or more unsecured senior notes or term loans of SPG are in default and (ii) the aggregate amount received and/or realized by the lenders with respect to such notes or loans upon the exhaustion of all other remedies available to them is less than the maximum amount of all capital contribution commitments of the Company and other parties with similar commitments. Our contribution obligation is subject to a maximum aggregate amount of $360 million, and is proportionate to our share of all similar commitments provided by the Company and other parties. Under certain circumstances, including the disposition of its remaining SPG REIT units, the Company can terminate its obligation. The possibility that we would be required to make a contribution is considered remote, and as such, no amount has been recorded in the unaudited Interim Consolidated Financial Statements.

13. Recently Issued Accounting Pronouncement

In July 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2013-11, Income Taxes (Topic 740) - Presentation of an Unrecognized Tax Benefit when a Net Operating Loss Carryforward or Tax Credit Carryforward Exists. This update provides that an entity’s unrecognized tax benefit, or a portion of its unrecognized tax benefit, should be presented in its financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, with one exception. That exception states that, to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position, or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This update applies prospectively to all entities that have unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. Retrospective application is also permitted. This update is effective for annual periods, and interim periods within those years, beginning after December 15, 2013. We do not anticipate the adoption to have a material impact on our consolidated results operations, cash flows or financial position.

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14. Subsequent Event

As authorized by our Company’s Board of Directors, the Company adopted a Rights Agreement, dated as of August 22, 2013 (Rights Agreement), by and between the Company and Computershare Inc., as Rights Agent. Pursuant to the terms of the Rights Agreement that expires on August 20, 2014, one preferred stock purchase right (a Right) was attached to each outstanding share of Common Stock of $0.50 par value of the Company (Common Stock) held by holders of record as of the close of business on September 3, 2013. Additionally, the Company will issue one Right with each new share of Common Stock issued. The Rights will initially trade with and be inseparable from our Common Stock and will not be evidenced by separate certificates unless they become exercisable.

Each Right entitles its holder to purchase from the Company 1/1000th of a share of a newly authorized series of participating preferred stock at an exercise price of $55.00, subject to adjustment in accordance with the terms of the Rights Agreement, once the Rights become exercisable. In general terms, under the Rights Agreement, the Rights become exercisable if any person or group acquires 10% or more of the Common Stock or, in the case of any person or group that owned 10% or more of the Common Stock as of August 22, 2013, upon the acquisition of any additional shares by such person or group. This does not include certain affiliates of Vornado Realty Trust so long as such party’s beneficial ownership is permitted under such party’s letter agreements with the Company. In addition, the Company, its subsidiaries, employee benefit plans of the Company or any of its subsidiaries, and any entity holding Common Stock for or pursuant to the terms of any such plan, are excepted. Upon exercise of the Right in accordance with the Rights Agreement, the holder would be able to purchase a number of shares of Common Stock from the Company having an aggregate market value (as defined in the Rights Agreement) equal to twice the then-current exercise price for an amount in cash equal to the then-current exercise price. The Rights will not prevent a takeover of our Company, but may cause substantial dilution to a person that acquires 10% or more of our Common Stock.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

J. C. Penney Company, Inc. is a holding company whose principal operating subsidiary is J. C. Penney Corporation, Inc. (JCP). JCP was incorporated in Delaware in 1924, and J. C. Penney Company, Inc. was incorporated in Delaware in 2002, when the holding company structure was implemented. The holding company has no independent assets or operations and no direct subsidiaries other than JCP. The holding company and its consolidated subsidiaries, including JCP, are collectively referred to in this quarterly report as “we,” “us,” “our,” “ourselves” or the “Company,” unless otherwise indicated.

The holding company is a co-obligor (or guarantor, as appropriate) regarding the payment of principal and interest on JCP’s outstanding debt securities. The guarantee of certain of JCP’s outstanding debt securities by the holding company is full and unconditional.

This discussion is intended to provide information that will assist the reader in understanding our financial statements, the changes in certain key items in those financial statements from period to period, and the primary factors that accounted for those changes, how operating results affect the financial condition and results of operations of our Company as a whole, as well as how certain accounting principles affect the financial statements. It should be read in conjunction with our consolidated financial statements as of February 2, 2013, and for the year then ended, and related Notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A), all contained in the Annual Report on Form 10-K for the fiscal year ended February 2, 2013 (2012 Form 10-K). Unless otherwise indicated, all references to earnings/(loss) per share (EPS) are on a diluted basis and all references to years relate to fiscal years rather than to calendar years.

Second Quarter Summary and Key Developments

¡ For the second quarter of 2013, sales were $2,663 million, a decrease of 11.9% as compared to the corresponding quarter in 2012. Comparable store sales decreased 11.9% for the second quarter of 2013. Sales through jcp.com decreased 2.2%, to $215 million.

¡ For the second quarter of 2013, gross margin as a percentage of sales was 29.6% compared to 33.2% in the same period last year. The decrease in gross margin as a percentage of sales was primarily due to a change in the merchandise sales mix, which includes a higher level of clearance merchandise sales during the quarter, compared to the same period last year.

¡ Selling, general and administrative (SG&A) expenses decreased $24 million, or 2.3%, for the second quarter of 2013 as compared to the corresponding quarter in 2012 as we continue to realize the benefits from our cost savings initiatives.

¡ During the quarter, we enhanced our liquidity by entering into a $2.25 billion senior secured term loan facility. In addition, we paid $355 million to complete a cash tender offer and consent solicitation with respect to substantially all of our outstanding 7.125% Debentures due 2023. In doing so, we also recognized a loss on extinguishment of debt of $114 million.

¡ In the second quarter of 2013, we recognized a tax benefit of $18 million reflecting a significant reduction in tax benefits typically recognized from federal and state loss carryforwards due to the recognition of a tax valuation allowance of $218 million during the quarter. This resulted in an effective tax rate of only (3.0)% for the second quarter compared to (39.0)% in the second quarter of 2012 and negatively impacted EPS by $0.99.

¡ For the second quarter of 2013, our net loss was $586 million, or $2.66 per share, compared to a net loss of $147 million, or $0.67 per share, for the corresponding prior year quarter. Results for this quarter included $47 million, or $0.21 per share, of restructuring and management transition charges, $25 million, or $0.04 per share, for the impact of our qualified defined benefit pension plan (Primary Pension Plan) expense, $114 million, or $0.52 per share for the loss on extinguishment of debt, and $62 million, or $0.28 per share, for the net gain on the sale of a non-operating asset.

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Results of Operations

	Three Months Ended						Six Months Ended
($ in millions, except EPS)	August 3, 2013			July 28, 2012			August 3, 2013			July 28, 2012
Total net sales	$	2,663		$	3,022		$	5,298		$	6,174
Percent increase/(decrease) from prior year		(11.9	)%		(22.6	)%		(14.2	)%		(21.3	)%
Comparable store sales increase/(decrease)(1)		(11.9	)%		(21.7	)%		(14.3	)%		(20.3	)%
Gross margin		787			1,004			1,599			2,190
Operating expenses/(income):
Selling, general and administrative		1,026			1,050			2,104			2,210
Primary pension plan		25			48			50			97
Supplemental pension plans		9			10			18			19
Total pension		34			58			68			116
Depreciation and amortization		143			128			279			253
Real estate and other, net		(68	)		(208	)		(90	)		(215	)
Restructuring and management transition		47			159			119			235
Total operating expenses		1,182			1,187			2,480			2,599
Operating income/(loss)		(395	)		(183	)		(881	)		(409	)
Adjusted operating income/(loss) (non-GAAP)(2)		(385	)		(74	)		(774	)		(122	)
Loss on extinguishment of debt		114			-			114			-
Net interest expense		95			58			156			114
Income/(loss) before income taxes		(604	)		(241	)		(1,151	)		(523	)
Income tax expense/(benefit)		(18	)		(94	)		(217	)		(213	)
Net income/(loss)	$	(586	)	$	(147	)	$	(934	)	$	(310	)
Adjusted net income/(loss) (non-GAAP)(2)	$	(477	)	$	(81	)	$	(766	)	$	(136	)
Diluted EPS	$	(2.66	)	$	(0.67	)	$	(4.24	)	$	(1.42	)
Adjusted diluted EPS (non-GAAP)(2)	$	(2.16	)	$	(0.37	)	$	(3.48	)	$	(0.62	)
Ratios as a percent of sales:
Gross margin		29.6	%		33.2	%		30.2	%		35.5	%
SG&A		38.5	%		34.7	%		39.7	%		35.8	%
Total operating expenses		44.4	%		39.3	%		46.8	%		42.1	%
Operating income/(loss)		(14.8	)%		(6.1	)%		(16.6	)%		(6.6	)%
Adjusted operating income/(loss) (non-GAAP)(2)		(14.5	)%		(2.4	)%		(14.6	)%		(2.0	)%

(1) Comparable store sales include sales from new and relocated stores that have been opened for 12 consecutive full fiscal months and Internet sales through jcp.com. Stores closed for an extended period are not included in comparable store sales calculations, while stores remodeled and minor expansions not requiring store closures remain in the calculations.

(2) See “Non-GAAP Financial Measures” below for a discussion of this non-GAAP measure and reconciliation to its most directly comparable GAAP financial measure and further information on its uses and limitations.

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Non-GAAP Financial Measures

We report our financial information in accordance with generally accepted accounting principles in the United States (GAAP). However, we present certain financial measures and ratios identified as non-GAAP under the rules of the Securities and Exchange Commission (SEC) to assess our results. We believe the presentation of these non-GAAP financial measures and ratios is useful in order to better understand our financial performance as well as to facilitate the comparison of our results to the results of our peer companies. In addition, management uses these non-GAAP financial measures and ratios to assess the results of our operations. It is important to view non-GAAP financial measures in addition to, rather than as a substitute for, those measures and ratios prepared in accordance with GAAP. We have provided reconciliations of the most directly comparable GAAP measures to our non-GAAP financial measures presented.

The following non-GAAP financial measures are adjusted to exclude the impact of markdowns related to the alignment of inventory with our 2012 strategy, restructuring and management transition charges, the impact of our Primary Pension Plan expense, the loss on extinguishment of debt and the net gain on the sale or redemption of non-operating assets. Unlike other operating expenses, markdowns related to the alignment of inventory with our 2012 strategy, restructuring and management transition charges, loss on extinguishment of debt and the net gain on the sale or redemption of non-operating assets are not directly related to our ongoing core business operations. Primary Pension Plan expense is determined using numerous complex assumptions about changes in pension assets and liabilities that are subject to factors beyond our control, such as market volatility. Accordingly, we eliminate our Primary Pension Plan expense in its entirety as we view all components of net periodic benefit expense as a single, net amount, consistent with its presentation in our Consolidated Financial Statements. We believe it is useful for investors to understand the impact of markdowns related to the alignment of inventory with our 2012 strategy, restructuring and management transition charges, the impact of our Primary Pension Plan expense, the loss on extinguishment of debt and the net gain on the sale or redemption of non-operating assets on our financial results and therefore are presenting the following non-GAAP financial measures: (1) adjusted operating income/(loss); (2) adjusted net income/(loss); and (3) adjusted diluted EPS.

Adjusted Operating Income/(Loss). The following table reconciles operating income/(loss), the most directly comparable GAAP financial measure, to adjusted operating income/(loss), a non-GAAP financial measure:

	Three Months Ended						Six Months Ended
($ in millions)	August 3, 2013			July 28, 2012			August 3, 2013			July 28, 2012
Operating income/(loss) (GAAP)	$	(395	)	$	(183	)	$	(881	)	$	(409	)
As a percent of sales		(14.8	)%		(6.1	)%		(16.6	)%		(6.6	)%
Add: markdowns - inventory strategy alignment		-			102			-			155
Add: restructuring and management transition charges		47			159			119			235
Add: primary pension plan expense		25			48			50			97
Less: net gain on sale or redemption of non-operating assets		(62	)		(200	)		(62	)		(200	)
Adjusted operating income/(loss) (non-GAAP)	$	(385	)	$	(74	)	$	(774	)	$	(122	)
As a percent of sales		(14.5	)%		(2.4	)%		(14.6	)%		(2.0	)%

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Adjusted Net Income/(Loss) and Adjusted Diluted EPS. The following table reconciles net income/(loss) and diluted EPS, the most directly comparable GAAP financial measures, to adjusted net income/(loss) and adjusted diluted EPS, non-GAAP financial measures:

	Three Months Ended						Six Months Ended
($ in millions, except per share data)	August 3, 2013			July 28, 2012			August 3, 2013			July 28, 2012
Net income/(loss) (GAAP)	$	(586	)	$	(147	)	$	(934	)	$	(310	)
Diluted EPS (GAAP)	$	(2.66	)	$	(0.67	)	$	(4.24	)	$	(1.42	)
Add: markdowns - inventory strategy alignment, net of tax of $-, $39, $- and $60		-			63	(1)		-			95	(1)
Add: restructuring and management transition charges, net of tax of $-, $61, $28 and $91		47	(2)		98	(1)		91	(2)		144	(1)
Add: primary pension plan expense, net of tax of $16, $19, $26 and $38		9	(3)		29	(1)		24	(3)		59	(1)
Add: loss on extinguishment of debt, net of tax of $-, $-, $- and $-		114	(2)		-			114	(2)		-
Less: net gain on sale or redemption of non-operating assets, net of tax of $1, $76, $1 and $76		(61	)(4)		(124	)(5)		(61	)(4)		(124	)(5)
Adjusted net income/(loss) (non-GAAP)	$	(477	)	$	(81	)	$	(766	)	$	(136	)
Adjusted diluted EPS (non-GAAP)	$	(2.16	)	$	(0.37	)	$	(3.48	)	$	(0.62	)

(1) Tax effect was calculated using the Company’s statutory rate of 38.82%.

(2) Reflects no tax effect due to the impact of the Company’s tax valuation allowance.

(3) Tax benefit for the three months ended August 3, 2013 is in accordance with the requirement that the Company’s net zero tax provision be allocated between its operating loss and accumulated other comprehensive income. For the three months ended May 3, 2013, tax effect was calculated using the Company’s statutory rate of 38.82%.

(4) Tax effect represents state taxes payable in separately filing states related to the sale of the non-operating asset.

(5) Tax effect was calculated using the effective tax rate for the transaction of 37.75%.

Total Net Sales

	Three Months Ended						Six Months Ended
($ in millions)	August 3, 2013			July 28, 2012			August 3, 2013			July 28, 2012
Total net sales	$	2,663		$	3,022		$	5,298		$	6,174
Sales percent increase/(decrease):
Total net sales		(11.9	)%		(22.6	)%		(14.2	)%		(21.3	)%
Comparable store sales		(11.9	)%		(21.7	)%		(14.3	)%		(20.3	)%

Total net sales decreased $359 million in the second quarter of 2013 compared to the second quarter of 2012. For the first six months of 2013, total net sales decreased $876 million from the same period last year. The following table provides the components of the net sales decrease:

	Three Months Ended			Six Months Ended
($ in millions)	August 3, 2013			August 3, 2013
Comparable store sales increase/(decrease)	$	(356	)	$	(878	)
New and closed stores, net		(3	)		2
Total net sales increase/(decrease)	$	(359	)	$	(876	)

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Store Count

The following table compares the number of stores and gross selling space for the second quarters and first halves of 2013 and 2012:

	Three Months Ended						Six Months Ended
	August 3, 2013			July 28, 2012			August 3, 2013			July 28, 2012
jcpenney department stores
Beginning of period		1,102			1,103			1,104			1,102
Stores opened		-			-			-			2
Closed stores		(7	)		(2	)		(9	)		(3	)
End of period(1)		1,095			1,101			1,095			1,101
The Foundry Big and Tall Supply Co.(2)		10			10			10			10

(1) Gross selling space was 111 million square feet as of August 3, 2013 and July 28, 2012.

(2) Gross selling space was 51 thousand square feet as of August 3, 2013 and July 28, 2012.

In the second quarter of 2013, comparable store sales decreased 11.9%. Internet sales decreased 2.2%, to $215 million. Total net sales decreased 11.9% to $2,663 million compared with $3,022 million in last year’s second quarter. For the first six months of 2013, comparable store sales decreased 14.3% while comparable stores sales in last year’s first six months decreased 20.3%. Internet sales decreased 12.5%, to $432 million. Total net sales decreased 14.2% to $5,298 million compared with $6,174 million last year.

Based on a sample of our mall and off-mall stores, our store traffic and conversion rate decreased in the quarter compared to the second quarter last year. The number of store transactions and the total number of units decreased while the average number of units per transaction increased in the quarter as compared to the prior year corresponding period. The decline in sales is primarily related to the change in our pricing strategy at the beginning of 2012 that focused on everyday low prices and substantially eliminated promotional activities. During the first quarter of 2013, we began the process of returning the majority of our business to a promotional model.

Internet sales experienced less of a decline during the quarter as compared to our stores primarily as a result of better in-stock merchandise positions, improvements in site performance and a favorable response to our promotional activity.

All geographic regions and merchandise divisions experienced comparable store sales declines for the second quarter of 2013 compared to the prior year corresponding period. The home division experienced the largest decline, which includes the lengthy renovation and re-merchandising of our home department that was substantially complete by the end of the second quarter of 2013.

Private brands, including exclusive brands found only at jcpenney, decreased to 49% of total merchandise sales for the second quarter of 2013, compared to 56% in last year’s second quarter. This decrease is primarily attributed to a decline in sales from our private brands as a result of the discontinuation of some of our private label offerings during 2012. During the first half of 2013, we began to reintroduce some of our private brands that had been discontinued.

The strategy we introduced in 2012 emphasized national brands in a shops presentation and introduced new merchandise brands. This re-merchandising effort has not resonated well with our customers so we are editing our existing merchandise assortments and undertaking several merchandise initiatives to make assortments more compelling to customers and to reflect the reintroduction of some of our private brands. The largest implementation of our former strategy was in the home department. These changes also did not resonate with our customers. As a result, we are making adjustments to our home merchandise assortments to present a better balance between traditional and modern home furnishings, a more balanced selection of good, better and best price points across key items, and merchandise arranged by category rather than brand.

Gross Margin

Gross margin for the second quarter of 2013 was $787 million, a decrease of $217 million compared to $1,004 million in the second quarter of 2012. Gross margin as a percentage of sales in the second quarter of 2013 was 29.6% compared to 33.2% in the second quarter of 2012. The 360 basis point decrease resulted from the following:

¡ change in merchandise sales mix, including a higher level of clearance merchandise sales (-360 basis points);

¡ re-ticketing costs as a result of moving back to a promotional strategy on selected merchandise (-27 basis points);

¡ higher levels of markdowns and inventory reserves (-33 basis points);

¡ improved merchandise and distribution costs (+47 basis points);

¡ increased vendor cost concessions (+9 basis points); and

¡ net change in other miscellaneous items (+4 basis points).

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Gross margin for the six months ended August 3, 2013 was $1,599 million, a decrease of $591 million compared to $2,190 million for the six months ended July 28, 2012. Gross margin as a percentage of sales for the six months ended August 3, 2013 was 30.2% compared to 35.5% for the six months ended July 28, 2012. The 530 basis point decrease resulted from the following:

¡ change in merchandise sales mix, including a higher level of clearance merchandise sales (-410 basis points);

¡ re-ticketing costs as a result of moving back to a promotional strategy on selected merchandise (-52 basis points);

¡ higher levels of markdowns and inventory reserves (-49 basis points);

¡ reduced vendor cost concessions (-21 basis points); and

¡ net change in other miscellaneous items (+2 basis points).

SG&A Expenses

For the three months ended August 3, 2013, SG&A expenses were $24 million lower compared to the three months ended July 28, 2012. As a percent of sales, SG&A expenses increased to 38.5% compared to 34.7% in the second quarter of 2012, as we were not able to fully leverage our expense reductions against lower sales. The net $24 million decrease primarily resulted from the following:

¡ increased income from the jcpenney private label credit card activities, which is recorded as a reduction of our SG&A expenses (-$13 million);

¡ savings from lower utilities (-$11 million);

¡ savings from general store expense, support costs and rent (-$15 million);

¡ increased advertising expenses (+$33 million); and

¡ net decrease in other miscellaneous items (-$18 million).

For the six months ended August 3, 2013, SG&A expenses were $106 million lower compared to the six months ended July 28, 2012. As a percent of sales, SG&A expenses increased to 39.7% compared to 35.8% in the second quarter of 2012, as we were not able to fully leverage our expense reductions against lower sales. The net $106 million decrease primarily resulted from the following:

¡ reduced salaries and related benefits, including lower incentive compensation (-$31 million);

¡ increased income from the jcpenney private label credit card activities, which is recorded as a reduction of our SG&A expenses (-$37 million);

¡ savings from lower utilities (-$30 million);

¡ increased advertising expenses (+$24 million);

¡ savings from general store expense, support costs and rent (-$17 million); and

¡ net decrease in other miscellaneous items (-$15 million).

Pension Expense

	Three Months Ended				Six Months Ended
($ in millions)	August 3, 2013		July 28, 2012		August 3, 2013		July 28, 2012
Primary Pension Plan	$	25	$	48	$	50	$	97
Supplemental pension plans		9		10		18		19
Total pension expense	$	34	$	58	$	68	$	116

Total pension expense, which consists of our Primary Pension Plan expense and our supplemental pension plans expense, is based on our 2012 year-end measurement of pension plan assets and benefit obligations. Primary Pension Plan expense for the period decreased $23 million, to $25 million compared with $48 million in the second quarter of 2012. The decrease in Primary Pension Plan expense for 2013 is a result of lower amortization of our actuarial loss due to certain lump-sum settlements in 2012, lower service cost due to a decrease in the number of participants accruing benefits and strong asset performance in 2012. These decreases were partially offset by an approximately 60 basis point decrease in our discount rate and a 50 basis point decrease in our assumed expected return on assets. During the three months ended August 3, 2013 and July 28, 2012, supplemental pension plans expense was $9 million and $10 million, respectively. For the first six months of 2013, our Primary Pension Plan expense decreased $47 million to $50 million and our supplemental pension plans expense decreased $1 million to $18 million.

Depreciation and Amortization Expense

Depreciation and amortization expense in the second quarter of 2013 increased $15 million to $143 million from $128 million for the comparable 2012 period. For the first six months of 2013, depreciation and amortization increased $26 million to $279 million from $253 million last year. This increase is a result of our investment and replacement of store fixtures in connection with the implementation of our former shops strategy. Depreciation and amortization expense for the three and six months ended August 3, 2013 excludes $16 million and $29 million, respectively, of increased depreciation as a result of shortening the useful lives of store fixtures in our department stores that were replaced during the quarter or are expected to be replaced during 2013 with the build out of our home department and other attractions. This amount is included in the line Restructuring and Management Transition in the interim Unaudited Consolidated Statements of Operations.

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Restructuring and Management Transition

The composition of restructuring and management transition charges was as follows:

	Three Months Ended				Six Months Ended
($ in millions)	August 3, 2013		July 28, 2012		August 3, 2013		July 28, 2012
Supply chain	$	-	$	10	$	-	$	16
Home office and stores		4		56		32		101
Software and systems		-		36		-		36
Store fixtures		17		42		45		42
Management transition		13		10		29		30
Other		13		5		13		10
Total	$	47	$	159	$	119	$	235

Supply chain

As a result of consolidating and streamlining our supply chain organization as part of a restructuring program that began in 2011, during the three and six months ended July 28, 2012 we recorded charges of $10 million and $16 million, respectively, related to increased depreciation, termination benefits and unit closing costs. This restructuring activity was completed during the third quarter of 2012.

Home office and stores

During the three months ended August 3, 2013 and July 28, 2012, we recorded $4 million and $56 million, respectively, of charges associated with employee termination benefits for actions to reduce our store and home office expenses. During the six months ended August 3, 2013 and July 28, 2012, we recorded charges of $32 million and $101 million, respectively.

Software and systems

During the three and six months ended July 28, 2012, we recorded a charge of $36 million related to the disposal of software and systems that based on our evaluation no longer supported our then current strategy. Included in this amount is $3 million of consulting fees related to that evaluation.

Store fixtures

During the three months ended August 3, 2013, we recorded $1 million of charges for the write-off of store fixtures related to the renovations in our home department and $16 million of increased depreciation as a result of shortening the useful lives of fixtures in our department stores that were replaced during the first half of 2013 or are expected to be replaced during 2013.

During the six months ended August 3, 2013, we recorded $7 million of charges for the write-off of store fixtures related to the renovations in our home department and $29 million of increased depreciation as a result of shortening the useful lives of fixtures in our department stores that were replaced during the first half of 2013 or are expected to be replaced during 2013. In addition, during the six months ended August 3, 2013, we recorded $9 million of charges for the impairment of certain store fixtures related to our former shops strategy that were used in our prototype department store.

During the three and six months ended July 28, 2012, we recorded $42 million of charges related to the replacement of store fixtures in connection with the launch of our first 10 attractions in August and September of 2012.

Management transition

During the three months ended August 3, 2013 and July 28, 2012, we implemented several changes within our management leadership team that resulted in management transition costs of $13 million and $10 million, respectively, for both incoming and outgoing members of management. During the six months ended August 3, 2013 and July 28, 2012, we recorded management transition charges of $29 million and $30 million, respectively.

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Other

During the three months ended August 3, 2013 and July 28, 2012, we recorded $13 million and $5 million, respectively, of miscellaneous restructuring charges. During the six months ended August 3, 2013 and July 28, 2012, we recorded $13 million and $10 million, respectively, of miscellaneous restructuring charges. The charges during the second quarter of 2013 were related to contract termination costs associated with our previous marketing and shops strategy. The charges in the first quarter of 2012 were primarily related to the exit of our specialty websites CLAD^TM and Gifting Grace^TM and the charges in the second quarter of 2012 were primarily related to costs associated with the closing of our Pittsburgh, Pennsylvania customer call center.

Real Estate and Other, Net

Real estate and other consists of ongoing operating income from our real estate subsidiaries whose investments are in real estate investment trusts (REITs), as well as investments in joint ventures that own regional mall properties. Real estate and other also includes net gains from the sale of facilities and equipment that are no longer used in operations, asset impairments and other non-operating charges and credits. The composition of real estate and other, net was as follows:

	Three Months Ended						Six Months Ended
($ in millions)	August 3, 2013			July 28, 2012			August 3, 2013			July 28, 2012
Gain on sale or redemption of non-operating assets, net:
Redemption of SPG REIT units	$	-		$	(200	)	$	-		$	(200	)
Sale of investment in joint venture		(62	)		-			(62	)		-
Net gain on sale or redemption of non-operating assets		(62	)		(200	)		(62	)		(200	)
Dividend income from REITs		-			(2	)		-			(5	)
Investment income from joint ventures		(2	)		(3	)		(4	)		(6	)
Gain on sale of operating assets		(2	)		-			(18	)		-
Other		(2	)		(3	)		(6	)		(4	)
Real estate and other (income)/expense, net	$	(68	)	$	(208	)	$	(90	)	$	(215	)

REIT Assets

On July 20, 2012, SPG redeemed two million of our REIT units at a price of $124.00 per unit for a total redemption price of $246 million, net of fees. As of the market close on July 19, 2012, the SPG REIT units had a fair market value of $158.13 per unit. In connection with the redemption, we realized a net gain of $200 million determined using the first-in-first-out method for determining the cost of REIT units sold. Following the transaction, we continue to hold approximately 205,000 REIT units in SPG.

Joint Venture

During the second quarter of 2013, we sold our investment in a joint venture that owns regional mall properties for $55 million, resulting in a net gain of $62 million. The gain exceeded the cash proceeds as a result of distributions of cash related to refinancing transactions in prior periods that were recorded as net reductions in the carrying amount of the investment. The net book value of the joint venture investment was a negative $7 million and was included in Other liabilities in the Consolidated Balance Sheets.

Operating Assets

During the first quarter of 2013, we sold our leasehold interest of a former department store location with a net book value of $2 million for net proceeds of $18 million, realizing a gain of $16 million. During the second quarter of 2013, we sold two properties, realizing a gain of $2 million.

Operating Income/(Loss)

For the second quarter of 2013, we reported an operating loss of $395 million compared to an operating loss of $183 million in the prior year corresponding period. Excluding the impact of markdowns related the alignment of inventory with our 2012 strategy, restructuring and management transition charges, the impact of our Primary Pension Plan expense and the net gain on the sale or redemption of non-operating assets, adjusted operating income/(loss) (non-GAAP) decreased $311 million from an adjusted operating loss of $74 million in the second quarter last year to an adjusted operating loss of $385 million in the current period.

For the first half of 2013, we reported an operating loss of $881 million compared to operating loss of $409 million in the prior year corresponding period. Excluding the impact of markdowns related the alignment of inventory with our 2012 strategy, restructuring and management transition charges, the impact of our Primary Pension Plan expense and the net gain on the sale or redemption of non-operating assets, adjusted operating income/(loss) (non-GAAP) decreased $652 million from $122 million in the first half of last year to a loss of $774 million in the first half of 2013.

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Loss on Extinguishment of Debt

During the second quarter of 2013, we paid $355 million to complete a cash tender offer and consent solicitation with respect to substantially all of our outstanding 7.125% Debentures due 2023. In doing so, we also recognized a loss on extinguishment of debt of $114 million, which includes the premium paid over face value of the Notes of $110 million, reacquisition costs of $2 million and the write-off of unamortized debt issue costs of $2 million.

Net Interest Expense

Net interest expense for the second quarters of 2013 and 2012 was $95 million and $58 million, respectively. For the first six months of 2013, net interest expense was $156 million compared to $114 million in the first six months of 2012. The increase in net interest expense for the period is primarily related to the increased interest expense associated with the $850 million borrowed under our revolving credit facility during the first quarter of 2013 and the $2.25 billion five-year senior secured term loan that was entered into on May 22, 2013.

Income Taxes

For the three months ended August 3, 2013, we recorded our tax provisions based on actual year-to-date results. For the three months ended May 4, 2013 and for the three and six months ended July 28, 2012, we determined the quarterly provision for income taxes using an estimated annual effective tax rate, which was based on our expected annual income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which we operate. The effective tax rate for the three months ended August 3, 2013 was (3.0)% as compared to (39.0)% for the three months ended July 28, 2012. The effective tax rate for the six months ended August 3, 2013 was (18.9)% compared to (40.7)% for the six months ended July 28, 2012. Our effective tax rate for the three and six months ended August 3, 2013 was negatively impacted by a $218 million increase to the tax valuation allowance for deferred tax assets during the second quarter of 2013.

In assessing the need for the valuation allowance, we considered both positive and negative evidence related to the likelihood of realization of the deferred tax assets. In the second quarter of 2013, the balance of deferred tax liabilities changed from a net deferred tax liability position to a net deferred tax asset position exclusive of any valuation allowance. Based on the weight of available evidence, it was more likely than not that a portion of our deferred tax assets will not be realized, and accordingly, we determined that a valuation allowance of $298 million was needed against our deferred tax assets as of August 3, 2013. Our estimate of the realization of deferred tax assets was based solely on future reversals of existing taxable temporary differences and tax planning strategies that we would make use of to accelerate taxable income to utilize expiring carryforwards. This resulted in an increase to the valuation allowance during the quarter ended August 3, 2013 of $218 million relating to the increase in the deferred tax assets created for federal net operating loss carryforwards of $183 million and $35 million relating to the increase in state net operating loss carryforwards.

As a result of the valuation allowance, for the three months ended August 3, 2013, we recorded a net tax benefit of $18 million. The net tax benefit consists of a $9 million benefit related to our federal and state operating losses, a $17 million non-cash benefit relating to other comprehensive income, offset by state and foreign tax expenses of $6 million and $2 million of tax expense on the amortization of certain indefinite-lived intangible assets that were not available to offset existing deferred taxes. In accordance with accounting standards, we are required to allocate a portion of our tax provision between operating losses and accumulated other comprehensive income. Application of this guidance required the recognition of a non-cash income tax benefit of $17 million in operating results, offset by a $17 million charge to other comprehensive income for the quarter.

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Liquidity and Capital Resources

Overview

Our primary sources of liquidity are cash generated from operations, available cash and cash equivalents and access to our revolving credit facility and the capital markets. As of the end of the second quarter of 2013, we had $1,535 million of cash and cash equivalents. On February 8, 2013, we entered into an amended and restated revolving credit facility (2013 Credit Facility) in an amount up to $1,850 million. During the first quarter of 2013, we borrowed $850 million under our 2013 Credit Facility. As of the end of the second quarter of 2013, we had $497 million available for future borrowing, of which $312 million is currently accessible due to the limitation of the fixed charge coverage ratio. In order to further enhance our liquidity position, on May 22, 2013, we closed on a $2.25 billion five-year senior secured term loan that is guaranteed by J. C. Penney Company, Inc. and certain subsidiaries of JCP, and is secured by mortgages on certain real estate of JCP and the guarantors, in addition to substantially all other assets of JCP and the guarantors. As of the end of the second quarter of 2013, our total available liquidity is $1.85 billion. The future success of our business will depend on our ability to generate positive free cash flow (non-GAAP).

The following table provides a summary of our key components and ratios of financial condition and liquidity:

	Six Months Ended
($ in millions)	August 3, 2013			July 28, 2012
Cash and cash equivalents	$	1,535		$	888
Merchandise inventory		3,155			2,993
Property and equipment, net		5,820			5,153
Total debt(1)		5,821			3,151
Stockholders’ equity		2,320			3,671
Total capital		8,141			6,822
Maximum capacity under our credit agreement		1,850			1,500
Short-term borrowings under credit agreement		850			-
Cash flow from operating activities		(1,460	)		(607	)
Free cash flow (non-GAAP)(2)		(2,094	)		(932	)
Capital expenditures(3)		653			239
Dividends paid		-			86
Ratios:
Total debt-to-total capital(4)		72	%		46	%
Cash-to-total debt(5)		26	%		28	%

(1) Total debt includes long-term debt, including current maturities, capital leases, note payable and our current borrowing under our 2013 Credit Facility.

(2) See “Free Cash Flow” below for a reconciliation of this non-GAAP financial measure to its most directly comparable GAAP financial measure and further information on its uses and limitations.

(3) As of the end of the second quarters of 2013 and 2012, we had accrued and unpaid capital expenditures of $156 million and $91 million, respectively.

(4) Total debt divided by total capitalization.

(5) Cash and cash equivalents divided by total debt.

Free Cash Flow (Non-GAAP)

Free cash flow is a key financial measure of our ability to generate additional cash from operating our business and in evaluating our financial performance. We define free cash flow as cash flow from operating activities, less capital expenditures and dividends paid, plus the proceeds from the sale of operating assets. Free cash flow is a relevant indicator of our ability to repay maturing debt, revise our dividend policy or fund other uses of capital that we believe will enhance stockholder value. Free cash flow is considered a non-GAAP financial measure under the rules of the SEC. Free cash flow is limited and does not represent remaining cash flow available for discretionary expenditures due to the fact that the measure does not deduct payments required for debt maturities, pay-down of off-balance sheet pension debt, and other obligations or payments made for business acquisitions. Therefore, it is important to view free cash flow in addition to, rather than as a substitute for, our entire statement of cash flows and those measures prepared in accordance with GAAP.

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The following table reconciles net cash provided by/(used in) operating activities, the most directly comparable GAAP financial measure, to free cash flow, a non-GAAP financial measure:

	Three Months Ended						Six Months Ended
($ in millions)	August 3, 2013			July 28, 2012			August 3, 2013			July 28, 2012
Net cash provided by/(used in) operating activities (GAAP)	$	(708	)	$	(30	)	$	(1,460	)	$	(607	)
Add:
Proceeds from sale of operating assets		1			-			19			-
Less:
Capital expenditures(1)		(439	)		(132	)		(653	)		(239	)
Dividends paid, common		-			(43	)		-			(86	)
Free cash flow (non-GAAP)	$	(1,146	)	$	(205	)	$	(2,094	)	$	(932	)

(1) As of the end of the second quarters of 2013 and 2012, we had accrued and unpaid capital expenditures of $156 million and $91 million, respectively.

Free cash flow for the three months ended August 3, 2013 decreased $941 million to an outflow of $1,146 million compared to an outflow of $205 million in the same period last year. Free cash flow for the six months ended August 3, 2013 decreased $1,162 million compared to an outflow of $932 million in last year’s first half. The decrease was primarily a result of the decline in sales and resulting use of cash from operating activities during the period as well as an increase in capital expenditures compared to last year. These decreases were partially offset by the discontinuation of our quarterly dividend of $0.20 per share on May 15, 2012.

Operating Activities

While a significant portion of our sales, profit and operating cash flows have historically been realized in the fourth quarter, our quarterly results of operations may fluctuate significantly as a result of many factors, including seasonal fluctuations in customer demand, product offerings, inventory levels and promotional activity.

For the three months ended August 3, 2013, cash flow from operating activities was an outflow of $708 million, a decrease of $678 million compared to an outflow of $30 million during the same period last year. Cash flow from operating activities for the first half decreased $853 million to an outflow of $1,460 million compared to an outflow of $607 million last year. Our net loss for the first half of 2013 of $934 million includes significant expenses and charges that do not impact operating cash flow including depreciation and amortization, restructuring and management transition charges, pension expense and the loss on extinguishment of debt. The overall increased cash outflow from operations for the first half of 2013 related to a larger net loss for the period and the increase in inventory slightly offset by an increase in the corresponding merchandise payable.

Merchandise inventory increased $162 million to $3,155 million, or 5.4%, as of the end of the second quarter of 2013 compared to $2,993 million as of the end of the second quarter last year. Compared to the end of fiscal year 2012, merchandise inventory increased $814 million, reflecting re-stocking of basics and private branded categories during the quarter in anticipation of the back to school and holiday seasons, as well as to support the return to our promotional strategy and to replenish low inventory levels.

Investing Activities

Investing activities for the first six months of 2013 were cash outflows of $579 million compared to an outflow of $2 million for the same period in 2012. The increase in the cash outflow from investing activities was primarily a result of increased capital expenditures and a decrease in proceeds from the sale or redemption of non-operating assets.

Cash capital expenditures were $653 million for the six months ended August 3, 2013. These expenditures related primarily to the opening of the women’s and kid’s Joe Fresh^® attractions in nearly 700 of our department stores and renovations in our home department in approximately 500 of our department stores. In addition, as of the end of the second quarter of 2013, we also had $156 million of accrued and unpaid capital expenditures primarily related to the renovation of our home department. During the six months ended August 3, 2013, we also opened 30 Sephora inside jcpenney stores.

Capital expenditures during the first half of 2012 included furniture and fixtures relating to Men’s and Women’s The Original Arizona Jean Co.^® attractions, Levi’s^® attractions, and i jeans by Buffalo attractions^TM in approximately 680 stores that launched on August 1, 2012. During the six months ended July 28, 2012, we opened 40 Sephora inside jcpenney stores and two new department stores.

Investing activities for the first half of 2012 were positively impacted by an inflow of $246 million from the redemption of two million REIT units at a cash price of $124.00 per unit during the second quarter of 2012.

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We anticipate full year 2013 capital expenditures to be approximately $1.0 billion. Capital expenditures for the remainder of 2013 include accrued and unpaid capital expenditures of $156 million at the end of the second quarter primarily related to the renovations in our home department and the investment in additional attractions. We anticipate full year 2014 capital expenditures to be approximately $300 million.

Financing Activities

Financing activities for the six months ended August 3, 2013 were an inflow of $2,644 million compared to an outflow of $10 million for the same period last year. During the second quarter of 2013, we received net proceeds of $2.18 billion from our senior secured term loan facility and completed the cash tender offer and consent solicitation with respect to our outstanding 7.125% Debentures due 2023 for $355 million. During the first quarter of 2013, we incurred financing costs of $8 million primarily to amend and restate our revolving credit facility and borrowed $850 million under our revolving credit facility.

For the six months ended July 28, 2012, as authorized by the Board, we paid quarterly dividends of $0.20 per share during the first half of 2012. On May 15, 2012, we announced that we had discontinued the quarterly $0.20 per share dividend, resulting in approximately $175 million in annual cash savings.

Cash Flow Outlook

During the first quarter of 2013, we borrowed $850 million under our 2013 Credit Facility and on May 22, 2013, we closed on a $2.25 billion five-year senior secured term loan. For the remainder of 2013, we believe that our existing cash and cash equivalents will be adequate to fund our capital expenditures and working capital needs.

Our cash flows may be impacted by many factors including the economic environment, consumer confidence, competitive conditions in the retail industry and the success of our strategies.

2013 Revolving Credit Facility

On February 8, 2013, J. C. Penney Company, Inc., JCP and J. C. Penney Purchasing Corporation (Purchasing) entered into an amended and restated revolving credit agreement in the amount up to $1,850 million (2013 Credit Facility), which replaces the Company’s prior credit agreement entered into in January 2012, with largely the same syndicate of lenders under the previous agreement, with JPMorgan Chase Bank, N.A., as administrative agent. The 2013 Credit Facility matures on April 29, 2016, increases the letter of credit sublimit to $750 million from $500 million and provides an accordion feature that could potentially increase the size of the facility by an additional amount not to exceed $400 million.

The 2013 Credit Facility is an asset-based revolving credit facility and is secured by a perfected first-priority security interest in substantially all of our eligible credit card receivables, accounts receivable and inventory. The 2013 Credit Facility is available for general corporate purposes, including the issuance of letters of credit. Pricing under the 2013 Credit Facility is tiered based on JCP’s senior unsecured long-term credit ratings issued by Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services. JCP’s obligations under the 2013 Credit Facility are guaranteed by J. C. Penney Company, Inc.

Availability under the 2013 Credit Facility is limited to a borrowing base which allows us to borrow up to 85% of eligible accounts receivable, plus 90% of eligible credit card receivables, plus 85% of the liquidation value of our inventory, net of certain reserves. Letters of credit reduce the amount available to borrow by their face value. In the event that availability under the 2013 Credit Facility is at any time less than the greater of (1) $125 million or (2) 10% of the lesser of the total facility or the borrowing base then in effect, for a period of at least 30 days, the Company will be subject to a fixed charge coverage ratio covenant of 1.0 to 1.0 which is calculated as of the last day of the quarter and measured on a trailing four-quarter basis.

On April 12, 2013, we borrowed $850 million under the 2013 Credit Facility. A portion of the borrowing bears interest at a rate of LIBOR plus 3.0% with the remaining portion bearing interest at a base rate (as defined in the 2013 Credit Facility) plus 2.0% per annum. As of the end of the second quarter of 2013, all of the borrowing remains outstanding. As of the end of the second quarter of 2013, we had $503 million in standby and import letters of credit outstanding under the 2013 Credit Facility, the majority of which are standby letters of credit that support our merchandise initiatives and workers’ compensation. None of the standby or import letters of credit have been drawn on. As of the end of the second quarter of 2013, we had $497 million available for future borrowing, of which $312 million is currently accessible due to the limitation of the fixed charge coverage ratio.

Credit Ratings

Our credit ratings and outlook as of September 6, 2013 were as follows:

	Corporate	Long-Term Debt	Outlook
Fitch Ratings	B-	B-	Negative
Moody’s Investors Service, Inc.	Caa1	Caa1	Negative
Standard & Poor’s Ratings Services	CCC+	CCC+	Negative

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Credit rating agencies periodically review our capital structure and the quality and stability of our earnings. Rating agencies consider, among other things, changes in operating performance, comparable store sales, the economic environment, conditions in the retail industry, financial leverage and changes in our business strategy in their rating decisions. Downgrades to our long-term credit ratings could result in reduced access to the credit and capital markets and higher interest costs on future financings.

Contractual Obligations and Commitments

Aggregate information about our obligations and commitments to make future payments under contractual or contingent arrangements was disclosed in the 2012 Form 10-K. Our unrecorded contractual obligations related to merchandise have increased approximately 6% since year end primarily due to the seasonality of our business and updates to our supplier base in the ordinary course of business.

Inflation

Our business is affected by general economic conditions, including rising petroleum, energy and cotton prices. Over the past few years, the retail industry has experienced some inflationary cost increases. Inflation impacted our results of operations primarily during the first quarter of 2012. This increase was driven primarily by rising costs for cotton and petroleum based textiles for 2011 holiday and early 2012 spring goods. Beginning in the second quarter of 2012 and continuing through the end of the fiscal year, these pressures eased. During the first half of 2013, we did not experience inflationary cost increases and we expect this trend to continue through the end of the year.

Critical Accounting Policies

Management’s discussion and analysis of our financial condition and results of operations is based upon our unaudited consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and use judgments that affect reported amounts of assets, liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. We base our estimates on historical experience and on other assumptions that are believed to be reasonable under the circumstances. On an ongoing basis, we evaluate estimates used, including those related to inventory valuation under the retail method, valuation of long-lived assets, estimation of reserves and valuation allowances specifically related to closed stores, insurance, income taxes, litigation and environmental contingencies and pension accounting. While actual results could differ from these estimates, we do not expect the differences, if any, to have a material effect on the unaudited Interim Consolidated Financial Statements.

There were no changes to our critical accounting policies during the first half of 2013. For a further discussion of the judgments we make in applying our accounting policies, see Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our 2012 Form 10-K.

We are providing the following disclosures regarding critical accounting estimates based on establishing a tax valuation allowance during the second quarter of 2013.

Valuation of Deferred Tax Assets

We account for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not such assets will be realized.

In assessing the need for a valuation allowance, we consider both positive and negative evidence related to the likelihood of the realization of the deferred tax assets based on future events. Our accounting for deferred tax consequences represents our best estimate of those future events. If based on the weight of available evidence, it is more likely than not (defined as a likelihood of more than 50%) the deferred tax assets will not be realized, we record a valuation allowance. The weight given to both positive and negative evidence is commensurate with the extent to which the evidence may be objectively verified. As such, it is generally difficult for positive evidence regarding projected future taxable income, exclusive of reversing taxable temporary differences, to outweigh objective negative evidence of recent losses. Cumulative losses in recent years is a significant piece of negative evidence that is difficult to overcome in determining that a valuation allowance is not needed against deferred tax assets.

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This assessment is completed on a taxing jurisdiction basis and takes into account several types of evidence, including the following:

¡ Nature, frequency, and severity of current and cumulative financial reporting losses. A pattern of recent losses is heavily weighted as a source of negative evidence. In certain circumstances, historical information may not be as relevant due to a change in circumstances.

¡ Sources of future taxable income. Future reversals of existing temporary differences are heavily weighted sources of objectively verifiable positive evidence. Projections of future taxable income, exclusive of reversing temporary differences, are a source of positive evidence only when the projections are combined with a history of recent profits and can be reasonably estimated. Otherwise, these projections are considered inherently subjective and generally will not be sufficient to overcome negative evidence that includes cumulative losses in recent years, particularly if the projected future taxable income is dependent on an anticipated turnaround to profitability that has not yet been achieved. In such cases, we generally give these projections of future taxable income no weight for the purposes of our valuation allowance assessment.

¡ Tax planning strategies. If necessary and available, tax-planning strategies would be implemented to accelerate taxable amounts to utilize expiring net operating loss carryforwards. These strategies would be a source of additional positive evidence and, depending on their nature, could be heavily weighted.

In the second quarter, our net deferred tax position, exclusive of any valuation allowance, changed from a net deferred tax liability to a net deferred tax asset. In our assessment of the need for a valuation allowance, we heavily weighted the negative evidence of cumulative losses in recent periods and the positive evidence of future reversals of existing temporary differences. Although a sizable portion of our losses in recent years were the result of charges incurred for restructuring and other special items, even without these charges we still would have incurred significant losses. Accordingly, we considered our pattern of recent losses to be relevant to our analysis. Considering this pattern of recent losses and the uncertainties associated with projected future taxable income exclusive of reversing temporary differences, we gave no weight to projections showing future U.S. taxable income for purposes of assessing the need for a valuation allowance. As a result of our assessment, we concluded that our net deferred tax assets required a valuation allowance. Our estimate of the realization of deferred tax assets was based solely on future reversals of existing taxable temporary differences and tax planning strategies that we would make use of to accelerate taxable income to utilize expiring carryforwards.

Future book pre-tax losses will require additional valuation allowances to offset the deferred tax assets created. A sustained period of profitability is required before we would change our need for a valuation allowance against our net deferred tax assets. Changes in our current estimates, due to unanticipated events or otherwise, could have a material impact on our financial condition and results of operations.

See Note 11 to the unaudited Interim Consolidated Financial Statements for more information regarding income taxes and also “Risk Factors—The Company’s ability to use net operating loss carry-forwards to offset future taxable income for U.S. federal income tax purposes may be limited.”

Recently Issued Accounting Pronouncements

Recently issued accounting pronouncements are discussed in Note 13 to the unaudited Interim Consolidated Financial Statements.

Seasonality

While a significant portion of our sales, profit and operating cash flows have historically been realized in the fourth fiscal quarter, our quarterly results of operations may fluctuate significantly as a result of many factors, including seasonal fluctuations in customer demand, product offerings, inventory levels and the impact of our strategies. The results of operations and cash flows for the six months ended August 3, 2013 are not necessarily indicative of the results for future quarters or the entire year.

Cautionary Statement Regarding Forward-Looking Statements

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which reflect our current view of future events and financial performance. The words expect, plan, anticipate, believe, intend, should, will and similar expressions identify forward-looking statements. Any such forward-looking statements are subject to known and unknown risks and uncertainties that may cause our actual results to be materially different from planned or expected results.

These risks and uncertainties include, but are not limited to, general economic conditions, including inflation, recession, unemployment levels, consumer spending patterns, credit availability and debt levels, changes in store traffic trends, the cost of goods, trade restrictions, customer acceptance of our new strategies, the impact of cost reduction initiatives, our secured debt facilities and level of indebtedness, implementation of new systems and platforms, changes in tariff, freight and shipping rates, changes in the cost of fuel and other energy and transportation costs, increases in wage and benefit costs, competition and retail industry consolidations, interest rate fluctuations, dollar and other currency valuations, the impact of weather conditions, risks associated with war, an act of

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terrorism or pandemic, a systems failure and/or security breach that results in the theft, transfer or unauthorized disclosure of customer, employee or Company information and legal and regulatory proceedings. Furthermore, the Company typically earns a disproportionate share of its operating income in the fourth quarter due to holiday buying patterns, and such buying patterns are difficult to forecast with certainty. While we believe that our assumptions are reasonable, we caution that it is impossible to predict the degree to which any such factors could cause actual results to differ materially from predicted results.

For additional discussion on risks and uncertainties, see Item 1A, Risk Factors, in this Quarterly Report on Form 10-Q. We intend the forward-looking statements in this Quarterly Report on Form 10-Q to speak only as of the date of this report and do not undertake to update or revise these projections as more information becomes available.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks in the normal course of business due to changes in interest rates. Our market risks related to interest rates at August 3, 2013 are similar to those disclosed in the 2012 Form 10-K.

Item 4. Controls and Procedures

Based on their evaluation of our disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934 (the Exchange Act)) as of the end of the period covered by this Quarterly Report on Form 10-Q, our principal executive officer and principal financial officer concluded our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. There were no changes in our internal control over financial reporting during the second quarter ended August 3, 2013, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II. Other Information

Item 1. Legal Proceedings

Macy’s Litigation

On August 16, 2012, Macy’s, Inc. and Macy’s Merchandising Group, Inc. (together the Plaintiffs) filed suit against J. C. Penney Corporation, Inc. in the Supreme Court of the State of New York, County of New York, alleging that the Company tortiously interfered with, and engaged in unfair competition relating to a 2006 agreement between Macy’s and Martha Stewart Living Omnimedia, Inc. (MSLO) by entering into a partnership agreement with MSLO in December 2011. The Plaintiffs seek primarily to prevent the Company from implementing our partnership agreement with MSLO as it relates to products in the bedding, bath, kitchen and cookware categories. The suit was consolidated with an already-existing breach of contract lawsuit by the Plaintiffs against MSLO, and a bench trial commenced on February 20, 2013. On March 7, 2013, the judge adjourned the trial until April 8, 2013, and ordered the parties into mediation. The parties did not reach a settlement, and the trial continued on April 8, 2013. The parties concluded their presentations of evidence on April 26, 2013, and completed post-trial briefs in late May, 2013. The court held closing arguments on August 1, 2013. The court has not yet issued a final decision in the case. While no assurance can be given as to the ultimate outcome of this matter, we currently believe that the final resolution of this action will not have a material adverse effect on our results of operations, financial position, liquidity or capital resources.

Ozenne Derivative Lawsuit 

On January 19, 2012, a purported shareholder of the Company, Everett Ozenne, filed a shareholder derivative lawsuit in the 193^rd District Court of Dallas County, Texas, against certain of the Company’s Board of Directors and executives. The Company is a nominal defendant in the suit. The lawsuit alleges breaches of fiduciary duties, corporate waste and unjust enrichment involving decisions regarding executive compensation, specifically that compensation paid to certain executive officers from 2008 to 2011 was too high in light of the Company’s financial performance. The suit seeks damages including unspecified compensatory damages, disgorgement by the former officers of allegedly excessive compensation, and equitable relief to reform the Company’s compensation practices. The Company and the named individuals filed an Answer and Special Exceptions to the lawsuit, arguing primarily that the plaintiff could not proceed with his suit because he failed to make demand on the Company’s Board of Directors, and that because demand on the Board would not be futile, demand is not excused. The trial court heard arguments on the Special Exceptions on June 25, 2012, and denied them. The Company and named individuals filed a mandamus proceeding in the Fifth District Court of Appeals challenging the trial court’s decision. The parties have settled the litigation and the appellate court stayed the appeal so that the trial court could review the proposed settlement. On August 5, 2013, the trial court preliminarily approved the settlement, and notice was mailed to shareholders soon thereafter. The trial court will hold a final settlement approval hearing on October 28, 2013. While no assurance can be given as to the ultimate outcome of this matter, we currently believe that the final resolution of this action will not have a material adverse effect on our results of operations, financial position, liquidity or capital resources.

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Item 1A. Risk Factors

The risk factors listed below update and supersede the risk factors associated with our business previously disclosed in Part II, Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended May 4, 2013.

Our ability to return to profitable growth is subject to both the risks affecting our business generally and the inherent difficulties associated with shifting our strategic plan.

In fiscal 2012, we made changes to our strategies that resulted in a pronounced decline in sales and resulted in significant variability between our financial expectations and actual results. We began shifting our strategies in the first quarter of fiscal 2013, but it may take longer than expected or planned to recover from our negative sales trends and operating results, and actual results may be materially less than planned. Our ability to improve our operating results depends upon a significant number of factors, some of which are beyond our control, including:

¡ customer response to our marketing and merchandise strategies;

¡ our ability to respond to competitive pressures in our industry;

¡ our ability to achieve profitable sales and to make adjustments in response to changing conditions;

¡ our ability to benefit from capital improvements made to our store environment;

¡ our ability to effectively manage inventory;

¡ the success of our cost reduction initiatives;

¡ our ability to respond to any unanticipated changes in expected cash flows, liquidity, cash needs and cash expenditures, including our ability to obtain any additional financing or other liquidity enhancing transactions, if and when needed;

¡ our ability to achieve positive cash flow;

¡ our ability to access adequate and uninterrupted supply of merchandise from suppliers at expected levels and on acceptable terms; and

¡ general economic conditions.

There is no assurance that our pricing, branding, store layout, marketing and merchandising strategies, or any future adjustments to our strategies, will improve our operating results.

We operate in a highly competitive industry that includes significant promotional activity, which could adversely impact our sales and profitability.

The retail industry is highly competitive, with few barriers to entry. We compete with many other local, regional and national retailers for customers, employees, locations, merchandise, services and other important aspects of our business. Those competitors include other department stores, discounters, home furnishing stores, specialty retailers, wholesale clubs, direct-to-consumer businesses, including those on the Internet, and other forms of retail commerce. Some competitors are larger than jcpenney, and/or have greater financial resources available to them, and, as a result, may be able to devote greater resources to sourcing, promoting and selling their products. Competition is characterized by many factors, including merchandise assortment, advertising, price, quality, service, location, reputation and credit availability. During fiscal 2012, we discontinued our former promotional strategy and encountered difficulties in communicating our value proposition. We have shifted our strategy in fiscal 2013 and are re-introducing certain promotional activities. However, we have experienced, and anticipate that we will continue to experience for at least the foreseeable future, significant competition from promotional activities of our competitors. The performance of competitors as well as changes in their pricing and promotional policies, marketing activities, new store openings, launches of Internet websites, brand launches and other merchandise and operational strategies could cause us to have lower sales, lower gross margin and/or higher operating expenses such as marketing costs and other selling, general and administrative expenses, which in turn could have an adverse impact on our profitability.

Our sales and operating results depend on our ability to develop merchandise offerings that resonate with our existing customers and help to attract new customers.

Our sales and operating results depend in part on our ability to predict and respond to changes in fashion trends and customer preferences in a timely manner by consistently offering stylish, quality merchandise assortments at competitive prices. We continuously assess emerging styles and trends and focus on developing a merchandise assortment to meet customer preferences. Even with these efforts, we cannot be certain that we will be able to successfully meet constantly changing customer demands. To the extent our predictions regarding our merchandise differ from our customers’ preferences, we may be faced with reduced sales and excess inventories for some products and/or missed opportunities for others. Any sustained failure to identify and respond to emerging trends in lifestyle and customer preferences and buying trends could have an adverse impact on our business. In addition, merchandise misjudgments may adversely impact the perception or reputation of our Company, which could result in declines in customer loyalty and vendor relationship issues, and ultimately have a material adverse effect on our business, financial condition and results of operations.

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Our ability to increase sales and store productivity is largely dependent upon our ability to increase customer traffic and conversion.

Customer traffic depends upon our ability to successfully market compelling merchandise assortments as well as present an appealing shopping environment and experience to existing customers and new customers. In fiscal 2012, our store customer traffic significantly decreased compared to the prior year. We are making changes to our strategy to increase customer traffic and improve conversion in our stores and online. There can be no assurance that our efforts to increase customer traffic and conversion will be successful or will result in increased sales. We may need to respond to any declines in customer traffic or conversion rates by increasing markdowns or promotions to attract customers to our stores, which could adversely impact our gross margins, operating results and cash flows from operating activities.

If we are unable to manage our inventory effectively, our gross margins could be adversely affected.

Our profitability depends upon our ability to manage appropriate inventory levels and respond quickly to shifts in consumer demand patterns. We must properly execute our inventory management strategies by appropriately allocating merchandise among our stores, timely and efficiently distributing inventory to stores, maintaining an appropriate mix and level of inventory in stores, adjusting our merchandise mix between our private and exclusive brands and national brands, appropriately changing the allocation of floor space of stores among product categories to respond to customer demand and effectively managing pricing and markdowns. If we overestimate customer demand for our merchandise, we will likely need to record inventory markdowns and move the excess inventory to be sold at clearance prices which would negatively impact our gross margins and operating results. If we underestimate customer demand for our merchandise, we may experience inventory shortages which may result in missed sales opportunities and have a negative impact on customer loyalty.

Disruptions in our Internet website, or our inability to successfully execute our online strategy, could have an adverse impact on our sales and results of operations.

We sell merchandise over the Internet through our website, www.jcp.com. As a result of a significant decline in sales volume through our website in fiscal 2012, we reorganized our Internet operations in fiscal 2013. However, it may take longer than expected or planned to recover from our negative online sales trends. Our Internet operations are also subject to numerous risks, including rapid technological change and the implementation of new systems and platforms; liability for online content; violations of state or federal laws, including those relating to online privacy; credit card fraud; problems associated with the operation of our website and related support systems; computer viruses; telecommunications failures; electronic break-ins and similar disruptions; and the allocation of inventory between our website and department stores. The failure of our website to perform as expected could result in disruptions and costs to our operations and make it more difficult for customers to purchase merchandise online. In addition, our inability to successfully develop and maintain the necessary technological interfaces for our customers to purchase merchandise through our website, including user friendly software applications for smart phones and tablets, could result in the loss in Internet sales and have an adverse impact on our results of operations.

The failure to retain, attract and motivate our employees, including employees in key positions, could have an adverse impact on our results of operations.

Our results depend on the contributions of our employees, including our senior management team and other key employees. This depends to a great extent on our ability to retain, attract and motivate talented employees throughout the organization, many of whom, particularly in the stores, are in entry level or part-time positions with historically high rates of turnover. Our ability to meet our changing labor needs while controlling our costs is also subject to external factors such as unemployment levels, competing wages and potential union organizing efforts. Because of our lower than expected operating results during fiscal 2012, we have not generally paid bonuses, and salary increases and incentive compensation opportunities could be limited. Any prolonged inability to provide salary increases or incentive compensation opportunities or substantial changes to our business model could have an adverse impact on our ability to attract, retain and motivate our employees. If we are unable to retain, attract and motivate talented employees with the appropriate skill sets, we may not achieve our objectives and our results of operations could be adversely impacted. In addition, the loss of one or more of our key personnel or the inability to effectively identify a suitable successor to a key role in our senior management could have a material adverse effect on our business.

The reduction and restructuring of our workforce may adversely impact our operating performance and operating efficiency.

As part of our cost reduction initiatives in fiscal 2012, we significantly reduced our corporate and operations headcount, including management level employees, and distribution and field employees. These reductions, combined with our voluntary early retirement plan initiated in 2011 and voluntary departures of employees, have resulted in a substantial amount of turnover of officers and line

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managers with specific knowledge relating to us, our operations and our industry that could be difficult to replace. We now operate with significantly fewer individuals who have assumed additional duties and responsibilities, which could have an adverse impact on our operating performance and operating efficiency.

Actions taken under our cost reduction initiatives may not produce the savings expected.

In fiscal 2012, we implemented cost reduction initiatives, including significant workforce reductions, significant reductions in projected marketing spend and other cost and spend reductions. We have forecasted substantial cost savings from these initiatives based on a number of assumptions and expectations which, if achieved, would improve our profitability and cash flows from operating activities. There can be no assurance that actual results achieved will not vary materially from what we have assumed and forecasted, which could have a material adverse impact on our results of operations, liquidity and financial position.

We must protect against security breaches or other disclosures of private data of our customers as well as of our employees and other third parties.

As part of our normal operations, we receive and maintain personal information about our customers, our employees and other third parties. The confidentiality of all of our internal private data must at all times be protected against security breaches or other disclosure. We have systems and processes in place that are designed to protect information and protect against security and data breaches as well as fraudulent transactions and other activities. Despite our safeguards and security processes and protections, we cannot be assured that all of our systems and processes are free from vulnerability to security breaches or inadvertent data disclosure by third parties or us. Any failure to protect the confidential data of our customers or of our employees or other third parties could materially damage our brand and reputation as well as result in significant damage claims, any of which could have a material adverse impact on our business and results of operations.

Our operations are dependent on information technology systems; disruptions in those systems or increased costs relating to their implementation could have an adverse impact on our results of operations.

Our operations are dependent upon the integrity, security and consistent operation of various systems and data centers, including the point-of-sale systems in the stores, our Internet website, data centers that process transactions, communication systems and various software applications used throughout our Company to track inventory flow, process transactions and generate performance and financial reports.

In May 2013, we implemented the initial phase of an integrated suite of products from a third party vendor to simplify our processes and reduce our use of customized existing legacy systems and expect to place additional systems into operation in the future. Implementing new systems carries substantial risk, including implementation delays, cost overruns, disruption of operations, potential loss of data or information, lower customer satisfaction resulting in lost customers or sales, inability to deliver merchandise to our stores or our customers, and the potential inability to meet reporting requirements. There can be no assurances that we will successfully launch the new systems as planned, that the new systems will perform as expected or that the new systems will be implemented without disruptions to our operations, any of which may cause critical information upon which we rely to be delayed, unreliable, corrupted, insufficient or inaccessible.

We also outsource various information technology functions to third party service providers and may outsource other functions in the future. We rely on those third party service providers to provide services on a timely and effective basis and their failure to perform as expected or as required by contract could result in disruptions and costs to our operations.

We are also implementing mobile point-of-service and enhanced standard point-of-service technologies to enable our employees to provide high quality service to our customers and to provide our customers a better experience. We may not be able to effectively implement these technologies or be successful in marketing them to our customers. Our new or upgraded technology might not provide the anticipated benefits, it might take longer than expected to realize the anticipated benefits, may cost more than the expected costs to implement or the technology might fail altogether.

Changes in our credit ratings may limit our access to capital markets and adversely affect our liquidity.

The credit rating agencies periodically review our capital structure and the quality and stability of our earnings, as a result of which we have experienced multiple corporate credit ratings downgrades. These downgrades, and any future downgrades, to our long-term credit ratings could result in reduced access to the credit and capital markets and higher interest costs on future financings. The future availability of financing will depend on a variety of factors, such as economic and market conditions, the availability of credit and our credit ratings, as well as the possibility that lenders could develop a negative perception of us. If required, we may not be able to obtain additional financing, on favorable terms or at all.

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Our profitability depends on our ability to source merchandise and deliver it to our customers in a timely and cost-effective manner.

Our merchandise is sourced from a wide variety of suppliers, and our business depends on being able to find qualified suppliers and access products in a timely and efficient manner. Inflationary pressures on commodity prices and other input costs could increase our cost of goods, and an inability to pass such cost increases on to our customers or a change in our merchandise mix as a result of such cost increases could have an adverse impact on our profitability. Additionally, the impact of current and future economic conditions on our suppliers cannot be predicted and may cause our suppliers to be unable to access financing or become insolvent and thus become unable to supply us with products.

Our arrangements with our suppliers and vendors may be impacted by our financial results or financial position.

Substantially all of our merchandise suppliers and vendors sell to us on open account purchase terms. There is a risk that our key suppliers and vendors could respond to any actual or apparent decrease in or any concern with our financial results or liquidity by requiring or conditioning their sale of merchandise to us on more stringent or more costly payment terms, such as by requiring standby letters of credit, earlier or advance payment of invoices, payment upon delivery or other assurances or credit support or by choosing not to sell merchandise to us on a timely basis or at all. Our arrangements with our suppliers and vendors may also be impacted by media reports regarding our financial position. Our need for additional liquidity could significantly increase and our supply of merchandise could be materially disrupted if a significant portion of our key suppliers and vendors took one or more of the actions described above, which could have a material adverse effect on our sales, customer satisfaction, cash flows, liquidity and financial position.

Our senior secured term loan credit facility is secured by certain of our real property and substantially all of our personal property, and such property may be subject to foreclosure or other remedies in the event of our default. In addition, the term loan credit facility contains provisions that could restrict our operations and our ability to obtain additional financing.

In May 2013, we entered into a $2.25 billion senior secured term loan credit facility that is secured by mortgages on certain real property of the Company, in addition to liens on substantially all personal property of the Company, subject to certain exclusions set forth in the credit and security agreement governing the term loan credit facility and related security documents. The real property subject to mortgages under the term loan credit facility includes our headquarters, distribution centers and certain of our stores.

The credit and guaranty agreement governing the term loan credit facility contains operating restrictions which may impact our future alternatives by limiting, without lender consent, our ability to borrow additional funds, execute certain equity financings or enter into dispositions or other liquidity enhancing or strategic transactions regarding certain of our assets, including our real property. Our ability to obtain additional or other financing or to dispose of certain assets could also be negatively impacted because a substantial portion of our owned assets have been pledged as collateral for repayment of our indebtedness under the term loan credit facility.

If an event of default occurs and is continuing, our outstanding obligations under the term loan credit facility could be declared immediately due and payable or the lenders could foreclose on or exercise other remedies with respect to the assets securing the term loan credit facility, including our headquarters, distribution centers and certain of our stores. If an event of default occurs, there is no assurance that we would have the cash resources available to repay such accelerated obligations or refinance such indebtedness on commercially reasonable terms, or at all. The occurrence of any one of these events could have a material adverse effect on our business, financial condition, results of operations and liquidity.

Our revolving credit facility limits our borrowing capacity to the value of certain of our assets. In addition, our revolving credit facility is secured by certain of our personal property, and lenders may exercise remedies against the collateral in the event of our default.

In February 2013, we amended and restated our existing revolving credit facility to increase the aggregate lending commitments to $1.85 billion. Our borrowing capacity under our revolving credit facility varies according to the Company’s inventory levels, accounts receivable and credit card receivables, net of certain reserves. In the event of any material decrease in the amount of or appraised value of these assets, our borrowing capacity would similarly decrease, which could adversely impact our business and liquidity. In April 2013, we borrowed $850 million under the revolving credit facility.

Our revolving credit facility contains customary affirmative and negative covenants and certain restrictions on operations become applicable if our availability falls below certain thresholds. These covenants could impose significant operating and financial limitations and restrictions on us, including restrictions on our ability to enter into particular transactions and to engage in other actions that we may believe are advisable or necessary for our business. In addition, the revolving credit facility provides for a springing fixed charge coverage ratio if our availability falls below a specified threshold.

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Our obligations under the revolving credit facility are secured by liens with respect to inventory, accounts receivable, deposit accounts and certain related collateral. In the event of a default that is not cured or waived within any applicable cure periods, the lenders’ commitment to extend further credit under our revolving credit facility could be terminated, our outstanding obligations could become immediately due and payable, outstanding letters of credit may be required to be cash collateralized and remedies may be exercised against the collateral, which generally consists of the Company’s inventory, accounts receivable and deposit accounts and cash credited thereto. If we are unable to borrow under our revolving credit facility, we may not have the necessary cash resources for our operations and, if any event of default occurs, there is no assurance that we would have the cash resources available to repay such accelerated obligations, refinance such indebtedness on commercially reasonable terms, or at all, or cash collateralize our letters of credit, which would have a material adverse effect on our business, financial condition, results of operations and liquidity.

Our level of indebtedness may adversely affect our business and results of operations and may require the use of our available cash resources to meet repayment obligations, which could reduce the cash available for other purposes.

As of September 6, 2013, we have approximately $5.821 billion in total indebtedness and are highly leveraged. Our level of indebtedness may limit our ability to obtain additional financing, if needed, to fund additional projects, working capital requirements, capital expenditures, debt service, and other general corporate or other obligations, as well as increase the risks to our business associated with general adverse economic and industry conditions. Our level of indebtedness may also place us at a competitive disadvantage to our competitors that are not as highly leveraged.

We are required to make quarterly repayments in a principal amount equal to $5.625 million during the five-year term of the term loan credit facility, beginning September 30, 2013, subject to certain reductions for mandatory and optional prepayments. In addition, we are required to make prepayments of the term loan credit facility with the proceeds of certain asset sales, insurance proceeds and excess cash flow, which will reduce the cash available for other purposes and could impact our ability to reinvest in other areas of our business.

We cannot assure that our internal and external sources of liquidity will at all times be sufficient for our cash requirements.

We must have sufficient sources of liquidity to fund our working capital requirements, capital improvement plans, service our outstanding indebtedness and finance investment opportunities. The principal sources of our liquidity are funds generated from operating activities, available cash and cash equivalents, borrowings under our credit facilities, other debt financings and sales of non-operating assets. Our recent operating losses have limited our capital resources. Our ability to achieve our business and cash flow plans is based on a number of assumptions which involve significant judgments and estimates of future performance, borrowing capacity and credit availability, which cannot at all times be assured. Accordingly, we cannot assure that cash flows from operations and other internal and external sources of liquidity will at all times be sufficient for our cash requirements. If necessary, we may need to consider actions and steps to improve our cash position and mitigate any potential liquidity shortfall, such as modifying our business plan, pursuing additional financing to the extent available, reducing capital expenditures, pursuing and evaluating other alternatives and opportunities to obtain additional sources of liquidity and other potential actions to reduce costs. We cannot assure that any of these actions would be successful, sufficient or available or available on favorable terms. Any inability to generate or obtain sufficient levels of liquidity to meet our cash requirements at the level and times needed could have a material adverse impact on our business and financial position.

Our ability to obtain any additional financing or any refinancing of our debt, if needed at any time, depends upon many factors, including our existing level of indebtedness and restrictions in our debt facilities, historical business performance, financial projections, prospects and creditworthiness and external economic conditions and general liquidity in the credit and capital markets. Any additional debt, equity or equity-linked financing may require modification of our existing debt agreements, which we cannot assure would be obtainable. Any additional financing or refinancing could also be extended only at higher costs and require us to satisfy more restrictive covenants, which could further limit or restrict our business and results of operations, or be dilutive to our stockholders.

Operating results and cash flows at the store level may cause us to incur asset impairment charges.

Long-lived assets, primarily property and equipment, are reviewed at the store level at least annually for impairment, or whenever changes in circumstances indicate that a full recovery of net asset values through future cash flows is in question. Our impairment review requires us to make estimates and projections regarding, but not limited to, sales, operating profit and future cash flows. If these estimates or projections change or prove incorrect, we may be required to record asset impairment charges on certain store locations and other property and equipment. In fiscal 2012, our sales and operating profit declined significantly. If our operating performance begins to reflect a sustained decline and actual results are not consistent with our estimates and projections, we may be exposed to significant asset impairment charges in the future, which could be material to our results of operations.

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We are subject to risks associated with importing merchandise from foreign countries.

A substantial portion of our merchandise is sourced by our vendors and by us outside of the United States. All of our suppliers must comply with our supplier legal compliance program and applicable laws, including consumer and product safety laws. Although we diversify our sourcing and production by country and supplier, the failure of a supplier to produce and deliver our goods on time, to meet our quality standards and adhere to our product safety requirements or to meet the requirements of our supplier compliance program or applicable laws, or our inability to flow merchandise to our stores or through the Internet channel in the right quantities at the right time could adversely affect our profitability and could result in damage to our reputation.

Although we have implemented policies and procedures designed to facilitate compliance with laws and regulations relating to doing business in foreign markets and importing merchandise from abroad, there can be no assurance that suppliers and other third parties with whom we do business will not violate such laws and regulations or our policies, which could subject us to liability and could adversely affect our results of operations.

We are subject to the various risks of importing merchandise from abroad and purchasing product made in foreign countries, such as

¡ potential disruptions in manufacturing, logistics and supply;

¡ changes in duties, tariffs, quotas and voluntary export restrictions on imported merchandise;

¡ strikes and other events affecting delivery;

¡ consumer perceptions of the safety of imported merchandise;

¡ product compliance with laws and regulations of the destination country;

¡ product liability claims from customers or penalties from government agencies relating to products that are recalled, defective or otherwise noncompliant or alleged to be harmful;

¡ concerns about human rights, working conditions and other labor rights and conditions and environmental impact in foreign countries where merchandise is produced and raw materials or components are sourced, and changing labor, environmental and other laws in these countries;

¡ local business practice and political issues that may result in adverse publicity or threatened or actual adverse consumer actions, including boycotts;

¡ compliance with laws and regulations concerning ethical business practices, such as the U.S. Foreign Corrupt Practices Act; and

¡ economic, political or other problems in countries from or through which merchandise is imported.

Political or financial instability, trade restrictions, tariffs, currency exchange rates, labor conditions, transport capacity and costs, systems issues, problems in third party distribution and warehousing and other interruptions of the supply chain, compliance with U.S. and foreign laws and regulations and other factors relating to international trade and imported merchandise beyond our control could affect the availability and the price of our inventory. A significant amount of merchandise we offer for sale is made in China and accordingly, a revaluation of the Chinese currency, or a lessening of Chinese governmental control of the exchange rate for that currency, in each case leading to an increase in its value relative to the U.S. dollar, could potentially result in a significant increase in the cost of inventory. These risks and other factors relating to foreign trade could subject us to liability or hinder our ability to access suitable merchandise on acceptable terms, which could adversely impact our results of operations.

Our Company’s growth and profitability depend on the levels of consumer confidence and spending.

Our results of operations are sensitive to changes in overall economic and political conditions that impact consumer spending, including discretionary spending. Many economic factors outside of our control, including the housing market, interest rates, recession, inflation and deflation, energy costs and availability, consumer credit availability and terms, consumer debt levels, tax rates and policy, and unemployment trends influence consumer confidence and spending. The domestic and international political situation and actions also affect consumer confidence and spending. Additional events that could impact our performance include pandemics, terrorist threats and activities, worldwide military and domestic disturbances and conflicts, political instability and civil unrest. Declines in the level of consumer spending could adversely affect our growth and profitability.

Our business is seasonal, which impacts our results of operations.

Our annual earnings and cash flows depend to a great extent on the results of operations for the last quarter of our fiscal year, which includes the holiday season. Our fiscal fourth-quarter results may fluctuate significantly, based on many factors, including holiday spending patterns and weather conditions. This seasonality causes our operating results to vary considerably from quarter to quarter.

Our profitability may be impacted by weather conditions.

Our merchandise assortments reflect assumptions regarding expected weather patterns and our profitability depends on our ability to timely deliver seasonally appropriate inventory. Unseasonable or unexpected weather conditions such as warm temperatures during the winter season or prolonged or extreme periods of warm or cold temperatures could render a portion of our inventory incompatible

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with consumer needs. Extreme weather or natural disasters could also severely hinder our ability to timely deliver seasonally appropriate merchandise, delay capital improvements or cause us to close stores. A reduction in the demand for or supply of our seasonal merchandise could have an adverse effect on our inventory levels, gross margins and results of operations.

Changes in federal, state or local laws and regulations could increase our expenses and adversely affect our results of operations.

Our business is subject to a wide array of laws and regulations. The current political environment, financial reform legislation, the current high level of government intervention and activism, regulatory reform and stockholder activism may result in substantial new regulations and disclosure obligations, which may lead to additional compliance costs as well as the diversion of our management’s time and attention from strategic initiatives. If we fail to comply with applicable laws and regulations we could be subject to legal risk, including government enforcement action and class action civil litigation that could increase our cost of doing business. Changes in the regulatory environment regarding topics such as privacy and information security, product safety or environmental protection, including regulations in response to concerns regarding climate change, collective bargaining agreements and health care mandates, among others, could also cause our compliance costs to increase and adversely affect our results of operations.

Legal and regulatory proceedings could have an adverse impact on our results of operations.

Our Company is subject to various legal and regulatory proceedings relating to our business, certain of which may involve jurisdictions with reputations for aggressive application of laws and procedures against corporate defendants. We are impacted by trends in litigation, including class action litigation brought under various consumer protection, employment, and privacy and information security laws. In addition, litigation risks related to claims that technologies we use infringe intellectual property rights of third parties have been amplified by the increase in third parties whose primary business is to assert such claims. Reserves are established based on our best estimates of our potential liability. However, we cannot accurately predict the ultimate outcome of any such proceedings due to the inherent uncertainties of litigation. Regardless of the outcome or whether the claims are meritorious, legal and regulatory proceedings may require that we devote substantial time and expense to defend our Company. Unfavorable rulings could result in a material adverse impact on our business, financial condition or results of operations.

Significant changes in discount rates, actual investment return on pension assets, and other factors could affect our earnings, equity, and pension contributions in future periods.

Our earnings may be positively or negatively impacted by the amount of income or expense recorded for our qualified pension plan. Generally accepted accounting principles in the United States of America (GAAP) require that income or expense for the plan be calculated at the annual measurement date using actuarial assumptions and calculations. The most significant assumptions relate to the capital markets, interest rates and other economic conditions. Changes in key economic indicators can change the assumptions. Two critical assumptions used to estimate pension income or expense for the year are the expected long-term rate of return on plan assets and the discount rate. In addition, at the measurement date, we must also reflect the funded status of the plan (assets and liabilities) on the balance sheet, which may result in a significant change to equity through a reduction or increase to other comprehensive income. Although GAAP expense and pension contributions are not directly related, the key economic factors that affect GAAP expense would also likely affect the amount of cash we could be required to contribute to the pension plan. Potential pension contributions include both mandatory amounts required under federal law and discretionary contributions to improve a plan’s funded status.

Provisions in our charter and bylaws, Delaware law, and our stockholder rights plan could delay and discourage takeover attempts that stockholders may consider favorable.

Certain provisions of our Restated Certificate of Incorporation, as amended, and Bylaws, as amended, and applicable provisions of Delaware corporate law, could make it more difficult for a third party to acquire control of us or have the effect of discouraging a third party from attempting to acquire control of us. Our Restated Certificate of Incorporation authorizes our Board of Directors to issue preferred stock, which could be issued as a defensive measure in response to a takeover proposal. In addition, our Bylaws provide that special meetings of our stockholders may only be called by the Board of Directors. We are also subject to Section 203 of the Delaware General Corporation Law, which prohibits a person who owns in excess of 15% of our outstanding voting stock from merging or combining with us for a period of three years after the date of the transaction in which the person acquired in excess of 15% of our outstanding voting stock, unless the merger or combination is approved in a prescribed manner. In addition, the fact that our ability to utilize our tax net operating losses could be adversely affected by a change in control could have an anti-takeover effect.

We adopted a stockholder rights plan in August 2013 that could make it more difficult for a third party to acquire, or could discourage a third party from acquiring, our Company or a large block of our common stock. A third party that acquires 10% or more of our common stock could suffer substantial dilution of its ownership interest under the terms of the stockholder rights plan through the issuance of common stock or common stock equivalents to all stockholders other than the acquiring person.

The foregoing provisions may adversely affect the marketability of the common stock by discouraging potential investors from acquiring our stock. In addition, these provisions could delay or frustrate the removal of incumbent directors and could make more difficult a merger, tender offer or proxy contest involving us, or impede an attempt to acquire a significant or controlling interest in us, even if such events might be beneficial to us and our stockholders.

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Our stock price has been and may continue to be volatile.

The market price of our common stock has fluctuated substantially and may continue to fluctuate significantly. Future announcements or disclosures concerning us or any of our competitors, our strategic initiatives, our sales and profitability, any quarterly variations in actual or anticipated operating results or comparable sales, any failure to meet analysts’ expectations and sales of large blocks of our common stock, among other factors, could cause the market price of our common stock to fluctuate substantially. In addition, the stock market has experienced price and volume fluctuations that have affected the market price of many retail and other stocks and that have often been unrelated or disproportionate to the operating performance of these companies. Securities class action litigation has often been instituted against companies following periods of volatility in the overall market and in the market price of a company’s securities. Such litigation, if instituted against us, could result in substantial costs, divert our management’s attention and resources and have an adverse effect on our business, results of operations and financial condition. This volatility could affect the price at which you could sell shares of our common stock.

The Company’s ability to use net operating loss carry-forwards to offset future taxable income for U.S. federal income tax purposes may be limited.

In fiscal 2012, the Company incurred a federal net operating loss (“NOL”) of approximately $1.5 billion of which approximately $0.3 billion was carried-back. The remaining NOL carry-forward (expiring in 2032) is available to offset future taxable income. The pre-tax losses of $1.1 billion incurred in the first and second quarters of fiscal 2013 as adjusted for book and tax timing differences increase the federal carryforward and would expire in 2033. The total federal carryforward at August 3, 2013 is approximately $2.3 billion.

Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”) imposes an annual limitation on the amount of taxable income that may be offset if a corporation experiences an “ownership change” as defined in Section 382 of the Code. An ownership change occurs when the Company’s “five-percent shareholders” (as defined in Section 382 of the Code) collectively increase their ownership in the Company by more than 50 percentage points (by value) over a rolling three-year period.

If an ownership change occurs, the amount of the taxable income for any post-change year which may be offset by a pre-change loss is subject to an annual limitation that is cumulative to the extent it is not all utilized in a year. This limitation is derived by multiplying the fair market value of the Company stock as of the ownership change by the applicable federal long-term tax-exempt rate which was 3.16% at August 3, 2013. To the extent that a company has a net unrealized built-in gain at the time of an ownership change, which is realized or deemed recognized during the five-year period following the ownership change, there is an increase in the annual limitation for each of the first five-years.

The Company has an ongoing study of the rolling three-year testing periods. Final conclusions of the study will depend on information that may not have yet been filed with the Securities and Exchange Commission (“SEC”) by all five-percent shareholders. Based upon the information that has been filed with the SEC as of September 6, 2013, the company has not had a Section 382 ownership change through August 3, 2013.

If an ownership change should occur in the future, the Company’s ability to use the NOL to offset future taxable income will be subject to an annual limitation and will depend on the amount of taxable income generated by the Company in future periods. There is no assurance that the Company will be able to fully utilize the NOL and the Company could be required to record an additional valuation allowance related to the amount of the NOL that may not be realized, which could impact the Company’s result of operations.

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Item 6. Exhibits

Exhibit Index

		Incorporated by Reference
Exhibit No.	Exhibit Description	Form	SEC File No.	Exhibit	Filing Date	Filed (†) Herewith (as indicated)
3.1	Restated Certificate of Incorporation of J. C. Penney Company, Inc., as amended to May 20, 2011	10-Q	001-15274	3.1	6/8/2011
3.2	J. C. Penney Company, Inc. Bylaws, as amended to July 23, 2013	8-K	001-15274	3.1	7/26/2013
10.1	Sixth Supplemental Indenture, dated as of May 20, 2013, among J. C. Penney Corporation, Inc., J. C. Penney Company, Inc., as co-obligor, and Wilmington Trust, National Association, as successor trustee	8-K	001-15274	4.1	5/24/2013
10.2	First Amendment, dated as of May 20, 2013, to the Amended and Restated Credit Agreement, dated as of January 27, 2012, as further amended and restated as of February 8, 2013, among J. C. Penney Company, Inc., J. C. Penney Corporation, Inc., J. C. Penney Purchasing Corporation, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and Wells Fargo Bank, National Association, as LC agent	8-K	001-15274	10.1	5/24/2013
10.3	Credit and Guaranty Agreement, dated as of May 22, 2013, among J. C. Penney Company, Inc., J. C. Penney Corporation, Inc., the subsidiary guarantors party thereto, the financial institutions party thereto as lenders, Goldman Sachs Bank USA, as administrative agent, collateral agent and lead arranger, the other joint arrangers and joint bookrunners party thereto and the other agents party thereto					†
10.4	Pledge and Security Agreement, dated as of May 22, 2013, among J. C. Penney Company, Inc., J. C. Penney Corporation, Inc., the subsidiary guarantors party thereto and Goldman Sachs Bank USA, as collateral agent					†

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		Incorporated by Reference
Exhibit No.	Exhibit Description	Form	SEC File No.	Exhibit	Filing Date	Filed (†) Herewith (as indicated)
10.5	Intercreditor and Collateral Cooperation Agreement, dated as of May 22, 2013, among JPMorgan Chase Bank, N.A., as representative with respect to the ABL credit agreement, Goldman Sachs Bank USA, as representative with respect to the term loan agreement, J. C. Penney Company, Inc., J. C. Penney Corporation, Inc. and the subsidiary guarantors party thereto					†
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002					†
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002					†
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002					†
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002					†
101.INS	XBRL Instance Document					†
101.SCH	XBRL Taxonomy Extension Schema Document					†
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document					†
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document					†
101.LAB	XBRL Taxonomy Extension Label Linkbase Document					†
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document					†

43

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

J. C. PENNEY COMPANY, INC.
By	/s/ Mark R. Sweeney
Mark R. Sweeney Senior Vice President and Controller (Principal Accounting Officer)

Date: September 10, 2013

44

EX-10.3

Exhibit 10.3

EXECUTION VERSION

PUBLISHED DEAL CUSIP NO. 46611NAC7

PUBLISHED FACILITY CUSIP NO. 46611NAD5

CREDIT AND GUARANTY AGREEMENT

dated as of May 22, 2013

among

J. C. PENNEY CORPORATION, INC.,

as Borrower,

J. C. PENNEY COMPANY, INC., and

CERTAIN SUBSIDIARIES OF J. C. PENNEY CORPORATION, INC.,

as Guarantors,

VARIOUS LENDERS,

GOLDMAN SACHS BANK USA,

as Administrative Agent, Collateral Agent and Lead Arranger,

GOLDMAN SACHS BANK USA,

BARCLAYS BANK PLC,

J.P. MORGAN SECURITIES LLC,

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, and

UBS SECURITIES LLC,

as Joint Arrangers and Joint Bookrunners,

BARCLAYS BANK PLC, and

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

as Syndication Agents

and

J.P. MORGAN SECURITIES LLC, and

UBS SECURITIES LLC,

as Documentation Agents

$2,250,000,000 Term Loan

TABLE OF CONTENTS

	Page
SECTION 1. DEFINITIONS AND INTERPRETATION		1
1.1. Definitions		1
1.2. Accounting Terms		38
1.3. Interpretation, Etc.		39
SECTION 2. LOANS		39
2.1. Loans		39
2.2. [Reserved]		40
2.3. [Reserved]		40
2.4. [Reserved]		40
2.5. Pro Rata Shares; Availability of Funds		40
2.6. Use of Proceeds		41
2.7. Evidence of Debt; Register; Lenders’ Books and Records; Notes		41
2.8. Interest on Loans		42
2.9. Conversion/Continuation		43
2.10. Default Interest		44
2.11. Fees		44
2.12. Scheduled Payments/Commitment Reductions		44
2.13. Voluntary Prepayments		45
2.14. Mandatory Prepayments		46
2.15. Application of Prepayments		47
2.16. General Provisions Regarding Payments		48
2.17. Ratable Sharing		50
2.18. Making or Maintaining Eurodollar Rate Loans		50
2.19. Increased Costs; Capital Adequacy		52
2.20. Taxes; Withholding, Etc.		53
2.21. Obligation to Mitigate		56
2.22. Defaulting Lenders		57
2.23. Removal or Replacement of a Lender		58
2.24. [Reserved]		59
2.25. Extensions of Loans		59
SECTION 3. CONDITIONS PRECEDENT		61
3.1. Closing Date		61
3.2. Conditions to Each Credit Extension		65
SECTION 4. REPRESENTATIONS AND WARRANTIES		66
4.1. Organization; Requisite Power and Authority; Qualification		66
4.2. Equity Interests and Ownership		66
4.3. [Reserved]		66
4.4. Governmental Consents; No Conflict		66
4.5. [Reserved]		67
4.6. Binding Obligation		67
4.7. Historical Financial Statements		67

ii

4.8. [Reserved]	67
4.9. No Material Adverse Change	67
4.10. [Reserved]	67
4.11. Litigation	67
4.12. Payment of Taxes	68
4.13. Properties	68
4.14. Environmental Matters	68
4.15. Compliance with Laws and Agreements; No Defaults	69
4.16. [Reserved]	69
4.17. Governmental Regulation	69
4.18. Federal Reserve Regulations; Exchange Act	69
4.19. Employee Matters	69
4.20. Employee Benefit Plans	69
4.21. [Reserved]	69
4.22. Solvency	69
4.23. [Reserved]	70
4.24. [Reserved]	70
4.25. Disclosure	70
4.26. [Reserved]	70
4.27. PATRIOT Act	70
SECTION 5. AFFIRMATIVE COVENANTS	70
5.1. Financial Statements and Other Reports	70
5.2. Existence	74
5.3. Payment of Obligations	74
5.4. Maintenance of Properties	74
5.5. Insurance	74
5.6. Books and Records; Inspections	75
5.7. Lenders Meetings	75
5.8. Compliance with Laws	76
5.9. Environmental	76
5.10. Subsidiaries	77
5.11. Additional Material Real Estate Assets	78
5.12. [Reserved]	78
5.13. Further Assurances	78
5.14. Maintenance of Ratings	78
5.15. Post-Closing Matters	78
SECTION 6. NEGATIVE COVENANTS	79
6.1. Indebtedness	79
6.2. Liens	82
6.3. Restrictive Agreements	84
6.4. Restricted Payments	85
6.5. Restrictions on Non-Material Subsidiaries	87
6.6. Investments, Loans, Advances, Guarantees and Acquisitions	88
6.7. Asset Sales	90
6.8. Fundamental Changes	93

iii

6.9. Disposal of Subsidiary Interests	94
6.10. Sales and Leaseback Transactions	94
6.11. Transactions with Affiliates	94
6.12. Conduct of Business	95
6.13. Permitted Activities of Holdings	95
6.14. Certain Payments of Indebtedness	95
6.15. Amendments of Organizational Documents	96
6.16. Net Settlement of Convertible Indebtedness	96
SECTION 7. GUARANTY	97
7.1. Guaranty of the Obligations	97
7.2. Contribution by Guarantors	97
7.3. Payment by Guarantors	97
7.4. Liability of Guarantors Absolute	98
7.5. Waivers by Guarantors	100
7.6. Guarantors’ Rights of Subrogation, Contribution, Etc.	100
7.7. Subordination of Other Obligations	101
7.8. Continuing Guaranty	101
7.9. Authority of Guarantors or Borrower	101
7.10. Financial Condition of Borrower	102
7.11. Bankruptcy, Etc.	102
7.12. Discharge of Guaranty Upon Sale of Guarantor	102
SECTION 8. EVENTS OF DEFAULT	103
8.1. Events of Default	103
SECTION 9. AGENTS	105
9.1. Appointment of Agents	105
9.2. Powers and Duties	106
9.3. General Immunity	106
9.4. Agents Entitled to Act as Lender	108
9.5. Lenders’ Representations, Warranties and Acknowledgment	108
9.6. Right to Indemnity	109
9.7. Successor Administrative Agent and Collateral Agent	109
9.8. Collateral Documents and Guaranty	111
9.9. Withholding Taxes	114
9.10. Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim	114
SECTION 10. MISCELLANEOUS	115
10.1. Notices	115
10.2. Expenses	117
10.3. Indemnity	117
10.4. Set-Off	119
10.5. Amendments and Waivers	119
10.6. Successors and Assigns; Participations	121
10.7. Independence of Covenants	127

iv

10.8. Survival of Representations, Warranties and Agreements	127
10.9. No Waiver; Remedies Cumulative	127
10.10. Marshalling; Payments Set Aside	127
10.11. Severability	128
10.12. Obligations Several; Independent Nature of Lenders’ Rights	128
10.13. Headings	128
10.14. APPLICABLE LAW	128
10.15. CONSENT TO JURISDICTION	128
10.16. WAIVER OF JURY TRIAL	129
10.17. Confidentiality	130
10.18. Usury Savings Clause	130
10.19. Effectiveness; Counterparts	131
10.20. PATRIOT Act	131
10.21. Electronic Execution of Assignments	131
10.22. No Fiduciary Duty	131

v

APPENDICES:	A	Commitments
	B	Notice Addresses

SCHEDULES:	1.1(a)	Fringe Land
	1.1(b)	TBA/Vacant Parcels
	3.1(a)	Closing Date Credit Documents
	3.1(d)(A)	Closing Date Mortgaged Properties
	3.1(d)(B)	Schedule B Properties
	4.2	Equity Interests and Ownership
	4.13	Real Estate Assets
	4.14	Disclosed Matters
	5.15	Post-Closing Matters
	6.1	Certain Indebtedness
	6.2	Certain Liens
	6.3	Certain Restrictive Agreements
	6.6	Certain Investments
EXHIBITS:	A-1	Funding Notice
	A-2	Conversion/Continuation Notice
	B	Note
	C	Compliance Certificate
	D	Assignment Agreement
	E	Certificate re Non-Bank Status
	F	Closing Date Certificate
	G	Counterpart Agreement
	H	Pledge and Security Agreement
	I	Modified Dutch Auction Procedures
	J	Intercreditor Agreement
	K	Incumbency Certificate

vi

CREDIT AND GUARANTY AGREEMENT

This CREDIT AND GUARANTY AGREEMENT, dated as of May 22, 2013, is entered into by and among J. C. PENNEY CORPORATION, INC., a Delaware corporation (“Borrower”), J. C. PENNEY COMPANY, INC., a Delaware corporation (“Holdings”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS BANK USA (“Goldman Sachs”), as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”) and as Lead Arranger (in such capacity, the “Lead Arranger”), Goldman Sachs, BARCLAYS BANK PLC (“Barclays”), J.P. MORGAN SECURITIES LLC (“JPMorgan”), MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (“MLPFS”), and UBS SECURITIES LLC (“UBSS”), as Joint Arrangers (in such capacities, “Joint Arrangers”) and Joint Bookrunners, Barclays and MLPFS, as Syndication Agents (in such capacities, “Syndication Agents”), and JPMorgan and UBSS, as Documentation Agents (in such capacities, “Documentation Agents”).

RECITALS:

WHEREAS, capitalized terms used in these Recitals shall have the respective meanings set forth for such terms in Section 1.1 hereof;

WHEREAS, Lenders have agreed to extend Loans to Borrower, in an aggregate principal amount not to exceed $2,250,000,000, the proceeds of which will be used either (a) (i) to obtain consents to the amendment of the 2023 Indenture, and, if applicable, to finance the repurchase of all or a portion of the 2023 Debentures or (ii) to finance the satisfaction and discharge in full of the 2023 Debentures not repurchased, and (b) to fund the ongoing working capital requirements and general corporate purpose of Borrower and its Subsidiaries;

WHEREAS, Borrower has agreed to secure all of its Obligations by granting to Collateral Agent, for the benefit of Secured Parties, a Lien on substantially all of its assets, including a pledge of all of the Equity Interests of certain of its Subsidiaries; and

WHEREAS, Guarantors have agreed to guarantee the obligations of Borrower hereunder and to secure their respective Obligations by granting to Collateral Agent, for the benefit of Secured Parties, a Lien on substantially all of their respective assets, including a pledge of all of the Equity Interests of certain of their respective Subsidiaries (excluding Borrower).

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

SECTION 1. DEFINITIONS AND INTERPRETATION

1.1. Definitions. The following terms used herein, including in the preamble, recitals, exhibits and schedules hereto, shall have the following meanings:

1

“1994 Indenture” means the Indenture, dated as of April 1, 1994, between Holdings and Bank of America National Trust and Savings Association, as amended by a first supplemental indenture, dated as of January 27, 2002 between Holdings. and U.S. Bank National Association, and a second supplemental indenture, dated as of July 26, 2002, by and among Holdings, Borrower and U.S. Bank National Association, as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time.

“2023 Indenture” means the Indenture, dated as of October 1, 1982 as supplemented by the First Supplemental Indenture dated as of March 15, 1983, the Second Supplemental Indenture dated as of May 1, 1984, the Third Supplemental Indenture dated as of March 7, 1986, the Fourth Supplemental Indenture dated as of June 7, 1991 and the Fifth Supplemental Indenture dated as of January 27, 2002 between the Borrower and U.S. Bank National Association (successor to Bank of America National Trust and Savings Association), as Trustee.

“2023 Debentures” means the 7-1/8% Debentures due 2023 issued by Borrower pursuant to the 2023 Indenture.

“ABL Credit Agreement” means that certain Amended and Restated Credit Agreement, dated as of January 27, 2012, as further amended and restated as of February 8, 2013, among Holdings, Borrower, Purchasing, the ABL Lenders, JPMorgan Chase Bank, N.A., as Administrative Agent, Wells Fargo Bank, National Association, as LC Agent, and certain other Persons party thereto, as the same may be amended, restated, supplemented, replaced or Refinanced.

“ABL Lender” means the lenders from time to time party to the ABL Credit Agreement.

“ABL Priority Collateral” means the “ABL Priority Collateral” as defined in the Intercreditor Agreement.

“Adjusted Eurodollar Rate” means, for any Interest Rate Determination Date with respect to an Interest Period for a Eurodollar Rate Loan, the rate per annum obtained by dividing (i) (a) the rate per annum equal to the rate determined by Administrative Agent to be the offered rate which appears on the page of the Reuters Screen which displays an average British Bankers Association Interest Settlement Rate (such page currently being LIBOR01 page) for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (b) in the event the rate referenced in the preceding clause (a) does not appear on such page or service or if such page or service shall cease to be available, the rate per annum (rounded to the nearest 1/100 of 1%) equal to the rate determined by Administrative Agent to be the offered rate on such other page or other service which displays an average British Bankers Association Interest Settlement Rate for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (c) in the event the rates referenced in the preceding clauses (a) and (b) are not available, the rate per annum (rounded to the nearest 1/100 of 1%) equal to the offered quotation rate to first class banks in the

2

London interbank market by JPMorgan Chase Bank, N.A. for deposits (for delivery on the first day of the relevant period) in Dollars of amounts in same day funds comparable to the principal amount of the applicable Loan of Administrative Agent, in its capacity as a Lender, for which the Adjusted Eurodollar Rate is then being determined with maturities comparable to such period as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, by (ii) an amount equal to (a) one minus (b) the Applicable Reserve Requirement; provided, however, that notwithstanding the foregoing, the Adjusted Eurodollar Rate shall at no time be less than 1.00% per annum.

“Administrative Agent” as defined in the preamble hereto.

“Affected Lender” as defined in Section 2.18(b).

“Affected Loans” as defined in Section 2.18(b).

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agent” means each of (i) Administrative Agent, (ii) each Syndication Agent, (iii) Collateral Agent, (iv) each Documentation Agent, (v) Lead Arranger, (vi) each Joint Arranger, (vii) each Joint Bookrunner and (viii) any other Person appointed under the Credit Documents to serve in an agent or similar capacity, including, without limitation, any Auction Manager.

“Agent Affiliates” as defined in Section 10.1(b)(iii).

“Aggregate Amounts Due” as defined in Section 2.17.

“Aggregate Payments” as defined in Section 7.2.

“Agreed Values” as defined in Schedule 3.1(d)(A).

“Agreement” means this Credit and Guaranty Agreement, dated as of the date hereof, as it may be amended, restated, supplemented or otherwise modified from time to time.

“Applicable Margin” means, (i) with respect to Eurodollar Rate Loans, 5.00% per annum, and (ii) with respect to Base Rate Loans, 4.00% per annum.

“Applicable Reserve Requirement” means, at any time, for any Eurodollar Rate Loan, the maximum rate, expressed as a decimal, at which reserves (including any basic marginal, special, supplemental, emergency or other reserves) are required to be maintained by member banks of the United States Federal Reserve System (or any successor thereto) with respect thereto against “Eurocurrency liabilities” (as such term is defined in Regulation D) under regulations issued from time to time by the Board of Governors or other applicable banking regulator. Without limiting the effect of the foregoing, the Applicable Reserve Requirement shall reflect any other reserves required to be maintained by such member banks with respect to (i) any category of liabilities which includes deposits by reference to which the applicable

3

Adjusted Eurodollar Rate is to be determined, or (ii) any category of extensions of credit or other assets which include Eurodollar Rate Loans. A Eurodollar Rate Loan shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefits of credit for proration, exceptions or offsets that may be available from time to time to the applicable Lender. The rate of interest on Eurodollar Rate Loans shall be adjusted automatically on and as of the effective date of any change in the Applicable Reserve Requirement.

“Approved Electronic Communications” means any notice, demand, communication, information, document or other material that any Credit Party provides to Administrative Agent pursuant to any Credit Document or the transactions contemplated therein which is distributed to Agents or Lenders by means of electronic communications pursuant to Section 10.1(b).

“Asset Sale” means a sale, lease or sub-lease (as lessor or sublessor), sale and leaseback, assignment, conveyance, exclusive license (as licensor or sublicensor), transfer or other disposition to, or any exchange of property with, any Person (including the voluntary termination of a lease or other contract for consideration), in one transaction or a series of transactions, of all or any part of Holdings’ or any of its Subsidiaries’ businesses, assets or properties of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, including the Equity Interests of any of Holdings’ Subsidiaries, other than (i) inventory (or other assets) sold, leased or licensed out in the ordinary course of business (excluding any such sales, leases or licenses out by operations or divisions discontinued or to be discontinued), (ii) any disposition (as defined in Section 6.7) permitted by Section 6.7 of or with respect to assets (A) not constituting Collateral and (B) not required to become Collateral pursuant to Schedule 5.15, (iii) any disposition (as defined in Section 6.7) permitted by Section 6.7 of or with respect to assets which are required to become Collateral pursuant to clause 6 of Schedule 5.15 (whether or not such assets constitute Collateral at the time of such disposition), (iv) any other disposition (as defined in Section 6.7) permitted by Section 6.7 other than pursuant to clauses (m), (p), (s) or (u) (with respect to any termination of a ground lease constituting Collateral or required to become Collateral pursuant to Section 5.15) thereof, and (v) sales, leases or licenses out of other assets for aggregate consideration of less than $5,000,000 in the aggregate during any Fiscal Year.

“Assignment Agreement” means, as applicable, (a) an Assignment and Assumption Agreement substantially in the form of Exhibit D, with such amendments or modifications as may be approved by Administrative Agent or (b) a Borrower Assignment Agreement.

“Assignment Effective Date” as defined in Section 10.6(b).

“Auction” as defined in Section 10.6(i)(i).

“Auction Manager” means (a) either Administrative Agent or Arranger, as determined by Borrower, or any of their respective Affiliates or (b) any other financial institution or advisor agreed by Borrower and Administrative Agent (whether or not an Affiliate of

4

Administrative Agent) to act as an arranger in connection with any repurchases pursuant to Section 10.6(i).

“Authorized Officer” means, as applied to any Person, any individual holding the position of chairman of the board (if an officer), chief executive officer, president, vice president (or the equivalent thereof), chief financial officer or treasurer of such Person; provided that the secretary or assistant secretary of such Person shall have delivered an incumbency certificate to Administrative Agent as to the authority of such Authorized Officer.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

“Base Rate” means, for any day, a rate per annum equal to the greatest of (i) the Prime Rate in effect on such day, (ii) the Federal Funds Effective Rate in effect on such day plus  ¹/₂ of 1% and (iii) the sum of (a) the Adjusted Eurodollar Rate (after giving effect to any Adjusted Eurodollar Rate “floor”) that would be payable on such day for a Eurodollar Rate Loan with a one-month interest period plus (b) the difference between the Applicable Margin for Eurodollar Rate Loans and the Applicable Margin for Base Rate Loans; provided, however, that notwithstanding the foregoing, the Base Rate shall at no time be less than 2.00% per annum. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

“Base Rate Loan” means a Loan bearing interest at a rate determined by reference to the Base Rate.

“Beneficiary” means each Agent and each Lender.

“Board of Governors” means the Board of Governors of the United States Federal Reserve System, or any successor thereto.

“Borrower” as defined in the preamble hereto.

“Borrower Assignment Agreement” means an Assignment and Assumption Agreement substantially in the form of Annex C to Exhibit I, with such amendments or modifications as may be approved by Administrative Agent.

“Business Day” means (i) any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in such state are authorized or required by law or other governmental action to close and (ii) with respect to all notices, determinations, fundings and payments in connection with the Adjusted Eurodollar Rate or any Eurodollar Rate Loans, the term “Business Day” means any day which is a Business Day described in clause (i) and which is also a day for trading by and between banks in Dollar deposits in the London interbank market.

“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be

5

classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Certificate re Non-Bank Status” means a certificate substantially in the form of Exhibit E.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Change of Control” means, (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person other than Holdings or a wholly owned Subsidiary of Holdings of any Equity Interest in Borrower; (b) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the Closing Date) other than any Permitted Holder or any retirement or savings plan for employees of Holdings and its Subsidiaries, of Equity Interests representing more than 42.5% of either the aggregate ordinary voting power or the aggregate equity value represented by the issued and outstanding Equity Interests in Holdings; (c) occupation of a majority of the seats (other than vacant seats) on the board of directors of Holdings by Persons who were neither (i) nominated by the board of directors of Holdings, or a committee thereof, nor (ii) appointed by directors so nominated; or (d) the occurrence of any “change of control” (or similar event, however denominated) under and as defined in any indenture or other agreement or instrument evidencing, governing the rights of the holders of or otherwise relating to any Material Indebtedness. Notwithstanding the foregoing, the acquisition by a financial institution of Equity Interests in Holdings acquired by such financial institution pursuant to an underwriting arrangement in the ordinary course of its business shall not constitute a “Change of Control”.

“Class” means (i) with respect to Lenders, Lenders having Loan Exposure, and (ii) with respect to Loans, the Loans.

“Closing Date” means May 22, 2013.

“Closing Date Certificate” means a Closing Date Certificate substantially in the form of Exhibit F.

“Closing Date Mortgaged Property” as defined in Section 3.1(d)(i).

6

“Collateral” means, collectively, all of the real, personal and mixed property (including Equity Interests) in which Liens are purported to be granted pursuant to the Collateral Documents as security for the Obligations.

“Collateral Agent” as defined in the preamble hereto.

“Collateral Documents” means the Pledge and Security Agreement, the Mortgages, the Intellectual Property Security Agreements, the Intercreditor Agreement, and all other instruments, documents and agreements delivered by or on behalf of any Credit Party pursuant to this Agreement or any of the other Credit Documents in order to grant to Collateral Agent, for the benefit of Secured Parties, a Lien on any real, personal or mixed property of that Credit Party as security for the Obligations.

“Collateral Questionnaire” means a certificate in form reasonably satisfactory to Collateral Agent that provides information with respect to the personal or mixed property of each Credit Party.

“Commitment” means the commitment of a Lender to make or otherwise fund a Loan and “Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s Commitment, if any, is set forth on Appendix A or in the applicable Assignment Agreement, subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the Commitments as of the Closing Date is $2,250,000,000.

“Commitment Letter” means the Commitment Letter, dated April 28, 2013, among Goldman Sachs, Holdings and Borrower, as supplemented by each Joinder Letter thereto, executed by Goldman Sachs, Holdings, Borrower and the applicable Joint Arranger and Joint Bookrunner party thereto.

“Common Collateral” as defined in the Intercreditor Agreement.

“Compliance Certificate” means a Compliance Certificate substantially in the form of Exhibit C.

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes).

“Consolidated Adjusted EBITDA” means, for any period, Consolidated Net Income for such period (disregarding any non-cash charges or credits related to any Plan, any non-qualified supplemental pension plan maintained, sponsored or contributed to by Holdings or any ERISA Affiliate, or any Multiemployer Plan) plus:

(a) without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of:

(i) consolidated interest expense for such period, plus

7

(ii) consolidated financing costs associated with securitization programs for such period, plus

(iii) consolidated income tax expense for such period, plus

(iv) all amounts attributable to depreciation and amortization for such period, plus

(v) any extraordinary, unusual or non-recurring charges for such period, plus

(vi) any fees, expenses or charges related to any equity offering, permitted acquisition or other investment, Asset Sale or other disposition, or incurrence or refinancing of (or amendment or other modification to the documents evidencing any) Indebtedness (in each case, whether or not successful or consummated) permitted to be made or incurred hereunder, including fees, expenses or charges relating to the Transactions, plus

(vii) any premium, make-whole or penalty payments that are required to be made in connection with any prepayment of Indebtedness, plus

(viii) any non-cash charges for such period; provided that in the event Holdings or any Subsidiary makes any cash payment in respect of any such non-cash charge, such cash payment shall be deducted from Consolidated Adjusted EBITDA in the period in which such payment is made, plus

(ix) the amount of cash restructuring charges and curtailments and modifications to pension and post-retirement employee benefit plans incurred during such period;

and minus:

(b) without duplication and to the extent included in determining such Consolidated Net Income, the sum of:

(i) any extraordinary, unusual or non-recurring gains for such period, plus

(ii) non-cash gains for such period, plus

(iii) any gains resulting from repurchases of Loans pursuant to Section 10.6(i);

all determined on a consolidated basis in accordance with GAAP.

“Consolidated Capital Expenditures” means, for any period, with respect to Holdings, the aggregate of all expenditures by Holdings and its consolidated Subsidiaries for the acquisition or leasing (pursuant to Capital Lease Obligations) of fixed or capital assets or

8

additions to equipment (including replacements, capitalized repairs and improvements during such period) that are required to be capitalized under GAAP on a consolidated balance sheet of Holdings and its consolidated Subsidiaries; provided, however, that Capital Expenditures for Holdings and its consolidated Subsidiaries shall not include: (a) expenditures to the extent they are made with proceeds of the issuance of Equity Interests of Holdings, (b) expenditures with proceeds of insurance settlements, condemnation awards, eminent domain and other settlements in respect of lost (including through eminent domain), destroyed, damaged or condemned assets, equipment or other property, (c) interest capitalized during such period to the extent included in Consolidated Cash Interest Expense, (d) expenditures that are accounted for as capital expenditures of Holdings or any consolidated Subsidiary and that actually are (i) paid for by a third party (excluding Holdings or any consolidated Subsidiary thereof) and for which neither Holdings nor any Subsidiary has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such third party or any other Person (whether before, during or after such period) or (ii) contractually required to be, and are, reimbursed to the Credit Parties in cash by a third party (including landlords) during such period, (e) the book value of any asset owned by Holdings or any of its consolidated Subsidiaries prior to or during such period to the extent that such book value is included as a capital expenditure during such period as a result of Holdings or such consolidated Subsidiary reusing or beginning to reuse such asset during such period without a corresponding expenditure actually having been made in such period, (f) the purchase price of equipment purchased during such period to the extent the consideration therefor consists of any combination of (i) used or surplus equipment traded in at the time of such purchase and (ii) the proceeds of a sale of used or surplus equipment made within 90 days of the time of such purchase, in each case, in the ordinary course of business, and (g) expenditures to the extent constituting any portion of the purchase price of an acquisition of, or investment in, a business or line of business permitted under Section 6.6, which, in accordance with GAAP, are or should be capitalized under GAAP.

“Consolidated Cash Interest Expense” means, for any period, Consolidated Interest Expense during such period (excluding interest which is payable in kind, but including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under Swap Agreements entered into to hedge interest rates to the extent such net costs are allocable to such period in accordance with GAAP (for purposes of clarification, excluding fees and expenses paid in connection with the establishment of this Agreement)), all determined on a consolidated basis in accordance with GAAP.

“Consolidated Current Assets” means, as at any date of determination, the total assets of a Person and its Subsidiaries on a consolidated basis that may properly be classified as current assets in conformity with GAAP, excluding cash and Permitted Investments.

“Consolidated Current Liabilities” means, as at any date of determination, the total liabilities of a Person and its Subsidiaries on a consolidated basis that may properly be classified as current liabilities in conformity with GAAP, excluding the current portion of long term debt.

“Consolidated Excess Cash Flow” means, for any period, an amount (if positive) equal to:

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(a) the sum, without duplication, of the amounts for such period of

(i) Consolidated Net Income, plus,

(ii) to the extent reducing Consolidated Net Income, the sum, without duplication, of amounts for non-cash charges, including for depreciation and amortization (excluding any such non-cash charge to the extent that it represents an accrual or reserve for potential cash charge in any future period or amortization of a prepaid cash gain that was paid in a prior period), plus

(iii) the Consolidated Working Capital Adjustment;

minus:

(b) non-cash gains increasing Consolidated Net Income for such period;

minus:

(c) the sum, without duplication and to the extent not included in the determination of Consolidated Net Income, of the amounts for such period paid from Internally Generated Cash of:

(i) scheduled repayments and mandatory prepayments of Indebtedness for borrowed money (excluding repayments or prepayments of any revolving credit facility, unless there is an equivalent permanent reduction in commitments thereunder) and scheduled repayments and mandatory prepayments of Capital Lease Obligations (excluding any interest expense portion thereof), plus

(ii) Consolidated Capital Expenditures, plus

(iii) payments in respect of long-term liabilities other than Indebtedness, plus

(iv) investments and acquisitions permitted to be made under Section 6.6, plus

(v) Restricted Payments made pursuant to clauses (i), (j), (k) or (l) of Section 6.4, plus

(vi) the aggregate amount of all other operating expenditures, plus

(vii) the aggregate amount of fees, expenses and charges related to any equity offering, permitted acquisition or other investment, Asset Sale or other disposition, or incurrence or refinancing of (or amendment or other modification to the documents evidencing any) Indebtedness (in each case, whether or not successful or consummated) permitted to be made or incurred hereunder, including fees, expenses and charges relating to the Transactions, plus

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(viii) the aggregate amount of any premium, make-whole or penalty payments that are required to be made in connection with any prepayment of Indebtedness.

“Consolidated Fixed Charges” means, for any period, without duplication, the sum of (a) Consolidated Cash Interest Expense for such period, (b) the aggregate amount of scheduled principal payments during such period in respect of Long-Term Indebtedness (including Capital Lease Obligation payments) of Holdings and its consolidated Subsidiaries (but excluding (i) payments made by Holdings or any Subsidiary to Holdings or a Subsidiary, (ii) payments of principal to the extent made with the proceeds of Long-Term Indebtedness or the proceeds of any issuance or sale of Equity Interests in Holdings, in each case incurred, issued or sold, as applicable, to refinance such principal, (iii) repayments of principal of the loans under the ABL Credit Agreement and (iv) payment of Borrower’s 9% notes due August 2012), (c) the aggregate amount of principal payments paid in cash during such period (other than scheduled principal payments and other than (i) payments made by Holdings or any Subsidiary to Holdings or a Subsidiary, (ii) payments of principal to the extent made with the proceeds of Long-Term Indebtedness incurred to refinance such principal and (iii) repayments of principal of the loans under the ABL Credit Agreement made during such period) in respect of Long-Term Indebtedness (including Capital Lease Obligation payments) of Holdings and the Subsidiaries, to the extent that such payments reduced any scheduled principal payments that would have become due within one year after the date of the applicable payment, and (d) regular scheduled dividends paid in cash in respect of the common stock of Holdings and scheduled mandatory Restricted Payments paid in cash.

“Consolidated Interest Expense” means, for any period, the interest expense (including imputed interest expense in respect of Capital Lease Obligations) of Holdings and the Subsidiaries for such period, including any interest that is capitalized rather than expensed for such period.

“Consolidated Net Income” means, for any period, the net income or loss of Holdings and the Subsidiaries for such period determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income (or loss) of any Person (other than Holdings) in which any other Person (other than Holdings or any Subsidiary or any director holding qualifying shares in compliance with applicable law) owns an Equity Interest, except to the extent of the amount of dividends or other distributions actually paid to Holdings or any of the Subsidiaries during such period, and (b) the income or loss of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with Holdings or any Subsidiary or the date that such Person’s assets are acquired by Holdings or any Subsidiary.

“Consolidated Total Debt” means, as at any date of determination, (a) the aggregate stated balance sheet amount of all Indebtedness of Holdings and its Subsidiaries (or, if higher, the par value or stated face amount outstanding of all such Indebtedness (other than zero coupon Indebtedness)) determined on a consolidated basis in accordance with GAAP, minus (b) the aggregate stated balance sheet amount of cash and cash equivalents (in each case, free and clear of all Liens, other than Permitted Encumbrances and Liens permitted under Section 6.2(a) or 6.2(m)) in excess of the Operating Cash Threshold.

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“Consolidated Working Capital” means, as at any date of determination, the excess of Consolidated Current Assets of Holdings and its Subsidiaries over Consolidated Current Liabilities of Holdings and its Subsidiaries.

“Consolidated Working Capital Adjustment” means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period. In calculating the Consolidated Working Capital Adjustment there shall be excluded the effect of reclassification during such period of current assets to long term assets and current liabilities to long term liabilities and the effect of any acquisition of all or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division of any Person during such period; provided that there shall be included with respect to any such acquisition during such period an amount (which may be a negative number) by which the Consolidated Working Capital acquired in such acquisition as at the time of such acquisition exceeds (or is less than) Consolidated Working Capital at the end of such period.

“Contractual Obligation” means, as applied to any Person, any provision of any Security issued by that Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

“Contributing Guarantors” as defined in Section 7.2.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Conversion/Continuation Date” means the effective date of a continuation or conversion, as the case may be, as set forth in the applicable Conversion/Continuation Notice.

“Conversion/Continuation Notice” means a Conversion/Continuation Notice substantially in the form of Exhibit A-2.

“Counterpart Agreement” means a Counterpart Agreement substantially in the form of Exhibit G delivered by a Credit Party pursuant to Section 5.10.

“Credit Date” means the date of a Credit Extension.

“Credit Document” means any of this Agreement, the Notes, if any, the Collateral Documents, and any other documents, certificates, instruments or agreements executed and delivered by or on behalf of a Credit Party for the benefit of any Agent or any Lender in connection herewith on or after the date hereof that specifically identifies itself as a “Credit Document”.

“Credit Extension” means the making of a Loan.

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“Credit Party” means each Person (other than any Agent or any Lender or any other representative thereof) from time to time party to a Credit Document.

“Credit Rating” means, in the case of Moody’s, the “Corporate Family Rating” (or its equivalent) assigned by Moody’s to Holdings and, in the case of S&P, the “Issuer Credit Rating” assigned by S&P to Borrower.

“Customary Mandatory Prepayment Terms” means, in respect of any Indebtedness, terms requiring any obligor in respect of such Indebtedness to Pay (or offer to Pay) such Indebtedness (a) in the event of a “change in control” (or similar event) and (b) in the event of an “asset sale” (or similar event, including condemnation or casualty), provided that such mandatory Payment (or offer to Pay) (i) can be avoided pursuant to customary reinvestment rights (it being understood that the terms of such Indebtedness may include additional customary means of avoiding the applicable Payment) and (ii) shall not apply to the sale or disposition of Collateral unless the Payment (or offer to Pay) may be avoided through reinvestment or prepayment of the Obligations. Holdings or Borrower may provide a certificate of a Financial Officer to the effect that the terms of any reinvestment rights or other means of avoiding the applicable Payment referred to in clause (b)(i) above are customary, and such determination shall be conclusive unless Administrative Agent shall have objected to such determination within five Business Days following its receipt of such certificate and the draft documentation governing such Indebtedness.

“Debtor Relief Laws” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect.

“Default” means a condition or event that, after notice or lapse of time or both, would constitute an Event of Default.

“Defaulting Lender” means subject to Section 2.22(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies Administrative Agent and Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (which conditions precedent, together with the applicable default, if any, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to Administrative Agent or any other Lender any other amount required to be paid by it hereunder within two Business Days of the date when due, (b) has notified Borrower or Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lenders’ obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with the applicable default, if any, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by Administrative Agent or Borrower, to confirm in writing to Administrative Agent and Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon

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receipt of such written confirmation by Administrative Agent and Borrower), or (d) Administrative Agent has received notification that such Lender is, or has a direct or indirect parent company that is, (i) insolvent, or is generally unable to pay its debts as they become due, or admits in writing its inability to pay its debts as they become due, or makes a general assignment for the benefit of its creditors or (ii) the subject of a bankruptcy, insolvency, reorganization, liquidation or similar proceeding, or a receiver, trustee, conservator, intervenor or sequestrator or the like has been appointed for such Lender or its direct or indirect parent company, or such Lender or its direct or indirect parent company has taken any action in furtherance of or indicating its consent to or acquiescence in any such proceeding or appointment; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.

“Deposit Account” means any “deposit account”, within the meaning of Article 9 of the UCC, of any Credit Party.

“Disclosed Matters” means the actions, suits and proceedings and the environmental matters disclosed in Schedule 4.14.

“Disqualified Equity Interests” means any Equity Interest that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable, either mandatorily or at the option of the holder thereof), or upon the happening of any event or condition: (a) matures or is mandatorily Payable (other than solely for Equity Interests that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests), whether pursuant to a sinking fund obligation or otherwise, prior to the date that is 90 days after the Latest Maturity Date (measured as of the time that such Equity Interest is issued); (b) is convertible or exchangeable at the option of the holder thereof for Indebtedness or Equity Interests (other than solely for Equity Interests that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests), prior to the date that is 90 days after the Latest Maturity Date (measured as of the time that such Equity Interest is issued); or (c) is Payable or is required to be Paid (other than solely for Equity Interests that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests) by Holdings or any of its Affiliates, in whole or in part, at the option of the holder thereof, prior to the date that is 90 days after the Latest Maturity Date (measured as of the time that such Equity Interest is issued); provided that clauses (a) and (c) hereto (other than the exclusions set forth therein) shall not apply to any requirement of mandatory Payment that is contingent upon an asset disposition (or similar event, including condemnation or casualty), the incurrence of Indebtedness or a “change of control” if such mandatory Payment can be avoided through Payment of Loans or through investments by Holdings or any of its Subsidiaries in assets to be used in their businesses or if such mandatory Payment is contingent upon prior payment in full of the Obligations, and provided, further, that Equity Interests issued to any employee benefit plan, or by any such plan to any employees of Holdings or any of its

14

Subsidiaries, shall not constitute Disqualified Equity Interests solely because they may be required to be Paid in order to satisfy applicable statutory or regulatory obligations.

“Documentation Agent” as defined in the preamble hereto.

“Dollars” and the sign “$” mean the lawful money of the United States of America.

“Domestic Subsidiary” means any Subsidiary organized under the laws of the United States of America, any state thereof or the District of Columbia.

“Eligible Assignee” means any Person other than a natural Person that is (i) a Lender, an affiliate of any Lender or a Related Fund (any two or more Related Funds being treated as a single Eligible Assignee for all purposes hereof), or (ii) a commercial bank, insurance company, investment or mutual fund or other entity that is an “accredited investor” (as defined in Regulation D under the Securities Act) and which extends credit or buys loans in the ordinary course of business; provided, no Defaulting Lender, Credit Party or Affiliate of a Credit Party shall be an Eligible Assignee (except for purposes of assignments to Borrower pursuant to Section 10.6(i)).

“Employee Benefit Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA which is or was sponsored, maintained or contributed to by, or required to be contributed to by, Holdings, any of its Subsidiaries or any of their respective ERISA Affiliates.

“Environmental Claim” means any investigation, notice, notice of violation, claim, action, suit, proceeding, demand, abatement order or other order or legally enforceable directive (conditional or otherwise), by any Governmental Authority or any other Person, arising (i) pursuant to or in connection with any actual or alleged violation of any Environmental Law; (ii) in connection with the presence of any Hazardous Material or Hazardous Materials Activity; or (iii) in connection with any actual or alleged damage, injury, threat or harm to natural resources, the environment, or as relates to exposure to Hazardous Materials, human health or safety.

“Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Material or to health and safety matters.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of Holdings or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

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“Equity Interests” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including partnership interests and membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the final rules and regulations promulgated thereunder, as from time to time in effect.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with Holdings, is treated as a single employer under Section 414(b) or (c) of the Internal Revenue Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Internal Revenue Code, is treated as a single employer under Section 414 of the Internal Revenue Code.

“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) a failure by any Plan to satisfy the minimum funding standard (as defined in Section 412 of the Internal Revenue Code or Section 302 of ERISA) applicable to such Plan, whether or not waived; (c) the filing pursuant to Section 412(c) of the Internal Revenue Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) a determination that any Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Internal Revenue Code); (e) the incurrence by Holdings or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (f) the receipt by Holdings or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans (other than a termination initiated by Holdings or an ERISA Affiliate) or to appoint a trustee to administer any Plan; (g) the incurrence by Holdings or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Multiemployer Plan or the withdrawal from a Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” (as defined in Section 4001(a)(2) of ERISA); (h) the receipt by Holdings or any ERISA Affiliate from any Multiemployer Plan of any notice concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA or in “endangered” or “critical” status (within the meaning of Section 432 of the Internal Revenue Code or Section 305 of ERISA); (i) the occurrence of a non-exempt “prohibited transaction” (as defined in Section 4975 of the Internal Revenue Code or Section 406 of ERISA) with respect to which Holdings or any ERISA Affiliate is a “disqualified person” (within the meaning of Section 4975 of the Internal Revenue Code) or a “party in interest” (within the meaning of Section 406 of ERISA) or could otherwise be liable; or (j) the imposition of a Lien upon the assets of Holdings or any ERISA Affiliate pursuant to the Internal Revenue Code or ERISA with respect to any Plan; or (k) the disqualification by the Internal Revenue Service of any Plan (or any other Employee Benefit Plan intended to be qualified under Section 401(a) of the Internal Revenue Code) under Section 401(a) of the Internal Revenue Code.

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“Eurodollar Rate Loan” means a Loan bearing interest at a rate determined by reference to the Adjusted Eurodollar Rate.

“Event of Default” means each of the conditions or events set forth in Section 8.1.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.

“Excluded Subsidiary” means, at any date, any Realty Company that is not a Material Subsidiary as of such date and any Fringe Land Joint Venture. For purposes of determining whether a Realty Company is a Material Subsidiary, the computations required by the definition of the term “Material Subsidiary” shall be made including the assets of all Excluded Subsidiaries.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.23) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.20, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.20(c), and (d) any U.S. federal withholding Taxes imposed under FATCA.

“Existing Class” as defined in Section 2.25(a).

“Existing Loans” as defined in Section 2.25(b).

“Extended Maturity Date” as defined in Section 2.25(a).

“Extended Loans” as defined in Section 2.25(b).

“Extension” as defined in Section 2.25(a).

“Extension Amendment” as defined in Section 2.25(f).

“Extension Offer” as defined in Section 2.25(a).

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“Facility” means any real property (including all buildings, fixtures or other improvements located thereon) now, hereafter or heretofore owned, leased, operated or used by Holdings or any of its Subsidiaries or any of their respective predecessors or Affiliates.

“Fair Share” as defined in Section 7.2.

“Fair Share Contribution Amount” as defined in Section 7.2.

“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code.

“Federal Funds Effective Rate” means for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided, (i) if such day is not a Business Day, the Federal Funds Effective Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (ii) if no such rate is so published on such next succeeding Business Day, the Federal Funds Effective Rate for such day shall be the average rate charged to Administrative Agent on such day on such transactions as determined by Administrative Agent.

“Financial Officer” means the chief financial officer, principal accounting officer, vice president-chief accountant, treasurer, assistant treasurer or controller of Holdings or Borrower.

“Financial Plan” as defined in Section 5.1(h).

“First Priority” means, with respect to any Lien purported to be created in any Collateral pursuant to any Collateral Document, that such Lien is the only Lien to which such Collateral is subject, other than any Permitted Lien.

“Fiscal Quarter” means a fiscal quarter of any Fiscal Year.

“Fiscal Year” means the fiscal year of Holdings and its Subsidiaries ending on the Saturday closest to January 31 of each calendar year.

“Fitch” means Fitch, Inc.

“Fixed Charge Coverage Ratio” means, for any Test Period, the ratio, determined as of the end of such Test Period, of (a) Consolidated Adjusted EBITDA for such Test Period minus (i) Consolidated Capital Expenditures paid in cash by Holdings and its consolidated Subsidiaries during such Test Period (other than those financed with Long-Term Indebtedness (other than Loans) or with the proceeds of Sale/Leaseback Transactions entered into in accordance with Section 6.10, in each case to the extent such Indebtedness or Sale/Leaseback Transaction is incurred or consummated in connection with and for the specific

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purpose of financing such Consolidated Capital Expenditure) and (ii) the aggregate amount of income Taxes paid in cash by Holdings and its consolidated Subsidiaries during such Test Period, to (b) Consolidated Fixed Charges for such Test Period.

“Flood Hazard Property” means any Real Estate Asset subject to a mortgage in favor of Collateral Agent, for the benefit of Secured Parties, and located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards.

“Flood Certificate” means a “Standard Flood Hazard Determination Form” of the Federal Emergency Management Agency and any successor Governmental Authority performing a similar function.

“Flood Program” means the National Flood Insurance Program created by the U.S. Congress pursuant to the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973, the National Flood Insurance Reform Act of 1994 and the Flood Insurance Reform Act of 2004, in each case as amended from time to time, and any successor statutes.

“Flood Zone” means areas having special flood hazards as described in the National Flood Insurance Act of 1968, as amended from time to time, and any successor statute.

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“Fringe Land” means the vacant land described on Schedule 1.1(a).

“Fringe Land Joint Venture” means any Person(s) into which Borrower invests the Fringe Land (or any portion thereof) in connection with the formation of a joint venture for the purpose of developing such land.

“Funding Guarantors” as defined in Section 7.2.

“Funding Notice” means a notice substantially in the form of Exhibit A-1.

“GAAP” means, subject to the provisions of Section 1.2, United States generally accepted accounting principles in effect as of the date of determination thereof.

“Goldman Sachs” as defined in the preamble hereto.

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Governmental Authorization” means any permit, license, authorization, plan, directive, consent order or consent decree of or from any Governmental Authority.

“Grantor” as defined in the Pledge and Security Agreement.

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“guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided that the term guarantee shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any guarantee at any time shall be deemed to be (i) an amount equal to the stated or determinable amount at such time of the related primary obligation, or portion thereof, in respect of which such guarantee is made or (ii) if the amount of such primary obligation is not stated or determinable at such time, the amount of the guarantee shall be such guarantor’s maximum reasonably anticipated liability in respect thereof; provided that, if the terms of such guarantee limit the amount for which such guarantor may be liable thereunder to a maximum stated or determinable amount, the amount of such guarantee shall not in any event exceed such maximum stated or determinable amount.

“Guaranteed Obligations” as defined in Section 7.1.

“Guarantor” means each of (i) Holdings, (ii) each wholly-owned Domestic Subsidiary of Borrower that is a Material Subsidiary, (iii) each wholly-owned Domestic Subsidiary of Borrower that is a Non-Material Subsidiary and is required to satisfy the requirements of Section 5.10 in order for the Credit Parties to remain in compliance with the provisions of Section 6.5, (iv) each Subsidiary that guarantees or is a borrower with respect to the obligations under the ABL Credit Agreement, and (v) any Subsidiary of Holdings that is designated by Borrower to become a party to this Agreement and the applicable Collateral Documents for the purpose of granting a security interest in such Subsidiary’s Collateral, provided that Borrower shall cause the requirements of Section 5.10(a) to be satisfied with respect to such Subsidiary immediately upon such Subsidiary becoming a Guarantor. Notwithstanding anything contained in this Agreement to the contrary, under no circumstances shall a Foreign Subsidiary, or any Domestic Subsidiary substantially all of the assets of which consist of Equity Interests in one or more Foreign Subsidiaries, be considered or required to become a Guarantor under this Agreement unless either (x) such Foreign Subsidiary or Domestic Subsidiary guarantees or is a borrower with respect to the obligations under the ABL Credit Agreement or (y) Borrower so agrees.

“Guarantor Subsidiary” means each Guarantor other than Holdings.

“Guaranty” means the guaranty of each Guarantor set forth in Section 7.

“Hazardous Materials” means all explosive or radioactive materials, substances or wastes and all hazardous or toxic materials, substances, wastes or other pollutants, including

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petroleum or petroleum distillates or by-products, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other materials, substances or wastes of any nature regulated as hazardous, toxic, a pollutant, a contaminant, or words of similar import pursuant to any Environmental Law.

“Hazardous Materials Activity” means any past or current activity, event or occurrence conducted by Holdings or any of its Subsidiaries involving any Hazardous Materials, including the use, manufacture, possession, storage, holding, presence, existence, location, Release, threatened Release, discharge, placement, generation, transportation, processing, construction, treatment, abatement, removal, remediation, disposal, disposition or handling of any Hazardous Materials, and any corrective action or response action with respect to any of the foregoing.

“Highest Lawful Rate” means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received under the laws applicable to any Lender which are presently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws now allow.

“Historical Financial Statements” means as of the Closing Date, the audited financial statements of Holdings and its Subsidiaries, for the immediately preceding three Fiscal Years, consisting of balance sheets and the related consolidated statements of income, stockholders’ equity and cash flows for such Fiscal Years.

“Holdings” as defined in the preamble hereto.

“Increased Amount Date” as defined in Section 2.24.

“Increased-Cost Lender” as defined in Section 2.23.

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding (i) accounts payable incurred in the ordinary course of business, (ii) any earn-out obligation contingent upon performance of an acquired business, except to the extent such obligation would be required to be reflected on a consolidated balance sheet of Holdings prepared in accordance with GAAP and (iii) accruals for payroll and other liabilities accrued in the ordinary course of business), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed (provided that with respect to Indebtedness that is nonrecourse to the credit of that Person, such Indebtedness shall be taken into account only to the extent of the lesser of (x) the fair market value of the asset(s) subject to such Lien and (y) the amount of Indebtedness secured), (f) all guarantees by such Person of Indebtedness of others, (g) all Capital Lease Obligations of such Person, (h) all obligations, contingent or otherwise, of such Person as

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an account party in respect of letters of credit and letters of guaranty, (i) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (j) all Off-Balance Sheet Liabilities and (k) Disqualified Equity Interests. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. For the avoidance of doubt, any preferred Equity Interests (other than any Disqualified Equity Interests) of any Person that are convertible into common Equity Interests (other than any Disqualified Equity Interests) of such Person shall not constitute Indebtedness of such Person. For the avoidance of doubt, obligations in respect of Swap Agreements shall not constitute Indebtedness.

“Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, claims, actions, judgments, suits, costs (including the costs of any investigation, study, sampling, testing, abatement, cleanup, removal, remediation or other response action necessary to remove, remediate, clean up or abate any Hazardous Materials), expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of one counsel for all Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for all Indemnitees taken as a whole in each relevant material jurisdiction and, solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to each group of affected Indemnitees similarly situated taken as a whole, in connection with any investigative, administrative or judicial proceeding or hearing commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any fees or expenses incurred by Indemnitees in enforcing this indemnity), whether direct, indirect, special or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of (i) this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby (including the Lenders’ agreement to make Credit Extensions, the syndication of the credit facilities provided for herein or the use or intended use of the proceeds thereof, any amendments, waivers or consents with respect to any provision of this Agreement or any of the other Credit Documents, or any enforcement of any of the Credit Documents (including any sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Guaranty)); (ii) the Commitment Letter (and any related fee letter); or (iii) any Environmental Claim, and Environmental Liabilities or any Hazardous Materials Activity relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, or practice of Holdings or any of its Subsidiaries.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Credit Party under any Credit Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Indemnitee” as defined in Section 10.3(a).

“Installment” as defined in Section 2.12.

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“Intellectual Property” as defined in the Pledge and Security Agreement.

“Intellectual Property Asset” means, at the time of determination, any interest (fee, license or otherwise) then owned by any Credit Party in any Intellectual Property.

“Intellectual Property Security Agreements” has the meaning assigned to that term in the Pledge and Security Agreement.

“Intercreditor Agreement” means an intercreditor agreement substantially in the form of Exhibit J.

“Interest Payment Date” means with respect to (i) any Loan that is a Base Rate Loan, the last Business Day of March, June, September and December of each year, commencing on the first such date to occur after the Closing Date and the final maturity date of such Loan; and (ii) any Loan that is a Eurodollar Rate Loan, the last day of each Interest Period applicable to such Loan; provided, in the case of each Interest Period of longer than three months “Interest Payment Date” shall also include each date that is three months, or an integral multiple thereof, after the commencement of such Interest Period.

“Interest Period” means, in connection with a Eurodollar Rate Loan, an interest period of one, two, three or six-months, as selected by Borrower in the applicable Funding Notice or Conversion/Continuation Notice, (i) initially, commencing on the Credit Date or Conversion/Continuation Date thereof, as the case may be; and (ii) thereafter, commencing on the day on which the immediately preceding Interest Period expires; provided, (a) if an Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day unless no further Business Day occurs in such month, in which case such Interest Period shall expire on the immediately preceding Business Day; (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clause (c), of this definition, end on the last Business Day of a calendar month; and (c) no Interest Period with respect to any portion of any Class of Loans shall extend beyond such Class’s Maturity Date.

“Interest Rate Determination Date” means, with respect to any Interest Period, the date that is two Business Days prior to the first day of such Interest Period.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended to the date hereof and from time to time hereafter, and any successor statute.

“Internally Generated Cash” means, with respect to any period, any cash of Holdings or any Subsidiary generated during such period, excluding Net Asset Sale Proceeds, Net Insurance/Condemnation Proceeds and any cash that is generated from an incurrence of Indebtedness, an issuance of Equity Interests or a capital contribution.

“JC Penney Properties” means J. C. Penney Properties, Inc., a Delaware corporation.

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“JCP Real Estate Holdings” means JCP Real Estate Holdings, Inc., a Delaware corporation.

“Joint Bookrunners” as defined in the preamble hereto.

“Joint Arrangers” as defined in the preamble hereto.

“Key Q1 Information” as defined in the Commitment Letter.

“Latest Maturity Date” means, at any date of determination, the latest maturity or expiration date applicable to any Loan or Commitment hereunder at such time, in each case as extended in accordance with this Agreement from time to time.

“Lead Arranger” as defined in the preamble hereto.

“Leasehold Property” means any leasehold interest of any Credit Party as lessee under any lease of real property.

“Lender” means each financial institution listed on the signature pages hereto as a Lender, and any other Person that becomes a party hereto pursuant to an Assignment Agreement.

“Lender Presentation” as defined in the Commitment Letter.

“Lien” means with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset.

“Loan” means a Loan made by a Lender to Borrower pursuant to Section 2.1(a).

“Loan Exposure” means, with respect to any Lender, as of any date of determination, the sum of (i) the outstanding principal amount of the Loans of such Lender and (ii) the outstanding principal amount of such Lender’s unfunded Commitment which has not expired or terminated in accordance with the terms of this Agreement; provided, at any time prior to the making of any Loan, the Loan Exposure of any Lender shall be equal to such Lender’s Commitment.

“Long-Term Indebtedness” means any Indebtedness that, in accordance with GAAP, constitutes (or, when incurred, constituted) a long-term liability.

“Margin Stock” as defined in Regulation U.

“Marketing Materials” as defined in the Commitment Letter.

“Material Adverse Effect” means (a) a materially adverse effect on the business, assets, operations or condition of Holdings and its Subsidiaries, taken as a whole, (b) a material

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impairment of the ability of the Credit Parties to perform their payment obligations under the Credit Documents or (c) a material impairment of the rights of or benefits available to the Lenders or Administrative Agent under any Credit Document (other than any such impairment of rights or benefits that is primarily attributable to (i) action taken by one or more Lenders or Administrative Agent (excluding any action against one or more Lenders or Administrative Agent taken by Holdings, Borrower, their respective subsidiaries or their respective affiliates) or (ii) circumstances that are unrelated to Holdings, Borrower, their respective Subsidiaries or their respective Affiliates).

“Material Indebtedness” means Indebtedness (other than the Loans hereunder), or obligations in respect of one or more Swap Agreements, of any one or more of Holdings and its Subsidiaries in an aggregate principal amount exceeding $100,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of Holdings or any Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that Holdings or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time.

“Material Real Estate Asset” means (a) any Real Estate Asset fee-owned by Borrower or any Subsidiary that is a Guarantor having a fair market value equal to or greater than $2,000,000 as of the Closing Date based on the Agreed Values or, if acquired after the Closing Date, as of the date of the acquisition thereof and (b) any ground Leasehold Property leased by Borrower or any Subsidiary that is a Guarantor having a fair market value equal to or greater than $2,000,000 as of the Closing Date based on the Agreed Values or, if acquired after the Closing Date, as of the date of the acquisition thereof; in each case, other than (i) the Fringe Land, and (ii) any Real Estate Asset (A) located outside of one of the states of the United States of America or the District of Columbia, (B) owned or ground leased directly by Borrower constituting a part of any store, warehouse or distribution center if such Real Estate Asset has a net book value above 0.25% of Stockholders’ Equity (as determined as of the Closing Date with respect to Real Estate Assets owned as of the Closing Date, and in all other cases as determined at the time of such acquisition in accordance with the 1994 Indenture), (C) if any mortgage, pledge and/or security interest of or in such Real Estate Asset (1) is prohibited or restricted by applicable law (with no requirement to obtain the consent of any Governmental Authority), (2) would require a consent, approval, or other authorization of a landlord or other third party if such consent, approval or other authorization cannot be obtained after Borrower’s use of commercially reasonable efforts, or (3) could result in material adverse tax consequences (other than payment of mortgage tax, transfer tax or similar taxes related to real property collateral), or (D) where the cost of obtaining any mortgage, pledge and/or security interest of or in such Real Estate Asset would exceed the practical benefit to the Lenders afforded thereby (as reasonably determined by the Borrower and the Administrative Agent).

“Material Subsidiary” means, at any date of determination, any Subsidiary of Holdings that had, as of the date of the most recent financial statements delivered pursuant to Section 5.1, Net Tangible Assets representing more than 3% (or in the case of JCP Realty, Inc. and its Subsidiaries, 5%) of the total Net Tangible Assets of Holdings and its Subsidiaries.

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“Maturity Date” means, except to the extent extended pursuant to Section 2.25, the earlier of (a) the five (5) year anniversary of the Closing Date, and (b) the date on which all Loans shall become due and payable in full hereunder, whether by acceleration or otherwise.

“Moody’s” means Moody’s Investors Service, Inc.

“Mortgage” means a Mortgage in form and substance reasonably satisfactory to Collateral Agent, as it may be amended, restated, supplemented or otherwise modified from time to time.

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA maintained, sponsored or contributed to by Holdings or any ERISA Affiliate.

“NAIC” means The National Association of Insurance Commissioners, and any successor thereto.

“Net Asset Sale Proceeds” means, with respect to any Asset Sale, an amount equal to: (i) cash payments (including any cash received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) received by Holdings or any of its Subsidiaries from such Asset Sale, minus (ii) any bona fide direct costs incurred in connection with such Asset Sale, including (a) income or gains taxes payable by the seller as a result of any gain recognized in connection with such Asset Sale, (b) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Indebtedness (other than the Loans) that is secured by a Lien on the stock or assets in question and that is required to be repaid under the terms thereof as a result of such Asset Sale and (c) a reasonable reserve for any indemnification payments (fixed or contingent) attributable to seller’s indemnities and representations and warranties to purchaser in respect of such Asset Sale undertaken by Holdings or any of its Subsidiaries in connection with such Asset Sale; provided that upon release of any such reserve to Holdings or any of its Subsidiaries, the amount released shall be considered Net Asset Sale Proceeds.

“Net Insurance/Condemnation Proceeds” means an amount equal to: (i) any cash payments or proceeds received by Holdings or any of its Subsidiaries (a) under any casualty insurance policy in respect of a covered loss thereunder with respect to an asset constituting Collateral or (b) as a result of the taking of any assets of Holdings or any of its Subsidiaries constituting Collateral by any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking, minus (ii) (a) any actual and reasonable costs incurred by Holdings or any of its Subsidiaries in connection with the adjustment or settlement of any claims of Holdings or such Subsidiary in respect thereof, and (b) any bona fide direct costs incurred in connection with any sale or transfer of such assets as referred to in clause (i)(b) of this definition, including income taxes payable as a result of any gain recognized in connection therewith.

“Net Tangible Assets” means the aggregate amount at which the assets of Holdings and its Subsidiaries are reflected, in accordance with GAAP as in effect on the Closing Date, on the asset side of the consolidated balance sheet, as of the end of the most recent Fiscal

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Quarter for which financial statements have been delivered pursuant to Section 5.1, of Holdings and its Subsidiaries (after deducting all valuation and qualifying reserves relating to such assets), except any of the following described items that may be included among such assets (a) trademarks, patents, goodwill and similar intangibles, (b) investments in and advances to Subsidiaries, and (c) capital lease property rights, after deducting from such amount current liabilities (other than deferred Tax effects) as reflected, in accordance with GAAP as in effect on the Closing Date, on such balance sheet.

“Non-Consenting Lender” as defined in Section 2.23.

“Non-Core Business Segment” means any business segment or separate department of the Credit Parties which contributed less than 5% of Consolidated Adjusted EBITDA of the Credit Parties as of the fiscal year immediately prior to the date of such calculation.

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Non-Material Subsidiary” means, at any date of determination, any Subsidiary of Holdings that is not a Material Subsidiary.

“Non-Public Information” means material non-public information (within the meaning of United States federal, state or other applicable securities laws) with respect to Borrower or its Affiliates or their Securities.

“Non-Public Lenders” means Lenders that wish to receive Non-Public Information with respect to Holdings, its Subsidiaries or their Securities.

“Non-US Lender” as defined in Section 2.20(c).

“Note” means a promissory note in the form of Exhibit B, as it may be amended, restated, supplemented or otherwise modified from time to time.

“Notice” means a Funding Notice or a Conversion/ Continuation Notice.

“Obligations” means all obligations of every nature of each Credit Party, including obligations from time to time owed to Agents (including former Agents), Lenders or any of them under any Credit Document, whether for principal, interest (including interest which, but for the filing of a petition in bankruptcy with respect to such Credit Party, would have accrued on any Obligation, whether or not a claim is allowed against such Credit Party for such interest in the related bankruptcy proceeding), premiums, fees, expenses, indemnification or otherwise.

“Obligee Guarantor” as defined in Section 7.7.

“Off-Balance Sheet Liability” of a Person means (a) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person or (b) any indebtedness, liability or obligation under any so-called “synthetic lease” transaction entered

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into by such Person. For the avoidance of doubt, any preferred Equity Interests (other than any Disqualified Equity Interests) of any Person that are convertible into common Equity Interests (other than any Disqualified Equity Interests) of such Person shall not constitute an Off-Balance Sheet Liability of such Person.

“Operating Cash Threshold” means $750,000,000.

“Organizational Documents” means (i) with respect to any corporation or company, its certificate, memorandum or articles of incorporation, organization or association, as amended, and its by-laws, as amended, (ii) with respect to any limited partnership, its certificate or declaration of limited partnership, as amended, and its partnership agreement, as amended, (iii) with respect to any general partnership, its partnership agreement, as amended, and (iv) with respect to any limited liability company, its articles of organization, as amended, and its operating agreement, as amended. In the event any term or condition of this Agreement or any other Credit Document requires any Organizational Document to be certified by a secretary of state or similar governmental official, the reference to any such Organizational Document shall only be to a document of a type customarily certified by such governmental official.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising solely from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Credit Document, or sold or assigned an interest in any Loan or Credit Document).

“Other Taxes” means any and all present or future stamp or documentary Taxes or any other excise or property Taxes, charges or similar levies (and interest, fines, penalties and additions related thereto) arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Credit Document.

“Participant Register” as defined in Section 10.6(g)(i).

“PATRIOT Act” as defined in Section 3.1(m).

“Pay” means, in respect of any Indebtedness or Equity Interest, to pay, prepay, purchase, repurchase, redeem, retire, cancel or terminate such Indebtedness or Equity Interest. The words “Payment” and “Payable” shall have meanings correlative to the foregoing.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“Permitted Encumbrances” means:

(a) Liens imposed by law for Taxes, assessments or governmental charges or levies that, in each case, are not overdue by more than 30 days or are being contested in compliance with Section 5.3;

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(b) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days (or, in the case of a landlords’ Lien, beyond any notice and cure period under the applicable real property lease) or are being contested in compliance with Section 5.3;

(c) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance, employers’ health taxes and other social security laws or regulations or similar legislation or to secure letters of credit, bank guarantees or similar instruments supporting such obligations;

(d) pledges or deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds or obligations to insurance carriers and other obligations of a like nature, in each case in the ordinary course of business or to secure letters of credit, bank guarantees or similar instruments supporting such obligations;

(e) judgment liens in respect of judgments that do not constitute an Event of Default under clause (h) of Section 8.1;

(f) easements, restrictions (including zoning restrictions), rights-of-way and other encumbrances, title defects and matters of record affecting real property that do not materially detract from the value of the Collateral, taken as a whole, or interfere with the ordinary conduct of business of Holdings and its Subsidiaries, taken as a whole;

(g) the special property interest of a consignor in respect of goods subject to consignment;

(h) Liens (i) in favor of banks, other financial institutions, securities or commodities intermediaries or brokerage arising as a matter of law encumbering deposits of cash, securities, commodities and other funds maintained with such Persons (including rights of set off) and that are within the general parameters customary in such Person’s industry, (ii) deemed to exist in connection with investments in repurchase agreements described in clause (d) of the definition of “Permitted Investments”, (iii) attaching to commodity trading accounts or other brokerage accounts in the ordinary course of business securing obligations owed to the institutions with which such accounts are maintained, (iv) that are contractual rights of setoff (x) relating to the establishment of depository relations with banks or other deposit-taking financial institutions in the ordinary course of business and not given in connection with the issuance of Indebtedness or (y) relating to pooled deposit or sweep accounts of Holdings or any of its Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business and (v) that are rights of set-off (or holdbacks or reserves established by a credit card issuer or processor) against credit balances of Holdings or any of its Subsidiaries with credit card issuers or credit card processors or amounts owing by such credit card issuers or credit card processors to Holdings or any of its Subsidiaries, or Liens on returned merchandise in favor of such issuers or processors, in each case in the ordinary course of business, but not rights of set-off against any other property or assets of Holdings or any of its Subsidiaries pursuant to agreements with credit card issuers or credit card processors to secure the obligations of

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Holdings or any of its Subsidiaries to credit card issuers or credit card processors as a result of fees and chargebacks;

(i) Liens of a collecting bank under Section 4-210 of the UCC in effect in the relevant jurisdiction (or Section 4-208 in the case of the New York UCC) on items in the course of collection;

(j) Liens of sellers of goods to Holdings or a Subsidiary arising as a matter of law under Article 2 of the UCC in effect in the relevant jurisdiction or similar provisions of applicable law, in each case in the ordinary course of business;

(k) licenses of patents, trademarks and other intellectual property rights of Holdings or any of its Subsidiaries, in each case in the ordinary course of business and not materially interfering with the conduct of business by Holdings and its Subsidiaries, taken as a whole;

(l) Liens solely on any cash earnest money deposits made by Holdings or any of its Subsidiaries in connection with any letter of intent or purchase agreement entered into by it;

(m) Liens incurred in the ordinary course of business in connection with the shipping of goods on the related goods and proceeds thereof in favor of the shipper of such goods;

(n) as to any Leasehold Property, any Lien encumbering the underlying fee estate or master or primary lease in connection therewith so long as such fee estate or landlord (or similar) interest is not held by a Person that is a Credit Party or an Affiliate of any Credit Party; and

(o) any matters affirmatively insured over or exceptions noted in the final title polices issued in connection with the Mortgages;

provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness for borrowed money.

“Permitted Holder” means Pershing Square Capital Management L.P., Vornado Realty Trust and any Affiliate of the foregoing.

“Permitted Indebtedness” means:

(a) obligations incurred by Holdings or any Subsidiary arising from agreements providing for customary indemnification, earnouts, adjustment of purchase price, non-compete, consulting or other similar obligations, in each case arising in connection with acquisitions or dispositions of any business, assets or subsidiary of Holdings or such Subsidiary permitted hereunder;

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(b) Indebtedness in respect of (i) the financing of insurance premiums or (ii) take-or-pay or minimum buy obligations contained in supply agreements, in each case incurred in the ordinary course of business;

(c) obligations in respect of deferred compensation to employees of Holdings and its Subsidiaries in the ordinary course of business;

(d) (i) obligations of Holdings or any Subsidiary incurred in the ordinary course of business in respect of performance guarantees, completion guarantees, performance bonds, bid bonds, appeal bonds, surety bonds, judgment bonds, replevin bonds and similar bonds, self-insurance and other similar obligations to the extent any such obligations constitute Indebtedness and (ii) obligations in respect of letters of credit, bank guarantees or similar instruments supporting any such obligations or obligations described in clauses (c) and (d) of the definition of Permitted Encumbrances;

(e) customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business; and

(f) Indebtedness incurred in the ordinary course of business in respect of cash management; netting services; automatic clearinghouse arrangements; employee credit card, debit card, prepaid card, purchase card or other payment card programs; overdraft protections and other bank products and similar arrangements and Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument of Holdings or a Subsidiary drawn against insufficient funds in the ordinary course of business that is promptly repaid.

“Permitted Investments” means:

(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency or instrumentality thereof);

(b) investments in commercial paper maturing no more than one year from the date of creation thereof and having, at the time of the acquisition thereof, a credit rating of at least A2 from S&P, P2 from Moody’s or F2 from Fitch;

(c) investments in certificates of deposit, banker’s acceptances and time deposits issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, (i) any domestic or offshore office of any commercial bank organized under the laws of the United States of America or any State thereof, (ii) any office located within the United States of America or in a foreign jurisdiction that has a tax treaty with the United States of America of a commercial bank organized under the laws of another country or (iii) any office located in London of any commercial bank organized under the laws of the United States of America, any Asian country or any European country, in each case which, at the time of acquisition, has a combined capital and surplus and undivided profits of not less than $500,000,000; provided, however, that investments with any bank that has a combined capital and surplus and undivided profits of less than $500,000,000 are permitted if Borrower maintains a banking relationship with such bank;

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(d) collateralized repurchase agreements with a term of not more than 365 days and entered into with a financial institution satisfying the criteria described in clause (c) above or any ABL Lender or any Affiliate of an ABL Lender (i) that has a combined capital and surplus and undivided profits of not less than $500,000,000 or (ii) whose obligations under any such agreements is guaranteed by an entity that has a combined capital and surplus and undivided profits of not less than $500,000,000; and

(e) money market funds that (i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940 and (ii) have portfolio assets of at least $3,000,000,000; provided, that investments in any money market fund with portfolio assets of less than $3,000,000,000 are permitted if such fund has received a rating of AAA from S&P or Aaa from Moody’s.

“Permitted Liens” means each of the Liens permitted pursuant to Section 6.2.

“Permitted Long-Term Indebtedness” means unsecured Indebtedness for borrowed money of Holdings or Borrower (and guarantees thereof by Holdings or Borrower); provided that (a) such Indebtedness shall mature later than, and shall not be subject to any scheduled payment of principal, mandatory sinking fund requirement or similar repayment obligation prior to, 90 days following the Latest Maturity Date (measured as of the time that such Indebtedness is incurred), (b) such Indebtedness shall not be subject to any terms requiring any obligor of such Indebtedness to Pay (or offer to Pay) such Indebtedness other than (i) pursuant to scheduled payments of principal that comply with clause (a) above and (ii) pursuant to Customary Mandatory Prepayment Terms, and (c) no additional direct or contingent obligors other than Holdings or Borrower may become liable in respect of such Indebtedness at any time.

“Permitted Supply Chain Financing” as defined in Section 6.1(l).

“Person” means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and Governmental Authorities.

“Plan” means any pension plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained, sponsored or contributed to by Holdings or any ERISA Affiliate.

“Platform” as defined in Section 5.1(m).

“Pledge and Security Agreement” means the Pledge and Security Agreement to be executed by Borrower and each Guarantor substantially in the form of Exhibit H, as it may be amended, restated, supplemented or otherwise modified from time to time.

“Prime Rate” means the rate of interest quoted in the print edition of The Wall Street Journal, Money Rates Section as the Prime Rate (currently defined as the base rate on corporate loans posted by at least 75% of the nation’s thirty (30) largest banks), as in effect from time to time. The Prime Rate is a reference rate and does not necessarily represent the lowest or

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best rate actually charged to any customer. Administrative Agent or any other Lender may make commercial loans or other loans at rates of interest at, above or below the Prime Rate.

“Principal Office” means Administrative Agent’s “Principal Office” as set forth on Appendix B, or such other office or office of a third party or sub-agent, as appropriate, as Administrative Agent may from time to time designate in writing to Borrower and each Lender.

“Pro Rata Share” means, with respect to all payments, computations and other matters relating to the Loan of any Lender, the percentage obtained by dividing (a) the Loan Exposure of that Lender by (b) the aggregate Loan Exposure of all Lenders. For all other purposes with respect to each Lender, “Pro Rata Share” means the percentage obtained by dividing (A) an amount equal to the sum of the Loan Exposure of that Lender, by (B) an amount equal to the sum of the aggregate Loan Exposure of all Lenders.

“Property Companies” means JC Penney Properties and JCP Real Estate Holdings, and “Property Company” means either of them.

“Public Lenders” means Lenders that do not wish to receive Non-Public Information with respect to Holdings, its Subsidiaries or their Securities.

“Purchasing” means J. C. Penney Purchasing Corporation, a New York corporation.

“Real Estate Asset” means, at any time of determination, any interest (fee, leasehold or otherwise) then owned by any Credit Party in any real property.

“Realty Company” means each of JCP Realty Inc. and its Subsidiaries that is principally engaged in the business of owning real estate and/or real estate-related interests.

“Recipient” means (a) the Administrative Agent and (b) any Lender, as applicable.

“Record Document” means, with respect to any Leasehold Property, (i) the lease evidencing such Leasehold Property or a memorandum thereof, executed and acknowledged by the owner of the affected real property, as lessor, or (ii) if such Leasehold Property was acquired or subleased from the holder of a Recorded Leasehold Interest, the applicable assignment or sublease document, executed and acknowledged by such holder, in each case in form sufficient to give such constructive notice upon recordation and otherwise in form reasonably satisfactory to Collateral Agent.

“Recorded Leasehold Interest” means a Leasehold Property with respect to which a Record Document has been recorded in all places necessary or desirable, in Collateral Agent’s reasonable judgment, to give constructive notice of such Leasehold Property to third-party purchasers and encumbrancers of the affected real property.

“Refinance” means, in respect of any indebtedness, to extend, refinance, renew or replace, defease or refund such indebtedness, in each case, in whole or in part and/or with the same or different lenders, agents or arrangers and including any increase in the principal amount

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of the loans and commitments provided thereunder to the extent such increase is otherwise permitted pursuant to Section 6.1(j). “Refinanced” and “Refinancing” shall have correlative meanings.

“Register” as defined in Section 2.7(b).

“Regulation D” means Regulation D of the Board of Governors, as in effect from time to time and all official rulings and interpretations thereunder or thereof.

“Regulation T” means Regulation T of the Board of Governors, as in effect from time to time and all official rulings and interpretations thereunder or thereof.

“Regulation U” means Regulation U of the Board of Governors, as in effect from time to time and all official rulings and interpretations thereunder or thereof.

“Regulation X” means Regulation X of the Board of Governors, as in effect from time to time and all official rulings and interpretations thereunder or thereof.

“Reimbursement Date” as defined in Section 2.4(d).

“Related Fund” means, with respect to any Lender that is an investment fund, any other investment fund that invests in commercial loans and that is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

“Release” means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration of any Hazardous Material into the environment (including the abandonment or disposal of any barrels, containers or other closed receptacles containing any Hazardous Material), including the movement of any Hazardous Material through the outdoor air, soil, surface water or groundwater.

“Replacement Lender” as defined in Section 2.23.

“Required Prepayment Date” as defined in Section 2.15(c).

“Requisite Lenders” means one or more Lenders having or holding Loan Exposure and representing more than 50% of the aggregate Loan Exposure of all Lenders; provided that, with respect to any Defaulting Lender, Requisite Lenders shall be determined by disregarding the Loan Exposure of such Defaulting Lender.

“Restricted Payment” means (a) any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in Holdings or any Subsidiary, (b) any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in Holdings or any Subsidiary, (c) any payment made in connection with the conversion of any convertible Indebtedness into Equity Interests in Holdings or any Subsidiary and that constitutes a “net settlement” in respect of any such Equity Interests that would have been issuable upon such conversion on account of the

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principal of such Indebtedness, or (d) any payment made on account of a “call spread” transaction relating to an issuance of Indebtedness or preferred Equity Interests convertible into Equity Interests in Holdings or any Subsidiary; provided that a dividend, distribution or payment to the extent payable in Equity Interests (other than Disqualified Equity Interests) in Holdings shall not constitute a Restricted Payment.

“S&P” means Standard & Poor’s, a Division of The McGraw-Hill Companies, Inc.

“Sale/Leaseback Transaction” has the meaning assigned to such term in Section 6.10.

“Schedule B Properties” has the meaning assigned to such term in Section 3.1(d)(i).

“Schedule C Properties” has the meaning assigned to such term in Schedule 5.15.

“Schedule D Properties” has the meaning assigned to such term in Schedule 5.15.

“Secured Parties” has the meaning assigned to that term in the Pledge and Security Agreement.

“Secured Supply Chain Obligations” means the due and punctual payment and performance of all obligations of each Credit Party to an ABL Lender or an Affiliate of an ABL Lender under any Permitted Supply Chain Financing, to the extent the documentation for such obligations specifically provides that such ABL Lender or Affiliate of an ABL Lender is entitled to be secured under the “Collateral Agreement” (as defined in the ABL Credit Agreement).

“Securities” means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and any successor statute.

“Senior Indentures” means the 1994 Indenture and the 2023 Indenture.

“Senior Secured Leverage Ratio” means the ratio as of the last day of any Fiscal Quarter of (i) any Consolidated Total Debt that is secured by a Lien upon any real or personal property or other assets of Holdings, Borrower or any Subsidiary as of such date to (ii) Consolidated Adjusted EBITDA for the four-Fiscal Quarter period ending on such date.

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“Solvent” means, with respect to any Credit Party, that as of the date of determination, (a) the sum of such Credit Party’s debt (including contingent liabilities) does not exceed the present fair saleable value of such Credit Party’s present assets; (b) such Credit Party’s capital is not unreasonably small in relation to its business as contemplated on the Closing Date or with respect to any transaction contemplated to be undertaken after the Closing Date; and (c) such Person has not incurred and does not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise). For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standards No.5).

“Specified Assets” has the meaning assigned to such term in Schedule 5.15.

“Stockholders’ Equity” means the sum, as at the close of a monthly accounting period (selected by Holdings) ending within 65 days next preceding the date of determination, of (a) the aggregate of capital, capital stock, capital surplus, capital in excess of par value of stock, reinvested earnings, earned surplus and net income retained for use in the business (however the foregoing may be designated), after deducting the cost of shares of capital stock of Holdings held in its treasury, of Holdings and its consolidated Subsidiaries, determined in accordance with generally accepted accounting practices applied on the basis used in reports from time to time to stockholders of Holdings, plus (b) the amount reflected in such determination as deferred tax effects. For purposes of this definition, “Subsidiary” means (i) any corporation of which Holdings, directly or indirectly, owns more than 50% of the outstanding stock, which at the time shall have by the terms thereof ordinary voting power to elect directors of such corporation, irrespective of whether or not at the time stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency, or (ii) any such corporation of which such percentage of shares of outstanding stock of the character described in the foregoing clause (i) shall at the time be owned, directly or indirectly, by Holdings and one or more Subsidiaries as defined in the foregoing clause (i) or by one or more such Subsidiaries.

“Subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests representing more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned or held; provided that Excluded Subsidiaries shall not be considered “Subsidiaries” of Holdings or Borrower for purposes hereof.

“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value

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or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of Holdings or the Subsidiaries shall be a Swap Agreement. For the avoidance of doubt, “Swap Agreement” will include a swap transaction pursuant to which the obligations of the applicable Credit Party to make scheduled payments thereunder are deferred (including, without limitation, payment obligations that are deferred to the scheduled termination date of such transaction so that such Credit Party makes a single payment thereunder on such scheduled termination date).

“Syndication Agents” as defined in the preamble hereto.

“Tax” means any present or future tax, levy, impost, duty, deduction, withholding (including backup withholding), assessment, fee or other charge imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“TBA/Vacant Parcel” means each tire, battery and automotive location or vacant portion of any parcel, as identified on Schedule 1.1(b).

“Terminated Lender” as defined in Section 2.23.

“Term Loan Exclusive Collateral” as defined in the Intercreditor Agreement.

“Test Period” means, at any time, the most recent period of 12 consecutive fiscal months of Holdings ended on or prior to such time (taken as one accounting period) for which financial statements have been (or were required to be) delivered pursuant to Section 5.01(b) or (c).

“Title Company” means Commonwealth Land Title Company.

“Title Policy” as defined in Section 3.1(d)(iii).

“Title Policy Property” means each Real Estate Asset for which a Title Policy is issued in favor of Collateral Agent as required by the terms of this Agreement.

“Transactions” means (i) the execution, delivery and performance by each Credit Party of the Credit Documents to which it is or is to be a party, (ii) the borrowing of the Loans hereunder, and (iii) the transactions pursuant to which Holdings and/or Borrower shall have caused the restrictive covenants in respect of liens, sale-and-leaseback transactions, indebtedness and guarantees set forth in the 2023 Indenture governing the 2023 Debentures to cease to apply to Holdings and Borrower and their respective subsidiaries, which shall occur through any combination of (a) an amendment to the terms of the 2023 Indenture with the consent of not less than 66-2/3% of the outstanding 2023 Debentures, (b) the satisfaction and discharge of all of the outstanding 2023 Debentures in accordance with the provisions of the 2023 Debentures or (c) the repurchase of not less than 66-2/3% of the outstanding 2023 Debentures and amendment of the 2023 Indenture pursuant to a tender offer and consent solicitation made in accordance with customary debt tender and exit consent procedures.

“Type of Loan” means a Base Rate Loan or a Eurodollar Rate Loan.

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“UCC” means the Uniform Commercial Code as in effect in the State of New York or, when the laws of any other jurisdiction govern the perfection or enforcement of any security interest, the Uniform Commercial Code of such jurisdiction.

“U.S. Lender” as defined in Section 2.20(c).

“Unfunded Pension Liability” means the excess of a Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Plan’s assets, determined in accordance with the assumptions used for funding the Plan pursuant to Section 412 of the Code for the applicable plan year.

“Waivable Mandatory Prepayment” as defined in Section 2.15(c).

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

1.2. Accounting Terms.

(a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that (i) for purposes of determining compliance with any provision of this Agreement, the determination of whether a lease is to be treated as an operating lease or capital lease shall be made without giving effect to any change in accounting for leases pursuant to GAAP resulting from the implementation of proposed Accounting Standards Update (ASU) Leases (Topic 840) issued August 17, 2010, or any successor proposal and (ii) if Holdings or Borrower notifies Administrative Agent that Holdings or Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if Administrative Agent notifies Holdings or Borrower that the Requisite Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. It is understood that all financial computations hereunder with respect to Holdings and the Subsidiaries (including computations of Consolidated Adjusted EBITDA and Net Tangible Assets) shall be made excluding the accounts of all Excluded Subsidiaries.

(b) All pro forma computations of the Fixed Charge Coverage Ratio required to be made hereunder giving effect to any incurrence of Indebtedness, investment, acquisition, disposition, Restricted Payment, payment in respect of Indebtedness or other transaction shall be calculated after giving pro forma effect thereto (and, in the case of any pro forma computations made hereunder to determine whether any such transaction is permitted to be consummated hereunder, to any incurrence of Indebtedness, investment, acquisition, disposition, Restricted Payment, payment in respect of Indebtedness or other such transaction consummated since the first day of the period covered by any component of such pro forma computation and on or prior to the date of such computation) as if each such transaction had

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occurred on the first day of the applicable Test Period, and, to the extent applicable, to the historical earnings and cash flows associated with the assets acquired or disposed of and any related incurrence or reduction of Indebtedness, all in accordance with Article 11 of Regulation S-X under the Securities Act. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Swap Agreement applicable to such Indebtedness if such Swap Agreement has a remaining term in excess of 12 months).

1.3. Interpretation, Etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The terms lease and license shall include sub-lease and sub-license, as applicable.

SECTION 2. LOANS

2.1. Loans.

(a) Commitments. Subject to the terms and conditions hereof, each Lender severally agrees to make on the Closing Date, upon the satisfaction or waiver of each of the conditions set forth in Sections 3.1 and 3.2, a Loan to Borrower in an amount equal to such Lender’s Commitment. Any amount borrowed under this Section 2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the Loans shall be paid in full no later than the Maturity Date applicable to such Loans. Each Lender’s Commitment shall terminate immediately and without further action after giving effect to the funding of such Lender’s Commitment.

(b) Borrowing Mechanics for Loans.

(i) Borrower shall deliver to Administrative Agent a fully executed Funding Notice no later than (x) the requested Credit Date with respect to Base Rate Loans and (y) three days prior to the requested Credit Date with respect to Eurodollar Rate Loans (or such shorter period as may be acceptable to Administrative Agent). Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing.

(ii) Each Lender shall make its Loan available to Administrative Agent not later than 12:00 p.m. (New York City time) on the requested Credit Date, by wire transfer of same day funds in Dollars, at the principal office designated by Administrative Agent. Upon satisfaction or waiver of the conditions precedent specified herein,

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Administrative Agent shall make the proceeds of such Loans available to Borrower on the requested Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited to the account of Borrower at the Principal Office designated by Administrative Agent or to such other account as may be designated in writing to Administrative Agent by Borrower.

2.2. [Reserved].

2.3. [Reserved].

2.4. [Reserved].

2.5. Pro Rata Shares; Availability of Funds.

(a) Pro Rata Shares. All Loans shall be made by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder nor shall any Commitment of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder.

(b) Availability of Funds. Unless Administrative Agent shall have been notified by any Lender prior to the applicable Credit Date that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on such Credit Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Credit Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower a corresponding amount on such Credit Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Credit Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. In the event that (i) Administrative Agent declines to make a requested amount available to Borrower until such time as all applicable Lenders have made payment to Administrative Agent, (ii) a Lender fails to fund to Administrative Agent all or any portion of the Loans required to be funded by such Lender hereunder prior to the time specified in this Agreement and (iii) such Lender’s failure results in Administrative Agent failing to make a corresponding amount available to Borrower on the Credit Date, at Administrative Agent’s option, such Lender shall not receive interest hereunder with respect to the requested amount of such Lender’s Loans for the period commencing with the time specified in this Agreement for receipt of payment by Borrower through and including the time of Borrower’s receipt of the requested amount. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Credit Date until the date such amount is paid to Administrative Agent, at the rate payable hereunder

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for Base Rate Loans for such Class of Loans. Nothing in this Section 2.5(b) shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Borrower may have against any Lender as a result of any default by such Lender hereunder.

2.6. Use of Proceeds. The proceeds of the Loans shall be applied by Borrower (a) (i) to obtain consents to the amendment of the 2023 Indenture, and, if applicable, to finance the repurchase of all or a portion of the 2023 Debentures or (ii) to finance the satisfaction and discharge in full of the 2023 Debentures not repurchased, and (b) to fund the ongoing working capital requirements and general corporate purpose of Borrower and its Subsidiaries.

2.7. Evidence of Debt; Register; Lenders’ Books and Records; Notes.

(a) Lenders’ Evidence of Debt. Each Lender shall maintain on its internal records an account or accounts evidencing the Obligations of Borrower to such Lender, including the amounts of the Loans made by it and each repayment and prepayment in respect thereof. Any such recordation shall be conclusive and binding on Borrower, absent manifest error; provided, that the failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitments or Borrower’s Obligations in respect of any applicable Loans; and provided further, in the event of any inconsistency between the Register and any Lender’s records, the recordations in the Register shall govern.

(b) Register. Administrative Agent (or its agent or sub-agent appointed by it) shall maintain at its Principal Office a register for the recordation of the names and addresses of Lenders and the Commitments and Loans of each Lender from time to time (the “Register”). The Register shall be available for inspection by Borrower or any Lender (with respect to (i) any entry relating to such Lender’s Loans and (ii) the identity of the other Lender’s (but not any information with respect to such other Lenders’ Loans)) at any reasonable time and from time to time upon reasonable prior notice. Administrative Agent shall record, or shall cause to be recorded, in the Register the Commitments and the Loans in accordance with the provisions of Section 10.6, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on Borrower and each Lender, absent manifest error; provided, failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitments or Borrower’s Obligations in respect of any Loan. Borrower hereby designates Administrative Agent to serve as Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.7, and Borrower hereby agrees that, to the extent Administrative Agent serves in such capacity, Administrative Agent and its officers, directors, employees, agents, sub-agents and affiliates shall constitute “Indemnitees.”

(c) Notes. If so requested by any Lender by written notice to Borrower (with a copy to Administrative Agent) at least two Business Days prior to the Closing Date, or at any time thereafter, Borrower shall execute and deliver to such Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to Section 10.6) on the Closing Date (or, if such notice is delivered after the Closing Date, promptly after Borrower’s receipt of such notice) a Note or Notes to evidence such Lender’s Loans.

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2.8. Interest on Loans.

(a) Except as otherwise set forth herein, each Class of Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows:

(i) if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or

(ii) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin.

(b) The basis for determining the rate of interest with respect to any Loan, and the Interest Period with respect to any Eurodollar Rate Loan, shall be selected by Borrower and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be.

(c) In connection with Eurodollar Rate Loans there shall be no more than twelve (12) Interest Periods outstanding at any time. In the event Borrower fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Borrower fails to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrower shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender.

(d) Interest payable pursuant to Section 2.8(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan, the last Interest Payment Date with respect to such Loan and, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan and, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan.

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(e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect to interest accrued on and to each such payment date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date.

2.9. Conversion/Continuation.

(a) Subject to Section 2.18 and so long as no Event of Default shall have occurred and then be continuing, Borrower shall have the option:

(i) to convert at any time all or any part of any Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless Borrower shall pay all amounts due under Section 2.18 in connection with any such conversion; or

(ii) upon the expiration of any Interest Period applicable to any Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $5,000,000 and integral multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loan.

(b) Subject to clause (c) below, Borrower shall deliver a Conversion/Continuation Notice to Administrative Agent no later than 11:00 a.m. (New York City time) on the day of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Loans shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

(c) In lieu of delivering a Conversion/Continuation Notice, Borrower may give Administrative Agent telephonic notice by the required time of any proposed conversion/continuation; provided each such notice shall be promptly confirmed in writing by delivery of the Conversion/Continuation Notice to Administrative Agent on or before the close of business on the date that the telephonic notice is given. In the event of a discrepancy between the telephone notice and the written Conversion/Continuation Notice, the written Conversion/Continuation Notice shall govern. In the case of any Conversion/Continuation Notice that is irrevocable once given, if Borrower provides telephonic notice in lieu thereof, such telephone notice shall also be irrevocable once given. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred

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to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrower or for otherwise acting in good faith.

2.10. Default Interest. Upon the occurrence and during the continuance of an Event of Default under Section 8.1(a), (f) or (g), any overdue amounts in respect of Loans (including overdue principal and, to the extent permitted by applicable law, overdue interest payments on the Loans or any fees or other amounts owed hereunder which are overdue) shall thereafter bear interest (including post-petition interest in any proceeding under Debtor Relief Laws) payable on demand at a rate that is 2% per annum in excess of the interest rate otherwise payable hereunder with respect to the applicable Loans (or, in the case of any such fees and other amounts, at a rate which is 2% per annum in excess of the interest rate otherwise payable hereunder for Base Rate Loans); provided, in the case of Eurodollar Rate Loans, upon the expiration of the Interest Period in effect at the time any such increase in interest rate is effective such Eurodollar Rate Loans shall thereupon become Base Rate Loans and overdue amounts in respect thereof shall thereafter bear interest payable upon demand at a rate which is 2% per annum in excess of the interest rate otherwise payable hereunder for Base Rate Loans. Payment or acceptance of the increased rates of interest provided for in this Section 2.10 is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Administrative Agent or any Lender.

2.11. Fees.

(a) Borrower agrees to pay on the Closing Date to each Lender party to this Agreement as a Lender on the Closing Date, as fee compensation for the funding of such Lender’s Loan and unfunded Commitments, a closing fee in an amount equal to 0.50% of the stated principal amount of such Lender’s Loan and unfunded Commitments, payable to such Lender from the proceeds of its Loan as and when funded on the Closing Date. Such closing fee will be in all respects fully earned, due and payable on the Closing Date and non-refundable and non-creditable thereafter.

(b) In addition to any of the foregoing fees, Borrower agrees to pay to Agents such other fees in the amounts and at the times separately agreed upon.

2.12. Scheduled Payments/Commitment Reductions.

The principal amounts of the Loans shall be repaid in consecutive quarterly installments and at final maturity (each such payment, an “Installment”) in the aggregate amounts set forth below on the four quarterly scheduled Interest Payment Dates applicable to Loans, commencing on September 30, 2013:

Amortization Date	Installments
September 30, 2013	$	5,625,000
December 31, 2013	$	5,625,000
March 31, 2014	$	5,625,000
June 30, 2014	$	5,625,000
September 30, 2014	$	5,625,000

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Amortization Date	Installments
December 31, 2014	$	5,625,000
March 31, 2015	$	5,625,000
June 30, 2015	$	5,625,000
September 30, 2015	$	5,625,000
December 31, 2015	$	5,625,000
March 31, 2016	$	5,625,000
June 30, 2016	$	5,625,000
September 30, 2016	$	5,625,000
December 31, 2016	$	5,625,000
March 31, 2017	$	5,625,000
June 30, 2017	$	5,625,000
September 30, 2017	$	5,625,000
December 31, 2017	$	5,625,000
March 31, 2018	$	5,625,000
Maturity Date		Remainder

Notwithstanding the foregoing, (x) such Installments shall be reduced in connection with any voluntary or mandatory prepayments of the Loans in accordance with Sections 2.13, 2.14 and 2.15, as applicable; and (y) the Loans, together with all other amounts owed hereunder with respect thereto, shall, in any event, be paid in full no later than the Maturity Date applicable to such Loans.

2.13. Voluntary Prepayments.

(a) Voluntary Prepayments.

