UNITED STATES

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 8-K

CURRENT REPORTPursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported) September 10, 2014

J. C. PENNEY COMPANY, INC.(Exact name of registrant as specified in its charter)

Delaware 1-15274 26-0037077

(State or other jurisdictionof incorporation)

(CommissionFile Number)

(IRS EmployerIdentification No.)

6501 Legacy DrivePlano, Texas 75024-3698

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (972) 431-1000

Not applicable(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant underany of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On September 10, 2014, J. C. Penney Corporation, Inc. (“JCP”) and J. C. Penney Company, Inc. (the “Co-Obligor” and, together withJCP, the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, asrepresentative of the several underwriters named therein (collectively, the “Underwriters”), providing for the offer and sale by JCP of$400,000,000 aggregate principal amount of 8.125% Senior Notes due 2019 (the “Notes”), for which the Co-Obligor will be a co-obligor.The offering of the Notes was registered under the Securities Act of 1933, as amended, and was made pursuant to the Company’sRegistration Statement on Form S-3, Reg. Nos. 333-188106 and 333-188106-01 and the Prospectus included therein, filed by the Companywith the Securities and Exchange Commission on April 24, 2013, and supplemented by the Prospectus Supplements dated August 26, 2013and September 10, 2014.

The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides forcustomary indemnification by each of the Company and the Underwriters against certain liabilities arising out of or in connection with thesale of the Notes and customary contribution provisions in respect of those liabilities.

Certain of the Underwriters and their related entities have engaged and may engage in various financial advisory, commercial bankingand investment banking transactions with the Company in the ordinary course of their business, for which they have received, or willreceive, customary compensation and expenses.

The Notes are to be issued under an Indenture, dated September 15, 2014 (the “Base Indenture”), among the Company andWilmington Trust, National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, datedSeptember 15, 2014, among the Company and the Trustee (the “Supplemental Indenture,” and the Base Indenture as so supplemented, the“Indenture”). The Notes will bear interest at a rate of 8.125% per year. Interest on the Notes will be payable on April 1 and October 1 ofeach year, commencing on April 1, 2015. The Notes will mature on October 1, 2019. The form of Note is filed herewith as Exhibit 4.2 andis incorporated herein by reference.

At any time, and from time to time, prior to the maturity of the Notes, the Company may redeem the Notes in whole or in part, at theCompany’s option, at a redemption price equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed and (2) thesum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date ofredemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at theapplicable treasury rate plus 50 basis points, plus, in each case, any accrued and unpaid interest to, but not including, the date ofredemption.

The Indenture contains covenants that, among other things, will limit JCP’s ability to consolidate, merge or sell all or substantially allof its properties or assets, to create liens and to engage in certain sale and lease-back transactions. If a change of control occurs and inconnection therewith the Notes are downgraded by each of Standard & Poor’s Rating Services, Moody’s Investors Service, Inc. and FitchRatings, the Company must offer to repurchase all of the Notes at a price equal to 101% of the principal amount plus any accrued andunpaid interest to, but not including, the repurchase date.

The foregoing descriptions of the material terms of the Underwriting Agreement, the Base Indenture, the Supplemental Indenture andthe Notes are qualified in their respective entireties by reference to Exhibits 1.1, 4.1 and 4.2 hereto which are filed herewith and areincorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits ExhibitNumber Description of Exhibit

1.1

Underwriting Agreement, dated September 10, 2014, among J. C. Penney Company, Inc., J. C. Penney Corporation, Inc. andJ.P. Morgan Securities LLC, as representative of the Underwriters

4.1

Indenture, dated September 15, 2014, among J. C. Penney Company, Inc., J. C. Penney Corporation, Inc. and WilmingtonTrust, National Association

4.2

First Supplemental Indenture (including the form of Note), dated September 15, 2014, among J. C. Penney Company, Inc., J.C. Penney Corporation, Inc. and Wilmington Trust, National Association

5.1 Opinion Letter of Skadden, Arps, Slate, Meagher & Flom LLP regarding the validity of the Notes

12 Statement of Computation of Ratio of Earnings to Fixed Charges

23.1 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included as part of Exhibit 5.1)

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SIGNATURES

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

J. C. PENNEY COMPANY, INC.

By: /s/ Edward J. Record Edward J. Record Executive Vice President and Chief Financial Officer

Date: September 15, 2014

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EXHIBIT INDEX Exhibit Number Description of Exhibit

1.1

Underwriting Agreement, dated September 10, 2014, among J. C. Penney Company, Inc., J. C. PenneyCorporation, Inc. and J.P. Morgan Securities LLC, as representative of the Underwriters

4.1

Indenture, dated September 15, 2014, among J. C. Penney Company, Inc., J. C. Penney Corporation, Inc. andWilmington Trust, National Association

4.2

First Supplemental Indenture (including the form of Note), dated September 15, 2014, among J. C. PenneyCompany, Inc., J. C. Penney Corporation, Inc. and Wilmington Trust, National Association

5.1 Opinion Letter of Skadden, Arps, Slate, Meagher & Flom LLP regarding the validity of the Notes

12 Statement of Computation of Ratio of Earnings to Fixed Charges

23.1 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included as part of Exhibit 5.1)

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Exhibit 1.1

J. C. PENNEY CORPORATION, INC.as Issuer

J. C. PENNEY COMPANY, INC.as Co-Obligor

$400,000,000 8.125% Senior Notes due 2019

Underwriting Agreement

September 10, 2014

J.P. Morgan Securities LLC

As Representative of theseveral Underwriters listedin Schedule 1 hereto

c/o J.P. Morgan Securities LLC383 Madison AvenueNew York, New York 10179

Ladies and Gentlemen:

J. C. Penney Corporation, Inc., a Delaware corporation (the “Issuer”), as issuer, and J. C. Penney Company, Inc., a Delawarecorporation (the “Company”), as co-obligor, propose to issue and sell to the several Underwriters listed in Schedule 1 hereto (the“Underwriters”), for whom you are acting as representative (the “Representative”), $400,000,000 principal amount of 8.125% Senior Notesdue 2019 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of September 15, 2014 (the “BaseIndenture”) among the Issuer, the Company and Wilmington Trust, National Association, as trustee (the “Trustee”), as supplemented by aSupplemental Indenture to be dated as of September 15, 2014 (the “Supplemental Indenture” and, together with the Base Indenture, the“Indenture”).

The Company and the Issuer hereby confirm their agreement with the several Underwriters concerning the purchase and sale of theSecurities, as follows:

1. Registration Statement. The Company and the Issuer have prepared and filed with the Securities and Exchange Commission (the“Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the“Securities Act”), a registration statement on Form S-3 (File No. 333-188106), including a base prospectus dated August 23, 2013 includedtherein (the “Base Prospectus”), relating to the Securities. Such registration statement, as amended at the time it became (or is deemed tohave become) effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be partof the registration statement at the time of its effectiveness (or at such deemed time of effectiveness pursuant to Rule 430B) (“Rule 430Information”), is referred to herein as the “Registration Statement.” Any preliminary prospectus supplement describing the offering of theSecurities that is used prior to the filing of the Prospectus (as defined below), together with the Base Prospectus, is called a “PreliminaryProspectus,” and the term “Prospectus” means the prospectus supplement to the Base Prospectus, together with the Base Prospectus, thatdescribes the offering of the Securities in the form first used (or made available upon request of purchasers pursuant to Rule 173 under theSecurities Act) in connection with confirmation of sales of the Securities. Any reference in this Agreement to the Registration Statement,any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference thereinpursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration

Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment” or“supplement” with respect to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to andinclude any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of theCommission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms usedbut not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus.

At or prior to the Applicable Time (as defined below), the Company and the Issuer had prepared the following information(collectively, the “Pricing Disclosure Package”): a Preliminary Prospectus dated September 9, 2014, and each “free-writing prospectus” (asdefined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto.

“Applicable Time” means 3:58 P.M., New York City time, on September 10, 2014.

2. Purchase of the Securities by the Underwriters.

(a) The Issuer agrees to issue, and the Company and the Issuer jointly and severally agree to sell, the Securities to the severalUnderwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forthherein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company and the Issuer therespective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 98.25% of theprincipal amount thereof plus accrued interest, if any, from September 15, 2014 to the Closing Date (as defined below). Neither theCompany nor the Issuer will be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased asprovided herein.

(b) The Company and the Issuer understand that the Underwriters intend to make a public offering of the Securities as soon after theeffectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Securities on the terms setforth in the Pricing Disclosure Package. The Company and the Issuer acknowledge and agree that the Underwriters may offer and sellSecurities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or throughany Underwriter.

(c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Companyto the Representative and delivery of the Securities will be made at the offices of Davis Polk & Wardwell LLP at 10:00 A.M., New YorkCity time, on September 15, 2014, or at such other time or place on the same or such other date, not later than the fifth business daythereafter, as the Representative and the Company may agree upon in writing. The time and date of such payment and delivery is referred toherein as the “Closing Date”.

(d) Payment for the Securities shall be made against delivery to the nominee of The Depository Trust Company (“DTC”), for theaccount of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfertaxes payable in connection with the sale of the Securities duly paid by the Company or the Issuer. The Global Note will be made availablefor inspection by the Representative not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.

(e) The Company and the Issuer acknowledge and agree that each Underwriter is acting solely in the capacity of an arm’s lengthcontractual counterparty to the Company and the Issuer with respect

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to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financialadvisor or a fiduciary to, or an agent of, the Company, the Issuer or any other person. Additionally, neither the Representative nor any otherUnderwriter is advising the Company, the Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters inany jurisdiction. The Company and the Issuer shall consult with their own advisors concerning such matters and shall be responsible formaking their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative nor anyother Underwriter shall have any responsibility or liability to the Company or the Issuer with respect thereto. Any review by theRepresentative or any Underwriter of the Company, the Issuer, the transactions contemplated hereby or other matters relating to suchtransactions will be performed solely for the benefit of the Representative or such Underwriter and shall not be on behalf of the Company,the Issuer or any other person.

3. Representations and Warranties of the Company and the Issuer . The Company and the Issuer jointly and severally represent andwarrant to each Underwriter that:

(a) Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by theCommission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in allmaterial respects with the Securities Act, and no Preliminary Prospectus, at the time of filing thereof, contained any untrue statement of amaterial fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances underwhich they were made, not misleading; provided that the Company and the Issuer make no representation and warranty with respect to anystatements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Companyand the Issuer in writing by such Underwriter through the Representative expressly for use in any Preliminary Prospectus, it beingunderstood and agreed that the only such information furnished by any such Underwriter consists of the information described as such inSection 7(b) hereof.

(b) Pricing Disclosure Package. The Pricing Disclosure Package, as of the Applicable Time, did not contain any untrue statement of amaterial fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under whichthey were made, not misleading; provided that the Company and the Issuer make no representation and warranty with respect to anystatements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Companyand the Issuer in writing by such Underwriter through the Representative expressly for use in such Pricing Disclosure Package, it beingunderstood and agreed that the only such information furnished by such Underwriter consists of the information described as such inSection 7(b) hereof.

(c) Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, theCompany and the Issuer (including their respective agents and representatives, other than any Underwriter in its capacity as such) has notmade, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “writtencommunication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy theSecurities (each such communication by the Company, the Issuer or their respective agents and representatives (other than acommunication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting aprospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) any other documents listed onAnnex A hereto, each electronic road show and any other written communications approved in writing in advance by the Representative.Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the timeperiod specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and, when taken together with the

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Pricing Disclosure Package, did not at the Applicable Time contain any untrue statement of a material fact or omit to state a material factnecessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; providedthat the Company and the Issuer make no representation and warranty with respect to any statements or omissions made in each such IssuerFree Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Company and theIssuer in writing by such Underwriter through the Representative expressly for use in any Issuer Free Writing Prospectus, it beingunderstood and agreed that the only such information furnished by such Underwriter consists of the information described as such inSection 7(b) hereof. Each such Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of thepublic offer and sale of the Securities or until any earlier date that the Company notified or notifies the Representative as described inSection 4(e), did not, does not and will not include any information that conflicted, conflicts or will conflict with the information containedin the Registration Statement or the Prospectus, including any document incorporated by reference therein and any Preliminary Prospectusdeemed to be a part thereof that has not been superseded or modified.

(d) Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined underRule 405 of the Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice ofobjection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2)under the Securities Act has been received by the Company or the Issuer. No order suspending the effectiveness of the RegistrationStatement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act againstthe Company or the Issuer or related to the offering has been initiated or threatened by the Commission; as of the applicable effective dateof the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendmentcomplied and will comply in all material respects with the Securities Act and the Trust Indenture Act of 1939, as amended, and the rulesand regulations of the Commission thereunder (collectively, the “Trust Indenture Act”), and did not and will not contain any untruestatement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinnot misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date the Prospectusdoes not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make thestatements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and theIssuer make no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement ofEligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in relianceupon and in conformity with information relating to any Underwriter furnished to the Company and the Issuer in writing by suchUnderwriter through the Representative expressly for use in the Registration Statement and the Prospectus and any amendment orsupplement thereto, it being understood and agreed that the only such information furnished by such Underwriter consists of theinformation described as such in Section 7(b) hereof.

(e) Incorporated Documents. The documents incorporated by reference in the Registration Statement, the Prospectus or the PricingDisclosure Package, when they became effective or were filed with the Commission, as the case may be, conformed in all material respectsto the requirements of the Securities Act or the Exchange Act, as applicable, and none of such documents contained any untrue statement ofa material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of thecircumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in theRegistration Statement, the Prospectus or the Pricing Disclosure Package, when such documents become effective or are filed with theCommission, as the case may be, will conform in all material respects to the requirements of the Securities

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Act or the Exchange Act, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact requiredto be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, notmisleading.

(f) Financial Statements. The financial statements and the related notes thereto of the Company and its consolidated subsidiariesincluded or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in allmaterial respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, in allmaterial respects, the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of theiroperations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity withU.S. generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby, and any supportingschedules included or incorporated by reference in the Registration Statement present fairly, in all material respects, the informationrequired to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement, thePricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidatedsubsidiaries and presents fairly, in all material respects, the information shown thereby. The interactive data in eXtensible BusinessReporting Language included or incorporated by reference in the Registration Statement, the Prospectus and the Pricing DisclosurePackage fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rulesand guidelines applicable thereto.

(g) No Material Adverse Change. Since the date of the most recent financial statements of the Company included or incorporated byreference in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) there has not been any material adversechange, or any development involving a prospective material adverse change, in or affecting the business, properties, management,financial position, stockholders’ equity, results of operations or prospects of the Company and its subsidiaries taken as a whole; and(ii) neither the Company nor the Issuer has sustained any material loss or interference with its business from fire, explosion, flood or othercalamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court orarbitrator or governmental or regulatory authority, except in each case as otherwise disclosed in the Registration Statement, the PricingDisclosure Package and the Prospectus.

(h) Organization and Good Standing. The Company and the Issuer have been duly incorporated and are validly existing and in goodstanding under the laws of their respective jurisdictions of organization, are duly qualified to do business and are in good standing in eachjurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires suchqualification, and have all power and authority necessary to own or hold their respective properties and to conduct the businesses in whichthey are engaged, except where the failure to be so qualified or in good standing or have such power or authority would not, individually orin the aggregate, have a material adverse effect on the business, properties, financial position, results of operations or prospects of theCompany and its subsidiaries taken as a whole or on the performance by the Company of its obligations under this Agreement (a “MaterialAdverse Effect”). The Issuer is the only significant subsidiary of the Company, as defined in Rule 1-02 of Regulation S-X under theSecurities Act.

(i) Capitalization. The Company has the capitalization as set forth, as of August 2, 2014, in the Pricing Disclosure Package and theProspectus under the heading “Capitalization” and all the outstanding shares of capital stock or other equity interests of the Issuer havebeen duly and validly authorized and issued, are fully paid and non-assessable (except, in the case of any foreign subsidiary, for directors’qualifying shares and except as otherwise described in the Registration Statement, the Pricing Disclosure Package and the Prospectus) andare owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting ortransfer or any other claim of any third party, except to the extent such shares are considered restricted securities under applicable state orfederal securities laws.

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(j) Due Authorization. The Company and the Issuer have full right, power and authority to execute and deliver this Agreement, theSecurities and the Indenture (collectively, the “Transaction Documents”) and to perform their respective obligations hereunder andthereunder; and all action required to be taken by the Company and the Issuer for the due and proper authorization, execution and deliveryof each of the Transaction Documents and the consummation by them of the transactions contemplated herein has been duly and validlytaken.

(k) The Indenture. The Indenture has been duly authorized by the Company and the Issuer and the Base Indenture was duly qualifiedunder the Trust Indenture Act and, when the Indenture has been duly executed and delivered in accordance with its terms by each of theparties thereto, the Indenture will constitute a valid and legally binding agreement of the Company and the Issuer enforceable against theCompany and the Issuer in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency orsimilar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability (collectively, the“Enforceability Exceptions”).

(l) The Securities. The Securities have been duly authorized by the Company and the Issuer, when duly executed, issued anddelivered by the Company and the Issuer and duly authenticated by the Trustee as provided in the Indenture and paid for as providedherein, will constitute valid and legally binding obligations of the Company and the Issuer enforceable against the Company and the Issuerin accordance with their terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.

(m) Underwriting Agreement. This Agreement has been duly authorized, executed and delivered by the Company and the Issuer.

(n) Descriptions of the Transaction Documents. Each Transaction Document conforms in all material respects to the descriptionthereof contained in the Pricing Disclosure Package and the Prospectus.

(o) No Violation or Default. Neither the Company nor the Issuer is (i) in violation of its charter or by-laws or similar organizationaldocuments; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the dueperformance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or otheragreement or instrument to which the Company or the Issuer is a party or by which the Company or the Issuer is bound or to which any ofthe property or assets of the Company or the Issuer is subject; or (iii) in violation of any law or statute or any judgment, order, rule orregulation of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Company or the Issuer, except, inthe case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, have a MaterialAdverse Effect.

(p) No Conflicts. The execution, delivery and performance by the Company and the Issuer of each of the Transaction Documents towhich each is a party and the issuance and sale of the Securities will not (i) conflict with or result in a breach or violation of any of theterms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon anyproperty or assets of the Company or the Issuer pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement orinstrument to which the Company or the Issuer is a party or by which the Company or the Issuer is bound or to which any of the propertyor assets of the Company or the Issuer is

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subject, (ii) result in any violation of the provisions of the charter or by-laws or similar organizational documents of the Company or theIssuer or (iii) result in the violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator orgovernmental or regulatory authority having jurisdiction over the Company or the Issuer, except, in the case of clauses (i) and (iii), for anysuch conflict, default, lien, charge, encumbrance or violation that would not, individually or in the aggregate, have a Material AdverseEffect.

(q) No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator orgovernmental or regulatory authority is required for the execution, delivery and performance by the Company and the Issuer of each of theTransaction Documents to which each is a party and the issuance and sale of the Securities, except for the registration of the Securitiesunder the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications (i) as have been alreadyobtained or will have been obtained prior to the Closing Date and (ii) as may be required by the Financial Industry Regulatory Authority,Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Securities by theUnderwriters.

(r) Legal Proceedings. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, thereare no legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or the Issuer is a partyor to which any property of the Company or the Issuer is the subject as to which there is a reasonable possibility of an adversedetermination and that, individually or in the aggregate, if determined adversely to the Company or the Issuer, would reasonably beexpected to have a Material Adverse Effect; to the knowledge of the Company and the Issuer, no such investigations, actions, suits orproceedings are threatened or contemplated by any governmental or regulatory authority or threatened by others; and (i) there are nocurrent or pending legal, governmental or regulatory actions, suits or proceedings that are required under the Securities Act to be describedin the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so described in the Registration Statement, thePricing Disclosure Package and the Prospectus and (ii) there are no contracts or other documents that are required under the Securities Actto be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or theProspectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing DisclosurePackage and the Prospectus.

(s) Independent Accountants. KPMG LLP, which has audited certain financial statements of the Company and its subsidiaries, is anindependent registered public accounting firm with respect to the Company and its subsidiaries within the applicable rules and regulationsadopted by the Commission and the Public Company Accounting Oversight Board (United States) and as required by the Securities Act.

(t) Title to Real and Personal Property. The Company and the Issuer have good and valid title in fee simple (in the case of realproperty) to, or have valid rights to lease or otherwise use, all items of real and personal property and assets that are material to therespective businesses of the Company and the Issuer, in each case free and clear of all liens, encumbrances, claims and defects andimperfections of title except those that (i) secure the Credit Agreement dated as of June 20, 2014 among the Company, the Issuer, J.C.Penney Purchasing Corporation, Wells Fargo Bank, National Association, as administrative agent for the lenders party thereto, and thelenders party thereto from time to time, and the Credit and Guaranty Agreement among the Company, the Issuer, J.C. Penney PurchasingCorporation, Goldman Sachs Bank USA, as administrative agent for the lenders party thereto, and the lenders party thereto from time totime, as described in the Pricing Disclosure Package, (ii) do not materially interfere with the use made and proposed to be made of suchproperty by the Company and the Issuer or (iii) would not reasonably be expected, individually or in the aggregate, to have a MaterialAdverse Effect.

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(u) Investment Company Act. Neither the Company nor the Issuer is and, after giving effect to the offering and sale of the Securities,neither will be required to register as an “investment company” or an entity “controlled” by an “investment company” within the meaningof the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, the“Investment Company Act”).

(v) Disclosure Controls. The Company maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the ExchangeAct) designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Actis recorded, processed, summarized and reported in accordance with the Exchange Act and the rules thereunder. The Company has carriedout an evaluation of the effectiveness of its disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act.

(w) Accounting Controls. The Company maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that complies with the requirements of the Exchange Act and have been designed by, or under the supervisionof, the Company’s principal executive officer and principal financial officer to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accountingprinciples, including, but not limited to internal accounting controls sufficient to provide reasonable assurance that (i) transactions areexecuted in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permitpreparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability;(iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recordedaccountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to anydifferences. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is notaware of any “material weakness” as such term is defined in Rule 1-02(a)(4) of Regulation S-X in its internal control over financialreporting. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) allsignificant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which arereasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) anyfraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internalcontrols over financial reporting.

(x) Insurance. The Company and the Issuer have insurance covering their respective properties, operations, personnel and businesses,including business interruption insurance, which insurance is in amounts and insures against such losses and risks as are adequate to protectthe Company and the Issuer and their respective businesses; and neither the Company nor the Issuer has (i) received notice from anyinsurer or agent of such insurer that capital improvements or other expenditures are required or necessary to be made in order to continuesuch insurance or (ii) any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverageexpires or to obtain similar coverage at reasonable cost from similar insurers as may be necessary to continue its business.

(y) No Unlawful Payments. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director,officer, agent, employee, affiliate or other person acting on behalf of Company over which any of them exercises control within themeaning of Section 15 of the Securities Act of Section 20 of the Exchange Act has taken any action, directly or indirectly, that would resultin a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), and the rules and regulationsthereunder, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly infurtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, orauthorization of the giving of anything of

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value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate forforeign political office, in contravention of the FCPA and the Company, its subsidiaries and, to the knowledge of the Company, itscontrolled affiliates have conducted their businesses in compliance with the FCPA. The Company and its subsidiaries have instituted,maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance withall applicable anti-bribery and anti-corruption laws.

(z) Compliance with Anti-Money Laundering Laws. The operations of the Company and its subsidiaries are and have been conductedat all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign TransactionsReporting Act of 1970, as amended, the applicable money laundering statutes of all jurisdictions where the Company or any of itssubsidiaries conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued,administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceedingby or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries withrespect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(aa) Compliance with OFAC. None of the Company nor any of its subsidiaries or, to the knowledge of the Company, any director,officer, agent, employee, affiliate or any other person acting on behalf of the Company over which the Company exercises control withinthe meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or any of its subsidiaries is (i) currently subject to anyU.S. sanctions (“Sanctions”) administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or(ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions (“Sanctioned Country”).The Company and its subsidiaries will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend,contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund orfacilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions,(ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation byany person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions;provided that the Company and the Co-Obligor make no representation with respect to holders of the Tender Securities (as defined in thePricing Disclosure Package).

(bb) No Broker’s Fees. Neither the Company nor the Issuer is a party to any contract, agreement or understanding with any person(other than this Agreement) that would give rise to a valid claim against the Company or the Issuer or any Underwriter for a brokeragecommission, finder’s fee or like payment in connection with the offering and sale of the Securities.

(cc) No Registration Rights. No person has the right to require the Company or the Issuer to register any securities for sale under theSecurities Act by reason of the filing of the Registration Statement with the Commission or the sale of the Securities.

(dd) No Stabilization. The Company has not taken, directly or indirectly, any action designed to or that could reasonably be expectedto cause or result in any stabilization or manipulation of the price of the Securities.

(ee) Margin Rules. Neither the issuance, sale and delivery of the Securities nor the application of the proceeds thereof by theCompany and the Issuer as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus will violateRegulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of Governors.

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(ff) Status under the Securities Act. At the time of filing the Registration Statement and any post-effective amendments thereto, at theearliest time thereafter that the Company, the Issuer or any offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” and theCompany is a well-known seasoned issuer, in each case as defined in Rule 405 under the Securities Act. The Company or the Issuer haspaid the registration fee for this offering pursuant to Rule 456(b)(1) under the Securities Act or will pay such fees within the time periodrequired by such rule (without giving effect to the proviso therein) and in any event prior to the Closing Date.

4. Further Agreements of the Company and the Issuer. The Company and the Issuer jointly and severally covenant and agree with theUnderwriters that:

(a) Required Filings. The Company and the Issuer will file the final Prospectus with the Commission within the time periodsspecified by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act, will file any Issuer Free Writing Prospectus(including the Pricing Term Sheet referred to in Annex A hereto) to the extent required by Rule 433 under the Securities Act and theCompany will file all reports and any definitive proxy or information statements required to be filed by the Company with theCommission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so longas the delivery of a prospectus is required in connection with the offering or sale of the Securities; and the Company will furnish copiesof the Prospectus and each Issuer Free Writing Prospectus (to the extent not previously delivered) to the Underwriters in New YorkCity prior to 10:00 A.M., New York City time, on the business day next succeeding the date of this Agreement in such quantities as theRepresentative may reasonably request.

(b) Delivery of Copies. The Company will deliver, without charge, to each Underwriter (A) a conformed copy of the RegistrationStatement as originally filed and each amendment thereto (without exhibits) and (B) during the Prospectus Delivery Period (as definedbelow), as many copies of the Prospectus (including all amendments and supplements thereto and each Issuer Free Writing Prospectus)as the Representative may reasonably request. As used herein, the term “Prospectus Delivery Period” means such period of time afterthe first date of the public offering of the Securities as in the opinion of counsel for the Underwriters a prospectus relating to theSecurities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection withsales of the Securities by any Underwriter or dealer.

(c) Amendments or Supplements, Issuer Free Writing Prospectuses. Before making, preparing, using, authorizing, approving,referring to or filing any Issuer Free Writing Prospectus, and before filing any amendment or supplement to the Registration Statementor the Prospectus, in each case, during the Prospectus Delivery Period, the Company will furnish to the Representative and counsel forthe Underwriters a copy of the proposed Issuer Free Writing Prospectus, amendment or supplement for review and will not prepare,use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or, other than due to the filing of a documentincorporated by reference into the Registration Statement (except for any current reports on Form 8-K filed in connection with theSecurities), file any such proposed amendment or supplement to which the Representative reasonably objects.