(i) Any time and from time to time:

(1) with respect to Base Rate Loans, Borrower may prepay any such Loans on any Business Day in whole or in part, in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount; and

(2) with respect to Eurodollar Rate Loans, Borrower may prepay any such Loans on any Business Day in whole or in part in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount;

(ii) All such prepayments shall be made:

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(1) upon not less than one Business Day’s prior written or telephonic notice in the case of Base Rate Loans; and

(2) upon not less than three Business Days’ prior written or telephonic notice in the case of Eurodollar Rate Loans;

in each case given to Administrative Agent by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed by delivery of written notice thereof to Administrative Agent (and Administrative Agent will promptly transmit such original notice by telefacsimile or telephone to each Lender). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein. Any such voluntary prepayment shall be applied as specified in Section 2.15(a).

(b) Call Protection. In the event all or any portion of the Loans are repaid (or repriced or effectively refinanced through any amendment of the Loans) for any reason (including any mandatory prepayment pursuant to Section 2.14(a), but excluding any mandatory prepayment pursuant to Sections 2.14(b) or 2.14(c)) prior to the second anniversary of the Closing Date, such repayments or repricings will be made at (i) 102.0% of the amount repaid or repriced if such repayment or repricing occurs after the Closing Date, but on or prior to the first anniversary of the Closing Date and (ii) 101.0% of the amount repaid or repriced if such repayment or repricing occurs after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date.

2.14. Mandatory Prepayments.

(a) Asset Sales. No later than the fifth Business Day following the date of receipt by Holdings or any of its Subsidiaries of any Net Asset Sale Proceeds (other than the Net Asset Sale Proceeds of any sale or other disposition of ABL Priority Collateral), Borrower shall prepay or cause to be prepaid the Loans as set forth in Section 2.15(b) in an aggregate amount equal to such Net Asset Sale Proceeds plus payments, if any, due pursuant to Section 2.13(b); provided, so long as no Event of Default shall have occurred and be continuing, Borrower shall have the option, directly or through one or more of

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its Subsidiaries, to invest Net Asset Sale Proceeds within three hundred sixty-five (365) days of receipt thereof (or, if a binding commitment to invest such Net Asset Sale Proceeds is entered into within such three hundred sixty-five (365) day period, within five hundred forty (540) days of receipt thereof) in long-term assets useful in the business of Borrower and its Subsidiaries.

(b) Insurance/Condemnation Proceeds. No later than the fifth Business Day following the date of receipt by Holdings or any of its Subsidiaries, or Administrative Agent as loss payee, of any Net Insurance/Condemnation Proceeds (other than the Net Insurance/Condemnation Proceeds of any ABL Priority Collateral), Borrower shall prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided, so long as no Event of Default shall have occurred and be continuing, Borrower shall have the option, directly or through one or more of its Subsidiaries to commence and pursue the replacement of damaged or destroyed assets with such Net Insurance/Condemnation Proceeds or invest such Net Insurance/Condemnation Proceeds within three hundred and sixty-five (365) days of receipt thereof in long term assets useful in the business of Holdings and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof.

(c) Consolidated Excess Cash Flow. In the event that there shall be Consolidated Excess Cash Flow for any Fiscal Year (commencing with the Fiscal Year ending 2013), Borrower shall, no later than 90 days after the end of such Fiscal Year, prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow minus (ii) voluntary repayments of the Loans made with Internally Generated Cash (excluding, for the avoidance of doubt, repurchases of Loans pursuant to Section 10.6(i) and repayments of Loans made with the cash proceeds of any refinancing indebtedness); provided, that if, as of the last day of the most recently ended Fiscal Year, the Senior Secured Leverage Ratio (determined for any such period by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Senior Secured Leverage Ratio as of the last day of such Fiscal Year) shall be (A) equal to or less than 3.50:1.00 and greater than 2.75:1.00, Borrower shall only be required to make the prepayments otherwise required by this Section 2.14(c) in an amount equal to 25% of such Consolidated Excess Cash Flow and (B) equal to or less than 2.75:1.00, Borrower shall not be required to make any prepayment pursuant to this Section 2.14(c). Notwithstanding anything herein to the contrary, no payments shall be required under this Section 2.14(c) for any Fiscal Year to the extent that, on the 90th day following the end of such Fiscal Year or on any earlier date Borrower may otherwise elect to make such payment, the sum of (x) “Availability” (as defined in the ABL Credit Agreement) and (y) the aggregate amount of cash and cash equivalents of the Credit Parties in excess of the Operating Cash Threshold, after giving effect to such payment, would be less than 27.5% of the “Line Cap” (as defined in the ABL Credit Agreement as in effect on the date hereof); provided that such payment shall be required to be made hereunder on the first day that, for the immediately preceding 30 consecutive days, the sum of (x) “Availability” (as defined in the ABL Credit Agreement) and (y) the aggregate amount of cash and cash equivalents of the Credit Parties in excess of the Operating Cash Threshold, after giving effect to such payment, is greater than or equal to 27.5% of the “Line Cap” (as defined in the ABL Credit Agreement as in effect on the date hereof).

(d) Prepayment Certificate. Concurrently with any prepayment of the Loans pursuant to Sections 2.14(a) through 2.14(c), Borrower shall deliver to Administrative Agent a certificate of an Authorized Officer demonstrating the calculation of the amount of the applicable net proceeds or Consolidated Excess Cash Flow, as the case may be. In the event that Borrower shall subsequently determine that the actual amount received exceeded the amount set forth in such certificate, Borrower shall promptly make an additional prepayment of the Loans in an amount equal to such excess, and Borrower shall concurrently therewith deliver to Administrative Agent a certificate of an Authorized Officer demonstrating the derivation of such excess.

2.15. Application of Prepayments.

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(a) Application of Voluntary Prepayments. Any prepayment of any Loan pursuant to Section 2.13(a) shall be applied as specified by Borrower in the applicable notice of prepayment; provided, in the event Borrower fails to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied to prepay the Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof), and further applied on a pro rata basis to reduce the scheduled remaining Installments of principal of the Loans.

(b) Application of Mandatory Prepayments. Any amount required to be prepaid pursuant to Sections 2.14(a) through 2.14(c) shall be applied to prepay Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) and further applied to the immediately succeeding eight scheduled Installments of principal of the Loans in direct order of maturity and thereafter on a pro rata basis to the remaining scheduled Installments of principal on the Loans and the final payment due at maturity.

(c) Waivable Mandatory Prepayment. Anything contained herein to the contrary notwithstanding, so long as any Loans are outstanding, in the event Borrower is required to make any mandatory prepayment (a “Waivable Mandatory Prepayment”) of the Loans, not less than five Business Days prior to the date (the “Required Prepayment Date”) on which Borrower is required to make such Waivable Mandatory Prepayment, Borrower shall notify Administrative Agent of the amount of such prepayment, and Administrative Agent will promptly thereafter notify each Lender holding an outstanding Loan of the amount of such Lender’s Pro Rata Share of such Waivable Mandatory Prepayment and such Lender’s option to refuse such amount. Each such Lender may exercise such option by giving written notice to Borrower and Administrative Agent of its election to do so on or before the third Business Day prior to the Required Prepayment Date (it being understood that any Lender which does not notify Borrower and Administrative Agent of its election to exercise such option on or before the third Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, Borrower shall pay to Administrative Agent the portion of the amount of the Waivable Mandatory Prepayment equal to that portion of the Waivable Mandatory Prepayment payable to those Lenders that have elected not to exercise such option, to prepay the Loans of such Lenders (which prepayment shall be applied to the scheduled Installments of principal of the Loans in accordance with Section 2.15(b)), and Borrower shall be entitled to retain the remainder of the Waivable Mandatory Prepayment.

(d) Application of Prepayments of Loans to Base Rate Loans and Eurodollar Rate Loans. Considering each Class of Loans being prepaid separately, any prepayment thereof shall be applied first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner which minimizes the amount of any payments required to be made by Borrower pursuant to Section 2.18(c).

2.16. General Provisions Regarding Payments.

(a) All payments by Borrower of principal, interest, fees and other Obligations shall be made in Dollars in same day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not

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later than 12:00 p.m. (New York City time) on the date due at the Principal Office of Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by Borrower on the next succeeding Business Day.

(b) All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest and any amounts due under Sections 2.13(b) and 2.18(c) in respect of the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application to principal.

(c) Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by Administrative Agent.

(d) Notwithstanding the foregoing provisions hereof, if any Conversion/ Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter.

(e) Whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day.

(f) Administrative Agent shall deem any payment by or on behalf of Borrower hereunder that is not made in same day funds prior to 12:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.10 from the date such amount was due and payable until the date such amount is paid in full.

(g) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral in connection with any exercise of remedies permitted hereunder, in connection with any proceeding under any Debtor Relief Law, under applicable Law or under the other Credit Documents, all payments or proceeds received by Agents in respect of any of the Obligations,

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shall, subject to the provisions of the Intercreditor Agreement, be applied in accordance with the application arrangements described in Section 9.2 of the Pledge and Security Agreement.

2.17. Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to such Lender hereunder or under the other Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (a) notify Administrative Agent and each other Lender of the receipt of such payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, consolidation, set-off or counterclaim with respect to any and all monies owing by Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.17 shall not be construed to apply to (a) any payment made by Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (b) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

2.18. Making or Maintaining Eurodollar Rate Loans.

(a) Inability to Determine Applicable Interest Rate. In the event that Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Eurodollar Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans on the basis provided for in the definition of “Adjusted Eurodollar Rate”, Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Borrower and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, Eurodollar Rate Loans until such time as Administrative Agent notifies Borrower and Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice or Conversion/Continuation Notice given by Borrower with respect to the

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Loans in respect of which such determination was made shall be deemed to be rescinded by Borrower.

(b) Illegality or Impracticability of Eurodollar Rate Loans. In the event that on any date (i) any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto absent manifest error) that the making, maintaining, converting to or continuation of its Eurodollar Rate Loans has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) Administrative Agent is advised by the Requisite Lenders (which determination shall be final and conclusive and binding upon all parties hereto) that the making, maintaining, converting to or continuation of its Eurodollar Rate Loans has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of the Lenders in that market, then, and in any such event, such Lenders (or in the case of the preceding clause (i), such Lender) shall be an “Affected Lender” and such Affected Lender shall on that day give notice (by e-mail or by telephone confirmed in writing) to Borrower and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). If Administrative Agent receives a notice from (x) any Lender pursuant to clause (i) of the preceding sentence or (y) a notice from Lenders constituting Requisite Lenders pursuant to clause (ii) of the preceding sentence, then (1) the obligation of the Lenders (or, in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender) to make Loans as, or to convert Loans to, Eurodollar Rate Loans shall be suspended until such notice shall be withdrawn by each Affected Lender, (2) to the extent such determination by the Affected Lender relates to a Eurodollar Rate Loan then being requested by Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, the Lenders (or in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender) shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (3) the Lenders’ (or in the case of any notice pursuant to clause (i) of the preceding sentence, such Lender’s) obligations to maintain their respective outstanding Eurodollar Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a Eurodollar Rate Loan then being requested by Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, Borrower shall have the option, subject to the provisions of Section 2.18(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving written or telephonic notice (promptly confirmed by delivery of written notice thereof) to Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender).

(c) Compensation for Breakage or Non-Commencement of Interest Periods. Borrower shall compensate each Lender, upon written request by such Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and

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liabilities (including any interest paid or payable by such Lender to Lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profits) which such Lender may sustain: (i) if for any reason (other than a default by such Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowing, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation; (ii) if any prepayment or other principal payment of, or any conversion of, any of its Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan; or (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by Borrower. With respect to any Lender’s claim for compensation under this Section 2.18, Borrower shall not be required to compensate such Lender for any amount incurred more than 180 calendar days prior to the date that such Lender notifies Borrower of the event that gives rise to such claim.

(d) Booking of Eurodollar Rate Loans. Any Lender may make, carry or transfer Eurodollar Rate Loans at, to, or for the account of any of its branch offices or the office of an Affiliate of such Lender.

(e) Assumptions Concerning Funding of Eurodollar Rate Loans. Calculation of all amounts payable to a Lender under this Section 2.18 and under Section 2.19 shall be made as though such Lender had actually funded each of its relevant Eurodollar Rate Loans through the purchase of a Eurodollar deposit bearing interest at the rate obtained pursuant to clause (i) of the definition of “Adjusted Eurodollar Rate” in an amount equal to the amount of such Eurodollar Rate Loan and having a maturity comparable to the relevant Interest Period and through the transfer of such Eurodollar deposit from an offshore office of such Lender to a domestic office of such Lender in the United States of America; provided, however, each Lender may fund each of its Eurodollar Rate Loans in any manner it sees fit and the foregoing assumptions shall be utilized only for the purposes of calculating amounts payable under this Section 2.18 and under Section 2.19.

2.19. Increased Costs; Capital Adequacy.

(a) Compensation For Increased Costs and Taxes. If any Change in Law (i) subjects a Lender (or its applicable lending office) or any company controlling such Lender to any additional Tax (other than Indemnified Taxes, Connection Income Taxes and Taxes described in clauses (b)-(d) of the definition of Excluded Taxes) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, liquidity, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to Eurodollar Rate Loans that are reflected in the definition of “Adjusted Eurodollar Rate”) or any company controlling such Lender; or (iii)

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imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or any company controlling such Lender or such Lender’s obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or in a lump sum or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.19(a) which statement shall be conclusive and binding upon all parties hereto absent manifest error.

(b) Capital Adequacy Adjustment. In the event that any Lender shall have determined that any Change in Law, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on the capital of such Lender or any company controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Commitments, or participations therein or other obligations hereunder with respect to the Loans to a level below that which such Lender or such controlling company could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling company with regard to capital adequacy), then from time to time, within ten Business Days after receipt by Borrower from such Lender of the statement referred to in the next sentence, Borrower shall pay or cause to be paid to such Lender such additional amount or amounts as will compensate such Lender or such controlling company on an after-tax basis for such reduction. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

(c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 2.19 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section 2.19 for any increased costs incurred or reductions suffered more than 9 months prior to the date that such Lender notifies Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 9-month period referred to above shall be extended to include the period of retroactive effect thereof). Notwithstanding the foregoing, no Lender may demand compensation pursuant to this Section 2.19 unless it is then the general policy of such Lender to pursue similar compensation in similar circumstances under comparable provisions of other credit agreements.

2.20. Taxes; Withholding, Etc.

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(a) Payments to Be Free and Clear. All sums payable by or on behalf of any Credit Party hereunder and under the other Credit Documents shall (except to the extent required by law) be paid free and clear of, and without any deduction or withholding on account of any Tax except as required by applicable Law.

(b) Withholding of Taxes. If any Credit Party or any other Person (acting as a withholding agent) is (in such withholding agent’s reasonable good faith discretion) required by law to make any deduction or withholding on account of any Indemnified Tax from any sum paid or payable by any Credit Party to Administrative Agent or any Lender under any of the Credit Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) Borrower shall pay, or cause to be paid, any such Indemnified Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) unless otherwise provided on this Section 2.20, the sum payable by such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within thirty days after the due date of payment of any Indemnified Tax which it is required by clause (ii) above to pay, Borrower shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority.

(c) Evidence of Exemption From U.S. Withholding Tax. Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a “Non-US Lender”) shall, to the extent such Lender is legally able to do so, deliver to Administrative Agent and Borrower, on or prior to the Closing Date (in the case of each Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of Borrower or Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service Form W-8BEN, W-8ECI, W-8EXP and/or W-8IMY (or, in each case, any successor forms), as applicable, properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Borrower or Administrative Agent to establish that such Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, or (ii) if such Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN (or any successor form), properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Borrower to establish that such Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of United States federal income tax with respect to any payments to such Lender of interest payable

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under any of the Credit Documents. Each Non-US Lender shall, to the extent it is legally able to do so, deliver to Borrower and Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Non-US Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit Borrower or Administrative Agent to determine the withholding or deduction required to be made. Each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for United States federal income tax purposes (a “U.S. Lender”) shall deliver to Administrative Agent and Borrower on or prior to the Closing Date (or, if later, on or prior to the date on which such Lender becomes a party to this Agreement) two original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Lender, certifying that such U.S. Lender is entitled to an exemption from United States backup withholding tax, or otherwise prove that it is entitled to an exemption. If a payment made to a Lender under any Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 2.20(c), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 2.20(c) hereby agrees to the extent such Lender is legally able, from time to time after the initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall promptly deliver to Administrative Agent and Borrower two new original copies of Internal Revenue Service Form W-8BEN, W-8ECI, W-8EXP, W-8IMY and/or W-9 (or, in each case, any successor form), as applicable, or a Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN (or any successor form), as the case may be, properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Borrower to confirm or establish that such Lender is not subject to (or is subject to a reduced rate of) deduction or withholding of United States federal income tax with respect to payments to such Lender under the Credit Documents, or notify Administrative Agent and Borrower of its inability to deliver any such forms, certificates or other evidence.

(d) Without limiting the provisions of Section 2.20(b), Borrower shall timely pay all Other Taxes to the relevant Governmental Authorities in accordance with applicable law. Borrower shall deliver to Administrative Agent official receipts or other evidence of such

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payment reasonably satisfactory to Administrative Agent in respect of any Other Taxes payable hereunder promptly after payment of such Other Taxes.

(e) Borrower shall indemnify Administrative Agent and any Lender for the full amount of Indemnified Taxes for which additional amounts are required to be paid pursuant to Section 2.20(b) arising in connection with payments made under this Agreement or any other Credit Document and Other Taxes (including any such Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.20) paid by Administrative Agent or Lender or any of their respective Affiliates and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to such Credit Party shall be conclusive absent manifest error. Such payment shall be due within thirty (30) days of such Credit Party’s receipt of such certificate.

(f) If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.20 (including additional amounts pursuant to this Section 2.20), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.20 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(g) Each party’s obligations under this Section 2.20 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Credit Document.

2.21. Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.18, 2.19 or 2.20, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such

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Lender, or (b) take such other measures as such Lender may deem reasonable, if as a result thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts which would otherwise be required to be paid to such Lender pursuant to Section 2.18, 2.19 or 2.20 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, funding or maintaining of such Commitments or Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Commitments or Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.21 unless Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable by Borrower pursuant to this Section 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Borrower (with a copy to Administrative Agent) shall be conclusive absent manifest error.

2.22. Defaulting Lenders.

(a) Defaulting Lender Waterfall. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law, any payment of principal, interest, fees or other amounts received by Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 8 or otherwise) or received by Administrative Agent from a Defaulting Lender pursuant to Section 10.4 shall be applied at such time or times as may be determined by Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to Administrative Agent hereunder; second, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; third, as Borrower may request (so long as no Default or Event of Default shall have occurred and be continuing), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by Administrative Agent; fourth, if so determined by Administrative Agent and Borrower, to be held in a Deposit Account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement; fifth, so long as no Event of Default shall have occurred and be continuing, to the payment of any amounts owing to Borrower as a result of any judgment of a court of competent jurisdiction obtained by Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made at a time when the conditions set forth in Section 3.2 were satisfied and waived, such payment shall be applied solely to pay the Loans of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by the Lenders pro rata in accordance with the applicable Pro Rata Shares. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

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(b) Defaulting Lender Cure. If Borrower and Administrative Agent agree in writing that a Lender is no longer a Defaulting Lender, Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower while that Lender was a Defaulting Lender; and provided further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

2.23. Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.18, 2.19 or 2.20, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within three Business Days after Borrower’s request for such withdrawal; or (b) any Lender shall become and continues to be a Defaulting Lender; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the “Terminated Lender”), Borrower may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its Commitments, if any, in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 10.6 and Borrower shall pay the fees, if any, payable thereunder in connection with any such assignment from an Increased-Cost Lender, a Non-Consenting Lender or a Defaulting Lender; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, and (B) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.11; (2) on the date of such assignment, Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.18(c), 2.19 or 2.20 or otherwise as if it were a prepayment pursuant to Section 2.13(b) and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender. Upon the prepayment of all amounts owing to any Terminated Lender, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender. Each Lender agrees that if Borrower exercises its option hereunder to cause an assignment by such Lender as a Non-Consenting Lender or Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 10.6. In the event that a Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs Administrative Agent

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to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 10.6 on behalf of a Non-Consenting Lender or Terminated Lender and any such documentation so executed by Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 10.6. Any removal of Goldman Sachs or its successor as a Defaulting Lender pursuant to this Section shall also constitute the removal of Goldman Sachs or its successor as Administrative Agent pursuant to Section 9.7.

2.24. [Reserved].

2.25. Extensions of Loans.

(a) Borrower may from time to time, pursuant to the provisions of this Section 2.25, agree with one or more Lenders holding Loans of any Class (“Existing Class”) to extend the maturity date and to provide for other terms consistent with this Section 2.25 (each such modification, an “Extension”) pursuant to one or more written offers (each an “Extension Offer”) made from time to time by Borrower to all Lenders under any Class that is proposed to be extended under this Section 2.25, in each case on a pro rata basis (based on the relative principal amounts of the outstanding Loans of each Lender in such Class) and on the same terms to each such Lender, which Extension Offer may be conditioned as determined by Borrower and set forth in such offer. In connection with each Extension, Borrower will provide notification to Administrative Agent (for distribution to the Lenders of the applicable Class), no later than 30 days prior to the maturity of the applicable Class or Classes to be extended of the requested new maturity date for the extended Loans of each such Class (each an “Extended Maturity Date”) and the due date for Lender responses. In connection with any Extension, each Lender of the applicable Class wishing to participate in such Extension shall, prior to such due date, provide Administrative Agent with a written notice thereof in a form reasonably satisfactory to Administrative Agent. Any Lender that does not respond to an Extension Offer by the applicable due date shall be deemed to have rejected such Extension. In connection with any Extension, Borrower shall agree to such procedures, if any, as may be reasonably established by, or acceptable to, Administrative Agent to accomplish the purposes of this Section 2.25.

(b) After giving effect to any Extension, the Loans so extended shall cease to be a part of the Class that they were a part of immediately prior to the Extension and shall be a new Class hereunder; provided that at no time shall there be more than ten different Classes of Loans.

(c) The consummation and effectiveness of each Extension shall be subject to the following:

(i) no Event of Default shall have occurred and be continuing at the time any Extension Offer is delivered to the Lenders or at the time of such Extension;

(ii) the Loans of any Lender extended pursuant to any Extension (“Extended Loans”) shall have the same terms as the Class of Loans subject to the related Extension Amendment (“Existing Loans”); except (A) the final maturity date of any Extended Loans of a Class to be extended pursuant to an Extension shall be later than the Latest Maturity Date at the time of such Extension, and the weighted average life to

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maturity of any Extended Loans of a Class to be extended pursuant to an Extension shall be no shorter than the weighted average life to maturity of the Class of Existing Loans subject to the Latest Maturity Date at the time of such Extension; (B) the all-in pricing (including, without limitation, margins, fees and premiums) with respect to the Extended Loans may be higher or lower than the all-in pricing (including, without limitation, margins, fees and premiums) for the Existing Loans; (C) no repayment of any Extended Loans shall be permitted unless such repayment is accompanied by an at least pro rata repayment of all earlier maturing Loans (including previously extended Loans) (or all earlier maturing Loans (including previously extended Loans) shall otherwise be or have been terminated and repaid in full); (D) the Extended Loans may contain a “most favored nation” provision for the benefit of Lenders holding Extended Loans; and (E) the other terms and conditions applicable to Extended Loans may be terms different than those with respect to the Existing Loans so long as such terms and conditions only apply after the Latest Maturity Date at the time of such Extension; provided further, each Extension Amendment may, without the consent of any Lender other than the applicable extending Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of Administrative Agent and Borrower, to give effect to the provisions of this Section 2.25, including any amendments necessary to treat the applicable Loans of the extending Lenders as a new “Class” of loans hereunder; provided however, no Extension Amendment may provide for any Class of Extended Loans to be secured by any Collateral or other assets of any Credit Party that does not also secure the Existing Loans;

(iii) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by Borrower generally directed to the applicable Lenders under the applicable Class in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to Administrative Agent;

(iv) a minimum amount in respect of such Extension (to be determined in Borrower’s discretion and specified in the relevant Extension Offer, but in no event less than $25,000,000, unless another amount is agreed to by Administrative Agent) shall be satisfied; and

(v) no Extension shall become effective unless, on the proposed effective date of such Extension, the conditions set forth in Section 3.2 shall be satisfied (with all references in such Section to a Credit Date being deemed to be references to the Extension on the applicable date of such Extension), and Administrative Agent shall have received a certificate to that effect dated the applicable date of such Extension and executed by an Authorized Officer of Borrower.

(d) For the avoidance of doubt, it is understood and agreed that the provisions of Section 2.17 and Section 10.5 will not apply to Extensions of Loans pursuant to Extension Offers made pursuant to and in accordance with the provisions of this Section 2.25, including to any payment of interest or fees in respect of any Extended Loans that have been extended pursuant to an Extension at a rate or rates different from those paid or payable in respect of Loans of any other Class, in each case as is set forth in the relevant Extension Offer.

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(e) No Lender who rejects any request for an Extension shall be deemed a Non-Consenting Lender for purposes of Section 2.23.

(f) The Lenders hereby irrevocably authorize Administrative Agent to enter into amendments (collectively, “Extension Amendments”) to this Agreement and the other Credit Documents as may be necessary in order to establish new Classes of Loans created pursuant to an Extension, in each case on terms consistent with this Section 2.25. Notwithstanding the foregoing, Administrative Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Requisite Lenders with respect to any matter contemplated by this Section 2.25 and, if Administrative Agent seeks such advice or concurrence, Administrative Agent shall be permitted to enter into such amendments with Borrower in accordance with any instructions received from such Requisite Lenders and shall also be entitled to refrain from entering into such amendments with Borrower unless and until it shall have received such advice or concurrence; provided, however, that whether or not there has been a request by Administrative Agent for any such advice or concurrence, all such Extension Amendments entered into with Borrower by Administrative Agent hereunder shall be binding on the Lenders. Without limiting the foregoing, in connection with any Extension, (i) the appropriate Credit Parties shall (at their expense) amend (and Administrative Agent is hereby directed to amend) any Mortgage (or any other Credit Document that Administrative Agent or Collateral Agent reasonably requests to be amended to reflect an Extension) that has a maturity date prior to the latest Extended Maturity Date so that such maturity date is extended to the then latest Extended Maturity Date (or such later date as may be advised by local counsel to Administrative Agent) and (ii) Borrower shall deliver board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by Administrative Agent in connection therewith and a legal opinion of counsel reasonably acceptable to Administrative Agent (i) as to the enforceability of such Extension Amendment, this Agreement as amended thereby, and such of the other Credit Documents (if any) as may be amended thereby and (ii) to the effect that such Extension Amendment, including without limitation, the Extended Loans provided for therein, does not conflict with or violate the terms and provisions of Section 10.5.

(g) Promptly following the consummation and effectiveness of any Extension, Borrower will furnish to Administrative Agent (who shall promptly furnish to each Lender) written notice setting forth the Extended Maturity Date and material economic terms of the Extension and the aggregate principal amount of each class of Loans and Commitments after giving effect to the Extension and attaching a copy of the fully executed Extension Amendment.

SECTION 3. CONDITIONS PRECEDENT

3.1. Closing Date. The obligation of each Lender to make any Loan pursuant to Section 2.1(a) on the Closing Date is subject to the satisfaction, or waiver in accordance with Section 10.5, of the following conditions on or before the Closing Date:

(a) Credit Documents. The execution and delivery by each Credit Party of the Credit Documents listed on Schedule 3.1(a).

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(b) Organizational Documents; Incumbency. Administrative Agent and Lead Arranger shall have received, in respect of each Credit Party, (i) sufficient copies of each Organizational Document as Administrative Agent shall request, and, to the extent applicable, certified as of the Closing Date or a recent date prior thereto by the appropriate Governmental Authority; (ii) signature and incumbency certificates of the officers of such Credit Party; (iii) resolutions of the Board of Directors or similar governing body of such Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of such Credit Party’s jurisdiction of incorporation, organization or formation, each dated the Closing Date or a recent date prior thereto; and (v) signature and incumbency certificates of one or more officers of Borrower who are authorized to execute Funding Notices delivered under this Agreement, in substantially the form of Exhibit K (with such amendments or modifications as may be approved by Administrative Agent).

(c) Consummation of Transactions.

(i) (1) There shall not exist any “Event of Default” under and as defined in the ABL Credit Agreement, the 1994 Indenture and any notes or debentures issued thereunder or, to the extent not satisfied and discharged at or prior to the Closing Date, the 2023 Indenture and any notes or debentures issued thereunder; (2) there shall have been no amendment or modification to, or waiver under, the ABL Credit Agreement after April 28, 2013 that is adverse in any material respect to the Joint Arrangers or the Lenders; (3) there shall have been no issuance or borrowing of indebtedness by Holdings or any of its Subsidiaries after April 28, 2013 that is secured by any of the Collateral, other than revolving loans made and letters of credit issued under the ABL Credit Agreement; and (4) Borrower’s designation of all Subsidiaries of Borrower that have been previously designated as “Restricted Subsidiaries” under and as defined in the 1994 Indenture and each series of notes and debentures issued thereunder shall have been cancelled such that there are no “Restricted Subsidiaries” of Borrower under such Indenture.

(ii) Administrative Agent and Lead Arranger shall each have received reasonably satisfactory confirmation that the transactions described in clause (iii) of the definition of “Transactions” shall occur substantially concurrently with or immediately after the making of the Loans hereunder.

(d) Real Estate Assets. In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in certain Real Estate Assets, Collateral Agent shall have received from Borrower and each applicable Guarantor:

(i) evidence satisfactory to Collateral Agent that such Credit Party has delivered to the Title Company fully executed and notarized Mortgages, in form approved by Collateral Agent, encumbering each Real Estate Asset listed in

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Schedule 3.1(d)(A) (each, a “Closing Date Mortgaged Property”) and the short-form mortgages or Mortgages encumbering each Real Estate Asset listed in Schedule 3.1(d)(B) hereto (each, a “Schedule B Property”), together with a written direction to the Title Company to record the same and funds sufficient to pay any applicable mortgage tax or other applicable recording charges;

(ii) Borrower shall cause an ALTA extended coverage lenders’ policy of title insurance (a “Title Policy”) and a survey sufficient to cause the Title Company to remove the survey exception from such title policy to be delivered on the Closing Date with respect to 6501 Legacy Drive, Plano, TX (headquarters);

(iii) (A) a completed Flood Certificate with respect to each Closing Date Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply with the Flood Program; (B) if the Flood Certificate states that such Closing Date Mortgaged Property is located in a Flood Zone, Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Closing Date Mortgaged Property and (y) as to whether the community in which each Closing Date Mortgaged Property is located is participating in the Flood Program; and (C) if such Closing Date Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that Borrower has obtained a policy of flood insurance that is in compliance with all applicable requirements of the Flood Program; and

(iv) “Letter of value” appraisals from Cushman & Wakefield Inc. with respect to (A) the corporate headquarters of Holdings and its Subsidiaries and related land, (B) the nine (9) fee-owned distribution centers of Holdings and its Subsidiaries, (C) the fee-owned and ground-leased stores of Holdings and its Subsidiaries and (D) operating leases of Holdings and its Subsidiaries for space in malls that have a Green Street grade of B- or higher as well as select other operating leases of Holdings and its Subsidiaries previously agreed by Borrower and Administrative Agent.

(e) Personal Property Collateral. Each Credit Party shall have delivered to Collateral Agent:

(i) evidence satisfactory to Collateral Agent of the compliance by each Credit Party of their obligations under the Pledge and Security Agreement and the other Collateral Documents (including their obligations to execute or authorize, as applicable, and deliver UCC financing statements, originals of securities, instruments and chattel paper as provided therein); provided that to the extent the Collateral Agent’s security interest is not perfected in any collateral in which a security interest may be not perfected by the filing of a UCC financing statement or the delivery of stock certificates issued by any Domestic Subsidiary or debt instruments after each Credit Party’s use of commercially reasonable efforts to do so, the perfection of such security interest(s) will not constitute a condition precedent to the availability of the Loans on the Closing Date;

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(ii) a completed Collateral Questionnaire dated the Closing Date and executed by an Authorized Officer of each Credit Party, together with all attachments contemplated thereby; and

(iii) all stock certificates representing the Pledged Equity Interests (as defined in the Pledge and Security Agreement) issued by each Domestic Subsidiary and instruments evidencing the Pledged Debt (as defined in the Pledge and Security Agreement), in each case required to be delivered to the Collateral Agent pursuant to the Credit Documents, together with duly executed instruments of transfer.

(f) Financial Statements. Administrative Agent and Lead Arranger shall have received GAAP unaudited financial statements (subject to normal year-end audit adjustments and the absence of footnotes) for Holdings’ fiscal quarter ending May 4, 2013 to the extent such fiscal quarter end occurs more than 30 calendar days prior to the Closing Date.

(g) Evidence of Insurance. Collateral Agent shall have received a certificate from the applicable Credit Party’s insurance broker or other evidence satisfactory to it that all insurance required to be maintained pursuant to Section 5.5 is in full force and effect, together with endorsements naming Collateral Agent, for the benefit of Secured Parties, as additional insured and loss payee thereunder to the extent required under Section 5.5; provided, however, that to the extent such certificate, endorsements or other evidence is not delivered on the Closing Date, the Credit Parties shall be required to satisfy such condition on a post-closing basis pursuant to Section 5.15.

(h) Opinions of Counsel to Credit Parties. Agents and Lenders and their respective counsel shall have received originally executed copies of the favorable written opinions of Skadden, Arps, Slate, Meagher & Flom LLP, special New York counsel for Credit Parties, and Janet Dhillon, General Counsel of Holdings, as to such matters as Administrative Agent or Lead Arranger may reasonably request, dated as of the Closing Date and in form and substance reasonably satisfactory to Administrative Agent and Lead Arranger (and each Credit Party hereby instructs such counsel to deliver such opinions to Agents and Lenders).

(i) Fees. Borrower shall have paid to each Agent the reasonable and documented fees payable on or before the Closing Date referred to in Section 2.11(a) and (b) and all reasonable and documented expenses payable pursuant to Section 10.2 which have accrued to the Closing Date.

(j) Closing Date Certificate. Holdings and Borrower shall have delivered to Administrative Agent and Lead Arranger an originally executed Closing Date Certificate, together with all attachments thereto.

(k) No Litigation. There shall not exist any actions, suits or proceedings by or before any Governmental Authority enjoining the financing contemplated by this Agreement.

(l) Letter of Direction. Administrative Agent and Lead Arranger shall have received a duly executed letter of direction from Borrower addressed to Administrative Agent and Lead Arranger, on behalf of itself and Lenders, directing the disbursement on the Closing Date of the proceeds of the Loans made on such date.

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(m) Patriot Act. At least 5 days prior to the Closing Date, the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001) the “PATRIOT Act”), to the extent that such information was requested by the Lenders at least 10 days prior to the Closing Date.

Notwithstanding anything herein to the contrary, to the extent any security interest in the intended Collateral (other than any Mortgage with respect to the Closing Date Mortgaged Properties and the short-form mortgages or Mortgages with respect to the Schedule B Properties, each of which shall be delivered to the Title Company in accordance with (d)(i) above, and any Collateral the security interest in which may be perfected by the filing of a UCC financing statement or the delivery of stock certificates or debt instruments) is not perfected on the Closing Date after Borrower’s use of commercially reasonable efforts to do so, the perfection of such security interest(s) will not constitute a condition precedent to the availability of the Loans on the Closing Date.

3.2. Conditions to Each Credit Extension.

(a) Conditions Precedent. The obligation of each Lender to make any Loan on any Credit Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 10.5, of the following conditions precedent:

(i) Administrative Agent shall have received a fully executed and delivered Funding Notice;

(ii) as of such Credit Date, the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and

(iii) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default or a Default.

(b) Notices. Any Notice shall be executed by an Authorized Officer in a writing delivered to Administrative Agent. In lieu of delivering a Notice, Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing or conversion/continuation, as the case may be; provided each such notice shall be promptly confirmed in writing by delivery of the applicable Notice to Administrative Agent on or before the close of business on the date that the telephonic notice is given. In the event of a discrepancy between the telephone notice and the written Notice, the written Notice shall

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govern. In the case of any Notice that is irrevocable once given, if Borrower provides telephonic notice in lieu thereof, such telephone notice shall also be irrevocable once given. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Borrower or for otherwise acting in good faith.

SECTION 4. REPRESENTATIONS AND WARRANTIES

In order to induce Agents and Lenders to enter into this Agreement and to make each Credit Extension to be made thereby, each Credit Party represents and warrants to each Agent and Lender, on the Closing Date and on each Credit Date, that the following statements are true and correct (it being understood and agreed that the representations and warranties made on the Closing Date are deemed to be made concurrently with and giving effect to the consummation of the Transactions):

4.1. Organization; Requisite Power and Authority; Qualification. Each of the Credit Parties is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except, in each case, where the failure to do so, individually or in the aggregate, would not result in a Material Adverse Effect.

4.2. Equity Interests and Ownership. The Equity Interests of each of the Material Subsidiaries of Borrower have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which any Material Subsidiary of Borrower is a party requiring, and there is no membership interest or other Equity Interests of any Material Subsidiary of Borrower outstanding which upon conversion or exchange would require, the issuance by any Material Subsidiary of Borrower of any additional membership interests or other Equity Interests of any Material Subsidiary of Borrower or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Equity Interests of any Material Subsidiary of Borrower. Schedule 4.2 correctly sets forth the ownership interest of Borrower and each of its Material Subsidiaries in their respective Material Subsidiaries as of the Closing Date.

4.3. [Reserved].

4.4. Governmental Consents; No Conflict. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect or as to which the failure to be made or obtained and to be in full force and effect would not result in a Material Adverse Effect, (ii) filings necessary to perfect Liens created under the Pledge and Security Agreement and the Mortgages and (iii) filings of periodic reports with the Securities and Exchange Commission, (b) will not violate any law or regulation or the charter, by-laws or other Organizational Documents of Holdings or any Subsidiary or any material order of any

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Governmental Authority applicable to such Person except, in each case, as would not reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any material provision of any indenture, agreement or other instrument binding upon Holdings or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by Holdings or any Subsidiary, (d) will not result in the creation or imposition of, or the requirement to impose, any Lien on any asset of Holdings or any of its Subsidiaries, except Liens created under the Collateral Documents, and (e) do not require any approval of stockholders, members or partners or any approval or consent of any Person under any Contractual Obligation of Holdings or any of its Subsidiaries, except for such approvals or consents which will be obtained on or before the Closing Date and disclosed in writing to Lenders and except for any such approvals or consents the failure of which to obtain will not have a Material Adverse Effect.

4.5. [Reserved].

4.6. Binding Obligation. The Transactions to be entered into by each Credit Party are within such Credit Party’s organizational powers and have been duly authorized by all necessary organizational and, if required, stockholder action. This Agreement has been duly executed and delivered by each of Holdings, Borrower and each Guarantor Subsidiary and constitutes, and each other Credit Document to which any Credit Party is to be a party, when executed and delivered by such Credit Party, will constitute, a legal, valid and binding obligation of Holdings, Borrower, such Guarantor Subsidiary or such Credit Party (as the case may be), enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

4.7. Historical Financial Statements. Holdings has heretofore furnished to the Lenders the Historical Financial Statements, which shall be deemed to have been furnished to the Lenders by inclusion as part of its 10-K or 10-Q filings filed on or prior to the Closing Date. The Historical Financial Statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings and its consolidated Subsidiaries as of the respective dates thereof and for the respective periods thereof in accordance with GAAP, subject to normal year end audit adjustments and the absence of certain footnotes in the case of any such unaudited financial statements.

4.8. [Reserved].

4.9. No Material Adverse Change. Since February 2, 2013, except as disclosed in Holdings’ publicly available filings with the United States Securities and Exchange Commission on or prior to May 16, 2013 (excluding “risk factor” or other forward looking disclosure), there has not occurred any event, circumstance or change that has resulted in or could reasonably be expected to result in a material adverse change in or effect on the financial position or results of operations of Holdings and its Subsidiaries.

4.10. [Reserved].

4.11. Litigation. There are no actions, suits or proceedings by or before any Governmental Authority enjoining the financing contemplated by this Agreement.

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4.12. Payment of Taxes. Each of Holdings and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes shown to be due and payable on such returns, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which Holdings or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so would not result in a Material Adverse Effect.

4.13. Properties.

(a) Title. Each of Holdings and its Subsidiaries has good title to, or valid leasehold or other property interests in, all its real and personal property material to the business of Holdings and its Subsidiaries (taken as a whole), except for Liens permitted under Section 6.2 and minor defects in title and leases being contested, in each case, that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes.

(b) Intellectual Property. Each of Holdings and its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other Intellectual Property material to its business, and the use thereof by Holdings and its Subsidiaries does not infringe upon the rights of any other Person, except for any defects in ownership or licenses and any such infringements that, individually or in the aggregate, would not result in a Material Adverse Effect.

(c) Real Estate. As of the Closing Date, Schedule 4.13 contains a true, accurate and complete list setting forth (i) the address of each of the Real Estate Assets, (ii) the type/use of such Real Estate Assets, (iii) the Credit Party that owns interests in such Real Estate Assets and (iv) the real estate interest held by such Credit Party. The ground lease or lease, as applicable, pursuant to which any Credit Party holds any interest in any Real Estate Asset is in full force and effect, and Holdings does not have knowledge of any default that has occurred and is continuing thereunder, and each such agreement constitutes the legally valid and binding obligation of each applicable Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles, except to the extent that any failure of any of the foregoing, individually or in the aggregate, would not result in a Material Adverse Effect.

4.14. Environmental Matters. Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, would not result in a Material Adverse Effect, neither Holdings nor any of its Subsidiaries (i) is in violation of any Environmental Law or has failed to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability. Since the Closing Date, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

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4.15. Compliance with Laws and Agreements; No Defaults. Each of Holdings and its Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, material agreements and other material instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, would not result in a Material Adverse Effect. No Default or Event of Default has occurred and is continuing.

4.16. [Reserved].

4.17. Governmental Regulation. No Credit Party is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

4.18. Federal Reserve Regulations; Exchange Act. (a) None of Holdings, Borrower or any of their Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of buying or carrying Margin Stock.

(b) No portion of the proceeds of any Loan shall be used in any manner, whether directly or indirectly, that causes or could reasonably be expected to cause, such Loan or the application of such proceeds to violate Regulation T, Regulation U or Regulation X of the Board of Governors or any other regulation thereof or to violate the Exchange Act.

4.19. Employee Matters. Neither Holdings nor any of its Subsidiaries is engaged in any unfair labor practice that could reasonably be expected to have a Material Adverse Effect. There is (a) no unfair labor practice complaint pending against Holdings or any of its Subsidiaries, or to the best knowledge of Holdings and Borrower, threatened against any of them before the National Labor Relations Board and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement that is so pending against Holdings or any of its Subsidiaries or to the knowledge of Holdings and Borrower, threatened against any of them, (b) no strike or work stoppage in existence or, to the knowledge of Holdings and Borrower, threatened involving Holdings or any of its Subsidiaries, and (c) to the best knowledge of Holdings and Borrower, no union organization activity that is taking place with respect to the employees of Holdings or any of its Subsidiaries, except (with respect to any matter specified in clause (a), (b) or (c) above) such as is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect.

4.20. Employee Benefit Plans. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, would result in a Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect,) as of the most recent valuation for any Plan, no Plan had any Unfunded Pension Liability, and to the best knowledge of Holdings and Borrower, there has been no change in the funding status of any Plan since the valuation date of such recent valuation that would reasonably be expected to have a Material Adverse Effect.

4.21. [Reserved].

4.22. Solvency. As of the Closing Date, after giving effect to the Loans incurred on the Closing Date, the Borrower and its Subsidiaries are, on a consolidated basis, Solvent.

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4.23. [Reserved].

4.24. [Reserved].

4.25. Disclosure. Neither the Lender Presentation nor any of the other reports, certificates or other written information (other than projections (the “projections”) and other forward looking information and information of a general economic or industry nature) (collectively, the “information”) furnished by or on behalf of any Credit Party to any Agent or any Lender in connection with the negotiation of this Agreement or any other Credit Document or delivered hereunder (as modified or supplemented by other information so furnished and taken as a whole with all such other information), when furnished or modified or supplemented, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading. The projections furnished by or on behalf of any Credit Party to any Agent or any Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished and taken as a whole with all other information), have been or will be prepared in good faith based upon assumptions that are reasonable at the time made and at the time the projections are made available to any Agent or any Lender by any Credit Party (it being understood that such projections are forward looking statements which by their nature are subject to significant uncertainties and contingencies, many of which are beyond the control of the Credit Parties, and that actual results may differ, and such differences may be material, from those expressed or implied in such projections, and no assurance can be given that the projections will be realized).

4.26. [Reserved].

4.27. PATRIOT Act. To the extent applicable, each Credit Party is in compliance, in all material respects, with (i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (ii) the PATRIOT Act. No part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

SECTION 5. AFFIRMATIVE COVENANTS

Each Credit Party covenants and agrees that, so long as any Commitment is in effect and until payment in full of all Obligations (other than unasserted contingent obligations), each Credit Party shall perform, and shall cause each of its Subsidiaries to perform, all covenants in this Section 5.

5.1. Financial Statements and Other Reports. Holdings will deliver to Administrative Agent for distribution to each Lender:

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(a) Quarterly Financial Statements. As soon as available, and in any event within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of Holdings, its consolidated balance sheets and related statements of operations, stockholders’ equity and cash flows as of the end of and for such Fiscal Quarter and the then elapsed portion of the Fiscal Year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous Fiscal Year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of Holdings and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes;

(b) Annual Financial Statements. As soon as available, and in any event within 90 days after the end of each Fiscal Year of Holdings, its audited consolidated balance sheets and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of Holdings and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP;

(c) Compliance Certificate. Together with each delivery of financial statements of Holdings and its Subsidiaries pursuant to Sections 5.1(a) and 5.1(b), a duly executed and completed Compliance Certificate of a Financial Officer of Holdings or Borrower (i) certifying as to whether a Default has occurred and is continuing on the date thereof and, if a Default has occurred and is continuing on such date, specifying the details thereof and any action taken or proposed to be taken with respect thereto, and (ii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements referred to in Section 4.7 or delivered pursuant to clause (b) above and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

(d) [Reserved];

(e) Notice of Default. Promptly upon any Financial Officer or other executive officer obtaining knowledge (i) of the occurrence of any Default or any Event of Default, or (ii) of any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect, a certificate of a Financial Officer or other executive officer of Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto;

(f) Notice of Litigation. Promptly upon any Financial Officer or other executive officer obtaining knowledge of the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting Holdings, Borrower or any Subsidiary thereof that, if adversely determined, would reasonably be expected to result in a Material Adverse Effect (other than any Disclosed Matters);

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(g) ERISA. Promptly upon any Financial Officer or other executive officer obtaining knowledge of the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would result in liability of Holdings and its Subsidiaries in an aggregate amount exceeding $100,000,000;

(h) Financial Plan. Within 90 days after the end of each Fiscal Year, an annual financial forecast (in a form consistent with forecasts previously provided to or otherwise approved by Administrative Agent) for Holdings and its Subsidiaries for the subsequent Fiscal Year (including a consolidated balance sheet of Holdings and its Subsidiaries as of the end of the prior fiscal year and consolidated statements of income and cash flows of Holdings and its Subsidiaries for such Fiscal Year) (a “Financial Plan”);

(i) Insurance Report. Each Credit Party shall deliver to Administrative Agent a copy of a certificate of insurance evidencing the required coverage on or prior to the Closing Date and promptly following each renewal or replacement of such policies thereafter. Borrower will furnish to the Administrative Agent, upon its reasonable request, information in reasonable detail as to the insurance so maintained;

(j) Information Regarding Collateral. Borrower will furnish to Administrative Agent prompt written notice of any change (i) in the legal name of any Credit Party, (ii) in the identity or type of organization or corporate structure of any Credit Party, (iii) in the Federal Taxpayer Identification Number or other identification number of any Credit Party, or (iv) in the jurisdiction of organization of any Credit Party. Holdings and Borrower agree not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral;

(k) Annual Collateral Verification. Each year, at the time of delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to Section 5.1(b), Borrower shall deliver to Collateral Agent (i) a certificate of its Authorized Officer (A) either confirming that there has been no change in the information set forth in sections I.A.-D., I.H., II.A.-B. and II.E.-G. of the Collateral Questionnaire delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section 5.1 and/or identifying such changes and (B) certifying that all UCC financing statements (including fixtures filings, as applicable) and all supplemental intellectual property security agreements or other appropriate filings, recordings or registrations, have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (A) above (or in such Collateral Questionnaire) to the extent necessary to establish a legal, valid and perfected security interest in favor of the Administrative Agent (for the ratable benefit of the Secured Parties) in respect of all Collateral in which a Lien may be perfected by filing, recording or registration in the United States (or any political subdivision thereof), and (ii) upon request by the Collateral Agent, a copy of any certificate or other document delivered to the administrative agent or collateral agent under the ABL Credit Agreement updating the information contained in any perfection certificate or similar document with respect to the Common Collateral, or certifying that there has been no changes to such information;

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(l) Other Information. (A) Promptly upon their becoming publicly available, copies (or email notice) of all periodic reports and all registration, proxy statements and prospectuses, if any, filed by any Credit Party with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, (B) promptly after any Credit Party obtains knowledge that (i) Moody’s or S&P shall have announced a change in the Credit Rating established or deemed to have been established by such rating agency, written notice of such Credit Rating change, and (C) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of Holdings or any Subsidiary as Administrative Agent may reasonably request; provided that none of Holdings or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (x) constitutes non-financial trade secrets or non-financial proprietary information, (y) in respect of which disclosure to the Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any bona fide binding agreement or (z) is subject to attorney-client or similar privilege or constitutes attorney work product; and

(m) Certification of Public Information. Holdings, Borrower and each Lender acknowledge that certain of the Lenders may be Public Lenders and, if documents or notices required to be delivered pursuant to this Section 5.1 or otherwise are being distributed through IntraLinks/IntraAgency, SyndTrak or another relevant website or other information platform (the “Platform”), any document or notice that Holdings or Borrower has indicated contains Non-Public Information shall not be posted on that portion of the Platform designated for such Public Lenders. Each of Holdings and Borrower agrees to use commercially reasonable efforts to clearly designate all information provided to Administrative Agent by or on behalf of Holdings or Borrower which is suitable to make available to Public Lenders. If Holdings or Borrower has not indicated whether a document or notice delivered pursuant to this Section 5.1 contains Non-Public Information, Administrative Agent reserves the right to post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive material Non-Public Information with respect to Holdings, its Subsidiaries and their Securities.

Documents required to be delivered pursuant to Section 5.1(a), 5.1(b) or 5.1(l) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the earliest of the date (i) on which Holdings posts such documents, or provides a link thereto on Holdings’ website on the Internet at the website address; (ii) on which such documents are posted to the Securities and Exchange Commission’s (or any Governmental Authority succeeding to any or all of the functions of said Commission’s) website (including as part of any 10-K or 10-Q filing) or (iii) on which such documents are posted on Holdings’ behalf on any Platform to which each Lender and Administrative Agent have access (whether a commercial, third-party website or whether sponsored by Administrative Agent); provided that (A) Holdings shall have notified Administrative Agent of the posting of such documents and (B) in the case of documents required to be delivered pursuant to Section 5.1(a) or (b), Holdings shall deliver electronic copies of such documents to Administrative Agent if any Lender requests that Holdings deliver such copies until a request to cease delivering copies is given by Administrative Agent at the request of such Lender. Administrative Agent shall have no obligation to request the delivery of or to maintain copies of the documents referred to

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above, and in any event shall have no responsibility to monitor compliance by Holdings with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

5.2. Existence. Each Credit Party will, and will cause each of its Material Subsidiaries to, (a) do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (b) except as would not reasonably be expected to have a Material Adverse Effect, take all reasonable action to preserve, renew and keep in full force and effect its rights, licenses, permits, privileges and franchises; provided that the foregoing clauses (a) and (b) shall not prohibit any merger, consolidation, liquidation, transfer of assets or dissolution permitted under Section 6.8 and, in the case of an asset transfer, Section 6.7.

5.3. Payment of Obligations. Each of Holdings and the Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, would result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest would not result in a Material Adverse Effect.

5.4. Maintenance of Properties. Each Credit Party will, and will cause each of its Subsidiaries to, keep and maintain all property material to the conduct of the business of Holdings and its Subsidiaries (taken as a whole) in good working order and condition, ordinary wear and tear, condemnation and casualty loss excepted, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit the disposition of any property otherwise permitted by this Agreement; provided, further, that nothing in this Section shall prevent Holdings or any Subsidiary from discontinuing the operations or maintenance of any of its properties, or terminating any leases of any of its properties, in each case no longer deemed by Holdings or such Subsidiary, as applicable, to be useful in the conduct of its business.

5.5. Insurance. Each of Holdings and the Borrower will, and will cause each of its Material Subsidiaries to, maintain, (1) with financially sound and reputable insurance companies or (2) with association or captive insurance companies or pursuant to self-insurance, (a) insurance in such amounts (with no greater risk retention) and against such risks (including physical loss or damage to the Collateral (including all Inventory constituting Collateral)) as are customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations. Subject to the Intercreditor Agreement, each such policy of insurance shall (i) name Collateral Agent, for the benefit of the Secured Parties, as an additional insured thereunder as its interests may appear, and policies maintained with respect to any Collateral shall be endorsed or otherwise amended to include a lenders’ loss payable clause in favor of Administrative Agent and providing for losses thereunder to be payable to Administrative Agent or its designee, provided that, unless an Event of Default shall have occurred and be continuing, (A) Administrative Agent shall turn over to Borrower any amounts received by it as loss payee under any such policies and (B) Holdings, Borrower and/or the applicable Material Subsidiary shall have the sole right to make, settle and adjust claims in respect of such insurance. Each such policy referred to in this paragraph shall be evidenced by a

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certificate pursuant to which the relevant insurance broker will endeavor to provide Administrative Agent (A) at least 10 days’ prior written notice of any cancelation, modification or nonrenewal of any such policy by reason of nonpayment of premium (giving Administrative Agent the right to cure defaults in the payment of premiums) and (B) at least 30 days’ prior written notice of any cancelation, modification or nonrenewal of any such policy for any reason other than nonpayment of premium. Without limiting the generality of the foregoing, Holdings will maintain or cause to be maintained flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Program, in each case in compliance with any applicable regulations of the Board of Governors.

5.6. Books and Records; Inspections. Each of Holdings and the Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and account in accordance with GAAP. Each of Holdings and the Borrower will, and will cause each of its Subsidiaries to, permit any representatives designated by Administrative Agent, upon reasonable prior notice and without disruption of the normal and ordinary conduct of the business of Holdings, the Borrower or any such Subsidiary, to visit and inspect its properties, to examine and make extracts from its books and records (but the Administrative Agent may not have more than one such visit per any twelve month period except during an Event of Default), and to discuss its affairs, finances and condition with its officers and, if an executive officer or a Financial Officer of Borrower has been afforded an opportunity to be present, independent accountants (subject to such accountants’ customary policies and procedures), all at such reasonable times during normal business hours and as often as reasonably requested. Notwithstanding anything to the contrary in this Section 5.6, (i) none of Holdings, the Borrower nor any Subsidiary will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (a) in respect of which disclosure to Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by law or any bona fide binding agreement or (b) is subject to attorney-client or similar privilege or constitutes attorney work product; provided that each of Holdings and the Borrower will, and will cause each of its Subsidiaries to, make available redacted versions of requested documents or, if unable to do so consistent with the preservation of such privilege, shall endeavor in good faith otherwise to disclose information responsive to the requests of Administrative Agent, any Lender or any of their respective Related Parties, in a manner that will protect such privilege, (ii) no such inspection of any Real Estate Asset (or any portion thereof) shall be permitted if the same would, or could reasonably be expected to, materially interfere with the use and/or operation of such Real Estate Asset and unless a Credit Party or its representatives is given the opportunity to be present and (iii) Administrative Agent shall not have the right to perform any Phase I Environmental Site Assessment or any invasive analysis or sampling of any environmental medium, including any Phase II Environmental Site Investigation or Assessment, without the written authorization of Borrower absent an Event of Default under Section 8.1(a), (f) or (g).

5.7. Lenders Meetings. Holdings and Borrower will, upon the request of Administrative Agent or Requisite Lenders, participate in a meeting of Administrative Agent and Lenders once during each Fiscal Year to be held at Borrower’s corporate offices (or at such other location, or by teleconference, in each case as may be agreed to by Borrower and Administrative Agent) at such time as may be agreed to by Borrower and Administrative Agent.

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5.8. Compliance with Laws. Each of Holdings and the Borrower will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, would not result in a Material Adverse Effect.

5.9. Environmental.

(a) Environmental Disclosure. Holdings will deliver to Administrative Agent and Lenders:

(i) as soon as practicable following receipt thereof, copies of all environmental audits, investigations, analyses and reports of any kind or character, whether prepared by personnel of Holdings or any of its Subsidiaries or by independent consultants, Governmental Authorities or any other Persons, with respect to environmental matters at any Facility or with respect to any Environmental Claims or Environmental Liabilities, if such environmental matters, Environmental Claims or Environmental Liabilities are reasonably expected to result in a Material Adverse Effect;

(ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority under any applicable Environmental Laws that is reasonably expected to result in a Material Adverse Effect, (2) any remedial action taken by Holdings or any other Person in response to (A) any Hazardous Materials Activities the existence of which has a reasonable possibility of resulting in one or more Environmental Claims or Environmental Liabilities having, individually or in the aggregate, a Material Adverse Effect, (2) any Environmental Claims or Environmental Liabilities that, individually or in the aggregate, are reasonably expected to result in a Material Adverse Effect, and (3) Holdings or Borrower’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Real Estate Asset subject to Mortgage under this Agreement that could cause such Real Estate Asset or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws;

(iii) as soon as practicable following the sending or receipt thereof by Holdings or any of its Subsidiaries, a copy of any material written communications with respect to (1) any Environmental Claims or Environmental Liabilities that, individually or in the aggregate, are reasonably expected to give rise to a Material Adverse Effect, (2) any Release required to be reported to any Governmental Authority that is reasonably expected to result in a Material Adverse Effect, and (3) any request for information from any Governmental Authority that suggests such Governmental Authority is investigating whether Holdings or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity if such investigation is reasonably expected to give rise to a Material Adverse Effect; and

(iv) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a).

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(b) Hazardous Materials, Etc. Each Credit Party shall promptly take, and shall cause each of its Subsidiaries promptly to take, any and all commercially reasonable actions to (i) cure any violation of applicable Environmental Laws by such Credit Party or its Subsidiaries that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (ii) make an appropriate response to any Environmental Claim or Environmental Liabilities against such Credit Party or any of its Subsidiaries and discharge any obligations it may have to any Person thereunder where failure to do so could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

5.10. Subsidiaries.

(a) Subject to Section 5.10(b), if any wholly owned Domestic Subsidiary of Borrower (other than any Domestic Subsidiary, substantially all of the assets of which consist of Equity Interests in one or more Foreign Subsidiaries) becomes a Material Subsidiary, guarantees or becomes a borrower in respect of the obligations under the ABL Credit Agreement, or otherwise is required to become a Guarantor after the Closing Date, Holdings and Borrower shall, within fifteen Business Days after such wholly-owned Domestic Subsidiary becomes a Material Subsidiary, guarantees or becomes a borrower in respect of the obligations under the ABL Credit Agreement, or is required to become a Guarantor (as applicable), notify Administrative Agent and the Lenders thereof and promptly (i) cause such wholly-owned Domestic Subsidiary to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement, (ii) obtain all consents and approvals required to be obtained by it in connection with the execution and delivery of the Collateral Documents and the performance of its obligations thereunder and the granting by it of the Liens thereunder, and (iii) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates reasonably requested by Collateral Agent in order to create (A) Liens in favor of the Collateral Agent on any Material Real Estate Assets and (B) the Liens intended to be created by the Pledge and Security Agreement and to perfect such Liens to the extent required by, and with the priority required by, the Pledge and Security Agreement and the Intercreditor Agreement, in each case including those which are similar to those described in Sections 3.1(b), 3.1(d)(i), 3.1(d)(iii), 3.1(e), 3.1(h) (including, without limitation, customary local counsel opinions covering the matters described in item 4 of Schedule 5.15, if applicable) and 5.15. In the event that any Person becomes a Foreign Subsidiary of Borrower (including any Domestic Subsidiary, substantially all of the assets of which consist of Equity Interests in one or more Foreign Subsidiaries), and the ownership interests of such Foreign Subsidiary are owned by Borrower or by any wholly owned Domestic Subsidiary thereof that is or becomes a Material Subsidiary, guarantees or becomes a borrower in respect of the obligations under the ABL Credit Agreement, or otherwise is required to become a Guarantor after the Closing Date, Borrower shall, or shall cause such wholly-owned Domestic Subsidiary to, deliver, all such documents, instruments, agreements, and certificates as are similar to those described in Section 3.1(b), and Borrower shall take, or shall cause such wholly-owned Domestic Subsidiary that is required to be a Guarantor to take, all of the actions referred to in Section 3.1(e) necessary to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, under the Pledge and Security Agreement in 65% of such voting ownership interests and 100% of such non-voting ownership interests. With respect to each such wholly owned Domestic Subsidiary, Borrower shall promptly send

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to Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of Borrower, and (ii) all of the data required to be set forth in Schedule 4.2 with respect to all Subsidiaries of Borrower; and such written notice shall be deemed to supplement Schedule 4.2 for all purposes hereof.

(b) Notwithstanding anything to the contrary herein, in no event shall the Collateral include (i) any Real Estate Assets which are not Material Real Estate Assets and (ii) Excluded Assets (as such term is defined in the Pledge and Security Agreement).

5.11. Additional Material Real Estate Assets. Subject to Section 5.10(b), in the event that any Credit Party acquires after the Closing Date a Material Real Estate Asset and such interest in such Material Real Estate Asset is not otherwise subject to a Permitted Lien described in Section 6.2(d) that prohibits a Lien in favor of the Collateral Agent and is not otherwise excluded from the Collateral by the definition of Excluded Assets, then such Credit Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including those which are similar to those described in Sections 3.1(d)(i), 3.1(d)(iii), 3.1(e), and Item 4 of Schedule 5.15 with respect to each such Material Real Estate Asset that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets. In addition to the foregoing, Borrower shall, at the request of Collateral Agent, deliver to Collateral Agent or cooperate as necessary for the Collateral Agent to obtain, from time to time, such appraisals as are required by law or regulation of Real Estate Assets with respect to which Collateral Agent has been granted a Lien.

5.12. [Reserved].

5.13. Further Assurances. Each Credit Party will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions, which may be required under any applicable law, or which Administrative Agent or the Collateral Agent may reasonably request, to ensure that the Obligations are guaranteed by the Guarantors and are secured by substantially all of the assets of the Credit Parties and all of the outstanding Equity Interests of each Guarantor Subsidiary (subject to limitations contained in Section 5.10(b) and in the Credit Documents), all

at the expense of the Credit Parties. Holdings and Borrower also agree to provide to Administrative Agent or the Collateral Agent, from time to time upon reasonable request, evidence reasonably satisfactory to Administrative Agent or the Collateral Agent, as the case may be, as to the perfection and priority of the Liens created or intended to be created by the Collateral Documents, including, if so requested by Administrative Agent or Collateral Agent, by entering into amendments or modifications to the Mortgages.

5.14. Maintenance of Ratings. Unless otherwise consented to by Agents or Requisite Lenders, Holdings and Borrower will use commercially reasonable efforts to maintain continuously in effect (i) a Credit Rating from each of Moody’s and S&P in respect of Holdings and (ii) a credit rating of this facility from each of Moody’s and S&P.

5.15. Post-Closing Matters. Each of the Credit Parties, as applicable, shall satisfy the requirements set forth on Schedule 5.15 on or before the date specified for such requirement.

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SECTION 6. NEGATIVE COVENANTS

Each Credit Party covenants and agrees that, so long as any Commitment is in effect and until payment in full of all Obligations (other than unasserted contingent obligations), such Credit Party shall perform, and shall cause each of its Subsidiaries to perform, all covenants in this Section 6.

6.1. Indebtedness. No Credit Party will, nor will it permit any Subsidiary to, create, incur, assume or guarantee, or otherwise be liable in respect of any Indebtedness, except:

(a) the Obligations;

(b) Indebtedness existing on the Closing Date and set forth in Schedule 6.1 and amendments, extensions, renewals, refinancings and replacements, in whole or in part, of any such Indebtedness that do not increase the outstanding principal amount thereof (other than in respect of any accrued interest, premium, fees, costs or expenses payable in connection with such extension, renewal, refinancing or replacement) or result in an earlier maturity date or decreased weighted average life thereof; provided, that (i) no additional direct or contingent obligors may become liable in respect of such Indebtedness existing on the Closing Date (or any amendments, extensions, renewals, refinancings and replacements of such Indebtedness otherwise permitted pursuant to this clause (b)), (ii) such Indebtedness (and any amendments, extensions, renewals, refinancings and replacements of such Indebtedness otherwise permitted pursuant to this clause (b)) shall not be secured by any assets other than the assets securing the Indebtedness as of the Closing Date and (iii) in the case of any such Indebtedness constituting intercompany Indebtedness of a Credit Party to a non-Credit Party, such Indebtedness (and any amendments, extensions, renewals, refinancings and replacements of such Indebtedness otherwise permitted pursuant to this clause (b)) shall be non-cash pay, non-amortizing, and without covenants or defaults other than non-payment at maturity;

(c) Indebtedness of Holdings and Borrower under the 1994 Indenture and the 2023 Indenture existing on the Closing Date after giving effect to the Transactions and extensions, renewals, refinancings and replacements, in whole or in part, of such Indebtedness that do not increase the outstanding principal amount thereof (other than in respect of any accrued interest, premium, fees, costs or expenses payable in connection with such extension, renewal, refinancing or replacement) or result in an earlier maturity date or decreased weighted average life thereof; provided that (i) no additional direct or contingent obligors may become liable in respect of such Indebtedness existing on the Closing Date (or any extensions, renewals, refinancings and replacements of such Indebtedness otherwise permitted pursuant to this clause (c)) and (ii) such Indebtedness (and any extensions, renewals, refinancings and replacements of such Indebtedness otherwise permitted pursuant to this clause (c)) shall not be secured by any assets of Borrower or any Subsidiary thereof;

(d) Indebtedness of Holdings or Borrower to any Subsidiary or any Excluded Subsidiary and of any Subsidiary to Holdings or any other Subsidiary; provided that any such Indebtedness owing by any Subsidiary that is not a Credit Party to any Credit Party shall be incurred in compliance with Section 6.6; provided, further that (i) all such Indebtedness owing by a non-Credit Party to a Credit Party shall be evidenced by an intercompany note that is in

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form and substance reasonably acceptable to the Administrative Agent and shall be subject to a First Priority Lien pursuant to the Pledge and Security Agreement, (ii) all such Indebtedness owed by a Credit Party to a non-Credit Party shall be unsecured and subordinated in right of payment to the payment in full of the Obligations, (iii) any payment by any such Subsidiary that is a Guarantor Subsidiary under any guaranty of the Obligations shall result in a pro tanto reduction of the amount of any Indebtedness owed by such Subsidiary to Borrower or to any of its Subsidiaries for whose benefit such payment is made and (iv) in the case of any such Indebtedness owed by a Credit Party to an Excluded Subsidiary, such Indebtedness shall be unsecured, non-cash pay, non-amortizing, and without covenants or defaults other than non-payment at maturity;

(e) guarantees by Holdings or any of its Subsidiaries of Indebtedness of (i) so long as such Subsidiary also guarantees the Obligations on a pari passu basis, any Credit Party or (ii) any other Subsidiary; provided that such guarantees of Indebtedness of Subsidiaries that are not Credit Parties are incurred in compliance with Section 6.6; and provided, further that no Subsidiary of Borrower may guaranty any Indebtedness of the types described in clauses (b) (except with respect to Capital Lease Obligations identified on Schedule 6.1), (c), (i) or (o) of this Section 6.1;

(f) Permitted Indebtedness;

(g) Indebtedness of Holdings or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (other than real property or fixtures constituting Collateral as of the Closing Date or required to become Collateral pursuant to Section 5.15) or to finance the acquisition of computer hardware or software or other information technology assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals, refinancings and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (other than in respect of any accrued interest, premium, fees, costs or expenses payable in connection therewith); provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (g) shall not exceed $500,000,000 at any time outstanding;

(h) Indebtedness of any Person that becomes a Subsidiary after the Closing Date and extensions, renewals, refinancings and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (other than in respect of any accrued interest, premium, fees, costs or expenses payable in connection therewith); provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, (ii) the aggregate principal amount of Indebtedness permitted by this clause (g) shall not exceed $500,000,000 at any time outstanding and (iii) after giving effect to such Person becoming a Subsidiary and such Indebtedness, the Fixed Charge Coverage Ratio for the Test Period in effect at the time such Person becomes a Subsidiary shall not be less than 1.10 to 1.00 (determined on a pro forma basis in accordance with Section 1.2(b) as of the last day of such Test Period);

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(i) Permitted Long-Term Indebtedness;

(j) Indebtedness under the ABL Credit Agreement; provided that the aggregate principal amount of loans and advances under the ABL Credit Agreement and unreimbursed obligations under letters of credit incurred under the ABL Credit Agreement shall not exceed $2,350,000,000; provided, further that such Indebtedness constitutes permitted “ABL Secured Obligations” under the Intercreditor Agreement;

(k) other Indebtedness in an aggregate principal amount not to exceed $250,000,000 at any time outstanding that is either (i) unsecured or (ii) issued in exchange for outstanding Indebtedness under Section 6.1(c) and secured solely by Liens permitted by Section 6.2(t);

(l) other Indebtedness in an aggregate principal amount not to exceed $250,000,000 at any time outstanding that is issued in exchange for outstanding Indebtedness under Section 6.1(c) which is either unsecured or secured solely by Liens permitted by Section 6.2(t);

(m) Indebtedness consisting of letters of credit, guarantees or other credit support provided in respect of trade payables of Borrower or any Subsidiary, in each case issued for the benefit of any bank, financial institution or other Person that has acquired such trade payables pursuant to “supply chain” or other similar financing for vendors and suppliers of Borrower or any of its Subsidiaries, so long as (i) other than in the case of Secured Supply Chain Obligations, such Indebtedness is unsecured, (ii) the terms of such trade payables shall not have been extended in connection with the Permitted Supply Chain Financing and (iii) such Indebtedness represents amounts not in excess of those which Borrower or any of its Subsidiaries would otherwise have been obligated to pay to its vendor or supplier in respect of the applicable trade payables (“Permitted Supply Chain Financing”);

(n) Indebtedness of Holdings or any of its Subsidiaries supported by a letter of credit issued pursuant to the ABL Credit Agreement, in a principal amount not in excess of the stated amount of such letter of credit;

(o) (i) unsecured Indebtedness of Holdings or Borrower convertible into common Equity Interests (other than Disqualified Equity Interests) of Holdings or Borrower, (ii) preferred Equity Interests (other than Disqualified Equity Interests) of Holdings convertible into common Equity Interests (other than Disqualified Equity Interests) of Holdings, (iii) preferred Equity Interests (other than Disqualified Equity Interests) of Holdings, (iv) any “call spread” transactions entered into in connection with such Indebtedness or preferred Equity Interests (other than Disqualified Equity Interests), and (v) mandatorily convertible units of Indebtedness and Equity Interests, so long as (1) any Indebtedness portion thereof is unsecured and does not mature prior to the 90th day after the Latest Maturity Date (measured at the time of the incurrence or issuance of such units, as applicable) and (2) the purchase contract constituting such Equity Interests is for common stock (other than Disqualified Equity Interests); provided that (A) any such Indebtedness is not guaranteed by any Subsidiary of Holdings (other than Borrower), (B) such Indebtedness or preferred stock does not mature or become mandatorily payable (including pursuant to a mandatory offer to purchase) prior to the

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90th day after the Latest Maturity Date (measured as of the time that such Indebtedness or preferred stock is incurred or issued, as applicable) (other than pursuant to Customary Mandatory Prepayment Terms), (C) any “net settlement” features of such Indebtedness shall be permitted by Section 6.16 and (D) any such indebtedness of, or guarantees by, Borrower shall be contractually subordinated to the Obligations on terms reasonably satisfactory to Administrative Agent in its sole discretion;

(p) Indebtedness pursuant to sale and leaseback transactions consummated pursuant to Section 6.10(b);

(q) Indebtedness issued by Holdings or any of its Subsidiaries to future, current or former officers, directors and employees thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests (other than Disqualified Equity Interests) held by any future, present or former employee, director or consultant of Holdings or any of its Subsidiaries pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement, or any stock subscription or shareholder agreement, in each case to the extent would be permitted by Section 6.4(l) if such purchase or redemption was made as a Restricted Payment; and

(r) unsecured reimbursement obligations in respect of standby letters of credit issued in the ordinary course of business for the account of Holdings, Borrower, or any other direct or indirect Subsidiary of Holdings so long as only Borrower and Holdings are obligated to reimburse the issuer thereof in the case of any drawing.

Notwithstanding the foregoing, no Subsidiary of Borrower shall be permitted to guarantee, or otherwise become liable (whether direct or indirect) with respect to, Indebtedness otherwise permitted under clauses (b) (except with respect to Capital Lease Obligations identified on Schedule 6.1), (c), (i) or (o) of this Section 6.1.

6.2. Liens. No Credit Party will, nor will it permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:

(a) Liens in favor of Collateral Agent for the benefit of Secured Parties granted pursuant to any Credit Document;

(b) Permitted Encumbrances;

(c) any Lien on any property or asset of Holdings or any Subsidiary existing on the Closing Date and set forth in Schedule 6.2; provided that (i) such Lien shall not apply to any other property or asset of Holdings or any Subsidiary and (ii) such Lien shall secure only those obligations which it secured on the Closing Date and refinancings, extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof, other than in respect of any accrued interest, premium, fees, costs or expenses payable in connection with such extension, renewal or replacement;

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(d) any Lien existing on any property or asset prior to the acquisition thereof by Holdings or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the Closing Date prior to the time such Person becomes a Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of Holdings or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and refinancings, extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof, other than in respect of any accrued interest, premium, fees, costs or expenses payable in connection with such extension, renewal or replacement;

(e) Liens on fixed or capital assets (other than real property or fixtures constituting Collateral as of the Closing Date or required to become Collateral pursuant to Section 5.15) or on computer hardware or software or other information technology assets which are acquired, constructed or improved by Holdings or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (g) of Section 6.1, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of Holdings or any Subsidiaries;

(f) Liens in respect of leases, subleases, licenses and any other occupancy rights or agreements granted to other Persons (i) in the ordinary course of business and not materially interfering with the conduct of business of Holdings and its Subsidiaries, taken as a whole or (ii) with respect to Real Estate Assets no longer deemed by Holdings or any Subsidiary, as applicable, to be useful in the conduct of the business;

(g) Liens arising out of conditional sale, title retention, consignment (including “sale or return” arrangements) or similar arrangements for the sale of goods entered into by Borrower or any of its Subsidiaries in the ordinary course of business, provided that the aggregate amount of such goods shall not exceed $50,000,000;

(h) Liens in favor of customs and revenue authorities arising as a matter of law securing payment of customs duties in connection with the importation of goods;

(i) any encumbrance or restriction (including pursuant to put and call agreements or buy/sell arrangements) with respect to the Equity Interests of any joint venture or similar arrangement pursuant to the joint venture or similar agreement with respect to such joint venture or similar arrangement;

(j) the sale or discount, in the ordinary course of business, of accounts receivable in connection with the compromise or collection thereof and not in connection with any financing or factoring arrangement;

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(k) Liens (other than Liens on any Collateral) securing Indebtedness of a Subsidiary to a Credit Party or of a Subsidiary that is not a Credit Party to another Subsidiary that is not a Credit Party;

(l) Liens on property subject to sale and leaseback transactions not prohibited by Section 6.10 and general intangibles related thereto;

(m) Liens on the ABL Priority Collateral (without giving effect to the parenthetical in each of clauses (i) and (ii) in the definition thereof) securing (i) the Indebtedness under the ABL Credit Agreement to the extent permitted by Section 6.1(j), (ii) obligations under Swap Agreements permitted under Section 6.6(h), (iii) Secured Supply Chain Obligations, and (iv) other “Obligations” (as defined in the ABL Credit Agreement) of a type not otherwise described in clauses (i)-(iii), in each case solely to the extent constituting “ABL Secured Obligations” (as defined in the Intercreditor Agreement), provided that any such Liens are subject to the Intercreditor Agreement;

(n) Liens on insurance policies and the proceeds thereof and unearned premiums securing the financing of premiums with respect thereto as provided under clause (b) of the definition of Permitted Indebtedness;

(o) to the extent constituting a Lien, sales or assignments of any litigation claims or rights to receive payments with respect to any such claims;

(p) to the extent constituting a Lien, sales or assignments of any right to receive rental payments permitted under Section 6.7;

(q) Liens on cash or cash equivalents securing Swap Agreements permitted under Section 6.6(h);

(r) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or trade letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(s) other Liens securing obligations that do not exceed the greater of (A) $150,000,000 and (B) 5% of Stockholders’ Equity determined as of a Fiscal Quarter end selected by Borrower within 65 days of the date of incurrence of such Lien; and

(t) Liens solely on Term Loan Exclusive Collateral in respect of Indebtedness issued pursuant to Section 6.1(k)(ii) or Section 6.1(l); provided that such Liens are subordinated to the Obligations hereunder pursuant to an intercreditor agreement that is in form and substance reasonably acceptable to the Administrative Agent.

6.3. Restrictive Agreements. No Credit Party will, nor will it permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (1) the ability of Holdings or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations (or any Indebtedness incurred to refinance or replace the Obligations) or (2) the

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ability of any Credit Party (other than Holdings) to pay dividends or other distributions with respect to its Equity Interests or the ability of any Credit Party to make or repay loans or advances to a Credit Party or to guarantee the Obligations (or any Indebtedness incurred to refinance or replace any of the Obligations); provided that (a) the foregoing shall not apply to any prohibitions, restrictions or conditions imposed (i) by law, rule, regulation or judicial order, or required by any regulatory authority having jurisdiction over Holdings or any Subsidiary or any of their respective businesses, (ii) the ABL Credit Agreement or any Refinancing thereof containing substantially equivalent restrictions or (ii) by any Credit Document or any related documents or agreements, (b) the foregoing shall not apply to any prohibitions, restrictions or conditions existing on the Closing Date and identified on Schedule 6.3 or to any refinancing, extension or renewal, in whole or in part, of, or any amendment, supplement or modification of, any Indebtedness or other obligation or other agreement, document or instrument existing on the Closing Date and identified on Schedule 6.3 containing any such prohibition, restriction or condition (but without expanding the scope of any such prohibition, restriction or condition in any material respect), (c) the foregoing shall not apply to prohibitions, restrictions or conditions contained in agreements relating to the direct or indirect disposition of Equity Interests of any Person, property or assets, imposing restrictions with respect to such Person, Equity Interests, property or assets pending the closing of such disposition, (d) the foregoing shall not apply to prohibitions, restrictions or conditions contained in any agreement of a Person that becomes a Subsidiary after the Closing Date which existed prior to the date that such Person became a Subsidiary; provided that such prohibitions, restrictions or conditions existed at the time that such Person became a Subsidiary and were not created in contemplation of such Person becoming a Subsidiary and do not apply to any other Subsidiary or any assets other than those of the Subsidiary so acquired, (e) the foregoing shall not apply to restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (f) clause (1) of the foregoing shall not apply to prohibitions, restrictions or conditions imposed by any agreement relating to secured Indebtedness or other obligations not prohibited by this Agreement if such prohibitions, restrictions or conditions apply only to the property or assets securing such Indebtedness or obligations and any proceeds and products thereof and after-acquired property,

except as may otherwise be permitted under this Section 6.3, (g) clause (1) of the foregoing shall not apply to (i) customary provisions in leases and other contracts or agreements restricting the transfer, assignment, pledge or mortgage thereof, or the subletting, assignment or transfer of any property or asset subject thereto, (ii) any reciprocal easement agreements containing customary provisions restricting dispositions of real property interests and (iii) Capital Lease Obligations, tax retention and other synthetic lease obligations and purchase money obligations that impose restrictions with respect to the property or assets so acquired, (h) clause (1) of the foregoing shall not apply to restrictions or conditions contained in any agreement or document governing any Permitted Long-Term Indebtedness, provided that such restrictions and conditions permit Liens securing the Obligations (or any Indebtedness incurred to refinance or replace any of the Obligations) on any asset or property of the type included in the Collateral, and (i) clause (2) of the foregoing shall not apply to restrictions or conditions contained in any agreement or document governing any Permitted Long-Term Indebtedness that restrict or condition dividends, distributions or loans to Holdings.

6.4. Restricted Payments. No Credit Party will, nor will it permit any Subsidiary to, declare or make, directly or indirectly, any Restricted Payment, except:

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(a) any wholly-owned Subsidiary may distribute any cash, property or assets to Holdings, Borrower or any other Subsidiary that is its direct or indirect parent; provided that the Property Companies may not distribute real property, fixtures or equipment owned or leased by such Property Companies to the extent constituting Term Loan Exclusive Collateral;

(b) any Subsidiary may declare and pay dividends ratably with respect to its Equity Interests; provided that no such dividend may be in the form of real property, fixtures or equipment owned or leased by such Property Companies to the extent constituting Term Loan Exclusive Collateral;

(c) to the extent constituting Restricted Payments, the Subsidiaries may enter into and consummate transactions permitted by Section 6.8;

(d) Holdings may pay cash in lieu of fractional Equity Interests;

(e) repurchases of Equity Interests of Holdings (i) deemed to occur on the exercise of stock options or warrants or similar rights if such Equity Interests represent the delivery of a portion of the Equity Interests subject to such options or warrants or similar rights in satisfaction of the exercise price of such stock options, warrants or similar rights (and do not involve cash consideration) or (ii) deemed to occur in the case of payment by Holdings or Borrower of withholding or similar Taxes payable by any future, present or former employee, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing), in connection with the exercise or vesting of stock options, restricted stock warrants or similar rights (in lieu of a portion of the shares that otherwise would be issued upon such exercise or vesting);

(f) so long as no Default shall have occurred and be continuing immediately prior to or after giving effect thereto and, at the time of declaration (in the case of a dividend) or payment (in all other cases) and after giving effect thereto, the Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is to occur (determined on a pro forma basis in accordance with Section 1.2(b) as of the last day of such Test Period) is not less than 1.10 to 1.00, Holdings may make any additional Restricted Payments in cash in a maximum aggregate amount not to exceed $100,000,000 during the term of this Agreement less the amount of any payments of Indebtedness made pursuant to Section 6.14(d); provided that if, at the time of such Restricted Payment and after giving effect thereto, the Fixed Charge Coverage Ratio for the Test Period in effect at the time such Restricted Payment is to occur (determined on a pro forma basis in accordance with Section 1.2(b) as of the last day of such Test Period) is equal to or greater than 2.50 to 1.00, the aggregate amount of Restricted Payments permitted pursuant to this clause (f) shall increase to $500,000,000 during the term of this Agreement less the amount of any payments of Indebtedness made pursuant to Section 6.14(d);

(g) Holdings, Borrower or any Subsidiary may make any payment on account of a “call spread” transaction relating to an issuance of Indebtedness or preferred Equity Interests convertible into Equity Interests in Holdings or any Subsidiary;

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(h) to the extent constituting Restricted Payments, transactions permitted under Section 6.1(q);

(i) the declaration and payment of dividends to, or the making of loans to, a direct or indirect parent company of the Borrower or any Subsidiary (the “payor” or “lender,” as applicable, for purposes of this Section 6.4(i)) to pay amounts required for (A) franchise Taxes and other fees, Taxes and expenses required to maintain corporate existence, and (B) so long as such payor or lender is a member of a consolidated, combined, unitary or similar group with its direct parent company for U.S. federal, state or local income tax purposes, federal, state and local income taxes incurred by such direct parent company or, if applicable, the common parent of both such payor or lender and its parent entity; provided, however, no Credit Party or Subsidiary shall be permitted to make any payments to the shareholders of Holdings pursuant to this Section 6.4(i);

(j) any Restricted Payment otherwise made to any Person with a beneficial interest in the payor, where such payment is made in order to permit the recipient to pay any Taxes levied as a result of such recipient’s interest in the payor (for the avoidance of doubt, this Section 6.4(j) shall include tax distributions made by a partnership to a partner or member); provided, however, no Credit Party or Subsidiary shall be permitted to make any payments to the shareholders of Holdings pursuant to this Section 6.4(j);

(k) any Restricted Payment otherwise required (A) to qualify and maintain JC Penney Properties’ qualification as a real estate investment trust under Sections 856 through 860 of the Internal Revenue Code or (B) to avoid the payment by JC Penney Properties of federal or state income or excise tax; and

(l) any Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests (other than Disqualified Equity Interests) held by any future, present or former employee, director or consultant of Holdings or any of its Subsidiaries pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement, or any stock subscription or shareholder agreement; provided, that the aggregate amount of Restricted Payments made under this clause (l) in any calendar year, less the amount of Indebtedness incurred under Section 6.1(q) in such calendar year, shall not exceed $5,000,000 (with unused amounts for any year being carried over to the next succeeding year).

6.5. Restrictions on Non-Material Subsidiaries. No Credit Party will permit the Non-Material Subsidiaries (other than any Foreign Subsidiary or any Subsidiary substantially all of the assets of which consist of Equity Interests in one or more Foreign Subsidiaries) that have not satisfied the requirements of Section 5.10 to have, in the aggregate, Net Tangible Assets representing in excess of 5% of the total Net Tangible Assets of Holdings and its Subsidiaries for a period of more than 15 days (or such longer period as Administrative Agent may agree) after financial statements delivered pursuant to Section 5.01 demonstrate that the Non-Material Subsidiaries (other than any Foreign Subsidiary or any Subsidiary substantially all of the assets of which consist of Equity Interests in one or more Foreign Subsidiaries) that have not satisfied such requirements of Section 5.10 have, in the aggregate, Net Tangible Assets representing in excess of 5% of the total Net Tangible Assets of Holdings and its Subsidiaries; provided that

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Foreign Subsidiaries and any Subsidiaries substantially all of the assets of which consist of Equity Interests in one or more Foreign Subsidiaries shall not have, in the aggregate, Net Tangible Assets representing in excess of 10% of the total Net Tangible Assets of Holdings and its Subsidiaries.

6.6. Investments, Loans, Advances, Guarantees and Acquisitions. No Credit Party will, nor will they permit any Subsidiary to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to such merger) any Equity Interests, evidences of Indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or hold any loans or advances to, guarantee any obligations of, or make or hold any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (each referred to for purposes of this definition as an “investment”), except:

(a) Permitted Investments;

(b) investments existing on the Closing Date and set forth on Schedule 6.6, and any refinancing, replacement, renewal or extension of any such investment which does not increase the amount thereof except pursuant to the terms of such investment as of the Closing Date (as set forth on Schedule 6.6) or as otherwise permitted by another clause of this Section 6.6;

(c) investments by Holdings and its Subsidiaries in Equity Interests in their respective Subsidiaries;

(d) loans or advances made by Holdings to any Subsidiary and made by any Subsidiary to Holdings or any other Subsidiary; provided, further that (i) all such loans or advances owed by a non-Credit Party to a Credit Party shall be evidenced by an intercompany note that is in form and substance reasonably acceptable to the Administrative Agent and subject to a First Priority Lien pursuant to the Pledge and Security Agreement, (ii) all such loans or advances owing by a Credit Party to a non-Credit Party shall be unsecured and subordinated in right of payment to the payment in full of the Obligations, and (iii) any payment by any such Subsidiary that is a Guarantor Subsidiary under any guaranty of the Obligations shall result in a pro tanto reduction of the amount of any loans or advances owed by such Subsidiary to Borrower or to any of its Subsidiaries for whose benefit such payment is made;

(e) guarantees, subject to the limitations of Section 6.1 in the case of Indebtedness;

(f) investments received in connection with the bankruptcy or reorganization of, or settlement or satisfaction or partial satisfaction of delinquent accounts and disputes with, customers, suppliers and other account debtors, in each case in the ordinary course of business or upon the foreclosure with respect to any secured investment;

(g) extensions of trade credit in the ordinary course of business;

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(h) investments under Swap Agreements entered into in the ordinary course and not for speculative purposes;

(i) investments held by a Subsidiary acquired after the Closing Date or of a Person merged or consolidated with or into Borrower or a Subsidiary in accordance with this Agreement after the Closing Date to the extent that such investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation;

(j) investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and Article 4 customary trade arrangements with customers;

(k) promissory notes and other non-cash consideration that is permitted to be received in connection with dispositions permitted by Section 6.7(k) or 6.7(o);

(l) investments made in any Permitted Supply Chain Financing;

(m) loans and advances to employees of Holdings and its Subsidiaries made in the ordinary course of business in an aggregate principal amount not to exceed $5,000,000 at any time outstanding;

(n) other investments in an aggregate amount not to exceed $200,000,000 in the aggregate at any time outstanding; provided that, at the time of and immediately after giving effect to any such investment, (i) the Fixed Charge Coverage Ratio for the Test Period in effect at the time such investment is to occur shall be not less than 1.10 to 1.00 (determined on a pro forma basis in accordance with Section 1.2(b) as of the last day of such Test Period) and (ii) no Default shall have occurred and be continuing;

(o) without duplication of any other clauses of this Section 6.6, other investments that do not exceed $100,000,000 in the aggregate at any time outstanding, determined as of the date of such investment;

(p) investments with proceeds of the issuance of Equity Interests (other than Disqualified Equity Interests) of Holdings or Borrower made after the date hereof;

(q) to the extent constituting investments, Restricted Payments permitted by Section 6.4 or any purchase, repurchase or other acquisition of Indebtedness permitted by Section 6.14; and

(r) investment of the Fringe Land in the Fringe Land Joint Venture.

Notwithstanding the foregoing, any investments by the Credit Parties in, and loans and advances by the Credit Parties to, and guarantees by the Credit Parties of Indebtedness and other monetary obligations of, Subsidiaries that are not Credit Parties permitted pursuant to this Section 6.6 (excluding all such investments, loans, advances and guarantees existing on the Closing Date and permitted by clause (b) above) shall be subject to the conditions that (a) the aggregate amount of such investments do not exceed $100,000,000 at any time outstanding, (b)

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no Event of Default shall have occurred and be continuing or would result therefrom and (c) in the case of the Property Companies, no such investment shall be made with real property or fixtures constituting Collateral. For purposes of this Section 6.6, the amount of any investment made or outstanding at any time shall be the original cost of such investment, reduced (at Borrower’s option) by any dividend, distribution, return of capital or principal repayment or received in respect of such investment.

6.7. Asset Sales. No Credit Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including by way of sale leaseback, voluntary lease termination or sale, assignment or securitization of a right to receive rental payments and including any Equity Interest owned by it, nor will any Credit Party permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than directors’ qualifying shares or to the extent required by applicable law) (each referred to for purposes of this section as a “disposition”), except:

(a) sales of inventory, used or surplus equipment and Permitted Investments, in each case in the ordinary course of business;

(b) disposals of inventory pursuant to promotional or similar activities in the ordinary course of business;

(c) dispositions in the ordinary course of business of property no longer used or useful in the conduct of the business of Holdings and the Subsidiaries (other than real estate and fixtures constituting Collateral or required to become Collateral hereunder);

(d) dispositions to Holdings or any of its Subsidiaries; provided that that the Property Companies may not sell, transfer, assign or distribute real property, fixtures or equipment owned or leased by such Property Companies to Borrower, Holdings or, unless Administrative Agent agrees otherwise, any other Subsidiary of Holdings, to the extent such property constitutes Term Loan Exclusive Collateral;

(e) the sale or discount (with or without recourse, and on customary or commercially reasonable terms) in the ordinary course of business of accounts receivable or notes receivable arising in the ordinary course of business, or the conversion or exchange of accounts receivable for notes receivable in the ordinary course of business;

(f) (i) any exchange of real property pursuant to or intended to qualify under Section 1031 (or any successor section) of the Code provided that, in the case of real property constituting Collateral, the fair market value of properties sold pursuant to this clause (f)(i) for which a Mortgage has not been granted on the property received in the exchange shall not exceed $75,000,000 at any time or (ii) dispositions of equipment in the ordinary course of business to the extent that (x) such equipment is exchanged for credit against the purchase price of similar replacement equipment or (y) the proceeds of such disposition are promptly applied to the purchase price of such replacement equipment;

(g) any disposition arising from condemnation or similar action with respect to any property or pursuant to buy/sell arrangements under any joint venture or similar agreement or arrangement;

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(h) the lapse or abandonment or other disposition of patents, trademarks or other intellectual property that are, in the reasonable judgment of Borrower, no longer economically practicable to maintain or useful in the conduct of the business of Holdings and the other Subsidiaries taken as a whole;

(i) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), (A) in the ordinary course of business and which do not materially interfere with the business of Holdings and the Subsidiaries, taken as a whole, or (B) in connection with the discontinuance of the operations of any Facility no longer deemed by Holdings or any Subsidiary, as applicable, to be useful in the conduct of the business of Holdings and the Subsidiaries, taken as a whole;

(j) the unwinding of Swap Agreements;

(k) dispositions of accounts receivable in connection with the collection or compromise thereof;

(l) (i) any dividend or other Restricted Payment permitted pursuant to (or expressly not prohibited by) Section 6.4 (other than clause (c) thereof), (ii) any investment permitted pursuant to Section 6.6 and (iii) any Lien permitted by Section 6.2;

(m) sales of fixed or capital assets pursuant to Section 6.10(a);

(n) any issuance of Equity Interests by, or disposition of Equity Interests of, any Subsidiary that is not a Material Subsidiary;

(o) sales, transfers and other dispositions (including Sale/Leaseback Transactions permitted by Section 6.10) of assets which do not constitute Collateral so long as (i) no Event of Default then exists or would arise therefrom, and (ii) such sale or transfer is made for fair market value and the consideration received for such sale or transfer is at least 75% cash or cash equivalents;

(p) so long as no Event of Default exists or would arise as a result of the transaction, sales of a Subsidiary or any business segment which is a Non-Core Business Segment, or any portion thereof, (i) to any Person other than a Credit Party or a Subsidiary, for fair market value and so long as the consideration received for such sale or transfer is at least 75% cash or cash equivalents, or (ii) to a Subsidiary, if such sale or transfer is for fair market value and the entire consideration received for such sale or transfer is paid in cash or cash equivalents; provided that the aggregate amount of Consolidated Adjusted EBITDA attributable to all such Non-Core Business Segments or portions thereof sold in reliance on this paragraph (p) during the term of this Agreement, in each case calculated as of the fiscal year immediately prior to the date of its sale, shall not exceed $100,000,000; and provided, further that, to the extent any real property Collateral (or the Equity Interests of any Subsidiary of Holdings that owns real property Collateral) is sold in connection with any disposition of any Non-Core Business Segment, such disposition of real property or Equity Interests must otherwise be permitted by Section 6.7(s);

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(q) bulk sales or other dispositions of Inventory of a Credit Party not in the ordinary course of business in connection with store closings;

(r) the issuance of Equity Interests (i) by Borrower to Holdings or (ii) by any wholly-owned Subsidiary of Borrower to Borrower or to any other wholly-owned Subsidiary of Borrower; provided that, in the case of any Property Company, any Equity Interests issued by such Property Company shall have been pledged to the Collateral Agent pursuant to the requirements of the Pledge and Security Agreement;

(s) sales, transfers and other dispositions of assets (other than Equity Interests in a Material Subsidiary) that are not permitted by any other clause of this Section, provided that (i) each such sale, transfer or disposition shall be made at fair value and for at least 75% of such consideration shall be in cash or cash equivalents, (ii) at the time any such sale, transfer or other disposition is consummated and after giving effect thereto, the aggregate fair market value of all assets sold, transferred or otherwise disposed of in reliance on this clause (s) during the term of this Agreement (other than assets constituting ABL Priority Collateral) and the aggregate cash consideration received from Sale/Leaseback Transactions pursuant to Section 6.10 during the term of this Agreement shall not exceed, in the aggregate, 7.5% of Net Tangible Assets as of the most recent fiscal quarter end for which financial statements shall at such time have been delivered pursuant to Section 5.1(a) or (b), (iii) at the time any such sale, transfer or other disposition is consummated, no Event of Default shall have occurred and be continuing and (iv) the Net Asset Sale Proceeds arising therefrom shall be applied to prepay the Loans or make permitted reinvestments pursuant to Section 2.14(a);

(t) any sale or assignments of any litigation claims or rights to receive payments with respect to any such claims;

(u) any voluntary termination of any (or any portion of any) real property lease, sublease or other occupancy agreement in the ordinary course of business or in connection with the discontinuance of the operations of any Facility no longer deemed by Holdings or any Subsidiary, as applicable, to be useful in the conduct of the business;

(v) any disposition of the real property commonly known as Store 2297 located in Jersey City, New Jersey subject to that certain Option Agreement dated as of January 24, 2000, between Borrower and Newport Associates Phase 1 Developers Limited Partnership (the “Option Agreement”) at a release price equal to the release price described in subsection (ii) of the definition of “Loan Amount” in the Option Agreement; and

(w) a disposition of the condominium within the Overland Park, Kansas store to the developer thereof for payment of nominal consideration;

provided that (A) all sales, transfers, leases and other dispositions permitted hereby (other than those permitted by clauses (b), (d), (h), (i), (j), (l), (u), (v) and (w) above) shall be made for fair value, (B) no disposition of real property, fixtures or equipment owned or leased by any of the Property Companies, to the extent constituting Term Loan Exclusive Collateral, shall be made by any of the Property Companies to Holdings, Borrower or, unless Administrative Agent agrees otherwise, any Subsidiary of Holdings (other than the other Property Company), and (C)

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no sale or transfer of any Intellectual Property shall be made that would result in the loss by Holdings and the Subsidiaries of the free and unconditional use of the jcpenney name or any trade name or brand name needed for the disposition of any inventory or prevent, delay, hinder or increase the cost of Administrative Agent’s exercise of its rights under the license to Intellectual Property granted under the Pledge and Security Agreement (it being understood that this clause (C) is not intended to prevent the grant of any license or Lien on Intellectual Property so long as all rights necessary to enable Administrative Agent to exercise its rights in respect of the Collateral are reserved). For purposes of the 75% cash requirement set forth in clauses (o), (p) and (s) above, any liabilities (as shown on Holdings’, Borrower’s or such Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto (other than any liabilities that are by their terms subordinated to the Obligations) that are assumed by the transferee with respect to the applicable disposition shall be deemed to be cash. This Section shall not be construed to prohibit transfers of cash by Holdings or any of its Subsidiaries that are not prohibited by any other provision of this Agreement.

6.8. Fundamental Changes. No Credit Party will, nor will it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of the assets of Borrower and its Subsidiaries, taken as a whole, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing (i) any Person may merge with or into or consolidate with any Material Subsidiary whose outstanding Equity Interests were pledged to the Collateral Agent on the Closing Date in a transaction in which such Material Subsidiary is the surviving corporation and such Equity Interests remain so pledged, (ii) any Person may merge with or into or consolidate with the Borrower or any Subsidiary of Borrower in a transaction in which the surviving entity is the Borrower or (in the case of a transaction not involving the Borrower) becomes a Subsidiary and (if any party to such merger or consolidation is or becomes a Credit Party) is a Credit Party; provided that any such merger or consolidation involving a Person that is not a wholly owned Subsidiary immediately prior to or after giving effect to such merger or consolidation shall comply with Sections 6.6 and 6.7, as applicable, (iii) any Subsidiary (other than Holdings, Borrower or any Property Company) may liquidate or dissolve or change its legal form if Borrower determines in good faith that such liquidation or dissolution or change in legal form is in the best interests of Borrower and its subsidiaries and is not materially disadvantageous to the Lenders; provided that, in the case of a liquidation or dissolution of a Subsidiary of Borrower that is a Material Subsidiary, the Person into which such Material Subsidiary is liquidated or dissolved shall be the Borrower or a Material Subsidiary whose outstanding Equity Interests were pledged to the Collateral Agent on the Closing Date and shall succeed to or assume all obligations of such Material Subsidiary under the Credit Documents in a manner reasonably satisfactory to Administrative Agent, (iv) any merger the sole purpose and effect of which is to reincorporate or reorganize a Person in another jurisdiction in the United States shall be permitted; provided that, if such Person is a Credit Party, the surviving entity is a Credit Party (and, if not a Credit Party before such merger, shall assume all obligations of such Credit Party under the Credit Documents in a manner reasonably satisfactory to Administrative Agent), and (v) a merger, dissolution, liquidation, consolidation, sale, transfer or other disposition (other than by or of any Property Company) the purpose and effect of which is to effect a transaction permitted pursuant to Section 6.7. Notwithstanding anything in this Section 6.8 to the contrary, no Property Company shall be permitted to (i) merge into or

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consolidate with any other Person (other than the other Property Company), or permit any other Person (other than the other Property Company) to merge into or consolidate with it, (ii) sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets or (iii) liquidate or dissolve.

6.9. Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Equity Interests of any of its Subsidiaries in compliance with the provisions of Section 6.7, no Credit Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to qualify directors if required by applicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Equity Interests of any of its Subsidiaries, except to another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by applicable law.

6.10. Sales and Leaseback Transactions. No Credit Party will, nor will it permit any Subsidiary to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property (real or personal) used or useful in its business, whether now owned or hereinafter acquired, and thereafter rent or lease such property, or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred (each such transaction, a “Sale/Leaseback Transaction”), except for any such sale of fixed or capital assets that (a) is made for cash consideration in an amount not less than the cost of such fixed or capital asset and is consummated within 90 days after such Credit Party or such Subsidiary, as applicable, acquires or completes the construction of such fixed or capital asset or (b) is made for cash consideration in an amount not less than the fair value of such fixed or capital asset; provided that (i) any such sale or transfer made in reliance on clause (b) is permitted by Section 6.7(o) or Section 6.7(s) and (ii) the sum of the aggregate amount of all cash consideration received on or after February 8, 2013 in respect of all sale and leaseback transactions made in reliance on clause (b) and Section 6.7(s), plus the aggregate fair market value of all assets sold, transferred or otherwise disposed of in reliance on Section 6.7(s) during the term of this Agreement, shall not exceed $500,000,000 in the aggregate during the term of this Agreement, and the Net Asset Sale Proceeds arising therefrom shall be applied as described in Section 6.7(s)(iv).

6.11. Transactions with Affiliates. No Credit Party will, nor will it permit any Subsidiary to, sell, lease, license or otherwise transfer any assets to, or purchase, lease, license or otherwise acquire any assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions that are at prices and on terms and conditions not less favorable in any material respect to the applicable Credit Party than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Credit Parties not involving any other Affiliate, (c) transactions between or among Subsidiaries that are not Credit Parties not involving any other Affiliates, (d) any Restricted Payment permitted by Section 6.4, (e) investment transactions with captive insurance companies and retirement plans in the ordinary course of business, (f) compensation and indemnification of, and other employment arrangements with, directors, officers and employees of Holdings or such Subsidiary entered in the ordinary course of business, (g) any loans, advances, guarantees and other investments

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permitted by Section 6.6, (h) any Indebtedness permitted under Section 6.01 and (i) any disposition permitted by Section 6.7.

6.12. Conduct of Business. Holdings will not, and will not permit any of its Subsidiaries to, engage to any extent material to Holdings and its Subsidiaries (taken as a whole) in any business other than the businesses of the type conducted by Holdings and its Subsidiaries on the Closing Date and businesses reasonably related, ancillary or complementary to the business or businesses of Holdings or any Subsidiary or any reasonable extension, development or expansion thereof.

6.13. Permitted Activities of Holdings. Holdings shall not (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under this Agreement and the other Credit Documents, the ABL Credit Agreement, the Senior Indentures, Permitted Long-Term Indebtedness, Indebtedness permitted under Sections 6.1(d), (e), (f), (g), (k), (l), (n), (o), (q) and (r); (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired, leased or licensed by it other than the Liens created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (c) engage in any business or activity or own any assets other than (i) holding 100% of the Equity Interests of Borrower, (ii) performing its obligations and activities incidental thereto under the Credit Documents, the ABL Credit Agreement, the Senior Indentures, Permitted Long-Term Indebtedness and Indebtedness permitted under Sections 6.1(d), (e), (g), (k), (l), (n), (o), (q) and (r); and (iii) making Restricted Payments and investments to the extent permitted by this Agreement; (d) consolidate with or merge with or into, or convey, transfer, lease or license all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Equity Interests of any of its direct Subsidiaries; (f) create or acquire any direct Subsidiary or make or own any investment in any Person other than Borrower; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

6.14. Certain Payments of Indebtedness. No Credit Party will, nor will it permit any Subsidiary to, pay or make, directly or indirectly, any voluntary payment or other voluntary distribution (whether in cash, securities or other property) of or in respect of principal of or interest on (x) any Long-Term Indebtedness that is also Material Indebtedness (other than, for avoidance of doubt, Indebtedness under the ABL Credit Agreement) or (y) any intercompany Indebtedness owed to a non-Credit Party set forth on Schedule 6.1 hereto, or any voluntary payment or other voluntary distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancelation or termination of any such Indebtedness, except:

(a) refinancings of any such Long-Term Indebtedness with the proceeds of other Indebtedness permitted under Section 6.1;

(b) payments upon conversion of any such Indebtedness into common stock of Holdings made solely in common stock of Holdings, together with cash payments in lieu of issuance of fractional shares and payments of accrued but unpaid interest, in each case in connection with such conversion;

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(c) other payments of or in respect of any such Indebtedness made solely with (or with the proceeds of a substantially concurrent issuance and sale of) Equity Interests (other than Disqualified Equity Interests) in Holdings;

(d) so long as no Default shall have occurred and be continuing immediately prior to or after giving effect to such payment and, at the time of such payment and after giving effect thereto, the Fixed Charge Coverage Ratio for the Test Period in effect at the time such payment is to occur (determined on a pro forma basis in accordance with Section 1.2(b) as of the last day of such Test Period) is not less than 1.10 to 1.00, other payments of any such Indebtedness in a maximum aggregate amount not to exceed $100,000,000 during the term of this Agreement less the amount of Restricted Payments made pursuant to Section 6.4(f); provided that if, at the time of such payment and after giving effect thereto, the Fixed Charge Coverage Ratio for the Test Period in effect at the time such payment is to occur (determined on a pro forma basis in accordance with Section 1.2(b) as of the last day of such Test Period) is equal to or greater than 2.50 to 1.00, the aggregate amount of other payments of any such Indebtedness permitted pursuant to this clause (d) shall increase to $500,000,000 during the term of this Agreement less the amount of Restricted Payments made pursuant to Section 6.4(f);

(e) so long as no Default shall have occurred and be continuing immediately prior to or after giving effect to such payment, other payments of any such Indebtedness in a maximum aggregate amount not to exceed $300,000,000 during the term of this Agreement; and

(f) purchases or repurchases of the 2023 Debentures by Holdings or Borrower pursuant to Borrower’s cash tender offer and consent solicitation for such 2023 Debentures made in accordance with the Offer to Purchase and Consent Solicitation Statement, dated as of April 30, 2013, as amended, supplemented or otherwise modified on or prior to the Closing Date.

6.15. Amendments of Organizational Documents. No Credit Party will, nor will it permit any Subsidiary to, amend, modify or waive any of its rights under its certificate of incorporation, by-laws, operating, management or partnership agreement or other Organizational Documents to the extent any such amendment, modification or waiver would be materially adverse to the Lenders.

6.16. Net Settlement of Convertible Indebtedness. No Credit Party will, nor will it permit any Subsidiary to, directly or indirectly, create, incur, assume, issue or permit to exist any Indebtedness or any security convertible into Equity Interests in Holdings or any Subsidiary that provides for a “net settlement” (other than a “net settlement” at the sole discretion of the issuer of such Indebtedness or security) in respect of the Equity Interests that would have been issuable upon the conversion of such Indebtedness or security on account of the principal of such Indebtedness or security.

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SECTION 7. GUARANTY

7.1. Guaranty of the Obligations. Subject to the provisions of Section 7.2, Guarantors jointly and severally hereby irrevocably and unconditionally guaranty to Administrative Agent, for the ratable benefit of the Beneficiaries, the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) (collectively, the “Guaranteed Obligations”).

7.2. Contribution by Guarantors. All Guarantors desire to allocate among themselves (collectively, the “Contributing Guarantors”), in a fair and equitable manner, their obligations arising under this Guaranty. Accordingly, in the event any payment or distribution is made on any date by a Guarantor (a “Funding Guarantor”) under this Guaranty such that its Aggregate Payments exceeds its Fair Share as of such date, such Funding Guarantor shall be entitled to a contribution from each of the other Contributing Guarantors in an amount sufficient to cause each Contributing Guarantor’s Aggregate Payments to equal its Fair Share as of such date. “Fair Share” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (a) the ratio of (i) the Fair Share Contribution Amount with respect to such Contributing Guarantor to (ii) the aggregate of the Fair Share Contribution Amounts with respect to all Contributing Guarantors multiplied by (b) the aggregate amount paid or distributed on or before such date by all Funding Guarantors under this Guaranty in respect of the obligations Guaranteed. “Fair Share Contribution Amount” means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under this Guaranty that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable applicable provisions of state law; provided, solely for purposes of calculating the “Fair Share Contribution Amount” with respect to any Contributing Guarantor for purposes of this Section 7.2, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty (including in respect of this Section 7.2), minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 7.2. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Contributing Guarantors of their obligations as set forth in this Section 7.2 shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder. Each Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 7.2.

7.3. Payment by Guarantors. Subject to Section 7.2, Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right which any Beneficiary may have at law or in equity against any Guarantor by virtue hereof, that upon the

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failure of Borrower to pay any of the Guaranteed Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)), Guarantors will upon demand pay, or cause to be paid, in cash, to Administrative Agent for the ratable benefit of Beneficiaries, an amount equal to the sum of the unpaid principal amount of all Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Guaranteed Obligations (including interest which, but for Borrower’s becoming the subject of a case under the Bankruptcy Code, would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against Borrower for such interest in the related bankruptcy case) and all other Guaranteed Obligations then owed to Beneficiaries as aforesaid.

7.4. Liability of Guarantors Absolute. Each Guarantor agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guarantor or surety, in each case other than payment in full of the Obligations (other than unasserted indemnification, tax gross-up, expense reimbursement or yield protection obligations). In furtherance of the foregoing and without limiting the generality thereof, each Guarantor agrees, to the fullest extent permitted by applicable law, as follows:

(a) this Guaranty is a guaranty of payment when due and not of collectability. This Guaranty is a primary obligation of each Guarantor and not merely a contract of surety;

(b) [reserved];

(c) the obligations of each Guarantor hereunder are independent of the obligations of Borrower and the obligations of any other guarantor (including any other Guarantor) of the obligations of Borrower, and a separate action or actions may be brought and prosecuted against such Guarantor whether or not any action is brought against Borrower or any of such other guarantors and whether or not Borrower is joined in any such action or actions;

(d) payment by any Guarantor of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any Guarantor’s liability for any portion of the Guaranteed Obligations which has not been paid. Without limiting the generality of the foregoing, if Administrative Agent is awarded a judgment in any suit brought to enforce any Guarantor’s covenant to pay a portion of the Guaranteed Obligations, such judgment shall not be deemed to release such Guarantor from its covenant to pay the portion of the Guaranteed Obligations that is not the subject of such suit, and such judgment shall not, except to the extent satisfied by such Guarantor, limit, affect, modify or abridge any other Guarantor’s liability hereunder in respect of the Guaranteed Obligations;

(e) any Beneficiary, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability hereof or giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantor’s liability hereunder, from time to time may (i) renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of the Guaranteed

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Obligations; (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations; (iii) request and accept other guaranties of the Guaranteed Obligations and take and hold security for the payment hereof or the Guaranteed Obligations; (iv) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for payment of the Guaranteed Obligations, any other guaranties of the Guaranteed Obligations, or any other obligation of any Person (including any other Guarantor) with respect to the Guaranteed Obligations; (v) enforce and apply any security now or hereafter held by or for the benefit of such Beneficiary in respect hereof or the Guaranteed Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that such Beneficiary may have against any such security, in each case as such Beneficiary in its discretion may determine consistent herewith or any applicable security agreement, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, and even though such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Guarantor against any other Credit Party or any security for the Guaranteed Obligations; and (vi) exercise any other rights available to it under the Credit Documents; and

(f) this Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any reduction, limitation, impairment, discharge or termination for any reason (other than payment in full of the Guaranteed Obligations (other than any unasserted indemnification, tax gross-up, expense reimbursement or yield protection obligations)), including the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (i) any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under the Credit Documents, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guaranteed Obligations; (ii) any rescission, waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to events of default) hereof, any of the other Credit Documents or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guaranteed Obligations, in each case whether or not in accordance with the terms hereof or such Credit Document or any agreement relating to such other guaranty or security; (iii) the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect; (iv) the application of payments received from any source (other than payments received pursuant to the Credit Documents or from the proceeds of any Collateral or security for the Guaranteed Obligations, except to the extent such Collateral also serves as collateral for indebtedness other than the Guaranteed Obligations and is subject to a security interest with priority that is pari passu or senior to that of the security interest in such Collateral) to the payment of indebtedness other than the Guaranteed Obligations, even though any Beneficiary might have elected to apply such payment to any part or all of the Guaranteed Obligations; (v) any Beneficiary’s consent to the change, reorganization or termination of the corporate structure or existence of Holdings or any of its Subsidiaries and to any corresponding

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restructuring of the Guaranteed Obligations; (vi) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guaranteed Obligations; (vii) any defenses, set-offs or counterclaims which Borrower may allege or assert against any Beneficiary in respect of the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury; and (viii) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of any Guarantor as an obligor in respect of the Guaranteed Obligations.

7.5. Waivers by Guarantors. Each Guarantor hereby waives, for the benefit of Beneficiaries: (a) any right to require any Beneficiary, as a condition of payment or performance by such Guarantor, to (i) proceed against Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from Borrower, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account or credit on the books of any Beneficiary in favor of any Credit Party or any other Person, or (iv) pursue any other remedy in the power of any Beneficiary whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of Borrower or any other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of Borrower or any other Guarantor from any cause other than payment in full of the Guaranteed Obligations (other than any unasserted indemnification, tax gross-up, expense reimbursement or yield protection obligations); (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Beneficiary’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to willful misconduct or bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrower and notices of any of the matters referred to in Section 7.4 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof.

7.6. Guarantors’ Rights of Subrogation, Contribution, Etc. Until the Guaranteed Obligations (other than any unasserted indemnification, tax gross-up, expense reimbursement or yield protection obligations) shall have been indefeasibly paid in full and the Commitments shall have terminated, each Guarantor hereby waives, to the fullest extent permitted by applicable law, any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Borrower or any other Guarantor or any of its assets in connection with this Guaranty or

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the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full (other than any unasserted indemnification, tax gross-up, expense reimbursement or yield protection obligations) and the Commitments shall have terminated, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including any such right of contribution as contemplated by Section 7.2. Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification such Guarantor may have against Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against Borrower, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in full (other than any unasserted indemnification, tax gross-up, expense reimbursement or yield protection obligations), such amount shall be held in trust for Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over to Administrative Agent for the benefit of Beneficiaries and credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

7.7. Subordination of Other Obligations. Any Indebtedness of Borrower or any Guarantor now or hereafter held by any Guarantor (the “Obligee Guarantor”) is hereby subordinated in right of payment to the Guaranteed Obligations, and any such Indebtedness collected or received by the Obligee Guarantor after an Event of Default has occurred and is continuing shall be held in trust for Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over to Administrative Agent for the benefit of Beneficiaries and credited and applied against the Guaranteed Obligations but without affecting, impairing or limiting in any manner the liability of the Obligee Guarantor under any other provision hereof.

7.8. Continuing Guaranty. This Guaranty is a continuing guaranty and shall remain in effect until all of the Guaranteed Obligations (other than any unasserted indemnification, tax gross-up, expense reimbursement or yield protection obligations) shall have been paid in full and the Commitments shall have terminated. Each Guarantor hereby irrevocably waives any right to revoke this Guaranty as to future transactions giving rise to any Guaranteed Obligations.

7.9. Authority of Guarantors or Borrower. It is not necessary for any Beneficiary to inquire into the capacity or powers of any Guarantor or Borrower or the officers, directors or any agents acting or purporting to act on behalf of any of them.

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7.10. Financial Condition of Borrower. Any Credit Extension may be made to Borrower or continued from time to time without notice to or authorization from any Guarantor regardless of the financial or other condition of Borrower at the time of any such grant or continuation. No Beneficiary shall have any obligation to disclose or discuss with any Guarantor its assessment, or any Guarantor’s assessment, of the financial condition of Borrower. Each Guarantor has adequate means to obtain information from Borrower on a continuing basis concerning the financial condition of Borrower and its ability to perform its obligations under the Credit Documents, and each Guarantor assumes the responsibility for being and keeping informed of the financial condition of Borrower and of all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations. Each Guarantor hereby waives and relinquishes any duty on the part of any Beneficiary to disclose any matter, fact or thing relating to the business, operations or conditions of Borrower now known or hereafter known by any Beneficiary.

7.11. Bankruptcy, Etc.

(a) (a) So long as any Guaranteed Obligations remain outstanding, no Guarantor shall, without the prior written consent of Administrative Agent acting pursuant to the instructions of Requisite Lenders, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency case or proceeding of or against Borrower or any other Guarantor. The obligations of Guarantors hereunder shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any case or proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Borrower or any other Guarantor or by any defense which Borrower or any other Guarantor may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding.

(b) Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement of any case or proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of such case or proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if such case or proceeding had not been commenced) shall be included in the Guaranteed Obligations because it is the intention of Guarantors and Beneficiaries that the Guaranteed Obligations which are guaranteed by Guarantors pursuant hereto should be determined without regard to any rule of law or order which may relieve Borrower of any portion of such Guaranteed Obligations. Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar Person to pay Administrative Agent, or allow the claim of Administrative Agent in respect of, any such interest accruing after the date on which such case or proceeding is commenced.

(c) In the event that all or any portion of the Guaranteed Obligations are paid by Borrower, the obligations of Guarantors hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in respect of all or any part of such payment(s) that are rescinded or recovered directly or indirectly from any Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guaranteed Obligations for all purposes hereunder.

7.12. Discharge of Guaranty Upon Sale of Guarantor. If all of the Equity Interests of any Guarantor or any of its successors in interest hereunder shall be sold or otherwise disposed

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of (including by merger or consolidation) in accordance with the terms and conditions hereof, the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Beneficiary or any other Person effective as of the time of such Asset Sale.

SECTION 8. EVENTS OF DEFAULT

8.1. Events of Default. If any one or more of the following conditions or events shall occur:

(a) Failure to Make Payments When Due. Failure by Borrower to pay (i) when due any installment of principal of or premium on any Loan, whether at stated maturity, by acceleration, by notice of voluntary prepayment, by mandatory prepayment or otherwise; or (ii) any interest on any Loan or any fee within five Business Days after the date due or failure to pay any other amount due hereunder within 30 days after the due date thereof; or

(b) Default in Other Agreements. (i) Failure of any Credit Party or any of their respective Subsidiaries to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable (after giving effect to any applicable grace periods); or (ii) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (after giving effect to any applicable grace periods) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (ii) shall not apply to (A) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, (B) Indebtedness in respect of which the holders thereof have the unconditional right to require the issuer thereof to effect a redemption of such Indebtedness prior to the stated maturity of such Indebtedness, solely as a result of the exercise by such holders of such right, or (C) any breach of Section 6.11 of the ABL Credit Agreement unless as a result of any such breach the obligations under the ABL Credit Agreement shall have been accelerated and/or the commitments under the ABL Credit Agreement shall have been terminated; or

(c) Breach of Certain Covenants. Failure of Holdings or Borrower to observe or perform or to cause any of its Subsidiaries that is a Credit Party to observe or perform any covenant, condition or agreement contained in Section 2.6, clause (e) of Section 5.1, Section 5.2 (with respect to the existence of any Credit Party), Section 5.15 (solely with respect to item 1 of Schedule 5.15) or in Section 6; or

(d) Breach of Representations, Etc. Any representation or warranty made or deemed made by or on behalf of any Credit Party in or pursuant to any Credit Document or any amendment or modification thereof or waiver thereunder, or any material representation or warranty in any report, certificate, financial statement or other document furnished pursuant to or in connection with any Credit Document or any amendment or modification thereof or

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waiver thereunder, shall prove to have been incorrect in any material respect when made or deemed made; or

(e) Other Defaults Under Credit Documents. Any Credit Party shall fail to observe or perform any covenant, condition or agreement contained in any Credit Document (other than those specified in clause (a) or (c) of this Section 8.1), and such failure shall continue unremedied for a period of 30 days (or, with respect to any covenant, condition or agreement contained in Section 5.15 (other than with respect to item 1 of Schedule 5.15), 10 Business Days) after written notice thereof from Administrative Agent to Borrower (any such notice to be identified as a “notice of default” and to refer specifically to this Section 8.1(e)); or

(f) Involuntary Bankruptcy; Appointment of Receiver, Etc. An involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of Holdings or any Subsidiary or its debts, or of a substantial part of its assets, under any Debtor Relief Law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Holdings or any Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; or

(g) Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Holdings or any Subsidiary shall (A) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Debtor Relief Law now or hereafter in effect, (B) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (f) of this Section 8.1, (C) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Holdings or any Subsidiary or for a substantial part of its assets, (D) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (E) make a general assignment for the benefit of creditors or (F) take any action for the purpose of effecting any of the foregoing; or (ii) Holdings or any Subsidiary shall become unable, admit in writing its inability or fail generally to pay its debts as they become due; or

(h) Judgments and Attachments. One or more judgments for the payment of money in an aggregate amount in excess of $100,000,000 (to the extent not covered by independent third party insurance as to which the insurer has been notified of the potential claim and does not dispute coverage) shall be rendered against Holdings, any Subsidiary or any combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of Holdings or any Subsidiary to enforce any such judgment; or

(i) [Reserved]; or

(j) Employee Benefit Plans. An ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, would result in a Material Adverse Effect; or

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(k) Change of Control. A Change of Control shall occur; or

(l) Guaranties, Collateral Documents and other Credit Documents. At any time, (i) any Guarantor’s Guaranty hereunder shall cease to be in full force and effect (other than in accordance with the terms of this Agreement, including satisfaction in full of the Obligations in accordance with the terms hereof) or shall be declared to be null and void or any Guarantor shall repudiate its obligations under its Guaranty hereunder, (ii) this Agreement ceases to be in full force and effect (other than by reason of the satisfaction in full of the Obligations in accordance with the terms hereof) or shall be declared null and void, or any Lien purported to be created under any Collateral Document shall cease to be, or shall be asserted by any Credit Party not to be, a valid and perfected Lien on any Collateral having an aggregate fair value of $10,000,000 or more, with the priority required by the relevant Collateral Document, in each case for any reason other than (A) the failure of the Collateral Agent to file any financing statement (or amendment thereto) delivered to it for filing, (B) by reason of express release pursuant to Section 9.8 or the terms of any Collateral Document or (C) as a result of the sale or other disposition of the applicable Collateral in a transaction not prohibited under the Credit Documents, or (iii) any Credit Party shall contest the validity or enforceability of any Credit Document in writing or deny in writing that it has any further liability under any Credit Document to which it is a party;

THEN, (1) in every such event (other than an event described in Section 8.1(f) or (g)), and at any time thereafter during the continuance of such event, the Administrative Agent may, with the consent of the Requisite Lenders, and shall, at the request of the Requisite Lenders, by notice to Borrower, take either or both of the following actions, at the same or different times: (A) terminate the Commitments, if any, of each Lender having such Commitments, and thereupon the Commitments shall terminate immediately; (B) declare each of the following immediately due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), in which case such amounts will become so due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Credit Party: (I) the unpaid principal amount of and accrued interest and premium on the Loans, and (II) all other Obligations; and (C) Administrative Agent may cause Collateral Agent to enforce any and all Liens and security interests created pursuant to Collateral Documents; and (2) in case of any event described in Section 8.1(f) or (g), the Commitments shall automatically terminate and the unpaid principal amount of and accrued interest and premium on the Loans and all other then-outstanding Obligations shall automatically become due and payable, without presentment, demand, protest or other requirements of any kind.

SECTION 9. AGENTS

9.1. Appointment of Agents. Goldman Sachs is hereby appointed Lead Arranger and a Joint Bookrunner hereunder, and each Lender hereby authorizes Goldman Sachs to act as Lead Arranger and a Joint Bookrunner in accordance with the terms hereof and the other Credit Documents. Goldman Sachs is hereby appointed Administrative Agent and Collateral Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Goldman Sachs to act as Administrative Agent and Collateral Agent in accordance with the terms hereof

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and the other Credit Documents. Barclays and MLPFS are hereby appointed Syndication Agents hereunder, and each Lender hereby authorizes Barclays and MLPFS to act as Syndication Agents in accordance with the terms hereof and the other Credit Documents. JPMorgan and UBSS are hereby appointed Documentation Agents hereunder, and each Lender hereby authorizes JPMorgan and UBSS to act as Documentation Agents in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable. Other than Sections 9.8(c)-(f), in respect of which the Borrower is a third-party beneficiary, the provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Holdings or any of its Subsidiaries. Each of the Syndication Agents and the Documentation Agents, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, each Joint Arranger, Joint Bookrunner, Syndication Agent and Documentation Agent shall not have any obligations but shall be entitled to all benefits of this Section 9. Each Joint Arranger, Joint Bookrunner, Syndication Agent, Documentation Agent, and any Agent described in clause (viii) of the definition thereof may resign from such role at any time, with immediate effect, by giving prior written notice thereof to Administrative Agent and Borrower.

9.2. Powers and Duties. Each Lender irrevocably authorizes each Agent to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No Agent shall have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender or any other Person; and nothing herein or any of the other Credit Documents, expressed or implied, is intended to or shall be so construed as to impose upon any Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein.

9.3. General Immunity.

(a) No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to Lenders or by or on behalf of any Credit Party to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Credit Documents or as to the use of the

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proceeds of the Loans or as to the existence or possible existence of any Event of Default or Default or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans.

(b) Exculpatory Provisions. No Agent nor any of its officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by any Agent under or in connection with any of the Credit Documents except to the extent caused by such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection herewith or any of the other Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under Section 10.5) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions, including for the avoidance of doubt refraining from any action that, in its opinion or the opinion of its counsel, may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Holdings and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against any Agent as a result of such Agent acting or (where so instructed) refraining from acting hereunder or any of the other Credit Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under Section 10.5).

(c) Delegation of Duties. Administrative Agent may perform any and all of its duties and exercise its rights and powers under this Agreement or under any other Credit Document by or through any one or more sub-agents appointed by Administrative Agent. Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates. The exculpatory, indemnification and other provisions of this Section 9.3 and of Section 9.6 shall apply to any the Affiliates of Administrative Agent and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. All of the rights, benefits, and privileges (including the exculpatory and indemnification provisions) of this Section 9.3 and of Section 9.6 shall apply to any such sub-agent and to the Affiliates of any such sub-agent, and shall apply to their respective activities as sub-agent as if such sub-agent and Affiliates were named herein. Notwithstanding anything herein to the contrary, with respect to each sub-agent appointed by Administrative Agent, (i) such sub-agent shall be a third party beneficiary under this Agreement with respect to all such rights, benefits and privileges (including exculpatory rights and rights to

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indemnification) and shall have all of the rights and benefits of a third party beneficiary, including an independent right of action to enforce such rights, benefits and privileges (including exculpatory rights and rights to indemnification) directly, without the consent or joinder of any other Person, against any or all of Credit Parties and the Lenders, (ii) such rights, benefits and privileges (including exculpatory rights and rights to indemnification) shall not be modified or amended without the consent of such sub-agent, and (iii) such sub-agent shall only have obligations to Administrative Agent and not to any Credit Party, Lender or any other Person and no Credit Party, Lender or any other Person shall have any rights, directly or indirectly, as a third party beneficiary or otherwise, against such sub-agent.

9.4. Agents Entitled to Act as Lender. The agency hereby created shall in no way impair or affect any of the rights and powers of, or impose any duties or obligations upon, any Agent in its individual capacity as a Lender hereunder. With respect to its participation in the Loans, each Agent shall have the same rights and powers hereunder as any other Lender and may exercise the same as if it were not performing the duties and functions delegated to it hereunder, and the term “Lender” shall, unless the context clearly otherwise indicates, include each Agent in its individual capacity. Any Agent and its Affiliates may accept deposits from, lend money to, own securities of, and generally engage in any kind of banking, trust, financial advisory or other business with Holdings or any of its Affiliates as if it were not performing the duties specified herein, and may accept fees and other consideration from Borrower for services in connection herewith and otherwise without having to account for the same to Lenders.

9.5. Lenders’ Representations, Warranties and Acknowledgment.

(a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of Holdings and its Subsidiaries in connection with Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Holdings and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders.

(b) Each Lender, by delivering its signature page to this Agreement or an Assignment Agreement and funding its Loan on the Closing Date or any subsequent Credit Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by any Agent, Requisite Lenders or Lenders, as applicable on the Closing Date. Notwithstanding anything herein to the contrary, each Lender also acknowledges that the Liens and security interests granted to the Collateral Agent pursuant to the Pledge and Security Agreement and the other Collateral Documents on Common Collateral and the exercise of any right or remedy by Collateral Agent under any of the foregoing with respect to the Common Collateral are subject to the provisions of the Intercreditor Agreement. As to any such Common Collateral, in the event of a conflict between the terms of the Intercreditor Agreement, this Agreement or any Collateral Documents (on the other hand), the terms of the Intercreditor Agreement shall govern and control.

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(c) Each Lender acknowledges that Borrower may purchase Loans and/or Commitments hereunder from Lenders from time to time, subject to the restrictions set forth in the definition of “Eligible Assignee” and Section 10.6.

9.6. Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent, to the extent that such Agent shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Credit Documents; provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence, bad faith or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

9.7. Successor Administrative Agent and Collateral Agent.

(a) Administrative Agent shall have the right to resign at any time by giving prior written notice thereof to Lenders and Borrower. Administrative Agent shall have the right to appoint a financial institution to act as Administrative Agent and/or Collateral Agent hereunder, subject to the reasonable satisfaction of Borrower and the Requisite Lenders, and Administrative Agent’s resignation shall become effective on the earliest of (i) 30 days after delivery of the notice of resignation (regardless of whether a successor has been appointed or not), (ii) the acceptance of such successor Administrative Agent by Borrower and the Requisite Lenders or (iii) such other date, if any, agreed to by the Requisite Lenders. Upon any such notice of resignation, if a successor Administrative Agent has not already been appointed by the retiring Administrative Agent, Requisite Lenders shall have the right, upon five Business Days’ notice to Borrower, to appoint a successor Administrative Agent. If neither Requisite Lenders nor Administrative Agent have appointed a successor Administrative Agent, Requisite Lenders shall be deemed to have succeeded to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that, until a successor Administrative Agent is so appointed by Requisite Lenders or Administrative Agent, any collateral security held by Administrative Agent in its role as Collateral Agent on behalf of the Lenders under any of the Credit Documents shall continue to be held by the retiring Collateral Agent as nominee until such time as a successor Collateral Agent is appointed. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and

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become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Collateral Documents, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. Except as provided above, any resignation of Goldman Sachs or its successor as Administrative Agent pursuant to this Section 9.7 shall also constitute the resignation of Goldman Sachs or its successor as Collateral Agent. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. Any successor Administrative Agent appointed pursuant to this Section 9.7 shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes hereunder.

(b) In addition to the foregoing, Collateral Agent may resign at any time by giving prior written notice thereof to Lenders and the Grantors. Administrative Agent shall have the right to appoint a financial institution as Collateral Agent hereunder, subject to the reasonable satisfaction of Borrower and the Requisite Lenders and Collateral Agent’s resignation shall become effective on the earliest of (i) 45 days after delivery of the notice of resignation (unless such date is extended by Collateral Agent in its sole and absolute discretion), (ii) the acceptance of such successor Collateral Agent by Borrower and the Requisite Lenders or (iii) such other date, if any, agreed to by the Requisite Lenders. Upon any such notice of resignation, Requisite Lenders shall have the right, subject to the prior written consent of Borrower and upon five Business Days’ notice to Administrative Agent, to appoint a financial institution as successor Collateral Agent. Until a successor Collateral Agent is so appointed by Requisite Lenders or Administrative Agent, any collateral security held by Collateral Agent on behalf of the Lenders under any of the Credit Documents shall continue to be held by the retiring Collateral Agent as nominee until such time as a successor Collateral Agent is appointed. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent under this Agreement and the Collateral Documents, and the retiring Collateral Agent under this Agreement shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held hereunder or under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under this Agreement and the Collateral Documents, and (ii) execute and deliver to such successor Collateral Agent or otherwise authorize the filing of such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Collateral Agent of the security interests created under the Collateral Documents, whereupon such retiring Collateral Agent shall be discharged from its duties and obligations under this Agreement and the Collateral Documents. After any retiring

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Collateral Agent’s resignation hereunder as the Collateral Agent, the provisions of this Agreement and the Collateral Documents shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement or the Collateral Documents while it was the Collateral Agent hereunder.

9.8. Collateral Documents and Guaranty.

(a) Agents under Collateral Documents and Guaranty. Each Secured Party hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of Secured Parties, to be the agent for and representative of Secured Parties with respect to the Guaranty, the Collateral and the Collateral Documents. Subject to Section 10.5, without further written consent or authorization from any Secured Party, Administrative Agent or Collateral Agent, as applicable may execute any documents or instruments necessary to (i) in connection with a sale or disposition of assets permitted by this Agreement, release any Lien encumbering any item of Collateral that is the subject of such sale or other disposition of assets or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or (ii) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented. The terms of the Intercreditor Agreement provide, in the event of any conflict between the terms of the Intercreditor Agreement and any of the Credit Documents, the provisions of the Intercreditor Agreement shall govern and control. Each Secured Party authorizes and instructs Administrative Agent and Collateral Agent to enter into the Intercreditor Agreement on behalf of the Secured Parties in accordance with this Agreement (and consents to the terms contained therein) and to take all actions (and execute all documents) required (or deemed advisable) by it in accordance with the terms of the Intercreditor Agreement.

(b) Right to Realize on Collateral and Enforce Guaranty. Anything contained in any of the Credit Documents to the contrary notwithstanding, Borrower, Administrative Agent, Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under any of the Credit Documents may be exercised solely by Administrative Agent or Collateral Agent, as applicable, for the benefit of the Secured Parties in accordance with the terms hereof and thereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by Collateral Agent for the benefit of the Secured Parties in accordance with the terms thereof, and (ii) in the event of a foreclosure or similar enforcement action by Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition (including, without limitation, pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), Collateral Agent (or any Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code,) may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and Collateral Agent, as agent for and representative of Secured Parties (but not any Lender or Lenders in its or their respective individual capacities) shall be entitled, upon instructions from Requisite Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale or

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disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by Collateral Agent at such sale or other disposition.

(c) Release of Collateral and Guarantees, Termination of Credit Documents. Notwithstanding anything to the contrary contained herein or any other Credit Document, when all Obligations (other than any unasserted contingent obligations) have been paid in full and all Commitments have terminated or expired, upon request of Borrower, Administrative Agent shall (without notice to, or vote or consent of, any Lender) take such actions as shall be required to release its security interest in all Collateral, and to release all guarantee obligations provided for in any Credit Document. Any such release of guarantee obligations shall be deemed subject to the provision that such guarantee obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made.

(d) Release of Collateral in Respect of Permitted Dispositions. Upon any disposition of property, including the Equity Interests of any Guarantor, permitted by this Agreement (other than to another Credit Party, but including pursuant to Section 9.8(f)), the Liens granted pursuant to the Collateral Documents in respect of such disposed property and in respect of the property of any Guarantor discharged and released from its Guaranty pursuant to Section 7.12 shall be deemed to be automatically released and such property shall automatically revert to the applicable Credit Party with no further action on the part of any Person. Upon the incurrence of any Indebtedness permitted by Section 6.1(g), the Liens granted pursuant to the Collateral Documents in respect of the property subject to such Liens may be released or subordinated, in each case promptly upon Borrower’s request, to the extent such property does not constitute real property or fixtures constituting Term Loan Exclusive Collateral as of the Closing Date or is not required to become Term Loan Exclusive Collateral pursuant to Section 5.15 following the Closing Date. The Collateral Agent shall (without notice to, or vote or consent of, any Lender), at the applicable Credit Party’s expense, execute and deliver or otherwise authorize the filing of such documents as such Credit Party shall reasonably request to effectuate the release or subordination, as applicable, set forth in the two preceding sentences, in form and substance reasonable satisfactory to the Collateral Agent, including financing statement amendments to evidence any release.

(e) The Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Credit Party in connection therewith, nor shall the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

(f) Release of TBA/Vacant Parcels. Notwithstanding anything to the contrary contained herein, Borrower shall have the right to subdivide any TBA/Vacant Parcel from the remaining Real Estate Asset and, following completion of such subdivision, the Lien of the

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Mortgage and any other Collateral Document shall be released with respect to such TBA/Vacant Parcel upon satisfaction of the following conditions:

(i) Not less than thirty (30) calendar days prior to the date of the intended release, Borrower shall deliver to the Collateral Agent a notice setting forth (i) the date of the intended release of such TBA/Vacant Parcel, and (ii) the name of the proposed transferee;

(ii) As of the date Borrower delivers to the Collateral Agent notice of the proposed release and as of the date of the release, no Event of Default has occurred and is continuing;

(iii) Borrower delivers to Lender a certificate of an Authorized Officer stating that (A) the release of the TBA/Vacant Parcel shall not cause a violation of any applicable zoning (including parking), building or use laws or licenses and permits as the same relate to the remainder of the Real Estate Asset, (B) there shall not be any restriction in access to the remainder of the Real Estate Asset as a result of the release, (C) the TBA/Vacant Parcel has been legally subdivided from the remainder of the applicable Real Estate Asset and will be separately taxed and (D) all applicable and appropriate easements have been retained for the benefit of the remainder of the Real Estate Asset to the extent necessary for its intended use;

(iv) If the TBA/Vacant Parcel is part of a Title Policy Property, Borrower shall deliver to the Collateral Agent an endorsement to the Title Policy insuring the Mortgage for such Title Policy Parcel, which endorsement (i) extends the effective date of such Title Policy to the effective date of the release, (ii) confirms no change in the priority of the Mortgage on the remainder of the Real Estate Asset (exclusive of the TBA/Vacant Parcel that is released); and (iii) insures the rights and benefits granted the applicable Credit Party under any new or amended reciprocal easement agreement(s) or such other agreement(s), if any, executed and recorded in connection with the release;

(v) Borrower shall submit to the Collateral Agent, not less than ten (10) Business Days prior to the intended release date, a release of Lien for the TBA/Vacant Parcel for execution by the Collateral Agent, in form and substance satisfactory to the Collateral Agent; such release shall be in a form appropriate in the State in which the TBA/Vacant Parcel is located; and

(vi) Borrower shall have paid to the Collateral Agent all of the Collateral Agent’s reasonable out-of-pocket costs and expenses in connection with the review and approval of the documents and information required to be delivered pursuant to the terms of this Section 9.8(f) and the release of the TBA/Vacant Parcel from the Lien of the Mortgage, including due diligence review costs and reasonable legal counsel fees.

Upon satisfaction of the foregoing, the Collateral Agent shall execute and deposit into escrow the release of Lien documentation provided by Borrower on or prior to the intended release date, and such documentation shall be released immediately prior to the conveyance of the applicable TBA/Vacant Parcels to an unrelated third party buyer.

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9.9. Withholding Taxes. To the extent required by any applicable law, Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify Administrative Agent of a change in circumstance which

rendered the exemption from, or reduction of, withholding Tax ineffective or for any other reason, or if Administrative Agent reasonably determines that a payment was made to a Lender pursuant to this Agreement without deduction of applicable withholding tax from such payment, such Lender shall indemnify Administrative Agent fully for all amounts paid, directly or indirectly, by Administrative Agent as Tax or otherwise, including any penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred.

9.10. Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Credit Party, Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether Administrative Agent shall have made any demand on Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:

(a) to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;

(b) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of Administrative Agent and its respective agents and counsel and all other amounts due Administrative Agent under Sections 2.4, 2.11, 10.2 and 10.3 allowed in such judicial proceeding; and

(c) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to Administrative Agent and, in the event that Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of Administrative Agent and its agents and counsel, and any other amounts due Administrative Agent under Sections 2.11, 10.2 and 10.3. To the extent that the payment of any such compensation, expenses, disbursements and advances of Administrative Agent, its agents and counsel, and any other amounts due Administrative Agent under Sections 2.11, 10.2 and 10.3 out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other

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properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise.

Nothing contained herein shall be deemed to authorize Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

SECTION 10. MISCELLANEOUS

10.1. Notices.

(a) Notices Generally. Any notice or other communication herein required or permitted to be given to a Credit Party, Syndication Agent, Collateral Agent, Administrative Agent or Documentation Agent, shall be sent to such Person’s address as set forth on Appendix B or in the other relevant Credit Document, and in the case of any Lender, the address as indicated on Appendix B or otherwise indicated to Administrative Agent in writing. Except as otherwise set forth in paragraph (b) below, each notice hereunder shall be in writing and may be personally served or sent by telefacsimile (except for any notices sent to Administrative Agent) or United States mail or courier service and shall be deemed to have been given when delivered in person or by courier service and signed for against receipt thereof, upon receipt of telefacsimile, or three Business Days after depositing it in the United States mail with postage prepaid and properly addressed; provided, no notice to any Agent shall be effective until received by such Agent; provided further, any such notice or other communication shall at the request of Administrative Agent be provided to any sub-agent appointed pursuant to Section 9.3(c) as designated by Administrative Agent from time to time.

(b) Electronic Communications.

(i) Notices and other communications to any Agent and any Lender hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites, including the Platform) pursuant to procedures approved by Administrative Agent, provided that the foregoing shall not apply to notices to any Agent or any Lender pursuant to Section 2 if such Person has notified Administrative Agent that it is incapable of receiving notices under such Section by electronic communication. Administrative Agent or Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications. Unless Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgment), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications

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posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(ii) Each Credit Party understands that the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution and agrees and assumes the risks associated with such electronic distribution, except to the extent caused by the willful misconduct or gross negligence of Administrative Agent, as determined by a final, non-appealable judgment of a court of competent jurisdiction.

(iii) The Platform and any Approved Electronic Communications are provided “as is” and “as available”. None of the Agents or any of their respective officers, directors, employees, agents, advisors or representatives (the “Agent Affiliates”) warrant the accuracy, adequacy, or completeness of the Approved Electronic Communications or the Platform and each expressly disclaims liability for errors or omissions in the Platform and the Approved Electronic Communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects is made by the Agent Affiliates in connection with the Platform or the Approved Electronic Communications.

(iv) Each Credit Party, each Lender and each Agent agrees that Administrative Agent may, but shall not be obligated to, store any Approved Electronic Communications on the Platform in accordance with Administrative Agent’s customary document retention procedures and policies.

(v) Any notice of Default or Event of Default may be provided by telephone if confirmed promptly thereafter by delivery of written notice thereof.

(c) Private Side Information Contacts. Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States federal and state securities laws, to make reference to information that is not made available through the “Public Side Information” portion of the Platform and that may contain Non-Public Information with respect to Holdings, its Subsidiaries or their securities for purposes of United States federal or state securities laws. In the event that any Public Lender has determined for itself to not access any information disclosed through the Platform or otherwise, such Public Lender acknowledges that (i) other Lenders may have availed themselves of such information and (ii) neither Borrower nor Administrative Agent has any responsibility for such Public Lender’s decision to limit the scope of the information it has obtained in connection with this Agreement and the other Credit Documents.

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10.2. Expenses. Whether or not the transactions contemplated hereby shall be consummated, Borrower agrees to pay promptly (a) all documented, out-of-pocket, actual and reasonable costs and expenses incurred in connection with the negotiation, preparation and execution of the Credit Documents and any consents, amendments, waivers or other modifications thereto; (b) all the reasonable and documented costs of furnishing all opinions by counsel for Borrower and the

other Credit Parties; (c) the reasonable, documented fees, expenses and disbursements of counsel to Agents (limited to one counsel for all Agents taken as a whole and, if reasonably necessary, a single local counsel for all Agents taken as a whole in each relevant material jurisdiction and, solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to each group of affected Agents similarly situated taken as a whole) in connection with the negotiation, preparation, execution and administration of the Credit Documents and any consents, amendments, waivers or other modifications thereto and any other documents or matters requested by Borrower; (d) all documented, out-of-pocket actual costs and reasonable expenses of creating, perfecting, recording, maintaining and preserving Liens in favor of Collateral Agent, for the benefit of Secured Parties, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, title insurance premiums and reasonable fees, expenses and disbursements of counsel to each Agent and of counsel providing any opinions that any Agent or Requisite Lenders may request in respect of the Collateral or the Liens created pursuant to the Collateral Documents; (e) all documented actual and reasonable costs, fees, expenses and disbursements of any auditors, accountants, consultants or appraisers; (f) all documented actual and reasonable, documented costs and expenses (including the reasonable fees, expenses and disbursements of any appraisers, consultants, advisors and agents employed or retained by Collateral Agent and its counsel) in connection with the custody or preservation of any of the Collateral; (g) all other documented, out-of-pocket, actual and reasonable costs and expenses incurred by each Agent in connection with the syndication of the Loans and Commitments and the transactions contemplated by the Credit Documents and any consents, amendments, waivers or other modifications thereto and (h) after the occurrence of a Default or an Event of Default, all documented, out-of-pocket costs and expenses, including reasonable attorneys’ fees (limited to one counsel for Agents and Lenders taken as a whole and, if reasonably necessary, a single local counsel for all Agents and Lenders taken as a whole in each relevant material jurisdiction and, solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to each group of affected Agents and Lenders similarly situated taken as a whole) and costs of settlement, incurred by any Agent and Lenders in enforcing any Obligations of or in collecting any payments due from any Credit Party hereunder or under the other Credit Documents by reason of such Default or Event of Default (including in connection with the sale, lease or license of, collection from, or other realization upon any of the Collateral or the enforcement of the Guaranty) or in connection with any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out” or pursuant to any insolvency or bankruptcy cases or proceedings.

10.3. Indemnity.

(a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Agent and Lender and each of their respective officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and Affiliates (each, an “Indemnitee”), from and

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against any and all Indemnified Liabilities. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH INDEMNIFIED LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY, OR ARE CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY INDEMNITEE AND WHETHER OR NOT SUCH INDEMNIFIED LIABILITIES ARE IN CONNECTION WITH AN INVESTIGATION, LITIGATION, CLAIM OR PROCEEDING THAT IS BROUGHT BY ANY CREDIT PARTY, ANY EQUITY HOLDERS OR CREDITORS OF ANY CREDIT PARTY OR ANY OTHER INDEMNITEE AND WHETHER OR NOT SUCH INDEMNITEE IS OTHERWISE A PARTY HERETO; provided, however, no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or their respective controlled Affiliates, directors, employees, attorneys, agents or sub-agents, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction, (y) arises from a material breach of the obligations of such Indemnitee hereunder, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (z) arises from any dispute solely among Indemnitees other than (1) any claims against any Agent in its capacity or in fulfilling its role as an Agent or any similar role hereunder and (2) any claims arising out of any act or omission on the part of any Credit Party or any of its Affiliates, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them.

(b) To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against each Lender, each Agent and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and Holdings and Borrower hereby waives, releases and agrees not to sue upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

(c) Each Credit Party also agrees that no Lender, Agent nor their respective Affiliates, directors, employees, attorneys, agents or sub-agents will have any liability to any Credit Party or any person asserting claims on behalf of or in right of any Credit Party or any other person in connection with or as a result of this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or

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any act or omission or event occurring in connection therewith, in each case, except in the case of any Credit Party to the extent that any losses, claims, damages, liabilities or expenses incurred by such Credit Party or its affiliates, shareholders, partners or other equity holders have been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Lender, Agent or their respective Affiliates, directors, employees, attorneys, agents or sub-agents in performing its obligations under this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein; provided, however, that in no event will such Lender, Agent, or their respective Affiliates, directors, employees, attorneys, agents or sub-agents have any liability for any indirect, consequential, special or punitive damages in connection with or as a result of such Lender’s, Agent’s or their respective Affiliates’, directors’, employees’, attorneys’, agents’ or sub-agents’ activities related to this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein.

10.4. Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default each Lender is hereby authorized by each Credit Party at any time or from time to time subject to the prior written consent of Administrative Agent, without notice to any Credit Party or to any other Person (other than Administrative Agent), any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by such Lender to or for the credit or the account of any Credit Party against and on account of the obligations and liabilities of any Credit Party to such Lender hereunder, including all claims of any nature or description arising out of or connected hereto, irrespective of whether or not (a) such Lender shall have made any demand hereunder or (b) the principal of or the interest on the Loans or any other amounts due hereunder shall have become due and payable pursuant to Section 2 and although such obligations and liabilities, or any of them, may be contingent or unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to Administrative Agent for further application in accordance with the provisions of Sections 2.17 and 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and their respective Affiliates under this Section 10.4 are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have.

10.5. Amendments and Waivers.

(a) Requisite Lenders’ Consent. Subject to the additional requirements of Sections 10.5(b) and 10.5(c), no amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall in any event be effective without the written concurrence of Requisite Lenders; provided that Administrative Agent may, with the consent of Borrower only, amend, modify or

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supplement this Agreement or any other Credit Document to cure any ambiguity, omission, defect or inconsistency (as reasonably determined by Administrative Agent), so long as such amendment, modification or supplement does not adversely affect the rights of any Lender or the Lenders shall have received at least five Business Days’ prior written notice thereof and Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Requisite Lenders stating that the Requisite Lenders object to such amendment. Notwithstanding anything to the contrary in this Section 10.5, the Credit Parties shall be permitted to supplement or amend schedules to the Pledge and Security Agreement or Collateral Questionnaire, in each case, in accordance with Section 13 of the Pledge and Security Agreement.

(b) Affected Lenders’ Consent. Without the written consent of each Lender that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:

(i) extend the scheduled final maturity of any Loan or Note;

(ii) waive, reduce or postpone any scheduled repayment (but not prepayment);

(iii) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.10) or any fee or any premium payable hereunder;

(iv) extend the time for payment of any such interest, fees or premium;

(v) reduce the principal amount of any Loan;

(vi) amend, modify, terminate or waive any provision of this Section 10.5(b), Section 10.5(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required;

(vii) amend the definition of “Requisite Lenders” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit pursuant hereto may be included in the determination of “Requisite Lenders” or “Pro Rata Share” on substantially the same basis as the Commitments and the Loans are included on the Closing Date;

(viii) release all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents and except in connection with a “credit bid” undertaken by the Collateral Agent at the direction of the Requisite Lenders pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code or other sale or disposition of assets in connection with an enforcement action with respect to the Collateral permitted pursuant to the Credit Documents (in which case only the consent of the Requisite Lenders will be needed for such release); or

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(ix) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document;

provided that, for the avoidance of doubt, all Lenders shall be deemed directly affected thereby with respect to any amendment described in clauses (vii), (viii), (ix) and (x).

(c) Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall:

(i) increase any Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Commitment of any Lender;

(ii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.15 without the consent of Lenders holding more than 50% of the aggregate Loan Exposure of all Lenders of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided, Requisite Lenders may amend, modify or waive, in whole or in part, any prepayment provision so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered; or

(iii) amend, modify, terminate or waive any provision of the Credit Documents as the same applies to any Agent or any Joint Arranger, or any other provision hereof as the same applies to the rights or obligations of any Agent or any Joint Arranger, in each case without the consent of such Agent or such Joint Arranger, as applicable.

(d) Execution of Amendments, Etc. Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of such Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on any Credit Party in any case shall entitle any Credit Party to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.5 shall be binding upon each Lender at the time outstanding, each future Lender and, if signed by a Credit Party, on such Credit Party.

(e) Extension Amendments. Nothing in this Section 10.5 shall be deemed to limit any Credit Party or Administrative Agent from entering into any Extension Amendments (including, without limitation, to amend the definition of “Maturity Date” to reflect any such Extension) to effectuate the Extensions contemplated by Section 2.25 hereof, and the Lenders hereby irrevocably authorize Administrative Agent to enter into such amendments on their behalf.

10.6. Successors and Assigns; Participations.

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(a) Generally. This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and the successors and assigns of Lenders. No Credit Party’s rights or obligations hereunder nor any interest therein may be assigned or delegated by any Credit Party without the prior written consent of all Lenders. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, Affiliates of each of the Agents and Lenders and other Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Register. Borrower, Administrative Agent and Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case, unless and until recorded in the Register following receipt of a fully executed Assignment Agreement effecting the assignment or transfer thereof, together with the required forms and certificates regarding tax matters and any fees payable in connection with such assignment, in each case, as provided in Section 10.6(d). Each assignment shall be recorded in the Register promptly following receipt by Administrative Agent of the fully executed Assignment Agreement and all other necessary documents and approvals, prompt notice thereof shall be provided to Borrower and a copy of such Assignment Agreement shall be maintained, as applicable. The date of such recordation of a transfer shall be referred to herein as the “Assignment Effective Date.” Any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans.

(c) Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments):

(i) to any Person meeting the criteria of clause (i) of the definition of the term “Eligible Assignee” upon the giving of notice to Borrower and Administrative Agent; and

(ii) to any Person meeting the criteria of clause (ii) of the definition of the term “Eligible Assignee” upon giving of notice to Borrower, Administrative Agent and to any such Person (except in the case of assignments made by or to Goldman Sachs), consented to by each of Borrower and Administrative Agent (such consent not to be (x) unreasonably withheld or delayed or, (y) in the case of Borrower, required at any time an Event of Default shall have occurred and then be continuing); provided further that (A) Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within 10 Business Days after having received notice thereof and (B) each such assignment pursuant to this

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Section 10.6(c)(ii) shall be in an aggregate amount of not less than (w) $1,000,000, (x) such lesser amount as agreed to by Borrower and Administrative Agent, (y) the aggregate amount of the Loans of the assigning Lender with respect to the Class being assigned or (z) the amount assigned by an assigning Lender to an Affiliate or Related Fund of such Lender.

(d) Mechanics.

(i) Assignments and assumptions of Loans and Commitments by Lenders shall be effected by manual execution and delivery to Administrative Agent of an Assignment Agreement. Assignments made pursuant to the foregoing provision shall be effective as of the Assignment Effective Date. In connection with all assignments there shall be delivered to Administrative Agent such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver pursuant to Section 2.20(c), together with payment to Administrative Agent of a registration and processing fee of $3,500 (except that no such registration and processing fee shall be payable (y) in connection with an assignment by or to Goldman Sachs or any Affiliate thereof or (z) in the case of an assignee which is already a Lender or is an affiliate or Related Fund of a Lender or a Person under common management with a Lender).

(ii) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate, to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full Pro Rata Share of all Loans. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

(e) Representations and Warranties of Assignee. Each Lender, upon execution and delivery hereof or upon succeeding to an interest in the Commitments and Loans, as the case may be, represents and warrants as of the Closing Date or as of the Assignment Effective Date that (i) it is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in commitments or loans such as the applicable Commitments or Loans, as the case may be; and (iii) it will make or invest in, as the case may be, its Commitments or Loans for its own account in the ordinary course and without a view to distribution of such Commitments or Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this Section 10.6, the disposition of such Commitments or Loans or any interests therein shall at all times remain within its exclusive control).

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(f) Effect of Assignment. Subject to the terms and conditions of this Section 10.6, as of the Assignment Effective Date (i) the assignee thereunder shall have the rights and obligations of a “Lender” hereunder to the extent of its interest in the Loans and Commitments as reflected in the Register and shall thereafter be a party hereto and a “Lender” for all purposes hereof; (ii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned to the assignee, relinquish its rights (other than any rights which survive the termination hereof under Section 10.8) and be released from its obligations hereunder (and, in the case of an assignment covering all or the remaining portion of an assigning Lender’s rights and obligations hereunder, such Lender shall cease to be a party hereto on the Assignment Effective Date; provided, anything contained in any of the Credit Documents to the contrary notwithstanding, such assigning Lender shall continue to be entitled to the benefit of all indemnities hereunder as specified herein with respect to matters arising out of the prior involvement of such assigning Lender as a Lender hereunder); (iii) the Commitments shall be modified to reflect any Commitment of such assignee and any Commitment of such assigning Lender, if any; and (iv) if any such assignment occurs after the issuance of any Note hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon Borrower shall issue and deliver new Notes, if so requested by the assignee and/or assigning Lender, to such assignee and/or to such assigning Lender, with appropriate insertions, to reflect the outstanding Loans of the assignee and/or the assigning Lender.

(g) Participations.

(i) Each Lender shall have the right at any time to sell one or more participations to any Person (other than Holdings, any of its Subsidiaries or any of its Affiliates) in all or any part of its Commitments, Loans or in any other Obligation. Each Lender that sells a participation pursuant to this Section 10.6(g) shall, acting solely for U.S. federal income tax purposes as an agent of Borrower, maintain a register on which it records the name and address of each participant and the principal amounts of each participant’s participation interest with respect to the Loan (each, a “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any participant or any information relating to a participant’s interest in any Commitments, Loans or its other obligations under this Agreement) except to the extent that the relevant parties, acting reasonably and in good faith, determine that such disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. Unless otherwise required by the Internal Revenue Service, any disclosure required by the foregoing sentence shall be made by the relevant Lender directly and solely to the Internal Revenue Service. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of a participation with respect to the Loan for all purposes under this Agreement, notwithstanding any notice to the contrary.

(ii) The holder of any such participation, other than an Affiliate of the Lender granting such participation, shall not be entitled to require such Lender to take or

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omit to take any action hereunder except with respect to any amendment, modification or waiver that would (A) extend the final scheduled maturity of any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant’s participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Commitment shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof), (B) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under this Agreement or (C) release all or substantially all of the Collateral under the Collateral Documents or all or substantially all of the Guarantors from the Guaranty (in each case, except as expressly provided in the Credit Documents) supporting the Loans hereunder in which such participant is participating.

(iii) Borrower agrees that each participant shall be entitled to the benefits of Sections 2.18(c), 2.19 and 2.20 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (c) of this Section; provided, (x) a participant shall not be entitled to receive any greater payment under Section 2.19 or 2.20 than the applicable Lender would have been entitled to receive with respect to the participation sold to such participant, and (y) a participant shall not be entitled to the benefits of Section 2.20 unless Borrower is notified of the participation sold to such participant and such participant agrees, for the benefit of Borrower, to comply with Section 2.20 as though it were a Lender; provided further that, except as specifically set forth in clauses (x) and (y) of this sentence, nothing herein shall require any notice to Borrower or any other Person in connection with the sale of any participation. To the extent permitted by law, each participant also shall be entitled to the benefits of Section 10.4 as though it were a Lender, provided such participant agrees to be subject to Section 2.17 as though it were a Lender.

(h) Certain Other Assignments and Participations. In addition to any other assignment or participation permitted pursuant to this Section 10.6 any Lender may assign, pledge and/or grant a security interest in all or any portion of its Loans, the other Obligations owed by or to such Lender, and its Notes, if any, to secure obligations of such Lender including any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors and any operating circular issued by such Federal Reserve Bank; provided, that no Lender, as between Borrower and such Lender, shall be relieved of any of its obligations hereunder as a result of any such assignment and pledge, and provided further, that in no event shall the applicable Federal Reserve Bank, pledgee or trustee, be considered to be a “Lender” or be entitled to require the assigning Lender to take or omit to take any action hereunder.

(i) Assignments to Borrower.

Notwithstanding anything to the contrary contained in this Section 10.6 or any other provision of this Agreement, so long as no Event of Default has occurred and is

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continuing or would result therefrom, each Lender shall have the right at any time to sell, assign or transfer all or a portion of its Commitment or Loans owing to it (provided, however, that each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments) to Borrower on a non pro rata basis through (x) one or more modified Dutch auctions (each, an “Auction”) (provided that, (A) notice of the Auction shall be made to all Lenders and (B) the Auction shall be conducted pursuant to such procedures as the Auction Manager may establish which are consistent with the Auction Procedures set forth on Exhibit I and are otherwise reasonably acceptable to Borrower, the Auction Manager and Administrative Agent)) or (y) open market purchases, in each case subject to the following additional limitations:

(i) With respect to all repurchases made by Borrower pursuant to any Auction, (A) Borrower shall deliver to the Auction Manager a certificate of an Authorized Officer stating that (1) no Event of Default has occurred and is continuing or would result from such repurchase and (2) as of the launch date of the related Auction and the effective date of any Borrower Assignment Agreement, it is not in possession of any information regarding Borrower or its Subsidiaries, or their assets, Borrower’s ability to perform its Obligations or any other matter that may be material to a decision by any Lender to participate in any Auction or enter into any Borrower Assignment Agreement or any of the transactions contemplated thereby that has not previously been disclosed to the Auction Manager, Administrative Agent and the Non-Public Lenders and (B) the assigning Lender and Borrower shall execute and deliver to the Auction Manager a Borrower Assignment Agreement;

(ii) With respect to all open market purchases made by Borrower, (A) the aggregate principal amount of Loans purchased by assignment pursuant to this Section 10.6(i)(ii) may not exceed $250,000,000 during the term of this Agreement, and (B) the assigning Lender and the Borrower shall execute and deliver to the Administrative Agent a Borrower Assignment Agreement and (C) either (1) Borrower shall represent in the relevant Borrower Assignment Agreement that it is not in possession of any information regarding Borrower or its Subsidiaries, or their assets, Borrower’s ability to perform its Obligations or any other matter that may be material to a decision by any Lender to enter into any Borrower Assignment Agreement or any of the transactions contemplated thereby that has not previously been disclosed to the assigning Lender or (2) each Lender shall agree in the relevant Borrower Assignment Agreement that (v) in connection with any such open market purchase, Borrower then may have, and later may come into possession of, information regarding the Loans or the Credit Parties hereunder that is not known to such Lender and that may be material to a decision by such Lender to enter into an assignment of such Loans hereunder (“Excluded Information”), (w) such Lender has independently and without reliance on Borrower or any of its Subsidiaries or Affiliates made such Lender’s own analysis and determined to enter into an assignment of such Loans and to consummate the transactions contemplated thereby notwithstanding such Lender’s lack of knowledge of the Excluded Information, (x) Holdings and its Subsidiaries shall have no liability to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against Holdings and its Subsidiaries, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information, (y) the Excluded Information may not be

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available to Administrative Agent or the other Lenders hereunder and (z) to the extent such Lender assigns (or does not assign) Loans pursuant to this Section 10.06(i), it agrees to the provisions set forth in this clause (ii), and agrees that such provisions shall control, notwithstanding any inconsistent provision hereof or in any Borrower Assignment Agreement; and

(iii) Following any repurchase by Borrower pursuant to this Section 10.6(i), the Loans so repurchased shall, without further action by any Person, be deemed cancelled for all purposes and no longer outstanding (and may not be resold by Borrower), for all purposes of this Agreement and all other Credit Documents, including, but not limited to (A) the making of, or the application of, any payments to the Lenders under this Agreement or any other Credit Document, (B) the making of any request, demand, authorization, direction, notice, consent or waiver under this Agreement or any other Credit Document or (C) the determination of Requisite Lenders, or for any similar or related purpose, under this Agreement or any other Credit Document. In connection with any Loans repurchased and cancelled pursuant to this Section 10.6(i), Administrative Agent is authorized to make appropriate entries in the Register to reflect any such cancellation.

10.7. Independence of Covenants. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.

10.8. Survival of Representations, Warranties and Agreements. All representations, warranties and agreements made herein shall survive the execution and delivery hereof and the making of any Credit Extension. Notwithstanding anything herein or implied by law to the contrary, the agreements of each Credit Party set forth in Sections 2.18(c), 2.19, 2.20, 10.2, 10.3 and 10.4 and the agreements of Lenders set forth in Sections 2.17, 9.3(b) and 9.6 shall survive the payment of the Loans and the termination hereof.

10.9. No Waiver; Remedies Cumulative. No failure or delay on the part of any Agent or any Lender in the exercise of any power, right or privilege hereunder or under any other Credit Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege. The rights, powers and remedies given to each Agent and each Lender hereby are cumulative and shall be in addition to and independent of all rights, powers and remedies existing by virtue of any statute or rule of law or in any of the other Credit Documents. Any forbearance or failure to exercise, and any delay in exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy.

10.10. Marshalling; Payments Set Aside. Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes

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a payment or payments to Administrative Agent or Lenders (or to Administrative Agent, on behalf of Lenders), or any Agent or Lender enforces any security interests or exercises any right of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

10.11. Severability. In case any provision in or obligation hereunder or under any other Credit Document shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

10.12. Obligations Several; Independent Nature of Lenders’ Rights. The obligations of Lenders hereunder are several and no Lender shall be responsible for the obligations or Commitment of any other Lender hereunder. Nothing contained herein or in any other Credit Document, and no action taken by Lenders pursuant hereto or thereto, shall be deemed to constitute Lenders as a partnership, an association, a joint venture or any other kind of entity. The amounts payable at any time hereunder to each Lender shall be a separate and independent debt, and each Lender shall be entitled to protect and enforce its rights arising out hereof and it shall not be necessary for any other Lender to be joined as an additional party in any proceeding for such purpose.

10.13. Headings. Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.

10.14. APPLICABLE LAW. THIS AGREEMENT 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 AND ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT INTEREST) 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.

10.15. CONSENT TO JURISDICTION. SUBJECT TO CLAUSE (E) OF THE FOLLOWING SENTENCE, ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PARTY ARISING OUT OF OR RELATING HERETO OR ANY OTHER CREDIT DOCUMENTS, OR ANY OF THE OBLIGATIONS, SHALL BE BROUGHT IN ANY FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN THE BOROUGH OF MANHATTAN OR, IF THAT COURT DOES NOT HAVE SUBJECT MATTER JURISDICTION, IN ANY STATE COURT LOCATED IN THE CITY AND COUNTY OF NEW YORK. BY EXECUTING AND DELIVERING THIS

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AGREEMENT, EACH CREDIT PARTY, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (A) ACCEPTS GENERALLY AND UNCONDITIONALLY THE EXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS (OTHER THAN WITH RESPECT TO ACTIONS BY ANY AGENT IN RESPECT OF RIGHTS UNDER ANY COLLATERAL DOCUMENTS GOVERNED BY LAWS OTHER THAN THE LAWS OF THE STATE OF NEW YORK OR WITH RESPECT TO ANY COLLATERAL SUBJECT THERETO); (B) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (C) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE CREDIT PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 10.1; (D) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (C) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE CREDIT PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (E) AGREES THAT AGENTS AND LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY CREDIT PARTY IN THE COURTS OF ANY OTHER JURISDICTION IN CONNECTION WITH THE EXERCISE OF ANY RIGHTS UNDER ANY COLLATERAL DOCUMENT OR THE ENFORCEMENT OF ANY JUDGMENT.

10.16. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER CREDIT DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 10.16 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER CREDIT DOCUMENTS OR

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TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

10.17. Confidentiality. Each Agent and each Lender shall hold all non-public information regarding Holdings, Borrower and their respective Subsidiaries, Affiliates and their businesses identified as such by Borrower and obtained by such Agent or such Lender pursuant to the requirements hereof in accordance with such Agent’s and such Lender’s customary procedures for handling confidential information of such nature, it being understood and agreed by Borrower that, in any event, Administrative Agent may disclose such information to the Lenders and each Agent and each Lender and each Agent may make (i) disclosures of such information to Affiliates of such Lender or Agent and to their respective officers, directors, partners, members, employees, legal counsel, independent auditors and other advisors, experts or agents who need to know such information and on a confidential basis (and to other Persons authorized by a Lender or Agent to organize, present or disseminate such information in connection with disclosures otherwise made in accordance with this Section 10.17), (ii) disclosures of such information reasonably required by any potential or prospective assignee, transferee or participant in connection with the contemplated assignment, transfer or participation of any Loans or any participations therein or by any direct or indirect contractual counterparties (or the professional advisors thereto) to any swap or derivative transaction relating to Borrower and its obligations (provided, such assignees, transferees, participants, counterparties and advisors are advised of and agree to be bound by either the provisions of this Section 10.17 or other provisions at least as restrictive as this Section 10.17), (iii) disclosure to any rating agency when required by it, provided that, prior to any disclosure, such rating agency shall undertake in writing to preserve the confidentiality of any confidential information relating to Credit Parties received by it from any Agent or any Lender, (iv) disclosure on a confidential basis to the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Loans, (v) disclosures in connection with the exercise of any remedies hereunder or under any other Credit Document, (vi) disclosures made pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process (in which case such Person agrees to inform Borrower promptly thereof to the extent not prohibited by law) and (vii) disclosures made upon the request or demand of any regulatory or quasi-regulatory authority purporting to have jurisdiction over such Person or any of its Affiliates. In addition, each Agent and each Lender may disclose the existence of this Agreement and the information about this Agreement to market data collectors, similar services providers to the lending industry, and service providers to the Agents and the Lenders in connection with the administration and management of this Agreement and the other Credit Documents.

10.18. Usury Savings Clause. Notwithstanding any other provision herein, the aggregate interest rate charged with respect to any of the Obligations, including all charges or fees in connection therewith deemed in the nature of interest under applicable law shall not exceed the Highest Lawful Rate. If the rate of interest (determined without regard to the preceding sentence) under this Agreement at any time exceeds the Highest Lawful Rate, the outstanding amount of the Loans made hereunder shall bear interest at the Highest Lawful Rate until the total amount of interest due hereunder equals the amount of interest which would have

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been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect. In addition, if when the Loans made hereunder are repaid in full the total interest due hereunder (taking into account the increase provided for above) is less than the total amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect, then to the extent permitted by law, Borrower shall pay to Administrative Agent an amount equal to the difference between the amount of interest paid and the amount of interest which would have been paid if the Highest Lawful Rate had at all times been in effect. Notwithstanding the foregoing, it is the intention of Lenders and Borrower to conform strictly to any applicable usury laws. Accordingly, if any Lender contracts for, charges, or receives any consideration which constitutes interest in excess of the Highest Lawful Rate, then any such excess shall be cancelled automatically and, if previously paid, shall at such Lender’s option be applied to the outstanding amount of the Loans made hereunder or be refunded to Borrower.

10.19. Effectiveness; Counterparts. This Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto and receipt by Borrower and Administrative Agent of written notification of such execution and authorization of delivery thereof. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic format (i.e., “pdf” or “tif” shall be effective as delivery of a manually executed counterpart of this Agreement.

10.20. PATRIOT Act. Each Lender and Administrative Agent (for itself and not on behalf of any Lender) hereby notifies each Credit Party that pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies each Credit Party, which information includes the name and address of each Credit Party and other information that will allow such Lender or Administrative Agent, as applicable, to identify such Credit Party in accordance with the PATRIOT Act.

10.21. Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like import in any Assignment Agreement shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

10.22. No Fiduciary Duty. Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Credit Parties, their stockholders and/or their affiliates. Each Credit Party agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Credit Party, its stockholders or its affiliates, on the other. The Credit Parties acknowledge and agree that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length

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commercial transactions between the Lenders, on the one hand, and the Credit Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Credit Party, its stockholders or its affiliates on other matters) or any other obligation to any Credit Party except the obligations expressly set forth in the Credit Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Credit Party, its management, stockholders, creditors or any other Person. Each Credit Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Credit Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Credit Party, in connection with such transaction or the process leading thereto.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

J. C. PENNEY CORPORATION, INC.,
a Delaware corporation, as Borrower
By:	/s/ Kenneth Hannah
	Name: Kenneth Hannah
	Title: Executive Vice President and
	Chief Financial Officer
J. C. PENNEY COMPANY, INC., a Delaware corporation, as Holdings
By:	/s/ Kenneth Hannah
	Name: Kenneth Hannah
	Title: Executive Vice President and
	Chief Financial Officer
J. C. PENNEY PURCHASING CORPORATION, a New York corporation, as a Guarantor Subsidiary
By:	/s/ Windon Chau
	Name: Windon Chau
	Title: VP, Treasurer
JCP REAL ESTATE HOLDINGS, INC., a Delaware corporation, as a Guarantor Subsidiary
By:	/s/ Windon Chau
	Name: Windon Chau
	Title: VP, Treasurer

Credit and Guaranty Agreement

J. C. PENNEY PROPERTIES, INC.,
a Delaware corporation, as a Guarantor Subsidiary
By:	/s/ Windon Chau
	Name: Windon Chau
	Title: VP, Treasurer

Credit and Guaranty Agreement

GOLDMAN SACHS BANK USA,
as Administrative Agent, Collateral Agent, Lead Arranger, Joint Bookrunner, and a Lender
By:	/s/ Sean Gilbride
	Authorized Signatory

Credit and Guaranty Agreement

BARCLAYS BANK PLC,
as a Joint Arranger, a Joint Bookrunner and a Syndication Agent
By:	/s/ Ronnie Glenn
	Name: Ronnie Glenn
	Title: Vice President

Credit and Guaranty Agreement

J.P. MORGAN SECURITIES LLC,
as a Joint Arranger, a Joint Bookrunner and a Documentation Agent
By:	/s/ James Cherundolo
	Name: James Cherundolo
	Title: Vice President

Credit and Guaranty Agreement

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
as a Joint Arranger, a Joint Bookrunner and a Syndication Agent
By:	/s/ Elaine Kao
	Name: Elaine Kao
	Title: Director

Credit and Guaranty Agreement

UBS SECURITIES LLC,
as a Joint Arranger, a Joint Bookrunner and a Documentation Agent
By:	/s/ Lana Gifas
	Name: Lana Gifas
	Title: Attorney-in-Fact
By:	/s/ Joselin Fernandes
	Name: Joselin Fernandes
	Title: Attorney-in-Fact

Credit and Guaranty Agreement

APPENDIX A

TO CREDIT AND GUARANTY AGREEMENT

Commitments

Lender	Commitment		Pro Rata Share
Goldman Sachs Bank USA	$	2,250,000,000.00		100	%
Total	$	2,250,000,000.00		100	%

APPENDIX A-1

APPENDIX B

TO CREDIT AND GUARANTY AGREEMENT

Notice Addresses

J. C. PENNEY CORPORATION, INC.

6501 Legacy Drive, Mail Code 1304

Plano, TX 75024

Attention: Treasurer

Facsimile: (972) 431-2044

All other Credit Parties:

c/o J. C. Penney Corporation, Inc.

6501 Legacy Drive, Mail Code 1304

Plano, TX 75024

Attention: Treasurer

Facsimile: (972) 431-2044

in each case, with a copy to:

6501 Legacy Drive, Mail Code 0004

Plano, TX 75024

Attention: General Counsel

Facsimile: (972) 431-1977

APPENDIX B-1

GOLDMAN SACHS BANK USA,

as Administrative Agent, Collateral Agent, Lead Arranger, Joint Bookrunner, and a Lender

Administrative Agent’s Principal Office and as Lender:

Goldman Sachs Bank USA

c/o Goldman, Sachs & Co.

30 Hudson Street, 36th Floor

Jersey City, NJ 07302

Attention: SBD Operations

Email: gsd.link@gs.com and ficc-sbdagency-nydallas@ny.email.gs.com

with a copy to:

Goldman Sachs Bank USA

200 West Street

New York, New York 10282-2198

Attention: Jerry Smay

APPENDIX B-2

BARCLAYS BANK PLC,

as a Joint Arranger, a Joint Bookrunner and a Syndication Agent

Barclays Bank PLC

745 Seventh Avenue, 27th Floor

New York, NY 10019

Attention: Ronnie Glenn

E-mail: ronnie.glenn@barclays.com

APPENDIX B-3

J.P. MORGAN SECURITIES LLC,

as a Joint Arranger, a Joint Bookrunner and a Documentation Agent

J.P. Morgan Securities LLC

383 Madison Avenue

New York, NY 10179

Attention: Sarah L. Freedman

E-mail: sarah.l.freedman@jpmorgan.com

APPENDIX B-4

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

as a Joint Arranger, a Joint Bookrunner and a Syndication Agent

Merrill Lynch, Pierce, Fenner & Smith Incorporated

100 Federal Street

Boston, MA 02110

Attention: Christine Hutchinson

E-mail: christine.hutchinson@baml.com

APPENDIX B-5

UBS SECURITIES LLC,

as a Joint Arranger, a Joint Bookrunner and a Documentation Agent

UBS Securities LLC

c/o UBS AG, Stamford Branch

677 Washington Boulevard, 6th Floor

Stamford, CT 06901

Attn: Banking Products Services

Fax No: 203-719-4176

Email: DL-primarysettlements@ubs.com

ANNEX B-6

Schedule 1.1(a)

Fringe Land

TRACT II:

BEING A TRACT OF LAND SITUATED IN THE JAMES C. BARROW SURVEY, ABSTRACT NUMBER 91 AND THE GARLIN R. MARTIN SURVEY, ABSTRACT NUMBER 622, CITY OF PLANO, COLLIN COUNTY, TEXAS, AND BEING ALL OF LOT 1, BLOCK A, OF J.C. PENNEY HEADQUARTERS, AN ADDITION TO THE CITY OF PLANO RECORDED IN CABINET G, PAGE 783, MAP RECORDS, COLLIN COUNTY, TEXAS.

SAVE AND EXCEPT A 6.748 ACRE TRACT OF LAND CONVEYED TO THE CITY OF PLANO IN SPECIAL WARRANTY DEED FILED 06/26/1998, RECORDED IN VOLUME 4195, PAGE 1948, REAL PROPERTY RECORDS, COLLIN COUNTY, TEXAS.

TRACT III:

BEING A TRACT OF LAND SITUATED IN THE GARLIN R. MARTIN SURVEY, ABSTRACT NUMBER 622, THE H. N. THOMPSON SURVEY, ABSTRACT NUMBER 896 AND THE COLLIN COUNTY SCHOOL LAND NUMBER 5 SURVEY, ABSTRACT NUMBER 150, AND BEING ALL OF LOT 1, BLOCK B, OF J.C. PENNEY HEADQUARTERS, AN ADDITION TO THE CITY OF PLANO RECORDED IN CABINET G, PAGE 783, MAP RECORDS, COLLIN COUNTY, TEXAS.

SAVE AND EXCEPT A 20.112 ACRE TRACT OF LAND CONVEYED TO THE CITY OF PLANO IN SPECIAL WARRANTY DEED FILED 06/26/1998, RECORDED IN VOLUME 4195, PAGE 1948, REAL PROPERTY RECORDS, COLLIN COUNTY, TEXAS.

SAVE AND EXCEPT THAT TRACT OF LAND CONVEYED TO THE NORTH TEXAS TOLLWAY AUTHORITY IN DEDICATION DEED FILED 02/10/10, RECORDED UNDER CLERK’S FILE NO. 2010-136340, REAL PROPERTY RECORDS, COLLIN COUNTY, TEXAS.

TRACT IV:

BEING A TRACT OF LAND SITUATED IN THE HENRY COOK SURVEY, ABSTRACT NUMBER 183, AND BEING ALL OF LOT 1, BLOCK C, OF J.C. PENNEY HEADQUARTERS, AN ADDITION TO THE CITY OF PLANO RECORDED IN CABINET G, PAGE 783, MAP RECORDS, COLLIN COUNTY, TEXAS.

SAVE AND EXCEPT A 0.8410 ACRE TRACT OF LAND CONVEYED TO THE TEXAS TURNPIKE AUTHORITY IN SPECIAL WARRANTY DEED FILED

05/31/1991, RECORDED IN VOLUME 3576, PAGE 142, REAL PROPERTY RECORDS, COLLIN COUNTY, TEXAS.

SAVE AND EXCEPT A 0.126 ACRE TRACT OF LAND CONVEYED TO THE CITY OF PLANO IN SPECIAL WARRANTY DEED FILED 05/17/2004, RECORDED IN VOLUME 5670, PAGE 719 REAL PROPERTY RECORDS, COLLIN COUNTY, TEXAS.

TRACT V:

BEING A TRACT OF LAND SITUATED IN THE WILLIAM GARVIN SURVEY, ABSTRACT NUMBER 1103, THE JAMES C. BARROW SURVEY, ABSTRACT NUMBER 91, THE J. W. HANES SURVEY, ABSTRACT NUMBER 458, CITY OF PLANO, COLLIN COUNTY, TEXAS, AND SITUATED IN THE R. P. HARDIN SURVEY, ABSTRACT NUMBER 611 AND THE WILLIAM GARVIN SURVEY, ABSTRACT NUMBER 453, CITY OF PLANO, DENTON COUNTY, TEXAS, AND BEING THE REMAINDER OF “TRACT 1” A CALLED 81.452 ACRE TRACT OF LAND TRACT OF LAND DESCRIBED IN A DEED TO J.C. PENNEY COMPANY, INC. RECORDED IN VOLUME 2698, PAGE 357, LAND RECORDS, COLLIN COUNTY, TEXAS, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A THE SOUTHEAST CORNER OF A 6.620 ACRE DESCRIBED AS “CITY OF PLANO PART TWO STATE HIGHWAY 121 EXPANSION & WIDENING” RECORDED IN VOLUME 4195, PAGE 1937, LAND RECORDS, COLLIN COUNTY, TEXAS, SAID POINT BEING IN THE WEST RIGHT-OF-WAY LINE OF LEGACY DRIVE (VARIABLE WIDTH RIGHT-OF-WAY) AS DEDICATED TO THE CITY OF PLANO, TEXAS RECORDED IN CABINET C, PAGE 774, MAP RECORDS, COLLIN COUNTY, TEXAS;

THENCE WITH THE WEST RIGHT-OF-WAY LINE OF SAID LEGACY DRIVE THE FOLLOWING CALLS:

SOUTH 14 DEGREES 36 MINUTES 16 SECONDS EAST A DISTANCE OF 94.99 FEET TO A POINT FOR CORNER;

SOUTH 15 DEGREES 38 MINUTES 08 SECONDS EAST A DISTANCE OF 250.04 FEET TO A POINT FOR CORNER;

SOUTH 14 DEGREES 36 MINUTES 16 SECONDS EAST A DISTANCE OF 1064.24 FEET TO A POINT FOR CORNER AT THE BEGINNING OF A TANGENT CURVE TO THE RIGHT WHOSE CHORD BEARS SOUTH 22 DEGREES 45 MINUTES 41 SECONDS WEST A DISTANCE OF 169.54 FEET; IN A SOUTHWESTERLY DIRECTION WITH SAID TANGENT CURVE TO THE RIGHT HAVING A RADIUS OF 137.00 FEET, A CENTRAL ANGLE OF 76 DEGREES 27 MINUTES 04 SECONDS, AND AN ARC DISTANCE OF 182.80 FEET TO A POINT FOR CORNER IN THE NORTH RIGHT-OF-WAY LINE OF

2

MCDERMOTT DRIVE (110 FOOT WIDE RIGHT-OF-WAY) AS DEDICATED TO THE CITY OF PLANO, TEXAS RECORDED IN CABINET C, PAGE 774, MAP RECORDS, COLLIN COUNTY, TEXAS;

THENCE WITH THE NORTH RIGHT-OF-WAY LINE OF SAID MCDERMOTT DRIVE THE FOLLOWING CALLS:

SOUTH 60 DEGREES 59 MINUTES 16 SECONDS WEST A DISTANCE OF 503.04 FEET TO A POINT FOR CORNER AT THE BEGINNING OF A TANGENT CURVE TO THE RIGHT WHOSE CHORD BEARS SOUTH 75 DEGREES 24 MINUTES 20 SECONDS WEST A DISTANCE OF 968.57 FEET;

IN A WESTERLY DIRECTION WITH SAID TANGENT CURVE TO THE RIGHT HAVING A RADIUS OF 1945.00 FEET, A CENTRAL ANGLE OF 28 DEGREES 50 MINUTES 08 SECONDS, AND AN ARC DISTANCE OF 978.87 FEET TO A POINT FOR CORNER;

SOUTH 89 DEGREES 49 MINUTES 23 SECONDS WEST A DISTANCE OF 295.81 FEET TO A POINT FOR CORNER;

THENCE SOUTH 00 DEGREES 10 MINUTES 36 SECONDS EAST A DISTANCE OF 55.00 FEET TO A POINT FOR CORNER;

THENCE NORTH 89 DEGREES 44 MINUTES 59 SECONDS WEST A DISTANCE OF 179.41 FEET TO A POINT FOR CORNER IN THE EAST LINE OF A TRACT OF LAND DESCRIBED IN A DEED TO THOMPSON/MCSEDDEN FAMILY PARTNERS, LTD. RECORDED IN DENTON COUNTY CLERK FILE NUMBER 04-132216, REAL PROPERTY RECORDS, DENTON COUNTY, TEXAS;

THENCE WITH THE EAST LINE OF SAID THOMPSON/MCSEDDEN FAMILY PARTNERS, LTD. TRACT THE FOLLOWING CALLS:

NORTH 00 DEGREES 29 MINUTES 08 SECONDS WEST A DISTANCE OF 1039.92 FEET TO A POINT FOR CORNER;

NORTH 03 DEGREES 21 MINUTES 17 SECONDS WEST A DISTANCE OF 155.29 FEET TO A POINT FOR CORNER;

NORTH 89 DEGREES 59 MINUTES 12 SECONDS WEST A DISTANCE OF 222.63 FEET TO A POINT FOR CORNER IN THE EAST LINE OF A TRACT OF LAND DESCRIBED IN A DEED TO EPIC 121 COMMERCIAL, LTD. RECORDED IN DENTON COUNTY CLERK FILE NUMBER 05-60189, REAL PROPERTY RECORDS, DENTON COUNTY, TEXAS;

3

THENCE NORTH 00 DEGREES 02 MINUTES 56 SECONDS EAST WITH THE EAST LINE OF SAID EPIC 121 COMMERCIAL, LTD. TRACT A DISTANCE OF 332.41 FEET TO A POINT FOR CORNER IN THE SOUTH LINE OF SAID CITY OF PLANO PART TWO STATE HIGHWAY 121 EXPANSION & WIDENING TRACT;

THENCE WITH THE SOUTH LINE OF SAID CITY OF PLANO PART TWO STATE HIGHWAY 121 EXPANSION & WIDENING TRACT THE FOLLOWING CALLS:

NORTH 71 DEGREES 23 MINUTES 56 SECONDS EAST A DISTANCE OF 300.45 FEET TO A POINT FOR CORNER;

NORTH 77 DEGREES 09 MINUTES 17 SECONDS EAST A DISTANCE OF 498.57 FEET TO A POINT FOR CORNER;

NORTH 71 DEGREES 23 MINUTES 56 SECONDS EAST A DISTANCE OF 1053.22 FEET TO A POINT FOR CORNER;

SOUTH 68 DEGREES 59 MINUTES 16 SECONDS EAST A DISTANCE OF 25.88 FEET TO A POINT FOR CORNER;

NORTH 75 DEGREES 42 MINUTES 35 SECONDS EAST A DISTANCE OF 5.40 FEET THE POINT OF BEGINNING AND CONTAINING 70.642 ACRES OF LAND MORE OR LESS.

4

Schedule 1.1(b)

TBA/Vacant Parcels

	TBA/Vacant Stores
Address	City	ST	JCP Store #	Type
27001 US HWY 19 N	Clearwater	FL	1475	TBA
320 W KIMBERLY RD STE 409	Davenport	IA	1963	TBA
755 STATE RT 18 STE 600	East Brunswick	NJ	1529	TBA
1330 TRAVIS BLVD	Fairfield	CA	334	TBA
300 CROSS CREEK MALL	Fayetteville	NC	99	TBA
3225 28TH ST SE	Grand Rapids	MI	1580	TBA
1321 N COLUMBIA CTR BLVD # 100	Kennewick	WA	1256	TBA
135 E TOWNE MALL	Madison	WI	891	TBA
23 WEST TOWNE MALL	Madison	WI	1217	TBA
12421 WAYZATA BLVD	Minnetonka	MN	1405	TBA
7171 N DAVIS HWY AND RT 10	Pensacola	FL	424	TBA
1408 N PARHAM RD	Richmond	VA	778	TBA
280 HILLCREST DR W	Thousand Oaks	CA	1229	TBA
500 LEHIGH VALLEY MALL	Whitehall	PA	67	TBA
428 WOODBRIDGE CTR DR	Woodbridge	NJ	1983	TBA
1201 S. DIRKSEN PKWY	Springfield	IL	2505	Vacant Land
5886 HIGHWAY 100	Washington	MO	2977	Vacant Portion of Store Building
6455 EASTEX FRWY	Beaumont	TX	1958	TBA
14200 E. ALAMEDA AVE	Aurora	CO	1168	TBA
5500 SOUTH EXPRESSWAY/120 PENNEY RD/5500 FRONTAGE ROAD	Atlanta/Forest Park	GA	9486/9129	Vacant Land and TBA

5

Schedule 3.1(a)

Closing Date Credit Documents

1. Credit and Guaranty Agreement

2. Intercreditor Agreement

3. Pledge and Security Agreement

6

Schedule 3.1(d)(A)

Closing Date Mortgaged Properties

1. 6501 Legacy Drive, Plano, TX (Headquarters);

2. 6800 Valley View Avenue, Buena Park, CA (DC);

3. 11810 Burleigh Street, Wauwatosa, WI (DC);

4. 16000 W 107^th Street, Lenexa, KA (DC);

5. 11111 Stead Boulevard, Reno, NV (DC);

6. 1339 Tolland TPK, Manchester, CT (DC);

7. 1701 Intermodal Parkway, Haslet, TX (DC);

8. 2525 Park Crescent Drive, Columbus, OH (DC);

9. 1634 Salisbury Road, Statesville, NC (DC);

10. 5500 Frontage Road, Forest Park, GA (DC); and

11. additional owned and/or ground leased real property interests selected by Borrower with an aggregate value of not less than $400 million based on values separately agreed by Borrower and Administrative Agent prior to the Closing Date (the “Agreed Values”).

7

Schedule 3.1(d)(B)

Schedule B Properties

Owned and/or ground leased real property interests (excluding the Closing Date Mortgaged Properties) selected by Borrower with an aggregate value of not less than $450 million based on the Agreed Values, $60 million of which is comprised of real property interests owned directly by Borrower having a net book value below 0.25% of Stockholders’ Equity.

8

Schedule 4.2

Equity Interests and Ownership

Credit Party	Owned by	Total Ownership		Percent Owned
J. C. Penney Corporation, Inc.	J. C. Penney Company, Inc.		100.000		100.000
JCP Real Estate Holdings, Inc.	J. C. Penney Corporation, Inc.		10.000		100.000
J. C. Penney Purchasing Corporation	J. C. Penney Corporation, Inc.		300.000		100.000
J. C. Penney Properties, Inc.	JCP Real Estate Holdings, Inc.		100.000		100.000	1

¹ J. C. Penney Properties, Inc. has issued 112 Shares of Series A Preferred Stock to third party equityholders in accordance with the requirement that Real Estate Investment Trusts have in excess of 100 shareholders.

9

Schedule 4.13

REAL ESTATE ASSETS

Store Number	Type/Use	Address	City	State	Real Estate Interest Held (Primary Interest)	Credit Party Holding Real Estate Interest
0001	MAIN STORE	722 J.C. PENNEY DRIVE	KEMMERER	WY	Fee	J.C. PENNEY PROPERTIES, INC.
0001	INTERCOMPANY LEASE	722 J.C. PENNEY DRIVE	KEMMERER	WY	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
0004	MAIN STORE	990 22ND AVE S	BROOKINGS	SD	Lease	J.C. PENNEY CORPORATION, INC.
0005	MAIN STORE	9501 ARLINGTON EXPY STE 105	JACKSONVILLE	FL	Lease	J.C. PENNEY CORPORATION, INC.
5	SUBLEASE	9501 ARLINGTON EXPY STE 105	JACKSONVILLE	FL	Sublease (to Third Party)
0007	MAIN STORE	PO BOX 7126	AUBURN	NY	Lease	J.C. PENNEY CORPORATION, INC.
0012	MAIN STORE	78 E MAIN ST	PRICE	UT	Lease	J.C. PENNEY CORPORATION, INC.
0016	MAIN STORE	1170 CENTRAL AVE	DUNKIRK	NY	Lease	J.C. PENNEY CORPORATION, INC.
0017	MAIN STORE	1425 S SANTA FE AVE	CHANUTE	KS	Lease	J.C. PENNEY CORPORATION, INC.
0026	MAIN STORE	124 S MAIN ST	PENDLETON	OR	Lease	J.C. PENNEY CORPORATION, INC.
0027	MAIN STORE	12300 SE 82ND AVE	PORTLAND	OR	Fee	J.C. PENNEY PROPERTIES, INC.
0027	INTERCOMPANY LEASE	12300 SE 82ND AVE	PORTLAND	OR	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
0030	MAIN STORE	14301 BURNHAVEN DR	BURNSVILLE	MN	Fee	J.C. PENNEY PROPERTIES, INC.
0030	INTERCOMPANY LEASE	14301 BURNHAVEN DR	BURNSVILLE	MN	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
0043	MAIN STORE	621 MAIN ST	ALAMOSA	CO	Fee	J.C. PENNEY CORPORATION, INC.
0044	MAIN STORE	3542 S MARYLAND PKWY	LAS VEGAS	NV	Lease	J.C. PENNEY CORPORATION, INC.
44	SUBLEASE	3542 S MARYLAND PKWY	LAS VEGAS	NV	Sublease (to Third Party)
0046	MAIN STORE	701 RICHMOND RD	RICHMOND HEIGHTS	OH	Lease	J.C. PENNEY CORPORATION, INC.
46	SUBLEASE	701 RICHMOND RD	RICHMOND HEIGHTS	OH	Sublease (to Third Party)
0052	MAIN STORE	321 MAIN ST	FORT MORGAN	CO	Lease	J.C. PENNEY CORPORATION, INC.
0055	MAIN STORE	4600 S MEDFORD DR STE 2000	LUFKIN	TX	Lease	J.C. PENNEY CORPORATION, INC.
0056	MAIN STORE	413 DAKOTA AVE	WAHPETON	ND	Lease	J.C. PENNEY CORPORATION, INC.
0058	MAIN STORE	2050 PONCE BY PASS STE 200	PONCE	PR	Lease	J.C. PENNEY CORPORATION, INC.
0063	MAIN STORE	212 E 2ND ST	THE DALLES	OR	Lease	J.C. PENNEY CORPORATION, INC.
0065	MAIN STORE	1309 ADAMS AVE	LA GRANDE	OR	Lease	J.C. PENNEY CORPORATION, INC.
0067	MAIN STORE	500 LEHIGH VALLEY MALL	WHITEHALL	PA	Fee	J.C. PENNEY PROPERTIES, INC.
0067	INTERCOMPANY LEASE	500 LEHIGH VALLEY MALL	WHITEHALL	PA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
67	SUBLEASE	500 LEHIGH VALLEY MALL	WHITEHALL	PA	Sublease (to Third Party)
0089	MAIN STORE	2321 DAVE LYLE BLVD	ROCK HILL	SC	Lease	J.C. PENNEY CORPORATION, INC.
0090	MAIN STORE	4530 N ORACLE RD	TUCSON	AZ	Ground Lease	J.C. PENNEY PROPERTIES, INC.
0090	INTERCOMPANY LEASE	4530 N ORACLE RD	TUCSON	AZ	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
0090	HOME STORE	4861 NORTH STONE	TUCSON	AZ	Lease	J.C. PENNEY CORPORATION, INC.
0099	MAIN STORE	300 CROSS CREEK MALL MORGANTOWN RD AND 401 BY-PASS	FAYETTEVILLE	NC	Fee	J.C. PENNEY PROPERTIES, INC.
0099	INTERCOMPANY LEASE	300 CROSS CREEK MALL MORGANTOWN RD AND 401 BY-PASS	FAYETTEVILLE	NC	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
99	SUBLEASE	300 CROSS CREEK MALL MORGANTOWN RD AND 401 BY-PASS	FAYETTEVILLE	NC	Sublease (to Third Party)
0102	MAIN STORE	9801 CORTANA PL	BATON ROUGE	LA	Fee	J.C. PENNEY PROPERTIES, INC.
0102	INTERCOMPANY LEASE	9801 CORTANA PL	BATON ROUGE	LA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
102	SUBLEASE	9801 CORTANA PL	BATON ROUGE	LA	Sublease (to Third Party)

Page 1 of 46

Schedule 4.13

REAL ESTATE ASSETS

Store Number	Type/Use	Address	City	State	Real Estate Interest Held (Primary Interest)	Credit Party Holding Real Estate Interest
0104	MAIN STORE	201-209 WEST C ST	MCCOOK	NE	Lease	J.C. PENNEY CORPORATION, INC.
0106	MAIN STORE	401 NE NORTHGATE WAY STE 475	SEATTLE	WA	Ground Lease	J.C. PENNEY CORPORATION, INC.
0109	MAIN STORE	1343 COMMERCIAL ST	ASTORIA	OR	Fee	J.C. PENNEY CORPORATION, INC.
0109	ADDITIONAL SPACE	1330 DUANE STREET	ASTORIA	OR	Lease	J.C. PENNEY CORPORATION, INC.
0113	MAIN STORE	PO BOX 668	WILLISTON	ND	Lease	J.C. PENNEY CORPORATION, INC.
0116	MAIN STORE	81 ROCKINGHAM PARK BLVD	SALEM	NH	Fee	J.C. PENNEY PROPERTIES, INC.
0116	INTERCOMPANY LEASE	81 ROCKINGHAM PARK BLVD	SALEM	NH	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
0120	MAIN STORE	301 WYOMING BLVD SE	CASPER	WY	Lease	J.C. PENNEY CORPORATION, INC.
0129	MAIN STORE	600 S CARPENTER AVE	KINGSFORD	MI	Lease	J.C. PENNEY CORPORATION, INC.
0130	MAIN STORE	601-635 HARRY L DR STE 99	JOHNSON CITY	NY	Ground Lease	J.C. PENNEY PROPERTIES, INC.
0130	INTERCOMPANY LEASE	601-635 HARRY L DR STE 99	JOHNSON CITY	NY	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
0133	MAIN STORE	25 LILAC MALL (RT 125)	ROCHESTER	NH	Lease	J.C. PENNEY CORPORATION, INC.
0135	MAIN STORE	344 V BUCKLAND HLS DR STE 7000	MANCHESTER	CT	Fee	J.C. PENNEY PROPERTIES, INC.
0135	INTERCOMPANY LEASE	344 V BUCKLAND HLS DR STE 7000	MANCHESTER	CT	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
0141	MAIN STORE	1207 N COMMERCE	ARDMORE	OK	Fee	J.C. PENNEY PROPERTIES, INC.
0141	INTERCOMPANY LEASE	1207 N COMMERCE	ARDMORE	OK	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
0152	MAIN STORE	4835 PROMENADE PKWY	BESSEMER	AL	Ground Lease	J.C. PENNEY PROPERTIES, INC.
0152	INTERCOMPANY LEASE	4835 PROMENADE PKWY	BESSEMER	AL	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
0157	MAIN STORE	2180 S GILBERT RD	CHANDLER	AZ	Ground Lease	J.C. PENNEY CORPORATION, INC.
0161	MAIN STORE	5043 JIMMY LEE SMITH PKWY	HIRAM	GA	Ground Lease	J.C. PENNEY PROPERTIES, INC.
0161	INTERCOMPANY LEASE	5043 JIMMY LEE SMITH PKWY	HIRAM	GA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
0162	MAIN STORE	90 E LOCUST ST	CANTON	IL	Lease	J.C. PENNEY CORPORATION, INC.
0163	MAIN STORE	800 FOXCROFT AVE STE 800	MARTINSBURG	WV	Lease	J.C. PENNEY CORPORATION, INC.
0168	MAIN STORE	300 MONTGOMERY MALL	NORTH WALES	PA	Lease	J.C. PENNEY CORPORATION, INC.
168	SUBLEASE	300 MONTGOMERY MALL	NORTH WALES	PA	Sublease (to Third Party)
0170	MAIN STORE	720 N 12TH ST (US 641)	MURRAY	KY	Lease	J.C. PENNEY CORPORATION, INC.
0171	MAIN STORE	10225 77TH ST	PLEASANT PRAIRIE	WI	Ground Lease	J.C. PENNEY PROPERTIES, INC.
0171	INTERCOMPANY LEASE	10225 77TH ST	PLEASANT PRAIRIE	WI	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
0174	MAIN STORE	100 W 33RD ST	NEW YORK	NY	Lease	J.C. PENNEY CORPORATION, INC.
0174	LICENSE AGREEMENT	901 AVE OF THE AMERICAS STE 137	NEW YORK	NY	Lease	J.C. PENNEY CORPORATION, INC.
0178	MAIN STORE	333 MAIN ST STE 200	OAK RIDGE	TN	Lease	J.C. PENNEY CORPORATION, INC.
0179	MAIN STORE	6051 SKILLMAN ST	DALLAS	TX	Ground Lease	J.C. PENNEY PROPERTIES, INC.
0179	INTERCOMPANY LEASE	6051 SKILLMAN ST	DALLAS	TX	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
0182	MAIN STORE	1800 DAISY ST EXT STE 2	CLEARFIELD	PA	Lease	J.C. PENNEY CORPORATION, INC.
0183	MAIN STORE	2100 HAMILTON PLACE BLVD	CHATTANOOGA	TN	Fee	J.C. PENNEY PROPERTIES, INC.
0183	INTERCOMPANY LEASE	2100 HAMILTON PLACE BLVD	CHATTANOOGA	TN	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
0184	MAIN STORE	990 NW BLUE PKWY	LEES SUMMIT	MO	Fee	J.C. PENNEY CORPORATION, INC.

Page 2 of 46

Schedule 4.13

REAL ESTATE ASSETS

Store Number	Type/Use	Address	City	State	Real Estate Interest Held (Primary Interest)	Credit Party Holding Real Estate Interest
0185	MAIN STORE	1150 W CARL SANDBURG DR	GALESBURG	IL	Lease	J.C. PENNEY CORPORATION, INC.
0192	MAIN STORE	11801 FAIR OAKS MALL	FAIRFAX	VA	Fee	J.C. PENNEY PROPERTIES, INC.
0192	INTERCOMPANY LEASE	11801 FAIR OAKS MALL	FAIRFAX	VA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
0194	MAIN STORE	9100 MCHUGH DR STE 576	LANHAM	MD	Lease	J.C. PENNEY CORPORATION, INC.
0195	MAIN STORE	63 SERRAMONTE CTR	DALY CITY	CA	Lease	J.C. PENNEY CORPORATION, INC.
0196	MAIN STORE	222 S STATE ST	FAIRMONT	MN	Lease	J.C. PENNEY CORPORATION, INC.
0197	MAIN STORE	409 GATEWAY DRIVE	BROOKLYN	NY		J.C. PENNEY CORPORATION, INC.
0197	INTERCOMPANY LEASE	409 GATEWAY DRIVE	BROOKLYN	NY	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
0199	MAIN STORE	500 MONROEVILLE MALL	MONROEVILLE	PA	Lease	J.C. PENNEY CORPORATION, INC.
0200	MAIN STORE	1419 THIRD AVENUE	SEATTLE	WA	Lease	J.C. PENNEY CORPORATION, INC.
0201	MAIN STORE	10101 E INDEPENDENCE BLVD	MATTHEWS	NC	Lease	J.C. PENNEY CORPORATION, INC.
0202	MAIN STORE	1754 FRANKLIN MILLS CIR	PHILADELPHIA	PA	Lease	J.C. PENNEY CORPORATION, INC.
0203	MAIN STORE	1067 W BALTIMORE PIKE US 1	MEDIA	PA	Ground Lease	J.C. PENNEY CORPORATION, INC.
0203	INTERCOMPANY LEASE	1067 W BALTIMORE PIKE US 1	MEDIA	PA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
0204	MAIN STORE	2700 POTOMAC MILLS CIR	WOODBRIDGE	VA	Lease	J.C. PENNEY CORPORATION, INC.
0207	MAIN STORE	2500 W MORELAND RD	WILLOW GROVE	PA	Lease	J.C. PENNEY CORPORATION, INC.
0209	MAIN STORE	3411 MERCHANT BLVD	ABINGDON	MD	Ground Lease	J.C. PENNEY PROPERTIES, INC.
0209	INTERCOMPANY LEASE	3411 MERCHANT BLVD	ABINGDON	MD	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
0211	MAIN STORE	3200 W EMPIRE MALL	SIOUX FALLS	SD	Lease	J.C. PENNEY CORPORATION, INC.
0214	MAIN STORE	200 WESTERN AVE NW STE A	FARIBAULT	MN	Lease	J.C. PENNEY CORPORATION, INC.
0217	MAIN STORE	14370 BEAR VALLEY RD	VICTORVILLE	CA	Lease	J.C. PENNEY CORPORATION, INC.
0218	MAIN STORE	6020 E 82ND ST STE 700	INDIANAPOLIS	IN	Lease	J.C. PENNEY CORPORATION, INC.
218	SUBLEASE	6020 E 82ND ST STE 700	INDIANAPOLIS	IN	Sublease (to Third Party)
0219	MAIN STORE	3400 BELL AIR MALL	MOBILE	AL	Lease	J.C. PENNEY CORPORATION, INC.
219	SUBLEASE	3400 BELL AIR MALL	MOBILE	AL	Sublease (to Third Party)
0220	MAIN STORE	1500 E WASHINGTON AVE	UNION GAP	WA	Ground Lease	J.C. PENNEY PROPERTIES, INC.
0220	INTERCOMPANY LEASE	1500 E WASHINGTON AVE	UNION GAP	WA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
0221	MAIN STORE	1155 CARLISLE ST	HANOVER	PA	Lease	J.C. PENNEY CORPORATION, INC.
0225	MAIN STORE	2005 VETERANS BLVD	DUBLIN	GA	Lease	J.C. PENNEY CORPORATION, INC.
0226	MAIN STORE	2200 S 10TH ST	MCALLEN	TX	Lease	J.C. PENNEY CORPORATION, INC.
0231	MAIN STORE	10450 S STATE ST STE 2106	SANDY	UT	Lease	J.C. PENNEY CORPORATION, INC.
0232	MAIN STORE	4502 S STEELE STE 200	TACOMA	WA	Ground Lease	J.C. PENNEY CORPORATION, INC.
232	SUBLEASE	4502 S STEELE	TACOMA	WA	Sublease (to Third Party)
0232	ADDITIONAL SPACE	4502 S STEELE	TACOMA	WA	Lease	J.C. PENNEY CORPORATION, INC.
0237	MAIN STORE	3 ORLAND SQ DR	ORLAND PARK	IL	Fee	J.C. PENNEY PROPERTIES, INC.
0237	INTERCOMPANY LEASE	3 ORLAND SQ DR	ORLAND PARK	IL	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
0241	MAIN STORE	2000 RT 38 STE 1000	CHERRY HILL	NJ	Fee	J.C. PENNEY PROPERTIES, INC.
0241	INTERCOMPANY LEASE	2000 RT 38 STE 1000	CHERRY HILL	NJ	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.

Page 3 of 46

Schedule 4.13

REAL ESTATE ASSETS

Store Number	Type/Use	Address	City	State	Real Estate Interest Held (Primary Interest)	Credit Party Holding Real Estate Interest
0244	MAIN STORE	1391 E HIGHLAND AVE STE 101	SELMA	AL	Lease	J.C. PENNEY CORPORATION, INC.
0246	MAIN STORE	20700 AVALON BLVD STE 500	CARSON	CA	Fee	J.C. PENNEY PROPERTIES, INC.
0246	INTERCOMPANY LEASE	20700 AVALON BLVD STE 500	CARSON	CA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
0249	MAIN STORE	901 W MORTON	JACKSONVILLE	IL	Lease	J.C. PENNEY CORPORATION, INC.
0250	MAIN STORE	67 LAKEWOOD CTR MALL	LAKEWOOD	CA	Lease	J.C. PENNEY CORPORATION, INC.
0251	MAIN STORE	7750 W ARROWHEAD TOWNE CENTER	GLENDALE	AZ	Fee	J.C. PENNEY CORPORATION, INC.
0251	HOME STORE	8235 WEST BELL ROAD	PEORIA	AZ	Lease	J.C. PENNEY CORPORATION, INC.
0251	OUTSIDE STOCKROOM	10297 WEST VAN BUREN, SUITE 14	TOLLESON	AZ	Lease	J.C. PENNEY CORPORATION, INC.
0253	MAIN STORE	3501 GRANVILLE AVE	MUNCIE	IN	Lease	J.C. PENNEY CORPORATION, INC.
0258	MAIN STORE	734 MARKET ST	FARMINGTON	MO	Lease	J.C. PENNEY CORPORATION, INC.
0258	SIGN AGREEMENT	734 MARKET ST	FARMINGTON	MO	Lease	J.C. PENNEY CORPORATION, INC.
0259	MAIN STORE	3111 S 31ST ST STE 3301	TEMPLE	TX	Lease	J.C. PENNEY CORPORATION, INC.
0260	MAIN STORE	950 DANA DR	REDDING	CA	Lease	J.C. PENNEY CORPORATION, INC.
0268	MAIN STORE	2500 MEADOWBROOK MALL	BRIDGEPORT	WV	Lease	J.C. PENNEY CORPORATION, INC.
0270	MAIN STORE	854 STATE RTE 13	CORTLAND	NY	Lease	J.C. PENNEY CORPORATION, INC.
0273	MAIN STORE	701 RUSSELL AVE	GAITHERSBURG	MD	Fee	J.C. PENNEY PROPERTIES, INC.
0273	INTERCOMPANY LEASE	701 RUSSELL AVE	GAITHERSBURG	MD	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
0278	MAIN STORE	1501 LAFAYETTE PKY STE E1	LAGRANGE	GA	Lease	J.C. PENNEY CORPORATION, INC.
0283	MAIN STORE	1057 BROAD ST	SUMTER	SC	Lease	J.C. PENNEY CORPORATION, INC.
0286	MAIN STORE	4500 PEORIA ST (US 51)	PERU	IL	Lease	J.C. PENNEY CORPORATION, INC.
0287	MAIN STORE	901 US 27 N STE 150	SEBRING	FL	Lease	J.C. PENNEY CORPORATION, INC.
0288	MAIN STORE	9500 SW WASHINGTON SQ RD	PORTLAND	OR	Lease	J.C. PENNEY CORPORATION, INC.
0295	MAIN STORE	835 W JOHNSON ST	FOND DU LAC	WI	Lease	J.C. PENNEY CORPORATION, INC.
295	SUBLEASE	835 W JOHNSON ST	FOND DU LAC	WI	Sublease (to Third Party)
0304	MAIN STORE	3550 MCCANN RD	LONGVIEW	TX	Fee	J.C. PENNEY PROPERTIES, INC.
0304	INTERCOMPANY LEASE	3550 MCCANN RD	LONGVIEW	TX	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
0306	MAIN STORE	225 MAIN AVE N	THIEF RIVER FALLS	MN	Lease	J.C. PENNEY CORPORATION, INC.
0309	MAIN STORE	640 NIBLACK BLVD	VINCENNES	IN	Lease	J.C. PENNEY CORPORATION, INC.
0311	MAIN STORE	1980 N JEFFERSON ST	HUNTINGTON	IN	Lease	J.C. PENNEY CORPORATION, INC.
0316	MAIN STORE	2800 US HWY 90	GAUTIER	MS	Lease	J.C. PENNEY CORPORATION, INC.
0318	MAIN STORE	101 APACHE MALL	ROCHESTER	MN	Lease	J.C. PENNEY CORPORATION, INC.
318	SUBLEASE	101 APACHE MALL	ROCHESTER	MN	Sublease (to Third Party)
0321	MAIN STORE	451 E ALTAMONTE DR STE 1301	ALTAMONTE SPRINGS	FL	Lease	J.C. PENNEY CORPORATION, INC.
0322	MAIN STORE	400 DUBOIS RD	COOKEVILLE	TN	Lease	J.C. PENNEY CORPORATION, INC.
0324	MAIN STORE	870 W MARKET ST	TIFFIN	OH	Lease	J.C. PENNEY CORPORATION, INC.
0327	MAIN STORE	87 VILLAGE SQUARE MALL	EFFINGHAM	IL	Lease	J.C. PENNEY CORPORATION, INC.
0334	MAIN STORE	1330 TRAVIS BLVD	FAIRFIELD	CA	Fee	J.C. PENNEY PROPERTIES, INC.
0334	INTERCOMPANY LEASE	1330 TRAVIS BLVD	FAIRFIELD	CA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.

Page 4 of 46

Schedule 4.13

REAL ESTATE ASSETS

Store Number	Type/Use	Address	City	State	Real Estate Interest Held (Primary Interest)	Credit Party Holding Real Estate Interest
334	SUBLEASE	1330 TRAVIS BLVD	FAIRFIELD	CA	Sublease (to Third Party)
0345	MAIN STORE	2200 W FLORIDA AVE	HEMET	CA	Lease	J.C. PENNEY CORPORATION, INC.
0351	MAIN STORE	3057 E MAIN	RUSSELLVILLE	AR	Lease	J.C. PENNEY CORPORATION, INC.
0355	MAIN STORE	1251 US 31 N	GREENWOOD	IN	Fee	J.C. PENNEY PROPERTIES, INC.
0355	INTERCOMPANY LEASE	1251 US 31 N	GREENWOOD	IN	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
0355	HOME STORE	1251 US 31 N.	GREENWOOD	IN	Lease	J.C. PENNEY CORPORATION, INC.
0365	MAIN STORE	214 BORGER S/C	BORGER	TX	Lease	J.C. PENNEY CORPORATION, INC.
0367	MAIN STORE	400 BALD HILL RD	WARWICK	RI	Ground Lease	J.C. PENNEY PROPERTIES, INC.
0367	INTERCOMPANY LEASE	400 BALD HILL RD	WARWICK	RI	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
0370	MAIN STORE	1000 HILLTOP MALL	RICHMOND	CA	Ground Lease; Sale Leaseback; Own Land	J.C. PENNEY PROPERTIES, INC.
370	SUBLEASE	1000 HILLTOP MALL	RICHMOND	CA	Sublease (to Third Party)
0373	MAIN STORE	1262 VOCKE RD STE 300	LA VALE	MD	Lease	J.C. PENNEY CORPORATION, INC.
0384	MAIN STORE	2901 N GRAND AVE	AMES	IA	Lease	J.C. PENNEY CORPORATION, INC.
0389	MAIN STORE	1500 STONERIDGE MALL RD	PLEASANTON	CA	Fee	J.C. PENNEY PROPERTIES, INC.
0389	INTERCOMPANY LEASE	1500 STONERIDGE MALL RD	PLEASANTON	CA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
0389	HOME STORE	5532 SPRINGDALE AVENUE	PLEASANTON	CA	Lease	J.C. PENNEY CORPORATION, INC.
0395	MAIN STORE	3405 E STATE ST	HERMITAGE	PA	Lease	J.C. PENNEY CORPORATION, INC.
395	SUBLEASE	3405 E STATE ST	HERMITAGE	PA	Sublease (to Third Party)
0400	MAIN STORE	125 S MICHIGAN AVE	BIG RAPIDS	MI	Lease	J.C. PENNEY CORPORATION, INC.
0402	MAIN STORE	480 LEWIS AVE	MERIDEN	CT	Sale Leaseback	J.C. PENNEY CORPORATION, INC.
0403	MAIN STORE	5953 W PARK AVE STE 3000	HOUMA	LA	Lease	J.C. PENNEY CORPORATION, INC.
0406	MAIN STORE	1100 N MAIN ST	ALTUS	OK	Lease	J.C. PENNEY CORPORATION, INC.
0419	MAIN STORE	2021 N HIGHLAND AVE STE 15	JACKSON	TN	Lease	J.C. PENNEY CORPORATION, INC.
419	SUBLEASE	2021 N HIGHLAND AVE STE 15	JACKSON	TN	Sublease (to Third Party)
0424	MAIN STORE	7171 N DAVIS HWY STE 8220	PENSACOLA	FL	Fee	J.C. PENNEY CORPORATION, INC.
424	SUBLEASE	7171 N DAVIS HWY STE 8220	PENSACOLA	FL	Sublease (to Third Party)
0426	MAIN STORE	251 HIGH ST	TORRINGTON	CT	Lease	J.C. PENNEY CORPORATION, INC.
0427	MAIN STORE	10150 N WOLFE RD	CUPERTINO	CA	Fee	J.C. PENNEY PROPERTIES, INC.
0427	INTERCOMPANY LEASE	10150 N WOLFE RD	CUPERTINO	CA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
427	SUBLEASE	10150 N WOLFE RD	CUPERTINO	CA	Sublease (to Third Party)
0439	MAIN STORE	600 EASTVIEW MALL	VICTOR	NY	Fee	J.C. PENNEY PROPERTIES, INC.
0439	INTERCOMPANY LEASE	600 EASTVIEW MALL	VICTOR	NY	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
0450	MAIN STORE	1302 W I-40 FRONTAGE RD	GALLUP	NM	Lease	J.C. PENNEY CORPORATION, INC.
0456	MAIN STORE	3404 W 13TH ST	GRAND ISLAND	NE	Lease	J.C. PENNEY CORPORATION, INC.
0457	MAIN STORE	101 W WATER ST	DECORAH	IA	Lease	J.C. PENNEY CORPORATION, INC.
0465	MAIN STORE	24140 MAGIC MOUNTAIN PKY	SANTA CLARITA	CA	Ground Lease	J.C. PENNEY PROPERTIES, INC.
0465	INTERCOMPANY LEASE	24140 MAGIC MOUNTAIN PKY	SANTA CLARITA	CA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.

Page 5 of 46

Schedule 4.13

REAL ESTATE ASSETS

Store Number	Type/Use	Address	City	State	Real Estate Interest Held (Primary Interest)	Credit Party Holding Real Estate Interest
0466	MAIN STORE	150 HOMER ADAMS PKWY	ALTON	IL	Fee	J.C. PENNEY PROPERTIES, INC.
0466	INTERCOMPANY LEASE	150 HOMER ADAMS PKWY	ALTON	IL	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
0477	MAIN STORE	1357 S MAIN ST	ADRIAN	MI	Lease	J.C. PENNEY CORPORATION, INC.
0478	MAIN STORE	5200 MEADOWOOD MALL CIR	RENO	NV	Fee	J.C. PENNEY PROPERTIES, INC.
0478	INTERCOMPANY LEASE	5200 MEADOWOOD MALL CIR	RENO	NV	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
0478	HOME STORE	5685 SOUTH VIRGINIA STREET	RENO	NV	Lease	J.C. PENNEY CORPORATION, INC.
0479	MAIN STORE	6481 NEWBERRY RD	GAINESVILLE	FL	Lease	J.C. PENNEY CORPORATION, INC.
0481	MAIN STORE	4201 YELLOWSTONE AVE	POCATELLO	ID	Lease	J.C. PENNEY CORPORATION, INC.
0483	MAIN STORE	3936 E MARKET ST	LOGANSPORT	IN	Lease	J.C. PENNEY CORPORATION, INC.
0485	MAIN STORE	4310 BUFFALO GAP RD	ABILENE	TX	Lease	J.C. PENNEY CORPORATION, INC.
0487	MAIN STORE	3401 S US 41	TERRE HAUTE	IN	Lease	J.C. PENNEY CORPORATION, INC.
0494	MAIN STORE	600 MERCED MALL	MERCED	CA	Lease	J.C. PENNEY CORPORATION, INC.
0495	MAIN STORE	1300 9TH AVE SE STE 3	WATERTOWN	SD	Lease	J.C. PENNEY CORPORATION, INC.
0496	MAIN STORE	1700 W COUNTY RD B-2	ROSEVILLE	MN	Fee	J.C. PENNEY PROPERTIES, INC.
0496	INTERCOMPANY LEASE	1700 W COUNTY RD B-2	ROSEVILLE	MN	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
0496	OUTSIDE STOCKROOM	1900 OAKCREST AVENUE	ROSEVILLE	MN	Lease	J.C. PENNEY CORPORATION, INC.
0497	MAIN STORE	305 MOUNT HOPE AVE	ROCKAWAY	NJ	Fee	J.C. PENNEY PROPERTIES, INC.
0497	INTERCOMPANY LEASE	305 MOUNT HOPE AVE	ROCKAWAY	NJ	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
0514	MAIN STORE	830 MAIN ST UNIT 3	PRESQUE ISLE	ME	Lease	J.C. PENNEY CORPORATION, INC.
0528	MAIN STORE	1680 WRIGHT AVE	ALMA	MI	Lease	J.C. PENNEY CORPORATION, INC.
0529	MAIN STORE	17301 VALLEY MALL RD STE 400	HAGERSTOWN	MD	Lease	J.C. PENNEY CORPORATION, INC.
0530	MAIN STORE	155 DORSET ST	SOUTH BURLINGTON	VT	Lease	J.C. PENNEY CORPORATION, INC.
0536	MAIN STORE	300 EARLY BLVD	EARLY	TX	Lease	J.C. PENNEY CORPORATION, INC.
0539	MAIN STORE	RT 104 E	OSWEGO	NY	Lease	J.C. PENNEY CORPORATION, INC.
0549	MAIN STORE	3301 VETERANS MEMORIAL BLVD	METAIRIE	LA	Lease	J.C. PENNEY CORPORATION, INC.
0557	MAIN STORE	15740 WHITTWOOD LANE	WHITTIER	CA	Lease	J.C. PENNEY CORPORATION, INC.
0559	MAIN STORE	2424 US 6TH AND 50TH	GRAND JUNCTION	CO	Fee	J.C. PENNEY PROPERTIES, INC.
0559	INTERCOMPANY LEASE	2424 US 6TH AND 50TH	GRAND JUNCTION	CO	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
0562	MAIN STORE	1701 SUNRISE HWY	BAYSHORE L I	NY	Lease	J.C. PENNEY CORPORATION, INC.
0566	MAIN STORE	2555 EL CAMINO REAL	CARLSBAD	CA	Fee	J.C. PENNEY PROPERTIES, INC.
0566	INTERCOMPANY LEASE	2555 EL CAMINO REAL	CARLSBAD	CA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
566	SUBLEASE	2555 EL CAMINO REAL	CARLSBAD	CA	Sublease (to Third Party)
0568	MAIN STORE	300 S MAIN ST	MCALLEN	TX	Lease	J.C. PENNEY CORPORATION, INC.
0578	MAIN STORE	PO BOX 10010	HOLYOKE	MA	Lease	J.C. PENNEY CORPORATION, INC.
0579	MAIN STORE	4101 E 42ND ST	ODESSA	TX	Lease	J.C. PENNEY CORPORATION, INC.
0581	MAIN STORE	800 S JAMES CAMPBELL BLVD	COLUMBIA	TN	Lease	J.C. PENNEY CORPORATION, INC.
0582	MAIN STORE	5001 MONROE ST	TOLEDO	OH	Fee	J.C. PENNEY CORPORATION, INC.
0582	PARKING	5001 MONROE ST - 0.68 ACRE FOR	TOLEDO	OH	Ground Lease	J.C. PENNEY CORPORATION, INC.

Page 6 of 46

Schedule 4.13

REAL ESTATE ASSETS

Store Number	Type/Use	Address	City	State	Real Estate Interest Held (Primary Interest)	Credit Party Holding Real Estate Interest
0588	MAIN STORE	300 HWY 78 E	JASPER	AL	Lease	J.C. PENNEY CORPORATION, INC.
0601	MAIN STORE	3700 S MERIDIAN ST	PUYALLUP	WA	Lease	J.C. PENNEY CORPORATION, INC.
0601	ADDITIONAL SPACE	3700 SOUTH MERIDIAN ST	PUYALLUP	WA	Lease	J.C. PENNEY CORPORATION, INC.
0607	MAIN STORE	1100 S DEWEY ST	NORTH PLATTE	NE	Lease	J.C. PENNEY CORPORATION, INC.
0608	MAIN STORE	814 US HWY 62-65 N STE 27	HARRISON	AR	Lease	J.C. PENNEY CORPORATION, INC.
0611	MAIN STORE	6002 SLIDE RD-PO BOX 68611	LUBBOCK	TX	Lease	J.C. PENNEY CORPORATION, INC.
611	SUBLEASE	6002 SLIDE RD-PO BOX 68611	LUBBOCK	TX	Sublease (to Third Party)
0617	MAIN STORE	1801 NW HWY 19	CRYSTAL RIVER	FL	Lease	J.C. PENNEY CORPORATION, INC.
0620	MAIN STORE	1700 W INTL SPEEDWAY BLVD	DAYTONA BEACH	FL	Lease	J.C. PENNEY CORPORATION, INC.
620	SUBLEASE	1700 W INTL SPEEDWAY BLVD	DAYTONA BEACH	FL	Sublease (to Third Party)
0631	MAIN STORE	6301 NW LOOP 410	SAN ANTONIO	TX	Fee	J.C. PENNEY PROPERTIES, INC.
0631	INTERCOMPANY LEASE	6301 NW LOOP 410	SAN ANTONIO	TX	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
0631	HOME STORE	6065 NORTHWEST LOOP 410	SAN ANTONIO	TX	Lease	J.C. PENNEY CORPORATION, INC.
0634	MAIN STORE	3040 PLAZA BONITA RD	NATIONAL CITY	CA	Fee	J.C. PENNEY PROPERTIES, INC.
0634	INTERCOMPANY LEASE	3040 PLAZA BONITA RD	NATIONAL CITY	CA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
0635	MAIN STORE	5900 DURAND AVE	RACINE	WI	Fee	J.C. PENNEY PROPERTIES, INC.
0635	INTERCOMPANY LEASE	5900 DURAND AVE	RACINE	WI	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
0643	MAIN STORE	4600 BAY RD	SAGINAW	MI	Lease	J.C. PENNEY CORPORATION, INC.
643	SUBLEASE	4600 BAY RD	SAGINAW	MI	Sublease (to Third Party)
0644	MAIN STORE	3301 DILLON DR	PUEBLO	CO	Lease	J.C. PENNEY CORPORATION, INC.
0647	MAIN STORE	3315 N RIDGE RD E STE 100	ASHTABULA	OH	Lease	J.C. PENNEY CORPORATION, INC.
0651	MAIN STORE	PR RD 2 KM 81.9 CARRIZALES	HATILLO	PR	Lease	J.C. PENNEY CORPORATION, INC.
0652	MAIN STORE	2200 W WAR MEMORIAL DR STE 997	PEORIA	IL	Fee	J.C. PENNEY PROPERTIES, INC.
0652	INTERCOMPANY LEASE	2200 W WAR MEMORIAL DR STE 997	PEORIA	IL	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
652	SUBLEASE	2200 W WAR MEMORIAL DR STE 997	PEORIA	IL	Sublease (to Third Party)
0654	MAIN STORE	3541 MASONIC DR	ALEXANDRIA	LA	Lease	J.C. PENNEY CORPORATION, INC.
0656	MAIN STORE	1200 10TH AVE S	GREAT FALLS	MT	Lease	J.C. PENNEY CORPORATION, INC.
0658	MAIN STORE	5300 SAN DARIO	LAREDO	TX	Fee	J.C. PENNEY PROPERTIES, INC.
0658	INTERCOMPANY LEASE	5300 SAN DARIO	LAREDO	TX	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
0660	MAIN STORE	201 W US 20	MICHIGAN CITY	IN	Lease	J.C. PENNEY CORPORATION, INC.
660	SUBLEASE	201 W US 20	MICHIGAN CITY	IN	Sublease (to Third Party)
0663	MAIN STORE	3929 MCCAIN BLVD STE 500	NORTH LITTLE ROCK	AR	Lease	J.C. PENNEY CORPORATION, INC.
663	SUBLEASE	3929 MCCAIN BLVD STE 500	NORTH LITTLE ROCK	AR	Sublease (to Third Party)
0666	MAIN STORE	2005 N 14TH ST STE 141	PONCA CITY	OK	Lease	J.C. PENNEY CORPORATION, INC.
0671	MAIN STORE	3199 N WHITE SANDS	ALAMOGORDO	NM	Lease	J.C. PENNEY CORPORATION, INC.
0680	MAIN STORE	51027 HWY 6	GLENWOOD SPRINGS	CO	Lease	J.C. PENNEY CORPORATION, INC.
0681	MAIN STORE	2101 FT HENRY DR	KINGSPORT	TN	Lease	J.C. PENNEY CORPORATION, INC.
0687	MAIN STORE	3700 ATLANTA HWY	ATHENS	GA	Lease	J.C. PENNEY CORPORATION, INC.

Page 7 of 46

Schedule 4.13

REAL ESTATE ASSETS

Store Number	Type/Use	Address	City	State	Real Estate Interest Held (Primary Interest)	Credit Party Holding Real Estate Interest
0688	MAIN STORE	2600 BEACH BLVD	BILOXI	MS	Lease	J.C. PENNEY CORPORATION, INC.
0689	MAIN STORE	2427 US HWY 90 W STE 10	LAKE CITY	FL	Lease	J.C. PENNEY CORPORATION, INC.
0691	MAIN STORE	484 SUN VALLEY MALL	CONCORD	CA	Lease	J.C. PENNEY CORPORATION, INC.
691	SUBLEASE	685 CONTRA COSTA BLVD.	PLEASANT HILL	CA	Sublease (to Third Party)
0691	HOME STORE	685 CONTRA COSTA BLVD.	PLEASANT HILL	CA	Lease	J.C. PENNEY CORPORATION, INC.
0695	MAIN STORE	700 HAYWOOD RD	GREENVILLE	SC	Ground Lease	J.C. PENNEY PROPERTIES, INC.
0695	INTERCOMPANY LEASE	700 HAYWOOD RD	GREENVILLE	SC	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
0696	MAIN STORE	1249 SOUTHCENTER MALL	TUKWILA KING	WA	Ground Lease	J.C. PENNEY CORPORATION, INC.
696	SUBLEASE	1249 SOUTHCENTER MALL	TUKWILA KING	WA	Sublease (to Third Party)
0696	ADDITIONAL SPACE	1249 SOUTHCENTER MALL	TUKWILA KING	WA	Lease	J.C. PENNEY CORPORATION, INC.
0699	MAIN STORE	1169 GLENDALE GALLERIA	GLENDALE	CA	Fee	J.C. PENNEY PROPERTIES, INC.
0699	INTERCOMPANY LEASE	1169 GLENDALE GALLERIA	GLENDALE	CA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
0699	OUTSIDE STOCKROOM	10888 LA TUNA CANYON RD. # H	GLENDALE	CA	Lease	J.C. PENNEY CORPORATION, INC.
0700	MAIN STORE	500 QUAKER BRIDGE MALL	TRENTON	NJ	Sale Leaseback	J.C. PENNEY PROPERTIES, INC.
700	SUBLEASE	500 QUAKER BRIDGE MALL	TRENTON	NJ	Sublease (to Third Party)
0702	MAIN STORE	8401 GATEWAY BLVD W	EL PASO	TX	Lease	J.C. PENNEY CORPORATION, INC.
0703	MAIN STORE	408 MITCHELL ST	PETOSKEY	MI	Fee	J.C. PENNEY CORPORATION, INC.
0703	LAND	408 MITCHELL ST	PETOSKEY	MI	Lease	J.C. PENNEY CORPORATION, INC.
0704	MAIN STORE	4651 27TH ST	MOLINE	IL	Lease	J.C. PENNEY CORPORATION, INC.
0708	MAIN STORE	1800 PIPESTONE RD	BENTON HARBOR	MI	Lease	J.C. PENNEY CORPORATION, INC.
0709	MAIN STORE	3115 E COLONIAL DR	ORLANDO	FL	Lease	J.C. PENNEY CORPORATION, INC.
0712	MAIN STORE	3111 MIDWESTERN PKWY	WICHITA FALLS	TX	Lease	J.C. PENNEY CORPORATION, INC.
0718	MAIN STORE	310 TOWNE CTR CIR	SANFORD	FL	Fee	J.C. PENNEY CORPORATION, INC.
0731	MAIN STORE	3202 OAKVIEW DR	OMAHA	NE	Fee	J.C. PENNEY PROPERTIES, INC.
0731	INTERCOMPANY LEASE	3202 OAKVIEW DR	OMAHA	NE	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
0733	MAIN STORE	800 S CAMINO DEL RIO	DURANGO	CO	Lease	J.C. PENNEY CORPORATION, INC.
0738	MAIN STORE	925 WASHINGTON AVE	DETROIT LAKES	MN	Lease	J.C. PENNEY CORPORATION, INC.
0739	MAIN STORE	2150 NORTHWOODS BLVD UNIT E100	N CHARLESTON	SC	Lease	J.C. PENNEY CORPORATION, INC.
0744	MAIN STORE	300 VALLEY RIVER CTR	EUGENE	OR	Ground Lease	J.C. PENNEY CORPORATION, INC.
744	SUBLEASE	300 VALLEY RIVER CTR	EUGENE	OR	Sublease (to Third Party)
0766	MAIN STORE	331 BRANDON TOWN CENTER MALL	BRANDON	FL	Fee	J.C. PENNEY CORPORATION, INC.
0767	MAIN STORE	4316 MILAN RD	SANDUSKY	OH	Lease	J.C. PENNEY CORPORATION, INC.
0768	MAIN STORE	3300 CHAMBERS RD STE 5090	HORSEHEADS	NY	Lease	J.C. PENNEY CORPORATION, INC.
768	SUBLEASE	3300 CHAMBERS RD STE 5090	HORSEHEADS	NY	Sublease (to Third Party)
0769	MAIN STORE	2190 IDAHO ST	ELKO	NV	Lease	J.C. PENNEY CORPORATION, INC.
0778	MAIN STORE	1408 N PARHAM RD	RICHMOND	VA	Fee	J.C. PENNEY PROPERTIES, INC.
0778	INTERCOMPANY LEASE	1408 N PARHAM RD	RICHMOND	VA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
778	SUBLEASE	1408 N PARHAM RD	RICHMOND	VA	Sublease (to Third Party)
0779	MAIN STORE	6000 FLORENCE MALL	FLORENCE	KY	Fee	J.C. PENNEY PROPERTIES, INC.

Page 8 of 46

Schedule 4.13

REAL ESTATE ASSETS

Store Number	Type/Use	Address	City	State	Real Estate Interest Held (Primary Interest)	Credit Party Holding Real Estate Interest
0779	INTERCOMPANY LEASE	6000 FLORENCE MALL	FLORENCE	KY	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
0780	MAIN STORE	1718 E BLVD	KOKOMO	IN	Lease	J.C. PENNEY CORPORATION, INC.
0781	MAIN STORE	4101 S YALE AVE	TULSA	OK	Lease	J.C. PENNEY CORPORATION, INC.
781	SUBLEASE	4101 S YALE AVE	TULSA	OK	Sublease (to Third Party)
0782	MAIN STORE	10401 US HWY 441 STE 2001	LEESBURG	FL	Lease	J.C. PENNEY CORPORATION, INC.
0784	MAIN STORE	3649 ERIE BLVD E STE 2	DE WITT	NY	Lease	J.C. PENNEY CORPORATION, INC.
0786	MAIN STORE	7900 GOVERNOR RITCHIE HWY	GLEN BURNIE	MD	Ground Lease	J.C. PENNEY PROPERTIES, INC.
0786	INTERCOMPANY LEASE	7900 GOVERNOR RITCHIE HWY	GLEN BURNIE	MD	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
0794	MAIN STORE	3500 OLEANDER DR	WILMINGTON	NC	Lease	J.C. PENNEY CORPORATION, INC.
0797	MAIN STORE	816 WALNUT SQUARE BLVD STE D	DALTON	GA	Lease	J.C. PENNEY CORPORATION, INC.
0808	MAIN STORE	3187 N MAIN ST	ANDERSON	SC	Lease	J.C. PENNEY CORPORATION, INC.
808	SUBLEASE	3187 N MAIN ST	ANDERSON	SC	Sublease (to Third Party)
0809	MAIN STORE	1903 PARK AVE	MUSCATINE	IA	Lease	J.C. PENNEY CORPORATION, INC.
0814	MAIN STORE	625 BLACK LAKE BLVD	OLYMPIA	WA	Lease	J.C. PENNEY CORPORATION, INC.
0816	MAIN STORE	606 CHRISTIANA MALL	NEWARK	DE	Fee	J.C. PENNEY PROPERTIES, INC.
0816	INTERCOMPANY LEASE	606 CHRISTIANA MALL	NEWARK	DE	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
0819	MAIN STORE	500 BRIARWOOD CIR	ANN ARBOR	MI	Sale Leaseback	J.C. PENNEY PROPERTIES, INC.
819	SUBLEASE	500 BRIARWOOD CIR	ANN ARBOR	MI	Sublease (to Third Party)
0830	MAIN STORE	PO BOX 2008	LAUREL	MS	Lease	J.C. PENNEY CORPORATION, INC.
0834	MAIN STORE	2000 N POINT CIR	ALPHARETTA	GA	Lease	J.C. PENNEY CORPORATION, INC.
0835	MAIN STORE	117-19 E MAIN ST	SIDNEY	MT	Lease	J.C. PENNEY CORPORATION, INC.
0838	MAIN STORE	810 W PARK AVE	GREENWOOD	MS	Lease	J.C. PENNEY CORPORATION, INC.
0852	MAIN STORE	701 LYNN HAVEN PKWY	VIRGINIA BEACH	VA	Lease	J.C. PENNEY CORPORATION, INC.
0863	MAIN STORE	680 CITADEL DR E	COLORADO SPRINGS	CO	Fee	J.C. PENNEY PROPERTIES, INC.
0863	INTERCOMPANY LEASE	680 CITADEL DR E	COLORADO SPRINGS	CO	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
0864	MAIN STORE	3661 EISENHOWER PKWY STE 6	MACON	GA	Lease	J.C. PENNEY CORPORATION, INC.
864	SUBLEASE	3661 EISENHOWER PKWY STE 6	MACON	GA	Sublease (to Third Party)
0870	MAIN STORE	730 MEYERLAND PLAZA MALL	HOUSTON	TX	Lease	J.C. PENNEY CORPORATION, INC.
0880	MAIN STORE	2471 FOOTHILL BLVD	ROCK SPRINGS	WY	Lease	J.C. PENNEY CORPORATION, INC.
0881	MAIN STORE	7700 E KELLOGG DR	WICHITA	KS	Lease	J.C. PENNEY CORPORATION, INC.
881	SUBLEASE	7700 E KELLOGG DR	WICHITA	KS	Sublease (to Third Party)
0882	MAIN STORE	2415 SAGAMORE PKWY S 52	LAFAYETTE	IN	Lease	J.C. PENNEY CORPORATION, INC.
882	SUBLEASE	2415 SAGAMORE PKWY S 52	LAFAYETTE	IN	Sublease (to Third Party)
0890	MAIN STORE	194 MAIN ST	STURBRIDGE	MA	Lease	J.C. PENNEY CORPORATION, INC.
0891	MAIN STORE	135 E TOWNE MALL	MADISON	WI	Fee	J.C. PENNEY CORPORATION, INC.
891	SUBLEASE	135 E TOWNE MALL	MADISON	WI	Sublease (to Third Party)
0895	MAIN STORE	150 PEARL NIX PKWY	GAINESVILLE	GA	Lease	J.C. PENNEY CORPORATION, INC.

Page 9 of 46

Schedule 4.13

REAL ESTATE ASSETS

Store Number	Type/Use	Address	City	State	Real Estate Interest Held (Primary Interest)	Credit Party Holding Real Estate Interest
0899	MAIN STORE	639 STILLWATER AVE	BANGOR	ME	Lease	J.C. PENNEY CORPORATION, INC.
0902	MAIN STORE	1201 HOOPER AVE STE B	TOMS RIVER	NJ	Lease	J.C. PENNEY CORPORATION, INC.
0907	MAIN STORE	8201 S TAMIAMI TRAIL	SARASOTA	FL	Fee	J.C. PENNEY CORPORATION, INC.
0909	MAIN STORE	1620 E 10TH ST STE 100	ROANOKE RAPIDS	NC	Lease	J.C. PENNEY CORPORATION, INC.
0910	MAIN STORE	4129 E WILDER RD	BAY CITY	MI	Fee	J.C. PENNEY PROPERTIES, INC.
0910	INTERCOMPANY LEASE	4129 E WILDER RD	BAY CITY	MI	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
0911	MAIN STORE	800 N 98TH ST	OMAHA	NE	Fee	J.C. PENNEY CORPORATION, INC.
0914	MAIN STORE	1170 INDIANA AVE	ST MARYS	OH	Lease	J.C. PENNEY CORPORATION, INC.
0916	MAIN STORE	PO BOX 8709	CAROLINA	PR	Lease	J.C. PENNEY CORPORATION, INC.
0920	MAIN STORE	200 W PARK MALL	CAPE GIRARDEAU	MO	Lease	J.C. PENNEY CORPORATION, INC.
0921	MAIN STORE	2231 S MISSION RD	MT PLEASANT	MI	Lease	J.C. PENNEY CORPORATION, INC.
0924	MAIN STORE	160 N GULPH RD STE 5000	KING OF PRUSSIA	PA	Lease	J.C. PENNEY CORPORATION, INC.
0933	MAIN STORE	300 WESTFARMS MALL	FARMINGTON	CT	Ground Lease	J.C. PENNEY PROPERTIES, INC.
0933	INTERCOMPANY LEASE	300 WESTFARMS MALL	FARMINGTON	CT	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
0950	MAIN STORE	711 SECOND AVE NW	CULLMAN	AL	Lease	J.C. PENNEY CORPORATION, INC.
0951	MAIN STORE	1365 N DUPONT HWY STE 5000	DOVER	DE	Fee	J.C. PENNEY PROPERTIES, INC.
0951	INTERCOMPANY LEASE	1365 N DUPONT HWY STE 5000	DOVER	DE	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
0952	MAIN STORE	630 OLD COUNTRY RD UNIT A2 630 OLD COUNTRY ROAD	GARDEN CITY	NY	Sublease; Building Lease; Sale Leaseback	J.C. PENNEY CORPORATION, INC.
0952	TRASH COMPACTOR	250 DUFFY AVE	HICKSVILLE	NY	Lease	J.C. PENNEY CORPORATION, INC.
0954	MAIN STORE	234 N MAIN ST	SHERIDAN	WY	Lease	J.C. PENNEY CORPORATION, INC.
0955	MAIN STORE	6420 S PACIFIC BLVD	HUNTINGTON PARK	CA	Fee	J.C. PENNEY CORPORATION, INC.
0965	MAIN STORE	1845 N WEST AVE	EL DORADO	AR	Lease	J.C. PENNEY CORPORATION, INC.
0972	MAIN STORE	220 GOLF MILL CTR	NILES	IL	Lease	J.C. PENNEY CORPORATION, INC.
0982	MAIN STORE	7777 EASTPOINT MALL	BALTIMORE	MD	Ground Lease	J.C. PENNEY PROPERTIES, INC.
0982	INTERCOMPANY LEASE	7777 EASTPOINT MALL	BALTIMORE	MD	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
0993	MAIN STORE	2418 SW MILITARY DR	SAN ANTONIO	TX	Lease	J.C. PENNEY CORPORATION, INC.
993	SUBLEASE	2418 SW MILITARY DR	SAN ANTONIO	TX	Sublease (to Third Party)
0995	MAIN STORE	MERCER MALL BOX 7106	BLUEFIELD	WV	Lease	J.C. PENNEY CORPORATION, INC.
0996	MAIN STORE	4401 S BROADWAY	TYLER	TX	Lease	J.C. PENNEY CORPORATION, INC.
996	SUBLEASE	4401 S BROADWAY	TYLER	TX	Sublease (to Third Party)
1002	MAIN STORE	4348 ELECTRIC RD	ROANOKE	VA	Lease	J.C. PENNEY CORPORATION, INC.
1002	SUBLEASE	4348 ELECTRIC RD	ROANOKE	VA	Sublease (to Third Party)
1012	MAIN STORE	75 MAVERICK ST RT 1A	ROCKLAND	ME	Lease	J.C. PENNEY CORPORATION, INC.
1020	MAIN STORE	1671 W LACEY BLVD	HANFORD	CA	Lease	J.C. PENNEY CORPORATION, INC.
1024	MAIN STORE	236 E 5TH ST N	BURLEY	ID	Lease	J.C. PENNEY CORPORATION, INC.
1028	MAIN STORE	315 E SECOND ST	CALEXICO	CA	Lease	J.C. PENNEY CORPORATION, INC.
1031	MAIN STORE	220 ENNIS LN	TOWANDA	PA	Lease	J.C. PENNEY CORPORATION, INC.

Page 10 of 46

Schedule 4.13

REAL ESTATE ASSETS

Store Number	Type/Use	Address	City	State	Real Estate Interest Held (Primary Interest)	Credit Party Holding Real Estate Interest
1033	MAIN STORE	3000 DUNN AVE UNIT 25	JACKSONVILLE	FL	Lease	J.C. PENNEY CORPORATION, INC.
1037	MAIN STORE	3401 DALE RD	MODESTO	CA	Lease	J.C. PENNEY CORPORATION, INC.
1046	MAIN STORE	2201 S INTERSTATE 35 E STE D	DENTON	TX	Fee	J.C. PENNEY PROPERTIES, INC.
1046	INTERCOMPANY LEASE	2201 S INTERSTATE 35 E STE D	DENTON	TX	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1048	MAIN STORE	200 SIDNEY BAKER ST S (HWY 16)	KERRVILLE	TX	Lease	J.C. PENNEY CORPORATION, INC.
1049	MAIN STORE	4 FOX VALLEY CTR	AURORA	IL	Fee	J.C. PENNEY PROPERTIES, INC.
1049	INTERCOMPANY LEASE	4 FOX VALLEY CTR	AURORA	IL	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1052	MAIN STORE	220 W MARIPOSA RD	NOGALES	AZ	Lease	J.C. PENNEY CORPORATION, INC.
1056	MAIN STORE	3701 S MAIN ST (US 33)	ELKHART	IN	Lease	J.C. PENNEY CORPORATION, INC.
1058	MAIN STORE	1386 E COURT ST	SEGUIN	TX	Lease	J.C. PENNEY CORPORATION, INC.
1064	MAIN STORE	324 E SAN ANTONIO ST	EL PASO	TX	Fee	J.C. PENNEY CORPORATION, INC.
1064	ADDITIONAL SPACE	311 EAST OVERLAND STREET 109-111 SOUTH STATION STREET	EL PASO	TX	Lease	J.C. PENNEY CORPORATION, INC.
1064	ADDITIONAL SPACE	315 E OVERLAND ST	EL PASO	TX	Lease	J.C. PENNEY CORPORATION, INC.
1067	MAIN STORE	1904 E 9TH ST	WINFIELD	KS	Lease	J.C. PENNEY CORPORATION, INC.
1068	MAIN STORE	202 E CENTENNIAL DR	PITTSBURG	KS	Lease	J.C. PENNEY CORPORATION, INC.
1071	MAIN STORE	2000 BRITTAIN RD STE 600	AKRON	OH	Lease	J.C. PENNEY CORPORATION, INC.
1071	SUBLEASE	2000 BRITTAIN RD STE 600	AKRON	OH	Sublease (to Third Party)
1076	MAIN STORE	1060 HWY 15 S	HUTCHINSON	MN	Lease	J.C. PENNEY CORPORATION, INC.
1081	MAIN STORE	1780 GALLERIA BLVD	FRANKLIN	TN	Fee	J.C. PENNEY PROPERTIES, INC.
1081	INTERCOMPANY LEASE	1780 GALLERIA BLVD	FRANKLIN	TN	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1086	MAIN STORE	619 N PERKINS RD	STILLWATER	OK	Lease	J.C. PENNEY CORPORATION, INC.
1091	MAIN STORE	1401 PAUL BUNYAN DR NW STE 2	BEMIDJI	MN	Lease	J.C. PENNEY CORPORATION, INC.
1101	MAIN STORE	715 E EXPRESSWAY 83	WESLACO	TX	Ground Lease	J.C. PENNEY PROPERTIES, INC.
1101	INTERCOMPANY LEASE	715 E EXPRESSWAY 83	WESLACO	TX	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1106	MAIN STORE	1950 PRAIRIE CENTER PKWY	BRIGHTON	CO	Fee	J.C. PENNEY PROPERTIES, INC.
1106	INTERCOMPANY LEASE	1950 PRAIRIE CENTER PKWY	BRIGHTON	CO	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1116	MAIN STORE	1744 E CARL ALBERT PKWY	MCALESTER	OK	Lease	J.C. PENNEY CORPORATION, INC.
1117	SUBLEASE	NORTH NEW HOPE ROAD	GASTONIA	NC	Sublease (to Third Party)
1117	TBA	NORTH NEW HOPE ROAD	GASTONIA	NC	Lease	J.C. PENNEY CORPORATION, INC.
1122	MAIN STORE	2501 W MEMORIAL RD	OKLAHOMA CITY	OK	Fee	J.C. PENNEY PROPERTIES, INC.
1122	INTERCOMPANY LEASE	2501 W MEMORIAL RD	OKLAHOMA CITY	OK	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1128	MAIN STORE	2520 GULF FWY S	LEAGUE CITY	TX	Ground Lease	J.C. PENNEY PROPERTIES, INC.
1128	INTERCOMPANY LEASE	2520 GULF FWY S	LEAGUE CITY	TX	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1130	MAIN STORE	3501 E BROADWAY	TUCSON	AZ	Lease	J.C. PENNEY CORPORATION, INC.
1130	SUBLEASE	3501 E BROADWAY	TUCSON	AZ	Sublease (to Third Party)
1134	MAIN STORE	80 VIEWMONT MALL	SCRANTON	PA	Lease	J.C. PENNEY CORPORATION, INC.
1135	MAIN STORE	3409 CANDLERS MOUNTAIN RD	LYNCHBURG	VA	Fee	J.C. PENNEY PROPERTIES, INC.
1135	INTERCOMPANY LEASE	3409 CANDLERS MOUNTAIN RD	LYNCHBURG	VA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.

Page 11 of 46

Schedule 4.13

REAL ESTATE ASSETS

Store Number	Type/Use	Address	City	State	Real Estate Interest Held (Primary Interest)	Credit Party Holding Real Estate Interest
1140	MAIN STORE	4541 S LABURNUM AVE	RICHMOND	VA	Ground Lease	J.C. PENNEY PROPERTIES, INC.
1140	INTERCOMPANY LEASE	4541 S LABURNUM AVE	RICHMOND	VA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1141	MAIN STORE	1651 STATE HWY 1 S	GREENVILLE	MS	Lease	J.C. PENNEY CORPORATION, INC.
1142	MAIN STORE	951 W PACHECO BLVD	LOS BANOS	CA	Lease	J.C. PENNEY CORPORATION, INC.
1143	MAIN STORE	428 N STATE HWY 19	PALATKA	FL	Lease	J.C. PENNEY CORPORATION, INC.
1148	MAIN STORE	300 MARY ESTHER BLVD	MARY ESTHER	FL	Lease	J.C. PENNEY CORPORATION, INC.
1150	MAIN STORE	STATE HWY 35 AND 36	EATONTOWN	NJ	Fee	J.C. PENNEY PROPERTIES, INC.
1150	INTERCOMPANY LEASE	STATE HWY 35 AND 36	EATONTOWN	NJ	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1152	MAIN STORE	2500 MILTON AVE	JANESVILLE	WI	Lease	J.C. PENNEY CORPORATION, INC.
1153	MAIN STORE	2601 CENTRAL AVE	DODGE CITY	KS	Lease	J.C. PENNEY CORPORATION, INC.
1155	MAIN STORE	1300 E PINECREST DR	MARSHALL	TX	Lease	J.C. PENNEY CORPORATION, INC.
1156	MAIN STORE	4915 CLAREMONT AVE	STOCKTON	CA	Ground Lease	J.C. PENNEY PROPERTIES, INC.
1156	INTERCOMPANY LEASE	4915 CLAREMONT AVE	STOCKTON	CA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1156	SUBLEASE	4915 CLAREMONT AVE	STOCKTON	CA	Sublease (to Third Party)
1158	MAIN STORE	1501 E MAIN	ALICE	TX	Lease	J.C. PENNEY CORPORATION, INC.
1159	MAIN STORE	350 JOHN R JUNKIN DR	NATCHEZ	MS	Lease	J.C. PENNEY CORPORATION, INC.
1161	MAIN STORE	5256 ROUTE 30	GREENSBURG	PA	Fee	J.C. PENNEY PROPERTIES, INC.
1161	INTERCOMPANY LEASE	5256 ROUTE 30	GREENSBURG	PA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1163	MAIN STORE	1375 US 127 S	FRANKFORT	KY	Lease	J.C. PENNEY CORPORATION, INC.
1164	MAIN STORE	2800 S COLUMBIA RD	GRAND FORKS	ND	Lease	J.C. PENNEY CORPORATION, INC.
1165	MAIN STORE	1826-19TH AVE	LEWISTON	ID	Lease	J.C. PENNEY CORPORATION, INC.
1166	MAIN STORE	18900 MICHIGAN AVE (US 12)	DEARBORN	MI	Fee	J.C. PENNEY PROPERTIES, INC. (Land); J.C. PENNEY CORPORATION, INC. (Building)
1166	INTERCOMPANY LEASE	18900 MICHIGAN AVE (US 12)	DEARBORN	MI	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1168	MAIN STORE	14200 E ALAMEDA AVE	AURORA	CO	Fee	J.C. PENNEY PROPERTIES, INC.
1168	INTERCOMPANY LEASE	14200 E ALAMEDA AVE	AURORA	CO	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1170	MAIN STORE	700 QUINTARD DR STE 100	OXFORD	AL	Lease	J.C. PENNEY CORPORATION, INC.
1170	SUBLEASE	700 QUINTARD DR STE 100	OXFORD	AL	Sublease (to Third Party)
1180	MAIN STORE	260 WAYNE TOWNE CTR	WAYNE	NJ	Ground Lease	J.C. PENNEY PROPERTIES, INC.
1180	INTERCOMPANY LEASE	260 WAYNE TOWNE CTR	WAYNE	NJ	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1180	SUBLEASE	260 WAYNE TOWNE CTR	WAYNE	NJ	Sublease (to Third Party)
1188	MAIN STORE	2825 S GLENSTONE AVE STE 200	SPRINGFIELD	MO	Lease	J.C. PENNEY CORPORATION, INC.
1188	SUBLEASE	3402 SOUTH GLENSTONE AVENUE	SPRINGFIELD	MO	Sublease (to Third Party)
1188	HOME STORE	3402 SOUTH GLENSTONE AVENUE	SPRINGFIELD	MO	Lease	J.C. PENNEY CORPORATION, INC.
1190	MAIN STORE	175 YORKTOWN S/C	LOMBARD	IL	Fee	J.C. PENNEY CORPORATION, INC.
1192	MAIN STORE	600 SUNRISE MALL	MASSAPEQUA L I	NY	Ground Lease	J.C. PENNEY CORPORATION, INC.
1195	MAIN STORE	95 N MOORLAND RD	BROOKFIELD	WI	Ground Lease	J.C. PENNEY CORPORATION, INC.
1195	SUBLEASE	95 N MOORLAND RD	BROOKFIELD	WI	Sublease (to Third Party)

Page 12 of 46

Schedule 4.13

REAL ESTATE ASSETS

Store Number	Type/Use	Address	City	State	Real Estate Interest Held (Primary Interest)	Credit Party Holding Real Estate Interest
1198	MAIN STORE	1500 KANSAS AVE	GREAT BEND	KS	Lease	J.C. PENNEY CORPORATION, INC.
1200	FOUNDRY	190 E STACY RD STE 310	ALLEN	TX	Lease	J.C. PENNEY CORPORATION, INC.
1201	FOUNDRY	3211 PRESTON ROAD, SUITE 12	FRISCO	TX	Lease	J.C. PENNEY CORPORATION, INC.
1202	FOUNDRY	2325 SOUTH I35E SUITE 301	LEWISVILLE	TX	Lease	J.C. PENNEY CORPORATION, INC.
1203	FOUNDRY	1101 MELBOURNE RD SUITE 3077	HURST	TX	Lease	J.C. PENNEY CORPORATION, INC.
1204	FOUNDRY	4245 S COOPER ST	ARLINGTON	TX	Lease	J.C. PENNEY CORPORATION, INC.
1205	FOUNDRY	436 N HWY 67	CEDAR HILL	TX	Lease	J.C. PENNEY CORPORATION, INC.
1206	MAIN STORE	6100 SUNRISE BLVD	CITRUS HTS	CA	Fee	J.C. PENNEY CORPORATION, INC.
1206	INTERCOMPANY LEASE	6100 SUNRISE BLVD	CITRUS HTS	CA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1206	SUBLEASE	6100 SUNRISE BLVD	CITRUS HTS	CA	Sublease (to Third Party)
1207	FOUNDRY	11745 W 95TH ST	OVERLAND PARK	KS	Lease	J.C. PENNEY CORPORATION, INC.
1208	MAIN STORE	1122 N UNIVERSITY DR	NACOGDOCHES	TX	Lease	J.C. PENNEY CORPORATION, INC.
1209	FOUNDRY	6941 W 119TH ST	OVERLAND PARK	KS	Lease	J.C. PENNEY CORPORATION, INC.
1210	MAIN STORE	3700 STATE RD 16	LA CROSSE	WI	Lease	J.C. PENNEY CORPORATION, INC.
1212	MAIN STORE	3075 CLAIRTON RD STE 100	WEST MIFFLIN	PA	Ground Lease	J.C. PENNEY PROPERTIES, INC.
1212	INTERCOMPANY LEASE	3075 CLAIRTON RD STE 100	WEST MIFFLIN	PA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1215	FOUNDRY	8922 NW SKYVIEW AVE	KANSAS CITY	MO	Lease	J.C. PENNEY CORPORATION, INC.
1216	FOUNDRY	18801 E 39TH ST S	INDEPENDENCE	MO	Lease	J.C. PENNEY CORPORATION, INC.
1217	MAIN STORE	23 WEST TOWNE MALL	MADISON	WI	Fee	J.C. PENNEY PROPERTIES, INC.
1217	INTERCOMPANY LEASE	23 WEST TOWNE MALL	MADISON	WI	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1217	SUBLEASE	23 WEST TOWNE MALL	MADISON	WI	Sublease (to Third Party)
1220	MAIN STORE	2060 CROSSROADS BLVD STE 189	WATERLOO	IA	Lease	J.C. PENNEY CORPORATION, INC.
1220	SUBLEASE	2060 CROSSROADS BLVD STE 189	WATERLOO	IA	Sublease (to Third Party)
1223	MAIN STORE	24200 LAGUNA HILLS MALL	LAGUNA HILLS	CA	Ground Lease	J.C. PENNEY PROPERTIES, INC.
1223	INTERCOMPANY LEASE	24200 LAGUNA HILLS MALL	LAGUNA HILLS	CA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1223	SUBLEASE	24200 LAGUNA HILLS MALL	LAGUNA HILLS	CA	Sublease (to Third Party)
1226	MAIN STORE	400 PARK CITY S/C	LANCASTER	PA	Lease	J.C. PENNEY CORPORATION, INC.
1226	SUBLEASE	400 PARK CITY S/C	LANCASTER	PA	Sublease (to Third Party)
1228	MAIN STORE	2500 S CENTER ST	MARSHALLTOWN	IA	Lease	J.C. PENNEY CORPORATION, INC.
1229	MAIN STORE	280 HILLCREST DR W	THOUSAND OAKS	CA	Fee	J.C. PENNEY PROPERTIES, INC.
1229	INTERCOMPANY LEASE	280 HILLCREST DR W	THOUSAND OAKS	CA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1229	SUBLEASE	280 HILLCREST DR W	THOUSAND OAKS	CA	Sublease (to Third Party)
1238	MAIN STORE	802 HARDEE RD	KINSTON	NC	Lease	J.C. PENNEY CORPORATION, INC.
1240	MAIN STORE	504 N ADAMS ST	CARROLL	IA	Lease	J.C. PENNEY CORPORATION, INC.
1241	MAIN STORE	100 NORTHRIDGE MALL	SALINAS	CA	Sale Leaseback	J.C. PENNEY CORPORATION, INC.
1241	SUBLEASE	100 NORTHRIDGE MALL	SALINAS	CA	Sublease (to Third Party)
1248	MAIN STORE	4150 S HWY 27	SOMERSET	KY	Lease	J.C. PENNEY CORPORATION, INC.

Page 13 of 46

Schedule 4.13

REAL ESTATE ASSETS

Store Number	Type/Use	Address	City	State	Real Estate Interest Held (Primary Interest)	Credit Party Holding Real Estate Interest
1250	MAIN STORE	757 E LEWIS & CLRK PKY STE 701	CLARKSVILLE	IN	Lease	J.C. PENNEY CORPORATION, INC.
1255	MAIN STORE	2724 EASTLAND MALL	COLUMBUS	OH	Ground Lease	J.C. PENNEY CORPORATION, INC.
1255	SUBLEASE	2724 EASTLAND MALL	COLUMBUS	OH	Sublease (to Third Party)
1256	MAIN STORE	1321 N COLUMBIA CTR BLVD # 100	KENNEWICK	WA	Fee	J.C. PENNEY PROPERTIES, INC.
1256	INTERCOMPANY LEASE	1321 N COLUMBIA CTR BLVD # 100	KENNEWICK	WA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1256	SUBLEASE	1321 N COLUMBIA CTR BLVD # 100	KENNEWICK	WA	Sublease (to Third Party)
1262	MAIN STORE	50 HAMPTON VILLAGE PLAZA	ST LOUIS	MO	Lease	J.C. PENNEY CORPORATION, INC.
1270	MAIN STORE	3939 S CARSON ST	CARSON CITY	NV	Fee	J.C. PENNEY PROPERTIES, INC.
1270	INTERCOMPANY LEASE	3939 S CARSON ST	CARSON CITY	NV	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1274	MAIN STORE	591 BROADWAY	CHULA VISTA	CA	Lease	J.C. PENNEY CORPORATION, INC.
1274	OUTSIDE STOCKROOM	775 ANITA STREET, STE A	CHULA VISTA	CA	Lease	J.C. PENNEY CORPORATION, INC.
1288	MAIN STORE	2200 N MAPLE AVE	RAPID CITY	SD	Lease	J.C. PENNEY CORPORATION, INC.
1292	MAIN STORE	133 N MAIN ST STE 3	ST ALBANS	VT	Lease	J.C. PENNEY CORPORATION, INC.
1296	MAIN STORE	2918 VINE ST STE 2001	HAYS	KS	Lease	J.C. PENNEY CORPORATION, INC.
1296	SUBLEASE	2918 VINE ST STE 2001	HAYS	KS	Sublease (to Third Party)
1302	TBA		MONROEVILLE	PA	Lease	J.C. PENNEY CORPORATION, INC.
1306	MAIN STORE	35000 W WARREN RD	WESTLAND	MI	Ground Lease	J.C. PENNEY PROPERTIES, INC.
1306	INTERCOMPANY LEASE	35000 W WARREN RD	WESTLAND	MI	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1308	MAIN STORE	5000 SHELBYVILLE RD	LOUISVILLE	KY	Ground Lease	J.C. PENNEY CORPORATION, INC.
1313	MAIN STORE	100 HWY 332 W STE 1260	LAKE JACKSON	TX	Lease	J.C. PENNEY CORPORATION, INC.
1315	MAIN STORE	718 NORTHSIDE DR E STE 25	STATESBORO	GA	Lease	J.C. PENNEY CORPORATION, INC.
1319	MAIN STORE	1530 COSHOCTON AVE	MT VERNON	OH	Lease	J.C. PENNEY CORPORATION, INC.
1320	MAIN STORE	3320 SILAS CREEK PKWY STE 460	WINSTON-SALEM	NC	Fee	J.C. PENNEY CORPORATION, INC.
1320	INTERCOMPANY LEASE	3320 SILAS CREEK PKWY STE 460	WINSTON-SALEM	NC	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1320	SUBLEASE	3320 SILAS CREEK PKWY STE 460	WINSTON-SALEM	NC	Sublease (to Third Party)
1321	MAIN STORE	777 E MERRITT ISL CSWY STE 210	MERRITT ISLAND	FL	Lease	J.C. PENNEY CORPORATION, INC.
1321	SUBLEASE	777 E MERRITT ISL CSWY STE 210	MERRITT ISLAND	FL	Sublease (to Third Party)
1322	MAIN STORE	1560 HOUSTONVILLE RD STE 301	DANVILLE	KY	Lease	J.C. PENNEY CORPORATION, INC.
1323	MAIN STORE	5100 GREAT NORTHERN MALL	N OLMSTED	OH	Ground Lease	J.C. PENNEY PROPERTIES, INC.
1323	INTERCOMPANY LEASE	5100 GREAT NORTHERN MALL	N OLMSTED	OH	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1324	MAIN STORE	1118 JAMES AVE	BEDFORD	IN	Lease	J.C. PENNEY CORPORATION, INC.
1327	MAIN STORE	100 FOUR SEASONS TOWN CTR	GREENSBORO	NC	Lease	J.C. PENNEY CORPORATION, INC.
1330	MAIN STORE	5488 S PADRE ISLAND DR STE4000	CORPUS CHRISTI	TX	Lease	J.C. PENNEY CORPORATION, INC.
1330	SUBLEASE	5488 S PADRE ISLAND DR STE4000	CORPUS CHRISTI	TX	Sublease (to Third Party)
1336	MAIN STORE	2175 LINCOLN ST	RHINELANDER	WI	Lease	J.C. PENNEY CORPORATION, INC.
1337	MAIN STORE	100 STONEWOOD ST	DOWNEY	CA	Lease	J.C. PENNEY CORPORATION, INC.
1337	SUBLEASE	100 STONEWOOD ST	DOWNEY	CA	Sublease (to Third Party)
1339	MAIN STORE	101 RANGE LINE STE 250A	JOPLIN	MO	Lease	J.C. PENNEY CORPORATION, INC.

Page 14 of 46

Schedule 4.13

REAL ESTATE ASSETS

Store Number	Type/Use	Address	City	State	Real Estate Interest Held (Primary Interest)	Credit Party Holding Real Estate Interest
1339	SUBLEASE	101 RANGE LINE STE 250A	JOPLIN	MO	Sublease (to Third Party)
1340	MAIN STORE	1240 HICKORY POINT MALL	FORSYTH	IL	Lease	J.C. PENNEY CORPORATION, INC.
1348	MAIN STORE	3560 LAMAR AVE HWY 82	PARIS	TX	Lease	J.C. PENNEY CORPORATION, INC.
1351	MAIN STORE	3100 SW COLLEGE RD	OCALA	FL	Lease	J.C. PENNEY CORPORATION, INC.
1352	MAIN STORE	700 W 14 MILE RD	TROY	MI	Fee	J.C. PENNEY PROPERTIES, INC.
1352	INTERCOMPANY LEASE	700 W 14 MILE RD	TROY	MI	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1360	MAIN STORE	7201 N KENDALL DR	MIAMI	FL	Ground Lease	J.C. PENNEY CORPORATION, INC.
1360	SUBLEASE	8881 SOUTHWEST 107TH AVENUE	MIAMI	FL	Sublease (to Third Party)
1360	HOME STORE	8881 SOUTHWEST 107TH AVENUE	MIAMI	FL	Lease	J.C. PENNEY CORPORATION, INC.
1362	MAIN STORE	1600 A MILLER TRUNK HWY	DULUTH	MN	Lease	J.C. PENNEY CORPORATION, INC.
1362	SUBLEASE	1600 A MILLER TRUNK HWY	DULUTH	MN	Sublease (to Third Party)
1368	MAIN STORE	7507 W CERMAK RD	NORTH RIVERSIDE	IL	Fee	J.C. PENNEY PROPERTIES, INC. (Land); J.C. PENNEY CORPORATION, INC. (Building)
1368	INTERCOMPANY LEASE	7507 W CERMAK RD	NORTH RIVERSIDE	IL	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1373	MAIN STORE	100 S COUNTY CENTER WAY	ST LOUIS	MO	Lease	J.C. PENNEY CORPORATION, INC.
1373	HOME STORE	6933 LINDBERGH BOULEVARD	ST LOUIS	MO	Lease	J.C. PENNEY CORPORATION, INC.
1377	MAIN STORE	607 N BERKELEY BLVD	GOLDSBORO	NC	Lease	J.C. PENNEY CORPORATION, INC.
1377	SUBLEASE	607 N BERKELEY BLVD	GOLDSBORO	NC	Sublease (to Third Party)
1385	MAIN STORE	201 S MAIN ST	BISHOP	CA	Lease	J.C. PENNEY CORPORATION, INC.
1388	MAIN STORE	205 N ORCHARD AVE	UKIAH	CA	Lease	J.C. PENNEY CORPORATION, INC.
1389	MAIN STORE	11801 W 95TH ST	OVERLAND PARK	KS	Ground Lease	J.C. PENNEY CORPORATION, INC.
1389	INTERCOMPANY LEASE	11801 W 95TH ST	OVERLAND PARK	KS	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1389	OUTSIDE STOCKROOM	10602 LACKMAN RD., BLDG. B	LENEXA	KS	Lease	J.C. PENNEY CORPORATION, INC.
1392	MAIN STORE	250 PLAINFIELD RD UNIT 202	WEST LEBANON	NH	Lease	J.C. PENNEY CORPORATION, INC.
1393	MAIN STORE	4257 N MAYO TRAIL	PIKEVILLE	KY	Lease	J.C. PENNEY CORPORATION, INC.
1398	MAIN STORE	23000 EUREKA RD STE A3	TAYLOR	MI	Ground Lease	J.C. PENNEY PROPERTIES, INC.
1398	INTERCOMPANY LEASE	23000 EUREKA RD STE A3	TAYLOR	MI	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1399	MAIN STORE	1700 MARKET LANE	NORFOLK	NE	Lease	J.C. PENNEY CORPORATION, INC.
1405	MAIN STORE	12421 WAYZATA BLVD	MINNETONKA	MN	Fee	J.C. PENNEY PROPERTIES, INC.
1405	INTERCOMPANY LEASE	12421 WAYZATA BLVD	MINNETONKA	MN	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1405	SUBLEASE	12421 WAYZATA BLVD	MINNETONKA	MN	Sublease (to Third Party)
1413	MAIN STORE	3601 S 2700 W	SALT LAKE CITY	UT	Lease	J.C. PENNEY CORPORATION, INC.
1417	MAIN STORE	400 S BALDWIN AVE	ARCADIA	CA	Ground Lease	J.C. PENNEY PROPERTIES, INC.
1419	MAIN STORE	1900 GREEN OAKS RD	FORT WORTH	TX	Fee	J.C. PENNEY PROPERTIES, INC.
1419	INTERCOMPANY LEASE	1900 GREEN OAKS RD	FORT WORTH	TX	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1419	SUBLEASE	1900 GREEN OAKS RD	FORT WORTH	TX	Sublease (to Third Party)
1420	MAIN STORE	3849 S DELSEA DR	VINELAND	NJ	Lease	J.C. PENNEY CORPORATION, INC.
1431	MAIN STORE	2101 BROADWAY	YANKTON	SD	Lease	J.C. PENNEY CORPORATION, INC.
1432	MAIN STORE	14300 LAKESIDE CIR	STERLING HTS	MI	Fee	J.C. PENNEY PROPERTIES, INC.

Page 15 of 46

Schedule 4.13

REAL ESTATE ASSETS

Store Number	Type/Use	Address	City	State	Real Estate Interest Held (Primary Interest)	Credit Party Holding Real Estate Interest
1432	INTERCOMPANY LEASE	14300 LAKESIDE CIR	STERLING HTS	MI	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1433	MAIN STORE	1890 SOUTHLAKE MALL	MERRILLVILLE	IN	Lease	J.C. PENNEY CORPORATION, INC.
1433	SUBLEASE	1890 SOUTHLAKE MALL	MERRILLVILLE	IN	Sublease (to Third Party)
1433	OUTSIDE STOCKROOM	3803 EAST LINCOLN HIGHWAY	MERRILLVILLE	IN	Lease	J.C. PENNEY CORPORATION, INC.
1443	MAIN STORE	245 ST CLAIR SQ	FAIRVIEW HGTS	IL	Ground Lease	J.C. PENNEY PROPERTIES, INC.
1443	INTERCOMPANY LEASE	245 ST CLAIR SQ	FAIRVIEW HGTS	IL	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1443	SUBLEASE	245 ST CLAIR SQ	FAIRVIEW HGTS	IL	Sublease (to Third Party)
1445	MAIN STORE	1 SANGERTOWN SQ STE 55	NEW HARTFORD	NY	Lease	J.C. PENNEY CORPORATION, INC.
1451	MAIN STORE	3340 MALL LOOP DR SPACE 2	JOLIET	IL	Fee	J.C. PENNEY PROPERTIES, INC.
1451	INTERCOMPANY LEASE	3340 MALL LOOP DR SPACE 2	JOLIET	IL	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1455	MAIN STORE	1850 APPLE BLOSSOM DR	WINCHESTER	VA	Lease	J.C. PENNEY CORPORATION, INC.
1462	MAIN STORE	6699 SPRINGFIELD MALL	SPRINGFIELD	VA	Fee	J.C. PENNEY PROPERTIES, INC.
1462	INTERCOMPANY LEASE	6699 SPRINGFIELD MALL	SPRINGFIELD	VA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1467	MAIN STORE	5500 BUCKEYSTOWN PIKE	FREDERICK	MD	Lease	J.C. PENNEY CORPORATION, INC.
1475	MAIN STORE	27001 US HWY 19 N	CLEARWATER	FL	Fee	J.C. PENNEY PROPERTIES, INC.
1475	INTERCOMPANY LEASE	27001 US HWY 19 N	CLEARWATER	FL	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1475	SUBLEASE	27001 US HWY 19 N	CLEARWATER	FL	Sublease (to Third Party)
1480	MAIN STORE	4510 E CACTUS RD	PHOENIX	AZ	Fee	J.C. PENNEY PROPERTIES, INC.
1480	INTERCOMPANY LEASE	4510 E CACTUS RD	PHOENIX	AZ	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1481	MAIN STORE	201 WESTSHORE PLAZA	TAMPA	FL	Lease	J.C. PENNEY CORPORATION, INC.
1481	SUBLEASE	201 WESTSHORE PLAZA	TAMPA	FL	Sublease (to Third Party)
1487	MAIN STORE	1129 N BALDWIN AVE STE 200	MARION	IN	Lease	J.C. PENNEY CORPORATION, INC.
1489	MAIN STORE	5522 SHAFFER RD STE 09	DU BOIS	PA	Lease	J.C. PENNEY CORPORATION, INC.
1493	MAIN STORE	100 FRANKLIN ST UNIT F	WESTERLY	RI	Lease	J.C. PENNEY CORPORATION, INC.
1503	MAIN STORE	1925 E MARKET ST	HARRISONBURG	VA	Lease	J.C. PENNEY CORPORATION, INC.
1505	MAIN STORE	1203 PLAZA DR	WEST COVINA	CA	Fee	J.C. PENNEY PROPERTIES, INC.
1505	INTERCOMPANY LEASE	1203 PLAZA DR	WEST COVINA	CA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1505	SUBLEASE	1203 PLAZA DR	WEST COVINA	CA	Sublease (to Third Party)
1509	MAIN STORE	800 CODDINGTOWN CTR	SANTA ROSA	CA	Lease	J.C. PENNEY CORPORATION, INC.
1509	SUBLEASE	800 CODDINGTOWN CTR	SANTA ROSA	CA	Sublease (to Third Party)
1510	MAIN STORE	1303 NIAGARA FALLS BLVD	AMHERST	NY	Fee	J.C. PENNEY PROPERTIES, INC.
1510	INTERCOMPANY LEASE	1303 NIAGARA FALLS BLVD	AMHERST	NY	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1510	SUBLEASE	1303 NIAGARA FALLS BLVD	AMHERST	NY	Sublease (to Third Party)
1512	MAIN STORE	1228 MAIN ST	DELANO	CA	Lease	J.C. PENNEY CORPORATION, INC.
1514	MAIN STORE	303 301 BLVD W STE 701	BRADENTON	FL	Lease	J.C. PENNEY CORPORATION, INC.
1514	SUBLEASE	303 301 BLVD W STE 701	BRADENTON	FL	Sublease (to Third Party)
1529	MAIN STORE	755 STATE RT 18 STE 600	E BRUNSWICK	NJ	Fee	J.C. PENNEY PROPERTIES, INC.

Page 16 of 46

Schedule 4.13

REAL ESTATE ASSETS

Store Number	Type/Use	Address	City	State	Real Estate Interest Held (Primary Interest)	Credit Party Holding Real Estate Interest
1529	INTERCOMPANY LEASE	755 STATE RT 18 STE 600	E BRUNSWICK	NJ	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1529	SUBLEASE	755 STATE RT 18 STE 600	E BRUNSWICK	NJ	Sublease (to Third Party)
1531	MAIN STORE	2300 E LINCOLN HWY	LANGHORNE	PA	Lease	J.C. PENNEY CORPORATION, INC.
1531	SUBLEASE	2300 E LINCOLN HWY	LANGHORNE	PA	Sublease (to Third Party)
1535	MAIN STORE	101 CLEARVIEW CIRCLE	BUTLER	PA	Lease	J.C. PENNEY CORPORATION, INC.
1539	MAIN STORE	555 W GRAND AVE STE M-1	WISCONSIN RAPIDS	WI	Lease	J.C. PENNEY CORPORATION, INC.
1542	MAIN STORE	7601 S CICERO AVE	CHICAGO	IL	Lease	J.C. PENNEY CORPORATION, INC.
1543	MAIN STORE	3203 BROADWAY	QUINCY	IL	Lease	J.C. PENNEY CORPORATION, INC.
1559	MAIN STORE	2400 EDGEWOOD RD SW	CEDAR RAPIDS	IA	Lease	J.C. PENNEY CORPORATION, INC.
1572	MAIN STORE	6000 S HANNUM AVE	CULVER CITY	CA	Fee	J.C. PENNEY PROPERTIES, INC.
1572	INTERCOMPANY LEASE	6000 S HANNUM AVE	CULVER CITY	CA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1580	MAIN STORE	3225 28TH ST SE	GRAND RAPIDS	MI	Fee	J.C. PENNEY PROPERTIES, INC.
1580	INTERCOMPANY LEASE	3225 28TH ST SE	GRAND RAPIDS	MI	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1580	SUBLEASE	3225 28TH ST SE	GRAND RAPIDS	MI	Sublease (to Third Party)
1587	MAIN STORE	550 S GEAR AVE	W BURLINGTON	IA	Lease	J.C. PENNEY CORPORATION, INC.
1589	MAIN STORE	3575 MAPLE AVE	ZANESVILLE	OH	Lease	J.C. PENNEY CORPORATION, INC.
1590	MAIN STORE	4600 W KELLOGG RD	WICHITA	KS	Fee	J.C. PENNEY PROPERTIES, INC.
1590	INTERCOMPANY LEASE	4600 W KELLOGG RD	WICHITA	KS	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1591	MAIN STORE	22 CLIFTON COUNTRY RD STE 2	CLIFTON PARK	NY	Lease	J.C. PENNEY CORPORATION, INC.
1600	MAIN STORE	1400 SOUTHLAKE MALL	MORROW	GA	Fee	J.C. PENNEY PROPERTIES, INC.
1600	INTERCOMPANY LEASE	1400 SOUTHLAKE MALL	MORROW	GA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1603	MAIN STORE	4217 SIX FORKS RD STE 100	RALEIGH	NC	Lease	J.C. PENNEY CORPORATION, INC.
1612	MAIN STORE	1551 VALLEY WEST DR	W DES MOINES	IA	Lease	J.C. PENNEY CORPORATION, INC.
1612	HOME STORE	10201 UNIVERSITY AVENUE	CLIVE	IA	Lease	J.C. PENNEY CORPORATION, INC.
1614	MAIN STORE	5100 MONTCLAIR PLAZA LANE	MONTCLAIR	CA	Lease	J.C. PENNEY CORPORATION, INC.
1618	MAIN STORE	25 MIRACLE MILE DR	ROCHESTER	NY	Ground Lease	J.C. PENNEY PROPERTIES, INC.
1618	INTERCOMPANY LEASE	25 MIRACLE MILE DR	ROCHESTER	NY	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1623	MAIN STORE	27150 NOVI RD	NOVI	MI	Fee	J.C. PENNEY PROPERTIES, INC.
1623	INTERCOMPANY LEASE	27150 NOVI RD	NOVI	MI	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1628	MAIN STORE	1607 3RD AVE W	DICKINSON	ND	Lease	J.C. PENNEY CORPORATION, INC.
1635	MAIN STORE	1826 S MAIN ST	MARYVILLE	MO	Lease	J.C. PENNEY CORPORATION, INC.
1650	MAIN STORE	301 COX CREEK PKWY (RT 133)	FLORENCE	AL	Lease	J.C. PENNEY CORPORATION, INC.
1674	MAIN STORE	800 MALL DRIVE	BARBOURSVILLE	WV	Fee	J.C. PENNEY PROPERTIES, INC.
1674	INTERCOMPANY LEASE	800 MALL DRIVE	BARBOURSVILLE	WV	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1679	MAIN STORE	110 E MAIN ST	CUT BANK	MT	Lease	J.C. PENNEY CORPORATION, INC.
1693	MAIN STORE	1400 N TURNER ST	HOBBS	NM	Lease	J.C. PENNEY CORPORATION, INC.
1698	MAIN STORE	5000 FREDERICA ST	OWENSBORO	KY	Lease	J.C. PENNEY CORPORATION, INC.

Page 17 of 46

Schedule 4.13

REAL ESTATE ASSETS

Store Number	Type/Use	Address	City	State	Real Estate Interest Held (Primary Interest)	Credit Party Holding Real Estate Interest
1704	MAIN STORE	4803 OUTER LOOP RD	LOUISVILLE	KY	Fee	J.C. PENNEY PROPERTIES, INC.
1704	INTERCOMPANY LEASE	4803 OUTER LOOP RD	LOUISVILLE	KY	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1717	MAIN STORE	115 TIMES SQ MALL	MT VERNON	IL	Lease	J.C. PENNEY CORPORATION, INC.
1722	MAIN STORE	840 MILL CREEK MALL	ERIE	PA	Lease	J.C. PENNEY CORPORATION, INC.
1722	SUBLEASE	840 MILL CREEK MALL	ERIE	PA	Sublease (to Third Party)
1736	MAIN STORE	1649 E BROAD ST	STATESVILLE	NC	Lease	J.C. PENNEY CORPORATION, INC.
1738	MAIN STORE	1051 GREEN ACRES MALL	VALLEY STREAM L I	NY	Lease	J.C. PENNEY CORPORATION, INC.
1749	MAIN STORE	2400 RICHMOND RD STE 61	TEXARKANA	TX	Lease	J.C. PENNEY CORPORATION, INC.
1751	MAIN STORE	205 W BLACKSTOCK RD STE 8	SPARTANBURG	SC	Lease	J.C. PENNEY CORPORATION, INC.
1761	MAIN STORE	502 GARDEN STATE PLAZA	PARAMUS	NJ	Lease	J.C. PENNEY CORPORATION, INC.
1775	MAIN STORE	850 KIRKWOOD MALL	BISMARCK	ND	Lease	J.C. PENNEY CORPORATION, INC.
1778	MAIN STORE	2200 N TUSTIN ST	ORANGE	CA	Lease	J.C. PENNEY CORPORATION, INC.
1779	MAIN STORE	300 STROUD MALL	STROUDSBURG	PA	Lease	J.C. PENNEY CORPORATION, INC.
1781	MAIN STORE	2115 W ROOSEVELT BLVD	MONROE	NC	Lease	J.C. PENNEY CORPORATION, INC.
1783	MAIN STORE	1224 E TIPTON ST	SEYMOUR	IN	Lease	J.C. PENNEY CORPORATION, INC.
1786	MAIN STORE	1701 MACFARLAND BLVD E	TUSCALOOSA	AL	Ground Lease	J.C. PENNEY PROPERTIES, INC.
1786	INTERCOMPANY LEASE	1701 MACFARLAND BLVD E	TUSCALOOSA	AL	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1787	MAIN STORE	1500 CANTON RD	AKRON	OH	Lease	J.C. PENNEY CORPORATION, INC.
1794	MAIN STORE	4400 MEADOWS LANE	LAS VEGAS	NV	Fee	J.C. PENNEY PROPERTIES, INC.
1794	INTERCOMPANY LEASE	4400 MEADOWS LANE	LAS VEGAS	NV	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1794	HOME STORE	910 S. RAINBOW BOULEVARD	LAS VEGAS	NV	Lease	J.C. PENNEY CORPORATION, INC.
1800	MAIN STORE	265 PINE AVE	SNOHOMISH	WA	Lease	J.C. PENNEY CORPORATION, INC.
1800	ADDITIONAL SPACE	203 CYPRESS	SNOHOMISH	WA	Lease	J.C. PENNEY CORPORATION, INC.
1811	MAIN STORE	21840 S HAWTHORNE BLVD	TORRANCE	CA	Lease	J.C. PENNEY CORPORATION, INC.
1816	MAIN STORE	7850 MENTOR AVE STE 930	MENTOR	OH	Lease	J.C. PENNEY CORPORATION, INC.
1823	MAIN STORE	8900 NE VANCOUVER MALL DR	VANCOUVER	WA	Fee	J.C. PENNEY PROPERTIES, INC.
1823	INTERCOMPANY LEASE	8900 NE VANCOUVER MALL DR	VANCOUVER	WA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1829	MAIN STORE	1442 US HWY 45 N	COLUMBUS	MS	Lease	J.C. PENNEY CORPORATION, INC.
1831	MAIN STORE	406 W 5TH AVE	ANCHORAGE	AK	Fee	J.C. PENNEY CORPORATION, INC.
1831	SUBLEASE	406 W 5TH AVE	ANCHORAGE	AK	Sublease (to Third Party)
1831	SUBLEASE	406 W 5TH AVE	ANCHORAGE	AK	Sublease (to Third Party)
1831	FURNITURE OUTLET	406 W 5TH AVE	ANCHORAGE	AK	Fee	J.C. PENNEY CORPORATION, INC.
1832	MAIN STORE	3236 KIRKWOOD HWY	WILMINGTON	DE	Lease	J.C. PENNEY CORPORATION, INC.
1832	SUBLEASE	3236 KIRKWOOD HWY	WILMINGTON	DE	Sublease (to Third Party)
1842	MAIN STORE	2115 S MOONEY BLVD	VISALIA	CA	Sale Leaseback	J.C. PENNEY CORPORATION, INC.
1844	MAIN STORE	340 SOUTHLAND MALL	HAYWARD	CA	Lease	J.C. PENNEY CORPORATION, INC.
1844	SUBLEASE	340 SOUTHLAND MALL	HAYWARD	CA	Sublease (to Third Party)
1845	MAIN STORE	305 LIBERTY ST NE	SALEM	OR	Lease	J.C. PENNEY CORPORATION, INC.

Page 18 of 46

Schedule 4.13

REAL ESTATE ASSETS

Store Number	Type/Use	Address	City	State	Real Estate Interest Held (Primary Interest)	Credit Party Holding Real Estate Interest
1847	MAIN STORE	1200 E BROAD AVE	ROCKINGHAM	NC	Lease	J.C. PENNEY CORPORATION, INC.
1853	MAIN STORE	4300 TUSCARAWAS ST W	CANTON	OH	Lease	J.C. PENNEY CORPORATION, INC.
1853	SUBLEASE	4300 TUSCARAWAS ST W	CANTON	OH	Sublease (to Third Party)
1858	MAIN STORE	1075 N BRIDGE ST	CHILLICOTHE	OH	Lease	J.C. PENNEY CORPORATION, INC.
1859	MAIN STORE	2400 ELIDA RD	LIMA	OH	Lease	J.C. PENNEY CORPORATION, INC.
1859	SUBLEASE	2400 ELIDA RD	LIMA	OH	Sublease (to Third Party)
1860	MAIN STORE	4199 NATIONAL RD E	RICHMOND	IN	Lease	J.C. PENNEY CORPORATION, INC.
1862	MAIN STORE	4125 CLEVELAND AVE STE 903	FORT MYERS	FL	Lease	J.C. PENNEY CORPORATION, INC.
1862	SUBLEASE	4125 CLEVELAND AVE STE 903	FORT MYERS	FL	Sublease (to Third Party)
1865	MAIN STORE	1501 WARD BLVD STE 300	WILSON	NC	Lease	J.C. PENNEY CORPORATION, INC.
1867	MAIN STORE	117 S 25TH ST STE 1	FORT DODGE	IA	Lease	J.C. PENNEY CORPORATION, INC.
1868	MAIN STORE	420 HUCK FINN S/C	HANNIBAL	MO	Lease	J.C. PENNEY CORPORATION, INC.
1869	MAIN STORE	8200 PERRY HALL BLVD	BALTIMORE	MD	Fee	J.C. PENNEY PROPERTIES, INC.
1869	INTERCOMPANY LEASE	8200 PERRY HALL BLVD	BALTIMORE	MD	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1869	OUTSIDE STOCKROOM	9341 PHILADELPHIA ROAD, SUITE I-J	BALTIMORE	MD	Lease	J.C. PENNEY CORPORATION, INC.
1870	MAIN STORE	3702 FREDERICK AVE STE 7	ST JOSEPH	MO	Lease	J.C. PENNEY CORPORATION, INC.
1871	MAIN STORE	1321 S BROADWAY	SANTA MARIA	CA	Lease	J.C. PENNEY CORPORATION, INC.
1874	MAIN STORE	4101 W DIVISION ST	ST CLOUD	MN	Lease	J.C. PENNEY CORPORATION, INC.
1876	MAIN STORE	1603 E EMPIRE ST	BLOOMINGTON	IL	Lease	J.C. PENNEY CORPORATION, INC.
1880	MAIN STORE	1050 E 23RD ST	FREMONT	NE	Lease	J.C. PENNEY CORPORATION, INC.
1886	MAIN STORE	1300 N MILLER ST	WENATCHEE	WA	Lease	J.C. PENNEY CORPORATION, INC.
1891	MAIN STORE	3015 HWY 29 S	ALEXANDRIA	MN	Lease	J.C. PENNEY CORPORATION, INC.
1899	MAIN STORE	4621 EASTGATE BLVD	CINCINNATI	OH	Fee	J.C. PENNEY PROPERTIES, INC.
1899	INTERCOMPANY LEASE	4621 EASTGATE BLVD	CINCINNATI	OH	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1900	MAIN STORE	714 GREENVILLE BLVD	GREENVILLE	NC	Lease	J.C. PENNEY CORPORATION, INC.
1900	SUBLEASE	714 GREENVILLE BLVD	GREENVILLE	NC	Sublease (to Third Party)
1902	MAIN STORE	4500 MIDWAY MALL	ELYRIA	OH	Lease	J.C. PENNEY CORPORATION, INC.
1902	SUBLEASE	4500 MIDWAY MALL	ELYRIA	OH	Sublease (to Third Party)
1908	MAIN STORE	2910 N ELM ST	LUMBERTON	NC	Lease	J.C. PENNEY CORPORATION, INC.
1909	MAIN STORE	1801 PALM BCH LKES BLVD STE 300	WEST PALM BEACH	FL	Lease	J.C. PENNEY CORPORATION, INC.
1909	SUBLEASE	1801 PALM BCH LKES BLVD STE 300	WEST PALM BEACH	FL	Sublease (to Third Party)
1911	MAIN STORE	90 LEE JACKSON HWY STE 1268	STAUNTON	VA	Lease	J.C. PENNEY CORPORATION, INC.
1917	MAIN STORE	880 N MILITARY HWY	NORFOLK	VA	Fee	J.C. PENNEY CORPORATION, INC.
1919	MAIN STORE	3100 M L KING JR BLVD STE 29	NEW BERN	NC	Lease	J.C. PENNEY CORPORATION, INC.
1923	MAIN STORE	2230 EASTRIDGE LOOP	SAN JOSE	CA	Lease	J.C. PENNEY CORPORATION, INC.
1923	SUBLEASE	2230 EASTRIDGE LOOP	SAN JOSE	CA	Sublease (to Third Party)
1924	MAIN STORE	900 EASTWOOD MALL	NILES	OH	Lease	J.C. PENNEY CORPORATION, INC.

Page 19 of 46

Schedule 4.13

REAL ESTATE ASSETS

Store Number	Type/Use	Address	City	State	Real Estate Interest Held (Primary Interest)	Credit Party Holding Real Estate Interest
1927	MAIN STORE	PO BOX 6002	VIENNA	WV	Lease	J.C. PENNEY CORPORATION, INC.
1928	MAIN STORE	4000 FT CAMPBELL BLVD	HOPKINSVILLE	KY	Lease	J.C. PENNEY CORPORATION, INC.
1928	SUBLEASE	4000 FT CAMPBELL BLVD	HOPKINSVILLE	KY	Sublease (to Third Party)
1930	MAIN STORE	2400 ROOSEVELT RD	MARINETTE	WI	Lease	J.C. PENNEY CORPORATION, INC.
1932	MAIN STORE	555 E SHAW AVE	FRESNO	CA	Sale Leaseback	J.C. PENNEY CORPORATION, INC.
1932	HOME STORE	7490 N. BLACKSTONE AVE.	FRESNO	CA	Lease	J.C. PENNEY CORPORATION, INC.
1934	MAIN STORE	1350 N MAIN ST	LOGAN	UT	Lease	J.C. PENNEY CORPORATION, INC.
1935	MAIN STORE	2825 W MAIN ST STE C	BOZEMAN	MT	Lease	J.C. PENNEY CORPORATION, INC.
1936	MAIN STORE	7401 MARKET ST	BOARDMAN	OH	Lease	J.C. PENNEY CORPORATION, INC.
1936	SUBLEASE	7401 MARKET ST	BOARDMAN	OH	Sublease (to Third Party)
1937	MAIN STORE	990 W 41ST ST	HIBBING	MN	Lease	J.C. PENNEY CORPORATION, INC.
1939	MAIN STORE	7000 TYRONE SQ	ST PETERSBURG	FL	Lease	J.C. PENNEY CORPORATION, INC.
1939	SUBLEASE	7000 TYRONE SQ	ST PETERSBURG	FL	Sublease (to Third Party)
1940	MAIN STORE	5350 S 76TH ST	GREENDALE	WI	Fee	J.C. PENNEY CORPORATION, INC.
1942	MAIN STORE	90 W COUNTY CTR	DES PERES	MO	Fee	J.C. PENNEY CORPORATION, INC.
1943	MAIN STORE	1105 MELBOURNE DR	HURST	TX	Lease	J.C. PENNEY CORPORATION, INC.
1943	SUBLEASE	1105 MELBOURNE DR	HURST	TX	Sublease (to Third Party)
1944	MAIN STORE	700 BROADWAY AVE E STE 1	MATTOON	IL	Lease	J.C. PENNEY CORPORATION, INC.
1945	MAIN STORE	2625 SCOTTSVILLE RD STE 40	BOWLING GREEN	KY	Lease	J.C. PENNEY CORPORATION, INC.
1948	MAIN STORE	3 WOODFIELD MALL	SCHAUMBURG	IL	Fee	J.C. PENNEY CORPORATION, INC.
1948	SUBLEASE	3 WOODFIELD MALL	SCHAUMBURG	IL	Sublease (to Third Party)
1950	MAIN STORE	6987 FRIARS RD	SAN DIEGO	CA	Ground Lease	J.C. PENNEY CORPORATION, INC.
1950	SUBLEASE	6987 FRIARS RD	SAN DIEGO	CA	Sublease (to Third Party)
1951	MAIN STORE	3401 DONNELL DR	FORESTVILLE	MD	Fee	J.C. PENNEY PROPERTIES, INC.
1951	INTERCOMPANY LEASE	3401 DONNELL DR	FORESTVILLE	MD	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1953	MAIN STORE	1655 W 49TH ST STE 1200	HIALEAH	FL	Lease	J.C. PENNEY CORPORATION, INC.
1955	MAIN STORE	1 SUSQUEHANNA VALLEY MALL DR	SELINSGROVE	PA	Lease	J.C. PENNEY CORPORATION, INC.
1956	MAIN STORE	8000 W BROWARD BLVD STE 900	PLANTATION	FL	Fee	J.C. PENNEY CORPORATION, INC.
1957	MAIN STORE	200 SOUTHDALE CTR	EDINA	MN	Fee	J.C. PENNEY CORPORATION, INC.
1957	SUBLEASE	200 SOUTHDALE CTR	EDINA	MN	Sublease (to Third Party)
1958	MAIN STORE	6455 EASTEX FRWY	BEAUMONT	TX	Fee	J.C. PENNEY PROPERTIES, INC.
1958	INTERCOMPANY LEASE	6455 EASTEX FRWY	BEAUMONT	TX	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1959	MAIN STORE	1122 EL CAMINO REAL	SAN BRUNO	CA	Fee	J.C. PENNEY CORPORATION, INC.
1960	MAIN STORE	3605 GALLERIA AT TYLER	RIVERSIDE	CA	Fee	J.C. PENNEY PROPERTIES, INC.
1960	INTERCOMPANY LEASE	3605 GALLERIA AT TYLER	RIVERSIDE	CA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1961	MAIN STORE	5111 ROGERS AVE	FORT SMITH	AR	Lease	J.C. PENNEY CORPORATION, INC.
1961	SUBLEASE	5111 ROGERS AVE	FORT SMITH	AR	Sublease (to Third Party)

Page 20 of 46

Schedule 4.13

REAL ESTATE ASSETS

Store Number	Type/Use	Address	City	State	Real Estate Interest Held (Primary Interest)	Credit Party Holding Real Estate Interest
1962	MAIN STORE	4840 BRIARCLIFF RD NE	ATLANTA	GA	Sale Leaseback	J.C. PENNEY CORPORATION, INC.
1963	MAIN STORE	320 W KIMBERLY RD STE 409	DAVENPORT	IA	Fee	J.C. PENNEY PROPERTIES, INC.
1963	INTERCOMPANY LEASE	320 W KIMBERLY RD STE 409	DAVENPORT	IA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1963	SUBLEASE	320 W KIMBERLY RD STE 409	DAVENPORT	IA	Sublease (to Third Party)
1965	MAIN STORE	1000 RIVERGATE PKWY STE 3	GOODLETTSVILLE	TN	Fee	J.C. PENNEY CORPORATION, INC.
1965	SUBLEASE	1000 RIVERGATE PKWY STE 3	GOODLETTSVILLE	TN	Sublease (to Third Party)
1968	MAIN STORE	34 WYOMING VALLEY MALL	WILKES BARRE	PA	Lease	J.C. PENNEY CORPORATION, INC.
1968	SUBLEASE	34 WYOMING VALLEY MALL	WILKES BARRE	PA	Sublease (to Third Party)
1970	MAIN STORE	1475 UPPER VALLEY PIKE	SPRINGFIELD	OH	Lease	J.C. PENNEY CORPORATION, INC.
1970	SUBLEASE	1475 UPPER VALLEY PIKE	SPRINGFIELD	OH	Sublease (to Third Party)
1971	MAIN STORE	4545 TRANSIT RD	WILLIAMSVILLE	NY	Lease	J.C. PENNEY CORPORATION, INC.
1971	SUBLEASE	4545 TRANSIT RD	WILLIAMSVILLE	NY	Sublease (to Third Party)
1972	MAIN STORE	4201 COLDWATER RD	FORT WAYNE	IN	Lease	J.C. PENNEY CORPORATION, INC.
1972	SUBLEASE	4201 COLDWATER RD	FORT WAYNE	IN	Sublease (to Third Party)
1975	MAIN STORE	301 NORTHGATE MALL	CHATTANOOGA	TN	Sale Leaseback	J.C. PENNEY CORPORATION, INC.
1975	SUBLEASE	301 NORTHGATE MALL	CHATTANOOGA	TN	Sublease (to Third Party)
1976	MAIN STORE	2400 10TH ST SW	MINOT	ND	Lease	J.C. PENNEY CORPORATION, INC.
1977	MAIN STORE	1500 APALACHEE PKWY	TALLAHASSEE	FL	Ground Lease	J.C. PENNEY CORPORATION, INC.
1979	MAIN STORE	3535 S LINDEN RD	FLINT	MI	Fee	J.C. PENNEY PROPERTIES, INC.
1979	INTERCOMPANY LEASE	3535 S LINDEN RD	FLINT	MI	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1980	MAIN STORE	6501 N GRAPE RD	MISHAWAKA	IN	Lease	J.C. PENNEY CORPORATION, INC.
1980	HOME STORE	7207 GRAPE ROAD	MISHAWAKA	IN	Lease	J.C. PENNEY CORPORATION, INC.
1981	MAIN STORE	2901 BROOKS ST	MISSOULA	MT	Fee	J.C. PENNEY PROPERTIES, INC.
1981	INTERCOMPANY LEASE	2901 BROOKS ST	MISSOULA	MT	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1982	MAIN STORE	6580 S WESTNEDGE AVE	PORTAGE	MI	Fee	J.C. PENNEY PROPERTIES, INC.
1982	INTERCOMPANY LEASE	6580 S WESTNEDGE AVE	PORTAGE	MI	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1983	MAIN STORE	428 WOODBRIDGE CTR DR	WOODBRIDGE	NJ	Fee	J.C. PENNEY PROPERTIES, INC.
1983	INTERCOMPANY LEASE	428 WOODBRIDGE CTR DR	WOODBRIDGE	NJ	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1983	SUBLEASE	428 WOODBRIDGE CTR DR	WOODBRIDGE	NJ	Sublease (to Third Party)
1985	MAIN STORE	550 CENTER ST	AUBURN	ME	Lease	J.C. PENNEY CORPORATION, INC.
1987	MAIN STORE	2400 N COLUMBIA ST (US 441N)	MILLEDGEVILLE	GA	Lease	J.C. PENNEY CORPORATION, INC.
1989	MAIN STORE	6000 SUNSET MALL	SAN ANGELO	TX	Fee	J.C. PENNEY PROPERTIES, INC.
1989	INTERCOMPANY LEASE	6000 SUNSET MALL	SAN ANGELO	TX	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
1991	MAIN STORE	99 BENNINGTON SQ	BENNINGTON	VT	Lease	J.C. PENNEY CORPORATION, INC.
1992	MAIN STORE	320 BYPASS 72 NW STE A	GREENWOOD	SC	Lease	J.C. PENNEY CORPORATION, INC.
1993	MAIN STORE	2011 N ROAN ST	JOHNSON CITY	TN	Lease	J.C. PENNEY CORPORATION, INC.
1994	MAIN STORE	3902 13TH AVE SW STE 200	FARGO	ND	Lease	J.C. PENNEY CORPORATION, INC.

Page 21 of 46

Schedule 4.13

REAL ESTATE ASSETS

Store Number	Type/Use	Address	City	State	Real Estate Interest Held (Primary Interest)	Credit Party Holding Real Estate Interest
1995	MAIN STORE	503 E IVES ST STE 200	MARSHFIELD	WI	Lease	J.C. PENNEY CORPORATION, INC.
1997	MAIN STORE	40 BATAVIA CITY CTR	BATAVIA	NY	Lease	J.C. PENNEY CORPORATION, INC.
1998	MAIN STORE	4600 N US HWY 89	FLAGSTAFF	AZ	Lease	J.C. PENNEY CORPORATION, INC.
2006	MAIN STORE	3600 COUNTRY CLUB DR STOP 4	JEFFERSON CITY	MO	Fee	J.C. PENNEY PROPERTIES, INC.
2006	INTERCOMPANY LEASE	3600 COUNTRY CLUB DR STOP 4	JEFFERSON CITY	MO	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2006	ADDITIONAL SPACE	3600 COUNTRY CLUB DRIVE	JEFFERSON CITY	MO	Lease	J.C. PENNEY CORPORATION, INC.
2008	MAIN STORE	2 FREEDOM MALL	ROME	NY	Lease	J.C. PENNEY CORPORATION, INC.
2010	MAIN STORE	7900 DAY DR	PARMA	OH	Lease	J.C. PENNEY CORPORATION, INC.
2011	MAIN STORE	18601 33RD AVE W	LYNNWOOD	WA	Fee	J.C. PENNEY PROPERTIES, INC.
2011	INTERCOMPANY LEASE	18601 33RD AVE W	LYNNWOOD	WA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2015	MAIN STORE	626 BOLL WEEVIL CIR	ENTERPRISE	AL	Lease	J.C. PENNEY CORPORATION, INC.
2018	MAIN STORE	200 SW C AVE	LAWTON	OK	Lease	J.C. PENNEY CORPORATION, INC.
2020	MAIN STORE	1930 S LOOP 256	PALESTINE	TX	Lease	J.C. PENNEY CORPORATION, INC.
2021	MAIN STORE	6001 W WACO DR	WACO	TX	Lease	J.C. PENNEY CORPORATION, INC.
2022	MAIN STORE	367 RUSSELL ST STE A	HADLEY	MA	Lease	J.C. PENNEY CORPORATION, INC.
2024	MAIN STORE	1639 E RIO RD	CHARLOTTESVILLE	VA	Fee	J.C. PENNEY PROPERTIES, INC.
2024	INTERCOMPANY LEASE	1639 E RIO RD	CHARLOTTESVILLE	VA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2025	MAIN STORE	800 N GREEN RIVER RD	EVANSVILLE	IN	Lease	J.C. PENNEY CORPORATION, INC.
2025	HOME STORE	MORGAN AVE (HWY 62) & GREEN RIVER RD	EVANSVILLE	IN	Lease	J.C. PENNEY CORPORATION, INC.
2029	MAIN STORE	901 S BOONE ST	ABERDEEN	WA	Lease	J.C. PENNEY CORPORATION, INC.
2034	MAIN STORE	105 CROSSROADS MALL	MT HOPE	WV	Lease	J.C. PENNEY CORPORATION, INC.
2036	MAIN STORE	4511 N MIDKIFF RD	MIDLAND	TX	Fee	J.C. PENNEY PROPERTIES, INC.
2036	INTERCOMPANY LEASE	4511 N MIDKIFF RD	MIDLAND	TX	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2038	MAIN STORE	1180 BLOWING ROCK RD	BOONE	NC	Lease	J.C. PENNEY CORPORATION, INC.
2039	MAIN STORE	1410 SPARTA ST	MCMINNVILLE	TN	Lease	J.C. PENNEY CORPORATION, INC.
2040	MAIN STORE	2901 S CAPITOL OF TEXAS HWY	AUSTIN	TX	Fee	J.C. PENNEY PROPERTIES, INC.
2040	INTERCOMPANY LEASE	2901 S CAPITOL OF TEXAS HWY	AUSTIN	TX	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2042	MAIN STORE	400 SPOTSYLVANIA MALL	FREDERICKSBURG	VA	Lease	J.C. PENNEY CORPORATION, INC.
2043	MAIN STORE	STATE HWY M-26	HOUGHTON	MI	Lease	J.C. PENNEY CORPORATION, INC.
2044	MAIN STORE	2334 OAKLAND AVE STE 8	INDIANA	PA	Lease	J.C. PENNEY CORPORATION, INC.
2045	MAIN STORE	2400 8TH AVE SW STE A1	JAMESTOWN	ND	Lease	J.C. PENNEY CORPORATION, INC.
2046	MAIN STORE	1615 N HARRISON AVE	PIERRE	SD	Lease	J.C. PENNEY CORPORATION, INC.
2047	MAIN STORE	2121 US HWY 1 S STE A	ST AUGUSTINE	FL	Lease	J.C. PENNEY CORPORATION, INC.
2048	MAIN STORE	901 11TH AVE SW STE 34	SPENCER	IA	Lease	J.C. PENNEY CORPORATION, INC.
2049	MAIN STORE	126 JACKSON ST	STERLING	CO	Lease	J.C. PENNEY CORPORATION, INC.
2051	MAIN STORE	120 WASHINGTON AVE EXT STE 40	ALBANY	NY	Lease	J.C. PENNEY CORPORATION, INC.
2052	MAIN STORE	22631 RT 68 STE 10	CLARION	PA	Lease	J.C. PENNEY CORPORATION, INC.

Page 22 of 46

Schedule 4.13

REAL ESTATE ASSETS

Store Number	Type/Use	Address	City	State	Real Estate Interest Held (Primary Interest)	Credit Party Holding Real Estate Interest
2055	MAIN STORE	821 N CENTRAL EXPWY	PLANO	TX	Fee	J.C. PENNEY PROPERTIES, INC.
2055	INTERCOMPANY LEASE	821 N CENTRAL EXPWY	PLANO	TX	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2058	MAIN STORE	1400 DELL RANGE BLVD	CHEYENNE	WY	Lease	J.C. PENNEY CORPORATION, INC.
2059	MAIN STORE	5801 BECKLEY RD	BATTLE CREEK	MI	Fee	J.C. PENNEY PROPERTIES, INC.
2059	INTERCOMPANY LEASE	5801 BECKLEY RD	BATTLE CREEK	MI	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2060	MAIN STORE	7804 ABERCORN ST	SAVANNAH	GA	Lease	J.C. PENNEY CORPORATION, INC.
2062	MAIN STORE	101 WASHINGTON ST	WAUSAU	WI	Lease	J.C. PENNEY CORPORATION, INC.
2063	MAIN STORE	RT 23 (RD 2)	ONEONTA	NY	Lease	J.C. PENNEY CORPORATION, INC.
2064	MAIN STORE	4501 CENTRAL AVE STE 103	HOT SPRINGS NAT PK	AR	Lease	J.C. PENNEY CORPORATION, INC.
2065	MAIN STORE	5304 W SAGINAW ST	LANSING	MI	Lease	J.C. PENNEY CORPORATION, INC.
2066	MAIN STORE	1982 W GRAND RIVER AVE STE 135	OKEMOS	MI	Lease	J.C. PENNEY CORPORATION, INC.
2067	MAIN STORE	1860 W MICHIGAN AVE	JACKSON	MI	Lease	J.C. PENNEY CORPORATION, INC.
2068	MAIN STORE	1800 FOUR SEASONS BLVD	HENDERSONVILLE	NC	Lease	J.C. PENNEY CORPORATION, INC.
2069	MAIN STORE	8001 S ORANGE BLOSSOM STE 700	ORLANDO	FL	Lease	J.C. PENNEY CORPORATION, INC.
2071	MAIN STORE	19525 BISCAYNE BLVD	AVENTURA	FL	Lease	J.C. PENNEY CORPORATION, INC.
2074	MAIN STORE	1910 WELLS RD	ORANGE PARK	FL	Lease	J.C. PENNEY CORPORATION, INC.
2076	MAIN STORE	2338 US 23 S	ALPENA	MI	Lease	J.C. PENNEY CORPORATION, INC.
2079	MAIN STORE	325 PIEDMONT DR	DANVILLE	VA	Lease	J.C. PENNEY CORPORATION, INC.
2080	MAIN STORE	4601 E MAIN ST	FARMINGTON	NM	Lease	J.C. PENNEY CORPORATION, INC.
2083	MAIN STORE	401 LEE ST E	CHARLESTON	WV	Fee	J.C. PENNEY PROPERTIES, INC.
2083	INTERCOMPANY LEASE	401 LEE ST E	CHARLESTON	WV	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2085	MAIN STORE	1500 N RIVERSIDE AVE	MEDFORD	OR	Lease	J.C. PENNEY CORPORATION, INC.
2086	MAIN STORE	5101 HINKLEVILLE RD STE 800	PADUCAH	KY	Lease	J.C. PENNEY CORPORATION, INC.
2089	MAIN STORE	905 N 12TH ST STE 10	MIDDLESBORO	KY	Lease	J.C. PENNEY CORPORATION, INC.
2091	MAIN STORE	700 MAINE MALL RD	SOUTH PORTLAND	ME	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2091	INTERCOMPANY LEASE	700 MAINE MALL RD	SOUTH PORTLAND	ME	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2092	MAIN STORE	1700 W NEW HAVEN AVE	MELBOURNE	FL	Lease	J.C. PENNEY CORPORATION, INC.
2093	MAIN STORE	700 TELSHOR BLVD STE 2000	LAS CRUCES	NM	Lease	J.C. PENNEY CORPORATION, INC.
2096	MAIN STORE	72900 HWY 111	PALM DESERT	CA	Fee	J.C. PENNEY PROPERTIES, INC.
2096	INTERCOMPANY LEASE	72900 HWY 111	PALM DESERT	CA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2098	MAIN STORE	101 FOOTHILLS MALL	MARYVILLE	TN	Lease	J.C. PENNEY CORPORATION, INC.
2099	MAIN STORE	2320 E 17TH ST	IDAHO FALLS	ID	Lease	J.C. PENNEY CORPORATION, INC.
2100	MAIN STORE	1111 JACKSON AVE W	OXFORD	MS	Lease	J.C. PENNEY CORPORATION, INC.
2101	MAIN STORE	1300 ULSTER AVE MALL STE 210	KINGSTON	NY	Lease	J.C. PENNEY CORPORATION, INC.
2102	MAIN STORE	1695 ANNAPOLIS MALL	ANNAPOLIS	MD	Fee	J.C. PENNEY PROPERTIES, INC.
2102	INTERCOMPANY LEASE	1695 ANNAPOLIS MALL	ANNAPOLIS	MD	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2103	MAIN STORE	455 S BIBB ST	EAGLE PASS	TX	Lease	J.C. PENNEY CORPORATION, INC.

Page 23 of 46

Schedule 4.13

REAL ESTATE ASSETS

Store Number	Type/Use	Address	City	State	Real Estate Interest Held (Primary Interest)	Credit Party Holding Real Estate Interest
2104	MAIN STORE	7925 FM 1960 RD STE 7000	HOUSTON	TX	Fee	J.C. PENNEY PROPERTIES, INC.
2104	INTERCOMPANY LEASE	7925 FM 1960 RD STE 7000	HOUSTON	TX	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2105	MAIN STORE	6834 WESLEY ST STE C	GREENVILLE	TX	Lease	J.C. PENNEY CORPORATION, INC.
2108	MAIN STORE	2000 SAN JACINTO MALL	BAYTOWN	TX	Fee	J.C. PENNEY PROPERTIES, INC.
2108	INTERCOMPANY LEASE	2000 SAN JACINTO MALL	BAYTOWN	TX	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2109	MAIN STORE	300 BELLEVUE SQ	BELLEVUE	WA	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2109	INTERCOMPANY LEASE	300 BELLEVUE SQ	BELLEVUE	WA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2110	MAIN STORE	2100 S W S YOUNG DR STE 2000	KILLEEN	TX	Fee	J.C. PENNEY PROPERTIES, INC.
2110	INTERCOMPANY LEASE	2100 S W S YOUNG DR STE 2000	KILLEEN	TX	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2115	MAIN STORE	2000 MARTIN LUTHER KING JR BLV	PANAMA CITY	FL	Fee	J.C. PENNEY CORPORATION, INC.
2119	MAIN STORE	922 RIVER FALLS ST	ANDALUSIA	AL	Lease	J.C. PENNEY CORPORATION, INC.
2121	MAIN STORE	4125 W OWEN K GARRIOTT RD	ENID	OK	Lease	J.C. PENNEY CORPORATION, INC.
2122	MAIN STORE	2500 W STATE ST STE 118	ALLIANCE	OH	Lease	J.C. PENNEY CORPORATION, INC.
2123	MAIN STORE	2950 E TEXAS AVE	BOSSIER CITY	LA	Fee	J.C. PENNEY CORPORATION, INC.
2123	ADDITIONAL SPACE	2950 EAST TEXAS AVENUE	BOSSIER CITY	LA	Lease	J.C. PENNEY CORPORATION, INC.
2124	MAIN STORE	3035 KNOXVILLE CENTER DR STE O	KNOXVILLE	TN	Lease	J.C. PENNEY CORPORATION, INC.
2125	MAIN STORE	3505 PEMBERTON SQ BLVD STE B	VICKSBURG	MS	Lease	J.C. PENNEY CORPORATION, INC.
2130	MAIN STORE	10177 N KINGS HWY	MYRTLE BEACH	SC	Lease	J.C. PENNEY CORPORATION, INC.
2131	MAIN STORE	5901 UNIVERSITY DR	HUNTSVILLE	AL	Lease	J.C. PENNEY CORPORATION, INC.
2132	MAIN STORE	2076 9TH ST N	NAPLES	FL	Lease	J.C. PENNEY CORPORATION, INC.
2135	MAIN STORE	4501 N MAIN ST STE 9	ROSWELL	NM	Lease	J.C. PENNEY CORPORATION, INC.
2136	MAIN STORE	1600 11TH AVE	HELENA	MT	Lease	J.C. PENNEY CORPORATION, INC.
2137	MAIN STORE	3100 HWY 365	PORT ARTHUR	TX	Lease	J.C. PENNEY CORPORATION, INC.
2138	MAIN STORE	850 HARTFORD PIKE UNIT C	WATERFORD	CT	Lease	J.C. PENNEY CORPORATION, INC.
2139	MAIN STORE	9303 W ATLANTIC BLVD	CORAL SPRINGS	FL	Lease	J.C. PENNEY CORPORATION, INC.
2140	MAIN STORE	2006 S EXPY 83	HARLINGEN	TX	Fee	J.C. PENNEY PROPERTIES, INC.
2140	INTERCOMPANY LEASE	2006 S EXPY 83	HARLINGEN	TX	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2143	MAIN STORE	2230 S MARKET ST	BRENHAM	TX	Lease	J.C. PENNEY CORPORATION, INC.
2144	MAIN STORE	555 JOHN F KENNEDY RD	DUBUQUE	IA	Lease	J.C. PENNEY CORPORATION, INC.
2147	MAIN STORE	1605 SOUTH FIRST STREET	WILLMAR	MN	Lease	J.C. PENNEY CORPORATION, INC.
2152	MAIN STORE	2390 CHESTNUT ST	ORANGEBURG	SC	Lease	J.C. PENNEY CORPORATION, INC.
2153	MAIN STORE	1041 SPRING LANE	SANFORD	NC	Lease	J.C. PENNEY CORPORATION, INC.
2157	MAIN STORE	100 S FEDERAL AVE STE 118A	MASON CITY	IA	Lease	J.C. PENNEY CORPORATION, INC.
2158	MAIN STORE	810 S CASS ST	CORINTH	MS	Lease	J.C. PENNEY CORPORATION, INC.
2159	MAIN STORE	801 N CONGRESS AVE	BOYNTON BEACH	FL	Lease	J.C. PENNEY CORPORATION, INC.
2160	MAIN STORE	5453 W 88TH AVE	WESTMINSTER	CO	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2160	INTERCOMPANY LEASE	5453 W 88TH AVE	WESTMINSTER	CO	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.

Page 24 of 46

Schedule 4.13

REAL ESTATE ASSETS

Store Number	Type/Use	Address	City	State	Real Estate Interest Held (Primary Interest)	Credit Party Holding Real Estate Interest
2163	MAIN STORE	200 RIVER OAKS DR	CALUMET CITY	IL	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2163	INTERCOMPANY LEASE	200 RIVER OAKS DR	CALUMET CITY	IL	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2165	MAIN STORE	120 N DARTMOUTH MALL	NORTH DARTMOUTH	MA	Lease	J.C. PENNEY CORPORATION, INC.
2166	MAIN STORE	1810 FORT JONES RD	YREKA	CA	Lease	J.C. PENNEY CORPORATION, INC.
2168	MAIN STORE	1200 E COUNTY LINE RD, SUITE 500	RIDGELAND	MS	Fee	J.C. PENNEY PROPERTIES, INC.
2168	INTERCOMPANY LEASE	1200 E COUNTY LINE RD, SUITE 500	RIDGELAND	MS	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2169	MAIN STORE	7701 W I-40 STE 600	AMARILLO	TX	Fee	J.C. PENNEY PROPERTIES, INC.
2169	INTERCOMPANY LEASE	7701 W I-40 STE 600	AMARILLO	TX	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2171	MAIN STORE	290 E VIA RANCHO PKWY	ESCONDIDO	CA	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2171	INTERCOMPANY LEASE	290 E VIA RANCHO PKWY	ESCONDIDO	CA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2172	MAIN STORE	1600 TOWN CENTER DR	MONTEBELLO	CA	Fee	J.C. PENNEY PROPERTIES, INC.
2172	INTERCOMPANY LEASE	1600 TOWN CENTER DR	MONTEBELLO	CA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2173	MAIN STORE	ONE MALL BLVD	BRUNSWICK	GA	Fee	J.C. PENNEY PROPERTIES, INC.
2173	INTERCOMPANY LEASE	ONE MALL BLVD	BRUNSWICK	GA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2175	MAIN STORE	4761 PECANLAND MALL DR	MONROE	LA	Fee	J.C. PENNEY PROPERTIES, INC.
2175	INTERCOMPANY LEASE	4761 PECANLAND MALL DR	MONROE	LA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2176	MAIN STORE	101 MANHATTAN CTR	MANHATTAN	KS	Lease	J.C. PENNEY CORPORATION, INC.
2177	MAIN STORE	4832 VALLEY VIEW BLVD NW	ROANOKE	VA	Fee	J.C. PENNEY PROPERTIES, INC.
2177	INTERCOMPANY LEASE	4832 VALLEY VIEW BLVD NW	ROANOKE	VA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2178	MAIN STORE	8106 N NAVARRO ST	VICTORIA	TX	Fee	J.C. PENNEY PROPERTIES, INC.
2178	INTERCOMPANY LEASE	8106 N NAVARRO ST	VICTORIA	TX	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2183	MAIN STORE	12335 JAMES ST	HOLLAND	MI	Lease	J.C. PENNEY CORPORATION, INC.
2184	MAIN STORE	1500 HARVEY RD	COLLEGE STATION	TX	Fee	J.C. PENNEY PROPERTIES, INC.
2184	INTERCOMPANY LEASE	1500 HARVEY RD	COLLEGE STATION	TX	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2185	MAIN STORE	4301 W WISCONSIN AVE	APPLETON	WI	Fee	J.C. PENNEY PROPERTIES, INC.
2185	INTERCOMPANY LEASE	4301 W WISCONSIN AVE	APPLETON	WI	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2188	MAIN STORE	60 ELM PLAZA	WATERVILLE	ME	Lease	J.C. PENNEY CORPORATION, INC.
2189	MAIN STORE	300 A AVE W	OSKALOOSA	IA	Lease	J.C. PENNEY CORPORATION, INC.
2190	MAIN STORE	224 N LOGAN BLVD	BURNHAM	PA	Lease	J.C. PENNEY CORPORATION, INC.
2192	MAIN STORE	1500 E 11TH ST STE 1000	HUTCHINSON	KS	Lease	J.C. PENNEY CORPORATION, INC.
2196	MAIN STORE	201 S WASHINGTON ST	OWOSSO	MI	Lease	J.C. PENNEY CORPORATION, INC.
2197	MAIN STORE	2302 E KANSAS AVE	GARDEN CITY	KS	Lease	J.C. PENNEY CORPORATION, INC.
2198	MAIN STORE	2206 S BALTIMORE ST	KIRKSVILLE	MO	Lease	J.C. PENNEY CORPORATION, INC.
2203	MAIN STORE	1700 NORMAN DR	VALDOSTA	GA	Lease	J.C. PENNEY CORPORATION, INC.
2204	MAIN STORE	1704 N DIXIE HWY	ELIZABETHTOWN	KY	Lease	J.C. PENNEY CORPORATION, INC.
2207	MAIN STORE	2813 N PRINCE ST	CLOVIS	NM	Lease	J.C. PENNEY CORPORATION, INC.
2209	MAIN STORE	2501 MING AVE	BAKERSFIELD	CA	Ground Lease	J.C. PENNEY PROPERTIES, INC.

Page 25 of 46

Schedule 4.13

REAL ESTATE ASSETS

Store Number	Type/Use	Address	City	State	Real Estate Interest Held (Primary Interest)	Credit Party Holding Real Estate Interest
2209	INTERCOMPANY LEASE	2501 MING AVE	BAKERSFIELD	CA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2210	MAIN STORE	1600 INDUSTRIAL RD	EMPORIA	KS	Lease	J.C. PENNEY CORPORATION, INC.
2211	MAIN STORE	2350 SE WASHINGTON BLVD	BARTLESVILLE	OK	Lease	J.C. PENNEY CORPORATION, INC.
2213	MAIN STORE	301 N POPLAR	SEARCY	AR	Lease	J.C. PENNEY CORPORATION, INC.
2217	MAIN STORE	3140 VIRGINIA AVE	CONNERSVILLE	IN	Lease	J.C. PENNEY CORPORATION, INC.
2218	MAIN STORE	2300 RIVERCHASE GALLERIA	HOOVER	AL	Fee	J.C. PENNEY PROPERTIES, INC.
2218	INTERCOMPANY LEASE	2300 RIVERCHASE GALLERIA	HOOVER	AL	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2219	MAIN STORE	150 NORTHSHORE BLVD	SLIDELL	LA	Lease	J.C. PENNEY CORPORATION, INC.
2220	MAIN STORE	2700 LAKE RD	DYERSBURG	TN	Lease	J.C. PENNEY CORPORATION, INC.
2223	MAIN STORE	1801 N MAIN ST STE 14	MITCHELL	SD	Lease	J.C. PENNEY CORPORATION, INC.
2224	MAIN STORE	2 FINANCIAL PLAZA STE 100	HUNTSVILLE	TX	Lease	J.C. PENNEY CORPORATION, INC.
2225	MAIN STORE	1500 N CLINTON ST	DEFIANCE	OH	Lease	J.C. PENNEY CORPORATION, INC.
2229	MAIN STORE	PO BOX 29526	SANTA FE	NM	Fee	J.C. PENNEY PROPERTIES, INC.
2229	INTERCOMPANY LEASE	PO BOX 29526	SANTA FE	NM	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2231	MAIN STORE	311 JACKSONVILLE MALL	JACKSONVILLE	NC	Lease	J.C. PENNEY CORPORATION, INC.
2232	MAIN STORE	5065 MAIN ST	TRUMBULL	CT	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2232	INTERCOMPANY LEASE	5065 MAIN ST	TRUMBULL	CT	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2233	MAIN STORE	6945 US 322	CRANBERRY	PA	Lease	J.C. PENNEY CORPORATION, INC.
2237	MAIN STORE	6931 S MEMORIAL DR	TULSA	OK	Fee	J.C. PENNEY CORPORATION, INC.
2237	HOME STORE	10303-B EAST 71ST ST SOUTH	TULSA	OK	Lease	J.C. PENNEY CORPORATION, INC.
2238	MAIN STORE	1513 N KANSAS AVE	LIBERAL	KS	Lease	J.C. PENNEY CORPORATION, INC.
2239	MAIN STORE	2259 S 9TH ST	SALINA	KS	Lease	J.C. PENNEY CORPORATION, INC.
2240	MAIN STORE	201 SKYLINE DR STE 7	CONWAY	AR	Lease	J.C. PENNEY CORPORATION, INC.
2241	MAIN STORE	20 N MAIN ST	KALISPELL	MT	Lease	J.C. PENNEY CORPORATION, INC.
2243	MAIN STORE	300 BONNER MALL WAY STE 60	PONDERAY	ID	Lease	J.C. PENNEY CORPORATION, INC.
2244	MAIN STORE	1019 S WASHINGTON ST	NORTH ATTLEBORO	MA	Lease	J.C. PENNEY CORPORATION, INC.
2246	MAIN STORE	2001 SOUTH RD (RT 9)	POUGHKEEPSIE	NY	Lease	J.C. PENNEY CORPORATION, INC.
2247	MAIN STORE	310 DANIEL WEBSTER HWY STE 103	NASHUA	NH	Fee	J.C. PENNEY PROPERTIES, INC.
2247	INTERCOMPANY LEASE	292 DANIEL WEBSTER HWY	NASHUA	NH	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2247	HOME STORE	292 DANIEL WEBSTER HWY	NASHUA	NH	Lease	J.C. PENNEY CORPORATION, INC.
2247	OUTSIDE STOCKROOM	14 CELINA AVENUE	NASHUA	NH	Lease	J.C. PENNEY CORPORATION, INC.
2250	MAIN STORE	50 FOX RUN RD STE 35	NEWINGTON	NH	Fee	J.C. PENNEY PROPERTIES, INC.
2250	INTERCOMPANY LEASE	50 FOX RUN RD STE 35	NEWINGTON	NH	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2251	MAIN STORE	1935 JAKE ALEXANDER BLVD W	SALISBURY	NC	Lease	J.C. PENNEY CORPORATION, INC.
2256	MAIN STORE	7 BACKUS AVE	DANBURY	CT	Fee	J.C. PENNEY PROPERTIES, INC.
2256	INTERCOMPANY LEASE	7 BACKUS AVE	DANBURY	CT	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2257	MAIN STORE	2701 DAVID H MCLEOD BLVD	FLORENCE	SC	Lease	J.C. PENNEY CORPORATION, INC.
2258	MAIN STORE	3450 WRIGHTSBORO RD	AUGUSTA	GA	Fee	J.C. PENNEY PROPERTIES, INC.

Page 26 of 46

Schedule 4.13

REAL ESTATE ASSETS

Store Number	Type/Use	Address	City	State	Real Estate Interest Held (Primary Interest)	Credit Party Holding Real Estate Interest
2258	INTERCOMPANY LEASE	3450 WRIGHTSBORO RD	AUGUSTA	GA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2259	MAIN STORE	1100 WESLEYAN BLVD	ROCKY MOUNT	NC	Lease	J.C. PENNEY CORPORATION, INC.
2262	MAIN STORE	301 N LINCOLN RD STE 100	ESCANABA	MI	Lease	J.C. PENNEY CORPORATION, INC.
2263	MAIN STORE	1006 ROSS PARK MALL DR	PITTSBURGH	PA	Fee	J.C. PENNEY PROPERTIES, INC.
2263	INTERCOMPANY LEASE	1006 ROSS PARK MALL DR	PITTSBURGH	PA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2265	MAIN STORE	2901 PINES MALL DR STE A	PINE BLUFF	AR	Fee	J.C. PENNEY PROPERTIES, INC.
2265	INTERCOMPANY LEASE	2901 PINES MALL DR STE A	PINE BLUFF	AR	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2266	MAIN STORE	2080 GREELEY MALL	GREELEY	CO	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2266	INTERCOMPANY LEASE	2080 GREELEY MALL	GREELEY	CO	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2268	INTERCOMPANY LEASE	2080 GREELEY MALL	GREELEY	CO	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2270	MAIN STORE	771 S 30TH ST	HEATH	OH	Lease	J.C. PENNEY CORPORATION, INC.
2271	MAIN STORE	1635 OXFORD ST	WORTHINGTON	MN	Lease	J.C. PENNEY CORPORATION, INC.
2272	MAIN STORE	160 TYLER RD	RED WING	MN	Lease	J.C. PENNEY CORPORATION, INC.
2274	MAIN STORE	2801 GUTHRIE HWY STE 500	CLARKSVILLE	TN	Lease	J.C. PENNEY CORPORATION, INC.
2275	MAIN STORE	1615 POLE LINE RD E	TWIN FALLS	ID	Lease	J.C. PENNEY CORPORATION, INC.
2276	MAIN STORE	1260 GIBSON RD	WOODLAND	CA	Lease	J.C. PENNEY CORPORATION, INC.
2279	MAIN STORE	4901 N KICKAPOO AVE STE 4000	SHAWNEE	OK	Fee	J.C. PENNEY PROPERTIES, INC.
2279	INTERCOMPANY LEASE	4901 N KICKAPOO AVE STE 4000	SHAWNEE	OK	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2281	MAIN STORE	1724 VETERANS BLVD	MCCOMB	MS	Lease	J.C. PENNEY CORPORATION, INC.
2282	MAIN STORE	1600 RIVER VALLEY CIR N	LANCASTER	OH	Lease	J.C. PENNEY CORPORATION, INC.
2283	MAIN STORE	600 RANDOLPH MALL	ASHEBORO	NC	Lease	J.C. PENNEY CORPORATION, INC.
2284	MAIN STORE	2301 W WORLEY	COLUMBIA	MO	Fee	J.C. PENNEY PROPERTIES, INC.
2284	INTERCOMPANY LEASE	2301 W WORLEY	COLUMBIA	MO	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2286	MAIN STORE	21017 SALMON RUN MALL LOOP E	WATERTOWN	NY	Lease	J.C. PENNEY CORPORATION, INC.
2287	MAIN STORE	4405 BLACK HORSE PIKE	MAYS LANDING	NJ	Fee	J.C. PENNEY PROPERTIES, INC.
2287	INTERCOMPANY LEASE	4405 BLACK HORSE PIKE	MAYS LANDING	NJ	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2288	MAIN STORE	501 N MAIN ST STE 118	MUSKOGEE	OK	Lease	J.C. PENNEY CORPORATION, INC.
2290	MAIN STORE	6 SOUTHPARK MALL	COLONIAL HTS	VA	Fee	J.C. PENNEY PROPERTIES, INC.
2290	INTERCOMPANY LEASE	6 SOUTHPARK MALL	COLONIAL HEIGHTS	VA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2290	HOME STORE	6 SOUTHPARK MALL	COLONIAL HEIGHTS	VA	Ground Lease	J.C. PENNEY CORPORATION, INC.
2290	HOME STORE	6 SOUTHPARK MALL	COLONIAL HEIGHTS	VA	Lease	J.C. PENNEY CORPORATION, INC.
2294	MAIN STORE	1480 CONCORD PKWY N	CONCORD	NC	Lease	J.C. PENNEY CORPORATION, INC.
2296	MAIN STORE	814 NC 24 27 BYP E	ALBEMARLE	NC	Lease	J.C. PENNEY CORPORATION, INC.
2297	MAIN STORE	10 MALL DR W	JERSEY CITY	NJ	Fee	J.C. PENNEY PROPERTIES, INC.
2297	INTERCOMPANY LEASE	10 MALL DR W	JERSEY CITY	NJ	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2298	MAIN STORE	311 THREE RIVERS DR	KELSO	WA	Lease	J.C. PENNEY CORPORATION, INC.
2299	MAIN STORE	2874 FRONTAGE RD	WARSAW	IN	Lease	J.C. PENNEY CORPORATION, INC.
2300	MAIN STORE	415 NEW RIVER RD	CHRISTIANSBURG	VA	Lease	J.C. PENNEY CORPORATION, INC.

Page 27 of 46

Schedule 4.13

REAL ESTATE ASSETS

Store Number	Type/Use	Address	City	State	Real Estate Interest Held (Primary Interest)	Credit Party Holding Real Estate Interest
2303	MAIN STORE	1970 US HWY 70 SE	HICKORY	NC	Fee	J.C. PENNEY PROPERTIES, INC.
2303	INTERCOMPANY LEASE	1970 US HWY 70 SE	HICKORY	NC	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2304	MAIN STORE	1821 SW WANAMAKER RD	TOPEKA	KS	Fee	J.C. PENNEY PROPERTIES, INC.
2304	INTERCOMPANY LEASE	1821 SW WANAMAKER RD	TOPEKA	KS	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2305	MAIN STORE	2550 E MORRIS BLVD	MORRISTOWN	TN	Lease	J.C. PENNEY CORPORATION, INC.
2309	MAIN STORE	3382 NW FEDERAL HWY	JENSEN BEACH	FL	Lease	J.C. PENNEY CORPORATION, INC.
2311	MAIN STORE	1600 N JACKSON ST	TULLAHOMA	TN	Lease	J.C. PENNEY CORPORATION, INC.
2312	MAIN STORE	300 N MILWAUKEE ST	BOISE	ID	Fee	J.C. PENNEY PROPERTIES, INC.
2312	INTERCOMPANY LEASE	300 N MILWAUKEE ST	BOISE	ID	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2313	MAIN STORE	60 SMITHFIELD BLVD	PLATTSBURGH	NY	Lease	J.C. PENNEY CORPORATION, INC.
2316	MAIN STORE	2601 DAWSON RD	ALBANY	GA	Fee	J.C. PENNEY PROPERTIES, INC.
2316	INTERCOMPANY LEASE	2601 DAWSON RD	ALBANY	GA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2317	MAIN STORE	400 MILL AVE SE STE C2	NEW PHILADELPHIA	OH	Lease	J.C. PENNEY CORPORATION, INC.
2320	MAIN STORE	8501 W BOWLES AVE	LITTLETON	CO	Fee	J.C. PENNEY CORPORATION, INC.
2322	MAIN STORE	1858 SERVICE DR	WINONA	MN	Sale Leaseback	J.C. PENNEY CORPORATION, INC.
2324	MAIN STORE	435 E CLIFTY DR	MADISON	IN	Lease	J.C. PENNEY CORPORATION, INC.
2326	MAIN STORE	732 FREEMAN LANE	GRASS VALLEY	CA	Lease	J.C. PENNEY CORPORATION, INC.
2327	MAIN STORE	10 BELLIS FAIR PKWY	BELLINGHAM	WA	Fee	J.C. PENNEY PROPERTIES, INC.
2327	INTERCOMPANY LEASE	10 BELLIS FAIR PKWY	BELLINGHAM	WA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2329	MAIN STORE	800-50 NEW LOUDON RD	LATHAM	NY	Lease	J.C. PENNEY CORPORATION, INC.
2331	MAIN STORE	1800 TIFFIN AVE	FINDLAY	OH	Lease	J.C. PENNEY CORPORATION, INC.
2332	MAIN STORE	655 CHESHIRE RD	LANESBOROUGH	MA	Lease	J.C. PENNEY CORPORATION, INC.
2333	MAIN STORE	225 COLUMBIA MALL DR	BLOOMSBURG	PA	Lease	J.C. PENNEY CORPORATION, INC.
2334	MAIN STORE	3020 US HWY 41 W	MARQUETTE	MI	Lease	J.C. PENNEY CORPORATION, INC.
2338	MAIN STORE	6000 TOWN EAST MALL	MESQUITE	TX	Fee	J.C. PENNEY CORPORATION, INC.
2339	MAIN STORE	1015 W WILL ROGERS	CLAREMORE	OK	Lease	J.C. PENNEY CORPORATION, INC.
2341	MAIN STORE	63455 N HWY 97 STE 93	BEND	OR	Lease	J.C. PENNEY CORPORATION, INC.
2342	MAIN STORE	282 BERLIN MALL RD UNIT 19	BERLIN	VT	Lease	J.C. PENNEY CORPORATION, INC.
2343	MAIN STORE	987 E ASH ST	PIQUA	OH	Lease	J.C. PENNEY CORPORATION, INC.
2344	MAIN STORE	1007 N PINE ST	DERIDDER	LA	Lease	J.C. PENNEY CORPORATION, INC.
2345	MAIN STORE	480 MAYBERRY MALL	MOUNT AIRY	NC	Lease	J.C. PENNEY CORPORATION, INC.
2346	MAIN STORE	3 S TUNNEL RD	ASHEVILLE	NC	Fee	J.C. PENNEY PROPERTIES, INC.
2346	INTERCOMPANY LEASE	3 S TUNNEL RD	ASHEVILLE	NC	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2347	MAIN STORE	1441 TAMIAMI TRAIL	PORT CHARLOTTE	FL	Lease	J.C. PENNEY CORPORATION, INC.
2348	MAIN STORE	2252 25TH ST	COLUMBUS	IN	Lease	J.C. PENNEY CORPORATION, INC.
2349	MAIN STORE	3300 S AIRPORT RD W	TRAVERSE CITY	MI	Fee	J.C. PENNEY PROPERTIES, INC.
2349	INTERCOMPANY LEASE	3300 S AIRPORT RD W	TRAVERSE CITY	MI	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.

Page 28 of 46

Schedule 4.13

REAL ESTATE ASSETS

Store Number	Type/Use	Address	City	State	Real Estate Interest Held (Primary Interest)	Credit Party Holding Real Estate Interest
2353	MAIN STORE	10315 SILVERDALE WAY NW.	SILVERDALE	WA	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2353	INTERCOMPANY LEASE	10315 SILVERDALE WAY NW.	SILVERDALE	WA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2354	MAIN STORE	2010 YAKIMA VALLEY HWY J-1	SUNNYSIDE	WA	Lease	J.C. PENNEY CORPORATION, INC.
2356	MAIN STORE	1414 SOUTHERN HILLS CTR	WEST PLAINS	MO	Lease	J.C. PENNEY CORPORATION, INC.
2357	MAIN STORE	1350 PILGRIM LN	PLYMOUTH	IN	Lease	J.C. PENNEY CORPORATION, INC.
2358	MAIN STORE	1810 S WEST AVE	FREEPORT	IL	Lease	J.C. PENNEY CORPORATION, INC.
2361	MAIN STORE	2308 N SALISBURY BLVD	SALISBURY	MD	Lease	J.C. PENNEY CORPORATION, INC.
2364	MAIN STORE	3 WALDEN GALLERIA DR	CHEEKTOWAGA	NY	Lease	J.C. PENNEY CORPORATION, INC.
2367	MAIN STORE	6000 MAHONING AVE	YOUNGSTOWN	OH	Lease	J.C. PENNEY CORPORATION, INC.
2368	MAIN STORE	200 W HANLEY AVE	COEUR D ALENE	ID	Lease	J.C. PENNEY CORPORATION, INC.
2369	MAIN STORE	3501 W MAIN ST	NORMAN	OK	Lease	J.C. PENNEY CORPORATION, INC.
2370	MAIN STORE	4200 PORTSMOUTH BLVD	CHESAPEAKE	VA	Lease	J.C. PENNEY CORPORATION, INC.
2372	MAIN STORE	328 ROBERT SMALLS PKWY	BEAUFORT	SC	Lease	J.C. PENNEY CORPORATION, INC.
2373	MAIN STORE	1752 W REELFOOT AVE	UNION CITY	TN	Lease	J.C. PENNEY CORPORATION, INC.
2374	MAIN STORE	1750 E RED CLIFFS DR	ST GEORGE	UT	Lease	J.C. PENNEY CORPORATION, INC.
2375	MAIN STORE	150 RICHLAND SQ	RICHLAND CENTER	WI	Lease	J.C. PENNEY CORPORATION, INC.
2376	MAIN STORE	2 STRATFORD SQ MALL	BLOOMINGDALE	IL	Lease	J.C. PENNEY CORPORATION, INC.
2381	MAIN STORE	300 GREENVILLE W DR STE 1	GREENVILLE	MI	Lease	J.C. PENNEY CORPORATION, INC.
2382	MAIN STORE	1550 N MITCHELL ST	CADILLAC	MI	Lease	J.C. PENNEY CORPORATION, INC.
2385	MAIN STORE	1199 COLUSA AVE	YUBA CITY	CA	Lease	J.C. PENNEY CORPORATION, INC.
2386	MAIN STORE	9560 MALL RD	MORGANTOWN	WV	Lease	J.C. PENNEY CORPORATION, INC.
2388	MAIN STORE	1131 W RANCHO VISTA BLVD	PALMDALE	CA	Fee	J.C. PENNEY PROPERTIES, INC.
2388	INTERCOMPANY LEASE	1131 W RANCHO VISTA BLVD	PALMDALE	CA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2389	MAIN STORE	2899 WHITEFORD RD STE 286	YORK	PA	Lease	J.C. PENNEY CORPORATION, INC.
2390	MAIN STORE	1353 TUSCULUM BLVD	GREENEVILLE	TN	Lease	J.C. PENNEY CORPORATION, INC.
2391	MAIN STORE	300 CASCADE MALL DR	BURLINGTON	WA	Lease	J.C. PENNEY CORPORATION, INC.
2392	MAIN STORE	1600 N STATE RT 50	BOURBONNAIS	IL	Fee	J.C. PENNEY PROPERTIES, INC.
2392	INTERCOMPANY LEASE	1600 N STATE RT 50	BOURBONNAIS	IL	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2395	MAIN STORE	3315 6TH AVE SE	ABERDEEN	SD	Lease	J.C. PENNEY CORPORATION, INC.
2396	MAIN STORE	3225 STATE RT 364 STE 165	CANANDAIGUA	NY	Lease	J.C. PENNEY CORPORATION, INC.
2397	MAIN STORE	1200 HWY 22-PHILLIPSBURG MALL	PHILLIPSBURG	NJ	Lease	J.C. PENNEY CORPORATION, INC.
2398	MAIN STORE	900 COMMONS DR STE 900	DOTHAN	AL	Fee	J.C. PENNEY PROPERTIES, INC.
2398	INTERCOMPANY LEASE	900 COMMONS DR STE 900	DOTHAN	AL	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2400	MAIN STORE	1001 BARNES CROSSING RD STE 300	TUPELO	MS	Lease	J.C. PENNEY CORPORATION, INC.
2410	MAIN STORE	2401 S STEMMONS FWY STE 4000	LEWISVILLE	TX	Fee	J.C. PENNEY PROPERTIES, INC.
2410	INTERCOMPANY LEASE	2401 S STEMMONS FWY STE 4000	LEWISVILLE	TX	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2411	MAIN STORE	2350 MIRACLE MILE RD #270	BULLHEAD CITY	AZ	Lease	J.C. PENNEY CORPORATION, INC.

Page 29 of 46

Schedule 4.13

REAL ESTATE ASSETS

Store Number	Type/Use	Address	City	State	Real Estate Interest Held (Primary Interest)	Credit Party Holding Real Estate Interest
2414	MAIN STORE	355 FLETCHER PKWY	EL CAJON	CA	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2414	INTERCOMPANY LEASE	355 FLETCHER PKWY	EL CAJON	CA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2415	MAIN STORE	15083 US 19 S	THOMASVILLE	GA	Lease	J.C. PENNEY CORPORATION, INC.
2416	MAIN STORE	270 LOUDON RD	CONCORD	NH	Lease	J.C. PENNEY CORPORATION, INC.
2417	MAIN STORE	1105 WALNUT ST	CARY	NC	Lease	J.C. PENNEY CORPORATION, INC.
2418	MAIN STORE	3800 US HWY 98 N STE 200	LAKELAND	FL	Lease	J.C. PENNEY CORPORATION, INC.
2419	MAIN STORE	6525 E SOUTHERN AVE	MESA	AZ	Fee	J.C. PENNEY CORPORATION, INC.
2419	HOME STORE	6555 E. SOUTHERN AVE., STE 200	MESA	AZ	Lease	J.C. PENNEY CORPORATION, INC.
2420	MAIN STORE	9409 US HWY 19 STE 301	PORT RICHEY	FL	Lease	J.C. PENNEY CORPORATION, INC.
2422	MAIN STORE	10125 HWY 17 BYP UNIT G7	MURRELLS INLET	SC	Lease	J.C. PENNEY CORPORATION, INC.
2423	MAIN STORE	780 NW GARDEN VLY BLVD STE 160	ROSEBURG	OR	Lease	J.C. PENNEY CORPORATION, INC.
2424	MAIN STORE	2441 WHISKEY RD	AIKEN	SC	Lease	J.C. PENNEY CORPORATION, INC.
2425	MAIN STORE	2900 W WASHINGTON ST STE 92	STEPHENVILLE	TX	Lease	J.C. PENNEY CORPORATION, INC.
2427	MAIN STORE	278 BLACK GOLD BLVD	HAZARD	KY	Lease	J.C. PENNEY CORPORATION, INC.
2428	MAIN STORE	4400 24TH AVE	FORT GRATIOT	MI	Fee	J.C. PENNEY PROPERTIES, INC.
2428	INTERCOMPANY LEASE	4400 24TH AVE	FORT GRATIOT	MI	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2430	MAIN STORE	10308 SOUTHSIDE BLVD	JACKSONVILLE	FL	Fee	J.C. PENNEY CORPORATION, INC.
2431	MAIN STORE	1100-B HWY 260	COTTONWOOD	AZ	Lease	J.C. PENNEY CORPORATION, INC.
2433	MAIN STORE	11017 CAROLINA PLACE PKWY	PINEVILLE	NC	Lease	J.C. PENNEY CORPORATION, INC.
2434	MAIN STORE	6600 MENAUL BLVD NE STE 600	ALBUQUERQUE	NM	Fee	J.C. PENNEY CORPORATION, INC.
2434	HOME STORE	6600 MENAUL BLVD., N.E.	ALBUQUERQUE	NM	Lease	J.C. PENNEY CORPORATION, INC.
2434	OUTSIDE STOCKROOM	4320 YALE BLVD, SUITE CA	ALBUQUERQUE	NM	Lease	J.C. PENNEY CORPORATION, INC.
2436	MAIN STORE	475 S ST LOUIS ST	BATESVILLE	AR	Lease	J.C. PENNEY CORPORATION, INC.
2437	MAIN STORE	128 WOODLAWN DR	SHAWANO	WI	Lease	J.C. PENNEY CORPORATION, INC.
2438	MAIN STORE	1110 N QUINCY AVE	OTTUMWA	IA	Lease	J.C. PENNEY CORPORATION, INC.
2439	MAIN STORE	1000 MALL RUN RD	UNIONTOWN	PA	Lease	J.C. PENNEY CORPORATION, INC.
2440	MAIN STORE	300 LYCOMING MALL CIR STE 2043	PENNSDALE	PA	Lease	J.C. PENNEY CORPORATION, INC.
2441	MAIN STORE	2901 E COLLEGE AVE STE 800	STATE COLLEGE	PA	Lease	J.C. PENNEY CORPORATION, INC.
2442	MAIN STORE	4481 S WHITE MOUNTAIN RD STE 5	SHOW LOW	AZ	Lease	J.C. PENNEY CORPORATION, INC.
2443	MAIN STORE	11130 MALL CIRCLE	WALDORF	MD	Fee	J.C. PENNEY PROPERTIES, INC.
2443	INTERCOMPANY LEASE	11130 MALL CIRCLE	WALDORF	MD	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2445	MAIN STORE	6840 EASTMAN AVE	MIDLAND	MI	Fee	J.C. PENNEY PROPERTIES, INC.
2445	INTERCOMPANY LEASE	6840 EASTMAN AVE	MIDLAND	MI	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2447	MAIN STORE	864 HWY 12 W	STARKVILLE	MS	Lease	J.C. PENNEY CORPORATION, INC.
2449	MAIN STORE	399 CAMPBELLSVILLE BYPASS	CAMPBELLSVILLE	KY	Lease	J.C. PENNEY CORPORATION, INC.
2452	MAIN STORE	300 MOUNT BERRY SQ NE	ROME	GA	Lease	J.C. PENNEY CORPORATION, INC.
2453	MAIN STORE	6 MCKINLEY MALL	BLASDELL	NY	Lease	J.C. PENNEY CORPORATION, INC.
2456	MAIN STORE	11401 PINES BLVD	PEMBROKE PINES	FL	Fee	J.C. PENNEY CORPORATION, INC.

Page 30 of 46

Schedule 4.13

REAL ESTATE ASSETS

Store Number	Type/Use	Address	City	State	Real Estate Interest Held (Primary Interest)	Credit Party Holding Real Estate Interest
2456	HOME STORE	SW CORNER PINES BLVD. & SW 136TH STREET	PEMBROKE PINES	FL	Lease	J.C. PENNEY CORPORATION, INC.
2457	MAIN STORE	9559 DESTINY USA DR	SYRACUSE	NY	Lease	J.C. PENNEY CORPORATION, INC.
2458	MAIN STORE	1601 S BROAD	SCOTTSBORO	AL	Lease	J.C. PENNEY CORPORATION, INC.
2460	MAIN STORE	STATE RT 37-ST LAWRENCE CENTRE	MASSENA	NY	Lease	J.C. PENNEY CORPORATION, INC.
2463	MAIN STORE	140 MARSH AVE	STATEN ISLAND	NY	Fee	J.C. PENNEY CORPORATION, INC.
2464	MAIN STORE	1201 BOSTON POST RD	MILFORD	CT	Lease	J.C. PENNEY CORPORATION, INC.
2467	MAIN STORE	1695 ARDEN WAY	SACRAMENTO	CA	Fee	J.C. PENNEY PROPERTIES, INC.
2467	INTERCOMPANY LEASE	1695 ARDEN WAY	SACRAMENTO	CA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2470	MAIN STORE	413 MARKET SQ DR	MAYSVILLE	KY	Lease	J.C. PENNEY CORPORATION, INC.
2472	MAIN STORE	839 3RD AVE	JASPER	IN	Lease	J.C. PENNEY CORPORATION, INC.
2474	MAIN STORE	510 GATE CITY HWY SPACE 360	BRISTOL	VA	Lease	J.C. PENNEY CORPORATION, INC.
2477	MAIN STORE	3710 HWY 9	FREEHOLD	NJ	Fee	J.C. PENNEY PROPERTIES, INC.
2477	INTERCOMPANY LEASE	3710 HWY 9	FREEHOLD	NJ	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2478	MAIN STORE	1603 NW 107TH AVE	MIAMI	FL	Fee	J.C. PENNEY CORPORATION, INC.
2480	MAIN STORE	22450 TOWN CIR	MORENO VALLEY	CA	Fee	J.C. PENNEY PROPERTIES, INC.
2480	INTERCOMPANY LEASE	22450 TOWN CIR	MORENO VALLEY	CA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2482	MAIN STORE	5725 JOHNSTON ST	LAFAYETTE	LA	Fee	J.C. PENNEY PROPERTIES, INC.
2482	INTERCOMPANY LEASE	5725 JOHNSTON ST	LAFAYETTE	LA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2484	MAIN STORE	4730 N DIVISION ST	SPOKANE	WA	Lease	J.C. PENNEY CORPORATION, INC.
2485	MAIN STORE	560 GALLERIA DR	JOHNSTOWN	PA	Lease	J.C. PENNEY CORPORATION, INC.
2486	MAIN STORE	5580 GOODS LN STE 2031	ALTOONA	PA	Lease	J.C. PENNEY CORPORATION, INC.
2488	MAIN STORE	ONE N GALLERIA DR	MIDDLETOWN	NY	Lease	J.C. PENNEY CORPORATION, INC.
2490	MAIN STORE	231 GREECE RIDGE CTR DR	GREECE	NY	Fee	J.C. PENNEY CORPORATION, INC.
2491	MAIN STORE	6 GALLERIA MALL DR	TAUNTON	MA	Lease	J.C. PENNEY CORPORATION, INC.
2494	MAIN STORE	200 PAUL HUFF PKWY NW STE 44	CLEVELAND	TN	Lease	J.C. PENNEY CORPORATION, INC.
2495	MAIN STORE	1850 ADAMS ST STE 2	MANKATO	MN	Fee	J.C. PENNEY PROPERTIES, INC.
2495	INTERCOMPANY LEASE	1850 ADAMS ST STE 2	MANKATO	MN	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2496	MAIN STORE	500 NEWPARK MALL	NEWARK	CA	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2496	INTERCOMPANY LEASE	500 NEWPARK MALL	NEWARK	CA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2498	MAIN STORE	2727 FAIRFIELD COMMONS BLVD	DAYTON	OH	Lease	J.C. PENNEY CORPORATION, INC.
2503	MAIN STORE	1201 E MAIN	CARBONDALE	IL	Lease	J.C. PENNEY CORPORATION, INC.
2505	MAIN STORE	1201 S DIRKSEN PKWY	SPRINGFIELD	IL	Fee	J.C. PENNEY CORPORATION, INC.
2505	SUBLEASE	1201 S DIRKSEN PKWY	SPRINGFIELD	IL	Sublease (to Third Party)
2506	MAIN STORE	2900 E LINCOLN WAY	STERLING	IL	Lease	J.C. PENNEY CORPORATION, INC.
2507	MAIN STORE	312 W PRIEN LAKE RD	LAKE CHARLES	LA	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2507	INTERCOMPANY LEASE	312 W PRIEN LAKE RD	LAKE CHARLES	LA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2521	MAIN STORE	9100 N SKYVIEW AVE	KANSAS CITY	MO	Fee	J.C. PENNEY PROPERTIES, INC.

Page 31 of 46

Schedule 4.13

REAL ESTATE ASSETS

Store Number	Type/Use	Address	City	State	Real Estate Interest Held (Primary Interest)	Credit Party Holding Real Estate Interest
2521	INTERCOMPANY LEASE	9100 N SKYVIEW AVE	KANSAS CITY	MO	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2522	MAIN STORE	9056 N 121ST EAST AVE	OWASSO	OK	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2522	INTERCOMPANY LEASE	9056 N 121ST EAST AVE	OWASSO	OK	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2523	MAIN STORE	215 CREEKSIDE WAY	NEW BRAUNFELS	TX	Fee	J.C. PENNEY PROPERTIES, INC.
2523	INTERCOMPANY LEASE	215 CREEKSIDE WAY	NEW BRAUNFELS	TX	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2524	MAIN STORE	2421 CRANBERRY HWY STE 290	WAREHAM	MA	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2524	INTERCOMPANY LEASE	2421 CRANBERRY HWY STE 290	WAREHAM	MA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2526	MAIN STORE	7352 GLORY RD	BAXTER	MN	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2526	INTERCOMPANY LEASE	7352 GLORY RD	BAXTER	MN	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2527	MAIN STORE	500 WINCHESTER AVE	ASHLAND	KY	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2527	INTERCOMPANY LEASE	500 WINCHESTER AVE	ASHLAND	KY	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2529	MAIN STORE	11534 PARKSIDE DR	FARRAGUT	TN	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2529	INTERCOMPANY LEASE	11534 PARKSIDE DR	FARRAGUT	TN	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2530	MAIN STORE	1301 CENTER RD	AVON	OH	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2530	INTERCOMPANY LEASE	1301 CENTER RD	AVON	OH	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2534	MAIN STORE	501 C M FAGAN DR	HAMMOND	LA	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2534	INTERCOMPANY LEASE	501 C M FAGAN DR	HAMMOND	LA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2613	MAIN STORE	1932 E 20TH ST	CHICO	CA	Fee	J.C. PENNEY PROPERTIES, INC.
2613	INTERCOMPANY LEASE	1932 E 20TH ST	CHICO	CA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2614	MAIN STORE	1710 S MAIN ST	BELLEFONTAINE	OH	Lease	J.C. PENNEY CORPORATION, INC.
2615	MAIN STORE	230 LAUREL MALL	HAZLETON	PA	Lease	J.C. PENNEY CORPORATION, INC.
2616	MAIN STORE	2940 WATSON BLVD	CENTERVILLE	GA	Lease	J.C. PENNEY CORPORATION, INC.
2617	MAIN STORE	7600 KINGSTON PIKE STE 900	KNOXVILLE	TN	Fee	J.C. PENNEY PROPERTIES, INC.
2617	INTERCOMPANY LEASE	7600 KINGSTON PIKE STE 900	KNOXVILLE	TN	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2619	MAIN STORE	10101 BROOK RD STE 800	GLEN ALLEN	VA	Fee	J.C. PENNEY PROPERTIES, INC.
2619	INTERCOMPANY LEASE	10101 BROOK RD STE 800	GLEN ALLEN	VA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2620	MAIN STORE	515 S WESTWOOD	POPLAR BLUFF	MO	Lease	J.C. PENNEY CORPORATION, INC.
2622	MAIN STORE	2301 DEL PRADO BLVD STE 700	CAPE CORAL	FL	Lease	J.C. PENNEY CORPORATION, INC.
2624	MAIN STORE	3401 NICHOLASVILLE RD STE 116	LEXINGTON	KY	Ground Lease	J.C. PENNEY CORPORATION, INC.
2625	MAIN STORE	4370 I-75 BUSINESS SPUR	SAULT STE MARIE	MI	Lease	J.C. PENNEY CORPORATION, INC.
2626	MAIN STORE	1312 W SUNSET RD	HENDERSON	NV	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2626	INTERCOMPANY LEASE	1312 W SUNSET RD	HENDERSON	NV	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2629	MAIN STORE	1050 S BISHOP AVE	ROLLA	MO	Lease	J.C. PENNEY CORPORATION, INC.
2631	MAIN STORE	58000 TWENTY-NINE PALMS HWY	YUCCA VALLEY	CA	Fee	J.C. PENNEY PROPERTIES, INC.
2631	INTERCOMPANY LEASE	58000 TWENTY-NINE PALMS HWY	YUCCA VALLEY	CA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2632	MAIN STORE	4 MID RIVERS MALL	ST PETERS	MO	Fee	J.C. PENNEY PROPERTIES, INC.
2632	INTERCOMPANY LEASE	4 MID RIVERS MALL	ST PETERS	MO	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.