(d) Notice to the Representative. The Company will advise the Representative promptly, and confirm such advice in writing,during the Prospectus Delivery Period, (i) when any amendment to the Registration Statement has been filed or becomes effective;(ii) when any supplement to the Prospectus, any Issuer Free Writing Prospectus or any amendment to the Prospectus

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has been filed or distributed; (iii) of any request by the Commission for any amendment to the Registration Statement or anyamendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the RegistrationStatement or any other request by the Commission for any additional information; (iv) of the issuance by the Commission of any ordersuspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any ofthe Pricing Disclosure Package or the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant toSection 8A of the Securities Act; (v) of the occurrence of any event or development within the Prospectus Delivery Period as a resultof which the Prospectus, the Pricing Disclosure Package or any Issuer Free Writing Prospectus as then amended or supplementedwould include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein,in the light of the circumstances existing when the Prospectus, the Pricing Disclosure Package or any such Issuer Free WritingProspectus is delivered to a purchaser, not misleading; (vi) of the receipt by the Company of any notice of objection of the Commissionto the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act;and (vii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Securities for offer andsale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Company will use commerciallyreasonable efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing orsuspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or suspending any suchqualification of the Securities and, if any such order is issued, will obtain as soon as possible the withdrawal thereof.

(e) Ongoing Compliance. (1) If during the Prospectus Delivery Period (i) any event or development shall occur or condition shallexist as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact oromit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when theProspectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law,the Company will promptly notify the Representative thereof and forthwith prepare and, subject to paragraph (c) above, file with theCommission and furnish to the Representative and to such dealers as the Representative may designate such amendments orsupplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, inthe light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus willcomply with law and (2) if at any time prior to the Closing Date (i) any event or development shall occur or condition shall exist as aresult of which the Pricing Disclosure Package as then amended or supplemented would include any untrue statement of a material factor omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when thePricing Disclosure Package is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the PricingDisclosure Package to comply with law, the Company will promptly notify the Representative thereof and forthwith prepare and,subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Representative and to such dealersas the Representative may designate, such amendments or supplements to the Pricing Disclosure Package as may be necessary so thatthe statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances existingwhen the Pricing Disclosure Package is delivered to a purchaser, be misleading or so that the Pricing Disclosure Package will complywith law.

(f) Blue Sky Compliance. The Company and the Issuer will qualify the Securities for offer and sale under the securities or BlueSky laws of such jurisdictions as the Representative

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shall reasonably request and will continue such qualifications in effect so long as required for distribution of the Securities; providedthat neither the Company nor the Issuer shall be required to (i) qualify as a foreign corporation or other entity or as a dealer in securitiesin any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in anysuch jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

(g) Earning Statement. The Company will make generally available to its security holders and the Representative as soon aspracticable an earnings statement that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commissionpromulgated thereunder covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurringafter the “effective date” (as defined in Rule 158) of the Registration Statement.

(h) Use of Proceeds. The Company and the Issuer will apply the net proceeds from the sale of the Securities as described in eachof the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Use of proceeds.”

(i) No Stabilization. Neither the Company nor the Issuer will take, directly or indirectly, any action designed to or that couldreasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities.

(j) Reports. During a period of one year from the Closing Date, the Company will furnish to the Representative, as soon as theyare available, copies of all reports or other communications (financial or other) furnished to holders of the Securities, and copies of anyreports and financial statements furnished to or filed with the Commission or any national securities exchange or automatic quotationsystem; provided the Company will be deemed to have furnished such reports and financial statements to the Representative to theextent they are filed on the Commission’s Electronic Data Gathering, Analysis, and Retrieval system.

(k) Record Retention. The Company and the Issuer will, pursuant to reasonable procedures developed in good faith, retain copiesof each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Securities Act.

5. Certain Agreements of the Underwriters. Each Underwriter hereby represents and agrees that:

(a) It has not used, authorized use of, referred to or participated in the planning for use of, and will not use, authorize use of, referto, or participate in the planning for use of, any “free writing prospectus”, as defined in Rule 405 under the Securities Act (which termincludes use of any written information furnished to the Commission by the Company and not incorporated by reference into theRegistration Statement and any press release issued by the Company) other than (i) a free writing prospectus that contains no “issuerinformation” (as defined in Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation byreference) in the Preliminary Prospectus or a previously filed Issuer Free Writing Prospectus, (ii) the Pricing Term Sheet or any otherIssuer Free Writing Prospectus listed on Annex A or prepared pursuant to Section 3(c) or Section 4(c) above (including any electronicroad show), or (iii) any free writing prospectus prepared by the Underwriters and approved by the Company in advance in writing (eachsuch free writing prospectus referred to in clauses (i) or (iii), an “Underwriter Free Writing Prospectus”).

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(b) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and willpromptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period).

6. Conditions of Underwriters’ Obligations. The obligation of each Underwriter to purchase the Securities on the Closing Date asprovided herein is subject to the performance by the Company and the Issuer of their respective covenants and other obligations hereunderand to the following additional conditions:

(a) Registration Compliance; No Stop Order. No order suspending the effectiveness of the Registration Statement shall be ineffect, and no proceeding for such purpose, pursuant to Rule 401(g)(2) or pursuant to Section 8A under the Securities Act shall bepending before or threatened by the Commission; the Prospectus and each Issuer Free Writing Prospectus shall have been timely filedwith the Commission under the Securities Act (in the case of an Issuer Free Writing Prospectus, to the extent required by Rule 433under the Securities Act) and in accordance with Section 4(a) hereof.

(b) Representations and Warranties. The respective representations and warranties of the Company and the Issuer containedherein shall be true and correct on the date hereof and on and as of the Closing Date and the statements of the Company, the Issuer andtheir respective officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of the ClosingDate.

(c) No Downgrade. Subsequent to the earlier of (A) the Applicable Time and (B) the execution and delivery of this Agreement, ifthere are any debt securities or preferred stock of or guaranteed by the Company or the Issuer that are rated by a “nationally recognizedstatistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act, (i) no downgrading shall have occurredin the rating accorded any such debt securities or preferred stock and (ii) no such organization shall have publicly announced that it hasunder surveillance or review, or has changed its outlook with respect to, its rating of any such debt securities or preferred stock (otherthan an announcement with positive implications of a possible upgrading).

(d) No Material Adverse Change. No event or condition of a type described in Section 3(g) hereof shall have occurred or shallexist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto)and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representativemakes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the Closing Date on the termsand in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

(e) Officer’s Certificate. The Representative shall have received on and as of the Closing Date a certificate of the chief financialofficer or chief accounting officer and one additional senior executive officer who is reasonably satisfactory to the Representative ofeach of the Company and the Issuer in which such officers, to their knowledge after reasonable investigation, shall state that (i) therepresentations and warranties of the Company and the Issuer in this Agreement are true and correct, (ii) the Company and the Issuerhave complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to theClosing Date, and (iii) to the effect set forth in paragraph (d) above.

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(f) Comfort Letters. On the date of this Agreement and on the Closing Date KPMG LLP shall have furnished to theRepresentative, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters,in form and substance reasonably satisfactory to the Representative, containing statements and information of the type customarilyincluded in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial informationcontained or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus; provided, thatthe letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to such Closing Date.

(g) Opinion and 10b-5 Statement of Counsel for the Company and the Issuer. Skadden, Arps, Slate, Meagher & Flom LLP,counsel for the Company and the Issuer, shall have furnished to the Representative, at the request of the Company and the Issuer, theirwritten opinion and 10b-5 statement, dated the Closing Date and addressed to the Underwriters, in form and substance reasonablysatisfactory to the Representative.

(h) Opinion of in-house Counsel for the Company and the Issuer. Janet Dhillon, Executive Vice President, General Counsel andSecretary for the Company, shall have furnished to the Representative, at the request of the Company and the Issuer, her writtenopinion, dated the Closing Date and addressed to the Underwriter, in form and substance reasonably satisfactory to the Representative.

(i) Opinion and 10b-5 Statement of Counsel for the Underwriter. The Representative shall have received on and as of the ClosingDate an opinion and 10b-5 statement of Davis Polk & Wardwell LLP, counsel for the Underwriters, with respect to such matters as theRepresentative may reasonably request, and such counsel shall have received such documents and information as they may reasonablyrequest to enable them to pass upon such matters.

(j) Good Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the goodstanding of the Company and the Issuer in their respective jurisdictions of organization and their good standing as foreign entities insuch other jurisdictions as the Representative may reasonably request, in each case in writing or any standard form oftelecommunication from the appropriate governmental authorities of such jurisdictions.

(k) DTC. The Securities shall be eligible for clearance and settlement through DTC.

(l) Indenture and Securities. The Indenture shall have been duly executed and delivered by a duly authorized officer of theCompany, the Issuer and the Trustee, and the Securities shall have been duly executed and delivered by a duly authorized officer of theCompany and the Issuer and duly authenticated by the Trustee.

(m) Additional Documents. On or prior to the Closing Date the Company and the Issuer shall have furnished to theRepresentative such further certificates and documents as the Representative may reasonably request.

All opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliancewith the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.

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7. Indemnification and Contribution.

(a) Indemnification of the Underwriters by the Company and the Issuer. The Company and the Issuer jointly and severally agree toindemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriterwithin the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims,damages and liabilities (including, without limitation, legal fees and other expenses reasonably incurred in connection with any suit, actionor proceeding or any claim asserted, as such fees and expenses are reasonably incurred), joint or several, that arise out of, or are basedupon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by anyomission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statementstherein, not misleading, (ii) or any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or anyamendment or supplement thereto), any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant toRule 433(d) under the Securities Act, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any PricingDisclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or allegedomission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which theywere made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, anyuntrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any informationrelating to any Underwriter furnished to the Company and the Issuer in writing by the Representative expressly for use therein, it beingunderstood and agreed that the only such information furnished by the Underwriters consists of the information described as such insubsection (b) below.

(b) Indemnification of the Company and the Issuer. Each Underwriter agrees, severally and not jointly, to indemnify and holdharmless the Company and the Issuer, and each of their respective directors and officers who signed the Registration Statement and eachperson, if any, who controls the Company or the Issuer within the meaning of Section 15 of the Securities Act or Section 20 of theExchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages orliabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in relianceupon and in conformity with any information relating to any Underwriter furnished to the Company and the Issuer in writing by suchUnderwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplementthereto), any Issuer Free Writing Prospectus, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Packagethat has subsequently been amended), it being understood and agreed upon that the only such information furnished by the Representativeconsists of the following information in the Prospectus furnished on behalf of the Underwriters: the information contained in the thirdparagraph, the third and fourth sentences of the seventh paragraph, the ninth paragraph and the twelfth paragraph under the caption“Underwriting.”

(c) Notice and Procedures. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demandshall be brought or asserted against any person in respect of which indemnification may be sought pursuant to the preceding paragraphs ofthis Section 7, such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnification may be sought(the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liabilitythat it may have under the preceding paragraphs of this Section 7 except to the extent that it has been materially prejudiced (through theforfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shallnot relieve it from any liability that it may have to an Indemnified Person otherwise than under the preceding paragraphs of this

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Section 7. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the IndemnifyingPerson thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person (who shall not, without theconsent of the Indemnified Person, be counsel to the Indemnifying Person) to represent the Indemnified Person in such proceeding andshall pay the fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Personshall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Personunless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person hasfailed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall havereasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to theIndemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the IndemnifyingPerson and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potentialdiffering interest between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding orrelated proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any localcounsel) for all Indemnified Persons, and that all such fees and expenses shall be paid or reimbursed as they are incurred. Any suchseparate firm for any Underwriter, its affiliates, directors and officers and any control persons of such Underwriter shall be designated inwriting by the Representative, and any such separate firm for the Company, the Issuer or their respective directors or officers who signedthe Registration Statement and any control persons of the Company or the Issuer shall be designated in writing by the Company. TheIndemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with suchconsent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from andagainst any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an IndemnifiedPerson shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel ascontemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected without its writtenconsent if (i) such settlement is entered into more than 45 days after receipt by the Indemnifying Person of such request to pay or reimbursefees and expenses as contemplated by this paragraph and (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person inaccordance with such request prior to the date of such settlement. No Indemnifying Person shall, without the written consent of theIndemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or couldhave been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (x) includesan unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from allliability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault,culpability or a failure to act by or on behalf of any Indemnified Person.

(d) Contribution. If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an Indemnified Person orinsufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph,in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person asa result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by theCompany and the Issuer, on the one hand, and the Underwriters on the other, from the offering of the Securities or (ii) if the allocationprovided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefitsreferred to in clause (i) but also the relative fault of the Company and the Issuer, on the one hand, and the Underwriters on the other, inconnection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevantequitable considerations. The relative benefits

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received by the Company and the Issuer, on the one hand, and the Underwriters on the other, shall be deemed to be in the same respectiveproportions as the net proceeds (before deducting expenses) received by the Issuer from the sale of the Securities and the total underwritingdiscounts and commissions received by the Underwriters in connection therewith, in each case as set forth in the table on the cover of theProspectus, bear to the aggregate offering price of the Securities. The relative fault of the Company and the Issuer, on the one hand, and theUnderwriters on the other, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of amaterial fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and the Issuer orby the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statementor omission.

(e) Limitation on Liability. The Company, the Issuer and the Underwriters agree that it would not be just and equitable if contributionpursuant to paragraph (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) orby any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amountpaid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shallbe deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Personin connection with any such action or claim. Notwithstanding the provisions of paragraph (d) and this paragraph (e), in no event shall anUnderwriter be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissionsreceived by such Underwriter with respect to the offering of the Securities exceeds the amount of any damages that such Underwriter hasotherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty offraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any personwho was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 7 are severalin proportion to their respective purchase obligations hereunder and not joint.

(f) Non-Exclusive Remedies. The remedies provided for in this Section 7 are not exclusive and shall not limit any rights or remedieswhich may otherwise be available to any Indemnified Person at law or in equity.

8. Effectiveness of Agreement. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

9. Termination. This Agreement may be terminated in the absolute discretion of the Representative, by notice to the Company and theIssuer, if after the execution and delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended ormaterially limited on or by any of the New York Stock Exchange, the American Stock Exchange, the Nasdaq Stock Market, the ChicagoBoard Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade; (ii) trading of any securities issued orguaranteed by the Company or the Issuer shall have been suspended on any exchange or in any over-the-counter market; (iii) a generalmoratorium on commercial banking activities shall have been declared by federal or New York State authorities; or (iv) there shall haveoccurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside theUnited States, that, in the judgment of the Representatives, is material and adverse and makes it impracticable or inadvisable to proceedwith the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Pricing DisclosurePackage and the Prospectus.

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10. Defaulting Underwriter.

(a) If, on the Closing Date, any Underwriter defaults on its obligation to purchase the Securities that it has agreed to purchasehereunder, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Securities by other persons satisfactoryto the Company and the Issuer on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, thenon-defaulting Underwriters do not arrange for the purchase of such Securities, then the Company and the Issuer shall be entitled to afurther period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Securitieson such terms. If other persons become obligated or agree to purchase the Securities of a defaulting Underwriter, either the non-defaultingUnderwriters or the Company and the Issuer may postpone the Closing Date for up to five full business days in order to effect any changesthat in the opinion of counsel for the Company and the Issuer or counsel for the Underwriters may be necessary in the RegistrationStatement, the Pricing Disclosure Package and the Prospectus or in any other document or arrangement, and the Company and Issuer agreeto promptly prepare any amendment or supplement to the Registration Statement, the Pricing Disclosure Package and the Prospectus thateffects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the contextotherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Securities that a defaultingUnderwriter agreed but failed to purchase.

(b) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by thenon-defaulting Underwriters and the Company or the Issuer as provided in paragraph (a) above, the aggregate principal amount of suchSecurities that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Securities, then theCompany and the Issuer shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Securities thatsuch Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the principal amount of Securities thatsuch Underwriter agreed to purchase hereunder) of the Securities of such defaulting Underwriter or Underwriters for which sucharrangements have not been made.

(c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by thenon-defaulting Underwriters and the Company or the Issuer as provided in paragraph (a) above, the aggregate principal amount of suchSecurities that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Securities, or if the Company or theIssuer shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of thenon-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of theCompany and the Issuer, except that the Company and the Issuer will continue to be liable for the payment of expenses as set forth inSection 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect.

(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company, the Issuer or anynon-defaulting Underwriter for damages caused by its default.

11. Payment of Expenses.

(a) Expenses. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, theCompany and the Issuer jointly and severally will pay or cause to be paid all costs and expenses incident to the performance of itsobligations hereunder, including without limitation, (i) the costs incident to the sale, preparation and delivery of the Securities and anytaxes payable

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in connection therewith; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement,the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits,amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the TransactionDocuments; (iv) the fees and expenses of the Company’s and the Issuer’s counsel and independent accountants; (v) the fees and expensesincurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the stateor foreign securities or blue sky laws of such jurisdictions as the Underwriters may designate and the preparation, printing and distributionof a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by ratingagencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses ofany counsel to such parties); and (viii) all expenses and application fees incurred in connection with any filing with, and clearance of theoffering by, FINRA, and the approval of the Securities for book-entry transfer by DTC.

(b) (i) If this Agreement is terminated pursuant to Section 9(i), Section 9(iii), Section 9(iv) or Section 10, the Underwriters will paytheir own out-of-pocket costs and expenses and (ii) if (A) this Agreement is terminated pursuant to Section 9(ii) or (B) the Underwritersdecline to purchase the Securities for any reason permitted under this Agreement (other than pursuant to Section 9(i), Section 9(iii),Section 9(iv) or Section 10), the Company and the Issuer jointly and severally agree to reimburse the Underwriters for all out-of-pocketcosts and expenses (including the fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with thisAgreement and the offering contemplated hereby.

12. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto andtheir respective successors and the officers and directors and any controlling persons referred to in Section 9 hereof. Nothing in thisAgreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of thisAgreement or any provision contained herein. No purchaser of Securities from the Underwriters shall be deemed to be a successor merelyby reason of such purchase.

13. Survival. The respective indemnities, rights of contribution, representations, warranties and agreements of the Company, theIssuer and the Underwriters contained in this Agreement or made by or on behalf of the Company, the Issuer or the Underwriters pursuantto this Agreement or any certificate delivered pursuant hereto shall survive the delivery of and payment for the Securities and shall remainin full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of the Company, theIssuer or the Underwriters.

14. Certain Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” hasthe meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks arepermitted or required to be closed in New York City; (c) the term “subsidiary” has the meaning set forth in Rule 405 under the SecuritiesAct; and (d) the term “significant subsidiary” has the meaning set forth in Rule 1-02 of Regulation S-X under the Exchange Act.

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15. Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56(signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respectiveclients, including the Company and the Issuer, which information may include the name and address of their respective clients, as well asother information that will allow the Underwriters to properly identify their respective clients.

16. Miscellaneous.

(a) Authority of the Representative. Any action by the Underwriters hereunder may be taken by J.P. Morgan Securities LLC on behalfof the Underwriters, and any such action taken by J.P. Morgan Securities LLC shall be binding upon the Underwriters.

(b) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given ifmailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Representative shall be given to it at J.P.Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179, Attention: High Yield Syndicate. Notices to the Companyand the Issuer shall be given to it at 6501 Legacy Drive, Plano, Texas 75024-3698; Attention: General Counsel.

(c) Governing Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall begoverned by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed insuch state.

(d) Waiver of Jury Trial. Each of the parties hereto hereby waives any right to trial by jury in any suit or proceeding arising out of orrelating to this Agreement.

(e) Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form oftelecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument.

(f) Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to anydeparture therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.

(g) Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect themeaning or interpretation of, this Agreement.

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If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the spaceprovided below.

Very truly yours,

J. C. PENNEY CORPORATION, INC.

By: /s/ Michael PorterName: Michael PorterTitle: Vice President, Treasurer

J. C. PENNEY COMPANY, INC.

By: /s/ Edward RecordName: Edward RecordTitle: Executive Vice President,

Chief Financial Officer

[Signature Page to Underwriting Agreement]

Accepted: September 10, 2014

J.P. MORGAN SECURITIES LLC

For itself and on behalf of the several Underwriterslisted on Schedule 1 hereto.

By /s/ J. Warfield PriceName: J. Warfield PriceTitle: Managing Director

[Signature Page to Underwriting Agreement]

Schedule 1

Underwriter Principal Amount: J.P. Morgan Securities LLC 160,000,000 Barclays Capital Inc. 60,000,000 Goldman, Sachs & Co. 60,000,000 Merrill Lynch, Pierce, Fenner & Smith

Incorporated 40,000,000 Wells Fargo Securities, LLC 40,000,000 Guggenheim Securities, LLC 10,000,000 HSBC Securities (USA) Inc. 10,000,000 RBS Securities Inc. 10,000,000 Regions Securities LLC 10,000,000 Total $ 400,000,000

S-1

Annex A a. Pricing Disclosure Package

• Pricing Term Sheet, dated September 10, 2014, substantially in the form of Annex B

A-1

Annex B

Filed Pursuant to Rule 433Registration Statement No. 333-188106

Pricing Term Sheet

J. C. PENNEY CORPORATION, INC.$400,000,000 8.125% Senior Notes due 2019

OF WHICHJ.C. PENNEY COMPANY, INC.

IS A CO-OBLIGOR Issuer: J. C. Penney Corporation, Inc.Co-Obligor J. C. Penney Company, Inc.Size: $400,000,000Gross Proceeds: $400,000,000Net Proceeds to Issuer (before expenses): $393,000,000Maturity: October 1, 2019Coupon: 8.125%Price: 100.000% of face amountYield to maturity: 8.125%Spread to Benchmark Treasury: 635 bpsBenchmark Treasury: UST 1.625% due August 31, 2019Interest Payment Dates: April 1 and October 1, commencing April 1, 2015Make-Whole Call: T + 50 bpsTrade Date September 10, 2014Settlement: T+3; September 15, 2014CUSIP: 708160 CA2ISIN: US708160CA26Ratings*: [reserved]Minimum denomination $2,000 and integral multiples of $1,000 in excess thereofJoint Book-Running Managers:

J.P. Morgan Securities LLCBarclays Capital Inc.Goldman, Sachs & Co.

Co-Managers:

Merrill Lynch, Pierce, Fenner & Smith Incorporated

Wells Fargo Securities, LLCGuggenheim Securities, LLCHSBC Securities (USA) Inc.RBS Securities Inc.Regions Securities LLC

*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time.

The issuer and the co-obligor have filed a registration statement (including a prospectus) with the SEC for the offering to whichthis communication relates. Before you invest, you should read the prospectus in that registration statement and other documentsthe co-obligor has filed with the SEC for more complete information about the issuer, the co-obligor and this offering. You may getthese documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, the co-obligor, anyunderwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling J.P.Morgan collect at 1-212-834-4533; Barclays Capital Inc. toll-free at 1-888-603-5847 or Goldman, Sachs & Co. at 1-866-471-2526.

B-1

This Pricing Term Sheet is qualified in its entirety by reference to the Preliminary Prospectus dated September 9, 2014 of J. C.Penney Corporation, Inc. with respect to the securities referenced above. The information in this Pricing Term Sheet supplementsthe Preliminary Prospectus and supersedes the information in the Preliminary Prospectus to the extent it is inconsistent with theinformation in the Preliminary Prospectus. Capitalized terms used in this Pricing Term Sheet but not defined have the meaningsgiven them in the Preliminary Prospectus. Financial information presented in the Preliminary Prospectus is deemed to havechanged to the extent affected by the changes described herein.

B-2

Exhibit 4.1

J. C. PENNEY CORPORATION, INC.,

and

J. C. PENNEY COMPANY, INC.,

as joint and several obligors

INDENTURE

Dated as of

September 15, 2014

DEBT SECURITIES

WILMINGTON TRUST, NATIONAL ASSOCIATION

Trustee

CROSS-REFERENCE SHEET* Trust Indenture Act Section Indenture Section

§ 310(a) 11.04(a)(b) 11.04(b), 11.05

§ 311 11.01(f)§ 312(a) 10.03

(b) 11.10(c) 11.10

§ 313(a) 10.01(a)(b) 10.01(a)(c) 10.01(b)(d) 10.01(b)

§ 314(a)(1) 10.02(a)(2) 10.02(a)(4) 6.05(c) 16.01(a)(e) 16.01(b)

§ 315(a)(1) 11.02(b)(i)(A)(a)(2) 11.02(b)(i)(B)(b) 11.03(c) 11.02(a)(d) 11.02(b)(e) 7.08

§ 316(a) (last sentence) 1.01 (definition of “Outstanding”)(a)(1) 7.06(b) 7.07(c) 8.02(e), 14.02(d)

§ 317(a) 7.03, 7.04(b) 6.03(c)

§ 318 16.02 * This cross-reference sheet shall not, for any purpose, be deemed to be a part of this Indenture.

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TABLE OF CONTENTS*

PAGE ARTICLE I

DEFINITIONS

Section 1.01 Definitions 2

ARTICLE II

FORMS OF SECURITIES

Section 2.01 Terms of the Securities 13 Section 2.02 Form of Trustee’s Certificate of Authentication 13 Section 2.03 Form of Trustee’s Certificate of Authentication by an Authenticating Agent 14

ARTICLE III

THE DEBT SECURITIES

Section 3.01 Amount Unlimited; Issuable in Series 15 Section 3.02 Denominations 18 Section 3.03 Execution, Authentication, Delivery and Dating 18 Section 3.04 Temporary Securities 20 Section 3.05 Registrar 20 Section 3.06 Transfer and Exchange 21 Section 3.07 Mutilated, Destroyed, Lost and Stolen Securities 25 Section 3.08 Payment of Interest; Interest Rights Preserved 26 Section 3.09 Cancellation 27 Section 3.10 Computation of Interest 27 Section 3.11 Currency of Payments in Respect of Securities 27 Section 3.12 Judgments 28 Section 3.13 CUSIP Numbers 28

ARTICLE IV

REDEMPTION OF SECURITIES

Section 4.01 Applicability of Right of Redemption 28 * The Table of Contents is not a part of this Indenture.