Page 32 of 46

Schedule 4.13

REAL ESTATE ASSETS

Store Number	Type/Use	Address	City	State	Real Estate Interest Held (Primary Interest)	Credit Party Holding Real Estate Interest
2633	MAIN STORE	3507 MANCHESTER EXPWY STE E	COLUMBUS	GA	Lease	J.C. PENNEY CORPORATION, INC.
2646	MAIN STORE	4021 BURBANK RD	WOOSTER	OH	Lease	J.C. PENNEY CORPORATION, INC.
2647	MAIN STORE	RT 114 & 128	PEABODY	MA	Lease; Fee	J.C. PENNEY CORPORATION, INC.
2648	MAIN STORE	400 BREA MALL	BREA	CA	Ground Lease	J.C. PENNEY CORPORATION, INC.
2649	MAIN STORE	400 WESTMINSTER MALL	WESTMINSTER	CA	Ground Lease	J.C. PENNEY CORPORATION, INC.
2649	HOME STORE	510 WESTMINSTER MALL	WESTMINSTER	CA	Lease	J.C. PENNEY CORPORATION, INC.
2650	MAIN STORE	1050 LAYTON HILLS MALL	LAYTON	UT	Lease	J.C. PENNEY CORPORATION, INC.
2651	MAIN STORE	68 GATEWAY MALL	LINCOLN	NE	Fee	J.C. PENNEY PROPERTIES, INC.
2651	INTERCOMPANY LEASE	68 GATEWAY MALL	LINCOLN	NE	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2653	MAIN STORE	4770 GOLF RD	EAU CLAIRE	WI	Fee	J.C. PENNEY PROPERTIES, INC.
2653	INTERCOMPANY LEASE	4770 GOLF RD	EAU CLAIRE	WI	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2654	MAIN STORE	100 COMMERCIAL RD UNIT 180	LEOMINSTER	MA	Lease	J.C. PENNEY CORPORATION, INC.
2655	MAIN STORE	90 W 5TH ST	DOUGLAS	AZ	Fee	J.C. PENNEY CORPORATION, INC.
2656	MAIN STORE	3 DIAMOND RUN MALL	RUTLAND	VT	Lease	J.C. PENNEY CORPORATION, INC.
2657	MAIN STORE	939 NE D ST	GRANTS PASS	OR	Lease	J.C. PENNEY CORPORATION, INC.
2660	MAIN STORE	20505 S DIXIE HWY	MIAMI	FL	Lease	J.C. PENNEY CORPORATION, INC.
2661	MAIN STORE	4 HAWTHORN CTR	VERNON HILLS	IL	Fee	J.C. PENNEY PROPERTIES, INC.
2661	INTERCOMPANY LEASE	4 HAWTHORN CTR	VERNON HILLS	IL	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2662	MAIN STORE	578 AVIATION RD STE 3	QUEENSBURY	NY	Lease	J.C. PENNEY CORPORATION, INC.
2663	MAIN STORE	377 S MILLS RD	VENTURA	CA	Fee	J.C. PENNEY PROPERTIES, INC.
2663	INTERCOMPANY LEASE	377 S MILLS RD	VENTURA	CA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2671	MAIN STORE	2180 NE HWY 99 W	MCMINNVILLE	OR	Lease	J.C. PENNEY CORPORATION, INC.
2672	MAIN STORE	380 N COOPER DR	HENDERSON	NC	Lease	J.C. PENNEY CORPORATION, INC.
2676	MAIN STORE	1215 S MAIN ST	SIKESTON	MO	Fee	J.C. PENNEY PROPERTIES, INC.
2676	INTERCOMPANY LEASE	1215 S MAIN ST	SIKESTON	MO	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2677	MAIN STORE	9301 TAMPA AVE	NORTHRIDGE	CA	Fee	J.C. PENNEY CORPORATION, INC.
2678	MAIN STORE	658 RICHLAND MALL	MANSFIELD	OH	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2678	INTERCOMPANY LEASE	658 RICHLAND MALL	MANSFIELD	OH	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2679	MAIN STORE	525 UNION ST	WATERBURY	CT	Lease	J.C. PENNEY CORPORATION, INC.
2682	MAIN STORE	1901 NW EXPWY STE 1200	OKLAHOMA CITY	OK	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2682	INTERCOMPANY LEASE	1901 NW EXPWY STE 1200	OKLAHOMA CITY	OK	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2683	MAIN STORE	17177 ROYALTON RD BOX 3	STRONGSVILLE	OH	Fee	J.C. PENNEY PROPERTIES, INC.
2683	INTERCOMPANY LEASE	17177 ROYALTON RD BOX 3	STRONGSVILLE	OH	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2685	MAIN STORE	3851 S COOPER ST	ARLINGTON	TX	Fee	J.C. PENNEY PROPERTIES, INC.
2685	INTERCOMPANY LEASE	3851 S COOPER ST	ARLINGTON	TX	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2686	MAIN STORE	8358 SUDLEY RD	MANASSAS	VA	Lease	J.C. PENNEY CORPORATION, INC.
2687	MAIN STORE	651 W WASHINGTON	SEQUIM	WA	Lease	J.C. PENNEY CORPORATION, INC.

Page 33 of 46

Schedule 4.13

REAL ESTATE ASSETS

Store Number	Type/Use	Address	City	State	Real Estate Interest Held (Primary Interest)	Credit Party Holding Real Estate Interest
2688	MAIN STORE	3100 HARRISON AVE	BUTTE	MT	Lease	J.C. PENNEY CORPORATION, INC.
2689	MAIN STORE	2700 MIAMISBURG-CENTERVILLE RD	CENTERVILLE	OH	Lease	J.C. PENNEY CORPORATION, INC.
2690	MAIN STORE	1000 TURTLE CREEK DR	HATTIESBURG	MS	Fee	J.C. PENNEY PROPERTIES, INC.
2690	INTERCOMPANY LEASE	1000 TURTLE CREEK DR	HATTIESBURG	MS	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2692	MAIN STORE	2422 W KETTLEMAN LANE	LODI	CA	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2692	INTERCOMPANY LEASE	2422 W KETTLEMAN LANE	LODI	CA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2693	MAIN STORE	3127 STOCKTON HILL RD	KINGMAN	AZ	Lease	J.C. PENNEY CORPORATION, INC.
2694	MAIN STORE	1680 BRIARGATE BLVD	COLORADO SPRINGS	CO	Lease	J.C. PENNEY CORPORATION, INC.
2695	MAIN STORE	16280 DRESDEN AVE SPACE M	E LIVERPOOL	OH	Lease	J.C. PENNEY CORPORATION, INC.
2696	MAIN STORE	11200 LAKELINE MALL DR	CEDAR PARK	TX	Fee	J.C. PENNEY PROPERTIES, INC.
2696	MAIN STORE	11200 LAKELINE MALL DR	CEDAR PARK	TX	Fee	J.C. PENNEY PROPERTIES, INC.
2697	MAIN STORE	16529 SOUTHWEST FRWY	SUGARLAND	TX	Fee	J.C. PENNEY PROPERTIES, INC.
2697	INTERCOMPANY LEASE	16529 SOUTHWEST FRWY	SUGARLAND	TX	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2698	MAIN STORE	3100 NAGLEE RD	TRACY	CA	Lease	J.C. PENNEY CORPORATION, INC.
2699	MAIN STORE	2501 MT HOLLY RD STE 300	BURLINGTON	NJ	Fee	J.C. PENNEY PROPERTIES, INC.
2699	INTERCOMPANY LEASE	2501 MT HOLLY RD STE 300	BURLINGTON	NJ	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2700	MAIN STORE	5083 TUTTLE CROSSING BLVD	DUBLIN	OH	Fee	J.C. PENNEY PROPERTIES, INC.
2700	INTERCOMPANY LEASE	5083 TUTTLE CROSSING BLVD	DUBLIN	OH	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2702	MAIN STORE	197 WESTBANK EXPY STE 2	GRETNA	LA	Fee	J.C. PENNEY CORPORATION, INC.
2703	MAIN STORE	2756 N GERMANTOWN PKWY	MEMPHIS	TN	Fee	J.C. PENNEY PROPERTIES, INC.
2703	INTERCOMPANY LEASE	2756 N GERMANTOWN PKWY	MEMPHIS	TN	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2704	MAIN STORE	10000 COORS BYPASS NW	ALBUQUERQUE	NM	Fee	J.C. PENNEY PROPERTIES, INC.
2704	INTERCOMPANY LEASE	10000 COORS BYPASS NW	ALBUQUERQUE	NM	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2705	MAIN STORE	501 EAGLE RIDGE DR	LAKE WALES	FL	Lease	J.C. PENNEY CORPORATION, INC.
2706	MAIN STORE	458 N VIRGINIA AVE	TIFTON	GA	Lease	J.C. PENNEY CORPORATION, INC.
2707	MAIN STORE	2175 S KOELLER ST	OSHKOSH	WI	Lease	J.C. PENNEY CORPORATION, INC.
2708	MAIN STORE	573 DONALD LYNCH BLVD	MARLBOROUGH	MA	Fee	J.C. PENNEY PROPERTIES, INC.
2708	INTERCOMPANY LEASE	573 DONALD LYNCH BLVD	MARLBOROUGH	MA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2709	MAIN STORE	4201 N SHILOH DR	FAYETTEVILLE	AR	Lease	J.C. PENNEY CORPORATION, INC.
2712	MAIN STORE	3501 CAPITAL CITY MALL	CAMP HILL	PA	Lease	J.C. PENNEY CORPORATION, INC.
2713	MAIN STORE	95 STORRS RD	WILLIMANTIC	CT	Lease	J.C. PENNEY CORPORATION, INC.
2715	MAIN STORE	14659 N US HWY 25 E STE 22	CORBIN	KY	Lease	J.C. PENNEY CORPORATION, INC.
2716	MAIN STORE	2215 MEMORIAL DR	WAYCROSS	GA	Lease	J.C. PENNEY CORPORATION, INC.
2718	MAIN STORE	100 BAYCHESTER AVE	BRONX	NY	Ground Lease	J.C. PENNEY CORPORATION, INC.
2719	MAIN STORE	715 OMACHE DR	OMAK	WA	Lease	J.C. PENNEY CORPORATION, INC.
2720	MAIN STORE	200 BEAVER VALLEY MALL	MONACA	PA	Lease	J.C. PENNEY CORPORATION, INC.
2721	MAIN STORE	3159 W BROADWAY	SEDALIA	MO	Lease	J.C. PENNEY CORPORATION, INC.

Page 34 of 46

Schedule 4.13

REAL ESTATE ASSETS

Store Number	Type/Use	Address	City	State	Real Estate Interest Held (Primary Interest)	Credit Party Holding Real Estate Interest
2722	MAIN STORE	9409 W COLONIAL DR	OCOEE	FL	Fee	J.C. PENNEY CORPORATION, INC.
2725	MAIN STORE	3350 E FLORAL AVE	SELMA	CA	Lease	J.C. PENNEY CORPORATION, INC.
2726	MAIN STORE	1481 WAGNER AVE	GREENVILLE	OH	Lease	J.C. PENNEY CORPORATION, INC.
2728	MAIN STORE	1111 E TYLER ST STE 127	ATHENS	TX	Lease	J.C. PENNEY CORPORATION, INC.
2729	MAIN STORE	3311 IOWA ST	LAWRENCE	KS	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2729	INTERCOMPANY LEASE	3311 IOWA ST	LAWRENCE	KS	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2730	MAIN STORE	6200 20TH ST STE 700	VERO BEACH	FL	Fee	J.C. PENNEY CORPORATION, INC.
2731	MAIN STORE	1409 EHRINGHAUS ST	ELIZABETH CITY	NC	Lease	J.C. PENNEY CORPORATION, INC.
2732	MAIN STORE	10300 LITTLE PATUXENT PKWY	COLUMBIA	MD	Fee	J.C. PENNEY CORPORATION, INC.
2736	MAIN STORE	3500 EAST WEST HWY STE 1000	HYATTSVILLE	MD	Lease	J.C. PENNEY CORPORATION, INC.
2738	MAIN STORE	11160 VEIRS MILL RD	WHEATON	MD	Lease	J.C. PENNEY CORPORATION, INC.
2739	MAIN STORE	20131 HWY 59N STE 3000	HUMBLE	TX	Fee	J.C. PENNEY PROPERTIES, INC.
2739	INTERCOMPANY LEASE	20131 HWY 59N STE 3000	HUMBLE	TX	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2740	MAIN STORE	151 MARYSVILLE TOWNE CTR	MARYSVILLE	WA	Lease	J.C. PENNEY CORPORATION, INC.
2741	MAIN STORE	318 E FAIRMOUNT AVE	LAKEWOOD	NY	Lease	J.C. PENNEY CORPORATION, INC.
2742	MAIN STORE	1840 COUNTRYSIDE DR	TURLOCK	CA	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2742	INTERCOMPANY LEASE	1840 COUNTRYSIDE DR	TURLOCK	CA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2743	MAIN STORE	1000 BONITA LAKE CIRCLE	MERIDIAN	MS	Lease	J.C. PENNEY CORPORATION, INC.
2744	MAIN STORE	14730 E INDIANA AVE	SPOKANE	WA	Lease	J.C. PENNEY CORPORATION, INC.
2745	MAIN STORE	2900 S MAIN ST	RICE LAKE	WI	Lease	J.C. PENNEY CORPORATION, INC.
2746	MAIN STORE	13320 MONTFORT ST	DALLAS	TX	Lease	J.C. PENNEY CORPORATION, INC.
2748	MAIN STORE	10400 MILL RUN CIR	OWINGS MILLS	MD	Fee	J.C. PENNEY CORPORATION, INC.
2749	MAIN STORE	21030 DULLES TOWN CIR	STERLING	VA	Fee	J.C. PENNEY PROPERTIES, INC.
2749	INTERCOMPANY LEASE	21030 DULLES TOWN CIR	STERLING	VA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2750	MAIN STORE	PO BOX 5147	GASTONIA	NC	Lease	J.C. PENNEY CORPORATION, INC.
2751	MAIN STORE	PLAZA LAS AMERICAS S/C	SAN JUAN	PR	Lease	J.C. PENNEY CORPORATION, INC.
2752	MAIN STORE	1403 PALISADES CTR DR	WEST NYACK	NY	Lease	J.C. PENNEY CORPORATION, INC.
2753	MAIN STORE	6201 BLUEBONNET BLVD	BATON ROUGE	LA	Fee	J.C. PENNEY PROPERTIES, INC.
2753	INTERCOMPANY LEASE	6201 BLUEBONNET BLVD	BATON ROUGE	LA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2754	MAIN STORE	3055 BLACK GAP RD	CHAMBERSBURG	PA	Lease	J.C. PENNEY CORPORATION, INC.
2755	MAIN STORE	120 NIBLICK RD	PASO ROBLES	CA	Fee	J.C. PENNEY PROPERTIES, INC.
2755	INTERCOMPANY LEASE	120 NIBLICK RD	PASO ROBLES	CA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2756	MAIN STORE	9 SMITH HAVEN MALL	LAKE GROVE L I	NY	Lease	J.C. PENNEY CORPORATION, INC.
2756	HOME STORE	3147 MIDDLE COUNTY ROAD LAKE GROVE SHOPPING CENTER	LAKE GROVE	NY	Lease	J.C. PENNEY CORPORATION, INC.
2756	OUTSIDE STOCKROOM	390 OSER AVENUE	HAPPAUGE	NY	Lease	J.C. PENNEY CORPORATION, INC.
2756	OUTSIDE STOCKROOM	313 SMITH HAVEN MALL	LAKE GROVE	NY	Lease	J.C. PENNEY CORPORATION, INC.
2757	MAIN STORE	8417 S PARK MEADOWS CTR DR	LONE TREE	CO	Fee	J.C. PENNEY PROPERTIES, INC.
2757	INTERCOMPANY LEASE	8417 S PARK MEADOWS CTR DR	LONE TREE	CO	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.

Page 35 of 46

Schedule 4.13

REAL ESTATE ASSETS

Store Number	Type/Use	Address	City	State	Real Estate Interest Held (Primary Interest)	Credit Party Holding Real Estate Interest
2758	MAIN STORE	1471 CORAL RIDGE AVE	CORALVILLE	IA	Fee	J.C. PENNEY PROPERTIES, INC.
2758	INTERCOMPANY LEASE	1471 CORAL RIDGE AVE	CORALVILLE	IA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2760	MAIN STORE	23415 THREE NOTCH RD STE 2016	CALIFORNIA	MD	Lease	J.C. PENNEY CORPORATION, INC.
2761	MAIN STORE	11500 MIDLOTHIAN TPKE	RICHMOND	VA	Ground Lease	J.C. PENNEY CORPORATION, INC.
2762	MAIN STORE	8102 CITRUS PARK TOWN CTR	TAMPA	FL	Fee	J.C. PENNEY CORPORATION, INC.
2763	MAIN STORE	1201 LAKE WOODLANDS DR STE 500	THE WOODLANDS	TX	Fee	J.C. PENNEY PROPERTIES, INC.
2763	INTERCOMPANY LEASE	1201 LAKE WOODLANDS DR STE 500	THE WOODLANDS	TX	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2765	MAIN STORE	219 MARLBORO AVE STE 21	EASTON	MD	Lease	J.C. PENNEY CORPORATION, INC.
2767	MAIN STORE	1500 S WILLOW ST	MANCHESTER	NH	Fee	J.C. PENNEY PROPERTIES, INC.
2767	INTERCOMPANY LEASE	1500 S WILLOW ST	MANCHESTER	NH	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2768	MAIN STORE	1500 RT 47 STE 21B	RIO GRANDE	NJ	Lease	J.C. PENNEY CORPORATION, INC.
2769	MAIN STORE	1512 MILITARY RD	BENTON	AR	Lease	J.C. PENNEY CORPORATION, INC.
2770	MAIN STORE	1200 TOWNE CENTRE BLVD STE B	PROVO	UT	Lease	J.C. PENNEY CORPORATION, INC.
2773	MAIN STORE	400 ERNEST W BARRETT PKWY NW	KENNESAW	GA	Fee	J.C. PENNEY CORPORATION, INC.
2773	ADDITIONAL SPACE	400 ERNEST W BARRETT PKWY NW	KENNESAW	GA	Lease	J.C. PENNEY CORPORATION, INC.
2773	HOME STORE	667 ERNEST BARRETT PARKWAY, SUITE 300	KENNESAW	GA	Lease	J.C. PENNEY CORPORATION, INC.
2775	MAIN STORE	1750 DEPTFORD CENTER RD STE D	DEPTFORD	NJ	Fee	J.C. PENNEY CORPORATION, INC.
2775	OUTSIDE STOCKROOM	165 NINTH AVE, UNIT D BOROUGH OF RUNNEMEDE	DEPTFORD	NJ	Lease	J.C. PENNEY CORPORATION, INC.
2776	MAIN STORE	3333 BUFORD DR	BUFORD	GA	Lease	J.C. PENNEY CORPORATION, INC.
2777	MAIN STORE	381 WEST ST	KEENE	NH	Lease	J.C. PENNEY CORPORATION, INC.
2782	MAIN STORE	5055 2ND AVE STE 28	KEARNEY	NE	Lease	J.C. PENNEY CORPORATION, INC.
2783	MAIN STORE	40640 WINCHESTER RD	TEMECULA	CA	Fee	J.C. PENNEY PROPERTIES, INC.
2783	INTERCOMPANY LEASE	40640 WINCHESTER RD	TEMECULA	CA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2784	MAIN STORE	6101 CALHOUN MEMOR HWY STE A	EASLEY	SC	Lease	J.C. PENNEY CORPORATION, INC.
2785	MAIN STORE	3774 RIVERTOWN PRKWY SW	GRANDVILLE	MI	Fee	J.C. PENNEY PROPERTIES, INC.
2785	INTERCOMPANY LEASE	3774 RIVERTOWN PRKWY SW	GRANDVILLE	MI	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2786	MAIN STORE	1775 WASHINGTON ST	HANOVER	MA	Lease	J.C. PENNEY CORPORATION, INC.
2788	MAIN STORE	259 INDIAN MOUND DR	MT STERLING	KY	Lease	J.C. PENNEY CORPORATION, INC.
2789	MAIN STORE	10308 W FOREST HILL BLVD	WELLINGTON	FL	Fee	J.C. PENNEY CORPORATION, INC.
2790	MAIN STORE	172 EXTON SQ MALL	EXTON	PA	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2790	INTERCOMPANY LEASE	172 EXTON SQ MALL	EXTON	PA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2795	MAIN STORE	2607 PRESTON RD	FRISCO	TX	Fee	J.C. PENNEY PROPERTIES, INC.
2795	INTERCOMPANY LEASE	2607 PRESTON RD	FRISCO	TX	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2796	MAIN STORE	1125 GALLERIA BLVD	ROSEVILLE	CA	Fee	J.C. PENNEY PROPERTIES, INC.
2796	INTERCOMPANY LEASE	1125 GALLERIA BLVD	ROSEVILLE	CA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2797	MAIN STORE	100 MALL DR UNIT B	STEUBENVILLE	OH	Lease	J.C. PENNEY CORPORATION, INC.
2799	MAIN STORE	1611 VIRGINIA AVE STE 605	NORTH BEND	OR	Lease	J.C. PENNEY CORPORATION, INC.

Page 36 of 46

Schedule 4.13

REAL ESTATE ASSETS

Store Number	Type/Use	Address	City	State	Real Estate Interest Held (Primary Interest)	Credit Party Holding Real Estate Interest
2801	MAIN STORE	1450 POLARIS PKWY	COLUMBUS	OH	Fee	J.C. PENNEY PROPERTIES, INC.
2801	INTERCOMPANY LEASE	1450 POLARIS PKWY	COLUMBUS	OH	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2802	MAIN STORE	2000 ROBINSON TOWN CTR	PITTSBURGH	PA	Fee	J.C. PENNEY PROPERTIES, INC.
2802	INTERCOMPANY LEASE	2000 ROBINSON TOWN CTR	PITTSBURGH	PA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2803	MAIN STORE	2304 E JACKSON ST	MACOMB	IL	Lease	J.C. PENNEY CORPORATION, INC.
2804	MAIN STORE	8040 MALL PKWY	LITHONIA	GA	Ground Lease	J.C. PENNEY CORPORATION, INC.
2804	INTERCOMPANY LEASE	8040 MALL PKWY	LITHONIA	GA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2805	MAIN STORE	6910 FAYETTEVILLE RD STE 600	DURHAM	NC	Fee	J.C. PENNEY CORPORATION, INC.
2806	MAIN STORE	2370 N EXPWY STE 2000	BROWNSVILLE	TX	Fee	J.C. PENNEY PROPERTIES, INC.
2806	INTERCOMPANY LEASE	2370 N EXPWY STE 2000	BROWNSVILLE	TX	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2807	MAIN STORE	5690 HARVEY ST	MUSKEGON	MI	Fee	J.C. PENNEY PROPERTIES, INC.
2807	INTERCOMPANY LEASE	5690 HARVEY ST	MUSKEGON	MI	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2808	MAIN STORE	301A S SERVICE RD	BLYTHEVILLE	AR	Lease	J.C. PENNEY CORPORATION, INC.
2809	MAIN STORE	12300 JEFFERSON AVE STE 500	NEWPORT NEWS	VA	Lease	J.C. PENNEY CORPORATION, INC.
2810	MAIN STORE	140 S 24TH ST W	BILLINGS	MT	Lease	J.C. PENNEY CORPORATION, INC.
2812	MAIN STORE	202 E 24TH ST	COLUMBUS	NE	Lease	J.C. PENNEY CORPORATION, INC.
2813	MAIN STORE	1909 US HWY 421 N	WILKESBORO	NC	Lease	J.C. PENNEY CORPORATION, INC.
2814	MAIN STORE	92-59 59TH AVE	ELMHURST	NY	Fee	J.C. PENNEY CORPORATION, INC.
2815	MAIN STORE	3200 GATEWAY BLVD	PRESCOTT	AZ	Fee	J.C. PENNEY PROPERTIES, INC.
2815	INTERCOMPANY LEASE	3200 GATEWAY BLVD	PRESCOTT	AZ	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2816	MAIN STORE	3351 S DOGWOOD	EL CENTRO	CA	Fee	J.C. PENNEY PROPERTIES, INC.
2816	INTERCOMPANY LEASE	3351 S DOGWOOD	EL CENTRO	CA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2817	MAIN STORE	2540 SYCAMORE RD	DE KALB	IL	Lease	J.C. PENNEY CORPORATION, INC.
2819	MAIN STORE	1627 OPELIKA RD STE 69	AUBURN	AL	Lease	J.C. PENNEY CORPORATION, INC.
2820	MAIN STORE	6650 DOUGLAS BLVD	DOUGLASVILLE	GA	Lease	J.C. PENNEY CORPORATION, INC.
2820	STYLING SALON	6650 DOUGLAS BLVD.	DOUGLASVILLE	GA	Lease	J.C. PENNEY CORPORATION, INC.
2821	MAIN STORE	4340 SERGEANT RD	SIOUX CITY	IA	Fee	J.C. PENNEY CORPORATION, INC.
2822	MAIN STORE	1600 NE 23RD ST	POMPANO BEACH	FL	Lease	J.C. PENNEY CORPORATION, INC.
2823	MAIN STORE	12399 S MAINSTREET	RANCHO CUCAMONGA	CA	Fee	J.C. PENNEY CORPORATION, INC.
2824	MAIN STORE	6620 TOWNE CENTER LOOP STE E	SOUTHAVEN	MS	Fee	J.C. PENNEY PROPERTIES, INC.
2824	INTERCOMPANY LEASE	6620 TOWNE CENTER LOOP STE E	SOUTHAVEN	MS	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2825	MAIN STORE	12550 RIVERDALE BLVD	COON RAPIDS	MN	Ground Lease	J.C. PENNEY CORPORATION, INC.
2826	MAIN STORE	333 N HWY 67	CEDAR HILL	TX	Ground Lease	J.C. PENNEY CORPORATION, INC.
2827	MAIN STORE	2611 E MAIN ST	PLAINFIELD	IN	Ground Lease	J.C. PENNEY CORPORATION, INC.
2828	MAIN STORE	2000 N NEIL ST	CHAMPAIGN	IL	Lease	J.C. PENNEY CORPORATION, INC.
2829	MAIN STORE	13701 GROVE DR	MAPLE GROVE	MN	Lease	J.C. PENNEY CORPORATION, INC.
2829	SIGN AGREEMENT	13701 GROVE DR	MAPLE GROVE	MN	Lease	J.C. PENNEY CORPORATION, INC.

Page 37 of 46

Schedule 4.13

REAL ESTATE ASSETS

Store Number	Type/Use	Address	City	State	Real Estate Interest Held (Primary Interest)	Credit Party Holding Real Estate Interest
2830	MAIN STORE	7200 E HARRISON AVE	ROCKFORD	IL	Fee	J.C. PENNEY PROPERTIES, INC.
2830	INTERCOMPANY LEASE	7200 E HARRISON AVE	ROCKFORD	IL	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2832	MAIN STORE	1401 GREENBRIER PKWY STE 3000	CHESAPEAKE	VA	Lease	J.C. PENNEY CORPORATION, INC.
2833	MAIN STORE	6909 N LOOP 1604 E	SAN ANTONIO	TX	Fee	J.C. PENNEY PROPERTIES, INC.
2833	INTERCOMPANY LEASE	6909 N LOOP 1604 E	SAN ANTONIO	TX	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2834	MAIN STORE	69340 HWY 21	COVINGTON	LA	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2834	INTERCOMPANY LEASE	69340 HWY 21	COVINGTON	LA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2835	MAIN STORE	3000 E HIGHLAND DR STE 516	JONESBORO	AR	Fee	J.C. PENNEY PROPERTIES, INC.
2835	INTERCOMPANY LEASE	3000 E HIGHLAND DR STE 516	JONESBORO	AR	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2837	MAIN STORE	1375 S YUMA PALMS PKWY	YUMA	AZ	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2837	INTERCOMPANY LEASE	1375 S YUMA PALMS PKWY	YUMA	AZ	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2838	MAIN STORE	877 NE ALSBURY BLVD	BURLESON	TX	Lease	J.C. PENNEY CORPORATION, INC.
2839	MAIN STORE	31510 GRATIOT AVE	ROSEVILLE	MI	Lease	J.C. PENNEY CORPORATION, INC.
2840	MAIN STORE	1236 EASTDALE MALL	MONTGOMERY	AL	Fee	J.C. PENNEY PROPERTIES, INC.
2840	INTERCOMPANY LEASE	1236 EASTDALE MALL	MONTGOMERY	AL	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2841	MAIN STORE	2209 VETERANS BLVD	DEL RIO	TX	Lease	J.C. PENNEY CORPORATION, INC.
2842	MAIN STORE	13333 W MCDOWELL RD	GOODYEAR	AZ	Fee	J.C. PENNEY CORPORATION, INC.
2843	MAIN STORE	10083 GULF CENTER DR	FORT MYERS	FL	Ground Lease	J.C. PENNEY CORPORATION, INC.
2844	MAIN STORE	100 BAYBROOK MALL	FRIENDSWOOD	TX	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2844	INTERCOMPANY LEASE	100 BAYBROOK MALL	FRIENDSWOOD	TX	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2845	MAIN STORE	3742 BROOKWALL DR STE 10	AKRON	OH	Lease	J.C. PENNEY CORPORATION, INC.
2846	MAIN STORE	5050 E RAY RD	PHOENIX	AZ	Lease	J.C. PENNEY CORPORATION, INC.
2847	MAIN STORE	167 PITTSBURGH MILL CIR	TARENTUM	PA	Lease	J.C. PENNEY CORPORATION, INC.
2848	MAIN STORE	4485 S GRAND CANYON DR	LAS VEGAS	NV	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2848	INTERCOMPANY LEASE	4485 S GRAND CANYON DR	LAS VEGAS	NV	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2849	MAIN STORE	10000 ALABAMA ST	REDLANDS	CA	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2849	INTERCOMPANY LEASE	10000 ALABAMA ST	REDLANDS	CA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2850	MAIN STORE	28151 STATE RD 56	WESLEY CHAPEL	FL	Ground Lease	J.C. PENNEY CORPORATION, INC.
2855	FURNITURE OUTLET	8442 HAVEN AVENUE	RANCHO CUCAMONGA	CA	Lease	J.C. PENNEY CORPORATION, INC.
2862	MAIN STORE	3459 PRINCETON RD	HAMILTON	OH	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2862	INTERCOMPANY LEASE	3459 PRINCETON RD	HAMILTON	OH	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2863	MAIN STORE	23523 GRAND CIRCLE BLVD	KATY	TX	Fee	J.C. PENNEY PROPERTIES, INC.
2863	INTERCOMPANY LEASE	23523 GRAND CIRCLE BLVD	KATY	TX	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2864	MAIN STORE	3001 WHITE BEAR AVE	MAPLEWOOD	MN	Fee	J.C. PENNEY PROPERTIES, INC.
2864	INTERCOMPANY LEASE	3001 WHITE BEAR AVE	MAPLEWOOD	MN	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2865	MAIN STORE	8348 TAMARACK VILLAGE	WOODBURY	MN	Fee	J.C. PENNEY PROPERTIES, INC.
2865	INTERCOMPANY LEASE	8348 TAMARACK VILLAGE	WOODBURY	MN	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.

Page 38 of 46

Schedule 4.13

REAL ESTATE ASSETS

Store Number	Type/Use	Address	City	State	Real Estate Interest Held (Primary Interest)	Credit Party Holding Real Estate Interest
2866	MAIN STORE	800 WILLARD DR	ASHWAUBENON	WI	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2866	INTERCOMPANY LEASE	800 WILLARD DR	ASHWAUBENON	WI	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2867	MAIN STORE	301 OAK SPRING RD	WASHINGTON	PA	Fee	J.C. PENNEY PROPERTIES, INC.
2867	INTERCOMPANY LEASE	301 OAK SPRING RD	WASHINGTON	PA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2868	MAIN STORE	401 S MT JULIET RD STE 630	MT JULIET	TN	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2868	INTERCOMPANY LEASE	401 S MT JULIET RD STE 630	MT JULIET	TN	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2869	MAIN STORE	5060 PINNACLE SQ	BIRMINGHAM	AL	Fee	J.C. PENNEY PROPERTIES, INC.
2869	INTERCOMPANY LEASE	5060 PINNACLE SQ	BIRMINGHAM	AL	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2870	MAIN STORE	17610 E 39TH ST S	INDEPENDENCE	MO	Lease	J.C. PENNEY CORPORATION, INC.
2871	MAIN STORE	240 BANKS CROSSING	FAYETTEVILLE	GA	Lease	J.C. PENNEY CORPORATION, INC.
2872	MAIN STORE	1380 HWY 20 W	MCDONOUGH	GA	Fee	J.C. PENNEY PROPERTIES, INC.
2872	INTERCOMPANY LEASE	1380 HWY 20 W	MCDONOUGH	GA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2873	MAIN STORE	304 FORUM DR	COLUMBIA	SC	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2873	INTERCOMPANY LEASE	304 FORUM DR	COLUMBIA	SC	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2874	MAIN STORE	341 NEWNAN CROSSING BYP	NEWNAN	GA	Fee	J.C. PENNEY PROPERTIES, INC.
2874	INTERCOMPANY LEASE	341 NEWNAN CROSSING BYP	NEWNAN	GA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2875	MAIN STORE	22500 TOWN CENTER AVE	SPANISH FORT	AL	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2875	INTERCOMPANY LEASE	22500 TOWN CENTER AVE	SPANISH FORT	AL	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2876	MAIN STORE	14658 DELAWARE ST	WESTMINSTER	CO	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2876	INTERCOMPANY LEASE	14658 DELAWARE ST	WESTMINSTER	CO	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2877	MAIN STORE	17710 LA CANTERA PKWY	SAN ANTONIO	TX	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2877	INTERCOMPANY LEASE	17710 LA CANTERA PKWY	SAN ANTONIO	TX	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2878	MAIN STORE	4680 HIGH POINTE BLVD	HARRISBURG	PA	Fee	J.C. PENNEY PROPERTIES, INC.
2878	INTERCOMPANY LEASE	4680 HIGH POINTE BLVD	HARRISBURG	PA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2879	MAIN STORE	2202 BELLVIEW RD	ROGERS	AR	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2879	INTERCOMPANY LEASE	2202 BELLVIEW RD	ROGERS	AR	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2880	MAIN STORE	STATE HWY 16 & RT 302	NORTH CONWAY	NH	Lease	J.C. PENNEY CORPORATION, INC.
2881	MAIN STORE	300 MEMORIAL CITY WAY	HOUSTON	TX	Fee	J.C. PENNEY PROPERTIES, INC.
2881	INTERCOMPANY LEASE	300 MEMORIAL CITY WAY	HOUSTON	TX	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2882	MAIN STORE	8 PROVIDENCE PLACE	PROVIDENCE	RI	Lease; Fee	J.C. PENNEY PROPERTIES, INC.
2882	INTERCOMPANY LEASE	8 PROVIDENCE PLACE	PROVIDENCE	RI	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2883	MAIN STORE	2500 SMITH RANCH RD	PEARLAND	TX	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2883	INTERCOMPANY LEASE	2500 SMITH RANCH RD	PEARLAND	TX	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2884	MAIN STORE	12351 N IH-35	AUSTIN	TX	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2884	INTERCOMPANY LEASE	12351 N IH-35	AUSTIN	TX	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2885	MAIN STORE	5120 FAIRMONT PKWY	PASADENA	TX	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2885	INTERCOMPANY LEASE	5120 FAIRMONT PKWY	PASADENA	TX	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.

Page 39 of 46

Schedule 4.13

REAL ESTATE ASSETS

Store Number	Type/Use	Address	City	State	Real Estate Interest Held (Primary Interest)	Credit Party Holding Real Estate Interest
2888	MAIN STORE	2100 PLEASANT HILL RD	DULUTH	GA	Fee	J.C. PENNEY CORPORATION, INC.
2889	MAIN STORE	1727 W BETHANY HOME RD	PHOENIX	AZ	Ground Lease	J.C. PENNEY CORPORATION, INC.
2901	MAIN STORE	8752 MICHIGAN RD	INDIANAPOLIS	IN	Lease	J.C. PENNEY CORPORATION, INC.
2902	MAIN STORE	1900 E RIO SALADO PKWY STE 140	TEMPE	AZ	Ground Lease	J.C. PENNEY CORPORATION, INC.
2903	MAIN STORE	3141 WATERMILL DR	BURLINGTON	NC	Fee	J.C. PENNEY PROPERTIES, INC.
2903	INTERCOMPANY LEASE	3141 WATERMILL DR	BURLINGTON	NC	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2904	MAIN STORE	9500 S IH-35 STE H	AUSTIN	TX	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2904	INTERCOMPANY LEASE	9500 S IH-35 STE H	AUSTIN	TX	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2905	MAIN STORE	3001 TEXAS SAGE TRL	FORT WORTH	TX	Fee	J.C. PENNEY CORPORATION, INC.
2905	SIGN AGREEMENT	3001 TEXAS SAGE TRAIL	FORT WORTH	TX	Lease	J.C. PENNEY CORPORATION, INC.
2906	MAIN STORE	1720 OLD FORT PKWY	MURFREESBORO	TN	Fee	J.C. PENNEY PROPERTIES, INC.
2906	INTERCOMPANY LEASE	1720 OLD FORT PKWY	MURFREESBORO	TN	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2907	MAIN STORE	6302 S CENTRAL ST	AURORA	CO	Fee	J.C. PENNEY PROPERTIES, INC.
2907	INTERCOMPANY LEASE	6302 S CENTRAL ST	AURORA	CO	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2908	MAIN STORE	100 COLUMBIANA CIR #102	COLUMBIA	SC	Lease	J.C. PENNEY CORPORATION, INC.
2909	MAIN STORE	7939 HWY N	DARDENNE PRAIRIE	MO	Fee	J.C. PENNEY PROPERTIES, INC.
2909	INTERCOMPANY LEASE	7939 HWY N	DARDENNE PRAIRIE	MO	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2910	MAIN STORE	7751 TOWNE CENTER PKWY	PAPILLION	NE	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2910	INTERCOMPANY LEASE	7751 TOWNE CENTER PKWY	PAPILLION	NE	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2911	MAIN STORE	11552 S DISTRICT DR	SOUTH JORDAN	UT	Fee	J.C. PENNEY PROPERTIES, INC.
2911	INTERCOMPANY LEASE	11552 S DISTRICT DR	SOUTH JORDAN	UT	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2912	MAIN STORE	10904 STADIUM PKWY	KANSAS CITY	KS	Fee	J.C. PENNEY CORPORATION, INC.
2913	MAIN STORE	5265 S CALLE SANTA CRUZ	TUCSON	AZ	Ground Lease	J.C. PENNEY CORPORATION, INC.
2914	MAIN STORE	2600 S SHACKLEFORD RD	LITTLE ROCK	AR	Fee	J.C. PENNEY PROPERTIES, INC.
2914	INTERCOMPANY LEASE	2600 S SHACKLEFORD RD	LITTLE ROCK	AR	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2915	MAIN STORE	135 BOCKMAN DR	FORT COLLINS	CO	Lease	J.C. PENNEY CORPORATION, INC.
2916	MAIN STORE	400 N UNION ST	OLEAN	NY	Lease	J.C. PENNEY CORPORATION, INC.
2917	MAIN STORE	955 S HOVER ST	LONGMONT	CO	Lease	J.C. PENNEY CORPORATION, INC.
2918	MAIN STORE	340 S COLONIAL DR	ALABASTER	AL	Fee	J.C. PENNEY PROPERTIES, INC.
2918	INTERCOMPANY LEASE	340 S COLONIAL DR	ALABASTER	AL	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2919	MAIN STORE	2890 N MAIN ST	SANTA ANA	CA	Lease	J.C. PENNEY CORPORATION, INC.
2920	MAIN STORE	9480 VILLAGE PLACE BLVD	BRIGHTON	MI	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2920	INTERCOMPANY LEASE	9480 VILLAGE PLACE BLVD	BRIGHTON	MI	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2921	MAIN STORE	5751 LONG PRAIRIE RD	FLOWER MOUND	TX	Fee	J.C. PENNEY CORPORATION, INC.
2922	MAIN STORE	13900 HOARD DR	NOBLESVILLE	IN	Fee	J.C. PENNEY PROPERTIES, INC.
2922	INTERCOMPANY LEASE	13900 HOARD DR	NOBLESVILLE	IN	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2923	MAIN STORE	500 MARQUIS PKWY	WILLIAMSBURG	VA	Ground Lease	J.C. PENNEY PROPERTIES, INC.

Page 40 of 46

Schedule 4.13

REAL ESTATE ASSETS

Store Number	Type/Use	Address	City	State	Real Estate Interest Held (Primary Interest)	Credit Party Holding Real Estate Interest
2923	INTERCOMPANY LEASE	500 MARQUIS PKWY	WILLIAMSBURG	VA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2924	MAIN STORE	7400 WOODWARD AVE	WOODRIDGE	IL	Lease	J.C. PENNEY CORPORATION, INC.
2925	MAIN STORE	8201 FLYING CLOUD DR	EDEN PRAIRIE	MN	Lease	J.C. PENNEY CORPORATION, INC.
2926	MAIN STORE	7451 YOUREE DR	SHREVEPORT	LA	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2926	INTERCOMPANY LEASE	7451 YOUREE DR	SHREVEPORT	LA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2927	MAIN STORE	410 PORTERS VALE BLVD	VALPARAISO	IN	Fee	J.C. PENNEY PROPERTIES, INC.
2927	INTERCOMPANY LEASE	410 PORTERS VALE BLVD	VALPARAISO	IN	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2928	MAIN STORE	1100 OGDEN AVE	MONTGOMERY	IL	Fee	J.C. PENNEY PROPERTIES, INC.
2928	INTERCOMPANY LEASE	1100 OGDEN AVE	MONTGOMERY	IL	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2929	MAIN STORE	4520 West Crystal Lake Road	CRYSTAL LAKE	IL	Fee	J.C. PENNEY PROPERTIES, INC.
2930	MAIN STORE	1600 ORCHARD GATEWAY BLVD	NORTH AURORA	IL	Fee	J.C. PENNEY PROPERTIES, INC.
2930	INTERCOMPANY LEASE	1600 ORCHARD GATEWAY BLVD	NORTH AURORA	IL	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2931	MAIN STORE	3100 MAIN ST STE 1000	MAUMEE	OH	Fee	J.C. PENNEY PROPERTIES, INC.
2931	INTERCOMPANY LEASE	3100 MAIN ST STE 1000	MAUMEE	OH	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2932	MAIN STORE	3400 RIO GRANDE AVE	MONTROSE	CO	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2932	INTERCOMPANY LEASE	3400 RIO GRANDE AVE	MONTROSE	CO	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2933	MAIN STORE	1200 N HAPPY VALLEY RD	NAMPA	ID	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2933	INTERCOMPANY LEASE	1200 N HAPPY VALLEY RD	NAMPA	ID	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2934	MAIN STORE	151 UNIVERSITY OAKS	ROUND ROCK	TX	Fee	J.C. PENNEY PROPERTIES, INC.
2934	INTERCOMPANY LEASE	151 UNIVERSITY OAKS	ROUND ROCK	TX	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2934	SIGN AGREEMENT	151 UNIVERSITY OAKS	ROUND ROCK	TX	Lease	J.C. PENNEY CORPORATION, INC.
2935	MAIN STORE	2071 COLISEUM DR	HAMPTON	VA	Fee	J.C. PENNEY PROPERTIES, INC.
2935	INTERCOMPANY LEASE	2071 COLISEUM DR	HAMPTON	VA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2936	MAIN STORE	1041 N PROMENADE PKWY	CASA GRANDE	AZ	Fee	J.C. PENNEY CORPORATION, INC.
2937	MAIN STORE	14659 RAMONA AVE	CHINO	CA	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2937	INTERCOMPANY LEASE	14659 RAMONA AVE	CHINO	CA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2938	MAIN STORE	1245 WORCESTER ST	NATICK	MA	Lease	J.C. PENNEY CORPORATION, INC.
2939	MAIN STORE	7400 SAN PEDRO AVE	SAN ANTONIO	TX	Lease	J.C. PENNEY CORPORATION, INC.
2940	MAIN STORE	5651 HWY 95 N	LAKE HAVASU CITY	AZ	Ground Lease	J.C. PENNEY CORPORATION, INC.
2941	MAIN STORE	2400 S SERVICE RD	MOORE	OK	Fee	J.C. PENNEY PROPERTIES, INC.
2941	INTERCOMPANY LEASE	2400 S SERVICE RD	MOORE	OK	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2942	MAIN STORE	7271 SE 29TH ST	MIDWEST CITY	OK	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2942	INTERCOMPANY LEASE	7271 SE 29TH ST	MIDWEST CITY	OK	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2943	MAIN STORE	3675 STONE CREEK BLVD	COLERAIN TOWNSHIP	OH	Fee	J.C. PENNEY PROPERTIES, INC.
2943	INTERCOMPANY LEASE	3675 STONE CREEK BLVD	COLERAIN TOWNSHIP	OH	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2944	MAIN STORE	25646 HWY 290	CYPRESS	TX	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2944	INTERCOMPANY LEASE	25646 HWY 290	CYPRESS	TX	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.

Page 41 of 46

Schedule 4.13

REAL ESTATE ASSETS

Store Number	Type/Use	Address	City	State	Real Estate Interest Held (Primary Interest)	Credit Party Holding Real Estate Interest
2944	SIGN AGREEMENT	25646 HWY 290	CYPRESS	TX	Lease	J.C. PENNEY CORPORATION, INC.
2945	MAIN STORE	2001 W OSCEOLA PKWY	KISSIMMEE	FL	Fee	J.C. PENNEY CORPORATION, INC.
2946	MAIN STORE	1015 E I 30	ROCKWALL	TX	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2946	INTERCOMPANY LEASE	1015 E I 30	ROCKWALL	TX	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2948	MAIN STORE	3065 RT 50	SARATOGA SPRINGS	NY	Fee	J.C. PENNEY CORPORATION, INC.
2949	MAIN STORE	1441 N HWY 77	WAXAHACHIE	TX	Fee	J.C. PENNEY PROPERTIES, INC.
2949	INTERCOMPANY LEASE	1441 N HWY 77	WAXAHACHIE	TX	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2950	MAIN STORE	800 S RANDALL RD	ALGONQUIN	IL	Fee	J.C. PENNEY PROPERTIES, INC.
2950	INTERCOMPANY LEASE	800 S RANDALL RD	ALGONQUIN	IL	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2951	MAIN STORE	2940 COMMERCE DR	JOHNSBURG	IL	Fee	J.C. PENNEY PROPERTIES, INC.
2951	INTERCOMPANY LEASE	2940 COMMERCE DR	JOHNSBURG	IL	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2952	MAIN STORE	4451 PROMENADE WAY	MATTESON	IL	Fee	J.C. PENNEY PROPERTIES, INC.
2952	INTERCOMPANY LEASE	4451 PROMENADE WAY	MATTESON	IL	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2952	SIGN AGREEMENT	4451 PROMENADE WAY	MATTESON	IL	Lease	J.C. PENNEY CORPORATION, INC.
2953	MAIN STORE	8100 N FLINTLOCK RD	KANSAS CITY	MO	Fee	J.C. PENNEY PROPERTIES, INC.
2953	INTERCOMPANY LEASE	8100 N FLINTLOCK RD	KANSAS CITY	MO	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2954	MAIN STORE	N96W18515 COUNTY LINE RD	MENOMONEE FALLS	WI	Lease	J.C. PENNEY CORPORATION, INC.
2955	MAIN STORE	4951 SLATTEN RANCH RD	ANTIOCH	CA	Fee	J.C. PENNEY CORPORATION, INC.
2955	SIGN AGREEMENT	4951 SLATTEN RANCH RD	ANTIOCH	CA	Lease	J.C. PENNEY CORPORATION, INC.
2956	MAIN STORE	550 PINNACLE PL	PRATTVILLE	AL	Fee	J.C. PENNEY PROPERTIES, INC.
2956	INTERCOMPANY LEASE	550 PINNACLE PL	PRATTVILLE	AL	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2957	MAIN STORE	4185 RIVERDALE RD	RIVERDALE	UT	Fee	J.C. PENNEY PROPERTIES, INC.
2957	INTERCOMPANY LEASE	4185 RIVERDALE RD	RIVERDALE	UT	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2959	MAIN STORE	419 E TRENTON RD	EDINBURG	TX	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2959	INTERCOMPANY LEASE	419 E TRENTON RD	EDINBURG	TX	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2960	MAIN STORE	1950 JOE BATTLE BLVD	EL PASO	TX	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2960	INTERCOMPANY LEASE	1950 JOE BATTLE BLVD	EL PASO	TX	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2961	MAIN STORE	3125 LOUISIANA AVE	LAFAYETTE	LA	Fee	J.C. PENNEY PROPERTIES, INC.
2961	INTERCOMPANY LEASE	3125 LOUISIANA AVE	LAFAYETTE	LA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2962	MAIN STORE	725 ADAMS DR	WEATHERFORD	TX	Fee	J.C. PENNEY CORPORATION, INC.
2963	MAIN STORE	1996 MEMORIAL DR STE 1	ST JOHNSBURY	VT	Lease	J.C. PENNEY CORPORATION, INC.
2964	MAIN STORE	2060 SAM RITTENBERG BLVD	CHARLESTON	SC	Fee	J.C. PENNEY PROPERTIES, INC.
2964	INTERCOMPANY LEASE	2060 SAM RITTENBERG BLVD	CHARLESTON	SC	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2965	MAIN STORE	3650 NEW CENTER PT	COLORADO SPRINGS	CO	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2965	INTERCOMPANY LEASE	3650 NEW CENTER PT	COLORADO SPRINGS	CO	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2966	MAIN STORE	8568 E 49TH AVE	DENVER	CO	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2966	INTERCOMPANY LEASE	8568 E 49TH AVE	DENVER	CO	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.

Page 42 of 46

Schedule 4.13

REAL ESTATE ASSETS

Store Number	Type/Use	Address	City	State	Real Estate Interest Held (Primary Interest)	Credit Party Holding Real Estate Interest
2967	MAIN STORE	50753 WATERSIDE DR	CHESTERFIELD TOWNSHP	MI	Fee	J.C. PENNEY PROPERTIES, INC.
2967	INTERCOMPANY LEASE	50753 WATERSIDE DR	CHESTERFIELD TOWNSHP	MI	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2968	MAIN STORE	24201 BRAZOS TOWN CROSSING	ROSENBERG	TX	Fee	J.C. PENNEY CORPORATION, INC.
2968	SIGN AGREEMENT	24201 BRAZOS TOWN CROSSING	ROSENBERG	TX	Lease	J.C. PENNEY CORPORATION, INC.
2969	MAIN STORE	610 GRAHAM DR	SHERMAN	TX	Fee	J.C. PENNEY CORPORATION, INC.
2970	MAIN STORE	5181 PEPPER ST	SPRING HILL	FL	Fee	J.C. PENNEY CORPORATION, INC.
2971	MAIN STORE	300 TOWN CENTER BLVD	WHITE LAKE TOWNSHIP	MI	Fee	J.C. PENNEY PROPERTIES, INC.
2971	INTERCOMPANY LEASE	300 TOWN CENTER BLVD	WHITE LAKE TOWNSHIP	MI	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2972	MAIN STORE	43690 FORD RD	CANTON	MI	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2972	INTERCOMPANY LEASE	43690 FORD RD	CANTON	MI	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2973	MAIN STORE	11325 W LINCOLN HWY	MOKENA	IL	Fee	J.C. PENNEY PROPERTIES, INC.
2973	INTERCOMPANY LEASE	11325 W LINCOLN HWY	MOKENA	IL	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2975	MAIN STORE	3333 MARKET PLACE DR	COUNCIL BLUFFS	IA	Fee	J.C. PENNEY PROPERTIES, INC.
2975	INTERCOMPANY LEASE	3333 MARKET PLACE DR	COUNCIL BLUFFS	IA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2976	MAIN STORE	515 CABELA DR	TRIADELPHIA	WV	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2976	INTERCOMPANY LEASE	515 CABELA DR	TRIADELPHIA	WV	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2977	MAIN STORE	5886 HIGHWAY 100	WASHINGTON	MO	Fee	J.C. PENNEY PROPERTIES, INC.
2977	INTERCOMPANY LEASE	5886 HIGHWAY 100	WASHINGTON	MO	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2978	MAIN STORE	9365 FIELDS ERTEL RD	CINCINNATI	OH	Lease	J.C. PENNEY CORPORATION, INC.
2979	MAIN STORE	2345 S HWY 27	CLERMONT	FL	Fee	J.C. PENNEY CORPORATION, INC.
2980	MAIN STORE	3165 INTERSTATE 45 N	CONROE	TX	Fee	J.C. PENNEY PROPERTIES, INC.
2980	INTERCOMPANY LEASE	3165 INTERSTATE 45 N	CONROE	TX	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2980	SIGN AGREEMENT	3165 INTERSTATE 45 N	CONROE	TX	Lease	J.C. PENNEY CORPORATION, INC.
2982	MAIN STORE	301 STACY RD	FAIRVIEW	TX	Fee	J.C. PENNEY PROPERTIES, INC.
2982	INTERCOMPANY LEASE	301 STACY RD	FAIRVIEW	TX	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2983	MAIN STORE	800 BARNES ST	SAN MARCOS	TX	Fee	J.C. PENNEY PROPERTIES, INC.
2983	INTERCOMPANY LEASE	800 BARNES ST	SAN MARCOS	TX	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2984	MAIN STORE	2037 LANTERN RIDGE DR	RICHMOND	KY	Fee	J.C. PENNEY CORPORATION, INC.
2985	MAIN STORE	6200 GRANDVIEW PKWY	DAVENPORT	FL	Ground Lease	J.C. PENNEY CORPORATION, INC.
2986	MAIN STORE	200 MARKET ST	FLOWOOD	MS	Fee	J.C. PENNEY PROPERTIES, INC.
2986	INTERCOMPANY LEASE	200 MARKET ST	FLOWOOD	MS	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2987	MAIN STORE	1001 RAINBOW DR	GADSDEN	AL	Lease	J.C. PENNEY CORPORATION, INC.
2988	MAIN STORE	7700 POLO GROUNDS BLVD	MEMPHIS	TN	Fee	J.C. PENNEY PROPERTIES, INC.
2988	INTERCOMPANY LEASE	7700 POLO GROUNDS BLVD	MEMPHIS	TN	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2989	MAIN STORE	1800 COASTAL GRAND CIR	MYRTLE BEACH	SC	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2989	INTERCOMPANY LEASE	1800 COASTAL GRAND CIR	MYRTLE BEACH	SC	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2990	MAIN STORE	6901 W 135TH ST	OVERLAND PARK	KS	Fee	J.C. PENNEY PROPERTIES, INC.

Page 43 of 46

Schedule 4.13

REAL ESTATE ASSETS

Store Number	Type/Use	Address	City	State	Real Estate Interest Held (Primary Interest)	Credit Party Holding Real Estate Interest
2990	INTERCOMPANY LEASE	6901 W 135TH ST	OVERLAND PARK	KS	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2991	MAIN STORE	5335 W LOOP 1604 N	SAN ANTONIO	TX	Fee	J.C. PENNEY PROPERTIES, INC.
2991	INTERCOMPANY LEASE	5335 W LOOP 1604 N	SAN ANTONIO	TX	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2991	SIGN AGREEMENT	5335 W LOOP 1604 N	SAN ANTONIO	TX	Lease	J.C. PENNEY CORPORATION, INC.
2992	MAIN STORE	4190 E COURT ST STE 500	BURTON	MI	Lease	J.C. PENNEY CORPORATION, INC.
2992	SIGN AGREEMENT	4190 E COURT ST STE 500	BURTON	MI	Lease	J.C. PENNEY CORPORATION, INC.
2993	MAIN STORE	798 GRAVOIS BLUFFS BLVD	FENTON	MO	Fee	J.C. PENNEY PROPERTIES, INC.
2993	INTERCOMPANY LEASE	798 GRAVOIS BLUFFS BLVD	FENTON	MO	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2993	SIGN AGREEMENT	BELLEFONTAINE	FENTON	MO	Lease	J.C. PENNEY CORPORATION, INC.
2993	SIGN AGREEMENT	798 GRAVOIS BLUFFS BLVD	FENTON	MO	Lease	J.C. PENNEY CORPORATION, INC.
2993	SIGN AGREEMENT	LOT 8A	FENTON	MO	Lease	J.C. PENNEY CORPORATION, INC.
2994	MAIN STORE	3363 LOWERY PKWY	FULTONDALE	AL	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2994	INTERCOMPANY LEASE	3363 LOWERY PKWY	FULTONDALE	AL	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2995	MAIN STORE	5858 E SAM HOUSTON PKWY N	HOUSTON	TX	Fee	J.C. PENNEY CORPORATION, INC.
2995	SIGN AGREEMENT	5858 E SAM HOUSTON PKWY N	HOUSTON	TX	Lease	J.C. PENNEY CORPORATION, INC.
2997	MAIN STORE	206 BLUEFISH DR	PANAMA CITY BEACH	FL	Fee	J.C. PENNEY CORPORATION, INC.
2998	MAIN STORE	19005 SE MILL PLAIN BLVD	VANCOUVER	WA	Ground Lease	J.C. PENNEY PROPERTIES, INC.
2998	INTERCOMPANY LEASE	19005 SE MILL PLAIN BLVD	VANCOUVER	WA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
2999	MAIN STORE	1060 PERIMETER DR	MANTECA	CA	Fee	J.C. PENNEY PROPERTIES, INC.
2999	INTERCOMPANY LEASE	1060 PERIMETER DR	MANTECA	CA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
3003	INTERCOMPANY LEASE	8702 N 2ND ST	MACHESNEY PARK	IL	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
3003	SUBLEASE	8702 N 2ND ST	MACHESNEY PARK	IL	Sublease (to Third Party)
3003	CATALOG OUTLET - 30	8702 N 2ND ST	MACHESNEY PARK	IL	Fee	J.C. PENNEY PROPERTIES, INC.
3010	CATALOG OUTLET - 30	240 COMMONWEALTH BLVD W STE145	MARTINSVILLE	VA	Lease	J.C. PENNEY CORPORATION, INC.
3013	CATALOG OUTLET - 30	9495 W 75TH ST	OVERLAND PARK	KS	Lease	J.C. PENNEY CORPORATION, INC.
3014	CATALOG OUTLET - 30	190 E GLENDALE AVE	SPARKS	NV	Lease	J.C. PENNEY CORPORATION, INC.
3029	CATALOG OUTLET - 30	4410 MILLS CIR	ONTARIO	CA	Lease	J.C. PENNEY CORPORATION, INC.
3034	SUBLEASE	2442 ROMIG RD	AKRON	OH	Sublease (to Third Party)
3034	CATALOG OUTLET - 30	2442 ROMIG RD	AKRON	OH	Sale Leaseback	J.C. PENNEY PROPERTIES, INC.
3036	INTERCOMPANY LEASE	246 JAMESTOWN MALL	FLORISSANT	MO	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
3036	SUBLEASE	246 JAMESTOWN MALL	FLORISSANT	MO	Sublease (to Third Party)
3036	CATALOG OUTLET - 30	246 JAMESTOWN MALL	FLORISSANT	MO	Fee	J.C. PENNEY PROPERTIES, INC.
3037	CATALOG OUTLET - 30	3050 N 5TH ST	READING	PA	Lease	J.C. PENNEY CORPORATION, INC.
3039	CATALOG OUTLET - 30	1801 BELTLINE RD SW STE 3	DECATUR	AL	Lease	J.C. PENNEY CORPORATION, INC.
3040	CATALOG OUTLET - 30	3430 PRESTON HWY	LOUISVILLE	KY	Lease	J.C. PENNEY CORPORATION, INC.
3900	AIR BRIDGE	406 W. 5TH AVENUE	ANCHORAGE	AK	Lease	J.C. PENNEY CORPORATION, INC.
3900	PARKING	406 W. 5TH AVENUE	ANCHORAGE	AK	Fee	J.C. PENNEY CORPORATION, INC.
4306	TELEMARKETING	1001 COMMERCE DRIVE	HARMARVILLE	PA	Lease	J.C. PENNEY CORPORATION, INC.
4312	INTERCOMPANY LEASE	1001 COMMERCE DRIVE	HARMARVILLE	PA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
4534	CUSTOM DECORATING	4741 & 4801 URBANI AVENUE	MCCLELLAN	CA	Lease	J.C. PENNEY CORPORATION, INC.

Page 44 of 46

Schedule 4.13

REAL ESTATE ASSETS

Store Number	Type/Use	Address	City	State	Real Estate Interest Held (Primary Interest)	Credit Party Holding Real Estate Interest
4573	CUSTOM DECORATING	4455-4497 SOUTH 134TH PL. BUILDING B, SUITE 4475	TUKWILA	WA	Lease	J.C. PENNEY CORPORATION, INC.
4573	CUSTOM DECORATING	331 SOUTH RIVER DRIVE, STE 4	TEMPE	AZ	Lease	J.C. PENNEY CORPORATION, INC.
5071	SUBLEASE	GOLF ROAD & MILWAUKEE AVE.	NILES	IL	Sublease (to Third Party)
5071	TREASURY	GOLF ROAD & MILWAUKEE AVE.	NILES	IL	Ground Lease	J.C. PENNEY CORPORATION, INC.
9005	LOGISTIC CENTER	1634 SALISBURY ROAD	STATESVILLE	NC	Fee	J.C. PENNEY CORPORATION, INC.
9005	PARKING	1634 SALISBURY ROAD	STATESVILLE	NC	Lease	J.C. PENNEY CORPORATION, INC.
9005	PARKING	1211 BARKLEY ROAD	STATESVILLE	NC	Lease	J.C. PENNEY CORPORATION, INC.
9005	PARKING	1211 BARKLEY ROAD	STATESVILLE	NC	Lease	J.C. PENNEY CORPORATION, INC.
9010	INTERCOMPANY LEASE	6800 VALLEY VIEW AVENUE	BUENA PARK	CA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
9010	LOGISTIC CENTER	6800 VALLEY VIEW AVENUE	BUENA PARK	CA	Fee	J.C. PENNEY PROPERTIES, INC.
9041	SUBLEASE	3801 PARKWOOD BLVD SUITE D-100	FRISCO	TX	Sublease (to Third Party)
9041	OFFICES	3801 PARKWOOD BLVD SUITE D-100	FRISCO	TX	Lease	J.C. PENNEY CORPORATION, INC.
9100	SUBLEASE	45 EAST BROADWAY	SALT LAKE CITY	UT	Sublease (to Third Party)
9100	ACCOUNTING OFFICE	310 SOUTH MAIN ST.	SALT LAKE CITY	UT	Lease	J.C. PENNEY CORPORATION, INC.
9100	PARKING	45 EAST BROADWAY	SALT LAKE CITY	UT	Lease	J.C. PENNEY CORPORATION, INC.
9113	SUBLEASE	3821 ELLISON DRIVE NW	ALBUQUERQUE	NM	Sublease (to Third Party)
9113	ECKERD DRUG - CVS	3821 ELLISON DRIVE NW	ALBUQUERQUE	NM	Lease	J.C. PENNEY CORPORATION, INC.
9130	INTERCOMPANY LEASE	5555 SCARBOROUGH BLVD.	COLUMBUS	OH	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
9130	SUBLEASE	5555 SCARBOROUGH BLVD.	COLUMBUS	OH	Sublease (to Third Party)
9130	LOGISTIC CENTER	5555 SCARBOROUGH BLVD.	COLUMBUS	OH	Fee	J.C.PENNEY PROPERTIES,INC.; J.C. PENNEY CORPORATION, INC.
9131	LOGISTIC CENTER	11810 W BURLEIGH ST	WAUWATOSA	WI	Fee	J.C. PENNEY PROPERTIES, INC.
9131	LOGISTIC CENTER	11810 W BURLEIGH ST	WAUWATOSA	WI	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
9132	INTERCOMPANY LEASE	10500 LACKMAN RD	LENEXA	KS	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
9132	LOGISTIC CENTER	10500 LACKMAN RD	LENEXA	KS	Fee	J.C. PENNEY PROPERTIES, INC.
9224	INTERCOMPANY LEASE	700 D’ARCY PARKWAY	LATHROP	CA	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
9224	LAND	501 D’ARCY PARKWAY	LATHROP	CA	Fee	J.C. PENNEY PROPERTIES, INC.
9224	LOGISTIC CENTER	700 D’ARCY PARKWAY	LATHROP	CA	Lease	J.C. PENNEY CORPORATION, INC.
9275	ADDITIONAL SPACE	124 ROSE LANE, SUITE 106	FRISCO	TX	Lease	J.C. PENNEY CORPORATION, INC.
9316	INTERCOMPANY LEASE	11111 STEAD BLVD.	RENO	NV	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
9316	LOGISTIC CENTER	11111 STEAD BLVD.	RENO	NV	Fee	J.C. PENNEY PROPERTIES, INC.
9317	INTERCOMPANY LEASE	1339 TOLLAND TPK	MANCHESTER	CT	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
9317	LOGISTIC CENTER	1339 TOLLAND TPK	MANCHESTER	CT	Fee	J.C. PENNEY PROPERTIES, INC.
9430	OFFICES	1120 E. WALNUT, SUITE 7	WATSEKA	IL	Lease	J.C. PENNEY CORPORATION, INC.
9435	INTERCOMPANY LEASE	1701 INTERMODAL PARKWAY; ALLIANCE AIRPORT	HASLET	TX	Lease (Intercompany)	J.C. PENNEY CORPORATION, INC.
9435	LOGISTIC CENTER	1701 INTERMODAL PARKWAY; ALLIANCE AIRPORT	HASLET	TX	Fee	J.C. PENNEY PROPERTIES, INC.
9442	STORE SUPPORT CENTER	1650 S HWY 67	CEDAR HILL	TX	Lease	J.C. PENNEY CORPORATION, INC.
9450	STORE SUPPORT CENTER	6800 STATE ROAD 33	LAKELAND	FL	Lease	J.C. PENNEY CORPORATION, INC.
9451	PARKING	1302 PUYALLUP STREET	SUMNER	WA	Lease	J.C. PENNEY CORPORATION, INC.
9451	STORE SUPPORT CENTER	2932 142ND AVENUE EAST	SUMNER	WA	Lease	J.C. PENNEY CORPORATION, INC.
9454	STORE SUPPORT CENTER	400 HIGHWAY 6	SPANISH FORK	UT	Lease	J.C. PENNEY CORPORATION, INC.
9474	OFFICES	200 LAFAYETTE STREET	NEW YORK	NY	Lease	J.C. PENNEY CORPORATION, INC.
9486	SUBLEASE	5500 FRONTAGE ROAD	ATLANTA	GA	Sublease (to Third Party)
9486	SUBLEASE	5500 FRONTAGE ROAD	ATLANTA	GA	Sublease (to Third Party)
9486	SUBLEASE	5500 FRONTAGE ROAD	ATLANTA	GA	Sublease (to Third Party)
9486(9129)	LOGISTIC CENTER	5500 SOUTH EXPRESSWAY/120 PENNEY RD/5500 FRONTAGE ROAD	ATLANTA/FOREST PARK	GA	Fee	J.C. PENNEY CORPORATION, INC.
9518	ENTERPRISE FURNITURE FACILITY	13770 NORTON AVENUE	CHINO	CA	Lease	J.C. PENNEY CORPORATION, INC.
9707	STORE SUPPORT CENTER	1200 NORTHBROOK PARKWAY, SUITE 180	SUWANEE	GA	Lease	J.C. PENNEY CORPORATION, INC.
9900	OFFICE	6501 LEGACY DRIVE	PLANO	TX	Fee	J.C. PENNEY CORPORATION, INC.
9900	HANGER FOR CORP AIRCRAFT	8111 LEMON AVE, STE 150	DALLAS	TX	Lease	J.C. PENNEY CORPORATION, INC.

Page 45 of 46

Schedule 4.13

REAL ESTATE ASSETS

Store Number	Type/Use	Address	City	State	Real Estate Interest Held (Primary Interest)	Credit Party Holding Real Estate Interest
9900	LAND	6501 LEGACY DRIVE	PLANO	TX	Lease (to Third Party)
9900	LAND	6501 LEGACY DRIVE	PLANO	TX	Lease (to Third Party)
9900	OFFICES	560 SOUTH WINCHESTER BLVD.	SAN JOSE	CA	Lease	J.C. PENNEY CORPORATION, INC.
9900	OFFICES	601 PENNSYLVANIA AVE NW	WASHINGTON	DC	Lease	J.C. PENNEY CORPORATION, INC.
9900	OFFICES	6501 LEGACY DRIVE	PLANO	TX	Fee	J.C. PENNEY CORPORATION, INC.
9900	OFFICES	3600 SOUTH HARBOR BLVD	OXNARD	CA	Lease	J.C. PENNEY CORPORATION, INC.
9900	OFFICES	300 SOUTH EL CAMINO ROAD, SUITE 201	SAN CLEMENTE	CA	Lease	J.C. PENNEY CORPORATION, INC.
9900	OFFICES	649 MISSION STREET	SAN FRANCISCO	CA	Lease	J.C. PENNEY CORPORATION, INC.
9900	OFFICES	328 BARRY AVENUE	WAYZATA	MN	Lease	J.C. PENNEY CORPORATION, INC.
9900	OFFICES	TWO CITY PLACE DRIVE, 2ND FL	ST LOUIS	MO	Lease	J.C. PENNEY CORPORATION, INC.
9900	OFFICES	1501 BROADWAY, 12TH FLOOR	NEW YORK	NY	Lease	J.C. PENNEY CORPORATION, INC.
9900	OFFICES	256 WEST 36TH STREET, 7TH FLOOR	NEW YORK	NY	Lease	J.C. PENNEY CORPORATION, INC.
9900	OFFICES	411 LAFAYETTE ST, 6TH FL	NEW YORK	NY	Lease	J.C. PENNEY CORPORATION, INC.
9900	QUALITY ASSURANCE	1625 CRESCENT CIRCLE, SUITES 115 AND 112	CARROLLTON	TX	Lease	J.C. PENNEY CORPORATION, INC.

Page 46 of 46

Schedule 4.14

Disclosed Matters

None.

11

SCHEDULE 5.15

TO CREDIT AND GUARANTY AGREEMENT

Post-Closing Matters

Insurance Matters. Collateral Agent shall have received, no later than 10 Business Days after the Closing Date (subject to extension by Collateral Agent), a certificate from the applicable Credit Party’s insurance broker or other evidence reasonably satisfactory to it that all insurance required to be maintained pursuant to Section 5.5 is in full force and effect, together with endorsements naming Collateral Agent, for the benefit of Secured Parties, as additional insured and loss payee thereunder to the extent required under Section 5.5.

Real Estate Matters. In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in certain Real Estate Assets, Collateral Agent shall have received from Borrower and each applicable Guarantor:

1. Evidence satisfactory to Collateral Agent that such Credit Party (A) has delivered to the Title Company, no later than 20 days after the Closing Date (subject to extension by Administrative Agent by up to 30 days), an executed Mortgage for recordation in the appropriate recording office, together with a written direction to record the same and funds sufficient to pay any applicable mortgage tax or other applicable recording charges or (B) has caused a Mortgage to have been recorded in the appropriate recording office no later than 30 days after the Closing Date (subject to extension by Administrative Agent by up to 30 days), with respect to each Schedule B Property.

2. Evidence satisfactory to Collateral Agent that such Credit Party has delivered to the Title Company, no later than 90 days after the Closing Date (subject to extension by Administrative Agent) (such date, as the same is extended, the “Owned Property Mortgage Outside Date”), an executed Mortgage for recordation in the appropriate recording office, together with a written direction to record the same and funds sufficient to pay any applicable mortgage tax or other applicable recording charges, with respect to the remaining owned real property of Borrower and any Guarantor with an aggregate value of a sufficient amount such that (i) at least 90% of the aggregate value of the fee owned properties constituting Material Real Estate Assets (x) having a value of $2.0 million or greater (based on the Agreed Values) and (y) if such real property is owned directly by Borrower, having a net book value below 0.25% of Stockholders’ Equity) have been mortgaged as of the Owned Property Mortgage Outside Date (taking into account all Mortgages delivered to the Title Company from the Closing Date to and including the Owned Property Mortgage Outside Date), and (ii) at least 90% of the aggregate value of the fee owned properties owned directly by Borrower and constituting Material Real Estate Assets having a value of $2.0 million or greater (based on the Agreed Values) and having a net book value below 0.25% of Stockholders’ Equity have been mortgaged as of the Owned Property Mortgage Outside Date (taking into account all Mortgages delivered to the Title Company from the Closing Date to and including the Owned Property Mortgage Outside Date) (collectively, the “Schedule C Properties”).

Schedule 5.15-1

3. Evidence satisfactory to Collateral Agent that such Credit Party has delivered to the Title Company, no later than 120 days after the Closing Date (subject to extension by Administrative Agent) (such date, as the same is extended, the “GL Property Mortgage Outside Date”), an executed Mortgage for recordation in the appropriate recording office, together with a written direction to record the same and funds sufficient to pay any applicable mortgage tax or other applicable recording charges, with respect to the remaining ground leased real property interests of Borrower and any Guarantor with an aggregate value of a sufficient amount such that at least 80% of the aggregate value of the ground leased properties constituting Material Real Estate Assets ((i) having a value of $2.0 million or greater (based on the Agreed Values) and (ii) if such real property is ground leased directly by Borrower, having a net book value below 0.25% of Stockholders’ Equity) have been mortgaged as of the GL Property Mortgage Outside Date (taking into account all Mortgages delivered to the Title Company from the Closing Date to and including the GL Property Mortgage Outside Date) (collectively, the “Schedule D Properties”).

4. A customary local counsel opinion in form reasonably acceptable to Administrative Agent to be delivered within 180 days of the Closing Date (subject to extension by Administrative Agent) with respect to each Mortgage for the Closing Date Mortgaged Properties, the Schedule B Properties, the Schedule C Properties and the Schedule D Properties, in each case, as to (i) form of Mortgage is recordable in the applicable jurisdiction; (ii) upon recordation, the Mortgage will constitute a valid lien against the applicable real property; (iii) enforceability of the Mortgage against the mortgagor; and (iv) other customary matters to be agreed.

5. ALTA extended coverage lenders’ policies of title insurance and a survey sufficient to cause the Title Company to remove the survey exception from such title policy to be delivered within 180 days of the Closing Date with respect to the following:

(a) 6800 Valley View Avenue, Buena Park, CA (DC);

(b) 11810 Burleigh Street, Wauwatosa, WI (DC);

(c) 16000 W 107^th Street, Lenexa, KA (DC);

(d) 11111 Stead Boulevard, Reno, NV (DC);

(e) 1339 Tolland TPK, Manchester, CT (DC);

(f) 1701 Intermodal Parkway, Haslet, TX (DC);

(g) 2525 Park Crescent Drive, Columbus, OH (DC);

(h) 1634 Salisbury Road, Statesville, NC (DC);

(i) 120 Penney Road, Atlanta, GA (DC); and

(j) the stores that are owned or ground leased and represent the twenty (20) most valuable properties constituting Material Real Estate Assets (based on the Agreed Values).

6. Evidence satisfactory to Collateral Agent that such Credit Party has delivered to the Title Company, no later than 365 days after the Closing Date, an executed Mortgage for recordation in the appropriate recording office, together with a written direction to record the same and funds sufficient to pay any applicable mortgage tax or other applicable recording charges, with respect to certain properties separately identified to Administrative Agent prior to April 28, 2013 (the “Specified Assets”), together with (i)

Schedule 5.15-2

customary local counsel opinions covering the matters described in Section 4 above and (ii) those items required by Section 3.1(d)(iii), in each case with respect to the Specified Assets.

7. In addition, Borrower and each applicable Guarantor shall, for a period of 365 days after the Closing Date, use their commercially reasonable efforts to deliver an executed Mortgage for recordation in the appropriate recording office, together with a written direction to record the same and funds sufficient to pay any applicable mortgage tax or other applicable recording charges, with respect to Material Real Estate Assets owned by the Borrower or such Guarantor as of the Closing Date (other than the Specified Assets and properties for which Mortgages have otherwise been delivered pursuant to the Credit Agreement), together with (i) customary local counsel opinions covering the matters described in Section 4 above and (ii) those items required by Section 3.1(d)(iii), in each case with respect to such Material Real Estate Assets.

Schedule 5.15-3

Schedule 6.1

Certain Indebtedness

Capital lease obligations as set forth on Annex A hereto	Amount as of 5/4/2013: $107,567,192.22
Promissory Note dated July 17, 2012 in the amount of $1,203,635,075 executed by J. C. Penney Corporation, Inc. payable to JCP Realty, Inc.
Promissory Note dated July 20, 2012 in the amount of $248,000,000 executed by J. C. Penney Corporation, Inc. payable to JCP Realty, Inc.

12

Annex A

Capital Lease Obligations

(see attached)

Capital Leases & Notes Payable

As of May 4, 2013

Store Capital Leases
Akron, OH	344,904.81
Richmond, CA	548,457.87
Ann Arbor, MI	119,196.56
Trenton, NJ	469,850.70
Total Stores	1,482,409.94
Vehicle Capital Leases		Lease #
MANCHESTER, CT	11,229.18	1001SL1
FORESTVILLE, MD	11,230.17	1002SL1
COLONIAL HEIGHTS, VA	10,944.88	1003SL1
EAST BRUNSWICK, NJ	11,211.03	1004SL1
CHERRY HILL, NJ	11,185.32	1005SL1
NORFOLK, VA	10,905.73	1006SL1
PITTSBURGH, PA	11,035.36	1007SL1
WILLIAMSVILLE, NY	11,132.67	1008SL1
DEWITT, NY	11,132.67	1009SL1
LANCASTER, PA	11,129.65	1010SL1
JACKSONVILLE, FL	10,924.48	1011SL1
SAINT PETERSBURG, FL	11,043.02	1012SL1
PINEVILLE, NC	10,944.88	1013SL1
MADISON, WI	10,996.53	1014SL1
MILWAUKEE, WI	11,097.73	1015SL1
LOMBARD, IL	10,978.34	1016SL1
RICHMOND HEIGHTS, OH	10,836.76	1017SL1
RICHMOND HEIGHTS, OH	10,836.76	1018SL1
BAY CITY, MI	10,914.19	1019SL1
GRAND RAPIDS, MI	10,798.04	1020SL1
WEST DES MOINES, IA	10,720.26	1021SL1
SPOKANE, WA	10,901.16	1022SL1
KENNEWICK, WA	11,112.72	1023SL1
VANCOUVER, WA	10,956.15	1024SL1
WICHITA, KS	10,918.22	1025SL1
FORT WORTH, TX	10,849.48	1026SL1
OKLAHOMA CITY, OK	10,849.48	1027SL1
FORT WORTH, TX	11,030.37	1028SL1
HOUSTON, TX	10,859.97	1029SL1
HOUSTON, TX	10,859.97	1030SL1
MERCED, CA	11,115.83	1031SL1
MERCED, CA	11,025.14	1032SL1
BUENA PARK, CA	10,963.72	1033SL1
CARLSBAD, CA	10,913.80	1034SL1
MORENO VALLEY, CA	10,906.20	1035SL1
TEMPE, AZ	10,872.87	1036SL1
CITRUS HEIGHTS, CA	11,035.62	1037SL1
CUPERTINO, CA	10,888.50	1038SL1
RICHMOND, CA	11,017.70	1039SL1
SANTA ROSA, CA	11,087.24	1040SL1
HIRAM, GA	2,665.71	1041SL1
HIRAM, GA	2,546.39	1042SL1
PORTLAND, OR	3,922.45	1043SL1
WEST DES MOINES, IA	2,546.39	1044SL1
WALDORF, MD	2,880.89	1045SL1
SOUTHAVEN, MS	2,553.37	1047SL1
MOKENA, IL	2,553.37	1048SL1
FAIRVIEW, TX	3,927.78	1049SL1
VISALIA, CA	4,168.25	1050SL1

Capital Leases & Notes Payable

As of May 4, 2013

Vehicle Capital Leases (cont.)		Lease #
PENSACOLA, FL	14,922.59	1051SL1
CHULA VISTA, CA	40,301.12	1052SL1
FREDERICKSBURG, VA	16,322.15	1053SL1
MADISON, WI	16,375.64	1054SL1
SPRINGFIELD, IL	16,210.24	1055SL1
MURFREESBORO, TN	1,116.49	1057SL1
SOUTHAVEN, MS	1,322.80	1058SL1
LEES SUMMIT, MO	1,113.44	1059SL1
BEAVERCREEK, OH	2,064.31	1061SL1
COLUMBIA, MD	1,798.69	1062SL1
PLEASANT PRAIRIE, WI	845.03	1063SL1
PLEASANT PRAIRIE, WI	2,652.87	1064SL1
LEES SUMMIT, MO	1,113.44	1065SL1
SANDY, UT	1,113.44	1066SL1
PORTLAND, OR	1,113.44	1067SL1
PUYALLUP, WA	2,322.74	1068SL1
MIDWEST CITY, OK	1,116.49	1070SL1
CANTON, MI	1,801.13	1071SL1
MOKENA, IL	1,116.49	1072SL1
FENTON, MO	1,801.13	1073SL1
LEAGUE CITY, TX	1,471.77	1074SL1
CANTON, MI	1,475.80	1075SL1
OWASSO, OK	2,868.98	1077SL1
OWASSO, OK	1,650.87	1078SL1
ASHLAND, KY	1,650.87	1079SL1
COLUMBIA, MD	2,595.30	1080SL1
HUMBLE, TX	1,650.87	1081SL1
ELMHURST, NY	3,130.31	1082SL1
VALPARAISO, IN	2,014.59	1083SL1
MIDWEST CITY, OK	3,265.58	1084SL1
CINCINNATI, OH	1,669.01	1085SL1
MANTECA, CA	1,655.39	1086SL1
NAPLES, FL	304.81	1096SL1
MILWAUKEE, WI	118.83	1105SL1
MILWAUKEE, WI	118.83	1106SL1
TULSA, OK	118.83	1108SL1
BUENA PARK, CA	145.25	1109SL1
NORTHRIDGE, CA	145.25	1110SL1
MERCED, CA	238.56	1112SL1
CUPERTINO, CA	331.33	1114SL1
PHILLIPSBURG, NJ	5,704.82	1131SL1
MANCHESTER, CT	5,704.82	1132SL1
CHERRY HILL, NJ	5,804.08	1133SL1
EAST BRUNSWICK, NJ	5,943.22	1134SL1
EAST BRUNSWICK, NJ	5,879.98	1135SL1
VICTOR, NY	5,766.12	1136SL1
WHEATON, MD	5,778.78	1138SL1
NORFOLK, VA	5,879.98	1139SL1
NAPLES, FL	5,729.34	1140SL1
BATON ROUGE, LA	5,778.78	1141SL1
FORT WORTH, TX	5,704.82	1142SL1
TEMPE, AZ	5,717.08	1143SL1
RICHMOND, CA	5,779.07	1144SL1
RICHMOND, CA	5,779.07	1145SL1
SPOKANE, WA	5,943.22	1146SL1
TUKWILA, WA	5,804.08	1147SL1

Capital Leases & Notes Payable

As of May 4, 2013

Vehicle Capital Leases (cont.)		Lease #
TUKWILA, WA	5,804.08	1148SL1
CEDAR RAPIDS, IA	5,533.74	1149SL1
SHAWNEE MISSION, KS	5,643.51	1150SL1
SHAWNEE MISSION, KS	5,643.51	1151SL1
KNOXVILLE, TN	1,561.08	1153SL1
ELMHURST, NY	2,465.61	1154SL1
HIRAM, GA	2,297.85	1155SL1
LEAGUE CITY, TX	2,196.52	1156SL1
OWASSO, OK	2,188.17	1158SL1
OWASSO, OK	2,194.18	1159SL1
AUSTIN, TX	2,194.18	1161SL1
MOORE, OK	2,270.48	1162SL1
CYPRESS, TX	2,194.18	1163SL1
FAIRVIEW, TX	2,200.14	1164SL1
MOUNT JULIET, TN	2,294.84	1166SL1
SAVANNAH, GA	348.35	1174SL1
HAMMOND, LA	2,944.42	1175SL1
PARAMUS, NJ	17,516.57	1176SL1
ALABASTER, AL	2,564.50	1177SL1
DENVER, CO	4,110.27	1178SL1
HOUSTON, TX	372.07	1180SL1
BARBOURSVILLE, WV	5,628.79	1181SL1
HUMBLE, TX	2,686.23	1182SL1
WHEATON, MD	17,375.85	1183SL1
MASSAPEQUA, NY	18,416.31	1184SL1
MANCHESTER, CT	17,848.21	1185SL1
PHILLIPSBURG, NJ	17,387.31	1186SL1
MEDIA, PA	17,395.61	1187SL1
ATLANTA, GA	16,493.43	1188SL1
ALTAMONTE SPRINGS, FL	16,516.02	1189SL1
GREENWOOD, IN	16,467.45	1190SL1
SAINT LOUIS, MO	16,464.06	1191SL1
PEORIA, IL	16,549.16	1192SL1
HOUSTON, TX	16,464.06	1193SL1
TEMPE, AZ	16,459.92	1194SL1
BUENA PARK, CA	17,892.75	1195SL1
NORTHRIDGE, CA	17,894.38	1196SL1
VANCOUVER, WA	17,473.48	1197SL1
TUKWILA, WA	16,952.18	1198SL1
AURORA, CO	16,519.41	1199SL1
WEST DES MOINES, IA	2,885.85	1200SL1
INDEPENDENCE, MO	2,615.14	1201SL1
PASADENA, TX	2,632.27	1202SL1
KANSAS CITY, MO	2,462.37	1203SL1
MUSKEGON, MI	1,924.22	1204SL1
PUYALLUP, WA	2,756.16	1205SL1
ROCKFORD, IL	1,736.81	1206SL1
LAS VEGAS, NV	4,248.24	1207SL1
COLORADO SPRINGS, CO	3,014.48	1208SL1
MONTGOMERY, IL	2,301.57	1209SL1
BROOMFIELD, CO	3,014.48	1210SL1
LAKE HAVASU CITY, AZ	3,143.75	1211SL1
BESSEMER, AL	2,181.71	1212SL1
GADSDEN, AL	2,181.71	1213SL1
FULTONDALE, AL	1,684.06	1214SL1
RENO, NV	3,258.51	1215SL1

Capital Leases & Notes Payable

As of May 4, 2013

Vehicle Capital Leases (cont.)		Lease #
GRAND JUNCTION, CO	2,755.91	1216SL1
MONTROSE, CO	2,755.91	1217SL1
MUSKEGON, MI	2,357.01	1218SL1
VISALIA, CA	3,088.27	1220SL1
Tukwilla, WA	23,371.67	1221SL1
Tukwila, WA	23,371.67	1222SL1
MICHIGAN CITY, IN	23,498.60	1223SL1
SPRINGFIELD, IL	23,412.29	1224SL1
RALEIGH, NC	23,376.75	1225SL1
WILLIAMSVILLE, NY	23,345.27	1226SL1
BALTIMORE, MD	23,422.44	1227SL1
CHERRY HILL, NJ	23,366.60	1228SL1
BAY CITY, MI	23,347.30	1229SL1
DEARBORN, MI	23,370.15	1230SL1
RICHMOND HEIGHTS, OH	23,407.72	1231SL1
CINCINNATI, OH	23,395.54	1232SL1
BUENA PARK, CA	23,372.18	1233SL1
BUENA PARK, CA	23,372.18	1234SL1
HOUSTON, TX	23,330.55	1235SL1
HOUSTON, TX	23,330.55	1236SL1
GOODLETTSVILLE, TN	23,336.13	1237SL1
ALTAMONTE SPRINGS, FL	23,336.13	1238SL1
Total Vehicle Capital Leases	1,560,203.36
Other Real Estate Capital Leases
Yuma, AZ	110,728.02
Lithonia, GA	309,320.00
Total Other Real Estate Capital Leases	420,048.02

Capital Leases & Notes Payable

As of May 4, 2013

IT Capital Leases		Description
Cisco-10	852,522.48	3rd Party Hardware-SC007-0-Network Refresh
Cisco-11	651,127.10	3rd Party hardware-SC008-0-Network Refresh
Cisco-12	645,020.46	3rd Party Hardware-SC009-0-network refresh
Cisco-13	7,134,404.39	Cisco Hardware-011-000-Network Refresh
Cisco-15	2,591,926.57	Cisco-012-000-Network Refresh P1203565
Cisco-16	3,387,815.72	Cisco-013-000-Network Refresh-P1203565
Cisco-17	926,292.51	Network Refresh - 018-000
Cisco-5	1,348,352.78	Cisco hardware 001-000 Network Refresh
Cisco-6	23,137,615.28	Cisco hardware-002-000-Network Refresh
Cisco-7	1,270,768.23	3rd Party-SC003-0-Network Refresh Hardware
Cisco-8	852,524.70	3rd Party Hardware-SC004-0-Network Refresh
Cisco-9	4,552,349.62	Cisco Hardware-SC005-0-Networ Refresh
EMC-3	2,297,164.06	Lenexa VMAX - ADW Refresh
HPFS-27	546,850.36	100017000095-P1203565-Network Refresh
HPFS-28	2,203,793.95	100017000096-P1203565-Network Refresh
IBM-1	71,715.34	Columbus HX5 Blades - network refresh
IBM-14	49,039.60	IBM-D00H24350 - Network Refresh-P1203566
IBM-18	352,606.70	Alcatel Upgrade - D00H25218 - P1203565
IBM-19	1,442,658.52	D00H26156 - P1203565 - Network Refresh
IBM-2	67,619.54	Lenexa HX5 Blades - Network Refresh
IBM-20	489,822.79	D00H27425-P1203565-Network Refresh
IBM-21	245,228.14	D00H30101 - P1203565 - Network Refresh
IBM-22	194,111.78	D00H30404-P1203565 - Network Refresh
IBM-23	3,104,945.96	D00H32051 - P1203565 - Network Refresh
IBM-24	2,110,403.29	D00H31180 - P1203565 - Network Refresh
IBM-25	3,198,784.75	D00H32409 - P1203565 - Network Refresh
IBM-26	40,758.60	D00H34254-P1203565-Network Refresh
IGF-4	88,807.62	jTime Hardware - jTime Upgrade
HPFS-29	1,232,633.19	100017000098-3rd Party Services - Network Refresh
HPFS-30	834,177.58	100017000099-3rd Party Services-Network Refresh
Total IT Capital Leases	65,921,841.61
IT Notes Payable		Description
0001-Workforce	655,087.58	Workforce Mgmt Mobility Software License
IBM Sterling Order Fulfillment Software	865,775.90	IBM Sterling Order Fulfillment Software
Oracle Software ULA	36,661,825.81	Oracle Software ULA Agreement
Total IT Financing Agreements	38,182,689.29
Total Capital Leases & Notes Payable	107,567,192.22

Schedule 6.2

Certain Liens

Liens securing the Capital Lease Obligations listed on Schedule 6.1 on the assets subject to such leases.

14

Schedule 6.3

Certain Restrictive Agreements

1. Restrictions which appear in (a) that certain Indenture, dated as of October 1, 1982, as supplemented by the First Supplemental Indenture, dated as of March 15, 1983, as further supplemented by the Second Supplemental Indenture, dated as of May 1, 1984, as further supplemented by the Third Supplemental Indenture, dated as of March 7, 1986, as further supplemented by the Fourth Supplemental Indenture, dated as of June 7, 1991, and as further supplemented by the Fifth Supplemental Indenture, dated as of January 27, 2002, among the Borrower (formerly known as J. C. Penney Company, Inc.), as issuer, Holdings, as co-obligor, and Wilmington Trust Company, National Association, as trustee and (b) that certain Indenture, dated as of April 1, 1994, as supplemented by the First Supplemental Indenture, dated as of January 27, 2002, and as further supplemented by the Second Supplemental Indenture, dated as of July 26, 2002, among the Borrower (formerly known as J. C. Penney Company, Inc.), as issuer, Holdings, as co-obligor, and Wilmington Trust Company, National Association, as trustee.

2. Restrictions which appear in JCPenney leases which prevent the use of that leasehold interest itself as security for any obligation.

3. Restrictions which appear in the Consumer Credit Card Program Agreement by and between the Parent Borrower and GE Money Bank, originally dated as of December 6, 1999 and Amended and Restated as of November 5, 2009, and as further amended (the “GE Agreement”), which restricts the Parent Borrower from pledging a security interest in any interest of the Parent Borrower in any “Bank Property” (as defined in the GE Agreement).

15

Schedule 6.6

Certain Investments

JCP Realty, Inc.	100% of the 10 shares of its common stock
J. C. Penney Company, Inc. investment in Martha Stewart Living Omnimedia, Inc.	11 million shares of Class A common stock and 1 share of Series A preferred stock in Martha Stewart Living Omnimedia, Inc.

16

EXHIBIT A-1 TO

CREDIT AND GUARANTY AGREEMENT

FUNDING NOTICE

Reference is made to the Credit and Guaranty Agreement, dated as of May 22, 2013 (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among J. C. PENNEY CORPORATION, INC., a Delaware corporation (“Borrower”), J. C. PENNEY COMPANY, INC., a Delaware corporation, certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS BANK USA (“Goldman Sachs”), as Administrative Agent and Collateral Agent, Goldman Sachs, BARCLAYS BANK PLC, J.P. MORGAN SECURITIES LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and UBS SECURITIES LLC, as Joint Arrangers and Joint Bookrunners, and the other agents party thereto.

Pursuant to Section 2.1 of the Credit Agreement, Borrower desires that Lenders make the following Loans to Borrower in accordance with the applicable terms and conditions of the Credit Agreement on [            ], 20[    ] (the “Credit Date”):

¨	Base Rate Loans:	$[      ,      ,      ]
¨	Eurodollar Rate Loans, with an initial Interest Period of              month(s):	$[      ,      ,      ]

Borrower hereby certifies that:

(i) as of the Credit Date, the representations and warranties contained in each of the Credit Documents are true and correct in all material respects on and as of such Credit Date to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and

(ii) as of the Credit Date, no event has occurred and is continuing or would result from the consummation of the borrowing contemplated hereby that would constitute an Event of Default or a Default.

EXHIBIT A-1-1

The account of Borrower to which the proceeds of the Loans requested on the Credit Date are to be made available by Administrative Agent to the Borrower is as follows:

Bank Name:

Bank Address:

ABA Number:

Account Number:

Attention:

Reference:

This Funding Notice is a Credit Document under and as defined in the Credit Agreement.

Date: [            ], 2013	J. C. PENNEY CORPORATION, INC.
	By:
	Name:
	Title:

EXHIBIT A-1-2

EXHIBIT A-2 TO

CREDIT AND GUARANTY AGREEMENT

CONVERSION/CONTINUATION NOTICE

Reference is made to the Credit and Guaranty Agreement, dated as of May 22, 2013 (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among J. C. PENNEY CORPORATION, INC., a Delaware corporation (“Borrower”), J. C. PENNEY COMPANY, INC., a Delaware corporation, certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS BANK USA (“Goldman Sachs”), as Administrative Agent and Collateral Agent, Goldman Sachs, BARCLAYS BANK PLC, J.P. MORGAN SECURITIES LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and UBS SECURITIES LLC, as Joint Arrangers and Joint Bookrunners, and the other agents party thereto.

Pursuant to Section 2.9 of the Credit Agreement, Borrower desires to convert or to continue the following Loans, each such conversion and/or continuation to be effective as of [            ], 20[    ]:

$[      ,      ,      ]	Eurodollar Rate Loans to be continued with an Interest Period of [            ] month(s)
$[      ,      ,      ]	Base Rate Loans to be converted to Eurodollar Rate Loans with an Interest Period of [            ] month(s)
$[      ,      ,      ]	Eurodollar Rate Loans to be converted to Base Rate Loans

Borrower hereby certifies that as of the date hereof, no event has occurred and is continuing or would result from the consummation of the conversion and/or continuation contemplated hereby that would constitute an Event of Default. This Conversion/Continuation Notice is a Credit Document under and as defined in the Credit Agreement.

Date: [            ], 20[    ]	J. C. PENNEY CORPORATION, INC.
	By:
	Name:
	Title:

EXHIBIT A-2-1

EXHIBIT B TO

CREDIT AND GUARANTY AGREEMENT

NOTE

$[      ,      ,      ]

[            ], 20[    ] New York, New York

FOR VALUE RECEIVED, J. C. PENNEY CORPORATION, INC., a Delaware corporation (“Borrower”), promises to pay [NAME OF LENDER] (“Payee”) or its registered assigns the principal amount of [        ] DOLLARS ($[      ,      ,      ]) in the installments referred to below.

Borrower also promises to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of that certain Credit and Guaranty Agreement, dated as of May 22, 2013 (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Borrower, J. C. PENNEY COMPANY, INC., a Delaware corporation, certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS BANK USA (“Goldman Sachs”), as Administrative Agent and Collateral Agent, Goldman Sachs, BARCLAYS BANK PLC, J.P. MORGAN SECURITIES LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and UBS SECURITIES LLC, as Joint Arrangers and Joint Bookrunners, and the other agents party thereto.

Borrower shall make scheduled principal payments on this Note as set forth in Section 2.12 of the Credit Agreement.

This Note is one of the “Notes” (as defined in the Credit Agreement) and is issued pursuant to and entitled to the benefits of the Credit Agreement, to which reference is hereby made for a more complete statement of the terms and conditions under which the Loan evidenced hereby was made and is to be repaid.

All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds at the Principal Office of Administrative Agent or at such other place as shall be designated in writing for such purpose in accordance with the terms of the Credit Agreement. Unless and until an Assignment Agreement effecting the assignment or transfer of the obligations evidenced hereby shall have been accepted by Administrative Agent and recorded in the Register, Borrower, each Agent and Lenders shall be entitled to deem and treat Payee as the owner and holder of this Note and the obligations evidenced hereby. Payee hereby agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; provided, the failure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligations of Borrower hereunder with respect to payments of principal of or interest on this Note.

EXHIBIT B-1

This Note is subject to mandatory prepayment and to prepayment at the option of Borrower, each as provided in the Credit Agreement.

THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF BORROWER AND PAYEE HEREUNDER 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.

Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit Agreement.

The terms of this Note are subject to amendment only in the manner provided in the Credit Agreement.

Borrower promises to pay all costs and expenses, including reasonable attorneys’ fees, all as provided in the Credit Agreement, incurred in the collection and enforcement of this Note. Borrower and any endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and hereby waive diligence, presentment, protest, demand notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense to any demand hereunder.

[Remainder of page intentionally left blank]

EXHIBIT B-2

IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed and delivered by its officer thereunto duly authorized as of the date and at the place first written above.

J. C. PENNEY CORPORATION, INC.

By:

Name:

Title:

EXHIBIT B-3

EXHIBIT C TO

CREDIT AND GUARANTY AGREEMENT

COMPLIANCE CERTIFICATE

THE UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS:

1. I am the [                            ]¹ of [J. C. PENNEY COMPANY, INC., a Delaware corporation] [J. C. PENNEY CORPORATION, INC., a Delaware corporation].

2. I have reviewed the terms of that certain Credit and Guaranty Agreement, dated as of May 22, 2013 (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among J. C. PENNEY CORPORATION, INC., a Delaware corporation (“Borrower”), J. C. PENNEY COMPANY, INC., a Delaware corporation (“Holdings”), certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS BANK USA (“Goldman Sachs”), as Administrative Agent and Collateral Agent, Goldman Sachs, BARCLAYS BANK PLC, J.P. MORGAN SECURITIES LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and UBS SECURITIES LLC, as Joint Arrangers and Joint Bookrunners, and the other agents party thereto, and I have made, or have caused to be made under my supervision, a review in reasonable detail of the transactions and condition of Holdings and its Subsidiaries during the accounting period covered by the attached financial statements.

3. The examination described in paragraph 2 above did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes an Event of Default or Default that has occurred and is continuing as of the date of this Certificate, except as set forth in a separate attachment, if any, to this Certificate, describing in detail, the nature of the condition or event, the period during which it has existed and the action which Borrower has taken, is taking, or proposes to take with respect to each such condition or event.

4. [A] [No] change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements referred to in Section 4.7 of the Credit Agreement or delivered pursuant to Section 5.1(b) of the Credit Agreement, as applicable[, and the effect of such change on the financial statements accompanying this Certificate are specified in a separate attachment to this Certificate].

This Compliance Certificate is a Credit Document under and as defined in the Credit Agreement.

[Remainder of page intentionally left blank]

¹  Insert title of Financial Officer.

EXHIBIT C-1

The foregoing certifications, together with the financial statements delivered with this Certificate and the statements set forth in any attachments hereto, are made and delivered [            ], 20[    ] pursuant to Section 5.1(c) of the Credit Agreement.

[J. C. PENNEY COMPANY, INC.]

[J. C. PENNEY CORPORATION, INC.]

By:

Name:

Title:

EXHIBIT C-2

EXHIBIT D TO

CREDIT AND GUARANTY AGREEMENT

ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (this “Assignment”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of the Assignor’s outstanding rights and obligations thereunder, and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by the Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment, without representation or warranty by the Assignor.

1.	Assignor:
2.	Assignee:	[and is an Affiliate/Related Fund1 of [identify Lender]] [Assignor is not a Defaulting Lender] Markit Entity Identifier (if any):
3.	Borrower:	J. C. PENNEY CORPORATION, INC., a Delaware corporation
4.	Administrative Agent:	GOLDMAN SACHS BANK USA, as the administrative agent under the Credit Agreement
5.	Credit Agreement:	The Credit and Guaranty Agreement dated as of May 22, 2013, among Borrower, J. C. PENNEY COMPANY, INC., a Delaware corporation, certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS BANK USA (“Goldman Sachs”), as Administrative Agent and Collateral Agent, Goldman Sachs, BARCLAYS BANK PLC, J.P. MORGAN SECURITIES LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and UBS SECURITIES LLC, as Joint Arrangers and Joint Bookrunners, and the other agents party thereto

¹  Select as applicable

EXHIBIT D-1

6. Assigned Interest[s]:

Aggregate Amount of Commitment/Loans for all Lenders	Amount of Commitment/Loans Assigned	Percentage Assigned of Commitment/Loans2
$	$		%
$	$		%
$	$		%

Effective Date:             , 20     [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

7. Notice and Wire Instructions:

[NAME OF ASSIGNOR]		[NAME OF ASSIGNEE]
Notices:		Notices:
	Attention:		Attention:
	Telecopier:		Telecopier:
with a copy to:		with a copy to:
	Attention:		Attention:
	Telecopier:		Telecopier:
Wire Instructions:		Wire Instructions:

²  Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

EXHIBIT D-2

The terms set forth in this Assignment are hereby agreed to:

ASSIGNOR

[NAME OF ASSIGNOR]

By:

Title:

ASSIGNEE

[NAME OF ASSIGNEE]

By:

Title:

[Consented to and]³ Accepted:

[GOLDMAN SACHS BANK USA],
as Administrative Agent

By:

Title:

[Consented to:]⁴

[J. C. PENNEY CORPORATION, INC.]

By:

Title:

³  To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

⁴  To be added only if the consent of Borrower is required by the terms of the Credit Agreement.

EXHIBIT D-3

ANNEX 1

STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT

AND ASSUMPTION AGREEMENT

1. Representations and Warranties.

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and (iv) it is not a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with any Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document delivered pursuant thereto, other than this Assignment (herein collectively the “Credit Documents”), or any collateral thereunder, (iii) the financial condition of Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document.

1.2 Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and to purchase the Assigned Interest, (vi) it has, independently and without reliance upon Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and to purchase the Assigned Interest, and (vii) if it is a Non-US Lender, attached to this Assignment is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender.

2. Payments. All payments with respect to the Assigned Interests shall be made on the Effective Date as follows:

2.1 From and after the Effective Date, Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date. Notwithstanding the foregoing, Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date to the Assignee.

EXHIBIT D-4

3. General Provisions. This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment is a Credit Document under and as defined in the Credit Agreement. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to conflict of laws principles thereof.

[Remainder of page intentionally left blank]

EXHIBIT D-5

EXHIBIT E TO

CREDIT AND GUARANTY AGREEMENT

CERTIFICATE RE NON BANK STATUS

Reference is made to the Credit and Guaranty Agreement, dated as of May 22, 2013 (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among J. C. PENNEY CORPORATION, INC., a Delaware corporation (“Borrower”), J. C. PENNEY COMPANY, INC., a Delaware corporation, certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS BANK USA (“Goldman Sachs”), as Administrative Agent and Collateral Agent, Goldman Sachs, BARCLAYS BANK PLC, J.P. MORGAN SECURITIES LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and UBS SECURITIES LLC, as Joint Arrangers and Joint Bookrunners, and the other agents party thereto. Pursuant to Section 2.20(c) of the Credit Agreement, the undersigned hereby certifies that it is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code of 1986, as amended.

[NAME OF LENDER]

By:

Name:

Title:

EXHIBIT E-1

EXHIBIT F TO

CREDIT AND GUARANTY AGREEMENT

CLOSING DATE CERTIFICATE

THE UNDERSIGNED HEREBY CERTIFY AS FOLLOWS:

1. I am the chief financial officer of J. C. PENNEY COMPANY, INC., a Delaware corporation (“Holdings”) and J. C. PENNEY CORPORATION, INC., a Delaware corporation (“Borrower”).

2. I have reviewed the terms of Section 3 of the Credit and Guaranty Agreement, dated as of May 22, 2013 (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Borrower, Holdings, certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS BANK USA (“Goldman Sachs”), as Administrative Agent and Collateral Agent, Goldman Sachs, BARCLAYS BANK PLC, J.P. MORGAN SECURITIES LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and UBS SECURITIES LLC, as Joint Arrangers and Joint Bookrunners, and the other agents party thereto, and the definitions and provisions contained in such Credit Agreement relating thereto, and in my opinion I have made, or have caused to be made under my supervision, such examination or investigation as is necessary to enable me to express an informed opinion as to the matters referred to herein.

3. Based upon my review and examination described in paragraph 2 above, I certify, on behalf of Holdings and Borrower, solely in my capacity as chief financial officer and not in any individual capacity, that as of the date hereof:

(i) the representations and warranties contained in each of the Credit Documents are true and correct in all material respects on and as of the Closing Date to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true and correct in all respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof;

(ii) there are no actions, suits or proceedings by or before any Governmental Authority enjoining the financing contemplated by the Credit Agreement; and

(iii) no event has occurred and is continuing or would result from the consummation of the borrowing contemplated hereby that would constitute an Event of Default or a Default.

4. As of the date hereof: (a) both before and after giving effect to the Credit Agreement and the initial borrowings thereunder, there does not exist any “Event of Default” under and as defined in the ABL Credit Agreement, the 1994 Indenture and any notes or

EXHIBIT F-1

debentures issued thereunder or, to the extent not satisfied and discharged at or prior to the Closing Date, the 2023 Indenture and any notes or debentures issued thereunder; (b) there has been no amendment or modification to, or waiver under, the ABL Credit Agreement after April 28, 2013 that is adverse in any material respect to the Arrangers or the Lenders; (c) there has been no issuance or borrowing of indebtedness by Holdings or any of its Subsidiaries after April 28, 2013 that is secured by any of the Collateral, other than revolving loans made and letters of credit issued under the ABL Credit Agreement; and (d) Borrower’s designation of all Subsidiaries of Borrower that have been previously designated as “Restricted Subsidiaries” under and as defined in the 1994 Indenture and each series of notes and debentures issued thereunder has been canceled such that there are no “Restricted Subsidiaries” of Borrower under such indenture.

5. This Closing Date Certificate is a Credit Document under and as defined in the Credit Agreement.

The foregoing certifications are made and delivered as of May 22, 2013.

J. C. PENNEY COMPANY, INC.
J. C. PENNEY CORPORATION, INC.
Name:
Title:	Chief Financial Officer

EXHIBIT F-2

EXHIBIT G TO

CREDIT AND GUARANTY AGREEMENT

COUNTERPART AGREEMENT

This COUNTERPART AGREEMENT, dated [            ], 2013 (this “Counterpart Agreement”) is delivered pursuant to that certain Credit and Guaranty Agreement, dated as of May 22, 2013 (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among J. C. PENNEY CORPORATION, INC., a Delaware corporation (“Borrower”), J. C. PENNEY COMPANY, INC., a Delaware corporation, certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS BANK USA (“Goldman Sachs”), as Administrative Agent and Collateral Agent, Goldman Sachs, BARCLAYS BANK PLC, J.P. MORGAN SECURITIES LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and UBS SECURITIES LLC, as Joint Arrangers and Joint Bookrunners, and the other agents party thereto.

Section 1. Pursuant to Section 5.10 of the Credit Agreement, the undersigned hereby:

(a) agrees that this Counterpart Agreement may be attached to the Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Credit Agreement and agrees to be bound by all of the terms thereof;

(b) represents and warrants that each of the representations and warranties set forth in the Credit Agreement and each other Credit Document and applicable to the undersigned is true and correct on and as of the date of this Counterpart Agreement, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof;

(c) no event has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof, that would constitute an Event of Default or a Default;

(d) agrees to irrevocably and unconditionally guaranty the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Section 7 of the Credit Agreement; and

(e) the undersigned hereby (i) agrees that this counterpart may be attached to the Pledge and Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Pledge and Security Agreement as if it were an original signatory thereto, (iii) grants to Collateral Agent a security interest in and continuing lien

EXHIBIT G-1

on all of the undersigned’s right, title and interest in, to and under all “Collateral” (as such term is defined in the Pledge and Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to Collateral Agent supplements to all schedules attached to the Pledge and Security Agreement with respect to the assets of the undersigned. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Pledge and Security Agreement.

Section 2. The undersigned agrees from time to time, upon request of Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the undersigned and Administrative Agent. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 10.1 of the Credit Agreement, and all for purposes thereof, the notice address of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Counterpart Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. This Counterpart Agreement is a Credit Document under and as defined in the Credit Agreement.

THIS COUNTERPART AGREEMENT 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.

[Remainder of page intentionally left blank]

EXHIBIT G-2

IN WITNESS WHEREOF, the undersigned has caused this Counterpart Agreement to be duly executed and delivered by its duly authorized officer as of the date above first written.

[NAME OF SUBSIDIARY]

By:

Name:

Title:

Address for Notices:
	Attention:
	Telecopier
with a copy to:
	Attention:
	Telecopier
ACKNOWLEDGED AND ACCEPTED, as of the date above first written:
GOLDMAN SACHS BANK USA, as Administrative Agent and Collateral Agent
By:
Name:
Title:

EXHIBIT G-3

EXHIBIT H TO

CREDIT AND GUARANTY AGREEMENT

PLEDGE AND SECURITY AGREEMENT

[Attached.]

EXHIBIT H-1

Exhibit H

EXECUTION VERSION

PLEDGE AND SECURITY AGREEMENT

dated as of May 22, 2013

among

J. C. PENNEY CORPORATION, INC.,

J. C. PENNEY COMPANY, INC.,

EACH OF THE OTHER GRANTORS PARTY HERETO

and

GOLDMAN SACHS BANK USA,

as Collateral Agent

TABLE OF CONTENTS

		PAGE
SECTION 1. DEFINITIONS; GRANT OF SECURITY			1
1.1	General Definitions		1
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		11
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		14
5.5	Goods		15
5.6	Pledged Equity Interests, Investment Related Property		15
5.7	Intellectual Property		15
5.8	Aircraft		16
SECTION 6. COVENANTS AND AGREEMENTS			17
6.1	Grantor Information and Status		17
6.2	Commercial Tort Claims		17
6.3	Ownership of Collateral and Absence of Other Liens		17
6.4	Status of Security Interest		17
6.5	Goods and Receivables		18
6.6	Pledged Equity Interests, Investment Related Property		18
6.7	Intellectual Property		19
6.8	Insurance		19
6.9	Aircraft Collateral		20
SECTION 7. FURTHER ASSURANCES; ADDITIONAL GRANTORS			20
7.1	Further Assurances		20
7.2	Additional Grantors		21
SECTION 8. COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT			21
8.1	Power of Attorney		21
8.2	No Duty on the Part of Collateral Agent or Secured Parties		23

i

8.3	Appointment Pursuant to Credit Agreement	23
SECTION 9. REMEDIES		23
9.1	Generally	23
9.2	Application of Proceeds	25
9.3	Sales on Credit	25
9.4	Investment Related Property	25
9.5	Grant of Intellectual Property License	26
9.6	Intellectual Property	26
9.7	Cash Proceeds; Deposit Accounts	28
SECTION 10. COLLATERAL AGENT		28
SECTION 11. CONTINUING SECURITY INTEREST; TRANSFER OF LOANS		28
SECTION 12. STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM		29
SECTION 13. MISCELLANEOUS		29

SCHEDULE 5.2 — COLLATERAL IDENTIFICATION

SCHEDULE 5.4 — FINANCING STATEMENTS

SCHEDULE 5.5 — LOCATION OF EQUIPMENT AND INVENTORY

EXHIBIT A — PLEDGE SUPPLEMENT

EXHIBIT B — TRADEMARK SECURITY AGREEMENT

EXHIBIT C — PATENT SECURITY AGREEMENT

EXHIBIT D — COPYRIGHT SECURITY AGREEMENT

ii

This PLEDGE AND SECURITY AGREEMENT, dated as of May 22, 2013 (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 “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 GOLDMAN SACHS BANK USA (“Goldman Sachs”), as collateral agent for the Secured Parties (as herein defined) (in such capacity as collateral agent, together with its successors and permitted assigns, the “Collateral Agent”).

RECITALS:

WHEREAS, reference is made to that certain Credit and Guaranty Agreement, dated as of the date hereof (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Borrower, Holdings, certain subsidiaries of the Borrower party thereto from time to time, the lenders party thereto from time to time (the “Lenders”), Goldman Sachs, as Administrative Agent and Collateral Agent, Goldman Sachs, BARCLAYS BANK PLC, J.P. MORGAN SECURITIES LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and UBS SECURITIES LLC, as Joint Arrangers and Joint Bookrunners, and the other agents party thereto;

WHEREAS, in consideration of the extensions of credit and other accommodations of Lenders as set forth in the Credit Agreement, each Grantor has agreed to secure such Grantor’s obligations under the Credit Documents as set forth herein; and

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, each Grantor and the Collateral Agent agree as follows:

SECTION 1. DEFINITIONS; GRANT OF SECURITY.

1.1 General Definitions. In this Agreement, the following terms shall have the following meanings:

“Additional Grantor” shall have the meaning assigned in Section 7.2.

“Agreement” shall have the meaning set forth in the preamble.

“Aircraft” shall have the meaning specified for such term in 49 U.S.C. § 40102(a)(6) (but excluding any Aircraft constituting an Excluded Asset) and includes, but is not limited to, (i) each airframe and helicopter (excluding Aircraft Engines) identified in the Collateral Questionnaire or in any Aircraft and Aircraft Engine Mortgage or any schedule or supplement thereto, (ii) any replacement airframe or helicopter that may from time to time be substituted for such Aircraft (provided that at such time as a replacement airframe or helicopter shall be substituted for any Aircraft, the replaced Aircraft shall cease to be an Aircraft subject to the Lien of this Agreement) and (iii) in either case, any and all Parts that are from time to time incorporated or installed in or attached to any such Aircraft for so long as such Part is so incorporated or installed in or attached.

“Aircraft and Aircraft Engine Mortgage” means each aircraft and aircraft engine mortgage and security agreement, in form and substance reasonably satisfactory to the Collateral Agent, entered into between any Grantor and the Collateral Agent, for the benefit of the Secured Parties, as amended and in effect from time to time.

“Aircraft Collateral” means all of the following whether now existing or hereafter acquired and to the extent not constituting an Excluded Asset (a) any and all Aircraft, Aircraft Engines and Parts, (b) all appurtenances, accessions, appliances, instruments, avionics, accessories or other equipment and parts related to Aircraft, Aircraft Engines and Parts, and (c) all log books, records and other documents maintained by any Grantor with respect to the property described above (collectively, “Aircraft Log Books”) and (d) all Proceeds and products of any and all of the foregoing.

“Aircraft Engine” shall have the meaning specified for such term in 49 U.S.C. § 40102(a)(7) (but excluding any Aircraft Engine constituting an Excluded Asset) and includes, but is not limited to, (i) each of the engines identified in Schedule 5.2 or any Aircraft and Aircraft Engine Mortgage or any schedule or supplement thereto, whether or not either initially or from time to time installed on an Aircraft or any other aircraft, (ii) any replacement Aircraft Engine that may from time to time be substituted for any of such Aircraft Engines (provided that at such time as a replacement Aircraft Engine shall be substituted for any Aircraft Engine, the replaced Aircraft Engine shall cease to be an Aircraft Engine subject to the Lien of this Agreement), and (iii) in either case, any and all Parts that are from time to time incorporated or installed in or attached to any such Aircraft Engine for so long as such Part is so incorporated or installed in or attached.

“Aircraft Log Books” shall have the meaning assigned to such term in the definition of Aircraft Collateral.

“Aircraft Security Agreements” means, collectively, each Aircraft and Aircraft Engine Mortgage.

“Borrower” shall have the meaning set forth in the recitals.

“Cash Proceeds” shall have the meaning assigned in Section 9.7.

“Collateral” shall have the meaning assigned in Section 2.1 and, for the avoidance of doubt, shall exclude all Excluded Assets.

“Collateral Agent” shall have the meaning set forth in the preamble.

“Collateral Records” shall mean books, records, ledger cards, files, correspondence, customer lists, supplier lists, blueprints, technical specifications, manuals, computer software and related documentation, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon.

“Collateral Support” shall mean all property (real or personal) securing any Collateral and shall include any security agreement or other agreement granting a lien or security interest in such real or personal property.

2

“Common Collateral” shall have the meaning set forth in the Intercreditor Agreement.

“Control” shall mean: (1) with respect to any Deposit Accounts, control within the meaning of Section 9-104 of the UCC, (2) with respect to any Securities Accounts, control within the meaning of Section 9-106 of the UCC, (3) with respect to any Uncertificated Securities, control within the meaning of Section 8-106(c) of the UCC, and (4) with respect to any Certificated Security, control within the meaning of Section 8-106(a) or (b) of the UCC.

“Control Account” means any Deposit Account or Securities Account that is a “Control Account” (as defined in the ABL Credit Agreement) or otherwise is or required to be subject to the Control of the “Representative” (as defined in the Intercreditor Agreement) with respect to the ABL Credit Agreement.

“Control Agreement” shall mean an agreement, duly executed and delivered by the applicable Grantor, Collateral Agent, the “Representative” (as defined in the Intercreditor Agreement) with respect to the ABL Credit Agreement, and the depositary bank or the securities intermediary, as the case may be, with which any Deposit Account or Securities Account is maintained, in form and substance reasonably satisfactory to the Collateral Agent.

“Controlled Foreign Corporation” shall mean “controlled foreign corporation” as defined in Section 957 (or any successor statute thereto) of the Internal Revenue Code, as well as any Domestic Subsidiary, substantially all of the assets of which consist of Equity Interests of one or more Controlled Foreign Corporations.

“Copyright Licenses” shall mean, to the extent not constituting an Excluded Asset, any and all license agreements and covenants not to sue with respect to any Copyright (whether such Grantor is licensee or licensor thereunder) including, without limitation, each agreement required to be listed in Schedule 5.2(I) under the heading “Copyright Licenses” (as such schedule may be amended or supplemented from time to time).

“Copyrights” shall mean, to the extent not constituting an Excluded Asset, all United States and foreign copyrights and all Mask Works (as defined under 17 U.S.C. 901 of the U.S. Copyright Act), whether registered or unregistered and, with respect to any and all of the foregoing: (i) all registrations and applications therefor including, without limitation, the registrations and applications required to be listed in Schedule 5.2(I) under the heading “Copyrights” (as such schedule may be amended or supplemented from time to time), (ii) all extensions and renewals thereof, (iii) the right to sue or otherwise recover for any past, present and future infringement or other violation thereof, (iv) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages and proceeds of suit now or hereafter due and/or payable with respect thereto, and (v) all other rights corresponding thereto throughout the world.

“Credit Agreement” shall have the meaning set forth in the recitals.

“Credit Documents” shall have the meaning set forth in the Credit Agreement.

“Excluded Asset” shall mean any asset of any Grantor excluded from the security interest hereunder by virtue of Section 2.2 hereof but only to the extent, and for so long as, so excluded thereunder.

3

“FAA” means the Federal Aviation Administration or, the United States Department of Transportation, or both as the context may require, or any successors thereto.

“Federal Aviation Act” means the Federal Aviation Act of 1958, as amended from time to time and as recodified in Title 49 of the United States Code or any successor Federal statute.

“GE Agreement” shall mean that certain Amended and Restated Consumer Credit Card Program Agreement dated November 5, 2009, by and between Borrower and GE Money Bank, as in effect on the date hereof.

“Grantors” shall have the meaning set forth in the preamble.

“Insurance” shall mean (i) all insurance policies covering any or all of the Collateral (regardless of whether the Collateral Agent is the loss payee thereof) and (ii) any key man life insurance policies.

“Intellectual Property” shall mean, to the extent not constituting an Excluded Asset, all intellectual property, whether arising under the United States, multinational or foreign laws or otherwise, including without limitation, Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks, Trademark Licenses, Trade Secrets, and Trade Secret Licenses, and the right to sue or otherwise recover for any past, present and future infringement, dilution, misappropriation, or other violation thereof, including the right to receive all Proceeds therefrom, including without limitation license fees, royalties, income, payments, claims, damages and proceeds of suit, now or hereafter due and/or payable with respect thereto.

“Intellectual Property Security Agreement” shall mean each intellectual property security agreement executed and delivered by the applicable Grantors, substantially in the form set forth in Exhibit B, Exhibit C and Exhibit D, as applicable.

“Intercreditor Agreement” shall have the meaning set forth in the Credit Agreement.

“Internal Revenue Code” shall mean the Internal Revenue Code of 1986, as amended.

“International Registry” means the international registry established pursuant to the Cape Town Convention on International Interests in Mobile Equipment and the related Aircraft Protocol.

“Investment Accounts” shall mean the Securities Accounts, Commodity Accounts and Deposit Accounts.

“Investment Related Property” shall mean, to the extent not constituting an Excluded Asset: (i) all “investment property” (as such term is defined in Article 9 of the UCC) and (ii) all of the following (regardless of whether classified as investment property under the UCC): all Pledged Equity Interests, Pledged Debt, and certificates of deposit.

“Lender” shall have the meaning set forth in the recitals.

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“Material Intellectual Property” shall mean any Intellectual Property included in the Collateral that is material to the business of any Grantor or is otherwise of material value to any Grantor.

“Part” means, with respect to an Aircraft, Propeller or an Aircraft Engine, any and all appliances, equipment, parts, rotors, avionics, electronics quick engine change kits, instruments, appurtenances, accessories, furnishings, modules, components, apparatus and assemblies and any and all rotable or repairable parts and equipment of whatever nature (other than complete Aircraft Engines), in each case solely while incorporated or installed in or attached to such Aircraft, Propeller or Aircraft Engine.

“Patent Licenses” shall mean, to the extent not constituting an Excluded Asset, all license agreements or covenants not to sue with respect to any Patent (whether such Grantor is licensee or licensor thereunder) including, without limitation, each agreement required to be listed in Schedule 5.2(I) under the heading “Patent Licenses” (as such schedule may be amended or supplemented from time to time).

“Patents” shall mean, to the extent not constituting an Excluded Asset, all United States and foreign patents and certificates of invention, or industrial property designs, and applications for any of the foregoing, including, without limitation: (i) each patent and patent application required to be listed in Schedule 5.2(I) under the heading “Patents” (as such schedule may be amended or supplemented from time to time), (ii) all reissues, divisions, continuations, continuations-in-part and extensions thereof, (iii) all patentable inventions described and claimed therein, (iv) the right to sue or otherwise recover for any past, present and future infringement or other violation thereof, (v) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages, and proceeds of suit now or hereafter due and/or payable with respect thereto, and (vi) all other rights corresponding thereto throughout the world.

“Pledge Supplement” shall mean any supplement to this Agreement in substantially the form of Exhibit A.

“Pledged Debt” shall mean, to the extent not constituting an Excluded Asset, all indebtedness for borrowed money owed to any Grantor (other than to Holdings by Borrower), whether or not evidenced by any Instrument, issued by the obligors named therein, the instruments, if any, evidencing any of the foregoing, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing.

“Pledged Equity Interests” shall mean, to the extent not constituting an Excluded Asset and to the extent owned by any Grantor, all Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and any other participation or interests in any equity or profits of any business entity including, without limitation, any trust and all management rights relating to any entity whose equity interests are included as Pledged Equity Interests.

“Pledged LLC Interests” shall mean, to the extent not constituting an Excluded Asset, all interests owned by any Grantor in any limited liability company and each series thereof and the certificates, if any, representing such limited liability company interests and any interest owned by any Grantor on the books and records of such limited liability company or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or

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proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such limited liability company interests and all rights as a member of the related limited liability company.

“Pledged Partnership Interests” shall mean, to the extent not constituting an Excluded Asset, all interests owned by any Grantor in any general partnership, limited partnership, limited liability partnership or other partnership and the certificates, if any, representing such partnership interests and any interest owned by any Grantor on the books and records of such partnership or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such partnership interests and all rights as a partner of the related partnership.

“Pledged Stock” shall mean, to the extent not constituting an Excluded Asset, all shares of capital stock owned by any Grantor (other than shares of capital stock of the Borrower owned by Holdings), and the certificates, if any, representing such shares and any interest of such Grantor in the entries on the books of the issuer of such shares or on the books of any securities intermediary pertaining to such shares, and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares.

“Propeller” shall have the meaning specified for such term in 49 U.S.C. § 40102(a)(40) (but excluding any Propeller constituting an Excluded Asset) and includes, but is not limited to, (i) each of the propellers identified in Schedule 5.2 or in any Aircraft and Aircraft Engine Mortgage or any schedule or supplement thereto, whether or not either initially or from time to time installed on an Aircraft or any other aircraft; (ii) any replacement Propeller that may from time to time be substituted for any of such Propeller (provided that at such time as a replacement Propeller shall be substituted for any Propeller, the replaced Propeller shall cease to be a Propeller subject to the Lien of this Agreement); and (iii) in either case, any and all Parts that are from time to time incorporated or installed in or attached to any such Propeller for so long as such Part is so incorporated or installed in or attached.

“Receivables” shall mean, to the extent not constituting an Excluded Asset, all rights of any Grantor to payment, whether or not earned by performance, for goods or other property sold, leased, licensed, assigned or otherwise disposed of, or services rendered or to be rendered, including, without limitation all such rights constituting or evidenced by any Account, Chattel Paper, Instrument, General Intangible or Investment Related Property.

“Receivables Records” shall mean (i) all original copies of all documents, instruments or other writings or electronic records or other Records evidencing the Receivables, (ii) all books, correspondence, credit or other files, Records, ledger sheets or cards, invoices, and other papers relating to Receivables, including, without limitation, all tapes, cards, computer tapes, computer discs, computer runs, record keeping systems and other papers and documents relating to the Receivables, whether in the possession or under the control of Grantor or any computer bureau or agent from time to time acting for Grantor or otherwise, (iii) all evidences of the filing of financing statements and the registration of other instruments in connection therewith, and amendments, supplements or other modifications thereto, notices to other creditors, secured parties or agents thereof, and certificates, acknowledgments, or other writings, including, without limitation, lien search reports, from filing or other registration officers, (iv) all

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credit information, reports and memoranda relating thereto and (v) all other written or non-written forms of information related in any way to the foregoing or any Receivable.

“Secured Obligations” shall have the meaning assigned in Section 3.1.

“Secured Parties” shall mean the Agents and the Lenders and shall include, without limitation, all former Agents and Lenders to the extent that any Obligations owing to such Persons were incurred while such Persons were Agents or Lenders and such Obligations have not been paid or satisfied in full.

“Trademark Licenses” shall mean, to the extent not constituting an Excluded Asset, any and all license agreements or covenants not to sue with respect to any Trademark or permitting co-existence with respect to a Trademark (whether such Grantor is licensee or licensor thereunder) including, without limitation, each agreement required to be listed in Schedule 5.2(I) under the heading “Trademark Licenses” (as such schedule may be amended or supplemented from time to time).

“Trademarks” shall mean, to the extent not constituting an Excluded Asset, all United States, and foreign trademarks, trade names, trade dress, Internet domain names, service marks, certification marks, logos, and other source identifiers, whether or not registered, and with respect to any and all of the foregoing: (i) all registrations and applications therefor including, without limitation, the registrations and applications required to be listed in Schedule 5.2(I) under the heading “Trademarks” (as such schedule may be amended or supplemented from time to time), (ii) all extensions or renewals of any of the foregoing, (iii) all of the goodwill of the business connected with the use of and symbolized by any of the foregoing, (iv) the right to sue or otherwise recover for any past, present and future infringement, dilution or other violation of any of the foregoing, (v) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages, and proceeds of suit now or hereafter due and/or payable with respect thereto, and (vi) all other rights corresponding thereto throughout the world.

“Trade Secret Licenses” shall mean, to the extent not constituting an Excluded Asset, any and all license agreements or covenants not to sue with respect to any Trade Secret (whether such Grantor is licensee or licensor thereunder) including, without limitation, each agreement required to be listed in Schedule 5.2(I) under the heading “Trade Secret Licenses” (as such schedule may be amended or supplemented from time to time).

“Trade Secrets” shall mean, to the extent not constituting an Excluded Asset, all trade secrets and all other confidential or proprietary information and know-how, and with respect to any and all of the foregoing: (i) the right to sue or otherwise recover for any past, present and future misappropriation or other violation thereof, (ii) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages, and proceeds of suit now or hereafter due and/or payable with respect thereto; and (iii) all other rights corresponding thereto throughout the world.

“UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State of New York or, when the laws of any other jurisdiction govern the perfection of, priority of, or remedies with respect to any Collateral, the Uniform Commercial Code of such jurisdiction.

“United States” shall mean the United States of America.

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1.2 Definitions; Interpretation.

(a) In this Agreement, the following capitalized terms shall have the meaning given to them in the UCC (and, if defined in more than one Article of the UCC, shall have the meaning given in Article 9 thereof): Account, Account Debtor, As-Extracted Collateral, Bank, Certificated Security, Chattel Paper, Commercial Tort Claims, Commodity Account, Commodity Contract, Commodity Intermediary, Consignee, Consignment, Consignor, Deposit Account, Document, Entitlement Order, Electronic Chattel Paper, Equipment, Farm Products, Fixtures, General Intangibles, Goods, Health-Care-Insurance Receivable, Instrument, Inventory, Letter of Credit Right, Manufactured Home, Money, Payment Intangible, Proceeds, Record, Securities Account, Securities Intermediary, Security Certificate, Security Entitlement, Supporting Obligations, Tangible Chattel Paper and Uncertificated Security.

(b) All other capitalized terms used herein (including the preamble and recitals hereto) and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement. The incorporation by reference of terms defined in the Credit Agreement shall survive any termination of the Credit Agreement until this Agreement is terminated as provided in Section 11 hereof. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The terms lease and license shall include sub-lease and sub-license, as applicable. If any conflict or inconsistency exists between this Agreement and the Credit Agreement, the Credit Agreement shall govern. All references herein to provisions of the UCC shall include all successor provisions under any subsequent version or amendment to any Article of the UCC.

SECTION 2. GRANT OF SECURITY.

2.1 Grant of Security. Each Grantor hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and continuing lien on all of such Grantor’s right, title and interest in, to and under all personal property of such Grantor including, but not limited to the following, in each case whether now or hereafter existing or in which any Grantor now has or hereafter acquires an interest and wherever the same may be located (all of which being hereinafter collectively referred to as the “Collateral”):

(a) Accounts;

(b) Chattel Paper;

(c) Documents;

(d) General Intangibles;

(e) Goods (including, without limitation, Inventory and Equipment);

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(f) Instruments;

(g) Insurance;

(h) Intellectual Property;

(i) Investment Related Property and Investment Accounts;

(j) Letter of Credit Rights;

(k) Money;

(l) Receivables and Receivables Records;

(m) Commercial Tort Claims now or hereafter described on Schedule 5.2;

(n) all Aircraft Collateral;

(o) to the extent not otherwise included above, all other personal property of any kind and all Collateral Records, Collateral Support and Supporting Obligations relating to any of the foregoing; and

(p) to the extent not otherwise included above, all Proceeds, products, accessions, rents and profits of or in respect of any of the foregoing.

2.2 Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to (a) any lease, license, contract or agreement to which any Grantor is a party (other than contracts between or among Holdings and its subsidiaries), and any of its rights or interest thereunder, if and to the extent that a security interest is prohibited by or in violation of (i) any law, rule or regulation applicable to such Grantor or any asset or property of any Grantor (with no requirement to obtain the consent of any Governmental Authority, including without limitation, no requirement to comply with the Federal Assignment of Claims Act or any similar statute), or (ii) a term, provision or condition of any such lease, license, contract or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided however that the Collateral shall include (and such security interest shall attach) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract or agreement not subject to the prohibitions specified in (i) or (ii) above; provided further that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement unless such Proceeds also constitute Excluded Assets; (b) any assets the pledge of or granting a security interest in which would (i) violate any law, rule or regulation applicable to such Grantor (with no requirement to obtain the consent of any Governmental Authority) or (ii) require a consent, approval, or other authorization of a landlord or other third party, in the case of this subclause (ii) only, if such consent, approval or other authorization cannot be obtained after the use of commercially reasonable efforts by the Grantors (provided that there shall be no requirement to obtain the consent of any Governmental Authority); (c) Margin Stock and Equity

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Interests owned by any Grantor in any Person other than wholly-owned Subsidiaries to the extent not permitted by the terms of such Person’s Organizational Documents or the terms governing any joint ventures to which such Grantor is a party; (d) any assets of any Grantor to the extent a security interest in such assets could result in material adverse tax consequences to such Grantor (other than payment of mortgage tax, transfer tax or similar taxes related to real property collateral); (e) the Equity Interests in (and assets of) captive insurance companies, in each case owned by any Grantor; (f) any property subject to a Lien that is incurred under Section 6.2(e) of the Credit Agreement or a purchase money security interest that is permitted by the Credit Agreement, in each case to the extent a security interest in favor of the Collateral Agent in such property is prohibited by the documentation governing such Lien or purchase money security interest; (g) in any of the outstanding capital stock of a Controlled Foreign Corporation in excess of 65% of the voting power of all classes of capital stock of such Controlled Foreign Corporation entitled to vote; (h) any “intent-to-use” application for registration of a trademark or service mark filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Lanham Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Lanham Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; (i) any interest of a Grantor in any “Bank Property” (as defined in the GE Agreement); (j) any Equity Interests of the Borrower owned or held by Holdings or instruments evidencing Indebtedness made by the Borrower in favor of or held by Holdings; (k) that certain Gulfstream Aerospace aircraft, serial number 1451, registered in the name of Holdings with the FAA Registry under N-number N244J, together with the Rolls-Royce aircraft engines, model number TAY 611-8 and serial numbers 18033 and 18034; (l) (x) rolling stock and (y) motor vehicles and other assets subject to certificates of title (other than Aircraft) to the extent a lien therein cannot be perfected by the filing of a UCC financing statement (or analogous procedures under applicable law in the relevant jurisdiction); (m) any assets of J. C. Penney Purchasing Corporation (Singapore) Pte Ltd. (“JCP Singapore”) and any shares of capital stock owned by any Grantor in JCP Singapore, together with the certificates, if any, representing such shares and any interest of such Grantor in the entries on the books of the issuer of such shares or on the books of any securities intermediary pertaining to such shares, and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, in the case of this clause (m), solely to the extent JCP Singapore does not conduct any business and is the process of liquidation; or (n) any Deposit Accounts specifically and exclusively used (1) for payroll, payroll taxes, workers’ compensation or unemployment compensation, pension benefits and other similar expenses to or for the benefit of any Grantor’s employees and accrued and unpaid employee compensation (including salaries, wages, benefits and expense reimbursements), (2) as zero balance deposit accounts, (3) for trust or fiduciary purposes in the ordinary course of business and (4) for all taxes required to be collected or withheld (including, without limitation, federal and state withholding taxes (including the employer’s share thereof), taxes owing to any governmental unit thereof, sales, use and excise taxes, customs duties, import duties and independent customs brokers’ charges) for which any Grantor may become liable.

SECTION 3. SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE.

3.1 Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt and complete payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the

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automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. §362(a) (and any successor provision thereof)), of all Obligations (the “Secured Obligations”).

3.2 Continuing Liability Under Collateral. Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under the Collateral to the same extent as if this Agreement had not been executed and nothing contained herein is intended or shall be a delegation of duties to the Collateral Agent or any other Secured Party, (ii) each Grantor shall remain liable under each of the agreements included in the Collateral, including, without limitation, any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof to the same extent as if this Agreement had not been executed and neither the Collateral Agent nor any Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related thereto nor shall the Collateral Agent nor any Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including, without limitation, any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, and (iii) the exercise by the Collateral Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral.

SECTION 4. CERTAIN PERFECTION REQUIREMENTS

4.1 Delivery Requirements.

(a) Subject to Sections 4.5 and 6.4(b), with respect to any Certificated Securities included in the Collateral, each Grantor shall deliver to the Collateral Agent the Security Certificates evidencing such Certificated Securities duly indorsed by an effective indorsement (within the meaning of Section 8-107 of the UCC), or accompanied by share transfer powers or other instruments of transfer duly endorsed by such an effective endorsement, in each case, to the Collateral Agent or in blank. In addition, each Grantor shall cause any certificates evidencing any Pledged Equity Interests, including, without limitation, any Pledged Partnership Interests or Pledged LLC Interests, to be similarly delivered to the Collateral Agent regardless of whether such Pledged Equity Interests constitute Certificated Securities.

(b) Subject to Sections 4.5 and 6.4(b), with respect to any Instruments or Tangible Chattel Paper included in the Collateral, each Grantor shall deliver all such Instruments or Tangible Chattel Paper to the Collateral Agent duly indorsed in blank; provided, however, that such delivery requirement shall not apply to any Instruments or Tangible Chattel Paper having a face amount of less than $5,000,000 individually or $15,000,000 in the aggregate.

4.2 Control Requirements. Subject to Section 4.5, with respect to Deposit Accounts and Securities Accounts constituting Common Collateral, each Grantor shall use commercially reasonable efforts to enter into a Control Agreement with the Collateral Agent and each bank where such Grantor maintains or hereafter establishes any such Deposit Account or any such Securities Account, in each case that is a Control Account.

4.3 Intellectual Property Recording Requirements.

(a) Subject to Sections 4.5 and 6.4(b)(iv), in the case of any Collateral (whether now owned or hereafter acquired) consisting of issued U.S. Patents and applications

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therefor, each Grantor shall execute and deliver to the Collateral Agent a Patent Security Agreement in substantially the form of Exhibit C hereto (or a supplement thereto) covering all such Patents in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest of the Collateral Agent.

(b) Subject to Sections 4.5 and 6.4(b)(iv), in the case of any Collateral (whether now owned or hereafter acquired) consisting of registered U.S. Trademarks and applications therefor, each Grantor shall execute and deliver to the Collateral Agent a Trademark Security Agreement in substantially the form of Exhibit B hereto (or a supplement thereto) covering all such Trademarks in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest of the Collateral Agent.

(c) Subject to Sections 4.5 and 6.4(b)(iv), in the case of any Collateral (whether now owned or hereafter acquired) consisting of registered U.S. Copyrights and exclusive Copyright Licenses in respect of registered U.S. Copyrights for which any Grantor is the licensee and which are included in the Material Intellectual Property, each Grantor shall execute and deliver to the Collateral Agent a Copyright Security Agreement in substantially the form of Exhibit D hereto (or a supplement thereto) covering all such Copyrights and Copyright Licenses in appropriate form for recordation with the U.S. Copyright Office with respect to the security interest of the Collateral Agent.

4.4 Other Actions.

(a) Subject to Sections 4.5 and 6.4(b), with respect to any Pledged Partnership Interests and Pledged LLC Interests included in the Collateral, if the Grantors own less than 100% of the equity interests in any issuer of such Pledged Partnership Interests or Pledged LLC Interests, upon the request of the Collateral Agent, Grantors shall use their commercially reasonable efforts to obtain the consent of each other holder of partnership interest or limited liability company interests in such issuer to the security interest of the Collateral Agent hereunder and following an Event of Default and the exercise of remedies by the Collateral Agent in respect thereof, the transfer of such Pledged Partnership Interests and Pledged LLC Interests to the Collateral Agent or its designee, and to the substitution of the Collateral Agent or its designee as a partner or member with all the rights and powers related thereto. Each Grantor consents to the grant by each other Grantor of a Lien in all of its Investment Related Property to the Collateral Agent and without limiting the generality of the foregoing consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee following an Event of Default and the exercise of remedies by the Collateral Agent in respect thereof and to the substitution of the Collateral Agent or its designee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto.

(b) Subject to Sections 4.5 and 6.4(b), with respect to any Aircraft Collateral (whether now owned or hereafter acquired) for which a recording or filing with the FAA or International Registry is required to perfect the security interest granted hereunder, each Grantor shall execute and deliver to the Collateral Agent supplements to this Agreement and Aircraft Security Agreements identifying such Aircraft Collateral by manufacturer, model, manufacturer’s serial number and U.S. registration number in appropriate form for recording with the FAA and International Registry.

4.5 Timing and Notice. With respect to any Collateral in existence on the Closing Date in which a security interest in favor of the Collateral Agent, for the benefit of the Secured

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Parties, is not perfected or delivered on the Closing Date (to the extent perfection or delivery is required under this Agreement) after the Grantors’ use of commercially reasonable efforts to do so, the Grantors shall comply with the requirements of Section 4 within ninety (90) days of the Closing Date (unless such date is extended with the consent of the Collateral Agent), and with respect to any Collateral hereafter owned or acquired by any Grantor, such Grantor shall comply with such requirements within forty-five (45) days of such Grantor acquiring rights therein (unless such date is extended with the consent of the Collateral Agent). Each year, at the time of delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to Section 5.1(b) of the Credit Agreement, each Grantor shall inform the Collateral Agent of its acquisition of any Collateral for which any action is required by Section 4 hereof (including, for the avoidance of doubt, the filing of any applications for, or the issuance or registration of, any U.S. Patents, Copyrights or Trademarks).

SECTION 5. REPRESENTATIONS AND WARRANTIES.

Each Grantor hereby represents and warrants, on the Closing Date, that:

5.1 [Reserved.]

5.2 Collateral Identification, Special Collateral.

(a) all Aircraft owned or leased by any Grantor are registered pursuant to the Federal Aviation Act and Schedule 5.2 sets forth a true, complete and correct list of all such Aircraft, including manufacturer, model, manufacturer’s serial number and U.S. registration number, and indicating the holder and type of interest held in each such Aircraft and Schedule 5.2 also lists all Aircraft Engines and Propellers; and

(b) none of the Collateral constitutes, or is the Proceeds of, (1) Farm Products, (2) As-Extracted Collateral, (3) Manufactured Homes, (4) Health-Care-Insurance Receivables; (5) timber to be cut, or (6) satellites, ships or railroad rolling stock.

5.3 Ownership of Collateral and Absence of Other Liens.

(a) it has good and valid rights in and title to the Collateral in which it has purported to grant a security interest in favor of the Collateral Agent, for the benefit of the Secured Parties, subject to Permitted Liens, and has full power and authority to grant to the Collateral Agent such security interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval that has been obtained;

(b) the Collateral is owned by the Grantors free and clear of any Lien, other than Permitted Liens. None of the Grantors has filed or consented to the filing of (i) any financing statement or analogous document under the UCC or any other applicable laws covering any Collateral except any such filings made pursuant to any documentation governing Permitted Liens, or (ii) any assignment in which any Grantor assigns any Collateral or any security agreement or similar instrument covering any Collateral with any foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security agreement or similar instrument is still in effect, except, in each case, in respect of Permitted Liens; and

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(c) other than (x) the Collateral Agent, (y) the “Representative” (as defined in the Intercreditor Agreement) with respect to the ABL Credit Agreement to the extent permitted under the Intercreditor Agreement, and (z) any automatic control in favor of a Bank, Securities Intermediary or Commodity Intermediary maintaining a Deposit Account, Securities Account or Commodity Contract, no Person is in Control of any Collateral.

5.4 Status of Security Interest.

(a) the Collateral Questionnaire delivered on the Closing Date has been duly prepared, completed and executed and the information set forth therein, including the exact legal name of each Grantor, is correct and complete as of the Closing Date. Subject to Section 4.5, the UCC financing statements or other appropriate filings, recordings or registrations containing a description of the Collateral that have been prepared by the Collateral Agent based upon the information provided to the Collateral Agent specified in the Collateral Questionnaire for filing in each governmental, municipal or other office set forth opposite such Grantor’s name (i) on the Collateral Questionnaire or (ii) as specified by notice from Borrower to the Administrative Agent or Collateral Agent, as applicable, after the Closing Date in the case of filings, recordings or registrations required by Sections 5.1(j), 5.10 and 5.13 of the Credit Agreement, are all the filings, recordings and registrations that are necessary to establish legal, valid and perfected security interests in favor of the Collateral Agent, for the benefit of the Secured Parties, having priority over all other Liens except for any Permitted Liens with respect to all Collateral in which such security interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and, except in respect of certain after-acquired Collateral, no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such jurisdiction, except as provided under applicable law with respect to the filing of continuation statements;

(b) the security interests granted hereunder in favor of the Collateral Agent, for the benefit of the Secured Parties, constitute (i) legal and valid security interests in all the Collateral securing the payment and performance of the Obligations and (ii) subject to the filings described in Section 5.4(a) and to Section 4.5, a perfected security interest in all Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in any state of the United States (or any political subdivision thereof), with the United States Patent and Trademark Office, the United States Copyright Office, the Federal Aviation Administration or the International Registry, in each case pursuant to the UCC or other applicable law in the United States (or any political subdivision thereof); provided that additional actions may be required in respect of certain after-acquired Collateral. The security interest granted hereunder in favor of the Collateral Agent, for the benefit of the Secured Parties, have priority over all other Liens except for any Permitted Liens;

(c) to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in U.S. Patents, Trademarks and Copyrights and exclusive Copyright Licenses (in respect of registered U.S. Copyrights for which any Grantor is the licensee and which are included within the Material Intellectual Property) in the United States Patent and Trademark Office and the United States Copyright Office, the security interests granted to the Collateral Agent hereunder over such Intellectual Property shall constitute valid, perfected Liens having priority over all other Liens except for Permitted Liens;

(d) no authorization, consent, approval or other action by, and no notice to or filing with, any Governmental Authority is required for either (i) the pledge or grant by any

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Grantor of the Liens purported to be created in favor of the Collateral Agent hereunder or (ii) the exercise by Collateral Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) such as have been obtained or made and are in full force and effect, (B) the filings contemplated by clause (a) above and (C) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities;

(e) each Grantor is in compliance with its obligations under Section 4 hereof; and

(f) notwithstanding the foregoing, the representations and warranties set forth in this Section 5.4 as to perfection and priority of the security interests granted hereunder to the Collateral Agent, for the benefit of the Secured Parties, in Proceeds are limited to the extent provided in Section 9-315 of the Uniform Commercial Code.

5.5 Goods.

(a) other than any Inventory or Equipment in transit, being repaired, or having a value of less than $200,000.00 in the aggregate at any one time, all of the Equipment and Inventory included in the Collateral is located only at the locations specified in Schedule 5.5.

5.6 Pledged Equity Interests, Investment Related Property.

(a) it is the record and beneficial owner of the Pledged Equity Interests free of all Liens of other Persons other than Permitted Liens which are non-consensual or created by operation of law, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests; and

(b) no consent of any Person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary in connection with the creation, perfection or first priority status of the security interest of the Collateral Agent in any Pledged Equity Interests or the exercise by the Collateral Agent of the voting or other rights provided for in this Agreement or the exercise of remedies in respect thereof except such as have been obtained.

5.7 Intellectual Property. Except as could not reasonably be expected to have a Material Adverse Effect:

(a) it is the sole and exclusive owner of the entire right, title, and interest in and to all Intellectual Property listed on Schedule 5.2(I), and, to such Grantor’s knowledge, owns or has the valid right to use all other Intellectual Property used in or necessary to conduct its business, free and clear of all Liens, claims and licenses, except for Permitted Liens and the licenses set forth on Schedule 5.2(I);

(b) all applications and registrations for Material Intellectual Property of such Grantor are subsisting, in full force and effect, and have not been adjudged invalid or unenforceable and such Grantor has performed all acts and has paid all renewal, maintenance, and other fees and taxes required to maintain each and every registration and application of Copyrights, Patents and Trademarks of such Grantor constituting Material Intellectual Property in full force and effect;

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(c) no holding, decision, ruling, or judgment has been rendered in any action or proceeding before any court or administrative authority prohibiting such Grantor’s right to register, own or use any Material Intellectual Property of such Grantor, and no action or proceeding challenging the validity or enforceability of, or such Grantor’s right to register, own, or use, any Material Intellectual Property of such Grantor is pending or, to such Grantor’s knowledge, threatened;

(d) all registrations and applications for Copyrights, Patents and Trademarks of such Grantor are standing in the name of such Grantor, and none of the Trademarks, Patents, Copyrights or Trade Secrets owned by such Grantor has been licensed by such Grantor to any Affiliate or third party, except as disclosed in Schedule 5.2(I) and pursuant to other licenses that are not material to the business of any Grantor and are not otherwise of material value to any Grantor;

(e) such Grantor has not made a commitment constituting a present or future sale or transfer or similar arrangement of any Material Intellectual Property that has not been terminated or released;

(f) [reserved];

(g) such Grantor uses consistent standards of quality in the manufacture, distribution and sale of products sold and in the provision of services rendered under or in connection with all Trademarks included in the Collateral;

(h) to such Grantor’s knowledge, the conduct of such Grantor’s business does not infringe, misappropriate, dilute or otherwise violate any intellectual property rights of any other Person; no claim has been made in writing, in the past three (3) years (or earlier, if presently unresolved), that the use of any Material Intellectual Property owned or used by such Grantor (or any of its respective licensees) infringes, misappropriates, dilutes or otherwise violates the asserted rights of any other Person; and

(i) to such Grantor’s knowledge, no Person is infringing, misappropriating, diluting or otherwise violating any rights in any Material Intellectual Property owned, licensed or used by such Grantor.

5.8 Aircraft. All FAA certificates or exemptions from the requirement to possess certificates or their foreign equivalents are in full force and effect and duly issued to each Grantor that operates Aircraft governed by the FAA, and all material licenses, permits, authorizations, certificates of compliance, certificates of public convenience and necessity and other certificates (including applicable air carrier operating certificates and operations specifications issued by the FAA pursuant to the applicable regulations of the FAA) that are required by the FAA and that are necessary for the conduct of the business of the Grantor and the Subsidiaries are in full force and effect. All such FAA certificates or exemptions are not subject to proceedings for suspension, restriction, revocation or cancellation, and to the knowledge of the Grantor, no basis for such exists. No Grantor has received a notice of proposed civil penalties or hearings for noncompliance with any FAA certificates or FAA regulations. Each Aircraft is in a condition of maintenance and repair that satisfies an FAA approved maintenance program relating to the Grantor that owns or leases such Aircraft.

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SECTION 6. COVENANTS AND AGREEMENTS.

Each Grantor hereby covenants and agrees that:

6.1 Grantor Information and Status. In connection with any notices provided to the Administrative Agent pursuant to Section 5.1(j) of the Credit Agreement, upon the reasonable request by the Collateral Agent the Grantors shall execute and deliver to the Collateral Agent a completed Pledge Supplement together with all Supplements to Schedules thereto.

6.2 Commercial Tort Claims. In the event that it hereafter acquires or has any Commercial Tort Claim in excess of $5,000,000 individually or $15,000,000 in the aggregate it shall deliver to the Collateral Agent a completed Pledge Supplement together with all Supplements to Schedules thereto, identifying such new Commercial Tort Claims.

6.3 Ownership of Collateral and Absence of Other Liens.

(a) except for the security interest created by this Agreement, it shall not create or suffer to exist any Lien upon or with respect to any of the Collateral, other than Permitted Liens, and such Grantor shall, at its own expense, take any and all commercially reasonable actions to defend title to the Collateral against all Persons and to defend the security interests granted hereunder in favor of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral and the priority thereof against any Lien other than Permitted Liens; and

(b) at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Administrative Agent a duly certified schedule or schedules in form and detail reasonably satisfactory to the Collateral Agent showing the identity, amount and location of any and all Equipment and Inventory constituting Collateral; provided that, unless an Event of Default shall have occurred and be continuing, such schedules shall only be delivered, to the extent reasonably requested by Collateral Agent, at the time of delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to Section 5.1(b) of the Credit Agreement.

6.4 Status of Security Interest.

(a) Subject to the limitations set forth in subsection (b) of this Section 6.4, each Grantor shall maintain the security interest of the Collateral Agent hereunder in all Collateral as valid, perfected Liens having priority over all other Liens except for Permitted Liens.

(b) Notwithstanding anything to the contrary herein, no Grantor shall be required to take any action to perfect the security interests granted hereunder on (i) any Collateral that can only be perfected by (A) Control (other than to the extent required by Section 4.2), (B) foreign filings with respect to Intellectual Property, or (C) filings with registrars of motor vehicles or similar governmental authorities with respect to goods covered by a certificate of title, in each case except as and to the extent specified in Section 4 hereof, (ii) any assets (other than Aircraft Collateral) of any Grantor located outside the United States or assets (other than Aircraft Collateral) of any Grantor that require action under the laws of any jurisdiction other than the United States or any state or county thereof to perfect a security interest in such assets, including any Intellectual Property registered in any jurisdiction other than the United States, (iii) Letter of Credit rights (other than Supporting Obligations) and (iv) any assets of any Grantor in which the

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cost of perfecting a security interest therein exceeds the practical benefit to the Secured Parties afforded thereby (as reasonably determined by the Borrower and the Administrative Agent).

6.5 Goods and Receivables.

(a) it shall not deliver any negotiable Document evidencing any Equipment to any Person other than the issuer of such negotiable Document to claim the Goods evidenced therefor or the Collateral Agent;

(b) it shall maintain, at its own cost and expense, such complete and accurate records with respect to all Receivables as is in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engaged, but in any event to include accounting records indicating all payments and proceeds received with respect to the Receivables; and

(c) upon the occurrence and during the continuance of any Event of Default, each of the Grantors will collect and enforce, in accordance with past practices and in the ordinary course of business, all amounts due to such Grantor under the Receivables owned by it. Such Grantor will deliver to the Collateral Agent promptly upon its reasonable request after the occurrence and during the continuance of an Event of Default duplicate invoices with respect to each Receivable owned by it, bearing such language of assignment as the Collateral Agent shall reasonably specify in connection with its exercise of remedies hereunder.

6.6 Pledged Equity Interests, Investment Related Property.

(a) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Pledged Equity Interest or other Investment Related Property, upon the merger, consolidation, liquidation or dissolution of any issuer of any Pledged Equity Interest or Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent to the extent certificated and to the extent that a security interest therein may be perfected by possession) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all dividends and distributions and all payments of interest;

(b) Voting.

(i) So long as no Event of Default shall have occurred and be continuing, except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or elsewhere herein or in the Credit Agreement, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Investment Related Property or any part thereof; and

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(ii) Upon the occurrence and during the continuation of an Event of Default and upon two (2) Business Days prior written notice from the Collateral Agent to such Grantor of the Collateral Agent’s intention to exercise such rights:

(1) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and

(2) in order to permit the Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder: (1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (2) each Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 8.1.

6.7 Intellectual Property.

(a) it shall not do any act or omit to do any act whereby any of the Material Intellectual Property may lapse, or become abandoned or cancelled, or dedicated to the public, in each case, except as shall be consistent with commercially reasonable business judgment and except as could not reasonably be expected to result in a Material Adverse Effect;

(b) it shall not, with respect to any Trademarks constituting Material Intellectual Property, fail to maintain the level of the quality of products sold and services rendered under any such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and such Grantor shall adequately control the quality of goods and services offered by any licensee of its Trademarks to maintain such standards, in each case except as could not reasonably be expected to have a Material Adverse Effect; and

(c) it shall promptly notify the Collateral Agent if it knows or becomes aware that any item of Material Intellectual Property may become subject to any judicial or administrative adverse determination regarding such Grantor’s right to own, register or use or the validity or enforceability of such item of Intellectual Property (including the institution of any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office, any state registry, any foreign counterpart of the foregoing, or any court), in each case except as could not reasonably be expected to have a Material Adverse Effect.

6.8 Insurance. The Grantors, at their own expense, shall maintain or cause to be maintained insurance covering physical loss or damage to the Collateral in accordance with the requirements set forth in Section 5.5 of the Credit Agreement. In the event that any Grantor at any time or times shall fail to obtain or maintain any of the policies of insurance required hereby or to pay any premium in whole or part relating thereto, the Collateral Agent may, without waiving or releasing any obligation or liability of the Grantors hereunder or any Event of Default, in its sole discretion, obtain and maintain such policies of insurance and pay such premium and take any other actions with respect thereto as the Collateral Agent reasonably deems advisable. All sums disbursed by the Collateral Agent in connection with this paragraph, including

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reasonable attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, upon demand, by the Grantors to the Collateral Agent and shall be additional Secured Obligations secured hereby.

6.9 Aircraft Collateral. (a) Each Grantor shall comply on a timely basis with all re-registration requirements promulgated by the FAA including, without limitation, those set forth at 14 CFR Part 47, Docket No, FAA-2008-0188.

(b) Each Grantor agrees that it will maintain, service, repair, overhaul and test the Aircraft so as to keep the Aircraft in such operating condition as is necessary to enable the airworthiness certification of the Aircraft to be maintained in good standing under the Federal Aviation Act, and maintain or cause to be maintained all Aircraft Log Books and other materials required to be maintained with respect to the Aircraft by the FAA or any other Governmental Authority having jurisdiction over such Aircraft.

(c) Each Grantor agrees that it will not register any Aircraft Collateral under the laws of any foreign nation.

SECTION 7. FURTHER ASSURANCES; ADDITIONAL GRANTORS.

7.1 Further Assurances.

(a) Each Grantor agrees that from time to time, at the expense of such Grantor, that it shall promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary under applicable law, or that the Collateral Agent may reasonably request, in order to create and/or maintain the validity, perfection or priority of and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, each Grantor shall:

(i) file such financing or continuation statements, or amendments thereto, record security interests in Intellectual Property (other than any Intellectual Property in a foreign jurisdiction) and execute and deliver such other agreements, instruments, endorsements, powers of attorney or notices, as may be necessary, or as the Collateral Agent may reasonably request, in order to effect, reflect, perfect and preserve the security interests granted or purported to be granted hereby, including, without limitation, filing with the FAA and/or the International Registry such documents as may be necessary or advisable to perfect, confirm, continue, enforce or protect the security interests granted hereunder by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party;

(ii) take all actions necessary to ensure the recordation of appropriate evidence of the liens and security interest granted hereunder in any U.S. Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office, and the various Secretaries of State, if applicable;

(iii) at any time following the occurrence and during the continuance of an Event of Default, upon request by the Collateral Agent, assemble the Collateral and allow inspection of the Collateral by the Collateral Agent, or persons designated by the Collateral Agent; provided that no Grantor shall be required to permit the inspection of any document, information or other matter (x) in respect of which disclosure to

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Administrative Agent, Collateral Agent or any Secured Party (or their respective representatives or contractors) is prohibited by law or any bona fide binding agreement or (y) is subject to attorney-client or similar privilege or constitutes attorney work product; provided that each Grantor will make available redacted versions of requested documents or, if unable to do so consistent with the preservation of such privilege, endeavor in good faith otherwise to disclose information responsive to the requests of Collateral Agent in a manner that will protect such privilege;

(iv) at the Collateral Agent’s request, appear in and defend any action or proceeding that may affect such Grantor’s title to or the Collateral Agent’s security interest in all or any part of the Collateral; and

(v) furnish the Collateral Agent with such information regarding the Collateral, including, without limitation, the location thereof, as the Collateral Agent may reasonably request from time to time.

(b) Each Grantor hereby authorizes the Collateral Agent to file a Record or Records, including, without limitation, financing or continuation statements, Intellectual Property Security Agreements and amendments and supplements to any of the foregoing, in any jurisdictions and with any filing offices as the Collateral Agent may determine, in its sole discretion, are necessary or advisable to perfect or otherwise protect the security interest granted to the Collateral Agent herein; provided that the Grantors shall not have any obligation to perfect any security interest or lien, or record any notice thereof, in any Intellectual Property in any jurisdiction other than the U.S. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Collateral Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to the Collateral Agent herein, including, without limitation, describing such property as “all assets, whether now owned or hereafter acquired, developed or created” or words of similar effect.

7.2 Additional Grantors. From time to time subsequent to the date hereof, and to the extent required or permitted pursuant to the terms of the Credit Agreement, additional Persons may become parties hereto as additional Grantors (each, an “Additional Grantor”), by executing a Pledge Supplement. Upon delivery of any such Pledge Supplement to the Collateral Agent, notice of which is hereby waived by Grantors, each Additional Grantor shall be a Grantor and shall be as fully a party hereto as if Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Collateral Agent not to cause any Subsidiary of Borrower to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

SECTION 8. COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT.

8.1 Power of Attorney. Each Grantor hereby irrevocably appoints the Collateral Agent (such appointment being coupled with an interest) as such Grantor’s attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor, the Collateral Agent or otherwise, from time to time in the Collateral Agent’s discretion to take any action and to execute any instrument that the Collateral Agent may deem reasonably necessary to accomplish the purposes of this Agreement, including, without limitation, the following:

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(a) upon the occurrence and during the continuance of any Event of Default, to obtain and adjust insurance required to be maintained by such Grantor or paid to the Collateral Agent pursuant to the Credit Agreement;

(b) upon the occurrence and during the continuance of any Event of Default, to ask for, demand, collect, sue for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral;

(c) upon the occurrence and during the continuance of any Event of Default, to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (b) above;

(d) upon the occurrence and during the continuance of any Event of Default, to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral;

(e) to prepare and file any UCC financing statements against such Grantor as debtor;

(f) to prepare, sign, and file for recordation in any intellectual property registry, appropriate evidence of the lien and security interest granted herein in any Intellectual Property in the name of such Grantor as debtor; provided that the Grantors shall not have any obligation to perfect any security interest or lien, or record any notice thereof, in any Intellectual Property in any jurisdiction other than the U.S.;

(g) upon the occurrence and during the continuance of any Event of Default, to take or cause to be taken all actions necessary to perform or comply or cause performance or compliance with the terms of this Agreement, including, without limitation, access to pay or discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Collateral and not permitted pursuant to Section 6.2 of the Credit Agreement or this Agreement, and may pay for the maintenance and preservation of the Collateral to the extent any Grantor fails to do so as required by the Credit Agreement or this Agreement, and each Grantor jointly and severally agrees to reimburse the Collateral Agent on demand for any payment reasonably made or any expense reasonably incurred by the Collateral Agent pursuant to the foregoing authorization; provided that nothing in this paragraph (g) shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Credit Documents. The Collateral Agent will give notice to Borrower of any exercise of the Collateral Agent’s rights or powers pursuant to this paragraph (g); provided that any failure to give or delay in giving such notice shall not operate as a waiver of, or preclude any other or further exercise of, such rights or powers or the exercise of any other right or power pursuant to this Agreement; and

(h) upon the occurrence and during the continuance of any Event of Default, generally to sell, transfer, lease, license, pledge, make any agreement with respect to or otherwise deal, subject, in each case, to the terms of any applicable agreements, with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all

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purposes, and to do, at the Collateral Agent’s option and such Grantor’s expense, at any time or from time to time, all acts and things that the Collateral Agent deems reasonably necessary to protect, preserve or realize upon the Collateral and the Collateral Agent’s security interest therein in order to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.

8.2 No Duty on the Part of Collateral Agent or Secured Parties. The powers conferred on the Collateral Agent hereunder are solely to protect the interests of the Secured Parties in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Party to exercise any such powers. The Collateral Agent and the other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence, willful misconduct or material breach of the express terms hereof. Each Grantor shall remain liable to observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Collateral, all in accordance with the terms and conditions thereof, to the same extent as if the security interests granted hereunder had not been granted to the Collateral Agent in the Collateral.

8.3 Appointment Pursuant to Credit Agreement. The Collateral Agent has been appointed as collateral agent pursuant to the Credit Agreement. The rights, duties, privileges, immunities and indemnities of the Collateral Agent hereunder are subject to the provisions of the Credit Agreement.

SECTION 9. REMEDIES.

9.1 Generally.

(a) If any Event of Default shall have occurred and be continuing, the Collateral Agent may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it at law or in equity, all the rights and remedies of the Collateral Agent on default under the UCC (whether or not the UCC applies to the affected Collateral) to collect, enforce or satisfy any Secured Obligations then owing, whether by acceleration or otherwise, and also may pursue any of the following separately, successively or simultaneously:

(i) require any Grantor to, and each Grantor hereby agrees that it shall at its expense and promptly upon request of the Collateral Agent forthwith, assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at a place to be designated by the Collateral Agent that is reasonably convenient to both parties; provided that no Grantor shall be required to permit the inspection of any document or information (x) in respect of which disclosure to Administrative Agent, Collateral Agent or any Secured Party (or their respective representatives or contractors) is prohibited by law or any bona fide binding agreement or (y) is subject to attorney-client or similar privilege or constitutes attorney work product; provided that each Grantor will make available redacted versions of requested documents or, if unable to do so consistent with the preservation of such privilege, endeavor in good faith otherwise to disclose information responsive to the requests of Collateral Agent in a manner that will protect such privilege;

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(ii) enter onto the property where any Collateral is located and take possession thereof with or without judicial process;

(iii) prior to the disposition of the Collateral, store, process, repair or recondition the Collateral or otherwise prepare the Collateral for disposition in any manner to the extent the Collateral Agent reasonably deems appropriate; and

(iv) without notice except as specified below or under the UCC, sell, assign, lease, license (on an exclusive or nonexclusive basis) or otherwise dispose, subject, in each case, to the terms of any applicable agreements, of the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as the Collateral Agent may deem commercially reasonable.

(b) The Collateral Agent or any other Secured Party may be the purchaser of any or all of the Collateral at any public or private (to the extent the portion of the Collateral being privately sold is of a kind that is customarily sold on a recognized market or the subject of widely distributed standard price quotations) sale in accordance with the UCC and the Collateral Agent, as collateral agent for and representative of the Secured Parties, shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale made in accordance with the UCC, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent at such sale. For the avoidance of doubt, each of the Grantors and each of the Secured Parties, by their acceptance of the benefits of this Agreement, agree, to the fullest extent permitted by applicable law, that the Collateral Agent shall have the right to “credit bid” any or all of the Secured Obligations in connection with any sale or foreclosure proceeding in respect of the Collateral, including without limitation, sales occurring pursuant to Section 363 of the Bankruptcy Code or included as part of any plan subject to confirmation under Section 1129(b)(2)(A)(iii) of the Bankruptcy Code. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Grantor agrees that it would not be commercially unreasonable for the Collateral Agent to dispose of the Collateral or any portion thereof by using Internet sites that routinely provide for the auction of assets of the types included in the Collateral or that match buyers and sellers of assets. Each Grantor hereby waives any claims against the Collateral Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree. If the proceeds of any sale or other disposition of the Collateral are insufficient to pay all the Secured Obligations, Grantors shall be liable for the deficiency and the reasonable fees of any attorneys employed by the Collateral Agent to collect such deficiency. Each Grantor further agrees that a breach of any of the covenants contained in this Section will cause irreparable injury to the Collateral Agent, that

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the Collateral Agent has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no default has occurred giving rise to the Secured Obligations becoming due and payable prior to their stated maturities. Nothing in this Section shall in any way limit the rights of the Collateral Agent hereunder.

(c) The Collateral Agent may sell the Collateral without giving any warranties as to the Collateral. The Collateral Agent may specifically disclaim or modify any warranties of title or the like. This procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral.

(d) The Collateral Agent shall have no obligation to marshal any of the Collateral.

9.2 Application of Proceeds. Except as expressly provided elsewhere in this Agreement and subject to the Intercreditor Agreement, all proceeds received by the Collateral Agent in the event that an Event of Default shall have occurred and be continuing and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 of the Credit Agreement and in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral or any other “Collateral” (as defined in the Credit Agreement) (including, without limitation, any distribution in respect of a secured claim in any proceeding under any Debtor Relief Law) shall be applied in full or in part by the Collateral Agent against, the Secured Obligations in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all other reasonable expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith, and all amounts for which the Collateral Agent is entitled to indemnification hereunder (in its capacity as the Collateral Agent and not as a Lender) and all advances made by the Collateral Agent hereunder for the account of the applicable Grantor, and to the payment of all reasonable costs and expenses paid or incurred by the Collateral Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to the payment of all other Secured Obligations for the ratable benefit of the Secured Parties; and third, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Grantor or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

9.3 Sales on Credit. If Collateral Agent sells any of the Collateral upon credit, Grantor will be credited only with payments actually made by purchaser and received by Collateral Agent and applied to indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, Collateral Agent may resell the Collateral and Grantor shall be credited with proceeds of the sale.

9.4 Investment Related Property. Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Investment Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for their own

25

account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. If the Collateral Agent determines to exercise its right to sell any or all of the Investment Related Property, upon written request, each Grantor shall and shall cause each issuer of any Pledged Stock to be sold hereunder, each partnership and each limited liability company from time to time to furnish to the Collateral Agent all such information as the Collateral Agent may request in order to determine the number and nature of interest, shares or other instruments included in the Investment Related Property which may be sold by the Collateral Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in effect.

9.5 Grant of Intellectual Property License.

For the purpose of enabling the Collateral Agent, during the continuance of an Event of Default, to exercise rights and remedies under Section 9 hereof at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Grantor hereby grants to the Collateral Agent, to the extent assignable, a non-exclusive license (exercisable without payment of royalty or other compensation to such Grantor), subject, in the case of trademarks and service marks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such trademarks and service marks, to use, license or sublicense, to the extent permitted under the licenses granting such Grantor rights therein, any intellectual property now owned or licensed or hereafter acquired, developed or created by such Grantor, wherever the same may be located; provided that (i) such license shall be subject to the rights of any licensee under any exclusive license granted prior to such Event of Default, to the extent such license is a Permitted Lien, and (ii) to the extent the foregoing license is a sublicense of such Grantor’s rights as licensee under any third party license, the license to the Collateral Agent shall be in accordance with any limitations in such third party license.

9.6 Intellectual Property.

(a) Anything contained herein to the contrary notwithstanding, in addition to the other rights and remedies provided herein, upon the occurrence and during the continuation of an Event of Default:

(i) the Collateral Agent shall have the right (but not the obligation) to bring suit or otherwise commence any action or proceeding in the name of any Grantor, the Collateral Agent or otherwise, in the Collateral Agent’s sole discretion, to enforce any Intellectual Property rights of such Grantor, in which event such Grantor shall, at the request of the Collateral Agent, do any and all lawful acts and execute any and all documents required by the Collateral Agent in aid of such enforcement, and such Grantor shall promptly, upon demand, reimburse and indemnify the Collateral Agent as provided in Section 12 hereof in connection with the exercise of its rights under this Section 9.6, and, to the extent that the Collateral Agent shall elect not to bring suit to enforce any Intellectual Property rights as provided in this Section 9.6, each Grantor

26

agrees, at the Collateral Agent’s request, to use all reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement, misappropriation, dilution or other violation of any of such Grantor’s rights in the Intellectual Property by others and for that purpose agrees to diligently maintain any action, suit or proceeding against any Person so infringing, misappropriating, diluting or otherwise violating as shall be necessary to prevent such infringement, misappropriation, dilution or other violation;

(ii) upon written demand from the Collateral Agent, each Grantor shall grant, assign, convey or otherwise transfer to the Collateral Agent or such Collateral Agent’s designee all of such Grantor’s right, title and interest in and to any Intellectual Property included in the Collateral and shall execute and deliver to the Collateral Agent such documents as are necessary or appropriate to carry out the intent and purposes of this Agreement;

(iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that the Collateral Agent (or any other Secured Party) receives cash proceeds in respect of the sale of, or other realization upon, any such Intellectual Property;

(iv) within five (5) Business Days after written notice from the Collateral Agent, each Grantor shall make available to the Collateral Agent, to the extent within such Grantor’s power and authority, such personnel in such Grantor’s employ on the date of such Event of Default as the Collateral Agent may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with any Trademarks or Trademark Licenses, such persons to be available to perform their prior functions on the Collateral Agent’s behalf and to be compensated by the Collateral Agent at such Grantor’s expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default; and

(v) the Collateral Agent shall have the right to notify, or require each Grantor to notify, any obligors with respect to amounts due or to become due to such Grantor in respect of any Intellectual Property of such Grantor, of the existence of the security interest created herein, to direct such obligors to make payment of all such amounts directly to the Collateral Agent, and, upon such notification and at the expense of such Grantor, to enforce collection of any such amounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done;

(1) all amounts and proceeds (including checks and other instruments) received by Grantor in respect of amounts due to such Grantor in respect of the Collateral or any portion thereof shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over or delivered to the Collateral Agent in the same form as so received (with any necessary endorsement) to be held as cash Collateral and applied as provided by Section 9.7 hereof; and

27

(2) Grantor shall not adjust, settle or compromise the amount or payment of any such amount or release wholly or partly any obligor with respect thereto or allow any credit or discount thereon.

(b) If (i) an Event of Default shall have occurred and, by reason of cure, waiver, modification, amendment or otherwise, no longer be continuing, (ii) no other Event of Default shall have occurred and be continuing, (iii) an assignment or other transfer to the Collateral Agent of any rights, title and interests in and to any Intellectual Property of such Grantor shall have been previously made and shall have become absolute and effective, and (iv) the Secured Obligations shall not have become immediately due and payable, upon the written request of any Grantor, the Collateral Agent shall promptly execute and deliver to such Grantor, at such Grantor’s sole cost and expense, such assignments or other transfer as may be necessary to reassign to such Grantor any such rights, title and interests as may have been assigned to the Collateral Agent as aforesaid, subject to any disposition thereof that may have been made by the Collateral Agent; provided, after giving effect to such reassignment, the Collateral Agent’s security interest granted pursuant hereto, as well as all other rights and remedies of the Collateral Agent granted hereunder, shall continue to be in full force and effect; and provided further, the rights, title and interests so reassigned shall be free and clear of any other Liens granted by or on behalf of the Collateral Agent and the Secured Parties.

9.7 Cash Proceeds; Deposit Accounts. Subject to the Intercreditor Agreement, if any Event of Default shall have occurred and be continuing, the Collateral Agent may give any notice of exclusive control or similar notice for any Control Account and apply the balance from any Control Account, or instruct the bank at which any Control Account is maintained to pay the balance of any Control Account, to or for the benefit of the Collateral Agent to be applied in accordance with the terms of this Agreement and the Credit Agreement.

SECTION 10. COLLATERAL AGENT.

The Collateral Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement. In furtherance of the foregoing provisions of this Section, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the benefit of Secured Parties in accordance with the terms of this Section. The provisions of the Credit Agreement relating to the Collateral Agent including, without limitation, the provisions relating to resignation or removal of the Collateral Agent and the powers and duties and immunities of the Collateral Agent are incorporated herein by this reference and shall survive any termination of the Credit Agreement.

SECTION 11. CONTINUING SECURITY INTEREST; TRANSFER OF LOANS.

This Agreement shall create a continuing security interest in the Collateral, shall remain in full force and effect until the payment in full of all Secured Obligations (other than unasserted indemnification, tax gross-up, expense reimbursement or yield protection obligations) and the cancellation or termination of the Commitments, and shall be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent

28

hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured Obligations (other than unasserted indemnification, tax gross-up, expense reimbursement or yield protection obligations) and the cancellation or termination of the Commitments, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to the Grantors. Upon any such termination the Collateral Agent shall, at the Grantors’ expense, execute and deliver to the Grantors or otherwise authorize the filing of such documents as the Grantors shall reasonably request, including financing statement amendments and/or releases and/or reassignments of Intellectual Property included in the Collateral in the form appropriate for recording in the U.S. Patent and Trademark Office, U.S. Copyright Office, and other applicable Intellectual Property registry where the Collateral Agent’s security interest may have been recorded, to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. In addition, the Collateral shall be released or subordinated as provided in Sections 9.8(c), (d) and (f) and 7.12 of the Credit Agreement. The Collateral Agent shall, at the applicable Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as such Grantor shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

SECTION 12. STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM.

The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the exercise of reasonable care in the custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property. Neither the Collateral Agent nor any of its directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or otherwise. If any Grantor fails to perform any agreement contained herein, the Collateral Agent may itself perform, or cause performance of, such agreement, and the expenses of the Collateral Agent incurred in connection therewith shall be payable by each Grantor under Section 10.2 of the Credit Agreement.

SECTION 13. MISCELLANEOUS.

Any notice required or permitted to be given under this Agreement shall be given in accordance with Section 10.1 of the Credit Agreement. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with Section 10.5 of the Credit Agreement; provided, however, that (i) schedules to this Agreement may be supplemented or amended at any time by any Grantor through Pledge Supplements (but no other existing provisions of this Agreement may be modified and no Collateral may be released (except as provided in Section 11 hereof), in each case solely through

29

Pledge Supplements) and (ii) schedules to the Collateral Questionnaire may be supplemented or amended at any time by any Grantor by written notice thereof to Collateral Agent. No failure or delay on the part of the Collateral Agent in the exercise of any power, right or privilege hereunder or under any other Credit Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege. All rights and remedies existing under this Agreement and the other Credit Documents are cumulative to, and not exclusive of, any rights or remedies otherwise available. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists. This Agreement shall be binding upon and inure to the benefit of the Collateral Agent and the Grantors and their respective successors and assigns. No Grantor shall, without the prior written consent of the Collateral Agent given in accordance with the Credit Agreement, assign any right, duty or obligation hereunder. This Agreement and the other Credit Documents embody the entire agreement and understanding between the Grantors and the Collateral Agent and supersede all prior agreements and understandings between such parties relating to the subject matter hereof and thereof. Accordingly, the Credit Documents may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties. This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.

THIS AGREEMENT 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).

THE PROVISIONS OF THE CREDIT AGREEMENT UNDER THE HEADINGS “CONSENT TO JURISDICTION” AND “WAIVER OF JURY TRIAL” ARE INCORPORATED HEREIN BY THIS REFERENCE AND SUCH INCORPORATION SHALL SURVIVE ANY TERMINATION OF THE CREDIT AGREEMENT.

Notwithstanding anything herein to the contrary, the liens and security interests granted to the Collateral Agent pursuant to this Agreement in respect of the Common Collateral and the exercise of any right or remedy by the Collateral Agent hereunder in respect of the Common Collateral, in each case, with respect to such Common Collateral are subject to the limitations and provisions of the Intercreditor Agreement. In the event of any inconsistency

30

between the terms or conditions of this Agreement (other than Section 2) and the terms and conditions of the Intercreditor Agreement, the terms and conditions of the Intercreditor Agreement shall control.