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Section 4.02 Selection of Securities to be Redeemed 29 Section 4.03 Notice of Redemption 29 Section 4.04 Deposit of Redemption Price 30 Section 4.05 Securities Payable on Redemption Date 30 Section 4.06 Securities Redeemed in Part 30

ARTICLE V

SINKING FUNDS

Section 5.01 Applicability of Sinking Fund 31 Section 5.02 Mandatory Sinking Fund Obligation 31 Section 5.03 Optional Redemption at Sinking Fund Redemption Price 31 Section 5.04 Application of Sinking Fund Payment 32

ARTICLE VI

PARTICULAR COVENANTS OF THE ISSUERS

Section 6.01 Payments of Securities 33 Section 6.02 Paying Agent 33 Section 6.03 To Hold Payment in Trust 33 Section 6.04 Merger, Consolidation and Sale of Assets 35 Section 6.05 Compliance Certificate 36 Section 6.06 Conditional Waiver by Holders of Securities 36 Section 6.07 Statement by Officers as to Default 36

ARTICLE VII

REMEDIES OF TRUSTEE AND SECURITYHOLDERS

Section 7.01 Events of Default 37 Section 7.02 Acceleration; Rescission and Annulment 38 Section 7.03 Other Remedies 40 Section 7.04 Trustee as Attorney-in-Fact 40 Section 7.05 Priorities 41 Section 7.06 Control by Securityholders; Waiver of Past Defaults 41 Section 7.07 Limitation on Suits 42 Section 7.08 Undertaking for Costs 42 Section 7.09 Remedies Cumulative 43

ARTICLE VIII

CONCERNING THE SECURITYHOLDERS

Section 8.01 Evidence of Action of Securityholders 43 Section 8.02 Proof of Execution or Holding of Securities 44 Section 8.03 Persons Deemed Owners 44 Section 8.04 Effect of Consents 45

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ARTICLE IX

SECURITYHOLDERS’ MEETINGS

Section 9.01 Purposes of Meetings 45 Section 9.02 Call of Meetings by Trustee 45 Section 9.03 Call of Meetings by Issuers or Securityholders 45 Section 9.04 Qualifications for Voting 46 Section 9.05 Regulation of Meetings 46 Section 9.06 Voting 46 Section 9.07 No Delay of Rights by Meeting 47

ARTICLE X

REPORTS BY THE ISSUERS AND THE TRUSTEE ANDSECURITYHOLDERS’ LISTS

Section 10.01 Reports by Trustee 47 Section 10.02 Reports by the Issuers 47 Section 10.03 Securityholders’ Lists 48

ARTICLE XI

CONCERNING THE TRUSTEE

Section 11.01 Rights of Trustees; Compensation and Indemnity 48 Section 11.02 Duties of Trustee 51 Section 11.03 Notice of Defaults 53 Section 11.04 Eligibility; Disqualification 53 Section 11.05 Resignation and Notice; Removal 53 Section 11.06 Successor Trustee by Appointment 54 Section 11.07 Successor Trustee by Merger 56 Section 11.08 Right to Rely on Officers’ Certificate 56 Section 11.09 Appointment of Authenticating Agent 56 Section 11.10 Force Majeure 57

ARTICLE XII

SATISFACTION AND DISCHARGE; DEFEASANCE

Section 12.01 Applicability of Article 58 Section 12.02 Satisfaction and Discharge of Indenture 58 Section 12.03 Discharge or Defeasance upon Deposit of Moneys or U.S. Government Obligations 59 Section 12.04 Repayment to Issuers 61 Section 12.05 Indemnity for U.S. Government Obligations 61

iii

Section 12.06 Deposits to Be Held in Escrow 61 Section 12.07 Application of Trust Money 62 Section 12.08 Deposits of Non-U.S. Currencies 62

ARTICLE XIII

IMMUNITY OF CERTAIN PERSONS

Section 13.01 No Personal Liability 62

ARTICLE XIV

SUPPLEMENTAL INDENTURES

Section 14.01 Without Consent of Securityholders 63 Section 14.02 With Consent of Securityholders; Limitations 65 Section 14.03 Trustee Protected 66 Section 14.04 Effect of Execution of Supplemental Indenture 66 Section 14.05 Notation on or Exchange of Securities 67 Section 14.06 Conformity with TIA 67

ARTICLE XV

SUBORDINATION OF SECURITIES

Section 15.01 Agreement to Subordinate 67 Section 15.02 Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Securities 67 Section 15.03 No Payment on Securities in Event of Default on Senior Indebtedness 69 Section 15.04 Payments on Securities Permitted 69 Section 15.05 Authorization of Securityholders to Trustee to Effect Subordination 70 Section 15.06 Notices to Trustee 70 Section 15.07 Trustee as Holder of Senior Indebtedness 71 Section 15.08 Modifications of Terms of Senior Indebtedness 71 Section 15.09 Reliance on Judicial Order or Certificate of Liquidating Agent 71 Section 15.10 Satisfaction and Discharge; Discharge and Covenant Defeasance 71 Section 15.11 Trustee Not Fiduciary for Holders of Senior Indebtedness 71

ARTICLE XVI

MISCELLANEOUS PROVISIONS

Section 16.01 Certificates and Opinions as to Conditions Precedent 72 Section 16.02 Trust Indenture Act Controls 73 Section 16.03 Notices; Waiver of Notice 73 Section 16.04 No Adverse Interpretation of Other Agreements 74 Section 16.05 Legal Holiday 74 Section 16.06 Effects of Headings and Table of Contents 74

iv

Section 16.07 Successors and Assigns 74 Section 16.08 Separability Clause 74 Section 16.09 Benefits of Indenture 75 Section 16.10 Counterparts Originals 75 Section 16.11 Governing Law; Waiver of Trial by Jury 75

v

INDENTURE dated as of September 15, 2014, among J. C. Penney Company, Inc., a Delaware corporation (the “Company”), J. C.Penney Corporation, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“JCP,” and together with the Company,the “Issuers”), as joint and several obligors, and Wilmington Trust, National Association, as trustee (the “Trustee”).

WITNESSETH:

WHEREAS, the Issuers have duly authorized the execution and delivery of this Indenture to provide for the issuance of debentures,notes, bonds or other evidences of indebtedness (the “Securities”) in an unlimited aggregate principal amount to be issued from time to timein one or more series as provided in this Indenture; and

WHEREAS, all things necessary to make this Indenture a valid and legally binding agreement of the Issuers, in accordance with itsterms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

That, in consideration of the premises and the purchase of the Securities by the Holders thereof for the benefit of each other and theequal and proportionate benefit of all of the present and future Holders of the Securities and as provided in this Indenture, the Trustee, eachparty agrees and covenants as follows:

ARTICLE I

DEFINITIONS

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(a) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

(b) all terms used herein without definition which are defined in the Trust Indenture Act, either directly or by reference therein, havethe meanings assigned to them therein;

(c) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to anyparticular Article, Section or other subdivision; and

(d) references to “Article” or “Section” or other subdivision herein are references to an Article, Section or other subdivision of thisIndenture.

Section 1.01 Definitions.

Except as otherwise expressly provided or unless the context otherwise requires, the terms defined in this Section 1.01 shall for allpurposes of this Indenture have the meanings hereinafter set forth:

Affiliate:The term “Affiliate,” with respect to any specified Person shall mean any other Person directly or indirectly controlling or controlled

by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used withrespect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whetherthrough the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meaningscorrelative to the foregoing.

Agent:The term “Agent” means any Registrar, Paying Agent or Security Custodian.

Applicable Procedures:The term “Applicable Procedures” means, with respect to any payment, tender, redemption, transfer or exchange of or for beneficial

interests in any Global Security, the rules and procedures of the Depositary for the series of Securities all or part of which is evidenced bysuch Global Security that apply to such payment, tender, redemption, transfer or exchange.

Authenticating Agent:The term “Authenticating Agent” shall have the meaning assigned to it in Section 11.09.

Board of Directors:The term “Board of Directors” shall mean either the board of directors of either of the Issuers or the executive or any other committee

of that board duly authorized to act in respect hereof.

Board Resolution:The term “Board Resolution” shall mean a copy of a resolution or resolutions certified by the Secretary or an Assistant Secretary of

either of the Issuers to have been duly adopted by such Issuer’s Board of Directors (or by a committee of such Issuer’s Board of Directorsto the extent that any such committee has been authorized by such Issuer’s Board of Directors to establish or approve the matterscontemplated) and to be in full force and effect on the date of such certification. References to any matter in this Indenture being establishedin, by or pursuant to a Board Resolution shall include actions taken and matters established pursuant to authority granted by one or moreBoard Resolutions.

2

Business Day:The term “Business Day,” when used with respect to any Place of Payment or any other particular location referred to in this

Indenture or in the Securities, shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which bankinginstitutions in that Place of Payment or other location are authorized or obligated by law or executive order to close.

Capital Stock:The term “Capital Stock” shall mean:

(a) in the case of a corporation, corporate stock;

(b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents(however designated) of corporate stock;

(c) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membershipinterests; and

(d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, ordistributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock,whether or not such debt securities include any right of participation with Capital Stock.

Code:The term “Code” shall mean the Internal Revenue Code of 1986, as amended.

Company:The term “Company” shall mean the Person named as the “Company” in the first paragraph of this Indenture until a successor Person

shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successorPerson.

Corporate Trust Office:The term “Corporate Trust Office,” or other similar term, shall mean the office of the Trustee at which at any particular time its

corporate trust business in respect of this Indenture shall be administered, which office at the date hereof is located at 50 South 6 Street,Suite 1290, Minneapolis, Minnesota 55402, Attn: Global Capital Markets, or such other address as the Trustee may designate from time totime by notice to the Holders and the Issuers, or the principal corporate trust office of any successor Trustee (or such other address as suchsuccessor Trustee may designate from time to time by notice to the Holders and the Issuers).

3

th

Covenant Defeasance:The term “Covenant Defeasance” shall have the meaning assigned to it in Section 12.03.

Currency:The term “Currency” shall mean U.S. Dollars or Foreign Currency.

Default:The term “Default” shall have the meaning assigned to it in Section 11.03.

Defaulted Interest:The term “Defaulted Interest” shall have the same meaning assigned to it in Section 3.08(b).

Depositary:The term “Depositary” shall mean, with respect to the Securities of any series issuable or issued in whole or in part in the form of one

or more Global Securities, each Person designated by the Issuers as Depositary for the Securities of such series pursuant to Section 3.01until one or more successor Depositaries for the Securities of such series shall have become such pursuant to the applicable provisions ofthis Indenture, and thereafter “Depositary” shall mean or include, with respect to the Securities of such series, each Person who is then aDepositary hereunder with respect to the Securities of such series. If at any time there is more than one such Person, “Depositary,” as usedwith respect to the Securities of any such series, shall mean each such Person as Depositary with respect to the Securities of that series or,as used with respect to a particular Global Security, each such Person that is a Depositary for such Global Security.

Designated Currency:The term “Designated Currency” shall have the same meaning assigned to it in Section 3.12.

Discharged:The term “Discharged” shall have the meaning assigned to it in Section 12.03.

Event of Default:The term “Event of Default” shall have the meaning specified in Section 7.01.

Exchange Act:The term “Exchange Act” shall mean the United States Securities Exchange Act of 1934, and the rules and regulations promulgated

by the SEC thereunder and any statute successor thereto, in each case as amended from time to time.

4

Exchange Rate:The term “Exchange Rate” shall have the meaning assigned to it in Section 7.01.

Floating Rate Security:The term “Floating Rate Security” shall mean a Security that provides for the payment of interest at a variable rate determined

periodically by reference to an interest rate index specified pursuant to Section 3.01.

Foreign Currency:The term “Foreign Currency” shall mean a currency issued by the government of any country other than the United States or a

composite currency, the value of which is determined by reference to the values of the currencies of any group of countries.

GAAP:The term “GAAP,” with respect to any computations required or permitted hereunder, shall mean generally accepted accounting

principles in the United States as in effect from time to time.

Global Security:The term “Global Security” shall mean any Security that evidences all or part of a series of Securities, issued in fully-registered

certificated form to the Depositary for such series (or such Depositary’s nominee) in accordance with Section 3.03 and bearing the legendprescribed in Section 3.03(g) and any other legend required by the Depositary for such series.

Holder; Holder of Securities:The terms “Holder” and “Holder of Securities” are defined under “Securityholder; Holder of Securities; Holder.”

Indebtedness:The term “Indebtedness” shall mean any and all obligations of a Person for money borrowed which, in accordance with GAAP, would

be reflected on the balance sheet of such Person as a liability on the date as of which Indebtedness is to be determined.

Indenture:The term “Indenture” or “this Indenture” shall mean this instrument as originally executed or as it may from time to time be

supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof,including, for all purposes of this instrument and any such supplemental indenture, the provisions of the Trust Indenture Act that aredeemed to be a part of and govern this instrument and any such supplemental indenture, respectively. The term “Indenture” shall alsoinclude the terms of

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particular series of Securities established as contemplated by Section 3.01; provided, however, that if at any time more than one Person isacting as Trustee under this Indenture due to the appointment of one or more separate Trustees for any one or more separate series ofSecurities, “Indenture” shall mean, with respect to such series of Securities for which any such Person is Trustee, this instrument asoriginally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered intopursuant to the applicable provisions hereof and shall include the terms of particular series of Securities for which such Person is Trusteeestablished as contemplated by Section 3.01, exclusive, however, of any provisions or terms which relate solely to other series of Securitiesfor which such Person is not Trustee, regardless of when such terms or provisions were adopted, and exclusive of any provisions or termsadopted by means of one or more indentures supplemental hereto executed and delivered after such person had become such Trustee, but towhich such person, as such Trustee, was not a party; provided, further that in the event that this Indenture is supplemented or amended byone or more indentures supplemental hereto which are only applicable to certain series of Securities, the term “Indenture” for a particularseries of Securities shall only include the supplemental indentures applicable thereto.

Individual Securities:The term “Individual Securities” shall have the meaning specified in Section 3.01(p).

Interest:The term “interest” shall mean, unless the context otherwise requires, interest payable on any Securities, and with respect to an

Original Issue Discount Security that by its terms bears interest only after Maturity, interest payable after Maturity.

Interest Payment Date:The term “Interest Payment Date” shall mean, with respect to any Security, the Stated Maturity of an installment of interest on such

Security.

Issuers:The term “Issuers” shall mean the Persons named as “Issuers” in the first paragraph of this Indenture until successor Persons shall

have become such pursuant to the applicable provisions of this Indenture, and thereafter “Issuers” shall mean such successor Persons.

Issuer Order:The term “Issuer Order” shall mean a written order signed in the names of the Issuers by the Chief Executive Officer, the President,

the Chief Financial Officer, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or Corporate Treasurer,any Assistant Treasurer or Assistant Corporate Treasurer, the Controller or Corporate Controller, any Assistant Controller or AssistantCorporate Controller, the Secretary or any Assistant Secretary of such Issuer, and delivered to the Trustee.

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JCP:The term “JCP” shall mean the Person named as “JCP” in the first paragraph of this Indenture until a successor Person shall have

become such pursuant to the applicable provisions of this Indenture, and thereafter “JCP” shall mean such successor Person.

Mandatory Sinking Fund Payment:The term “Mandatory Sinking Fund Payment” shall have the meaning assigned to it in Section 5.01(b).

Maturity:The term “Maturity,” with respect to any Security, shall mean the date on which the principal or an installment of principal of such

Security shall become due and payable as therein and herein provided, whether by declaration of acceleration, call for redemption orotherwise.

Members:The term “Members” shall have the meaning assigned to it in Section 3.03(i).

Officers’ Certificate:The term “Officers’ Certificate” shall mean a certificate signed by any two of the Chief Executive Officer, the President, the Chief

Financial Officer, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or Corporate Treasurer, anyAssistant Treasurer or Assistant Corporate Treasurer, the Controller or Corporate Controller, any Assistant Controller or AssistantCorporate Controller, the Secretary or any Assistant Secretary of each of the Issuers. Each such certificate shall include the statementsprovided for in Section 16.01 if and to the extent required by the provisions of such Section.

Opinion of Counsel:The term “Opinion of Counsel” shall mean an opinion in writing signed by one or more legal counsel, who may be an employee of or

counsel to an Issuer, or may be one or more other counsel that meets the requirements provided for in Section 16.01, and which counsel isotherwise reasonably acceptable to the Trustee.

Optional Sinking Fund Payment:The term “Optional Sinking Fund Payment” shall have the meaning assigned to it in Section 5.01(b).

Original Issue Discount Security:The term “Original Issue Discount Security” shall mean any Security that is issued with “original issue discount” within the meaning

of Section 1273(a) of the Code and the regulations thereunder, or any successor provision, and any other Security designated by the Issuersas issued with original issue discount for United States federal income tax purposes.

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Outstanding:The term “Outstanding,” when used with respect to Securities means, as of the date of determination, all Securities theretofore

authenticated and delivered under this Indenture, except:

(a) Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation;

(b) Securities or portions thereof for the payment or redemption of which money in the necessary amount has been theretoforedeposited with the Trustee or any Paying Agent (other than the Issuers) in trust or set aside and segregated in trust by either or both of theIssuers (if either or both of the Issuers shall act as Paying Agent) for the Holders of such Securities (in each case other than pursuant toSection 12.03); provided, however, that if such Securities or portions thereof are to be redeemed, notice of such redemption has been dulygiven pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;

(c) Securities as to which the Issuers’ obligations have been Discharged pursuant to Section 12.03 or as to which CovenantDefeasance has been effected pursuant to Section 12.03, except, in each case, to the extent provided in Section 12.03; and

(d) Securities that have been paid pursuant to Section 3.07(b) or in exchange for or in lieu of which other Securities have beenauthenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented toa Responsible Officer of the Trustee proof satisfactory to it that such Securities are held by a protected purchaser in whose hands suchSecurities are valid obligations of the Issuers;

provided, however, that in determining whether the Holders of the requisite principal amount of Securities of a series Outstanding havegiven or made any request, demand, authorization, direction, notice, consent or waiver or performed any other action hereunder or arepresent for quorum purposes at any meeting of Securityholders, Securities owned by the Issuers or any other obligor upon the Securities ofsuch series or any Affiliate of the Issuers or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, indetermining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent,waiver or other action or in determining the presence of a quorum at a meeting of Securityholders, only Securities of such series that aResponsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities so owned that have been pledged ingood faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to act with respectto such Securities and that the pledgee is not an Issuer or any other obligor upon such Securities or any Affiliate of the Issuers or of suchother obligor. In determining whether the Holders of the requisite principal amount of Outstanding Securities of a series have given ormade any request, demand, authorization, direction, notice, consent or waiver or performed any other action hereunder or are present forquorum purposes at any meeting of Securityholders, the principal amount of an Original Issue Discount Security that shall be deemed to beOutstanding for such purpose shall be the amount

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of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of theMaturity thereof pursuant to Section 7.02 and the principal amount of a Security denominated in a Foreign Currency that shall be deemed tobe Outstanding for such purpose shall be the amount calculated pursuant to Section 3.11(b).

Paying Agent:The term “Paying Agent” shall have the meaning assigned to it in Section 6.02(a).

Person:The term “Person” shall mean an individual, a corporation, a limited liability company, a partnership, an association, a joint stock

company, a trust, an unincorporated organization or a government or an agency or political subdivision thereof.

Place of Payment:The term “Place of Payment” shall mean, when used with respect to the Securities of any series, the place or places where the

principal of and premium, if any, and interest on the Securities of that series are payable as specified pursuant to Section 3.01.

Predecessor Security:The term “Predecessor Security” shall mean, with respect to any Security, every previous Security evidencing all or a portion of the

same Indebtedness as that evidenced by such particular Security, and, for the purposes of this definition, any Security authenticated anddelivered under Section 3.07 in lieu of a lost, destroyed or stolen Security shall be deemed to evidence the same Indebtedness as the lost,destroyed or stolen Security.

Record Date:The term “Record Date” shall mean, with respect to any interest payable on any Security on any Interest Payment Date, the close of

business on any date specified in such Security for the payment of interest pursuant to Section 3.01.

Redemption Date:The term “Redemption Date” shall mean, when used with respect to any Security to be redeemed, in whole or in part, the date fixed

for such redemption by or pursuant to this Indenture and the terms of such Security, which, in the case of a Floating Rate Security, unlessotherwise specified pursuant to Section 3.01, shall be an Interest Payment Date only.

Redemption Price:The term “Redemption Price,” when used with respect to any Security to be redeemed, in whole or in part, shall mean the price at

which it is to be redeemed pursuant to the terms of the applicable Security and this Indenture.

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Register:The term “Register” shall have the meaning assigned to it in Section 3.05(a).

Registrar:The term “Registrar” shall have the meaning assigned to it in Section 3.05(a).

Responsible Officer:The term “Responsible Officer” of the Trustee hereunder shall mean any vice president, any assistant vice president, any trust officer,

any assistant trust officer or any other officer associated with the corporate trust department of the Trustee customarily performingfunctions similar to those performed by any of the above designated officers, who shall have direct responsibility for the administration ofthis Indenture, and also means, with respect to a particular corporate trust matter, any other officer of the Trustee to whom such matter isreferred because of such person’s knowledge of and familiarity with the particular subject.

SEC:The term “SEC” shall mean the United States Securities and Exchange Commission, as constituted from time to time.

Securities Act:The term “Securities Act” shall mean the United States Securities Act of 1933 and the rules and regulations promulgated by the SEC

thereunder and any statute successor thereto, in each case as amended from time to time.

Security:The term “Security” or “Securities” shall have the meaning stated in the recitals and shall more particularly mean one or more of the

Securities duly authenticated by the Trustee and delivered pursuant to the provisions of this Indenture.

Security Custodian:The term “Security Custodian” shall mean the custodian with respect to any Global Security appointed by the Depositary, or any

successor Person thereto, and shall initially be the Paying Agent.

Securityholder; Holder of Securities; Holder:The term “Securityholder” or “Holder of Securities” or “Holder” shall mean the Person in whose name Securities shall be registered

in the Register.

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Senior Indebtedness:The term “Senior Indebtedness” means the principal of (and premium, if any) and unpaid interest on (x) Indebtedness of the Issuers,

whether outstanding on the date hereof or thereafter created, incurred, assumed or guaranteed, for money borrowed other than (a) anyIndebtedness of any Issuer which when incurred, and without respect to any election under Section 1111(b) of the Federal BankruptcyCode, was without recourse to such Issuer, (b) any Indebtedness of an Issuer to any of its Subsidiaries, (c) Indebtedness to any employee ofany Issuer, (d) any liability for taxes, (e) Trade Payables and (f) any Indebtedness of the Issuers which is expressly subordinate in right ofpayment to any other Indebtedness of the Issuers, and (y) renewals, extensions, modifications and refundings of any such Indebtedness. Forpurposes of this definition of “Senior Indebtedness,” the phrase “subordinated in right of payment” means debt subordination only and notlien subordination, and accordingly, (i) unsecured indebtedness shall not be deemed to be subordinated in right of payment to securedindebtedness merely by virtue of the fact that it is unsecured, and (ii) junior liens, second liens and other contractual arrangements thatprovide for priorities among Holders of the same or different issues of indebtedness with respect to any collateral or the proceeds ofcollateral shall not constitute subordination in right of payment. This definition may be modified or superseded by a supplementalindenture.

Special Record Date:The term “Special Record Date” shall have the meaning assigned to it in Section 3.08(b)(i).

Stated Maturity:The term “Stated Maturity” when used with respect to any Security or any installment of principal or interest thereon, shall mean the

date specified in such Security as the fixed date on which the principal (or any portion thereof) of or premium, if any, on such Security orsuch installment of principal or interest is due and payable.

Subsidiary:The term “Subsidiary,” when used with respect to any Person, shall mean:

(a) any corporation, limited liability company, association or other business entity of which more than 50% of the total votingpower of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any votingagreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees ofthe corporation, limited liability company, association or other business entity is at the time owned or controlled, directly or indirectly, bythat Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(b) any partnership (i) the sole general partner or the managing general partner of which is such Person or a Subsidiary of suchPerson or (ii) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

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Successor Issuer:The term “Successor Issuer” shall have the meaning assigned to it in Section 3.06(i).

Trade Payables:The term “Trade Payables” means accounts payable or any other Indebtedness or monetary obligations to trade creditors created or

assumed by the Issuers or any Subsidiary of any Issuer in the ordinary course of business (including guarantees thereof or instrumentsevidencing such liabilities).

Trust Indenture Act; TIA:The term “Trust Indenture Act” or “TIA” shall mean the Trust Indenture Act of 1939, as amended, and the rules and regulations

thereunder as in effect on the date of this Indenture, except as provided in Section 14.06 and except to the extent any amendment to theTrust Indenture Act expressly provides for application of the Trust Indenture Act as in effect on another date.

Trustee:The term “Trustee” shall mean the Person named as the “Trustee” in the first paragraph of this Indenture until a successor Trustee

shall have become such with respect to one or more series of Securities pursuant to the applicable provisions of this Indenture, andthereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one suchPerson, “Trustee” as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series.

U.S. Dollars:The term “U.S. Dollars” shall mean such currency of the United States as at the time of payment shall be legal tender for the payment

of public and private debts.

U.S. Government Obligations:The term “U.S. Government Obligations” shall have the meaning assigned to it in Section 12.03.

United States:The term “United States” shall mean the United States of America (including the States and the District of Columbia), its territories

and its possessions and other areas subject to its jurisdiction.

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Wholly Owned Subsidiary:The term “Wholly Owned Subsidiary,” when used with respect to any Person, shall mean:

(a) any corporation, limited liability company, association or other business entity of which 100% of the total voting power ofshares (other than directors’ qualifying shares or an immaterial amount of shares required to be owned by other Persons pursuant toapplicable law) of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any votingagreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees ofthe corporation, limited liability company, association or other business entity is at the time owned or controlled, directly or indirectly, bythat Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(b) any partnership (i) the sole general partner or the managing general partner of which is such Person or a Wholly OwnedSubsidiary of such Person or (ii) the only general partners of which are that Person or one or more Wholly Owned Subsidiaries of thatPerson (or any combination thereof).

ARTICLE II

FORMS OF SECURITIES

Section 2.01 Terms of the Securities.

(a) The Securities of each series shall be substantially in the form set forth in an Issuer Order or in one or more indenturessupplemental hereto, and shall have such appropriate insertions, omissions, substitutions and other variations as are required or notprohibited by this Indenture, and may have such letters, numbers or other marks of identification or designation and such legends orendorsements placed thereon as the Issuers may deem appropriate and as are not prohibited by the provisions of this Indenture, or as maybe required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securitiesexchange on which any series of the Securities may be listed or of any automated quotation system on which any such series may be quoted,or to conform to usage, all as determined by the officers executing such Securities as conclusively evidenced by their execution of suchSecurities.

(b) The terms and provisions of the Securities shall constitute, and are hereby expressly made, a part of this Indenture, and, tothe extent applicable, the Issuers and the Trustee, by their execution and delivery of this Indenture expressly agree to such terms andprovisions and to be bound thereby.

Section 2.02 Form of Trustee’s Certificate of Authentication.

(a) Only such of the Securities as shall bear thereon a certificate substantially in the form of the Trustee’s certificate ofauthentication hereinafter recited, executed by the Trustee by manual signature, shall be valid or become obligatory for any purpose orentitle the Holder thereof to any right or benefit under this Indenture.

(b) Each Security shall be dated the date of its authentication, except that any Global Security shall be dated as of the datespecified as contemplated in Section 3.01.

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(c) The form of the Trustee’s certificate of authentication to be borne by the Securities shall be substantially as follows:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Date of authentication:

WILMINGTON TRUST, NATIONALASSOCIATION, as Trustee

By: Authorized Signatory

Section 2.03 Form of Trustee’s Certificate of Authentication by an Authenticating Agent. If at any time there shall be anAuthenticating Agent appointed with respect to any series of Securities, then the Trustee’s Certificate of Authentication by suchAuthenticating Agent to be borne by Securities of each such series shall be substantially as follows:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Date of authentication:

WILMINGTON TRUST, NATIONALASSOCIATION, as Trustee

By: [NAME OF AUTHENTICATING AGENT] as Authenticating Agent

By: Authorized Signatory

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ARTICLE III

THE DEBT SECURITIES

Section 3.01 Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities that may be authenticated anddelivered under this Indenture is unlimited. The Securities may be issued in one or more series. There shall be set forth in an Issuer Order orin one or more indentures supplemental hereto, prior to the issuance of Securities of any series:

(a) the title of the Securities of such series (which shall distinguish the Securities of such series from the Securities of all otherseries, except to the extent that additional Securities of an existing series are being issued);

(b) any limit upon the aggregate principal amount of the Securities of such series that may be authenticated and delivered underthis Indenture (except for Securities authenticated and delivered upon transfer of, or in exchange for, or in lieu of, other Securities of suchseries pursuant to Section 3.04, 3.06, 3.07, 4.06, or 14.05);

(c) the dates on which or periods during which the Securities of such series may be issued, and the dates on, or the range ofdates within, which the principal of and premium, if any, on the Securities of such series are or may be payable or the method by whichsuch date or dates shall be determined or extended;

(d) the rate or rates at which the Securities of such series shall bear interest, if any, or the method by which such rate or ratesshall be determined, whether such interest shall be payable in cash or additional Securities of the same series or another class or series ofsecurities or shall accrue and increase the aggregate principal amount outstanding of such series (including if such Securities wereoriginally issued at a discount), the date or dates from which such interest shall accrue, or the method by which such date or dates shall bedetermined, the Interest Payment Dates on which any such interest shall be payable, and the Record Dates for the determination of Holdersto whom interest is payable on such Interest Payment Dates or the method by which such date or dates shall be determined, the right, if any,to extend or defer interest payments and the duration of such extension or deferral;

(e) if other than U.S. Dollars, the Currency in which Securities of such series shall be denominated or in which payment of theprincipal of, premium, if any, or interest on the Securities of such series shall be payable and any other terms concerning such payment;

(f) if the amount of payment of principal of, premium, if any, or interest on the Securities of such series may be determined withreference to an index, formula or other method, including, but not limited to, an index based on a Currency or Currencies other than that inwhich the Securities are stated to be payable, the manner in which such amounts shall be determined;

(g) if the principal of, premium, if any, or interest on Securities of such series are to be payable, at the election of the Issuers or aHolder thereof, in a Currency other than that in which such Securities are denominated or stated to be payable without such election, theperiod or periods within which, and the terms and conditions upon which, such election may

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be made and the time and the manner of determining the exchange rate between the Currency in which such Securities are denominated orpayable without such election and the Currency in which such Securities are to be paid if such election is made;

(h) the place or places, if any, in addition to or instead of the Corporate Trust Office of the Trustee where the principal of,premium, if any, and interest on Securities of such series shall be payable, and where Securities of such series may be presented forregistration of transfer, exchange or conversion, and the place or places where notices and demands to or upon the Issuers in respect of theSecurities of such series may be made;

(i) the price or prices at which, the period or periods within which or the date or dates on which, and the terms and conditionsupon which Securities of such series may be redeemed, in whole or in part, at the option of the Issuers, if the Issuers are to have that option;

(j) the obligation or right, if any, of the Issuers to redeem, purchase or repay Securities of such series pursuant to any sinkingfund, amortization or analogous provisions or at the option of a Holder thereof and the price or prices at which, the period or periods withinwhich or the date or dates on which, the Currency or Currencies in which and the terms and conditions upon which Securities of such seriesshall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;

(k) if other than minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof, the denominations inwhich Securities of such series shall be issuable;

(l) if other than the principal amount thereof, the portion of the principal amount of the Securities of such series which shall bepayable upon declaration of acceleration of the Maturity thereof pursuant to Section 7.02;

(m) the guarantors, if any, of the Securities of such series, and the form and terms of the guarantees (including provisionsrelating to seniority or subordination of such guarantees and the release of the guarantors), if any, of any payment or other obligations onsuch Securities and any additions or changes to this Indenture to permit or facilitate guarantees of such Securities;

(n) whether the Securities of such series are to be issued as Original Issue Discount Securities and the amount of discount withwhich such Securities may be issued;

(o) provisions, if any, for the defeasance of Securities of such series in whole or in part and any addition to or change in theprovisions related to satisfaction and discharge;

(p) whether the Securities of such series are to be issued in whole or in part in the form of one or more Global Securities and, insuch case, the Depositary for such Global Security or Global Securities, and the terms and conditions, if any, upon which interests in suchGlobal Security or Global Securities may be exchanged in whole or in part for the individual securities represented thereby in definitiveform registered in the name or names of Persons other than such Depositary or a nominee or nominees thereof (“Individual Securities”);

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(q) the date as of which any Global Security of such series shall be dated if other than the original issuance of the first Securityof such series to be issued;

(r) the form of the Securities of such series;

(s) if the Securities of such series are to be convertible into or exchangeable for any securities or property of any Person(including the Issuers), the terms and conditions upon which such Securities will be so convertible or exchangeable, and any additions orchanges to this Indenture, if any, to permit or facilitate such conversion or exchange;

(t) whether the Securities of such series are subject to subordination and the terms of such subordination;

(u) if any payment or other obligations on Securities of such series are to be secured by any property, the nature of such securityand provisions related thereto;

(v) any restriction or condition on the transferability of the Securities of such series;

(w) any addition or change in the provisions related to compensation and reimbursement of the Trustee which applies toSecurities of such series;

(x) any addition or change in the provisions related to supplemental indentures set forth in Sections 14.01, 14.02 and 14.04which applies to Securities of such series;

(y) provisions, if any, granting special rights to Holders of Securities of such series upon the occurrence of specified events;

(z) any addition to or change in the Events of Default which applies to any Securities of such series and any change in the rightof the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 7.02and any addition to or change in the provisions set forth in Article VII which applies to Securities of such series;

(aa) provisions, if any, to permit or facilitate the issuance of Securities of such series in bearer form, registrable or not registrableas to principal and with or without interest coupons;

(bb) any addition to or change in the covenants set forth in Article VI which applies to Securities of such series; and

(cc) any other terms of the Securities of such series (which terms shall not be inconsistent with the provisions of the TIA, butmay modify, amend, supplement or delete any of the terms of this Indenture with respect to such series).

All Securities of any one series shall be substantially identical, except as to denomination and except as may otherwise be provided hereinor set forth in an Issuer Order or in one or more indentures supplemental hereto.

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Section 3.02 Denominations. In the absence of any specification pursuant to Section 3.01 with respect to Securities of any series, theSecurities of such series shall be issuable only as Securities in minimum denominations of $2,000 and integral multiples of $1,000 in excessthereof and shall be payable only in U.S. Dollars.

Section 3.03 Execution, Authentication, Delivery and Dating.

(a) The Securities shall be executed in the name and on behalf of each of the Issuers by the manual or facsimile signature of itsChief Executive Officer, its President, its Chief Financial Officer, one of its Executive Vice Presidents, Senior Vice Presidents or VicePresidents, its Controller or Corporate Controller, one of its Assistant Controllers or Assistant Corporate Controllers, its Treasurer orCorporate Treasurer, one of its Assistant Treasurers or Assistant Corporate Treasurers, its General Counsel, its Secretary or one of itsAssistant Secretaries. If the Person whose signature is on a Security no longer holds that office at the time the Security is authenticated anddelivered, the Security shall nevertheless be valid.

(b) At any time and from time to time after the execution and delivery of this Indenture, the Issuers may deliver Securities of anyseries executed by the Issuers to the Trustee for authentication, together with an Issuer Order for the authentication and delivery of suchSecurities and, if required pursuant to Section 3.01 with respect to the Securities of such series, a supplemental indenture or Issuer Ordersetting forth the terms of the Securities of such series. The Trustee shall thereupon authenticate and deliver such Securities without anyfurther action by the Issuers. The Issuer Order shall specify the amount of Securities to be authenticated and the date on which the originalissue of such Securities is to be authenticated.

(c) In authenticating the first Securities of any series and accepting the additional responsibilities under this Indenture in relationto such Securities the Trustee shall receive, and (subject to Section 11.02) shall be fully protected in relying upon, an Officers’ Certificateand an Opinion of Counsel, each prepared in accordance with Section 16.01, stating (i) that the conditions precedent, if any, provided for inthis Indenture which relate to such authentication have been complied with and (ii) that the Securities constitute the valid, binding andenforceable obligations of the Issuer according to the terms thereof.

(d) The Trustee shall have the right to decline to authenticate and deliver the Securities under this Section 3.03 if the issue of theSecurities pursuant to this Indenture will adversely affect the Trustee’s own rights, duties, liabilities or immunities under the Securities andthis Indenture.

(e) Each Security shall be dated the date of its authentication, except as otherwise provided pursuant to Section 3.01 with respectto the Securities of such series.

(f) Notwithstanding the provisions of Section 3.01 and of this Section 3.03, if all of the Securities of any series are not to beoriginally issued at the same time, then the documents required to be delivered pursuant to this Section 3.03 must be delivered only onceprior to the authentication and delivery of the first Security of such series;

(g) If the Issuers shall establish pursuant to Section 3.01 that the Securities of a series are to be issued in whole or in part in theform of one or more Global Securities, then

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the Issuers shall execute and the Trustee, in accordance with the Issuer Order or indenture supplemental hereto establishing the terms of theSecurities of such series, shall authenticate and deliver one or more Global Securities that (i) shall represent an aggregate amount equal tothe aggregate principal amount of the Outstanding Securities of such series to be represented by such Global Securities, (ii) shall beregistered, if in registered form, in the name of the Depositary for such Global Security or Global Securities or the nominee of suchDepositary, (iii) shall be delivered by the Trustee to such Depositary or the applicable Security Custodian or pursuant to such Depositary’sinstruction and (iv) shall bear a legend substantially to the following effect (or to such other effect as may be required by such Depositary):

“THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TOAND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BETREATED BY THE ISSUERS, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITYFOR ALL PURPOSES.TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, BY THEDEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARYOR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSORDEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.”

The aggregate principal amount of each Global Security may from time to time be increased or decreased by adjustments made on therecords of the Security Custodian, as provided in this Indenture, or on a schedule to such Global Security.

(h) Each Depositary designated pursuant to Section 3.01 for a Global Security in registered form must, at the time of itsdesignation and at all times while it serves as such Depositary, be a clearing agency registered under the Exchange Act and any otherapplicable statute or regulation.

(i) Members of, or participants in, the Depositary (“Members”) shall have no rights under this Indenture with respect to anyGlobal Security held on their behalf by the Depositary or by the Security Custodian under such Global Security, and the Depositary may betreated by the Issuers, the Trustee, the Paying Agent and the Registrar and any of their agents as the absolute owner of such Global Securityfor all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee, the Paying Agent or theRegistrar or any of their agents from giving effect to any written certification, proxy or other authorization furnished by the Depositary orimpair, as between the Depositary and its Members, the operation of customary practices of the Depositary governing the exercise of therights of an owner of a beneficial interest in any Global Security. The Holder of a Global Security may grant proxies and otherwiseauthorize any Person, including Members and Persons that may hold interests through Members, to take any action that a Holder is entitledto take under this Indenture or the Securities.

(j) No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appearson such Security a certificate of

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authentication substantially in one of the forms provided for herein duly executed by the Trustee or by an Authenticating Agent by manualor facsimile signature of an authorized signatory of the Trustee or Authenticating Agent, and such certificate upon any Security shall beconclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to thebenefits of this Indenture.

Section 3.04 Temporary Securities.

(a) Pending the preparation of definitive Securities of any series, the Issuers may execute, and upon receipt by the Trustee of anIssuer Order the Trustee shall authenticate and deliver, temporary Securities that are printed, lithographed, typewritten, mimeographed orotherwise reproduced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they areissued, in registered form and with such appropriate insertions, omissions, substitutions and other variations as the officers executing suchSecurities may determine, as conclusively evidenced by their execution of such Securities. Any such temporary Security may be in theform of one or more Global Securities, representing all or a portion of the Outstanding Securities of such series. Every such temporarySecurity shall be executed by the Issuers and shall be authenticated and delivered by the Trustee upon the same conditions and insubstantially the same manner, and with the same effect, as the definitive Security or Securities in lieu of which it is issued.

(b) If temporary Securities of any series are issued, the Issuers will cause definitive Securities of such series to be preparedwithout unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall beexchangeable for definitive Securities of such series upon surrender of such temporary Securities at the office or agency of the Issuers in aPlace of Payment for such series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities ofany series, the Issuers shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitiveSecurities of the same series of authorized denominations and of like tenor. Until so exchanged, the temporary Securities of any series shallin all respects be entitled to the same benefits under this Indenture as definitive Securities of such series.

(c) Upon any exchange of a portion of a temporary Global Security for a definitive Global Security or for the IndividualSecurities represented thereby pursuant to this Section 3.04 or Section 3.06, the temporary Global Security shall be endorsed by the Trusteeto reflect the reduction of the principal amount evidenced thereby, whereupon the principal amount of such temporary Global Securityshall be reduced for all purposes by the amount so exchanged and endorsed.

Section 3.05 Registrar.

(a) The Issuers will keep, at an office or agency to be maintained by it in a Place of Payment where Securities may be presentedfor registration or presented and surrendered for registration of transfer or of exchange, and where Securities of any series that areconvertible or exchangeable may be surrendered for conversion or exchange, as applicable (the “Registrar”), a security register for theregistration and the registration of transfer or of exchange of the Securities (the registers maintained in such office and in any other officeor agency of the

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Issuers in a Place of Payment being herein sometimes collectively referred to as the “Register”), as in this Indenture provided, whichRegister shall at all reasonable times be open for inspection by the Trustee. Such Register shall be in written form or in any other formcapable of being converted into written form within a reasonable time. The Issuers may have one or more co-Registrars; the term“Registrar” includes any co-registrar.

(b) The Issuers shall enter into an appropriate agency agreement with any Registrar or co-Registrar not a party to this Indenture.The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuers shall notify the Trustee of the nameand address of each such agent. If the Issuers fail to maintain a Registrar for any series, the Trustee shall act as such and shall be entitled toappropriate compensation therefor pursuant to Section 11.01. The Issuers or any Affiliate thereof may act as Registrar, co-Registrar ortransfer agent.

(c) The Issuers hereby appoint the Trustee at its Corporate Trust Office as Registrar in connection with the Securities and thisIndenture, until such time as another Person is appointed as such.

Section 3.06 Transfer and Exchange.

(a) Transfer.(i) Upon surrender for registration of transfer of any Security of any series at the Registrar the Issuers shall execute, and the

Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee, one or more newSecurities of the same series for like aggregate principal amount of any authorized denomination or denominations. The transferof any Security shall not be valid as against the Issuers or the Trustee unless registered at the Registrar at the request of theHolder, or at the request of his, her or its attorney duly authorized in writing.

(ii) Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for theIndividual Securities represented thereby, a Global Security representing all or a portion of the Securities of a series may not betransferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of suchDepositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successorDepositary for such series or a nominee of such successor Depositary.

(b) Exchange.(i) At the option of the Holder, Securities of any series (other than a Global Security, except as set forth below) may be

exchanged for other Securities of the same series for like aggregate principal amount of any authorized denomination ordenominations, upon surrender of the Securities to be exchanged at the Registrar.

(ii) Whenever any Securities are so surrendered for exchange, the Issuers shall execute, and the Trustee shall authenticateand deliver, the Securities that the Holder making the exchange is entitled to receive.

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(c) Exchange of Global Securities for Individual Securities. Except as provided below in this subsection (c), owners of beneficialinterests in Global Securities will not be entitled to receive Individual Securities.

(i) Individual Securities shall be issued to all owners of beneficial interests in a Global Security in exchange for suchinterests if: (A) at any time the Depositary for the Securities of a series notifies the Issuers that it is unwilling or unable tocontinue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series shall nolonger be eligible under Section 3.03(h) and, in each case, a successor Depositary is not appointed by the Issuers within 90 daysafter the Issuers receive such notice or becomes aware of such ineligibility, as applicable, or (B) the Issuers execute and deliver tothe Trustee and the Registrar an Officers’ Certificate stating that such Global Security shall be so exchangeable.In connection with the exchange of an entire Global Security for Individual Securities pursuant to this subsection (c), such Global

Security shall be deemed to be surrendered to the Trustee for cancellation, and the Issuers shall execute, and the Trustee, upon receiptby the Trustee of an Issuer Order for the authentication and delivery of Individual Securities of such series, shall authenticate anddeliver to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Security, an equalaggregate principal amount of Individual Securities of authorized denominations.

(ii) The owner of a beneficial interest in a Global Security will be entitled to receive an Individual Security in exchange forsuch interest if an Event of Default has occurred and is continuing. Upon receipt by the Security Custodian and Registrar ofinstructions from the Holder of a Global Security directing the Security Custodian and Registrar to (x) issue one or moreIndividual Securities in the amounts specified to the owner of a beneficial interest in such Global Security and (y) debit or causeto be debited an equivalent amount of beneficial interest in such Global Security, subject to the rules and regulations of theDepositary:

(A) the Security Custodian and Registrar shall notify the Issuers and the Trustee of such instructions, identifying theowner and amount of such beneficial interest in such Global Security;

(B) the Issuers shall promptly execute and the Trustee, upon receipt by the Trustee of an Issuer Order for theauthentication and delivery of Individual Securities of such series, shall authenticate and deliver to such beneficial ownerIndividual Securities in an equivalent amount to such beneficial interest in such Global Security; and

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(C) the Security Custodian and Registrar shall decrease such Global Security by such amount in accordance with theforegoing. In the event that the Individual Securities are not issued to each such beneficial owner promptly after theRegistrar has received a request from the Holder of a Global Security to issue such Individual Securities, the Issuersexpressly acknowledge, with respect to the right of any Holder to pursue a remedy pursuant to Section 7.07 hereof, theright of any beneficial owner of Securities to pursue such remedy with respect to the portion of the Global Security thatrepresents such beneficial owner’s Securities as if such Individual Securities had been issued.

(iii) If specified by the Issuers pursuant to Section 3.01 with respect to a series of Securities, the Depositary for such seriesof Securities may surrender a Global Security for such series of Securities in exchange in whole or in part for Individual Securitiesof such series on such terms as are acceptable to the Issuers and such Depositary. Thereupon, the Issuers shall execute, and theTrustee shall authenticate and deliver, without service charge,

(A) to each Person specified by such Depositary a new Individual Security or new Individual Securities of the sameseries, of any authorized denomination as requested by such Person in aggregate principal amount equal to and inexchange for such Person’s beneficial interest in the Global Security; and

(B) to such Depositary a new Global Security in a denomination equal to the difference, if any, between the principalamount of the surrendered Global Security and the aggregate principal amount of Individual Securities delivered toHolders thereof.

(iv) In any exchange provided for in clauses (i) through (iii), the Issuers will execute and the Trustee will authenticate anddeliver Individual Securities in registered form in authorized denominations.

(v) Upon the exchange in full of a Global Security for Individual Securities, such Global Security shall be canceled by theTrustee. Individual Securities issued in exchange for a Global Security pursuant to this Section shall be registered in such namesand in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct orindirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Persons in whosenames such Securities are so registered.

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(d) All Securities issued upon any registration of transfer or exchange of Securities shall be valid obligations of the Issuersevidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered for such registration oftransfer or exchange.

(e) Every Security presented or surrendered for registration of transfer, or for exchange or payment shall (if so required by theIssuers, the Trustee or the Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in formsatisfactory to the Issuers, the Trustee and the Registrar, duly executed by the Holder thereof or by such Holder’s attorney duly authorizedin writing.

(f) No service charge will be made for any registration of transfer or exchange of Securities. The Issuers may require payment tobe made to the Trustee of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connectionwith any registration of transfer or exchange of Securities, other than those expressly provided in this Indenture to be made at the Issuers’own expense or without expense or charge to the Holders.

(g) Neither the Issuers nor the Registrar shall be required to (i) register, transfer or exchange Securities of any series during aperiod beginning at the opening of business 15 days before the day of the transmission of a notice of redemption of Securities of suchseries selected for redemption under Section 4.03 and ending at the close of business on the day of such transmission, or (ii) register,transfer or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security beingredeemed in part.

(h) Prior to the due presentation for registration of transfer or exchange of any Security, the Issuers, the Trustee, the PayingAgent, the Registrar, any co-Registrar or any of their agents shall deem and treat the Person in whose name a Security is registered as theabsolute owner of such Security (whether or not such Security shall be overdue and notwithstanding any notation of ownership or otherwriting thereon) for all purposes whatsoever, and none of the Issuers, the Trustee, the Paying Agent, the Registrar, any co-Registrar or anyof their agents shall be affected by any notice to the contrary.

(i) In case a successor Issuer (“Successor Issuer”) has executed an indenture supplemental hereto with the Trustee pursuant toArticle XIV, any of the Securities authenticated or delivered pursuant to such transaction may, from time to time, at the request of theSuccessor Issuer, be exchanged for other Securities executed in the name of the Successor Issuer with such changes in phraseology andform as may be appropriate, but otherwise identical to the Securities surrendered for such exchange and of like principal amount; and theTrustee, upon receipt by the Trustee of an Issuer Order of the Successor Issuer, shall authenticate and deliver Securities as specified in suchorder for the purpose of such exchange. If Securities shall at any time be authenticated and delivered in any new name of a Successor Issuerpursuant to this Section 3.06 in exchange or substitution for or upon registration of transfer of any Securities, such Successor Issuer, at theoption of the Holders but without expense to them, shall provide for the exchange of all Securities at the time Outstanding for Securitiesauthenticated and delivered in such new name.

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(j) Each Holder of a Security agrees to indemnify the Issuers and the Trustee against any liability that may result from thetransfer, exchange or assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United Statesfederal or state securities laws.

(k) Neither the Trustee nor the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliancewith any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in anySecurity other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so ifand when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form withthe express requirements hereof.

(l) Neither the Trustee nor any agent of the Trustee shall have any responsibility for any actions taken or not taken by theDepositary.

Section 3.07 Mutilated, Destroyed, Lost and Stolen Securities.

(a) If (i) any mutilated Security is surrendered to the Trustee at its Corporate Trust Office or (ii) the Issuers and the Trusteereceive evidence to their satisfaction of the destruction, loss or theft of any Security, and there is delivered to the Issuers and the Trusteesecurity or indemnity satisfactory to them to save each of them and any Paying Agent harmless, and neither the Issuers nor the Trusteereceives notice that such Security has been acquired by a protected purchaser, then the Issuers shall execute and upon receipt by the Trusteeof an Issuer Order the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolenSecurity, a new Security of the same series and of like tenor, form, terms and principal amount, bearing a number not contemporaneouslyoutstanding, that neither gain nor loss in interest shall result from such exchange or substitution. In every case, the applicant for areplacement Security shall furnish the Issuers and the Trustee such security or indemnity as may be required by them to save each of themharmless.

(b) In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Issuersin their discretion may, instead of issuing a new Security, pay the amount due on such Security in accordance with its terms.

(c) Upon the issuance of any new Security under this Section, the Issuers may require the payment of a sum sufficient to coverany tax or other governmental charge that may be imposed in respect thereto and any other expenses (including the fees and expenses of theTrustee) connected therewith.

(d) Every new Security of any series issued pursuant to this Section shall constitute an original additional contractual obligationof the Issuers, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to allthe benefits of this Indenture equally and proportionately with any and all other Securities of that series duly issued hereunder.

(e) The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies withrespect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

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Section 3.08 Payment of Interest; Interest Rights Preserved.

(a) Interest on any Security that is payable and is punctually paid or duly provided for on any Interest Payment Date shall bepaid to the Person in whose name such Security (or one or more Predecessor Securities) is registered at the close of business on the RecordDate for such interest notwithstanding the cancellation of such Security upon any transfer or exchange subsequent to the Record Date.Payment of interest on Securities shall be made at the Corporate Trust Office (except as otherwise specified pursuant to Section 3.01) or, atthe option of the Issuers, by check mailed to the address of the Person entitled thereto as such address shall appear in the Register or bywire transfer to an account designated by the Holder.

(b) Any interest on any Security that is payable but is not punctually paid or duly provided for on any Interest Payment Date(herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Record Date by virtue of his, her or itshaving been such a Holder, and such Defaulted Interest may be paid by the Issuers, at their election in each case, as provided in clause (i) or(ii) below:

(i) The Issuers may elect to make payment of any Defaulted Interest to the Persons in whose names such Securities (or theirrespective Predecessor Securities) are registered at the close of business on a special record date for the payment of suchDefaulted Interest (a “Special Record Date”), which shall be fixed in the following manner. The Issuers shall notify the Trustee inwriting of the amount of Defaulted Interest proposed to be paid on each such Security and the date of the proposed payment, andat the same time the Issuers shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paidin respect of such Defaulted Interest prior to the date of the proposed payment, such money when deposited to be held in trust forthe benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Issuers shall fix a SpecialRecord Date for the payment of such Defaulted Interest which shall be not more than 15 calendar days and not less than 10calendar days prior to the date of the proposed payment and not less than 10 calendar days after the Issuers give to the Trustee thenotice of the proposed payment. The Issuers shall promptly notify the Trustee of such Special Record Date and, in the name andat the expense of the Issuers, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Datetherefor to be given to the Holders of such Securities not less than 10 calendar days prior to such Special Record Date. Notice ofthe proposed payment of such Defaulted Interest and the Special Record Date therefor having been given as aforesaid, suchDefaulted Interest shall be paid to the Persons in whose names such Securities (or their respective Predecessor Securities) areregistered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause(ii).

(ii) The Issuers may make payment of any Defaulted Interest on Securities in any other lawful manner not inconsistent withthe requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required bysuch exchange, if, after notice given by the Issuers to the Trustee of the proposed payment pursuant to this clause, such manner ofpayment shall be deemed practicable by the Trustee.

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(c) Subject to the provisions set forth herein relating to Record Dates, each Security delivered pursuant to any provision of thisIndenture in exchange or substitution for, or upon registration of transfer of, any other Security shall carry all the rights to interest accruedand unpaid, and to accrue, which were carried by such other Security.

Section 3.09 Cancellation. Unless otherwise specified pursuant to Section 3.01 for Securities of any series, all Securities surrenderedfor payment, redemption, registration of transfer or exchange or credit against any sinking fund or otherwise shall, if surrendered to anyPerson other than the Trustee, be delivered to the Trustee for cancellation and shall be promptly canceled by it and, if surrendered to theTrustee, shall be promptly canceled by it. The Issuers may at any time deliver to the Trustee for cancellation any Securities previouslyauthenticated and delivered hereunder that the Issuers may have acquired in any manner whatsoever, and all Securities so delivered shall bepromptly canceled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities canceled as provided inthis Section, except as expressly permitted by this Indenture. The Trustee shall dispose of all canceled Securities held by it in accordancewith its then customary procedures and deliver a certificate of such disposal to the Issuers upon their request therefor. The acquisition ofany Securities by the Issuers shall not operate as a redemption or satisfaction of the Indebtedness represented thereby unless and until suchSecurities are surrendered to the Trustee for cancellation.

Section 3.10 Computation of Interest. Except as otherwise specified pursuant to Section 3.01 for Securities of any series, interest onthe Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months.

Section 3.11 Currency of Payments in Respect of Securities.

(a) Except as otherwise specified pursuant to Section 3.01 for Securities of any series, payment of the principal of and premium,if any, and interest on Securities of such series will be made in U.S. Dollars.

(b) For purposes of any provision of this Indenture where the Holders of Outstanding Securities may perform an action thatrequires that a specified percentage of the Outstanding Securities of all series perform such action and for purposes of any decision ordetermination by the Trustee of amounts due and unpaid for the principal of and premium, if any, and interest on the Securities of all seriesin respect of which moneys are to be disbursed ratably, the principal of and premium, if any, and interest on the Outstanding Securitiesdenominated in a Foreign Currency will be the amount in U.S. Dollars based upon exchange rates, determined as specified pursuant toSection 3.01 for Securities of such series, as of the date for determining whether the Holders entitled to perform such action haveperformed it or as of the date of such decision or determination by the Trustee, as the case may be.