[Remainder of page intentionally left blank]

31

IN WITNESS WHEREOF, each Grantor and the Collateral Agent have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

J. C. PENNEY COMPANY, INC.,

as Grantor

By:

Name:

Title:

J. C. PENNEY CORPORATION, INC.,

as Grantor

By:

Name:

Title:

J. C. PENNEY PURCHASING CORPORATION,

as Grantor

By:

Name:

Title:

JCP REAL ESTATE HOLDINGS, INC.,

as Grantor

By:

Name:

Title:

J. C. PENNEY PROPERTIES, INC.,

as Grantor

By:

Name:

Title:

Pledge and Security Agreement

GOLDMAN SACHS BANK USA,
as Collateral Agent
By:
	Authorized Signatory

Pledge and Security Agreement

SCHEDULE 5.2

TO PLEDGE AND SECURITY AGREEMENT

COLLATERAL IDENTIFICATION

I. INTELLECTUAL PROPERTY

(A) Copyrights

Grantor Jurisdiction Title of Work Registration Number
(if any) Registration Date
(if any)

(B) Copyright Licenses

Grantor Description of Copyright License Registration Number (if any) of
underlying Copyright Name of Licensor

(C) Patents

Grantor Jurisdiction Title of Patent Patent Number/ (Application Number) Issue Date/ (Filing Date)

(D) Patent Licenses

Grantor Description of Patent License Patent Number of underlying Patent Name of Licensor

(E) Trademarks

Trademark Registration

SCHEDULE 5.2-1

Grantor Jurisdiction Number/ (Serial Number) Registration Date/ (Filing
Date)

(F) Trademark Licenses

Grantor Description of Trademark License Registration Number of underlying
Trademark Name of Licensor

(G) Trade Secret Licenses

II. COMMERCIAL TORT CLAIMS

Grantor Commercial Tort Claims

III. WAREHOUSEMAN, BAILEES AND OTHER THIRD PARTIES IN POSSESSION OF COLLATERAL

Grantor Description of Property Name and Address of Third Party

IV. AIRCRAFT, AIRCRAFT ENGINES AND PROPELLERS

SCHEDULE 5.2-2

SCHEDULE 5.4 TO                                      

PLEDGE AND SECURITY AGREEMENT

FINANCING STATEMENTS:

Grantor Filing Jurisdiction(s)

SCHEDULE 5.4-1

SCHEDULE 5.5

TO PLEDGE AND SECURITY AGREEMENT

Grantor Location of Equipment and Inventory

SCHEDULE 5.5-1

EXHIBIT A

TO 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 Pledge and Security Agreement, dated as of May 22, 2013 (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 GOLDMAN SACHS BANK USA, 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 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 a Natural Person) and Organizational Identification Number of each Grantor:

Full Legal Name Type of Organization Jurisdiction of Organization Chief Executive Office/Sole Place of Business
(or Residence if Grantor is a
Natural Person) Organization I.D.#

(B) Other Names (including any Trade Name or Fictitious Business Name) under which each Grantor currently conducts business:

Full Legal Name Trade Name or Fictitious Business Name

(C) Changes in Name, Jurisdiction of Organization, Chief Executive Office or Sole Place of Business (or Principal Residence if Grantor is a Natural Person) and Corporate Structure within past five (5) years:

Grantor Date of Change Description of Change

(D) Agreements pursuant to which any Grantor is bound as debtor within past five (5) years:

Grantor Description of Agreement

EXHIBIT A-2

SUPPLEMENT TO SCHEDULE 5.2

TO PLEDGE AND SECURITY AGREEMENT

COLLATERAL IDENTIFICATION

I. INTELLECTUAL PROPERTY

(A) Copyrights

Grantor Jurisdiction Title of Work Registration Number (if any) Registration Date (if any)

(B) Copyright Licenses

Grantor Description of Copyright License Registration Number (if any) of
underlying Copyright Name of Licensor

(C) Patents

Grantor Jurisdiction Title of Patent Patent Number/ (Application Number) Issue Date/ (Filing Date)

(D) Patent Licenses

Grantor Description of Patent License Patent Number of underlying Patent Name of Licensor

(E) Trademarks

EXHIBIT A-3

Grantor Jurisdiction Trademark Registration Number/ (Serial Number) Registration Date/ (Filing Date)

(F) Trademark Licenses

Grantor Description of Trademark License Registration Number of
underlying Trademark Name of Licensor

(G) Trade Secret Licenses

II. COMMERCIAL TORT CLAIMS

Grantor Commercial Tort Claims

III. WAREHOUSEMAN, BAILEES AND OTHER THIRD PARTIES IN POSSESSION OF COLLATERAL

Grantor Description of Property Name and Address of Third Party

IV. AIRCRAFT, AIRCRAFT ENGINES AND PROPELLERS

EXHIBIT A-4

SUPPLEMENT TO SCHEDULE 5.4 TO     

PLEDGE AND SECURITY AGREEMENT

Financing Statements:

Grantor Filing Jurisdiction(s)

EXHIBIT A-5

SUPPLEMENT TO SCHEDULE 5.5

TO PLEDGE AND SECURITY AGREEMENT

Additional Information:

Name of Grantor Location of Equipment and Inventory

EXHIBIT A-6

EXHIBIT B

TO PLEDGE AND SECURITY AGREEMENT

FORM OF TRADEMARK SECURITY AGREEMENT

This TRADEMARK SECURITY AGREEMENT, dated as of [            ], 20[    ] (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by the entities identified as grantors on the signature pages hereto (collectively, the “Grantors”) in favor of Goldman Sachs Bank USA, as collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”).

WHEREAS, the Grantors are party to a Pledge and Security Agreement dated as of May 22, 2013 (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Pledge and Security Agreement”) between each of the Grantors and the other grantors party thereto and the Collateral Agent pursuant to which the Grantors granted a security interest to the Collateral Agent in the Trademark Collateral (as defined below) and are required to execute and deliver this Agreement.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Grantors hereby agree with the Collateral Agent as follows:

SECTION 1. Defined Terms

Unless otherwise defined herein, terms defined in the Pledge and Security Agreement and used herein have the meaning given to them in the Pledge and Security Agreement.

SECTION 2. Grant of Security Interest in Trademark Collateral

SECTION 2.1 Grant of Security Interest. Each Grantor hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and continuing lien on all of such Grantor’s right, title and interest in, to and under the following, in each case whether now or hereafter existing or in which such Grantor now has or hereafter acquires an interest and wherever the same may be located (collectively, the “Trademark Collateral”):

(a) all United States, and foreign trademarks, trade names, trade dress, Internet domain names, service marks, certification marks, logos, and other source identifiers, whether or not registered;

(b) all registrations and applications therefor including, without limitation, the registrations and applications listed on Schedule A attached hereto;

(c) all extensions or renewals of any of the foregoing;

(d) all of the goodwill of the business connected with the use of and symbolized by any of the foregoing;

(e) the right to sue or otherwise recover for any past, present and future infringement, dilution or other violation of any of the foregoing;

EXHIBIT B-1

(f) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages, and proceeds of suit now or hereafter due and/or payable with respect thereto; and

(g) all other rights corresponding thereto throughout the world.

SECTION 2.2 Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the Trademark Collateral include or the security interest granted under Section 2.1 hereof attach to any Excluded Asset, including, without limitation, any “intent-to-use” application for registration of a trademark or service mark filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Lanham Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Lanham Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law.

SECTION 3. Security Agreement

The security interest granted pursuant to this Agreement is granted in conjunction with the security interest granted to the Collateral Agent for the Secured Parties pursuant to the Pledge and Security Agreement, and the Grantors hereby acknowledge and affirm that the rights and remedies of the Collateral Agent with respect to the security interest in the Trademark Collateral made and granted hereby are more fully set forth in the Pledge and Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Agreement is deemed to conflict with the Pledge and Security Agreement, the provisions of the Pledge and Security Agreement shall control.

SECTION 4. Termination

Upon the payment in full of all Secured Obligations (other than unasserted indemnification, tax gross-up, expense reimbursement or yield protection obligations) and the cancellation or termination of the Commitments, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Trademark Collateral shall revert to the Grantors. Upon any such termination the Collateral Agent shall, at the Grantors’ expense, execute and deliver to the Grantors or otherwise authorize the filing of such documents as the Grantors shall reasonably request, including financing statement amendments and/or releases and/or reassignments of the Trademark Collateral in the form appropriate for recording in the U.S. Patent and Trademark Office or other applicable Intellectual Property registry where the Collateral Agent’s security interest may have been recorded, to evidence such termination.

SECTION 5. Governing Law

THIS AGREEMENT 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

EXHIBIT B-2

LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY INTEREST).

SECTION 6. Intercreditor Agreement

Notwithstanding anything herein to the contrary, the liens and security interests granted to the Collateral Agent pursuant to this Agreement in respect of the Trademark Collateral and the exercise of any right or remedy by the Collateral Agent hereunder in respect of the Trademark Collateral, in each case, with respect to such Trademark Collateral are subject to the limitations and provisions of the Intercreditor Agreement. In the event of any inconsistency between the terms or conditions of this Agreement (other than Section 2) and the terms and conditions of the Intercreditor Agreement, the terms and conditions of the Intercreditor Agreement shall control.

SECTION 7. Counterparts

This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

[Remainder of page intentionally left blank]

EXHIBIT B-3

IN WITNESS WHEREOF, each Grantor has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

[NAME OF GRANTOR]
By:
	Name:
	Title:

STATE OF	)
	)	ss.
COUNTY OF	)

On this             day of             ,             before me personally appeared             , proved to me on the basis of satisfactory evidence to be the person who executed the foregoing instrument on behalf of             , who being by me duly sworn did depose and say that he/she is an authorized officer of said corporation, that the said instrument was signed on behalf of said corporation as authorized by its Board of Directors and that he/she acknowledged said instrument to be the free act and deed of said corporation.

Notary Public

[NAME OF GRANTOR]
By:
	Name:
	Title:

STATE OF	)
	)	ss.
COUNTY OF	)

On this             day of             ,             before me personally appeared             , proved to me on the basis of satisfactory evidence to be the person who executed the foregoing instrument on behalf of             , who being by me duly sworn did depose and say that he/she is an authorized officer of said corporation, that the said instrument was signed on behalf of said corporation as authorized by its Board of Directors and that he/she acknowledged said instrument to be the free act and deed of said corporation.

[ADD SIGNATURE BLOCKS AND NOTARY BLOCKS FOR ANY OTHER GRANTORS]

EXHIBIT B-4

Accepted and Agreed:
GOLDMAN SACHS BANK USA,
as Collateral Agent
By:
	Authorized Signatory

EXHIBIT B-5

SCHEDULE A

to

TRADEMARK SECURITY AGREEMENT

TRADEMARK REGISTRATIONS AND APPLICATIONS

Mark Serial No. Filing Date Registration No. Registration Date

EXHIBIT B-6

EXHIBIT C

TO PLEDGE AND SECURITY AGREEMENT

FORM OF PATENT SECURITY AGREEMENT

This PATENT SECURITY AGREEMENT, dated as of [            ], 20[    ] (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by the entities identified as grantors on the signature pages hereto (collectively, the “Grantors”) in favor of Goldman Sachs Bank USA, as collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”).

WHEREAS, the Grantors are party to a Pledge and Security Agreement dated as of May 22, 2013 (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Pledge and Security Agreement”) between each of the Grantors and the other grantors party thereto and the Collateral Agent pursuant to which the Grantors granted a security interest to the Collateral Agent in the Patent Collateral (as defined below) and are required to execute and deliver this Agreement.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Grantors hereby agree with the Collateral Agent as follows:

SECTION. 1. Defined Terms

Unless otherwise defined herein, terms defined in the Pledge and Security Agreement and used herein have the meaning given to them in the Pledge and Security Agreement.

SECTION 2. Grant of Security Interest in Patent Collateral

SECTION 2.1. Grant of Security Interest. Each Grantor hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and continuing lien on all of such Grantor’s right, title and interest in, to and under the following, in each case whether now or hereafter existing or in which such Grantor now has or hereafter acquires an interest and wherever the same may be located (collectively, the “Patent Collateral”):

(a) all United States and foreign patents and certificates of invention, or industrial property designs, and applications for any of the foregoing, including, without limitation, each patent and patent application listed on Schedule A attached hereto;

(b) all reissues, divisions, continuations, continuations-in-part and extensions thereof;

(c) all patentable inventions described and claimed therein;

(d) the right to sue or otherwise recover for any past, present and future infringement or other violation thereof;

(e) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages, and proceeds of suit now or hereafter due and/or payable with respect thereto; and

EXHIBIT C-1

(f) all other rights corresponding thereto throughout the world.

SECTION 2.2 Certain Limited Exclusions. Notwithstanding anything to the contrary, in no event shall the Patent Collateral include or the security interest granted under Section 2.1 hereof attach to any Excluded Assets.

SECTION 3. Security Agreement

The security interest granted pursuant to this Agreement is granted in conjunction with the security interest granted to the Collateral Agent for the Secured Parties pursuant to the Pledge and Security Agreement, and the Grantors hereby acknowledge and affirm that the rights and remedies of the Collateral Agent with respect to the security interest in the Patent Collateral made and granted hereby are more fully set forth in the Pledge and Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Agreement is deemed to conflict with the Pledge and Security Agreement, the provisions of the Pledge and Security Agreement shall control.

SECTION 4. Termination

Upon the payment in full of all Secured Obligations (other than unasserted indemnification, tax gross-up, expense reimbursement or yield protection obligations) and the cancellation or termination of the Commitments, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Patent Collateral shall revert to the Grantors. Upon any such termination the Collateral Agent shall, at the Grantors’ expense, execute and deliver to the Grantors or otherwise authorize the filing of such documents as the Grantors shall reasonably request, including financing statement amendments and/or releases and/or reassignments of the Patent Collateral in the form appropriate for recording in the U.S. Patent and Trademark Office or other applicable Intellectual Property registry where the Collateral Agent’s security interest may have been recorded, to evidence such termination.

SECTION 5. Governing Law

THIS AGREEMENT 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).

SECTION 6. Intercreditor Agreement

Notwithstanding anything herein to the contrary, the liens and security interests granted to the Collateral Agent pursuant to this Agreement in respect of the Patent Collateral and the exercise of any right or remedy by the Collateral Agent hereunder in respect of the Patent Collateral, in each case, with respect to such Patent Collateral are subject to the limitations and provisions of the Intercreditor Agreement. In the event of any inconsistency between the terms or conditions of this Agreement (other than Section 2) and the terms and conditions of the Intercreditor Agreement, the terms and conditions of the Intercreditor Agreement shall control.

EXHIBIT C-2

SECTION 7. Counterparts

This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

[Remainder of page intentionally left blank]

EXHIBIT C-3

IN WITNESS WHEREOF, each Grantor has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

[NAME OF GRANTOR]
By:
	Name:
	Title:

STATE OF	)
	)	ss.
COUNTY OF	)

On this             day of             ,             before me personally appeared             , proved to me on the basis of satisfactory evidence to be the person who executed the foregoing instrument on behalf of             , who being by me duly sworn did depose and say that he/she is an authorized officer of said corporation, that the said instrument was signed on behalf of said corporation as authorized by its Board of Directors and that he/she acknowledged said instrument to be the free act and deed of said corporation.

Notary Public

[NAME OF GRANTOR]
By:
	Name:
	Title:

STATE OF	)
	)	ss.
COUNTY OF	)

On this             day of             ,             before me personally appeared             , proved to me on the basis of satisfactory evidence to be the person who executed the foregoing instrument on behalf of             , who being by me duly sworn did depose and say that he/she is an authorized officer of said corporation, that the said instrument was signed on behalf of said corporation as authorized by its Board of Directors and that he/she acknowledged said instrument to be the free act and deed of said corporation.

[ADD SIGNATURE BLOCKS AND NOTARY BLOCKS FOR ANY OTHER GRANTORS]

EXHIBIT C-4

Accepted and Agreed:
GOLDMAN SACHS BANK USA,
as Collateral Agent
By:
	Authorized Signatory

EXHIBIT C-5

SCHEDULE A

to

PATENT SECURITY AGREEMENT

PATENTS AND PATENT APPLICATIONS

Title Application No. Filing Date Patent No. Issue Date

EXHIBIT C-6

EXHIBIT D

TO PLEDGE AND SECURITY AGREEMENT

FORM OF COPYRIGHT SECURITY AGREEMENT

This COPYRIGHT SECURITY AGREEMENT, dated as of [            ], 20[    ] (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by the entities identified as grantors on the signature pages hereto (collectively, the “Grantors”) in favor of Goldman Sachs Bank USA, as collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”).

WHEREAS, the Grantors are party to a Pledge and Security Agreement dated as of May 22, 2013 (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Pledge and Security Agreement”) between each of the Grantors and the other grantors party thereto and the Collateral Agent pursuant to which the Grantors granted a security interest to the Collateral Agent in the Copyright Collateral (as defined below) and are required to execute and deliver this Agreement.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Grantors hereby agree with the Collateral Agent as follows:

SECTION 1. Defined Terms

Unless otherwise defined herein, terms defined in the Pledge and Security Agreement and used herein have the meaning given to them in the Pledge and Security Agreement.

SECTION 2. Grant of Security Interest in Copyright Collateral

SECTION 2.1 Grant of Security Interest. Each Grantor hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and continuing lien on all of such Grantor’s right, title and interest in, to and under the following, in each case whether now or hereafter existing or in which such Grantor now has or hereafter acquires an interest and wherever the same may be located (collectively, the “Copyright Collateral”):

(a) all United States and foreign copyrights and all Mask Works (as defined under 17 U.S.C. 901 of the U.S. Copyright Act), whether registered or unregistered;

(b) all registrations and applications therefor including, without limitation, the registrations and applications listed on Schedule A attached hereto;

(c) all extensions and renewals thereof;

(d) all exclusive Copyright Licenses in respect of registered U.S. copyrights for which such Grantor is the licensee and which are included in the Material Intellectual Property;

(e) the right to sue or otherwise recover for any past, present and future infringement or other violation of any of the foregoing;

EXHIBIT D-1

(f) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages and proceeds of suit now or hereafter due and/or payable with respect thereto; and

(g) all other rights corresponding thereto throughout the world.

SECTION 2.2 Certain Limited Exclusions. Notwithstanding anything to the contrary, in no event shall the Copyright Collateral include or the security interest granted under Section 2.1 hereof attach to any Excluded Asset.

SECTION 3. Security Agreement

The security interest granted pursuant to this Agreement is granted in conjunction with the security interest granted to the Collateral Agent for the Secured Parties pursuant to the Pledge and Security Agreement, and the Grantors hereby acknowledge and affirm that the rights and remedies of the Collateral Agent with respect to the security interest in the Copyright Collateral made and granted hereby are more fully set forth in the Pledge and Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Agreement is deemed to conflict with the Pledge and Security Agreement, the provisions of the Pledge and Security Agreement shall control.

SECTION 4. Termination

Upon the payment in full of all Secured Obligations (other than unasserted indemnification, tax gross-up, expense reimbursement or yield protection obligations) and the cancellation or termination of the Commitments, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Copyright Collateral shall revert to the Grantors. Upon any such termination the Collateral Agent shall, at the Grantors’ expense, execute and deliver to the Grantors or otherwise authorize the filing of such documents as the Grantors shall reasonably request, including financing statement amendments and/or releases and/or reassignments of Copyright Collateral in the form appropriate for recording in the U.S. Copyright Office or other applicable Intellectual Property registry where the Collateral Agent’s security interest may have been recorded, to evidence such termination.

SECTION 5. Governing Law

THIS AGREEMENT 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).

SECTION 6. Intercreditor Agreement

Notwithstanding anything herein to the contrary, the liens and security interests granted to the Collateral Agent pursuant to this Agreement in respect of the Copyright Collateral and the

EXHIBIT D-2

exercise of any right or remedy by the Collateral Agent hereunder in respect of the Copyright Collateral, in each case, with respect to such Copyright Collateral are subject to the limitations and provisions of the Intercreditor Agreement. In the event of any inconsistency between the terms or conditions of this Agreement (other than Section 2) and the terms and conditions of the Intercreditor Agreement, the terms and conditions of the Intercreditor Agreement shall control.

SECTION 7. Counterparts

This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

[Remainder of page intentionally left blank]

EXHIBIT D-3

IN WITNESS WHEREOF, each Grantor has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

[NAME OF GRANTOR]
By:
	Name:
	Title:

STATE OF	)
	)	ss.
COUNTY OF	)

On this             day of             ,             before me personally appeared             , proved to me on the basis of satisfactory evidence to be the person who executed the foregoing instrument on behalf of             , who being by me duly sworn did depose and say that he/she is an authorized officer of said corporation, that the said instrument was signed on behalf of said corporation as authorized by its Board of Directors and that he/she acknowledged said instrument to be the free act and deed of said corporation.

Notary Public

[NAME OF GRANTOR]
By:
	Name:
	Title:

STATE OF	)
	)	ss.
COUNTY OF	)

On this             day of             ,             before me personally appeared             , proved to me on the basis of satisfactory evidence to be the person who executed the foregoing instrument on behalf of             , who being by me duly sworn did depose and say that he/she is an authorized officer of said corporation, that the said instrument was signed on behalf of said corporation as authorized by its Board of Directors and that he/she acknowledged said instrument to be the free act and deed of said corporation.

[ADD SIGNATURE BLOCKS AND NOTARY BLOCKS FOR ANY OTHER GRANTORS]

EXHIBIT D-4

Accepted and Agreed:
GOLDMAN SACHS BANK USA,
as Collateral Agent
By:
	Authorized Signatory

EXHIBIT D-5

SCHEDULE A

to

COPYRIGHT SECURITY AGREEMENT

COPYRIGHT REGISTRATIONS AND APPLICATIONS

Title Application No. Filing Date Registration No. Registration Date

EXCLUSIVE COPYRIGHT LICENSES

Description of Copyright License Name of Licensor Registration Number of underlying Copyright

EXHIBIT D-6

EXHIBIT I TO

CREDIT AND GUARANTY AGREEMENT

MODIFIED DUTCH AUCTION PROCEDURES

This Outline is intended to summarize certain basic terms of the modified Dutch auction procedures pursuant to and in accordance with the terms and conditions of Sections 10.6(i) of that certain Credit and Guaranty Agreement, dated as of May 22, 2013 (the “Credit Agreement”) by and among J. C. Penney Corporation, Inc., a Delaware corporation (the “Borrower”), J. C. Penney Company, Inc., a Delaware corporation (“Holdings”), certain subsidiaries of Borrower, as Guarantors (collectively with Borrower and Holdings, the “Credit Parties”), the Lenders party thereto from time to time, Goldman Sachs Bank USA, as Administrative Agent, as Collateral Agent and as Lead Arranger and the other agents party thereto, of which this Exhibit I is a part (the “Auction Procedures”). It is not intended to be a definitive statement of all of the terms and conditions of a modified Dutch auction, the definitive terms and conditions for which shall be set forth in the applicable auction procedures set for each Auction (the “Offer Documents”). None of the Administrative Agent, the Auction Manager and any other Agent, or any of their respective Affiliates, makes any recommendation pursuant to the Offer Documents as to whether or not any Lender should sell its Loans to Borrower (the “Purchaser”) pursuant to the Offer Documents, nor shall the decision by the Administrative Agent, the Auction Manager or any other Agent (or any of their Affiliates) in its capacity as a Lender be deemed to constitute such a recommendation. Each Lender should make its own decision on whether to sell any of its Loans and, if it decides to do so, the principal amount of and price to be sought for such Loans. In addition, each Lender should consult its own attorney, business advisor or tax advisor as to legal, business, tax and related matters concerning this Auction and the Offer Documents. Capitalized terms not otherwise defined in this Exhibit have the meanings assigned to them in the Credit Agreement.

Summary. The Purchaser may conduct one or more modified Dutch auctions in order to purchase Loans (each, an “Auction”) pursuant to the procedures described herein.

Notice Procedures. In connection with each Auction, the Purchaser will provide notification to the Auction Manager (for distribution to the Lenders) of the Loans substantially in the form of Annex A to this Exhibit I that will be the subject of the Auction (an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount of Loans that the Purchaser is willing to purchase in the Auction (the “Auction Amount”); (ii) the range of discounts to par (the “Discount Range”), expressed as a range of prices per $1,000 (in increments of $5), at which the Purchaser would be willing to purchase Loans in the Auction; and (iii) the date on which the Auction will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. New York time, as such date and time may be extended (such time, the “Expiration Time”) for a period not exceeding three Business Days upon notice by the Purchaser to the Auction Manager received not less than 24 hours before the original Expiration Time; provided, however, that only one extension per offer shall be permitted. An Auction shall be regarded as a “Failed Auction” in the event that either (x) Purchaser withdraws such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids having been received. In the event of a Failed Auction, Purchaser shall not be permitted to

EXHIBIT I-1

deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be.

Reply Procedures. In connection with any Auction, each Lender holding Loans wishing to participate in such Auction shall, prior to the Expiration Time, provide the Auction Manager with a notice of participation substantially in the form of Annex B to this Exhibit I (the “Return Bid”) which shall specify (i) a discount to par expressed as a price per $1,000 (in increments of $5) of Loans (the “Reply Price”) within the Discount Range and (ii) the principal amount of Loans, in an amount not less than $1,000,000 or an integral multiple in excess thereof, that such Lender is willing to offer for sale at its Reply Price (the “Reply Amount”); provided, that Lender may submit a Reply Amount that is less than the minimum amount and/or incremental amount requirements described above only if the Reply Amount comprises the entire amount of Loans held by such Lender. Lenders may only submit one Return Bid per Auction but each Return Bid may contain up to three component bids, each of which may result in a separate Qualifying Bid (as defined below) and each of which will not be contingent on any other component bid submitted by such Lender resulting in a Qualifying Bid. In addition to the Return Bid, the participating Lender must execute and deliver, to be held by the Auction Manager, a Borrower Assignment Agreement. The Purchaser will not purchase any Loans at a price that is outside of the applicable Discount Range, nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount Range be considered in any calculation of the Applicable Threshold Price (as defined below).

Acceptance Procedures. Based on the Reply Prices and Reply Amounts received by the Auction Manager, the Auction Manager, in consultation with the Purchaser, will calculate the lowest purchase price (the “Applicable Threshold Price”) for the Auction within the Discount Range for the Auction that will allow the Purchaser to complete the Auction by purchasing the full Auction Amount (or such lesser amount of Loans for which the Purchaser has received Qualifying Bids (as defined below)). The Purchaser shall purchase Loans from each Lender whose Return Bid is within the Discount Range and contains a Reply Price that is equal to or less than the Applicable Threshold Price (each, a “Qualifying Bid”). All Loans included in Qualifying Bids (including multiple component Qualifying Bids contained in a single Return Bid) received at a Reply Price lower than the Applicable Threshold Price will be purchased at the applicable Reply Price and shall not be subject to proration.

Proration Procedures. All Loans offered in Return Bids (or, if applicable, any component bid thereof) constituting Qualifying Bids at the Applicable Threshold Price will be purchased at the Applicable Threshold Price; provided that if the aggregate principal amount of all Loans for which Qualifying Bids have been submitted in any given Auction at the Applicable Threshold Price would exceed the remaining portion of the Auction Amount (after deducting all Loans to be purchased below the Applicable Threshold Price), the Purchaser shall purchase the Loans for which the Qualifying Bids submitted were at the Applicable Threshold Price ratably based on the respective principal amounts offered and in an aggregate amount equal to the amount necessary to complete the purchase of the Auction Amount. No Return Bids (or any component thereof) will be accepted above the Applicable Threshold Price.

Notification Procedures. Auction Manager will calculate the Applicable Threshold Price and post the Applicable Threshold Price and proration factor onto an internet site

EXHIBIT I-2

(including an IntraLinks, SyndTrak or other electronic workspace) in accordance with the Auction Manager’s standard dissemination practices by 4:00 p.m. New York time on the same Business Day as the date the Return Bids were due. The Auction Manager will insert the principal amount of Loans to be assigned and the applicable settlement date into each applicable Borrower Assignment Agreement received in connection with a Qualifying Bid. Upon request of the submitting Lender, the Auction Manager will promptly return any Borrower Assignment Agreement received in connection with a Return Bid that is not a Qualifying Bid (as defined below).

Additional Procedures. Once initiated by an Auction Notice, the Purchaser may withdraw an Auction only in the event that, as of such time, no Qualifying Bid has been received by the Auction Manager. Furthermore, in connection with any Auction, upon submission by a Lender of a Return Bid, such Lender will not have any withdrawal rights. Any Return Bid (including any component bid thereof) delivered to the Auction Manager may not be modified, revoked, terminated or cancelled by a Lender. However, an Auction may become void if the conditions to the purchase of Loans by the Purchaser required by the terms and conditions of Section 10.6(i)(i) of the Credit Agreement are not met. The purchase price for each purchase of Loans shall be paid by the Purchaser directly to the respective assigning Lender on a settlement date as determined by the Auction Manager in consultation with the Purchaser (which shall be no later than ten (10) Business Days after the date Return Bids are due). The Purchaser shall execute each applicable Borrower Assignment Agreement received in connection with a Qualifying Bid.

All questions as to the form of documents and validity and eligibility of Loans that are the subject of an Auction will be determined by the Auction Manager, in consultation with the Purchaser, which determination will be final and binding. The Auction Manager’s interpretation of the terms and conditions of the Offer Document, in consultation with the Purchaser, will be final and binding.

None of the Administrative Agent, the Auction Manager, any other Agent or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Purchaser, the Credit Parties, or any of their Affiliates (whether contained in the Offer Documents or otherwise) or for any failure to disclose events that may have occurred and may affect the significance or accuracy of such information.

This Exhibit I shall not require the Purchaser to initiate any Auction.

EXHIBIT I-3

ANNEX A

AUCTION NOTICE

[Borrower Letterhead]

Goldman Sachs Bank USA, as Auction Manager

200 West Street

New York, NY 10282-2198

Attention: [            ]

Fax No.: [            ]

Email: [            ]@gs.com

Re: Loan Auction

Ladies and Gentlemen:

Reference is made to that certain Credit and Guaranty Agreement, dated as of May 22, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among J. C. PENNEY CORPORATION, INC., a Delaware corporation (“Borrower”), J. C. PENNEY COMPANY, INC., a Delaware corporation, certain Subsidiaries of Borrower, as guarantors, the lenders party thereto from time to time (the “Lenders”), GOLDMAN SACHS BANK USA (“Goldman Sachs”), as Administrative Agent and Collateral Agent, Goldman Sachs, BARCLAYS BANK PLC, J.P. MORGAN SECURITIES LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and UBS SECURITIES LLC, as Joint Arrangers and Joint Bookrunners, and the other agents party thereto. Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement.

J. C. Penney Corporation, Inc. (the “Purchaser”) hereby gives notice to the Lenders that it desires to conduct the following Auction:

• Auction Amount: $[        ] in principal amount of Loans¹

• Discount Range: Not less than $[            ] nor greater than $[            ] per $1,000 principal amount of Loans.

The Purchaser acknowledges that this Auction Notice may not be withdrawn other than in accordance with the Auction Procedures. The Auction shall be consummated in accordance with the Auction Procedures with all Return Bids due no later than [1:00] p.m. (New York time) on [            ], 20[    ].

The Purchaser hereby represents and warrants that (i) it is not in possession of any information regarding Borrower or its Subsidiaries, or their assets, Borrower’s ability to perform its Obligations or any other matter that may be material to a decision by any Lender to participate in any Auction or enter into any Borrower Assignment Agreement or any of the transactions contemplated thereby that has not previously been disclosed to the Auction Manager, Administrative Agent and the Non-Public Lenders, and (ii) no Event of Default has occurred and is continuing or would result from such repurchase.

¹  Modify, as appropriate, to: “$[        ] maximum cash value to be paid for all tendered Loans”

EXHIBIT I-A-1

Very truly yours,
J. C. PENNEY CORPORATION, INC.
By:
	Name:
	Title:

EXHIBIT I-A-2

ANNEX B

RETURN BID

Goldman Sachs Bank USA, as Auction Manager

200 West Street

New York, NY 10282-2198

Attention: [            ]

Fax No.: [            ]

Email: [            ]@gs.com

Ladies and Gentlemen:

Reference is made to that certain Credit and Guaranty Agreement, dated as of May 22, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among J. C. PENNEY CORPORATION, INC., a Delaware corporation (“Borrower”), J. C. PENNEY COMPANY, INC., a Delaware corporation, certain Subsidiaries of Borrower, as guarantors, the lenders party thereto from time to time (the “Lenders”), GOLDMAN SACHS BANK USA (“Goldman Sachs”), as Administrative Agent and Collateral Agent, Goldman Sachs, BARCLAYS BANK PLC, J.P. MORGAN SECURITIES LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and UBS SECURITIES LLC, as Joint Arrangers and Joint Bookrunners, and the other agents party thereto. Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement.

The undersigned Lender hereby gives notice of its participation in the Auction by submitting the following Return Bid²:

Reply Price (price per $1,000)	Reply Amount (principal  amount of Loans)
US$	US$
US$	US$
US$	US$

The undersigned Lender acknowledges that the submission of this Return Bid along with an executed Borrower Assignment Agreement, to be held in escrow by the Auction Manager, obligates the Lender to sell the entirety or its pro rata portion of the Reply Amount in accordance with the Auction Procedures, as applicable.

Very truly yours,
[Name of Lender]
By:
	Name:
	Title:

²  Lender may submit up to [three] component bids but need not submit more than one. The sum of Lender’s bid(s) may not exceed the aggregate principal face amount of Loans held by it as lender of record on the date of submission of its Return Bid.

EXHIBIT I-B-1

ANNEX C

BORROWER ASSIGNMENT AND ASSUMPTION AGREEMENT

This Borrower Assignment and Assumption Agreement (this “Assignment”) is dated as of the Borrower Assignment Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and J. C. PENNEY CORPORATION, INC. (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Borrower Assignment Effective Date [in the case of an Auction: inserted by the Auction Manager as contemplated in the Auction Procedures], (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of the Assignor’s outstanding rights and obligations thereunder, and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by the Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and the Credit Agreement, without representation or warranty by the Assignor.

1.	Assignor:
2.	Assignee:	J. C. PENNEY CORPORATION, INC., a Delaware corporation
3.	Borrower:	J. C. PENNEY CORPORATION, INC., a Delaware corporation
4.	Administrative Agent:	GOLDMAN SACHS BANK USA, as the administrative agent under the Credit Agreement
5.	Credit Agreement:	The Credit and Guaranty Agreement dated as of May 22, 2013, among Borrower, J. C. PENNEY COMPANY, INC., a Delaware corporation, certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS BANK USA (“Goldman Sachs”), as Administrative Agent and Collateral Agent, Goldman Sachs, BARCLAYS BANK PLC, J.P. MORGAN SECURITIES LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and UBS SECURITIES LLC, as Joint Arrangers and Joint Bookrunners, and the other agents party thereto

EXHIBIT I-C-1

6. Assignor’s Interest under the Credit Agreement:

Aggregate Principal Face Amount of Loans of Assignor	Percentage of Loans of Assignor1
$		%

7. Assigned Interest:

List below the Loans to be assigned by Assignor to Assignee [in the case of an Auction: , which shall be subject to the terms and conditions of the Auction, including, without limitation, the pro rata reduction procedures set forth in the Auction Procedures].

[in the case of an Auction:

Reply Price with respect to Loans being offered for assignment to Assignee (price per $1,000 principal amount)2	Reply Amount (principal face amount of Loans to be Assigned to Assignee at relevant Reply Price) (subject to pro rata reduction)3	Pro Rated Principal Face Amount of Loans Assigned4	Percentage Assigned of Loans5
$	$	$		%
$	$	$		%
$	$	$		%

¹  Set forth, to at least 9 decimals, as a percentage of the Loans of all Lenders thereunder. To be completed by Assignor.

²  To be completed by Assignor.

³  To be completed by Assignor. [In the case of an Auction: The sum of Lender’s Reply Amount(s) may not exceed the aggregate principal face amount of Loans held by it as lender of record on the date of submission of its Return Bid.]

⁴  [In the case of an Auction: To be completed by the Auction Manager, if necessary, based on the proration procedures set forth in the Auction Procedures.]

⁵  [In the case of an Auction: To be completed by the Auction Manager to at least 9 decimals as a percentage of the Loans of all Lenders thereunder.]

EXHIBIT I-C-2

[in the case of an open market purchase:

Aggregate Amount  of Commitment/Loans for all Lenders	Amount of Commitment / Loans Assigned	Percentage Assigned of Commitment/Loans6
$	$		%
$	$		%
$	$		%

8. Borrower Assignment Effective Date:             , 20     [in the case of an Auction: TO BE INSERTED BY AUCTION MANAGER AND WHICH SHALL BE THE BORROWER ASSIGNMENT EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

⁶  Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

EXHIBIT I-C-3

9. Notice and Wire Instructions:

ASSIGNOR:		ASSIGNEE:
[NAME OF ASSIGNOR]		J. C. PENNEY CORPORATION, INC.
Notices:		Notices:
	Attention:		Attention:
	Telecopier:		Telecopier:
with a copy to:		with a copy to:
	Attention:		Attention:
	Telecopier:		Telecopier:
Wire Instructions:

[In the case of an assignment via Dutch Auction only: The Assignor acknowledges and agrees that (i) submission of a Return Bid in respect of the Loans will constitute a binding agreement between the Assignor and the Assignee in accordance with the terms and conditions of the Auction Procedures and the Credit Agreement; (ii) Loans will be deemed to have been accepted by the Assignee to the extent such Loans are validly offered by Assignor to Assignee in accordance with the terms and conditions of the Auction Procedures and the Credit Agreement upon notification by the Auction Manager to the Assignor that such Loans are part of a Qualifying Bid (subject to applicable proration in accordance with the terms and conditions of the Auction); and (iii) it does not have any withdrawal rights with respect to any offer to assign of its Loans.

Subject to and effective upon the acceptance by the Assignee for purchase of the principal amount of the Loans to be assigned by the Assignor to the Assignee, the Assignor hereby irrevocably constitutes and appoints the Auction Manager as the true and lawful agent and attorney-in-fact of the Assignor with respect to such Loans, with full powers of substitution and revocation (such power of attorney being deemed to be an irrevocable power coupled with an interest) to complete or fill-in the blanks in this Assignment and deliver the completed Assignment to the Assignee and the Assignor.

The Assignor acknowledges and agrees that its offer to assign Loans pursuant to the Auction Procedures constitute the Assignor’s acceptance of the terms and conditions (including the proration procedures) contained in the Auction Procedures, the Credit Agreement and this Assignment.]

[Signature page follows]

EXHIBIT I-C-4

The terms set forth in this Assignment are hereby agreed to:

ASSIGNOR

[NAME OF ASSIGNOR]

By:

Name:

Title:

ASSIGNEE

J. C. PENNEY CORPORATION, INC.

By:

Name:

Title:

Accepted:

GOLDMAN SACHS BANK USA,

as Administrative Agent and Auction Manager

By:

Authorized Signatory

EXHIBIT I-C-5

ANNEX 1

STANDARD TERMS AND CONDITIONS FOR

BORROWER ASSIGNMENT AND ACCEPTANCE

1. Representations and Warranties.

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is, and on the applicable Borrower Assignment Effective Date will be, free and clear of any lien, encumbrance or other adverse claim; (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby; (iv) it has received a copy of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own decision to enter into this Assignment and to sell and assign the Assigned Interest on the basis of which it has made such decision; and (iv) it is not a Defaulting Lender, (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with any Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document delivered pursuant thereto, other than this Assignment (herein collectively the “Credit Documents”), or any collateral thereunder, (iii) the financial condition of Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document, and (c) agrees that [in the case of an Auction: it has read and agrees to all of the terms and conditions (including the pro ration procedures) of the Auction Procedures set forth in the Offer Documents] [in the case of an open market purchase, and if the bracketed language for Section 1.2(a)(viii) below is not inserted: (i) the Assignee may have, and later may come into possession of, information regarding the Loans or the Credit Parties that is not known to the Assignor and that may be material to a decision by the Assignor to enter into an assignment of the Assigned Interest (such information, the “Excluded Information”), (ii) the Assignor has independently and without reliance on the Assignee or any of its Subsidiaries or Affiliates made its own analysis and determined to enter into an assignment of the Assigned Interest and to consummate the transactions contemplated by this Assignment notwithstanding the Assignor’s lack of knowledge of the Excluded Information, (iii) Holdings and its Subsidiaries shall have no liability to the Assignor, and the Assignor hereby waives and releases, to the extent permitted by law, any claims the Assignor may have against Holdings and its Subsidiaries, under applicable laws or otherwise, with respect to the nondisclosure of the Excluded Information, (iv) the Excluded Information may not be available to Administrative Agent or the other Lenders and (v) the Assignor agrees to the provisions set forth in this clause (c), and agrees that such provisions shall control, notwithstanding any inconsistent provision in the Credit Agreement or in any Borrower Assignment Agreement]. The Assignor will, upon request, execute and deliver any additional documents deemed by Administrative Agent or the Assignee to be necessary or desirable to complete the sale, assignment and transfer of the Assigned Interest. In the event that the Assignor has determined for itself to not access any information disclosed by Assignee in connection with the Auction or this Assignment, the Assignor acknowledges that (i) other Lenders may have availed themselves of such information and (ii) none of Borrower, [the Auction Manager,] and Administrative Agent has any responsibility for the Assignor’s decision to limit the scope of the information it has obtained in connection with its evaluation of the Auction or its decision to enter into this Assignment.

1.2 Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and

EXHIBIT I-C-6

to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement until such time as the Loans are automatically cancelled without further action by any Person on the Borrower Assignment Effective Date, (ii) it has transmitted same day funds to the Assignor on the Borrower Assignment Effective Date, and (iii) [in the case of an Auction: it is not in possession of any information regarding Borrower or its Subsidiaries, or their assets, Borrower’s ability to perform its Obligations or any other matter that may be material to a decision by any Lender (including the Assignor) to participate in any Auction, if applicable, or enter into this Assignment or any of the transactions contemplated hereby that has not previously been disclosed to the Auction Manager, Administrative Agent and the Non-Public Lenders] [in the case of an open market purchase, and if the bracketed language for Section 1.1(c) above with respect to an open market purchase is not inserted: it is not in possession of any information regarding the Assignee, its Subsidiaries or its Affiliates, or their assets, the Assignee’s ability to perform its Obligations or any other matter that may be material to a decision by any Lender (including the Assignor) to enter into this Assignment or any of the transactions contemplated hereby that has not previously been disclosed to the Assignor]; and (b) agrees that the Assigned Interest shall, from and after the Borrower Assignment Effective Date, and without further action by any Person, be deemed cancelled for all purposes and no longer outstanding and that the Assignee shall have no ability to vote or receive payments in respect of the Assigned Interest.

1.3 No Violation of Laws. Each of the Assignor and Assignee acknowledges that it has not violated any applicable laws relating to this Assignment or the transactions contemplated herein.

2. Payments. Payment to the Assignor by the Assignee in respect of the settlement of the assignment of the Assigned Interest shall be paid by Assignee directly to the Assignor and shall include all unpaid interest that has accrued in respect of the Assigned Interest through the Borrower Assignment Effective Date. No interest shall accrue with respect to the Assigned Interest from and after the Borrower Assignment Effective Date and such Assigned Interest shall, from and after the Borrower Assignment Effective Date, and without further action by any Person, be deemed cancelled for all purposes and no longer outstanding.

3. No Event of Default. On the Borrower Assignment Effective Date, no Event of Default has occurred and is continuing or would result from this Assignment.

4. General Provisions. This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment is a Credit Document under and as defined in the Credit Agreement. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to conflict of laws principles thereof that would require the application of laws other than those of the State of New York.

EXHIBIT I-C-7

EXHIBIT J TO

CREDIT AND GUARANTY AGREEMENT

INTERCREDITOR AGREEMENT

[Attached.]

EXHIBIT J-1

Exhibit J

[Execution Version]

INTERCREDITOR AND COLLATERAL COOPERATION AGREEMENT

Dated as of

May 22, 2013

Among

JPMORGAN CHASE BANK, N.A.,

as Representative with respect to the ABL Credit Agreement,

GOLDMAN SACHS BANK USA,

as Representative with respect to the Term Loan Agreement,

J.C. PENNEY CORPORATION, INC.

and

THE OTHER GRANTORS PARTY HERETO

TABLE OF CONTENTS

	Page
SECTION 1. Definitions; Other Interpretive Provisions		2
1.1 Definitions		2
SECTION 2. Lien Priorities		9
2.1 Subordination of Liens		9
2.2 Nature of Obligations		10
2.3 Agreements Regarding Actions to Perfect Liens		10
2.4 No New Liens		11
SECTION 3. Enforcement Rights		11
3.1 Exclusive Enforcement		11
3.2 Standstill and Waivers		13
3.3 Judgment Creditors		14
3.4 Cooperation		14
3.5 No Additional Rights for the Grantors Hereunder		14
3.6 Actions Upon Breach		14
SECTION 4. Application of Proceeds of Common Collateral; Dispositions and Releases of Common Collateral; Inspection and Insurance		15
4.1 Application of Proceeds; Turnover Provisions		15
4.2 Releases of Lien		15
4.3 Inspection Rights and Insurance.		16
4.4 Tracing and Allocation of Proceeds		17
SECTION 5. Insolvency Proceedings		17
5.1 Filing of Motions		17
5.2 Financing Matters		17
5.3 Relief From the Automatic Stay		18
5.4 Adequate Protection		18
5.5 Avoidance Issues		20
5.6 Asset Dispositions in an Insolvency Proceeding		20
5.7 Separate Grants of Security and Separate Classification		20
5.8 Plans of Reorganization		21
5.9 No Waiver of Rights of First Priority Secured Parties		21
5.10 Effectiveness in Insolvency Proceedings		21
SECTION 6. Matters Relating to Loan Documents		22
6.1 General		22
6.2 Restrictions on Refinancings		22
SECTION 7. Cooperation with Respect to ABL Priority Collateral		23
7.1 Consent to License to Use Intellectual Property		23
7.2 Access to Information		23
7.3 Access to Property to Process and Sell Inventory		23
7.4 Grantor Consent		25

i

TABLE OF CONTENTS

(continued)

	Page
SECTION 8. Reliance; Waivers; etc		25
8.1 Reliance		25
8.2 No Warranties or Liability		25
8.3 No Waivers		26
SECTION 9. Obligations Unconditional		26
SECTION 10. Additional ABL Secured Obligations and Term Loan Secured Obligations; Certain Reclassifications of Term Loan Secured Obligations		26
SECTION 11. Miscellaneous		27
11.1 Conflicts		27
11.2 Continuing Nature of Provisions		27
11.3 Amendments; Waivers		27
11.4 Information Concerning Financial Condition of the Borrower and the other Grantors		28
11.5 Applicable Law		28
11.6 Jurisdiction; Consent to Service of Process; Process Agent		28
11.7 Notices		29
11.8 Successors and Assigns		29
11.9 Headings		29
11.10 Severability		29
11.11 Counterparts; Integration; Effectiveness		29
11.12 Waiver of Jury Trial		29
11.13 Additional Grantors		30

ii

INTERCREDITOR AND COLLATERAL COOPERATION AGREEMENT

INTERCREDITOR AND COLLATERAL COOPERATION AGREEMENT (this “Agreement”), dated as of May 22, 2013, among JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as Representative with respect to the ABL Credit Agreement, GOLDMAN SACHS BANK USA (“GS Bank”), as Representative with respect to Term Loan Agreement, J.C. PENNEY CORPORATION, INC. (the “Borrower”), and each of the other Grantors party hereto.

WHEREAS, J.C. Penney Company, Inc. (“Holdings”), the Borrower, certain subsidiaries of the Borrower, JPMorgan, as administrative agent (the “ABL Agent”) and the lenders party thereto are parties to that certain Amended and Restated Credit Agreement, dated as of January 27, 2012 (as amended and restated as of February 8, 2013 and as further amended on or prior to the date hereof, the “ABL Credit Agreement”), pursuant to which such lenders have made and have agreed to make loans and extend other financial accommodations to the Borrower; and

WHEREAS, Holdings, the Borrower, certain subsidiaries of the Borrower, GS Bank, as administrative agent, (the “Term Loan Agent”) and the lenders party thereto are parties to that certain Credit and Guaranty Agreement, dated as of May 22, 2013 (the “Term Loan Agreement”), pursuant to which such lenders have agreed to make loans to the Borrower; and

WHEREAS, the Grantors and the ABL Agent are parties to that certain Amended and Restated Guarantee and Security Agreement, dated as of January 27, 2012 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified, the “ABL Security Agreement”), pursuant to which such Grantors have granted Liens on certain of their assets securing the ABL Secured Obligations; and

WHEREAS, the Grantors and Term Loan Agent are parties to that certain Pledge and Agreement, dated as of May 22, 2013 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified, the “Term Loan Security Agreement”), pursuant to which such Grantors and certain of their Subsidiaries have granted Liens on certain of their assets securing the Term Loan Secured Obligations; and

WHEREAS, the Term Loans constitute both Permitted First-Lien Indebtedness and Permitted Second-Lien Indebtedness (each under and as defined in the ABL Credit Agreement) and, as such, the Term Loans are required by the ABL Credit Agreement to be subject to both an Intercreditor Agreement and Collateral Cooperation Agreement (each as defined in the ABL Credit Agreement) (the “Specified Permitted Second-Lien Indebtedness Requirements”); and

WHEREAS, it is the desire of the parties hereto to enter into this Agreement to satisfy the Specified Permitted Second-Lien Indebtedness Requirements and to set forth their respective rights and priorities with respect to the Common Collateral;

NOW THEREFORE, in consideration of the foregoing and the mutual covenants herein contained and other good and valuable consideration, the existence and sufficiency of which is expressly recognized by all of the parties hereto, the parties agree as follows:

SECTION 1. Definitions; Other Interpretive Provisions.

1.1 Definitions.

The following terms, as used herein (including the foregoing recitals), have the following meanings:

“ABL Agent” has the meaning set forth in the first WHEREAS clause of this Agreement; provided that the term “ABL Agent” shall also mean the Representative for the holders of any indebtedness outstanding under any Replacement ABL Credit Agreement then extant.

“ABL Credit Agreement” has the meaning set forth in the first WHEREAS clause of this Agreement; provided that the term “ABL Credit Agreement” shall also include any Replacement ABL Credit Agreement, in each case as any such agreement may be amended, supplemented or otherwise modified in accordance with the terms hereof and thereof.

“ABL Loan Documents” means (i) the “Loan Documents” as defined in the ABL Credit Agreement or (ii) the “Loan Documents” (or comparable term) as defined in any Replacement ABL Credit Agreement, as the case may be.

“ABL Priority Collateral” means any and all present and future right, title and interest of the Grantors in and to the following, whether now owned or hereafter acquired, existing or arising, and wherever located: (i) all Accounts (other than Accounts that are the identifiable proceeds of the sale or other disposition of Term Loan Exclusive Collateral); (ii) all Deposit Accounts and all cash credited thereto, including, without limitation, the Concentration Account and the Control Accounts and all cash credited thereto (other than any Deposit Account that contains solely the identifiable cash proceeds of property that was Term Loan Exclusive Collateral when such cash proceeds arose); (iii) all Inventory; (iv) all Payment Intangibles; (v) all Securities Accounts and all cash, securities and other financial assets credited thereto on which Liens are granted (or purported to be granted) to secure the ABL Secured Obligations to the extent required by Section 5.16 of the ABL Credit Agreement as in effect on the date hereof (or any substantially equivalent provision under any Replacement ABL Credit Agreement) (other than any Securities Account that contains solely the identifiable proceeds of property that was Term Loan Exclusive Collateral when such proceeds arose); (vi) all books and records pertaining to any and/or all of the items set forth in clauses (i) – (v) above and (vii) below; and (vii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligations given by any Person with respect to the foregoing. Terms used in the foregoing definition which are defined in the Uniform Commercial Code and not otherwise defined in this Agreement have the meanings specified in the Uniform Commercial Code.

“ABL Priority Collateral Enforcement Actions” has the meaning specified in Section 7.3(a).

“ABL Priority Collateral Processing and Sale Period” has the meaning specified in Section 7.3(a).

“ABL Priority DIP Financing” has the meaning specified in Section 5.2(a).

“ABL Secured Obligations” means all “Obligations” (or comparable term) as defined in the ABL Credit Agreement (including, for the avoidance of doubt, in any Replacement ABL Credit Agreement).

“ABL Secured Parties” means holders from time to time of the ABL Secured Obligations.

2

“ABL Security Agreement” has the meaning set forth in the fourth WHEREAS clause of this Agreement; provided that if a Replacement ABL Credit Agreement is in effect, “ABL Security Agreement” shall be deemed to be a reference to each agreement pursuant to which Liens have been granted to secure obligations under such Replacement ABL Credit Agreement, in each case as any such agreement may be amended, supplemented or otherwise modified in accordance with the terms hereof and thereof.

“Additional Debt” has the meaning specified in Section 11.3(b).

“Adequate Protection Liens” means any Liens granted in any Insolvency Proceeding to any Secured Party as adequate protection of the Secured Obligations held by such Secured Party.

“Bankruptcy Code” means the United States Bankruptcy Code (11 U.S.C. §101 et seq.), as amended from time to time.

“Borrower” has the meaning set forth in the preamble of this Agreement.

Class” refers to the determination (x) in relation to any Common Collateral, (i) with respect to any Secured Obligations, whether such Secured Obligations are First Priority Obligations or Second Priority Obligations and (ii) with respect to any Secured Party, whether such Secured Party is a First Priority Secured Party or a Second Priority Secured Party and (y) in relation to any Secured Obligations, whether such Secured Obligations are ABL Secured Obligations or Term Loan Secured Obligations.

“Common Collateral” means all ABL Priority Collateral of the Grantors on which Lien have been granted (or purported to be granted) to secure both the ABL Secured Obligations and the Term Loan Secured Obligations.

“Comparable Second Priority Security Document” means, in relation to any Common Collateral subject to any First Priority Security Document, that Second Priority Security Document that creates a security interest in the same Common Collateral, granted by the same Grantor, as applicable.

“Concentration Account” has the meaning set forth in the ABL Credit Agreement as in effect on the date hereof.

“Control Accounts” has the meaning set forth in the ABL Credit Agreement as in effect on the date hereof.

“Copyright License” means any agreement now or hereafter in existence granting to any Grantor, or pursuant to which any Grantor grants to any other Person, any right to use any Copyright.

“Copyrights” means, with respect to any Person, all of the following now owned or hereafter acquired by such Person: (a) all copyright rights in any work subject to the copyright laws of the United States of America or any other country or group of countries or any political subdivision thereof, whether as author, assignee, transferee or otherwise, and (b) all registrations and applications for registration of any such copyright in the United States of America or any other country, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office (or any similar office in any other country).

“Deposit Account” has the meaning set forth in the ABL Credit Agreement as in effect on the date hereof.

3

“DIP Financing” has the meaning specified in Section 5.2.

“Effective Date” means May 22, 2013.

“Enforcement Action” means, with respect to any Class of Secured Obligations, the exercise of any rights and remedies with respect to any Common Collateral securing such obligations or the commencement or prosecution of enforcement of any of the rights and remedies under the Loan Documents governing such Class, or applicable law, including without limitation the right to repossess, remove and otherwise deal with such Common Collateral, the right to advertise and conduct public auctions or private sales of such Common Collateral, in each case without notice (other than any notice required by law), the exercise of any rights of set-off, recoupment or credit bidding, and the exercise of any rights or remedies of a secured creditor under the Uniform Commercial Code, the Bankruptcy Code (including credit bidding rights) or other similar creditors’ rights, bankruptcy, insolvency, reorganization or similar laws of any applicable jurisdiction (including, without limitation, consenting to a “going out of business” or similar sale by any Grantor) (including, without limitation, a store closing sale, going out of business sale or other disposition by any Grantor of any ABL Priority Collateral conducted at the direction of the ABL Agent after the occurrence of an event of default under the ABL Loan Documents).

“Equity Interests” has the meaning specified in Section 4.4.

“First Priority Documents” means the ABL Loan Documents.

“First Priority Lien” means any Lien on any Common Collateral securing the First Priority Obligations.

“First Priority Obligations” means the ABL Secured Obligations. To the extent any payment with respect to any First Priority Obligation (whether by or on behalf of any Grantor, as proceeds of security, enforcement of any right of setoff or otherwise) is declared to be a fraudulent conveyance or a preference in any respect, set aside or required to be paid to a debtor in possession, any Second Priority Secured Party, receiver or similar Person, then the obligation or part thereof originally intended to be satisfied shall, for the purposes of this Agreement and the rights and obligations of the First Priority Secured Parties and the Second Priority Secured Parties, be deemed to be reinstated and outstanding as if such payment had not occurred.

“First Priority Obligations Payment Date” means, the first date on which (i) the First Priority Obligations (other than those that constitute Unasserted Contingent Obligations) have been paid in cash in full (or, if applicable, cash collateralized or defeased in accordance with the terms of the applicable First Priority Documents), (ii) all commitments to extend credit under the applicable First Priority Documents have been terminated, (iii) there are no outstanding letters of credit or similar instruments issued under the applicable First Priority Documents (other than such as have been cash collateralized or defeased or otherwise provided for in accordance with the terms of the applicable First Priority Documents), and (iv) the First Priority Representative has delivered a written notice to the Second Priority Representative stating that the events described in clauses (i), (ii) and (iii) above have occurred to the satisfaction of the First Priority Secured Parties. For avoidance of doubt, a Refinancing of First Priority Obligations that is permitted hereby shall not give rise to the First Priority Obligations Payment Date unless the terms thereof expressly so provide with reference to this Agreement.

“First Priority Representative” means the collective reference to each Representative for the holders of the First Priority Obligations.

4

“First Priority Secured Parties” means the First Priority Representative and the holders of the First Priority Obligations.

“First Priority Security Documents” means each agreement or document granting or purporting to grant a Lien on any Common Collateral to secure First Priority Obligations.

“Grantor Joinder Agreement” means a supplement to this Agreement substantially in the form of Annex III, appropriately completed.

“Grantors” means Holdings, the Borrower and each Subsidiary of the Borrower that has at any time granted a Lien on any assets that constitute Common Collateral.

“Holdings” has the meaning set forth in the first WHEREAS clause of this Agreement.

“Insolvency Proceeding” means any proceeding in respect of bankruptcy, insolvency, winding up, receivership, dissolution or assignment for the benefit of creditors, in each of the foregoing events whether under the Bankruptcy Code or any similar federal, state or foreign bankruptcy, insolvency, reorganization, receivership or similar law.

“Intellectual Property” means all Copyrights, Patents, Trademarks, Copyright Licenses, Patent Licenses and Trademark Licenses.

“Inventory” has the meaning set forth in the ABL Credit Agreement as in effect on the date hereof.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset.

“Loan Document” means any of the ABL Loan Documents or the Term Loan Documents.

“Patent License” means any agreement now or hereafter in existence granting to any Grantor, or pursuant to which any Grantor grants to any other Person, any right with respect to any Patent or any invention now or hereafter in existence, whether patentable or not, whether a patent or application for patent is in existence on such invention or not, and whether a patent or application for patent on such invention may come into existence or not.

“Patents” means, with respect to any Person, all of the following now owned or hereafter acquired by such Person: (a) all letters patent of the United States of America or the equivalent thereof in any other country or group of countries or any political subdivision thereof,, all registrations and recordings thereof, and all applications for letters patent of the United States of America or the equivalent thereof in any other country, including registrations, recordings and pending applications in the United States Patent and Trademark Office or any similar offices in any other country, and (b) all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof.

“Payment Intangibles” has the meaning set forth in the ABL Credit Agreement as in effect on the date hereof.

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“Permitted Second-Lien Indebtedness Requirements” has the meaning set forth in the third WHEREAS clause of this Agreement.

“Person” means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture, limited or unlimited liability company or other entity, or a government or any political subdivision or agency thereof.

“Post-Petition Interest” means any interest, fees, expenses or other amount that accrues or would have accrued after the commencement of any Insolvency Proceeding, whether or not allowed or allowable in any such Insolvency Proceeding.

“Refinance” means, in respect of any indebtedness, to extend, refinance, renew or replace, defease or refund such indebtedness, in each case, in whole or in part and/or with the same or different lenders, agents or arrangers and including any increase in the principal amount of the loans and commitments provided thereunder. “Refinanced” and “Refinancing” shall have correlative meanings.

“Reorganization Plan” means a plan of reorganization pursuant to Chapter 11 of the Bankruptcy Code.

“Replacement ABL Credit Agreement” means (i) any replacement credit agreement entered into by the Grantors (or any of them) to Refinance the indebtedness outstanding under the then-extant ABL Credit Agreement or (ii) in the event that no indebtedness is outstanding under the then-extant ABL Credit Agreement, any replacement credit agreement entered into by the Grantors (or any of them), so long as, in the case of each of clauses (i) and (ii), the commitments under the then-extant ABL Credit Agreement shall have also been terminated; provided that (w) the incurrence of such indebtedness and the Liens securing such indebtedness is permitted by (1) the then-extant Term Loan Documents and (2) this Agreement (including, without limitation, Section 6.2), (x) the Borrower shall have designated the Representative of the holders of the indebtedness under such replacement credit agreement as the “ABL Agent” by delivering a writing to such effect to the Term Loan Agent, (y) the provisions of Section 6.2(a) of this Agreement shall have been complied with and (z) the Borrower shall have delivered to the Term Loan Agent an officer’s certificate certifying that the preceding conditions have been satisfied.

“Replacement Term Loan Agreement” means (i) any replacement loan agreement or agreements entered into by the Grantors (or any of them) to Refinance, in whole or in part, the indebtedness outstanding under any then-extant Term Loan Agreement; provided that (w) the incurrence of such indebtedness and the Liens securing such indebtedness is permitted by (1) the ABL Loan Documents and (2) this Agreement (including, without limitation, Section 6.2), (x) the Borrower shall have designated the Representative of the holders of the indebtedness under such replacement loan agreement as a “Term Loan Agent” by delivering a writing to such effect to the ABL Agent, (y) the provisions of Section 6.2(b), as applicable, of this Agreement shall have been complied with and (z) the Borrower shall have delivered to the ABL Agent an officer’s certificate certifying that the preceding conditions have been satisfied.

“Representative” means the agent, trustee, or other representative for the holders of the Secured Obligations of any Class designated pursuant to the applicable Loan Documents.

“Representative Joinder Agreement” means a supplement to this Agreement substantially in the form of Annex II, appropriately completed.

“Responsible Officer” means the chief executive officer, president, chief financial officer, secretary, assistant secretary, treasurer, assistant treasurer or controller of a Grantor.

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“Second Priority Documents” means the Term Loan Documents.

“Second Priority Lien” means any Lien on any Common Collateral securing the Second Priority Obligations.

“Second Priority Obligations” means the Term Loan Secured Obligations. To the extent any payment with respect to any Second Priority Obligation (whether by or on behalf of any Grantor, as proceeds of security, enforcement of any right of setoff or otherwise) is declared to be a fraudulent conveyance or a preference in any respect, set aside or required to be paid to a debtor in possession, any First Priority Secured Party, receiver or similar Person, then the obligation or part thereof originally intended to be satisfied shall, for the purposes of this Agreement and the rights and obligations of the First Priority Secured Parties and the Second Priority Secured Parties, be deemed to be reinstated and outstanding as if such payment had not occurred.

“Second Priority Permitted Actions” means the actions permitted to be taken by the Second Priority Secured Parties pursuant to Section 3.1(b) and/or Section 3.1(c).

“Second Priority Representative” means the collective reference to each Representative for the holders of the Second Priority Obligations.

“Second Priority Secured Parties” means the Second Priority Representative and the holders of the Second Priority Obligations.

“Second Priority Security Documents” means each agreement or document granting or purporting to grant a Lien on any Common Collateral to secure Second Priority Obligations, including the Term Loan Security Agreement.

“Second Priority Standstill Period” has the meaning specified in Section 3.1(b).

“Secured Obligations” means, collectively, the First Priority Obligations and the Second Priority Obligations.

“Secured Parties” means, collectively, the First Priority Secured Parties and the Second Priority Secured Parties.

“Secured Supply Chain Obligations” has the meaning set forth in the ABL Credit Agreement.

“Secured Swap Obligations” has the meaning set forth in the ABL Credit Agreement.

“Secured Treasury Services Obligations” has the meaning set forth in the ABL Credit Agreement.

“Security Documents” means, collectively, (i) the “Security Documents” (or like term) as defined in the ABL Credit Agreement and (ii) the “Collateral Documents” (or like term) as defined in the Term Loan Agreement.

“Specified Term Loan Collateral” has the meaning specified in the definition of Term Loan Exclusive Collateral.

“Subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial

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statements were prepared in accordance with generally accepted accounting principles in the United States of America as of such date, as well as any other corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests representing more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned or held.

“Term Loan Agent” has the meaning set forth in the second WHEREAS clause of this Agreement; provided that the term “Term Loan Agent” shall also mean the Representative for the holders of any indebtedness that has been designated, in accordance with this Agreement, as “Term Loan Secured Obligations” outstanding under each Replacement Term Loan Agreement then extant (and, if more than one Term Loan Agent exists at any time, “Term Loan Agent” shall be deemed to be a collective reference to each Term Loan Agent).

“Term Loan Agreement” has the meaning set forth in the second WHEREAS clause of this Agreement; provided that the term “Term Loan Agreement” shall also include any Replacement Term Loan Agreement (and if more than one Term Loan Agreement exists at any time, “Term Loan Agreement” shall be deemed to be a collective reference to each Term Loan Agreement then extant), in each case as any such agreement may be amended, supplemented or otherwise modified in accordance with the terms hereof and thereof.

“Term Loan Documents” means, collectively, the “Credit Documents” (or comparable term) as defined in each Term Loan Agreement.

“Term Loan Exclusive Collateral” means (i) all Equipment, real estate (including leasehold interests therein), Intellectual Property, equity interests and intercompany indebtedness of the Grantors and their subsidiaries, Deposit Accounts (other than the Concentration Account and the Control Accounts) that contain solely the identifiable cash proceeds of property that was Term Loan Exclusive Collateral when such cash proceeds arose, Accounts that are the identifiable proceeds of the sale or other disposition of Term Loan Exclusive Collateral (collectively, “Specified Term Loan Collateral”), and (ii) all other property or assets of the Grantors and their Subsidiaries, in each case under (i) or (ii), (x) on which Liens have been granted (or purported to be granted) to secure the Term Loan Secured Obligations, and (y) other than property or assets constituting ABL Priority Collateral. Terms used in the foregoing definition which are defined in the Uniform Commercial Code and not otherwise defined in this Agreement have the meanings specified in the Uniform Commercial Code.

“Term Loan Secured Obligations” means, collectively, (i) all “Obligations” (or comparable term) under the Term Loan Agreement and (ii) all “Obligations” (or comparable term) in respect of any other indebtedness that has been designated, in accordance with this Agreement, as “Term Loan Secured Obligations” outstanding under each Replacement Term Loan Agreement then extant.

“Term Loan Secured Parties” means the holders from time to time of the Term Loan Secured Obligations.

“Term Loan Security Agreement” has the meaning set forth in the fifth WHEREAS clause of this Agreement; provided that if more than one Term Loan Agreement is in effect, “Term Loan Security Agreement” shall be deemed to be a collective reference to each agreement pursuant to which Liens have been granted on Common Collateral to secure obligations under each Term Loan Agreement then extant, in each case as any such agreement may be amended, supplemented or otherwise modified in accordance with the terms hereof and thereof.

“Term Loans” means the “Loans” as defined in the Term Loan Agreement.

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“Trademark License” means any agreement now or hereafter in existence granting to any Grantor, or pursuant to which any Grantor grants to any other Person, any right to use any Trademark.

“Trademarks” means, with respect to any Person, all of the following now owned or hereafter acquired by such Person: (a) all trademarks, service marks, trade names, trade dress, logos and other similar source or business identifiers, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States: Patent and Trademark Office or any similar offices in any State of the United States of America or any other country or group of countries or any political subdivision thereof, and all extensions or renewals thereof and (b) all goodwill connected with the use thereof or symbolized thereby.

“Unasserted Contingent Obligations” means, at any time, with respect to any Class of Secured Obligations, Secured Obligations of such Class for taxes, costs, indemnifications, reimbursements, damages and other liabilities (excluding (i) the principal of, and interest and premium (if any) on, and fees and expenses relating to, any Secured Obligation of such Class and (ii) contingent reimbursement obligations in respect of amounts that may be drawn under outstanding letters of credit) in respect of which no assertion of liability (whether oral or written) and no claim or demand for payment (whether oral or written) has been made (and, in the case of Secured Obligations of such Class for indemnification, no notice for indemnification has been issued by the indemnitee) at such time.

“Uniform Commercial Code” means the Uniform Commercial Code as in effect from time to time in the State of New York.

“United States” means the United States of America.

SECTION 2. Lien Priorities.

2.1 Subordination of Liens.

(a) Any and all Second Priority Liens now existing or hereafter created or arising, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, are expressly junior in priority, operation and effect to any and all First Priority Liens now existing or hereafter created or arising, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the Uniform Commercial Code or any applicable law or any First Priority Document or Second Priority Document or any other circumstance whatsoever and (iii) the fact that any such First Priority Liens are (x) subordinated to any Lien securing any obligation of any Grantor other than the Second Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.

(b) No Secured Party shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any security interest in the Common Collateral granted to any other Secured Party. No Second Priority Secured Party shall take, or cause to be taken, any action the purpose of which is to make any Second Priority Lien, as applicable, pari passu with or senior to the First Priority Lien. It is understood that nothing in this Section 2.1(b) is intended to prohibit any Second Priority Secured Party from exercising any rights expressly granted to it under this Agreement.

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(c) Notwithstanding any failure by any Secured Party to perfect any or all of its security interests in the Common Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of any or all of the security interests in the Common Collateral granted to such Secured Party, the priority and rights as among the Secured Parties with respect to the Common Collateral shall be as set forth herein.

2.2 Nature of Obligations. Each Secured Party acknowledges that certain of the Secured Obligations are revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of such Secured Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the Secured Obligations may be increased, replaced or Refinanced, in each event, without notice to or consent by the Secured Parties (except to the extent required under Section 6) and without affecting the provisions hereof. The lien priorities provided in Section 2.1 shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or Refinancing of or waiver, consent or accommodation with respect to any Secured Obligations, or any portion thereof.

2.3 Agreements Regarding Actions to Perfect Liens.

(a) The Second Priority Representative agrees, on behalf of itself and the other Second Priority Secured Parties, that UCC-1 financing statements, filed or recorded by or on behalf of such Second Priority Representative or any other Second Priority Secured Party (or any agent or other representative thereof) in respect of ABL Priority Collateral shall be in form reasonably satisfactory to the First Priority Representative.

(b) The First Priority Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over any Common Collateral pursuant to the First Priority Documents, such possession or control is also for the benefit of the Second Priority Representative and the other Second Priority Secured Parties, but solely as gratuitous bailee to the extent required to perfect their security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the First Priority Representative (or any third party acting on its behalf) or provide any Second Priority Representative or any other Second Priority Secured Party with any rights with respect to such Common Collateral beyond those specified in this Agreement and the Second Priority Documents; provided that subsequent to the occurrence of the First Priority Obligations Payment Date in each case at the Borrower’s sole cost and expense, (i) the First Priority Representative shall (x) deliver to the Second Priority Representative (and each Grantor hereby directs such First Priority Representative to so deliver), any stock certificates or promissory notes evidencing or constituting Common Collateral in its possession or control together with any necessary endorsements to the extent required by the Second Priority Documents or (y) direct and deliver the Common Collateral as a court of competent jurisdiction otherwise directs and (ii) in the case of any Common Collateral consisting of deposit accounts or securities accounts as to which the First Priority Representative has control pursuant to an account control agreement, the First Priority Representative and the applicable Grantor shall take such actions, if any, as are required to cause control over such Common Collateral to become vested in the Second Priority Representative; provided further that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the First Priority Secured Parties, and the Second Priority Secured Parties and shall not impose on the First Priority Secured Parties any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

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(c) Other than as set forth in the first proviso to the second sentence of the immediately preceding paragraph, any First Priority Secured Party with physical possession of or control over Common Collateral shall not have any duty or liability to protect or preserve any rights pertaining to any of such Common Collateral and, except for gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction, and each Second Priority Secured Party hereby waives and releases such Person from all claims and liabilities arising pursuant to such Person’s role as gratuitous bailee with respect to such Common Collateral.

2.4 No New Liens. (a) The parties hereto agree that there shall be no Lien, and no Grantor shall have any right to create any Lien, on any asset of such Grantor consisting of or constituting ABL Priority Collateral securing any Secured Obligation of such Grantor if such asset is not also subject to a Lien securing each other Secured Obligation of such Grantor, except that (x) nothing contained in this Section 2.4 shall preclude (i) the First Priority Secured Parties from being granted Adequate Protection Liens on ABL Priority Collateral regardless of whether any Adequate Protection Liens thereon are granted to the Second Priority Secured Parties or (ii) the Second Priority Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.4 and (y) this Section 2.4 shall be inapplicable to any Lien securing Secured Supply Chain Obligations, Secured Swap Obligations, Secured Treasury Services Obligations and/or Letters of Credit (including the cash collateralization thereof) (each, as defined in the ABL Credit Agreement), and not any other obligations, that is permitted under both the ABL Credit Agreement and the Term Loan Agreement. If any Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Grantor constituting ABL Priority Collateral securing the Secured Obligations of such Grantor, which assets are not also subject to a Lien securing the other Secured Obligations of such Grantor as required by the first sentence of this Section 2.4, then such Secured Party shall, without the need for any further consent of any other Secured Party, and notwithstanding anything to the contrary in any Loan Document, be deemed to hold and have held such Lien for the benefit of the Secured Parties holding Secured Obligations that are required to have a Lien on such assets by the first sentence of this Section 2.4 (and each such Lien so deemed to have been held shall be subject in all respects to the provisions of this Agreement, including without limitation the lien subordination provisions set forth in Section 2.1).

(b) Subject to Section 5.4(b), the ABL Secured Parties agree that they will not take or accept any Lien on any Term Loan Exclusive Collateral unless either (x) this Agreement is first amended in form and substance reasonably satisfactory to the Term Loan Agent to provide the Term Loan Secured Parties with reciprocal protections with respect to the Term Loan Exclusive Collateral as the ABL Secured Parties enjoy hereunder with respect to the ABL Priority Collateral or (y) the parties hereto otherwise enter into an intercreditor agreement in form and substance reasonably satisfactory to the Term Loan Agent providing the Term Loan Secured Parties with reciprocal protections with respect to the Term Loan Exclusive Collateral as the ABL Secured Parties enjoy hereunder with respect to the ABL Priority Collateral.

SECTION 3. Enforcement Rights.

3.1 Exclusive Enforcement.

(a) Until the First Priority Obligations Payment Date, whether or not an Insolvency Proceeding has been commenced by or against any Grantor, the First Priority Secured Parties shall have the exclusive right to take and continue (or refrain from taking or continuing) any Enforcement Action with respect to the Common Collateral, without any consultation with or consent of any Second Priority Secured Party. Upon the occurrence and during the continuance of an event of default under the First Priority Documents (and subject to the provisions of the First Priority Documents), the First Priority Representative and the other First Priority Secured Parties may take and continue any

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Enforcement Action with respect to the applicable First Priority Obligations and the Common Collateral in such order and manner as they may determine in their sole discretion.

(b) Notwithstanding Section 3.1(a), the Second Priority Representative and the Second Priority Secured Parties may enforce any of their rights and exercise any of their remedies with respect to the Common Collateral after a period of 180 days has elapsed since the date on which the Second Priority Representative has delivered to the First Priority Representative written notice of the acceleration or non-payment at maturity of the indebtedness then outstanding under the Second Priority Documents (the “Second Priority Standstill Period”); provided, that notwithstanding the expiration of the Second Priority Standstill Period or anything to the contrary herein in no event shall the Second Priority Representative or any other Second Priority Secured Party enforce or exercise any rights or remedies with respect to the Common Collateral if the First Priority Representative or any other First Priority Secured Party shall have commenced, and shall be diligently pursuing the enforcement or exercise of any rights or remedies with respect to the Common Collateral; provided further that the Second Priority Standstill Period shall be stayed, tolled and deemed not to have expired during the pendency of any Insolvency Proceeding or during any period of time for which any stay or other order prohibiting the exercise of remedies with respect to any Common Collateral has been entered by a court of competent jurisdiction and is in effect.

(c) It is understood that Sections 3.1(a) and 3.1(b) do not restrict the following:

(i) in any Insolvency Proceeding commenced by or against any Grantor, the Second Priority Representative may file a proof of claim or statement of interest with respect to the Common Collateral;

(ii) the Second Priority Representative may take any action (solely to the extent not adverse to the prior Liens securing the First Priority Obligations or the rights of the First Priority Representative or the First Priority Secured Parties to exercise remedies in respect thereof) in order to preserve, perfect or protect (but not enforce) the Second Priority Lien;

(iii) the Second Priority Secured Parties shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Second Priority Secured Parties, if any, in each case in accordance with the terms of this Agreement;

(iv) the Second Priority Secured Parties shall be entitled to file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors or secured creditors of the Grantors with respect to the Term Loan Exclusive Collateral arising under either any bankruptcy, insolvency or similar law or applicable non-bankruptcy law, in each case in accordance with the terms of this Agreement;

(v) the Second Priority Secured Parties shall be entitled to exercise any of their rights or remedies with respect to any of the ABL Priority Collateral after the termination of the Second Priority Standstill Period to the extent permitted by Section 3.1(b); and

(vi) the Second Priority Secured Parties may make a bid on all or any portion of the ABL Priority Collateral in any bankruptcy or non-bankruptcy auction or foreclosure proceeding or action; provided that the cash portion of any such bid is sufficient to result in a First Priority Obligations Payment Date.

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3.2 Standstill and Waivers.

(a) The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees, for the benefit of the First Priority Representative and each other First Priority Secured Party, that until the First Priority Obligations Payment Date, subject to Section 3.1(c) and except in connection with the taking of any Second Priority Permitted Actions, it will not oppose, object to, interfere with, hinder or delay, in any manner, whether by judicial proceedings (including without limitation the filing of an Insolvency Proceeding) or otherwise, any foreclosure, sale, lease, exchange, transfer or other disposition of the Common Collateral pursuant to an Enforcement Action (or pursuant to a sale, lease, exchange or transfer as a result of which the Second Priority Lien is automatically released pursuant to Section 4.2(a)) or any other Enforcement Action taken by or on behalf of the First Priority Representative or any other First Priority Secured Party;

(b) The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees, for the benefit of the First Priority Representative and each other First Priority Secured Party, that until the First Priority Obligations Payment Date, it has no right to (x) direct the First Priority Representative or any other First Priority Secured Party to take any Enforcement Action with respect to the Common Collateral or (y) subject to Section 3.1(c) and except in connection with the taking of any Second Priority Permitted Actions, consent or object to the taking by the First Priority Representative or any other First Priority Secured Party of any Enforcement Action with respect to such Common Collateral or to the timing or manner thereof (or, to the extent it may have any such right described in this Section 3.2(b) as a junior lien creditor, they hereby irrevocably waive such right);

(c) The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees, for the benefit of the First Priority Representative and each other First Priority Secured Party, that until the First Priority Obligations Payment Date, it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against the First Priority Representative or any other First Priority Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, and none of the First Priority Representative nor any other First Priority Secured Party shall be liable for, any action taken or omitted to be taken by the First Priority Representative or any First Priority Secured Party with respect to the Common Collateral or pursuant to the First Priority Documents;

(d) The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees, for the benefit of the First Priority Representative and each other First Priority Secured Party, that until the First Priority Obligations Payment Date, it will not take any Enforcement Action with respect to such Common Collateral, except as otherwise permitted under Section 3.1(b);

(e) The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees, for the benefit of the First Priority Representative and each other First Priority Secured Party, that until the First Priority Obligations Payment Date, it will not commence judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce their interest in or realize upon, the Common Collateral, in each case, except as otherwise permitted under Section 3.1(b); and

(f) The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees, for the benefit of the First Priority Representative and each other First Priority Secured Party, that until the First Priority Obligations Payment Date, it will not seek, and hereby waive

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any right, to have the Common Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Common Collateral, except as otherwise permitted under Section 3.1(b).

3.3 Judgment Creditors. In the event that any Second Priority Secured Party becomes a judgment lien creditor as a result of its enforcement of its rights as an unsecured creditor in respect of its Second Priority Obligations (it being understood that any such party may exercise its rights and remedies as an unsecured creditor or secured creditor with respect to the Term Loan Exclusive Collateral against the relevant Grantors in accordance with applicable law; provided that with respect to such rights as an unsecured creditor such exercise of rights or remedies is not a violation of this Agreement), such judgment lien shall be subject to the terms of this Agreement for all purposes (including in relation to the First Priority Liens and the First Priority Obligations) to the same extent as all other Second Priority Liens (created pursuant to the Second Priority Documents) subject to this Agreement. Nothing in this Section 3.3, shall limit the rights, remedies and actions of the Term Loan Secured Parties with respect to Term Loan Exclusive Collateral.

3.4 Cooperation. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees it shall take such actions with respect to the Common Collateral as the First Priority Representative shall reasonably request in connection with an Enforcement Action by any First Priority Secured Party or the exercise by the First Priority Secured Parties of their rights set forth herein.

3.5 No Additional Rights for the Grantors Hereunder. Except as provided in Section 3.6, if any Secured Party shall enforce its rights or remedies in violation of the terms of this Agreement, no Grantor shall be entitled to use such violation as a defense to any action by any Secured Party, nor to assert such violation as a counterclaim or basis for set off or recoupment against any Secured Party.

3.6 Actions Upon Breach.

(a) If any Second Priority Secured Party commences or participates in any action or proceeding against any Grantor in respect of the Common Collateral contrary to this Agreement, such Grantor, with the prior written consent of the First Priority Representative, may interpose as a defense or dilatory plea the making of this Agreement, and any First Priority Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.

(b) If any Second Priority Secured Party (or any agent or other representative thereof) in any way takes, attempts to take or threatens to take any action with respect to the Common Collateral (including, without limitation, any attempt to enforce any remedy on the Common Collateral) in violation of this Agreement, or fails to take any action required by this Agreement, any First Priority Secured Party (in its or their own name or in the name of any Grantor) may obtain relief against such Second Priority Secured Party (or agent or other representative thereof) by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Second Priority Representative on behalf of each other Second Priority Secured Party that (i) the damages of the First Priority Secured Parties from its actions may at that time be difficult to ascertain and may be irreparable and (ii) each Second Priority Secured Party waives any defense that any Grantor and/or the First Priority Secured Parties cannot demonstrate damage and/or can be made whole by the awarding of damages.

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SECTION 4. Application of Proceeds of Common Collateral; Dispositions and Releases of Common Collateral; Inspection and Insurance.

4.1 Application of Proceeds; Turnover Provisions.

(a) All proceeds of Common Collateral (including any interest earned thereon) resulting from any Enforcement Action, and whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows:

first, to the First Priority Representative to be applied in accordance with Section 2.17(f) of the ABL Credit Agreement (or the then-extant First Priority Documents) until the First Priority Obligations are indefeasibly paid in full;

second, to the Second Priority Representative to be applied in accordance with Section 2.16(g) of the Term Loan Agreement (or the then-extant Second Priority Documents) until the Second Priority Obligations are indefeasibly paid in full; and

finally, to the relevant Grantor, or as a court of competent jurisdiction may direct.

(b) Until the occurrence of the First Priority Obligations Payment Date, no Second Priority Secured Party may accept any Common Collateral, including any Common Collateral constituting proceeds (but excluding any Specified Term Loan Collateral in existence on the date hereof in which, as of the date hereof, the First Priority Lien thereon shall not have been perfected), in satisfaction, in whole or in part, of the Second Priority Secured Obligations in violation of Sections 4.1(a). Any Common Collateral, including any Common Collateral constituting proceeds, received by a Second Priority Secured Party that is not permitted to be received pursuant to the preceding sentence shall be segregated and held in trust and promptly turned over to the First Priority Representative to be applied in accordance with Section 4.1(a) in the same form as received, with any necessary endorsements, and each Second Priority Secured Party hereby authorizes the First Priority Representative to make any such endorsements as agent for the Second Priority Representative (which authorization, being coupled with an interest, is irrevocable). Upon the turnover of such Common Collateral as contemplated by the immediately preceding sentence, the Second Priority Obligations purported to be satisfied by the payment of such Common Collateral shall be immediately reinstated in full as though such payment had never occurred.

4.2 Releases of Lien.

(a) Upon any release, sale or disposition of any Common Collateral that results in the release of the First Priority Lien on such Common Collateral and that is (i) permitted pursuant to the terms of the First Priority Documents or (ii) effected pursuant to an Enforcement Action, the Second Priority Lien on such Common Collateral (but not on any proceeds of such Common Collateral not required to be paid to the First Priority Secured Parties) shall be automatically and unconditionally released.

(b) Until the First Priority Obligations Payment Date, the Second Priority Representative shall promptly execute and deliver such release documents and instruments and shall take such further actions as the First Priority Representative shall reasonably request to evidence any release of the Second Priority Lien described in Section 4.2(a). The Second Priority Representative hereby appoints the First Priority Representative and any officer or duly authorized person of the First Priority Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the Second Priority Representative and in the

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name of the Second Priority Representative or in the First Priority Representative’s own name; provided that such power of attorney must be exercised in the First Priority Representative’s reasonable discretion, solely for the purposes of carrying out the terms of Section 4.2(a), to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary to accomplish the purposes of Section 4.2(a), including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

4.3 Inspection Rights and Insurance.

(a) Until the First Priority Obligations Payment Date, any First Priority Secured Party and its representatives and invitees may, to the extent expressly permitted by the First Priority Documents, inspect any Common Collateral.

(b) Until the First Priority Obligations Payment Date, the First Priority Representative will have the sole and exclusive right, subject to the rights of the Grantors under the applicable First Priority Documents, (i) to be named as additional insured and loss payee under any insurance policies maintained from time to time by any Grantor with respect to Common Collateral (except that, if the applicable insurer permits, the Second Priority Representative shall have the right to be named as an additional insured so long as its second lien status is identified in a manner reasonably satisfactory to the First Priority Representative); (ii) to adjust or settle any insurance policy or claim covering Common Collateral in the event of any loss thereunder; and (iii) to approve any award granted in any condemnation or similar proceeding affecting Common Collateral.

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4.4 Tracing and Allocation of Proceeds. In the event that Proceeds of Common Collateral are received by any Secured Party in connection with a sale, transfer or other disposition of Collateral that directly or indirectly involves some or all of the Common Collateral and some or all of the Term Loan Exclusive Collateral (including, without limitation, by virtue of the sale or other disposition of a division or line of business or any capital stock, partnership, limited liability company interests or other equity interests of any Grantor (collectively, “Equity Interests”)) (it being understood and agreed that if a Grantor or a Subsidiary of a Grantor is sold or otherwise disposed of and such sale or other disposition is structured as a sale of Equity Interests, for purposes of this Agreement, such sale shall be treated as a sale of assets and the Proceeds shall be allocated as set forth in this SECTION 4.4), the portion of such Proceeds that shall be allocated as (x) proceeds of Accounts shall be an amount equal to the face amount of such Accounts and (y) proceeds of Inventory shall be an amount equal to the greater of the book value of such Inventory and the most recent appraised value thereof. For all purposes of this Agreement, ABL Priority Collateral and Term Loan Exclusive Collateral shall include the proceeds thereof received directly from such ABL Priority Collateral or Term Loan Exclusive Collateral including the sale or other disposition thereof; provided that any property or asset purchased by any Grantor (whether purchased with proceeds of ABL Priority Collateral or Term Loan Exclusive Collateral), shall not be traced and any such property or assets will either be ABL Priority Collateral or Term Loan Exclusive Collateral based on the nature of such collateral and not the source of funds or other proceeds used to purchase such property or asset; provided further that the foregoing shall not apply to (i) any property or asset purchased by any Grantor after the earlier of a Default (as defined in the ABL Credit Agreement as in existence on the date hereof) or a Default (as defined in the Term Loan Credit Agreement as in existence on the date hereof) or (ii) Accounts that are the identifiable proceeds of the sale or other disposition of Term Loan Exclusive Collateral or cash constituting identifiable proceeds of property that was Term Loan Exclusive Collateral when such cash proceeds arose held in Deposit Accounts (other than the Concentration Account and the Control Accounts) that contain solely such cash proceeds. The relative priorities of the ABL Secured Parties and Term Loan Secured Parties shall be determined in accordance with the preceding sentence.

SECTION 5. Insolvency Proceedings.

5.1 Filing of Motions. No Secured Party shall, in or in connection with any Insolvency Proceeding or otherwise, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case to challenge, contest or otherwise object to the scope, validity, enforceability, perfection or priority of any Liens held by any other Secured Party and no Secured Party shall support any other Person doing any of the foregoing. No Second Priority Secured Party shall file any motion, take any position in any proceeding, or take any other action in respect of the Common Collateral except as explicitly permitted under this Agreement.

5.2 Financing Matters.

(a) If any Grantor becomes subject to any Insolvency Proceeding, and if the First Priority Representative consents (or does not object) to the use of Common Collateral (for the avoidance of doubt, including but not limited to the use of any Common Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor under the Bankruptcy Code (“DIP Financing”) secured by Common Collateral or consents (or does not object) to the provision of DIP Financing to any Grantor by any third party (any such DIP Financing, whether provided by the First Priority Secured Parties (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), then, so long as any Liens on the Common Collateral securing the DIP Financing are senior to or pari passu with the Liens securing the ABL Secured Obligations (or such DIP Financing refinances the ABL Secured Obligations), the Second Priority Representative agrees, on behalf of itself and the other Second Priority Secured Parties, that each such Second Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, and

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will not support any other Person objecting to, the use of Common Collateral or to such ABL Priority DIP Financing, (b) shall only request or accept adequate protection in connection with the use of Common Collateral or such ABL Priority DIP Financing as permitted by Section 5.4(a) below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens and any Adequate Protection Liens provided in respect thereof (i) to the Liens on Common Collateral securing such ABL Priority DIP Financing on the same terms and conditions as the First Priority Liens on Common Collateral are subordinated to such Liens on Common Collateral securing such ABL Priority DIP Financing (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection with respect to the Common Collateral provided to the First Priority Secured Parties, including, without limitation, Adequate Protection Liens on the Common Collateral provided to the First Priority Secured Parties and (iii) to any “carve-out” with respect to the Common Collateral for professional and United States Trustee fees agreed to by the First Priority Representative or the other First Priority Secured Parties and (d) agrees that any notice of such events found to be adequate by the bankruptcy court shall be adequate notice; provided that the Second Priority Representative and each Second Priority Secured Party reserves the right to object to any ABL Priority DIP Financing to the extent that such ABL Priority DIP Financing (x) seeks a Lien on Term Loan Exclusive Collateral that is senior to, or pari passu with, the Liens of the Second Priority Secured Parties on such Term Loan Exclusive Collateral or (y) compels any Grantor to seek confirmation of a specific Reorganization Plan that impairs the Term Loan Obligations under Section 1124 of the Bankruptcy Code.

(b) If any Grantor becomes subject to any Insolvency Proceeding, then the Second Priority Representative or any Second Priority Secured Parties may propose DIP Financing to such Grantor (i) secured by assets constituting Common Collateral so long as (A) the First Priority Representative has not proposed to provide DIP Financing to any Grantor secured by Common Collateral and has not consented (or objects) to the provision of DIP Financing to any Grantor by any third party and (B) the Liens securing such DIP Financing (or any Adequate Protection Liens granted in connection therewith) on Common Collateral are junior and subordinate to the First Priority Liens (and any Adequate Protection Liens granted to any First Priority Secured Parties) or (ii) secured by assets not constituting Common Collateral.

5.3 Relief From the Automatic Stay. The Second Priority Representative agrees, on behalf of itself and the other Second Priority Secured Parties, that until the First Priority Obligations Payment Date it will not (i) seek relief from the automatic stay or from any other stay in any Insolvency Proceeding or take any action in violation thereof, or support any other Person seeking such relief or taking such action, in each case in respect of the Common Collateral, without the prior written consent of the First Priority Representative or (ii) object to, contest, or support any other Person objecting to or contesting, any relief from the automatic stay or from any other stay in any Insolvency Proceeding requested by any First Priority Secured Party.

5.4 Adequate Protection.

(a) The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that none of them shall object to, contest, or support any other Person objecting to or contesting, (i) any request by the First Priority Representative or any other First Priority Secured Party for adequate protection with respect to the Common Collateral, including, without limitation, in the form of Adequate Protection Liens, superpriority claims, interest, fees, expenses or other amounts or (ii) any request by the First Priority Representative or any other First Priority Secured Party for adequate protection in the form of Adequate Protection Liens on Term Loan Exclusive Collateral that are junior and subordinate to the Liens of the Second Priority Secured Parties secured by such Term Loan Exclusive Collateral on terms substantially identical to the terms on which the Liens of the

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Second Priority Secured Parties are junior and subordinate to the Liens of the First Priority Secured Parties hereunder, (iii) any objection by the First Priority Representative or any other First Priority Secured Party to any motion, relief, action or proceeding based on a claim of a lack of adequate protection to the First Priority Secured Parties with respect to the Common Collateral or (iv) the payment of interest, fees, expenses or other amounts to the First Priority Representative or any other First Priority Secured Party under section 506(b) or 506(c) of the Bankruptcy Code or otherwise with respect to the Common Collateral. Solely to the extent that the First Priority Representative, on behalf of the First Priority Secured Parties, receives Adequate Protection Liens on secured by Common Collateral, the Second Priority Representative shall be entitled to seek Adequate Protection Liens on such Common Collateral; provided that the Second Priority Representative’s Adequate Protection Liens shall be junior and subordinate to the Adequate Protection Liens granted to the First Priority Representative

(b) Notwithstanding anything to the contrary in Section 5.4(a), (1) in any Insolvency Proceeding, the Second Priority Representative and the other Second Priority Secured Parties may seek, support, accept or retain adequate protection in respect of assets of the Grantors or their Subsidiaries that do not constitute either Common Collateral or Term Loan Exclusive Collateral solely in the form of (x) an Adequate Protection Lien on such assets, subordinated to the First Priority Liens (including any Adequate Protection Liens in favor of any First Priority Secured Parties) on such assets and the Liens securing any DIP Financing provided by, or consented to by (including via non-objection), the First Priority Secured Parties on the same basis as the other Second Priority Liens are so subordinated to the First Priority Liens under this Agreement and (y) non-monetary adequate protection that is customarily provided in an Insolvency Proceeding, including, without limitation, the provision of information and the ability to monitor such Collateral; (2) in the event any Second Priority Secured Party receives adequate protection in the form of Adequate Protection Liens on assets of the Grantors other than the Term Loan Exclusive Collateral, then the Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, (i) consents to the First Priority Representative having a senior Adequate Protection Lien on such collateral as security for the First Priority Obligations and that any Adequate Protection Liens granted to the Second Priority Secured Parties, on any such additional collateral shall be subordinated to the Liens on such collateral securing the First Priority Obligations and any DIP Financing provided by, or consented to by (including via non-objection), the First Priority Secured Parties with respect to such collateral (and all obligations relating thereto) and any Adequate Protection Liens granted to the First Priority Secured Parties, with such subordination to be on the same terms that the other Second Priority Liens are subordinated to such First Priority Liens under this Agreement and (ii) agrees that, if the bankruptcy court does not grant the First Priority Secured Parties a senior Adequate Protection Lien on such additional collateral, then the Second Priority Secured Parties shall be deemed to hold and have held their Adequate Protection Lien on such additional collateral for the benefit of the First Priority Secured Parties (and each such Lien so deemed to have been held shall be subject in all respects to the provisions of this Agreement, including without limitation the lien subordination provisions set forth in Section 2.1(a)) and, until the First Priority Obligations Payment Date, any distributions in respect of such additional collateral received by the Second Priority Secured Parties shall be segregated and held in trust and promptly turned over to the First Priority Representative to repay the First Priority Obligations; and (3) in any Insolvency Proceeding and notwithstanding anything to the contrary in Section 2.4, the First Priority Representative and the other First Priority Secured Parties may seek, support, accept or retain adequate protection in respect of Term Loan Exclusive Collateral solely in the form of (x) an Adequate Protection Lien on such assets, subordinated to the Liens of the Second Priority Secured Parties (including any Adequate Protection Liens in favor of any Second Priority Secured Parties) on such assets and the Liens securing any DIP Financing provided by, or consented to by (including via non-objection), the Second Priority Secured Parties on terms substantially identical to the terms on which the Second Priority Liens are subordinated to the First Priority Liens under this Agreement and

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(y) non-monetary adequate protection that is customarily provided in an Insolvency Proceeding, including, without limitation, the provision of information and the ability to monitor such Collateral. Upon the turnover of such distributions as contemplated by clause (2)(ii) of the immediately preceding sentence, the Second Priority Obligations purported to be satisfied by such distributions shall be immediately reinstated in full as though such payment had never occurred.

(c) No Second Priority Secured Party will assert or enforce any claim made under section 506(c) of the Bankruptcy Code with respect to Common Collateral

5.5 Avoidance Issues.

(a) If any First Priority Secured Party is required in any Insolvency Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of any Grantor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the First Priority Obligations shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred, and the First Priority Obligations Payment Date shall be deemed not to have occurred. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Second Priority Secured Parties agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to the Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement.

5.6 Asset Dispositions in an Insolvency Proceeding.

(a) The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that (i) it shall not, in an Insolvency Proceeding, oppose any sale or disposition of any Common Collateral that is supported by the First Priority Secured Parties, and (ii) it will be deemed, in its capacity as a holder of a Lien on such Common Collateral, to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any such sale supported by the First Priority Secured Parties and to have released their Liens in the Common Collateral (but not on any proceeds of such Common Collateral not required to be paid to the First Priority Secured Parties, which Liens on such proceeds, if any, shall remain subject to the provisions of this Agreement); provided that notwithstanding the deemed consent of the Second Priority Secured Parties (or the Second Priority Representative on their behalf) to such sale or disposition of such assets, the Second Priority Representative or the Second Priority Secured Parties, may assert any objection or opposition that could be asserted by an unsecured creditor or as a secured creditor with a Lien solely on the Term Loan Exclusive Collateral in any such Insolvency Proceeding.

5.7 Separate Grants of Security and Separate Classification. Each of the ABL Agent, on behalf of itself and the ABL Secured Parties and the Term Loan Agent, on behalf of itself and the Term Loan Secured Parties, acknowledges and agrees that (i) the grant of Liens on the Common Collateral securing the ABL Secured Obligations constitutes a separate and distinct grant of Liens from the grant of Liens on the Common Collateral securing the Term Loan Secured Obligations, (ii) because of, among other things, their differing rights in the Common Collateral, each of the ABL Secured Obligations, and Term Loan Secured Obligations is fundamentally different and must be separately classified in any plan of reorganization proposed or confirmed in an Insolvency Proceeding and (iii) it will object to, and not

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vote in favor of, any plan of reorganization that does not separately classify the ABL Secured Obligations and the Term Loan Secured Obligations. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if a court of competent jurisdiction holds that the claims of the First Priority Secured Parties and the claims held by the Second Priority Secured Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of first and second priority secured claims), then the Second Priority Secured Parties hereby acknowledge and agree that all distributions in respect of Common Collateral shall be made as if there were separate classes of first and second secured claims against the relevant Grantors in respect of the Common Collateral (with the effect being that, to the extent that the aggregate value of the Common Collateral is sufficient (for this purpose ignoring all claims held by the Second Priority Secured Parties), the First Priority Secured Parties shall be entitled to receive, in addition to distributions to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest (at the applicable non-default rate) before any distribution in respect of Common Collateral is made in respect of the claims held by the Second Priority Secured Parties), with the Second Priority Secured Parties hereby acknowledging and agreeing to turn over to the First Priority Secured Parties distributions otherwise received or receivable by them in respect of the Common Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Priority Secured Parties with respect to the Common Collateral.

5.8 Plans of Reorganization.

(a) Notwithstanding any other provision of this Agreement, but subject to Section 5.7, no Second Priority Secured Party or First Priority Secured Party shall be prevented from exercising its rights to vote in favor of or against, or object to or contest, any plan of reorganization in any Insolvency Proceeding of any Grantor.

(b) If, in any Insolvency Proceeding, debt obligations of the reorganized debtor secured by Liens upon the ABL Priority Collateral are distributed, pursuant to a plan of reorganization or similar dispositive restructuring plan, on account of ABL Secured Obligations and on account of Term Loan Secured Obligations, then, to the extent the debt obligations distributed on account of the ABL Secured Obligations and on account of the Term Loan Secured Obligations are secured by Liens upon the same ABL Priority Collateral, the provisions of this Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligations.

5.9 No Waiver of Rights of First Priority Secured Parties. Nothing contained herein shall prohibit or in any way limit the First Priority Representative or any other First Priority Secured Party from objecting in any Insolvency Proceeding or otherwise to any action taken by any Second Priority Secured Party other than any action taken by such Second Priority Secured Party that is not prohibited by this Agreement.

5.10 Effectiveness in Insolvency Proceedings.

(a) This Agreement, which the parties hereto expressly acknowledge is a “subordination agreement” under Section 510(a) of the Bankruptcy Code, shall be effective before, during and after the commencement of an Insolvency Proceeding. All references in this Agreement to any Grantor shall include such Grantor as a debtor-in-possession and any receiver or trustee for such Grantor in any Insolvency Proceeding, and the rights and obligations hereunder of the First Priority Secured Parties and the Second Priority Secured Parties shall be fully enforceable as between such parties regardless of the pendency of Insolvency Proceedings or any related limitations on the enforcement of this Agreement against any Grantor.

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SECTION 6. Matters Relating to Loan Documents.

6.1 General.

(a) Each of the ABL Agent, on behalf of itself and the ABL Secured Parties and the Term Loan Agent, on behalf of itself and the Term Loan Secured Parties, and each Grantor agrees that it shall not at any time execute or deliver any amendment or other modification to any of the First Priority Documents or the Second Priority Documents in violation of this Agreement.

(b) Until the First Priority Obligations Payment Date, in the event the First Priority Representative enters into any amendment, waiver or consent in respect of any of the First Priority Security Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First Priority Security Document or changing in any manner the rights of any parties thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of the Comparable Second Priority Security Document relating to the Common Collateral without the consent of or action by any Second Priority Secured Party (with each First Priority Security Document as so amended, and each Second Priority Security Document as so amended, continuing to be subject to the terms hereof); provided that (i) no such amendment, waiver or consent shall have the effect of removing assets subject to the Lien of any Second Priority Security Document, except to the extent that a release of such Lien is permitted by Section 4.2, (ii) any such amendment, waiver or consent that materially and adversely affects the rights of the Second Priority Secured Parties and does not affect the First Priority Secured Parties in a like or similar manner shall not apply to the Second Priority Security Documents without the consent of the Second Priority Representative and (iii) notice of such amendment, waiver or consent shall be given to the Second Priority Representative by the First Priority Representative no later than 30 days after its effectiveness, provided that the failure to give such notice shall not affect the effectiveness and validity thereof or cause a default by any Grantor under the Loan Documents. Each of the Grantors and the Representatives agrees that the Term Loan Agreement (and any notes issued pursuant thereto) and each Second Priority Security Document shall contain the applicable provisions set forth on Annex I hereto, or similar provisions approved by the Representatives, which approval shall not be unreasonably withheld or delayed.

6.2 Restrictions on Refinancings.

(a) The indebtedness under the ABL Credit Agreement may be Refinanced, in whole but not in part, with the same or different lenders or Representatives in a Refinancing, without the consent of the Term Loan Agent or the holders of the Term Loan Secured Obligations; provided that the holders of any indebtedness resulting from such Refinancing (or the Representative thereof) shall have become bound in writing to the terms of this Agreement in the manner set forth in Section 10 (and shall have delivered a copy of the Representative Joinder Agreement pursuant to which such holders or such Representative shall have become bound to the terms of this Agreement to each other party to this Agreement in the manner provided for notices set forth in Section 11.7).

(b) The indebtedness in respect of the Term Loans Agreement may be Refinanced, in whole or in part, with the same or different lenders or Representatives in a Refinancing, without the consent of the ABL Agent or the ABL Secured Parties; provided that the holders of any indebtedness resulting from such Refinancing (or the Representative thereof) shall have become bound in writing to the terms of this Agreement in the manner set forth in Section 10 (and shall have delivered a copy of the Representative Joinder Agreement pursuant to which such holders or such Representative shall have become bound to the terms of this Agreement to each other party to this Agreement in the manner provided for notices set forth in Section 11.7).

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SECTION 7. Cooperation with Respect to ABL Priority Collateral.

7.1 Consent to License to Use Intellectual Property. The Term Loan Agent (and any purchaser, assignee or transferee of assets as provided in Section 7.3 (a) consents (without any representation, warranty or obligation whatsoever) to the grant by any Grantor to the ABL Agent of a non-exclusive, royalty-free license to use during the ABL Priority Collateral Processing and Sale Period any Patents, Patent Licenses, Trademarks, Trademark Licenses or proprietary information of such Grantor that is Term Loan Exclusive Collateral (or any Patent, Patent License, Trademark, Trademark License or proprietary information acquired by such purchaser, assignee or transferee from any Grantor, as the case may be) and (b) grants, in its capacity as a secured party (or as a purchaser, assignee or transferee, as the case may be), to the ABL Agent a non-exclusive royalty-free license to use during the ABL Priority Collateral Processing and Sale Period, any Patent, Patent License, Trademark, Trademark License or proprietary information that is Term Loan Exclusive Collateral (or subject to such purchase, assignment or transfer, as the case may be), in each case in connection with the enforcement of any Lien held by the ABL Agent upon any inventory or other ABL Priority Collateral of any Grantor and to the extent the use of such Patent, Patent License, Trademark, Trademark License or proprietary information is necessary or appropriate, in the good faith opinion of the ABL Agent, to process, ship, produce, store, complete, supply, lease, sell or otherwise dispose of any such inventory in any lawful manner.

7.2 Access to Information.

(a) If the Term Loan Agent takes actual possession of any documentation that is the property of a Grantor (whether such documentation is in the form of a writing or is stored in any data equipment or data record in the physical possession of the Term Loan Agent), then upon request of the ABL Agent and reasonable advance notice, the Term Loan Agent will permit the ABL Agent or its representative to inspect and copy such documentation if and to the extent the ABL Agent certifies to the Term Loan Agent that:

(i) such documentation contains or may contain information necessary or appropriate, in the good faith opinion of the ABL Agent, to the enforcement of the ABL Agent’s Liens upon any ABL Priority Collateral; and

(ii) the ABL Agent and the ABL Secured Parties are entitled to receive and use such information under applicable law and, in doing so, will comply with all obligations imposed by law or contract in respect of the disclosure or use of such information.

7.3 Access to Property to Process and Sell Inventory.

(a) (i) If the ABL Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, any action of foreclosure), enforcement, collection or execution with respect to the ABL Priority Collateral (“ABL Priority Collateral Enforcement Actions”) or if the Term Loan Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, any action of foreclosure), enforcement, collection or execution with respect to the Term Loan Exclusive Collateral (or a purchaser at a foreclosure sale conducted in foreclosure of Term Loan Exclusive Collateral takes actual or constructive possession of the Term Loan Exclusive Collateral of any Grantor) (“Term Loan Collateral Enforcement Actions”), then the Term Loan Agent, and the Term Loan Secured Parties (subject to, in the case of any Term Loan Collateral Enforcement Action, a prior written request by the ABL Agent to the Term Loan Agent (the “Term Loan Collateral Enforcement Action Notice”)) shall (x) cooperate with the ABL Agent (and with its officers, employees,

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representatives and agents) at the cost and expense of the ABL Secured Parties (subject to the Grantors’ reimbursement and indemnity obligations with respect thereto under the Loan Documents) in its efforts to conduct ABL Priority Collateral Enforcement Actions in the ABL Priority Collateral and to finish any work-in-process and process, ship, produce, store, complete, supply, lease, sell or otherwise handle, deal with, assemble or dispose of, in any lawful manner, the ABL Priority Collateral, (y) not hinder or restrict in any respect the ABL Agent from conducting ABL Priority Collateral Enforcement Actions in the ABL Priority Collateral or from finishing any work-in-process or processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Priority Collateral, and (z) to the extent within the power or control of the Term Loan Agent to do so, permit the ABL Agent, its employees, agents, advisers and representatives, at the cost and expense of the ABL Secured Parties (subject to the Grantors’ reimbursement and indemnity obligations with respect thereto under the Loan Documents), to enter upon and use the Term Loan Exclusive Collateral (including, without limitation, equipment, processors, computers and other machinery related to the storage or processing of records, documents or files and intellectual property), for a period (I) commencing on the earlier of the date of the initial ABL Priority Collateral Enforcement Action or the date of delivery of the Term Loan Collateral Enforcement Action Notice, as the case may be, and (II) ending on the earlier of (A) the date occurring 180 days thereafter, (B) the date on which all of the ABL Priority Collateral (other than an immaterial amount thereof (as reasonably determined by the ABL Agent)) located on such premises is sold, assigned, collected or transferred by the ABL Agent and (C) the First Priority Obligations Payment Date (such period, as the same may be extended with the written consent of the Term Loan Agent as contemplated by the final sentence of this Section 7.3(a), the “ABL Priority Collateral Processing and Sale Period”), for purposes of: assembling and storing the ABL Priority Collateral and completing the processing of and turning into finished goods any ABL Priority Collateral consisting of work-in-process;

(A) selling any or all of the ABL Priority Collateral located in or on such Term Loan Exclusive Collateral, whether in bulk, in lots or to customers in the ordinary course of business or otherwise;

(B) removing and transporting any or all of the ABL Priority Collateral located in or on such Term Loan Exclusive Collateral;

(C) otherwise processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Priority Collateral; and/or

(D) taking reasonable actions to protect, secure, and otherwise enforce the rights or remedies of the ABL Secured Parties and/or the ABL Agent (including with respect to any ABL Priority Collateral Enforcement Actions) in and to the ABL Priority Collateral;

provided, however, that nothing contained in this Agreement shall restrict the rights of the Term Loan Agent from selling, assigning or otherwise transferring any Term Loan Exclusive Collateral prior to the expiration of such ABL Priority Collateral Processing and Sale Period if the purchaser, assignee or transferee thereof agrees in writing (for the benefit of the ABL Agent and the ABL Secured Parties) to be bound by the provisions of this Section 7.3 and Section 7.1. If any stay or other order prohibiting the exercise of remedies with respect to the ABL Priority Collateral has been entered by a court of competent

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jurisdiction, such ABL Priority Collateral Processing and Sale Period shall be tolled during the pendency of any such stay or other order. The Term Loan Agent, upon request by the ABL Agent, may in its sole discretion extend the ABL Priority Collateral Processing and Sale Period for an additional period of time.

(ii) During the period of actual occupation, use and/or control by the ABL Secured Parties and/or the ABL Agent (or their respective employees, agents, advisers and representatives) of any Term Loan Exclusive Collateral, the ABL Secured Parties and the ABL Agent shall (i) be responsible for the ordinary course third-party expenses related thereto, including costs with respect to heat, light, electricity, water and real property taxes with respect to that portion of any premises so used or occupied and (ii) be obligated to repair at their expense any physical damage to such Term Loan Exclusive Collateral resulting from such occupancy, use or control or removal of ABL Priority Collateral, and to leave such Term Loan Exclusive Collateral in substantially the same condition as it was at the commencement of such occupancy, use or control, ordinary wear and tear excepted. Notwithstanding the foregoing, in no event shall the ABL Secured Parties or the ABL Agent have any liability to the Term Loan Agent or to any other Term Loan Secured Party with respect to the Term Loan Exclusive Collateral pursuant to this Section 7.3(a) as a result of any condition (including any environmental condition, claim or liability) on or with respect to the Term Loan Exclusive Collateral existing prior to the date of the exercise by the ABL Secured Parties (or the ABL Agent, as the case may be) of their rights under this Section 7.3(a) and the ABL Secured Parties shall have no duty or liability to maintain the Term Loan Exclusive Collateral in a condition or manner better than that in which it was maintained prior to the use thereof by the ABL Secured Parties, or for any diminution in the value of the Term Loan Exclusive Collateral that results from ordinary wear and tear resulting from the use of the Term Loan Exclusive Collateral by the ABL Secured Parties in the manner and for the time periods specified under this Section 7.3(a). Without limiting the rights granted in this Section 7.3(a), the ABL Secured Parties and the ABL Agent shall cooperate with the Term Loan Agent, and the other Term Loan Secured Parties in connection with any efforts made by the Term Loan Agent or such Term Loan Secured Parties to sell the Term Loan Exclusive Collateral.

7.4 Grantor Consent. The Borrower and the other Grantors consent to the performance by the Term Loan Agent of the obligations set forth in this Section 7 and acknowledge and agree that neither the Term Loan Agent nor any other Term Loan Secured Party shall ever be accountable or liable (except to the extent resulting from such party’s gross negligence or willful misconduct) for any action taken or omitted by the ABL Agent or any ABL Secured Party or its or any of their officers, employees, agents successors or assigns in connection therewith or incidental thereto or in consequence thereof by the ABL Agent or any ABL Secured Party or its or any of their officers, employees, agents, successors or assigns or any other damage to or misuse or loss of any property of the Grantors as a result of any action taken or omitted by the ABL Agent or its officers, employees, agents, successors or assigns.

SECTION 8. Reliance; Waivers; etc.

8.1 Reliance The Second Priority Documents are deemed to have been executed and delivered, and all extensions of credit thereunder and under the First Priority Documents are deemed to have been made or incurred, in reliance upon this Agreement. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, expressly waives all notice of the acceptance of and reliance on this Agreement by the other Secured Parties.

8.2 No Warranties or Liability. Each of the First Priority Representative and the Second Priority Representative acknowledges and agrees that neither of them has made any representation or warranty with respect to the execution, validity, legality, completeness, collectibility or enforceability of any First Priority Document or any Second Priority Document. Except as otherwise provided in this

25

Agreement, each of the First Priority Representative and the Second Priority Representative will be entitled to manage and supervise their respective extensions of credit to any Grantor in accordance with law and their usual practices, modified from time to time as they deem appropriate.

8.3 No Waivers. No right or benefit of any party hereunder shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such party or any other party hereto or by any noncompliance by any Grantor with the terms and conditions of any of the First Priority Documents or any of the Second Priority Documents.

SECTION 9. Obligations Unconditional.

All rights, agreements and obligations of the First Priority Representative and First Priority Secured Parties and the Second Priority Representative and the Second Priority Secured Parties, in each case with respect to the Common Collateral, and the Grantors hereunder, to the extent applicable, shall remain in full force and effect irrespective of:

(i) any lack of validity or enforceability of any First Priority Document or Second Priority Document;

(ii) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the First Priority Obligations or Second Priority Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any Refinancing, replacement, refunding or restatement of any First Priority Document or Second Priority Document;

(iii) any exchange, release, voiding, avoidance or non-perfection of any security interest in any Common Collateral or any other collateral, or any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any Refinancing, replacement, refunding or restatement of all or any portion of the First Priority Obligation or Second Priority Obligations or any guarantee or guaranty thereof; or

(iv) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Grantor in respect of (a) the First Priority Obligations (other than a defense that the First Priority Obligations have been paid in full) or (b) the Second Priority Obligations (other than a defense that the Second Priority Obligations have been paid in full) or of any of the First Priority Representative, Second Priority Representative or any Grantor, to the extent applicable, in respect of this Agreement.

SECTION 10. Additional ABL Secured Obligations and Term Loan Secured Obligations; Certain Reclassifications of Term Loan Secured Obligations.

(a) The Borrower may from time to time, subject to any limitations contained in the ABL Loan Documents and the Term Loan Documents in effect at such time, designate additional indebtedness and related obligations that are, or are to be, secured by Liens on any assets of the Grantors that would, if such Liens were granted, constitute Common Collateral as ABL Secured Obligations or Term Loan Secured Obligations, by delivering to each Representative party hereto at such time a certificate of a Responsible Officer of the Borrower:

(i) describing the indebtedness and other obligations being designated as ABL Secured Obligations or Term Loan Secured Obligations (as the case may be) and including a

26

statement of the maximum aggregate outstanding principal amount of such indebtedness as of the date of such certificate;

(ii) certifying that the incurrence of such ABL Secured Obligations or Term Loan Secured Obligations (as the case may be), the creation of the Liens securing such ABL Secured Obligations or Term Loan Secured Obligations (as the case may be) and the designation of such indebtedness and related obligations as ABL Secured Obligations or Term Loan Secured Obligations (as the case may be) hereunder do not violate or result in a default under any provision of any ABL Loan Document or Term Loan Document in effect at such time; and

(iii) attaching a fully completed Representative Joinder Agreement executed and delivered by the Representative with respect to such ABL Secured Obligations or Term Loan Secured Obligations (as the case may be).

Upon the delivery of such certificate and the related attachments as provided above, the obligations designated in such notice shall become ABL Secured Obligations or Term Loan Secured Obligations, as applicable, for all purposes of this Agreement.

In the event of any conflict or inconsistency between the provisions of this Section 10 and the provisions of Section 11.3(b), the provisions of this Section 10 shall govern.

SECTION 11. Miscellaneous.

11.1 Conflicts. Except as otherwise provided herein, in the event of any conflict between the provisions of this Agreement and the provisions of any First Priority Document or any Second Priority Document, the provisions of this Agreement shall govern.

11.2 Continuing Nature of Provisions. This Agreement shall continue to be effective, and shall not be revocable by any party hereto, until the First Priority Obligations Payment Date shall have occurred. This is a continuing agreement and the First Priority Secured Parties and the Second Priority Secured Parties may continue, at any time and without notice to the other parties hereto, to extend credit and other financial accommodations, lend monies and provide indebtedness to, or for the benefit of, any Grantor on the faith hereof.

11.3 Amendments; Waivers.

(a) No amendment or modification of any of the provisions of this Agreement (other than pursuant to a Representative Joinder Agreement or a Grantor Joinder Agreement) shall be effective unless the same shall be in writing and signed by the First Priority Representative and the Second Priority Representative and, in the case of amendments or modifications that could reasonably be expected to affect the rights, duties or interests of any Grantor, the Borrower.

(b) It is understood that the ABL Agent and the Term Loan Agent, without the consent of any other Secured Party, may in their discretion determine that a supplemental agreement (which may take the form of an amendment and restatement of this Agreement) is necessary or appropriate to facilitate having additional indebtedness or other obligations (“Additional Debt”) of any of the Grantors become ABL Secured Obligations or Term Loan Secured Obligations, as the case may be, under this Agreement, which supplemental agreement shall specify whether such Additional Debt constitutes ABL Secured Obligations or Term Loan Secured Obligations; provided that such Additional Debt is permitted to be incurred by the ABL Credit Agreement and the Term Loan

27

Agreement then extant, and is permitted by said Agreements to be subject to the provisions of this Agreement as ABL Secured Obligations or Term Loan Secured Obligations, as applicable.

11.4 Information Concerning Financial Condition of the Borrower and the other Grantors. The First Priority Representative, on behalf of itself and the other First Priority Secured Parties and the Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, hereby agree that each Secured Party assumes responsibility for keeping itself informed of the financial condition of the relevant Grantors and all other circumstances bearing upon the risk of nonpayment of the First Priority Obligations or the Second Priority Obligations. The First Priority Representative, on behalf of itself and the other First Priority Secured Parties and the Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, hereby agree that no party shall have any duty to advise any other party of information known to it regarding such condition or any such circumstances. In the event any Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any information to any other Secured Party, it shall be under no obligation (a) to provide any such information to such other party or any other party on any subsequent occasion, (b) to undertake any investigation not a part of its regular business routine, or (c) to disclose any other information.

11.5 Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

11.6 Jurisdiction; Consent to Service of Process; Process Agent.

(a) EACH PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN THE BOROUGH OF MANHATTAN AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

(b) EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(c) EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.7. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

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11.7 Notices.

Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to be given shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

(i) if to a Grantor, to the address set forth in Section 9.01 of the ABL Credit Agreement,

(ii) if to JPMorgan, to the address set forth in Section 9.01 of the ABL Credit Agreement,

(iii) if to GS Bank, to the address set forth in Appendix B of the Term Loan Agreement as in effect on the date hereof,

(iv) if to any other holder of indebtedness or Representative with respect thereto that becomes a party hereto after the date hereof, to the address designated by such holder or such Representative in the Representative Joinder Agreement pursuant to which such holder or Representative shall have become a party hereto, or

(v) with respect to any party hereto, to such other address as may be designated by such party in a written notice to each other party hereto.

11.8 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and each of the First Priority Secured Parties and the Second Priority Secured Parties and their respective successors and assigns, and nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral. All references to any Grantor shall include any Grantor as debtor-in-possession and any receiver or trustee for such Grantor in any Insolvency Proceeding.

11.9 Headings. Section headings used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

11.10 Severability. In the event any one or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

11.11 Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Agreement by telecopy or electronic image scan transmission (such as a “pdf” file) shall be effective as delivery of a manually executed counterpart of this Agreement. This Agreement shall become effective when it shall have been executed by each party hereto.

11.12 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING

29

OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

11.13 Additional Grantors. The Borrower and each other Grantor on the date of this Agreement will constitute the original Grantors party hereto. The original Grantors will cause each Person that becomes a Grantor after the date hereof to contemporaneously become a party hereto (as a Grantor) by executing and delivering a Grantor Joinder Agreement to each of the ABL Agent and the Term Loan Agent. The parties hereto agree that, notwithstanding any failure to take the actions required by the immediately preceding sentence, each Person that becomes a Grantor at any time (and any security granted by any such Person) will be subject to the provisions hereof as fully as if it constituted a Grantor party hereto and had complied with the requirements of the immediately preceding sentence.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

JPMORGAN CHASE BANK, N.A., as Representative with respect to the ABL Credit Agreement
By:
	Name: Title:

GOLDMAN SACHS BANK USA, as Representative with respect to the Term Loan Agreement
By:
	Name: Title:

J.C. PENNEY CORPORATION, INC.
By:
	Name: Title:
[OTHER GRANTORS]
By:
	Name: Title:

Annex I

Provision for the Term Loan Agreement

“Reference is made to the Intercreditor Agreement, dated as of May 22, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among J.C. Penney Corporation, Inc., the other Grantors party thereto, JPMorgan Chase Bank, N.A., as Representative with respect to the ABL Credit Agreement (as defined therein), and Goldman Sachs Bank USA, as Representative with respect to the Term Loan Agreement (as defined therein). Each Lender hereunder (a) consents to any subordination of Liens provided for in the Intercreditor Agreement with respect to ABL Priority Collateral (as defined therein), (b) agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement, (c) authorizes and instructs the Agent to enter into the Intercreditor Agreement as Agent and on behalf of such Lender and (d) agrees that the Agent may take such actions on behalf of such Lender as is contemplated by the terms of such Intercreditor Agreement. The foregoing provisions are intended as an inducement to the Lenders and to the lenders under the ABL Credit Agreement to extend credit to the Borrower and to permit the incurrence of Indebtedness under this Agreement and the ABL Credit Agreement, and such lenders are intended third party beneficiaries of such provisions.”

Provision for each Second Priority Security Document

“Reference is made to the Intercreditor Agreement, dated as of May 22, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among J.C. Penney Corporation, Inc., the other Grantors party thereto, JPMorgan Chase Bank, N.A., as Representative with respect to the ABL Credit Agreement (as defined therein), and Goldman Sachs Bank USA, as Representative with respect to the Term Loan Agreement (as defined therein). Notwithstanding anything herein to the contrary, the liens and security interests granted to the Agent pursuant to this Agreement and the exercise of any right or remedy by the Agent hereunder, in each case, with respect to the ABL Priority Collateral (as defined therein) are subject to the limitations and provisions of the Intercreditor Agreement. In the event of any inconsistency between the terms or conditions of this Agreement and the terms and conditions of the Intercreditor Agreement, the terms and conditions of the Intercreditor Agreement shall control.”

Annex II

[FORM OF] REPRESENTATIVE JOINDER AGREEMENT NO. [    ] dated as of [            ], 201[    ] (the “Representative Joinder Agreement”) to the INTERCREDITOR AND COLLATERAL COOPERATION AGREEMENT dated as of May 22, 2013 (the “Intercreditor Agreement”), among JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as Representative with respect to the ABL Credit Agreement, GOLDMAN SACHS BANK USA (“GS Bank”), as Representative with respect to Term Loan Agreement, 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 additional [ABL Secured Obligations] [Term Loan Secured Obligations] and the Person identified in the signature pages hereto as the “Representative” (the “Additional Representative”) will serve as the agent, trustee, or other representative for the holders of such [ABL Secured Obligations] [Term Loan Secured Obligations]. The [ABL Secured Obligations] [Term Loan Secured Obligations] are 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 as follows, for the benefit of the Additional Representative, the Borrower and each other party to the Intercreditor Agreement:

Section 1. Accession to the Intercreditor Agreement. The Additional Representative (a) hereby accedes and becomes a party to the Intercreditor Agreement as a Representative for the holders of the additional [ABL Secured Obligations] [Term Loan Secured Obligations] (the “Additional Secured Parties”), (b) agrees, for itself and on behalf of the Additional Secured Parties from time to time in respect of the additional [ABL Secured Obligations] [Term Loan Secured Obligations], to all the terms and provisions of the Intercreditor Agreement and (c) shall have all the rights and obligations of a Representative under the Intercreditor Agreement.

Section 2. Representations, Warranties and Acknowledgement of the Additional Representative. The Additional Representative represents and warrants to each other Representative and to the Secured Parties that (a) it has full power and authority to enter into this Representative Joinder Agreement, in its capacity as the Representative with respect to the additional [ABL Secured Obligations] [Term Loan Secured Obligations], (b) this Representative Joinder Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms of this Representative Joinder Agreement and (c) the [ABL Loan Documents] [Term Loan Secured Obligations] relating to such additional [ABL Secured Obligations] [Term Loan Secured Obligations] provide that, upon the Additional Representative’s entry into this Representative Joinder Agreement, the secured parties in respect of such additional [ABL Secured Obligations] [Term Loan Secured Obligations] will be subject to and bound by the provisions of the Intercreditor Agreement.

Section 3. Counterparts. This Representative Joinder Agreement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Representative Joinder Agreement shall become effective when each other Representative shall have received a counterpart of this Representative Joinder Agreement that bears the signature of the Additional Representative. Delivery of an executed counterpart of a signature page to this Representative Joinder Agreement by telecopy or electronic image scan transmission (such as

a “pdf” file) shall be effective as delivery of a manually signed counterpart of this Representative Joinder Agreement.

Section 4. Benefit of Agreement. The agreements set forth herein or undertaken pursuant hereto are for the benefit of, and may be enforced by, any party to the Intercreditor Agreement.

Section 5. Governing Law. THIS REPRESENTATIVE JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND (TO THE EXTENT APPLICABLE) THE BANKRUPTCY CODE.

Section 6. Severability. In the event any one or more of the provisions contained in this Representative Joinder Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 7. Notices. All communications and notices hereunder shall be in writing and given as provided in Section 11.7 of the Intercreditor Agreement. All communications and notices hereunder to the Additional Representative shall be given to it at the address set forth under its signature hereto, which information supplements Section 11.7 of the Intercreditor Agreement.

Section 8. Expenses. The Borrower agrees to reimburse each Representative for its reasonable out-of-pocket expenses in connection with this Representative Joinder Agreement, including the reasonable fees, other charges and disbursements of counsel for each Representative.

[Signature Pages Follow]

IN WITNESS WHEREOF, the Additional Representative has duly executed this Representative Joinder Agreement to the Intercreditor Agreement as of the day and year first above written.

[NAME OF ADDITIONAL REPRESENTATIVE], as REPRESENTATIVE with respect to [NAME OF AGREEMENT] and holders of the [     ] Secured Obligations thereunder
By:
	Name:
	Title:

Address for notices:

attention of:

Telecopy:

Acknowledged by: JPMORGAN CHASE BANK, N.A., as Representative with respect to the ABL Credit Agreement
By:
	Name:
	Title:

GOLDMAN SACHS BANK USA, as Representative with respect to the Term Loan Agreement
By:
	Name:
	Title:

[EACH OTHER REPRESENTATIVE], as Representative with respect to [the [        ] Agreement]
By:
	Name:
	Title:

Annex III

[FORM OF] GRANTOR JOINDER AGREEMENT NO. [    ] dated as of [            ], 201[    ] (the “Grantor Joinder Agreement”) to the INTERCREDITOR AND COLLATERAL COOPERATION AGREEMENT dated as of May 22, 2013 (the “Intercreditor Agreement”), among JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as Representative with respect to the ABL Credit Agreement, GOLDMAN SACHS BANK USA (“GS Bank”), as Representative with respect to Term Loan Agreement, 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. [            ], a Subsidiary of the Borrower (the “Additional Grantor”), has granted a Lien on all or a portion of its assets to secure [ABL Secured Obligations] [and] [Term Loan Secured Obligations] and such Additional Grantor is not a party to the Intercreditor Agreement.

C. The Additional Grantor wishes to become a party to the Intercreditor Agreement and to acquire and undertake the rights and obligations of a Grantor thereunder. The Additional Grantor is entering into this Grantor Joinder Agreement in accordance with the provisions of the Intercreditor Agreement in order to become a Grantor thereunder.

Accordingly, the Additional Grantor agrees as follows, for the benefit of the Representatives, the Borrower and each other party to the Intercreditor Agreement:

Section 1. Accession to the Intercreditor Agreement. The Additional Grantor (a) hereby accedes and becomes a party to the Intercreditor Agreement as a Grantor with the same force and effect as if originally named therein as a Grantor, (b) agrees to all the terms and provisions of the Intercreditor Agreement and (c) shall have all the rights and obligations of a Grantor under the Intercreditor Agreement.

Section 2. Representations, Warranties and Acknowledgment of the Additional Grantor. The Additional Grantor represents and warrants to each Representative and to the Secured Parties that this Grantor Joinder Agreement has been duly authorized, executed and delivered by such Additional Grantor and constitutes the legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Section 3. Counterparts. This Grantor Joinder Agreement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Grantor Joinder Agreement shall become effective when each other Representative shall have received a counterpart of this Grantor Joinder Agreement that bears the signature of the Additional Grantor. Delivery of an executed counterpart of a signature page to this Grantor Joinder Agreement by telecopy or electronic image scan transmission (such as a “pdf” file) shall be effective as delivery of a manually signed counterpart of this Grantor Joinder Agreement.

Section 4. Benefit of Agreement. The agreements set forth herein or undertaken pursuant hereto are for the benefit of, and may be enforced by, any party to the Intercreditor Agreement.

Section 5. Governing Law. THIS GRANTOR JOINDER AGREEMENT SHALL BE

GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND (TO THE EXTENT APPLICABLE) THE BANKRUPTCY CODE.

Section 6. Severability. In the event any one or more of the provisions contained in this Grantor Joinder Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 7. Notices. All communications and notices hereunder shall be in writing and given as provided in Section 11.7 of the Intercreditor Agreement.

Section 8. The Additional Grantor agrees to reimburse each Representative for its reasonable out-of-pocket expenses in connection with this Grantor Joinder Agreement, including the reasonable fees, other charges and disbursements of counsel for each Representative.

[Signature Pages Follow]

IN WITNESS WHEREOF, the Additional Grantor has duly executed this Grantor Joinder Agreement to the Intercreditor Agreement as of the day and year first above written.

[NAME OF SUBSIDIARY]
By:
	Name:
	Title:

Acknowledged by:

JPMORGAN CHASE BANK, N.A., as Representative with respect to the ABL Credit Agreement
By:
	Name:
	Title:

GOLDMAN SACHS BANK USA, as Representative with respect to the Term Loan Agreement
By:
	Name:
	Title:

[EACH OTHER REPRESENTATIVE], as Representative with respect to [the [        ] Agreement]
By:
	Name:
	Title:

EXHIBIT K TO

CREDIT AND GUARANTY AGREEMENT

INCUMBENCY CERTIFICATE

Reference is made to the Credit and Guaranty Agreement, dated as of May 22, 2013; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among J. C. PENNEY CORPORATION, INC., a Delaware corporation (“Borrower”), J. C. PENNEY COMPANY, INC., a Delaware corporation, certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS BANK USA (“Goldman Sachs”), as Administrative Agent and Collateral Agent, Goldman Sachs, BARCLAYS BANK PLC, J.P. MORGAN SECURITIES LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and UBS SECURITIES LLC, as Joint Arrangers and Joint Bookrunners, and the other agents party thereto.

The following persons are now duly elected and qualified officers of Borrower, each holding the respective office or offices indicated next to his or her name below, and the signature set forth opposite his or her name below is the true and genuine signature of such officer, and such officer is duly authorized to execute and deliver, on behalf of Borrower, the Credit Documents to which Borrower is a party and any certificate or other document to be delivered by Borrower pursuant to the Credit Documents:

Name Office Signature

[Remainder of page intentionally left blank]

EXHIBIT K-1

IN WITNESS WHEREOF, I have caused this Incumbency Certificate to be duly executed and delivered as of the date and at the place first written above.

By:
Name:
Title:	Secretary

EXHIBIT K-2

EX-10.4

Exhibit 10.4

EXECUTION VERSION

PLEDGE AND SECURITY AGREEMENT

dated as of May 22, 2013

among

J. C. PENNEY CORPORATION, INC.,

J. C. PENNEY COMPANY, INC.,

EACH OF THE OTHER GRANTORS PARTY HERETO

and

GOLDMAN SACHS BANK USA,

as Collateral Agent

TABLE OF CONTENTS

		PAGE
SECTION 1. DEFINITIONS; GRANT OF SECURITY			1
1.1	General Definitions		1
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		11
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		14
5.5	Goods		15
5.6	Pledged Equity Interests, Investment Related Property		15
5.7	Intellectual Property		15
5.8	Aircraft		16
SECTION 6. COVENANTS AND AGREEMENTS			17
6.1	Grantor Information and Status		17
6.2	Commercial Tort Claims		17
6.3	Ownership of Collateral and Absence of Other Liens		17
6.4	Status of Security Interest		17
6.5	Goods and Receivables		18
6.6	Pledged Equity Interests, Investment Related Property		18
6.7	Intellectual Property		19
6.8	Insurance		19
6.9	Aircraft Collateral		20
SECTION 7. FURTHER ASSURANCES; ADDITIONAL GRANTORS			20
7.1	Further Assurances		20
7.2	Additional Grantors		21
SECTION 8. COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT			21
8.1	Power of Attorney		21
8.2	No Duty on the Part of Collateral Agent or Secured Parties		23

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8.3	Appointment Pursuant to Credit Agreement	23
SECTION 9. REMEDIES		23
9.1	Generally	23
9.2	Application of Proceeds	25
9.3	Sales on Credit	25
9.4	Investment Related Property	25
9.5	Grant of Intellectual Property License	26
9.6	Intellectual Property	26
9.7	Cash Proceeds; Deposit Accounts	28
SECTION 10. COLLATERAL AGENT		28
SECTION 11. CONTINUING SECURITY INTEREST; TRANSFER OF LOANS		28
SECTION 12. STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM		29
SECTION 13. MISCELLANEOUS		29

SCHEDULE 5.2 — COLLATERAL IDENTIFICATION

SCHEDULE 5.4 — FINANCING STATEMENTS

SCHEDULE 5.5 — LOCATION OF EQUIPMENT AND INVENTORY

EXHIBIT A — PLEDGE SUPPLEMENT

EXHIBIT B — TRADEMARK SECURITY AGREEMENT

EXHIBIT C — PATENT SECURITY AGREEMENT

EXHIBIT D — COPYRIGHT SECURITY AGREEMENT

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This PLEDGE AND SECURITY AGREEMENT, dated as of May 22, 2013 (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 “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 GOLDMAN SACHS BANK USA (“Goldman Sachs”), as collateral agent for the Secured Parties (as herein defined) (in such capacity as collateral agent, together with its successors and permitted assigns, the “Collateral Agent”).

RECITALS:

WHEREAS, reference is made to that certain Credit and Guaranty Agreement, dated as of the date hereof (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Borrower, Holdings, certain subsidiaries of the Borrower party thereto from time to time, the lenders party thereto from time to time (the “Lenders”), Goldman Sachs, as Administrative Agent and Collateral Agent, Goldman Sachs, BARCLAYS BANK PLC, J.P. MORGAN SECURITIES LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and UBS SECURITIES LLC, as Joint Arrangers and Joint Bookrunners, and the other agents party thereto;

WHEREAS, in consideration of the extensions of credit and other accommodations of Lenders as set forth in the Credit Agreement, each Grantor has agreed to secure such Grantor’s obligations under the Credit Documents as set forth herein; and

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, each Grantor and the Collateral Agent agree as follows:

SECTION 1. DEFINITIONS; GRANT OF SECURITY.

1.1 General Definitions. In this Agreement, the following terms shall have the following meanings:

“Additional Grantor” shall have the meaning assigned in Section 7.2.

“Agreement” shall have the meaning set forth in the preamble.

“Aircraft” shall have the meaning specified for such term in 49 U.S.C. § 40102(a)(6) (but excluding any Aircraft constituting an Excluded Asset) and includes, but is not limited to, (i) each airframe and helicopter (excluding Aircraft Engines) identified in the Collateral Questionnaire or in any Aircraft and Aircraft Engine Mortgage or any schedule or supplement thereto, (ii) any replacement airframe or helicopter that may from time to time be substituted for such Aircraft (provided that at such time as a replacement airframe or helicopter shall be substituted for any Aircraft, the replaced Aircraft shall cease to be an Aircraft subject to the Lien of this Agreement) and (iii) in either case, any and all Parts that are from time to time incorporated or installed in or attached to any such Aircraft for so long as such Part is so incorporated or installed in or attached.

“Aircraft and Aircraft Engine Mortgage” means each aircraft and aircraft engine mortgage and security agreement, in form and substance reasonably satisfactory to the Collateral Agent, entered into between any Grantor and the Collateral Agent, for the benefit of the Secured Parties, as amended and in effect from time to time.

“Aircraft Collateral” means all of the following whether now existing or hereafter acquired and to the extent not constituting an Excluded Asset (a) any and all Aircraft, Aircraft Engines and Parts, (b) all appurtenances, accessions, appliances, instruments, avionics, accessories or other equipment and parts related to Aircraft, Aircraft Engines and Parts, and (c) all log books, records and other documents maintained by any Grantor with respect to the property described above (collectively, “Aircraft Log Books”) and (d) all Proceeds and products of any and all of the foregoing.

“Aircraft Engine” shall have the meaning specified for such term in 49 U.S.C. § 40102(a)(7) (but excluding any Aircraft Engine constituting an Excluded Asset) and includes, but is not limited to, (i) each of the engines identified in Schedule 5.2 or any Aircraft and Aircraft Engine Mortgage or any schedule or supplement thereto, whether or not either initially or from time to time installed on an Aircraft or any other aircraft, (ii) any replacement Aircraft Engine that may from time to time be substituted for any of such Aircraft Engines (provided that at such time as a replacement Aircraft Engine shall be substituted for any Aircraft Engine, the replaced Aircraft Engine shall cease to be an Aircraft Engine subject to the Lien of this Agreement), and (iii) in either case, any and all Parts that are from time to time incorporated or installed in or attached to any such Aircraft Engine for so long as such Part is so incorporated or installed in or attached.

“Aircraft Log Books” shall have the meaning assigned to such term in the definition of Aircraft Collateral.

“Aircraft Security Agreements” means, collectively, each Aircraft and Aircraft Engine Mortgage.

“Borrower” shall have the meaning set forth in the recitals.

“Cash Proceeds” shall have the meaning assigned in Section 9.7.

“Collateral” shall have the meaning assigned in Section 2.1 and, for the avoidance of doubt, shall exclude all Excluded Assets.

“Collateral Agent” shall have the meaning set forth in the preamble.

“Collateral Records” shall mean books, records, ledger cards, files, correspondence, customer lists, supplier lists, blueprints, technical specifications, manuals, computer software and related documentation, computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any time evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon.

“Collateral Support” shall mean all property (real or personal) securing any Collateral and shall include any security agreement or other agreement granting a lien or security interest in such real or personal property.

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“Common Collateral” shall have the meaning set forth in the Intercreditor Agreement.

“Control” shall mean: (1) with respect to any Deposit Accounts, control within the meaning of Section 9-104 of the UCC, (2) with respect to any Securities Accounts, control within the meaning of Section 9-106 of the UCC, (3) with respect to any Uncertificated Securities, control within the meaning of Section 8-106(c) of the UCC, and (4) with respect to any Certificated Security, control within the meaning of Section 8-106(a) or (b) of the UCC.

“Control Account” means any Deposit Account or Securities Account that is a “Control Account” (as defined in the ABL Credit Agreement) or otherwise is or required to be subject to the Control of the “Representative” (as defined in the Intercreditor Agreement) with respect to the ABL Credit Agreement.

“Control Agreement” shall mean an agreement, duly executed and delivered by the applicable Grantor, Collateral Agent, the “Representative” (as defined in the Intercreditor Agreement) with respect to the ABL Credit Agreement, and the depositary bank or the securities intermediary, as the case may be, with which any Deposit Account or Securities Account is maintained, in form and substance reasonably satisfactory to the Collateral Agent.

“Controlled Foreign Corporation” shall mean “controlled foreign corporation” as defined in Section 957 (or any successor statute thereto) of the Internal Revenue Code, as well as any Domestic Subsidiary, substantially all of the assets of which consist of Equity Interests of one or more Controlled Foreign Corporations.

“Copyright Licenses” shall mean, to the extent not constituting an Excluded Asset, any and all license agreements and covenants not to sue with respect to any Copyright (whether such Grantor is licensee or licensor thereunder) including, without limitation, each agreement required to be listed in Schedule 5.2(I) under the heading “Copyright Licenses” (as such schedule may be amended or supplemented from time to time).

“Copyrights” shall mean, to the extent not constituting an Excluded Asset, all United States and foreign copyrights and all Mask Works (as defined under 17 U.S.C. 901 of the U.S. Copyright Act), whether registered or unregistered and, with respect to any and all of the foregoing: (i) all registrations and applications therefor including, without limitation, the registrations and applications required to be listed in Schedule 5.2(I) under the heading “Copyrights” (as such schedule may be amended or supplemented from time to time), (ii) all extensions and renewals thereof, (iii) the right to sue or otherwise recover for any past, present and future infringement or other violation thereof, (iv) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages and proceeds of suit now or hereafter due and/or payable with respect thereto, and (v) all other rights corresponding thereto throughout the world.

“Credit Agreement” shall have the meaning set forth in the recitals.

“Credit Documents” shall have the meaning set forth in the Credit Agreement.

“Excluded Asset” shall mean any asset of any Grantor excluded from the security interest hereunder by virtue of Section 2.2 hereof but only to the extent, and for so long as, so excluded thereunder.

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“FAA” means the Federal Aviation Administration or, the United States Department of Transportation, or both as the context may require, or any successors thereto.

“Federal Aviation Act” means the Federal Aviation Act of 1958, as amended from time to time and as recodified in Title 49 of the United States Code or any successor Federal statute.

“GE Agreement” shall mean that certain Amended and Restated Consumer Credit Card Program Agreement dated November 5, 2009, by and between Borrower and GE Money Bank, as in effect on the date hereof.

“Grantors” shall have the meaning set forth in the preamble.

“Insurance” shall mean (i) all insurance policies covering any or all of the Collateral (regardless of whether the Collateral Agent is the loss payee thereof) and (ii) any key man life insurance policies.

“Intellectual Property” shall mean, to the extent not constituting an Excluded Asset, all intellectual property, whether arising under the United States, multinational or foreign laws or otherwise, including without limitation, Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks, Trademark Licenses, Trade Secrets, and Trade Secret Licenses, and the right to sue or otherwise recover for any past, present and future infringement, dilution, misappropriation, or other violation thereof, including the right to receive all Proceeds therefrom, including without limitation license fees, royalties, income, payments, claims, damages and proceeds of suit, now or hereafter due and/or payable with respect thereto.

“Intellectual Property Security Agreement” shall mean each intellectual property security agreement executed and delivered by the applicable Grantors, substantially in the form set forth in Exhibit B, Exhibit C and Exhibit D, as applicable.

“Intercreditor Agreement” shall have the meaning set forth in the Credit Agreement.

“Internal Revenue Code” shall mean the Internal Revenue Code of 1986, as amended.

“International Registry” means the international registry established pursuant to the Cape Town Convention on International Interests in Mobile Equipment and the related Aircraft Protocol.

“Investment Accounts” shall mean the Securities Accounts, Commodity Accounts and Deposit Accounts.

“Investment Related Property” shall mean, to the extent not constituting an Excluded Asset: (i) all “investment property” (as such term is defined in Article 9 of the UCC) and (ii) all of the following (regardless of whether classified as investment property under the UCC): all Pledged Equity Interests, Pledged Debt, and certificates of deposit.

“Lender” shall have the meaning set forth in the recitals.

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“Material Intellectual Property” shall mean any Intellectual Property included in the Collateral that is material to the business of any Grantor or is otherwise of material value to any Grantor.

“Part” means, with respect to an Aircraft, Propeller or an Aircraft Engine, any and all appliances, equipment, parts, rotors, avionics, electronics quick engine change kits, instruments, appurtenances, accessories, furnishings, modules, components, apparatus and assemblies and any and all rotable or repairable parts and equipment of whatever nature (other than complete Aircraft Engines), in each case solely while incorporated or installed in or attached to such Aircraft, Propeller or Aircraft Engine.

“Patent Licenses” shall mean, to the extent not constituting an Excluded Asset, all license agreements or covenants not to sue with respect to any Patent (whether such Grantor is licensee or licensor thereunder) including, without limitation, each agreement required to be listed in Schedule 5.2(I) under the heading “Patent Licenses” (as such schedule may be amended or supplemented from time to time).

“Patents” shall mean, to the extent not constituting an Excluded Asset, all United States and foreign patents and certificates of invention, or industrial property designs, and applications for any of the foregoing, including, without limitation: (i) each patent and patent application required to be listed in Schedule 5.2(I) under the heading “Patents” (as such schedule may be amended or supplemented from time to time), (ii) all reissues, divisions, continuations, continuations-in-part and extensions thereof, (iii) all patentable inventions described and claimed therein, (iv) the right to sue or otherwise recover for any past, present and future infringement or other violation thereof, (v) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages, and proceeds of suit now or hereafter due and/or payable with respect thereto, and (vi) all other rights corresponding thereto throughout the world.

“Pledge Supplement” shall mean any supplement to this Agreement in substantially the form of Exhibit A.

“Pledged Debt” shall mean, to the extent not constituting an Excluded Asset, all indebtedness for borrowed money owed to any Grantor (other than to Holdings by Borrower), whether or not evidenced by any Instrument, issued by the obligors named therein, the instruments, if any, evidencing any of the foregoing, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing.

“Pledged Equity Interests” shall mean, to the extent not constituting an Excluded Asset and to the extent owned by any Grantor, all Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and any other participation or interests in any equity or profits of any business entity including, without limitation, any trust and all management rights relating to any entity whose equity interests are included as Pledged Equity Interests.

“Pledged LLC Interests” shall mean, to the extent not constituting an Excluded Asset, all interests owned by any Grantor in any limited liability company and each series thereof and the certificates, if any, representing such limited liability company interests and any interest owned by any Grantor on the books and records of such limited liability company or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or

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proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such limited liability company interests and all rights as a member of the related limited liability company.

“Pledged Partnership Interests” shall mean, to the extent not constituting an Excluded Asset, all interests owned by any Grantor in any general partnership, limited partnership, limited liability partnership or other partnership and the certificates, if any, representing such partnership interests and any interest owned by any Grantor on the books and records of such partnership or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such partnership interests and all rights as a partner of the related partnership.

“Pledged Stock” shall mean, to the extent not constituting an Excluded Asset, all shares of capital stock owned by any Grantor (other than shares of capital stock of the Borrower owned by Holdings), and the certificates, if any, representing such shares and any interest of such Grantor in the entries on the books of the issuer of such shares or on the books of any securities intermediary pertaining to such shares, and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares.

“Propeller” shall have the meaning specified for such term in 49 U.S.C. § 40102(a)(40) (but excluding any Propeller constituting an Excluded Asset) and includes, but is not limited to, (i) each of the propellers identified in Schedule 5.2 or in any Aircraft and Aircraft Engine Mortgage or any schedule or supplement thereto, whether or not either initially or from time to time installed on an Aircraft or any other aircraft; (ii) any replacement Propeller that may from time to time be substituted for any of such Propeller (provided that at such time as a replacement Propeller shall be substituted for any Propeller, the replaced Propeller shall cease to be a Propeller subject to the Lien of this Agreement); and (iii) in either case, any and all Parts that are from time to time incorporated or installed in or attached to any such Propeller for so long as such Part is so incorporated or installed in or attached.

“Receivables” shall mean, to the extent not constituting an Excluded Asset, all rights of any Grantor to payment, whether or not earned by performance, for goods or other property sold, leased, licensed, assigned or otherwise disposed of, or services rendered or to be rendered, including, without limitation all such rights constituting or evidenced by any Account, Chattel Paper, Instrument, General Intangible or Investment Related Property.

“Receivables Records” shall mean (i) all original copies of all documents, instruments or other writings or electronic records or other Records evidencing the Receivables, (ii) all books, correspondence, credit or other files, Records, ledger sheets or cards, invoices, and other papers relating to Receivables, including, without limitation, all tapes, cards, computer tapes, computer discs, computer runs, record keeping systems and other papers and documents relating to the Receivables, whether in the possession or under the control of Grantor or any computer bureau or agent from time to time acting for Grantor or otherwise, (iii) all evidences of the filing of financing statements and the registration of other instruments in connection therewith, and amendments, supplements or other modifications thereto, notices to other creditors, secured parties or agents thereof, and certificates, acknowledgments, or other writings, including, without limitation, lien search reports, from filing or other registration officers, (iv) all

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credit information, reports and memoranda relating thereto and (v) all other written or non-written forms of information related in any way to the foregoing or any Receivable.

“Secured Obligations” shall have the meaning assigned in Section 3.1.

“Secured Parties” shall mean the Agents and the Lenders and shall include, without limitation, all former Agents and Lenders to the extent that any Obligations owing to such Persons were incurred while such Persons were Agents or Lenders and such Obligations have not been paid or satisfied in full.

“Trademark Licenses” shall mean, to the extent not constituting an Excluded Asset, any and all license agreements or covenants not to sue with respect to any Trademark or permitting co-existence with respect to a Trademark (whether such Grantor is licensee or licensor thereunder) including, without limitation, each agreement required to be listed in Schedule 5.2(I) under the heading “Trademark Licenses” (as such schedule may be amended or supplemented from time to time).

“Trademarks” shall mean, to the extent not constituting an Excluded Asset, all United States, and foreign trademarks, trade names, trade dress, Internet domain names, service marks, certification marks, logos, and other source identifiers, whether or not registered, and with respect to any and all of the foregoing: (i) all registrations and applications therefor including, without limitation, the registrations and applications required to be listed in Schedule 5.2(I) under the heading “Trademarks”(as such schedule may be amended or supplemented from time to time), (ii) all extensions or renewals of any of the foregoing, (iii) all of the goodwill of the business connected with the use of and symbolized by any of the foregoing, (iv) the right to sue or otherwise recover for any past, present and future infringement, dilution or other violation of any of the foregoing, (v) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages, and proceeds of suit now or hereafter due and/or payable with respect thereto, and (vi) all other rights corresponding thereto throughout the world.

“Trade Secret Licenses” shall mean, to the extent not constituting an Excluded Asset, any and all license agreements or covenants not to sue with respect to any Trade Secret (whether such Grantor is licensee or licensor thereunder) including, without limitation, each agreement required to be listed in Schedule 5.2(I) under the heading “Trade Secret Licenses” (as such schedule may be amended or supplemented from time to time).

“Trade Secrets” shall mean, to the extent not constituting an Excluded Asset, all trade secrets and all other confidential or proprietary information and know-how, and with respect to any and all of the foregoing: (i) the right to sue or otherwise recover for any past, present and future misappropriation or other violation thereof, (ii) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages, and proceeds of suit now or hereafter due and/or payable with respect thereto; and (iii) all other rights corresponding thereto throughout the world.

“UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State of New York or, when the laws of any other jurisdiction govern the perfection of, priority of, or remedies with respect to any Collateral, the Uniform Commercial Code of such jurisdiction.

“United States” shall mean the United States of America.

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1.2 Definitions; Interpretation.

(a) In this Agreement, the following capitalized terms shall have the meaning given to them in the UCC (and, if defined in more than one Article of the UCC, shall have the meaning given in Article 9 thereof): Account, Account Debtor, As-Extracted Collateral, Bank, Certificated Security, Chattel Paper, Commercial Tort Claims, Commodity Account, Commodity Contract, Commodity Intermediary, Consignee, Consignment, Consignor, Deposit Account, Document, Entitlement Order, Electronic Chattel Paper, Equipment, Farm Products, Fixtures, General Intangibles, Goods, Health-Care-Insurance Receivable, Instrument, Inventory, Letter of Credit Right, Manufactured Home, Money, Payment Intangible, Proceeds, Record, Securities Account, Securities Intermediary, Security Certificate, Security Entitlement, Supporting Obligations, Tangible Chattel Paper and Uncertificated Security.

(b) All other capitalized terms used herein (including the preamble and recitals hereto) and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement. The incorporation by reference of terms defined in the Credit Agreement shall survive any termination of the Credit Agreement until this Agreement is terminated as provided in Section 11 hereof. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. The terms lease and license shall include sub-lease and sub-license, as applicable. If any conflict or inconsistency exists between this Agreement and the Credit Agreement, the Credit Agreement shall govern. All references herein to provisions of the UCC shall include all successor provisions under any subsequent version or amendment to any Article of the UCC.

SECTION 2. GRANT OF SECURITY.

2.1 Grant of Security. Each Grantor hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and continuing lien on all of such Grantor’s right, title and interest in, to and under all personal property of such Grantor including, but not limited to the following, in each case whether now or hereafter existing or in which any Grantor now has or hereafter acquires an interest and wherever the same may be located (all of which being hereinafter collectively referred to as the “Collateral”):

(a) Accounts;

(b) Chattel Paper;

(c) Documents;

(d) General Intangibles;

(e) Goods (including, without limitation, Inventory and Equipment);

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(f) Instruments;

(g) Insurance;

(h) Intellectual Property;

(i) Investment Related Property and Investment Accounts;

(j) Letter of Credit Rights;

(k) Money;

(l) Receivables and Receivables Records;

(m) Commercial Tort Claims now or hereafter described on Schedule 5.2;

(n) all Aircraft Collateral;

(o) to the extent not otherwise included above, all other personal property of any kind and all Collateral Records, Collateral Support and Supporting Obligations relating to any of the foregoing; and

(p) to the extent not otherwise included above, all Proceeds, products, accessions, rents and profits of or in respect of any of the foregoing.

2.2 Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the Collateral include or the security interest granted under Section 2.1 hereof attach to (a) any lease, license, contract or agreement to which any Grantor is a party (other than contracts between or among Holdings and its subsidiaries), and any of its rights or interest thereunder, if and to the extent that a security interest is prohibited by or in violation of (i) any law, rule or regulation applicable to such Grantor or any asset or property of any Grantor (with no requirement to obtain the consent of any Governmental Authority, including without limitation, no requirement to comply with the Federal Assignment of Claims Act or any similar statute), or (ii) a term, provision or condition of any such lease, license, contract or agreement (unless such law, rule, regulation, term, provision or condition would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); provided however that the Collateral shall include (and such security interest shall attach) immediately at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach immediately to any portion of such lease, license, contract or agreement not subject to the prohibitions specified in (i) or (ii) above; provided further that the exclusions referred to in clause (a) of this Section 2.2 shall not include any Proceeds of any such lease, license, contract or agreement unless such Proceeds also constitute Excluded Assets; (b) any assets the pledge of or granting a security

interest in which would (i) violate any law, rule or regulation applicable to such Grantor (with no requirement to obtain the consent of any Governmental Authority) or (ii) require a consent, approval, or other authorization of a landlord or other third party, in the case of this subclause (ii) only, if such consent, approval or other authorization cannot be obtained after the use of commercially reasonable efforts by the Grantors (provided that there shall be no requirement to obtain the consent of any Governmental Authority); (c) Margin Stock and Equity

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Interests owned by any Grantor in any Person other than wholly-owned Subsidiaries to the extent not permitted by the terms of such Person’s Organizational Documents or the terms governing any joint ventures to which such Grantor is a party; (d) any assets of any Grantor to the extent a security interest in such assets could result in material adverse tax consequences to such Grantor (other than payment of mortgage tax, transfer tax or similar taxes related to real property collateral); (e) the Equity Interests in (and assets of) captive insurance companies, in each case owned by any Grantor; (f) any property subject to a Lien that is incurred under Section 6.2(e) of the Credit Agreement or a purchase money security interest that is permitted by the Credit Agreement, in each case to the extent a security interest in favor of the Collateral Agent in such property is prohibited by the documentation governing such Lien or purchase money security interest; (g) in any of the outstanding capital stock of a Controlled Foreign Corporation in excess of 65% of the voting power of all classes of capital stock of such Controlled Foreign Corporation entitled to vote; (h) any “intent-to-use” application for registration of a trademark or service mark filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Lanham Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Lanham Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law; (i) any interest of a Grantor in any “Bank Property” (as defined in the GE Agreement); (j) any Equity Interests of the Borrower owned or held by Holdings or instruments evidencing Indebtedness made by the Borrower in favor of or held by Holdings; (k) that certain Gulfstream Aerospace aircraft, serial number 1451, registered in the name of Holdings with the FAA Registry under N-number N244J, together with the Rolls-Royce aircraft engines, model number TAY 611-8 and serial numbers 18033 and 18034; (l) (x) rolling stock and (y) motor vehicles and other assets subject to certificates of title (other than Aircraft) to the extent a lien therein cannot be perfected by the filing of a UCC financing statement (or analogous procedures under applicable law in the relevant jurisdiction); (m) any assets of J. C. Penney Purchasing Corporation (Singapore) Pte Ltd. (“JCP Singapore”) and any shares of capital stock owned by any Grantor in JCP Singapore, together with the certificates, if any, representing such shares and any interest of such Grantor in the entries on the books of the issuer of such shares or on the books of any securities intermediary pertaining to such shares, and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, in the case of this clause (m), solely to the extent JCP Singapore does not conduct any business and is the process of liquidation; or (n) any Deposit Accounts specifically and exclusively used (1) for payroll, payroll taxes, workers’ compensation or unemployment compensation, pension benefits and other similar expenses to or for the benefit of any Grantor’s employees and accrued and unpaid employee compensation (including salaries, wages, benefits and expense reimbursements), (2) as zero balance deposit accounts, (3) for trust or fiduciary purposes in the ordinary course of business and (4) for all taxes required to be collected or withheld (including, without limitation, federal and state withholding taxes (including the employer’s share thereof), taxes owing to any governmental unit thereof, sales, use and excise taxes, customs duties, import duties and independent customs brokers’ charges) for which any Grantor may become liable.

SECTION 3. SECURITY FOR OBLIGATIONS; GRANTORS REMAIN LIABLE.

3.1 Security for Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt and complete payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the

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automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. §362(a) (and any successor provision thereof)), of all Obligations (the “Secured Obligations”).

3.2 Continuing Liability Under Collateral. Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under the Collateral to the same extent as if this Agreement had not been executed and nothing contained herein is intended or shall be a delegation of duties to the Collateral Agent or any other Secured Party, (ii) each Grantor shall remain liable under each of the agreements included in the Collateral, including, without limitation, any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof to the same extent as if this Agreement had not been executed and neither the Collateral Agent nor any Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related thereto nor shall the Collateral Agent nor any Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including, without limitation, any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, and (iii) the exercise by the Collateral Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral.

SECTION 4. CERTAIN PERFECTION REQUIREMENTS

4.1 Delivery Requirements.

(a) Subject to Sections 4.5 and 6.4(b), with respect to any Certificated Securities included in the Collateral, each Grantor shall deliver to the Collateral Agent the Security Certificates evidencing such Certificated Securities duly indorsed by an effective indorsement (within the meaning of Section 8-107 of the UCC), or accompanied by share transfer powers or other instruments of transfer duly endorsed by such an effective endorsement, in each case, to the Collateral Agent or in blank. In addition, each Grantor shall cause any certificates evidencing any Pledged Equity Interests, including, without limitation, any Pledged Partnership Interests or Pledged LLC Interests, to be similarly delivered to the Collateral Agent regardless of whether such Pledged Equity Interests constitute Certificated Securities.

(b) Subject to Sections 4.5 and 6.4(b), with respect to any Instruments or Tangible Chattel Paper included in the Collateral, each Grantor shall deliver all such Instruments or Tangible Chattel Paper to the Collateral Agent duly indorsed in blank; provided, however, that such delivery requirement shall not apply to any Instruments or Tangible Chattel Paper having a face amount of less than $5,000,000 individually or $15,000,000 in the aggregate.

4.2 Control Requirements. Subject to Section 4.5, with respect to Deposit Accounts and Securities Accounts constituting Common Collateral, each Grantor shall use commercially reasonable efforts to enter into a Control Agreement with the Collateral Agent and each bank where such Grantor maintains or hereafter establishes any such Deposit Account or any such Securities Account, in each case that is a Control Account.

4.3 Intellectual Property Recording Requirements.

(a) Subject to Sections 4.5 and 6.4(b)(iv), in the case of any Collateral (whether now owned or hereafter acquired) consisting of issued U.S. Patents and applications

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therefor, each Grantor shall execute and deliver to the Collateral Agent a Patent Security Agreement in substantially the form of Exhibit C hereto (or a supplement thereto) covering all such Patents in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest of the Collateral Agent.

(b) Subject to Sections 4.5 and 6.4(b)(iv), in the case of any Collateral (whether now owned or hereafter acquired) consisting of registered U.S. Trademarks and applications therefor, each Grantor shall execute and deliver to the Collateral Agent a Trademark Security Agreement in substantially the form of Exhibit B hereto (or a supplement thereto) covering all such Trademarks in appropriate form for recordation with the U.S. Patent and Trademark Office with respect to the security interest of the Collateral Agent.

(c) Subject to Sections 4.5 and 6.4(b)(iv), in the case of any Collateral (whether now owned or hereafter acquired) consisting of registered U.S. Copyrights and exclusive Copyright Licenses in respect of registered U.S. Copyrights for which any Grantor is the licensee and which are included in the Material Intellectual Property, each Grantor shall execute and deliver to the Collateral Agent a Copyright Security Agreement in substantially the form of Exhibit D hereto (or a supplement thereto) covering all such Copyrights and Copyright Licenses in appropriate form for recordation with the U.S. Copyright Office with respect to the security interest of the Collateral Agent.

4.4 Other Actions.

(a) Subject to Sections 4.5 and 6.4(b), with respect to any Pledged Partnership Interests and Pledged LLC Interests included in the Collateral, if the Grantors own less than 100% of the equity interests in any issuer of such Pledged Partnership Interests or Pledged LLC Interests, upon the request of the Collateral Agent, Grantors shall use their commercially reasonable efforts to obtain the consent of each other holder of partnership interest or limited liability company interests in such issuer to the security interest of the Collateral Agent hereunder and following an Event of Default and the exercise of remedies by the Collateral Agent in respect thereof, the transfer of such Pledged Partnership Interests and Pledged LLC Interests to the Collateral Agent or its designee, and to the substitution of the Collateral Agent or its designee as a partner or member with all the rights and powers related thereto. Each Grantor consents to the grant by each other Grantor of a Lien in all of its Investment Related Property to the Collateral Agent and without limiting the generality of the foregoing consents to the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Collateral Agent or its designee following an Event of Default and the exercise of remedies by the Collateral Agent in respect thereof and to the substitution of the Collateral Agent or its designee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto.

(b) Subject to Sections 4.5 and 6.4(b), with respect to any Aircraft Collateral (whether now owned or hereafter acquired) for which a recording or filing with the FAA or International Registry is required to perfect the security interest granted hereunder, each Grantor shall execute and deliver to the Collateral Agent supplements to this Agreement and Aircraft Security Agreements identifying such Aircraft Collateral by manufacturer, model, manufacturer’s serial number and U.S. registration number in appropriate form for recording with the FAA and International Registry.

4.5 Timing and Notice. With respect to any Collateral in existence on the Closing Date in which a security interest in favor of the Collateral Agent, for the benefit of the Secured

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Parties, is not perfected or delivered on the Closing Date (to the extent perfection or delivery is required under this Agreement) after the Grantors’ use of commercially reasonable efforts to do so, the Grantors shall comply with the requirements of Section 4 within ninety (90) days of the Closing Date (unless such date is extended with the consent of the Collateral Agent), and with respect to any Collateral hereafter owned or acquired by any Grantor, such Grantor shall comply with such requirements within forty-five (45) days of such Grantor acquiring rights therein (unless such date is extended with the consent of the Collateral Agent). Each year, at the time of delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to Section 5.1(b) of the Credit Agreement, each Grantor shall inform the Collateral Agent of its acquisition of any Collateral for which any action is required by Section 4 hereof (including, for the avoidance of doubt, the filing of any applications for, or the issuance or registration of, any U.S. Patents, Copyrights or Trademarks).

SECTION 5. REPRESENTATIONS AND WARRANTIES.

Each Grantor hereby represents and warrants, on the Closing Date, that:

5.1 [Reserved.]

5.2 Collateral Identification, Special Collateral.

(a) all Aircraft owned or leased by any Grantor are registered pursuant to the Federal Aviation Act and Schedule 5.2 sets forth a true, complete and correct list of all such Aircraft, including manufacturer, model, manufacturer’s serial number and U.S. registration number, and indicating the holder and type of interest held in each such Aircraft and Schedule 5.2 also lists all Aircraft Engines and Propellers; and

(b) none of the Collateral constitutes, or is the Proceeds of, (1) Farm Products, (2) As-Extracted Collateral, (3) Manufactured Homes, (4) Health-Care-Insurance Receivables; (5) timber to be cut, or (6) satellites, ships or railroad rolling stock.

5.3 Ownership of Collateral and Absence of Other Liens.

(a) it has good and valid rights in and title to the Collateral in which it has purported to grant a security interest in favor of the Collateral Agent, for the benefit of the Secured Parties, subject to Permitted Liens, and has full power and authority to grant to the Collateral Agent such security interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval that has been obtained;

(b) the Collateral is owned by the Grantors free and clear of any Lien, other than Permitted Liens. None of the Grantors has filed or consented to the filing of (i) any financing statement or analogous document under the UCC or any other applicable laws covering any Collateral except any such filings made pursuant to any documentation governing Permitted Liens, or (ii) any assignment in which any Grantor assigns any Collateral or any security agreement or similar instrument covering any Collateral with any foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security agreement or similar instrument is still in effect, except, in each case, in respect of Permitted Liens; and

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(c) other than (x) the Collateral Agent, (y) the “Representative” (as defined in the Intercreditor Agreement) with respect to the ABL Credit Agreement to the extent permitted under the Intercreditor Agreement, and (z) any automatic control in favor of a Bank, Securities Intermediary or Commodity Intermediary maintaining a Deposit Account, Securities Account or Commodity Contract, no Person is in Control of any Collateral.

5.4 Status of Security Interest.

(a) the Collateral Questionnaire delivered on the Closing Date has been duly prepared, completed and executed and the information set forth therein, including the exact legal name of each Grantor, is correct and complete as of the Closing Date. Subject to Section 4.5, the UCC financing statements or other appropriate filings, recordings or registrations containing a description of the Collateral that have been prepared by the Collateral Agent based upon the information provided to the Collateral Agent specified in the Collateral Questionnaire for filing in each governmental, municipal or other office set forth opposite such Grantor’s name (i) on the Collateral Questionnaire or (ii) as specified by notice from Borrower to the Administrative Agent or Collateral Agent, as applicable, after the Closing Date in the case of filings, recordings or registrations required by Sections 5.1(j), 5.10 and 5.13 of the Credit Agreement, are all the filings, recordings and registrations that are necessary to establish legal, valid and perfected security interests in favor of the Collateral Agent, for the benefit of the Secured Parties, having priority over all other Liens except for any Permitted Liens with respect to all Collateral in which such security interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and, except in respect of certain after-acquired Collateral, no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such jurisdiction, except as provided under applicable law with respect to the filing of continuation statements;

(b) the security interests granted hereunder in favor of the Collateral Agent, for the benefit of the Secured Parties, constitute (i) legal and valid security interests in all the Collateral securing the payment and performance of the Obligations and (ii) subject to the filings described in Section 5.4(a) and to Section 4.5, a perfected security interest in all Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in any state of the United States (or any political subdivision thereof), with the United States Patent and Trademark Office, the United States Copyright Office, the Federal Aviation Administration or the International Registry, in each case pursuant to the UCC or other applicable law in the United States (or any political subdivision thereof); provided that additional actions may be required in respect of certain after-acquired Collateral. The security interest granted hereunder in favor of the Collateral Agent, for the benefit of the Secured Parties, have priority over all other Liens except for any Permitted Liens;

(c) to the extent perfection or priority of the security interest therein is not subject to Article 9 of the UCC, upon recordation of the security interests granted hereunder in U.S. Patents, Trademarks and Copyrights and exclusive Copyright Licenses (in respect of registered U.S. Copyrights for which any Grantor is the licensee and which are included within the Material Intellectual Property) in the United States Patent and Trademark Office and the United States Copyright Office, the security interests granted to the Collateral Agent hereunder over such Intellectual Property shall constitute valid, perfected Liens having priority over all other Liens except for Permitted Liens;

(d) no authorization, consent, approval or other action by, and no notice to or filing with, any Governmental Authority is required for either (i) the pledge or grant by any

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Grantor of the Liens purported to be created in favor of the Collateral Agent hereunder or (ii) the exercise by Collateral Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) such as have been obtained or made and are in full force and effect, (B) the filings contemplated by clause (a) above and (C) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities;

(e) each Grantor is in compliance with its obligations under Section 4 hereof; and

(f) notwithstanding the foregoing, the representations and warranties set forth in this Section 5.4 as to perfection and priority of the security interests granted hereunder to the Collateral Agent, for the benefit of the Secured Parties, in Proceeds are limited to the extent provided in Section 9-315 of the Uniform Commercial Code.

5.5 Goods.

(a) other than any Inventory or Equipment in transit, being repaired, or having a value of less than $200,000.00 in the aggregate at any one time, all of the Equipment and Inventory included in the Collateral is located only at the locations specified in Schedule 5.5.

5.6 Pledged Equity Interests, Investment Related Property.

(a) it is the record and beneficial owner of the Pledged Equity Interests free of all Liens of other Persons other than Permitted Liens which are non-consensual or created by operation of law, and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests; and

(b) no consent of any Person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary in connection with the creation, perfection or first priority status of the security interest of the Collateral Agent in any Pledged Equity Interests or the exercise by the Collateral Agent of the voting or other rights provided for in this Agreement or the exercise of remedies in respect thereof except such as have been obtained.

5.7 Intellectual Property. Except as could not reasonably be expected to have a Material Adverse Effect:

(a) it is the sole and exclusive owner of the entire right, title, and interest in and to all Intellectual Property listed on Schedule 5.2(I), and, to such Grantor’s knowledge, owns or has the valid right to use all other Intellectual Property used in or necessary to conduct its business, free and clear of all Liens, claims and licenses, except for Permitted Liens and the licenses set forth on Schedule 5.2(I);

(b) all applications and registrations for Material Intellectual Property of such Grantor are subsisting, in full force and effect, and have not been adjudged invalid or unenforceable and such Grantor has performed all acts and has paid all renewal, maintenance, and other fees and taxes required to maintain each and every registration and application of Copyrights, Patents and Trademarks of such Grantor constituting Material Intellectual Property in full force and effect;

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(c) no holding, decision, ruling, or judgment has been rendered in any action or proceeding before any court or administrative authority prohibiting such Grantor’s right to register, own or use any Material Intellectual Property of such Grantor, and no action or proceeding challenging the validity or enforceability of, or such Grantor’s right to register, own, or use, any Material Intellectual Property of such Grantor is pending or, to such Grantor’s knowledge, threatened;

(d) all registrations and applications for Copyrights, Patents and Trademarks of such Grantor are standing in the name of such Grantor, and none of the Trademarks, Patents, Copyrights or Trade Secrets owned by such Grantor has been licensed by such Grantor to any Affiliate or third party, except as disclosed in Schedule 5.2(I) and pursuant to other licenses that are not material to the business of any Grantor and are not otherwise of material value to any Grantor;

(e) such Grantor has not made a commitment constituting a present or future sale or transfer or similar arrangement of any Material Intellectual Property that has not been terminated or released;

(f) [reserved];

(g) such Grantor uses consistent standards of quality in the manufacture, distribution and sale of products sold and in the provision of services rendered under or in connection with all Trademarks included in the Collateral;

(h) to such Grantor’s knowledge, the conduct of such Grantor’s business does not infringe, misappropriate, dilute or otherwise violate any intellectual property rights of any other Person; no claim has been made in writing, in the past three (3) years (or earlier, if presently unresolved), that the use of any Material Intellectual Property owned or used by such Grantor (or any of its respective licensees) infringes, misappropriates, dilutes or otherwise violates the asserted rights of any other Person; and

(i) to such Grantor’s knowledge, no Person is infringing, misappropriating, diluting or otherwise violating any rights in any Material Intellectual Property owned, licensed or used by such Grantor.

5.8 Aircraft. All FAA certificates or exemptions from the requirement to possess certificates or their foreign equivalents are in full force and effect and duly issued to each Grantor that operates Aircraft governed by the FAA, and all material licenses, permits, authorizations, certificates of compliance, certificates of public convenience and necessity and other certificates (including applicable air carrier operating certificates and operations specifications issued by the FAA pursuant to the applicable regulations of the FAA) that are required by the FAA and that are necessary for the conduct of the business of the Grantor and the Subsidiaries are in full force and effect. All such FAA certificates or exemptions are not subject to proceedings for suspension, restriction, revocation or cancellation, and to the knowledge of the Grantor, no basis for such exists. No Grantor has received a notice of proposed civil penalties or hearings for noncompliance with any FAA certificates or FAA regulations. Each Aircraft is in a condition of maintenance and repair that satisfies an FAA approved maintenance program relating to the Grantor that owns or leases such Aircraft.

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SECTION 6. COVENANTS AND AGREEMENTS.

Each Grantor hereby covenants and agrees that:

6.1 Grantor Information and Status. In connection with any notices provided to the Administrative Agent pursuant to Section 5.1(j) of the Credit Agreement, upon the reasonable request by the Collateral Agent the Grantors shall execute and deliver to the Collateral Agent a completed Pledge Supplement together with all Supplements to Schedules thereto.

6.2 Commercial Tort Claims. In the event that it hereafter acquires or has any Commercial Tort Claim in excess of $5,000,000 individually or $15,000,000 in the aggregate it shall deliver to the Collateral Agent a completed Pledge Supplement together with all Supplements to Schedules thereto, identifying such new Commercial Tort Claims.

6.3 Ownership of Collateral and Absence of Other Liens.

(a) except for the security interest created by this Agreement, it shall not create or suffer to exist any Lien upon or with respect to any of the Collateral, other than Permitted Liens, and such Grantor shall, at its own expense, take any and all commercially reasonable actions to defend title to the Collateral against all Persons and to defend the security interests granted hereunder in favor of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral and the priority thereof against any Lien other than Permitted Liens; and

(b) at such time or times as the Collateral Agent may reasonably request, promptly to prepare and deliver to the Administrative Agent a duly certified schedule or schedules in form and detail reasonably satisfactory to the Collateral Agent showing the identity, amount and location of any and all Equipment and Inventory constituting Collateral; provided that, unless an Event of Default shall have occurred and be continuing, such schedules shall only be delivered, to the extent reasonably requested by Collateral Agent, at the time of delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to Section 5.1(b) of the Credit Agreement.

6.4 Status of Security Interest.

(a) Subject to the limitations set forth in subsection (b) of this Section 6.4, each Grantor shall maintain the security interest of the Collateral Agent hereunder in all Collateral as valid, perfected Liens having priority over all other Liens except for Permitted Liens.

(b) Notwithstanding anything to the contrary herein, no Grantor shall be required to take any action to perfect the security interests granted hereunder on (i) any Collateral that can only be perfected by (A) Control (other than to the extent required by Section 4.2), (B) foreign filings with respect to Intellectual Property, or (C) filings with registrars of motor vehicles or similar governmental authorities with respect to goods covered by a certificate of title, in each case except as and to the extent specified in Section 4 hereof, (ii) any assets (other than Aircraft Collateral) of any Grantor located outside the United States or assets (other than Aircraft Collateral) of any Grantor that require action under the laws of any jurisdiction other than the United States or any state or county thereof to perfect a security interest in such assets, including any Intellectual Property registered in any jurisdiction other than the United States, (iii) Letter of Credit rights (other than Supporting Obligations) and (iv) any assets of any Grantor in which the

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cost of perfecting a security interest therein exceeds the practical benefit to the Secured Parties afforded thereby (as reasonably determined by the Borrower and the Administrative Agent).

6.5 Goods and Receivables.

(a) it shall not deliver any negotiable Document evidencing any Equipment to any Person other than the issuer of such negotiable Document to claim the Goods evidenced therefor or the Collateral Agent;

(b) it shall maintain, at its own cost and expense, such complete and accurate records with respect to all Receivables as is in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Grantor is engaged, but in any event to include accounting records indicating all payments and proceeds received with respect to the Receivables; and

(c) upon the occurrence and during the continuance of any Event of Default, each of the Grantors will collect and enforce, in accordance with past practices and in the ordinary course of business, all amounts due to such Grantor under the Receivables owned by it. Such Grantor will deliver to the Collateral Agent promptly upon its reasonable request after the occurrence and during the continuance of an Event of Default duplicate invoices with respect to each Receivable owned by it, bearing such language of assignment as the Collateral Agent shall reasonably specify in connection with its exercise of remedies hereunder.

6.6 Pledged Equity Interests, Investment Related Property.

(a) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Pledged Equity Interest or other Investment Related Property, upon the merger, consolidation, liquidation or dissolution of any issuer of any Pledged Equity Interest or Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of Collateral without further action and (b) such Grantor shall immediately take all steps, if any, necessary to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Collateral Agent to the extent certificated and to the extent that a security interest therein may be perfected by possession) and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all dividends and distributions and all payments of interest;

(b) Voting.

(i) So long as no Event of Default shall have occurred and be continuing, except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement or elsewhere herein or in the Credit Agreement, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Investment Related Property or any part thereof; and

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(ii) Upon the occurrence and during the continuation of an Event of Default and upon two (2) Business Days prior written notice from the Collateral Agent to such Grantor of the Collateral Agent’s intention to exercise such rights:

(1) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights; and

(2) in order to permit the Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder: (1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (2) each Grantor acknowledges that the Collateral Agent may utilize the power of attorney set forth in Section 8.1.

6.7 Intellectual Property.

(a) it shall not do any act or omit to do any act whereby any of the Material Intellectual Property may lapse, or become abandoned or cancelled, or dedicated to the public, in each case, except as shall be consistent with commercially reasonable business judgment and except as could not reasonably be expected to result in a Material Adverse Effect;

(b) it shall not, with respect to any Trademarks constituting Material Intellectual Property, fail to maintain the level of the quality of products sold and services rendered under any such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and such Grantor shall adequately control the quality of goods and services offered by any licensee of its Trademarks to maintain such standards, in each case except as could not reasonably be expected to have a Material Adverse Effect; and

(c) it shall promptly notify the Collateral Agent if it knows or becomes aware that any item of Material Intellectual Property may become subject to any judicial or administrative adverse determination regarding such Grantor’s right to own, register or use or the validity or enforceability of such item of Intellectual Property (including the institution of any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office, any state registry, any foreign counterpart of the foregoing, or any court), in each case except as could not reasonably be expected to have a Material Adverse Effect.

6.8 Insurance. The Grantors, at their own expense, shall maintain or cause to be maintained insurance covering physical loss or damage to the Collateral in accordance with the requirements set forth in Section 5.5 of the Credit Agreement. In the event that any Grantor at any time or times shall fail to obtain or maintain any of the policies of insurance required hereby or to pay any premium in whole or part relating thereto, the Collateral Agent may, without waiving or releasing any obligation or liability of the Grantors hereunder or any Event of Default, in its sole discretion, obtain and maintain such policies of insurance and pay such premium and take any other actions with respect thereto as the Collateral Agent reasonably deems advisable. All sums disbursed by the Collateral Agent in connection with this paragraph, including

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reasonable attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, upon demand, by the Grantors to the Collateral Agent and shall be additional Secured Obligations secured hereby.

6.9 Aircraft Collateral. (a) Each Grantor shall comply on a timely basis with all re-registration requirements promulgated by the FAA including, without limitation, those set forth at 14 CFR Part 47, Docket No, FAA-2008-0188.

(b) Each Grantor agrees that it will maintain, service, repair, overhaul and test the Aircraft so as to keep the Aircraft in such operating condition as is necessary to enable the airworthiness certification of the Aircraft to be maintained in good standing under the Federal Aviation Act, and maintain or cause to be maintained all Aircraft Log Books and other materials required to be maintained with respect to the Aircraft by the FAA or any other Governmental Authority having jurisdiction over such Aircraft.

(c) Each Grantor agrees that it will not register any Aircraft Collateral under the laws of any foreign nation.

SECTION 7. FURTHER ASSURANCES; ADDITIONAL GRANTORS.

7.1 Further Assurances.

(a) Each Grantor agrees that from time to time, at the expense of such Grantor, that it shall promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary under applicable law, or that the Collateral Agent may reasonably request, in order to create and/or maintain the validity, perfection or priority of and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, each Grantor shall:

(i) file such financing or continuation statements, or amendments thereto, record security interests in Intellectual Property (other than any Intellectual Property in a foreign jurisdiction) and execute and deliver such other agreements, instruments, endorsements, powers of attorney or notices, as may be necessary, or as the Collateral Agent may reasonably request, in order to effect, reflect, perfect and preserve the security interests granted or purported to be granted hereby, including, without limitation, filing with the FAA and/or the International Registry such documents as may be necessary or advisable to perfect, confirm, continue, enforce or protect the security interests granted hereunder by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party;

(ii) take all actions necessary to ensure the recordation of appropriate evidence of the liens and security interest granted hereunder in any U.S. Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office, and the various Secretaries of State, if applicable;

(iii) at any time following the occurrence and during the continuance of an Event of Default, upon request by the Collateral Agent, assemble the Collateral and allow inspection of the Collateral by the Collateral Agent, or persons designated by the Collateral Agent; provided that no Grantor shall be required to permit the inspection of any document, information or other matter (x) in respect of which disclosure to

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Administrative Agent, Collateral Agent or any Secured Party (or their respective representatives or contractors) is prohibited by law or any bona fide binding agreement or (y) is subject to attorney-client or similar privilege or constitutes attorney work product; provided that each Grantor will make available redacted versions of requested documents or, if unable to do so consistent with the preservation of such privilege, endeavor in good faith otherwise to disclose information responsive to the requests of Collateral Agent in a manner that will protect such privilege;

(iv) at the Collateral Agent’s request, appear in and defend any action or proceeding that may affect such Grantor’s title to or the Collateral Agent’s security interest in all or any part of the Collateral; and

(v) furnish the Collateral Agent with such information regarding the Collateral, including, without limitation, the location thereof, as the Collateral Agent may reasonably request from time to time.

(b) Each Grantor hereby authorizes the Collateral Agent to file a Record or Records, including, without limitation, financing or continuation statements, Intellectual Property Security Agreements and amendments and supplements to any of the foregoing, in any jurisdictions and with any filing offices as the Collateral Agent may determine, in its sole discretion, are necessary or advisable to perfect or otherwise protect the security interest granted to the Collateral Agent herein; provided that the Grantors shall not have any obligation to perfect any security interest or lien, or record any notice thereof, in any Intellectual Property in any jurisdiction other than the U.S. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Collateral Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to the Collateral Agent herein, including, without limitation, describing such property as “all assets, whether now owned or hereafter acquired, developed or created” or words of similar effect.

7.2 Additional Grantors. From time to time subsequent to the date hereof, and to the extent required or permitted pursuant to the terms of the Credit Agreement, additional Persons may become parties hereto as additional Grantors (each, an “Additional Grantor”), by executing a Pledge Supplement. Upon delivery of any such Pledge Supplement to the Collateral Agent, notice of which is hereby waived by Grantors, each Additional Grantor shall be a Grantor and shall be as fully a party hereto as if Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Collateral Agent not to cause any Subsidiary of Borrower to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

SECTION 8. COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT.

8.1 Power of Attorney. Each Grantor hereby irrevocably appoints the Collateral Agent (such appointment being coupled with an interest) as such Grantor’s attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor, the Collateral Agent or otherwise, from time to time in the Collateral Agent’s discretion to take any action and to execute any instrument that the Collateral Agent may deem reasonably necessary to accomplish the purposes of this Agreement, including, without limitation, the following:

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(a) upon the occurrence and during the continuance of any Event of Default, to obtain and adjust insurance required to be maintained by such Grantor or paid to the Collateral Agent pursuant to the Credit Agreement;

(b) upon the occurrence and during the continuance of any Event of Default, to ask for, demand, collect, sue for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral;

(c) upon the occurrence and during the continuance of any Event of Default, to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (b) above;

(d) upon the occurrence and during the continuance of any Event of Default, to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral;

(e) to prepare and file any UCC financing statements against such Grantor as debtor;

(f) to prepare, sign, and file for recordation in any intellectual property registry, appropriate evidence of the lien and security interest granted herein in any Intellectual Property in the name of such Grantor as debtor; provided that the Grantors shall not have any obligation to perfect any security interest or lien, or record any notice thereof, in any Intellectual Property in any jurisdiction other than the U.S.;

(g) upon the occurrence and during the continuance of any Event of Default, to take or cause to be taken all actions necessary to perform or comply or cause performance or compliance with the terms of this Agreement, including, without limitation, access to pay or discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Collateral and not permitted pursuant to Section 6.2 of the Credit Agreement or this Agreement, and may pay for the maintenance and preservation of the Collateral to the extent any Grantor fails to do so as required by the Credit Agreement or this Agreement, and each Grantor jointly and severally agrees to reimburse the Collateral Agent on demand for any payment reasonably made or any expense reasonably incurred by the Collateral Agent pursuant to the foregoing authorization; provided that nothing in this paragraph (g) shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Credit Documents. The Collateral Agent will give notice to Borrower of any exercise of the Collateral Agent’s rights or powers pursuant to this paragraph (g); provided that any failure to give or delay in giving such notice shall not operate as a waiver of, or preclude any other or further exercise of, such rights or powers or the exercise of any other right or power pursuant to this Agreement; and

(h) upon the occurrence and during the continuance of any Event of Default, generally to sell, transfer, lease, license, pledge, make any agreement with respect to or otherwise deal, subject, in each case, to the terms of any applicable agreements, with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all

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purposes, and to do, at the Collateral Agent’s option and such Grantor’s expense, at any time or from time to time, all acts and things that the Collateral Agent deems reasonably necessary to protect, preserve or realize upon the Collateral and the Collateral Agent’s security interest therein in order to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.

8.2 No Duty on the Part of Collateral Agent or Secured Parties. The powers conferred on the Collateral Agent hereunder are solely to protect the interests of the Secured Parties in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Party to exercise any such powers. The Collateral Agent and the other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence, willful misconduct or material breach of the express terms hereof. Each Grantor shall remain liable to observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Collateral, all in accordance with the terms and conditions thereof, to the same extent as if the security interests granted hereunder had not been granted to the Collateral Agent in the Collateral.

8.3 Appointment Pursuant to Credit Agreement. The Collateral Agent has been appointed as collateral agent pursuant to the Credit Agreement. The rights, duties, privileges, immunities and indemnities of the Collateral Agent hereunder are subject to the provisions of the Credit Agreement.

SECTION 9. REMEDIES.

9.1 Generally.

(a) If any Event of Default shall have occurred and be continuing, the Collateral Agent may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it at law or in equity, all the rights and remedies of the Collateral Agent on default under the UCC (whether or not the UCC applies to the affected Collateral) to collect, enforce or satisfy any Secured Obligations then owing, whether by acceleration or otherwise, and also may pursue any of the following separately, successively or simultaneously:

(i) require any Grantor to, and each Grantor hereby agrees that it shall at its expense and promptly upon request of the Collateral Agent forthwith, assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at a place to be designated by the Collateral Agent that is reasonably convenient to both parties; provided that no Grantor shall be required to permit the inspection of any document or information (x) in respect of which disclosure to Administrative Agent, Collateral Agent or any Secured Party (or their respective representatives or contractors) is prohibited by law or any bona fide binding agreement or (y) is subject to attorney-client or similar privilege or constitutes attorney work product; provided that each Grantor will make available redacted versions of requested documents or, if unable to do so consistent with the preservation of such privilege, endeavor in good faith otherwise to disclose information responsive to the requests of Collateral Agent in a manner that will protect such privilege;

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(ii) enter onto the property where any Collateral is located and take possession thereof with or without judicial process;

(iii) prior to the disposition of the Collateral, store, process, repair or recondition the Collateral or otherwise prepare the Collateral for disposition in any manner to the extent the Collateral Agent reasonably deems appropriate; and

(iv) without notice except as specified below or under the UCC, sell, assign, lease, license (on an exclusive or nonexclusive basis) or otherwise dispose, subject, in each case, to the terms of any applicable agreements, of the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as the Collateral Agent may deem commercially reasonable.

(b) The Collateral Agent or any other Secured Party may be the purchaser of any or all of the Collateral at any public or private (to the extent the portion of the Collateral being privately sold is of a kind that is customarily sold on a recognized market or the subject of widely distributed standard price quotations) sale in accordance with the UCC and the Collateral Agent, as collateral agent for and representative of the Secured Parties, shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale made in accordance with the UCC, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent at such sale. For the avoidance of doubt, each of the Grantors and each of the Secured Parties, by their acceptance of the benefits of this Agreement, agree, to the fullest extent permitted by applicable law, that the Collateral Agent shall have the right to “credit bid” any or all of the Secured Obligations in connection with any sale or foreclosure proceeding in respect of the Collateral, including without limitation, sales occurring pursuant to Section 363 of the Bankruptcy Code or included as part of any plan subject to confirmation under Section 1129(b)(2)(A)(iii) of the Bankruptcy Code. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Grantor agrees that it would not be commercially unreasonable for the Collateral Agent to dispose of the Collateral or any portion thereof by using Internet sites that routinely provide for the auction of assets of the types included in the Collateral or that match buyers and sellers of assets. Each Grantor hereby waives any claims against the Collateral Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree. If the proceeds of any sale or other disposition of the Collateral are insufficient to pay all the Secured Obligations, Grantors shall be liable for the deficiency and the reasonable fees of any attorneys employed by the Collateral Agent to collect such deficiency. Each Grantor further agrees that a breach of any of the covenants contained in this Section will cause irreparable injury to the Collateral Agent, that

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the Collateral Agent has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no default has occurred giving rise to the Secured Obligations becoming due and payable prior to their stated maturities. Nothing in this Section shall in any way limit the rights of the Collateral Agent hereunder.

(c) The Collateral Agent may sell the Collateral without giving any warranties as to the Collateral. The Collateral Agent may specifically disclaim or modify any warranties of title or the like. This procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral.

(d) The Collateral Agent shall have no obligation to marshal any of the Collateral.

9.2 Application of Proceeds. Except as expressly provided elsewhere in this Agreement and subject to the Intercreditor Agreement, all proceeds received by the Collateral Agent in the event that an Event of Default shall have occurred and be continuing and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1 of the Credit Agreement and in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral or any other “Collateral” (as defined in the Credit Agreement) (including, without limitation, any distribution in respect of a secured claim in any proceeding under any Debtor Relief Law) shall be applied in full or in part by the Collateral Agent against, the Secured Obligations in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all other reasonable expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith, and all amounts for which the Collateral Agent is entitled to indemnification hereunder (in its capacity as the Collateral Agent and not as a Lender) and all advances made by the Collateral Agent hereunder for the account of the applicable Grantor, and to the payment of all reasonable costs and expenses paid or incurred by the Collateral Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to the payment of all other Secured Obligations for the ratable benefit of the Secured Parties; and third, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Grantor or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

9.3 Sales on Credit. If Collateral Agent sells any of the Collateral upon credit, Grantor will be credited only with payments actually made by purchaser and received by Collateral Agent and applied to indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, Collateral Agent may resell the Collateral and Grantor shall be credited with proceeds of the sale.

9.4 Investment Related Property. Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Investment Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for their own

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account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. If the Collateral Agent determines to exercise its right to sell any or all of the Investment Related Property, upon written request, each Grantor shall and shall cause each issuer of any Pledged Stock to be sold hereunder, each partnership and each limited liability company from time to time to furnish to the Collateral Agent all such information as the Collateral Agent may request in order to determine the number and nature of interest, shares or other instruments included in the Investment Related Property which may be sold by the Collateral Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in effect.

9.5 Grant of Intellectual Property License.

For the purpose of enabling the Collateral Agent, during the continuance of an Event of Default, to exercise rights and remedies under Section 9 hereof at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Grantor hereby grants to the Collateral Agent, to the extent assignable, a non-exclusive license (exercisable without payment of royalty or other compensation to such Grantor), subject, in the case of trademarks and service marks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such trademarks and service marks, to use, license or sublicense, to the extent permitted under the licenses granting such Grantor rights therein, any intellectual property now owned or licensed or hereafter acquired, developed or created by such Grantor, wherever the same may be located; provided that (i) such license shall be subject to the rights of any licensee under any exclusive license granted prior to such Event of Default, to the extent such license is a Permitted Lien, and (ii) to the extent the foregoing license is a sublicense of such Grantor’s rights as licensee under any third party license, the license to the Collateral Agent shall be in accordance with any limitations in such third party license.

9.6 Intellectual Property.

(a) Anything contained herein to the contrary notwithstanding, in addition to the other rights and remedies provided herein, upon the occurrence and during the continuation of an Event of Default:

(i) the Collateral Agent shall have the right (but not the obligation) to bring suit or otherwise commence any action or proceeding in the name of any Grantor, the Collateral Agent or otherwise, in the Collateral Agent’s sole discretion, to enforce any Intellectual Property rights of such Grantor, in which event such Grantor shall, at the request of the Collateral Agent, do any and all lawful acts and execute any and all documents required by the Collateral Agent in aid of such enforcement, and such Grantor shall promptly, upon demand, reimburse and indemnify the Collateral Agent as provided in Section 12 hereof in connection with the exercise of its rights under this Section 9.6, and, to the extent that the Collateral Agent shall elect not to bring suit to enforce any Intellectual Property rights as provided in this Section 9.6, each Grantor

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agrees, at the Collateral Agent’s request, to use all reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement, misappropriation, dilution or other violation of any of such Grantor’s rights in the Intellectual Property by others and for that purpose agrees to diligently maintain any action, suit or proceeding against any Person so infringing, misappropriating, diluting or otherwise violating as shall be necessary to prevent such infringement, misappropriation, dilution or other violation;

(ii) upon written demand from the Collateral Agent, each Grantor shall grant, assign, convey or otherwise transfer to the Collateral Agent or such Collateral Agent’s designee all of such Grantor’s right, title and interest in and to any Intellectual Property included in the Collateral and shall execute and deliver to the Collateral Agent such documents as are necessary or appropriate to carry out the intent and purposes of this Agreement;

(iii) each Grantor agrees that such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that the Collateral Agent (or any other Secured Party) receives cash proceeds in respect of the sale of, or other realization upon, any such Intellectual Property;

(iv) within five (5) Business Days after written notice from the Collateral Agent, each Grantor shall make available to the Collateral Agent, to the extent within such Grantor’s power and authority, such personnel in such Grantor’s employ on the date of such Event of Default as the Collateral Agent may reasonably designate, by name, title or job responsibility, to permit such Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by such Grantor under or in connection with any Trademarks or Trademark Licenses, such persons to be available to perform their prior functions on the Collateral Agent’s behalf and to be compensated by the Collateral Agent at such Grantor’s expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default; and

(v) the Collateral Agent shall have the right to notify, or require each Grantor to notify, any obligors with respect to amounts due or to become due to such Grantor in respect of any Intellectual Property of such Grantor, of the existence of the security interest created herein, to direct such obligors to make payment of all such amounts directly to the Collateral Agent, and, upon such notification and at the expense of such Grantor, to enforce collection of any such amounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done;

(1) all amounts and proceeds (including checks and other instruments) received by Grantor in respect of amounts due to such Grantor in respect of the Collateral or any portion thereof shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over or delivered to the Collateral Agent in the same form as so received (with any necessary endorsement) to be held as cash Collateral and applied as provided by Section 9.7 hereof; and

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(2) Grantor shall not adjust, settle or compromise the amount or payment of any such amount or release wholly or partly any obligor with respect thereto or allow any credit or discount thereon.

(b) If (i) an Event of Default shall have occurred and, by reason of cure, waiver, modification, amendment or otherwise, no longer be continuing, (ii) no other Event of Default shall have occurred and be continuing, (iii) an assignment or other transfer to the Collateral Agent of any rights, title and interests in and to any Intellectual Property of such Grantor shall have been previously made and shall have become absolute and effective, and (iv) the Secured Obligations shall not have become immediately due and payable, upon the written request of any Grantor, the Collateral Agent shall promptly execute and deliver to such Grantor, at such Grantor’s sole cost and expense, such assignments or other transfer as may be necessary to reassign to such Grantor any such rights, title and interests as may have been assigned to the Collateral Agent as aforesaid, subject to any disposition thereof that may have been made by the Collateral Agent; provided, after giving effect to such reassignment, the Collateral Agent’s security interest granted pursuant hereto, as well as all other rights and remedies of the Collateral Agent granted hereunder, shall continue to be in full force and effect; and provided further, the rights, title and interests so reassigned shall be free and clear of any other Liens granted by or on behalf of the Collateral Agent and the Secured Parties.

9.7 Cash Proceeds; Deposit Accounts. Subject to the Intercreditor Agreement, if any Event of Default shall have occurred and be continuing, the Collateral Agent may give any notice of exclusive control or similar notice for any Control Account and apply the balance from any Control Account, or instruct the bank at which any Control Account is maintained to pay the balance of any Control Account, to or for the benefit of the Collateral Agent to be applied in accordance with the terms of this Agreement and the Credit Agreement.

SECTION 10. COLLATERAL AGENT.

The Collateral Agent has been appointed to act as Collateral Agent hereunder by Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The Collateral Agent shall be obligated, and shall have the right hereunder, to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement. In furtherance of the foregoing provisions of this Section, each Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to realize upon any of the Collateral hereunder, it being understood and agreed

by such Secured Party that all rights and remedies hereunder may be exercised solely by the Collateral Agent for the benefit of Secured Parties in accordance with the terms of this Section. The provisions of the Credit Agreement relating to the Collateral Agent including, without limitation, the provisions relating to resignation or removal of the Collateral Agent and the powers and duties and immunities of the Collateral Agent are incorporated herein by this reference and shall survive any termination of the Credit Agreement.

SECTION 11. CONTINUING SECURITY INTEREST; TRANSFER OF LOANS.

This Agreement shall create a continuing security interest in the Collateral, shall remain in full force and effect until the payment in full of all Secured Obligations (other than unasserted indemnification, tax gross-up, expense reimbursement or yield protection obligations) and the cancellation or termination of the Commitments, and shall be binding upon each Grantor, its successors and assigns, and inure, together with the rights and remedies of the Collateral Agent

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hereunder, to the benefit of the Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Credit Agreement, any Lender may assign or otherwise transfer any Loans held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lenders herein or otherwise. Upon the payment in full of all Secured Obligations (other than unasserted indemnification, tax gross-up, expense reimbursement or yield protection obligations) and the cancellation or termination of the Commitments, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Collateral shall revert to the Grantors. Upon any such termination the Collateral Agent shall, at the Grantors’ expense, execute and deliver to the Grantors or otherwise authorize the filing of such documents as the Grantors shall reasonably request, including financing statement amendments and/or releases and/or reassignments of Intellectual Property included in the Collateral in the form appropriate for recording in the U.S. Patent and Trademark Office, U.S. Copyright Office, and other applicable Intellectual Property registry where the Collateral Agent’s security interest may have been recorded, to evidence such termination. Upon any disposition of property permitted by the Credit Agreement, the Liens granted herein shall be deemed to be automatically released and such property shall automatically revert to the applicable Grantor with no further action on the part of any Person. In addition, the Collateral shall be released or subordinated as provided in Sections 9.8(c), (d) and (f) and 7.12 of the Credit Agreement. The Collateral Agent shall, at the applicable Grantor’s expense, execute and deliver or otherwise authorize the filing of such documents as such Grantor shall reasonably request, in form and substance reasonably satisfactory to the Collateral Agent, including financing statement amendments to evidence such release.

SECTION 12. STANDARD OF CARE; COLLATERAL AGENT MAY PERFORM.

The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the exercise of reasonable care in the custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property. Neither the Collateral Agent nor any of its directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise

dispose of any Collateral upon the request of any Grantor or otherwise. If any Grantor fails to perform any agreement contained herein, the Collateral Agent may itself perform, or cause performance of, such agreement, and the expenses of the Collateral Agent incurred in connection therewith shall be payable by each Grantor under Section 10.2 of the Credit Agreement.

SECTION 13. MISCELLANEOUS.

Any notice required or permitted to be given under this Agreement shall be given in accordance with Section 10.1 of the Credit Agreement. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with Section 10.5 of the Credit Agreement; provided, however, that (i) schedules to this Agreement may be supplemented or amended at any time by any Grantor through Pledge Supplements (but no other existing provisions of this Agreement may be modified and no Collateral may be released (except as provided in Section 11 hereof), in each case solely through

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Pledge Supplements) and (ii) schedules to the Collateral Questionnaire may be supplemented or amended at any time by any Grantor by written notice thereof to Collateral Agent. No failure or delay on the part of the Collateral Agent in the exercise of any power, right or privilege hereunder or under any other Credit Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege. All rights and remedies existing under this Agreement and the other Credit Documents are cumulative to, and not exclusive of, any rights or remedies otherwise available. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists. This Agreement shall be binding upon and inure to the benefit of the Collateral Agent and the Grantors and their respective successors and assigns. No Grantor shall, without the prior written consent of the Collateral Agent given in accordance with the Credit Agreement, assign any right, duty or obligation hereunder. This Agreement and the other Credit Documents embody the entire agreement and understanding between the Grantors and the Collateral Agent and supersede all prior agreements and understandings between such parties relating to the subject matter hereof and thereof. Accordingly, the Credit Documents may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties. This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.

THIS AGREEMENT 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).

THE PROVISIONS OF THE CREDIT AGREEMENT UNDER THE HEADINGS “CONSENT TO JURISDICTION” AND “WAIVER OF JURY TRIAL” ARE INCORPORATED HEREIN BY THIS REFERENCE AND SUCH INCORPORATION SHALL SURVIVE ANY TERMINATION OF THE CREDIT AGREEMENT.

Notwithstanding anything herein to the contrary, the liens and security interests granted to the Collateral Agent pursuant to this Agreement in respect of the Common Collateral and the exercise of any right or remedy by the Collateral Agent hereunder in respect of the Common Collateral, in each case, with respect to such Common Collateral are subject to the limitations and provisions of the Intercreditor Agreement. In the event of any inconsistency

30

between the terms or conditions of this Agreement (other than Section 2) and the terms and conditions of the Intercreditor Agreement, the terms and conditions of the Intercreditor Agreement shall control.

[Remainder of page intentionally left blank]

31

IN WITNESS WHEREOF, each Grantor and the Collateral Agent have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

J. C. PENNEY COMPANY, INC., as Grantor
By:	/s/ Kenneth Hannah
Name: Kenneth Hannah
Title: Executive Vice President and Chief Financial Officer
J. C. PENNEY CORPORATION, INC., as Grantor
By:	/s/ Kenneth Hannah
Name: Kenneth Hannah
Title: Executive Vice President and Chief Financial Officer
J. C. PENNEY PURCHASING CORPORATION, as Grantor
By:	/s/ Windon Chau
Name: Windon Chau
Title: VP, Treasurer
JCP REAL ESTATE HOLDINGS, INC., as Grantor
By:	/s/ Windon Chau
Name: Windon Chau
Title: VP, Treasurer
J. C. PENNEY PROPERTIES, INC., as Grantor
By:	/s/ Windon Chau
Name: Windon Chau
Title: VP, Treasurer

Pledge and Security Agreement

GOLDMAN SACHS BANK USA, as Collateral Agent
By:	/s/ Sean Gilbride
	Authorized Signatory

Pledge and Security Agreement

SCHEDULE 5.2

TO PLEDGE AND SECURITY AGREEMENT

COLLATERAL IDENTIFICATION

I. INTELLECTUAL PROPERTY

(A) Copyrights

Owner	Title	Copyright Serial No. (“CSN”) Serial Publication Year	Registration No.
J.C. Penney Company, Inc.	JC Penney today.	CSN0079730 1988	TX0002435333
The Forum Corporation of North America & J. C. Penney	Customer focused selling program—J C Penney : J C Penney face-to-face.		TX0001754461 1985
J.C. Penney & Riddle Manufacturing, Inc.	Alaska : no. AK0003.		VA0000671037 1994
J.C. Penney Company, Inc.	Penney News / editor-in-chief, Robert M. Fisher … [et al.].	CSN0005887 1978	TX0000050687 TX0000109454 TX0000089924 TX0000092886 TX0000094856 TX0000091394 TX0000119494 TX0000140920
J.C. Penney Company, Inc.	Penney News / editor-in-chief, Robert M. Fisher … [et al.].	CSN0005887 1977	TX0000045393
J.C. Penney Company, Inc.	Penney News / editor-in-chief, Robert M. Fisher … [et al.].	CSN0005888 1978	TX0000063293 TX0000109453 TX0000089925 TX0000096126 TX0000094855 TX0000091393 TX0000119496 TX0000140919
J.C. Penney Company, Inc.	Penney News / editor-in-chief, Robert M. Fisher … [et al.].	CSN0005888 1977	TX0000045394 TX0000045392
J.C. Penney Company, Inc.	Penney News / regional editor (Southeastern), Lawrence J. Gavrich … [et al.].	CSN0005889 1978	TX0000063294
J.C. Penney Company, Inc.	Penney News / regional editor (Southeastern), Lawrence J. Gavrich … [et al.].	CSN0005889 1977	TX0000045395 TX0000045391
J.C. Penney Company	Financial services report : a publication for J C Penney financial services management associates.	CSN0049824 1983	TX0001135652
J.C. Penney Company, Inc.	JC Penney management report : a monthly newsletter to keep all Penney management associates informed of current developments.	CSN0003921 1997	TX0004492394 TX0004492392 TX0004492391 TX0004492393

Owner	Title	Copyright Serial No. (“CSN”) Serial Publication Year	Registration No.
J.C. Penney Company, Inc.	JC Penney management report : a monthly newsletter to keep all Penney management associates informed of current developments.	CSN0003921 1996	TX0004283408 TX0004283410 TX0004283409 TX0004361805 TX0004361806 TX0004361807 TX0004361621 TX0004492396 TX0004492397 TX0004492395
J.C. Penney Company, Inc.	JC Penney management report : a monthly newsletter to keep all Penney management associates informed of current developments.	CSN0003921 1995	TX0004149562 TX0004149563 TX0004182864 TX0004182863 TX0004182865
J.C. Penney Company, Inc.	JC Penney management report : a monthly newsletter to keep all Penney management associates informed of current developments.	CSN0003921 1994	TX0003987051 TX0003987053 TX0003987052 TX0003987049 TX0003987050
J.C. Penney Company, Inc.	JC Penney management report : a monthly newsletter to keep all Penney management associates informed of current developments.	CSN0003921 1993	TX0003573858 TX0003831167 TX0003831166 TX0003831165 TX0003831164 TX0003831163 TX0003831162
J.C. Penney Company, Inc.	JC Penney management report : a monthly newsletter to keep all Penney management associates informed of current developments.	CSN0003921 1992	TX0003285446 TX0003340775 TX0003305190 TX0003340776 TX0003350308 TX0003573861 TX0003573860 TX0003573859
J.C. Penney Company, Inc.	JC Penney management report : a monthly newsletter to keep all Penney management associates informed of current developments.	CSN0003921 1985	TX0001590281 TX0001568875 TX0001568874 TX0001600415 TX0001608027 TX0001637323 TX0001636563 TX0001682222 TX0001725541
J.C. Penney Company, Inc.	JC Penney management report : a monthly newsletter to keep all Penney management associates informed of current developments.	CSN0003921 1984	TX0001273193 TX0001337445 TX0001332883 TX0001361149 TX0001381753 TX0001392894

2

Owner	Title	Copyright Serial No. (“CSN”) Serial Publication Year	Registration No.
			TX0001431122 TX0001445020 TX0001483686
J.C. Penney Company, Inc.	JC Penney management report : a monthly newsletter to keep all Penney management associates informed of current developments.	CSN0003921 1983	TX0001075753 TX0001086624 TX0001108023 TX0001134070 TX0001154020 TX0001171088 TX0001186527 TX0001208358 TX0001242509 TX0001311069
J.C. Penney Company, Inc.	JC Penney management report : a monthly newsletter to keep all Penney management associates informed of current developments.	CSN0003921 1982	TX0000856581 TX0000898569 TX0000928379 TX0000942307 TX0000963522 TX0000999790 TX0000999791 TX0000995089 TX0001012728 TX0001029488 TX0001056289
J.C. Penney Company, Inc.	JC Penney management report : a monthly newsletter to keep all Penney management associates informed of current developments.	CSN0003921 1981	TX0000708278
J.C. Penney Company, Inc.	JC Penney management report : a monthly newsletter to keep all Penney management associates informed of current developments.	CSN0003921 1980	TX0000415866 TX0000463002 TX0000525370 TX0000541400 TX0000731302 TX0000595966
J.C. Penney Company, Inc.	JC Penney management report : a monthly newsletter to keep all Penney management associates informed of current developments.	CSN0003921 1979	TX0000189229 TX0000194240 TX0000223414 TX0000240274 TX0000267587 TX0000306430 TX0000323105 TX0000337145 TX0000363388
J.C. Penney Company, Inc.	JC Penney management report : a monthly newsletter to keep all Penney management associates informed of current developments.	CSN0003921 1978	TX0000063664 TX0000090829 TX0000089308 TX0000095743 TX0000129914 TX0000059548 TX0000087983 TX0000117829

3

Owner	Title	Copyright Serial No. (“CSN”) Serial Publication Year	Registration No.
			TX0000133927 TX0000149392 TX0000165203
J.C. Penney Company, Inc.	JC Penney management report : a monthly newsletter to keep all Penney management associates informed of current developments.	CSN0003921 1977	TX0000040488
J.C. Penney Company, Inc.	JC Penney financial services : a quarterly newsletter / Robert M. Fisher, editor].	CSN0011561 1980
J.C. Penney Company, Inc.	JC Penney financial services : a quarterly newsletter / Robert M. Fisher, editor].	CSN0011561 1979	TX0000225136 TX0000389100
J.C. Penney Company, Inc.	JC Penney financial services : a quarterly newsletter / Robert M. Fisher, editor].	CSN0011561 1978	TX0000095714 TX0000153612
J.C. Penney Company, Inc.	JC Penney today.	CSN0011562 1978	TX0000153614 TX0000176284
J.C. Penney Company, Inc.	JC Penney today / [editor-in-chief, Robert M. Fisher … et al.].	CSN0011562 1980	TX0000411190 TX0000433111 TX0000531120 TX0000443269 TX0000496800 TX0000537503 TX0000537506
J.C. Penney Company, Inc.	JC Penney today / [editor-in-chief, Robert M. Fisher … et al.].	CSN0011562 1979	TX0000197108 TX0000224532 TX0000267257 TX0000307939 TX0000307940 TX0000328012 TX0000340409 TX0000356323 TX0000377557
J.C. Penney Company, Inc.	JC Penney today.	CSN0011563 1978	TX0000153613 TX0000176285
J.C. Penney Company, Inc.	JC Penney today / [editor-in-chief, Robert M. Fisher … et al.].	CSN0011563 1980	TX0000411105 TX0000433113 TX0000443268 TX0000496801 TX0000537504
J.C. Penney Company, Inc.	JC Penney today / [editor-in-chief, Robert M. Fisher … et al.].	CSN0011563 1979	TX0000197107 TX0000224533 TX0000267256 TX0000307942 TX0000307941 TX0000328013 TX0000340408 TX0000356324 TX0000377558
J.C. Penney Company, Inc.	Penney news.	CSN0012844 1978	TX0000119497

4

Owner	Title	Copyright Serial No. (“CSN”) Serial Publication Year	Registration No.
J.C. Penney Company, Inc.	Penney news.	CSN0012845 1978	TX0000119495
J.C. Penney Company, Inc.	PenneyPAC report : a special suppl. of the J. C. Penney management rept. for profit-sharing associates / [prepared for the company’s Political Action Committee (PenneyPAC) …].	CSN0056900 1984	TX0001364311
J.C. Penney Company, Inc.	Minority business scope : the J C Penney minority economic development newsletter.	CSN0065746 1993	TX0003576922
J.C. Penney Company, Inc.	Minority business scope : the J C Penney minority economic development newsletter.	CSN0065746 1992	TX0003576921
J.C. Penney Company, Inc.	Minority business scope : the J C Penney minority economic development newsletter.	CSN0065746 1991	TX0003204670 TX0003200201
J.C. Penney Company, Inc.	Minority business scope : the J C Penney minority economic development newsletter.	CSN0065746 1990	TX0003062887
J.C. Penney Company, Inc.	Minority business scope : the J C Penney minority economic development newsletter.	CSN0065746 1989	TX0002545444 TX0002701839
J.C. Penney Company, Inc.	Minority business scope : the J C Penney minority economic development newsletter.	CSN0065746 1988	TX0002446617
J.C. Penney Company, Inc.	Minority business scope : the J C Penney minority economic development newsletter.	CSN0065746 1987	TX0002089154
J.C. Penney Company, Inc.	Minority business scope : the J C Penney minority economic development newsletter.	CSN0065746 1986	TX0001819508 TX0001911516
J.C. Penney Company, Inc.	Pennsylvania PenneyPAC newsline.	CSN0088113 1990	TX0002793806
J.C. Penney Company, Inc.	Focus 2000 : visions of diversity at J. C. Penney.	CSN0108046 1994	TX0003824889 TX0003929012 TX0003895531
J.C. Penney Company, Inc.	Focus 2000 : visions of diversity at J. C. Penney.	CSN0108046 1993	TX0003824885 TX0003824886 TX0003824887 TX0003824888
J.C. Penney Company, Inc.	1900—the year time changed / written & produced by Mary P. Manilla.		PA0000125220 1978
J.C. Penney Company, Inc.	Fashion comes to life.		PA0000498103 1990
J.C. Penney Company, Inc.	Jobs for Connecticut’s future / producers, Peter Foley, Margaret Gardiner, B. L. Harman, Laura Shuler ; directed by Doug Snyder.		PAu000831411 1986

5

Owner	Title	Copyright Serial No. (“CSN”) Serial Publication Year	Registration No.
J.C. Penney Company, Inc.	Jobs for Connecticut’s future.		PAu000831413 1986
J.C. Penney Company, Inc.	Holiday I.		PAu001694180 1992
J.C. Penney Company, Inc.	Holiday II.		PAu001694183 1992
J.C. Penney Company, Inc.	Seven days.		PAu001694187 1992
J.C. Penney Company, Inc.	Decoration.		PAu001694189 1992
J.C. Penney Company, Inc.	Service.		PAu001694190 1992
J.C. Penney Company, Inc.	Running : getting started / written by Allen Selner [i.e. Allen J. Selner] ; foreword by Bill Toomey for J. C. Penney ; [designed and illustrated by Ed Tadiello].		TX0000345271 1979
J.C. Penney Company, Inc.	Let’s write well : memos & letters / by Louise Lytle Patterson.		TX0000965543 1982
J.C. Penney Company, Inc.	JC Penney general management position questionnaire.		TX0001727407 1985
J.C. Penney Company, Inc.	J.C. Penney Company, Inc., a century of timeless values / Vanessa Castagna.		TX0005609330 2002
J.C. Penney Company, Inc.	Runners clinic manual.		TXu000027428 1979
J.C. Penney Company, Inc.	JC Penney affirmative action program : equal employment opportunity.		TXu000213033 1984
J.C. Penney Company, Inc.	JC Penney retail/catalog packaging manual for import merchandise.		TXu000289091 1987
J.C. Penney Company, Inc.	Country borders.		VAu000068800 1983
J.C. Penney, Inc.	Advanced focus report generation.		TX0002847950 1990
J.C. Penney, Inc.	Focus databases.		TX0002847951 1990
J.C. Penney, Inc.	Introduction to virtual machine (VM) and conversational monitor system (CMS)		TX0002847952 1990
J.C. Penney, Inc.	J.C. Penney microcomputer user guide.		TX0002847953 1990
J.C. Penney, Inc.	Beginning focus report generation DSS user support.		TX0002847954 1990
J.C. Penney, Inc.	PC DOS-advanced : student handbook.		TX0002847955 1990
J.C. Penney Purchasing Corporation.	Earring & 496 other titles.		See titles on Appendix A

6

(B) Copyright Licenses

None.

(C) Patents

None.

(D) Patent Licenses

None.

(E) Trademarks

U.S. and State Trademarks:

Trademark	Jurisdiction	Application No. Application Date	Registration No. Registration Date	Owner Name
AZJEANS	U.S. Federal	77068147 12/20/06	3454502 6/24/08	J. C. Penney Corporation, Inc.
Design Only	U.S. Federal	78969879 9/8/06	3242553 5/15/07	J. C. Penney Corporation, Inc.
DISCOVER THE REAL SECRET	U.S. Federal	85104972 8/11/10	4037300 10/11/11	J. C. Penney Corporation, Inc.
EVERY DAY MATTERS	U.S. Federal	77029704 10/26/06	3307978 10/9/07	J. C. Penney Corporation, Inc.
FINDMORE	U.S. Federal	77925900 2/2/10	3895342 12/21/10	J. C. Penney Corporation, Inc.
FLIPPED TV	U.S. Federal	77245633 8/2/07	3417474 4/29/08	J. C. Penney Corporation, Inc.

7

Trademark	Jurisdiction	Application No. Application Date	Registration No. Registration Date	Owner Name
FLIPPED TV	U.S. Federal	77243427 7/31/07	3417456 4/29/08	J. C. Penney Corporation, Inc.
FREE & EASY RETURNS	U.S. Federal	77349093 12/11/07	3491842 8/26/08	J. C. Penney Corporation, Inc.
JCP	U.S. Federal	77436915 4/1/08	3505202 9/23/08	J. C. Penney Corporation, Inc.
JCPENNEY WINNING TOGETHER	U.S. Federal	78708815 9/8/05	3225936 4/3/07	J. C. Penney Corporation, Inc.
JOY OF GIVING	U.S. Federal	77847707 10/13/09	3795765 6/1/10	J. C. Penney Corporation, Inc.
KNOW BEFORE YOU GO	U.S. Federal	77349240 12/11/07	3471788 7/22/08	J. C. Penney Corporation, Inc.
NEW LOOK. NEW DAY. WHO KNEW.	U.S. Federal	77942685 2/23/10	3895410 12/21/10	J. C. Penney Corporation, Inc.
PRESENT COMPANY	U.S. Federal	85733284 9/19/12		J. C. Penney Corporation, Inc.
PRESENT COMPANY	U.S. Federal	76660276 5/19/06	3226539 4/10/07	J. C. Penney Corporation, Inc.
SHIP TO STORE	U.S. Federal	77349118 12/11/07	3471787 7/22/08	J. C. Penney Corporation, Inc.

8

Trademark	Jurisdiction	Application No. Application Date	Registration No. Registration Date	Owner Name
SHOP WITH OPTIONS	U.S. Federal	77349060 12/11/07	3471782 7/22/08	J. C. Penney Corporation, Inc.
THE SQUARE	U.S. Federal	85601451 4/18/12		J. C. Penney Corporation, Inc.
THE STREET	U.S. Federal	85601477 4/18/12		J. C. Penney Corporation, Inc.
Design Only	U.S. Federal	85869910 3/7/13		J. C. Penney Purchasing Corporation
ESTATE BY MONET	U.S. Federal	78632035 5/18/05	3211900 2/20/07	J. C. Penney Purchasing Corporation
JCP	U.S. Federal	85706773 8/17/12		J. C. Penney Purchasing Corporation
JCP EVERYDAY	U.S. Federal	85771696 11/5/12		J. C. Penney Purchasing Corporation
M	U.S. Federal	77894678 12/16/09	4013113 8/16/11	J. C. Penney Purchasing Corporation
MONET	U.S. Federal	73300467 3/9/81	1209655 9/21/82	J. C. Penney Purchasing Corporation
THE FOUNDRY	U.S. Federal	85173481 11/10/10		J. C. Penney Purchasing Corporation
THE FOUNDRY	U.S. Federal	85173366 11/10/10		J. C. Penney Purchasing Corporation
THE FOUNDRY SUPPLY CO.	U.S. Federal	85171412 11/8/10		J. C. Penney Purchasing Corporation
THE FOUNDRY SUPPLY CO.	U.S. Federal	85171702 11/8/10		J. C. Penney Purchasing Corporation
HAZ TUYA LA MAGIA	U.S. Federal	76324379 10/12/01	2637268 10/15/02	J. C. Penney Purchasing Corporation
JC PENNEY	U.S. Federal	72383100 2/8/71	0949595 1/2/73	J. C. Penney Purchasing Corporation

9

Trademark	Jurisdiction	Application No. Application Date	Registration No. Registration Date	Owner Name
MONET	U.S. Federal	72109807 12/7/60	0719979 8/15/61	J. C. Penney Purchasing Corporation
STAFFORD	U.S. Federal	73631706 21-Nov-1986	1502274 30-Aug-1988	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
BIG MAC	U.S. Federal	73277504 11-Sep-1980	1210578 28-Sep-1982	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
I SAID YES	U.S. Federal	85105315 11-Aug-2010	4053862 08-Nov-2011	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
I SAID YES!	U.S. Federal	85105452 11-Aug-2010	4053863 08-Nov-2011	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
UPROAR	U.S. Federal	77963573 19-Mar-2010	4003383 26-Jul-2011	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
ONE KISS	U.S. Federal	77916638 21-Jan-2010	3986591 28-Jun-2011	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
ARTICLE 365	U.S. Federal	77904203 04-Jan-2010	3901866 04-Jan-2011	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
ARTICLE 365	U.S. Federal	77904216 04-Jan-2010	3901867 04-Jan-2011	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
SHE SAID	U.S. Federal	77622498 26-Nov-2008	3854400 28-Sep-2010	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
TOWNCRAFT	U.S. Federal	72210343 21-Jan-1965	0797853 19-Oct-1965	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
AMBRIELLE	U.S. Federal	77311027 23-Oct-2007	3426724 13-May-2008	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
SLEEK ONE	U.S. Federal	77293947 02-Oct-2007	3522102 21-Oct-2008	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.

10

Trademark	Jurisdiction	Application No. Application Date	Registration No. Registration Date	Owner Name
A SENSUAL INDULGENCE FOR EVERY BODY	U.S. Federal	77293977 02-Oct-2007	3426681 13-May-2008	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
DECREE	U.S. Federal	77294001 02-Oct-2007	3499959 09-Sep-2008	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
A II Z	U.S. Federal	77219207 29-Jun-2007	3477724 29-Jul-2008	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
COOKS JCP HOME	U.S. Federal	77188078 23-May-2007	3463639 08-Jul-2008	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
STUDIO JCP HOME	U.S. Federal	77188098 23-May-2007	3517367 14-Oct-2008	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
STUDIO	U.S. Federal	77153785 11-Apr-2007	3868960 02-Nov-2010	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
OPTIMUM BODY	U.S. Federal	77141009 27-Mar-2007	3419476 29-Apr-2008	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
CHLOE ALEXANDER	U.S. Federal	77116822 27-Feb-2007	3386120 19-Feb-2008	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
DIAMONART	U.S. Federal	77032232 30-Oct-2006	3330291 06-Nov-2007	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
SIMPLY COZY	U.S. Federal	77024585 19-Oct-2006	3502199 16-Sep-2008	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
STUDIO BY JCPENNEY HOME COLLECTION	U.S. Federal	78909790 16-Jun-2006	3255709 26-Jun-2007	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
EAST5TH	U.S. Federal	78872228 28-Apr-2006	3332532 06-Nov-2007	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
SMOOTH REVOLUTION	U.S. Federal	78830142 06-Mar-2006	3309547 09-Oct-2007	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
FLIRTITUDE	U.S. Federal	78830179 06-Mar-2006	3353951 11-Dec-2007	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.

11

Trademark	Jurisdiction	Application No. Application Date	Registration No. Registration Date	Owner Name
AMBRIELLE ESSENTIALS	U.S. Federal	78830194 06-Mar-2006	3280911 14-Aug-2007	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
AMBRIELLE MYSTIQUE	U.S. Federal	78830284 06-Mar-2006	3280912 14-Aug-2007	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
A.N.A A NEW APPROACH	U.S. Federal	78736896 20-Oct-2005	3204677 30-Jan-2007	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
AMBRIELLE	U.S. Federal	78737281 20-Oct-2005	3280794 14-Aug-2007	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
A NEW APPROACH	U.S. Federal	78718423 22-Sep-2005	3248534 29-May-2007	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
A NEW APPROACH	U.S. Federal	78718434 22-Sep-2005	3190205 26-Dec-2006	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
A.N.A.	U.S. Federal	78688663 09-Aug-2005	3188227 19-Dec-2006	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
TWISTED BOOT	U.S. Federal	78653854 20-Jun-2005	3166681 31-Oct-2006	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
ZONZ	U.S. Federal	76547614 26-Sep-2003	N/A	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
MAGIC PRINT	U.S. Federal	76280470 05-Jul-2001	2644342 29-Oct-2002	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
PROTOCOL	U.S. Federal	74212407 15-Oct-1991	1703294 28-Jul-1992	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
STAFFORD	U.S. Federal	73701325 16-Dec-1987	1510969 01-Nov-1988	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
ST. JOHN’S BAY	U.S. Federal	73636097 18-Dec-1986	1455438 01-Sep-1987	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
THE JCPENNEY TOWEL	U.S. Federal	73600741 27-May-1986	1421983 23-Dec-1986	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.

12

Trademark	Jurisdiction	Application No. Application Date	Registration No. Registration Date	Owner Name
TOWNCRAFT	U.S. Federal	73573635 16-Dec-1985	1404163 05-Aug-1986	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
BIG MAC	U.S. Federal	72448221 09-Feb-1973	0977365 22-Jan-1974	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
STUDIO BY JCPENNEY HOME COLLECTION	U.S. Federal	77154086 11-Apr-2007	3351801 11-Dec-2007	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
QUICK-DRI	U.S. Federal	76520153 23-May-2003	2915349 28-Dec-2004	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
STJOHN’SBAY	U.S. Federal	73706932 22-Jan-1988	1503930 13-Sep-1988	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
CITY STREETS	U.S. Federal	73462812 27-Jan-1984	1319486 12-Feb-1985	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
OKIE-DOKIE	U.S. Federal	73541031 03-Jun-1985	1402245 22-Jul-1986	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
TOWNCRAFT	U.S. Federal	71247084 07-Apr-1927	0231906 30-Aug-1927	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
LIZ BAKER	U.S. Federal	74035481 02-Mar-1990	1794025 21-Sep-1993	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
THE ORIGINAL ARIZONA JEAN COMPANY	U.S. Federal	73826188 18-Sep-1989	1636195 26-Feb-1991	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
MOSS CREEK TRADERS	U.S. Federal	73404549 02-Dec-1982	1272850 03-Apr-1984	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
STAFFORD	U.S. Federal	73344864 08-Jan-1982	1275257 24-Apr-1984	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
ADONNA	U.S. Federal	71321549 27-Nov-1931	0292573 15-Mar-1932	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.

13

Trademark	Jurisdiction	Application No. Application Date	Registration No. Registration Date	Owner Name
THE ORIGINAL ARIZONA JEAN COMPANY	U.S. Federal	74681437 30-May-1995	1978252 04-Jun-1996	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
PRO-TEC-SUN	U.S. Federal	77861171 30-Oct-2009	3998879 19-Jul-2011	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
THE ORIGINAL ARIZONA JEAN COMPANY	U.S. Federal	74288799 25-Jun-1992	1755461 02-Mar-1993	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
LISETTE	U.S. Federal	75323165 11-Jul-1997	2197706 20-Oct-1998	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
BRIGHT FUTURE	U.S. Federal	75320236 07-Jul-1997	2195308 13-Oct-1998	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
SO SOFT BY 9-2-5	U.S. Federal	74083989 30-Jul-1990	1653741 13-Aug-1991	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
WORTHINGTON	U.S. Federal	73646168 24-Feb-1987	1486179 26-Apr-1988	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
UNDERSCORE	U.S. Federal	73632087 24-Nov-1986	1449840 28-Jul-1987	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
ALICIA	U.S. Federal	73412712 07-Feb-1983	1273663 10-Apr-1984	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
HUNT CLUB	U.S. Federal	73331560 07-Oct-1981	1221838 28-Dec-1982	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
SUITED SEPARATES	U.S. Federal	73290901 23-Dec-1980	1208556 14-Sep-1982	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
DIVIDEND DOZEN	U.S. Federal	73245788 11-Jan-1980	1174285 20-Oct-1981	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
SUBTLE SHAPER	U.S. Federal	72393200 26-May-1971	0956534 03-Apr-1973	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.

14

Trademark	Jurisdiction	Application No. Application Date	Registration No. Registration Date	Owner Name
BIG MAC	U.S. Federal	71167191 21-Jul-1922	0164833 27-Feb-1923	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
OKIE-DOKIE	U.S. Federal	75327048 18-Jul-1997	2195381 13-Oct-1998	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
PAR-FOUR	U.S. Federal	73409187 13-Jan-1983	1270847 20-Mar-1984	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
ST JOHN’S BAY	U.S. Federal	73404842 06-Dec-1982	1282573 19-Jun-1984	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
LIZ BAKER	U.S. Federal	73411929 02-Feb-1983	1276301 01-May-1984	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
GREAT CONNECTIONS	U.S. Federal	73449355 24-Oct-1983	1298926 02-Oct-1984	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
BIG MAC	U.S. Federal	72243012 08-Apr-1966	0824962 28-Feb-1967	J.C. Penney Purchasing Corporation, as successor to J. C. Penney Private Brands, Inc.
AZ	U.S. State		44119 4/30/00	J. C. Penney Company, Inc.
LITTLE ARIZONA	U.S. State		44122 4/30/00	J. C. Penney Company, Inc.
THE ORIGINAL ARIZONA JEAN CO.	U.S. State		44121 4/30/00	J. C. Penney Company, Inc.
ZONZ	U.S. State		44120 4/30/00	J. C. Penney Company, Inc.
A.N.A. A NEW APPROACH	U.S. State		68607 4/26/06	J. C. Penney Company, Inc.
A.N.A. APPROACH	U.S. State		68608 4/26/06	J. C. Penney Company, Inc.

Foreign Trademarks:

Trademark	Jurisdiction	Application No. Application Date	Registration No. Registration Date	Owner Name
EAST FIFTH	Bangladesh	98675 5/7/06		BELTS J C PENNEY CORPORATION
ADONNA	Bangladesh	40384 4/19/94		J C PENNEY COMPANY

15

Trademark	Jurisdiction	Application No. Application Date	Registration No. Registration Date	Owner Name
ADONNA WOMAN	Bangladesh	40385 4/19/94		J C PENNEY COMPANY
CITY STREETS	Bangladesh	42318 11/22/94		J C PENNEY COMPANY
JACQUELINE FERRAR	Bangladesh	56801 8/26/98		J C PENNEY COMPANY
OKIE DOKIE	Bangladesh	40387 4/19/94		J C PENNEY COMPANY
THE ORIGINAL ARIZONA JEAN COMPANY	Bangladesh	42319 11/22/94		J C PENNEY COMPANY
a.n.a. a new approach	Bangladesh	98671 5/7/06		J C PENNEY CORPORATION
Al Quds	Bangladesh	98883 4/12/06		J C PENNEY CORPORATION
AMBRIELLE	Bangladesh	98677 5/7/06		J C PENNEY CORPORATION
AMBRIELLE	Bangladesh	98669 5/7/06		J C PENNEY CORPORATION
EAST FIFTH	Bangladesh	98676 5/7/06		J C PENNEY CORPORATION
FLIRTITUDE	Bangladesh	98678 5/7/06		J C PENNEY CORPORATION
FLIRTITUDE	Bangladesh	98670 5/7/06		J C PENNEY CORPORATION
A.N.A A NEW APPROACH	Bolivia	1986-2006 5/26/06	106527 C 11/23/06	J. C. PENNEY CORPORATION, INC.
A.N.A A NEW APPROACH	Bolivia	1987-2006 5/26/06	106526 C 11/23/06	J. C. PENNEY CORPORATION, INC.
A.N.A A NEW APPROACH	Bolivia	1325-2006 4/11/06	106634 C 11/27/06	J. C. PENNEY CORPORATION, INC.
AMBRIELLE	Bolivia	1985-2006 5/26/06	106528 C 11/23/06	J. C. PENNEY CORPORATION, INC.
AMBRIELLE	Bolivia	1328-2006 4/11/06	106681 C 11/28/06	J. C. PENNEY CORPORATION, INC.
EAST FIFTH	Bolivia	1983-2006 5/26/06	106620 C 11/27/06	J. C. PENNEY CORPORATION, INC.
EAST FIFTH	Bolivia	1326-2006 4/11/06	106635 C 11/27/06	J. C. PENNEY CORPORATION, INC.
FLIRTITUDE	Bolivia	1984-2006 5/26/06		J. C. PENNEY CORPORATION, INC.
FLIRTITUDE	Bolivia	1327-2006 4/11/06	106636 C 11/27/06	J. C. PENNEY CORPORATION, INC.
NEW MOVES	Bolivia	2890-1995 8/1/95	67915 C 10/6/98	J. C. PENNEY CORPORATION, INC.
A.N.A. A NEW APPROACH	Brazil	828327998 4/28/06		J. C. PENNEY CORPORATION, INC.
AMBRIELLE	Brazil	828327947 4/28/06	828327947 4/1/08	J. C. PENNEY CORPORATION, INC.

16

Trademark	Jurisdiction	Application No. Application Date	Registration No. Registration Date	Owner Name
AMBRIELLE	Brazil	828328099 4/28/06	828328099 4/1/08	J. C. PENNEY CORPORATION, INC.
EAST FIFTH	Brazil	828328056 4/28/06	828328056 4/1/08	J. C. PENNEY CORPORATION, INC.
EAST FIFTH	Brazil	828328072 4/28/06	828328072 4/1/08	J. C. PENNEY CORPORATION, INC.
ST. JOHN’S BAY	Canada	054585200	TMA326120	J. C. PENNEY CORPORATION, INC.
CABIN CREEK	Chile	713787 12/30/94	761197 1/10/96	J. C. PENNEY CORPORATION, INC.
OKIE DOKIE	Chile	713786 4/3/95	761196 4/2/96	J. C. PENNEY CORPORATION, INC.
A.N.A A NEW APPROACH	China	5493666 7/21/06	5493666 11/7/09	J.C.PENNEY PURCHASING CORPORATION
A.N.A A NEW APPROACH	China	5493667 7/21/06	5493667 11/28/09	J.C.PENNEY PURCHASING CORPORATION
A.N.A A NEW APPROACH	China	5493668 7/21/06	5493668 9/7/09	J.C.PENNEY PURCHASING CORPORATION
A.N.A A NEW APPROACH	China	5493669 7/21/06	5493669 9/7/09	J.C.PENNEY PURCHASING CORPORATION
AMBRIELLE	China	5493671 7/21/06	5493671 10/7/09	J.C.PENNEY PURCHASING CORPORATION
AMBRIELLE	China	5493670 7/21/06	5493670 9/7/09	J.C.PENNEY PURCHASING CORPORATION
AZ	China	1288641 2/13/98	1288641 6/28/99	J.C.PENNEY PURCHASING CORPORATION
BODY TOUCHES BY DELICATES	China	2024176 10/13/99	2024176 2/7/03	J.C.PENNEY PURCHASING CORPORATION
BRIGHT FUTURE	China	725280 7/9/93	725280 1/14/95	J.C.PENNEY PURCHASING CORPORATION
CABIN CREEK	China	616674 11/4/91	616674 10/30/92	J.C.PENNEY PURCHASING CORPORATION
CABIN CREEK	China	542845 2/15/90	542845 2/10/91	J.C.PENNEY PURCHASING CORPORATION
CITY STREETS	China	720405 6/11/93	720405 12/14/94	J.C.PENNEY PURCHASING CORPORATION

17

Trademark	Jurisdiction	Application No. Application Date	Registration No. Registration Date	Owner Name
CITY STREETS	China	616699 11/4/91	616699 10/30/92	J.C.PENNEY PURCHASING CORPORATION
DELICATES BY JCPENNEY	China	795637 2/21/94	795637 11/28/95	J.C.PENNEY PURCHASING CORPORATION
EAST FIFTH	China	5493673 7/21/06	5493673 8/28/09	J.C.PENNEY PURCHASING CORPORATION
EAST FIFTH	China	5493672 7/21/06	5493672 9/7/09	J.C.PENNEY PURCHASING CORPORATION
EAST FIFTH	China	5493674 7/21/06	5493674 9/7/09	J.C.PENNEY PURCHASING CORPORATION
FLIRTITUDE	China	5493678 7/21/06	5493678 9/7/09	J.C.PENNEY PURCHASING CORPORATION
HUNT CLUB	China	3073721 1/21/02	3073721 5/21/03	J.C.PENNEY PURCHASING CORPORATION
JACQUELINE FERRAR	China	616707 11/4/91	616707 10/30/92	J.C.PENNEY PURCHASING CORPORATION
JACQUELINE FERRAR	China	543904 2/15/90	543904 2/20/91	J.C.PENNEY PURCHASING CORPORATION
JC PENNEY	China	1328125 2/13/98	1328125 10/28/99	J.C.PENNEY PURCHASING CORPORATION
JC PENNEY	China	592898 5/20/91	592898 4/30/92	J.C.PENNEY PURCHASING CORPORATION
JC PENNEY HOME COLLECTION	China	1341875 2/13/98	1341875 12/7/99	J.C.PENNEY PURCHASING CORPORATION
JCPENNEY	China	571429 11/7/90	571429 11/10/91	J.C.PENNEY PURCHASING CORPORATION
JCPENNEY	China	138329 7/5/80	138329 7/5/80	J.C.PENNEY PURCHASING CORPORATION

18

Trademark	Jurisdiction	Application No. Application Date	Registration No. Registration Date	Owner Name
JCPENNEY	China	138330 7/5/80	138330 7/5/80	J.C.PENNEY PURCHASING CORPORATION
JCPENNEY	China	138335 7/5/80	138335 7/5/80	J.C.PENNEY PURCHASING CORPORATION
JCPENNEY	China	138333 7/5/80	138333 7/5/80	J.C.PENNEY PURCHASING CORPORATION
JCPENNEY	China	138334 7/5/80	138334 7/5/80	J.C.PENNEY PURCHASING CORPORATION
JCPENNEY	China	138332 7/5/80	138332 7/5/80	J.C.PENNEY PURCHASING CORPORATION
JCPENNEY JC PENNEY	China	1287885 2/13/98	1287885 6/28/99	J.C.PENNEY PURCHASING CORPORATION
JF J FERROR	China	1517263 10/13/99	1517263 2/7/01	J.C.PENNEY PURCHASING CORPORATION
LIZ BAKER	China	615253 10/28/91	615253 10/20/92	J.C.PENNEY PURCHASING CORPORATION
MI X IT	China	1276140	1276140 5/21/99	J.C.PENNEY PURCHASING CORPORATION
MICHAEL JAMES	China	893292 1/6/95	893292 11/7/96	J.C.PENNEY PURCHASING CORPORATION
NEW MOVES	China	542841 2/15/90	542841 2/10/91	J.C.PENNEY PURCHASING CORPORATION
OKIE DOKIE	China	616664 11/4/91	616664 10/30/92	J.C.PENNEY PURCHASING CORPORATION
OPTIONS BY STAFFORD	China	1517264 10/13/99	1517264 2/7/01	J.C.PENNEY PURCHASING CORPORATION
PROTOCOL	China	614029 10/28/91	614029 10/10/92	J.C.PENNEY PURCHASING CORPORATION
SJB	China	3929283 2/26/04	3929283 6/21/07	J.C.PENNEY PURCHASING CORPORATION
SOPHIA BY DELICATES	China	3073719 1/21/02	3073719 4/28/03	J.C.PENNEY PURCHASING CORPORATION

19

Trademark	Jurisdiction	Application No. Application Date	Registration No. Registration Date	Owner Name
ST JOHN S BAY	China	542840 2/15/90	542840 2/10/91	J.C.PENNEY PURCHASING CORPORATION
STAFFORD EXECUTIVE	China	813693 1/31/94	813693 2/7/96	J.C.PENNEY PURCHASING CORPORATION
STEP ASIDE	China	3073718 1/21/02	3073718 4/28/03	J.C.PENNEY PURCHASING CORPORATION
SURF RAGS	China	720403 6/11/93	720403 12/14/94	J.C.PENNEY PURCHASING CORPORATION
TOTAL GIRL	China	3073737 1/21/02	3073737 7/28/05	J.C.PENNEY PURCHASING CORPORATION
TOWNCRAFT	China	542838 2/15/90	542838 2/10/91	J.C.PENNEY PURCHASING CORPORATION
UNDERSCORE	China	893473 1/6/95	893473 11/7/96	J.C.PENNEY PURCHASING CORPORATION
WORTHINGTON	China	542846 2/15/90	542846 2/10/91	J.C.PENNEY PURCHASING CORPORATION
ZN ZHEN NAN	China	541635 1/22/90	541635 1/30/91	J.C.PENNEY PURCHASING CORPORATION
ZONZ	China	905407 1/12/95	905407 11/28/96	J.C.PENNEY PURCHASING CORPORATION
9-2-5	Colombia	96 64261 12/6/96	198707 6/27/07	J C PENNEY COMPANY INC
9-2-5	Colombia	94 64261		J C PENNEY COMPANY INC
9-2-5 (NUEVE-DOS-CINCO)	Colombia	96 64261 12/6/96	198707 6/27/97	J C PENNEY COMPANY INC
CABIN CREEK	Colombia	94 14590 4/12/94	168501 10/26/94	J C PENNEY COMPANY INC
CABIN CREEK	Colombia	93 382518		J C PENNEY COMPANY INC
CHRISTIE & JILL	Colombia	96 23063 5/8/96	191650 11/29/96	J C PENNEY COMPANY INC
CITY STREETS	Colombia	93 382519		J C PENNEY COMPANY INC

20

Trademark	Jurisdiction	Application No. Application Date	Registration No. Registration Date	Owner Name
DIVIDENDS MATERNITY	Colombia	96 64265 12/6/96	198769 6/27/97	J C PENNEY COMPANY INC
LIZ BAKER ESSENTIALS	Colombia	95 54205 11/16/95	185075 3/1/96	J C PENNEY COMPANY INC
MICHAEL JAMES	Colombia	96 64267 12/6/96	198711 6/27/97	J C PENNEY COMPANY INC
MIXED BLUES	Colombia	94 14592 4/12/94		J C PENNEY COMPANY INC
MIXED BLUSS	Colombia	93 382664		J C PENNEY COMPANY INC
NEW MOVES	Colombia	96 64268 12/6/96	198712 6/27/97	J C PENNEY COMPANY INC
PAR FOUR	Colombia	96 64260 12/6/96	198706 6/27/97	J C PENNEY COMPANY INC
PINWHEALS	Colombia	93 382663		J C PENNEY COMPANY INC
PINWHEELS	Colombia	94 14589 4/12/94	168502 10/18/94	J C PENNEY COMPANY INC
PROTOCOL	Colombia	93 382662		J C PENNEY COMPANY INC
UNITS	Colombia	92 284257 4/12/88	132540 12/26/85	J C PENNEY COMPANY INC
YARN WORKS	Colombia	96 64272 12/6/96	198715 6/27/97	J C PENNEY COMPANY INC
A.N.A. A NEW APPROACH	Community Trademarks	5018965 4/13/06	5018965 3/28/08	J. C. PENNEY CORPORATION, INC.
AMBRIELLE	Community Trademarks	5019542 4/13/06	5019542 4/5/07	J. C. PENNEY CORPORATION, INC.
EAST FIFTH	Community Trademarks	5019021 4/13/06	5019021 3/15/07	J. C. PENNEY CORPORATION, INC.
FLIRTITUDE	Community Trademarks	5019849 4/13/06	5019849 6/6/07	J. C. PENNEY CORPORATION, INC.
LIZ BAKER ESSENTIALS	Costa Rica	7687-96 10/15/96		J. C. PENNEY COMPANY INC.
AZ	Cyprus	54306 10/6/99		J C PENNEY COMPANY
JCPENNEY	Denmark	VA 000925 1972 3/13/72	VR 002097 1974 7/5/74	J. C. PENNEY CORPORATION, INC.
ST JOHN’S BAY	Denmark	VA 000517 1985 1/23/85	VR 000513 1986 2/14/86	J. C. PENNEY CORPORATION, INC.
JCPENNEY HOME COLLECTION	Egypt	154467 9/18/02		J. C. PENNEY CORPORATION, INC.
ADONNA	El Salvador	17 1/3/95		J. C. PENNEY COMPANY INC.
JCPenney	Finland	197201751 3/14/72	66954 1/5/78	J. C. PENNEY CORPORATION, INC.
BIG MAC	Germany	P 32036 11/7/84	1080137 7/31/85	J. C. PENNEY CORPORATION, INC.

21

Trademark	Jurisdiction	Application No. Application Date	Registration No. Registration Date	Owner Name
JC PENNEY	Germany	P 24896 10/12/77	1035553 7/14/82	J. C. PENNEY CORPORATION, INC.
JC PENNEY	Germany	P 23701 4/20/76	975173 8/11/78	J. C. PENNEY CORPORATION, INC.
JC PENNEY S CITY STREETS	Germany	P 33880 5/13/86	1101984 2/3/87	J. C. PENNEY CORPORATION, INC.
JCPenney HOME COLLECTION	Germany	39752295.9 11/3/97	39752295 8/12/98	J. C. PENNEY CORPORATION, INC.
STAFFORD EXECUTIVE	Germany	P 45406 10/7/93	2078728 9/22/94	J. C. PENNEY CORPORATION, INC.
ARIZONA JEAN CO	Greece	141922 10/4/99		J C PENNEY COMPANY
JCPENNEY	Greece	148676 4/2/03		J C PENNEY COMPANY
CLASSIC TRADITIONS	Greece	115993 9/16/93		J. C. PENNEY COMPANY INC.
HUNT CLUB	Greece	115994 9/16/93		J. C. PENNEY COMPANY INC.
JC PENNEY HOME COLLECTIONS	Greece	115992 9/16/93		J. C. PENNEY COMPANY INC.
JCPENNEY	Greece	115997 9/16/93		J. C. PENNEY COMPANY INC.
JCPENNEY BY DESIGN	Greece	115995 9/16/93		J. C. PENNEY COMPANY INC.
JCPENNEY COLLECTIONS	Greece	115996 9/16/93		J. C. PENNEY COMPANY INC.
DUO MATERNITY	Guatemala	200108591 11/27/01	117152 4/29/02	J C PENNEY COMPANY INC
STEP ASIDE	Guatemala	200108589 11/27/01	119326 8/12/02	J C PENNEY COMPANY INC
TOTAL GIRL	Guatemala	200108590 11/27/01	120138 9/26/02	J C PENNEY COMPANY INC
A.N.A A NEW APPROACH	Guatemala	200603771 5/12/06	147896 3/15/07	J. C. PENNEY CORPORATION, INC.
A.N.A A NEW APPROACH	Guatemala	200603772 5/12/06	146955 2/8/07	J. C. PENNEY CORPORATION, INC.
A.N.A A NEW APPROACH	Guatemala	200603773 5/12/06	147963 3/20/07	J. C. PENNEY CORPORATION, INC.
A.N.A A NEW APPROACH	Guatemala	200603775 5/12/06	146826 2/2/07	J. C. PENNEY CORPORATION, INC.
AMBRIELLE	Guatemala	200603778 5/12/06	147514 3/1/07	J. C. PENNEY CORPORATION, INC.

22

Trademark	Jurisdiction	Application No. Application Date	Registration No. Registration Date	Owner Name
AMBRIELLE	Guatemala	200603779 5/12/06	147418 2/27/07	J. C. PENNEY CORPORATION, INC.
BIG MAC	Guatemala	199505978	87935 10/28/97	J. C. PENNEY CORPORATION, INC.
EAST FIFTH	Guatemala	200603774 5/12/06	146934 2/7/07	J. C. PENNEY CORPORATION, INC.
EAST FIFTH	Guatemala	200603776 5/12/06	147875 3/15/07	J. C. PENNEY CORPORATION, INC.
EAST FIFTH	Guatemala	200603777 5/12/06	147416 2/27/07	J. C. PENNEY CORPORATION, INC.
FLIRTITUDE	Guatemala	200603780 5/12/06	147513 3/1/07	J. C. PENNEY CORPORATION, INC.
FLIRTITUDE	Guatemala	200603781 5/12/06	146825 2/2/07	J. C. PENNEY CORPORATION, INC.
JCPENNEY HOME COLLECTION.	Guatemala	200206995 10/7/02	134008 1/31/05	J. C. PENNEY CORPORATION, INC.
MOTION	Honduras	95008006 8/25/95		J. C. PENNEY COMPANY
BY DESIGN	Honduras	95007931 8/23/95		J. C. PENNEY COMPANY INC.
COMFORT CLUB	Honduras	95007939 8/24/95		J. C. PENNEY COMPANY INC.
HOME COLLECTION	Honduras	95008004 8/25/95		J. C. PENNEY COMPANY INC.
MB CLOTHING CO	Honduras	95008003 8/25/95		J. C. PENNEY COMPANY INC.
J. FERRAR	India	958408 9/25/00		J. C. PENNEY COMPANY, INC.
MIXIT	India	778934 11/19/97		J. C. PENNEY COMPANY, INC.[323463]
SIMPLY FOR SPORTS	India	1061089 11/19/01		J. C. PENNEY COMPANY, INC.[323463]
STEP ASIDE	India	1061090 11/19/01		J. C. PENNEY COMPANY, INC.[323463]
TOTAL GIRL	India	1061091 11/19/01		J. C. PENNEY COMPANY, INC.[323463]
AZ ARIZONA JEAN CO.	India	879131 9/30/99		J. C. PENNEY COMPANY, INC.[342652]
JCPENNEY HOME COLLECTION	India	884270 10/29/99		J. C. PENNEY COMPANY, INC.[342652]
DUO MATERNITY	India	1261930 1/19/04		J. C. PENNEY CORPORATION, INC.
JCPENNEY	India	1373010 7/21/05		J. C. PENNEY CORPORATION, INC.
JCPENNEY HOME COLLECTION	India	1133323 9/13/02		J. C. PENNEY CORPORATION, INC.

23

Trademark	Jurisdiction	Application No. Application Date	Registration No. Registration Date	Owner Name
JCPENNY HOME COLLECTION.	India	1378052 8/17/05		J. C. PENNEY CORPORATION, INC.
LIZ BAKER	India	1261934 1/19/04		J. C. PENNEY CORPORATION, INC.
OKIE-DOKIE	India	624743 4/8/94		J. C. PENNEY CORPORATION, INC.
SJB	India	1267727 2/18/04		J. C. PENNEY CORPORATION, INC.
a.n.a a new approach	Indonesia	D002006013497 4/28/06		J. C. PENNEY CORPORATION, INC.
a.n.a a new approach	Indonesia	D002006013499 4/28/06		J. C. PENNEY CORPORATION, INC.
a.n.a a new approach	Indonesia	D002006013496 4/28/06		J. C. PENNEY CORPORATION, INC.
a.n.a a new approach	Indonesia	D002006013498 4/28/06		J. C. PENNEY CORPORATION, INC.
AMBRIELLE	Indonesia	D002006013509 4/28/06		J. C. PENNEY CORPORATION, INC.
AMBRIELLE	Indonesia	D002006013511 4/28/06		J. C. PENNEY CORPORATION, INC.
EAST FIFTH	Indonesia	D002006013508 4/28/06		J. C. PENNEY CORPORATION, INC.
EAST FIFTH	Indonesia	D002006013503 4/28/06		J. C. PENNEY CORPORATION, INC.
FLIRTITUDE	Indonesia	D002006013512 4/28/06		J. C. PENNEY CORPORATION, INC.
FLIRTITUDE	Indonesia	D002006013514 4/28/06		J. C. PENNEY CORPORATION, INC.
JC PENNEY HOME COLLECTION	Indonesia	D00200221184.21413 9/16/02		J. C. PENNEY CORPORATION, INC.
THE ORIGINAL ARIZONA JEAN CO.	Ireland	217536 3/6/98	217536	J. C. PENNEY COMPANY, INC.
ADONNA	Jamaica	TM25/1609 1/6/95		J. C. PENNEY COMPANY INC.
ana A NEW. APPROACH	Kuwait	78049 6/26/06		J. C. PENNEY CORPORATION, INC.
ana A NEW. APPROACH	Kuwait	78050 6/26/06		J. C. PENNEY CORPORATION, INC.
ana A NEW. APPROACH	Kuwait	78052 6/26/06		J. C. PENNEY CORPORATION, INC.
EAST FIFTH	Kuwait	78053 6/26/06		J. C. PENNEY CORPORATION, INC.
EAST FIFTH	Kuwait	78054 6/26/06		J. C. PENNEY CORPORATION, INC.
EAST FIFTH	Kuwait	78055 6/26/06		J. C. PENNEY CORPORATION, INC.
a.n.a. new approach	Macao	22164 5/2/06	22164 9/12/06	J C PENNEY CORPORATION
a.n.a. new approach	Macao	22165 5/2/06	22165 9/12/06	J C PENNEY CORPORATION
a.n.a. new approach	Macao	22166 5/2/06	22166 9/12/06	J C PENNEY CORPORATION

24

Trademark	Jurisdiction	Application No. Application Date	Registration No. Registration Date	Owner Name
a.n.a. new approach	Macao	22167 5/2/06	22167 9/12/06	J C PENNEY CORPORATION
AMBRIELLE	Macao	22168 5/2/06	22168 9/12/06	J C PENNEY CORPORATION
AMBRIELLE	Macao	22169 5/2/06	22169 9/12/06	J C PENNEY CORPORATION
EAST FIFTH	Macao	22161 5/2/06	22161 9/12/06	J C PENNEY CORPORATION
EAST FIFTH	Macao	22162 5/2/06	22162 9/12/06	J C PENNEY CORPORATION
EAST FIFTH	Macao	22163 5/2/06	22163 9/12/06	J C PENNEY CORPORATION
FLIRTITUDE	Macao	22159 5/2/06	22159 9/12/06	J C PENNEY CORPORATION
FLIRTITUDE	Macao	22160 5/2/06	22160 9/12/06	J C PENNEY CORPORATION
AZ	Malaysia	99009933 10/6/99		J. C. PENNEY COMPANY, INC.;
J. FERRAR JF	Malaysia	99009931 10/6/99	4/28/07	J. C. PENNEY COMPANY, INC.
STJOHNS’BAY	Malaysia	02009120 7/31/02		J. C. PENNEY COMPANY, INC.
A.N.A A NEW APPROACH	Malaysia	06006448 4/20/06	1/15/08	J. C. PENNEY CORPORATION, INC.
A.N.A A NEW APPROACH	Malaysia	06006449 4/20/06	1/7/08	J. C. PENNEY CORPORATION, INC.
A.N.A A NEW APPROACH	Malaysia	06006450 4/20/06	1/5/10	J. C. PENNEY CORPORATION, INC.
A.N.A A NEW APPROACH	Malaysia	06006451 4/20/06	6/9/10	J. C. PENNEY CORPORATION, INC.
AMBRIELLE	Malaysia	06006446 4/20/06	10/17/07	J. C. PENNEY CORPORATION, INC.
AMBRIELLE	Malaysia	06006455 4/20/06		J. C. PENNEY CORPORATION, INC.
EAST FIFTH	Malaysia	06006452 4/20/06	1/7/08	J. C. PENNEY CORPORATION, INC.
EAST FIFTH	Malaysia	06006453 4/20/06	12/29/07	J. C. PENNEY CORPORATION, INC.

25

Trademark	Jurisdiction	Application No. Application Date	Registration No. Registration Date	Owner Name
EAST FIFTH	Malaysia	06006454 4/20/06	5/28/08	J. C. PENNEY CORPORATION, INC.
FLIRTITUDE	Malaysia	06006445 4/20/06	10/17/07	J. C. PENNEY CORPORATION, INC.
FLIRTITUDE	Malaysia	06006447 4/20/06		J. C. PENNEY CORPORATION, INC.
SHEER TOES	Mexico	9/30/92	428534	J C PENNEY
SUBTLE SHAPER.	Mexico	9/30/92	428533	J C PENNEY
ADONNA	Mexico	151237 9/30/92	436468 6/29/93	J C PENNEY CO INC.
PROTOCOL	Mexico	159086 1/22/93	436374 6/28/93	J C PENNEY CO INC.
CITY STREETS.	Mexico	151248 9/30/92	429468 1/18/93	J C PENNEY CO, INC.
NEW MOVES.	Mexico	151252 9/30/92	429614 1/20/93	J C PENNEY CO, INC.
SHEER CARESS	Mexico	151255 9/30/92	428938 1/8/93	J C PENNEY CO, INC.
SHEER SUPPORT	Mexico	151257 9/30/92	430419 1/28/93	J C PENNEY CO, INC.
SIMPLY FOR SPORTS.	Mexico	151247 9/30/92	429612 1/20/93	J C PENNEY CO, INC.
SOSOFT BY 9-2-5.	Mexico	151244 9/30/92	429465 1/18/93	J C PENNEY CO, INC.
STAFFORD EXECUTIVE	Mexico	151235 9/30/92	429820 1/22/93	J C PENNEY CO, INC.
UNDERSCORE	Mexico	151239 9/30/92	429258 1/13/93	J C PENNEY CO, INC.
THE ORIGINAL ARIZONA JEAN COMPANY.	Mexico	151267 9/30/92	453133 2/28/94	J C PENNEY CO. INC.
a.n.a.a new approach	Mongolia	6432 5/16/06	5873	J C PENNEY CORPORATION
AMBRIELLE	Mongolia	6433 5/16/06	5874	J C PENNEY CORPORATION
EAST FIFTH	Mongolia	6434 5/16/06	5875	J C PENNEY CORPORATION
HUNT CLUB	New Zealand	292443 5/18/98	292443 11/19/98	J. C. PENNEY COMPANY, INC.
JCPENNEY	New Zealand	292444 5/18/98	292444 1/18/99	J. C. PENNEY COMPANY, INC.
JCPENNEY	New Zealand	234600 3/1/94	234600 11/26/97	J. C. PENNEY COMPANY, INC.
JCPENNEY DELICATES	New Zealand	292440 5/18/98	292440 12/20/99	J. C. PENNEY COMPANY, INC.

26

Trademark	Jurisdiction	Application No. Application Date	Registration No. Registration Date	Owner Name
JCPenney HOME COLLECTION	New Zealand	292736 5/22/98	292736 11/20/98	J. C. PENNEY COMPANY, INC.
JCPENNEY WORTHINGTON	New Zealand	292459 5/18/98	292459 11/12/99	J. C. PENNEY COMPANY, INC.
MIXIT	New Zealand	292449 5/18/98	292449 11/19/98	J. C. PENNEY COMPANY, INC.
OKIE-DOKIE	New Zealand	292451 5/18/98	292451 11/19/98	J. C. PENNEY COMPANY, INC.
ST JOHN’S BAY	New Zealand	292455 5/18/98	292455 11/19/98	J. C. PENNEY COMPANY, INC.
THE ORIGINAL ARIZONA JEAN CO.	New Zealand	292452 5/18/98	292452 5/20/99	J. C. PENNEY COMPANY, INC.
A.N.A. A NEW APPROACH	Nicaragua	2006-00001423 4/20/06	0700104 1/23/07	J. C. PENNEY CORPORATION, INC.
AMBRIELLE	Nicaragua	2006-00001491 4/25/06	0700231 2/8/07	J. C. PENNEY CORPORATION, INC.
AZ	Nicaragua	1998-00003647 10/1/98	41193 5/18/99	J. C. PENNEY CORPORATION, INC.
AZ ARIZONA JEAN	Nicaragua	2000-00000507 2/3/00	46751 1/30/01	J. C. PENNEY CORPORATION, INC.
DUO MATERNITY	Nicaragua	2004-00000059 1/7/04	70761 8/18/04	J. C. PENNEY CORPORATION, INC.
EAST FIFTH	Nicaragua	2006-00001422 4/20/06	0700103 1/23/07	J. C. PENNEY CORPORATION, INC.
FLIRTITUDE	Nicaragua	2006-00001490 4/25/06	0700230 2/8/07	J. C. PENNEY CORPORATION, INC.
JCPENNEY	Nicaragua	1998-00001401 1/20/98	38958 10/8/98	J. C. PENNEY CORPORATION, INC.
JCPENNEY	Nicaragua	1994-00001391 6/23/94	27328 12/2/94	J. C. PENNEY CORPORATION, INC.
JCPENNEY HOME COLLECTION	Nicaragua	2002-00002684 10/17/02	57646 5/12/03	J. C. PENNEY CORPORATION, INC.

27

Trademark	Jurisdiction	Application No. Application Date	Registration No. Registration Date	Owner Name
LITTLE ARIZONA	Nicaragua	1997-00003917 11/14/97	39178 10/28/98	J. C. PENNEY CORPORATION, INC.
MIXIT	Nicaragua	1998-00003648 10/1/98	41789 8/5/99	J. C. PENNEY CORPORATION, INC.
OPTIONS BY STAFFORD	Nicaragua	2000-00000508 2/3/00	46752 1/30/01	J. C. PENNEY CORPORATION, INC.
SJB	Nicaragua	2004-00000058 1/7/04	70797 8/18/04	J. C. PENNEY CORPORATION, INC.
STAFFORD	Nicaragua	2001-00004301 11/28/01	54489 6/19/02	J. C. PENNEY CORPORATION, INC.
STAFFORD EXECUTIVE	Nicaragua	1998-00003183 8/31/98	44884 10/20/00	J. C. PENNEY CORPORATION, INC.
STEP ASIDE	Nicaragua	2001-00004303 11/28/01	54491 6/19/02	J. C. PENNEY CORPORATION, INC.
THE ORIGINAL ARIZONA JEAN COMPANY	Nicaragua	1996-00000974 3/15/96	32632 12/3/96	J. C. PENNEY CORPORATION, INC.
TOTAL GIRL	Nicaragua	2001-00004302 11/28/01	54490 6/19/02	J. C. PENNEY CORPORATION, INC.
JCPenney	Norway	199504436 7/14/95	176163 8/8/96	J. C. PENNEY COMPANY, INC
MOTION BY JCPENNEY	Norway	199504437 7/14/95	176164 8/8/96	J. C. PENNEY COMPANY, INC
City Streets	Norway	199504171 7/4/95	179644 2/6/97	J. C. PENNEY CORPORATION, INC.
Dividends Maternity	Norway	199504175 7/4/95	179645 2/6/97	J. C. PENNEY CORPORATION, INC.
The Original Arizona Jean Co.	Norway	199504182 7/4/95	179648 2/6/97	J. C. PENNEY CORPORATION, INC.
Worthington	Norway	199504191 7/4/95	179284 1/23/97	J. C. PENNEY CORPORATION, INC.
a.n.a a new approach	Pakistan	220808 4/17/06		J C PENNEY CORPORATION
a.n.a a new approach	Pakistan	220809 4/17/06		J C PENNEY CORPORATION
AMBRIELLE	Pakistan	220804 4/17/06		J C PENNEY CORPORATION
EAST FIFTH	Pakistan	220811 4/17/06		J C PENNEY CORPORATION
THE ORIGINAL ARIZONA JEAN COMPANY	Panama	75976 6/15/95	75976 6/15/95	J. C. PENNEY COMPANY, INC.
CHRISTIE & JILL	Philippines	41995100438D 5/30/95		J. C. PENNEY COMPANY, INC.
CITY STREETS	Philippines	42005005404 6/10/05	42005005404 6/8/06	J. C. PENNEY CORPORATION, INC.
STAFFORD EXECUTIVE	Philippines	42006000840 1/25/06	42006000840 7/9/07	J. C. PENNEY CORPORATION, INC.

28

Trademark	Jurisdiction	Application No. Application Date	Registration No. Registration Date	Owner Name
HUNT CLUB	Poland	241847 10/17/01		J. C. PENNEY COMPANY, INC.
JCPENNEY HOME COLLECTION	Poland	180232 11/18/97	126405 12/1/00	J. C. PENNEY CORPORATION, INC.
JCPENNEY HOME COLLECTION	Portugal	366932 MNA 9/27/02	366932 MNA 8/4/03	J. C. PENNEY COMPANY, INC.
THE ORIGINAL ARIZONA JEAN COMPANY	Portugal	310363 MNA 5/29/95	310363 MNA 5/17/96	J. C. PENNEY CORPORATION, INC.
MIXIT	Romania	M 2000 04036 9/27/00	44667 8/14/01	J C PENNEY COMPANY INC.
a.n.a a new approach	Singapore © Intellectual Property Office of Singapore	T0607460D 4/20/06		J. C. PENNEY CORPORATION, INC.
a.n.a a new approach	Singapore © Intellectual Property Office of Singapore	T0607463I 4/20/06		J. C. PENNEY CORPORATION, INC.
a.n.a a new approach	Singapore © Intellectual Property Office of Singapore	T0607461B 4/20/06		J. C. PENNEY CORPORATION, INC.
a.n.a a new approach	Singapore © Intellectual Property Office of Singapore	T0607462J 4/20/06		J. C. PENNEY CORPORATION, INC.
ambrielle	Singapore © Intellectual Property Office of Singapore	T0607467A 4/20/06		J. C. PENNEY CORPORATION, INC.
ambrielle	Singapore © Intellectual Property Office of Singapore	T0607468Z 4/20/06		J. C. PENNEY CORPORATION, INC.
east fifth	Singapore © Intellectual Property Office of Singapore	T0607464G 4/20/06		J. C. PENNEY CORPORATION, INC.
east fifth	Singapore © Intellectual Property Office of Singapore	T0607465E 4/20/06		J. C. PENNEY CORPORATION, INC.
east fifth	Singapore © Intellectual Property Office of Singapore	T0607466C 4/20/06		J. C. PENNEY CORPORATION, INC.
flirtitude	Singapore © Intellectual Property Office of Singapore	T0607470A 4/20/06		J. C. PENNEY CORPORATION, INC.

29

Trademark	Jurisdiction	Application No. Application Date	Registration No. Registration Date	Owner Name
sjb	Singapore © Intellectual Property Office of Singapore	T0400095F 1/7/04		J. C. PENNEY CORPORATION, INC.
STAFFORD	Slovak Republic	1846-1993 10/13/93	178182 10/22/97	J. C. PENNEY COMPANY INC.
JCPenney	Slovak Republic	468-1994 2/28/94	177840 2/25/97	J. C. PENNEY COMPANY, INC.
JCPENNEY BASICS	South Africa	2002/15269 10/2/02		J C PENNEY CORPORATION
MIXIT	South Africa	2002/12847 8/28/02		J C PENNEY CORPORATION
STJOHN’SBAY	South Africa	2002/12848 8/28/02		J C PENNEY CORPORATION
WEE ESSENTIALS	South Africa	2002/15270 10/2/02		J C PENNEY CORPORATION
CITY STREETS	Sri Lanka	105913 11/29/01		J. C. PENNEY COMPANY
J FERRAR	Sri Lanka	89378 9/15/98		J. C. PENNEY COMPANY
Design Only	Taiwan	000050721 4/8/71	00050721 1/1/72	J. C. PENNEY COMPANY
Design Only	Taiwan	000050726 4/8/71	00050726 1/1/72	J. C. PENNEY COMPANY
Design Only	Taiwan	000050406 4/8/71	00050406 1/1/72	J. C. PENNEY COMPANY
Design Only	Taiwan	000050700 4/8/71	00050700 1/1/72	J. C. PENNEY COMPANY
Design Only	Taiwan	000050431 4/8/71	00050431 1/1/72	J. C. PENNEY COMPANY
Design Only	Taiwan	000050697 4/8/71	00050697 1/1/72	J. C. PENNEY COMPANY
Design Only	Taiwan	000050708 4/8/71	00050708 1/1/72	J. C. PENNEY COMPANY
Design Only	Taiwan	000050468 4/8/71	00050468 1/1/72	J. C. PENNEY COMPANY
Design Only	Taiwan	000050743 4/8/71	00050743 1/1/72	J. C. PENNEY COMPANY
Design Only	Taiwan	000050016 4/8/71	00050016 12/1/71	J. C. PENNEY COMPANY
Design Only	Taiwan	000050693 4/8/71	00050693 1/1/72	J. C. PENNEY COMPANY
Design Only	Taiwan	000050701 4/8/71	00050701 1/1/72	J. C. PENNEY COMPANY
Design Only	Taiwan	000050051 4/8/71	00050051 12/1/71	J. C. PENNEY COMPANY
Design Only	Taiwan	000050689 4/7/71	00050689 1/1/72	J. C. PENNEY COMPANY
Design Only	Taiwan	000050445 4/7/71	00050445 1/1/72	J. C. PENNEY COMPANY

30

Trademark	Jurisdiction	Application No. Application Date	Registration No. Registration Date	Owner Name
Design Only	Taiwan	000050655 4/7/71	00050655 1/1/72	J. C. PENNEY COMPANY
Design Only	Taiwan	000050486 4/7/71	00050486 1/1/72	J. C. PENNEY COMPANY
Design Only	Taiwan	000050706 4/7/71	00050706 1/1/72	J. C. PENNEY COMPANY
Design Only	Taiwan	000050040 4/7/71	00050040 12/1/71	J. C. PENNEY COMPANY
Design Only	Taiwan	000050471 4/7/71	00050471 1/1/72	J. C. PENNEY COMPANY
Design Only	Taiwan	000050527 4/7/71	00050527 1/1/72	J. C. PENNEY COMPANY
Design Only	Taiwan	000050709 4/7/71	00050709 1/1/72	J. C. PENNEY COMPANY
Design Only	Taiwan	000050068 4/7/71	00050068 12/1/71	J. C. PENNEY COMPANY
Design Only	Taiwan	000050036 4/7/71	00050036 12/1/71	J. C. PENNEY COMPANY
Design Only	Taiwan	000050666 4/7/71	00050666 1/1/72	J. C. PENNEY COMPANY
Design Only	Taiwan	000050056 4/7/71	00050056 12/1/71	J. C. PENNEY COMPANY
Design Only	Taiwan	000050050 4/7/71	00050050 12/1/71	J. C. PENNEY COMPANY
Design Only	Taiwan	000050102 4/7/71	00050102 12/1/71	J. C. PENNEY COMPANY
Design Only	Taiwan	000050103 4/7/71	00050103 12/1/71	J. C. PENNEY COMPANY
Design Only	Taiwan	000050024 4/7/71	00050024 12/1/71	J. C. PENNEY COMPANY
Design Only	Taiwan	000050687 4/7/71	00050687 1/1/72	J. C. PENNEY COMPANY
Design Only	Taiwan	000050688 4/7/71	00050688 1/1/72	J. C. PENNEY COMPANY
Design Only	Taiwan	000050069 4/7/71	00050069 12/1/71	J. C. PENNEY COMPANY
Design Only	Taiwan	000050504 4/7/71	00050504 1/1/72	J. C. PENNEY COMPANY
Design Only	Taiwan	000050669 4/7/71	00050669 1/1/72	J. C. PENNEY COMPANY
Design Only	Taiwan	000050495 4/7/71	00050495 1/1/72	J. C. PENNEY COMPANY
Design Only	Taiwan	000050535 4/7/71	00050535 1/1/72	J. C. PENNEY COMPANY
Design Only	Taiwan	000050663 4/7/71	00050663 1/1/72	J. C. PENNEY COMPANY
Design Only	Taiwan	000050463 4/7/71	00050463 1/1/72	J. C. PENNEY COMPANY
Design Only	Taiwan	000050472 4/7/71	00050472 1/1/72	J. C. PENNEY COMPANY
Design Only	Taiwan	000050454 4/7/71	00050454 1/1/72	J. C. PENNEY COMPANY

31

Trademark	Jurisdiction	Application No. Application Date	Registration No. Registration Date	Owner Name
Design Only	Taiwan	000050047 4/7/71	00050047 12/1/71	J. C. PENNEY COMPANY
Design Only	Taiwan	000050028 4/7/71	00050028 12/1/71	J. C. PENNEY COMPANY
Design Only	Taiwan	000050100 3/26/71	00050100 12/1/71	J. C. PENNEY COMPANY
Design Only	Taiwan	000050094 3/26/71	00050094 12/1/71	J. C. PENNEY COMPANY
Design Only	Taiwan	000050968 3/26/71	00050968 2/1/72	J. C. PENNEY COMPANY
Design Only	Taiwan	000035110 8/7/68	00035110 5/1/69	J. C. PENNEY COMPANY
Design Only	Taiwan	000035109 8/7/68	00035109 5/1/69	J. C. PENNEY COMPANY
Design Only	Taiwan	000035077 8/7/68	00035077 5/1/69	J. C. PENNEY COMPANY
Design Only	Taiwan	000035079 8/7/68	00035079 5/1/69	J. C. PENNEY COMPANY
Design Only	Taiwan	000034918 8/7/68	00034918 4/1/69	J. C. PENNEY COMPANY
Design Only	Taiwan	000035085 8/7/68	00035085 5/1/69	J. C. PENNEY COMPANY
Design Only	Taiwan	000035108 8/7/68	00035108 5/1/69	J. C. PENNEY COMPANY
Design Only	Taiwan	000034913 8/7/68	00034913 4/1/69	J. C. PENNEY COMPANY
Design Only	Taiwan	000034914 6/3/68	00034914 4/1/69	J. C. PENNEY COMPANY
MOTION PANT	Taiwan	070018877 6/18/81	00177282 4/16/82	J. C. PENNEY COMPANY
PENNCREST	Taiwan	000034068 4/13/68	00034068 2/1/69	J. C. PENNEY COMPANY
Design Only	Taiwan	000050101 4/7/71	00050101 12/1/71	J. C. PENNEY COMPANY, INC.
925	Taiwan	074004242 1/30/85	00296263 9/1/85	J. C. PENNEY COMPANY, INC.
ALICIA	Taiwan	074004249 1/30/85	00296192 9/1/85	J. C. PENNEY COMPANY, INC.
APPARATUS	Taiwan	078056361 12/15/89	00488653 7/1/90	J. C. PENNEY COMPANY, INC.
BETH MICHAELS	Taiwan	080041981 9/13/91	00552893 3/1/92	J. C. PENNEY COMPANY, INC.
BY DESIGN	Taiwan	080041982 9/13/91	00551437 2/16/92	J. C. PENNEY COMPANY, INC.
CARBON COPIES	Taiwan	080041976 9/13/91	00552890 3/1/92	J. C. PENNEY COMPANY, INC.
CAROL EVANS	Taiwan	000034158 4/13/68	00034158 2/1/69	J. C. PENNEY COMPANY, INC.
CITY STREETS	Taiwan	078056357 12/15/89	00488858 7/1/90	J. C. PENNEY COMPANY, INC.
CLASSIC DIRECTIONS	Taiwan	080041961 9/13/91	00563892 7/1/92	J. C. PENNEY COMPANY, INC.
CLASSIC DIRECTIONS	Taiwan	074004248 1/30/85	00296191 9/1/85	J. C. PENNEY COMPANY, INC.

32

Trademark	Jurisdiction	Application No. Application Date	Registration No. Registration Date	Owner Name
COMFORT CLUB	Taiwan	080041965 9/13/91	00553038 3/1/92	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	070018274 6/15/81	00189623 9/16/82	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000050733 4/8/71	00050733 1/1/72	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000050405 4/8/71	00050405 1/1/72	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000050740 4/8/71	00050740 1/1/72	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000050027 4/7/71	00050027 12/1/71	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000067250 2/16/71	00067250 1/1/74	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000039632 6/23/69	00039632 3/1/70	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000040060 6/23/69	00040060 4/1/70	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000039544 6/23/69	00039544 3/1/70	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000040234 6/23/69	00040234 4/1/70	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000039547 6/23/69	00039547 3/1/70	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000039747 6/23/69	00039747 3/1/70	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000039671 6/23/69	00039671 3/1/70	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000039556 6/23/69	00039556 3/1/70	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000039675 6/23/69	00039675 3/1/70	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000039641 6/23/69	00039641 3/1/70	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000039751 6/23/69	00039751 3/1/70	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000040209 6/23/69	00040209 4/1/70	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000040211 6/23/69	00040211 4/1/70	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000040187 6/23/69	00040187 4/1/70	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000039578 6/23/69	00039578 3/1/70	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000039745 6/23/69	00039745 3/1/70	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000040070 6/23/69	00040070 4/1/70	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000039744 6/23/69	00039744 3/1/70	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000039629 6/23/69	00039629 3/1/70	J. C. PENNEY COMPANY, INC.

33

Trademark	Jurisdiction	Application No. Application Date	Registration No. Registration Date	Owner Name
Design Only	Taiwan	000039626 6/23/69	00039626 3/1/70	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000040255 6/23/69	00040255 4/1/70	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000039752 6/23/69	00039752 3/1/70	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000039939 6/23/69	00039939 4/1/70	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000036219 9/9/68	00036219 7/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000035555 8/26/68	00035555 6/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000035802 8/7/68	00035802 6/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000036085 8/7/68	00036085 7/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000035302 8/7/68	00035302 5/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000035179 8/7/68	00035179 5/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000035544 8/7/68	00035544 6/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000035176 8/7/68	00035176 5/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000035698 8/7/68	00035698 6/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000035582 8/7/68	00035582 6/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000035206 8/7/68	00035206 5/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000035256 8/7/68	00035256 5/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000035620 8/7/68	00035620 6/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000035301 8/7/68	00035301 5/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000035496 8/7/68	00035496 6/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000035804 8/7/68	00035804 6/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000035833 8/7/68	00035833 6/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000035783 8/7/68	00035783 6/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000035652 8/7/68	00035652 6/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000035305 8/7/68	00035305 5/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000035813 8/7/68	00035813 6/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000035806 8/7/68	00035806 6/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000035800 8/7/68	00035800 6/1/69	J. C. PENNEY COMPANY, INC.

34

Trademark	Jurisdiction	Application No. Application Date	Registration No. Registration Date	Owner Name
Design Only	Taiwan	000035808 8/7/68	00035808 6/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000035248 8/7/68	00035248 5/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000035815 8/7/68	00035815 6/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000035774 8/7/68	00035774 6/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000035193 8/7/68	00035193 5/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000035803 8/7/68	00035803 6/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000035703 8/7/68	00035703 6/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000034227 6/3/68	00034227 2/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000034464 6/3/68	00034464 3/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000035300 6/3/68	00035300 5/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000034739 6/3/68	00034739 4/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000034933 6/3/68	00034933 4/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000034083 6/3/68	00034083 2/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000034033 4/15/68	00034033 2/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000033760 4/15/68	00033760 1/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000033551 4/15/68	00033551 1/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000033755 4/15/68	00033755 1/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000033756 4/15/68	00033756 1/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000034216 4/15/68	00034216 2/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000033660 4/15/68	00033660 1/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000033657 4/15/68	00033657 1/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000034168 4/15/68	00034168 2/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000033520 4/15/68	00033520 1/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000033548 4/15/68	00033548 1/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000034123 4/15/68	00034123 2/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000033862 4/13/68	00033862 1/1/69	J. C. PENNEY COMPANY, INC.

35

Trademark	Jurisdiction	Application No. Application Date	Registration No. Registration Date	Owner Name
Design Only	Taiwan	000033705 4/13/68	00033705 1/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000033873 4/13/68	00033873 1/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000033848 4/13/68	00033848 1/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000033732 4/11/68	00033732 1/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000033749 4/11/68	00033749 1/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000033811 4/11/68	00033811 1/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000033731 4/8/68	00033731 1/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000034206 4/8/68	00034206 2/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000033730 4/8/68	00033730 1/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000033759 4/8/68	00033759 1/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000033661 4/8/68	00033661 1/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000033585 4/8/68	00033585 1/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000033753 4/8/68	00033753 1/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000033748 4/1/68	00033748 1/1/69	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000023041 9/13/65	00023041 7/1/66	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000022931 9/13/65	00022931 7/1/66	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000022920 9/13/65	00022920 7/1/66	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000022921 9/13/65	00022921 7/1/66	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000022930 9/13/65	00022930 7/1/66	J. C. PENNEY COMPANY, INC.
Design Only	Taiwan	000023042 9/3/65	00023042 7/1/66	J. C. PENNEY COMPANY, INC.
DIVIDENDS	Taiwan	078056350 12/15/89	00488650 7/1/90	J. C. PENNEY COMPANY, INC.
ELIZABETH GRAY	Taiwan	080041972 9/13/91	00552683 3/1/92	J. C. PENNEY COMPANY, INC.
ELIZABETH GRAY	Taiwan	080041971 9/13/91	00549524 2/1/92	J. C. PENNEY COMPANY, INC.
EXECUTIVE QUARTERS	Taiwan	080041962 9/13/91	00553126 3/1/92	J. C. PENNEY COMPANY, INC.
FOX	Taiwan	070018275 6/15/81	00189622 9/16/82	J. C. PENNEY COMPANY, INC.
GENTRY	Taiwan	074004948 2/2/85	00298329 9/16/85	J. C. PENNEY COMPANY, INC.
GLENBROOKE	Taiwan	078004390 1/31/89	00456061 10/1/89	J. C. PENNEY COMPANY, INC.

36

Trademark	Jurisdiction	Application No. Application Date	Registration No. Registration Date	Owner Name
GLENBROOKE	Taiwan	000034159 4/11/68	00034159 2/1/69	J. C. PENNEY COMPANY, INC.
GREAT CONNECTIONS	Taiwan	080041959 9/13/91	00553125 3/1/92	J. C. PENNEY COMPANY, INC.
GREAT CONNECTIONS	Taiwan	074004250 1/30/85	00296186 9/1/85	J. C. PENNEY COMPANY, INC.
HUNT CLUB	Taiwan	070037649 11/9/81	00391114 2/16/88	J. C. PENNEY COMPANY, INC.
JACQUELINE FERRAR	Taiwan	080041969 9/13/91	00553041 3/1/92	J. C. PENNEY COMPANY, INC.
JACQUELINE FERRAR	Taiwan	078056349 12/15/89	00488649 7/1/90	J. C. PENNEY COMPANY, INC.
JACQUELINE FERRAR	Taiwan	078056348 12/15/89	00491423 7/16/90	J. C. PENNEY COMPANY, INC.
JC PENNEY	Taiwan	082017350 4/21/93	00621762 11/16/93	J. C. PENNEY COMPANY, INC.
JCPENNEY	Taiwan	082017349 4/21/93	00625457 12/16/93	J. C. PENNEY COMPANY, INC.
JCPENNEY	Taiwan	080033858 7/29/91	00058219 7/16/92	J. C. PENNEY COMPANY, INC.
JCPENNEY	Taiwan	000050464 4/8/71	00050464 1/1/72	J. C. PENNEY COMPANY, INC.
JCPENNEY	Taiwan	000050744 4/8/71	00050744 1/1/72	J. C. PENNEY COMPANY, INC.
JCPENNEY	Taiwan	000050727 4/8/71	00050727 1/1/72	J. C. PENNEY COMPANY, INC.
JCPENNEY	Taiwan	000050707 4/8/71	00050707 1/1/72	J. C. PENNEY COMPANY, INC.
JCPENNEY	Taiwan	000050496 4/8/71	00050496 1/1/72	J. C. PENNEY COMPANY, INC.
JT BECKETT	Taiwan	080041970 9/13/91	00552889 3/1/92	J. C. PENNEY COMPANY, INC.
KOBE	Taiwan	078056360 12/15/89	00495017 8/16/90	J. C. PENNEY COMPANY, INC.
KOBE PROFESSIONAL	Taiwan	078056359 12/15/89	00495065 8/16/90	J. C. PENNEY COMPANY, INC.
LIZ BAKER	Taiwan	074004240 1/30/85	00296187 9/1/85	J. C. PENNEY COMPANY, INC.
MCS SERIES	Taiwan	078056356 12/15/89	00497461 9/1/90	J. C. PENNEY COMPANY, INC.
MIXED BLUES	Taiwan	080041977 9/13/91	00552891 3/1/92	J. C. PENNEY COMPANY, INC.
MIXED BLUES	Taiwan	080041978 9/13/91	00553043 3/1/92	J. C. PENNEY COMPANY, INC.
MOSS CREEK TRADER	Taiwan	078056362 12/15/89	00488654 7/1/90	J. C. PENNEY COMPANY, INC.
NEW MOVES	Taiwan	080041975 9/13/91	00553042 3/1/92	J. C. PENNEY COMPANY, INC.
PENNCREST	Taiwan	078004386 1/31/89	00453221 9/1/89	J. C. PENNEY COMPANY, INC.
PENNCREST	Taiwan	078004387 1/31/89	00451355 8/16/89	J. C. PENNEY COMPANY, INC.

37

Trademark	Jurisdiction	Application No. Application Date	Registration No. Registration Date	Owner Name
PENNCREST	Taiwan	000034239 4/13/68	00034239 2/1/69	J. C. PENNEY COMPANY, INC.
PINWHEELS	Taiwan	080041967 9/13/91	00553040 3/1/92	J. C. PENNEY COMPANY, INC.
PLAIN POCKET	Taiwan	070018878 6/18/81	00175764 4/1/82	J. C. PENNEY COMPANY, INC.
RAFFERTY	Taiwan	080041979 9/13/91	00552892 3/1/92	J. C. PENNEY COMPANY, INC.
RAFFERTY	Taiwan	080041980 9/13/91	00553044 3/1/92	J. C. PENNEY COMPANY, INC.
ST JOHN S BAY	Taiwan	078056345 12/15/89	00488857 7/1/90	J. C. PENNEY COMPANY, INC.
SUNDAZZLERS	Taiwan	078056355 12/15/89	00489405 7/1/90	J. C. PENNEY COMPANY, INC.
SUTTON PLAZA	Taiwan	074004241 1/30/85	00296262 9/1/85	J. C. PENNEY COMPANY, INC.
THE FOX COLLECTION	Taiwan	078057665 12/22/89	00496253 9/1/90	J. C. PENNEY COMPANY, INC.
THE FOX COLLECTION	Taiwan	078057666 12/22/89	00491580 7/16/90	J. C. PENNEY COMPANY, INC.
TODDLETIME	Taiwan	078004392 1/31/89	00452320 9/1/89	J. C. PENNEY COMPANY, INC.
TODDLETIME	Taiwan	078004395 1/31/89	00454328 9/16/89	J. C. PENNEY COMPANY, INC.
TODDLETIME	Taiwan	078004394 1/31/89	00448439 7/16/89	J. C. PENNEY COMPANY, INC.
TODDLETIME	Taiwan	078004393 1/31/89	00454139 9/16/89	J. C. PENNEY COMPANY, INC.
TODDLETIME	Taiwan	000034169 4/8/68	00034169 2/1/69	J. C. PENNEY COMPANY, INC.
TOODLETIME	Taiwan	000034124 4/8/68	00034124 2/1/69	J. C. PENNEY COMPANY, INC.
TOWNCRAFT	Taiwan	078004391 1/31/89	00454190 9/16/89	J. C. PENNEY COMPANY, INC.
TRACK COURT	Taiwan	082036813 7/28/93	00632543 2/16/94	J. C. PENNEY COMPANY, INC.
TRACK COURT	Taiwan	082017358 4/21/93	00618554 11/1/93	J. C. PENNEY COMPANY, INC.
TRACK COURT	Taiwan	074004245 1/30/85	00296188 9/1/85	J. C. PENNEY COMPANY, INC.
VANDEMERE	Taiwan	078056347 12/15/89	00488648 7/1/90	J. C. PENNEY COMPANY, INC.
WHISPER STEPS	Taiwan	080041966 9/13/91	00553039 3/1/92	J. C. PENNEY COMPANY, INC.
WINDSOR BAY	Taiwan	070018876 6/18/81	00175763 4/1/82	J. C. PENNEY COMPANY, INC.

38

Trademark	Jurisdiction	Application No. Application Date	Registration No. Registration Date	Owner Name
WORTHINGTON	Taiwan	078056352 12/15/89	00488652 7/1/90	J. C. PENNEY COMPANY, INC.
925	Taiwan	084031982 6/27/95	00720810 7/1/96	J. C. PENNEY CORPORATION, INC.
A N A A NEW APPROACH	Taiwan	095019428 4/18/06	01238306 11/16/06	J. C. PENNEY CORPORATION, INC.
AMBRIELLE	Taiwan	095019424 4/18/06	01240614 12/1/06	J. C. PENNEY CORPORATION, INC.
ARIZONA	Taiwan	084015188 1/4/96	00740729 12/16/96	J. C. PENNEY CORPORATION, INC.
AZ	Taiwan	086060775 11/28/97	00836440 1/16/99	J. C. PENNEY CORPORATION, INC.
AZ ARIZONA JEAN CO	Taiwan	088047885 9/29/99	00926391 1/16/01	J. C. PENNEY CORPORATION, INC.
BODY TOUCHES BY DELICATES	Taiwan	088047886 9/29/99	00924172 1/16/01	J. C. PENNEY CORPORATION, INC.
BRIGHT FUTURE	Taiwan	082017345 4/21/93	00626300 1/1/94	J. C. PENNEY CORPORATION, INC.
CABIN CREEK	Taiwan	087042559 8/28/98	00868491 9/16/99	J. C. PENNEY CORPORATION, INC.
CABIN CREEK	Taiwan	080041964 9/13/91	00553037 3/1/92	J. C. PENNEY CORPORATION, INC.
CHRISTIE JILL	Taiwan	087042560 8/28/98	00868240 9/16/99	J. C. PENNEY CORPORATION, INC.
CITY STREETS	Taiwan	084044538 9/1/95	00728722 9/16/96	J. C. PENNEY CORPORATION, INC.
DELICATES SPA	Taiwan	088047887 9/29/99	00922014 1/1/01	J. C. PENNEY CORPORATION, INC.
EAST FIFTH	Taiwan	095019425 4/18/06	01238305 11/16/06	J. C. PENNEY CORPORATION, INC.
FASHION INFLUENCES	Taiwan	086060774 1/20/99	00889853 4/16/00	J. C. PENNEY CORPORATION, INC.
FLIRTITUDE	Taiwan	095019422 4/18/06	01239449 12/1/06	J. C. PENNEY CORPORATION, INC.
HUNT CLUB	Taiwan	090047339 11/20/01	01037852 3/16/03	J. C. PENNEY CORPORATION, INC.

39

Trademark	Jurisdiction	Application No. Application Date	Registration No. Registration Date	Owner Name
JC PENNEY	Taiwan	082017348 4/21/93	00655878 9/16/94	J. C. PENNEY CORPORATION, INC.
JC PENNEY HOME COLLECTION	Taiwan	086061238 12/2/97	00881709 2/1/00	J. C. PENNEY CORPORATION, INC.
JC PENNEY HOME COLLECTION	Taiwan	091037499 9/11/02	01063776 11/1/03	J. C. PENNEY CORPORATION, INC.
JC PENNEY HOME COLLECTION	Taiwan	091037497 9/11/02	01055907 9/1/03	J. C. PENNEY CORPORATION, INC.
JC PENNEY HOME COLLECTION	Taiwan	087006828 2/18/98	00845910 4/1/99	J. C. PENNEY CORPORATION, INC.
JC PENNEY HOME COLLECTION	Taiwan	086061239 12/2/97	00841993 3/1/99	J. C. PENNEY CORPORATION, INC.
JC PENNEY HOME COLLECTION	Taiwan	086061240 12/2/97	00843990 3/16/99	J. C. PENNEY CORPORATION, INC.
JCPENNEY	Taiwan	093001541 1/14/04	01122316 10/1/04	J. C. PENNEY CORPORATION, INC.
JCPENNEY	Taiwan	000050505 4/8/71	00050505 1/1/72	J. C. PENNEY CORPORATION, INC.
JCPENNEY	Taiwan	000050528 4/8/71	00050528 1/1/72	J. C. PENNEY CORPORATION, INC.
JCPENNEY HOME COLLECTION	Taiwan	091037500 9/11/02	01051190 7/16/03	J. C. PENNEY CORPORATION, INC.
JCPENNEY HOME COLLECTION	Taiwan	091037498 9/11/02	01051102 7/16/03	J. C. PENNEY CORPORATION, INC.
JF J FERRAR	Taiwan	089055516 9/30/00	00990666 3/16/02	J. C. PENNEY CORPORATION, INC.
LITTLE ARIZONA	Taiwan	087042561 8/28/98	00868241 9/16/99	J. C. PENNEY CORPORATION, INC.

40

Trademark	Jurisdiction	Application No. Application Date	Registration No. Registration Date	Owner Name
MIXIT	Taiwan	086060776 11/28/97	00836441 1/16/99	J. C. PENNEY CORPORATION, INC.
OKIE DOKIE	Taiwan	082017355 5/11/93	00620838 11/16/93	J. C. PENNEY CORPORATION, INC.
OKIE DOKIE	Taiwan	082017354 5/11/93	00626302 1/1/94	J. C. PENNEY CORPORATION, INC.
OPTIONS BY STAFFORD	Taiwan	086060777 11/28/97	00827264 11/16/98	J. C. PENNEY CORPORATION, INC.
PROTOCOL	Taiwan	080041963 9/13/91	00553127 3/1/92	J. C. PENNEY CORPORATION, INC.
ST JOHN S BAY	Taiwan	078056346 12/15/89	00488778 7/1/90	J. C. PENNEY CORPORATION, INC.
ST JOHN S BAY SAINTJOHN S BAY	Taiwan	074004243 1/30/85	00296189 9/1/85	J. C. PENNEY CORPORATION, INC.
ST JOHN S BAY ST JOHN S BAY ST JOHN S BAY	Taiwan	087042562 8/28/98	00868492 9/16/99	J. C. PENNEY CORPORATION, INC.
ST JOHN SBAY SJB	Taiwan	094011583 3/16/05	01175887 10/1/05	J. C. PENNEY CORPORATION, INC.
STAFFORD	Taiwan	072037259 9/7/83	00237566 3/1/84	J. C. PENNEY CORPORATION, INC.
STAFFORD EXECUTIVE	Taiwan	078056358 12/15/89	00488779 7/1/90	J. C. PENNEY CORPORATION, INC.
THE ORIGINAL ARIZONA JEAN COMPANY	Taiwan	084015182 4/1/95	00726151 9/1/96	J. C. PENNEY CORPORATION, INC.
THE ORIGINAL ARIZONA JEAN COMPANY	Taiwan	084015184 4/1/95	00711369 3/16/96	J. C. PENNEY CORPORATION, INC.
THE ORIGINAL ARIZONA JEAN COMPANY	Taiwan	084015183 4/1/95	00086805 12/1/96	J. C. PENNEY CORPORATION, INC.
THE ORIGINAL ARIZONA JEAN COMPANY	Taiwan	084015185 4/1/95	00722455 7/16/96	J. C. PENNEY CORPORATION, INC.
THE ORIGINAL ARIZONA JEAN COMPANY AZ	Taiwan	084015186 4/1/95	00711313 3/16/96	J. C. PENNEY CORPORATION, INC.

41

Trademark	Jurisdiction	Application No. Application Date	Registration No. Registration Date	Owner Name
THE ORIGINAL ARIZONA JEAN COMPANY AZ	Taiwan	084015187 4/1/95	00086688 12/1/96	J. C. PENNEY CORPORATION, INC.
THE ORIGINAL ARIZONA JEAN COMPANY AZ	Taiwan	084015189 4/1/95	00726149 9/1/96	J. C. PENNEY CORPORATION, INC.
TOWNCRAFT	Taiwan	078004388 1/31/89	00454138 9/16/89	J. C. PENNEY CORPORATION, INC.
TOWNCRAFT	Taiwan	078004389 1/31/89	00456060 10/1/89	J. C. PENNEY CORPORATION, INC.
UNDERESCORE	Taiwan	087042563 8/28/98	00868242 9/16/99	J. C. PENNEY CORPORATION, INC.
WORTHINGTON	Taiwan	080041960 9/13/91	00553036 3/1/92	J. C. PENNEY CORPORATION, INC.
J C P	Venezuela	1971-002059 1/1/71	F068560 4/21/72	J. C. PENNEY COMPANY, INC.

(F) Trademark Licenses

Licensor	Licensee	Marks Licensed	Type of License
L.C. Licensing, Inc.*	Eastman Footwear Corp.	Most recent licensed marks: Claiborne Concepts by Claiborne Axcess	Grant includes a license to manufacture, advertise, merchandise, promote, sell, and distribute
Liz Claiborne, Inc., Liz Claiborne Cosmetics, Inc., L.C. Licensing, Inc., Juicy Couture, Inc. and Lucky Brand Dungarees, Inc. (collectively, “Licensor”)*	Elizabeth Arden, Inc. (“Licensee”)	The term “Licensed Marks” means LIZ CLAIBORNE, LIZ CLAIBORNE NEW YORK, CLAIBORNE, and LIZ (“Liz Stand-Alone Marks”), Liz Combination Marks (Marks incorporating a Liz Stand-Alone Mark with a Non-Liz Mark (e.g. CURVE, BORA BORA, MAMBO etc.) and Juicy Couture, Kate Spade and other marks not involved in the contemplated transaction	Licensor grants to Licensee an exclusive, royalty-bearing license to use the Licensed Marks to manufacture, market, advertise, promote, sell and distribute the licensed products to all accounts where prestige fragrance products are sold worldwide. Notwithstanding anything to the contrary Licensor grants to Licensee an exclusive, fully-paid, royalty-free license to use the Liz Combination Marks to manufacture, market, advertise, promote, sell and distribute Licensed Products bearing the Liz Combination Marks (but not Licensed Marks without the Non-Liz Marks) to all accounts where prestige fragrances are sold worldwide.
L.C. Licensing, Inc.*	The Levy Group	(1) Liz Claiborne (2) Elisabeth (3) Claiborne (each of (1), (2), and (3) in a certain type style and typeface)	Exclusive license to use each licensed mark (other than Elisabeth and Liz Claiborne Woman) as a trademark in connection with the manufacture, advertising, merchandising, promotion, sale and distribution to the trade.

42

Licensor	Licensee	Marks Licensed	Type of License
		(4) Crazy Horse (5) First Issue (6) Liz Sport (7) Liz Claiborne Woman (8) Composites for Claiborne (9) Axcess (10) Sudio by Liz Claiborne (11) Liz Claiborne Lizwear (12) Studio – A Claiborne Company (13) Composites by Liz Claiborne (14) Composites – A Claiborne Company (15) Classics by Liz Claiborne (16) Classics – A Claiborne Company
Mars, Incorporated*	Monet International, Inc.	3 Musketeers M&M’S Various pictorial and logo representations of M&M’S Milky Way Snickers Skittles Starburst	Limited, nonexclusive, non-transferrable right to use marks in connection with design, manufacturing, promotion, distribution, and sale of licensed products through licensed trade channels. Products can be co-branded with other Liz associated marks. Liz Claiborne is the licensee.
Liz Claiborne, Inc. (“Company”)*	QVC	LIZ CLAIBORNE NEW YORK (the “Mark”)	Company grants to QVC during the term, both exclusive and non-exclusive licenses in various territories to promote certain identified products using the Mark
Licensing, Inc.*	Safilo, USA	Liz Claiborne Claiborne Villager Crazy Horse First Issue Axcess Lizwear Juicy Couture (limited to Canada and USA) Liz & Co. Concepts by Claiborne Composites	Exclusive license to use each licensed mark in the territory as trademarks in connection with the manufacture, advertising, merchandising, promotion, sale and distribution of approved LC merchandise to approved customers
L.C. Licensing, Inc.*	Swank, Inc.	Axcess Claiborne Claiborne by John Bartlett Concepts by Claiborne	Exclusive license to use licensed marks in the territory as trademarks in connection with the manufacture, advertising, merchandising, promotion, sale and distribution of approved merchandise to approved customers
Liz Claiborne, Inc. and L.C. Licensing, Inc.*	Canada, Inc. d/b/a Future Fashions	Liz Claiborne Claiborne Liz Wear Liz Sport	License to use licensed marks in the territory as trademarks in connection with the manufacture, advertising, merchandising, promotion, sale and distribution of approved licensed merchandise to approved customers

43

Licensor	Licensee	Marks Licensed	Type of License
		Liz Golf Liz & Co. Liz Studio Concepts by Claiborne Axcess
L.C. Licensing, Inc.*	Charles Komar & Sons, Inc.	Liz Claiborne Liz Claiborne Woman Lizwear Liz & Co Axcess Villager	Exclusive license to use licensed marks in the territory as trademarks in connection with the manufacture, advertising, merchandising, promotion, sale and distribution of approved merchandise to approved customers
J. C. Penney Corporation, Inc. (“Purchaser”)	Liz Claiborne, Inc. (“Seller”)	Lizwear Liz Claiborne New York LCNY	Purchaser grants to Seller a royalty free reverse license with respect to certain acquired trademarks, as part of the acquisition.

* J. C. Penney Corporation acquired the Trademarks referred to herein subject to the Trademark licenses referred to herein, which are continuing pursuant to the terms of the underlying license agreements.

(G) Trade Secret Licenses

None.

44

APPENDIX A

[see attached]

45

This list contains titles in document V3608D709

Document title: Earring & 496 other titles.

The complete document is: V3608 D709 P1-17

List of titles:

001	Earring. Style no 9920. VA000063448.
002	Optimal earring: no 05005. VA0000234622.
003	Optimal necklace: no 08050. VA0000234621.
004	Harp pin with rhinestones: no 47686-G/CRY. VA0000757611.
005	Christmas tree pin: no 47412. VA0000825387.
006	Christmas tree pin with rhinestones: 47412-GCRY. VA0000764458.
007	Flower swirl pin with rhinestones in center: 47418-G/CRY. VA0000757612.
008	Snowflake pin with rhinestones: no 47414-G/CRY. VA0000757610.
009	14K earwire: no 38046. VA0000825395.
010	14K gold filled earwires: no 45370. VA0000867887.
011	14K gold filled earwires: no 45651. VA0000867888.
012	14K gold filled earwires: no 92839. VA0000867894.
013	14K gold filled earwires: no 93658. VA0000867896.
014	14K gold posts: no 65844. VA0000858780.
015	34882. VA0000825327.
016	36697. VA0000825321.
017	36766. VA0000825322.
018	37191. VA0000825363.
019	45165. VA0000867947.
020	45360. VA0000867923.
021	45409PE. VA0000878073.
022	45840. VA0000878071.
023	45843. VA0000878070.
024	45854. VA0000867585.
025	45855. VA0000867906.
026	45856. VA0000867587.
027	45857. VA0000867586.
028	45860. VA0000867865.
029	45861. VA0000867956.
030	45862. VA0000867588.
031	45866. VA0000867922.

032	45869. VA0000867907.
033	45882. VA0000867898.
034	45886. VA0000867867.
035	45892. VA0000867921.
036	45893. VA0000867948.
037	45894. VA0000867869.
038	45897. VA0000867920.
039	45898. VA0000867955.
040	45902. VA0000878083.
041	45905. VA0000867895.
042	46165. VA0000878077.
043	46242. VA0000878072.
044	49386. VA0000878084.
045	Bracelet: no 36186. VA0000842970.
046	Bracelet: no 37179. VA0000842919.
047	Bracelet: no 37578. VA0000843077.
048	Bracelet: no 39944. VA0000858778.
049	Bracelet: no 44273. VA0000842981.
050	Bracelet: no 44761. VA0000858785.
051	Bracelet: no 45393. VA0000842987.
052	Bracelet: no 45394. VA0000843107.
053	Bracelet: no 45580. VA0000842855.
054	Bracelet: no 45596. VA0000842853.
055	Bracelet: no 65064. VA0000842980.
056	Bracelet: no 65183. VA0000843101.
057	Bracelet: no 65259. VA0000842969.
058	Bracelet: no 65260. VA0000842893.
059	Bracelet: no 65261. VA0000842922.
060	Bracelet: no 65395. VA0000858763.
061	Bracelet: no 66258. VA0000843096.
062	Bracelet: no 92626. VA0000843085.
063	Bracelet: no 92632. VA0000843076.
064	Bracelet: style no 37562. VA0000842996.
065	Bracelet: style no 65196. VA0000843084.
066	Charm: style no 45863. VA0000867910.
067	Charms: style no 45852. VA0000867957.
068	Charms: style no 45858. VA0000867945.

069	Charms: style no 45879. VA0000867946.
070	Charms: style no 45895. VA0000867584.
071	Charms: style no 45896. VA0000867583.
072	Charms: style no 45904. VA0000867873.
073	Clip earring: no 41599. VA0000825388.
074	Clip earring: no 41655. VA0000843087.
075	Clip earring: no 41919. VA0000842844.
076	Clip earring: no 45379. VA0000842858.
077	Clip earring: no 45381. VA0000842907.
078	Clip earring: no 45415. VA0000842912.
079	Clip earring: no 45416. VA0000842983.
080	Clip earring: no 45635. VA0000842918.
081	Clip earring: no 45658. VA0000842854.
082	Clip earring: no 45724. VA0000842992.
083	Clip earring: no 65284. VA0000842917.
084	Clip earring: no 66279. VA0000842840.
085	Clip earring: no 66280. VA0000842998.
086	Clip earring: style no 45401. VA0000843090.
087	Clip earring: style no 45402. VA0000842847.
088	Clip earring: style no 45411. VA0000842900.
089	Clip earring: style no 45412. VA0000842904.
090	Clip earring: style no 46395. VA0000878092.
091	Clip earring: style no 45633. VA0000842994.
092	Clips: no 92675. VA0000867952.
093	Clips: no 93385. VA0000867893.
094	Clips: no 93692. VA0000867897.
095	Comfort clips: no 64340. VA0000867890.
096	Earwires: no 44768. VA0000843089.
097	Earwires: no 45371. VA0000842841.
098	Earwires: no 41917. VA0000842843.
099	Earwires: no 45404. VA0000842903.
100	Earwires: no 45406. VA0000842842.
101	Earwires: no 65070. VA0000843088.
102	Earwires: no 65073. VA0000843073.
103	Luxury clips: no 45673. VA0000867954.
104	Luxury clips: no 45677. VA0000867915.
105	Monet 96’ holiday box. VA0000880959.

106	Monet clip earrings. VA0000825362.
107	Necklace: no 37142. VA0000842891.
108	Necklace: no 37148. VA0000842964.
109	Necklace: no 39919. VA0000858790.
110	Necklace: no 44242. VA0000842978.
111	Necklace: no 44754. VA0000843104.
112	Necklace: no 45345. VA0000842927.
113	Necklace: no 45346. VA0000843093.
114	Necklace: no 45348. VA0000842995.
115	Necklace: no 45349. VA0000842908.
116	Necklace: no 45351. VA0000842859.
117	Necklace: no 45353. VA0000842846.
118	Necklace: no 45356. VA0000842857.
119	Necklace: no 45357. VA0000842860.
120	Necklace: no 45382. VA0000843852.
121	Necklace: no 45383. VA0000842845.
122	Necklace: no 45383. VA0000842861.
123	Necklace: no 45384. VA0000842979.
124	Necklace: no 45392. VA0000842967.
125	Necklace: no 45616. VA0000843098.
126	Necklace: no 45618. VA0000842856.
127	Necklace: no 45638. VA0000842993.
128	Necklace: no 45639. VA0000842988.
129	Necklace: no 48048. VA0000907477.
130	Necklace: no 48104. VA0000907476.
131	Necklace: no 48123. VA0000907479.
132	Necklace: no 48181. VA0000907478.
133	Necklace: no 65052. VA0000842982.
134	Necklace: no 65055. VA0000842925.
135	Necklace: no 65058. VA0000842924.
136	Necklace: no 65250. VA0000842911.
137	Necklace: no 65258. VA0000843106.
138	Necklace: no 66249. VA0000842895.
139	Necklace: no 66250. VA0000843086.
140	Necklace: no 66251. VA0000842894.
141	Necklace: no 66252. VA0000843079.
142	Necklace: no 92500. VA0000842973.

143	Necklace: no 92600. VA0000842984.
144	Necklace: no 92606. VA0000842921.
145	Necklace: no 92612. VA0000842928.
146	Necklace: style no 44755. VA0000878088.
147	Necklace: style no 45385. VA0000842848.
148	Necklace: style no 45389. VA0000842965.
149	Necklace: style no 45619. VA0000842961.
150	Necklace: style no 45621. VA0000842976.
151	No 34367. VA0000825326.
152	No 34758. VA0000825354.
153	No 34889. VA0000825355.
154	No 35631. VA0000825324.
155	No 35635. VA0000825369.
156	No 35642. VA0000825325.
157	No 36180. VA0000825366.
158	No 36193. VA0000825353.
159	No 36531. VA0000825337.
160	No 36538. VA0000825329.
161	No 36642. VA0000825336.
162	No 36660. VA0000825323.
163	No 36679. VA0000825367.
164	No 36694. VA0000825365.
165	No 36694. VA0000825317.
166	No 36696. VA0000825340.
167	No 36703. VA0000825314.
168	No 36704. VA0000825319.
169	No 36708. VA0000825318.
170	No 36710. VA0000825338.
171	No 36747. VA0000825315.
172	No 36762. VA0000825313.
173	No 36773. VA0000825316.
174	No 36777. VA0000825320.
175	No 37141. VA0000825364.
176	No 37146. VA0000825368.
177	No 37561. VA0000825345.
178	No 37574. VA0000825335.
179	No 37579. VA0000825346.

180	No 37964. VA0000825374.
181	No 37965. VA0000825349.
182	No 37967. VA0000825356.
183	No 37968. VA0000825351.
184	No 37969. VA0000825373.
185	No 37973. VA0000825376.
186	No 37975. VA0000825352.
187	No 38007. VA0000825375.
188	No 38045. VA0000825359.
189	No 38048. VA0000825361.
190	No 38053. VA0000825360.
191	No 38434. VA0000825378.
192	No 38434. VA0000825378.
193	No 39527. VA0000825384.
194	No 39600. VA0000858779.
195	No 39602. VA0000858809.
196	No 39603. VA0000858827.
197	No 39604. VA0000858839.
198	No 39606. VA0000825380.
199	No 39920. VA0000858757.
200	No 39925. VA0000858765.
201	No 39927. VA0000858801.
202	No 39936. VA0000858833.
203	No 39938. VA0000858755.
204	No 39954. VA0000858811.
205	No 39999. VA0000825382.
206	No 41577. VA0000825377.
207	No 41600. VA0000858840.
208	No 41648. VA0000825383.
209	No 41745. VA0000858802.
210	No 41826. VA0000858804.
211	No 41916. VA0000825381.
212	No 44246. VA0000858775.
213	No 44247. VA0000858805.
214	No 44292. VA0000858813.
215	No 44338. VA0000858808.
216	No 44340. VA0000858756.

217	No 44360. VA0000858814.
218	No 44376. VA0000858803.
219	No 44424. VA0000858760.
220	No 44629. VA0000825312.
221	No 44689. VA0000825344.
222	No 44700. VA0000825342.
223	No 44705. VA0000825358.
224	No 44748. VA0000858838.
225	No 44752. VA0000825370.
226	No 44754. VA0000858752.
227	No 44759. VA0000858841.
228	No 44763. VA0000858789.
229	No 44764. VA0000858842.
230	No 44771. VA0000858843.
231	No 44778. VA0000858754.
232	No 44784. VA0000858835.
233	No 44785. VA0000858831.
234	No 44835. VA0000867908.
235	No 44844. VA0000858819.
236	No 44845. VA0000858847.
237	No 44847. VA0000858786.
238	No 44848. VA0000858766.
239	No 45215. VA0000858788.
240	No 45283. VA0000858753.
241	No 45305. VA0000825343.
242	No 45344. VA0000858816.
243	No 45358. VA0000867918.
244	No 45359. VA0000867881.
245	No 45361. VA0000867837.
246	No 45362. VA0000867879.
247	No 45363. VA0000867592.
248	No 45364. VA0000867591.
249	No 45365. VA0000867878.
250	No 45366. VA0000867868.
251	No 45367. VA0000867839.
252	No 45369. VA0000867875.
253	No 45374. VA0000867582.

254	No 45375. VA0000867880.
255	No 45376. VA0000867876.
256	No 45377. VA0000867838.
257	No 45378. VA0000867593.
258	No 45380. VA0000867874.
259	No 45418. VA0000867849.
260	No 45422. VA0000867886.
261	No 45423. VA0000867848.
262	No 45427. VA0000867850.
263	No 45428. VA0000867843.
264	No 45435. VA0000867842.
265	No 45433. VA0000867913.
266	No 45434. VA0000867844.
267	No 45437. VA0000867589.
268	No 45579. VA0000867903.
269	No 45590. VA0000867914.
270	No 45624. VA0000848334.
271	No 45652. VA0000867851.
272	No 45670. VA0000867949.
273	No 45674. VA0000867950.
274	No 45867. VA0000867863.
275	No 45903. VA0000867861.
276	No 46167. VA0000867862.
277	No 64794. VA0000825331.
278	No 64798. VA0000825328.
279	No 64800. VA0000825333.
280	No 64801. VA0000825347.
281	No 64802. VA0000825332.
282	No 64803. VA0000825330.
283	No 64804. VA0000858758.
284	No 64808. VA0000825334.
285	No 65062. VA0000848333.
286	No 65197. VA0000825341.
287	No 65251. VA0000825357.
288	No 65380. VA0000858782.
289	No 65381. VA0000858821.
290	No 65388. VA0000858815.

291	No 65396. VA0000858849.
292	No 65400. VA0000858787.
293	No 65408. VA0000858825.
294	No 65414. VA0000858846.
295	No 65414. VA0000858823.
296	No 65448. VA0000858768.
297	No 65450. VA0000858783.
298	No 65452. VA0000858818.
299	No 65681. VA0000858824.
300	No 65753. VA0000858777.
301	No 65754. VA0000858806.
302	No 65755. VA0000858817.
303	No 65760. VA0000858836.
304	No 65762. VA0000858751.
305	No 65772. VA0000858812.
306	No 65773. VA0000858764.
307	No 65774. VA0000858851.
308	No 65776. VA0001018786.
309	No 65778. VA0000858769.
310	No 65779. VA0000858810.
311	No 65780. VA0000858822.
312	No 65782. VA0000858781.
313	No 65785. VA0000858807.
314	No 65787. VA0000858770.
315	No 65788. VA0000858776.
316	No 65789. VA0000858830.
317	No 65790. VA0000858837.
318	No 65830. VA0000858828.
319	No 65846. VA0000858829.
320	No 65847. VA0000858850.
321	No 65873. VA0000858784.
322	No 65874. VA0000867859.
323	No 65878. VA0000858845.
324	No 65879. VA0000858820.
325	No 65913. VA0000825372.
326	No 65914. VA0000825371.
327	No 66021. VA0000858852.

328	No 66026. VA0000858774.
329	No 66027. VA0000858826.
330	No 66028. VA0000858848.
331	No 66030. VA0000867912.
332	No 66031. VA0000858773.
333	No 66032. VA0000858844.
334	No 66033. VA0000858834.
335	No 66034. VA0000867872.
336	No 66045. VA0000858771.
337	No 66067. VA0000867866.
338	No 66069. VA0000867889.
339	No 66072. VA0000867961.
340	No 66073. VA0000867902.
341	No 92120. VA0000825385.
342	No 92130. VA0000825386.
343	No 92598. VA0000867835.
344	No 92604. VA0000867856.
345	No 92614. VA0000867857.
346	No 92616. VA0000867884.
347	No 92647. VA0000867882.
348	No 92649. VA0000867594.
349	No 92659. VA0000867845.
350	No 92677. VA0000867951.
351	No 92679. VA0000867891.
352	No 92691. VA0000867841.
353	No 92697. VA0000867871.
354	No 92705. VA0000867870.
355	No 92707. VA0000867853.
356	No 92709. VA0000867883.
357	No 92713. VA0000867858.
358	No 92717. VA0000867840.
359	No 92829. VA0000867846.
360	No 92835. VA0000867924.
361	No 92849. VA0000867854.
362	No 92851. VA0000867855.
363	No 92855. VA0000867860.
364	No 92865. VA0000867885.

365	No 93113. VA0000867836.
366	No 93141. VA0000867917.
367	No 93173. VA0000867909.
368	No 93253. VA0000867959.
369	No 93263. VA0000867579.
370	No 93281. VA0000867577.
371	No 93285. VA0000867578.
372	No 93289. VA0000867899.
373	No 93327. VA0000867580.
374	No 93331. VA0000867892.
375	No 93652. VA0000867864.
376	No 93678. VA0000867852.
377	No 93811. VA0000867847.
378	Pierced earring: no 34365. VA0000842991.
379	Pierced earring: no 37193. VA0000843069.
380	Pierced earring: no 41578. VA0000843082.
381	Pierced earring: no 41635. VA0000843105.
382	Pierced earring: no 41696. VA0000842986.
383	Pierced earring: no 41744. VA0000825393.
384	Pierced earring: no 45350. VA0000843081.
385	Pierced earring: no 45372. VA0000842906.
386	Pierced earring: no 45407. VA0000842959.
387	Pierced earring: no 45408. VA0000842901.
388	Pierced earring: no 45630. VA0000842909.
389	Pierced earring: no 45654. VA0000842905.
390	Pierced earring: no 45684. VA0000842997.
391	Pierced earring: no 48209. VA0000907475.
392	Pierced earring: no 49026. VA0000907480.
393	Pierced earring: no 65074. VA0000842914.
394	Pierced earring: no 65274. VA0000843074.
395	Pierced earring: no 92524. VA0000842916.
396	Pierced earring: no 92671. VA0000843094.
397	Pierced earring: no 93381. VA0000843071.
398	Pierced earring: no 93855. VA0000842926.
399	Pierced earring: style no 45399. VA0000842962.
400	Pierced earring: style no 45400. VA0000842897.
401	Pierced earring: style no 45403. VA0000842898.

402	Pierced earring: style no 45405. VA0000842902.
403	Pierced earring: style no 45413. VA0000842896.
404	Pierced earring: style no 45414. VA0000842899.
405	Pierced earring: style no 45628. VA0000842966.
406	Pierced earring: style no 45629. VA0000842989.
407	Pierced earring: style no 45632. VA0000842977.
408	Pierced earring: style no 45688. VA0000842985.
409	Pierced earring: style no 45692. VA0000842971.
410	Pierced earring: style no 66263. VA0000842849.
411	Pierced earring: style no 66275. VA0000842892.
412	Pin: no 34790. VA0000842850.
413	Pin: no 37184. VA0000842972.
414	Pin: no 37966. VA0000825392.
415	Pin: no 38008. VA0000825394.
416	Pin: no 39987. VA0000943103.
417	Pin: no 39988. VA0000858761.
418	Pin: no 39995. VA0000843083.
419	Pin: no 39998. VA0000858762.
420	Pin: no 45329. VA0000867916.
421	Pin: no 45396. VA0000843108.
422	Pin: no 45419. VA0000867904.
423	Pin: no 45420. VA0000867911.
424	Pin: no 45426. VA0000867901.
425	Pin: no 45429. VA0000867905.
426	Pin: no 45435. VA0000867900.
427	Pin: no 64799. VA0000842839.
428	Pin: no 65067. VA0000842923.
429	Pin: no 65068. VA0000842960.
430	Pin: no 65262. VA0000842963.
431	Pin: no 65263. VA0000842851.
432	Pin: no 65264. VA0000842968.
433	Pin: no 65399. VA0000842975.
434	Pin: no 65680. VA0000843070.
435	Pin: no 65777. VA0000843075.
436	Pin: no 65783. VA0000842929.
437	Pin: no 66260. VA0000843099.
438	Pin: no 66262. VA0000843078.

439	Pin: no 92638. VA0000842920.
440	Pin: no 92640. VA0000842910.
441	Pin: no 92642. VA0000843102.
442	Pin: no 92687. VA0000843100.
443	Pin: no 92693. VA0000842930.
444	Pin: no 92699. VA0000843080.
445	Pin: no 92711. VA0000842913.
446	Pin: no 93175. VA0000842974.
447	Pin: no 93287. VA0000867590.
448	Pin: no 93624. VA0000867919.
449	Pin: style no 34793. VA0000843072.
450	Pin: style no 45388. VA0000842915.
451	Pin: style no 45397. VA0000842990.
452	Pin: style no 45398. VA0000843091.
453	Pin: style no 45425. VA0000843092.
454	Pin: style no 45625. VA0000843095.
455	Pin: style no 92719. VA0000843097.
456	Sterling silver bracelet: style no 36671. VA0000825391.
457	Sterling silver clip earring: no 36765. VA0000825390.
458	Sterling silver pierced earring: no 36776. VA0000825389.
459	Style no 46241. VA0000878086.
460	Surgical steel earwires: no 41905. VA0000858767.
461	Surgical steel earwires: no 41907. VA0000858759.
462	Surgical steel earwires: no 41915. VA0000858772.
463	Surgical steel earwires: no 93293. VA0000867960.
464	Surgical steel eyewires: no 44726. VA0000825379.
465	Surgical steel posts: no 44773. VA0000858832.
466	Surgical steel posts: no 45368. VA0000867958.
467	Surgical steel posts: no 92644. VA0000867953.
468	Surgical steel posts: no 93301. VA0000867576.
469	Surgical steel posts: no 93305. VA0000867581.
470	Surgical steel posts: no 93674. VA0000867877.
471	47166. VA0000878082.
472	47253. vA0000878076.
473	47977BRAC. VA0000878075.
474	48320PE. VA0000878078.
475	49391. VA0000878069.

476	49393. VA0000878074.
477	49405. VA0000878081.
478	49414. VA0000878079.
479	49460, 14KPE. VA0000878080.
480	49465, 14KPE. va0000878085.
481	Charm: no 46166. VA0000878093.
482	Clip earring: style no 46403. VA0000878091.
483	Clip earring: style no 49368. VA0000878094.
484	Monet 96’ Mother’s Day box. VA0000880961.
485	Monet ‘97 national box. VA0000880957.
486	Necklace: style no 46390. VA0000878089.
487	Necklace: style no 48187. VA0000878087.
488	Necklace: style no 49534.
489	Pierced earring: style no 46409. VA0000878090.
490	Pin: style no 49403. VA0000878095.
491	23798. VA0001011016.
492	29141. VA0001011017.
493	29142. VA0001011016.
494	29143. VA0001011019.
495	29144. VA0001011020.
496	29145. VA0001011021.
497	29146. VA0001011022.

End of titles list for document V3608D709

This is not a legal document.

How to obtain a copy of a recorded document: http://www.copyright.gov/circs/circ06.pdf

U.S. Copyright Office

101 Independence Ave., S.E.

Washington, D.C. 20559-6000

(202) 707-3000

II. COMMERCIAL TORT CLAIMS

None.

III. RESERVED.

IV. AIRCRAFT, AIRCRAFT ENGINES AND PROPELLERS

Aircraft	Registration System	Jurisdiction	Liens or Encumbrances
Gulfstream G-IV – SP- Serial Number 1451	FAA Registry (N244J)	United States	Lease1
Gulfstream GIV-X (G450) –S/N 4159	FAA Registry (N451C)	United States	None
Gulfstream GIV-X (G450) –S/N 4192	FAA Registry (N1902P)	United States	None

Engines

Rolls Royce – TAY 611SER

Rolls Royce – TAY 611 – 8C

Rolls Royce – TAY 611 – 8C

Propellers

Any Propellers attached to the Aircraft (as defined in the Pledge and Security Agreement) as of May 22, 2013

¹  This aircraft is presently leased to an unrelated third-party, Worldwide Jet Charter, LLC. pursuant to the terms of an Aircraft Lease Agreement dated on or about March 24, 2011. The extended term of the lease ends on June 22, 2013.

SCHEDULE 5.2-46

SCHEDULE 5.4 TO

PLEDGE AND SECURITY AGREEMENT

FINANCING STATEMENTS:

Grantor	Filing Jurisdiction(s)
J. C. Penney Company, Inc.	Delaware
J. C. Penney Corporation, Inc.	Delaware
J. C. Penney Purchasing Corporation	New York
JCP Real Estate Holdings, Inc.	Delaware
J. C. Penney Properties, Inc.	Delaware

SCHEDULE 5.4-1

SCHEDULE 5.5

TO PLEDGE AND SECURITY AGREEMENT

(see attached)

2

Equipment Locations

Store Number	Type/Use	Address	City	State
1	MAIN STORE	722 J.C. PENNEY DRIVE	KEMMERER	WY
4	MAIN STORE	990 22ND AVE S	BROOKINGS	SD
5	MAIN STORE	9501 ARLINGTON EXPY STE 105	JACKSONVILLE	FL
7	MAIN STORE	PO BOX 7126	AUBURN	NY
12	MAIN STORE	78 E MAIN ST	PRICE	UT
16	MAIN STORE	1170 CENTRAL AVE	DUNKIRK	NY
17	MAIN STORE	1425 S SANTA FE AVE	CHANUTE	KS
26	MAIN STORE	124 S MAIN ST	PENDLETON	OR
27	MAIN STORE	12300 SE 82ND AVE	PORTLAND	OR
30	MAIN STORE	14301 BURNHAVEN DR	BURNSVILLE	MN
43	MAIN STORE	621 MAIN ST	ALAMOSA	CO
44	MAIN STORE	3542 S MARYLAND PKWY	LAS VEGAS	NV
46	MAIN STORE	701 RICHMOND RD	RICHMOND HEIGHTS	OH
52	MAIN STORE	321 MAIN ST	FORT MORGAN	CO
55	MAIN STORE	4600 S MEDFORD DR STE 2000	LUFKIN	TX
56	MAIN STORE	413 DAKOTA AVE	WAHPETON	ND
58	MAIN STORE	2050 PONCE BY PASS STE 200	PONCE	PR
63	MAIN STORE	212 E 2ND ST	THE DALLES	OR
65	MAIN STORE	1309 ADAMS AVE	LA GRANDE	OR
67	MAIN STORE	500 LEHIGH VALLEY MALL	WHITEHALL	PA
89	MAIN STORE	2321 DAVE LYLE BLVD	ROCK HILL	SC
90	HOME STORE	4861 NORTH STONE	TUCSON	AZ
90	MAIN STORE	4530 N ORACLE RD	TUCSON	AZ
99	MAIN STORE	300 CROSS CREEK MALL MORGANTOWN RD AND 401 BY-PASS	FAYETTEVILLE	NC
102	MAIN STORE	9801 CORTANA PL	BATON ROUGE	LA
104	MAIN STORE	201-209 WEST C ST	MCCOOK	NE
106	MAIN STORE	401 NE NORTHGATE WAY STE 475	SEATTLE	WA
109	ADDITIONAL SPACE	1330 DUANE STREET	ASTORIA	OR
109	MAIN STORE	1343 COMMERCIAL ST	ASTORIA	OR
113	MAIN STORE	PO BOX 668	WILLISTON	ND
116	MAIN STORE	81 ROCKINGHAM PARK BLVD	SALEM	NH
120	MAIN STORE	301 WYOMING BLVD SE	CASPER	WY
129	MAIN STORE	600 S CARPENTER AVE	KINGSFORD	MI
130	MAIN STORE	601-635 HARRY L DR STE 99	JOHNSON CITY	NY
133	MAIN STORE	25 LILAC MALL (RT 125)	ROCHESTER	NH
135	MAIN STORE	344 V BUCKLAND HLS DR STE 7000	MANCHESTER	CT
141	MAIN STORE	1207 N COMMERCE	ARDMORE	OK
152	MAIN STORE	4835 PROMENADE PKWY	BESSEMER	AL
157	MAIN STORE	2180 S GILBERT RD	CHANDLER	AZ
161	MAIN STORE	5043 JIMMY LEE SMITH PKWY	HIRAM	GA
162	MAIN STORE	90 E LOCUST ST	CANTON	IL
163	MAIN STORE	800 FOXCROFT AVE STE 800	MARTINSBURG	WV
168	MAIN STORE	300 MONTGOMERY MALL	NORTH WALES	PA
170	MAIN STORE	720 N 12TH ST (US 641)	MURRAY	KY
171	MAIN STORE	10225 77TH ST	PLEASANT PRAIRIE	WI
174	LICENSE AGREEMENT	901 AVE OF THE AMERICAS STE137	NEW YORK	NY
174	MAIN STORE	100 W 33RD ST	NEW YORK	NY
178	MAIN STORE	333 MAIN ST STE 200	OAK RIDGE	TN
179	MAIN STORE	6051 SKILLMAN ST	DALLAS	TX
182	MAIN STORE	1800 DAISY ST EXT STE 2	CLEARFIELD	PA
183	MAIN STORE	2100 HAMILTON PLACE BLVD	CHATTANOOGA	TN
184	MAIN STORE	990 NW BLUE PKWY	LEES SUMMIT	MO
185	MAIN STORE	1150 W CARL SANDBURG DR	GALESBURG	IL
192	MAIN STORE	11801 FAIR OAKS MALL	FAIRFAX	VA
194	MAIN STORE	9100 MCHUGH DR STE 576	LANHAM	MD

Page 1 of 23

Equipment Locations

Store Number	Type/Use	Address	City	State
195	MAIN STORE	63 SERRAMONTE CTR	DALY CITY	CA
196	MAIN STORE	222 S STATE ST	FAIRMONT	MN
197	MAIN STORE	SEND TO SL SHARED SERVICES CTR	BROOKLYN	NY
198	MAIN STORE	SEND TO SL SHARED SERVICES CTR	MONROE	NC
199	MAIN STORE	500 MONROEVILLE MALL	MONROEVILLE	PA
200	MAIN STORE	SEND TO SL SHARED SERVICES CTR	SEATTLE	WA
201	MAIN STORE	10101 E INDEPENDENCE BLVD	MATTHEWS	NC
202	MAIN STORE	1754 FRANKLIN MILLS CIR	PHILADELPHIA	PA
203	MAIN STORE	1067 W BALTIMORE PIKE US 1	MEDIA	PA
204	MAIN STORE	2700 POTOMAC MILLS CIR	WOODBRIDGE	VA
207	MAIN STORE	2500 W MORELAND RD	WILLOW GROVE	PA
209	MAIN STORE	3411 MERCHANT BLVD	ABINGDON	MD
211	MAIN STORE	3200 W EMPIRE MALL	SIOUX FALLS	SD
214	MAIN STORE	200 WESTERN AVE NW STE A	FARIBAULT	MN
217	MAIN STORE	14370 BEAR VALLEY RD	VICTORVILLE	CA
218	MAIN STORE	6020 E 82ND ST STE 700	INDIANAPOLIS	IN
219	MAIN STORE	3400 BELL AIR MALL	MOBILE	AL
220	MAIN STORE	1500 E WASHINGTON AVE	UNION GAP	WA
221	MAIN STORE	1155 CARLISLE ST	HANOVER	PA
225	MAIN STORE	2005 VETERANS BLVD	DUBLIN	GA
226	MAIN STORE	2200 S 10TH ST	MCALLEN	TX
231	MAIN STORE	10450 S STATE ST STE 2106	SANDY	UT
232	ADDITIONAL SPACE	4502 S STEELE	TACOMA	WA
232	MAIN STORE	4502 S STEELE STE 200	TACOMA	WA
237	MAIN STORE	3 ORLAND SQ DR	ORLAND PARK	IL
241	MAIN STORE	2000 RT 38 STE 1000	CHERRY HILL	NJ
244	MAIN STORE	1391 E HIGHLAND AVE STE 101	SELMA	AL
246	MAIN STORE	20700 AVALON BLVD STE 500	CARSON	CA
249	MAIN STORE	901 W MORTON	JACKSONVILLE	IL
250	MAIN STORE	67 LAKEWOOD CTR MALL	LAKEWOOD	CA
251	HOME STORE	8235 WEST BELL ROAD	PEORIA	AZ
251	MAIN STORE	7750 W ARROWHEAD TOWNE CENTER	GLENDALE	AZ
251	OUTSIDE STOCKROOM	10297 WEST VAN BUREN, SUITE 14	TOLLESON	AZ
253	MAIN STORE	3501 GRANVILLE AVE	MUNCIE	IN
258	MAIN STORE	734 MARKET ST	FARMINGTON	MO
258	SIGN AGREEMENT	734 MARKET ST	FARMINGTON	MO
259	MAIN STORE	3111 S 31ST ST STE 3301	TEMPLE	TX
260	MAIN STORE	950 DANA DR	REDDING	CA
268	MAIN STORE	2500 MEADOWBROOK MALL	BRIDGEPORT	WV
270	MAIN STORE	854 STATE RTE 13	CORTLAND	NY
273	MAIN STORE	701 RUSSELL AVE	GAITHERSBURG	MD
278	MAIN STORE	1501 LAFAYETTE PKY STE E1	LAGRANGE	GA
283	MAIN STORE	1057 BROAD ST	SUMTER	SC
286	MAIN STORE	4500 PEORIA ST (US 51)	PERU	IL
287	MAIN STORE	901 US 27 N STE 150	SEBRING	FL
288	MAIN STORE	9500 SW WASHINGTON SQ RD	PORTLAND	OR
295	MAIN STORE	835 W JOHNSON ST	FOND DU LAC	WI
304	MAIN STORE	3550 MCCANN RD	LONGVIEW	TX
306	MAIN STORE	225 MAIN AVE N	THIEF RIVER FALLS	MN
309	MAIN STORE	640 NIBLACK BLVD	VINCENNES	IN
311	MAIN STORE	1980 N JEFFERSON ST	HUNTINGTON	IN
316	MAIN STORE	2800 US HWY 90	GAUTIER	MS
318	MAIN STORE	101 APACHE MALL	ROCHESTER	MN
321	MAIN STORE	451 E ALTAMONTE DR STE 1301	ALTAMONTE SPRINGS	FL
322	MAIN STORE	400 DUBOIS RD	COOKEVILLE	TN

Page 2 of 23

Equipment Locations

Store Number	Type/Use	Address	City	State
324	MAIN STORE	870 W MARKET ST	TIFFIN	OH
327	MAIN STORE	87 VILLAGE SQUARE MALL	EFFINGHAM	IL
334	MAIN STORE	1330 TRAVIS BLVD	FAIRFIELD	CA
345	MAIN STORE	2200 W FLORIDA AVE	HEMET	CA
351	MAIN STORE	3057 E MAIN	RUSSELLVILLE	AR
355	HOME STORE	1251 US 31 N.	GREENWOOD	IN
355	MAIN STORE	1251 US 31 N	GREENWOOD	IN
365	MAIN STORE	214 BORGER S/C	BORGER	TX
367	MAIN STORE	400 BALD HILL RD	WARWICK	RI
370	MAIN STORE	1000 HILLTOP MALL	RICHMOND	CA
373	MAIN STORE	1262 VOCKE RD STE 300	LA VALE	MD
384	MAIN STORE	2901 N GRAND AVE	AMES	IA
389	HOME STORE	5532 SPRINGDALE AVENUE	PLEASANTON	CA
389	MAIN STORE	1500 STONERIDGE MALL RD	PLEASANTON	CA
395	MAIN STORE	3405 E STATE ST	HERMITAGE	PA
400	MAIN STORE	125 S MICHIGAN AVE	BIG RAPIDS	MI
402	MAIN STORE	480 LEWIS AVE	MERIDEN	CT
403	MAIN STORE	5953 W PARK AVE STE 3000	HOUMA	LA
406	MAIN STORE	1100 N MAIN ST	ALTUS	OK
419	MAIN STORE	2021 N HIGHLAND AVE STE 15	JACKSON	TN
424	MAIN STORE	7171 N DAVIS HWY STE 8220	PENSACOLA	FL
426	MAIN STORE	251 HIGH ST	TORRINGTON	CT
427	MAIN STORE	10150 N WOLFE RD	CUPERTINO	CA
439	MAIN STORE	600 EASTVIEW MALL	VICTOR	NY
450	MAIN STORE	1302 W I-40 FRONTAGE RD	GALLUP	NM
451	MAIN STORE	1140 SAN FERNANDO RD	SAN FERNANDO	CA
456	MAIN STORE	3404 W 13TH ST	GRAND ISLAND	NE
457	MAIN STORE	101 W WATER ST	DECORAH	IA
465	MAIN STORE	24140 MAGIC MOUNTAIN PKY	SANTA CLARITA	CA
466	MAIN STORE	150 HOMER ADAMS PKWY	ALTON	IL
477	MAIN STORE	1357 S MAIN ST	ADRIAN	MI
478	HOME STORE	5685 SOUTH VIRGINIA STREET	RENO	NV
478	MAIN STORE	5200 MEADOWOOD MALL CIR	RENO	NV
479	MAIN STORE	6481 NEWBERRY RD	GAINESVILLE	FL
481	MAIN STORE	4201 YELLOWSTONE AVE	POCATELLO	ID
483	MAIN STORE	3936 E MARKET ST	LOGANSPORT	IN
485	MAIN STORE	4310 BUFFALO GAP RD	ABILENE	TX
487	MAIN STORE	3401 S US 41	TERRE HAUTE	IN
494	MAIN STORE	600 MERCED MALL	MERCED	CA
495	MAIN STORE	1300 9TH AVE SE STE 3	WATERTOWN	SD
496	MAIN STORE	1700 W COUNTY RD B-2	ROSEVILLE	MN
496	OUTSIDE STOCKROOM	1900 OAKCREST AVENUE	ROSEVILLE	MN
497	MAIN STORE	305 MOUNT HOPE AVE	ROCKAWAY	NJ
514	MAIN STORE	830 MAIN ST UNIT 3	PRESQUE ISLE	ME
528	MAIN STORE	1680 WRIGHT AVE	ALMA	MI
529	MAIN STORE	17301 VALLEY MALL RD STE 400	HAGERSTOWN	MD
530	MAIN STORE	155 DORSET ST	SOUTH BURLINGTON	VT
536	MAIN STORE	300 EARLY BLVD	EARLY	TX
539	MAIN STORE	RT 104 E	OSWEGO	NY
549	MAIN STORE	3301 VETERANS MEMORIAL BLVD	METAIRIE	LA
557	MAIN STORE	15740 WHITTWOOD LANE	WHITTIER	CA
559	MAIN STORE	2424 US 6TH AND 50TH	GRAND JUNCTION	CO
562	MAIN STORE	1701 SUNRISE HWY	BAYSHORE L I	NY
566	MAIN STORE	2555 EL CAMINO REAL	CARLSBAD	CA
568	MAIN STORE	300 S MAIN ST	MCALLEN	TX
578	MAIN STORE	PO BOX 10010	HOLYOKE	MA

Page 3 of 23

Equipment Locations

Store Number	Type/Use	Address	City	State
579	MAIN STORE	4101 E 42ND ST	ODESSA	TX
581	MAIN STORE	800 S JAMES CAMPBELL BLVD	COLUMBIA	TN
582	MAIN STORE	5001 MONROE ST	TOLEDO	OH
582	PARKING	5001 MONROE ST - 0.68 ACRE FOR	TOLEDO	OH
588	MAIN STORE	300 HWY 78 E	JASPER	AL
601	ADDITIONAL SPACE	3700 SOUTH MERIDIAN ST	PUYALLUP	WA
601	MAIN STORE	3700 S MERIDIAN ST	PUYALLUP	WA
607	MAIN STORE	1100 S DEWEY ST	NORTH PLATTE	NE
608	MAIN STORE	814 US HWY 62-65 N STE 27	HARRISON	AR
611	MAIN STORE	6002 SLIDE RD-PO BOX 68611	LUBBOCK	TX
617	MAIN STORE	1801 NW HWY 19	CRYSTAL RIVER	FL
620	MAIN STORE	1700 W INTL SPEEDWAY BLVD	DAYTONA BEACH	FL
631	HOME STORE	6065 NORTHWEST LOOP 410	SAN ANTONIO	TX
631	MAIN STORE	6301 NW LOOP 410	SAN ANTONIO	TX
634	MAIN STORE	3040 PLAZA BONITA RD	NATIONAL CITY	CA
635	MAIN STORE	5900 DURAND AVE	RACINE	WI
643	MAIN STORE	4600 BAY RD	SAGINAW	MI
644	MAIN STORE	3301 DILLON DR	PUEBLO	CO
647	MAIN STORE	3315 N RIDGE RD E STE 100	ASHTABULA	OH
651	MAIN STORE	PR RD 2 KM 81.9 CARRIZALES	HATILLO	PR
652	MAIN STORE	2200 W WAR MEMORIAL DR STE 997	PEORIA	IL
654	MAIN STORE	3541 MASONIC DR	ALEXANDRIA	LA
656	MAIN STORE	1200 10TH AVE S	GREAT FALLS	MT
658	MAIN STORE	5300 SAN DARIO	LAREDO	TX
660	MAIN STORE	201 W US 20	MICHIGAN CITY	IN
663	MAIN STORE	3929 MCCAIN BLVD STE 500	NORTH LITTLE ROCK	AR
666	MAIN STORE	2005 N 14TH ST STE 141	PONCA CITY	OK
671	MAIN STORE	3199 N WHITE SANDS	ALAMOGORDO	NM
680	MAIN STORE	51027 HWY 6	GLENWOOD SPRINGS	CO
681	MAIN STORE	2101 FT HENRY DR	KINGSPORT	TN
687	MAIN STORE	3700 ATLANTA HWY	ATHENS	GA
688	MAIN STORE	2600 BEACH BLVD	BILOXI	MS
689	MAIN STORE	2427 US HWY 90 W STE 10	LAKE CITY	FL
691	HOME STORE	685 CONTRA COSTA BLVD.	PLEASANT HILL	CA
691	MAIN STORE	484 SUN VALLEY MALL	CONCORD	CA
695	MAIN STORE	700 HAYWOOD RD	GREENVILLE	SC
696	ADDITIONAL SPACE	1200 SOUTHCENTER S/C	SEATTLE	WA
696	MAIN STORE	1249 SOUTHCENTER MALL	TUKWILA	WA
699	MAIN STORE	1169 GLENDALE GALLERIA	GLENDALE	CA
699	OUTSIDE STOCKROOM	10888 LA TUNA CANYON RD. # H	GLENDALE	CA
700	MAIN STORE	500 QUAKER BRIDGE MALL	TRENTON	NJ
702	MAIN STORE	8401 GATEWAY BLVD W	EL PASO	TX
703	LAND	408 MITCHELL ST	PETOSKEY	MI
703	MAIN STORE	408 MITCHELL ST	PETOSKEY	MI
704	MAIN STORE	4651 27TH ST	MOLINE	IL
708	MAIN STORE	1800 PIPESTONE RD	BENTON HARBOR	MI
709	MAIN STORE	3115 E COLONIAL DR	ORLANDO	FL
712	MAIN STORE	3111 MIDWESTERN PKWY	WICHITA FALLS	TX
718	MAIN STORE	310 TOWNE CTR CIR	SANFORD	FL
731	MAIN STORE	3202 OAKVIEW DR	OMAHA	NE
733	MAIN STORE	800 S CAMINO DEL RIO	DURANGO	CO
738	MAIN STORE	925 WASHINGTON AVE	DETROIT LAKES	MN
739	MAIN STORE	2150 NORTHWOODS BLVD UNIT E100	N CHARLESTON	SC
744	MAIN STORE	300 VALLEY RIVER CTR	EUGENE	OR
766	MAIN STORE	331 BRANDON TOWN CENTER MALL	BRANDON	FL
767	MAIN STORE	4316 MILAN RD	SANDUSKY	OH

Page 4 of 23

Equipment Locations

Store Number	Type/Use	Address	City	State
768	MAIN STORE	3300 CHAMBERS RD STE 5090	HORSEHEADS	NY
769	MAIN STORE	2190 IDAHO ST	ELKO	NV
778	MAIN STORE	1408 N PARHAM RD	RICHMOND	VA
779	MAIN STORE	6000 FLORENCE MALL	FLORENCE	KY
780	MAIN STORE	1718 E BLVD	KOKOMO	IN
781	MAIN STORE	4101 S YALE AVE	TULSA	OK
782	MAIN STORE	10401 US HWY 441 STE 2001	LEESBURG	FL
784	MAIN STORE	3649 ERIE BLVD E STE 2	DE WITT	NY
786	MAIN STORE	7900 GOVERNOR RITCHIE HWY	GLEN BURNIE	MD
794	MAIN STORE	3500 OLEANDER DR	WILMINGTON	NC
797	MAIN STORE	816 WALNUT SQUARE BLVD STE D	DALTON	GA
808	MAIN STORE	3187 N MAIN ST	ANDERSON	SC
809	MAIN STORE	1903 PARK AVE	MUSCATINE	IA
814	MAIN STORE	625 BLACK LAKE BLVD	OLYMPIA	WA
816	MAIN STORE	606 CHRISTIANA MALL	NEWARK	DE
819	MAIN STORE	500 BRIARWOOD CIR	ANN ARBOR	MI
830	MAIN STORE	PO BOX 2008	LAUREL	MS
834	MAIN STORE	2000 N POINT CIR	ALPHARETTA	GA
835	MAIN STORE	117-19 E MAIN ST	SIDNEY	MT
838	MAIN STORE	810 W PARK AVE	GREENWOOD	MS
852	MAIN STORE	701 LYNN HAVEN PKWY	VIRGINIA BEACH	VA
863	MAIN STORE	680 CITADEL DR E	COLORADO SPRINGS	CO
864	MAIN STORE	3661 EISENHOWER PKWY STE 6	MACON	GA
870	MAIN STORE	730 MEYERLAND PLAZA MALL	HOUSTON	TX
880	MAIN STORE	2471 FOOTHILL BLVD	ROCK SPRINGS	WY
881	MAIN STORE	7700 E KELLOGG DR	WICHITA	KS
882	MAIN STORE	2415 SAGAMORE PKWY S 52	LAFAYETTE	IN
890	MAIN STORE	194 MAIN ST	STURBRIDGE	MA
891	MAIN STORE	135 E TOWNE MALL	MADISON	WI
895	MAIN STORE	150 PEARL NIX PKWY	GAINESVILLE	GA
899	MAIN STORE	639 STILLWATER AVE	BANGOR	ME
902	MAIN STORE	1201 HOOPER AVE STE B	TOMS RIVER	NJ
907	MAIN STORE	8201 S TAMIAMI TRAIL	SARASOTA	FL
909	MAIN STORE	1620 E 10TH ST STE 100	ROANOKE RAPIDS	NC
910	MAIN STORE	4129 E WILDER RD	BAY CITY	MI
911	MAIN STORE	800 N 98TH ST	OMAHA	NE
914	MAIN STORE	1170 INDIANA AVE	ST MARYS	OH
916	MAIN STORE	PO BOX 8709	CAROLINA	PR
920	MAIN STORE	200 W PARK MALL	CAPE GIRARDEAU	MO
921	MAIN STORE	2231 S MISSION RD	MT PLEASANT	MI
924	MAIN STORE	160 N GULPH RD STE 5000	KING OF PRUSSIA	PA
933	MAIN STORE	300 WESTFARMS MALL	FARMINGTON	CT
950	MAIN STORE	711 SECOND AVE NW	CULLMAN	AL
951	MAIN STORE	1365 N DUPONT HWY STE 5000	DOVER	DE
952	MAIN STORE	630 OLD COUNTRY RD UNIT A2 630 OLD COUNTRY ROAD	GARDEN CITY	NY
952	TRASH COMPACTOR	250 DUFFY AVE	HICKSVILLE	NY
954	MAIN STORE	234 N MAIN ST	SHERIDAN	WY
955	MAIN STORE	6420 S PACIFIC BLVD	HUNTINGTON PARK	CA
965	MAIN STORE	1845 N WEST AVE	EL DORADO	AR
972	MAIN STORE	220 GOLF MILL CTR	NILES	IL
982	MAIN STORE	7777 EASTPOINT MALL	BALTIMORE	MD
993	MAIN STORE	2418 SW MILITARY DR	SAN ANTONIO	TX
995	MAIN STORE	MERCER MALL BOX 7106	BLUEFIELD	WV
996	MAIN STORE	4401 S BROADWAY	TYLER	TX
1002	MAIN STORE	4348 ELECTRIC RD	ROANOKE	VA

Page 5 of 23

Equipment Locations

Store Number	Type/Use	Address	City	State
1012	MAIN STORE	75 MAVERICK ST RT 1A	ROCKLAND	ME
1020	MAIN STORE	1671 W LACEY BLVD	HANFORD	CA
1024	MAIN STORE	236 E 5TH ST N	BURLEY	ID
1028	MAIN STORE	315 E SECOND ST	CALEXICO	CA
1031	MAIN STORE	220 ENNIS LN	TOWANDA	PA
1033	MAIN STORE	3000 DUNN AVE UNIT 25	JACKSONVILLE	FL
1037	MAIN STORE	3401 DALE RD	MODESTO	CA
1046	MAIN STORE	2201 S INTERSTATE 35 E STE D	DENTON	TX
1048	MAIN STORE	200 SIDNEY BAKER ST S (HWY 16)	KERRVILLE	TX
1049	MAIN STORE	4 FOX VALLEY CTR	AURORA	IL
1052	MAIN STORE	220 W MARIPOSA RD	NOGALES	AZ
1056	MAIN STORE	3701 S MAIN ST (US 33)	ELKHART	IN
1058	MAIN STORE	1386 E COURT ST	SEGUIN	TX
1064	ADDITIONAL SPACE	311 EAST OVERLAND STREET 109-111 SOUTH STATION STREET	EL PASO	TX
1064	ADDITIONAL SPACE	315 E OVERLAND ST	EL PASO	TX
1064	MAIN STORE	324 E SAN ANTONIO ST	EL PASO	TX
1067	MAIN STORE	1904 E 9TH ST	WINFIELD	KS
1068	MAIN STORE	202 E CENTENNIAL DR	PITTSBURG	KS
1071	MAIN STORE	2000 BRITTAIN RD STE 600	AKRON	OH
1076	MAIN STORE	1060 HWY 15 S	HUTCHINSON	MN
1081	MAIN STORE	1780 GALLERIA BLVD	FRANKLIN	TN
1086	MAIN STORE	619 N PERKINS RD	STILLWATER	OK
1091	MAIN STORE	1401 PAUL BUNYAN DR NW STE 2	BEMIDJI	MN
1101	MAIN STORE	715 E EXPRESSWAY 83	WESLACO	TX
1106	MAIN STORE	1950 PRAIRIE CENTER PKWY	BRIGHTON	CO
1116	MAIN STORE	1744 E CARL ALBERT PKWY	MCALESTER	OK
1117	TBA	NORTH NEW HOPE ROAD	GASTONIA	NC
1122	MAIN STORE	2501 W MEMORIAL RD	OKLAHOMA CITY	OK
1128	MAIN STORE	2520 GULF FWY S	LEAGUE CITY	TX
1130	MAIN STORE	3501 E BROADWAY	TUCSON	AZ
1134	MAIN STORE	80 VIEWMONT MALL	SCRANTON	PA
1135	MAIN STORE	3409 CANDLERS MOUNTAIN RD	LYNCHBURG	VA
1140	MAIN STORE	4541 S LABURNUM AVE	RICHMOND	VA
1141	MAIN STORE	1651 STATE HWY 1 S	GREENVILLE	MS
1142	MAIN STORE	951 W PACHECO BLVD	LOS BANOS	CA
1143	MAIN STORE	428 N STATE HWY 19	PALATKA	FL
1148	MAIN STORE	300 MARY ESTHER BLVD	MARY ESTHER	FL
1150	MAIN STORE	STATE HWY 35 AND 36	EATONTOWN	NJ
1152	MAIN STORE	2500 MILTON AVE	JANESVILLE	WI
1153	MAIN STORE	2601 CENTRAL AVE	DODGE CITY	KS
1155	MAIN STORE	1300 E PINECREST DR	MARSHALL	TX
1156	MAIN STORE	4915 CLAREMONT AVE	STOCKTON	CA
1158	MAIN STORE	1501 E MAIN	ALICE	TX
1159	MAIN STORE	350 JOHN R JUNKIN DR	NATCHEZ	MS
1161	MAIN STORE	5256 ROUTE 30	GREENSBURG	PA
1163	MAIN STORE	1375 US 127 S	FRANKFORT	KY
1164	MAIN STORE	2800 S COLUMBIA RD	GRAND FORKS	ND
1165	MAIN STORE	1826-19TH AVE	LEWISTON	ID
1166	MAIN STORE	18900 MICHIGAN AVE (US 12)	DEARBORN	MI
1168	MAIN STORE	14200 E ALAMEDA AVE	AURORA	CO
1170	MAIN STORE	700 QUINTARD DR STE 100	OXFORD	AL
1180	MAIN STORE	260 WAYNE TOWNE CTR	WAYNE	NJ
1188	HOME STORE	3402 SOUTH GLENSTONE AVENUE	SPRINGFIELD	MO
1188	MAIN STORE	2825 S GLENSTONE AVE STE 200	SPRINGFIELD	MO
1190	MAIN STORE	175 YORKTOWN S/C	LOMBARD	IL

Page 6 of 23

Equipment Locations

Store Number	Type/Use	Address	City	State
1192	MAIN STORE	600 SUNRISE MALL	MASSAPEQUA L I	NY
1195	MAIN STORE	95 N MOORLAND RD	BROOKFIELD	WI
1198	MAIN STORE	1500 KANSAS AVE	GREAT BEND	KS
1200	FOUNDRY	190 E STACY RD STE 310	ALLEN	TX
1201	FOUNDRY	3211 PRESTON ROAD, SUITE 12	FRISCO	TX
1202	FOUNDRY	2325 SOUTH I35E SUITE 301	LEWISVILLE	TX
1203	FOUNDRY	1101 MELBOURNE RD SUITE 3077	HURST	TX
1204	FOUNDRY	4245 S COOPER ST	ARLINGTON	TX
1205	FOUNDRY	436 N HWY 67	CEDAR HILL	TX
1206	MAIN STORE	6100 SUNRISE BLVD	CITRUS HTS	CA
1207	FOUNDRY	11745 W 95TH ST	OVERLAND PARK	KS
1208	MAIN STORE	1122 N UNIVERSITY DR	NACOGDOCHES	TX
1209	FOUNDRY	6941 W 119TH ST	OVERLAND PARK	KS
1210	MAIN STORE	3700 STATE RD 16	LA CROSSE	WI
1212	MAIN STORE	3075 CLAIRTON RD STE 100	WEST MIFFLIN	PA
1215	FOUNDRY	8922 NW SKYVIEW AVE	KANSAS CITY	MO
1216	FOUNDRY	18801 E 39TH ST S	INDEPENDENCE	MO
1217	MAIN STORE	23 WEST TOWNE MALL	MADISON	WI
1220	MAIN STORE	2060 CROSSROADS BLVD STE 189	WATERLOO	IA
1223	MAIN STORE	24200 LAGUNA HILLS MALL	LAGUNA HILLS	CA
1226	MAIN STORE	400 PARK CITY S/C	LANCASTER	PA
1228	MAIN STORE	2500 S CENTER ST	MARSHALLTOWN	IA
1229	MAIN STORE	280 HILLCREST DR W	THOUSAND OAKS	CA
1238	MAIN STORE	802 HARDEE RD	KINSTON	NC
1240	MAIN STORE	504 N ADAMS ST	CARROLL	IA
1241	MAIN STORE	100 NORTHRIDGE MALL	SALINAS	CA
1248	MAIN STORE	4150 S HWY 27	SOMERSET	KY
1250	MAIN STORE	757 E LEWIS & CLRK PKY STE 701	CLARKSVILLE	IN
1255	MAIN STORE	2724 EASTLAND MALL	COLUMBUS	OH
1256	MAIN STORE	1321 N COLUMBIA CTR BLVD # 100	KENNEWICK	WA
1262	MAIN STORE	50 HAMPTON VILLAGE PLAZA	ST LOUIS	MO
1270	MAIN STORE	3939 S CARSON ST	CARSON CITY	NV
1274	MAIN STORE	591 BROADWAY	CHULA VISTA	CA
1274	OUTSIDE STOCKROOM	775 ANITA STREET, STE A	CHULA VISTA	CA
1288	MAIN STORE	2200 N MAPLE AVE	RAPID CITY	SD
1292	MAIN STORE	133 N MAIN ST STE 3	ST ALBANS	VT
1296	MAIN STORE	2918 VINE ST STE 2001	HAYS	KS
1302	TBA		MONROEVILLE	PA
1306	MAIN STORE	35000 W WARREN RD	WESTLAND	MI
1308	MAIN STORE	5000 SHELBYVILLE RD	LOUISVILLE	KY
1313	MAIN STORE	100 HWY 332 W STE 1260	LAKE JACKSON	TX
1315	MAIN STORE	718 NORTHSIDE DR E STE 25	STATESBORO	GA
1319	MAIN STORE	1530 COSHOCTON AVE	MT VERNON	OH
1320	MAIN STORE	3320 SILAS CREEK PKWY STE 460	WINSTON-SALEM	NC
1321	MAIN STORE	777 E MERRITT ISL CSWY STE 210	MERRITT ISLAND	FL
1322	MAIN STORE	1560 HOUSTONVILLE RD STE 301	DANVILLE	KY
1323	MAIN STORE	5100 GREAT NORTHERN MALL	N OLMSTED	OH
1324	MAIN STORE	1118 JAMES AVE	BEDFORD	IN
1327	MAIN STORE	100 FOUR SEASONS TOWN CTR	GREENSBORO	NC
1330	MAIN STORE	5488 S PADRE ISLAND DR STE4000	CORPUS CHRISTI	TX
1336	MAIN STORE	2175 LINCOLN ST	RHINELANDER	WI
1337	MAIN STORE	100 STONEWOOD ST	DOWNEY	CA
1339	MAIN STORE	101 RANGE LINE STE 250A	JOPLIN	MO
1340	MAIN STORE	1240 HICKORY POINT MALL	FORSYTH	IL
1348	MAIN STORE	3560 LAMAR AVE HWY 82	PARIS	TX
1351	MAIN STORE	3100 SW COLLEGE RD	OCALA	FL