(c) Any decision or determination to be made regarding exchange rates shall be made by an agent appointed by the Issuers;provided, that such agent shall accept such appointment in writing and the terms of such appointment shall, in the opinion of the Issuers at

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the time of such appointment, require such agent to make such determination by a method consistent with the method provided pursuant toSection 3.01 for the making of such decision or determination. All decisions and determinations of such agent regarding exchange ratesshall, in the absence of manifest error, be conclusive for all purposes and irrevocably binding upon the Issuers, the Trustee and all Holdersof the Securities.

Section 3.12 Judgments. The Issuers may provide pursuant to Section 3.01 for Securities of any series that (a) the obligation, if any, ofthe Issuers to pay the principal of, premium, if any, and interest on the Securities of any series in a Foreign Currency or U.S. Dollars (the“Designated Currency”) as may be specified pursuant to Section 3.01 is of the essence and agrees that, to the fullest extent possible underapplicable law, judgments in respect of such Securities shall be given in the Designated Currency; (b) the obligation of the Issuers to makepayments in the Designated Currency of the principal of and premium, if any, and interest on such Securities shall, notwithstanding anypayment in any other Currency (whether pursuant to a judgment or otherwise), be discharged only to the extent of the amount in theDesignated Currency that the Holder receiving such payment may, in accordance with normal banking procedures, purchase with the sumpaid in such other Currency (after any premium and cost of exchange) on the business day in the country of issue of the DesignatedCurrency or in the international banking community (in the case of a composite currency) immediately following the day on which suchHolder receives such payment; (c) if the amount in the Designated Currency that may be so purchased for any reason falls short of theamount originally due, the Issuers shall pay such additional amounts as may be necessary to compensate for such shortfall; and (d) anyobligation of the Issuers not discharged by such payment shall be due as a separate and independent obligation and, until discharged asprovided herein, shall continue in full force and effect.

Section 3.13 CUSIP Numbers. The Issuers in issuing any Securities of a series may use CUSIP numbers, ISINs or other similarnumbers, if then generally in use, and thereafter, with respect to such series, the Trustee may use such numbers in any notice (including anynotice of redemption or exchange) with respect to such series provided that any such notice may state that no representation is made as tothe correctness of such numbers either as printed on the Securities or as contained in any notice and that reliance may be placed only on theother identification numbers printed on the Securities, and any such notice, redemption or exchange shall not be affected by any defect in oromission of such numbers. The Issuers will notify the Trustee of any change in the CUSIP numbers, ISINs or other similar numbers withrespect to any such series.

ARTICLE IV

REDEMPTION OF SECURITIES

Section 4.01 Applicability of Right of Redemption. Redemption of Securities (other than pursuant to a sinking fund, amortization oranalogous provision) permitted by the terms of any series of Securities shall be made (except as otherwise specified pursuant toSection 3.01 for Securities of any series) in accordance with this Article; provided, however, that if any such terms of a series of Securitiesshall conflict with any provision of this Article, the terms of such series shall govern.

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Section 4.02 Selection of Securities to be Redeemed.

(a) If the Issuers shall at any time elect to redeem all or any portion of the Securities of a series then Outstanding, it shall at least10 days prior to the date the notice must be sent to the Holders pursuant to Section 4.03(a) (unless a shorter period shall be satisfactory tothe Trustee) notify the Trustee of such Redemption Date and of the principal amount of Securities to be redeemed, and thereupon, ifredemption is in part, the Trustee shall select, by lot or in such other manner as the Trustee shall deem appropriate, and subject toapplicable procedures of the Depositary, and which may provide for the selection for redemption of a portion of the principal amount ofany Security of such series; provided that the unredeemed portion of the principal amount of any Security shall be in an authorizeddenomination (which shall not be less than the minimum authorized denomination) for such Security. In any case where more than oneSecurity of such series is registered in the same name, the Trustee may treat the aggregate principal amount so registered as if it wererepresented by one Security of such series. The Trustee shall, as soon as practicable, notify the Issuers in writing of the Securities andportions of Securities so selected.

(b) For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption ofSecurities shall relate, in the case of any Security redeemed or to be redeemed only in part, to the portion of the principal amount of suchSecurity that has been or is to be redeemed. If the Issuers shall so direct, Securities registered in the name of the Issuers or any Affiliate orany Subsidiary thereof shall not be included in the Securities selected for redemption.

Section 4.03 Notice of Redemption.

(a) Notice of redemption shall be given by the Issuers or, at the Issuers’ request, by the Trustee in the name and at the expenseof the Issuers, not less than 30 nor more than 60 days prior to the Redemption Date, to the Holders of Securities of any series to beredeemed in whole or in part pursuant to this Article, in the manner provided in Section 16.03. Any notice so given shall be conclusivelypresumed to have been duly given, whether or not the Holder receives such notice. Failure to give such notice, or any defect in such noticeto the Holder of any Security of a series designated for redemption, in whole or in part, shall not affect the sufficiency of any notice ofredemption with respect to the Holder of any other Security of such series.

(b) All notices of redemption shall identify the Securities to be redeemed (including CUSIP numbers, ISINs or other similarnumbers, if available) and shall state:

(i) such election by the Issuers to redeem Securities of such series pursuant to provisions contained in this Indenture or theterms of the Securities of such series or a supplemental indenture establishing such series, if such be the case;

(ii) the Redemption Date;(iii) the Redemption Price or, if the Redemption Price is not then known, the manner of calculation thereof;

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(iv) if less than all Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partialredemption, the principal amounts) of the Securities of such series to be redeemed;

(v) that on the Redemption Date the Redemption Price will become due and payable upon each such Security to beredeemed, and that, if applicable, interest thereon shall cease to accrue on and after said date;

(vi) the Place or Places of Payment where such Securities are to be surrendered for payment of the Redemption Price;(vii) that the redemption is for a sinking fund, if such is the case; and(viii) that no representation is made as to the correctness or accuracy of the CUSIP number, ISIN or other similar numbers,

if any, listed in such notice or printed on the Securities.

Section 4.04 Deposit of Redemption Price. On or prior to 11:00 a.m., New York City time, on the Redemption Date for anySecurities, the Issuers shall deposit with the Trustee or with a Paying Agent (or, if either of both of the Issuers are acting as Paying Agent,segregate and hold in trust as provided in Section 6.03) an amount of money in the Currency in which such Securities are denominated(except as provided pursuant to Section 3.01) sufficient to pay the Redemption Price of such Securities or any portions thereof that are to beredeemed on that date.

Section 4.05 Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, any Securities so to beredeemed shall, on the Redemption Date, become due and payable at the Redemption Price and from and after such date (unless the Issuersshall Default in the payment of the Redemption Price) such Securities shall cease to bear interest. Upon surrender of any such Security forredemption in accordance with said notice, such Security shall be paid by the Issuers at the Redemption Price; provided, however, that(unless otherwise provided pursuant to Section 3.01) installments of interest that have a Stated Maturity on or prior to the Redemption Datefor such Securities shall be payable according to the terms of such Securities and the provisions of Section 3.08.

If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal thereof and premium, ifany, thereon shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security.

Section 4.06 Securities Redeemed in Part. Any Security that is to be redeemed only in part shall be surrendered at the Corporate TrustOffice or such other office or agency of the Issuers as is specified pursuant to Section 3.01 with, if the Issuers, the Registrar or the Trusteeso requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Issuers, the Registrar and the Trustee dulyexecuted by the Holder thereof or such Holder’s attorney duly authorized in writing, and the Issuers shall execute, and the Trustee shallauthenticate and deliver to the Holder of such Security, without service charge, a new Security or Securities of the same series, of like tenorand form, of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in exchange for the

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unredeemed portion of the principal of the Security so surrendered; except that if a Global Security is so redeemed, the balance of suchGlobal Security shall be reduced in accordance with the Applicable Procedures. In the case of a Security providing appropriate space forsuch notation, at the option of the Holder thereof, the Trustee, in lieu of delivering a new Security or Securities as aforesaid, may make anotation on such Security of the payment of the redeemed portion thereof.

ARTICLE V

SINKING FUNDS

Section 5.01 Applicability of Sinking Fund.

(a) Redemption of Securities permitted or required pursuant to a sinking fund for the retirement of Securities of a series by theterms of such series of Securities shall be made in accordance with such terms of such series of Securities and this Article, except asotherwise specified pursuant to Section 3.01 for Securities of such series, provided, however, that if any such terms of a series of Securitiesshall conflict with any provision of this Article, the terms of such series shall govern.

(b) The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred toas a “Mandatory Sinking Fund Payment,” and any payment in excess of such minimum amount provided for by the terms of Securities ofany series is herein referred to as an “Optional Sinking Fund Payment.” If provided for by the terms of Securities of any series, the cashamount of any Mandatory Sinking Fund Payment may be subject to reduction as provided in Section 5.02.

Section 5.02 Mandatory Sinking Fund Obligation. The Issuers may, at their option, satisfy any Mandatory Sinking Fund Paymentobligation, in whole or in part, with respect to a particular series of Securities by (a) delivering to the Trustee Securities of such series intransferable form theretofore purchased or otherwise acquired by the Issuers or redeemed at the election of the Issuers pursuant toSection 4.03 or (b) receiving credit for Securities of such series (not previously so credited) acquired by the Issuers and theretoforedelivered to the Trustee. The Trustee shall credit such Mandatory Sinking Fund Payment obligation with an amount equal to theRedemption Price specified in such Securities for redemption through operation of the sinking fund and the amount of such MandatorySinking Fund Payment shall be reduced accordingly. If the Issuers shall elect to so satisfy any Mandatory Sinking Fund Paymentobligation, it shall deliver to the Trustee not less than 45 days prior to the relevant sinking fund payment date an Officers’ Certificate,which shall designate the Securities (and portions thereof, if any) so delivered or credited and which shall be accompanied by suchSecurities (to the extent not theretofore delivered) in transferable form. In case of the failure of the Issuers, at or before the time sorequired, to give such notice and deliver such Securities the Mandatory Sinking Fund Payment obligation shall be paid entirely in moneys.

Section 5.03 Optional Redemption at Sinking Fund Redemption Price . In addition to the sinking fund requirements of Section 5.02, tothe extent, if any, provided for by the terms of a particular series of Securities, the Issuers may, at their option, make an Optional SinkingFund Payment with respect to such Securities. Unless otherwise provided by such terms, (a) to the extent that the right of the Issuers tomake such Optional Sinking Fund

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Payment shall not be exercised in any year, it shall not be cumulative or carried forward to any subsequent year, and (b) such optionalpayment shall operate to reduce the amount of any Mandatory Sinking Fund Payment obligation as to Securities of the same series. If theIssuers intend to exercise their right to make such optional payment in any year they shall deliver to the Trustee not less than 45 days (orsuch shorter period as shall be satisfactory to the Trustee) prior to the relevant sinking fund payment date an Officers’ Certificate statingthat the Issuers will exercise such optional right, and specifying the amount which the Issuers will pay on or before the next succeedingsinking fund payment date. Such Officers’ Certificate shall also state that no Event of Default has occurred and is continuing.

Section 5.04 Application of Sinking Fund Payment.

(a) If the sinking fund payment or payments made in funds pursuant to either Section 5.02 or 5.03 with respect to a particularseries of Securities plus any unused balance of any preceding sinking fund payments made in funds with respect to such series shall exceed$50,000 (or a lesser sum if the Issuers shall so request, or such equivalent sum for Securities denominated other than in U.S. Dollars), itshall be applied by the Trustee on the sinking fund payment date next following the date of such payment, unless the date of such paymentshall be a sinking fund payment date, in which case such payment shall be applied on such sinking fund payment date, to the redemption ofSecurities of such series at the redemption price specified pursuant to Section 4.03(b). The Trustee shall select, in the manner provided inSection 4.02, for redemption on such sinking fund payment date, a sufficient principal amount of Securities of such series to absorb saidfunds, as nearly as may be, and shall, at the expense and in the name of the Issuers, thereupon cause notice of redemption of the Securitiesto be given in substantially the manner provided in Section 4.03(a) for the redemption of Securities in part at the option of the Issuers,except that the notice of redemption shall also state that the Securities are being redeemed for the sinking fund. Any sinking fund moneysnot so applied by the Trustee to the redemption of Securities of such series shall be added to the next sinking fund payment received infunds by the Trustee and, together with such payment, shall be applied in accordance with the provisions of this Section 5.04. Any and allsinking fund moneys held by the Trustee on the last sinking fund payment date with respect to Securities of such series, and not held for thepayment or redemption of particular Securities of such series, shall be applied by the Trustee to the payment of the principal of theSecurities of such series at Maturity.

(b) On or prior to each sinking fund payment date, the Issuers shall pay to the Trustee a sum equal to all interest accrued to butnot including the date fixed for redemption on Securities to be redeemed on such sinking fund payment date pursuant to this Section 5.04.

(c) The Trustee shall not redeem any Securities of a series with sinking fund moneys or give any notice of redemption ofSecurities of such series by operation of the sinking fund during the continuance of a Default in payment of interest on any Securities ofsuch series or of any Event of Default (other than an Event of Default occurring as a consequence of this paragraph) of which the Trusteehas received written notice at the Corporate Trust Office, except that if the notice of redemption of any Securities of such series shalltheretofore have been given in accordance with the provisions hereof, the Trustee shall redeem such Securities if funds

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sufficient for that purpose shall be deposited with the Trustee in accordance with the terms of this Article. Except as aforesaid, any moneysin the sinking fund at the time any such Default or Event of Default shall occur and any moneys thereafter paid into the sinking fund shall,during the continuance of such Default or Event of Default, be held as security for the payment of all the Securities of such series;provided, however, that in case such Default or Event of Default shall have been cured or waived as provided herein, such moneys shallthereafter be applied on the next sinking fund payment date on which such moneys are required to be applied pursuant to the provisions ofthis Section 5.04.

ARTICLE VI

PARTICULAR COVENANTS OF THE ISSUERS

The Issuers hereby covenant and agree as follows:

Section 6.01 Payments of Securities. The Issuers will duly and punctually pay the principal of and premium, if any, on each series ofSecurities, and the interest which shall have accrued thereon, at the dates and place and in the manner provided in the Securities and in thisIndenture.

Section 6.02 Paying Agent.

(a) The Issuers will maintain in each Place of Payment for any series of Securities, if any, an office or agency where Securitiesmay be presented or surrendered for payment and where Securities of such series may be surrendered for registration of transfer orexchange (the “Paying Agent”). The Issuers will give prompt written notice to the Trustee of the location, and any change in the location,of such office or agency. If at any time the Issuers shall fail to maintain any such required office or agency or shall fail to furnish theTrustee with the address thereof, such presentations and surrenders may be made or served at the Corporate Trust Office of the Trustee, andthe Issuers hereby appoint the Trustee as Paying Agent to receive all presentations and surrenders.

(b) The Issuers may also from time to time designate different or additional offices or agencies where the Securities of any seriesmay be presented or surrendered for any or all such purposes (in or outside of such Place of Payment), and may from time to time rescindany such designations; provided, however, that no such designation or rescission shall in any manner relieve the Issuers of their obligationsdescribed in the preceding paragraph. The Issuers will give prompt written notice to the Trustee of any such additional designation orrescission of designation and of any change in the location of any such different or additional office or agency. The Issuers shall enter intoan appropriate agency agreement with any Paying Agent not a party to this Indenture. The agreement shall implement the provisions of thisIndenture that relate to such agent. The Issuers shall notify the Trustee of the name and address of each such agent. Either or both of theIssuers or any Affiliate thereof may act as Paying Agent.

Section 6.03 To Hold Payment in Trust.

(a) If either or both of the Issuers or an Affiliate thereof shall at any time act as Paying Agent with respect to any series ofSecurities, then, on or before the date on which

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the principal of and premium, if any, or interest on any of the Securities of that series by their terms or as a result of the calling thereof forredemption shall become payable, such Issuer or Issuers or such Affiliate will segregate and hold in trust for the benefit of the Holders ofsuch Securities or the Trustee a sum sufficient to pay such principal and premium, if any, or interest which shall have so become payableuntil such sums shall be paid to such Holders or otherwise disposed of as herein provided, and will notify the Trustee of its action or failureto act in that regard. Upon any proceeding under any federal bankruptcy laws with respect to either or both of the Issuers or any Affiliatethereof, if either of both of the Issuers or such Affiliate is then acting as Paying Agent, the Trustee shall replace such Issuer, Issuers or suchAffiliate as Paying Agent.

(b) If the Issuers shall appoint, and at the time have, a Paying Agent for the payment of the principal of and premium, if any, orinterest on any series of Securities, then prior to 11:00 a.m., New York City time, on the date on which the principal of and premium, if any,or interest on any of the Securities of that series shall become payable as aforesaid, whether by their terms or as a result of the callingthereof for redemption, the Issuers will deposit with such Paying Agent a sum sufficient to pay such principal and premium, if any, orinterest, such sum to be held in trust for the benefit of the Holders of such Securities or the Trustee, and (unless such Paying Agent is theTrustee), the Issuers or any other obligor of such Securities will promptly notify the Trustee of its payment or failure to make suchpayment.

(c) If the Paying Agent shall be other than the Trustee, the Issuers will cause such Paying Agent to execute and deliver to theTrustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 6.03, that suchPaying Agent shall:

(i) hold all moneys held by it for the payment of the principal of and premium, if any, or interest on the Securities of thatseries in trust for the benefit of the Holders of such Securities until such sums shall be paid to such Holders or otherwise disposedof as herein provided;

(ii) give to the Trustee notice of any Default by the Issuers or any other obligor upon the Securities of that series in themaking of any payment of the principal of and premium, if any, or interest on the Securities of that series; and

(iii) at any time during the continuance of any such Default, upon the written request of the Trustee, pay to the Trustee allsums so held in trust by such Paying Agent.

(d) Anything in this Section 6.03 to the contrary notwithstanding, the Issuers may at any time, for the purpose of obtaining arelease, satisfaction or discharge of this Indenture or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by theIssuers or by any Paying Agent other than the Trustee as required by this Section 6.03, such sums to be held by the Trustee upon the sametrusts as those upon which such sums were held by the Issuers or such Paying Agent.

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(e) Subject to applicable abandoned property law, any money deposited with the Trustee or any Paying Agent, or then held bythe Issuers, in trust for the payment of the principal of and premium, if any, or interest on any Security of any series and remainingunclaimed for two years after such principal and premium, if any, or interest has become due and payable shall be paid to the Issuers uponreceipt by the Trustee of an Issuer Order along with any interest that has accumulated thereon as a result of such money being invested atthe direction of the Issuers, or (if then held by the Issuers) shall be discharged from such trust, and the Holder of such Security shallthereafter, as an unsecured general creditor, look only to the Issuers for payment of such amounts without interest thereon, and all liabilityof the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuers as trustee thereof, shall thereuponcease; provided, however, that the Trustee or such Paying Agent before being required to make any such repayment, may at the expense ofthe Issuers cause to be published once, in a newspaper published in the English language, customarily published on each Business Day andof general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, whichshall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to theIssuers.

Section 6.04 Merger, Consolidation and Sale of Assets. Except as otherwise provided as contemplated by Section 3.01 with respect toany series of Securities:

(a) Neither Issuer will consolidate with or merge into any other Person or sell, convey, transfer or lease all or substantially all itsassets to any other Person, unless (i) the Person formed by such consolidation or into which such Issuer is merged or to which such sale,conveyance, transfer or lease is made shall expressly assume, by indenture supplemental hereto, executed and delivered by such Personprior to or simultaneously with such consolidation, merger, sale, conveyance, transfer or lease, the due and punctual payment of theprincipal of and interest and premium, if any, on all the Securities, according to their tenor, and the due and punctual performance andobservance of all other obligations to the Holders and the Trustee under this Indenture or under the Securities to be performed or observedby such Issuer; and (ii) immediately after giving effect to such consolidation, merger, sale, conveyance, transfer or lease, no Default shallhave occurred and be continuing. Clause (ii) of the immediately-preceding sentence shall not apply to (A) any sale, conveyance, transfer orlease between or among the either of the Issuers and one or more Wholly Owned Subsidiaries of such Issuer, (B) any merger of either ofthe Issuers into any Wholly Owned Subsidiary of such Issuer or (C) any merger of either of the Issuer into an Affiliate of such Issuer solelyfor the purpose of such Issuer reincorporating or reorganizing in another jurisdiction.

(b) Upon any consolidation of either of the Issuers with or merger of either of the Issuers into any other Person, or any sale,conveyance, transfer or lease of all or substantially all of the assets of either of the Issuers to any other Person, in accordance with thisSection 6.04, the Person formed by such consolidation or into which such Issuer is merged or to which such sale, conveyance, transfer orlease is made shall succeed to, and be substituted for, and may exercise every right and power of, such Issuer under this Indenture with thesame effect as if such successor Person had been named as such Issuer herein, and thereafter, except in the case of a lease, the predecessorIssuer shall be relieved of and discharged from all obligations and covenants under this Indenture and the Securities, and from time to timesuch Person may

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exercise each and every right and power of such Issuer under this Indenture, in the name of such Issuer, or in its own name; and any act orproceeding by any provision of this Indenture required or permitted to be done by such Issuer’s Board of Directors or any officer of suchIssuer may be done with like force and effect by the like board or officer of any Person that shall at the time be the successor of such Issuerhereunder. In the event of any such sale, conveyance or transfer, but not any such lease, such Issuer (or any successor entity which shalltheretofore have become such in the manner described in this Section 6.04) shall be relieved of and discharged from all obligations andcovenants under this Indenture and the Securities and may thereupon be dissolved and liquidated.

Section 6.05 Compliance Certificate. Except as otherwise provided as contemplated by Section 3.01 with respect to any series ofSecurities, the Issuers shall furnish to the Trustee annually, within 120 days after the end of each fiscal year of the Issuers ended after thedate hereof, a brief certificate from the principal executive officer, principal financial officer, or principal accounting officer as to his or herknowledge of the Issuers’ compliance with all conditions and covenants under this Indenture (which compliance shall be determinedwithout regard to any period of grace or requirement of notice provided under this Indenture) and, in the event of any Default, specifyingeach such Default and the nature and status thereof of which such person may have knowledge. Such certificates need not comply withSection 16.01 of this Indenture.

Section 6.06 Conditional Waiver by Holders of Securities. Anything in this Indenture to the contrary notwithstanding, the Issuers mayfail or omit in any particular instance to comply with a covenant or condition set forth herein with respect to any series of Securities if theIssuers shall have obtained and filed with the Trustee, prior to the time of such failure or omission, evidence (as provided in Article VIII) ofthe consent of the Holders of a majority in aggregate principal amount of the Securities of such series at the time Outstanding, eitherwaiving such compliance in such instance or generally waiving compliance with such covenant or condition, but no such waiver shallextend to or affect such covenant or condition except to the extent so expressly waived, or impair any right consequent thereon and, untilsuch waiver shall have become effective, the obligations of the Issuers and the duties of the Trustee in respect of any such covenant orcondition shall remain in full force and effect.

Section 6.07 Statement by Officers as to Default. The Issuers shall deliver to the Trustee as soon as possible and in any event within30 days after the Issuers become aware of the occurrence of any Event of Default or an event which, with the giving of notice or the lapseof time or both, would constitute an Event of Default, an Officers’ Certificate setting forth the details of such Event of Default or Defaultand the action which the Issuers propose to take with respect thereto.

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ARTICLE VII

REMEDIES OF TRUSTEE AND SECURITYHOLDERS

Section 7.01 Events of Default. Except where otherwise indicated by the context or where the term is otherwise defined for a specificpurpose, the term “Event of Default” as used in this Indenture with respect to Securities of any series shall mean one of the followingdescribed events unless it is either inapplicable to a particular series or it is specifically deleted or modified in the manner contemplated inSection 3.01:

(a) the failure of the Issuers to pay any installment of interest on any Security of such series when and as the same shall becomedue and payable, which failure shall have continued unremedied for a period of 30 days;

(b) the failure of the Issuers to pay the principal of (and premium, if any, on) any Security of such series, when and as the sameshall become due and payable, whether at Maturity as therein expressed, by call for redemption (otherwise than pursuant to a sinking fund),by declaration as authorized by this Indenture or otherwise;

(c) the failure of the Issuers to pay a sinking fund installment, if any, when and as the same shall become due and payable by theterms of a Security of such series, which failure shall have continued unremedied for a period of 30 days;

(d) the failure of the Issuers, subject to the provisions of Section 6.06, to perform any covenants or agreements contained in thisIndenture (including any indenture supplemental hereto pursuant to which the Securities of such series were issued as contemplated bySection 3.01) (other than a covenant or agreement which has been expressly included in this Indenture solely for the benefit of a series ofSecurities other than that series and other than a covenant or agreement a default in the performance of which is elsewhere in thisSection 7.01 specifically addressed), which failure shall not have been remedied, and without provision deemed to be adequate for theremedying thereof having been made, for a period of 90 days after written notice shall have been given, by registered or certified mail, tothe Issuers by the Trustee or shall have been given, by registered or certified mail, to the Issuers and the Trustee by Holders of 25% ormore in aggregate principal amount of the Securities of such series then Outstanding, specifying such failure, requiring such Issuer toremedy the same and stating (i) the facts underlying such event and (ii) that such notice is a “Notice of Default” hereunder;

(e) the entry by a court having jurisdiction in the premises of a decree or order for relief in respect of either of the Issuers in aninvoluntary case under the United States federal bankruptcy laws, as now or hereafter constituted, or any other applicable United Statesfederal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee,custodian, trustee or sequestrator (or similar official) of such Issuer or of substantially all the property of such Issuer or ordering thewinding-up or liquidation of its affairs, which decree or order shall have remained unstayed and in effect for a period of 90 consecutivedays;

(f) the commencement by either of the Issuers of a voluntary case under the United States federal bankruptcy laws, as now orhereafter constituted, or any other applicable United States federal or state bankruptcy, insolvency or other similar law now or hereafter ineffect, or the consent by either of the Issuers to the entry of an order for relief in an involuntary case under any such law, or the consent byeither of the Issuers to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian or sequestrator (orsimilar official) of such Issuer or of substantially all the property of such Issuer or the making by it of an assignment for the benefit ofcreditors or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action bysuch Issuer in furtherance of any such action; or

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(g) the occurrence of any other Event of Default with respect to Securities of such series as provided in Section 3.01.

Notwithstanding the foregoing provisions of this Section 7.01, if the principal or any premium or interest on any Security is payable inForeign Currency and such Foreign Currency is not available to the Issuers for making payment thereof due to the imposition of exchangecontrols or other circumstances beyond the control of the Issuers, the Issuers will be entitled to satisfy their obligations to Holders of theSecurities by making such payment in U.S. Dollars in an amount equal to the equivalent in U.S. Dollars of the amount payable in suchForeign Currency, as determined by the Issuers’ agent in accordance with Section 3.11(c) hereof by reference to the noon buying rate inThe City of New York for cable transfers for such Foreign Currency (“Exchange Rate”), as such Exchange Rate is reported or otherwisemade available by the Federal Reserve Bank of New York on the date of such payment, or, if such rate is not then available, on the basis ofthe most recently available Exchange Rate, and any payment made under such circumstances in U.S. Dollars where the required payment isin a Foreign Currency will not constitute an Event of Default under this Indenture.

Section 7.02 Acceleration; Rescission and Annulment.