Page 7 of 23

Equipment Locations

Store Number	Type/Use	Address	City	State
1352	MAIN STORE	700 W 14 MILE RD	TROY	MI
1360	HOME STORE	8881 SOUTHWEST 107TH AVENUE	MIAMI	FL
1360	MAIN STORE	7201 N KENDALL DR	MIAMI	FL
1362	MAIN STORE	1600 A MILLER TRUNK HWY	DULUTH	MN
1368	MAIN STORE	7507 W CERMAK RD	NORTH RIVERSIDE	IL
1373	HOME STORE	6933 LINDBERGH BOULEVARD	ST LOUIS	MO
1373	MAIN STORE	100 S COUNTY CENTER WAY	ST LOUIS	MO
1377	MAIN STORE	607 N BERKELEY BLVD	GOLDSBORO	NC
1385	MAIN STORE	201 S MAIN ST	BISHOP	CA
1388	MAIN STORE	205 N ORCHARD AVE	UKIAH	CA
1389	MAIN STORE	11801 W 95TH ST	OVERLAND PARK	KS
1389	OUTSIDE STOCKROOM	10602 LACKMAN RD., BLDG. B	LENEXA	KS
1392	MAIN STORE	250 PLAINFIELD RD UNIT 202	WEST LEBANON	NH
1393	MAIN STORE	4257 N MAYO TRAIL	PIKEVILLE	KY
1398	MAIN STORE	23000 EUREKA RD STE A3	TAYLOR	MI
1399	MAIN STORE	1700 MARKET LANE	NORFOLK	NE
1405	MAIN STORE	12421 WAYZATA BLVD	MINNETONKA	MN
1413	MAIN STORE	3601 S 2700 W	SALT LAKE CITY	UT
1417	MAIN STORE	400 S BALDWIN AVE	ARCADIA	CA
1419	MAIN STORE	1900 GREEN OAKS RD	FORT WORTH	TX
1420	MAIN STORE	3849 S DELSEA DR	VINELAND	NJ
1431	MAIN STORE	2101 BROADWAY	YANKTON	SD
1432	MAIN STORE	14300 LAKESIDE CIR	STERLING HTS	MI
1433	MAIN STORE	1890 SOUTHLAKE MALL	MERRILLVILLE	IN
1433	OUTSIDE STOCKROOM	3803 EAST LINCOLN HIGHWAY	MERRILLVILLE	IN
1443	MAIN STORE	245 ST CLAIR SQ	FAIRVIEW HGTS	IL
1445	MAIN STORE	1 SANGERTOWN SQ STE 55	NEW HARTFORD	NY
1451	MAIN STORE	3340 MALL LOOP DR SPACE 2	JOLIET	IL
1455	MAIN STORE	1850 APPLE BLOSSOM DR	WINCHESTER	VA
1462	MAIN STORE	6699 SPRINGFIELD MALL	SPRINGFIELD	VA
1467	MAIN STORE	5500 BUCKEYSTOWN PIKE	FREDERICK	MD
1475	MAIN STORE	27001 US HWY 19 N	CLEARWATER	FL
1480	MAIN STORE	4510 E CACTUS RD	PHOENIX	AZ
1481	MAIN STORE	201 WESTSHORE PLAZA	TAMPA	FL
1487	MAIN STORE	1129 N BALDWIN AVE STE 200	MARION	IN
1489	MAIN STORE	5522 SHAFFER RD STE 09	DU BOIS	PA
1493	MAIN STORE	100 FRANKLIN ST UNIT F	WESTERLY	RI
1503	MAIN STORE	1925 E MARKET ST	HARRISONBURG	VA
1505	MAIN STORE	1203 PLAZA DR	WEST COVINA	CA
1509	MAIN STORE	800 CODDINGTOWN CTR	SANTA ROSA	CA
1510	MAIN STORE	1303 NIAGARA FALLS BLVD	AMHERST	NY
1512	MAIN STORE	1228 MAIN ST	DELANO	CA
1514	MAIN STORE	303 301 BLVD W STE 701	BRADENTON	FL
1529	MAIN STORE	755 STATE RT 18 STE 600	E BRUNSWICK	NJ
1531	MAIN STORE	2300 E LINCOLN HWY	LANGHORNE	PA
1535	MAIN STORE	101 CLEARVIEW CIRCLE	BUTLER	PA
1539	MAIN STORE	555 W GRAND AVE STE M-1	WISCONSIN RAPIDS	WI
1542	MAIN STORE	7601 S CICERO AVE	CHICAGO	IL
1543	MAIN STORE	3203 BROADWAY	QUINCY	IL
1559	MAIN STORE	2400 EDGEWOOD RD SW	CEDAR RAPIDS	IA
1572	MAIN STORE	6000 S HANNUM AVE	CULVER CITY	CA
1580	MAIN STORE	3225 28TH ST SE	GRAND RAPIDS	MI
1587	MAIN STORE	550 S GEAR AVE	W BURLINGTON	IA
1589	MAIN STORE	3575 MAPLE AVE	ZANESVILLE	OH
1590	MAIN STORE	4600 W KELLOGG RD	WICHITA	KS
1591	MAIN STORE	22 CLIFTON COUNTRY RD STE 2	CLIFTON PARK	NY

Page 8 of 23

Equipment Locations

Store Number	Type/Use	Address	City	State
1600	MAIN STORE	1400 SOUTHLAKE MALL	MORROW	GA
1603	MAIN STORE	4217 SIX FORKS RD STE 100	RALEIGH	NC
1612	HOME STORE	10201 UNIVERSITY AVENUE	CLIVE	IA
1612	MAIN STORE	1551 VALLEY WEST DR	W DES MOINES	IA
1614	MAIN STORE	5100 MONTCLAIR PLAZA LANE	MONTCLAIR	CA
1618	MAIN STORE	25 MIRACLE MILE DR	ROCHESTER	NY
1623	MAIN STORE	27150 NOVI RD	NOVI	MI
1628	MAIN STORE	1607 3RD AVE W	DICKINSON	ND
1635	MAIN STORE	1826 S MAIN ST	MARYVILLE	MO
1650	MAIN STORE	301 COX CREEK PKWY (RT 133)	FLORENCE	AL
1674	MAIN STORE	800 MALL DRIVE	BARBOURSVILLE	WV
1679	MAIN STORE	110 E MAIN ST	CUT BANK	MT
1693	MAIN STORE	1400 N TURNER ST	HOBBS	NM
1698	MAIN STORE	5000 FREDERICA ST	OWENSBORO	KY
1704	MAIN STORE	4803 OUTER LOOP RD	LOUISVILLE	KY
1717	MAIN STORE	115 TIMES SQ MALL	MT VERNON	IL
1722	MAIN STORE	840 MILL CREEK MALL	ERIE	PA
1736	MAIN STORE	1649 E BROAD ST	STATESVILLE	NC
1738	MAIN STORE	1051 GREEN ACRES MALL	VALLEY STREAM L I	NY
1749	MAIN STORE	2400 RICHMOND RD STE 61	TEXARKANA	TX
1751	MAIN STORE	205 W BLACKSTOCK RD STE 8	SPARTANBURG	SC
1761	MAIN STORE	502 GARDEN STATE PLAZA	PARAMUS	NJ
1775	MAIN STORE	850 KIRKWOOD MALL	BISMARCK	ND
1778	MAIN STORE	2200 N TUSTIN ST	ORANGE	CA
1779	MAIN STORE	300 STROUD MALL	STROUDSBURG	PA
1781	MAIN STORE	2115 W ROOSEVELT BLVD	MONROE	NC
1783	MAIN STORE	1224 E TIPTON ST	SEYMOUR	IN
1786	MAIN STORE	1701 MACFARLAND BLVD E	TUSCALOOSA	AL
1787	MAIN STORE	1500 CANTON RD	AKRON	OH
1794	HOME STORE	910 S. RAINBOW BOULEVARD	LAS VEGAS	NV
1794	MAIN STORE	4400 MEADOWS LANE	LAS VEGAS	NV
1800	ADDITIONAL SPACE	203 CYPRESS	SNOHOMISH	WA
1800	MAIN STORE	265 PINE AVE	SNOHOMISH	WA
1811	MAIN STORE	21840 S HAWTHORNE BLVD	TORRANCE	CA
1816	MAIN STORE	7850 MENTOR AVE STE 930	MENTOR	OH
1823	MAIN STORE	8900 NE VANCOUVER MALL DR	VANCOUVER	WA
1829	MAIN STORE	1442 US HWY 45 N	COLUMBUS	MS
1831	FURNITURE OUTLET	3202 ARCTIC BLVD.	ANCHORAGE	AK
1831	MAIN STORE	3202 ARTIC BLVD	ANCHORAGE	AK
1832	MAIN STORE	3236 KIRKWOOD HWY	WILMINGTON	DE
1842	MAIN STORE	2115 S MOONEY BLVD	VISALIA	CA
1844	MAIN STORE	340 SOUTHLAND MALL	HAYWARD	CA
1845	MAIN STORE	305 LIBERTY ST NE	SALEM	OR
1847	MAIN STORE	1200 E BROAD AVE	ROCKINGHAM	NC
1853	MAIN STORE	4300 TUSCARAWAS ST W	CANTON	OH
1858	MAIN STORE	1075 N BRIDGE ST	CHILLICOTHE	OH
1859	MAIN STORE	2400 ELIDA RD	LIMA	OH
1860	MAIN STORE	4199 NATIONAL RD E	RICHMOND	IN
1862	MAIN STORE	4125 CLEVELAND AVE STE 903	FORT MYERS	FL
1865	MAIN STORE	1501 WARD BLVD STE 300	WILSON	NC
1867	MAIN STORE	117 S 25TH ST STE 1	FORT DODGE	IA
1868	MAIN STORE	420 HUCK FINN S/C	HANNIBAL	MO
1869	MAIN STORE	8200 PERRY HALL BLVD	BALTIMORE	MD
1869	OUTSIDE STOCKROOM	9341 PHILADELPHIA ROAD, SUITE I-J	BALTIMORE	MD
1870	MAIN STORE	3702 FREDERICK AVE STE 7	ST JOSEPH	MO
1871	MAIN STORE	1321 S BROADWAY	SANTA MARIA	CA

Page 9 of 23

Equipment Locations

Store Number	Type/Use	Address	City	State
1874	MAIN STORE	4101 W DIVISION ST	ST CLOUD	MN
1876	MAIN STORE	1603 E EMPIRE ST	BLOOMINGTON	IL
1879	MAIN STORE	301 OAK SPRING RD	WASHINGTON	PA
1880	MAIN STORE	1050 E 23RD ST	FREMONT	NE
1886	MAIN STORE	1300 N MILLER ST	WENATCHEE	WA
1891	MAIN STORE	3015 HWY 29 S	ALEXANDRIA	MN
1899	MAIN STORE	4621 EASTGATE BLVD	CINCINNATI	OH
1900	MAIN STORE	714 GREENVILLE BLVD	GREENVILLE	NC
1902	MAIN STORE	4500 MIDWAY MALL	ELYRIA	OH
1908	MAIN STORE	2910 N ELM ST	LUMBERTON	NC
1909	MAIN STORE	1801 PALM BCH LKES BLVD STE300	WEST PALM BEACH	FL
1911	MAIN STORE	90 LEE JACKSON HWY STE 1268	STAUNTON	VA
1917	MAIN STORE	880 N MILITARY HWY	NORFOLK	VA
1919	MAIN STORE	3100 M L KING JR BLVD STE 29	NEW BERN	NC
1923	MAIN STORE	2230 EASTRIDGE LOOP	SAN JOSE	CA
1924	MAIN STORE	900 EASTWOOD MALL	NILES	OH
1927	MAIN STORE	PO BOX 6002	VIENNA	WV
1928	MAIN STORE	4000 FT CAMPBELL BLVD	HOPKINSVILLE	KY
1930	MAIN STORE	2400 ROOSEVELT RD	MARINETTE	WI
1932	HOME STORE	7490 N. BLACKSTONE AVE.	FRESNO	CA
1932	MAIN STORE	555 E SHAW AVE	FRESNO	CA
1934	MAIN STORE	1350 N MAIN ST	LOGAN	UT
1935	MAIN STORE	2825 W MAIN ST STE C	BOZEMAN	MT
1936	MAIN STORE	7401 MARKET ST	BOARDMAN	OH
1937	MAIN STORE	990 W 41ST ST	HIBBING	MN
1939	MAIN STORE	7000 TYRONE SQ	ST PETERSBURG	FL
1940	MAIN STORE	5350 S 76TH ST	GREENDALE	WI
1942	MAIN STORE	90 W COUNTY CTR	DES PERES	MO
1943	MAIN STORE	1105 MELBOURNE DR	HURST	TX
1944	MAIN STORE	700 BROADWAY AVE E STE 1	MATTOON	IL
1945	MAIN STORE	2625 SCOTTSVILLE RD STE 40	BOWLING GREEN	KY
1948	MAIN STORE	3 WOODFIELD MALL	SCHAUMBURG	IL
1950	MAIN STORE	6987 FRIARS RD	SAN DIEGO	CA
1951	MAIN STORE	3401 DONNELL DR	FORESTVILLE	MD
1953	MAIN STORE	1655 W 49TH ST STE 1200	HIALEAH	FL
1955	MAIN STORE	1 SUSQUEHANNA VALLEY MALL DR	SELINSGROVE	PA
1956	MAIN STORE	8000 W BROWARD BLVD STE 900	PLANTATION	FL
1957	MAIN STORE	200 SOUTHDALE CTR	EDINA	MN
1958	MAIN STORE	6455 EASTEX FRWY	BEAUMONT	TX
1959	MAIN STORE	1122 EL CAMINO REAL	SAN BRUNO	CA
1960	MAIN STORE	3605 GALLERIA AT TYLER	RIVERSIDE	CA
1961	MAIN STORE	5111 ROGERS AVE	FORT SMITH	AR
1962	MAIN STORE	4840 BRIARCLIFF RD NE	ATLANTA	GA
1963	MAIN STORE	320 W KIMBERLY RD STE 409	DAVENPORT	IA
1965	MAIN STORE	1000 RIVERGATE PKWY STE 3	GOODLETTSVILLE	TN
1968	MAIN STORE	34 WYOMING VALLEY MALL	WILKES BARRE	PA
1970	MAIN STORE	1475 UPPER VALLEY PIKE	SPRINGFIELD	OH
1971	MAIN STORE	4545 TRANSIT RD	WILLIAMSVILLE	NY
1972	MAIN STORE	4201 COLDWATER RD	FORT WAYNE	IN
1975	MAIN STORE	301 NORTHGATE MALL	CHATTANOOGA	TN
1976	MAIN STORE	2400 10TH ST SW	MINOT	ND
1977	MAIN STORE	1500 APALACHEE PKWY	TALLAHASSEE	FL
1979	MAIN STORE	3535 S LINDEN RD	FLINT	MI
1980	HOME STORE	7207 GRAPE ROAD	MISHAWAKA	IN
1980	MAIN STORE	6501 N GRAPE RD	MISHAWAKA	IN
1981	MAIN STORE	2901 BROOKS ST	MISSOULA	MT

Page 10 of 23

Equipment Locations

Store Number	Type/Use	Address	City	State
1982	MAIN STORE	6580 S WESTNEDGE AVE	PORTAGE	MI
1983	MAIN STORE	428 WOODBRIDGE CTR DR	WOODBRIDGE	NJ
1985	MAIN STORE	550 CENTER ST	AUBURN	ME
1987	MAIN STORE	2400 N COLUMBIA ST (US 441N)	MILLEDGEVILLE	GA
1989	MAIN STORE	6000 SUNSET MALL	SAN ANGELO	TX
1991	MAIN STORE	99 BENNINGTON SQ	BENNINGTON	VT
1992	MAIN STORE	320 BYPASS 72 NW STE A	GREENWOOD	SC
1993	MAIN STORE	2011 N ROAN ST	JOHNSON CITY	TN
1994	MAIN STORE	3902 13TH AVE SW STE 200	FARGO	ND
1995	MAIN STORE	503 E IVES ST STE 200	MARSHFIELD	WI
1997	MAIN STORE	40 BATAVIA CITY CTR	BATAVIA	NY
1998	MAIN STORE	4600 N US HWY 89	FLAGSTAFF	AZ
2006	ADDITIONAL SPACE	3600 COUNTRY CLUB DRIVE	JEFFERSON CITY	MO
2006	MAIN STORE	3600 COUNTRY CLUB DR STOP 4	JEFFERSON CITY	MO
2008	MAIN STORE	2 FREEDOM MALL	ROME	NY
2010	MAIN STORE	7900 DAY DR	PARMA	OH
2011	MAIN STORE	18601 33RD AVE W	LYNNWOOD	WA
2015	MAIN STORE	626 BOLL WEEVIL CIR	ENTERPRISE	AL
2018	MAIN STORE	200 SW C AVE	LAWTON	OK
2020	MAIN STORE	1930 S LOOP 256	PALESTINE	TX
2021	MAIN STORE	6001 W WACO DR	WACO	TX
2022	MAIN STORE	367 RUSSELL ST STE A	HADLEY	MA
2024	MAIN STORE	1639 E RIO RD	CHARLOTTESVILLE	VA
2025	HOME STORE	MORGAN AVE (HWY 62) & GREEN RIVER RD	EVANSVILLE	IN
2025	MAIN STORE	800 N GREEN RIVER RD	EVANSVILLE	IN
2029	MAIN STORE	901 S BOONE ST	ABERDEEN	WA
2034	MAIN STORE	105 CROSSROADS MALL	MT HOPE	WV
2036	MAIN STORE	4511 N MIDKIFF RD	MIDLAND	TX
2038	MAIN STORE	1180 BLOWING ROCK RD	BOONE	NC
2039	MAIN STORE	1410 SPARTA ST	MCMINNVILLE	TN
2040	MAIN STORE	2901 S CAPITOL OF TEXAS HWY	AUSTIN	TX
2042	MAIN STORE	400 SPOTSYLVANIA MALL	FREDERICKSBURG	VA
2043	MAIN STORE	STATE HWY M-26	HOUGHTON	MI
2044	MAIN STORE	2334 OAKLAND AVE STE 8	INDIANA	PA
2045	MAIN STORE	2400 8TH AVE SW STE A1	JAMESTOWN	ND
2046	MAIN STORE	1615 N HARRISON AVE	PIERRE	SD
2047	MAIN STORE	2121 US HWY 1 S STE A	ST AUGUSTINE	FL
2048	MAIN STORE	901 11TH AVE SW STE 34	SPENCER	IA
2049	MAIN STORE	126 JACKSON ST	STERLING	CO
2051	MAIN STORE	120 WASHINGTON AVE EXT STE 40	ALBANY	NY
2052	MAIN STORE	22631 RT 68 STE 10	CLARION	PA
2055	MAIN STORE	821 N CENTRAL EXPWY	PLANO	TX
2058	MAIN STORE	1400 DELL RANGE BLVD	CHEYENNE	WY
2059	MAIN STORE	5801 BECKLEY RD	BATTLE CREEK	MI
2060	MAIN STORE	7804 ABERCORN ST	SAVANNAH	GA
2062	MAIN STORE	101 WASHINGTON ST	WAUSAU	WI
2063	MAIN STORE	RT 23 (RD 2)	ONEONTA	NY
2064	MAIN STORE	4501 CENTRAL AVE STE 103	HOT SPRINGS NAT PK	AR
2065	MAIN STORE	5304 W SAGINAW ST	LANSING	MI
2066	MAIN STORE	1982 W GRAND RIVER AVE STE 135	OKEMOS	MI
2067	MAIN STORE	1860 W MICHIGAN AVE	JACKSON	MI
2068	MAIN STORE	1800 FOUR SEASONS BLVD	HENDERSONVILLE	NC
2069	MAIN STORE	8001 S ORANGE BLOSSOM STE 700	ORLANDO	FL
2071	MAIN STORE	19525 BISCAYNE BLVD	AVENTURA	FL
2074	MAIN STORE	1910 WELLS RD	ORANGE PARK	FL

Page 11 of 23

Equipment Locations

Store Number	Type/Use	Address	City	State
2076	MAIN STORE	2338 US 23 S	ALPENA	MI
2079	MAIN STORE	325 PIEDMONT DR	DANVILLE	VA
2080	MAIN STORE	4601 E MAIN ST	FARMINGTON	NM
2083	MAIN STORE	401 LEE ST E	CHARLESTON	WV
2085	MAIN STORE	1500 N RIVERSIDE AVE	MEDFORD	OR
2086	MAIN STORE	5101 HINKLEVILLE RD STE 800	PADUCAH	KY
2089	MAIN STORE	905 N 12TH ST STE 10	MIDDLESBORO	KY
2091	MAIN STORE	700 MAINE MALL RD	SOUTH PORTLAND	ME
2092	MAIN STORE	1700 W NEW HAVEN AVE	MELBOURNE	FL
2093	MAIN STORE	700 TELSHOR BLVD STE 2000	LAS CRUCES	NM
2096	MAIN STORE	72900 HWY 111	PALM DESERT	CA
2098	MAIN STORE	101 FOOTHILLS MALL	MARYVILLE	TN
2099	MAIN STORE	2320 E 17TH ST	IDAHO FALLS	ID
2100	MAIN STORE	1111 JACKSON AVE W	OXFORD	MS
2101	MAIN STORE	1300 ULSTER AVE MALL STE 210	KINGSTON	NY
2102	MAIN STORE	1695 ANNAPOLIS MALL	ANNAPOLIS	MD
2103	MAIN STORE	455 S BIBB ST	EAGLE PASS	TX
2104	MAIN STORE	7925 FM 1960 RD STE 7000	HOUSTON	TX
2105	MAIN STORE	6834 WESLEY ST STE C	GREENVILLE	TX
2108	MAIN STORE	2000 SAN JACINTO MALL	BAYTOWN	TX
2109	MAIN STORE	300 BELLEVUE SQ	BELLEVUE	WA
2110	MAIN STORE	2100 S W S YOUNG DR STE 2000	KILLEEN	TX
2115	MAIN STORE	2000 MARTIN LUTHER KING JR BLV	PANAMA CITY	FL
2119	MAIN STORE	922 RIVER FALLS ST	ANDALUSIA	AL
2121	MAIN STORE	4125 W OWEN K GARRIOTT RD	ENID	OK
2122	MAIN STORE	2500 W STATE ST STE 118	ALLIANCE	OH
2123	ADDITIONAL SPACE	2950 EAST TEXAS AVENUE	BOSSIER CITY	LA
2123	MAIN STORE	2950 E TEXAS AVE	BOSSIER CITY	LA
2124	MAIN STORE	3035 KNOXVILLE CENTER DR STE O	KNOXVILLE	TN
2125	MAIN STORE	3505 PEMBERTON SQ BLVD STE B	VICKSBURG	MS
2130	MAIN STORE	10177 N KINGS HWY	MYRTLE BEACH	SC
2131	MAIN STORE	5901 UNIVERSITY DR	HUNTSVILLE	AL
2132	MAIN STORE	2076 9TH ST N	NAPLES	FL
2135	MAIN STORE	4501 N MAIN ST STE 9	ROSWELL	NM
2136	MAIN STORE	1600 11TH AVE	HELENA	MT
2137	MAIN STORE	3100 HWY 365	PORT ARTHUR	TX
2138	MAIN STORE	850 HARTFORD PIKE UNIT C	WATERFORD	CT
2139	MAIN STORE	9303 W ATLANTIC BLVD	CORAL SPRINGS	FL
2140	MAIN STORE	2006 S EXPY 83	HARLINGEN	TX
2143	MAIN STORE	2230 S MARKET ST	BRENHAM	TX
2144	MAIN STORE	555 JOHN F KENNEDY RD	DUBUQUE	IA
2147	MAIN STORE	1605 SOUTH FIRST STREET	WILLMAR	MN
2152	MAIN STORE	2390 CHESTNUT ST	ORANGEBURG	SC
2153	MAIN STORE	1041 SPRING LANE	SANFORD	NC
2157	MAIN STORE	100 S FEDERAL AVE STE 118A	MASON CITY	IA
2158	MAIN STORE	810 S CASS ST	CORINTH	MS
2159	MAIN STORE	801 N CONGRESS AVE	BOYNTON BEACH	FL
2160	MAIN STORE	5453 W 88TH AVE	WESTMINSTER	CO
2163	MAIN STORE	200 RIVER OAKS DR	CALUMET CITY	IL
2165	MAIN STORE	120 N DARTMOUTH MALL	NORTH DARTMOUTH	MA
2166	MAIN STORE	1810 FORT JONES RD	YREKA	CA
2168	MAIN STORE	1200 E COUNTY LINE RD, SUITE 500	RIDGELAND	MS
2169	MAIN STORE	7701 W I-40 STE 600	AMARILLO	TX
2171	MAIN STORE	290 E VIA RANCHO PKWY	ESCONDIDO	CA
2172	MAIN STORE	1600 TOWN CENTER DR	MONTEBELLO	CA
2173	MAIN STORE	ONE MALL BLVD	BRUNSWICK	GA

Page 12 of 23

Equipment Locations

Store Number	Type/Use	Address	City	State
2175	MAIN STORE	4761 PECANLAND MALL DR	MONROE	LA
2176	MAIN STORE	101 MANHATTAN CTR	MANHATTAN	KS
2177	MAIN STORE	4832 VALLEY VIEW BLVD NW	ROANOKE	VA
2178	MAIN STORE	8106 N NAVARRO ST	VICTORIA	TX
2183	MAIN STORE	12335 JAMES ST	HOLLAND	MI
2184	MAIN STORE	1500 HARVEY RD	COLLEGE STATION	TX
2185	MAIN STORE	4301 W WISCONSIN AVE	APPLETON	WI
2188	MAIN STORE	60 ELM PLAZA	WATERVILLE	ME
2189	MAIN STORE	300 A AVE W	OSKALOOSA	IA
2190	MAIN STORE	224 N LOGAN BLVD	BURNHAM	PA
2192	MAIN STORE	1500 E 11TH ST STE 1000	HUTCHINSON	KS
2196	MAIN STORE	201 S WASHINGTON ST	OWOSSO	MI
2197	MAIN STORE	2302 E KANSAS AVE	GARDEN CITY	KS
2198	MAIN STORE	2206 S BALTIMORE ST	KIRKSVILLE	MO
2203	MAIN STORE	1700 NORMAN DR	VALDOSTA	GA
2204	MAIN STORE	1704 N DIXIE HWY	ELIZABETHTOWN	KY
2207	MAIN STORE	2813 N PRINCE ST	CLOVIS	NM
2209	MAIN STORE	2501 MING AVE	BAKERSFIELD	CA
2210	MAIN STORE	1600 INDUSTRIAL RD	EMPORIA	KS
2211	MAIN STORE	2350 SE WASHINGTON BLVD	BARTLESVILLE	OK
2213	MAIN STORE	301 N POPLAR	SEARCY	AR
2217	MAIN STORE	3140 VIRGINIA AVE	CONNERSVILLE	IN
2218	MAIN STORE	2300 RIVERCHASE GALLERIA	HOOVER	AL
2219	MAIN STORE	150 NORTHSHORE BLVD	SLIDELL	LA
2220	MAIN STORE	2700 LAKE RD	DYERSBURG	TN
2223	MAIN STORE	1801 N MAIN ST STE 14	MITCHELL	SD
2224	MAIN STORE	2 FINANCIAL PLAZA STE 100	HUNTSVILLE	TX
2225	MAIN STORE	1500 N CLINTON ST	DEFIANCE	OH
2229	MAIN STORE	PO BOX 29526	SANTA FE	NM
2231	MAIN STORE	311 JACKSONVILLE MALL	JACKSONVILLE	NC
2232	MAIN STORE	5065 MAIN ST	TRUMBULL	CT
2233	MAIN STORE	6945 US 322	CRANBERRY	PA
2237	HOME STORE	10303-B EAST 71ST ST SOUTH	TULSA	OK
2237	MAIN STORE	6931 S MEMORIAL DR	TULSA	OK
2238	MAIN STORE	1513 N KANSAS AVE	LIBERAL	KS
2239	MAIN STORE	2259 S 9TH ST	SALINA	KS
2240	MAIN STORE	201 SKYLINE DR STE 7	CONWAY	AR
2241	MAIN STORE	20 N MAIN ST	KALISPELL	MT
2243	MAIN STORE	300 BONNER MALL WAY STE 60	PONDERAY	ID
2244	MAIN STORE	1019 S WASHINGTON ST	NORTH ATTLEBORO	MA
2246	MAIN STORE	2001 SOUTH RD (RT 9)	POUGHKEEPSIE	NY
2247	HOME STORE	292 DANIEL WEBSTER HWY	NASHUA	NH
2247	MAIN STORE	310 DANIEL WEBSTER HWY STE 103	NASHUA	NH
2247	OUTSIDE STOCKROOM	14 CELINA AVENUE	NASHUA	NH
2250	MAIN STORE	50 FOX RUN RD STE 35	NEWINGTON	NH
2251	MAIN STORE	1935 JAKE ALEXANDER BLVD W	SALISBURY	NC
2256	MAIN STORE	7 BACKUS AVE	DANBURY	CT
2257	MAIN STORE	2701 DAVID H MCLEOD BLVD	FLORENCE	SC
2258	MAIN STORE	3450 WRIGHTSBORO RD	AUGUSTA	GA
2259	MAIN STORE	1100 WESLEYAN BLVD	ROCKY MOUNT	NC
2262	MAIN STORE	301 N LINCOLN RD STE 100	ESCANABA	MI
2263	MAIN STORE	1006 ROSS PARK MALL DR	PITTSBURGH	PA
2265	MAIN STORE	2901 PINES MALL DR STE A	PINE BLUFF	AR
2266	MAIN STORE	2080 GREELEY MALL	GREELEY	CO
2270	MAIN STORE	771 S 30TH ST	HEATH	OH
2271	MAIN STORE	1635 OXFORD ST	WORTHINGTON	MN

Page 13 of 23

Equipment Locations

Store Number	Type/Use	Address	City	State
2272	MAIN STORE	160 TYLER RD	RED WING	MN
2274	MAIN STORE	2801 GUTHRIE HWY STE 500	CLARKSVILLE	TN
2275	MAIN STORE	1615 POLE LINE RD E	TWIN FALLS	ID
2276	MAIN STORE	1260 GIBSON RD	WOODLAND	CA
2279	MAIN STORE	4901 N KICKAPOO AVE STE 4000	SHAWNEE	OK
2281	MAIN STORE	1724 VETERANS BLVD	MCCOMB	MS
2282	MAIN STORE	1600 RIVER VALLEY CIR N	LANCASTER	OH
2283	MAIN STORE	600 RANDOLPH MALL	ASHEBORO	NC
2284	MAIN STORE	2301 W WORLEY	COLUMBIA	MO
2286	MAIN STORE	21017 SALMON RUN MALL LOOP E	WATERTOWN	NY
2287	MAIN STORE	4405 BLACK HORSE PIKE	MAYS LANDING	NJ
2288	MAIN STORE	501 N MAIN ST STE 118	MUSKOGEE	OK
2290	HOME STORE	6 SOUTHPARK MALL	COLONIAL HEIGHTS	VA
2290	HOME STORE	6 SOUTHPARK MALL	COLONIAL HEIGHTS	VA
2290	MAIN STORE	6 SOUTHPARK MALL	COLONIAL HTS	VA
2294	MAIN STORE	1480 CONCORD PKWY N	CONCORD	NC
2296	MAIN STORE	814 NC 24 27 BYP E	ALBEMARLE	NC
2297	MAIN STORE	10 MALL DR W	JERSEY CITY	NJ
2298	MAIN STORE	311 THREE RIVERS DR	KELSO	WA
2299	MAIN STORE	2874 FRONTAGE RD	WARSAW	IN
2300	MAIN STORE	415 NEW RIVER RD	CHRISTIANSBURG	VA
2303	MAIN STORE	1970 US HWY 70 SE	HICKORY	NC
2304	MAIN STORE	1821 SW WANAMAKER RD	TOPEKA	KS
2305	MAIN STORE	2550 E MORRIS BLVD	MORRISTOWN	TN
2307	MAIN STORE	2302 FRONTAGE RD STE 89	SCOTTSBLUFF	NE
2309	MAIN STORE	3382 NW FEDERAL HWY	JENSEN BEACH	FL
2311	MAIN STORE	1600 N JACKSON ST	TULLAHOMA	TN
2312	MAIN STORE	300 N MILWAUKEE ST	BOISE	ID
2313	MAIN STORE	60 SMITHFIELD BLVD	PLATTSBURGH	NY
2316	MAIN STORE	2601 DAWSON RD	ALBANY	GA
2317	MAIN STORE	400 MILL AVE SE STE C2	NEW PHILADELPHIA	OH
2320	MAIN STORE	8501 W BOWLES AVE	LITTLETON	CO
2322	MAIN STORE	1858 SERVICE DR	WINONA	MN
2324	MAIN STORE	435 E CLIFTY DR	MADISON	IN
2326	MAIN STORE	732 FREEMAN LANE	GRASS VALLEY	CA
2327	MAIN STORE	10 BELLIS FAIR PKWY	BELLINGHAM	WA
2329	MAIN STORE	800-50 NEW LOUDON RD	LATHAM	NY
2331	MAIN STORE	1800 TIFFIN AVE	FINDLAY	OH
2332	MAIN STORE	655 CHESHIRE RD	LANESBOROUGH	MA
2333	MAIN STORE	225 COLUMBIA MALL DR	BLOOMSBURG	PA
2334	MAIN STORE	3020 US HWY 41 W	MARQUETTE	MI
2338	MAIN STORE	6000 TOWN EAST MALL	MESQUITE	TX
2339	MAIN STORE	1015 W WILL ROGERS	CLAREMORE	OK
2341	MAIN STORE	63455 N HWY 97 STE 93	BEND	OR
2342	MAIN STORE	282 BERLIN MALL RD UNIT 19	BERLIN	VT
2343	MAIN STORE	987 E ASH ST	PIQUA	OH
2344	MAIN STORE	1007 N PINE ST	DERIDDER	LA
2345	MAIN STORE	480 MAYBERRY MALL	MOUNT AIRY	NC
2346	MAIN STORE	3 S TUNNEL RD	ASHEVILLE	NC
2347	MAIN STORE	1441 TAMIAMI TRAIL	PORT CHARLOTTE	FL
2348	MAIN STORE	2252 25TH ST	COLUMBUS	IN
2349	MAIN STORE	3300 S AIRPORT RD W	TRAVERSE CITY	MI
2353	MAIN STORE	10315 SILVERDALE WAY NW.	SILVERDALE	WA
2354	MAIN STORE	2010 YAKIMA VALLEY HWY J-1	SUNNYSIDE	WA
2356	MAIN STORE	1414 SOUTHERN HILLS CTR	WEST PLAINS	MO
2357	MAIN STORE	1350 PILGRIM LN	PLYMOUTH	IN

Page 14 of 23

Equipment Locations

Store Number	Type/Use	Address	City	State
2358	MAIN STORE	1810 S WEST AVE	FREEPORT	IL
2361	MAIN STORE	2308 N SALISBURY BLVD	SALISBURY	MD
2364	MAIN STORE	3 WALDEN GALLERIA DR	CHEEKTOWAGA	NY
2367	MAIN STORE	6000 MAHONING AVE	YOUNGSTOWN	OH
2368	MAIN STORE	200 W HANLEY AVE	COEUR D ALENE	ID
2369	MAIN STORE	3501 W MAIN ST	NORMAN	OK
2370	MAIN STORE	4200 PORTSMOUTH BLVD	CHESAPEAKE	VA
2372	MAIN STORE	328 ROBERT SMALLS PKWY	BEAUFORT	SC
2373	MAIN STORE	1752 W REELFOOT AVE	UNION CITY	TN
2374	MAIN STORE	1750 E RED CLIFFS DR	ST GEORGE	UT
2375	MAIN STORE	150 RICHLAND SQ	RICHLAND CENTER	WI
2376	MAIN STORE	2 STRATFORD SQ MALL	BLOOMINGDALE	IL
2381	MAIN STORE	300 GREENVILLE W DR STE 1	GREENVILLE	MI
2382	MAIN STORE	1550 N MITCHELL ST	CADILLAC	MI
2385	MAIN STORE	1199 COLUSA AVE	YUBA CITY	CA
2386	MAIN STORE	9560 MALL RD	MORGANTOWN	WV
2388	MAIN STORE	1131 W RANCHO VISTA BLVD	PALMDALE	CA
2389	MAIN STORE	2899 WHITEFORD RD STE 286	YORK	PA
2390	MAIN STORE	1353 TUSCULUM BLVD	GREENEVILLE	TN
2391	MAIN STORE	300 CASCADE MALL DR	BURLINGTON	WA
2392	MAIN STORE	1600 N STATE RT 50	BOURBONNAIS	IL
2395	MAIN STORE	3315 6TH AVE SE	ABERDEEN	SD
2396	MAIN STORE	3225 STATE RT 364 STE 165	CANANDAIGUA	NY
2397	MAIN STORE	1200 HWY 22-PHILLIPSBURG MALL	PHILLIPSBURG	NJ
2398	MAIN STORE	900 COMMONS DR STE 900	DOTHAN	AL
2400	MAIN STORE	1001 BARNES CROSSING RD STE300	TUPELO	MS
2410	MAIN STORE	2401 S STEMMONS FWY STE 4000	LEWISVILLE	TX
2411	MAIN STORE	2350 MIRACLE MILE RD #270	BULLHEAD CITY	AZ
2414	MAIN STORE	355 FLETCHER PKWY	EL CAJON	CA
2415	MAIN STORE	15083 US 19 S	THOMASVILLE	GA
2416	MAIN STORE	270 LOUDON RD	CONCORD	NH
2417	MAIN STORE	1105 WALNUT ST	CARY	NC
2418	MAIN STORE	3800 US HWY 98 N STE 200	LAKELAND	FL
2419	HOME STORE	6555 E. SOUTHERN AVE., STE 200	MESA	AZ
2419	MAIN STORE	6525 E SOUTHERN AVE	MESA	AZ
2420	MAIN STORE	9409 US HWY 19 STE 301	PORT RICHEY	FL
2422	MAIN STORE	10125 HWY 17 BYP UNIT G7	MURRELLS INLET	SC
2423	MAIN STORE	780 NW GARDEN VLY BLVD STE 160	ROSEBURG	OR
2424	MAIN STORE	2441 WHISKEY RD	AIKEN	SC
2425	MAIN STORE	2900 W WASHINGTON ST STE 92	STEPHENVILLE	TX
2427	MAIN STORE	278 BLACK GOLD BLVD	HAZARD	KY
2428	MAIN STORE	4400 24TH AVE	FORT GRATIOT	MI
2430	MAIN STORE	10308 SOUTHSIDE BLVD	JACKSONVILLE	FL
2431	MAIN STORE	1100-B HWY 260	COTTONWOOD	AZ
2433	MAIN STORE	11017 CAROLINA PLACE PKWY	PINEVILLE	NC
2434	HOME STORE	6600 MENAUL BLVD., N.E.	ALBUQUERQUE	NM
2434	MAIN STORE	6600 MENAUL BLVD NE STE 600	ALBUQUERQUE	NM
2434	OUTSIDE STOCKROOM	4320 YALE BLVD, SUITE CA	ALBUQUERQUE	NM
2436	MAIN STORE	475 S ST LOUIS ST	BATESVILLE	AR
2437	MAIN STORE	128 WOODLAWN DR	SHAWANO	WI
2438	MAIN STORE	1110 N QUINCY AVE	OTTUMWA	IA
2439	MAIN STORE	1000 MALL RUN RD	UNIONTOWN	PA
2440	MAIN STORE	300 LYCOMING MALL CIR STE 2043	PENNSDALE	PA
2441	MAIN STORE	2901 E COLLEGE AVE STE 800	STATE COLLEGE	PA
2442	MAIN STORE	4481 S WHITE MOUNTAIN RD STE 5	SHOW LOW	AZ
2443	MAIN STORE	11130 MALL CIRCLE	WALDORF	MD

Page 15 of 23

Equipment Locations

Store Number	Type/Use	Address	City	State
2445	MAIN STORE	6840 EASTMAN AVE	MIDLAND	MI
2447	MAIN STORE	864 HWY 12 W	STARKVILLE	MS
2449	MAIN STORE	399 CAMPBELLSVILLE BYPASS	CAMPBELLSVILLE	KY
2452	MAIN STORE	300 MOUNT BERRY SQ NE	ROME	GA
2453	MAIN STORE	6 MCKINLEY MALL	BLASDELL	NY
2456	HOME STORE	SW CORNER PINES BLVD. & SW 136TH STREET	PEMBROKE PINES	FL
2456	MAIN STORE	11401 PINES BLVD	PEMBROKE PINES	FL
2457	MAIN STORE	9559 DESTINY USA DR	SYRACUSE	NY
2458	MAIN STORE	1601 S BROAD	SCOTTSBORO	AL
2460	MAIN STORE	STATE RT 37-ST LAWRENCE CENTRE	MASSENA	NY
2463	MAIN STORE	140 MARSH AVE	STATEN ISLAND	NY
2464	MAIN STORE	1201 BOSTON POST RD	MILFORD	CT
2466	MAIN STORE	10000 EMMETT F. LOWRY EXPRWY	TEXAS CITY	TX
2467	MAIN STORE	1695 ARDEN WAY	SACRAMENTO	CA
2470	MAIN STORE	413 MARKET SQ DR	MAYSVILLE	KY
2472	MAIN STORE	839 3RD AVE	JASPER	IN
2474	MAIN STORE	510 GATE CITY HWY SPACE 360	BRISTOL	VA
2477	MAIN STORE	3710 HWY 9	FREEHOLD	NJ
2478	MAIN STORE	1603 NW 107TH AVE	MIAMI	FL
2480	MAIN STORE	22450 TOWN CIR	MORENO VALLEY	CA
2482	MAIN STORE	5725 JOHNSTON ST	LAFAYETTE	LA
2484	MAIN STORE	4730 N DIVISION ST	SPOKANE	WA
2485	MAIN STORE	560 GALLERIA DR	JOHNSTOWN	PA
2486	MAIN STORE	5580 GOODS LN STE 2031	ALTOONA	PA
2488	MAIN STORE	ONE N GALLERIA DR	MIDDLETOWN	NY
2490	MAIN STORE	231 GREECE RIDGE CTR DR	GREECE	NY
2491	MAIN STORE	6 GALLERIA MALL DR	TAUNTON	MA
2494	MAIN STORE	200 PAUL HUFF PKWY NW STE 44	CLEVELAND	TN
2495	MAIN STORE	1850 ADAMS ST STE 2	MANKATO	MN
2496	MAIN STORE	500 NEWPARK MALL	NEWARK	CA
2498	MAIN STORE	2727 FAIRFIELD COMMONS BLVD	DAYTON	OH
2503	MAIN STORE	1201 E MAIN	CARBONDALE	IL
2505	MAIN STORE	1201 S DIRKSEN PKWY	SPRINGFIELD	IL
2506	MAIN STORE	2900 E LINCOLN WAY	STERLING	IL
2507	MAIN STORE	312 W PRIEN LAKE RD	LAKE CHARLES	LA
2521	MAIN STORE	9100 N SKYVIEW AVE	KANSAS CITY	MO
2522	MAIN STORE	9056 N 121ST EAST AVE	OWASSO	OK
2523	MAIN STORE	215 CREEKSIDE WAY	NEW BRAUNFELS	TX
2524	MAIN STORE	2421 CRANBERRY HWY STE 290	WAREHAM	MA
2526	MAIN STORE	7352 GLORY RD	BAXTER	MN
2527	MAIN STORE	500 WINCHESTER AVE	ASHLAND	KY
2529	MAIN STORE	11534 PARKSIDE DR	FARRAGUT	TN
2530	MAIN STORE	1301 CENTER RD	AVON	OH
2534	MAIN STORE	501 C M FAGAN DR	HAMMOND	LA
2535	MAIN STORE	SEND TO SL SHARED SERVICES CTR	QUEEN CREEK	AZ
2613	MAIN STORE	1932 E 20TH ST	CHICO	CA
2614	MAIN STORE	1710 S MAIN ST	BELLEFONTAINE	OH
2615	MAIN STORE	230 LAUREL MALL	HAZLETON	PA
2616	MAIN STORE	2940 WATSON BLVD	CENTERVILLE	GA
2617	MAIN STORE	7600 KINGSTON PIKE STE 900	KNOXVILLE	TN
2619	MAIN STORE	10101 BROOK RD STE 800	GLEN ALLEN	VA
2620	MAIN STORE	515 S WESTWOOD	POPLAR BLUFF	MO
2622	MAIN STORE	2301 DEL PRADO BLVD STE 700	CAPE CORAL	FL
2624	MAIN STORE	3401 NICHOLASVILLE RD STE 116	LEXINGTON	KY
2625	MAIN STORE	4370 I-75 BUSINESS SPUR	SAULT STE MARIE	MI

Page 16 of 23

Equipment Locations

Store Number	Type/Use	Address	City	State
2626	MAIN STORE	1312 W SUNSET RD	HENDERSON	NV
2629	MAIN STORE	1050 S BISHOP AVE	ROLLA	MO
2631	MAIN STORE	58000 TWENTY-NINE PALMS HWY	YUCCA VALLEY	CA
2632	MAIN STORE	4 MID RIVERS MALL	ST PETERS	MO
2633	MAIN STORE	3507 MANCHESTER EXPWY STE E	COLUMBUS	GA
2646	MAIN STORE	4021 BURBANK RD	WOOSTER	OH
2647	MAIN STORE	210 ANDOVER ST	PEABODY	MA
2648	MAIN STORE	400 BREA MALL	BREA	CA
2649	HOME STORE	510 WESTMINSTER MALL	WESTMINSTER	CA
2649	MAIN STORE	400 WESTMINSTER MALL	WESTMINSTER	CA
2650	MAIN STORE	1050 LAYTON HILLS MALL	LAYTON	UT
2651	MAIN STORE	68 GATEWAY MALL	LINCOLN	NE
2653	MAIN STORE	4770 GOLF RD	EAU CLAIRE	WI
2654	MAIN STORE	100 COMMERCIAL RD UNIT 180	LEOMINSTER	MA
2655	MAIN STORE	90 W 5TH ST	DOUGLAS	AZ
2656	MAIN STORE	3 DIAMOND RUN MALL	RUTLAND	VT
2657	MAIN STORE	939 NE D ST	GRANTS PASS	OR
2660	MAIN STORE	20505 S DIXIE HWY	MIAMI	FL
2661	MAIN STORE	4 HAWTHORN CTR	VERNON HILLS	IL
2662	MAIN STORE	578 AVIATION RD STE 3	QUEENSBURY	NY
2663	MAIN STORE	377 S MILLS RD	VENTURA	CA
2671	MAIN STORE	2180 NE HWY 99 W	MCMINNVILLE	OR
2672	MAIN STORE	380 N COOPER DR	HENDERSON	NC
2676	MAIN STORE	1215 S MAIN ST	SIKESTON	MO
2677	MAIN STORE	9301 TAMPA AVE	NORTHRIDGE	CA
2678	MAIN STORE	658 RICHLAND MALL	MANSFIELD	OH
2679	MAIN STORE	525 UNION ST	WATERBURY	CT
2682	MAIN STORE	1901 NW EXPWY STE 1200	OKLAHOMA CITY	OK
2683	MAIN STORE	17177 ROYALTON RD BOX 3	STRONGSVILLE	OH
2685	MAIN STORE	3851 S COOPER ST	ARLINGTON	TX
2686	MAIN STORE	8358 SUDLEY RD	MANASSAS	VA
2687	MAIN STORE	651 W WASHINGTON	SEQUIM	WA
2688	MAIN STORE	3100 HARRISON AVE	BUTTE	MT
2689	MAIN STORE	2700 MIAMISBURG-CENTERVILLE RD	CENTERVILLE	OH
2690	MAIN STORE	1000 TURTLE CREEK DR	HATTIESBURG	MS
2692	MAIN STORE	2422 W KETTLEMAN LANE	LODI	CA
2693	MAIN STORE	3127 STOCKTON HILL RD	KINGMAN	AZ
2694	MAIN STORE	1680 BRIARGATE BLVD	COLORADO SPRINGS	CO
2695	MAIN STORE	16280 DRESDEN AVE SPACE M	E LIVERPOOL	OH
2696	MAIN STORE	11200 LAKELINE MALL DR	CEDAR PARK	TX
2697	MAIN STORE	16529 SOUTHWEST FRWY	SUGARLAND	TX
2698	MAIN STORE	3100 NAGLEE RD	TRACY	CA
2699	MAIN STORE	2501 MT HOLLY RD STE 300	BURLINGTON	NJ
2700	MAIN STORE	5083 TUTTLE CROSSING BLVD	DUBLIN	OH
2702	MAIN STORE	197 WESTBANK EXPY STE 2	GRETNA	LA
2703	MAIN STORE	2756 N GERMANTOWN PKWY	MEMPHIS	TN
2704	MAIN STORE	10000 COORS BYPASS NW	ALBUQUERQUE	NM
2705	MAIN STORE	501 EAGLE RIDGE DR	LAKE WALES	FL
2706	MAIN STORE	458 N VIRGINIA AVE	TIFTON	GA
2707	MAIN STORE	2175 S KOELLER ST	OSHKOSH	WI
2708	MAIN STORE	573 DONALD LYNCH BLVD	MARLBOROUGH	MA
2709	MAIN STORE	4201 N SHILOH DR	FAYETTEVILLE	AR
2712	MAIN STORE	3501 CAPITAL CITY MALL	CAMP HILL	PA
2713	MAIN STORE	95 STORRS RD	WILLIMANTIC	CT
2715	MAIN STORE	14659 N US HWY 25 E STE 22	CORBIN	KY
2716	MAIN STORE	2215 MEMORIAL DR	WAYCROSS	GA

Page 17 of 23

Equipment Locations

Store Number	Type/Use	Address	City	State
2718	MAIN STORE	100 BAYCHESTER AVE	BRONX	NY
2719	MAIN STORE	715 OMACHE DR	OMAK	WA
2720	MAIN STORE	200 BEAVER VALLEY MALL	MONACA	PA
2721	MAIN STORE	3159 W BROADWAY	SEDALIA	MO
2722	MAIN STORE	9409 W COLONIAL DR	OCOEE	FL
2725	MAIN STORE	3350 E FLORAL AVE	SELMA	CA
2726	MAIN STORE	1481 WAGNER AVE	GREENVILLE	OH
2728	MAIN STORE	1111 E TYLER ST STE 127	ATHENS	TX
2729	MAIN STORE	3311 IOWA ST	LAWRENCE	KS
2730	MAIN STORE	6200 20TH ST STE 700	VERO BEACH	FL
2731	MAIN STORE	1409 EHRINGHAUS ST	ELIZABETH CITY	NC
2732	MAIN STORE	10300 LITTLE PATUXENT PKWY	COLUMBIA	MD
2736	MAIN STORE	3500 EAST WEST HWY STE 1000	HYATTSVILLE	MD
2738	MAIN STORE	11160 VEIRS MILL RD	WHEATON	MD
2739	MAIN STORE	20131 HWY 59N STE 3000	HUMBLE	TX
2740	MAIN STORE	151 MARYSVILLE TOWNE CTR	MARYSVILLE	WA
2741	MAIN STORE	318 E FAIRMOUNT AVE	LAKEWOOD	NY
2742	MAIN STORE	1840 COUNTRYSIDE DR	TURLOCK	CA
2743	MAIN STORE	1000 BONITA LAKE CIRCLE	MERIDIAN	MS
2744	MAIN STORE	14730 E INDIANA AVE	SPOKANE	WA
2745	MAIN STORE	2900 S MAIN ST	RICE LAKE	WI
2746	MAIN STORE	13320 MONTFORT ST	DALLAS	TX
2748	MAIN STORE	10400 MILL RUN CIR	OWINGS MILLS	MD
2749	MAIN STORE	21030 DULLES TOWN CIR	STERLING	VA
2750	MAIN STORE	PO BOX 5147	GASTONIA	NC
2751	MAIN STORE	PLAZA LAS AMERICAS S/C	SAN JUAN	PR
2752	MAIN STORE	1403 PALISADES CTR DR	WEST NYACK	NY
2753	MAIN STORE	6201 BLUEBONNET BLVD	BATON ROUGE	LA
2754	MAIN STORE	3055 BLACK GAP RD	CHAMBERSBURG	PA
2755	MAIN STORE	120 NIBLICK RD	PASO ROBLES	CA
2756	HOME STORE	3147 MIDDLE COUNTY ROAD LAKE GROVE SHOPPING CENTER	LAKE GROVE	NY
2756	MAIN STORE	9 SMITH HAVEN MALL	LAKE GROVE L I	NY
2756	OUTSIDE STOCKROOM	390 OSER AVENUE	HAPPAUGE	NY
2756	OUTSIDE STOCKROOM	313 SMITH HAVEN MALL	LAKE GROVE	NY
2757	MAIN STORE	8417 S PARK MEADOWS CTR DR	LONE TREE	CO
2758	MAIN STORE	1471 CORAL RIDGE AVE	CORALVILLE	IA
2760	MAIN STORE	23415 THREE NOTCH RD STE 2016	CALIFORNIA	MD
2761	MAIN STORE	11500 MIDLOTHIAN TPKE	RICHMOND	VA
2762	MAIN STORE	8102 CITRUS PARK TOWN CTR	TAMPA	FL
2763	MAIN STORE	1201 LAKE WOODLANDS DR STE 500	THE WOODLANDS	TX
2765	MAIN STORE	219 MARLBORO AVE STE 21	EASTON	MD
2766	MAIN STORE	2001 COTTMAN AVE	PHILADELPHIA	PA
2767	MAIN STORE	1500 S WILLOW ST	MANCHESTER	NH
2768	MAIN STORE	1500 RT 47 STE 21B	RIO GRANDE	NJ
2769	MAIN STORE	1512 MILITARY RD	BENTON	AR
2770	MAIN STORE	1200 TOWNE CENTRE BLVD STE B	PROVO	UT
2773	ADDITIONAL SPACE	400 ERNEST W BARRETT PKWY NW	KENNESAW	GA
2773	HOME STORE	667 ERNEST BARRETT PARKWAY, SUITE 300	KENNESAW	GA
2773	MAIN STORE	400 ERNEST W BARRETT PKWY NW	KENNESAW	GA
2775	MAIN STORE	1750 DEPTFORD CENTER RD STE D	DEPTFORD	NJ
2775	OUTSIDE STOCKROOM	165 NINTH AVE, UNIT D BOROUGH OF RUNNEMEDE	DEPTFORD	NJ
2776	MAIN STORE	3333 BUFORD DR	BUFORD	GA
2777	MAIN STORE	381 WEST ST	KEENE	NH

Page 18 of 23

Equipment Locations

Store Number	Type/Use	Address	City	State
2782	MAIN STORE	5055 2ND AVE STE 28	KEARNEY	NE
2783	MAIN STORE	40640 WINCHESTER RD	TEMECULA	CA
2784	MAIN STORE	6101 CALHOUN MEMOR HWY STE A	EASLEY	SC
2785	MAIN STORE	3774 RIVERTOWN PRKWY SW	GRANDVILLE	MI
2786	MAIN STORE	1775 WASHINGTON ST	HANOVER	MA
2788	MAIN STORE	259 INDIAN MOUND DR	MT STERLING	KY
2789	MAIN STORE	10308 W FOREST HILL BLVD	WELLINGTON	FL
2790	MAIN STORE	172 EXTON SQ MALL	EXTON	PA
2795	MAIN STORE	2607 PRESTON RD	FRISCO	TX
2796	MAIN STORE	1125 GALLERIA BLVD	ROSEVILLE	CA
2797	MAIN STORE	100 MALL DR UNIT B	STEUBENVILLE	OH
2799	MAIN STORE	1611 VIRGINIA AVE STE 605	NORTH BEND	OR
2801	MAIN STORE	1450 POLARIS PKWY	COLUMBUS	OH
2802	MAIN STORE	2000 ROBINSON TOWN CTR	PITTSBURGH	PA
2803	MAIN STORE	2304 E JACKSON ST	MACOMB	IL
2804	MAIN STORE	8040 MALL PKWY	LITHONIA	GA
2805	MAIN STORE	6910 FAYETTEVILLE RD STE 600	DURHAM	NC
2806	MAIN STORE	2370 N EXPWY STE 2000	BROWNSVILLE	TX
2807	MAIN STORE	5690 HARVEY ST	MUSKEGON	MI
2808	MAIN STORE	301A S SERVICE RD	BLYTHEVILLE	AR
2809	MAIN STORE	12300 JEFFERSON AVE STE 500	NEWPORT NEWS	VA
2810	MAIN STORE	140 S 24TH ST W	BILLINGS	MT
2812	MAIN STORE	202 E 24TH ST	COLUMBUS	NE
2813	MAIN STORE	1909 US HWY 421 N	WILKESBORO	NC
2814	MAIN STORE	92-59 59TH AVE	ELMHURST	NY
2815	MAIN STORE	3200 GATEWAY BLVD	PRESCOTT	AZ
2816	MAIN STORE	3351 S DOGWOOD	EL CENTRO	CA
2817	MAIN STORE	2540 SYCAMORE RD	DE KALB	IL
2819	MAIN STORE	1627 OPELIKA RD STE 69	AUBURN	AL
2820	MAIN STORE	6650 DOUGLAS BLVD	DOUGLASVILLE	GA
2820	STYLING SALON	6650 DOUGLAS BLVD.	DOUGLASVILLE	GA
2821	MAIN STORE	4340 SERGEANT RD	SIOUX CITY	IA
2822	MAIN STORE	1600 NE 23RD ST	POMPANO BEACH	FL
2823	MAIN STORE	12399 S MAINSTREET	RANCHO CUCAMONGA	CA
2824	MAIN STORE	6620 TOWNE CENTER LOOP STE E	SOUTHAVEN	MS
2825	MAIN STORE	12550 RIVERDALE BLVD	COON RAPIDS	MN
2826	MAIN STORE	333 N HWY 67	CEDAR HILL	TX
2827	MAIN STORE	2611 E MAIN ST	PLAINFIELD	IN
2828	MAIN STORE	2000 N NEIL ST	CHAMPAIGN	IL
2829	MAIN STORE	13701 GROVE DR	MAPLE GROVE	MN
2829	SIGN AGREEMENT	13701 GROVE DR	MAPLE GROVE	MN
2830	MAIN STORE	7200 E HARRISON AVE	ROCKFORD	IL
2832	MAIN STORE	1401 GREENBRIER PKWY STE 3000	CHESAPEAKE	VA
2833	MAIN STORE	6909 N LOOP 1604 E	SAN ANTONIO	TX
2834	MAIN STORE	69340 HWY 21	COVINGTON	LA
2835	MAIN STORE	3000 E HIGHLAND DR STE 516	JONESBORO	AR
2837	MAIN STORE	1375 S YUMA PALMS PKWY	YUMA	AZ
2838	MAIN STORE	877 NE ALSBURY BLVD	BURLESON	TX
2839	MAIN STORE	31510 GRATIOT AVE	ROSEVILLE	MI
2840	MAIN STORE	1236 EASTDALE MALL	MONTGOMERY	AL
2841	MAIN STORE	2209 VETERANS BLVD	DEL RIO	TX
2842	MAIN STORE	13333 W MCDOWELL RD	GOODYEAR	AZ
2843	MAIN STORE	10083 GULF CENTER DR	FORT MYERS	FL
2844	MAIN STORE	100 BAYBROOK MALL	FRIENDSWOOD	TX
2845	MAIN STORE	3742 BROOKWALL DR STE 10	AKRON	OH
2846	MAIN STORE	5050 E RAY RD	PHOENIX	AZ

Page 19 of 23

Equipment Locations

Store Number	Type/Use	Address	City	State
2847	MAIN STORE	167 PITTSBURGH MILL CIR	TARENTUM	PA
2848	MAIN STORE	4485 S GRAND CANYON DR	LAS VEGAS	NV
2849	MAIN STORE	10000 ALABAMA ST	REDLANDS	CA
2850	MAIN STORE	28151 STATE RD 56	WESLEY CHAPEL	FL
2855	FURNITURE OUTLET	8442 HAVEN AVENUE	RANCHO CUCAMONGA	CA
2862	MAIN STORE	3459 PRINCETON RD	HAMILTON	OH
2863	MAIN STORE	23523 GRAND CIRCLE BLVD	KATY	TX
2864	MAIN STORE	3001 WHITE BEAR AVE	MAPLEWOOD	MN
2865	MAIN STORE	8348 TAMARACK VILLAGE	WOODBURY	MN
2866	MAIN STORE	800 WILLARD DR	ASHWAUBENON	WI
2867	MAIN STORE	301 OAK SPRING RD	WASHINGTON	PA
2868	MAIN STORE	401 S MT JULIET RD STE 630	MT JULIET	TN
2869	MAIN STORE	5060 PINNACLE SQ	BIRMINGHAM	AL
2870	MAIN STORE	17610 E 39TH ST S	INDEPENDENCE	MO
2871	MAIN STORE	240 BANKS CROSSING	FAYETTEVILLE	GA
2872	MAIN STORE	1380 HWY 20 W	MCDONOUGH	GA
2873	MAIN STORE	304 FORUM DR	COLUMBIA	SC
2874	MAIN STORE	341 NEWNAN CROSSING BYP	NEWNAN	GA
2875	MAIN STORE	22500 TOWN CENTER AVE	SPANISH FORT	AL
2876	MAIN STORE	14658 DELAWARE ST	WESTMINSTER	CO
2877	MAIN STORE	17710 LA CANTERA PKWY	SAN ANTONIO	TX
2878	MAIN STORE	4680 HIGH POINTE BLVD	HARRISBURG	PA
2879	MAIN STORE	2202 BELLVIEW RD	ROGERS	AR
2880	MAIN STORE	STATE HWY 16 & RT 302	NORTH CONWAY	NH
2881	MAIN STORE	300 MEMORIAL CITY WAY	HOUSTON	TX
2882	MAIN STORE	8 PROVIDENCE PLACE	PROVIDENCE	RI
2883	MAIN STORE	2500 SMITH RANCH RD	PEARLAND	TX
2884	MAIN STORE	12351 N IH-35	AUSTIN	TX
2885	MAIN STORE	5120 FAIRMONT PKWY	PASADENA	TX
2888	MAIN STORE	2100 PLEASANT HILL RD	DULUTH	GA
2889	MAIN STORE	1727 W BETHANY HOME RD	PHOENIX	AZ
2901	MAIN STORE	8752 MICHIGAN RD	INDIANAPOLIS	IN
2902	MAIN STORE	1900 E RIO SALADO PKWY STE 140	TEMPE	AZ
2903	MAIN STORE	3141 WATERMILL DR	BURLINGTON	NC
2904	MAIN STORE	9500 S IH-35 STE H	AUSTIN	TX
2905	MAIN STORE	3001 TEXAS SAGE TRL	FORT WORTH	TX
2905	SIGN AGREEMENT	3001 TEXAS SAGE TRAIL	FORT WORTH	TX
2906	MAIN STORE	1720 OLD FORT PKWY	MURFREESBORO	TN
2907	MAIN STORE	6302 S CENTRAL ST	AURORA	CO
2908	MAIN STORE	100 COLUMBIANA CIR #102	COLUMBIA	SC
2909	MAIN STORE	7939 HWY N	DARDENNE PRAIRIE	MO
2910	MAIN STORE	7751 TOWNE CENTER PKWY	PAPILLION	NE
2911	MAIN STORE	11552 S DISTRICT DR	SOUTH JORDAN	UT
2912	MAIN STORE	10904 STADIUM PKWY	KANSAS CITY	KS
2913	MAIN STORE	5265 S CALLE SANTA CRUZ	TUCSON	AZ
2914	MAIN STORE	2600 S SHACKLEFORD RD	LITTLE ROCK	AR
2915	MAIN STORE	135 BOCKMAN DR	FORT COLLINS	CO
2916	MAIN STORE	400 N UNION ST	OLEAN	NY
2917	MAIN STORE	955 S HOVER ST	LONGMONT	CO
2918	MAIN STORE	340 S COLONIAL DR	ALABASTER	AL
2919	MAIN STORE	2890 N MAIN ST	SANTA ANA	CA
2920	MAIN STORE	9480 VILLAGE PLACE BLVD	BRIGHTON	MI
2921	MAIN STORE	5751 LONG PRAIRIE RD	FLOWER MOUND	TX
2922	MAIN STORE	13900 HOARD DR	NOBLESVILLE	IN
2923	MAIN STORE	500 MARQUIS PKWY	WILLIAMSBURG	VA
2924	MAIN STORE	7400 WOODWARD AVE	WOODRIDGE	IL

Page 20 of 23

Equipment Locations

Store Number	Type/Use	Address	City	State
2925	MAIN STORE	8201 FLYING CLOUD DR	EDEN PRAIRIE	MN
2926	MAIN STORE	7451 YOUREE DR	SHREVEPORT	LA
2927	MAIN STORE	410 PORTERS VALE BLVD	VALPARAISO	IN
2928	MAIN STORE	1100 OGDEN AVE	MONTGOMERY	IL
2929	MAIN STORE	SEND TO SL SHARED SERVICES CTR	CRYSTAL LAKE	IL
2930	MAIN STORE	1600 ORCHARD GATEWAY BLVD	NORTH AURORA	IL
2931	MAIN STORE	3100 MAIN ST STE 1000	MAUMEE	OH
2932	MAIN STORE	3400 RIO GRANDE AVE	MONTROSE	CO
2933	MAIN STORE	1200 N HAPPY VALLEY RD	NAMPA	ID
2934	MAIN STORE	151 UNIVERSITY OAKS	ROUND ROCK	TX
2934	SIGN AGREEMENT	151 UNIVERSITY OAKS	ROUND ROCK	TX
2935	MAIN STORE	2071 COLISEUM DR	HAMPTON	VA
2936	MAIN STORE	1041 N PROMENADE PKWY	CASA GRANDE	AZ
2937	MAIN STORE	14659 RAMONA AVE	CHINO	CA
2938	MAIN STORE	1245 WORCESTER ST	NATICK	MA
2939	MAIN STORE	7400 SAN PEDRO AVE	SAN ANTONIO	TX
2940	MAIN STORE	5651 HWY 95 N	LAKE HAVASU CITY	AZ
2941	MAIN STORE	2400 S SERVICE RD	MOORE	OK
2942	MAIN STORE	7271 SE 29TH ST	MIDWEST CITY	OK
2943	MAIN STORE	3675 STONE CREEK BLVD	COLERAIN TOWNSHIP	OH
2944	MAIN STORE	25646 HWY 290	CYPRESS	TX
2944	SIGN AGREEMENT	25646 HWY 290	CYPRESS	TX
2945	MAIN STORE	2001 W OSCEOLA PKWY	KISSIMMEE	FL
2946	MAIN STORE	1015 E I 30	ROCKWALL	TX
2948	MAIN STORE	3065 RT 50	SARATOGA SPRINGS	NY
2949	MAIN STORE	1441 N HWY 77	WAXAHACHIE	TX
2950	MAIN STORE	800 S RANDALL RD	ALGONQUIN	IL
2951	MAIN STORE	2940 COMMERCE DR	JOHNSBURG	IL
2952	MAIN STORE	4451 PROMENADE WAY	MATTESON	IL
2952	SIGN AGREEMENT	4451 PROMENADE WAY	MATTESON	IL
2953	MAIN STORE	8100 N FLINTLOCK RD	KANSAS CITY	MO
2954	MAIN STORE	N96W18515 COUNTY LINE RD	MENOMONEE FALLS	WI
2955	MAIN STORE	4951 SLATTEN RANCH RD	ANTIOCH	CA
2955	SIGN AGREEMENT	4951 SLATTEN RANCH RD	ANTIOCH	CA
2956	MAIN STORE	550 PINNACLE PL	PRATTVILLE	AL
2957	MAIN STORE	4185 RIVERDALE RD	RIVERDALE	UT
2959	MAIN STORE	419 E TRENTON RD	EDINBURG	TX
2960	MAIN STORE	1950 JOE BATTLE BLVD	EL PASO	TX
2961	MAIN STORE	3125 LOUISIANA AVE	LAFAYETTE	LA
2962	MAIN STORE	725 ADAMS DR	WEATHERFORD	TX
2963	MAIN STORE	1996 MEMORIAL DR STE 1	ST JOHNSBURY	VT
2964	MAIN STORE	2060 SAM RITTENBERG BLVD	CHARLESTON	SC
2965	MAIN STORE	3650 NEW CENTER PT	COLORADO SPRINGS	CO
2966	MAIN STORE	8568 E 49TH AVE	DENVER	CO
2967	MAIN STORE	50753 WATERSIDE DR	CHESTERFIELD TOWNSHP	MI
2968	MAIN STORE	24201 BRAZOS TOWN CROSSING	ROSENBERG	TX
2968	SIGN AGREEMENT	24201 BRAZOS TOWN CROSSING	ROSENBERG	TX
2969	MAIN STORE	610 GRAHAM DR	SHERMAN	TX
2970	MAIN STORE	5181 PEPPER ST	SPRING HILL	FL
2971	MAIN STORE	300 TOWN CENTER BLVD	WHITE LAKE TOWNSHIP	MI
2972	MAIN STORE	43690 FORD RD	CANTON	MI
2973	MAIN STORE	11325 W LINCOLN HWY	MOKENA	IL
2975	MAIN STORE	3333 MARKET PLACE DR	COUNCIL BLUFFS	IA
2976	MAIN STORE	515 CABELA DR	TRIADELPHIA	WV
2977	MAIN STORE	5886 HIGHWAY 100	WASHINGTON	MO
2978	MAIN STORE	9365 FIELDS ERTEL RD	CINCINNATI	OH

Page 21 of 23

Equipment Locations

Store Number	Type/Use	Address	City	State
2979	MAIN STORE	2345 S HWY 27	CLERMONT	FL
2980	MAIN STORE	3165 INTERSTATE 45 N	CONROE	TX
2980	SIGN AGREEMENT	3165 INTERSTATE 45 N	CONROE	TX
2982	MAIN STORE	301 STACY RD	FAIRVIEW	TX
2983	MAIN STORE	800 BARNES ST	SAN MARCOS	TX
2984	MAIN STORE	2037 LANTERN RIDGE DR	RICHMOND	KY
2985	MAIN STORE	6200 GRANDVIEW PKWY	DAVENPORT	FL
2986	MAIN STORE	200 MARKET ST	FLOWOOD	MS
2987	MAIN STORE	1001 RAINBOW DR	GADSDEN	AL
2988	MAIN STORE	7700 POLO GROUNDS BLVD	MEMPHIS	TN
2989	MAIN STORE	1800 COASTAL GRAND CIR	MYRTLE BEACH	SC
2990	MAIN STORE	6901 W 135TH ST	OVERLAND PARK	KS
2991	MAIN STORE	5335 W LOOP 1604 N	SAN ANTONIO	TX
2991	SIGN AGREEMENT	5335 W LOOP 1604 N	SAN ANTONIO	TX
2992	MAIN STORE	4190 E COURT ST STE 500	BURTON	MI
2992	SIGN AGREEMENT	4190 E COURT ST STE 500	BURTON	MI
2993	MAIN STORE	798 GRAVOIS BLUFFS BLVD	FENTON	MO
2993	SIGN AGREEMENT	BELLEFONTAINE	FENTON	MO
2993	SIGN AGREEMENT	798 GRAVOIS BLUFFS BLVD	FENTON	MO
2993	SIGN AGREEMENT	LOT 8A	FENTON	MO
2994	MAIN STORE	3363 LOWERY PKWY	FULTONDALE	AL
2995	MAIN STORE	5858 E SAM HOUSTON PKWY N	HOUSTON	TX
2995	SIGN AGREEMENT	5858 E SAM HOUSTON PKWY N	HOUSTON	TX
2997	MAIN STORE	206 BLUEFISH DR	PANAMA CITY BEACH	FL
2998	MAIN STORE	19005 SE MILL PLAIN BLVD	VANCOUVER	WA
2999	MAIN STORE	1060 PERIMETER DR	MANTECA	CA
3003	CATALOG OUTLET - 30	8702 N 2ND ST	MACHESNEY PARK	IL
3010	CATALOG OUTLET - 30	240 COMMONWEALTH BLVD W STE145	MARTINSVILLE	VA
3013	CATALOG OUTLET - 30	9495 W 75TH ST	OVERLAND PARK	KS
3014	CATALOG OUTLET - 30	190 E GLENDALE AVE	SPARKS	NV
3029	CATALOG OUTLET - 30	4410 MILLS CIR	ONTARIO	CA
3034	CATALOG OUTLET - 30	2442 ROMIG RD	AKRON	OH
3036	CATALOG OUTLET - 30	246 JAMESTOWN MALL	FLORISSANT	MO
3037	CATALOG OUTLET - 30	3050 N 5TH ST	READING	PA
3039	CATALOG OUTLET - 30	1801 BELTLINE RD SW STE 3	DECATUR	AL
3040	CATALOG OUTLET - 30	3430 PRESTON HWY	LOUISVILLE	KY
3900	AIR BRIDGE	406 W. 5TH AVENUE	ANCHORAGE	AK
3900	PARKING	406 W. 5TH AVENUE	ANCHORAGE	AK
4306	TELEMARKETING	1001 COMMERCE DRIVE	HARMARVILLE	PA
4534	CUSTOM DECORATING	4741 & 4801 URBANI AVENUE	MCCLELLAN	CA
4573	CUSTOM DECORATING	4455-4497 SOUTH 134TH PL. BUILDING B, SUITE 4475	TUKWILA	WA
4573	CUSTOM DECORATING	331 SOUTH RIVER DRIVE, STE 4	TEMPE	AZ
5071	TREASURY	GOLF ROAD & MILWAUKEE AVE.	NILES	IL
9005	LOGISTIC CENTER	1634 SALISBURY ROAD	STATESVILLE	NC
9005	PARKING	1634 SALISBURY ROAD	STATESVILLE	NC
9005	PARKING	1211 BARKLEY ROAD	STATESVILLE	NC
9005	PARKING		STATESVILLE	NC
9010	LOGISTIC CENTER	6800 VALLEY VIEW AVENUE	BUENA PARK	CA
9041	OFFICES	3801 PARKWOOD BLVD SUITE D-100	FRISCO	TX
9100	ACCOUNTING OFFICE	310 SOUTH MAIN ST.	SALT LAKE CITY	UT
9100	PARKING	45 EAST BROADWAY	SALT LAKE CITY	UT
9113	ECKERD DRUG - CVS	3821 ELLISON DRIVE NW	ALBUQUERQUE	NM
9130	LOGISTIC CENTER	5555 SCARBOROUGH BLVD.	COLUMBUS	OH
9131	LOGISTIC CENTER	11800 W. BURLEIGH ROAD	WAUWATOSA	WI

Page 22 of 23

Equipment Locations

Store Number	Type/Use	Address	City	State
9132	LOGISTIC CENTER	10500 LACKMAN ROAD	LENEXA	KS
9224	LAND	501 D’ARCY PARKWAY	LATHROP	CA
9224	LOGISTIC CENTER	700 D’ARCY PARKWAY	LATHROP	CA
9275	ADDITIONAL SPACE	124 ROSE LANE, SUITE 106	FRISCO	TX
9316	LOGISTIC CENTER	11111 STEAD BLVD.	RENO	NV
9317	LOGISTIC CENTER	1339 TOLLAND TPK	MANCHESTER	CT
9430	OFFICES	1120 E. WALNUT, SUITE 7	WATSEKA	IL
9435	LOGISTIC CENTER	1701 INTERMODAL PARKWAY; ALLIANCE AIRPORT	HASLET	TX
9442	STORE SUPPORT CENTER	1650 S HWY 67	CEDAR HILL	TX
9450	STORE SUPPORT CENTER	6800 STATE ROAD 33	LAKELAND	FL
9451	PARKING	1302 PUYALLUP STREET	SUMNER	WA
9451	STORE SUPPORT CENTER	2932 142ND AVENUE EAST	SUMNER	WA
9454	STORE SUPPORT CENTER	400 HIGHWAY 6	SPANISH FORK	UT
9474	OFFICES	200 LAFAYETTE STREET	NEW YORK	NY
9486	LOGISTIC CENTER	5500 SOUTH EXPRESSWAY/120 PENNEY RD/5500 FRONTAGE ROAD	ATLANTA/FOREST PARK	GA
9518	ENTERPRISE FURNITURE FACILITY	13770 NORTON AVENUE	CHINO	CA
9707	STORE SUPPORT CENTER	1200 NORTHBROOK PARKWAY, SUITE 180	SUWANEE	GA
9900	OFFICES	560 SOUTH WINCHESTER BLVD.	SAN JOSE	CA
9900	OFFICES	601 PENNSYLVANIA AVE NW	WASHINGTON	DC
9900	ACCOUNTING OFFICE	6501 LEGACY DRIVE	PLANO	TX
9900	HANGER FOR CORP AIRCRAFT	8111 LEMON AVE, STE 150	DALLAS	TX
9900	LAND	6501 LEGACY DRIVE	PLANO	TX
9900	LAND	6501 LEGACY DRIVE	PLANO	TX
9900	OFFICES	3600 SOUTH HARBOR BLVD	OXNARD	CA
9900	OFFICES	300 SOUTH EL CAMINO ROAD, SUITE 201	SAN CLEMENTE	CA
9900	OFFICES	649 MISSION STREET	SAN FRANCISCO	CA
9900	OFFICES	328 BARRY AVENUE	WAYZATA	MN
9900	OFFICES	TWO CITY PLACE DRIVE, 2ND FL	ST LOUIS	MO
9900	OFFICES	1501 BROADWAY, 12TH FLOOR	NEW YORK	NY
9900	OFFICES	256 WEST 36TH STREET, 7TH FLOOR	NEW YORK	NY
9900	OFFICES	411 LAFAYETTE ST, 6TH FL	NEW YORK	NY
9900	OFFICES	6501 LEGACY DRIVE	PLANO	TX
9900	QUALITY ASSURANCE	1625 CRESCENT CIRCLE, SUITES 115 AND 112	CARROLLTON	TX

Page 23 of 23

Inventory Locations

Store Number	Street	City	State	Zip
0004	990 22ND AVE S	BROOKINGS	SD	57006
0005	9501 ARLINGTON EXPY STE 105	JACKSONVILLE	FL	32225
0007	PO BOX 7126	AUBURN	NY	13022
0012	78 E MAIN ST	PRICE	UT	84501
0016	1170 CENTRAL AVE	DUNKIRK	NY	14048
0017	1425 S SANTA FE AVE	CHANUTE	KS	66720
0026	124 S MAIN ST	PENDLETON	OR	97801
0027	12300 SE 82ND AVE	PORTLAND	OR	97086
0030	14301 BURNHAVEN DR	BURNSVILLE	MN	55306
0043	621 MAIN ST	ALAMOSA	CO	81101
0044	3542 S MARYLAND PKWY	LAS VEGAS	NV	89169
0046	701 RICHMOND RD	RICHMOND HEIGHTS	OH	44143
0052	321 MAIN ST	FORT MORGAN	CO	80701
0055	4600 S MEDFORD DR STE 2000	LUFKIN	TX	75901
0056	413 DAKOTA AVE	WAHPETON	ND	58075
0058	2050 PONCE BY PASS STE 200	PONCE	PR	00717
0063	212 E 2ND ST	THE DALLES	OR	97058
0065	1309 ADAMS AVE	LA GRANDE	OR	97850
0067	500 LEHIGH VALLEY MALL	WHITEHALL	PA	18052
0089	2321 DAVE LYLE BLVD	ROCK HILL	SC	29730
0090	4530 N ORACLE RD	TUCSON	AZ	85705
0099	300 CROSS CREEK MALL	FAYETTEVILLE	NC	28303
0102	9801 CORTANA PL	BATON ROUGE	LA	70815
0104	201-209 WEST C ST	MCCOOK	NE	69001
0106	401 NE NORTHGATE WAY STE 475	SEATTLE	WA	98125
0109	1343 COMMERCIAL ST	ASTORIA	OR	97103
0113	PO BOX 668	WILLISTON	ND	58801
0116	81 ROCKINGHAM PARK BLVD	SALEM	NH	03079
0120	301 WYOMING BLVD SE	CASPER	WY	82609
0129	600 S CARPENTER AVE	KINGSFORD	MI	49802
0130	601-635 HARRY L DR STE 99	JOHNSON CITY	NY	13790
0133	25 LILAC MALL (RT 125)	ROCHESTER	NH	03867
0135	344 V BUCKLAND HLS DR STE 7000	MANCHESTER	CT	06042
0141	1207 N COMMERCE	ARDMORE	OK	73401
0152	4835 PROMENADE PKWY	BESSEMER	AL	35022
0157	2180 S GILBERT RD	CHANDLER	AZ	85286
0161	5043 JIMMY LEE SMITH PKWY	HIRAM	GA	30141
0162	90 E LOCUST ST	CANTON	IL	61520
0163	800 FOXCROFT AVE STE 800	MARTINSBURG	WV	25401
0168	300 MONTGOMERY MALL	NORTH WALES	PA	19454
0170	720 N 12TH ST (US 641)	MURRAY	KY	42071
0171	10225 77TH ST	PLEASANT PRAIRIE	WI	53158
0174	100 W 33RD ST	NEW YORK	NY	10001
0178	333 MAIN ST STE 200	OAK RIDGE	TN	37830
0179	6051 SKILLMAN ST	DALLAS	TX	75231
0182	1800 DAISY ST EXT STE 2	CLEARFIELD	PA	16830

0183	2100 HAMILTON PLACE BLVD	CHATTANOOGA	TN	37421
0184	990 NW BLUE PKWY	LEES SUMMIT	MO	64086
0185	1150 W CARL SANDBURG DR	GALESBURG	IL	61401
0192	11801 FAIR OAKS MALL	FAIRFAX	VA	22033
0194	9100 MCHUGH DR STE 576	LANHAM	MD	20706
0195	63 SERRAMONTE CTR	DALY CITY	CA	94015
0196	222 S STATE ST	FAIRMONT	MN	56031
0199	500 MONROEVILLE MALL	MONROEVILLE	PA	15146
0201	10101 E INDEPENDENCE BLVD	MATTHEWS	NC	28105
0202	1754 FRANKLIN MILLS CIR	PHILADELPHIA	PA	19154
0203	1067 W BALTIMORE PIKE US 1	MEDIA	PA	19063
0204	2700 POTOMAC MILLS CIR	WOODBRIDGE	VA	22192
0207	2500 W MORELAND RD	WILLOW GROVE	PA	19090
0209	3411 MERCHANT BLVD	ABINGDON	MD	21009
0211	3200 W EMPIRE MALL	SIOUX FALLS	SD	57106
0214	200 WESTERN AVE NW STE A	FARIBAULT	MN	55021
0217	14370 BEAR VALLEY RD	VICTORVILLE	CA	92392
0218	6020 E 82ND ST STE 700	INDIANAPOLIS	IN	46250
0219	3400 BELL AIR MALL	MOBILE	AL	36606
0220	1500 E WASHINGTON AVE	UNION GAP	WA	98903
0221	1155 CARLISLE ST	HANOVER	PA	17331
0225	2005 VETERANS BLVD	DUBLIN	GA	31021
0226	2200 S 10TH ST	MCALLEN	TX	78503
0231	10450 S STATE ST STE 2106	SANDY	UT	84070
0232	4502 S STEELE STE 200	TACOMA	WA	98409
0237	3 ORLAND SQ DR	ORLAND PARK	IL	60462
0241	2000 RT 38 STE 1000	CHERRY HILL	NJ	08002
0244	1391 E HIGHLAND AVE STE 101	SELMA	AL	36703
0246	20700 AVALON BLVD STE 500	CARSON	CA	90746
0249	901 W MORTON	JACKSONVILLE	IL	62650
0250	67 LAKEWOOD CTR MALL	LAKEWOOD	CA	90712
0251	7750 W ARROWHEAD TOWNE CENTER	GLENDALE	AZ	85308
0253	3501 GRANVILLE AVE	MUNCIE	IN	47303
0258	734 MARKET ST	FARMINGTON	MO	63640
0259	3111 S 31ST ST STE 3301	TEMPLE	TX	76502
0260	950 DANA DR	REDDING	CA	96003
0268	2500 MEADOWBROOK MALL	BRIDGEPORT	WV	26330
0270	854 STATE RTE 13	CORTLAND	NY	13045
0273	701 RUSSELL AVE	GAITHERSBURG	MD	20877
0278	1501 LAFAYETTE PKY STE E1	LAGRANGE	GA	30241
0283	1057 BROAD ST	SUMTER	SC	29150
0286	4500 PEORIA ST (US 51)	PERU	IL	61354
0287	901 US 27 N STE 150	SEBRING	FL	33870
0288	9500 SW WASHINGTON SQ RD	PORTLAND	OR	97223
0295	835 W JOHNSON ST	FOND DU LAC	WI	54935
0304	3550 MCCANN RD	LONGVIEW	TX	75605
0306	225 MAIN AVE N	THIEF RIVER FALLS	MN	56701
0309	640 NIBLACK BLVD	VINCENNES	IN	47591
0311	1980 N JEFFERSON ST	HUNTINGTON	IN	46750
0316	2800 US HWY 90	GAUTIER	MS	39553
0318	101 APACHE MALL	ROCHESTER	MN	55902

0321	451 E ALTAMONTE DR STE 1301	ALTAMONTE SPRINGS	FL	32701
0322	400 DUBOIS RD	COOKEVILLE	TN	38501
0324	870 W MARKET ST	TIFFIN	OH	44883
0327	87 VILLAGE SQUARE MALL	EFFINGHAM	IL	62401
0334	1330 TRAVIS BLVD	FAIRFIELD	CA	94533
0345	2200 W FLORIDA AVE	HEMET	CA	92545
0351	3057 E MAIN	RUSSELLVILLE	AR	72802
0355	1251 US 31 N	GREENWOOD	IN	46142
0365	214 BORGER S/C	BORGER	TX	79007
0367	400 BALD HILL RD	WARWICK	RI	02886
0370	1000 HILLTOP MALL	RICHMOND	CA	94806
0373	1262 VOCKE RD STE 300	LA VALE	MD	21502
0384	2901 N GRAND AVE	AMES	IA	50010
0389	1500 STONERIDGE MALL RD	PLEASANTON	CA	94588
0395	3405 E STATE ST	HERMITAGE	PA	16148
0400	125 S MICHIGAN AVE	BIG RAPIDS	MI	49307
0402	480 LEWIS AVE	MERIDEN	CT	06451
0403	5953 W PARK AVE STE 3000	HOUMA	LA	70364
0406	1100 N MAIN ST	ALTUS	OK	73521
0419	2021 N HIGHLAND AVE STE 15	JACKSON	TN	38305
0424	7171 N DAVIS HWY STE 8220	PENSACOLA	FL	32504
0426	251 HIGH ST	TORRINGTON	CT	06790
0427	10150 N WOLFE RD	CUPERTINO	CA	95014
0439	600 EASTVIEW MALL	VICTOR	NY	14564
0450	1302 W I-40 FRONTAGE RD	GALLUP	NM	87301
0456	3404 W 13TH ST	GRAND ISLAND	NE	68803
0457	101 W WATER ST	DECORAH	IA	52101
0465	24140 MAGIC MOUNTAIN PKY	SANTA CLARITA	CA	91355
0466	150 HOMER ADAMS PKWY	ALTON	IL	62002
0477	1357 S MAIN ST	ADRIAN	MI	49221
0478	5200 MEADOWOOD MALL CIR	RENO	NV	89502
0479	6481 NEWBERRY RD	GAINESVILLE	FL	32605
0481	4201 YELLOWSTONE AVE	POCATELLO	ID	83202
0483	3936 E MARKET ST	LOGANSPORT	IN	46947
0485	4310 BUFFALO GAP RD	ABILENE	TX	79606
0487	3401 S US 41	TERRE HAUTE	IN	47802
0494	600 MERCED MALL	MERCED	CA	95348
0495	1300 9TH AVE SE STE 3	WATERTOWN	SD	57201
0496	1700 W COUNTY RD B-2	ROSEVILLE	MN	55113
0497	305 MOUNT HOPE AVE	ROCKAWAY	NJ	07866
0514	830 MAIN ST UNIT 3	PRESQUE ISLE	ME	04769
0528	1680 WRIGHT AVE	ALMA	MI	48801
0529	17301 VALLEY MALL RD STE 400	HAGERSTOWN	MD	21740
0530	155 DORSET ST	SOUTH BURLINGTON	VT	05403
0536	300 EARLY BLVD	EARLY	TX	76802
0539	RT 104 E	OSWEGO	NY	13126
0549	3301 VETERANS MEMORIAL BLVD	METAIRIE	LA	70002
0557	15740 WHITTWOOD LANE	WHITTIER	CA	90603
0559	2424 US 6TH AND 50TH	GRAND JUNCTION	CO	81505
0562	1701 SUNRISE HWY	BAYSHORE L I	NY	11706
0566	2555 EL CAMINO REAL	CARLSBAD	CA	92008

0568	300 S MAIN ST	MCALLEN	TX	78501
0578	PO BOX 10010	HOLYOKE	MA	01041
0579	4101 E 42ND ST	ODESSA	TX	79762
0581	800 S JAMES CAMPBELL BLVD	COLUMBIA	TN	38401
0582	5001 MONROE ST	TOLEDO	OH	43623
0588	300 HWY 78 E	JASPER	AL	35501
0601	3700 S MERIDIAN ST	PUYALLUP	WA	98373
0607	1100 S DEWEY ST	NORTH PLATTE	NE	69101
0608	814 US HWY 62-65 N STE 27	HARRISON	AR	72601
0611	6002 SLIDE RD-PO BOX 68611	LUBBOCK	TX	79414
0617	1801 NW HWY 19	CRYSTAL RIVER	FL	34428
0620	1700 W INTL SPEEDWAY BLVD	DAYTONA BEACH	FL	32114
0631	6301 NW LOOP 410	SAN ANTONIO	TX	78238
0634	3040 PLAZA BONITA RD	NATIONAL CITY	CA	91950
0635	5900 DURAND AVE	RACINE	WI	53406
0643	4600 BAY RD	SAGINAW	MI	48604
0644	3301 DILLON DR	PUEBLO	CO	81008
0647	3315 N RIDGE RD E STE 100	ASHTABULA	OH	44004
0651	PR RD 2 KM 81.9 CARRIZALES	HATILLO	PR	00659
0652	2200 W WAR MEMORIAL DR STE 997	PEORIA	IL	61613
0654	3541 MASONIC DR	ALEXANDRIA	LA	71301
0656	1200 10TH AVE S	GREAT FALLS	MT	59405
0658	5300 SAN DARIO	LAREDO	TX	78041
0660	201 W US 20	MICHIGAN CITY	IN	46360
0663	3929 MCCAIN BLVD STE 500	NORTH LITTLE ROCK	AR	72116
0666	2005 N 14TH ST STE 141	PONCA CITY	OK	74601
0671	3199 N WHITE SANDS	ALAMOGORDO	NM	88310
0680	51027 HWY 6	GLENWOOD SPRINGS	CO	81601
0681	2101 FT HENRY DR	KINGSPORT	TN	37664
0687	3700 ATLANTA HWY	ATHENS	GA	30606
0688	2600 BEACH BLVD	BILOXI	MS	39531
0689	2427 US HWY 90 W STE 10	LAKE CITY	FL	32055
0691	484 SUN VALLEY MALL	CONCORD	CA	94520
0695	700 HAYWOOD RD	GREENVILLE	SC	29607
0696	1249 SOUTHCENTER MALL	TUKWILA	WA	98188
0699	1169 GLENDALE GALLERIA	GLENDALE	CA	91210
0700	500 QUAKER BRIDGE MALL	TRENTON	NJ	08648
0702	8401 GATEWAY BLVD W	EL PASO	TX	79925
0703	408 MITCHELL ST	PETOSKEY	MI	49770
0704	4651 27TH ST	MOLINE	IL	61265
0708	1800 PIPESTONE RD	BENTON HARBOR	MI	49022
0709	3115 E COLONIAL DR	ORLANDO	FL	32803
0712	3111 MIDWESTERN PKWY	WICHITA FALLS	TX	76308
0718	310 TOWNE CTR CIR	SANFORD	FL	32771
0731	3202 OAKVIEW DR	OMAHA	NE	68144
0733	800 S CAMINO DEL RIO	DURANGO	CO	81301
0738	925 WASHINGTON AVE	DETROIT LAKES	MN	56501
0739	2150 NORTHWOODS BLVD UNIT E100	N CHARLESTON	SC	29406
0744	300 VALLEY RIVER CTR	EUGENE	OR	97401
0766	331 BRANDON TOWN CENTER MALL	BRANDON	FL	33511
0767	4316 MILAN RD	SANDUSKY	OH	44870

0768	3300 CHAMBERS RD STE 5090	HORSEHEADS	NY	14845
0769	2190 IDAHO ST	ELKO	NV	89801
0778	1408 N PARHAM RD	RICHMOND	VA	23229
0779	6000 FLORENCE MALL	FLORENCE	KY	41042
0780	1718 E BLVD	KOKOMO	IN	46902
0781	4101 S YALE AVE	TULSA	OK	74135
0782	10401 US HWY 441 STE 2001	LEESBURG	FL	34788
0784	3649 ERIE BLVD E STE 2	DE WITT	NY	13214
0786	7900 GOVERNOR RITCHIE HWY	GLEN BURNIE	MD	21061
0794	3500 OLEANDER DR	WILMINGTON	NC	28403
0797	816 WALNUT SQUARE BLVD STE D	DALTON	GA	30721
0808	3187 N MAIN ST	ANDERSON	SC	29621
0809	1903 PARK AVE	MUSCATINE	IA	52761
0814	625 BLACK LAKE BLVD	OLYMPIA	WA	98502
0816	606 CHRISTIANA MALL	NEWARK	DE	19702
0819	500 BRIARWOOD CIR	ANN ARBOR	MI	48108
0830	PO BOX 2008	LAUREL	MS	39442
0834	2000 N POINT CIR	ALPHARETTA	GA	30022
0835	117-19 E MAIN ST	SIDNEY	MT	59270
0838	810 W PARK AVE	GREENWOOD	MS	38930
0852	701 LYNN HAVEN PKWY	VIRGINIA BEACH	VA	23452
0863	680 CITADEL DR E	COLORADO SPRINGS	CO	80909
0864	3661 EISENHOWER PKWY STE 6	MACON	GA	31206
0870	730 MEYERLAND PLAZA MALL	HOUSTON	TX	77096
0880	2471 FOOTHILL BLVD	ROCK SPRINGS	WY	82901
0881	7700 E KELLOGG DR	WICHITA	KS	67207
0882	2415 SAGAMORE PKWY S 52	LAFAYETTE	IN	47905
0890	194 MAIN ST	STURBRIDGE	MA	01566
0891	135 E TOWNE MALL	MADISON	WI	53704
0895	150 PEARL NIX PKWY	GAINESVILLE	GA	30501
0899	639 STILLWATER AVE	BANGOR	ME	04401
0902	1201 HOOPER AVE STE B	TOMS RIVER	NJ	08753
0907	8201 S TAMIAMI TRAIL	SARASOTA	FL	34238
0909	1620 E 10TH ST STE 100	ROANOKE RAPIDS	NC	27870
0910	4129 E WILDER RD	BAY CITY	MI	48706
0911	800 N 98TH ST	OMAHA	NE	68114
0914	1170 INDIANA AVE	ST MARYS	OH	45885
0916	PO BOX 8709	CAROLINA	PR	00988
0920	200 W PARK MALL	CAPE GIRARDEAU	MO	63703
0921	2231 S MISSION RD	MT PLEASANT	MI	48858
0924	160 N GULPH RD STE 5000	KING OF PRUSSIA	PA	19406
0933	300 WESTFARMS MALL	FARMINGTON	CT	06032
0950	711 SECOND AVE NW	CULLMAN	AL	35055
0951	1365 N DUPONT HWY STE 5000	DOVER	DE	19901
0952	630 OLD COUNTRY RD UNIT A2	GARDEN CITY	NY	11530
0954	234 N MAIN ST	SHERIDAN	WY	82801
0955	6420 S PACIFIC BLVD	HUNTINGTON PARK	CA	90255
0965	1845 N WEST AVE	EL DORADO	AR	71730
0972	220 GOLF MILL CTR	NILES	IL	60714
0982	7777 EASTPOINT MALL	BALTIMORE	MD	21224
0993	2418 SW MILITARY DR	SAN ANTONIO	TX	78224

0995	MERCER MALL BOX 7106	BLUEFIELD	WV	24701
0996	4401 S BROADWAY	TYLER	TX	75703
1002	4348 ELECTRIC RD	ROANOKE	VA	24018
1012	75 MAVERICK ST RT 1A	ROCKLAND	ME	04841
1020	1671 W LACEY BLVD	HANFORD	CA	93230
1024	236 E 5TH ST N	BURLEY	ID	83318
1028	315 E SECOND ST	CALEXICO	CA	92231
1031	220 ENNIS LN	TOWANDA	PA	18848
1033	3000 DUNN AVE UNIT 25	JACKSONVILLE	FL	32218
1037	3401 DALE RD	MODESTO	CA	95356
1046	2201 S INTERSTATE 35 E STE D	DENTON	TX	76205
1048	200 SIDNEY BAKER ST S (HWY 16)	KERRVILLE	TX	78028
1049	4 FOX VALLEY CTR	AURORA	IL	60504
1052	220 W MARIPOSA RD	NOGALES	AZ	85621
1056	3701 S MAIN ST (US 33)	ELKHART	IN	46517
1058	1386 E COURT ST	SEGUIN	TX	78155
1064	324 E SAN ANTONIO ST	EL PASO	TX	79901
1067	1904 E 9TH ST	WINFIELD	KS	67156
1068	202 E CENTENNIAL DR	PITTSBURG	KS	66762
1071	2000 BRITTAIN RD STE 600	AKRON	OH	44310
1076	1060 HWY 15 S	HUTCHINSON	MN	55350
1081	1780 GALLERIA BLVD	FRANKLIN	TN	37067
1086	619 N PERKINS RD	STILLWATER	OK	74075
1091	1401 PAUL BUNYAN DR NW STE 2	BEMIDJI	MN	56601
1101	715 E EXPRESSWAY 83	WESLACO	TX	78596
1106	1950 PRAIRIE CENTER PKWY	BRIGHTON	CO	80601
1111	13320 MONTFORT ST 3RD FL	DALLAS	TX	75240
1116	1744 E CARL ALBERT PKWY	MCALESTER	OK	74501
1122	2501 W MEMORIAL RD	OKLAHOMA CITY	OK	73134
1128	2520 GULF FWY S	LEAGUE CITY	TX	77573
1130	3501 E BROADWAY	TUCSON	AZ	85716
1134	80 VIEWMONT MALL	SCRANTON	PA	18508
1135	3409 CANDLERS MOUNTAIN RD	LYNCHBURG	VA	24502
1140	4541 S LABURNUM AVE	RICHMOND	VA	23231
1141	1651 STATE HWY 1 S	GREENVILLE	MS	38701
1142	951 W PACHECO BLVD	LOS BANOS	CA	93635
1143	428 N STATE HWY 19	PALATKA	FL	32177
1148	300 MARY ESTHER BLVD	MARY ESTHER	FL	32569
1150	STATE HWY 35 AND 36	EATONTOWN	NJ	07724
1152	2500 MILTON AVE	JANESVILLE	WI	53545
1153	2601 CENTRAL AVE	DODGE CITY	KS	67801
1155	1300 E PINECREST DR	MARSHALL	TX	75670
1156	4915 CLAREMONT AVE	STOCKTON	CA	95207
1158	1501 E MAIN	ALICE	TX	78332
1159	350 JOHN R JUNKIN DR	NATCHEZ	MS	39120
1161	5256 ROUTE 30	GREENSBURG	PA	15601
1163	1375 US 127 S	FRANKFORT	KY	40601
1164	2800 S COLUMBIA RD	GRAND FORKS	ND	58201
1165	1826-19TH AVE	LEWISTON	ID	83501
1166	18900 MICHIGAN AVE (US 12)	DEARBORN	MI	48126
1168	14200 E ALAMEDA AVE	AURORA	CO	80012

1170	700 QUINTARD DR STE 100	OXFORD	AL	36203
1180	260 WAYNE TOWNE CTR	WAYNE	NJ	07470
1188	2825 S GLENSTONE AVE STE 200	SPRINGFIELD	MO	65804
1190	175 YORKTOWN S/C	LOMBARD	IL	60148
1192	600 SUNRISE MALL	MASSAPEQUA L I	NY	11758
1195	95 N MOORLAND RD	BROOKFIELD	WI	53005
1198	1500 KANSAS AVE	GREAT BEND	KS	67530
1206	6100 SUNRISE BLVD	CITRUS HTS	CA	95610
1208	1122 N UNIVERSITY DR	NACOGDOCHES	TX	75961
1210	3700 STATE RD 16	LA CROSSE	WI	54601
1212	3075 CLAIRTON RD STE 100	WEST MIFFLIN	PA	15123
1217	23 WEST TOWNE MALL	MADISON	WI	53719
1220	2060 CROSSROADS BLVD STE 189	WATERLOO	IA	50702
1223	24200 LAGUNA HILLS MALL	LAGUNA HILLS	CA	92653
1226	400 PARK CITY S/C	LANCASTER	PA	17601
1228	2500 S CENTER ST	MARSHALLTOWN	IA	50158
1229	280 HILLCREST DR W	THOUSAND OAKS	CA	91360
1238	802 HARDEE RD	KINSTON	NC	28504
1240	504 N ADAMS ST	CARROLL	IA	51401
1241	100 NORTHRIDGE MALL	SALINAS	CA	93906
1248	4150 S HWY 27	SOMERSET	KY	42501
1250	757 E LEWIS & CLRK PKY STE 701	CLARKSVILLE	IN	47129
1255	2724 EASTLAND MALL	COLUMBUS	OH	43232
1256	1321 N COLUMBIA CTR BLVD # 100	KENNEWICK	WA	99336
1262	50 HAMPTON VILLAGE PLAZA	ST LOUIS	MO	63109
1270	3939 S CARSON ST	CARSON CITY	NV	89701
1274	591 BROADWAY	CHULA VISTA	CA	91910
1288	2200 N MAPLE AVE	RAPID CITY	SD	57701
1292	133 N MAIN ST STE 3	ST ALBANS	VT	05478
1296	2918 VINE ST STE 2001	HAYS	KS	67601
1306	35000 W WARREN RD	WESTLAND	MI	48185
1308	5000 SHELBYVILLE RD	LOUISVILLE	KY	40207
1313	100 HWY 332 W STE 1260	LAKE JACKSON	TX	77566
1315	718 NORTHSIDE DR E STE 25	STATESBORO	GA	30458
1319	1530 COSHOCTON AVE	MT VERNON	OH	43050
1320	3320 SILAS CREEK PKWY STE 460	WINSTON-SALEM	NC	27103
1321	777 E MERRITT ISL CSWY STE 210	MERRITT ISLAND	FL	32952
1322	1560 HOUSTONVILLE RD STE 301	DANVILLE	KY	40422
1323	5100 GREAT NORTHERN MALL	N OLMSTED	OH	44070
1324	1118 JAMES AVE	BEDFORD	IN	47421
1327	100 FOUR SEASONS TOWN CTR	GREENSBORO	NC	27407
1330	5488 S PADRE ISLAND DR STE4000	CORPUS CHRISTI	TX	78411
1336	2175 LINCOLN ST	RHINELANDER	WI	54501
1337	100 STONEWOOD ST	DOWNEY	CA	90241
1339	101 RANGE LINE STE 250A	JOPLIN	MO	64801
1340	1240 HICKORY POINT MALL	FORSYTH	IL	62535
1348	3560 LAMAR AVE HWY 82	PARIS	TX	75460
1351	3100 SW COLLEGE RD	OCALA	FL	34474
1352	700 W 14 MILE RD	TROY	MI	48083
1360	7201 N KENDALL DR	MIAMI	FL	33156
1362	1600 A MILLER TRUNK HWY	DULUTH	MN	55811

1368	7507 W CERMAK RD	NORTH RIVERSIDE	IL	60546
1373	100 S COUNTY CENTER WAY	ST LOUIS	MO	63129
1377	607 N BERKELEY BLVD	GOLDSBORO	NC	27534
1385	201 S MAIN ST	BISHOP	CA	93514
1388	205 N ORCHARD AVE	UKIAH	CA	95482
1389	11801 W 95TH ST	OVERLAND PARK	KS	66214
1392	250 PLAINFIELD RD UNIT 202	WEST LEBANON	NH	03784
1393	4257 N MAYO TRAIL	PIKEVILLE	KY	41501
1398	23000 EUREKA RD STE A3	TAYLOR	MI	48180
1399	1700 MARKET LANE	NORFOLK	NE	68701
1405	12421 WAYZATA BLVD	MINNETONKA	MN	55305
1413	3601 S 2700 W	SALT LAKE CITY	UT	84119
1417	400 S BALDWIN AVE	ARCADIA	CA	91007
1419	1900 GREEN OAKS RD	FORT WORTH	TX	76116
1420	3849 S DELSEA DR	VINELAND	NJ	08360
1431	2101 BROADWAY	YANKTON	SD	57078
1432	14300 LAKESIDE CIR	STERLING HTS	MI	48313
1433	1890 SOUTHLAKE MALL	MERRILLVILLE	IN	46410
1443	245 ST CLAIR SQ	FAIRVIEW HGTS	IL	62208
1445	1 SANGERTOWN SQ STE 55	NEW HARTFORD	NY	13413
1451	3340 MALL LOOP DR SPACE 2	JOLIET	IL	60431
1455	1850 APPLE BLOSSOM DR	WINCHESTER	VA	22601
1462	6699 SPRINGFIELD MALL	SPRINGFIELD	VA	22150
1467	5500 BUCKEYSTOWN PIKE	FREDERICK	MD	21703
1475	27001 US HWY 19 N	CLEARWATER	FL	33761
1480	4510 E CACTUS RD	PHOENIX	AZ	85032
1481	201 WESTSHORE PLAZA	TAMPA	FL	33609
1487	1129 N BALDWIN AVE STE 200	MARION	IN	46952
1489	5522 SHAFFER RD STE 09	DU BOIS	PA	15801
1493	100 FRANKLIN ST UNIT F	WESTERLY	RI	02891
1503	1925 E MARKET ST	HARRISONBURG	VA	22801
1505	1203 PLAZA DR	WEST COVINA	CA	91790
1509	800 CODDINGTOWN CTR	SANTA ROSA	CA	95401
1510	1303 NIAGARA FALLS BLVD	AMHERST	NY	14226
1512	1228 MAIN ST	DELANO	CA	93215
1514	303 301 BLVD W STE 701	BRADENTON	FL	34205
1529	755 STATE RT 18 STE 600	E BRUNSWICK	NJ	08816
1531	2300 E LINCOLN HWY	LANGHORNE	PA	19047
1535	101 CLEARVIEW CIRCLE	BUTLER	PA	16001
1539	555 W GRAND AVE STE M-1	WISCONSIN RAPIDS	WI	54495
1542	7601 S CICERO AVE	CHICAGO	IL	60652
1543	3203 BROADWAY	QUINCY	IL	62301
1559	2400 EDGEWOOD RD SW	CEDAR RAPIDS	IA	52404
1572	6000 S HANNUM AVE	CULVER CITY	CA	90230
1580	3225 28TH ST SE	GRAND RAPIDS	MI	49512
1587	550 S GEAR AVE	W BURLINGTON	IA	52655
1589	3575 MAPLE AVE	ZANESVILLE	OH	43701
1590	4600 W KELLOGG RD	WICHITA	KS	67209
1591	22 CLIFTON COUNTRY RD STE 2	CLIFTON PARK	NY	12065
1603	4217 SIX FORKS RD STE 100	RALEIGH	NC	27609
1612	1551 VALLEY WEST DR	W DES MOINES	IA	50266

1614	5100 MONTCLAIR PLAZA LANE	MONTCLAIR	CA	91763
1618	25 MIRACLE MILE DR	ROCHESTER	NY	14623
1623	27150 NOVI RD	NOVI	MI	48377
1628	1607 3RD AVE W	DICKINSON	ND	58601
1635	1826 S MAIN ST	MARYVILLE	MO	64468
1650	301 COX CREEK PKWY (RT 133)	FLORENCE	AL	35630
1674	PO BOX 4220	BARBOURSVILLE	WV	25504
1679	110 E MAIN ST	CUT BANK	MT	59427
1693	1400 N TURNER ST	HOBBS	NM	88240
1698	5000 FREDERICA ST	OWENSBORO	KY	42301
1704	4803 OUTER LOOP RD	LOUISVILLE	KY	40219
1717	115 TIMES SQ MALL	MT VERNON	IL	62864
1722	840 MILL CREEK MALL	ERIE	PA	16565
1736	1649 E BROAD ST	STATESVILLE	NC	28625
1738	1051 GREEN ACRES MALL	VALLEY STREAM L I	NY	11581
1749	2400 RICHMOND RD STE 61	TEXARKANA	TX	75503
1751	205 W BLACKSTOCK RD STE 8	SPARTANBURG	SC	29301
1761	502 GARDEN STATE PLAZA	PARAMUS	NJ	07652
1775	850 KIRKWOOD MALL	BISMARCK	ND	58504
1778	2200 N TUSTIN ST	ORANGE	CA	92865
1779	300 STROUD MALL	STROUDSBURG	PA	18360
1781	2115 W ROOSEVELT BLVD	MONROE	NC	28110
1783	1224 E TIPTON ST	SEYMOUR	IN	47274
1786	1701 MACFARLAND BLVD E	TUSCALOOSA	AL	35404
1787	1500 CANTON RD	AKRON	OH	44312
1794	4400 MEADOWS LANE	LAS VEGAS	NV	89107
1800	265 PINE AVE	SNOHOMISH	WA	98290
1811	21840 S HAWTHORNE BLVD	TORRANCE	CA	90503
1816	7850 MENTOR AVE STE 930	MENTOR	OH	44060
1823	8900 NE VANCOUVER MALL DR	VANCOUVER	WA	98662
1829	1442 US HWY 45 N	COLUMBUS	MS	39705
1831	3202 ARTIC BLVD	ANCHORAGE	AK	99503
1832	3236 KIRKWOOD HWY	WILMINGTON	DE	19808
1842	2115 S MOONEY BLVD	VISALIA	CA	93277
1844	340 SOUTHLAND MALL	HAYWARD	CA	94545
1845	305 LIBERTY ST NE	SALEM	OR	97301
1847	1200 E BROAD AVE	ROCKINGHAM	NC	28379
1853	4300 TUSCARAWAS ST W	CANTON	OH	44708
1858	1075 N BRIDGE ST	CHILLICOTHE	OH	45601
1859	2400 ELIDA RD	LIMA	OH	45805
1860	4199 NATIONAL RD E	RICHMOND	IN	47374
1862	4125 CLEVELAND AVE STE 903	FORT MYERS	FL	33901
1865	1501 WARD BLVD STE 300	WILSON	NC	27893
1867	117 S 25TH ST STE 1	FORT DODGE	IA	50501
1868	420 HUCK FINN S/C	HANNIBAL	MO	63401
1869	8200 PERRY HALL BLVD	BALTIMORE	MD	21236
1870	3702 FREDERICK AVE STE 7	ST JOSEPH	MO	64506
1871	1321 S BROADWAY	SANTA MARIA	CA	93454
1874	4101 W DIVISION ST	ST CLOUD	MN	56301
1876	1603 E EMPIRE ST	BLOOMINGTON	IL	61701
1880	1050 E 23RD ST	FREMONT	NE	68025

1886	1300 N MILLER ST	WENATCHEE	WA	98801
1891	3015 HWY 29 S	ALEXANDRIA	MN	56308
1899	4621 EASTGATE BLVD	CINCINNATI	OH	45245
1900	714 GREENVILLE BLVD	GREENVILLE	NC	27858
1902	4500 MIDWAY MALL	ELYRIA	OH	44035
1908	2910 N ELM ST	LUMBERTON	NC	28358
1911	90 LEE JACKSON HWY STE 1268	STAUNTON	VA	24401
1917	880 N MILITARY HWY	NORFOLK	VA	23502
1919	3100 M L KING JR BLVD STE 29	NEW BERN	NC	28562
1923	2230 EASTRIDGE LOOP	SAN JOSE	CA	95122
1924	900 EASTWOOD MALL	NILES	OH	44446
1927	PO BOX 6002	VIENNA	WV	26105
1928	4000 FT CAMPBELL BLVD	HOPKINSVILLE	KY	42240
1930	2400 ROOSEVELT RD	MARINETTE	WI	54143
1932	555 E SHAW AVE	FRESNO	CA	93710
1934	1350 N MAIN ST	LOGAN	UT	84341
1935	2825 W MAIN ST STE C	BOZEMAN	MT	59718
1936	7401 MARKET ST	BOARDMAN	OH	44512
1937	990 W 41ST ST	HIBBING	MN	55746
1939	7000 TYRONE SQ	ST PETERSBURG	FL	33710
1940	5350 S 76TH ST	GREENDALE	WI	53129
1942	90 W COUNTY CTR	DES PERES	MO	63131
1943	1105 MELBOURNE DR	HURST	TX	76053
1944	700 BROADWAY AVE E STE 1	MATTOON	IL	61938
1945	2625 SCOTTSVILLE RD STE 40	BOWLING GREEN	KY	42104
1948	3 WOODFIELD MALL	SCHAUMBURG	IL	60173
1950	6987 FRIARS RD	SAN DIEGO	CA	92108
1951	3401 DONNELL DR	FORESTVILLE	MD	20747
1953	1655 W 49TH ST STE 1200	HIALEAH	FL	33012
1955	1 SUSQUEHANNA VALLEY MALL DR	SELINSGROVE	PA	17870
1956	8000 W BROWARD BLVD STE 900	PLANTATION	FL	33388
1957	200 SOUTHDALE CTR	EDINA	MN	55435
1958	6455 EASTEX FRWY	BEAUMONT	TX	77706
1959	1122 EL CAMINO REAL	SAN BRUNO	CA	94066
1960	3605 GALLERIA AT TYLER	RIVERSIDE	CA	92503
1961	5111 ROGERS AVE	FORT SMITH	AR	72903
1962	4840 BRIARCLIFF RD NE	ATLANTA	GA	30345
1963	320 W KIMBERLY RD STE 409	DAVENPORT	IA	52806
1965	1000 RIVERGATE PKWY STE 3	GOODLETTSVILLE	TN	37072
1968	34 WYOMING VALLEY MALL	WILKES BARRE	PA	18702
1970	1475 UPPER VALLEY PIKE	SPRINGFIELD	OH	45504
1971	4545 TRANSIT RD	WILLIAMSVILLE	NY	14221
1972	4201 COLDWATER RD	FORT WAYNE	IN	46805
1975	301 NORTHGATE MALL	CHATTANOOGA	TN	37415
1976	2400 10TH ST SW	MINOT	ND	58701
1977	1500 APALACHEE PKWY	TALLAHASSEE	FL	32301
1979	3535 S LINDEN RD	FLINT	MI	48507
1980	6501 N GRAPE RD	MISHAWAKA	IN	46545
1981	2901 BROOKS ST	MISSOULA	MT	59801
1982	6580 S WESTNEDGE AVE	PORTAGE	MI	49024
1983	428 WOODBRIDGE CTR DR	WOODBRIDGE	NJ	07095

1985	550 CENTER ST	AUBURN	ME	04210
1987	2400 N COLUMBIA ST (US 441N)	MILLEDGEVILLE	GA	31061
1989	6000 SUNSET MALL	SAN ANGELO	TX	76904
1991	99 BENNINGTON SQ	BENNINGTON	VT	05201
1992	320 BYPASS 72 NW STE A	GREENWOOD	SC	29649
1993	2011 N ROAN ST	JOHNSON CITY	TN	37601
1994	3902 13TH AVE SW STE 200	FARGO	ND	58103
1995	503 E IVES ST STE 200	MARSHFIELD	WI	54449
1997	40 BATAVIA CITY CTR	BATAVIA	NY	14020
1998	4600 N US HWY 89	FLAGSTAFF	AZ	86004
2006	3600 COUNTRY CLUB DR STOP 4	JEFFERSON CITY	MO	65109
2008	2 FREEDOM MALL	ROME	NY	13440
2010	7900 DAY DR	PARMA	OH	44129
2011	18601 33RD AVE W	LYNNWOOD	WA	98037
2015	626 BOLL WEEVIL CIR	ENTERPRISE	AL	36330
2018	200 SW C AVE	LAWTON	OK	73501
2020	1930 S LOOP 256	PALESTINE	TX	75801
2021	6001 W WACO DR	WACO	TX	76710
2022	367 RUSSELL ST STE A	HADLEY	MA	01035
2024	1639 E RIO RD	CHARLOTTESVILLE	VA	22901
2025	800 N GREEN RIVER RD	EVANSVILLE	IN	47715
2029	901 S BOONE ST	ABERDEEN	WA	98520
2034	105 CROSSROADS MALL	MT HOPE	WV	25880
2036	4511 N MIDKIFF RD	MIDLAND	TX	79705
2038	1180 BLOWING ROCK RD	BOONE	NC	28607
2039	1410 SPARTA ST	MCMINNVILLE	TN	37110
2040	2901 S CAPITOL OF TEXAS HWY	AUSTIN	TX	78746
2042	400 SPOTSYLVANIA MALL	FREDERICKSBURG	VA	22407
2043	STATE HWY M-26	HOUGHTON	MI	49931
2044	2334 OAKLAND AVE STE 8	INDIANA	PA	15701
2045	2400 8TH AVE SW STE A1	JAMESTOWN	ND	58401
2046	1615 N HARRISON AVE	PIERRE	SD	57501
2047	2121 US HWY 1 S STE A	ST AUGUSTINE	FL	32086
2048	901 11TH AVE SW STE 34	SPENCER	IA	51301
2049	126 JACKSON ST	STERLING	CO	80751
2051	120 WASHINGTON AVE EXT STE 40	ALBANY	NY	12203
2052	22631 RT 68 STE 10	CLARION	PA	16214
2055	821 N CENTRAL EXPWY	PLANO	TX	75075
2058	1400 DELL RANGE BLVD	CHEYENNE	WY	82009
2059	5801 BECKLEY RD	BATTLE CREEK	MI	49015
2060	7804 ABERCORN ST	SAVANNAH	GA	31406
2062	101 WASHINGTON ST	WAUSAU	WI	54403
2063	RT 23 (RD 2)	ONEONTA	NY	13820
2064	4501 CENTRAL AVE STE 103	HOT SPRINGS NAT PK	AR	71913
2065	5304 W SAGINAW ST	LANSING	MI	48917
2066	1982 W GRAND RIVER AVE STE 135	OKEMOS	MI	48864
2067	1860 W MICHIGAN AVE	JACKSON	MI	49202
2068	1800 FOUR SEASONS BLVD	HENDERSONVILLE	NC	28792
2069	8001 S ORANGE BLOSSOM STE 700	ORLANDO	FL	32809
2071	19525 BISCAYNE BLVD	AVENTURA	FL	33180
2074	1910 WELLS RD	ORANGE PARK	FL	32073

2076	2338 US 23 S	ALPENA	MI	49707
2079	325 PIEDMONT DR	DANVILLE	VA	24540
2080	4601 E MAIN ST	FARMINGTON	NM	87402
2083	401 LEE ST E	CHARLESTON	WV	25301
2085	1500 N RIVERSIDE AVE	MEDFORD	OR	97501
2086	5101 HINKLEVILLE RD STE 800	PADUCAH	KY	42001
2089	905 N 12TH ST STE 10	MIDDLESBORO	KY	40965
2091	700 MAINE MALL RD	SOUTH PORTLAND	ME	04106
2092	1700 W NEW HAVEN AVE	MELBOURNE	FL	32904
2093	700 TELSHOR BLVD STE 2000	LAS CRUCES	NM	88011
2096	72900 HWY 111	PALM DESERT	CA	92260
2098	101 FOOTHILLS MALL	MARYVILLE	TN	37801
2099	2320 E 17TH ST	IDAHO FALLS	ID	83404
2100	1111 JACKSON AVE W	OXFORD	MS	38655
2101	1300 ULSTER AVE MALL STE 210	KINGSTON	NY	12401
2102	1695 ANNAPOLIS MALL	ANNAPOLIS	MD	21401
2103	455 S BIBB ST	EAGLE PASS	TX	78852
2104	7925 FM 1960 RD STE 7000	HOUSTON	TX	77070
2105	6834 WESLEY ST STE C	GREENVILLE	TX	75402
2108	2000 SAN JACINTO MALL	BAYTOWN	TX	77521
2109	300 BELLEVUE SQ	BELLEVUE	WA	98004
2110	2100 S W S YOUNG DR STE 2000	KILLEEN	TX	76543
2115	2000 MARTIN LUTHER KING JR BLV	PANAMA CITY	FL	32405
2119	922 RIVER FALLS ST	ANDALUSIA	AL	36420
2121	4125 W OWEN K GARRIOTT RD	ENID	OK	73703
2122	2500 W STATE ST STE 118	ALLIANCE	OH	44601
2123	2950 E TEXAS AVE	BOSSIER CITY	LA	71111
2124	3035 KNOXVILLE CENTER DR STE O	KNOXVILLE	TN	37924
2125	3505 PEMBERTON SQ BLVD STE B	VICKSBURG	MS	39180
2130	10177 N KINGS HWY	MYRTLE BEACH	SC	29572
2131	5901 UNIVERSITY DR	HUNTSVILLE	AL	35806
2132	2076 9TH ST N	NAPLES	FL	34102
2135	4501 N MAIN ST STE 9	ROSWELL	NM	88201
2136	1600 11TH AVE	HELENA	MT	59601
2137	3100 HWY 365	PORT ARTHUR	TX	77642
2138	850 HARTFORD PIKE UNIT C	WATERFORD	CT	06385
2139	9303 W ATLANTIC BLVD	CORAL SPRINGS	FL	33071
2140	2006 S EXPY 83	HARLINGEN	TX	78552
2143	2230 S MARKET ST	BRENHAM	TX	77833
2144	555 JOHN F KENNEDY RD	DUBUQUE	IA	52002
2147	1605 SOUTH FIRST STREET	WILLMAR	MN	56201
2152	2390 CHESTNUT ST	ORANGEBURG	SC	29115
2153	1041 SPRING LANE	SANFORD	NC	27330
2157	100 S FEDERAL AVE STE 118A	MASON CITY	IA	50401
2158	810 S CASS ST	CORINTH	MS	38834
2159	801 N CONGRESS AVE	BOYNTON BEACH	FL	33426
2160	5453 W 88TH AVE	WESTMINSTER	CO	80031
2163	200 RIVER OAKS DR	CALUMET CITY	IL	60409
2165	120 N DARTMOUTH MALL	NORTH DARTMOUTH	MA	02747
2166	1810 FORT JONES RD	YREKA	CA	96097
2168	1200 E COUNTY LINE RD	RIDGELAND	MS	39157

2169	7701 W I-40 STE 600	AMARILLO	TX	79121
2171	290 E VIA RANCHO PKWY	ESCONDIDO	CA	92025
2172	1600 TOWN CENTER DR	MONTEBELLO	CA	90640
2173	ONE MALL BLVD	BRUNSWICK	GA	31525
2175	4761 PECANLAND MALL DR	MONROE	LA	71203
2176	101 MANHATTAN CTR	MANHATTAN	KS	66502
2177	4832 VALLEY VIEW BLVD NW	ROANOKE	VA	24012
2178	8106 N NAVARRO ST	VICTORIA	TX	77904
2183	12335 JAMES ST	HOLLAND	MI	49424
2184	1500 HARVEY RD	COLLEGE STATION	TX	77840
2185	4301 W WISCONSIN AVE	APPLETON	WI	54913
2188	60 ELM PLAZA	WATERVILLE	ME	04901
2189	300 A AVE W	OSKALOOSA	IA	52577
2190	224 N LOGAN BLVD	BURNHAM	PA	17009
2192	1500 E 11TH ST STE 1000	HUTCHINSON	KS	67501
2196	201 S WASHINGTON ST	OWOSSO	MI	48867
2197	2302 E KANSAS AVE	GARDEN CITY	KS	67846
2198	2206 S BALTIMORE ST	KIRKSVILLE	MO	63501
2203	1700 NORMAN DR	VALDOSTA	GA	31601
2204	1704 N DIXIE HWY	ELIZABETHTOWN	KY	42701
2207	2813 N PRINCE ST	CLOVIS	NM	88101
2209	2501 MING AVE	BAKERSFIELD	CA	93304
2210	1600 INDUSTRIAL RD	EMPORIA	KS	66801
2211	2350 SE WASHINGTON BLVD	BARTLESVILLE	OK	74006
2213	301 N POPLAR	SEARCY	AR	72143
2217	3140 VIRGINIA AVE	CONNERSVILLE	IN	47331
2218	2300 RIVERCHASE GALLERIA	HOOVER	AL	35244
2219	150 NORTHSHORE BLVD	SLIDELL	LA	70460
2220	2700 LAKE RD	DYERSBURG	TN	38024
2223	1801 N MAIN ST STE 14	MITCHELL	SD	57301
2224	2 FINANCIAL PLAZA STE 100	HUNTSVILLE	TX	77340
2225	1500 N CLINTON ST	DEFIANCE	OH	43512
2229	PO BOX 29526	SANTA FE	NM	87592
2231	311 JACKSONVILLE MALL	JACKSONVILLE	NC	28546
2232	5065 MAIN ST	TRUMBULL	CT	06611
2233	6945 US 322	CRANBERRY	PA	16319
2237	6931 S MEMORIAL DR	TULSA	OK	74133
2238	1513 N KANSAS AVE	LIBERAL	KS	67901
2239	2259 S 9TH ST	SALINA	KS	67401
2240	201 SKYLINE DR STE 7	CONWAY	AR	72032
2241	20 N MAIN ST	KALISPELL	MT	59901
2243	300 BONNER MALL WAY STE 60	PONDERAY	ID	83852
2244	1019 S WASHINGTON ST	NORTH ATTLEBORO	MA	02760
2246	2001 SOUTH RD (RT 9)	POUGHKEEPSIE	NY	12601
2247	310 DANIEL WEBSTER HWY STE 103	NASHUA	NH	03060
2250	50 FOX RUN RD STE 35	NEWINGTON	NH	03801
2251	1935 JAKE ALEXANDER BLVD W	SALISBURY	NC	28147
2256	7 BACKUS AVE	DANBURY	CT	06810
2257	2701 DAVID H MCLEOD BLVD	FLORENCE	SC	29501
2258	3450 WRIGHTSBORO RD	AUGUSTA	GA	30909
2259	1100 WESLEYAN BLVD	ROCKY MOUNT	NC	27804

2262	301 N LINCOLN RD STE 100	ESCANABA	MI	49829
2263	1006 ROSS PARK MALL DR	PITTSBURGH	PA	15237
2265	2901 PINES MALL DR STE A	PINE BLUFF	AR	71601
2266	2080 GREELEY MALL	GREELEY	CO	80631
2270	771 S 30TH ST	HEATH	OH	43056
2271	1635 OXFORD ST	WORTHINGTON	MN	56187
2272	160 TYLER RD	RED WING	MN	55066
2274	2801 GUTHRIE HWY STE 500	CLARKSVILLE	TN	37040
2275	1615 POLE LINE RD E	TWIN FALLS	ID	83301
2276	1260 GIBSON RD	WOODLAND	CA	95776
2279	4901 N KICKAPOO AVE STE 4000	SHAWNEE	OK	74804
2281	1724 VETERANS BLVD	MCCOMB	MS	39648
2282	1600 RIVER VALLEY CIR N	LANCASTER	OH	43130
2283	600 RANDOLPH MALL	ASHEBORO	NC	27203
2284	2301 W WORLEY	COLUMBIA	MO	65203
2286	21017 SALMON RUN MALL LOOP E	WATERTOWN	NY	13601
2287	4405 BLACK HORSE PIKE	MAYS LANDING	NJ	08330
2288	501 N MAIN ST STE 118	MUSKOGEE	OK	74401
2290	6 SOUTHPARK MALL	COLONIAL HTS	VA	23834
2294	1480 CONCORD PKWY N	CONCORD	NC	28025
2296	814 NC 24 27 BYP E	ALBEMARLE	NC	28001
2297	10 MALL DR W	JERSEY CITY	NJ	07310
2298	311 THREE RIVERS DR	KELSO	WA	98626
2299	2874 FRONTAGE RD	WARSAW	IN	46580
2300	415 NEW RIVER RD	CHRISTIANSBURG	VA	24073
2303	1970 US HWY 70 SE	HICKORY	NC	28602
2304	1821 SW WANAMAKER RD	TOPEKA	KS	66604
2305	2550 E MORRIS BLVD	MORRISTOWN	TN	37813
2309	3382 NW FEDERAL HWY	JENSEN BEACH	FL	34957
2311	1600 N JACKSON ST	TULLAHOMA	TN	37388
2312	300 N MILWAUKEE ST	BOISE	ID	83704
2313	60 SMITHFIELD BLVD	PLATTSBURGH	NY	12901
2316	2601 DAWSON RD	ALBANY	GA	31707
2317	400 MILL AVE SE STE C2	NEW PHILADELPHIA	OH	44663
2320	8501 W BOWLES AVE	LITTLETON	CO	80123
2322	1858 SERVICE DR	WINONA	MN	55987
2324	435 E CLIFTY DR	MADISON	IN	47250
2326	732 FREEMAN LANE	GRASS VALLEY	CA	95949
2327	10 BELLIS FAIR PKWY	BELLINGHAM	WA	98226
2329	800-50 NEW LOUDON RD	LATHAM	NY	12110
2331	1800 TIFFIN AVE	FINDLAY	OH	45840
2332	655 CHESHIRE RD	LANESBOROUGH	MA	01237
2333	225 COLUMBIA MALL DR	BLOOMSBURG	PA	17815
2334	3020 US HWY 41 W	MARQUETTE	MI	49855
2338	6000 TOWN EAST MALL	MESQUITE	TX	75150
2339	1015 W WILL ROGERS	CLAREMORE	OK	74017
2341	63455 N HWY 97 STE 93	BEND	OR	97701
2342	282 BERLIN MALL RD UNIT 19	BERLIN	VT	05602
2343	987 E ASH ST	PIQUA	OH	45356
2344	1007 N PINE ST	DERIDDER	LA	70634
2345	480 MAYBERRY MALL	MOUNT AIRY	NC	27030

2346	3 S TUNNEL RD	ASHEVILLE	NC	28805
2347	1441 TAMIAMI TRAIL	PORT CHARLOTTE	FL	33948
2348	2252 25TH ST	COLUMBUS	IN	47201
2349	3300 S AIRPORT RD W	TRAVERSE CITY	MI	49684
2353	PO BOX 1070	SILVERDALE	WA	98383
2354	2010 YAKIMA VALLEY HWY J-1	SUNNYSIDE	WA	98944
2356	1414 SOUTHERN HILLS CTR	WEST PLAINS	MO	65775
2357	1350 PILGRIM LN	PLYMOUTH	IN	46563
2358	1810 S WEST AVE	FREEPORT	IL	61032
2361	2308 N SALISBURY BLVD	SALISBURY	MD	21801
2364	3 WALDEN GALLERIA DR	CHEEKTOWAGA	NY	14225
2367	6000 MAHONING AVE	YOUNGSTOWN	OH	44515
2368	200 W HANLEY AVE	COEUR D ALENE	ID	83815
2369	3501 W MAIN ST	NORMAN	OK	73072
2370	4200 PORTSMOUTH BLVD	CHESAPEAKE	VA	23321
2372	328 ROBERT SMALLS PKWY	BEAUFORT	SC	29906
2373	1752 W REELFOOT AVE	UNION CITY	TN	38261
2374	1750 E RED CLIFFS DR	ST GEORGE	UT	84790
2375	150 RICHLAND SQ	RICHLAND CENTER	WI	53581
2376	2 STRATFORD SQ MALL	BLOOMINGDALE	IL	60108
2381	300 GREENVILLE W DR STE 1	GREENVILLE	MI	48838
2382	1550 N MITCHELL ST	CADILLAC	MI	49601
2385	1199 COLUSA AVE	YUBA CITY	CA	95991
2386	9560 MALL RD	MORGANTOWN	WV	26501
2388	1131 W RANCHO VISTA BLVD	PALMDALE	CA	93551
2389	2899 WHITEFORD RD STE 286	YORK	PA	17402
2390	1353 TUSCULUM BLVD	GREENEVILLE	TN	37745
2391	300 CASCADE MALL DR	BURLINGTON	WA	98233
2392	1600 N STATE RT 50	BOURBONNAIS	IL	60914
2395	3315 6TH AVE SE	ABERDEEN	SD	57401
2396	3225 STATE RT 364 STE 165	CANANDAIGUA	NY	14424
2397	1200 HWY 22-PHILLIPSBURG MALL	PHILLIPSBURG	NJ	08865
2398	900 COMMONS DR STE 900	DOTHAN	AL	36303
2399	975 AVE HOSTOS STE 320	MAYAGUEZ	PR	00680
2400	1001 BARNES CROSSING RD STE300	TUPELO	MS	38804
2410	2401 S STEMMONS FWY STE 4000	LEWISVILLE	TX	75067
2411	2350 MIRACLE MILE RD #270	BULLHEAD CITY	AZ	86442
2414	355 FLETCHER PKWY	EL CAJON	CA	92020
2415	15083 US 19 S	THOMASVILLE	GA	31792
2416	270 LOUDON RD	CONCORD	NH	03301
2417	1105 WALNUT ST	CARY	NC	27511
2418	3800 US HWY 98 N STE 200	LAKELAND	FL	33809
2419	6525 E SOUTHERN AVE	MESA	AZ	85206
2420	9409 US HWY 19 STE 301	PORT RICHEY	FL	34668
2422	10125 HWY 17 BYP UNIT G7	MURRELLS INLET	SC	29576
2423	780 NW GARDEN VLY BLVD STE 160	ROSEBURG	OR	97471
2424	2441 WHISKEY RD	AIKEN	SC	29803
2425	2900 W WASHINGTON ST STE 92	STEPHENVILLE	TX	76401
2427	278 BLACK GOLD BLVD	HAZARD	KY	41701
2428	4400 24TH AVE	FORT GRATIOT	MI	48059
2430	10308 SOUTHSIDE BLVD	JACKSONVILLE	FL	32256

2431	1100-B HWY 260	COTTONWOOD	AZ	86326
2433	11017 CAROLINA PLACE PKWY	PINEVILLE	NC	28134
2434	6600 MENAUL BLVD NE STE 600	ALBUQUERQUE	NM	87110
2436	475 S ST LOUIS ST	BATESVILLE	AR	72501
2437	128 WOODLAWN DR	SHAWANO	WI	54166
2438	1110 N QUINCY AVE	OTTUMWA	IA	52501
2439	1000 MALL RUN RD	UNIONTOWN	PA	15401
2440	300 LYCOMING MALL CIR STE 2043	PENNSDALE	PA	17756
2441	2901 E COLLEGE AVE STE 800	STATE COLLEGE	PA	16801
2442	4481 S WHITE MOUNTAIN RD STE 5	SHOW LOW	AZ	85901
2443	PO BOX 6110	WALDORF	MD	20603
2445	6840 EASTMAN AVE	MIDLAND	MI	48642
2447	864 HWY 12 W	STARKVILLE	MS	39759
2449	399 CAMPBELLSVILLE BYPASS	CAMPBELLSVILLE	KY	42718
2452	300 MOUNT BERRY SQ NE	ROME	GA	30161
2453	6 MCKINLEY MALL	BLASDELL	NY	14219
2456	11401 PINES BLVD	PEMBROKE PINES	FL	33026
2457	9559 DESTINY USA DR	SYRACUSE	NY	13290
2458	1601 S BROAD	SCOTTSBORO	AL	35768
2460	STATE RT 37-ST LAWRENCE CENTRE	MASSENA	NY	13662
2463	140 MARSH AVE	STATEN ISLAND	NY	10314
2464	1201 BOSTON POST RD	MILFORD	CT	06460
2467	1695 ARDEN WAY	SACRAMENTO	CA	95815
2470	413 MARKET SQ DR	MAYSVILLE	KY	41056
2472	839 3RD AVE	JASPER	IN	47546
2474	510 GATE CITY HWY SPACE 360	BRISTOL	VA	24201
2477	3710 HWY 9	FREEHOLD	NJ	07728
2478	1603 NW 107TH AVE	MIAMI	FL	33172
2480	22450 TOWN CIR	MORENO VALLEY	CA	92553
2482	5725 JOHNSTON ST	LAFAYETTE	LA	70503
2484	4730 N DIVISION ST	SPOKANE	WA	99207
2485	560 GALLERIA DR	JOHNSTOWN	PA	15904
2486	5580 GOODS LN STE 2031	ALTOONA	PA	16602
2488	ONE N GALLERIA DR	MIDDLETOWN	NY	10941
2490	231 GREECE RIDGE CTR DR	GREECE	NY	14626
2491	6 GALLERIA MALL DR	TAUNTON	MA	02780
2494	200 PAUL HUFF PKWY NW STE 44	CLEVELAND	TN	37312
2495	1850 ADAMS ST STE 2	MANKATO	MN	56001
2496	500 NEWPARK MALL	NEWARK	CA	94560
2498	2727 FAIRFIELD COMMONS BLVD	DAYTON	OH	45431
2503	1201 E MAIN	CARBONDALE	IL	62901
2505	1201 S DIRKSEN PKWY	SPRINGFIELD	IL	62703
2506	2900 E LINCOLN WAY	STERLING	IL	61081
2507	312 W PRIEN LAKE RD	LAKE CHARLES	LA	70601
2521	9100 N SKYVIEW AVE	KANSAS CITY	MO	64154
2522	9056 N 121ST EAST AVE	OWASSO	OK	74055
2523	215 CREEKSIDE WAY	NEW BRAUNFELS	TX	78130
2524	2421 CRANBERRY HWY STE 290	WAREHAM	MA	02571
2526	7352 GLORY RD	BAXTER	MN	56425
2527	500 WINCHESTER AVE	ASHLAND	KY	41101
2529	11534 PARKSIDE DR	FARRAGUT	TN	37934

2530	1301 CENTER RD	AVON	OH	44011
2534	501 C M FAGAN DR	HAMMOND	LA	70403
2613	1932 E 20TH ST	CHICO	CA	95928
2614	1710 S MAIN ST	BELLEFONTAINE	OH	43311
2615	230 LAUREL MALL	HAZLETON	PA	18202
2616	2940 WATSON BLVD	CENTERVILLE	GA	31028
2617	7600 KINGSTON PIKE STE 900	KNOXVILLE	TN	37919
2619	10101 BROOK RD STE 800	GLEN ALLEN	VA	23059
2620	515 S WESTWOOD	POPLAR BLUFF	MO	63901
2622	2301 DEL PRADO BLVD STE 700	CAPE CORAL	FL	33990
2624	3401 NICHOLASVILLE RD STE 116	LEXINGTON	KY	40503
2625	4370 I-75 BUSINESS SPUR	SAULT STE MARIE	MI	49783
2626	1312 W SUNSET RD	HENDERSON	NV	89014
2629	1050 S BISHOP AVE	ROLLA	MO	65401
2631	58000 TWENTY-NINE PALMS HWY	YUCCA VALLEY	CA	92284
2632	4 MID RIVERS MALL	ST PETERS	MO	63376
2633	3507 MANCHESTER EXPWY STE E	COLUMBUS	GA	31909
2646	4021 BURBANK RD	WOOSTER	OH	44691
2647	210 ANDOVER ST	PEABODY	MA	01960
2648	400 BREA MALL	BREA	CA	92821
2649	400 WESTMINSTER MALL	WESTMINSTER	CA	92683
2650	1050 LAYTON HILLS MALL	LAYTON	UT	84041
2651	68 GATEWAY MALL	LINCOLN	NE	68505
2653	4770 GOLF RD	EAU CLAIRE	WI	54701
2654	100 COMMERCIAL RD UNIT 180	LEOMINSTER	MA	01453
2655	90 W 5TH ST	DOUGLAS	AZ	85607
2656	3 DIAMOND RUN MALL	RUTLAND	VT	05701
2657	939 NE D ST	GRANTS PASS	OR	97526
2660	20505 S DIXIE HWY	MIAMI	FL	33189
2661	4 HAWTHORN CTR	VERNON HILLS	IL	60061
2662	578 AVIATION RD STE 3	QUEENSBURY	NY	12804
2663	377 S MILLS RD	VENTURA	CA	93003
2671	2180 NE HWY 99 W	MCMINNVILLE	OR	97128
2672	380 N COOPER DR	HENDERSON	NC	27536
2676	1215 S MAIN ST	SIKESTON	MO	63801
2677	9301 TAMPA AVE	NORTHRIDGE	CA	91324
2678	658 RICHLAND MALL	MANSFIELD	OH	44906
2679	525 UNION ST	WATERBURY	CT	06706
2682	1901 NW EXPWY STE 1200	OKLAHOMA CITY	OK	73118
2683	17177 ROYALTON RD BOX 3	STRONGSVILLE	OH	44136
2685	3851 S COOPER ST	ARLINGTON	TX	76015
2686	8358 SUDLEY RD	MANASSAS	VA	20109
2687	651 W WASHINGTON	SEQUIM	WA	98382
2688	3100 HARRISON AVE	BUTTE	MT	59701
2689	2700 MIAMISBURG-CENTERVILLE RD	CENTERVILLE	OH	45459
2690	1000 TURTLE CREEK DR	HATTIESBURG	MS	39402
2692	2422 W KETTLEMAN LANE	LODI	CA	95242
2693	3127 STOCKTON HILL RD	KINGMAN	AZ	86401
2694	1680 BRIARGATE BLVD	COLORADO SPRINGS	CO	80920
2695	16280 DRESDEN AVE SPACE M	E LIVERPOOL	OH	43920
2696	11200 LAKELINE MALL DR	CEDAR PARK	TX	78613

2697	16529 SOUTHWEST FRWY	SUGARLAND	TX	77479
2698	3100 NAGLEE RD	TRACY	CA	95304
2699	2501 MT HOLLY RD STE 300	BURLINGTON	NJ	08016
2700	5083 TUTTLE CROSSING BLVD	DUBLIN	OH	43016
2702	197 WESTBANK EXPY STE 2	GRETNA	LA	70053
2703	2756 N GERMANTOWN PKWY	MEMPHIS	TN	38133
2704	10000 COORS BYPASS NW	ALBUQUERQUE	NM	87114
2705	501 EAGLE RIDGE DR	LAKE WALES	FL	33859
2706	458 N VIRGINIA AVE	TIFTON	GA	31794
2707	2175 S KOELLER ST	OSHKOSH	WI	54902
2708	573 DONALD LYNCH BLVD	MARLBOROUGH	MA	01752
2709	4201 N SHILOH DR	FAYETTEVILLE	AR	72703
2712	3501 CAPITAL CITY MALL	CAMP HILL	PA	17011
2713	95 STORRS RD	WILLIMANTIC	CT	06226
2715	14659 N US HWY 25 E STE 22	CORBIN	KY	40701
2716	2215 MEMORIAL DR	WAYCROSS	GA	31501
2718	100 BAYCHESTER AVE	BRONX	NY	10475
2719	715 OMACHE DR	OMAK	WA	98841
2720	200 BEAVER VALLEY MALL	MONACA	PA	15061
2721	3159 W BROADWAY	SEDALIA	MO	65301
2722	9409 W COLONIAL DR	OCOEE	FL	34761
2725	3350 E FLORAL AVE	SELMA	CA	93662
2726	1481 WAGNER AVE	GREENVILLE	OH	45331
2728	1111 E TYLER ST STE 127	ATHENS	TX	75751
2729	3311 IOWA ST	LAWRENCE	KS	66046
2730	6200 20TH ST STE 700	VERO BEACH	FL	32966
2731	1409 EHRINGHAUS ST	ELIZABETH CITY	NC	27909
2732	10300 LITTLE PATUXENT PKWY	COLUMBIA	MD	21044
2736	3500 EAST WEST HWY STE 1000	HYATTSVILLE	MD	20782
2738	11160 VEIRS MILL RD	WHEATON	MD	20902
2739	20131 HWY 59N STE 3000	HUMBLE	TX	77338
2740	151 MARYSVILLE TOWNE CTR	MARYSVILLE	WA	98270
2741	318 E FAIRMOUNT AVE	LAKEWOOD	NY	14750
2742	1840 COUNTRYSIDE DR	TURLOCK	CA	95380
2743	1000 BONITA LAKE CIRCLE	MERIDIAN	MS	39301
2744	14730 E INDIANA AVE	SPOKANE	WA	99216
2745	2900 S MAIN ST	RICE LAKE	WI	54868
2748	10400 MILL RUN CIR	OWINGS MILLS	MD	21117
2749	21030 DULLES TOWN CIR	STERLING	VA	20166
2750	PO BOX 5147	GASTONIA	NC	28054
2751	PLAZA LAS AMERICAS S/C	SAN JUAN	PR	00918
2752	1403 PALISADES CTR DR	WEST NYACK	NY	10994
2753	6201 BLUEBONNET BLVD	BATON ROUGE	LA	70836
2754	3055 BLACK GAP RD	CHAMBERSBURG	PA	17202
2755	120 NIBLICK RD	PASO ROBLES	CA	93446
2756	9 SMITH HAVEN MALL	LAKE GROVE L I	NY	11755
2757	8417 S PARK MEADOWS CTR DR	LONE TREE	CO	80124
2758	1471 CORAL RIDGE AVE	CORALVILLE	IA	52241
2760	23415 THREE NOTCH RD STE 2016	CALIFORNIA	MD	20619
2761	11500 MIDLOTHIAN TPKE	RICHMOND	VA	23235
2762	8102 CITRUS PARK TOWN CTR	TAMPA	FL	33625

2763	1201 LAKE WOODLANDS DR STE 500	THE WOODLANDS	TX	77380
2765	219 MARLBORO AVE STE 21	EASTON	MD	21601
2767	1500 S WILLOW ST	MANCHESTER	NH	03103
2768	1500 RT 47 STE 21B	RIO GRANDE	NJ	08242
2769	1512 MILITARY RD	BENTON	AR	72015
2770	1200 TOWNE CENTRE BLVD STE B	PROVO	UT	84601
2773	400 ERNEST W BARRETT PKWY NW	KENNESAW	GA	30144
2775	1750 DEPTFORD CENTER RD STE D	DEPTFORD	NJ	08096
2776	3333 BUFORD DR	BUFORD	GA	30519
2777	381 WEST ST	KEENE	NH	03431
2779	PLAZA PALMA REAL S/C	HUMACAO	PR	00791
2780	200 AVE RAFAEL CORDERO STE 111	CAGUAS	PR	00725
2782	5055 2ND AVE STE 28	KEARNEY	NE	68847
2783	40640 WINCHESTER RD	TEMECULA	CA	92591
2784	6101 CALHOUN MEMOR HWY STE A	EASLEY	SC	29640
2785	3774 RIVERTOWN PRKWY SW	GRANDVILLE	MI	49418
2786	1775 WASHINGTON ST	HANOVER	MA	02339
2788	259 INDIAN MOUND DR	MT STERLING	KY	40353
2789	10308 W FOREST HILL BLVD	WELLINGTON	FL	33414
2790	172 EXTON SQ MALL	EXTON	PA	19341
2795	2607 PRESTON RD	FRISCO	TX	75034
2796	1125 GALLERIA BLVD	ROSEVILLE	CA	95678
2797	100 MALL DR UNIT B	STEUBENVILLE	OH	43952
2799	1611 VIRGINIA AVE STE 605	NORTH BEND	OR	97459
2801	1450 POLARIS PKWY	COLUMBUS	OH	43240
2802	2000 ROBINSON TOWN CTR	PITTSBURGH	PA	15205
2803	2304 E JACKSON ST	MACOMB	IL	61455
2804	8040 MALL PKWY	LITHONIA	GA	30038
2805	6910 FAYETTEVILLE RD STE 600	DURHAM	NC	27713
2806	2370 N EXPWY STE 2000	BROWNSVILLE	TX	78526
2807	5690 HARVEY ST	MUSKEGON	MI	49444
2808	301A S SERVICE RD	BLYTHEVILLE	AR	72315
2809	12300 JEFFERSON AVE STE 500	NEWPORT NEWS	VA	23602
2810	140 S 24TH ST W	BILLINGS	MT	59102
2812	202 E 24TH ST	COLUMBUS	NE	68601
2813	1909 US HWY 421 N	WILKESBORO	NC	28697
2814	92-59 59TH AVE	ELMHURST	NY	11373
2815	3200 GATEWAY BLVD	PRESCOTT	AZ	86303
2816	3351 S DOGWOOD	EL CENTRO	CA	92243
2817	2540 SYCAMORE RD	DE KALB	IL	60115
2819	1627 OPELIKA RD STE 69	AUBURN	AL	36830
2820	6650 DOUGLAS BLVD	DOUGLASVILLE	GA	30135
2821	4340 SERGEANT RD	SIOUX CITY	IA	51106
2822	1600 NE 23RD ST	POMPANO BEACH	FL	33062
2823	12399 S MAINSTREET	RANCHO CUCAMONGA	CA	91739
2824	6620 TOWNE CENTER LOOP STE E	SOUTHAVEN	MS	38671
2825	12550 RIVERDALE BLVD	COON RAPIDS	MN	55448
2826	333 N HWY 67	CEDAR HILL	TX	75104
2827	2611 E MAIN ST	PLAINFIELD	IN	46168
2828	2000 N NEIL ST	CHAMPAIGN	IL	61820
2829	13701 GROVE DR	MAPLE GROVE	MN	55311

2830	7200 E HARRISON AVE	ROCKFORD	IL	61112
2832	1401 GREENBRIER PKWY STE 3000	CHESAPEAKE	VA	23320
2833	6909 N LOOP 1604 E	SAN ANTONIO	TX	78247
2834	69340 HWY 21	COVINGTON	LA	70433
2835	3000 E HIGHLAND DR STE 516	JONESBORO	AR	72401
2837	1375 S YUMA PALMS PKWY	YUMA	AZ	85365
2838	877 NE ALSBURY BLVD	BURLESON	TX	76028
2839	31510 GRATIOT AVE	ROSEVILLE	MI	48066
2840	1236 EASTDALE MALL	MONTGOMERY	AL	36117
2841	2209 VETERANS BLVD	DEL RIO	TX	78840
2842	13333 W MCDOWELL RD	GOODYEAR	AZ	85395
2843	10083 GULF CENTER DR	FORT MYERS	FL	33913
2844	100 BAYBROOK MALL	FRIENDSWOOD	TX	77546
2845	3742 BROOKWALL DR STE 10	AKRON	OH	44333
2846	5050 E RAY RD	PHOENIX	AZ	85044
2847	167 PITTSBURGH MILL CIR	TARENTUM	PA	15084
2848	4485 S GRAND CANYON DR	LAS VEGAS	NV	89147
2849	10000 ALABAMA ST	REDLANDS	CA	92374
2850	28151 STATE RD 56	WESLEY CHAPEL	FL	33543
2852	11800 W BURLEIGH ST	WAUWATOSA	WI	53222
2855	8443 HAVEN AVE	RANCHO CUCAMONGA	CA	91730
2857	120 PENNEY RD	FOREST PARK	GA	30297
2862	3459 PRINCETON RD	HAMILTON	OH	45011
2863	23523 GRAND CIRCLE BLVD	KATY	TX	77449
2864	3001 WHITE BEAR AVE	MAPLEWOOD	MN	55109
2865	8348 TAMARACK VILLAGE	WOODBURY	MN	55125
2866	800 WILLARD DR	ASHWAUBENON	WI	54304
2867	301 OAK SPRING RD	WASHINGTON	PA	15301
2868	401 S MT JULIET RD STE 630	MT JULIET	TN	37122
2869	5060 PINNACLE SQ	BIRMINGHAM	AL	35235
2870	17610 E 39TH ST S	INDEPENDENCE	MO	64055
2871	240 BANKS CROSSING	FAYETTEVILLE	GA	30214
2872	1380 HWY 20 W	MCDONOUGH	GA	30253
2873	304 FORUM DR	COLUMBIA	SC	29229
2874	341 NEWNAN CROSSING BYP	NEWNAN	GA	30265
2875	22500 TOWN CENTER AVE	SPANISH FORT	AL	36527
2876	14658 DELAWARE ST	WESTMINSTER	CO	80023
2877	17710 LA CANTERA PKWY	SAN ANTONIO	TX	78257
2878	4680 HIGH POINTE BLVD	HARRISBURG	PA	17111
2879	2202 BELLVIEW RD	ROGERS	AR	72758
2880	STATE HWY 16 & RT 302	NORTH CONWAY	NH	03860
2881	300 MEMORIAL CITY WAY	HOUSTON	TX	77024
2882	8 PROVIDENCE PLACE	PROVIDENCE	RI	02903
2883	2500 SMITH RANCH RD	PEARLAND	TX	77584
2884	12351 N IH-35	AUSTIN	TX	78753
2885	5120 FAIRMONT PKWY	PASADENA	TX	77505
2888	2100 PLEASANT HILL RD	DULUTH	GA	30096
2889	1727 W BETHANY HOME RD	PHOENIX	AZ	85015
2901	8752 MICHIGAN RD	INDIANAPOLIS	IN	46268
2902	1900 E RIO SALADO PKWY STE 140	TEMPE	AZ	85281
2903	3141 WATERMILL DR	BURLINGTON	NC	27215

2904	9500 S IH-35 STE H	AUSTIN	TX	78748
2905	3001 TEXAS SAGE TRL	FORT WORTH	TX	76177
2906	1720 OLD FORT PKWY	MURFREESBORO	TN	37129
2907	6302 S CENTRAL ST	AURORA	CO	80016
2908	100 COLUMBIANA CIR #102	COLUMBIA	SC	29212
2909	7939 HWY N	DARDENNE PRAIRIE	MO	63368
2910	7751 TOWNE CENTER PKWY	PAPILLION	NE	68046
2911	11552 S DISTRICT DR	SOUTH JORDAN	UT	84095
2912	10904 STADIUM PKWY	KANSAS CITY	KS	66111
2913	5265 S CALLE SANTA CRUZ	TUCSON	AZ	85706
2914	2600 S SHACKLEFORD RD	LITTLE ROCK	AR	72205
2915	135 BOCKMAN DR	FORT COLLINS	CO	80525
2916	400 N UNION ST	OLEAN	NY	14760
2917	955 S HOVER ST	LONGMONT	CO	80501
2918	340 S COLONIAL DR	ALABASTER	AL	35007
2919	2890 N MAIN ST	SANTA ANA	CA	92705
2920	9480 VILLAGE PLACE BLVD	BRIGHTON	MI	48116
2921	5751 LONG PRAIRIE RD	FLOWER MOUND	TX	75028
2922	13900 HOARD DR	NOBLESVILLE	IN	46060
2923	500 MARQUIS PKWY	WILLIAMSBURG	VA	23185
2924	7400 WOODWARD AVE	WOODRIDGE	IL	60517
2925	8201 FLYING CLOUD DR	EDEN PRAIRIE	MN	55344
2926	7451 YOUREE DR	SHREVEPORT	LA	71105
2927	410 PORTERS VALE BLVD	VALPARAISO	IN	46383
2928	1100 OGDEN AVE	MONTGOMERY	IL	60538
2930	1600 ORCHARD GATEWAY BLVD	NORTH AURORA	IL	60542
2931	3100 MAIN ST STE 1000	MAUMEE	OH	43537
2932	3400 RIO GRANDE AVE	MONTROSE	CO	81401
2933	1200 N HAPPY VALLEY RD	NAMPA	ID	83687
2934	151 UNIVERSITY OAKS	ROUND ROCK	TX	78665
2935	2071 COLISEUM DR	HAMPTON	VA	23666
2936	1041 N PROMENADE PKWY	CASA GRANDE	AZ	85194
2937	14659 RAMONA AVE	CHINO	CA	91710
2938	1245 WORCESTER ST	NATICK	MA	01760
2939	7400 SAN PEDRO AVE	SAN ANTONIO	TX	78216
2940	5651 HWY 95 N	LAKE HAVASU CITY	AZ	86404
2941	2400 S SERVICE RD	MOORE	OK	73160
2942	7271 SE 29TH ST	MIDWEST CITY	OK	73110
2943	3675 STONE CREEK BLVD	COLERAIN TOWNSHIP	OH	45251
2944	25646 HWY 290	CYPRESS	TX	77429
2945	2001 W OSCEOLA PKWY	KISSIMMEE	FL	34741
2946	1015 E I 30	ROCKWALL	TX	75087
2948	3065 RT 50	SARATOGA SPRINGS	NY	12866
2949	1441 N HWY 77	WAXAHACHIE	TX	75165
2950	800 S RANDALL RD	ALGONQUIN	IL	60102
2951	2940 COMMERCE DR	JOHNSBURG	IL	60051
2952	4451 PROMENADE WAY	MATTESON	IL	60443
2953	8100 N FLINTLOCK RD	KANSAS CITY	MO	64158
2954	N96W18515 COUNTY LINE RD	MENOMONEE FALLS	WI	53051
2955	4951 SLATTEN RANCH RD	ANTIOCH	CA	94531
2956	550 PINNACLE PL	PRATTVILLE	AL	36066

2957	4185 RIVERDALE RD	RIVERDALE	UT	84405
2959	419 E TRENTON RD	EDINBURG	TX	78539
2960	1950 JOE BATTLE BLVD	EL PASO	TX	79938
2961	3125 LOUISIANA AVE	LAFAYETTE	LA	70501
2962	725 ADAMS DR	WEATHERFORD	TX	76086
2963	1996 MEMORIAL DR STE 1	ST JOHNSBURY	VT	05819
2964	2060 SAM RITTENBERG BLVD	CHARLESTON	SC	29407
2965	3650 NEW CENTER PT	COLORADO SPRINGS	CO	80922
2966	8568 E 49TH AVE	DENVER	CO	80238
2967	50753 WATERSIDE DR	CHESTERFIELD TOWNSHP	MI	48051
2968	24201 BRAZOS TOWN CROSSING	ROSENBERG	TX	77471
2969	610 GRAHAM DR	SHERMAN	TX	75092
2970	5181 PEPPER ST	SPRING HILL	FL	34607
2971	300 TOWN CENTER BLVD	WHITE LAKE TOWNSHIP	MI	48386
2972	43690 FORD RD	CANTON	MI	48187
2973	11325 W LINCOLN HWY	MOKENA	IL	60448
2975	3333 MARKET PLACE DR	COUNCIL BLUFFS	IA	51501
2976	515 CABELA DR	TRIADELPHIA	WV	26059
2977	5886 HIGHWAY 100	WASHINGTON	MO	63090
2978	9365 FIELDS ERTEL RD	CINCINNATI	OH	45249
2979	2345 S HWY 27	CLERMONT	FL	34711
2980	3165 INTERSTATE 45 N	CONROE	TX	77304
2982	301 STACY RD	FAIRVIEW	TX	75069
2983	800 BARNES ST	SAN MARCOS	TX	78666
2984	2037 LANTERN RIDGE DR	RICHMOND	KY	40475
2985	6200 GRANDVIEW PKWY	DAVENPORT	FL	33837
2986	200 MARKET ST	FLOWOOD	MS	39232
2987	1001 RAINBOW DR	GADSDEN	AL	35901
2988	7700 POLO GROUNDS BLVD	MEMPHIS	TN	38125
2989	1800 COASTAL GRAND CIR	MYRTLE BEACH	SC	29577
2990	6901 W 135TH ST	OVERLAND PARK	KS	66223
2991	5335 W LOOP 1604 N	SAN ANTONIO	TX	78253
2992	4190 E COURT ST STE 500	BURTON	MI	48509
2993	798 GRAVOIS BLUFFS BLVD	FENTON	MO	63026
2994	3363 LOWERY PKWY	FULTONDALE	AL	35068
2995	5858 E SAM HOUSTON PKWY N	HOUSTON	TX	77049
2997	206 BLUEFISH DR	PANAMA CITY BEACH	FL	32413
2998	19005 SE MILL PLAIN BLVD	VANCOUVER	WA	98683
2999	1060 PERIMETER DR	MANTECA	CA	95337
9010	6800 VALLEY VIEW AVE	BUENA PARK	CA	90620
9130	5555 SCARBOROUGH BLVD	COLUMBUS	OH	43232
9132	10500 LACKMAN RD	LENEXA	KS	66250
9143	1701 INTERMODAL PKWY	HASLET	TX	76052
9264	700 DARCY PKWY	LATHROP	CA	95330
9273	1701 INTERMODAL PKWY	HASLET	TX	76052
9316	11111 STEAD BLVD	RENO	NV	89506
9363	1701 INTERMODAL PKWY STE 126	HASLET	TX	76052
9396	1701 INTERMODAL PKWY	HASLET	TX	76052
9397	1701 INTERMODAL PKWY STE 101	HASLET	TX	76052
9434	1701 INTERMODAL PKWY	HASLET	TX	76052
9440	1634 SALISBURY RD	STATESVILLE	NC	28677

9441	6800 VALLEY VIEW AVE STE 202	BUENA PARK	CA	90620
9442	1650 S HWY 67	CEDAR HILL	TX	75104
9444	16000 W 107TH ST	LENEXA	KS	66250
9445	2525 PARK CRESCENT DR	COLUMBUS	OH	43232
9446	120 PENNEY RD	FOREST PARK	GA	30297
9449	1361 TOLLAND TPK	MANCHESTER	CT	06041
9450	6800 STATE RD 33 N	LAKELAND	FL	33805
9451	2932 142ND AVE E	SUMNER	WA	98390
9452	11810 W BURLEIGH ST	WAUWATOSA	WI	53222
9454	4000 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
9518	13770 NORTON AVE	CHINO	CA	91710
9553	120 PENNEY RD	FOREST PARK	GA	30297
9554	1339 TOLLAND TPK	MANCHESTER	CT	06041
9559	11800 W BURLEIGH ST	WAUWATOSA	WI	53222
9596	1339 TOLLAND TPK	MANCHESTER	CT	06041
9625	120 PENNEY RD	FOREST PARK	GA	30297
9644	11111 STEAD BLVD	RENO	NV	89506
9774	1634 SALISBURY RD	STATESVILLE	NC	28677

EXHIBIT A

TO 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 Pledge and Security Agreement, dated as of May 22, 2013 (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 GOLDMAN SACHS BANK USA, 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 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 a Natural Person) and Organizational Identification Number of each Grantor:

Full Legal Name Type of Organization Jurisdiction of Organization Chief Executive Office/Sole Place of Business
(or Residence if Grantor is a
Natural Person) Organization I.D.#

(B) Other Names (including any Trade Name or Fictitious Business Name) under which each Grantor currently conducts business:

Full Legal Name Trade Name or Fictitious Business Name

(C) Changes in Name, Jurisdiction of Organization, Chief Executive Office or Sole Place of Business (or Principal Residence if Grantor is a Natural Person) and Corporate Structure within past five (5) years:

Grantor Date of Change Description of Change

(D) Agreements pursuant to which any Grantor is bound as debtor within past five (5) years:

Grantor Description of Agreement

EXHIBIT A-2

SUPPLEMENT TO SCHEDULE 5.2

TO PLEDGE AND SECURITY AGREEMENT

COLLATERAL IDENTIFICATION

I. INTELLECTUAL PROPERTY

(A) Copyrights

Grantor Jurisdiction Title of Work Registration Number (if any) Registration Date (if any)

(B) Copyright Licenses

Grantor Description of Copyright License Registration Number (if any) of
underlying Copyright Name of Licensor

(C) Patents

Grantor Jurisdiction Title of Patent Patent Number/ (Application
Number) Issue Date/ (Filing Date)

(D) Patent Licenses

Grantor Description of Patent License Patent Number of underlying Patent Name of Licensor

EXHIBIT A-3

(E) Trademarks

Grantor Jurisdiction Trademark Registration Number/ (Serial Number) Registration Date/ (Filing Date)

(F) Trademark Licenses

Grantor Description of Trademark License Registration Number of underlying
Trademark Name of Licensor

(G) Trade Secret Licenses

II. COMMERCIAL TORT CLAIMS

Grantor Commercial Tort Claims

III. WAREHOUSEMAN, BAILEES AND OTHER THIRD PARTIES IN POSSESSION OF COLLATERAL

Grantor Description of Property Name and Address of Third Party

IV. AIRCRAFT, AIRCRAFT ENGINES AND PROPELLERS

EXHIBIT A-4

SUPPLEMENT TO SCHEDULE 5.4 TO     

PLEDGE AND SECURITY AGREEMENT

Financing Statements:

Grantor Filing Jurisdiction(s)

EXHIBIT A-5

SUPPLEMENT TO SCHEDULE 5.5

TO PLEDGE AND SECURITY AGREEMENT

Additional Information:

Name of Grantor Location of Equipment and Inventory

EXHIBIT A-6

EXHIBIT B

TO PLEDGE AND SECURITY AGREEMENT

FORM OF TRADEMARK SECURITY AGREEMENT

This TRADEMARK SECURITY AGREEMENT, dated as of [            ], 20[    ] (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by the entities identified as grantors on the signature pages hereto (collectively, the “Grantors”) in favor of Goldman Sachs Bank USA, as collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”).

WHEREAS, the Grantors are party to a Pledge and Security Agreement dated as of May 22, 2013 (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Pledge and Security Agreement”) between each of the Grantors and the other grantors party thereto and the Collateral Agent pursuant to which the Grantors granted a security interest to the Collateral Agent in the Trademark Collateral (as defined below) and are required to execute and deliver this Agreement.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Grantors hereby agree with the Collateral Agent as follows:

SECTION 1. Defined Terms

Unless otherwise defined herein, terms defined in the Pledge and Security Agreement and used herein have the meaning given to them in the Pledge and Security Agreement.

SECTION 2. Grant of Security Interest in Trademark Collateral

SECTION 2.1 Grant of Security Interest. Each Grantor hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and continuing lien on all of such Grantor’s right, title and interest in, to and under the following, in each case whether now or hereafter existing or in which such Grantor now has or hereafter acquires an interest and wherever the same may be located (collectively, the “Trademark Collateral”):

(a) all United States, and foreign trademarks, trade names, trade dress, Internet domain names, service marks, certification marks, logos, and other source identifiers, whether or not registered;

(b) all registrations and applications therefor including, without limitation, the registrations and applications listed on Schedule A attached hereto;

(c) all extensions or renewals of any of the foregoing;

(d) all of the goodwill of the business connected with the use of and symbolized by any of the foregoing;

(e) the right to sue or otherwise recover for any past, present and future infringement, dilution or other violation of any of the foregoing;

EXHIBIT B-1

(f) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages, and proceeds of suit now or hereafter due and/or payable with respect thereto; and

(g) all other rights corresponding thereto throughout the world.

SECTION 2.2 Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the Trademark Collateral include or the security interest granted under Section 2.1 hereof attach to any Excluded Asset, including, without limitation, any “intent-to-use” application for registration of a trademark or service mark filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Lanham Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the Lanham Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law.

SECTION 3. Security Agreement

The security interest granted pursuant to this Agreement is granted in conjunction with the security interest granted to the Collateral Agent for the Secured Parties pursuant to the Pledge and Security Agreement, and the Grantors hereby acknowledge and affirm that the rights and remedies of the Collateral Agent with respect to the security interest in the Trademark Collateral made and granted hereby are more fully set forth in the Pledge and Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Agreement is deemed to conflict with the Pledge and Security Agreement, the provisions of the Pledge and Security Agreement shall control.

SECTION 4. Termination

Upon the payment in full of all Secured Obligations (other than unasserted indemnification, tax gross-up, expense reimbursement or yield protection obligations) and the cancellation or termination of the Commitments, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Trademark Collateral shall revert to the Grantors. Upon any such termination the Collateral Agent shall, at the Grantors’ expense, execute and deliver to the Grantors or otherwise authorize the filing of such documents as the Grantors shall reasonably request, including financing statement amendments and/or releases and/or reassignments of the Trademark Collateral in the form appropriate for recording in the U.S. Patent and Trademark Office or other applicable Intellectual Property registry where the Collateral Agent’s security interest may have been recorded, to evidence such termination.

SECTION 5. Governing Law

THIS AGREEMENT 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).

EXHIBIT B-2

SECTION 6. Intercreditor Agreement

Notwithstanding anything herein to the contrary, the liens and security interests granted to the Collateral Agent pursuant to this Agreement in respect of the Trademark Collateral and the exercise of any right or remedy by the Collateral Agent hereunder in respect of the Trademark Collateral, in each case, with respect to such Trademark Collateral are subject to the limitations and provisions of the Intercreditor Agreement. In the event of any inconsistency between the terms or conditions of this Agreement (other than Section 2) and the terms and conditions of the Intercreditor Agreement, the terms and conditions of the Intercreditor Agreement shall control.

SECTION 7. Counterparts

This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

[Remainder of page intentionally left blank]

EXHIBIT B-3

IN WITNESS WHEREOF, each Grantor has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

[NAME OF GRANTOR]
By:
	Name:
	Title:

STATE OF	)
	)	ss.
COUNTY OF	)

On this             day of             ,             before me personally appeared             , proved to me on the basis of satisfactory evidence to be the person who executed the foregoing instrument on behalf of             , who being by me duly sworn did depose and say that he/she is an authorized officer of said corporation, that the said instrument was signed on behalf of said corporation as authorized by its Board of Directors and that he/she acknowledged said instrument to be the free act and deed of said corporation.

Notary Public

[NAME OF GRANTOR]
By:
	Name:
	Title:

STATE OF	)
	)	ss.
COUNTY OF	)

On this             day of             ,             before me personally appeared             , proved to me on the basis of satisfactory evidence to be the person who executed the foregoing instrument on behalf of             , who being by me duly sworn did depose and say that he/she is an authorized officer of said corporation, that the said instrument was signed on behalf of said corporation as authorized by its Board of Directors and that he/she acknowledged said instrument to be the free act and deed of said corporation.

[ADD SIGNATURE BLOCKS AND NOTARY BLOCKS FOR ANY OTHER GRANTORS]

EXHIBIT B-4

Accepted and Agreed:
GOLDMAN SACHS BANK USA,
as Collateral Agent
By:
	Authorized Signatory

EXHIBIT B-5

SCHEDULE A

to

TRADEMARK SECURITY AGREEMENT

TRADEMARK REGISTRATIONS AND APPLICATIONS

Mark Serial No. Filing Date Registration No. Registration Date

EXHIBIT B-6

EXHIBIT C

TO PLEDGE AND SECURITY AGREEMENT

FORM OF PATENT SECURITY AGREEMENT

This PATENT SECURITY AGREEMENT, dated as of [            ], 20[    ] (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by the entities identified as grantors on the signature pages hereto (collectively, the “Grantors”) in favor of Goldman Sachs Bank USA, as collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”).

WHEREAS, the Grantors are party to a Pledge and Security Agreement dated as of May 22, 2013 (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Pledge and Security Agreement”) between each of the Grantors and the other grantors party thereto and the Collateral Agent pursuant to which the Grantors granted a security interest to the Collateral Agent in the Patent Collateral (as defined below) and are required to execute and deliver this Agreement.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Grantors hereby agree with the Collateral Agent as follows:

SECTION. 1. Defined Terms

Unless otherwise defined herein, terms defined in the Pledge and Security Agreement and used herein have the meaning given to them in the Pledge and Security Agreement.

SECTION 2. Grant of Security Interest in Patent Collateral

SECTION 2.1. Grant of Security Interest. Each Grantor hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and continuing lien on all of such Grantor’s right, title and interest in, to and under the following, in each case whether now or hereafter existing or in which such Grantor now has or hereafter acquires an interest and wherever the same may be located (collectively, the “Patent Collateral”):

(a) all United States and foreign patents and certificates of invention, or industrial property designs, and applications for any of the foregoing, including, without limitation, each patent and patent application listed on Schedule A attached hereto;

(b) all reissues, divisions, continuations, continuations-in-part and extensions thereof;

(c) all patentable inventions described and claimed therein;

(d) the right to sue or otherwise recover for any past, present and future infringement or other violation thereof;

(e) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages, and proceeds of suit now or hereafter due and/or payable with respect thereto; and

(f) all other rights corresponding thereto throughout the world.

EXHIBIT C-1

SECTION 2.2 Certain Limited Exclusions. Notwithstanding anything to the contrary, in no event shall the Patent Collateral include or the security interest granted under Section 2.1 hereof attach to any Excluded Assets.

SECTION 3. Security Agreement

The security interest granted pursuant to this Agreement is granted in conjunction with the security interest granted to the Collateral Agent for the Secured Parties pursuant to the Pledge and Security Agreement, and the Grantors hereby acknowledge and affirm that the rights and remedies of the Collateral Agent with respect to the security interest in the Patent Collateral made and granted hereby are more fully set forth in the Pledge and Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Agreement is deemed to conflict with the Pledge and Security Agreement, the provisions of the Pledge and Security Agreement shall control.

SECTION 4. Termination

Upon the payment in full of all Secured Obligations (other than unasserted indemnification, tax gross-up, expense reimbursement or yield protection obligations) and the cancellation or termination of the Commitments, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Patent Collateral shall revert to the Grantors. Upon any such termination the Collateral Agent shall, at the Grantors’ expense, execute and deliver to the Grantors or otherwise authorize the filing of such documents as the Grantors shall reasonably request, including financing statement amendments and/or releases and/or reassignments of the Patent Collateral in the form appropriate for recording in the U.S. Patent and Trademark Office or other applicable Intellectual Property registry where the Collateral Agent’s security interest may have been recorded, to evidence such termination.

SECTION 5. Governing Law

THIS AGREEMENT 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).

SECTION 6. Intercreditor Agreement

Notwithstanding anything herein to the contrary, the liens and security interests granted to the Collateral Agent pursuant to this Agreement in respect of the Patent Collateral and the exercise of any right or remedy by the Collateral Agent hereunder in respect of the Patent Collateral, in each case, with respect to such Patent Collateral are subject to the limitations and provisions of the Intercreditor Agreement. In the event of any inconsistency between the terms or conditions of this Agreement (other than Section 2) and the terms and conditions of the Intercreditor Agreement, the terms and conditions of the Intercreditor Agreement shall control.

EXHIBIT C-2

SECTION 7. Counterparts

This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

[Remainder of page intentionally left blank]

EXHIBIT C-3

IN WITNESS WHEREOF, each Grantor has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

[NAME OF GRANTOR]
By:
	Name:
	Title:

STATE OF	)
	)	ss.
COUNTY OF	)

On this             day of             ,             before me personally appeared             , proved to me on the basis of satisfactory evidence to be the person who executed the foregoing instrument on behalf of             , who being by me duly sworn did depose and say that he/she is an authorized officer of said corporation, that the said instrument was signed on behalf of said corporation as authorized by its Board of Directors and that he/she acknowledged said instrument to be the free act and deed of said corporation.

Notary Public

[NAME OF GRANTOR]
By:
	Name:
	Title:

STATE OF	)
	)	ss.
COUNTY OF	)

On this             day of             ,             before me personally appeared             , proved to me on the basis of satisfactory evidence to be the person who executed the foregoing instrument on behalf of             , who being by me duly sworn did depose and say that he/she is an authorized officer of said corporation, that the said instrument was signed on behalf of said corporation as authorized by its Board of Directors and that he/she acknowledged said instrument to be the free act and deed of said corporation.

[ADD SIGNATURE BLOCKS AND NOTARY BLOCKS FOR ANY OTHER GRANTORS]

EXHIBIT C-4

Accepted and Agreed:
GOLDMAN SACHS BANK USA,
as Collateral Agent
By:
	Authorized Signatory

EXHIBIT C-5

SCHEDULE A

to

PATENT SECURITY AGREEMENT

PATENTS AND PATENT APPLICATIONS

Title Application No. Filing Date Patent No. Issue Date

EXHIBIT C-6

EXHIBIT D

TO PLEDGE AND SECURITY AGREEMENT

FORM OF COPYRIGHT SECURITY AGREEMENT

This COPYRIGHT SECURITY AGREEMENT, dated as of [            ], 20[    ] (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by the entities identified as grantors on the signature pages hereto (collectively, the “Grantors”) in favor of Goldman Sachs Bank USA, as collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”).

WHEREAS, the Grantors are party to a Pledge and Security Agreement dated as of May 22, 2013 (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Pledge and Security Agreement”) between each of the Grantors and the other grantors party thereto and the Collateral Agent pursuant to which the Grantors granted a security interest to the Collateral Agent in the Copyright Collateral (as defined below) and are required to execute and deliver this Agreement.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Grantors hereby agree with the Collateral Agent as follows:

SECTION 1. Defined Terms

Unless otherwise defined herein, terms defined in the Pledge and Security Agreement and used herein have the meaning given to them in the Pledge and Security Agreement.

SECTION 2. Grant of Security Interest in Copyright Collateral

SECTION 2.1 Grant of Security Interest. Each Grantor hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and continuing lien on all of such Grantor’s right, title and interest in, to and under the following, in each case whether now or hereafter existing or in which such Grantor now has or hereafter acquires an interest and wherever the same may be located (collectively, the “Copyright Collateral”):

(a) all United States and foreign copyrights and all Mask Works (as defined under 17 U.S.C. 901 of the U.S. Copyright Act), whether registered or unregistered;

(b) all registrations and applications therefor including, without limitation, the registrations and applications listed on Schedule A attached hereto;

(c) all extensions and renewals thereof;

(d) all exclusive Copyright Licenses in respect of registered U.S. copyrights for which such Grantor is the licensee and which are included in the Material Intellectual Property;

(e) the right to sue or otherwise recover for any past, present and future infringement or other violation of any of the foregoing;

EXHIBIT D-1

(f) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages and proceeds of suit now or hereafter due and/or payable with respect thereto; and

(g) all other rights corresponding thereto throughout the world.

SECTION 2.2 Certain Limited Exclusions. Notwithstanding anything to the contrary, in no event shall the Copyright Collateral include or the security interest granted under Section 2.1 hereof attach to any Excluded Asset.

SECTION 3. Security Agreement

The security interest granted pursuant to this Agreement is granted in conjunction with the security interest granted to the Collateral Agent for the Secured Parties pursuant to the Pledge and Security Agreement, and the Grantors hereby acknowledge and affirm that the rights and remedies of the Collateral Agent with respect to the security interest in the Copyright Collateral made and granted hereby are more fully set forth in the Pledge and Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Agreement is deemed to conflict with the Pledge and Security Agreement, the provisions of the Pledge and Security Agreement shall control.

SECTION 4. Termination

Upon the payment in full of all Secured Obligations (other than unasserted indemnification, tax gross-up, expense reimbursement or yield protection obligations) and the cancellation or termination of the Commitments, the security interest granted hereby shall automatically terminate hereunder and of record and all rights to the Copyright Collateral shall revert to the Grantors. Upon any such termination the Collateral Agent shall, at the Grantors’ expense, execute and deliver to the Grantors or otherwise authorize the filing of such documents as the Grantors shall reasonably request, including financing statement amendments and/or releases and/or reassignments of Copyright Collateral in the form appropriate for recording in the U.S. Copyright Office or other applicable Intellectual Property registry where the Collateral Agent’s security interest may have been recorded, to evidence such termination.

SECTION 5. Governing Law

THIS AGREEMENT 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).

EXHIBIT D-2

SECTION 6. Intercreditor Agreement

Notwithstanding anything herein to the contrary, the liens and security interests granted to the Collateral Agent pursuant to this Agreement in respect of the Copyright Collateral and the exercise of any right or remedy by the Collateral Agent hereunder in respect of the Copyright Collateral, in each case, with respect to such Copyright Collateral are subject to the limitations and provisions of the Intercreditor Agreement. In the event of any inconsistency between the terms or conditions of this Agreement (other than Section 2) and the terms and conditions of the Intercreditor Agreement, the terms and conditions of the Intercreditor Agreement shall control.

SECTION 7. Counterparts

This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

[Remainder of page intentionally left blank]

EXHIBIT D-3

IN WITNESS WHEREOF, each Grantor has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

[NAME OF GRANTOR]
By:
	Name:
	Title:

STATE OF	)
	)	ss.
COUNTY OF	)

On this             day of             ,             before me personally appeared             , proved to me on the basis of satisfactory evidence to be the person who executed the foregoing instrument on behalf of             , who being by me duly sworn did depose and say that he/she is an authorized officer of said corporation, that the said instrument was signed on behalf of said corporation as authorized by its Board of Directors and that he/she acknowledged said instrument to be the free act and deed of said corporation.

Notary Public

[NAME OF GRANTOR]
By:
	Name:
	Title:

STATE OF	)
	)	ss.
COUNTY OF	)

On this             day of             ,             before me personally appeared             , proved to me on the basis of satisfactory evidence to be the person who executed the foregoing instrument on behalf of             , who being by me duly sworn did depose and say that he/she is an authorized officer of said corporation, that the said instrument was signed on behalf of said corporation as authorized by its Board of Directors and that he/she acknowledged said instrument to be the free act and deed of said corporation.

[ADD SIGNATURE BLOCKS AND NOTARY BLOCKS FOR ANY OTHER GRANTORS]

EXHIBIT D-4

Accepted and Agreed:
GOLDMAN SACHS BANK USA,
as Collateral Agent
By:
	Authorized Signatory

EXHIBIT D-5

SCHEDULE A

to

COPYRIGHT SECURITY AGREEMENT

COPYRIGHT REGISTRATIONS AND APPLICATIONS

Title Application No. Filing Date Registration No. Registration Date

EXCLUSIVE COPYRIGHT LICENSES

Description of Copyright License Name of Licensor Registration Number of underlying Copyright

EXHIBIT D-6

EX-10.5

Exhibit 10.5

[Execution Version]

INTERCREDITOR AND COLLATERAL COOPERATION AGREEMENT

Dated as of

May 22, 2013

Among

JPMORGAN CHASE BANK, N.A.,

as Representative with respect to the ABL Credit Agreement,

GOLDMAN SACHS BANK USA,

as Representative with respect to the Term Loan Agreement,

J.C. PENNEY CORPORATION, INC.

and

THE OTHER GRANTORS PARTY HERETO

TABLE OF CONTENTS

	Page
SECTION 1. Definitions; Other Interpretive Provisions		2
1.1 Definitions		2
SECTION 2. Lien Priorities		9
2.1 Subordination of Liens		9
2.2 Nature of Obligations		10
2.3 Agreements Regarding Actions to Perfect Liens		10
2.4 No New Liens		11
SECTION 3. Enforcement Rights		11
3.1 Exclusive Enforcement		11
3.2 Standstill and Waivers		13
3.3 Judgment Creditors		14
3.4 Cooperation		14
3.5 No Additional Rights for the Grantors Hereunder		14
3.6 Actions Upon Breach		14
SECTION 4. Application of Proceeds of Common Collateral; Dispositions and Releases of Common Collateral; Inspection and Insurance		15
4.1 Application of Proceeds; Turnover Provisions		15
4.2 Releases of Lien		15
4.3 Inspection Rights and Insurance		16
4.4 Tracing and Allocation of Proceeds		17
SECTION 5. Insolvency Proceedings		17
5.1 Filing of Motions		17
5.2 Financing Matters		17
5.3 Relief From the Automatic Stay		18
5.4 Adequate Protection		18
5.5 Avoidance Issues		20
5.6 Asset Dispositions in an Insolvency Proceeding		20
5.7 Separate Grants of Security and Separate Classification		20
5.8 Plans of Reorganization		21
5.9 No Waiver of Rights of First Priority Secured Parties		21
5.10 Effectiveness in Insolvency Proceedings		21
SECTION 6. Matters Relating to Loan Documents		22
6.1 General		22
6.2 Restrictions on Refinancings		22
SECTION 7. Cooperation with Respect to ABL Priority Collateral		23
7.1 Consent to License to Use Intellectual Property		23
7.2 Access to Information		23
7.3 Access to Property to Process and Sell Inventory		23
7.4 Grantor Consent		25

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TABLE OF CONTENTS

(continued)

	Page
SECTION 8. Reliance; Waivers; etc.		25
8.1 Reliance		25
8.2 No Warranties or Liability		25
8.3 No Waivers		26
SECTION 9. Obligations Unconditional		26
SECTION 10. Additional ABL Secured Obligations and Term Loan Secured Obligations; Certain Reclassifications of Term Loan Secured Obligations		26
SECTION 11. Miscellaneous		27
11.1 Conflicts		27
11.2 Continuing Nature of Provisions		27
11.3 Amendments; Waivers		27
11.4 Information Concerning Financial Condition of the Borrower and the other Grantors		28
11.5 Applicable Law		28
11.6 Jurisdiction; Consent to Service of Process; Process Agent		28
11.7 Notices		29
11.8 Successors and Assigns		29
11.9 Headings		29
11.10 Severability		29
11.11 Counterparts; Integration; Effectiveness		29
11.12 Waiver of Jury Trial		29
11.13 Additional Grantors		30

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INTERCREDITOR AND COLLATERAL COOPERATION AGREEMENT

INTERCREDITOR AND COLLATERAL COOPERATION AGREEMENT (this “Agreement”), dated as of May 22, 2013, among JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as Representative with respect to the ABL Credit Agreement, GOLDMAN SACHS BANK USA (“GS Bank”), as Representative with respect to Term Loan Agreement, J.C. PENNEY CORPORATION, INC. (the “Borrower”), and each of the other Grantors party hereto.

WHEREAS, J.C. Penney Company, Inc. (“Holdings”), the Borrower, certain subsidiaries of the Borrower, JPMorgan, as administrative agent (the “ABL Agent”) and the lenders party thereto are parties to that certain Amended and Restated Credit Agreement, dated as of January 27, 2012 (as amended and restated as of February 8, 2013 and as further amended on or prior to the date hereof, the “ABL Credit Agreement”), pursuant to which such lenders have made and have agreed to make loans and extend other financial accommodations to the Borrower; and

WHEREAS, Holdings, the Borrower, certain subsidiaries of the Borrower, GS Bank, as administrative agent, (the “Term Loan Agent”) and the lenders party thereto are parties to that certain Credit and Guaranty Agreement, dated as of May 22, 2013 (the “Term Loan Agreement”), pursuant to which such lenders have agreed to make loans to the Borrower; and

WHEREAS, the Grantors and the ABL Agent are parties to that certain Amended and Restated Guarantee and Security Agreement, dated as of January 27, 2012 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified, the “ABL Security Agreement”), pursuant to which such Grantors have granted Liens on certain of their assets securing the ABL Secured Obligations; and

WHEREAS, the Grantors and Term Loan Agent are parties to that certain Pledge and Agreement, dated as of May 22, 2013 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified, the “Term Loan Security Agreement”), pursuant to which such Grantors and certain of their Subsidiaries have granted Liens on certain of their assets securing the Term Loan Secured Obligations; and

WHEREAS, the Term Loans constitute both Permitted First-Lien Indebtedness and Permitted Second-Lien Indebtedness (each under and as defined in the ABL Credit Agreement) and, as such, the Term Loans are required by the ABL Credit Agreement to be subject to both an Intercreditor Agreement and Collateral Cooperation Agreement (each as defined in the ABL Credit Agreement) (the “Specified Permitted Second-Lien Indebtedness Requirements”); and

WHEREAS, it is the desire of the parties hereto to enter into this Agreement to satisfy the Specified Permitted Second-Lien Indebtedness Requirements and to set forth their respective rights and priorities with respect to the Common Collateral;

NOW THEREFORE, in consideration of the foregoing and the mutual covenants herein contained and other good and valuable consideration, the existence and sufficiency of which is expressly recognized by all of the parties hereto, the parties agree as follows:

SECTION 1. Definitions; Other Interpretive Provisions.

1.1 Definitions.

The following terms, as used herein (including the foregoing recitals), have the following meanings:

“ABL Agent” has the meaning set forth in the first WHEREAS clause of this Agreement; provided that the term “ABL Agent” shall also mean the Representative for the holders of any indebtedness outstanding under any Replacement ABL Credit Agreement then extant.

“ABL Credit Agreement” has the meaning set forth in the first WHEREAS clause of this Agreement; provided that the term “ABL Credit Agreement” shall also include any Replacement ABL Credit Agreement, in each case as any such agreement may be amended, supplemented or otherwise modified in accordance with the terms hereof and thereof.

“ABL Loan Documents” means (i) the “Loan Documents” as defined in the ABL Credit Agreement or (ii) the “Loan Documents” (or comparable term) as defined in any Replacement ABL Credit Agreement, as the case may be.

“ABL Priority Collateral” means any and all present and future right, title and interest of the Grantors in and to the following, whether now owned or hereafter acquired, existing or arising, and wherever located: (i) all Accounts (other than Accounts that are the identifiable proceeds of the sale or other disposition of Term Loan Exclusive Collateral); (ii) all Deposit Accounts and all cash credited thereto, including, without limitation, the Concentration Account and the Control Accounts and all cash credited thereto (other than any Deposit Account that contains solely the identifiable cash proceeds of property that was Term Loan Exclusive Collateral when such cash proceeds arose); (iii) all Inventory; (iv) all Payment Intangibles; (v) all Securities Accounts and all cash, securities and other financial assets credited thereto on which Liens are granted (or purported to be granted) to secure the ABL Secured Obligations to the extent required by Section 5.16 of the ABL Credit Agreement as in effect on the date hereof (or any substantially equivalent provision under any Replacement ABL Credit Agreement) (other than any Securities Account that contains solely the identifiable proceeds of property that was Term Loan Exclusive Collateral when such proceeds arose); (vi) all books and records pertaining to any and/or all of the items set forth in clauses (i) – (v) above and (vii) below; and (vii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligations given by any Person with respect to the foregoing. Terms used in the foregoing definition which are defined in the Uniform Commercial Code and not otherwise defined in this Agreement have the meanings specified in the Uniform Commercial Code.

“ABL Priority Collateral Enforcement Actions” has the meaning specified in Section 7.3(a).

“ABL Priority Collateral Processing and Sale Period” has the meaning specified in Section 7.3(a).

“ABL Priority DIP Financing” has the meaning specified in Section 5.2(a).

“ABL Secured Obligations” means all “Obligations” (or comparable term) as defined in the ABL Credit Agreement (including, for the avoidance of doubt, in any Replacement ABL Credit Agreement).

“ABL Secured Parties” means holders from time to time of the ABL Secured Obligations.

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“ABL Security Agreement” has the meaning set forth in the fourth WHEREAS clause of this Agreement; provided that if a Replacement ABL Credit Agreement is in effect, “ABL Security Agreement” shall be deemed to be a reference to each agreement pursuant to which Liens have been granted to secure obligations under such Replacement ABL Credit Agreement, in each case as any such agreement may be amended, supplemented or otherwise modified in accordance with the terms hereof and thereof.

“Additional Debt” has the meaning specified in Section 11.3(b).

“Adequate Protection Liens” means any Liens granted in any Insolvency Proceeding to any Secured Party as adequate protection of the Secured Obligations held by such Secured Party.

“Bankruptcy Code” means the United States Bankruptcy Code (11 U.S.C. §101 et seq.), as amended from time to time.

“Borrower” has the meaning set forth in the preamble of this Agreement.

Class” refers to the determination (x) in relation to any Common Collateral, (i) with respect to any Secured Obligations, whether such Secured Obligations are First Priority Obligations or Second Priority Obligations and (ii) with respect to any Secured Party, whether such Secured Party is a First Priority Secured Party or a Second Priority Secured Party and (y) in relation to any Secured Obligations, whether such Secured Obligations are ABL Secured Obligations or Term Loan Secured Obligations.

“Common Collateral” means all ABL Priority Collateral of the Grantors on which Lien have been granted (or purported to be granted) to secure both the ABL Secured Obligations and the Term Loan Secured Obligations.

“Comparable Second Priority Security Document” means, in relation to any Common Collateral subject to any First Priority Security Document, that Second Priority Security Document that creates a security interest in the same Common Collateral, granted by the same Grantor, as applicable.

“Concentration Account” has the meaning set forth in the ABL Credit Agreement as in effect on the date hereof.

“Control Accounts” has the meaning set forth in the ABL Credit Agreement as in effect on the date hereof.

“Copyright License” means any agreement now or hereafter in existence granting to any Grantor, or pursuant to which any Grantor grants to any other Person, any right to use any Copyright.

“Copyrights” means, with respect to any Person, all of the following now owned or hereafter acquired by such Person: (a) all copyright rights in any work subject to the copyright laws of the United States of America or any other country or group of countries or any political subdivision thereof, whether as author, assignee, transferee or otherwise, and (b) all registrations and applications for registration of any such copyright in the United States of America or any other country, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office (or any similar office in any other country).

“Deposit Account” has the meaning set forth in the ABL Credit Agreement as in effect on the date hereof.

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“DIP Financing” has the meaning specified in Section 5.2.

“Effective Date” means May 22, 2013.

“Enforcement Action” means, with respect to any Class of Secured Obligations, the exercise of any rights and remedies with respect to any Common Collateral securing such obligations or the commencement or prosecution of enforcement of any of the rights and remedies under the Loan Documents governing such Class, or applicable law, including without limitation the right to repossess, remove and otherwise deal with such Common Collateral, the right to advertise and conduct public auctions or private sales of such Common Collateral, in each case without notice (other than any notice required by law), the exercise of any rights of set-off, recoupment or credit bidding, and the exercise of any rights or remedies of a secured creditor under the Uniform Commercial Code, the Bankruptcy Code (including credit bidding rights) or other similar creditors’ rights, bankruptcy, insolvency, reorganization or similar laws of any applicable jurisdiction (including, without limitation, consenting to a “going out of business” or similar sale by any Grantor) (including, without limitation, a store closing sale, going out of business sale or other disposition by any Grantor of any ABL Priority Collateral conducted at the direction of the ABL Agent after the occurrence of an event of default under the ABL Loan Documents).

“Equity Interests” has the meaning specified in Section 4.4.

“First Priority Documents” means the ABL Loan Documents.

“First Priority Lien” means any Lien on any Common Collateral securing the First Priority Obligations.

“First Priority Obligations” means the ABL Secured Obligations. To the extent any payment with respect to any First Priority Obligation (whether by or on behalf of any Grantor, as proceeds of security, enforcement of any right of setoff or otherwise) is declared to be a fraudulent conveyance or a preference in any respect, set aside or required to be paid to a debtor in possession, any Second Priority Secured Party, receiver or similar Person, then the obligation or part thereof originally intended to be satisfied shall, for the purposes of this Agreement and the rights and obligations of the First Priority Secured Parties and the Second Priority Secured Parties, be deemed to be reinstated and outstanding as if such payment had not occurred.

“First Priority Obligations Payment Date” means, the first date on which (i) the First Priority Obligations (other than those that constitute Unasserted Contingent Obligations) have been paid in cash in full (or, if applicable, cash collateralized or defeased in accordance with the terms of the applicable First Priority Documents), (ii) all commitments to extend credit under the applicable First Priority Documents have been terminated, (iii) there are no outstanding letters of credit or similar instruments issued under the applicable First Priority Documents (other than such as have been cash collateralized or defeased or otherwise provided for in accordance with the terms of the applicable First Priority Documents), and (iv) the First Priority Representative has delivered a written notice to the Second Priority Representative stating that the events described in clauses (i), (ii) and (iii) above have occurred to the satisfaction of the First Priority Secured Parties. For avoidance of doubt, a Refinancing of First Priority Obligations that is permitted hereby shall not give rise to the First Priority Obligations Payment Date unless the terms thereof expressly so provide with reference to this Agreement.

“First Priority Representative” means the collective reference to each Representative for the holders of the First Priority Obligations.

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“First Priority Secured Parties” means the First Priority Representative and the holders of the First Priority Obligations.

“First Priority Security Documents” means each agreement or document granting or purporting to grant a Lien on any Common Collateral to secure First Priority Obligations.

“Grantor Joinder Agreement” means a supplement to this Agreement substantially in the form of Annex III, appropriately completed.

“Grantors” means Holdings, the Borrower and each Subsidiary of the Borrower that has at any time granted a Lien on any assets that constitute Common Collateral.

“Holdings” has the meaning set forth in the first WHEREAS clause of this Agreement.

“Insolvency Proceeding” means any proceeding in respect of bankruptcy, insolvency, winding up, receivership, dissolution or assignment for the benefit of creditors, in each of the foregoing events whether under the Bankruptcy Code or any similar federal, state or foreign bankruptcy, insolvency, reorganization, receivership or similar law.

“Intellectual Property” means all Copyrights, Patents, Trademarks, Copyright Licenses, Patent Licenses and Trademark Licenses.

“Inventory” has the meaning set forth in the ABL Credit Agreement as in effect on the date hereof.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset.

“Loan Document” means any of the ABL Loan Documents or the Term Loan Documents.

“Patent License” means any agreement now or hereafter in existence granting to any Grantor, or pursuant to which any Grantor grants to any other Person, any right with respect to any Patent or any invention now or hereafter in existence, whether patentable or not, whether a patent or application for patent is in existence on such invention or not, and whether a patent or application for patent on such invention may come into existence or not.

“Patents” means, with respect to any Person, all of the following now owned or hereafter acquired by such Person: (a) all letters patent of the United States of America or the equivalent thereof in any other country or group of countries or any political subdivision thereof,, all registrations and recordings thereof, and all applications for letters patent of the United States of America or the equivalent thereof in any other country, including registrations, recordings and pending applications in the United States Patent and Trademark Office or any similar offices in any other country, and (b) all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof.

“Payment Intangibles” has the meaning set forth in the ABL Credit Agreement as in effect on the date hereof.

5

“Permitted Second-Lien Indebtedness Requirements” has the meaning set forth in the third WHEREAS clause of this Agreement.

“Person” means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture, limited or unlimited liability company or other entity, or a government or any political subdivision or agency thereof.

“Post-Petition Interest” means any interest, fees, expenses or other amount that accrues or would have accrued after the commencement of any Insolvency Proceeding, whether or not allowed or allowable in any such Insolvency Proceeding.

“Refinance” means, in respect of any indebtedness, to extend, refinance, renew or replace, defease or refund such indebtedness, in each case, in whole or in part and/or with the same or different lenders, agents or arrangers and including any increase in the principal amount of the loans and commitments provided thereunder. “Refinanced” and “Refinancing” shall have correlative meanings.

“Reorganization Plan” means a plan of reorganization pursuant to Chapter 11 of the Bankruptcy Code.

“Replacement ABL Credit Agreement” means (i) any replacement credit agreement entered into by the Grantors (or any of them) to Refinance the indebtedness outstanding under the then-extant ABL Credit Agreement or (ii) in the event that no indebtedness is outstanding under the then-extant ABL Credit Agreement, any replacement credit agreement entered into by the Grantors (or any of them), so long as, in the case of each of clauses (i) and (ii), the commitments under the then-extant ABL Credit Agreement shall have also been terminated; provided that (w) the incurrence of such indebtedness and the Liens securing such indebtedness is permitted by (1) the then-extant Term Loan Documents and (2) this Agreement (including, without limitation, Section 6.2), (x) the Borrower shall have designated the Representative of the holders of the indebtedness under such replacement credit agreement as the “ABL Agent” by delivering a writing to such effect to the Term Loan Agent, (y) the provisions of Section 6.2(a) of this Agreement shall have been complied with and (z) the Borrower shall have delivered to the Term Loan Agent an officer’s certificate certifying that the preceding conditions have been satisfied.

“Replacement Term Loan Agreement” means (i) any replacement loan agreement or agreements entered into by the Grantors (or any of them) to Refinance, in whole or in part, the indebtedness outstanding under any then-extant Term Loan Agreement; provided that (w) the incurrence of such indebtedness and the Liens securing such indebtedness is permitted by (1) the ABL Loan Documents and (2) this Agreement (including, without limitation, Section 6.2), (x) the Borrower shall have designated the Representative of the holders of the indebtedness under such replacement loan agreement as a “Term Loan Agent” by delivering a writing to such effect to the ABL Agent, (y) the provisions of Section 6.2(b), as applicable, of this Agreement shall have been complied with and (z) the Borrower shall have delivered to the ABL Agent an officer’s certificate certifying that the preceding conditions have been satisfied.

“Representative” means the agent, trustee, or other representative for the holders of the Secured Obligations of any Class designated pursuant to the applicable Loan Documents.

“Representative Joinder Agreement” means a supplement to this Agreement substantially in the form of Annex II, appropriately completed.

“Responsible Officer” means the chief executive officer, president, chief financial officer, secretary, assistant secretary, treasurer, assistant treasurer or controller of a Grantor.

6

“Second Priority Documents” means the Term Loan Documents.

“Second Priority Lien” means any Lien on any Common Collateral securing the Second Priority Obligations.

“Second Priority Obligations” means the Term Loan Secured Obligations. To the extent any payment with respect to any Second Priority Obligation (whether by or on behalf of any Grantor, as proceeds of security, enforcement of any right of setoff or otherwise) is declared to be a fraudulent conveyance or a preference in any respect, set aside or required to be paid to a debtor in possession, any First Priority Secured Party, receiver or similar Person, then the obligation or part thereof originally intended to be satisfied shall, for the purposes of this Agreement and the rights and obligations of the First Priority Secured Parties and the Second Priority Secured Parties, be deemed to be reinstated and outstanding as if such payment had not occurred.

“Second Priority Permitted Actions” means the actions permitted to be taken by the Second Priority Secured Parties pursuant to Section 3.1(b) and/or Section 3.1(c).

“Second Priority Representative” means the collective reference to each Representative for the holders of the Second Priority Obligations.

“Second Priority Secured Parties” means the Second Priority Representative and the holders of the Second Priority Obligations.

“Second Priority Security Documents” means each agreement or document granting or purporting to grant a Lien on any Common Collateral to secure Second Priority Obligations, including the Term Loan Security Agreement.

“Second Priority Standstill Period” has the meaning specified in Section 3.1(b).

“Secured Obligations” means, collectively, the First Priority Obligations and the Second Priority Obligations.

“Secured Parties” means, collectively, the First Priority Secured Parties and the Second Priority Secured Parties.

“Secured Supply Chain Obligations” has the meaning set forth in the ABL Credit Agreement.

“Secured Swap Obligations” has the meaning set forth in the ABL Credit Agreement.

“Secured Treasury Services Obligations” has the meaning set forth in the ABL Credit Agreement.

“Security Documents” means, collectively, (i) the “Security Documents” (or like term) as defined in the ABL Credit Agreement and (ii) the “Collateral Documents” (or like term) as defined in the Term Loan Agreement.

“Specified Term Loan Collateral” has the meaning specified in the definition of Term Loan Exclusive Collateral.

“Subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial

7

statements were prepared in accordance with generally accepted accounting principles in the United States of America as of such date, as well as any other corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests representing more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned or held.

“Term Loan Agent” has the meaning set forth in the second WHEREAS clause of this Agreement; provided that the term “Term Loan Agent” shall also mean the Representative for the holders of any indebtedness that has been designated, in accordance with this Agreement, as “Term Loan Secured Obligations” outstanding under each Replacement Term Loan Agreement then extant (and, if more than one Term Loan Agent exists at any time, “Term Loan Agent” shall be deemed to be a collective reference to each Term Loan Agent).

“Term Loan Agreement” has the meaning set forth in the second WHEREAS clause of this Agreement; provided that the term “Term Loan Agreement” shall also include any Replacement Term Loan Agreement (and if more than one Term Loan Agreement exists at any time, “Term Loan Agreement” shall be deemed to be a collective reference to each Term Loan Agreement then extant), in each case as any such agreement may be amended, supplemented or otherwise modified in accordance with the terms hereof and thereof.

“Term Loan Documents” means, collectively, the “Credit Documents” (or comparable term) as defined in each Term Loan Agreement.

“Term Loan Exclusive Collateral” means (i) all Equipment, real estate (including leasehold interests therein), Intellectual Property, equity interests and intercompany indebtedness of the Grantors and their subsidiaries, Deposit Accounts (other than the Concentration Account and the Control Accounts) that contain solely the identifiable cash proceeds of property that was Term Loan Exclusive Collateral when such cash proceeds arose, Accounts that are the identifiable proceeds of the sale or other disposition of Term Loan Exclusive Collateral (collectively, “Specified Term Loan Collateral”), and (ii) all other property or assets of the Grantors and their Subsidiaries, in each case under (i) or (ii), (x) on which Liens have been granted (or purported to be granted) to secure the Term Loan Secured Obligations, and (y) other than property or assets constituting ABL Priority Collateral. Terms used in the foregoing definition which are defined in the Uniform Commercial Code and not otherwise defined in this Agreement have the meanings specified in the Uniform Commercial Code.

“Term Loan Secured Obligations” means, collectively, (i) all “Obligations” (or comparable term) under the Term Loan Agreement and (ii) all “Obligations” (or comparable term) in respect of any other indebtedness that has been designated, in accordance with this Agreement, as “Term Loan Secured Obligations” outstanding under each Replacement Term Loan Agreement then extant.

“Term Loan Secured Parties” means the holders from time to time of the Term Loan Secured Obligations.

“Term Loan Security Agreement” has the meaning set forth in the fifth WHEREAS clause of this Agreement; provided that if more than one Term Loan Agreement is in effect, “Term Loan Security Agreement” shall be deemed to be a collective reference to each agreement pursuant to which Liens have been granted on Common Collateral to secure obligations under each Term Loan Agreement then extant, in each case as any such agreement may be amended, supplemented or otherwise modified in accordance with the terms hereof and thereof.

“Term Loans” means the “Loans” as defined in the Term Loan Agreement.

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“Trademark License” means any agreement now or hereafter in existence granting to any Grantor, or pursuant to which any Grantor grants to any other Person, any right to use any Trademark.

“Trademarks” means, with respect to any Person, all of the following now owned or hereafter acquired by such Person: (a) all trademarks, service marks, trade names, trade dress, logos and other similar source or business identifiers, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States: Patent and Trademark Office or any similar offices in any State of the United States of America or any other country or group of countries or any political subdivision thereof, and all extensions or renewals thereof and (b) all goodwill connected with the use thereof or symbolized thereby.

“Unasserted Contingent Obligations” means, at any time, with respect to any Class of Secured Obligations, Secured Obligations of such Class for taxes, costs, indemnifications, reimbursements, damages and other liabilities (excluding (i) the principal of, and interest and premium (if any) on, and fees and expenses relating to, any Secured Obligation of such Class and (ii) contingent reimbursement obligations in respect of amounts that may be drawn under outstanding letters of credit) in respect of which no assertion of liability (whether oral or written) and no claim or demand for payment (whether oral or written) has been made (and, in the case of Secured Obligations of such Class for indemnification, no notice for indemnification has been issued by the indemnitee) at such time.

“Uniform Commercial Code” means the Uniform Commercial Code as in effect from time to time in the State of New York.

“United States” means the United States of America.

SECTION 2. Lien Priorities.

2.1 Subordination of Liens.

(a) Any and all Second Priority Liens now existing or hereafter created or arising, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, are expressly junior in priority, operation and effect to any and all First Priority Liens now existing or hereafter created or arising, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority Secured Party may now or hereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the Uniform Commercial Code or any applicable law or any First Priority Document or Second Priority Document or any other circumstance whatsoever and (iii) the fact that any such First Priority Liens are (x) subordinated to any Lien securing any obligation of any Grantor other than the Second Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.

(b) No Secured Party shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any security interest in the Common Collateral granted to any other Secured Party. No Second Priority Secured Party shall take, or cause to be taken, any action the purpose of which is to make any Second Priority Lien, as applicable, pari passu with or senior to the First Priority Lien. It is understood that nothing in this Section 2.1(b) is intended to prohibit any Second Priority Secured Party from exercising any rights expressly granted to it under this Agreement.

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(c) Notwithstanding any failure by any Secured Party to perfect any or all of its security interests in the Common Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of any or all of the security interests in the Common Collateral granted to such Secured Party, the priority and rights as among the Secured Parties with respect to the Common Collateral shall be as set forth herein.

2.2 Nature of Obligations. Each Secured Party acknowledges that certain of the Secured Obligations are revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of such Secured Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the Secured Obligations may be increased, replaced or Refinanced, in each event, without notice to or consent by the Secured Parties (except to the extent required under Section 6) and without affecting the provisions hereof. The lien priorities provided in Section 2.1 shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or Refinancing of or waiver, consent or accommodation with respect to any Secured Obligations, or any portion thereof.

2.3 Agreements Regarding Actions to Perfect Liens.

(a) The Second Priority Representative agrees, on behalf of itself and the other Second Priority Secured Parties, that UCC-1 financing statements, filed or recorded by or on behalf of such Second Priority Representative or any other Second Priority Secured Party (or any agent or other representative thereof) in respect of ABL Priority Collateral shall be in form reasonably satisfactory to the First Priority Representative.

(b) The First Priority Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over any Common Collateral pursuant to the First Priority Documents, such possession or control is also for the benefit of the Second Priority Representative and the other Second Priority Secured Parties, but solely as gratuitous bailee to the extent required to perfect their security interest in such Common Collateral. Nothing in the preceding sentence shall be construed to impose any duty on the First Priority Representative (or any third party acting on its behalf) or provide any Second Priority Representative or any other Second Priority Secured Party with any rights with respect to such Common Collateral beyond those specified in this Agreement and the Second Priority Documents; provided that subsequent to the occurrence of the First Priority Obligations Payment Date in each case at the Borrower’s sole cost and expense, (i) the First Priority Representative shall (x) deliver to the Second Priority Representative (and each Grantor hereby directs such First Priority Representative to so deliver), any stock certificates or promissory notes evidencing or constituting Common Collateral in its possession or control together with any necessary endorsements to the extent required by the Second Priority Documents or (y) direct and deliver the Common Collateral as a court of competent jurisdiction otherwise directs and (ii) in the case of any Common Collateral consisting of deposit accounts or securities accounts as to which the First Priority Representative has control pursuant to an account control agreement, the First Priority Representative and the applicable Grantor shall take such actions, if any, as are required to cause control over such Common Collateral to become vested in the Second Priority Representative; provided further that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the First Priority Secured Parties, and the Second Priority Secured Parties and shall not impose on the First Priority Secured Parties any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party.

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(c) Other than as set forth in the first proviso to the second sentence of the immediately preceding paragraph, any First Priority Secured Party with physical possession of or control over Common Collateral shall not have any duty or liability to protect or preserve any rights pertaining to any of such Common Collateral and, except for gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction, and each Second Priority Secured Party hereby waives and releases such Person from all claims and liabilities arising pursuant to such Person’s role as gratuitous bailee with respect to such Common Collateral.

2.4 No New Liens. (a) The parties hereto agree that there shall be no Lien, and no Grantor shall have any right to create any Lien, on any asset of such Grantor consisting of or constituting ABL Priority Collateral securing any Secured Obligation of such Grantor if such asset is not also subject to a Lien securing each other Secured Obligation of such Grantor, except that (x) nothing contained in this Section 2.4 shall preclude (i) the First Priority Secured Parties from being granted Adequate Protection Liens on ABL Priority Collateral regardless of whether any Adequate Protection Liens thereon are granted to the Second Priority Secured Parties or (ii) the Second Priority Secured Parties from being granted Adequate Protection Liens in accordance with Section 5.4 and (y) this Section 2.4 shall be inapplicable to any Lien securing Secured Supply Chain Obligations, Secured Swap Obligations, Secured Treasury Services Obligations and/or Letters of Credit (including the cash collateralization thereof) (each, as defined in the ABL Credit Agreement), and not any other obligations, that is permitted under both the ABL Credit Agreement and the Term Loan Agreement. If any Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Grantor constituting ABL Priority Collateral securing the Secured Obligations of such Grantor, which assets are not also subject to a Lien securing the other Secured Obligations of such Grantor as required by the first sentence of this Section 2.4, then such Secured Party shall, without the need for any further consent of any other Secured Party, and notwithstanding anything to the contrary in any Loan Document, be deemed to hold and have held such Lien for the benefit of the Secured Parties holding Secured Obligations that are required to have a Lien on such assets by the first sentence of this Section 2.4 (and each such Lien so deemed to have been held shall be subject in all respects to the provisions of this Agreement, including without limitation the lien subordination provisions set forth in Section 2.1).

(b) Subject to Section 5.4(b), the ABL Secured Parties agree that they will not take or accept any Lien on any Term Loan Exclusive Collateral unless either (x) this Agreement is first amended in form and substance reasonably satisfactory to the Term Loan Agent to provide the Term Loan Secured Parties with reciprocal protections with respect to the Term Loan Exclusive Collateral as the ABL Secured Parties enjoy hereunder with respect to the ABL Priority Collateral or (y) the parties hereto otherwise enter into an intercreditor agreement in form and substance reasonably satisfactory to the Term Loan Agent providing the Term Loan Secured Parties with reciprocal protections with respect to the Term Loan Exclusive Collateral as the ABL Secured Parties enjoy hereunder with respect to the ABL Priority Collateral.

SECTION 3. Enforcement Rights.

3.1 Exclusive Enforcement.

(a) Until the First Priority Obligations Payment Date, whether or not an Insolvency Proceeding has been commenced by or against any Grantor, the First Priority Secured Parties shall have the exclusive right to take and continue (or refrain from taking or continuing) any Enforcement Action with respect to the Common Collateral, without any consultation with or consent of any Second Priority Secured Party. Upon the occurrence and during the continuance of an event of default under the First Priority Documents (and subject to the provisions of the First Priority Documents), the First Priority Representative and the other First Priority Secured Parties may take and continue any

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Enforcement Action with respect to the applicable First Priority Obligations and the Common Collateral in such order and manner as they may determine in their sole discretion.

(b) Notwithstanding Section 3.1(a), the Second Priority Representative and the Second Priority Secured Parties may enforce any of their rights and exercise any of their remedies with respect to the Common Collateral after a period of 180 days has elapsed since the date on which the Second Priority Representative has delivered to the First Priority Representative written notice of the acceleration or non-payment at maturity of the indebtedness then outstanding under the Second Priority Documents (the “Second Priority Standstill Period”); provided, that notwithstanding the expiration of the Second Priority Standstill Period or anything to the contrary herein in no event shall the Second Priority Representative or any other Second Priority Secured Party enforce or exercise any rights or remedies with respect to the Common Collateral if the First Priority Representative or any other First Priority Secured Party shall have commenced, and shall be diligently pursuing the enforcement or exercise of any rights or remedies with respect to the Common Collateral; provided further that the Second Priority Standstill Period shall be stayed, tolled and deemed not to have expired during the pendency of any Insolvency Proceeding or during any period of time for which any stay or other order prohibiting the exercise of remedies with respect to any Common Collateral has been entered by a court of competent jurisdiction and is in effect.

(c) It is understood that Sections 3.1(a) and 3.1(b) do not restrict the following:

(i) in any Insolvency Proceeding commenced by or against any Grantor, the Second Priority Representative may file a proof of claim or statement of interest with respect to the Common Collateral;

(ii) the Second Priority Representative may take any action (solely to the extent not adverse to the prior Liens securing the First Priority Obligations or the rights of the First Priority Representative or the First Priority Secured Parties to exercise remedies in respect thereof) in order to preserve, perfect or protect (but not enforce) the Second Priority Lien;

(iii) the Second Priority Secured Parties shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Second Priority Secured Parties, if any, in each case in accordance with the terms of this Agreement;

(iv) the Second Priority Secured Parties shall be entitled to file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors or secured creditors of the Grantors with respect to the Term Loan Exclusive Collateral arising under either any bankruptcy, insolvency or similar law or applicable non-bankruptcy law, in each case in accordance with the terms of this Agreement;

(v) the Second Priority Secured Parties shall be entitled to exercise any of their rights or remedies with respect to any of the ABL Priority Collateral after the termination of the Second Priority Standstill Period to the extent permitted by Section 3.1(b); and

(vi) the Second Priority Secured Parties may make a bid on all or any portion of the ABL Priority Collateral in any bankruptcy or non-bankruptcy auction or foreclosure proceeding or action; provided that the cash portion of any such bid is sufficient to result in a First Priority Obligations Payment Date.

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3.2 Standstill and Waivers.

(a) The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees, for the benefit of the First Priority Representative and each other First Priority Secured Party, that until the First Priority Obligations Payment Date, subject to Section 3.1(c) and except in connection with the taking of any Second Priority Permitted Actions, it will not oppose, object to, interfere with, hinder or delay, in any manner, whether by judicial proceedings (including without limitation the filing of an Insolvency Proceeding) or otherwise, any foreclosure, sale, lease, exchange, transfer or other disposition of the Common Collateral pursuant to an Enforcement Action (or pursuant to a sale, lease, exchange or transfer as a result of which the Second Priority Lien is automatically released pursuant to Section 4.2(a)) or any other Enforcement Action taken by or on behalf of the First Priority Representative or any other First Priority Secured Party;

(b) The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees, for the benefit of the First Priority Representative and each other First Priority Secured Party, that until the First Priority Obligations Payment Date, it has no right to (x) direct the First Priority Representative or any other First Priority Secured Party to take any Enforcement Action with respect to the Common Collateral or (y) subject to Section 3.1(c) and except in connection with the taking of any Second Priority Permitted Actions, consent or object to the taking by the First Priority Representative or any other First Priority Secured Party of any Enforcement Action with respect to such Common Collateral or to the timing or manner thereof (or, to the extent it may have any such right described in this Section 3.2(b) as a junior lien creditor, they hereby irrevocably waive such right);

(c) The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees, for the benefit of the First Priority Representative and each other First Priority Secured Party, that until the First Priority Obligations Payment Date, it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against the First Priority Representative or any other First Priority Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, and none of the First Priority Representative nor any other First Priority Secured Party shall be liable for, any action taken or omitted to be taken by the First Priority Representative or any First Priority Secured Party with respect to the Common Collateral or pursuant to the First Priority Documents;

(d) The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees, for the benefit of the First Priority Representative and each other First Priority Secured Party, that until the First Priority Obligations Payment Date, it will not take any Enforcement Action with respect to such Common Collateral, except as otherwise permitted under Section 3.1(b);

(e) The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees, for the benefit of the First Priority Representative and each other First Priority Secured Party, that until the First Priority Obligations Payment Date, it will not commence judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce their interest in or realize upon, the Common Collateral, in each case, except as otherwise permitted under Section 3.1(b); and

(f) The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees, for the benefit of the First Priority Representative and each other First Priority Secured Party, that until the First Priority Obligations Payment Date, it will not seek, and hereby waive

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any right, to have the Common Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Common Collateral, except as otherwise permitted under Section 3.1(b).

3.3 Judgment Creditors. In the event that any Second Priority Secured Party becomes a judgment lien creditor as a result of its enforcement of its rights as an unsecured creditor in respect of its Second Priority Obligations (it being understood that any such party may exercise its rights and remedies as an unsecured creditor or secured creditor with respect to the Term Loan Exclusive Collateral against the relevant Grantors in accordance with applicable law; provided that with respect to such rights as an unsecured creditor such exercise of rights or remedies is not a violation of this Agreement), such judgment lien shall be subject to the terms of this Agreement for all purposes (including in relation to the First Priority Liens and the First Priority Obligations) to the same extent as all other Second Priority Liens (created pursuant to the Second Priority Documents) subject to this Agreement. Nothing in this Section 3.3, shall limit the rights, remedies and actions of the Term Loan Secured Parties with respect to Term Loan Exclusive Collateral.

3.4 Cooperation. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees it shall take such actions with respect to the Common Collateral as the First Priority Representative shall reasonably request in connection with an Enforcement Action by any First Priority Secured Party or the exercise by the First Priority Secured Parties of their rights set forth herein.

3.5 No Additional Rights for the Grantors Hereunder. Except as provided in Section 3.6, if any Secured Party shall enforce its rights or remedies in violation of the terms of this Agreement, no Grantor shall be entitled to use such violation as a defense to any action by any Secured Party, nor to assert such violation as a counterclaim or basis for set off or recoupment against any Secured Party.

3.6 Actions Upon Breach.

(a) If any Second Priority Secured Party commences or participates in any action or proceeding against any Grantor in respect of the Common Collateral contrary to this Agreement, such Grantor, with the prior written consent of the First Priority Representative, may interpose as a defense or dilatory plea the making of this Agreement, and any First Priority Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Grantor.

(b) If any Second Priority Secured Party (or any agent or other representative thereof) in any way takes, attempts to take or threatens to take any action with respect to the Common Collateral (including, without limitation, any attempt to enforce any remedy on the Common Collateral) in violation of this Agreement, or fails to take any action required by this Agreement, any First Priority Secured Party (in its or their own name or in the name of any Grantor) may obtain relief against such Second Priority Secured Party (or agent or other representative thereof) by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by the Second Priority Representative on behalf of each other Second Priority Secured Party that (i) the damages of the First Priority Secured Parties from its actions may at that time be difficult to ascertain and may be irreparable and (ii) each Second Priority Secured Party waives any defense that any Grantor and/or the First Priority Secured Parties cannot demonstrate damage and/or can be made whole by the awarding of damages.

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SECTION 4. Application of Proceeds of Common Collateral; Dispositions and Releases of Common Collateral; Inspection and Insurance.

4.1 Application of Proceeds; Turnover Provisions.

(a) All proceeds of Common Collateral (including any interest earned thereon) resulting from any Enforcement Action, and whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows:

first, to the First Priority Representative to be applied in accordance with Section 2.17(f) of the ABL Credit Agreement (or the then-extant First Priority Documents) until the First Priority Obligations are indefeasibly paid in full;

second, to the Second Priority Representative to be applied in accordance with Section 2.16(g) of the Term Loan Agreement (or the then-extant Second Priority Documents) until the Second Priority Obligations are indefeasibly paid in full; and

finally, to the relevant Grantor, or as a court of competent jurisdiction may direct.

(b) Until the occurrence of the First Priority Obligations Payment Date, no Second Priority Secured Party may accept any Common Collateral, including any Common Collateral constituting proceeds (but excluding any Specified Term Loan Collateral in existence on the date hereof in which, as of the date hereof, the First Priority Lien thereon shall not have been perfected), in satisfaction, in whole or in part, of the Second Priority Secured Obligations in violation of Sections 4.1(a). Any Common Collateral, including any Common Collateral constituting proceeds, received by a Second Priority Secured Party that is not permitted to be received pursuant to the preceding sentence shall be segregated and held in trust and promptly turned over to the First Priority Representative to be applied in accordance with Section 4.1(a) in the same form as received, with any necessary endorsements, and each Second Priority Secured Party hereby authorizes the First Priority Representative to make any such endorsements as agent for the Second Priority Representative (which authorization, being coupled with an interest, is irrevocable). Upon the turnover of such Common Collateral as contemplated by the immediately preceding sentence, the Second Priority Obligations purported to be satisfied by the payment of such Common Collateral shall be immediately reinstated in full as though such payment had never occurred.

4.2 Releases of Lien.

(a) Upon any release, sale or disposition of any Common Collateral that results in the release of the First Priority Lien on such Common Collateral and that is (i) permitted pursuant to the terms of the First Priority Documents or (ii) effected pursuant to an Enforcement Action, the Second Priority Lien on such Common Collateral (but not on any proceeds of such Common Collateral not required to be paid to the First Priority Secured Parties) shall be automatically and unconditionally released.

(b) Until the First Priority Obligations Payment Date, the Second Priority Representative shall promptly execute and deliver such release documents and instruments and shall take such further actions as the First Priority Representative shall reasonably request to evidence any release of the Second Priority Lien described in Section 4.2(a). The Second Priority Representative hereby appoints the First Priority Representative and any officer or duly authorized person of the First Priority Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the Second Priority Representative and in the

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name of the Second Priority Representative or in the First Priority Representative’s own name; provided that such power of attorney must be exercised in the First Priority Representative’s reasonable discretion, solely for the purposes of carrying out the terms of Section 4.2(a), to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary to accomplish the purposes of Section 4.2(a), including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

4.3 Inspection Rights and Insurance.

(a) Until the First Priority Obligations Payment Date, any First Priority Secured Party and its representatives and invitees may, to the extent expressly permitted by the First Priority Documents, inspect any Common Collateral.

(b) Until the First Priority Obligations Payment Date, the First Priority Representative will have the sole and exclusive right, subject to the rights of the Grantors under the applicable First Priority Documents, (i) to be named as additional insured and loss payee under any insurance policies maintained from time to time by any Grantor with respect to Common Collateral (except that, if the applicable insurer permits, the Second Priority Representative shall have the right to be named as an additional insured so long as its second lien status is identified in a manner reasonably satisfactory to the First Priority Representative); (ii) to adjust or settle any insurance policy or claim covering Common Collateral in the event of any loss thereunder; and (iii) to approve any award granted in any condemnation or similar proceeding affecting Common Collateral.

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4.4 Tracing and Allocation of Proceeds. In the event that Proceeds of Common Collateral are received by any Secured Party in connection with a sale, transfer or other disposition of Collateral that directly or indirectly involves some or all of the Common Collateral and some or all of the Term Loan Exclusive Collateral (including, without limitation, by virtue of the sale or other disposition of a division or line of business or any capital stock, partnership, limited liability company interests or other equity interests of any Grantor (collectively, “Equity Interests”)) (it being understood and agreed that if a Grantor or a Subsidiary of a Grantor is sold or otherwise disposed of and such sale or other disposition is structured as a sale of Equity Interests, for purposes of this Agreement, such sale shall be treated as a sale of assets and the Proceeds shall be allocated as set forth in this SECTION 4.4), the portion of such Proceeds that shall be allocated as (x) proceeds of Accounts shall be an amount equal to the face amount of such Accounts and (y) proceeds of Inventory shall be an amount equal to the greater of the book value of such Inventory and the most recent appraised value thereof. For all purposes of this Agreement, ABL Priority Collateral and Term Loan Exclusive Collateral shall include the proceeds thereof received directly from such ABL Priority Collateral or Term Loan Exclusive Collateral including the sale or other disposition thereof; provided that any property or asset purchased by any Grantor (whether purchased with proceeds of ABL Priority Collateral or Term Loan Exclusive Collateral), shall not be traced and any such property or assets will either be ABL Priority Collateral or Term Loan Exclusive Collateral based on the nature of such collateral and not the source of funds or other proceeds used to purchase such property or asset; provided further that the foregoing shall not apply to (i) any property or asset purchased by any Grantor after the earlier of a Default (as defined in the ABL Credit Agreement as in existence on the date hereof) or a Default (as defined in the Term Loan Credit Agreement as in existence on the date hereof) or (ii) Accounts that are the identifiable proceeds of the sale or other disposition of Term Loan Exclusive Collateral or cash constituting identifiable proceeds of property that was Term Loan Exclusive Collateral when such cash proceeds arose held in Deposit Accounts (other than the Concentration Account and the Control Accounts) that contain solely such cash proceeds. The relative priorities of the ABL Secured Parties and Term Loan Secured Parties shall be determined in accordance with the preceding sentence.

SECTION 5. Insolvency Proceedings.

5.1 Filing of Motions. No Secured Party shall, in or in connection with any Insolvency Proceeding or otherwise, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case to challenge, contest or otherwise object to the scope, validity, enforceability, perfection or priority of any Liens held by any other Secured Party and no Secured Party shall support any other Person doing any of the foregoing. No Second Priority Secured Party shall file any motion, take any position in any proceeding, or take any other action in respect of the Common Collateral except as explicitly permitted under this Agreement.

5.2 Financing Matters.

(a) If any Grantor becomes subject to any Insolvency Proceeding, and if the First Priority Representative consents (or does not object) to the use of Common Collateral (for the avoidance of doubt, including but not limited to the use of any Common Collateral that is cash collateral) by any Grantor during any Insolvency Proceeding or provides financing to any Grantor under the Bankruptcy Code (“DIP Financing”) secured by Common Collateral or consents (or does not object) to the provision of DIP Financing to any Grantor by any third party (any such DIP Financing, whether provided by the First Priority Secured Parties (or any of them) or any third party, being referred to herein as an “ABL Priority DIP Financing”), then, so long as any Liens on the Common Collateral securing the DIP Financing are senior to or pari passu with the Liens securing the ABL Secured Obligations (or such DIP Financing refinances the ABL Secured Obligations), the Second Priority Representative agrees, on behalf of itself and the other Second Priority Secured Parties, that each such Second Priority Secured Party (a) will be deemed to have consented to, will raise no objection to, and

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will not support any other Person objecting to, the use of Common Collateral or to such ABL Priority DIP Financing, (b) shall only request or accept adequate protection in connection with the use of Common Collateral or such ABL Priority DIP Financing as permitted by Section 5.4(a) below, (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority Liens and any Adequate Protection Liens provided in respect thereof (i) to the Liens on Common Collateral securing such ABL Priority DIP Financing on the same terms and conditions as the First Priority Liens on Common Collateral are subordinated to such Liens on Common Collateral securing such ABL Priority DIP Financing (and such subordination will not alter in any manner the terms of this Agreement), (ii) to any adequate protection with respect to the Common Collateral provided to the First Priority Secured Parties, including, without limitation, Adequate Protection Liens on the Common Collateral provided to the First Priority Secured Parties and (iii) to any “carve-out” with respect to the Common Collateral for professional and United States Trustee fees agreed to by the First Priority Representative or the other First Priority Secured Parties and (d) agrees that any notice of such events found to be adequate by the bankruptcy court shall be adequate notice; provided that the Second Priority Representative and each Second Priority Secured Party reserves the right to object to any ABL Priority DIP Financing to the extent that such ABL Priority DIP Financing (x) seeks a Lien on Term Loan Exclusive Collateral that is senior to, or pari passu with, the Liens of the Second Priority Secured Parties on such Term Loan Exclusive Collateral or (y) compels any Grantor to seek confirmation of a specific Reorganization Plan that impairs the Term Loan Obligations under Section 1124 of the Bankruptcy Code.

(b) If any Grantor becomes subject to any Insolvency Proceeding, then the Second Priority Representative or any Second Priority Secured Parties may propose DIP Financing to such Grantor (i) secured by assets constituting Common Collateral so long as (A) the First Priority Representative has not proposed to provide DIP Financing to any Grantor secured by Common Collateral and has not consented (or objects) to the provision of DIP Financing to any Grantor by any third party and (B) the Liens securing such DIP Financing (or any Adequate Protection Liens granted in connection therewith) on Common Collateral are junior and subordinate to the First Priority Liens (and any Adequate Protection Liens granted to any First Priority Secured Parties) or (ii) secured by assets not constituting Common Collateral.

5.3 Relief From the Automatic Stay. The Second Priority Representative agrees, on behalf of itself and the other Second Priority Secured Parties, that until the First Priority Obligations Payment Date it will not (i) seek relief from the automatic stay or from any other stay in any Insolvency Proceeding or take any action in violation thereof, or support any other Person seeking such relief or taking such action, in each case in respect of the Common Collateral, without the prior written consent of the First Priority Representative or (ii) object to, contest, or support any other Person objecting to or contesting, any relief from the automatic stay or from any other stay in any Insolvency Proceeding requested by any First Priority Secured Party.

5.4 Adequate Protection.

(a) The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that none of them shall object to, contest, or support any other Person objecting to or contesting, (i) any request by the First Priority Representative or any other First Priority Secured Party for adequate protection with respect to the Common Collateral, including, without limitation, in the form of Adequate Protection Liens, superpriority claims, interest, fees, expenses or other amounts or (ii) any request by the First Priority Representative or any other First Priority Secured Party for adequate protection in the form of Adequate Protection Liens on Term Loan Exclusive Collateral that are junior and subordinate to the Liens of the Second Priority Secured Parties secured by such Term Loan Exclusive Collateral on terms substantially identical to the terms on which the Liens of the

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Second Priority Secured Parties are junior and subordinate to the Liens of the First Priority Secured Parties hereunder, (iii) any objection by the First Priority Representative or any other First Priority Secured Party to any motion, relief, action or proceeding based on a claim of a lack of adequate protection to the First Priority Secured Parties with respect to the Common Collateral or (iv) the payment of interest, fees, expenses or other amounts to the First Priority Representative or any other First Priority Secured Party under section 506(b) or 506(c) of the Bankruptcy Code or otherwise with respect to the Common Collateral. Solely to the extent that the First Priority Representative, on behalf of the First Priority Secured Parties, receives Adequate Protection Liens on secured by Common Collateral, the Second Priority Representative shall be entitled to seek Adequate Protection Liens on such Common Collateral; provided that the Second Priority Representative’s Adequate Protection Liens shall be junior and subordinate to the Adequate Protection Liens granted to the First Priority Representative

(b) Notwithstanding anything to the contrary in Section 5.4(a), (1) in any Insolvency Proceeding, the Second Priority Representative and the other Second Priority Secured Parties may seek, support, accept or retain adequate protection in respect of assets of the Grantors or their Subsidiaries that do not constitute either Common Collateral or Term Loan Exclusive Collateral solely in the form of (x) an Adequate Protection Lien on such assets, subordinated to the First Priority Liens (including any Adequate Protection Liens in favor of any First Priority Secured Parties) on such assets and the Liens securing any DIP Financing provided by, or consented to by (including via non-objection), the First Priority Secured Parties on the same basis as the other Second Priority Liens are so subordinated to the First Priority Liens under this Agreement and (y) non-monetary adequate protection that is customarily provided in an Insolvency Proceeding, including, without limitation, the provision of information and the ability to monitor such Collateral; (2) in the event any Second Priority Secured Party receives adequate protection in the form of Adequate Protection Liens on assets of the Grantors other than the Term Loan Exclusive Collateral, then the Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, (i) consents to the First Priority Representative having a senior Adequate Protection Lien on such collateral as security for the First Priority Obligations and that any Adequate Protection Liens granted to the Second Priority Secured Parties, on any such additional collateral shall be subordinated to the Liens on such collateral securing the First Priority Obligations and any DIP Financing provided by, or consented to by (including via non-objection), the First Priority Secured Parties with respect to such collateral (and all obligations relating thereto) and any Adequate Protection Liens granted to the First Priority Secured Parties, with such subordination to be on the same terms that the other Second Priority Liens are subordinated to such First Priority Liens under this Agreement and (ii) agrees that, if the bankruptcy court does not grant the First Priority Secured Parties a senior Adequate Protection Lien on such additional collateral, then the Second Priority Secured Parties shall be deemed to hold and have held their Adequate Protection Lien on such additional collateral for the benefit of the First Priority Secured Parties (and each such Lien so deemed to have been held shall be subject in all respects to the provisions of this Agreement, including without limitation the lien subordination provisions set forth in Section 2.1(a)) and, until the First Priority Obligations Payment Date, any distributions in respect of such additional collateral received by the Second Priority Secured Parties shall be segregated and held in trust and promptly turned over to the First Priority Representative to repay the First Priority Obligations; and (3) in any Insolvency Proceeding and notwithstanding anything to the contrary in Section 2.4, the First Priority Representative and the other First Priority Secured Parties may seek, support, accept or retain adequate protection in respect of Term Loan Exclusive Collateral solely in the form of (x) an Adequate Protection Lien on such assets, subordinated to the Liens of the Second Priority Secured Parties (including any Adequate Protection Liens in favor of any Second Priority Secured Parties) on such assets and the Liens securing any DIP Financing provided by, or consented to by (including via non-objection), the Second Priority Secured Parties on terms substantially identical to the terms on which the Second Priority Liens are subordinated to the First Priority Liens under this Agreement and

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(y) non-monetary adequate protection that is customarily provided in an Insolvency Proceeding, including, without limitation, the provision of information and the ability to monitor such Collateral. Upon the turnover of such distributions as contemplated by clause (2)(ii) of the immediately preceding sentence, the Second Priority Obligations purported to be satisfied by such distributions shall be immediately reinstated in full as though such payment had never occurred.

(c) No Second Priority Secured Party will assert or enforce any claim made under section 506(c) of the Bankruptcy Code with respect to Common Collateral

5.5 Avoidance Issues.

(a) If any First Priority Secured Party is required in any Insolvency Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of any Grantor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the First Priority Obligations shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred, and the First Priority Obligations Payment Date shall be deemed not to have occurred. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. The Second Priority Secured Parties agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation with respect to the Common Collateral made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement.

5.6 Asset Dispositions in an Insolvency Proceeding.

(a) The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that (i) it shall not, in an Insolvency Proceeding, oppose any sale or disposition of any Common Collateral that is supported by the First Priority Secured Parties, and (ii) it will be deemed, in its capacity as a holder of a Lien on such Common Collateral, to have consented under Section 363 of the Bankruptcy Code (and otherwise) to any such sale supported by the First Priority Secured Parties and to have released their Liens in the Common Collateral (but not on any proceeds of such Common Collateral not required to be paid to the First Priority Secured Parties, which Liens on such proceeds, if any, shall remain subject to the provisions of this Agreement); provided that notwithstanding the deemed consent of the Second Priority Secured Parties (or the Second Priority Representative on their behalf) to such sale or disposition of such assets, the Second Priority Representative or the Second Priority Secured Parties, may assert any objection or opposition that could be asserted by an unsecured creditor or as a secured creditor with a Lien solely on the Term Loan Exclusive Collateral in any such Insolvency Proceeding.

5.7 Separate Grants of Security and Separate Classification. Each of the ABL Agent, on behalf of itself and the ABL Secured Parties and the Term Loan Agent, on behalf of itself and the Term Loan Secured Parties, acknowledges and agrees that (i) the grant of Liens on the Common Collateral securing the ABL Secured Obligations constitutes a separate and distinct grant of Liens from the grant of Liens on the Common Collateral securing the Term Loan Secured Obligations, (ii) because of, among other things, their differing rights in the Common Collateral, each of the ABL Secured Obligations, and Term Loan Secured Obligations is fundamentally different and must be separately classified in any plan of reorganization proposed or confirmed in an Insolvency Proceeding and (iii) it will object to, and not

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vote in favor of, any plan of reorganization that does not separately classify the ABL Secured Obligations and the Term Loan Secured Obligations. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if a court of competent jurisdiction holds that the claims of the First Priority Secured Parties and the claims held by the Second Priority Secured Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of first and second priority secured claims), then the Second Priority Secured Parties hereby acknowledge and agree that all distributions in respect of Common Collateral shall be made as if there were separate classes of first and second secured claims against the relevant Grantors in respect of the Common Collateral (with the effect being that, to the extent that the aggregate value of the Common Collateral is sufficient (for this purpose ignoring all claims held by the Second Priority Secured Parties), the First Priority Secured Parties shall be entitled to receive, in addition to distributions to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest (at the applicable non-default rate) before any distribution in respect of Common Collateral is made in respect of the claims held by the Second Priority Secured Parties), with the Second Priority Secured Parties hereby acknowledging and agreeing to turn over to the First Priority Secured Parties distributions otherwise received or receivable by them in respect of the Common Collateral to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Priority Secured Parties with respect to the Common Collateral.

5.8 Plans of Reorganization.

(a) Notwithstanding any other provision of this Agreement, but subject to Section 5.7, no Second Priority Secured Party or First Priority Secured Party shall be prevented from exercising its rights to vote in favor of or against, or object to or contest, any plan of reorganization in any Insolvency Proceeding of any Grantor.

(b) If, in any Insolvency Proceeding, debt obligations of the reorganized debtor secured by Liens upon the ABL Priority Collateral are distributed, pursuant to a plan of reorganization or similar dispositive restructuring plan, on account of ABL Secured Obligations and on account of Term Loan Secured Obligations, then, to the extent the debt obligations distributed on account of the ABL Secured Obligations and on account of the Term Loan Secured Obligations are secured by Liens upon the same ABL Priority Collateral, the provisions of this Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligations.

5.9 No Waiver of Rights of First Priority Secured Parties. Nothing contained herein shall prohibit or in any way limit the First Priority Representative or any other First Priority Secured Party from objecting in any Insolvency Proceeding or otherwise to any action taken by any Second Priority Secured Party other than any action taken by such Second Priority Secured Party that is not prohibited by this Agreement.

5.10 Effectiveness in Insolvency Proceedings.

(a) This Agreement, which the parties hereto expressly acknowledge is a “subordination agreement” under Section 510(a) of the Bankruptcy Code, shall be effective before, during and after the commencement of an Insolvency Proceeding. All references in this Agreement to any Grantor shall include such Grantor as a debtor-in-possession and any receiver or trustee for such Grantor in any Insolvency Proceeding, and the rights and obligations hereunder of the First Priority Secured Parties and the Second Priority Secured Parties shall be fully enforceable as between such parties regardless of the pendency of Insolvency Proceedings or any related limitations on the enforcement of this Agreement against any Grantor.

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SECTION 6. Matters Relating to Loan Documents.

6.1 General.

(a) Each of the ABL Agent, on behalf of itself and the ABL Secured Parties and the Term Loan Agent, on behalf of itself and the Term Loan Secured Parties, and each Grantor agrees that it shall not at any time execute or deliver any amendment or other modification to any of the First Priority Documents or the Second Priority Documents in violation of this Agreement.

(b) Until the First Priority Obligations Payment Date, in the event the First Priority Representative enters into any amendment, waiver or consent in respect of any of the First Priority Security Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First Priority Security Document or changing in any manner the rights of any parties thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of the Comparable Second Priority Security Document relating to the Common Collateral without the consent of or action by any Second Priority Secured Party (with each First Priority Security Document as so amended, and each Second Priority Security Document as so amended, continuing to be subject to the terms hereof); provided that (i) no such amendment, waiver or consent shall have the effect of removing assets subject to the Lien of any Second Priority Security Document, except to the extent that a release of such Lien is permitted by Section 4.2, (ii) any such amendment, waiver or consent that materially and adversely affects the rights of the Second Priority Secured Parties and does not affect the First Priority Secured Parties in a like or similar manner shall not apply to the Second Priority Security Documents without the consent of the Second Priority Representative and (iii) notice of such amendment, waiver or consent shall be given to the Second Priority Representative by the First Priority Representative no later than 30 days after its effectiveness, provided that the failure to give such notice shall not affect the effectiveness and validity thereof or cause a default by any Grantor under the Loan Documents. Each of the Grantors and the Representatives agrees that the Term Loan Agreement (and any notes issued pursuant thereto) and each Second Priority Security Document shall contain the applicable provisions set forth on Annex I hereto, or similar provisions approved by the Representatives, which approval shall not be unreasonably withheld or delayed.

6.2 Restrictions on Refinancings.

(a) The indebtedness under the ABL Credit Agreement may be Refinanced, in whole but not in part, with the same or different lenders or Representatives in a Refinancing, without the consent of the Term Loan Agent or the holders of the Term Loan Secured Obligations; provided that the holders of any indebtedness resulting from such Refinancing (or the Representative thereof) shall have become bound in writing to the terms of this Agreement in the manner set forth in Section 10 (and shall have delivered a copy of the Representative Joinder Agreement pursuant to which such holders or such Representative shall have become bound to the terms of this Agreement to each other party to this Agreement in the manner provided for notices set forth in Section 11.7).

(b) The indebtedness in respect of the Term Loans Agreement may be Refinanced, in whole or in part, with the same or different lenders or Representatives in a Refinancing, without the consent of the ABL Agent or the ABL Secured Parties; provided that the holders of any indebtedness resulting from such Refinancing (or the Representative thereof) shall have become bound in writing to the terms of this Agreement in the manner set forth in Section 10 (and shall have delivered a copy of the Representative Joinder Agreement pursuant to which such holders or such Representative shall have become bound to the terms of this Agreement to each other party to this Agreement in the manner provided for notices set forth in Section 11.7).

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SECTION 7. Cooperation with Respect to ABL Priority Collateral.

7.1 Consent to License to Use Intellectual Property. The Term Loan Agent (and any purchaser, assignee or transferee of assets as provided in Section 7.3 (a) consents (without any representation, warranty or obligation whatsoever) to the grant by any Grantor to the ABL Agent of a non-exclusive, royalty-free license to use during the ABL Priority Collateral Processing and Sale Period any Patents, Patent Licenses, Trademarks, Trademark Licenses or proprietary information of such Grantor that is Term Loan Exclusive Collateral (or any Patent, Patent License, Trademark, Trademark License or proprietary information acquired by such purchaser, assignee or transferee from any Grantor, as the case may be) and (b) grants, in its capacity as a secured party (or as a purchaser, assignee or transferee, as the case may be), to the ABL Agent a non-exclusive royalty-free license to use during the ABL Priority Collateral Processing and Sale Period, any Patent, Patent License, Trademark, Trademark License or proprietary information that is Term Loan Exclusive Collateral (or subject to such purchase, assignment or transfer, as the case may be), in each case in connection with the enforcement of any Lien held by the ABL Agent upon any inventory or other ABL Priority Collateral of any Grantor and to the extent the use of such Patent, Patent License, Trademark, Trademark License or proprietary information is necessary or appropriate, in the good faith opinion of the ABL Agent, to process, ship, produce, store, complete, supply, lease, sell or otherwise dispose of any such inventory in any lawful manner.

7.2 Access to Information.

(a) If the Term Loan Agent takes actual possession of any documentation that is the property of a Grantor (whether such documentation is in the form of a writing or is stored in any data equipment or data record in the physical possession of the Term Loan Agent), then upon request of the ABL Agent and reasonable advance notice, the Term Loan Agent will permit the ABL Agent or its representative to inspect and copy such documentation if and to the extent the ABL Agent certifies to the Term Loan Agent that:

(i) such documentation contains or may contain information necessary or appropriate, in the good faith opinion of the ABL Agent, to the enforcement of the ABL Agent’s Liens upon any ABL Priority Collateral; and

(ii) the ABL Agent and the ABL Secured Parties are entitled to receive and use such information under applicable law and, in doing so, will comply with all obligations imposed by law or contract in respect of the disclosure or use of such information.

7.3 Access to Property to Process and Sell Inventory.

(a) (i) If the ABL Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, any action of foreclosure), enforcement, collection or execution with respect to the ABL Priority Collateral (“ABL Priority Collateral Enforcement Actions”) or if the Term Loan Agent commences any action or proceeding with respect to any of its rights or remedies (including, but not limited to, any action of foreclosure), enforcement, collection or execution with respect to the Term Loan Exclusive Collateral (or a purchaser at a foreclosure sale conducted in foreclosure of Term Loan Exclusive Collateral takes actual or constructive possession of the Term Loan Exclusive Collateral of any Grantor) (“Term Loan Collateral Enforcement Actions”), then the Term Loan Agent, and the Term Loan Secured Parties (subject to, in the case of any Term Loan Collateral Enforcement Action, a prior written request by the ABL Agent to the Term Loan Agent (the “Term Loan Collateral Enforcement Action Notice”)) shall (x) cooperate with the ABL Agent (and with its officers, employees,

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representatives and agents) at the cost and expense of the ABL Secured Parties (subject to the Grantors’ reimbursement and indemnity obligations with respect thereto under the Loan Documents) in its efforts to conduct ABL Priority Collateral Enforcement Actions in the ABL Priority Collateral and to finish any work-in-process and process, ship, produce, store, complete, supply, lease, sell or otherwise handle, deal with, assemble or dispose of, in any lawful manner, the ABL Priority Collateral, (y) not hinder or restrict in any respect the ABL Agent from conducting ABL Priority Collateral Enforcement Actions in the ABL Priority Collateral or from finishing any work-in-process or processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Priority Collateral, and (z) to the extent within the power or control of the Term Loan Agent to do so, permit the ABL Agent, its employees, agents, advisers and representatives, at the cost and expense of the ABL Secured Parties (subject to the Grantors’ reimbursement and indemnity obligations with respect thereto under the Loan Documents), to enter upon and use the Term Loan Exclusive Collateral (including, without limitation, equipment, processors, computers and other machinery related to the storage or processing of records, documents or files and intellectual property), for a period (I) commencing on the earlier of the date of the initial ABL Priority Collateral Enforcement Action or the date of delivery of the Term Loan Collateral Enforcement Action Notice, as the case may be, and (II) ending on the earlier of (A) the date occurring 180 days thereafter, (B) the date on which all of the ABL Priority Collateral (other than an immaterial amount thereof (as reasonably determined by the ABL Agent)) located on such premises is sold, assigned, collected or transferred by the ABL Agent and (C) the First Priority Obligations Payment Date (such period, as the same may be extended with the written consent of the Term Loan Agent as contemplated by the final sentence of this Section 7.3(a), the “ABL Priority Collateral Processing and Sale Period”), for purposes of: assembling and storing the ABL Priority Collateral and completing the processing of and turning into finished goods any ABL Priority Collateral consisting of work-in-process;

(A) selling any or all of the ABL Priority Collateral located in or on such Term Loan Exclusive Collateral, whether in bulk, in lots or to customers in the ordinary course of business or otherwise;

(B) removing and transporting any or all of the ABL Priority Collateral located in or on such Term Loan Exclusive Collateral;

(C) otherwise processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing of, in any lawful manner, the ABL Priority Collateral; and/or

(D) taking reasonable actions to protect, secure, and otherwise enforce the rights or remedies of the ABL Secured Parties and/or the ABL Agent (including with respect to any ABL Priority Collateral Enforcement Actions) in and to the ABL Priority Collateral;

provided, however, that nothing contained in this Agreement shall restrict the rights of the Term Loan Agent from selling, assigning or otherwise transferring any Term Loan Exclusive Collateral prior to the expiration of such ABL Priority Collateral Processing and Sale Period if the purchaser, assignee or transferee thereof agrees in writing (for the benefit of the ABL Agent and the ABL Secured Parties) to be bound by the provisions of this Section 7.3 and Section 7.1. If any stay or other order prohibiting the exercise of remedies with respect to the ABL Priority Collateral has been entered by a court of competent

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jurisdiction, such ABL Priority Collateral Processing and Sale Period shall be tolled during the pendency of any such stay or other order. The Term Loan Agent, upon request by the ABL Agent, may in its sole discretion extend the ABL Priority Collateral Processing and Sale Period for an additional period of time.

(ii) During the period of actual occupation, use and/or control by the ABL Secured Parties and/or the ABL Agent (or their respective employees, agents, advisers and representatives) of any Term Loan Exclusive Collateral, the ABL Secured Parties and the ABL Agent shall (i) be responsible for the ordinary course third-party expenses related thereto, including costs with respect to heat, light, electricity, water and real property taxes with respect to that portion of any premises so used or occupied and (ii) be obligated to repair at their expense any physical damage to such Term Loan Exclusive Collateral resulting from such occupancy, use or control or removal of ABL Priority Collateral, and to leave such Term Loan Exclusive Collateral in substantially the same condition as it was at the commencement of such occupancy, use or control, ordinary wear and tear excepted. Notwithstanding the foregoing, in no event shall the ABL Secured Parties or the ABL Agent have any liability to the Term Loan Agent or to any other Term Loan Secured Party with respect to the Term Loan Exclusive Collateral pursuant to this Section 7.3(a) as a result of any condition (including any environmental condition, claim or liability) on or with respect to the Term Loan Exclusive Collateral existing prior to the date of the exercise by the ABL Secured Parties (or the ABL Agent, as the case may be) of their rights under this Section 7.3(a) and the ABL Secured Parties shall have no duty or liability to maintain the Term Loan Exclusive Collateral in a condition or manner better than that in which it was maintained prior to the use thereof by the ABL Secured Parties, or for any diminution in the value of the Term Loan Exclusive Collateral that results from ordinary wear and tear resulting from the use of the Term Loan Exclusive Collateral by the ABL Secured Parties in the manner and for the time periods specified under this Section 7.3(a). Without limiting the rights granted in this Section 7.3(a), the ABL Secured Parties and the ABL Agent shall cooperate with the Term Loan Agent, and the other Term Loan Secured Parties in connection with any efforts made by the Term Loan Agent or such Term Loan Secured Parties to sell the Term Loan Exclusive Collateral.

7.4 Grantor Consent. The Borrower and the other Grantors consent to the performance by the Term Loan Agent of the obligations set forth in this Section 7 and acknowledge and agree that neither the Term Loan Agent nor any other Term Loan Secured Party shall ever be accountable or liable (except to the extent resulting from such party’s gross negligence or willful misconduct) for any action taken or omitted by the ABL Agent or any ABL Secured Party or its or any of their officers, employees, agents successors or assigns in connection therewith or incidental thereto or in consequence thereof by the ABL Agent or any ABL Secured Party or its or any of their officers, employees, agents, successors or assigns or any other damage to or misuse or loss of any property of the Grantors as a result of any action taken or omitted by the ABL Agent or its officers, employees, agents, successors or assigns.

SECTION 8. Reliance; Waivers; etc.

8.1 Reliance The Second Priority Documents are deemed to have been executed and delivered, and all extensions of credit thereunder and under the First Priority Documents are deemed to have been made or incurred, in reliance upon this Agreement. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, expressly waives all notice of the acceptance of and reliance on this Agreement by the other Secured Parties.

8.2 No Warranties or Liability. Each of the First Priority Representative and the Second Priority Representative acknowledges and agrees that neither of them has made any representation or warranty with respect to the execution, validity, legality, completeness, collectibility or enforceability of any First Priority Document or any Second Priority Document. Except as otherwise provided in this

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Agreement, each of the First Priority Representative and the Second Priority Representative will be entitled to manage and supervise their respective extensions of credit to any Grantor in accordance with law and their usual practices, modified from time to time as they deem appropriate.

8.3 No Waivers. No right or benefit of any party hereunder shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such party or any other party hereto or by any noncompliance by any Grantor with the terms and conditions of any of the First Priority Documents or any of the Second Priority Documents.

SECTION 9. Obligations Unconditional.

All rights, agreements and obligations of the First Priority Representative and First Priority Secured Parties and the Second Priority Representative and the Second Priority Secured Parties, in each case with respect to the Common Collateral, and the Grantors hereunder, to the extent applicable, shall remain in full force and effect irrespective of:

(i) any lack of validity or enforceability of any First Priority Document or Second Priority Document;

(ii) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the First Priority Obligations or Second Priority Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any Refinancing, replacement, refunding or restatement of any First Priority Document or Second Priority Document;

(iii) any exchange, release, voiding, avoidance or non-perfection of any security interest in any Common Collateral or any other collateral, or any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any Refinancing, replacement, refunding or restatement of all or any portion of the First Priority Obligation or Second Priority Obligations or any guarantee or guaranty thereof; or

(iv) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Grantor in respect of (a) the First Priority Obligations (other than a defense that the First Priority Obligations have been paid in full) or (b) the Second Priority Obligations (other than a defense that the Second Priority Obligations have been paid in full) or of any of the First Priority Representative, Second Priority Representative or any Grantor, to the extent applicable, in respect of this Agreement.

SECTION 10. Additional ABL Secured Obligations and Term Loan Secured Obligations; Certain Reclassifications of Term Loan Secured Obligations.

(a) The Borrower may from time to time, subject to any limitations contained in the ABL Loan Documents and the Term Loan Documents in effect at such time, designate additional indebtedness and related obligations that are, or are to be, secured by Liens on any assets of the Grantors that would, if such Liens were granted, constitute Common Collateral as ABL Secured Obligations or Term Loan Secured Obligations, by delivering to each Representative party hereto at such time a certificate of a Responsible Officer of the Borrower:

(i) describing the indebtedness and other obligations being designated as ABL Secured Obligations or Term Loan Secured Obligations (as the case may be) and including a

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statement of the maximum aggregate outstanding principal amount of such indebtedness as of the date of such certificate;

(ii) certifying that the incurrence of such ABL Secured Obligations or Term Loan Secured Obligations (as the case may be), the creation of the Liens securing such ABL Secured Obligations or Term Loan Secured Obligations (as the case may be) and the designation of such indebtedness and related obligations as ABL Secured Obligations or Term Loan Secured Obligations (as the case may be) hereunder do not violate or result in a default under any provision of any ABL Loan Document or Term Loan Document in effect at such time; and

(iii) attaching a fully completed Representative Joinder Agreement executed and delivered by the Representative with respect to such ABL Secured Obligations or Term Loan Secured Obligations (as the case may be).

Upon the delivery of such certificate and the related attachments as provided above, the obligations designated in such notice shall become ABL Secured Obligations or Term Loan Secured Obligations, as applicable, for all purposes of this Agreement.

In the event of any conflict or inconsistency between the provisions of this Section 10 and the provisions of Section 11.3(b), the provisions of this Section 10 shall govern.

SECTION 11. Miscellaneous.

11.1 Conflicts. Except as otherwise provided herein, in the event of any conflict between the provisions of this Agreement and the provisions of any First Priority Document or any Second Priority Document, the provisions of this Agreement shall govern.

11.2 Continuing Nature of Provisions. This Agreement shall continue to be effective, and shall not be revocable by any party hereto, until the First Priority Obligations Payment Date shall have occurred. This is a continuing agreement and the First Priority Secured Parties and the Second Priority Secured Parties may continue, at any time and without notice to the other parties hereto, to extend credit and other financial accommodations, lend monies and provide indebtedness to, or for the benefit of, any Grantor on the faith hereof.

11.3 Amendments; Waivers.

(a) No amendment or modification of any of the provisions of this Agreement (other than pursuant to a Representative Joinder Agreement or a Grantor Joinder Agreement) shall be effective unless the same shall be in writing and signed by the First Priority Representative and the Second Priority Representative and, in the case of amendments or modifications that could reasonably be expected to affect the rights, duties or interests of any Grantor, the Borrower.

(b) It is understood that the ABL Agent and the Term Loan Agent, without the consent of any other Secured Party, may in their discretion determine that a supplemental agreement (which may take the form of an amendment and restatement of this Agreement) is necessary or appropriate to facilitate having additional indebtedness or other obligations (“Additional Debt”) of any of the Grantors become ABL Secured Obligations or Term Loan Secured Obligations, as the case may be, under this Agreement, which supplemental agreement shall specify whether such Additional Debt constitutes ABL Secured Obligations or Term Loan Secured Obligations; provided that such Additional Debt is permitted to be incurred by the ABL Credit Agreement and the Term Loan

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Agreement then extant, and is permitted by said Agreements to be subject to the provisions of this Agreement as ABL Secured Obligations or Term Loan Secured Obligations, as applicable.

11.4 Information Concerning Financial Condition of the Borrower and the other Grantors. The First Priority Representative, on behalf of itself and the other First Priority Secured Parties and the Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, hereby agree that each Secured Party assumes responsibility for keeping itself informed of the financial condition of the relevant Grantors and all other circumstances bearing upon the risk of nonpayment of the First Priority Obligations or the Second Priority Obligations. The First Priority Representative, on behalf of itself and the other First Priority Secured Parties and the Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, hereby agree that no party shall have any duty to advise any other party of information known to it regarding such condition or any such circumstances. In the event any Secured Party, in its sole discretion, undertakes at any time or from time to time to provide any information to any other Secured Party, it shall be under no obligation (a) to provide any such information to such other party or any other party on any subsequent occasion, (b) to undertake any investigation not a part of its regular business routine, or (c) to disclose any other information.

11.5 Applicable Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

11.6 Jurisdiction; Consent to Service of Process; Process Agent.

(a) EACH PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN THE BOROUGH OF MANHATTAN AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

(b) EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(c) EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.7. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

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11.7 Notices.

Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to be given shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

(i) if to a Grantor, to the address set forth in Section 9.01 of the ABL Credit Agreement,

(ii) if to JPMorgan, to the address set forth in Section 9.01 of the ABL Credit Agreement,

(iii) if to GS Bank, to the address set forth in Appendix B of the Term Loan Agreement as in effect on the date hereof,

(iv) if to any other holder of indebtedness or Representative with respect thereto that becomes a party hereto after the date hereof, to the address designated by such holder or such Representative in the Representative Joinder Agreement pursuant to which such holder or Representative shall have become a party hereto, or

(v) with respect to any party hereto, to such other address as may be designated by such party in a written notice to each other party hereto.

11.8 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and each of the First Priority Secured Parties and the Second Priority Secured Parties and their respective successors and assigns, and nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral. All references to any Grantor shall include any Grantor as debtor-in-possession and any receiver or trustee for such Grantor in any Insolvency Proceeding.

11.9 Headings. Section headings used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

11.10 Severability. In the event any one or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

11.11 Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Agreement by telecopy or electronic image scan transmission (such as a “pdf” file) shall be effective as delivery of a manually executed counterpart of this Agreement. This Agreement shall become effective when it shall have been executed by each party hereto.

11.12 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING

29

OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

11.13 Additional Grantors. The Borrower and each other Grantor on the date of this Agreement will constitute the original Grantors party hereto. The original Grantors will cause each Person that becomes a Grantor after the date hereof to contemporaneously become a party hereto (as a Grantor) by executing and delivering a Grantor Joinder Agreement to each of the ABL Agent and the Term Loan Agent. The parties hereto agree that, notwithstanding any failure to take the actions required by the immediately preceding sentence, each Person that becomes a Grantor at any time (and any security granted by any such Person) will be subject to the provisions hereof as fully as if it constituted a Grantor party hereto and had complied with the requirements of the immediately preceding sentence.

[Signature pages follow]

30

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

JPMORGAN CHASE BANK, N.A., as Representative with respect to the ABL Credit Agreement
By:	/s/ Sarah L. Freedman
	Name: Sarah L. Freedman
	Title: Executive Director

GOLDMAN SACHS BANK USA, as Representative with respect to the Term Loan Agreement
By:	/s/ Sean Gilbride
	Name: Sean Gilbride
	Title: Authorized Signatory

J. C. PENNEY CORPORATION, INC.
By:	/s/ Kenneth Hannah
	Name: Kenneth Hannah
	Title:	Executive Vice President and Chief Financial officer

J. C. PENNEY COMPANY, INC.
By:	/s/ Kenneth Hannah
	Name: Kenneth Hannah
	Title:	Executive Vice President and Chief Financial Officer

J. C. PENNEY PURCHASING CORPORATION
By:	/s/ Windon Chau
	Name: Windon Chau
	Title: VP, Treasurer

JCP REAL ESTATE HOLDINGS, INC.
By:	/s/ Windon Chau
	Name: Windon Chau
	Title: VP, Treasurer

J. C. PENNEY PROPERTIES, INC.
By:	/s/ Windon Chau
	Name: Windon Chau
	Title: VP, Treasurer

Annex I

Provision for the Term Loan Agreement

“Reference is made to the Intercreditor Agreement, dated as of May 22, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among J.C. Penney Corporation, Inc., the other Grantors party thereto, JPMorgan Chase Bank, N.A., as Representative with respect to the ABL Credit Agreement (as defined therein), and Goldman Sachs Bank USA, as Representative with respect to the Term Loan Agreement (as defined therein). Each Lender hereunder (a) consents to any subordination of Liens provided for in the Intercreditor Agreement with respect to ABL Priority Collateral (as defined therein), (b) agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement, (c) authorizes and instructs the Agent to enter into the Intercreditor Agreement as Agent and on behalf of such Lender and (d) agrees that the Agent may take such actions on behalf of such Lender as is contemplated by the terms of such Intercreditor Agreement. The foregoing provisions are intended as an inducement to the Lenders and to the lenders under the ABL Credit Agreement to extend credit to the Borrower and to permit the incurrence of Indebtedness under this Agreement and the ABL Credit Agreement, and such lenders are intended third party beneficiaries of such provisions.”

Provision for each Second Priority Security Document

“Reference is made to the Intercreditor Agreement, dated as of May 22, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among J.C. Penney Corporation, Inc., the other Grantors party thereto, JPMorgan Chase Bank, N.A., as Representative with respect to the ABL Credit Agreement (as defined therein), and Goldman Sachs Bank USA, as Representative with respect to the Term Loan Agreement (as defined therein). Notwithstanding anything herein to the contrary, the liens and security interests granted to the Agent pursuant to this Agreement and the exercise of any right or remedy by the Agent hereunder, in each case, with respect to the ABL Priority Collateral (as defined therein) are subject to the limitations and provisions of the Intercreditor Agreement. In the event of any inconsistency between the terms or conditions of this Agreement and the terms and conditions of the Intercreditor Agreement, the terms and conditions of the Intercreditor Agreement shall control.”

Annex II

[FORM OF] REPRESENTATIVE JOINDER AGREEMENT NO. [        ] dated as of [            ], 201[    ] (the “Representative Joinder Agreement”) to the INTERCREDITOR AND COLLATERAL COOPERATION AGREEMENT dated as of May 22, 2013 (the “Intercreditor Agreement”), among JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as Representative with respect to the ABL Credit Agreement, GOLDMAN SACHS BANK USA (“GS Bank”), as Representative with respect to Term Loan Agreement, 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 additional [ABL Secured Obligations] [Term Loan Secured Obligations] and the Person identified in the signature pages hereto as the “Representative” (the “Additional Representative”) will serve as the agent, trustee, or other representative for the holders of such [ABL Secured Obligations] [Term Loan Secured Obligations]. The [ABL Secured Obligations] [Term Loan Secured Obligations] are 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 as follows, for the benefit of the Additional Representative, the Borrower and each other party to the Intercreditor Agreement:

Section 1. Accession to the Intercreditor Agreement. The Additional Representative (a) hereby accedes and becomes a party to the Intercreditor Agreement as a Representative for the holders of the additional [ABL Secured Obligations] [Term Loan Secured Obligations] (the “Additional Secured Parties”), (b) agrees, for itself and on behalf of the Additional Secured Parties from time to time in respect of the additional [ABL Secured Obligations] [Term Loan Secured Obligations], to all the terms and provisions of the Intercreditor Agreement and (c) shall have all the rights and obligations of a Representative under the Intercreditor Agreement.

Section 2. Representations, Warranties and Acknowledgement of the Additional Representative. The Additional Representative represents and warrants to each other Representative and to the Secured Parties that (a) it has full power and authority to enter into this Representative Joinder Agreement, in its capacity as the Representative with respect to the additional [ABL Secured Obligations] [Term Loan Secured Obligations], (b) this Representative Joinder Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms of this Representative Joinder Agreement and (c) the [ABL Loan Documents] [Term Loan Secured Obligations] relating to such additional [ABL Secured Obligations] [Term Loan Secured Obligations] provide that, upon the Additional Representative’s entry into this Representative Joinder Agreement, the secured parties in respect of such additional [ABL Secured Obligations] [Term Loan Secured Obligations] will be subject to and bound by the provisions of the Intercreditor Agreement.

Section 3. Counterparts. This Representative Joinder Agreement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Representative Joinder Agreement shall become effective when each other Representative shall have received a counterpart of this Representative Joinder Agreement that bears the signature of the Additional Representative. Delivery of an executed counterpart of a signature page to this Representative Joinder Agreement by telecopy or electronic image scan transmission (such as

a “pdf” file) shall be effective as delivery of a manually signed counterpart of this Representative Joinder Agreement.

Section 4. Benefit of Agreement. The agreements set forth herein or undertaken pursuant hereto are for the benefit of, and may be enforced by, any party to the Intercreditor Agreement.

Section 5. Governing Law. THIS REPRESENTATIVE JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND (TO THE EXTENT APPLICABLE) THE BANKRUPTCY CODE.

Section 6. Severability. In the event any one or more of the provisions contained in this Representative Joinder Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 7. Notices. All communications and notices hereunder shall be in writing and given as provided in Section 11.7 of the Intercreditor Agreement. All communications and notices hereunder to the Additional Representative shall be given to it at the address set forth under its signature hereto, which information supplements Section 11.7 of the Intercreditor Agreement.

Section 8. Expenses. The Borrower agrees to reimburse each Representative for its reasonable out-of-pocket expenses in connection with this Representative Joinder Agreement, including the reasonable fees, other charges and disbursements of counsel for each Representative.

[Signature Pages Follow]

IN WITNESS WHEREOF, the Additional Representative has duly executed this Representative Joinder Agreement to the Intercreditor Agreement as of the day and year first above written.

[NAME OF ADDITIONAL REPRESENTATIVE], as REPRESENTATIVE with respect to [NAME OF AGREEMENT] and holders of the [        ] Secured Obligations thereunder
By:
	Name:
	Title:

Address for notices:

attention of:                                                                 

Telecopy:                                                                      

Acknowledged by:

JPMORGAN CHASE BANK, N.A., as Representative with respect to the ABL Credit Agreement
By:
	Name:
	Title:

GOLDMAN SACHS BANK USA, as Representative with respect to the Term Loan Agreement
By:
	Name:
	Title:

[EACH OTHER REPRESENTATIVE], as Representative with respect to [the [        ] Agreement]
By:
	Name:
	Title:

Annex III

[FORM OF] GRANTOR JOINDER AGREEMENT NO. [        ] dated as of [            ], 201[         ] (the “Grantor Joinder Agreement”) to the INTERCREDITOR AND COLLATERAL COOPERATION AGREEMENT dated as of May 22, 2013 (the “Intercreditor Agreement”), among JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as Representative with respect to the ABL Credit Agreement, GOLDMAN SACHS BANK USA (“GS Bank”), as Representative with respect to Term Loan Agreement, 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. [            ], a Subsidiary of the Borrower (the “Additional Grantor”), has granted a Lien on all or a portion of its assets to secure [ABL Secured Obligations] [and] [Term Loan Secured Obligations] and such Additional Grantor is not a party to the Intercreditor Agreement.

C. The Additional Grantor wishes to become a party to the Intercreditor Agreement and to acquire and undertake the rights and obligations of a Grantor thereunder. The Additional Grantor is entering into this Grantor Joinder Agreement in accordance with the provisions of the Intercreditor Agreement in order to become a Grantor thereunder.

Accordingly, the Additional Grantor agrees as follows, for the benefit of the Representatives, the Borrower and each other party to the Intercreditor Agreement:

Section 1. Accession to the Intercreditor Agreement. The Additional Grantor (a) hereby accedes and becomes a party to the Intercreditor Agreement as a Grantor with the same force and effect as if originally named therein as a Grantor, (b) agrees to all the terms and provisions of the Intercreditor Agreement and (c) shall have all the rights and obligations of a Grantor under the Intercreditor Agreement.

Section 2. Representations, Warranties and Acknowledgment of the Additional Grantor. The Additional Grantor represents and warrants to each Representative and to the Secured Parties that this Grantor Joinder Agreement has been duly authorized, executed and delivered by such Additional Grantor and constitutes the legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Section 3. Counterparts. This Grantor Joinder Agreement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Grantor Joinder Agreement shall become effective when each other Representative shall have received a counterpart of this Grantor Joinder Agreement that bears the signature of the Additional Grantor. Delivery of an executed counterpart of a signature page to this Grantor Joinder Agreement by telecopy or electronic image scan transmission (such as a “pdf” file) shall be effective as delivery of a manually signed counterpart of this Grantor Joinder Agreement.

Section 4. Benefit of Agreement. The agreements set forth herein or undertaken pursuant hereto are for the benefit of, and may be enforced by, any party to the Intercreditor Agreement.

Section 5. Governing Law. THIS GRANTOR JOINDER AGREEMENT SHALL BE

GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND (TO THE EXTENT APPLICABLE) THE BANKRUPTCY CODE.

Section 6. Severability. In the event any one or more of the provisions contained in this Grantor Joinder Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 7. Notices. All communications and notices hereunder shall be in writing and given as provided in Section 11.7 of the Intercreditor Agreement.

Section 8. The Additional Grantor agrees to reimburse each Representative for its reasonable out-of-pocket expenses in connection with this Grantor Joinder Agreement, including the reasonable fees, other charges and disbursements of counsel for each Representative.

[Signature Pages Follow]

IN WITNESS WHEREOF, the Additional Grantor has duly executed this Grantor Joinder Agreement to the Intercreditor Agreement as of the day and year first above written.

[NAME OF SUBSIDIARY]
By:
	Name:
	Title:

Acknowledged by:

JPMORGAN CHASE BANK, N.A., as     Representative with respect to the ABL     Credit Agreement
By:
	Name:
	Title:
GOLDMAN SACHS BANK USA, as     Representative with respect to the Term     Loan Agreement
By:
	Name:
	Title:
[EACH OTHER REPRESENTATIVE], as     Representative with respect to [the [__]     Agreement]
By:
	Name:
	Title:

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Myron E. Ullman, III, certify that:

1. I have reviewed this quarterly report on Form 10-Q of J. C. Penney Company, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 10, 2013

                         /s/ Myron E. Ullman, III

                         Myron E. Ullman, III

                         Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Kenneth H. Hannah, certify that:

1. I have reviewed this quarterly report on Form 10-Q of J. C. Penney Company, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 10, 2013

                         /s/ Kenneth H. Hannah

                         Kenneth H. Hannah

                         Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of J. C. Penney Company, Inc. (the “Company”) on Form 10-Q for the period ended August 3, 2013 (the “Report”), I, Myron E. Ullman, III, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

DATED this 10th day of September 2013.

/s/ Myron E. Ullman, III

Myron E. Ullman, III

Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of J. C. Penney Company, Inc. (the “Company”) on Form 10-Q for the period ended August 3, 2013 (the “Report”), I, Kenneth H. Hannah, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

DATED this 10th day of September 2013.

/s/ Kenneth H. Hannah

Kenneth H. Hannah

Executive Vice President and Chief Financial Officer

XML

Income Taxes

6 Months Ended

Aug. 03, 2013

Income Taxes [Abstract]

Income Taxes

11.  Income Taxes

For the three months ended August 3, 2013, we recorded our tax provision based on actual year-to-date results.  For the three months ended May 4, 2013 and for the three and six months ended July 28, 2012, we determined the quarterly provision for income taxes using an estimated annual effective tax rate, which was based on our expected annual income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which we operate.  The effective tax rate for the three months ended August 3, 2013 was (3.0)% as compared to (39.0)% for the three months ended July 28, 2012.  The effective tax rate for the six months ended August 3, 2013 was (18.9)% compared to (40.7)% for the six months ended July 28, 2012.  Our effective tax rate for the three and six months ended August 3, 2013 was negatively impacted by a$218 million increase to the tax valuation allowance for deferred tax assets during the second quarter of 2013.

In assessing the need for the valuation allowance, we considered both positive and negative evidence related to the likelihood of realization of the deferred tax assets.  In the second quarter, our net deferred tax position, exclusive of any valuation allowance,changed from a net deferred tax liability to a net deferred tax asset.  In addition, we heavily weighted the negative evidence of cumulative losses in recent periods and the positive evidence of future reversals of existing temporary differences.  Although a sizable portion of our losses in recent years were the result of charges incurred for restructuring and other special items, even without these charges we still would have incurred significant losses.  Accordingly, we considered our pattern of recent losses to be relevant to our analysis.  Considering this pattern of recent losses and the uncertainties associated with projected future taxable income exclusive of reversing temporary differences, we gave no weight to projections showing future U.S. taxable income for purposes of assessing the need for a valuation allowance.As a result of our assessment, we concluded that our net deferred tax assets required a valuation allowance.  Our estimate of the realization of deferred tax assets was based solely on future reversals of existing taxable temporary differences and tax planning strategies that we would make use of to accelerate taxable income to utilize expiring carryforwards.

Based on the weight of available evidence, we determined it was more likely than not that a portion of our deferred tax assets will not be realized, and accordingly, a valuation allowance of $298 million has been recorded against our deferred tax assets as of August 3, 2013.   This resulted in an increase to the valuation allowance during the quarter ended August 3, 2013 of $218 million, of which $183 million relates to the increase in the deferred tax assets created for federal net operating loss carryforwards and $35 million relates to deferred tax assets created for state net operating loss carryforwards. 

As a result of the valuation allowance, for the three months ended August 3, 2013, we recorded a net tax benefit of $18 million. The net tax benefit consists of a $9 million benefit related to our federal and state operating losses, a $17 million non-cash benefit relating to other comprehensive income, offset by state and foreign tax expenses of $6 million and $2 million of tax expense on the amortization of certain indefinite-lived intangible assets that were not available to offset existing deferred taxes.  In accordance with accounting standards, we are required to allocate a portion of our tax provision between operating losses and accumulated other comprehensive income.  Application of this guidance required the recognition of a non-cash income tax benefit of $17 million in operating results, offset by a $17 million charge to other comprehensive income for the quarter.   

As of August 3, 2013, we have approximately $2.3 billion of net operating losses available for U.S. federal income tax purposes which expire in 2032 and 2033 for which a net deferred tax asset of $613 million has been recorded, net of a valuation allowance of $183 million. A net deferred tax asset of $53 million, net of a valuation allowance of $115 million, has been recorded for state net operating losses that expire at various dates through 2033.

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CONSOLIDATED BALANCE SHEETS (USD $) In Millions, unless otherwise specified	Aug. 03, 2013		Feb. 02, 2013		Jul. 28, 2012
Current assets:
Cash in banks and in transit	$ 198		$ 121		$ 171
Cash short-term investments	1,337		809		717
Cash and cash equivalents	1,535		930		888
Merchandise inventory	3,155		2,341		2,993
Income tax receivable			57		209
Deferred taxes	115		106		407
Prepaid expenses and other	209		249		239
Total current assets	5,014		3,683		4,736
Property and equipment (net of accumulated depreciation of $3,067, $3,096 and $2,880)	5,820		5,353		5,153
Prepaid pension	22
Other assets	798		745		923
Total Assets	11,654		9,781		10,812
Current liabilities:
Merchandise accounts payable	1,276		1,162		1,015
Other accounts payable and accrued expenses	1,350		1,395		1,219
Short-term borrowings	850
Current portion of capital leases and note payable	27		26		20
Current maturities of long-term debt	23				230
Total current liabilities	3,526		2,583		2,484
Long-term capital leases and note payable	71		88		33
Long-term debt	4,850		2,868		2,868
Deferred taxes	242		388		904
Other liabilities	645		683		852
Total Liabilities	9,334		6,610		7,141
Stockholders' Equity
Common stock(1)	110	[1]	110	[1]	109	[1]
Additional paid-in capital	3,828		3,799		3,782
Reinvested earnings/(accumulated deficit)	(554)		380		1,057
Accumulated other comprehensive income/(loss)	(1,064)		(1,118)		(1,277)
Total Stockholders' Equity	2,320		3,171		3,671
Total Liabilities and Stockholders' Equity	$ 11,654		$ 9,781		$ 10,812

[1] 1,250 million shares of common stock are authorized with a par value of $0.50 per share. The total shares issued and outstanding were 220.4 million, 218.8 million and 219.3 million as of August 3, 2013, July 28, 2012 and February 2, 2013, respectively.

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Long-Term Debt

6 Months Ended

Aug. 03, 2013

Long-Term Debt [Abstract]

Long-Term Debt

4.  Long-Term Debt

Tender Offer

On April 30, 2013 we announced the commencement of a cash tender offer (Tender Offer) and consent solicitation for our 7.125% Debentures Due 2023 (Notes) for total consideration consisting of an amount equal to $1,350 per $1,000 principal amount of Notes, including a consent payment in the amount equal to $50 per $1,000 principal amount of Notes.  We solicited consents to effect certain proposed amendments to the indenture, as amended and supplemented, governing the Notes (the Indenture) that would eliminate most of the restrictive covenants and certain events of default and other provisions in the Indenture (Proposed Amendments). 

On May 14, 2013, we announced that we had amended our previously announced Tender Offer (Amended Tender Offer) and related solicitation of consents to extend the expiration date of the consent solicitation and to increase the tender consideration.  The Amended Tender Offer increased the total consideration from $1,350 to $1,450 per $1,000 principal amount of the Notes (Amended Tender Offer Consideration); extended the expiration date of the consent solicitation from May 13, 2013 to May 20, 2013 (Consent Expiration) and extended the expiration of the tender offer from May 28, 2013 to June 4, 2013 (Expiration Time). 

Holders that validly tendered their Notes prior to the Consent Expiration, as extended, received the Amended Tender Offer Consideration. Holders that validly tendered their Notes after the Consent Expiration, as extended, but prior to the Expiration Time, as extended, received only the tender offer consideration of $1,400 per $1,000 principal amount of the Notes (Tender Offer Consideration).  Holders whose Notes were accepted for purchase in the Amended Tender Offer also received accrued and unpaid interest to, but not including, the applicable payment date for the Notes.  On May 22, 2013, we accepted for purchase $243 million in aggregate principal amount of the Notes, representing 95.41% of the outstanding principal amount, for aggregate Amended Tender Offer Consideration of $352 million.  On June 5, 2013, we accepted for purchase an additional $2 million in aggregate principal amount of the Notes, for aggregate Tender Offer Consideration of $3 million.  The Tender Offer resulted in a loss on the extinguishment of debt of $114 million which includes the premium paid over face value of the Notes of $110 million, reacquisition costs of $2 million and the write-off of unamortized debt issue costs of$2 million.  As a result of receiving the requisite consent of the Holders of at least 66²/₃% of aggregate principal amount of Notes outstanding, the Proposed Amendments were approved and became operative.

Term Loan Facility

On May 22, 2013, we entered into a new $2.25 billion five-year senior secured term loan facility (2013 Term Loan Facility).  The 2013 Term Loan Facility is guaranteed by J. C. Penney Company, Inc. and certain subsidiaries of JCP, and is secured by mortgages on certain real estate of JCP and the guarantors, in addition to substantially all other assets of JCP and the guarantors.  Proceeds of the 2013 Term Loan Facility were used to fund the Amended Tender Offer and will be used to fund ongoing working capital requirements and general corporate purposes.

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Stockholders' Equity (Tables)

6 Months Ended

Aug. 03, 2013

Stockholders' Equity [Abstract]

Schedule of Stockholders Equity [Table Text Block]

	Number						Reinvested		Accumulated
	of				Additional		Earnings/		Other		Total
(in millions)	Common		Common		Paid-in		(Accumulated		Comprehensive		Stockholders’
	Shares		Stock		Capital		Deficit)		Income/(Loss)		Equity
February 2, 2013	219.3	$	110	$	3,799	$	380	$	(1,118)	$	3,171
Net income/(loss)	-		-		-		(934)		-		(934)
Other comprehensive income/(loss)	-		-		-		-		54		54
Stock-based compensation	1.1		-		29		-		-		29
August 3, 2013	220.4	$	110	$	3,828	$	(554)	$	(1,064)	$	2,320

Schedule of Comprehensive Income (Loss) [Table Text Block]

	Three Months Ended
	August 3, 2013							July 28, 2012
			Income							Income
			Tax							Tax
($ in millions)	Gross		(Expense)/		Net		Gross			(Expense)/		Net
	Amount		Benefit		Amount		Amount			Benefit		Amount
REITs
Unrealized gain/(loss)	$	(4)	$	1	$	(3)	$	8		$	(2)	$	6
Reclassification adjustment for realized (gain)/loss		-		-		-		(270)	(1)		96		(174)
Retirement benefit plans
Reclassification for amortization of net actuarial loss/(gain)		44		(17)		27		63			(26)		37
Reclassification for amortization of prior service cost/(credit)		-		-		-		(3)			1		(2)
Total	$	40	$	(16)	$	24	$	(202)		$	69	$	(133)

	Six Months Ended
	August 3, 2013							July 28, 2012
			Income							Income
			Tax							Tax
($ in millions)	Gross		(Expense)/		Net		Gross			(Expense)/		Net
	Amount		Benefit		Amount		Amount			Benefit		Amount
REITs
Unrealized gain/(loss)	$	-	$	-	$	-	$	51		$	(18)	$	33
Reclassification adjustment for realized (gain)/loss		-		-		-		(270)	(1)		96		(174)
Retirement benefit plans
Reclassification for amortization of net actuarial loss/(gain)		88		(33)		55		127			(50)		77
Reclassification for amortization of prior service cost/(credit)		(1)		-		(1)		(7)			3		(4)
Total	$	87	$	(33)	$	54	$	(99)		$	31	$	(68)

(1) The reclassification adjustment for the Simon Property Group, L.P. (SPG) units was calculated by using the closing fair market value perSPG unit of $158.13 on July 19, 2012 for the two million REIT units that were redeemed on July 20, 2012.  The REIT units were redeemed at a price of $124.00 per unit (see Note 10). 

Schedule of Accumulated Other Comprehensive (Loss)/Income [Table Text Block]

	Unrealized						Accumulated Other
($ in millions)	Gain/(Loss)		Net Actuarial		Prior Service		Comprehensive
	on REITs		Gain/(Loss)		Credit/(Cost)		Income/(Loss)
February 2, 2013	$	17	$	(1,121)	$	(14)	$	(1,118)
Amounts reclassified from accumulated other comprehensive income		-		55		(1)		54
Net current-period other comprehensive income		-		55		(1)		54
August 3, 2013	$	17	$	(1,066)	$	(15)	$	(1,064)

Schedule Of Reclassifications Out Of Accumulated Other Comprehensive Income [Table Text Block]

	Amount Reclassified from Accumulated Other Comprehensive Income/(Loss)
	Three Months Ended				Six Months Ended				Line Item in the
($ in millions)		August 3,		July 28,		August 3,		July 28,	Unaudited Consolidated
		2013		2012		2013		2012	Statements of Operations
Realized (gain)/loss on REITs
Redemption of SPG REIT units	$	-	$	(270)	$	-	$	(270)	Real estate and other, net
Tax (expense)/benefit		-		96		-		96	Income tax expense/(benefit)
Total, net of tax		-		(174)		-		(174)
Amortization of retirement benefit plans
Actuarial loss/(gain)(1)		44		63		88		127	Pension
Prior service cost/(credit)(1)		2		-		3		-	Pension
Prior service cost/(credit)(1)		(2)		(3)		(4)		(7)	SG&A
Tax (expense)/benefit		(17)		(25)		(33)		(47)	Income tax expense/(benefit)
Total, net of tax		27		35		54		73
Total reclassifications	$	27	$	(139)	$	54	$	(101)

(1) These accumulated other comprehensive components are included in the computation of net periodic benefits expense/(income).  See Note 8 for additional details.

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Litigation, Other Contingencies and Guarantees

6 Months Ended

Aug. 03, 2013

Litigation, Other Contingencies and Guarantees [Abstract]

Litigation, Other Contingencies and Guarantees

12.  Litigation, Other Contingencies and Guarantees

Litigation  

Macy’s Litigation

On August 16, 2012, Macy’s, Inc. and Macy’s Merchandising Group, Inc. (together the Plaintiffs) filed suit against J. C. Penney Corporation, Inc. in the Supreme Court of the State of New York, County of New York, alleging that the Company tortiously interfered with, and engaged in unfair competition relating to a 2006 agreement between Macy’s and Martha Stewart Living Omnimedia, Inc. (MSLO) by entering into a partnership agreement with MSLO in December 2011.  The Plaintiffs seek primarily to prevent the Company from implementing our partnership agreement with MSLO as it relates to products in the bedding, bath, kitchen and cookware categories.  The suit was consolidated with an already-existing breach of contract lawsuit by the Plaintiffs against MSLO, and a bench trial commenced on February 20, 2013.  On March 7, 2013, the judge adjourned the trial until April 8, 2013, and ordered the parties into mediation.  The parties did not reach a settlement, and the trial continued on April 8, 2013.  The parties concluded their presentations of evidence on April 26, 2013, and completed post-trial briefs  in late May, 2013.  The court held closing arguments on August 1, 2013.  The court has not yet issued a final decision in the case.  While no assurance can be given as to the ultimate outcome of this matter, we currently believe that the final resolution of this action will not have a material adverse effect on our results of operations, financial position, liquidity or capital resources.

Other Legal Proceedings

Weare subject to various legal and governmental proceedings involving routine litigation incidental to our business. Reserves have been established based on our best estimates of our potential liability in certain of these matters. These estimates have been developed in consultation with in-house and outside counsel. While no assurance can be given as to the ultimate outcome of these matters, management currently believes that the final resolution of these actions, individually or in the aggregate, will not have a material adverse effect on our results of operations, financial position, liquidity or capital resources.

Contingencies

As of August 3, 2013,  we estimated our total potential environmental liabilities to range from $19 million to $25 million and recorded our best estimate of $20 million in other liabilities in the unaudited Consolidated Balance Sheet as of that date. This estimate covered potential liabilities primarily related to underground storage tanks, remediation of environmental conditions involving our former drugstore locations and asbestos removal in connection with approved plans to renovate or dispose of our facilities. We continue to assess required remediation and the adequacy of environmental reserves as new information becomes available and known conditions are further delineated. If we were to incur losses at the upper end of the estimated range, we do not believe that such losses would have a material adverse effect on our results of operations, financial position, liquidity or capital resources.

Guarantees

As of August 3, 2013, we had a guarantee totaling $20million for the maximum exposure on insurance reserves established by a former subsidiary included in the sale of our Direct Marketing Services business.

In connection with the sale of the operations of our outlet stores, we assigned leases on 7 outlet store locations to the purchaser.  In the event that the purchaser fails to make the required lease payments, we continue for a period of time to be liable for lease payments to each landlord of the 7 assigned leases.  The purchaser’s obligations under the leases are guaranteed to us by certain principals and affiliates of the purchaser.  We are currently engaged in discussions regarding restructuring the agreement.  As of August 3, 2013, our maximum liability in connection with the assigned leases is $10million.   

In connection with the redemption of two million of our SPG REIT units, we agreed to make future capital contributions to SPG under certain circumstances.  Capital contributions would be required only if (i) one or more unsecured senior notes or term loans of SPG are in default and (ii) the aggregate amount received and/or realized by the lenders with respect to such notes or loans upon the exhaustion of all other remedies available to them is less than the maximum amount of all capital contribution commitments of the Company and other parties with similar commitments.  Our contribution obligation is subject to a maximum aggregate amount of $360 million, and is proportionate to our share of all similar commitments provided by the Company and other parties. Under certain circumstances, including the disposition of its remaining SPG REIT units, the Company can terminate its obligation.  The possibility that we would be required to make a contribution is considered remote, and as such, no amount has been recorded in the unaudited Interim Consolidated Financial Statements.

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Litigation, Other Contingencies and Guarantees (Narrative) (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Aug. 03, 2013
Estimate Potential Environmental Liabilities Minimum	$ 19
Recorded Best Estimate	20
Estimate Potential Environmental Liabilities Maximum	25
J.C.Penney Direct Marketing Services, Inc. [Member]
Maximum Exposure of Guarantee	20
Property Lease Guarantee [Member]
Maximum Exposure of Guarantee	10
Capital Contribution Guarantee [Member]
Guarantor Obligations, Origin and Purpose	In connection with the redemption of two million of our SPG REIT units, we agreed to make future capital contributions to SPG under certain circumstances.
Guarantor Obligations, Triggering Event	Capital contributions would be required only if (i) one or more unsecured senior notes or term loans of SPG are in default and (ii) the aggregate amount received and/or realized by the lenders with respect to such notes or loans upon the exhaustion of all other remedies available to them is less than the maximum amount of all capital contribution commitments of the Company and other parties with similar commitments.
Maximum Exposure of Guarantee	$ 360
Guarantor Obligations, Term	Under certain circumstances, including the disposition of its remaining SPG REIT units, the Company can terminate its obligation.

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Stockholders' Equity (Accumulated Other Comprehensive Income/ (Loss) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended				6 Months Ended
	Aug. 03, 2013	Jul. 28, 2012	Aug. 03, 2013	Jul. 28, 2012	Aug. 03, 2013 Unrealized Gain/ (Loss) on REITs [Member]	Feb. 02, 2013 Unrealized Gain/ (Loss) on REITs [Member]	Aug. 03, 2013 Net Actuarial Gain/(Loss) [Member]	Aug. 03, 2013 Prior Service Credit/(Cost) [Member]	Aug. 03, 2013 Accumulated Other Comprehensive Income/(Loss) [Member]
February 2, 2013			$ (1,118)		$ 17	$ 17	$ (1,121)	$ (14)	$ (1,118)
Amounts reclassified from accumulated other comprehensive income		(174)		(174)
Amounts reclassified from accumulated other comprehensive income	27	37	55	77			55
Amounts reclassified from accumulated other comprehensive income		(2)	(1)	(4)				(1)
Amounts reclassified from accumulated other comprehensive income	24	(133)	54	(68)			55	(1)	54
Current period change, accumulated other comprehensive income/(loss)	24	(133)	54	(68)			55	(1)	54
August 3, 2013	$ (1,064)	$ (1,277)	$ (1,064)	$ (1,277)	$ 17	$ 17	$ (1,066)	$ (15)	$ (1,064)

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Restructuring and Management Transition Charges (Tables)

6 Months Ended

Aug. 03, 2013

Restructuring Reserve [Abstract]

Schedule Of Current And Cummulative Restructuring and Managment Transition Charges Text Block

	Three Months Ended				Six Months Ended					Cumulative
($ in millions)		August 3,		July 28,		August 3,		July 28,		Amount Through
		2013		2012		2013		2012		August 3, 2013
Supply chain	$	-	$	10	$	-	$	16	$	60
Home office and stores		4		56		32		101		186
Software and systems		-		36		-		36		36
Store fixtures		17		42		45		42		123
Management transition		13		10		29		30		200
Other		13		5		13		10		61
Total	$	47	$	159	$	119	$	235	$	666

Restructuring and Management Transition Charges

($ in millions)		Supply		Home Office		Store		Management
		Chain		and Stores		Fixtures		Transition		Other		Total
February 2, 2013	$	2	$	4	$	-	$	-	$	12	$	18
Charges		-		32		45		29		13		119
Cash payments		(2)		(27)		-		(11)		(1)		(41)
Non-cash		-		(1)		(45)		(15)		-		(61)
August 3, 2013	$	-	$	8	$	-	$	3	$	24	$	35

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Retirement Benefit Plans (Tables)

6 Months Ended

Aug. 03, 2013

Retirement Benefit Plans

Schedule of Pension Plan Expense/(Income)

($ in millions)		Three Months Ended				Six Months Ended
		August 3,		July 28,		August 3,		July 28,
Primary Pension Plan		2013		2012		2013		2012
Service cost	$	19	$	23	$	39	$	46
Interest cost		51		62		102		124
Expected return on plan assets		(85)		(95)		(170)		(189)
Amortization of actuarial loss/(gain)		38		58		76		116
Amortization of prior service cost/(credit)		2		-		3		-
Net periodic benefit expense/(income)	$	25	$	48	$	50	$	97
Supplemental Pension Plans
Service cost	$	-	$	1	$	-	$	1
Interest cost		3		4		6		7
Amortization of actuarial loss/(gain)		6		5		12		11
Amortization of prior service cost/(credit)		-		-		-		-
Net periodic benefit expense/(income)	$	9	$	10	$	18	$	19
Primary and Supplemental Pension Plans Total
Service cost	$	19	$	24	$	39	$	47
Interest cost		54		66		108		131
Expected return on plan assets		(85)		(95)		(170)		(189)
Amortization of actuarial loss/(gain)		44		63		88		127
Amortization of prior service cost/(credit)		2		-		3		-
Net periodic benefit expense/(income)	$	34	$	58	$	68	$	116
Postretirement Health and Welfare Plan
Service cost	$	-	$	-	$	-	$	-
Interest cost		-		1		-		1
Amortization of actuarial loss/(gain)		-		-		-		-
Amortization of prior service cost/(credit)		(2)		(3)		(4)		(7)
Net periodic benefit expense/(income)	$	(2)	$	(2)	$	(4)	$	(6)
Retirement Benefit Plans Total
Service cost	$	19	$	24	$	39	$	47
Interest cost		54		67		108		132
Expected return on plan assets		(85)		(95)		(170)		(189)
Amortization of actuarial loss/(gain)		44		63		88		127
Amortization of prior service cost/(credit)		-		(3)		(1)		(7)
Net periodic benefit expense/(income)	$	32	$	56	$	64	$	110

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Real Estate and Other, Net (Details) (USD $) In Millions, except Share data, unless otherwise specified	0 Months Ended	3 Months Ended			6 Months Ended
	Jul. 20, 2012	Aug. 03, 2013	May 04, 2013	Jul. 28, 2012	Aug. 03, 2013	Jul. 28, 2012	Jul. 19, 2012
Real Estate and Other, Net [Abstract]
Redemption of Simon Property Group, L.P. (SPG) REIT units				$ (200)		$ (200)
Sale of investments in joint ventures		(62)			(62)
Net gain on sale or redemption of non-operating assets		(62)		(200)	(62)	(200)
Dividend income from REITs				(2)		(5)
Investment income from joint ventures		(2)		(3)	(4)	(6)
Gain on sale of operating asset		(2)	16		(18)
Other		(2)		(3)	(6)	(4)
Real estate and other (income)/expense, net		(68)		(208)	(90)	(215)
Redemption of Simon Property Group, L.P. (SPG) REIT units	2,000,000
REIT unit cash price SPG	124.00
Proceeds from sale of REITs net of fees	246
REIT unit fair market value SPG							158.13
Investment owned SPG, shares		205,000			205,000
Net proceeds from sale of operating assets		1			19
Book value leasehold interest			2
Proceeds from divestiture of interest in joint venture		55	18
Real estate investments, joint ventures		$ 7			$ 7

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Fair Value Disclosures (REIT Assets Measured on Recurring Basis) (Details) (USD $) In Millions, unless otherwise specified	Aug. 03, 2013	Feb. 02, 2013	Jul. 28, 2012
Cost basis of REITs	$ 7	$ 7	$ 34
Fair Value, Inputs, Level 1 [Member]
REIT assets	33	33	71
Fair Value, Inputs, Level 2 [Member]
REIT assets
Fair Value, Inputs, Level 3 [Member]
REIT assets

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Stock-Based Compensation (Narrative) (Details) (USD $)			0 Months Ended		3 Months Ended	0 Months Ended		3 Months Ended	0 Months Ended	3 Months Ended
	Aug. 03, 2013	May 18, 2012	Apr. 03, 2013 Employee Stock Option [Member]	Mar. 04, 2013 Employee Stock Option [Member]	Aug. 03, 2013 Employee Stock Option [Member]	Apr. 03, 2013 Restricted Stock Units (RSUs) [Member]	Mar. 04, 2013 Restricted Stock Units (RSUs) [Member]	Aug. 03, 2013 Restricted Stock Units (RSUs) [Member]	Apr. 03, 2013 Performance Based Restricted Stock Units (PBRSUs) [Member]	Aug. 03, 2013 Director [Member]	May 18, 2012 Newly Authorized Shares [Member]	May 18, 2012 Reserved But Unissued Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized		7,000,000									1,500,000	5,500,000
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant	5,000,000
Granted, Stock Options			3,300,000	70,000	74,000
Granted, Weighted-Average Exercise Price Per Share			$ 14.43	$ 16.74	$ 18.98
Grants of stock options - fair value per option			$ 7.07	$ 7.88	$ 9.35
Granted, Stock Awards						621,000	94,000	77,000	998,000	64,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value						$ 14.43	$ 16.74	$ 18.98	$ 14.43	$ 18.72

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Recently Issued Accounting Pronouncement (Details)	6 Months Ended
	Aug. 03, 2013
Accounting Changes and Error Corrections [Abstract]
New Accounting Pronouncement or Change in Accounting Principle, Name	Accounting Standards Update (ASU) 2013-11, Income Taxes (Topic 740) - Presentation of an Unrecognized Tax Benefit when a Net Operating Loss Carryforward or Tax Credit Carryforward Exists
New Accounting Pronouncement or Change in Accounting Principle, Description	This update provides that an entity's unrecognized tax benefit, or a portion of its unrecognized tax benefit, should be presented in its financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, with one exception. That exception states that, to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position, or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This update applies prospectively to all entities that have unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. Retrospective application is also permitted. This update is effective for annual periods, and interim periods within those years, beginning after December 15, 2013. We do not anticipate the adoption to have a material impact on our consolidated results operations, cash flows or financial position.

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Credit Facility (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Aug. 03, 2013	Apr. 12, 2013
Line of Credit Facility, amount borrowed		$ 850
Line of Credit Facility, Interest Rate Description	A portion of the borrowing bears interest at a rate of LIBOR plus 3.0% with the remaining portion bearing interest at a base rate (as defined in the 2013 Credit Facility) plus 2.0% per annum
Line of credit facility, initiation date	Feb. 08, 2013
Line of credit facility, maximum borrowing capacity	1,850
Line of credit facility, maturity date	Apr. 29, 2016
Line of Credit Facility, Revolving Credit, Description	On February 8, 2013, J. C. Penney Company, Inc., JCP and J. C. Penney Purchasing Corporation (Purchasing) entered into an amended and restated revolving credit agreement in the amount up to $1,850 million (2013 Credit Facility), which replaces the Company's prior credit agreement entered into in January 2012, with largely the same syndicate of lenders under the previous agreement, with JPMorgan Chase Bank, N.A., as administrative agent. The 2013 Credit Facility matures on April 29, 2016, increases the letter of credit sublimit to $750 million from $500 million and provides an accordion feature that could potentially increase the size of the facility by an additional amount not to exceed $400 million. The 2013 Credit Facility is an asset-based revolving credit facility and is secured by a perfected first-priority security interest in substantially all of our eligible credit card receivables, accounts receivable and inventory. The 2013 Credit Facility is available for general corporate purposes, including the issuance of letters of credit. Pricing under the 2013 Credit Facility is tiered based on JCP's senior unsecured long-term credit ratings issued by Moody's Investors Service, Inc. and Standard & Poor's Ratings Services. JCP's obligations under the 2013 Credit Facility are guaranteed by J. C. Penney Company, Inc.
Line of Credit Facility, Borrowing Capacity, Description	Availability under the 2013 Credit Facility is limited to a borrowing base which allows us to borrow up to 85% of eligible accounts receivable, plus 90% of eligible credit card receivables, plus 85% of the liquidation value of our inventory, net of certain reserves. Letters of credit reduce the amount available to borrow by their face value. In the event that availability under the 2013 Credit Facility is at any time less than the greater of (1) $125 million or (2) 10% of the lesser of the total facility or the borrowing base then in effect, for a period of at least 30 days, the Company will be subject to a fixed charge coverage ratio covenant of 1.0 to 1.0 which is calculated as of the last day of the quarter and measured on a trailing four-quarter basis.
Letters of Credit	503
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage	0.50%
Line of Credit Facility, maximum borrowing capacity less amount outstanding	497
Line of Credit Facility, Remaining Borrowing Capacity	$ 312
Domestic Line of Credit [Member]
Line of Credit Facility, Interest Rate at Period End	3.00%
Foreign Line of Credit [Member]
Line of Credit Facility, Interest Rate at Period End	1.50%

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Retirement Benefit Plans (Defined Contribution Plans) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Aug. 03, 2013	Jul. 28, 2012	Aug. 03, 2013	Jul. 28, 2012
Retirement Benefit Plans
Defined contribution plan, total expense	$ 12	$ 14	$ 26	$ 30

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Stock-Based Compensation (Tables)

6 Months Ended

Aug. 03, 2013

Stock-Based Compensation

Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block]

	Three Months Ended				Six Months Ended
($ in millions)		August 3,		July 28,		August 3,		July 28,
		2013		2012		2013		2012
SG&A	$	10	$	13	$	14	$	24
Cost of goods sold		1		1		2		2
Restructuring and management transition (Note 9)		7		-		16		9
Total stock-based compensation	$	18	$	14	$	32	$	35

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Aug. 03, 2013	Jul. 28, 2012	Aug. 03, 2013	Jul. 28, 2012
Cash flows from operating activities
Net income/(loss)	$ (586)	$ (147)	$ (934)	$ (310)
Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities:
Restructuring and management transition	24	78	61	90
Asset impairments and other charges	7	3	9	4
Net gain on sale or redemption of non-operating assets	(62)	(200)	(62)	(200)
Net gain on sale of operating assets	(2)		(18)
Loss on extinguishment of debt	114		114
Depreciation and amortization	143	128	279	253
Benefit plans	24	41	41	79
Stock-based compensation	11	14	16	26
Excess tax benefits from stock-based compensation		(12)		(23)
Deferred taxes	(25)	(153)	(189)	(197)
Change in cash from:
Inventory	(357)	91	(814)	(77)
Prepaid expenses and other assets	(9)	(22)	41	(15)
Merchandise accounts payable	29	31	114	(7)
Current income taxes	5	113	60	34
Accrued expenses and other	(24)	5	(178)	(264)
Net cash provided by/(used in) operating activities	(708)	(30)	(1,460)	(607)
Cash flows from investing activities
Capital expenditures	(439)	(132)	(653)	(239)
Net proceeds from sale or redemption of non-operating assets	55	246	55	246
Acquisition				(9)
Net proceeds from sale of operating assets	1		19
Net cash provided by/(used in) investing activities	(383)	114	(579)	(2)
Cash flows from financing activities
Proceeds from short-term borrowings			850
Net proceeds from issuance of long-term debt	2,180		2,180
Premium on early retirement of debt	(110)		(110)
Payments of capital leases and note payable	(14)		(19)
Payment of long-term debt	(245)		(245)
Financing costs	(4)	(2)	(12)	(4)
Dividends paid, common		(43)		(86)
Proceeds from stock options exercised	2	1	7	69
Excess tax benefits from stock-based compensation		12		23
Tax withholding payments for vested restricted stock	(4)	(3)	(7)	(12)
Net cash provided by/(used in) financing activities	1,805	(35)	2,644	(10)
Net increase/(decrease) in cash and cash equivalents	714	49	605	(619)
Cash and cash equivalents at beginning of period	821	839	930	1,507
Cash and cash equivalents at end of period	1,535	888	1,535	888
Supplemental cash flow information
Income taxes received/(paid), net	(2)	55	88	51
Interest received/(paid), net	(152)	(23)	(236)	(113)
Supplemental non-cash investing and financing activity
Increase/ (decrease) in other accounts payable related to purchases of property and equipment	(178)	66	102	50
Financing costs withheld from proceeds of long-term debt	$ (70)		$ (70)

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Earnings/(Loss) per Share

6 Months Ended

Aug. 03, 2013

Earnings Per Share Abstract

Earnings/(Loss) per Share

2.  Earnings/(Loss) per Share

Net income/(loss) and shares used to compute basic and diluted earnings/(loss) per share (EPS) are reconciled below:

	Three Months Ended				Six Months Ended
(in millions, except per share data)		August 3,		July 28,		August 3,		July 28,
		2013		2012		2013		2012
Earnings/(loss)
Net income/(loss)	$	(586)	$	(147)	$	(934)	$	(310)
Shares
Weighted average common shares outstanding (basic shares)		220.6		219.3		220.2		218.9
Adjustment for assumed dilution:
Stock options, restricted stock awards and warrant		-		-		-		-
Weighted average shares assuming dilution (diluted shares)		220.6		219.3		220.2		218.9
EPS
Basic	$	(2.66)	$	(0.67)	$	(4.24)	$	(1.42)
Diluted	$	(2.66)	$	(0.67)	$	(4.24)	$	(1.42)

The following average potential shares of common stock were excluded from the diluted EPS calculation because their effect would have been anti-dilutive:

	Three Months Ended			Six Months Ended
(Shares in millions)		August 3,	July 28,		August 3,	July 28,
		2013	2012		2013	2012
Stock options, restricted stock awards and warrant		25.0	25.7		25.0	25.4

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Fair Value Disclosures

6 Months Ended

Aug. 03, 2013

Fair Value Disclosures [Abstract]

Fair Value Disclosures

5.  Fair Value Disclosures

In determining fair value, the accounting standards establish a three-level hierarchy for inputs used in measuring fair value, as follows:

Level 1 — Quoted prices in active markets for identical assets or liabilities.

Level 2 — Significant observable inputs other than quoted prices in active markets for similar assets and liabilities, such as quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 — Significant unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants.

REIT Assets Measured on a Recurring Basis

The market value of our investment in public REIT assets are accounted for as available-for-sale securities and are carried at fair value on an ongoing basis in Other assets in the unaudited Interim Consolidated Balance Sheets.  We determined the fair value of our investments in REITs using quoted market prices.  There were no transfers in or out of any levels during any period presented.Our REIT assets measured at fair value on a recurring basis are as follows:

			REIT Assets at Fair Value
				Quoted Prices in Active		Significant Other		Significant
($ in millions)		Cost		Markets of Identical Assets		Observable Inputs		Unobservable Inputs
		Basis		(Level 1)		(Level 2)		(Level 3)
August 3, 2013	$	7	$	33	$	-	$	-
July 28, 2012		34		71		-		-
February 2, 2013		7		33		-		-

Other Financial Instruments

Carrying values and fair values of financial instruments that are not carried at fair value in the Consolidated Balance Sheets are as follows:

	August 3, 2013				July 28, 2012				February 2, 2013
($ in millions)		Carrying		Fair		Carrying		Fair		Carrying		Fair
		Amount		Value		Amount		Value		Amount		Value
Long-term debt, including current maturities	$	4,873	$	4,272	$	3,098	$	2,651	$	2,868	$	2,456
Cost investment		36		-		36		-		36		-

The fair value of long-term debt is estimated by obtaining quotes from brokers or is based on current rates offered for similar debt.  The cost investment is for equity securities that are not registered and freely tradable shares and their fair values are not readily determinable; however, we believe the carrying value approximates or is less than the fair value.

As of August 3, 2013,  July 28, 2012 and February 2, 2013, the fair values of cash and cash equivalents andaccounts payable approximate their carrying values due to the short-term nature of these instruments. In addition, the fair values of short-term borrowings, capital lease commitments and the note payable approximate their carrying values.  These items have been excluded from the table above.  

Concentrations of Credit Risk

We have no significant concentrations of credit risk.

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Credit Facility

6 Months Ended

Aug. 03, 2013

Credit Facility [Abstract]

Credit Facility

3.  Credit Facility

On February 8, 2013, J. C. Penney Company, Inc., JCP and J. C. Penney Purchasing Corporation (Purchasing) entered into an amended and restated revolving credit agreement in the amount up to $1,850 million (2013 Credit Facility), which replaces the Company’s prior credit agreement entered into in January 2012, with largely the same syndicate of lenders under the previous agreement, with JPMorgan Chase Bank, N.A., as administrative agent. The 2013 Credit Facility matures on April 29, 2016, increases the letter of credit sublimit to $750 million from $500 million and provides an accordion feature that could potentially increase the size of the facility by an additional amount not to exceed $400 million.

The 2013 Credit Facility is an asset-based revolving credit facility and is secured by a perfected first-priority security interest in substantially all of our eligible credit card receivables, accounts receivable and inventory.  The 2013 Credit Facility is available for general corporate purposes, including the issuance of letters of credit.  Pricing under the 2013 Credit Facility is tiered based on JCP’s senior unsecured long-term credit ratings issued by Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services.  JCP’s obligations under the 2013 Credit Facility are guaranteed by J. C. Penney Company, Inc.

Availability under the 2013 Credit Facility is limited to a borrowing base which allows us to borrow up to 85% of eligible accounts receivable, plus 90% of eligible credit card receivables, plus 85% of the liquidation value of our inventory, net of certain reserves. Letters of credit reduce the amount available to borrow by their face value.  In the event that availability under the 2013 Credit Facility is at any time less than the greater of (1) $125 million or (2) 10% of the lesser of the total facility or the borrowing base then in effect, for a period of at least 30 days, the Company will be subject to a fixed charge coverage ratio covenant of 1.0 to 1.0 which is calculated as of the last day of the quarter and measured on a trailing four-quarter basis.

On April 12, 2013, we borrowed $850 million under the 2013 Credit Facility.  A portion of the borrowing bears interest at a rate of LIBOR plus 3.0% with the remaining portion bearing interest at a base rate (as defined in the 2013 Credit Facility) plus 2.0% per annum.  As of the end of the second quarter of 2013, all of the borrowing remains outstanding.  As of the end of the second quarter of 2013, we had $503 million in standby and import letters of credit outstanding under the 2013 Credit Facility, the majority of which are standby letters of credit that support our merchandise initiatives and workers’ compensation.  None of the standby or import letters of credit have been drawn on.  The applicable rate for standby and import letters of credit was 3.00% and 1.50%, respectively, while the required commitment fee was 0.50% for the unused portion of the 2013 Credit Facility.  As of the end of the second quarter of 2013, we had $497 million available for future borrowing, of which $312 million is currently accessible due to the limitation of the fixed charge coverage ratio.

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Stock-Based Compensation (Stock-Based Compensation Costs) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Aug. 03, 2013	Jul. 28, 2012	Aug. 03, 2013	Jul. 28, 2012
SG&A [Member]
Allocated Share-based Compensation Expense	$ 10	$ 13	$ 14	$ 24
Cost of Sales [Member]
Allocated Share-based Compensation Expense	1	1	2	2
Restructuring and management transition [Member]
Allocated Share-based Compensation Expense	7		16	9
Total [Member]
Allocated Share-based Compensation Expense	$ 18	$ 14	$ 32	$ 35

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Real Estate and Other, Net (Tables)

6 Months Ended

Aug. 03, 2013

Real Estate and Other, Net [Abstract]

Real Estate and Other, Net

	Three Months Ended				Six Months Ended
($ in millions)		August 3,		July 28,		August 3,		July 28,
		2013		2012		2013		2012
Gain on sale or redemption of non-operating assets, net:
Redemption of SPG REIT units	$	-	$	(200)	$	-	$	(200)
Sale of investment in joint venture		(62)		-		(62)		-
Net gain on sale or redemption of non-operating assets		(62)		(200)		(62)		(200)
Dividend income from REITs		-		(2)		-		(5)
Investment income from joint ventures		(2)		(3)		(4)		(6)
Gain on sale of operating assets		(2)		-		(18)		-
Other		(2)		(3)		(6)		(4)
Real estate and other (income)/expense, net	$	(68)	$	(208)	$	(90)	$	(215)

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Long-Term Debt (Details) (USD $)	0 Months Ended		3 Months Ended	6 Months Ended
	Jun. 05, 2013	May 22, 2013	Aug. 03, 2013	Aug. 03, 2013
Extinguishment of Debt, Amount	$ 2,000,000	$ 243,000,000
Early Repayment of Senior Debt	3,000,000	352,000,000	245,000,000	245,000,000
Loss on extinguishment of debt			114,000,000	114,000,000
Senior secured term loan facility		2,250,000,000
Premium Paid [Member]
Loss on extinguishment of debt			110,000,000
Reacquisition Costs [Member]
Loss on extinguishment of debt			2,000,000
Unamortized Debt Issue Costs [Member]
Loss on extinguishment of debt			$ 2,000,000

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Stockholders' Equity (Components of Other Comprehensive Income/ (Loss) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended			6 Months Ended
	Aug. 03, 2013	Jul. 28, 2012		Aug. 03, 2013	Jul. 28, 2012		Jul. 20, 2012	Jul. 19, 2012
Stockholders' Equity [Abstract]
Unrealized gain/(loss), gross amount	$ (4)	$ 8			$ 51
Unrealized gain/(loss) on REITs, tax	1	(2)			(18)
Unrealized gain/(loss), net amount	(3)	6			33
Reclassification adjustment for realized (gain)/loss, gross amount		(270)	[1]		(270)	[1]
Reclassification adjustment for REIT included in net income, tax		96			96
Reclassification adjustment for realized (gain)/loss, net amount		(174)			(174)
Reclassification for amortization of net actuarial loss/(gain), gross amount	44	63		88	127
Reclassification for amortization of net actuarial (gain)/loss included in net periodic benefit expense, tax	(17)	(26)		(33)	(50)
Reclassification for amortization of net actuarial loss/(gain)	27	37		55	77
Reclassification for amortization of prior service cost/(credit), gross amount		(3)		(1)	(7)
Reclassification for amortization of prior service cost/(credit), tax		1			3
Reclassification for amortization of prior service cost/(credit), net amount		(2)		(1)	(4)
Other Comprehensive Income (Loss), before Tax, Total	40	(202)		87	(99)
Accumulated other comprehensive (loss), Deferred Tax Asset	(16)	69		(33)	31
Total other comprehensive income/(loss), net of tax	$ 24	$ (133)		$ 54	$ (68)
REIT unit fair market value SPG								158.13
REIT unit cash price SPG							124.00

[1] The reclassification adjustment for the Simon Property Group, L.P. (SPG) units was calculated by using the closing fair market value per SPG unit of $158.13 on July 19, 2012 for the two million REIT units that were redeemed on July 20, 2012.  The REIT units were redeemed at a price of $124.00 per unit (see Note 10).

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Subsequent Events (Details)	6 Months Ended
	Aug. 03, 2013
Subsequent Events [Abstract]
Subsequent Event, Date	Aug. 22, 2013
Subsequent Event, Description	As authorized by our Company's Board of Directors, the Company adopted a Rights Agreement, dated as of August 22, 2013 (Rights Agreement), by and between the Company and Computershare Inc., as Rights Agent.  Pursuant to the terms of the Rights Agreement that expires on August 20, 2014, one preferred stock purchase right (a Right) was attached to each outstanding share of Common Stock of $0.50 par value of the Company (Common Stock) held by holders of record as of the close of business on September 3, 2013. Additionally, the Company will issue one Right with each new share of Common Stock issued.  The Rights will initially trade with and be inseparable from our Common Stock and will not be evidenced by separate certificates unless they become exercisable. Each Right entitles its holder to purchase from the Company 1/1000th of a share of a newly authorized series of participating preferred stock at an exercise price of $55.00, subject to adjustment in accordance with the terms of the Rights Agreement, once the Rights become exercisable.  In general terms, under the Rights Agreement, the Rights become exercisable if any person or group acquires 10% or more of the Common Stock or, in the case of any person or group that owned 10% or more of the Common Stock as of August 22, 2013, upon the acquisition of any additional shares by such person or group.  This does not include certain affiliates of Vornado Realty Trust so long as such party's beneficial ownership is permitted under such party's letter agreements with the Company. In addition, the Company, its subsidiaries, employee benefit plans of the Company or any of its subsidiaries, and any entity holding Common Stock for or pursuant to the terms of any such plan, are excepted.  Upon exercise of the Right in accordance with the Rights Agreement, the holder would be able to purchase a number of shares of Common Stock from the Company having an aggregate market value (as defined in the Rights Agreement) equal to twice the then-current exercise price for an amount in cash equal to the then-current exercise price. The Rights will not prevent a takeover of our Company, but may cause substantial dilution to a person that acquires 10% or more of our Common Stock.

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Restructuring and Management Transition Charges (Liability Activity) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Aug. 03, 2013	Jul. 28, 2012	Aug. 03, 2013	Jul. 28, 2012
Total [Member]
Restructuring Reserve [Roll Forward]
February 2, 2013			$ 18
Charges	47	159	119	235
Cash payments			(41)
Non-cash			(61)
May 4, 2013	35		35
Supply Chain [Member]
Restructuring Reserve [Roll Forward]
February 2, 2013			2
Charges		10		16
Cash payments			(2)
Home Office And Stores [Member]
Restructuring Reserve [Roll Forward]
February 2, 2013			4
Charges	4	56	32	101
Cash payments			(27)
Non-cash			(1)
May 4, 2013	8		8
Software and Systems [Member]
Restructuring Reserve [Roll Forward]
Charges		36		36
Store Fixtures [Member]
Restructuring Reserve [Roll Forward]
Charges	17	42	45	42
Non-cash			(45)
Management Transition [Member]
Restructuring Reserve [Roll Forward]
Charges	13	10	29	30
Cash payments			(11)
Non-cash			(15)
May 4, 2013	3		3
Other Restructuring And Management Transition [Member]
Restructuring Reserve [Roll Forward]
February 2, 2013			12
Charges	13	5	13	10
Cash payments			(1)
May 4, 2013	$ 24		$ 24

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Aug. 03, 2013	Jul. 28, 2012	Aug. 03, 2013	Jul. 28, 2012
Consolidated Statements of Comprehensive Income/(Loss) [Abstract]
Net income/(loss)	$ (586)	$ (147)	$ (934)	$ (310)
Other comprehensive income/(loss), net of tax:
Unrealized gain/(loss)	(3)	6		33
Reclassification adjustment for realized (gain)/loss		(174)		(174)
Reclassification for amortization of net actuarial loss/(gain)	27	37	55	77
Reclassification for amortization of prior service cost/(credit)		(2)	(1)	(4)
Total other comprehensive income/(loss), net of tax	24	(133)	54	(68)
Total comprehensive income/(loss), net of tax	$ (562)	$ (280)	$ (880)	$ (378)

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Retirement Benefit Plans

6 Months Ended

Aug. 03, 2013

Retirement Benefit Plans [Abstract]

Retirement Benefit Plans

8.  Retirement Benefit Plans

The components of net periodic benefit expense/(income) for our non-contributory qualified defined benefit pension plan(Primary Pension Plan),non-contributory supplemental pension plans and contributory postretirement health and welfare plan are as follows:

($ in millions)		Three Months Ended				Six Months Ended
		August 3,		July 28,		August 3,		July 28,
Primary Pension Plan		2013		2012		2013		2012
Service cost	$	19	$	23	$	39	$	46
Interest cost		51		62		102		124
Expected return on plan assets		(85)		(95)		(170)		(189)
Amortization of actuarial loss/(gain)		38		58		76		116
Amortization of prior service cost/(credit)		2		-		3		-
Net periodic benefit expense/(income)	$	25	$	48	$	50	$	97
Supplemental Pension Plans
Service cost	$	-	$	1	$	-	$	1
Interest cost		3		4		6		7
Amortization of actuarial loss/(gain)		6		5		12		11
Amortization of prior service cost/(credit)		-		-		-		-
Net periodic benefit expense/(income)	$	9	$	10	$	18	$	19
Primary and Supplemental Pension Plans Total
Service cost	$	19	$	24	$	39	$	47
Interest cost		54		66		108		131
Expected return on plan assets		(85)		(95)		(170)		(189)
Amortization of actuarial loss/(gain)		44		63		88		127
Amortization of prior service cost/(credit)		2		-		3		-
Net periodic benefit expense/(income)	$	34	$	58	$	68	$	116
Postretirement Health and Welfare Plan
Service cost	$	-	$	-	$	-	$	-
Interest cost		-		1		-		1
Amortization of actuarial loss/(gain)		-		-		-		-
Amortization of prior service cost/(credit)		(2)		(3)		(4)		(7)
Net periodic benefit expense/(income)	$	(2)	$	(2)	$	(4)	$	(6)
Retirement Benefit Plans Total
Service cost	$	19	$	24	$	39	$	47
Interest cost		54		67		108		132
Expected return on plan assets		(85)		(95)		(170)		(189)
Amortization of actuarial loss/(gain)		44		63		88		127
Amortization of prior service cost/(credit)		-		(3)		(1)		(7)
Net periodic benefit expense/(income)	$	32	$	56	$	64	$	110

Net periodic benefit expense/(income) for our noncontributory postretirement health and welfare plan is predominantly included in SG&A expense in the unaudited Consolidated Statements of Operations.

Defined Contribution Plans

Our defined contribution plans include a qualified Savings, Profit-Sharing and Stock Ownership Plan (401(k) plan), which includes a non-contributory retirement account, and a non-qualified contributory unfunded mirror savings plan offered to certain members of management. Total expense for our defined contribution plans for the second quarters of 2013 and 2012 was $12 million and $14 million, respectively, and was predominantly included in SG&A expenses in the unaudited Consolidated Statements of Operations.  Total expense for the first six months of 2013 and 2012 was $26 million and $30 million, respectively.

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Millions, except Per Share data, unless otherwise specified	Aug. 03, 2013	Feb. 02, 2013	Jul. 28, 2012
Consolidated Balance Sheets [Abstract]
Accumulated depreciation	$ (3,067)	$ (2,880)	$ (3,096)
Common stock, authorized	1,250	1,250	1,250
Common stock, par value per share	$ 0.50	$ 0.50	$ 0.50
Common stock, issued and outstanding	220.4	219.3	218.8

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CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Aug. 03, 2013	Jul. 28, 2012	Aug. 03, 2013	Jul. 28, 2012
Consolidated Statements of Operations [Abstract]
Total net sales	$ 2,663	$ 3,022	$ 5,298	$ 6,174
Cost of goods sold	1,876	2,018	3,699	3,984
Gross margin	787	1,004	1,599	2,190
Operating expenses/(income):
Selling, general and administrative (SG&A)	1,026	1,050	2,104	2,210
Pension	34	58	68	116
Depreciation and amortization	143	128	279	253
Real estate and other, net	(68)	(208)	(90)	(215)
Restructuring and management transition	47	159	119	235
Total operating expenses	1,182	1,187	2,480	2,599
Operating income/(loss)	(395)	(183)	(881)	(409)
Loss on extinguishment of debt	114		114
Net interest expense	95	58	156	114
Income/(loss) before income taxes	(604)	(241)	(1,151)	(523)
Income tax expense/(benefit)	(18)	(94)	(217)	(213)
Net income/(loss)	$ (586)	$ (147)	$ (934)	$ (310)
Earnings/(loss) per share:
Basic	$ (2.66)	$ (0.67)	$ (4.24)	$ (1.42)
Diluted	$ (2.66)	$ (0.67)	$ (4.24)	$ (1.42)
Weighted average shares - basic	220.6	219.3	220.2	218.9
Weighted average shares - diluted	220.6	219.3	220.2	218.9

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Basis of Presentation and Consolidation (Nature of Operations) (Details)	6 Months Ended
	Aug. 03, 2013
Basis of Presentation and Consolidation [Abstract]
Entity Incorporation, State Country Name	Delaware
Date Founded	1924

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Fair Value Disclosures (Tables)

6 Months Ended

Aug. 03, 2013

Fair Value Disclosures

Fair Value, Assets Measured on Recurring Basis [Table Text Block]

			REIT Assets at Fair Value
				Quoted Prices in Active		Significant Other		Significant
($ in millions)		Cost		Markets of Identical Assets		Observable Inputs		Unobservable Inputs
		Basis		(Level 1)		(Level 2)		(Level 3)
August 3, 2013	$	7	$	33	$	-	$	-
July 28, 2012		34		71		-		-
February 2, 2013		7		33		-		-

Fair Value, by Balance Sheet Grouping [Table Text Block]

	August 3, 2013				July 28, 2012				February 2, 2013
($ in millions)		Carrying		Fair		Carrying		Fair		Carrying		Fair
		Amount		Value		Amount		Value		Amount		Value
Long-term debt, including current maturities	$	4,873	$	4,272	$	3,098	$	2,651	$	2,868	$	2,456
Cost investment		36		-		36		-		36		-

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Restructuring and Managment Transition Cummulative Charges (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Aug. 03, 2013	Jul. 28, 2012	Aug. 03, 2013	Jul. 28, 2012
Total [Member]
Charges	$ 47	$ 159	$ 119	$ 235
Restructuring and Related Cost, Cost Incurred to Date			666
Supply Chain [Member]
Charges		10		16
Restructuring and Related Cost, Cost Incurred to Date			60
Home Office And Stores [Member]
Charges	4	56	32	101
Restructuring and Related Cost, Cost Incurred to Date			186
Software and Systems [Member]
Charges		36		36
Restructuring and Related Cost, Cost Incurred to Date			36
Consulting Fees [Member]
Charges		3
Store Fixtures [Member]
Charges	17	42	45	42
Restructuring and Related Cost, Cost Incurred to Date			123
Prototype Store Fixtures [Member]
Charges			9
Home Department Store Fixtures [Member]
Charges	1		7
Depreciation [Member]
Charges	16		29
Management Transition [Member]
Charges	13	10	29	30
Restructuring and Related Cost, Cost Incurred to Date			200
Other Restructuring And Management Transition [Member]
Charges	13	5	13	10
Restructuring and Related Cost, Cost Incurred to Date			$ 61

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Stockholders' Equity (Reclassifications Out of Accumulated Other Comprehensive Income/ (Loss) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended				6 Months Ended
	Aug. 03, 2013		Jul. 28, 2012		Aug. 03, 2013		Jul. 28, 2012
Redemption of SPG REIT units, realized (gain)/loss on REITs			$ (270)	[1]			$ (270)	[1]
Reclassification adjustment for REIT included in net income, tax			96				96
Reclassification adjustment for realized (gain)/loss			(174)				(174)
Reclassification for amortization of net actuarial loss/(gain), gross amount	44		63		88		127
Reclassification for amortization of prior service cost/(credit), gross amount			(3)		(1)		(7)
Total other comprehensive income/(loss), net of tax	24		(133)		54		(68)
Total other comprehensive income/(loss), net of tax	(24)		133		(54)		68
Total reclassifications	(27)		139		(54)		101
Real estate and other, net [Member]
Redemption of SPG REIT units, realized (gain)/loss on REITs			(270)				(270)
Total Amortization Of Retirement Benefit Plans, Net Of Tax [Member]
Total other comprehensive income/(loss), net of tax	27		35		54		73
Total other comprehensive income/(loss), net of tax	(27)		(35)		(54)		(73)
SG&A [Member]
Reclassification for amortization of prior service cost/(credit), gross amount	(2)	[2]	(3)	[2]	(4)	[2]	(7)	[2]
Primary and Supplemental Pension Plan Total [Member]
Reclassification for amortization of net actuarial loss/(gain), gross amount	44	[2]	63	[2]	88	[2]	127	[2]
Reclassification for amortization of prior service cost/(credit), gross amount	2	[2]			3	[2]
Income Tax Expense/ (Benefit) [Member]
Reclassification adjustment for REIT included in net income, tax			96				96
Other Comprehensive (Income) Loss, Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, Tax	$ (17)		$ (25)		$ (33)		$ (47)

[1] The reclassification adjustment for the Simon Property Group, L.P. (SPG) units was calculated by using the closing fair market value per SPG unit of $158.13 on July 19, 2012 for the two million REIT units that were redeemed on July 20, 2012.  The REIT units were redeemed at a price of $124.00 per unit (see Note 10).

[2] These accumulated other comprehensive components are included in the computation of net periodic benefits expense/(income). See Note 8 for additional details.

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Fair Value Disclosures (Other Financial Instruments) (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Aug. 03, 2013	Feb. 02, 2013	Jul. 28, 2012
Fair Value Disclosures
Long-term debt, including current maturities, Carrying Amount	$ 4,873	$ 2,868	$ 3,098
Long-term debt, including current maturities, Fair Value	4,272	2,456	2,651
Cost investment, Carrying Value	$ 36	$ 36	$ 36
Fair Value, Estimate Not Practicable, Reasons, Cost Method Investments	The cost investment is for equity securities that are not registered and freely tradable shares and their fair values are not readily determinable; however, we believe the carrying value approximates or is less than the fair value.

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Stockholders' Equity (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Aug. 03, 2013	Jul. 28, 2012	Aug. 03, 2013	Jul. 28, 2012
February 2, 2013			$ 3,171
Net income/(loss)	(586)	(147)	(934)	(310)
Amounts reclassified from accumulated other comprehensive income	24	(133)	54	(68)
Stock-based compensation			29
August 3, 2013	2,320		2,320
Common Stock [Member]
February 2, 2013, shares			219.3
February 2, 2013			110
Stock-based compensation, shares			1.1
August 3, 2013, shares	220.4		220.4
August 3, 2013	110		110
Additional Paid-in Capital [Member]
February 2, 2013			3,799
Stock-based compensation			29
August 3, 2013	3,828		3,828
Reinvested Earnings/(Accumulated Deficit) [Member]
February 2, 2013			380
Net income/(loss)			(934)
August 3, 2013	(554)		(554)
Accumulated Other Comprehensive Income/(Loss) [Member]
February 2, 2013			(1,118)
Amounts reclassified from accumulated other comprehensive income			54
August 3, 2013	$ (1,064)		$ (1,064)

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Stock-Based Compensation

6 Months Ended

Aug. 03, 2013

Stock-Based Compensation [Abstract]

Stock-Based Compensation

7.  Stock-Based Compensation

We grant stock-based compensation awards to employees and non-employee directors under our equity compensation plan.  On May 18, 2012, our stockholders approved the J. C. Penney Company, Inc. 2012 Long-Term Incentive Plan (2012 Plan), reserving 7 million shares for future grants (1.5 million newly authorized shares plus up to 5.5 million reserved but unissued shares from our prior 2009 Long-Term Incentive Plan (2009 Plan)).  In addition, shares underlying any outstanding stock award or stock option grant cancelled prior to vesting or exercise become available for use under the 2012 Plan.  The 2009 Plan terminated on May 18, 2012, except for outstanding awards, and all subsequent awards have been granted under the 2012 Plan.  As of August 3, 2013, there were approximately 5 million shares of stock available for future grant under the 2012 Plan.

On March 4, 2013, we granted off-cycle awards to employees consisting of approximately 70,000 stock options at an option price of $16.74 and a fair value of $7.88 per option and approximately 94,000time-based restricted stock units (RSU’s) with a fair value of $16.74 per RSU award.

On April3, 2013, we made an annual grant to employees consisting of approximately 3.3 million stock options at an option price of $14.43 and a fair value of $7.07 per option, approximately 621,000 RSU’s with a fair value of $14.43 per RSU award and approximately 998,000 performance-based restricted stock units (PBRSU’s) with a fair value of $14.43 per PBRSU award.The number of PBRSU’s that ultimately vest is dependent on the achievement of a 2013 internal profitability target (performance condition).

During the second quarter of 2013, we granted approximately 74,000 stock options to employees at an option price of $18.98 and a fair value of $9.35 per option.  Additionally, we granted approximately 77,000 time-based RSUs to employees with a fair value of $18.98 per RSU award as well as 64,000 RSUs to directors with a fair value of $18.72 per RSU award.

The following table presents total stock-based compensation costs by line item in the unaudited Interim Consolidated Statements of Operations:

	Three Months Ended				Six Months Ended
($ in millions)		August 3,		July 28,		August 3,		July 28,
		2013		2012		2013		2012
SG&A	$	10	$	13	$	14	$	24
Cost of goods sold		1		1		2		2
Restructuring and management transition (Note 9)		7		-		16		9
Total stock-based compensation	$	18	$	14	$	32	$	35

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Earnings/(Loss) per Share (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Aug. 03, 2013	Jul. 28, 2012	Aug. 03, 2013	Jul. 28, 2012
Earnings Per Share Abstract
Net income/(loss)	$ (586)	$ (147)	$ (934)	$ (310)
Weighted average common shares outstanding (basic shares)	220.6	219.3	220.2	218.9
Weighted average shares assuming dilution (diluted shares)	220.6	219.3	220.2	218.9
Basic	$ (2.66)	$ (0.67)	$ (4.24)	$ (1.42)
Diluted	$ (2.66)	$ (0.67)	$ (4.24)	$ (1.42)
Stock options, restricted stock awards and warrant	25.0	25.7	25.0	25.4

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Retirement Benefit Plans (Net Periodic Expense) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Aug. 03, 2013	Jul. 28, 2012	Aug. 03, 2013	Jul. 28, 2012
Net periodic plan expense/(income)	$ 34	$ 58	$ 68	$ 116
Retirement Benefit Plans Total [Member]
Service cost	19	24	39	47
Interest cost	54	67	108	132
Expected return on plan assets	(85)	(95)	(170)	(189)
Amortization of acruarial loss/(gain)	44	63	88	127
Amortization of prior service cost/(credit)		(3)	(1)	(7)
Net periodic plan expense/(income)	32	56	64	110
Primary and Supplemental Pension Plan Total [Member]
Service cost	19	24	39	47
Interest cost	54	66	108	131
Expected return on plan assets	(85)	(95)	(170)	(189)
Amortization of acruarial loss/(gain)	44	63	88	127
Amortization of prior service cost/(credit)	2		3
Net periodic plan expense/(income)	34	58	68	116
Primary Pension Plan [Member]
Service cost	19	23	39	46
Interest cost	51	62	102	124
Expected return on plan assets	(85)	(95)	(170)	(189)
Amortization of acruarial loss/(gain)	38	58	76	116
Amortization of prior service cost/(credit)	2		3
Net periodic plan expense/(income)	25	48	50	97
Supplemental Pension Plans [Member]
Service cost		1		1
Interest cost	3	4	6	7
Amortization of acruarial loss/(gain)	6	5	12	11
Net periodic plan expense/(income)	9	10	18	19
Postretirement Health and Welfare Plan [Member]
Interest cost		1		1
Amortization of prior service cost/(credit)	(2)	(3)	(4)	(7)
Net periodic plan expense/(income)	$ (2)	$ (2)	$ (4)	$ (6)

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Real Estate and Other, Net

6 Months Ended

Aug. 03, 2013

Real Estate and Other, Net [Abstract]

Real Estate and Other, Net

10.  Real Estate and Other, Net

Real estate and other consists of ongoing operating income from our real estate subsidiaries whose investments are in REITs, as well as investments in joint ventures that own regional mall properties.  Real estate and other also includes net gains from the sale of facilities and equipment that are no longer used in operations, asset impairments and other non-operating charges and credits.  The composition of real estate and other, net was as follows:

	Three Months Ended				Six Months Ended
($ in millions)		August 3,		July 28,		August 3,		July 28,
		2013		2012		2013		2012
Gain on sale or redemption of non-operating assets, net:
Redemption of SPG REIT units	$	-	$	(200)	$	-	$	(200)
Sale of investment in joint venture		(62)		-		(62)		-
Net gain on sale or redemption of non-operating assets		(62)		(200)		(62)		(200)
Dividend income from REITs		-		(2)		-		(5)
Investment income from joint ventures		(2)		(3)		(4)		(6)
Gain on sale of operating assets		(2)		-		(18)		-
Other		(2)		(3)		(6)		(4)
Real estate and other (income)/expense, net	$	(68)	$	(208)	$	(90)	$	(215)

REIT Assets

On July 20, 2012, SPG redeemed two million of our REIT units at a price of $124.00 per unit for a total redemption price of $246 million, net of fees.  As of the market close on July 19, 2012, the SPG REIT units had a fair market value of $158.13 per unit.    In connection with the redemption, we realized a net gain of $200 million determined using the first-in-first-out method for determining the cost of REIT units sold.  Following the transaction, we continue to hold approximately 205,000 REIT units in SPG.

Joint Venture

During the second quarter of 2013, we sold our investment in a joint venture that owns regional mall properties for $55 million, resulting in a net gain of $62 million.  The gain exceeded the cash proceeds as a result of distributions of cash related to refinancing transactions in prior periods that were recorded as net reductions in the carrying amount of the investment. The net book value of the joint venture investment was a negative $7 million and was included in Other liabilities in the Consolidated Balance Sheets.

Operating Assets

During the first quarter of 2013, we sold our leasehold interest of a former department store location with a net book value of $2 million for net proceeds of $18 million, realizing a gain of $16 million.  During the second quarter of 2013, we sold two properties, realizing a gain of $2 million.

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Stockholders' Equity

6 Months Ended

Aug. 03, 2013

Stockholders' Equity [Abstract]

Stockholders' Equity

6.  Stockholders’ Equity

The following table shows the change in the components of stockholders’ equity for the six months ended August 3, 2013:

	Number						Reinvested		Accumulated
	of				Additional		Earnings/		Other		Total
(in millions)	Common		Common		Paid-in		(Accumulated		Comprehensive		Stockholders’
	Shares		Stock		Capital		Deficit)		Income/(Loss)		Equity
February 2, 2013	219.3	$	110	$	3,799	$	380	$	(1,118)	$	3,171
Net income/(loss)	-		-		-		(934)		-		(934)
Other comprehensive income/(loss)	-		-		-		-		54		54
Stock-based compensation	1.1		-		29		-		-		29
August 3, 2013	220.4	$	110	$	3,828	$	(554)	$	(1,064)	$	2,320

The tax effects allocated to each component of other comprehensive income/(loss) are as follows:

	Three Months Ended
	August 3, 2013							July 28, 2012
			Income							Income
			Tax							Tax
($ in millions)	Gross		(Expense)/		Net		Gross			(Expense)/		Net
	Amount		Benefit		Amount		Amount			Benefit		Amount
REITs
Unrealized gain/(loss)	$	(4)	$	1	$	(3)	$	8		$	(2)	$	6
Reclassification adjustment for realized (gain)/loss		-		-		-		(270)	(1)		96		(174)
Retirement benefit plans
Reclassification for amortization of net actuarial loss/(gain)		44		(17)		27		63			(26)		37
Reclassification for amortization of prior service cost/(credit)		-		-		-		(3)			1		(2)
Total	$	40	$	(16)	$	24	$	(202)		$	69	$	(133)

	Six Months Ended
	August 3, 2013							July 28, 2012
			Income							Income
			Tax							Tax
($ in millions)	Gross		(Expense)/		Net		Gross			(Expense)/		Net
	Amount		Benefit		Amount		Amount			Benefit		Amount
REITs
Unrealized gain/(loss)	$	-	$	-	$	-	$	51		$	(18)	$	33
Reclassification adjustment for realized (gain)/loss		-		-		-		(270)	(1)		96		(174)
Retirement benefit plans
Reclassification for amortization of net actuarial loss/(gain)		88		(33)		55		127			(50)		77
Reclassification for amortization of prior service cost/(credit)		(1)		-		(1)		(7)			3		(4)
Total	$	87	$	(33)	$	54	$	(99)		$	31	$	(68)

(1) The reclassification adjustment for the Simon Property Group, L.P. (SPG) units was calculated by using the closing fair market value perSPG unit of $158.13 on July 19, 2012 for the two million REIT units that were redeemed on July 20, 2012.  The REIT units were redeemed at a price of $124.00 per unit (see Note 10). 

The following table shows the changes in accumulated other comprehensive income/(loss) balances for the six months ended August 3, 2013:

	Unrealized						Accumulated Other
($ in millions)	Gain/(Loss)		Net Actuarial		Prior Service		Comprehensive
	on REITs		Gain/(Loss)		Credit/(Cost)		Income/(Loss)
February 2, 2013	$	17	$	(1,121)	$	(14)	$	(1,118)
Amounts reclassified from accumulated other comprehensive income		-		55		(1)		54
Net current-period other comprehensive income		-		55		(1)		54
August 3, 2013	$	17	$	(1,066)	$	(15)	$	(1,064)

Reclassifications out of accumulated other comprehensive income/(loss) are as follows:

	Amount Reclassified from Accumulated Other Comprehensive Income/(Loss)
	Three Months Ended				Six Months Ended				Line Item in the
($ in millions)		August 3,		July 28,		August 3,		July 28,	Unaudited Consolidated
		2013		2012		2013		2012	Statements of Operations
Realized (gain)/loss on REITs
Redemption of SPG REIT units	$	-	$	(270)	$	-	$	(270)	Real estate and other, net
Tax (expense)/benefit		-		96		-		96	Income tax expense/(benefit)
Total, net of tax		-		(174)		-		(174)
Amortization of retirement benefit plans
Actuarial loss/(gain)(1)		44		63		88		127	Pension
Prior service cost/(credit)(1)		2		-		3		-	Pension
Prior service cost/(credit)(1)		(2)		(3)		(4)		(7)	SG&A
Tax (expense)/benefit		(17)		(25)		(33)		(47)	Income tax expense/(benefit)
Total, net of tax		27		35		54		73
Total reclassifications	$	27	$	(139)	$	54	$	(101)

(1) These accumulated other comprehensive components are included in the computation of net periodic benefits expense/(income).  See Note 8 for additional details.

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Basis of Presentation and Consolidation

6 Months Ended

Aug. 03, 2013

Basis of Presentation and Consolidation [Abstract]

Basis of Presentation and Consolidation

1.  Basis of Presentation and Consolidation

Basis of Presentation

J. C. Penney Company, Inc. is a holding company whose principal operating subsidiary is J. C. Penney Corporation, Inc. (JCP). JCP was incorporated in Delaware in 1924, and J. C. Penney Company, Inc. was incorporated in Delaware in 2002, when the holding company structure was implemented. The holding company has no independent assets or operations, and no direct subsidiaries other than JCP. The holding company and its consolidated subsidiaries, including JCP, are collectively referred to in this quarterly report as “we,” “us,” “our,” “ourselves” or the “Company,” unless otherwise indicated.

J. C. Penney Company, Inc. is a co-obligor (or guarantor, as appropriate) regarding the payment of principal and interest on JCP’s outstanding debt securities. The guarantee of certain of JCP’s outstanding debt securities by J. C. Penney Company, Inc. is full and unconditional.

These unaudited Interim Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and in accordance with the rules and regulations of the Securities and Exchange Commission (SEC).  The accompanying unaudited Interim Consolidated Financial Statements, in our opinion, include all material adjustments necessary for a fair presentation and should be read in conjunction with the audited Consolidated Financial Statements and notes thereto in our Annual Report on Form 10-K for the fiscal year ended February 2, 2013 (2012 Form 10-K). We follow substantially the same accounting policies to prepare quarterly financial statements as are followed in preparing annual financial statements. A description of such significant accounting policies is included in the 2012 Form 10-K. The February 2, 2013 financial information was derived from the audited Consolidated Financial Statements, with related footnotes, included in the 2012 Form 10-K. Because of the seasonal nature of the retail business, operating results for interim periods are not necessarily indicative of the results that may be expected for the full year.

Fiscal Year

Our fiscal year ends on the Saturday closest to January 31.  As used herein, “three months ended August 3, 2013” and “three months ended July 28, 2012” refer to the 13-week periods ended August 3, 2013 and July 28, 2012, respectively.  “Six months ended August 3, 2013” or “2013 first half,” and “six months ended July 28, 2012,” or  “2012 first half,” refer to the 26-week periods ended August 3, 2013 and July 28, 2012, respectively.  Fiscal year 2013 contains 52 weeks and fiscal year 2012 contained 53 weeks.

Basis of Consolidation

All significant intercompany transactions and balances have been eliminated in consolidation.Certain reclassifications were made to prior period amounts to conform to the current period presentation.  None of the reclassifications affected our net income/(loss) in any period.

Use of Estimates and Assumptions

The preparation of unaudited Interim Consolidated Financial Statements, in conformity with GAAP, requires us to make assumptions and use estimates that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  The most significant estimates relate to: inventory valuation under the retail method; valuation of long-lived assets and indefinite-lived intangible assets for impairments; estimation of reserves and valuation allowances specifically related to closed stores, insurance, income taxes, litigation and environmental contingencies and pension accounting. While actual results could differ from these estimates, we do not expect the differences, if any, to have a material effect on the unaudited Interim Consolidated Financial Statements.

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Income Taxes (Narrative) (Details) (USD $)	3 Months Ended		6 Months Ended
	Aug. 03, 2013	Jul. 28, 2012	Aug. 03, 2013	Jul. 28, 2012
Effective Income Tax Rate, Continuing Operations	(3.00%)	(39.00%)	(18.90%)	(40.70%)
Valuation Allowances and Reserves, Period Increase (Decrease)	$ 218,000,000
Valuation Allowance, Methodologies and Assumptions	In assessing the need for the valuation allowance, we considered both positive and negative evidence related to the likelihood of realization of the deferred tax assets.  In the second quarter, our net deferred tax position, exclusive of any valuation allowance, changed from a net deferred tax liability to a net deferred tax asset.  In addition, we heavily weighted the negative evidence of cumulative losses in recent periods and the positive evidence of future reversals of existing temporary differences.  Although a sizable portion of our losses in recent years were the result of charges incurred for restructuring and other special items, even without these charges we still would have incurred significant losses.  Accordingly, we considered our pattern of recent losses to be relevant to our analysis.  Considering this pattern of recent losses and the uncertainties associated with projected future taxable income exclusive of reversing temporary differences, we gave no weight to projections showing future U.S. taxable income for purposes of assessing the need for a valuation allowance.
Valuation Allowance, Commentary	As a result of our assessment, we concluded that our net deferred tax assets required a valuation allowance. Our estimate of the realization of deferred tax assets was based solely on future reversals of existing taxable temporary differences and tax planning strategies that we would make use of to accelerate taxable income to utilize expiring carryforwards.
Valuation Allowances and Reserves, Balance	298,000,000		298,000,000
Income tax benefit	18,000,000	94,000,000	217,000,000	213,000,000
Income tax benefit, intraperiod tax allocation	17,000,000
Operating Loss Carryforwards	2,300,000,000		2,300,000,000
Domestic Tax Authority [Member]
Valuation Allowances and Reserves, Period Increase (Decrease)	183,000,000
Valuation allowance	183,000,000		183,000,000
Net operating loss carryforward	613,000,000		613,000,000
State and Local Jurisdiction [Member]
Valuation Allowances and Reserves, Period Increase (Decrease)	35,000,000
Valuation allowance	115,000,000		115,000,000
Net operating loss carryforward	53,000,000		53,000,000
Operating Loss Carryforward 2013 [Member]
Operating Loss Carryforwards, Expiration Date			Jan. 28, 2033
Operating Loss Carryforward 2012 [Member]
Operating Loss Carryforwards, Expiration Date			Jan. 29, 2032
Federal And State [Member]
Other Tax Expense (Benefit)	(9,000,000)
State and Foreign [Member]
Other Tax Expense (Benefit)	6,000,000
Amortization Of Certain Indefinite-Lived Intangible Assets [Member]
Other Tax Expense (Benefit)	$ 2,000,000

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Long-Term Debt Tender Offer (Details)	0 Months Ended			3 Months Ended
	May 22, 2013	May 14, 2013	Apr. 30, 2013	Aug. 03, 2013
Debt Instruments [Abstract]
Debt Instrument, Redemption, Description		On May 14, 2013, we announced that we had amended our previously announced Tender Offer (Amended Tender Offer) and related solicitation of consents to extend the expiration date of the consent solicitation and to increase the tender consideration. The Amended Tender Offer increased the total consideration from $1,350 to $1,450 per $1,000 principal amount of the Notes (Amended Tender Offer Consideration); extended the expiration date of the consent solicitation from May 13, 2013 to May 20, 2013 (Consent Expiration) and extended the expiration of the tender offer from May 28, 2013 to June 4, 2013 (Expiration Time)	On April 30, 2013 we announced the commencement of a cash tender offer (Tender Offer) and consent solicitation for our 7.125% Debentures Due 2023 (Notes) for total consideration consisting of an amount equal to $1,350 per $1,000 principal amount of Notes, including a consent payment in the amount equal to $50 per $1,000 principal amount of Notes. We solicited consents to effect certain proposed amendments to the indenture, as amended and supplemented, governing the Notes (the Indenture) that would eliminate most of the restrictive covenants and certain events of default and other provisions in the Indenture (Proposed Amendments).	Holders that validly tendered their Notes prior to the Consent Expiration, as extended, received the Amended Tender Offer Consideration. Holders that validly tendered their Notes after the Consent Expiration, as extended, but prior to the Expiration Time, as extended, received only the tender offer consideration of $1,400 per $1,000 principal amount of the Notes (Tender Offer Consideration). Holders whose Notes were accepted for purchase in the Amended Tender Offer also received accrued and unpaid interest to, but not including, the applicable payment date for the Notes.
Debt Instrument, Redemption Period, Start Date			Apr. 30, 2013
Debt Instrument, Redemption Period, End Date				Jun. 04, 2013
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed	95.41%

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Recently Issued Accounting Pronouncement

6 Months Ended

Aug. 03, 2013

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

Recently Issued Accounting Pronouncement

13. Recently Issued Accounting Pronouncement

In July 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2013-11, Income Taxes (Topic 740) - Presentation of an Unrecognized Tax Benefit when a Net Operating Loss Carryforward or Tax Credit Carryforward Exists.This update provides that an entity's unrecognized tax benefit, or a portion of its unrecognized tax benefit, should be presented in its financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, with one exception. That exception states that, to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position, or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This update applies prospectively to all entities that have unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. Retrospective application is also permitted. This update is effective for annual periods, and interim periods within those years, beginning after December 15, 2013. We do not anticipate the adoption to have a material impact on our consolidated results operations, cash flows or financial position.

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Restructuring and Management Transition

6 Months Ended

Aug. 03, 2013

Restructuring and Management Transition [Abstract]

Restructuring and Management Transition

9.  Restructuring and Management Transition

The composition of restructuring and management transition charges was as follows:

	Three Months Ended				Six Months Ended					Cumulative
($ in millions)		August 3,		July 28,		August 3,		July 28,		Amount Through
		2013		2012		2013		2012		August 3, 2013
Supply chain	$	-	$	10	$	-	$	16	$	60
Home office and stores		4		56		32		101		186
Software and systems		-		36		-		36		36
Store fixtures		17		42		45		42		123
Management transition		13		10		29		30		200
Other		13		5		13		10		61
Total	$	47	$	159	$	119	$	235	$	666

Supply chain

As a result of consolidating and streamlining our supply chain organization as part of a restructuring program that began in 2011, during the three and six months ended July 28, 2012 we recorded charges of $10 million and $16 million, respectively, related to increased depreciation, termination benefits and unit closing costs. This restructuring activity was completed during the third quarter of 2012.

Home office and stores

During the three months ended August 3, 2013 and July 28, 2012, we recorded $4 million and $56 million, respectively, of charges associated with employee termination benefits for actions to reduce our store and home office expenses.  During the six months ended August 3, 2013 and July 28, 2012, we recorded charges of $32 million and $101 million, respectively.

Software and systems

During the three and six months ended July 28, 2012, we recorded a charge of $36 million related to the disposal of software and systems that based on our evaluation no longer supported our then current strategy.  Included in this amount is $3 million of consulting fees related to that evaluation.

Store fixtures

During the three months ended August 3, 2013, we recorded $1 million of charges for the write-off of store fixtures related to the renovations in our home department and $16 million of increased depreciation as a result of shortening the useful lives of fixtures in our department stores that were replaced during the first half of 2013 or are expected to be replaced during 2013. 

During the six months ended August 3, 2013, we recorded $7 million of charges for the write-off of store fixtures related to the renovations in our home department and $29 million of increased depreciation as a result of shortening the useful lives of fixtures in our department stores that were replaced during the first half of 2013 or are expected to be replaced during 2013.  In addition, during the six months ended August 3, 2013, we recorded $9 million of charges for the impairment of certain store fixtures related to our former shops strategy that were used in our prototype department store.

During the three and six months ended July 28, 2012, we recorded $42 million of charges related to the replacement of store fixtures in connection with the launch of our first 10 attractions in August and September of 2012.   

Management transition

During the three months ended August 3, 2013 and July 28, 2012, we implemented several changes within our management leadership team that resulted in management transition costs of $13 million and $10 million, respectively, for both incoming and outgoing members of management.  During the six months ended August 3, 2013 and July 28, 2012, we recorded management transition charges of $29 million and $30 million, respectively.

Other

During the three months ended August 3, 2013 and July 28, 2012, we recorded $13 million and $5 million, respectively, of miscellaneous restructuring charges.  During the six months ended August 3, 2013 and July 28, 2012, we recorded $13 million and $10 million, respectively, of miscellaneous restructuring charges.  The charges during the second quarter of 2013 were related to contract termination costs associated with our previous marketing and shops strategy.  The charges in the first quarter of 2012 were primarily related to the exit of our specialty websites CLAD^TM and Gifting Grace^TMand the charges in the second quarter of 2012 were primarily related to costs associated with the closing of our Pittsburgh, Pennsylvania customer call center.  

Activity for the restructuring and management transition liability forthe six months ended August 3, 2013 was as follows:

($ in millions)		Supply		Home Office		Store		Management
		Chain		and Stores		Fixtures		Transition		Other		Total
February 2, 2013	$	2	$	4	$	-	$	-	$	12	$	18
Charges		-		32		45		29		13		119
Cash payments		(2)		(27)		-		(11)		(1)		(41)
Non-cash		-		(1)		(45)		(15)		-		(61)
August 3, 2013	$	-	$	8	$	-	$	3	$	24	$	35

Non-cash amounts represent charges that do not result in cash expenditures including increased depreciation, write-off of store fixtures and stock-based compensation expense for accelerated vesting related to terminations.

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Earnings/(Loss) per Share (Tables)

6 Months Ended

Aug. 03, 2013

Earnings Per Share Abstract

Earnings/(Loss) per Share

	Three Months Ended				Six Months Ended
(in millions, except per share data)		August 3,		July 28,		August 3,		July 28,
		2013		2012		2013		2012
Earnings/(loss)
Net income/(loss)	$	(586)	$	(147)	$	(934)	$	(310)
Shares
Weighted average common shares outstanding (basic shares)		220.6		219.3		220.2		218.9
Adjustment for assumed dilution:
Stock options, restricted stock awards and warrant		-		-		-		-
Weighted average shares assuming dilution (diluted shares)		220.6		219.3		220.2		218.9
EPS
Basic	$	(2.66)	$	(0.67)	$	(4.24)	$	(1.42)
Diluted	$	(2.66)	$	(0.67)	$	(4.24)	$	(1.42)

Antidilutive common stock

	Three Months Ended			Six Months Ended
(Shares in millions)		August 3,	July 28,		August 3,	July 28,
		2013	2012		2013	2012
Stock options, restricted stock awards and warrant		25.0	25.7		25.0	25.4

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Subsequent Events

6 Months Ended

Aug. 03, 2013

Subsequent Events [Abstract]

Subsequent Events [Text Block]

14.  Subsequent Event

As authorized by our Company’s Board of Directors, the Company adopted a Rights Agreement, dated as of August 22, 2013(Rights Agreement), by and between the Company and Computershare Inc., as Rights Agent.  Pursuant to the terms of the Rights Agreement that expires on August 20, 2014, one preferred stock purchase right (a Right) was attached to each outstanding share of Common Stock of $0.50 par value of the Company (Common Stock) held by holders of record as of the close of business on September 3, 2013.  Additionally, the Company will issue one Right with each new share of Common Stock issued.  The Rights will initially trade with and be inseparable from our Common Stock and will not be evidenced by separate certificates unless they become exercisable.

Each Right entitles its holder to purchase from the Company 1/1000th of a share of a newly authorized series of participating preferred stock at an exercise price of $55.00, subject to adjustment in accordance with the terms of the Rights Agreement, once the Rights become exercisable.  In general terms, under the Rights Agreement, the Rights become exercisable if any person or group acquires 10% or more of the Common Stock or, in the case of any person or group that owned 10% or more of the Common Stock as of August 22, 2013, upon the acquisition of any additional shares by such person or group.  Thisdoes not include certain affiliates of Vornado Realty Trust so long as such party's beneficial ownership is permitted under such party's letter agreements with the Company.  In addition, the Company, its subsidiaries, employee benefit plans of the Company or any of its subsidiaries, and any entity holding Common Stock for or pursuant to the terms of any such plan, are excepted.  Upon exercise of the Right in accordance with the Rights Agreement, the holder would be able to purchase a number of shares of Common Stock from the Company having an aggregate market value (as defined in the Rights Agreement) equal to twice the then-current exercise price for an amount in cash equal to the then-current exercise price. The Rights will not prevent a takeover of our Company, but may cause substantial dilution to a person that acquires 10% or more of our Common Stock.

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Document and Entity Information	3 Months Ended
	Aug. 03, 2013	Jun. 07, 2013
Document and Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Aug. 03, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q2
Entity Registrant Name	J C PENNEY CO INC
Entity Central Index Key	0001166126
Current Fiscal Year End Date	--02-01
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		220,564,447
Trading Symbol	jcp

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Basis of Presentation and Consolidation (Policy)

6 Months Ended

Aug. 03, 2013

Basis of Presentation and Consolidation [Abstract]

Consolidation, Policy [Text Block]

J. C. Penney Company, Inc. is a holding company whose principal operating subsidiary is J. C. Penney Corporation, Inc. (JCP). JCP was incorporated in Delaware in 1924, and J. C. Penney Company, Inc. was incorporated in Delaware in 2002, when the holding company structure was implemented. The holding company has no independent assets or operations, and no direct subsidiaries other than JCP. The holding company and its consolidated subsidiaries, including JCP, are collectively referred to in this quarterly report as “we,” “us,” “our,” “ourselves” or the “Company,” unless otherwise indicated.

J. C. Penney Company, Inc. is a co-obligor (or guarantor, as appropriate) regarding the payment of principal and interest on JCP’s outstanding debt securities. The guarantee of certain of JCP’s outstanding debt securities by J. C. Penney Company, Inc. is full and unconditional.

These unaudited Interim Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and in accordance with the rules and regulations of the Securities and Exchange Commission (SEC).  The accompanying unaudited Interim Consolidated Financial Statements, in our opinion, include all material adjustments necessary for a fair presentation and should be read in conjunction with the audited Consolidated Financial Statements and notes thereto in our Annual Report on Form 10-K for the fiscal year ended February 2, 2013 (2012 Form 10-K). We follow substantially the same accounting policies to prepare quarterly financial statements as are followed in preparing annual financial statements. A description of such significant accounting policies is included in the 2012 Form 10-K. The February 2, 2013 financial information was derived from the audited Consolidated Financial Statements, with related footnotes, included in the 2012 Form 10-K. Because of the seasonal nature of the retail business, operating results for interim periods are not necessarily indicative of the results that may be expected for the full year.

Fiscal Period, Policy [Policy Text Block]

Fiscal Year

Our fiscal year ends on the Saturday closest to January 31.  As used herein, “three months ended August 3, 2013” and “three months ended July 28, 2012” refer to the 13-week periods ended August 3, 2013 and July 28, 2012, respectively.  “Six months ended August 3, 2013” or “2013 first half,” and “six months ended July 28, 2012,” or  “2012 first half,” refer to the 26-week periods ended August 3, 2013 and July 28, 2012, respectively.  Fiscal year 2013 contains 52 weeks and fiscal year 2012 contained 53 weeks.

Use of Estimates, Policy [Policy Text Block]

Use of Estimates and Assumptions

The preparation of unaudited Interim Consolidated Financial Statements, in conformity with GAAP, requires us to make assumptions and use estimates that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  The most significant estimates relate to: inventory valuation under the retail method; valuation of long-lived assets and indefinite-lived intangible assets for impairments; estimation of reserves and valuation allowances specifically related to closed stores, insurance, income taxes, litigation and environmental contingencies and pension accounting. While actual results could differ from these estimates, we do not expect the differences, if any, to have a material effect on the unaudited Interim Consolidated Financial Statements.

Reclassification, Policy [Policy Text Block]

Certain reclassifications were made to prior period amounts to conform to the current period presentation.  None of the reclassifications affected our net income/(loss) in any period.