(a) Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, if any one or more ofthe above-described Events of Default (other than an Event of Default specified in Section 7.01(e) or 7.01(f)) shall happen with respect toSecurities of any series at the time Outstanding, then, and in each and every such case, during the continuance of any such Event of Default,the Trustee or the Holders of 25% or more in principal amount of the Securities of such series then Outstanding may declare the principal(or, if the Securities of that series are Original Issue Discount Securities, such portion of the principal amount as may be specified in theterms of that series) of and all accrued but unpaid interest (if any) on all the Securities of such series then Outstanding to be due and payableimmediately by a notice in writing to the Issuers (and to the Trustee if given by Holders), and upon any such declaration such principalamount (or specified amount) and accrued but unpaid interest (if any) shall become immediately due and payable. If an Event of Defaultspecified in Section 7.01(e) or 7.01(f) occurs and is continuing with respect to Securities of any series at the time Outstanding, then, inevery such case, the principal amount (or, if the Securities of that series are Original

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Issue Discount Securities, such portion of the principal amount as may be specified in the terms of that series) of and all accrued but unpaidinterest (if any) on all of the Securities of such series then Outstanding shall automatically, and without any declaration or any other actionon the part of the Trustee or any Holder, become due and payable immediately. Upon payment of such amounts in the Currency in whichsuch Securities are denominated (subject to Section 7.01 and except as otherwise provided pursuant to Section 3.01), all obligations of theIssuers in respect of the payment of principal of and interest on the Securities of such series shall terminate.

(b) The provisions of Section 7.02(a) are subject to the condition that, at any time after the principal of all the Securities of suchseries, to which any one or more of the above-described Events of Default is applicable, shall have been so declared to be due and payable,and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article, theEvent of Default giving rise to such declaration of acceleration shall, without further act, be deemed to have been waived, and suchdeclaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if:

(i) the Issuers have paid or deposited with the Trustee or Paying Agent a sum in the Currency in which such Securities aredenominated (subject to Section 7.01 and except as otherwise provided pursuant to Section 3.01) sufficient to pay

(A) all amounts owing the Trustee and any predecessor trustee hereunder under Section 11.01(a) (provided, however,that all sums payable under this clause (A) shall be paid in U.S. Dollars);

(B) all arrears of interest, if any, upon all the Securities of such series (with interest, to the extent that interest thereonshall be legally enforceable, on any overdue installment of interest at the rate borne by such Securities at the rate or ratesprescribed therefor in such Securities); and

(C) the principal of and premium, if any, on any Securities of such series that have become due otherwise than bysuch declaration of acceleration and interest thereon; and

(ii) every other Default and Event of Default with respect to Securities of that series, other than the non-payment of theprincipal of Securities of that series which have become due solely by such declaration of acceleration, have been cured orwaived as provided in Section 7.06.

(c) No such rescission shall affect any subsequent Default or impair any right consequent thereon.

(d) For all purposes under this Indenture, if a portion of the principal of any Original Issue Discount Securities shall have beenaccelerated and declared due and payable

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pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, theprincipal amount of such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion of the principalthereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be due andpayable as a result of such acceleration, together with interest, if any, thereon and all other amounts owing thereunder, shall constitutepayment in full of such Original Issue Discount Securities.

Section 7.03 Other Remedies. If either of the Issuers shall fail for a period of 30 days to pay any installment of interest on theSecurities of any series or shall fail to pay the principal of and premium, if any, on any of the Securities of such series when and as the sameshall become due and payable, whether at Maturity, or by call for redemption (other than pursuant to the sinking fund), by declaration asauthorized by this Indenture, or otherwise, or shall fail for a period of 30 days to make any required sinking fund payment as to a series ofSecurities, then, except as otherwise provided as contemplated by Section 3.01 with respect to Securities of such series, upon demand of theTrustee, the Issuers will pay to the Paying Agent for the benefit of the Holders of Securities of such series then Outstanding the wholeamount which then shall have become due and payable on all the Securities of such series, with interest on the overdue principal andpremium, if any, and (so far as the same may be legally enforceable) on the overdue installments of interest at the rate borne by theSecurities of such series, and all amounts owing the Trustee and any predecessor trustee hereunder under Section 11.01(a).

In case the Issuers shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of anexpress trust, shall be entitled and empowered to institute any action or proceeding at law or in equity for the collection of the sums so dueand unpaid, and may prosecute any such action or proceeding to judgment or final decree, and may enforce any such judgment or finaldecree against the Issuers or any other obligor upon the Securities of such series, and collect the moneys adjudged or decreed to be payableout of the property of the Issuers or any other obligor upon the Securities of such series, wherever situated, in the manner provided by law.Every recovery of judgment in any such action or other proceeding, subject to the payment to the Trustee of all amounts owing the Trusteeand any predecessor trustee hereunder under Section 11.01(a), shall be for the ratable benefit of the Holders of such series of Securitieswhich shall be the subject of such action or proceeding. All rights of action upon or under any of the Securities or this Indenture may beenforced by the Trustee without the possession of any of the Securities and without the production of any thereof at any trial or anyproceeding relative thereto.

Section 7.04 Trustee as Attorney-in-Fact. The Trustee is hereby appointed, and each and every Holder of the Securities, by receivingand holding the same, shall be conclusively deemed to have appointed the Trustee, the true and lawful attorney-in-fact of such Holder, withauthority to make or file (whether or not the Issuers shall be in Default in respect of the payment of the principal of, or interest on, any ofthe Securities), in its own name and as trustee of an express trust or otherwise as it shall deem advisable, in any receivership, insolvency,liquidation, bankruptcy, reorganization or other judicial proceeding relative to the Issuers or any other obligor upon the Securities or to theirrespective creditors or property, any and all claims, proofs of claim, proofs of debt, petitions, consents, other papers and documents andamendments of any thereof, as may be necessary or advisable in order to have the claims of the Trustee and any

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predecessor trustee hereunder and of the Holders of the Securities allowed in any such proceeding and to collect and receive any moneys orother property payable or deliverable on any such claim, and to execute and deliver any and all other papers and documents and to do andperform any and all other acts and things, as it may deem necessary or advisable in order to enforce in any such proceeding any of theclaims of the Trustee and any predecessor trustee hereunder and of any of such Holders in respect of any of the Securities; and any receiver,assignee, trustee, custodian or debtor in any such proceeding is hereby authorized, and each and every taker or Holder of the Securities, byreceiving and holding the same, shall be conclusively deemed to have authorized any such receiver, assignee, trustee, custodian or debtor,to make any such payment or delivery only to or on the order of the Trustee, and to pay to the Trustee any amount due it and anypredecessor trustee hereunder under Section 11.01(a); provided, however, that nothing herein contained shall be deemed to authorize orempower the Trustee to consent to or accept or adopt, on behalf of any Holder of Securities, any plan of reorganization or readjustmentaffecting the Securities or the rights of any Holder thereof, or to authorize or empower the Trustee to vote in respect of the claim of anyHolder of any Securities in any such proceeding; provided further that the Trustee may, on behalf of the Holders, vote for the election of atrustee in bankruptcy or similar official and be a member of a creditors’ or other similar committee.

Section 7.05 Priorities. Any moneys or properties distributable in respect of the Issuers’ obligations under this Indenture after anEvent of Default or collected by the Trustee with respect to a series of Securities under this Article VII shall be applied in the followingorder, at the date or dates fixed by the Trustee for the distribution of such moneys or properties and, in the case of the distribution of suchmoneys or properties on account of the Securities of any series, upon presentation of the Securities of such series, and stamping thereon thepayment, if only partially paid, and upon surrender thereof, if fully paid:

First: To the payment of all amounts due to the Trustee and any predecessor trustee hereunder under Section 11.01(a).Second: Subject to Article XV, to the payment of the amounts then due and unpaid for principal of and any premium and

interest on the Outstanding Securities in respect of which or for the benefit of which such money has been collected, ratably,without preference or priority of any kind, according to the amounts due and payable on such Outstanding Securities for principaland any premium and interest, respectively.

Any surplus then remaining shall be paid to the Issuers or as directed by a court of competent jurisdiction.

Section 7.06 Control by Securityholders; Waiver of Past Defaults. The Holders of a majority in principal amount of the Securities ofany series at the time Outstanding may direct the time, method and place of conducting any proceeding for any remedy available to theTrustee hereunder, or of exercising any trust or power hereby conferred upon the Trustee with respect to the Securities of such series,provided, however, that, subject to the provisions of Sections 11.01 and 11.02, the Trustee shall have the right to decline to follow any suchdirection if the Trustee being advised by counsel determines that the action so directed may not lawfully be taken or would be undulyprejudicial to Holders not joining in such direction or would involve the

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Trustee in personal liability. The Holders of a majority in principal amount of the Securities of any series at the time Outstanding may onbehalf of the Holders of all of the Securities of such series waive any past Default or Event of Default hereunder with respect to theSecurities of such series and its consequences except a Default in the payment of interest or any premium on or the principal of theSecurities of such series. Upon any such waiver, the Issuers, the Trustee and the Holders of the Securities of such series shall be restored totheir former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other Default or Event ofDefault or impair any right consequent thereon. Whenever any Default or Event of Default hereunder shall have been waived as permittedby this Section 7.06, said Default or Event of Default shall for all purposes of the Securities of such series and this Indenture be deemed tohave been cured and to be not continuing.

Section 7.07 Limitation on Suits. No Holder of any Security of any series shall have any right to institute any action, suit orproceeding at law or in equity for the execution of any trust hereunder or for the appointment of a receiver or for any other remedyhereunder, in each case with respect to an Event of Default with respect to such series of Securities, unless (a) such Holder previously shallhave given to the Trustee written notice of one or more of the Events of Default herein specified with respect to such series of Securities,(b) the Holders of not less than 25% in principal amount of the Securities of such series then Outstanding shall have requested the Trusteein writing to take action in respect of the matter complained of, (c) such Holder or Holders shall have offered to the Trustee security andindemnity satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby, (d) the Trustee, for 60 days afterreceipt of such notification, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceedingand (e) no direction inconsistent with such written request shall have been given to the Trustee during such 60-day period by the Holders ofa majority in principal amount of the Securities of such series then Outstanding; and such notification, request and offer of indemnity arehereby declared in every such case to be conditions precedent to any such action, suit or proceeding by any Holder of any Security of suchseries; it being understood and intended that no one or more of the Holders of Securities of such series shall have any right in any mannerwhatsoever by his, her, its or their action to enforce any right hereunder, except in the manner herein provided, and that every action, suit orproceeding at law or in equity shall be instituted, had and maintained in the manner herein provided and for the equal benefit of all Holdersof the Outstanding Securities of such series; provided, however, that nothing in this Indenture or in the Securities of such series shall affector impair the obligation of the Issuers, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on theSecurities of such series to the respective Holders of such Securities at the respective due dates in such Securities stated, or affect or impairthe right, which is also absolute and unconditional, of such Holders to institute suit to enforce the payment thereof.

Section 7.08 Undertaking for Costs. All parties to this Indenture and each Holder of any Security, by such Holder’s acceptancethereof, shall be deemed to have agreed that any court may in its discretion require, in any action, suit or proceeding for the enforcement ofany right or remedy under this Indenture, or in any action, suit or proceeding against the Trustee for any action taken or omitted by it asTrustee, the filing by any party litigant in such action, suit or proceeding of an undertaking to pay the costs of such action, suit orproceeding, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and

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expenses, against any party litigant in such action, suit or proceeding, having due regard to the merits and good faith of the claims ordefenses made by such party litigant; provided, however, that the provisions of this Section 7.08 shall not apply to any action, suit orproceeding instituted by the Trustee or the Issuers, to any action, suit or proceeding instituted by any one or more Holders of Securitiesholding in the aggregate more than 25% in principal amount of the Securities of any series Outstanding, or to any action, suit or proceedinginstituted by any Holder of Securities of any series for the enforcement of the payment of the principal of or premium, if any, or the intereston, any of the Securities of such series, on or after the respective due dates expressed in such Securities.

Section 7.09 Remedies Cumulative. No remedy herein conferred upon or reserved to the Trustee or to the Holders of Securities of anyseries is intended to be exclusive of any other remedy or remedies, and each and every remedy shall be cumulative and shall be in additionto every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. No delay or omission of the Trustee orof any Holder of the Securities of any series to exercise any right or power accruing upon any Default or Event of Default shall impair anysuch right or power or shall be construed to be a waiver of any such Default or Event of Default or an acquiescence therein; and everypower and remedy given by this Article VII to the Trustee and to the Holders of Securities of any series, respectively, may be exercisedfrom time to time and as often as may be deemed expedient by the Trustee or by the Holders of Securities of such series, as the case maybe. In case the Trustee or any Holder of Securities of any series shall have proceeded to enforce any right under this Indenture and theproceedings for the enforcement thereof shall have been discontinued or abandoned because of waiver or for any other reason or shall havebeen adjudicated adversely to the Trustee or to such Holder of Securities, then and in every such case the Issuers, the Trustee and theHolders of the Securities of such series shall severally and respectively be restored to their former positions and rights hereunder, andthereafter all rights, remedies and powers of the Trustee and the Holders of the Securities of such series shall continue as though no suchproceedings had been taken, except as to any matters so waived or adjudicated.

ARTICLE VIII

CONCERNING THE SECURITYHOLDERS

Section 8.01 Evidence of Action of Securityholders. Whenever in this Indenture it is provided that the Holders of a specifiedpercentage or a majority in aggregate principal amount of the Securities or of any series of Securities may take any action (including themaking of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time oftaking any such action the Holders of such specified percentage or majority have joined therein may be evidenced by (a) any instrument orany number of instruments of similar tenor executed by Securityholders in person, by an agent or by a proxy appointed in writing, includingthrough an electronic system for tabulating consents operated by the Depositary for such series or otherwise (such action becomingeffective, except as herein otherwise expressly provided, when such instruments or evidence of electronic consents are delivered to theTrustee and, where it is hereby expressly required, to the Issuers), or (b) by the record of the Holders of Securities voting in favor thereof atany meeting of Securityholders duly called and held in accordance with the provisions of Article IX, or (c) by a combination of suchinstrument or instruments and any such record of such a meeting of Securityholders.

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Section 8.02 Proof of Execution or Holding of Securities. Proof of the execution of any instrument by a Securityholder or suchSecurityholder’s agent or proxy and proof of the holding by any Person of any of the Securities shall be sufficient if made in the followingmanner:

(a) The fact and date of the execution by any Person of any such instrument may be proved (i) by the certificate of any notarypublic or other officer in any jurisdiction who, by the laws thereof, has power to take acknowledgments or proof of deeds to be recordedwithin such jurisdiction, that the Person who signed such instrument did acknowledge before such notary public or other officer theexecution thereof, or (ii) by the affidavit of a witness of such execution sworn to before any such notary or other officer. Where suchexecution is by a Person acting in other than his or her individual capacity, such certificate or affidavit shall also constitute sufficient proofof his or her authority.

(b) The ownership of Securities of any series shall be proved by the Register of such Securities or by a certificate of theRegistrar for such series.

(c) The record of any Holders’ meeting shall be proved in the manner provided in Section 9.06.

(d) If the Issuers shall solicit from the Holders of Securities of any series any action, the Issuers may, at their option fix inadvance a record date for the determination of Holders of Securities entitled to take such action, but the Issuers shall have no obligation todo so. Any such record date shall be fixed at the Issuers’ discretion. If such a record date is fixed, such action may be sought or givenbefore or after the record date, but only the Holders of Securities of record at the close of business on such record date shall be deemed tobe Holders of Securities for the purpose of determining whether Holders of the requisite proportion of Outstanding Securities of such serieshave authorized or agreed or consented to such action, and for that purpose the Outstanding Securities of such series shall be computed asof such record date.

Section 8.03 Persons Deemed Owners.

(a) The Issuers, the Trustee and any agent of the Issuers or the Trustee shall treat the Person in whose name any Security isregistered as the owner of such Security for the purpose of receiving payment of principal of and premium, if any, and (subject toSection 3.08) interest, if any, on, such Security and for all other purposes whatsoever, whether or not such Security be overdue, and none ofthe Issuers, the Trustee or any agent of the Issuers or the Trustee shall be affected by notice to the contrary. All payments made to theHolder of a Security, or upon such Holder’s order, shall be valid, and, to the extent of the sum or sums paid, effectual to satisfy anddischarge the liability for moneys payable upon such Security.

(b) None of the Issuers, the Trustee, any Paying Agent or the Registrar will have any responsibility or liability for any aspect ofthe records relating to or payments made on account of beneficial ownership interests in a Global Security or for maintaining, supervisingor reviewing any records relating to such beneficial ownership interests.

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Section 8.04 Effect of Consents. After an amendment, supplement, waiver or other action becomes effective as to any series ofSecurities, a consent to it by a Holder of such series of Securities is a continuing consent conclusive and binding upon such Holder andevery subsequent Holder of the same Securities or portion thereof, and of any Security issued upon the transfer thereof or in exchangetherefor or in place thereof, even if notation of the consent is not made on any such Security. An amendment, supplement or waiverbecomes effective in accordance with its terms and thereafter binds every Holder.

ARTICLE IX

SECURITYHOLDERS’ MEETINGS

Section 9.01 Purposes of Meetings. A meeting of Securityholders of any or all series may be called at any time and from time to timepursuant to the provisions of this Article IX for any of the following purposes:

(a) to give any notice to the Issuers or to the Trustee, or to give any directions to the Trustee, or to consent to the waiving of anyDefault or Event of Default hereunder and its consequences, or to take any other action authorized to be taken by Securityholders pursuantto any of the provisions of Article VIII;

(b) to remove the Trustee and nominate a successor trustee pursuant to the provisions of Article XI;

(c) to consent to the execution of an Indenture or of indentures supplemental hereto pursuant to the provisions of Section 14.02;or

(d) to take any other action authorized to be taken by or on behalf of the Holders of any specified aggregate principal amount ofthe Securities of any one or more or all series, as the case may be, under any other provision of this Indenture or under applicable law.

Section 9.02 Call of Meetings by Trustee. The Trustee may at any time call a meeting of all Securityholders of all series that may beaffected by the action proposed to be taken, to take any action specified in Section 9.01, to be held at such time and at such place as theTrustee shall determine. Notice of every meeting of the Securityholders of a series, setting forth the time and the place of such meeting andin general terms the action proposed to be taken at such meeting, shall be given to Holders of Securities of such series. Such notice shall begiven not less than 20 nor more than 90 days prior to the date fixed for the meeting.

Section 9.03 Call of Meetings by Issuers or Securityholders. In case at any time the Issuers or the Holders of at least 25% in aggregateprincipal amount of the Securities of a series (or of all series, as the case may be) then Outstanding that may be affected by the actionproposed to be taken, shall have requested the Trustee to call a meeting of Securityholders of such series (or of all series), by writtenrequest setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have given the notice ofsuch meeting within 20 days after receipt of such request, then the Issuers or such Securityholders may determine the time and the place forsuch meeting and may call such meeting to take any action authorized in Section 9.01, by giving notice thereof as provided in Section 9.02.

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Section 9.04 Qualifications for Voting. To be entitled to vote at any meeting of Securityholders, a Person shall (a) be a Holder of oneor more Securities affected by the action proposed to be taken at the meeting or (b) be a Person appointed by an instrument in writing asproxy by a Holder of one or more such Securities. The only Persons who shall be entitled to be present or to speak at any meeting ofSecurityholders shall be the Persons entitled to vote at such meeting and their counsel and any representatives of the Trustee and its counseland any representatives of the Issuers and their counsel.

Section 9.05 Regulation of Meetings.

(a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deemadvisable for any meeting of Securityholders, in regard to proof of the holding of Securities and of the appointment of proxies, and inregard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence ofthe right to vote, and such other matters concerning the conduct of the meeting as it shall deem fit.

(b) The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall havebeen called by the Issuers or by Securityholders as provided in Section 9.03, in which case the Issuers or the Securityholders calling themeeting, as the case may be, shall in like manner appoint a temporary chair. A permanent chairman and a permanent secretary of themeeting shall be elected by majority vote of the meeting.

(c) At any meeting of Securityholders of a series, each Securityholder of such series or such Securityholder’s proxy shall beentitled to one vote for each $1,000 principal amount of Securities of such series Outstanding held or represented by him; provided,however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by thechairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Securitiesof such series held by him or her or instruments in writing as aforesaid duly designating him or her as the Person to vote on behalf of otherSecurityholders. At any meeting of the Securityholders duly called pursuant to the provisions of Section 9.02 or 9.03 the presence ofPersons holding or representing Securities in an aggregate principal amount sufficient to take action upon the business for the transaction ofwhich such meeting was called shall be necessary to constitute a quorum, and any such meeting may be adjourned from time to time by amajority of those present, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice.

Section 9.06 Voting. The vote upon any resolution submitted to any meeting of Securityholders of a series shall be by written ballotson which shall be subscribed the signatures of the Holders of Securities of such series or of their representatives by proxy and the principalamounts of the Securities of such series held or represented by them. The permanent chairman of the meeting shall appoint two inspectorsof votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of themeeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meetingof Securityholders shall be prepared by the secretary of the meeting

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and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits byone or more Persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was givenas provided in Section 9.02. The record shall show the principal amounts of the Securities voting in favor of or against any resolution. Therecord shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one of the duplicates shallbe delivered to the Issuers and the other to the Trustee to be preserved by the Trustee.

Any record so signed and verified shall be conclusive evidence of the matters therein stated.

Section 9.07 No Delay of Rights by Meeting. Nothing contained in this Article IX shall be deemed or construed to authorize orpermit, by reason of any call of a meeting of Securityholders of any series or any rights expressly or impliedly conferred hereunder to makesuch call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee or to the Securityholders ofsuch series under any of the provisions of this Indenture or of the Securities of such series.

ARTICLE X

REPORTS BY THE ISSUERS AND THE TRUSTEE ANDSECURITYHOLDERS’ LISTS

Section 10.01 Reports by Trustee.

(a) So long as any Securities are outstanding, the Trustee shall transmit to Holders such reports concerning the Trustee and itsactions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided therein. Ifrequired by Section 313(a) of the Trust Indenture Act, the Trustee shall, within 60 days after each anniversary of the date of this Indenture,deliver to Holders a brief report which complies with the provisions of such Section 313(a). The Trustee shall comply with the provisionsof Section 313(b) of the Trust Indenture Act to the extent applicable.

(b) The Trustee shall, at the time of the transmission to the Holders of Securities of any report pursuant to the provisions of thisSection 10.01, file a copy of such report with each stock exchange upon which the Securities are listed, if any, and also with the SEC inrespect of a Security listed and registered on a national securities exchange, if any. The Issuers agree to notify the Trustee when, as and ifthe Securities become listed on any stock exchange or any delisting thereof.

(c) The Issuers will reimburse the Trustee for all expenses incurred in the preparation and transmission of any report pursuant tothe provisions of this Section 10.01 and of Section 10.02.

Section 10.02 Reports by the Issuers. The Issuers shall file with the Trustee and the SEC, and transmit to Holders, such information,documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in themanner provided in the Trust Indenture Act; provided that, unless available on EDGAR (or any

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successor system for the submission of documents to the SEC in electronic format), any such information, documents or reports required tobe filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 30 days after the same isfiled with the SEC.

Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt ofsuch shall not constitute constructive notice of any information contained therein or determinable from information contained therein,including the Issuers’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’Certificates).

Section 10.03 Securityholders’ Lists. The Issuers covenant and agree that they will furnish or cause to be furnished to the Trustee:

(a) semi-annually, within 15 days after each Record Date, but in any event not less frequently than semi-annually, a list in suchform as the Trustee may reasonably require of the names and addresses of the Holders of Securities to which such Record Date applies, asof such Record Date, and

(b) at such other times as the Trustee may request in writing, within 30 days after receipt by the Issuers of any such request, alist of similar form and content as of a date not more than 15 days prior to the time such list is furnished;

provided, however, that so long as the Trustee shall be the Registrar, such lists shall not be required to be furnished.

ARTICLE XI

CONCERNING THE TRUSTEE

Section 11.01 Rights of Trustees; Compensation and Indemnity. The Trustee accepts the trusts created by this Indenture upon theterms and conditions hereof, including the following, to all of which the parties hereto and the Holders from time to time of the Securitiesagree:

(a) The Trustee shall be entitled to such compensation as the Issuers and the Trustee shall from time to time agree in writing forall services rendered by it hereunder (including in any Agent capacity in which it acts). The compensation of the Trustee shall not belimited by any provision of law in regard to the compensation of a trustee of an express trust. The Issuers shall reimburse the Trusteepromptly upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee(including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement oradvance as may be attributable to its own negligence, bad faith or willful misconduct.

The Issuers also agree to indemnify each of the Trustee and any predecessor Trustee hereunder for, and to hold it harmless against,any and all loss, liability, damage, claim, or expense (including attorneys fees and expenses) incurred without its own negligence, bad faithor willful misconduct, arising out of or in connection with the acceptance or administration of the

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trust or trusts hereunder and the performance of its duties (including in any Agent capacity in which it acts), as well as the costs andexpenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or dutieshereunder, except those attributable to its own negligence, bad faith or willful misconduct. The Trustee shall notify the Issuers promptly ofany claim for which it may seek indemnity; provided, however, that the Trustee’s failure to provide such notice shall not release the Issuersof their obligations hereunder. The Issuers shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have atany one time one separate counsel of its selection, and the Issuers shall pay the reasonable fees and expenses of such counsel. The Issuersneed not pay for any settlement made without its consent, which consent shall not be unreasonably withheld.

As security for the performance of the obligations of the Issuers under this Section, the Trustee shall have a lien prior to the Securitiesupon all property and funds held or collected by the Trustee in such capacity, except funds held in trust for the payment of principal of, andpremium, if any, or interest, if any, on particular Securities. Notwithstanding any provisions of this Indenture to the contrary, the obligationsof the Issuers to compensate, reimburse and indemnify the Trustee under this Section 11.01(a) shall survive the resignation or removal ofthe Trustee, the termination of this Indenture and any satisfaction and discharge under Article XII. When the Trustee incurs expenses orrenders services after an Event of Default specified in clause (e) or (f) of Section 7.01 occurs, the expenses and compensation for theservices are intended to constitute expenses of administration under any applicable federal or state bankruptcy, insolvency or similar laws.

(b) The Trustee may execute any of the trusts or powers hereof and perform any duty hereunder either directly or by its agentsand attorneys and shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care byit hereunder.

(c) The Trustee shall not be responsible in any manner whatsoever for the correctness of the recitals herein or in the Securities(except its certificates of authentication thereon) contained, all of which are made solely by the Issuers, and the Trustee shall not beresponsible or accountable in any manner whatsoever for or with respect to the validity or execution or sufficiency of this Indenture or ofthe Securities (except its certificates of authentication thereon), and the Trustee makes no representation with respect thereto, except thatthe Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Securities and perform its obligationshereunder and that the statements made by it in a Statement of Eligibility on Form T-1 supplied to the Issuers are true and accurate, subjectto the qualifications set forth therein. The Trustee shall not be accountable for the use or application by the Issuers of any Securities, or theproceeds of any Securities, authenticated and delivered by the Trustee in conformity with the provisions of this Indenture.

(d) The Trustee may consult with counsel of its selection, and, to the extent permitted by Section 11.02, the advice of suchcounsel and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered by theTrustee hereunder in good faith and in accordance with the advice of such counsel or any Opinion of Counsel.

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(e) The Trustee, to the extent permitted by Section 11.02, may rely upon the certificate of the Secretary or one of the AssistantSecretaries of each of the Issuers as to the adoption of any Board Resolution or resolution of the stockholders of such Issuer, and anyrequest, direction, order or demand of such Issuer mentioned herein shall be sufficiently evidenced by, and whenever in the administrationof this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any actionhereunder, the Trustee may rely upon, an Issuer Order or an Officers’ Certificate of the Issuers (unless other evidence in respect thereof beherein specifically prescribed).

(f) Subject to Section 11.04, the Trustee or any agent of the Trustee, in its individual or any other capacity, may become theowner or pledgee of Securities and, subject to Sections 310(b) and 311 of the Trust Indenture Act, may otherwise deal with the Issuers withthe same rights it would have had if it were not the Trustee or such agent.

(g) Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law.The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with theIssuers.

(h) Any action taken by the Trustee pursuant to any provision hereof at the request or with the consent of any Person who at thetime is the Holder of any Security shall be conclusive and binding in respect of such Security upon all future Holders thereof or of anySecurity or Securities which may be issued for or in lieu thereof in whole or in part, whether or not such Security shall have noted thereonthe fact that such request or consent had been made or given.

(i) Subject to the provisions of Section 11.02, the Trustee may conclusively rely and shall be protected in acting or refrainingfrom acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond,debenture or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party orparties.

(j) Subject to the provisions of Section 11.02, the Trustee shall not be under any obligation to exercise any of the rights orpowers vested in it by this Indenture (including, without limitation, instituting, conducting or defending any litigation), at the request, orderor direction of any of the Holders of the Securities, pursuant to any provision of this Indenture, unless one or more of the Holders of theSecurities shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which may beincurred by it therein or thereby.

(k) Subject to the provisions of Section 11.02, the Trustee shall not be liable for any action taken or omitted by it in good faithand believed by it to be authorized or within its discretion or within the rights or powers conferred upon it by this Indenture.

(l) Subject to the provisions of Section 11.02, the Trustee shall not be deemed to have knowledge or notice of any Default orEvent of Default unless the Issuers or Holders of not less than 25% of the Outstanding Securities notify the Trustee thereof and such noticerefers to the facts underlying such event.

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(m) Subject to the provisions of the first paragraph of Section 11.02, the Trustee shall not be bound to make any inquiry orinvestigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,consent, order, approval, bond, debenture, note, other evidence of Indebtedness or other paper or document.

(n) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to beindemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian andother Person employed to act hereunder.

(o) In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunderarising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages,accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss ormalfunctions of utilities, communications or computer (software and hardware) services, it being understood that the Trustee shall usereasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable underthe circumstances.

(p) The Trustee may request that each of the Issuers deliver a certificate setting forth the names of individuals and titles ofofficers authorized at such time to take specified actions pursuant to this Indenture, provided that the Trustee reasonably believes that thelast such certificate received from such Issuer or currently on file is no longer accurate.

(q) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kindwhatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such lossor damage and regardless of the form of action.

Section 11.02 Duties of Trustee.

(a) If one or more of the Events of Default specified in Section 7.01 with respect to the Securities of any series shall havehappened, then, during the continuance thereof, the Trustee shall, with respect to the Securities of such series, exercise such of the rightsand powers vested in it by this Indenture, and shall use the same degree of care and skill in their exercise, as a prudent person wouldexercise or use under the circumstances in the conduct of such person’s own affairs.

(b) None of the provisions of this Indenture shall be construed as relieving the Trustee from liability for its own negligentaction, its own negligent failure to act, or its own willful misconduct, except that, notwithstanding anything in this Indenture to the contrary,

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(i) unless and until an Event of Default specified in Section 7.01 with respect to the Securities of any series shall havehappened which at the time is continuing,

(A) the Trustee undertakes to perform such duties and only such duties with respect to the Securities of that series asare specifically set out in this Indenture, and no implied covenants or obligations shall be read into this Indenture againstthe Trustee, whose duties and obligations shall be determined solely by the express provisions of this Indenture; and

(B) the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressedtherein, in the absence of bad faith on the part of the Trustee, upon certificates and opinions furnished to it pursuant to theexpress provisions of this Indenture; but in the case of any such certificates or opinions which, by the provisions of thisIndenture, are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same todetermine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate theaccuracy of mathematical calculations or other facts, statements, opinions or conclusions stated therein);

(ii) the Trustee shall not be liable to any Holder of Securities or to any other Person for any error of judgment made in goodfaith by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent inascertaining the pertinent facts; and

(iii) the Trustee shall not be liable to any Holder of Securities or to any other Person with respect to any action taken oromitted to be taken by it in good faith, in accordance with the direction of Securityholders given as provided in Section 7.06,relating to the time, method and place of conducting any proceeding for any remedy available to it or exercising any trust or powerconferred upon it by this Indenture.

(c) None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur anyfinancial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall havereasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assuredto it.

(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting theliability of or affording protection to the Trustee shall be subject to the provisions of this Section 11.02.

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Section 11.03 Notice of Defaults. Within 90 days after the occurrence thereof, and if the Trustee has gained knowledge of any defaulthereunder with respect to the Securities through a notice which refers to the facts underlying such event, the Trustee shall give to theHolders of the Securities of a series notice of each Default or Event of Default with respect to the Securities of such series known to theTrustee (provided that, with respect to any Default specified in Section 7.01(d), such notice shall not be given until at least 30 days after theoccurrence of such Default), by transmitting such notice to Holders at their addresses as the same shall then appear on the Register, unlesssuch Default shall have been cured or waived before the giving of such notice (the term “Default” being hereby defined to be the eventsspecified in Section 7.01, which are, or after notice or lapse of time or both would become, Events of Default as defined in said Section).Except in the case of a Default or Event of Default in payment of the principal of, premium, if any, or interest on any of the Securities ofsuch series when and as the same shall become payable, or to make any mandatory sinking fund payment as to Securities of the same series,the Trustee shall be protected in withholding such notice, if and so long as a Responsible Officer or Responsible Officers of the Trustee ingood faith determine that the withholding of such notice is in the interests of the Holders of the Securities of such series.

Section 11.04 Eligibility; Disqualification.

(a) The Trustee shall at all times satisfy the requirements of TIA Section 310(a). The Trustee shall have a combined capital andsurplus of at least $50 million as set forth in its most recent published annual report of condition, and shall have a Corporate Trust Office. Ifat any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 11.04, it shall resign immediately in themanner and with the effect hereinafter specified in this Article.

(b) The Trustee shall comply with TIA Section 310(b); provided, however, that there shall be excluded from the operation ofTIA Section 310(b)(i) any series of Securities under this Indenture and any indenture or indentures under which other securities orcertificates of interest or participation in other securities of the Issuers are outstanding if the requirements for such exclusion set forth inTIA Section 310(b)(i) are met. If the Trustee has or shall acquire a conflicting interest within the meaning of Section 310(b) of the TrustIndenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to theprovisions of, the Trust Indenture Act and this Indenture. If Section 310(b) of the Trust Indenture Act is amended any time after the date ofthis Indenture to change the circumstances under which a Trustee shall be deemed to have a conflicting interest with respect to theSecurities of any series or to change any of the definitions in connection therewith, this Section 11.04 shall be automatically amended toincorporate such changes.

Section 11.05 Resignation and Notice; Removal. The Trustee, or any successor to it hereafter appointed, may at any time resign andbe discharged of the trusts hereby created with respect to any one or more or all series of Securities by giving to the Issuers notice in writingnot more than 30 days prior to the date of resignation set forth in such notice. Such resignation shall take effect upon the appointment of asuccessor Trustee and the acceptance of such appointment by such successor Trustee. Any Trustee hereunder may be

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removed with respect to any series of Securities at any time by the filing with such Trustee and the delivery to the Issuers of an instrumentor instruments in writing signed by the Holders of a majority in principal amount of the Securities of such series then Outstanding,specifying such removal and the date when it shall become effective.

If at any time:

(1) the Trustee shall fail to comply with the provisions of TIA Section 310(b) after written request therefor by the Issuers or by anyHolder who has been a bona fide Holder of a Security for at least six months (or, if it is a shorter period, the period since the initial issuanceof the Securities of such series), or

(2) the Trustee shall cease to be eligible under Section 11.04 and shall fail to resign after written request therefor by the Issuers or byany Holder who has been a bona fide Holder of a Security for at least six months (or, if it is a shorter period, the period since the initialissuance of the Securities of such series), or

(3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of itsproperty shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose ofrehabilitation, conservation or liquidation,

then, in any such case, (i) the Issuers by written notice to the Trustee may remove the Trustee and appoint a successor Trustee with respectto all Securities, or (ii) subject to TIA Section 315(e), any Securityholder who has been a bona fide Holder of a Security for at least sixmonths (or, if it is a shorter period, the period since the initial issuance of the Securities of such series) may, on behalf of himself and allothers similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and theappointment of a successor Trustee or Trustees.

Upon its resignation or removal, any Trustee shall be entitled to the payment of reasonable compensation for the services renderedhereunder by such Trustee and to the payment of all reasonable expenses incurred hereunder and all moneys then due to it hereunder. TheTrustee’s rights to indemnification provided in Section 11.01(a) shall survive its resignation or removal.

Section 11.06 Successor Trustee by Appointment.

(a) In case at any time the Trustee shall resign, or shall be removed (unless the Trustee shall be removed as provided inSection 11.05, in which event the vacancy shall be filled as provided in said subdivision), or shall become incapable of acting, or shall beadjudged bankrupt or insolvent, or if a receiver of the Trustee or of its property shall be appointed, or if any public officer shall take chargeor control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation with respect to theSecurities of one or more series, a successor Trustee with respect to the Securities of that or those series (it being understood that any suchsuccessor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be onlyone Trustee with respect to the Securities of any series) may be appointed by the Holders of a majority in principal

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amount of the Securities of that or those series then Outstanding, by an instrument or instruments in writing signed in duplicate by suchHolders and filed, one original thereof with the Issuer and the other with the successor Trustee; but, until a successor Trustee shall havebeen so appointed by the Holders of Securities of that or those series as herein authorized, the Issuer, or, in case all or substantially all theassets of the Issuers shall be in the possession of one or more custodians or receivers lawfully appointed, or of trustees in bankruptcy orreorganization proceedings (including a trustee or trustees appointed under the provisions of the federal bankruptcy laws, as now orhereafter constituted), or of assignees for the benefit of creditors, such receivers, custodians, trustees or assignees, as the case may be, by aninstrument in writing, shall appoint a successor Trustee with respect to the Securities of such series. Subject to the provisions of Sections11.04 and 11.05, upon the appointment as aforesaid of a successor Trustee with respect to the Securities of any series, the Trustee withrespect to the Securities of such series shall cease to be Trustee hereunder. After any such appointment other than by the Holders ofSecurities of such series, the Person making such appointment shall forthwith cause notice thereof to be given to the Holders of Securitiesof such series, but any successor Trustee with respect to the Securities of such series so appointed shall, immediately and without furtheract, be superseded by a successor Trustee appointed by the Holders of Securities of such series in the manner above prescribed, if suchappointment be made prior to the expiration of one year from the date of the giving of such notice by the Issuers, or by such receivers,trustees or assignees.

(b) If any Trustee with respect to the Securities of one or more series shall resign or be removed and a successor Trustee shallnot within 30 days thereafter have been appointed by the Issuers or by the Holders of the Securities of such series or if any successorTrustee so appointed shall not have accepted its appointment within 30 days after such appointment shall have been made, the resigningTrustee at the expense of the Issuers may apply to any court of competent jurisdiction for the appointment of a successor Trustee. If in anyother case a successor Trustee shall not be appointed pursuant to the foregoing provisions of this Section 11.06 within three months aftersuch appointment might have been made hereunder, the Holder of any Security of the applicable series or any retiring Trustee at theexpense of the Issuers may apply to any court of competent jurisdiction to appoint a successor Trustee. Such court may thereupon, in anysuch case, after such notice, if any, as such court may deem proper and prescribe, appoint a successor Trustee.

(c) Any successor Trustee appointed hereunder with respect to the Securities of one or more series shall execute, acknowledgeand deliver to its predecessor Trustee and to the Issuers, or to the receivers, trustees, assignees or court appointing it, as the case may be, aninstrument accepting such appointment hereunder, and thereupon such successor Trustee, without any further act, deed or conveyance,shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations with respect to such series of suchpredecessor Trustee with like effect as if originally named as Trustee hereunder, and such predecessor Trustee, upon payment of its chargesand disbursements then unpaid, shall thereupon become obligated to pay over, and such successor Trustee shall be entitled to receive, allmoneys and properties held by such predecessor Trustee as Trustee hereunder, subject nevertheless to its lien provided for inSection 11.01(a). Nevertheless, on the written request of the Issuers or of the successor Trustee or of the Holders of at least 10% inprincipal amount of the Securities of such series then Outstanding, such predecessor Trustee, upon payment of its said charges anddisbursements, shall execute and deliver an instrument transferring to such successor Trustee

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upon the trusts herein expressed all the rights, powers and trusts of such predecessor Trustee and shall assign, transfer and deliver to thesuccessor Trustee all moneys and properties held by such predecessor Trustee, subject nevertheless to its lien provided for inSection 11.01(a); and, upon request of any such successor Trustee or the Issuers shall make, execute, acknowledge and deliver any and allinstruments in writing for more fully and effectually vesting in and confirming to such successor Trustee all such authority, rights, powers,trusts, immunities, duties and obligations.

Section 11.07 Successor Trustee by Merger. Any Person into which the Trustee or any successor to it in the trusts created by thisIndenture shall be merged or converted, or any Person with which it or any successor to it shall be consolidated, or any Person resultingfrom any merger, conversion or consolidation to which the Trustee or any such successor to it shall be a party, or any Person to which theTrustee or any successor to it shall sell or otherwise transfer all or substantially all of the corporate trust business of the Trustee, shall bethe successor Trustee under this Indenture without the execution or filing of any paper or any further act on the part of any of the partieshereto; provided that such Person shall be otherwise qualified and eligible under this Article. In case at the time such successor to theTrustee shall succeed to the trusts created by this Indenture with respect to one or more series of Securities, any of such Securities shallhave been authenticated but not delivered by the Trustee then in office, any successor to such Trustee may adopt the certificate ofauthentication of any predecessor Trustee, and deliver such Securities so authenticated; and in case at that time any of the Securities shallnot have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunderor in the name of the successor Trustee; and in all such cases such certificates shall have the full force which it is anywhere in theSecurities or in this Indenture provided that the certificate of the Trustee shall have; provided, however, that the right to adopt thecertificate of authentication of any predecessor Trustee or authenticate Securities in the name of any predecessor Trustee shall apply only toits successor or successors by merger, conversion or consolidation.

Section 11.08 Right to Rely on Officers’ Certificate. Subject to Section 11.02, and subject to the provisions of Section 16.01 withrespect to the certificates required thereby, whenever in the administration of the provisions of this Indenture the Trustee shall deem itnecessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless otherevidence in respect thereof be herein specifically prescribed) may, in the absence of negligence, bad faith or willful misconduct on the partof the Trustee, be deemed to be conclusively proved and established by an Officers’ Certificate or an Issuer Order with respect theretodelivered to the Trustee, and such Officers’ Certificate or Issuer Order, in the absence of negligence, bad faith or willful misconduct on thepart of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this Indentureupon the faith thereof.

Section 11.09 Appointment of Authenticating Agent. The Trustee may appoint an agent (the “Authenticating Agent”) acceptable tothe Issuers to authenticate the Securities, and the Trustee shall give written notice of such appointment to all Holders of Securities of theseries with respect to which such Authenticating Agent will serve. Unless limited by the terms of such appointment, any suchAuthenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication bythe Trustee includes

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authentication by the Authenticating Agent. Securities so authenticated shall be entitled to the benefits of this Indenture and shall be validand obligatory for all purposes as if authenticated by the Trustee hereunder.

Each Authenticating Agent shall at all times be a corporation organized and doing business and in good standing under the laws of theUnited States, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combinedcapital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such corporationpublishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then forthe purposes of this Article XI, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplusas set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordancewith the provisions of this Article XI, it shall resign immediately in the manner and with the effect specified in this Article XI.

Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or anycorporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporationsucceeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent,provided such corporation shall be otherwise eligible under this Article XI, without the execution or filing of any paper or any further acton the part of the Trustee or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Issuers. The Trustee may atany time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Issuers.Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to beeligible in accordance with the provisions of this Section 11.09, the Trustee may appoint a successor Authenticating Agent which shall beacceptable to the Issuers and shall give written notice of such appointment to all Holders of Securities of the series with respect to whichsuch Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall becomevested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 11.09.

The Issuers agree to pay to each Authenticating Agent from time to time reasonable compensation for its services under thisSection 11.09.

Section 11.10 Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of itsobligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes,work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, andinterruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that theTrustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon aspracticable under the circumstances.

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ARTICLE XII

SATISFACTION AND DISCHARGE; DEFEASANCE

Section 12.01 Applicability of Article. If, pursuant to Section 3.01, provision is made for the defeasance of Securities of a series and ifthe Securities of such series are denominated and payable only in U.S. Dollars (except as provided pursuant to Section 3.01), then theprovisions of this Article shall be applicable except as otherwise specified pursuant to Section 3.01 for Securities of such series. Defeasanceprovisions, if any, for Securities denominated in a Foreign Currency may be specified pursuant to Section 3.01.

Section 12.02 Satisfaction and Discharge of Indenture. This Indenture, with respect to the Securities of any series, shall, upon receiptby the Trustee of an Issuer Order, cease to be of further effect (except as to any surviving rights of registration of transfer or exchange ofsuch Securities herein expressly provided for and rights to receive payments of principal of and premium, if any, and interest on suchSecurities), and the Trustee, at the expense of the Issuers, shall execute such instruments as may be reasonably requested by either of theIssuers acknowledging satisfaction and discharge of this Indenture with respect to the Securities of such series, when:

(a) either:(i) all Securities of such series theretofore authenticated and delivered (other than (A) Securities that have been destroyed,

lost or stolen and that have been replaced or paid as provided in Section 3.07 and (B) Securities for whose payment money hastheretofore been deposited in trust or segregated and held in trust by the Issuers and thereafter repaid to the Issuers or dischargedfrom such trust, as provided in Section 6.03) have been delivered to the Trustee for cancellation; or

(ii) all Securities of such series not theretofore delivered to the Trustee for cancellation,(A) have become due and payable, or(B) will become due and payable at their Stated Maturity within one year, or(C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of

notice by the Trustee in the name, and at the expense, of the Issuers,and the Issuers, in the case of (A), (B) or (C) above, have deposited or caused to be deposited with the Trustee or Paying Agent as trustfunds in trust for the purpose an

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amount in the Currency in which such Securities are denominated (except as otherwise provided pursuant to Section 3.01) sufficient topay and discharge the entire Indebtedness on such Securities for principal and premium, if any, and interest to the date of such deposit(in the case of Securities that have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;

(b) the Issuers have paid or caused to be paid all other sums payable hereunder by the Issuers with respect to the Securities ofsuch series; and

(c) the Issuers have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that all conditionsprecedent herein provided for relating to the satisfaction and discharge of this Indenture with respect to such series have been compliedwith.

Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securities, the obligations of the Issuers to theTrustee under Section 11.01 and, if money shall have been deposited with the Trustee pursuant to clause (a)(ii) of this Section with respectto Securities of such series, the obligations of the Trustee with respect to the Securities of such series under Section 12.07 and paragraph (e)of Section 6.03 shall survive.

Section 12.03 Discharge or Defeasance upon Deposit of Moneys or U.S. Government Obligations. At the Issuers’ option, either(a) the Issuers shall be deemed to have been Discharged (as defined below) from their obligations with respect to Securities of any series onthe first day after the applicable conditions set forth below have been satisfied or (b) the Issuers shall cease to be under any obligation tocomply with any term, provision or condition set forth in Section 6.04 and Section 10.02 with respect to Securities of any series (and, if sospecified pursuant to Section 3.01, any other covenant added for the benefit of such series pursuant to Section 3.01) at any time after theapplicable conditions set forth below have been satisfied (the event described in this clause (b) being referred to herein as “CovenantDefeasance”) (and such action or event under clause (a) or (b) of this paragraph in no circumstance may be construed as an Event of Defaultunder Section 7.01):

(i) the Issuers shall have deposited or caused to be deposited irrevocably with the Trustee as trust funds in trust, specificallypledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series (A) money in anamount, or (B) U.S. Government Obligations (as defined below) that through the payment of interest and principal in respectthereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in anamount, or (C) a combination of (A) and (B), sufficient to pay and discharge each installment of principal (including anymandatory sinking fund payments) of and premium, if any, and interest on, the Outstanding Securities of such series on the datessuch installments of interest or principal and premium are due (provided that, if the amount of such deposit is determined byreference to a Redemption Date or Redemption Dates with respect to the Outstanding Securities of such series, the Issuers shallhave given notice of such redemption in accordance with the terms of this Indenture);

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(ii) no Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit(other than a Default resulting from the borrowing of funds and the grant of any related liens to be applied to such deposit); and

(iii) the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Securities of suchseries will not recognize income, gain or loss for United States federal income tax purposes as a result of the Issuers’ exercise oftheir option under this Section and will be subject to federal income tax on the same amounts and in the same manner and at thesame times as would have been the case if such action had not been exercised and, in the case of the Securities of such seriesbeing Discharged accompanied by a ruling to that effect received from or published by the United States Internal RevenueService.

“Discharged” means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by, andobligations under, the Securities of such series and to have satisfied all the obligations under this Indenture relating to the Securities of suchseries (and the Trustee, at the expense of the Issuers, shall execute such instruments as may be reasonably requested by the Issuersacknowledging the same), except (x) the rights of Holders of Securities of such series to receive, from the trust fund described in clause(i) above, payment of the principal of and premium, if any, and interest on such Securities when such payments are due, (y) the Issuers’obligations with respect to Securities of such series under Sections 3.04, 3.06, 3.07, 6.02, 12.06 and 12.07 and (z) the rights, powers, trusts,duties and immunities of the Trustee hereunder. Securities as to which the Issuers’ obligations have been Discharged pursuant to thisSection 12.03 will thereafter be deemed to be Outstanding only for the purposes of the sections of this Indenture referred to in clause (y) ofthe immediately-preceding sentence.

“U.S. Government Obligations” means securities that are (I) direct obligations of the United States for the payment of which its fullfaith and credit is pledged or (II) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of theUnited States the timely of payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States, that, ineither case under clauses (I) or (II) are not callable or redeemable at the option of the issuer thereof, and shall also include a depositaryreceipt issued by a bank or trust company as custodian with respect to any such U.S. Government Obligation or a specific payment ofinterest on or principal of any such U.S. Government Obligation held by such custodian for the account of the holder of a depositaryreceipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to theholder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specificpayment of interest on or principal of the U.S. Government Obligation evidenced by such depositary receipt.

Covenant Defeasance with respect to the Securities of any series means that the Issuers shall cease to be under any obligation tocomply with, and shall have no liability in respect of, any term, provision or condition set forth in Section 6.04 and Section 10.02 withrespect to Securities of such series (and, if so specified pursuant to Section 3.01, any other covenant added for the benefit of such seriespursuant to Section 3.01), whether directly or indirectly, by reason

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of any reference elsewhere herein to any such Section or any such other covenant or by reason of reference in any such Section or any suchother covenant to any other provision herein or in any other document, and such omission to comply shall not constitute a Default or anEvent of Default. Securities of any series with respect to which Covenant Defeasance has been effected pursuant to this Section 12.03 shallthereafter be deemed to be not Outstanding for the purposes of any request, demand, authorization, direction, notice, consent, waiver orother action of Holders (and the consequences of any thereof) in connection with any such Section or any such other covenant with respectto the Securities of such series, but shall continue to be deemed to be Outstanding for all other purposes hereunder (it being understood thatsuch Securities shall not be deemed outstanding for accounting purposes).

Section 12.04 Repayment to Issuers. The Trustee and any Paying Agent shall promptly pay to the Issuers (or to their designee) uponreceipt by the Trustee of an Issuer Order any excess moneys or U.S. Government Obligations held by them at any time, including any suchmoneys or obligations held by the Trustee under any escrow trust agreement entered into pursuant to Section 12.06. The provisions of theparagraph (e) of Section 6.03 shall apply to any money held by the Trustee or any Paying Agent under this Article that remains unclaimedfor two years after the Maturity of any series of Securities for which money or U.S. Government Obligations have been deposited pursuantto Section 12.03.

Section 12.05 Indemnity for U.S. Government Obligations. The Issuers shall pay and shall indemnify the Trustee against any tax, feeor other charge imposed on or assessed against the deposited U.S. Government Obligations or the principal or interest received on suchU.S. Government Obligations.

Section 12.06 Deposits to Be Held in Escrow. Any deposits with the Trustee referred to in Section 12.03 above shall be irrevocable(except to the extent provided in Sections 12.04 and 12.07) and shall be made under the terms of an escrow trust agreement. If anyOutstanding Securities of a series are to be redeemed prior to their Stated Maturity, whether pursuant to any optional redemption provisionsor in accordance with any mandatory or optional sinking fund requirement, the applicable escrow trust agreement shall provide therefor andthe Issuers shall make such arrangements as are satisfactory to the Trustee for the giving of notice of redemption by the Trustee in thename, and at the expense, of the Issuers. The agreement shall provide that, upon satisfaction of any mandatory sinking fund paymentrequirements, whether by deposit of moneys, application of proceeds of deposited U.S. Government Obligations or, if permitted, bydelivery of Securities, the Trustee shall pay or deliver over to the Issuers as excess moneys pursuant to Section 12.04 all funds orobligations then held under the agreement and allocable to the sinking fund payment requirements so satisfied.

If Securities of a series with respect to which such deposits are made may be subject to later redemption at the option of the Issuers orpursuant to optional sinking fund payments, the applicable escrow trust agreement may, at the option of the Issuers, provide therefor. In thecase of an optional redemption in whole or in part, such agreement shall require the Issuers to deposit with the Trustee on or before the datenotice of redemption is given funds sufficient to pay the Redemption Price of the Securities to be redeemed together with all unpaid interestthereon to the Redemption Date. Upon such deposit of funds, the Trustee shall pay or deliver over to the Issuers as excess funds pursuant toSection 12.04 all funds or obligations then held under such

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agreement and allocable to the Securities to be redeemed. In the case of exercise of optional sinking fund payment rights by the Issuers,such agreement shall, at the option of the Issuers, provide that upon deposit by the Issuers with the Trustee of funds pursuant to suchexercise the Trustee shall pay or deliver over to the Issuers as excess funds pursuant to Section 12.04 all funds or obligations then heldunder such agreement for such series and allocable to the Securities to be redeemed.

Section 12.07 Application of Trust Money. Subject to applicable abandoned property law:

(a) Neither the Trustee nor any other Paying Agent shall be required to pay interest on any moneys deposited pursuant to theprovisions of this Indenture, except such as it shall agree with the Issuers in writing to pay thereon. Any moneys so deposited for thepayment of the principal of, or premium, if any, or interest on the Securities of any series and remaining unclaimed for two years after thedate of the maturity of the Securities of such series or the date fixed for the redemption of all the Securities of such series at the timeoutstanding, as the case may be, shall be repaid by the Trustee or such other Paying Agent to the Issuers upon its written request andthereafter, anything in this Indenture to the contrary notwithstanding, any rights of the Holders of Securities of such series in respect ofwhich such moneys shall have been deposited shall be enforceable only against the Issuers, and all liability of the Trustee or such otherPaying Agent with respect to such moneys shall thereafter cease.

(b) Subject to the provisions of the foregoing paragraph, any moneys which at any time shall be deposited by the Issuers or ontheir behalf with the Trustee or any other Paying Agent for the purpose of paying the principal of, premium, if any, and interest on any ofthe Securities shall be and are hereby assigned, transferred and set over to the Trustee or such other Paying Agent in trust for the respectiveHolders of the Securities for the purpose for which such moneys shall have been deposited; but such moneys need not be segregated fromother funds except to the extent required by law.

Section 12.08 Deposits of Non-U.S. Currencies. Notwithstanding the foregoing provisions of this Article, if the Securities of anyseries are payable in a Currency other than U.S. Dollars, the Currency or the nature of the government obligations to be deposited with theTrustee under the foregoing provisions of this Article shall be as set forth in the Issuer Order or established in the supplemental indentureunder which the Securities of such series are issued.

ARTICLE XIII

IMMUNITY OF CERTAIN PERSONS

Section 13.01 No Personal Liability. No recourse shall be had for the payment of the principal of, or the premium, if any, or intereston, any Security or for any claim based thereon or otherwise in respect thereof or of the Indebtedness represented thereby, or upon anyobligation, covenant or agreement of this Indenture, against any incorporator, partner, stockholder, other equity holder, officer, director,employee or controlling person, as such, past, present or future, of the Issuers or of any predecessor or successor entity, either directly orthrough the Issuers or any predecessor or successor entity, whether by virtue of any constitutional provision, statute or

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rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and understood that this Indentureand the Securities are solely obligations of the Issuers as such, and that no personal liability whatsoever shall attach to, or be incurred by,any incorporator, partner, stockholder, other equity holder, officer, director, employee or controlling person, as such, past, present or future,of the Issuers or of any predecessor or successor entity, either directly or through the Issuers or any predecessor or successor entity, becauseof the incurring of the Indebtedness hereby authorized or under or by reason of any of the obligations, covenants or agreements containedin this Indenture or in any of the Securities, or to be implied herefrom or therefrom, and that all liability, if any, of that character againstevery such incorporator, partner, stockholder, other equity holder, officer, director, employee or controlling person, as such, past, present orfuture, of the Issuers or of any predecessor or successor entity is, by the acceptance of the Securities by the Holders thereof and as acondition of, and as part of the consideration for, the execution of this Indenture and the issue of the Securities, expressly waived andreleased.

ARTICLE XIV

SUPPLEMENTAL INDENTURES

Section 14.01 Without Consent of Securityholders. Except as otherwise provided as contemplated by Section 3.01 with respect to anyseries of Securities, the Issuers and the Trustee, at any time and from time to time, may enter into one or more indentures supplementalhereto, in form satisfactory to the Trustee, for any one or more of or all the following purposes:

(a) to add to the covenants and agreements of the Issuers, to be observed thereafter and during the period, if any, in suchsupplemental indenture or indentures expressed, and to add Events of Default, in each case for the protection or benefit of the Holders of allor any series of the Securities (and if such covenants, agreements and Events of Default are to be for the benefit of fewer than all series ofSecurities, stating that such covenants, agreements and Events of Default are expressly being included for the benefit of such series as shallbe identified therein), or to surrender any right or power herein conferred upon the Issuers;

(b) to delete or modify any Events of Default with respect to all or any series of the Securities, the form and terms of which arebeing established pursuant to such supplemental indenture as permitted in Section 3.01 (and, if any such Event of Default is applicable tofewer than all such series of the Securities, specifying the series to which such Event of Default is applicable), and to specify the rights andremedies of the Trustee and the Holders of such Securities in connection therewith;

(c) to add to or change any of the provisions of this Indenture to provide, change or eliminate any restrictions on the payment ofprincipal of or premium, if any, on Securities; provided that any such action shall not adversely affect the interests of the Holders ofSecurities of any series in any material respect as determined by the Issuers;

(d) to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall becomeeffective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture that isentitled to the benefit of such provision and as to which such supplemental indenture would apply;

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(e) to evidence the succession of another Person to the Issuers, or successive successions, and the assumption by such successorof the covenants and obligations of the Issuers contained in the Securities of one or more series and in this Indenture or any supplementalindenture;

(f) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to one or moreseries of Securities and to add to or change any of the provisions of this Indenture as shall be necessary for or facilitate the administration ofthe trusts hereunder by more than one Trustee, pursuant to the requirements of Section 11.06(c);

(g) to secure any series of Securities or to release any collateral or lien securing Securities of any series in accordance with theterms of the Securities of such series;

(h) to evidence any changes to this Indenture pursuant to Sections 11.05, 11.06 or 11.07 hereof as permitted by the termsthereof;

(i) to cure any ambiguity or to correct or supplement any provision contained herein or in any indenture supplemental heretowhich may be defective or inconsistent with any other provision contained herein or in any supplemental indenture or to conform the termshereof, as amended and supplemented, that are applicable to the Securities of any series to the description of the terms of such Securities inthe offering memorandum, prospectus supplement or other offering document applicable to such Securities at the time of initial salethereof;

(j) to add to or change or eliminate any provision of this Indenture as shall be necessary or desirable in accordance with anyamendments to the Trust Indenture Act;

(k) to add guarantors or co-obligors with respect to any series of Securities or to release guarantors from their guarantees ofSecurities in accordance with the terms of the applicable series of Securities;

(l) to make any change in any series of Securities that does not adversely affect in any material respect the rights of the Holdersof such Securities, as determined by the Issuers;

(m) to provide for uncertificated securities in addition to certificated securities;

(n) to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate thedefeasance and discharge of any series of Securities; provided that any such action shall not adversely affect the interests of the Holders ofSecurities of such series or any other series of Securities in any material respect;

(o) to prohibit the authentication and delivery of additional series of Securities; or

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(p) to establish the form and terms of Securities of any series as permitted in Section 3.01, or to authorize the issuance ofadditional Securities of a series previously authorized or to add to the conditions, limitations or restrictions on the authorized amount, termsor purposes of issue, authentication or delivery of the Securities of any series, as herein set forth, or other conditions, limitations orrestrictions thereafter to be observed.

Subject to the provisions of Section 14.03, the Trustee is authorized to join with the Issuers in the execution of any such supplementalindenture, to make the further agreements and stipulations which may be therein contained and to accept the conveyance, transfer,assignment, mortgage or pledge of any property or assets thereunder.

Any supplemental indenture authorized by the provisions of this Section 14.01 may be executed by the Issuers and the Trusteewithout the consent of the Holders of any of the Securities at the time Outstanding.

Section 14.02 With Consent of Securityholders; Limitations.

(a) With the consent of the Holders (evidenced as provided in Article VIII) of a majority in aggregate principal amount of theOutstanding Securities of each series affected by such supplemental indenture voting separately, the Issuers and the Trustee may, from timeto time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing inany manner or eliminating any provisions of this Indenture or of modifying in any manner the rights of the Holders of the Securities of suchseries to be affected; provided, however, that, except as otherwise provided as contemplated by Section 3.01 with respect to the Securitiesof such series, no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security of each such seriesaffected thereby,

(i) extend the Stated Maturity of the principal of, or any installment of interest on, any Security, or reduce the principalamount thereof or the interest thereon or any premium payable upon redemption thereof, or extend the Stated Maturity of, orchange the place of payment where, or the Currency in which, the principal of and premium, if any, or interest on such Security isdenominated or payable, or reduce the amount of the principal of an Original Issue Discount Security that would be due andpayable upon a declaration of acceleration of the Maturity thereof pursuant to Section 7.02, or impair the right to institute suit forthe enforcement of any payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the RedemptionDate), or materially adversely affect the economic terms of any right to convert or exchange any Security as may be providedpursuant to Section 3.01; or

(ii) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders isrequired for any supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certainprovisions of this Indenture or certain Defaults hereunder and their consequences provided for in this Indenture; or

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(iii) modify any of the provisions of this Section, Section 7.06 or Section 6.06, except to increase any such percentage or toprovide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of eachOutstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of anyHolder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 6.06, or thedeletion of this proviso, in accordance with the requirements of Sections 11.06 and 14.01(f); or

(iv) modify, without the written consent of the Trustee, the rights, duties, liabilities or immunities of the Trustee.

(b) A supplemental indenture that changes or eliminates any provision of this Indenture which has expressly been includedsolely for the benefit of one or more particular series of Securities or which modifies the rights of the Holders of Securities of such serieswith respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities ofany other series.

(c) It shall not be necessary for the consent of the Securityholders under this Section 14.02 to approve the particular form of anyproposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

(d) The Issuers may set a record date for purposes of determining the identity of the Holders of each series of Securities entitledto give a written consent or waive compliance by the Issuers as authorized or permitted by this Section. Such record date shall not be morethan 30 days prior to the first solicitation of such consent or waiver or the date of the most recent list of Holders furnished to the Trusteeprior to such solicitation pursuant to Section 312 of the Trust Indenture Act.

(e) Promptly after the execution by the Issuers and the Trustee of any supplemental indenture pursuant to the provisions of thisSection 14.02, the Issuers shall give a notice, setting forth in general terms the substance of such supplemental indenture, to the Holders ofSecurities. Any failure of the Issuers to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity ofany such supplemental indenture.

Section 14.03 Trustee Protected. Upon the request of the Issuers, accompanied by the Officers’ Certificate and Opinion of Counselrequired by Section 16.01 and evidence reasonably satisfactory to the Trustee of consent of the Holders if the supplemental indenture is tobe executed pursuant to Section 14.02, the Trustee shall join with the Issuers in the execution of said supplemental indenture unless saidsupplemental indenture affects the Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise, in which casethe Trustee may in its discretion, but shall not be obligated to, enter into said supplemental indenture. The Trustee shall be fully protected inrelying upon such Officers’ Certificate and Opinion of Counsel.

Section 14.04 Effect of Execution of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to theprovisions of this Article XIV, this Indenture shall be deemed to be modified and amended in accordance therewith and, except as hereinotherwise

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expressly provided, the respective rights, limitations of rights, obligations, duties, liabilities and immunities under this Indenture of theTrustee, the Issuers and the Holders of all of the Securities or of the Securities of any series affected, as the case may be, shall thereafter bedetermined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms andconditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any andall purposes.

Section 14.05 Notation on or Exchange of Securities. Securities of any series authenticated and delivered after the execution of anysupplemental indenture pursuant to the provisions of this Article may bear a notation in the form approved by the Issuers as to any matterprovided for in such supplemental indenture. If the Issuers shall so determine, new Securities so modified as to conform, in the opinion ofthe Board of Directors of each of the Issuers, to any modification of this Indenture contained in any such supplemental indenture may beprepared and executed by the Issuers and authenticated and delivered by the Trustee in exchange for the Securities then Outstanding inequal aggregate principal amounts, and such exchange shall be made without cost to the Holders of the Securities.

Section 14.06 Conformity with TIA. Every supplemental indenture executed pursuant to the provisions of this Article shall conformto the requirements of the Trust Indenture Act as then in effect.

ARTICLE XV

SUBORDINATION OF SECURITIES

Section 15.01 Agreement to Subordinate. In the event a series of Securities is designated as subordinated pursuant to Section 3.01, andexcept as otherwise provided in an Issuer Order or in one or more indentures supplemental hereto, the Issuers, for themselves, theirsuccessors and assigns, covenants and agrees, and each Holder of Securities of such series, whether upon original issue or upon transfer,assignment or exchange thereof, by his, her or its acceptance thereof, likewise covenants and agrees, that the payment of the principal of(and premium, if any) and interest, if any, on each and all of the Securities of such series is hereby expressly subordinated, to the extent andin the manner hereinafter set forth, in right of payment to the prior payment in full of all Senior Indebtedness. In the event a series ofSecurities is not designated as subordinated pursuant to Section 3.01(t), this Article XV shall have no effect upon the Securities of suchseries.

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Section 15.02 Distribution on Dissolution, Liquidation and Reorganization; Subrogation of Securities.

(a) Subject to Section 15.01, upon any distribution of assets of the Issuers upon any dissolution, winding up, liquidation orreorganization of the Issuers, whether in bankruptcy, insolvency, reorganization or receivership proceedings or upon an assignment for thebenefit of creditors or any other marshaling of the assets and liabilities of the Issuers or otherwise (subject to the power of a court ofcompetent jurisdiction to make other equitable provision reflecting the rights conferred in this Indenture upon the Senior Indebtedness andthe holders thereof with respect to the Securities and the holders thereof by a lawful plan of reorganization under applicable bankruptcylaw):

(i) the holders of all Senior Indebtedness shall be entitled to receive payment in full of the principal thereof (and premium, ifany) and interest due thereon before the Holders of the Securities are entitled to receive any payment upon the principal (orpremium, if any) or interest, if any, on Indebtedness evidenced by the Securities; and

(ii) any payment or distribution of assets of the Issuers of any kind or character, whether in cash, property or securities, towhich the Holders of the Securities or the Trustee would be entitled except for the provisions of this Article XV shall be paid bythe liquidation trustee or agent or other Person making such payment or distribution, whether a trustee in bankruptcy, a receiveror liquidating trustee or otherwise, directly to the holders of Senior Indebtedness or their representative or representatives or tothe trustee or trustees under any indenture under which any instruments evidencing any of such Senior Indebtedness may havebeen issued, ratably according to the aggregate amounts remaining unpaid on account of the principal of (and premium, if any)and interest on the Senior Indebtedness held or represented by each, to the extent necessary to make payment in full of all SeniorIndebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such SeniorIndebtedness; and

(iii) in the event that, notwithstanding the foregoing, any payment or distribution of assets of the Issuers of any kind orcharacter, whether in cash, property or securities prohibited by the foregoing, shall be received by the Trustee or the Holders ofthe Securities before all Senior Indebtedness is paid in full, such payment or distribution shall be paid over, upon written notice toa Responsible Officer of the Trustee at its Corporate Trust Office, to the holder of such Senior Indebtedness or his, her or itsrepresentative or representatives or to the trustee or trustees under any indenture under which any instrument evidencing any ofsuch Senior Indebtedness may have been issued, ratably as aforesaid, as calculated by the Issuers, for application to payment ofall Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full, after giving effect to anyconcurrent payment or distribution to the holders of such Senior Indebtedness.

(b) Subject to the payment in full of all Senior Indebtedness, the Holders of the Securities shall be subrogated to the rights of theholders of Senior Indebtedness (to the extent that distributions otherwise payable to such holder have been applied to the payment of SeniorIndebtedness) to receive payments or distributions of cash, property or securities of the Issuers applicable to Senior Indebtedness until theprincipal of (and premium, if any) and interest, if any, on the Securities shall be paid in full and no such payments or distributions to theHolders of the Securities of cash, property or securities otherwise distributable to the holders of Senior Indebtedness shall, as between theIssuers, their creditors other than the holders of Senior Indebtedness, and the Holders of the Securities be deemed to be a payment by theIssuers to or

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on account of the Securities. It is understood that the provisions of this Article XV are and are intended solely for the purpose of definingthe relative rights of the Holders of the Securities, on the one hand, and the holders of the Senior Indebtedness, on the other hand. Nothingcontained in this Article XV or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the Issuers, theircreditors other than the holders of Senior Indebtedness, and the Holders of the Securities, the obligation of the Issuers, which isunconditional and absolute, to pay to the Holders of the Securities the principal of (and premium, if any) and interest, if any, on theSecurities as and when the same shall become due and payable in accordance with their terms, or to affect the relative rights of the Holdersof the Securities and creditors of the Issuers other than the holders of Senior Indebtedness, nor shall anything herein or in the Securitiesprevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default underthis Indenture, subject to the rights, if any, under this Article XV of the holders of Senior Indebtedness in respect of cash, property orsecurities of the Issuers received upon the exercise of any such remedy. Upon any payment or distribution of assets of the Issuers referred toin this Article XV, the Trustee, subject to the provisions of Section 15.05, shall be entitled to conclusively rely upon a certificate of theliquidating trustee or agent or other person making any distribution to the Trustee for the purpose of ascertaining the Persons entitled toparticipate in such distribution, the holders of Senior Indebtedness and other indebtedness of the Issuers, the amount thereof or payablethereon, the amount or amounts paid or distributed thereof and all other facts pertinent thereto or to this Article XV.

Section 15.03 No Payment on Securities in Event of Default on Senior Indebtedness. Subject to Section 15.01, no payment by theIssuers on account of principal (or premium, if any), sinking funds or interest, if any, on the Securities shall be made at any time if: (i) adefault on Senior Indebtedness exists that permits the holders of such Senior Indebtedness to accelerate its maturity and (ii) the default isthe subject of judicial proceedings or the Issuers has received notice of such default. The Issuers may resume payments on the Securitieswhen full payment of amounts then due for principal (premium, if any), sinking funds and interest on Senior Indebtedness has been made orduly provided for in money or money’s worth.

In the event that, notwithstanding the foregoing, any payment shall be received by the Trustee when such payment is prohibited bythe preceding paragraph of this Section 15.03, such payment shall be held in trust for the benefit of, and shall be paid over or delivered to,the holders of such Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture pursuant towhich any of such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the Issuers, butonly to the extent that the holders of such Senior Indebtedness (or their representative or representatives or a trustee) notify the Trustee inwriting within 90 days of such payment of the amounts then due and owing on such Senior Indebtedness and only the amounts specified insuch notice to the Trustee shall be paid to the holders of such Senior Indebtedness.

Section 15.04 Payments on Securities Permitted. Subject to Section 15.01, nothing contained in this Indenture or in any of theSecurities shall (a) affect the obligation of the Issuers to make, or prevent the Issuers from making, at any time except as provided inSections 15.02 and 15.03, payments of principal of (or premium, if any) or interest, if any, on the Securities or (b) prevent the applicationby the Trustee of any moneys or assets deposited with it hereunder to the payment of or on account of the principal of (or premium, if any)or interest, if any, on the

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Securities, unless a Responsible Officer of the Trustee shall have received at its Corporate Trust Office written notice of any factprohibiting the making of such payment from the Issuers or from the holder of any Senior Indebtedness or from the trustee for any suchholder, together with proof satisfactory to the Trustee of such holding of Senior Indebtedness or of the authority of such trustee more thantwo Business Days prior to the date fixed for such payment.

Section 15.05 Authorization of Securityholders to Trustee to Effect Subordination. Subject to Section 15.01, each Holder of Securitiesby his acceptance thereof authorizes and directs the Trustee on his, her or its behalf to take such action as may be necessary or appropriateto effectuate the subordination as provided in this Article XV and appoints the Trustee his attorney-in-fact for any and all such purposes.

Section 15.06 Notices to Trustee. The Issuers shall give prompt written notice to a Responsible Officer of the Trustee at its CorporateTrust Office of any fact known to the Issuers that would prohibit the making of any payment of moneys or assets to or by the Trustee inrespect of the Securities of any series pursuant to the provisions of this Article XV. Subject to Section 15.01, notwithstanding the provisionsof this Article XV or any other provisions of this Indenture, neither the Trustee nor any Paying Agent (other than either of both of theIssuers) shall be charged with knowledge of the existence of any Senior Indebtedness or of any fact which would prohibit the making ofany payment of moneys or assets to or by the Trustee or such Paying Agent, unless and until a Responsible Officer of the Trustee or suchPaying Agent shall have received (in the case of a Responsible Officer of the Trustee, at the Corporate Trust Office of the Trustee) writtennotice thereof from the Issuers or from the holder of any Senior Indebtedness or from the trustee for any such holder, together with proofsatisfactory to the Trustee of such holding of Senior Indebtedness or of the authority of such trustee and, prior to the receipt of any suchwritten notice, the Trustee shall be entitled in all respects conclusively to presume that no such facts exist; provided, however, that if aResponsible Officer of the Trustee shall not have received the notice provided for in this Section 15.06 with respect to any such moneys orassets within two Business Days prior to the date upon which by the terms hereof any such moneys or assets may become payable for anypurpose (including, without limitation, the payment of either the principal (or premium, if any) or interest, if any, on any Security), then,anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such moneys or assetsand to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may bereceived by it within two Business Days prior to such date. The Trustee shall be entitled to rely on the delivery to it of a written notice by aPerson representing himself to be a holder of Senior Indebtedness (or a trustee on behalf of such holder) to establish that such a notice hasbeen given by a holder of Senior Indebtedness or a trustee on behalf of any such holder. In the event that the Trustee determines in goodfaith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in anypayment or distribution pursuant to this Article XV, the Trustee may request such Person to furnish evidence to the reasonable satisfactionof the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate insuch payment or distribution and any other facts pertinent to the rights of such Person under this Article XV and, if such evidence is notfurnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive suchpayment.

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Section 15.07 Trustee as Holder of Senior Indebtedness. Subject to Section 15.01, the Trustee in its individual capacity shall beentitled to all the rights set forth in this Article XV in respect of any Senior Indebtedness at any time held by it to the same extent as anyother holder of Senior Indebtedness and nothing in this Indenture shall be construed to deprive the Trustee of any of its rights as suchholder. Nothing in this Article XV shall apply to claims of, or payments to, the Trustee under or pursuant to Sections 7.05 or 11.01.

Section 15.08 Modifications of Terms of Senior Indebtedness. Subject to Section 15.01, any renewal or extension of the time ofpayment of any Senior Indebtedness or the exercise by the holders of Senior Indebtedness of any of their rights under any instrumentcreating or evidencing Senior Indebtedness, including, without limitation, the waiver of default thereunder, may be made or done allwithout notice to or assent from the Holders of the Securities or the Trustee. No compromise, alteration, amendment, modification,extension, renewal or other change of, or waiver, consent or other action in respect of, any liability or obligation under or in respect of, orof any of the terms, covenants or conditions of any indenture or other instrument under which any Senior Indebtedness is outstanding or ofsuch Senior Indebtedness, whether or not such release is in accordance with the provisions of any applicable document, shall in any wayalter or affect any of the provisions of this Article XV or of the Securities relating to the subordination thereof.

Section 15.09 Reliance on Judicial Order or Certificate of Liquidating Agent. Subject to Section 15.01, upon any payment ordistribution of assets of the Issuers referred to in this Article XV, the Trustee and the Holders of the Securities shall be entitled toconclusively rely upon any order or decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy,receivership, liquidation, reorganization, dissolution, winding up or similar case or proceeding is pending, or a certificate of the trustee inbankruptcy, liquidating trustee, custodian, receiver, assignee for the benefit of creditors, agent or other person making such payment ordistribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons entitled to participate insuch payment or distribution, the holders of Senior Indebtedness and other indebtedness of the Issuers, the amount thereof or payablethereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XV.

Section 15.10 Satisfaction and Discharge; Discharge and Covenant Defeasance. Subject to Section 15.01, amounts and U.S.Government Obligations deposited in trust with the Trustee pursuant to and in accordance with Article XII and not, at the time of suchdeposit, prohibited to be deposited under Sections 15.02 or 15.03 shall not be subject to this Article XV.

Section 15.11 Trustee Not Fiduciary for Holders of Senior Indebtedness. With respect to the holders of Senior Indebtedness, theTrustee undertakes to perform or observe only such of its covenants and obligations as are specifically set forth in this Article XV, and noimplied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee.The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness. The Trustee shall not be liable to any suchholder if it shall pay over or distribute to or on behalf of Holders of Securities or the Issuers, or any other Person, moneys or assets to whichany holder of Senior Indebtedness shall be entitled by virtue of this Article XV or otherwise.

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ARTICLE XVI

MISCELLANEOUS PROVISIONS

Section 16.01 Certificates and Opinions as to Conditions Precedent.

(a) Upon any request or application by the Issuers to the Trustee to take any action under any of the provisions of this Indenture,the Issuers shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenturerelating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all suchconditions precedent have been complied with, except that in the case of any such application or demand as to which the furnishing of suchdocument is specifically required by any provision of this Indenture relating to such particular application or demand, no additionalcertificate or opinion need be furnished.

(b) Each certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with acondition or covenant provided for in this Indenture (other than the certificates provided pursuant to Section 6.05 of this Indenture) shallinclude (i) a statement that the Person giving such certificate or opinion has read such covenant or condition; (ii) a brief statement as to thenature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion arebased; (iii) a statement that, in the view or opinion of such Person, he or she has made such examination or investigation as is necessary toenable such Person to express an informed view or opinion as to whether or not such covenant or condition has been complied with; and(iv) a statement as to whether or not, in the view or opinion of such Person, such condition or covenant has been complied with.

(c) Any certificate, statement or opinion of an officer of an Issuer may be based, insofar as it relates to legal matters, upon acertificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, thatthe certificate or opinion or representations with respect to the matters upon which his or her certificate, statement or opinion is based areerroneous. Any certificate, statement or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate,statement or opinion of, or representations by, an officer or officers of an Issuer stating that the information with respect to such factualmatters is in the possession of such Issuer, as applicable, unless such counsel knows, or in the exercise of reasonable care should know, thatthe certificate, statement or opinion or representations with respect to such matters are erroneous.

(d) Any certificate, statement or opinion of an officer of an Issuer or of counsel to an Issuer may be based, insofar as it relates toaccounting matters, upon a certificate or opinion of, or representations by, an accountant or firm of accountants, unless such officer orcounsel, as the case may be, knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations withrespect to the accounting matters upon which his or her certificate, statement or opinion may be based are erroneous. Any certificate oropinion of any firm of independent registered public accountants filed with the Trustee shall contain a statement that such firm isindependent.

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(e) In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is notnecessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered byonly one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons asto other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

(f) Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements,opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Section 16.02 Trust Indenture Act Controls. If and to the extent that any provision of this Indenture limits, qualifies or conflicts withthe duties imposed by, or another provision included in this Indenture which is required to be included in this Indenture by any of theprovisions of Sections 310 to 318, inclusive, of the Trust Indenture Act, such imposed duties or incorporated provision shall control.

Section 16.03 Notices; Waiver of Notice.

(a) Any notice, demand or other communication authorized by this Indenture to be made upon, given or furnished to, or filedwith the Issuers or the Trustee shall be sufficiently made, given, furnished or filed for all purposes if it shall be in writing and mailed,delivered or telefaxed (or, in the case of such notice, demand or other communication by the Issuers to the Trustee, sent in accordance withSection 16.03(a)(ii)):

(i) in the case of such notice, demand or other communication to be made upon, given or furnished to, or filed with theIssuers, to the Issuers at 6501 Legacy Drive, Plano, Texas 75024, Attention: Executive Vice President, General Counsel andSecretary, Facsimile No.: (972) 431-1977, or at such other address or facsimile number as the Issuers may designate from time totime by notice to the Trustee; and

(ii) in the case of such notice, demand or other communication to be made upon, given or furnished to, or filed with theTrustee, at the Corporate Trust Office of the Trustee, Attention: Global Capital Markets, 50 South 6 Street, Suite 1290,Minneapolis, Minnesota 55402, Facsimile No.: (612) 217-5651, (or such other facsimile number as the Trustee may designatefrom time to time by notice to the Issuers).

Any such notice, demand or other communication shall be in the English language.

(b) Any notice or other communication required or permitted to be given to Securityholders shall be sufficiently given (unlessotherwise herein expressly provided):

(i) if given in writing by first class mail, postage prepaid, to such Holders at their addresses as the same shall appear on theRegister; provided, that in the event of suspension of regular mail service or by reason of any other cause it shall be impracticableto give notice by mail, then such notification as shall be given with the approval of the Issuers shall constitute sufficient notice forevery purpose hereunder; or

(ii) in the case of any Holder of a Global Security, if transmitted to the Depositary for such Security (or its designee) inaccordance with the applicable procedures of such Depositary.

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(c) Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled toreceive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holdersshall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance on suchwaiver. In any case where notice to Holders is given by mail; neither the failure to mail such notice nor any defect in any notice so mailed toany particular Holder shall affect the sufficiency of such notice with respect to other Holders, and any notice that is mailed in the mannerherein provided shall be conclusively presumed to have been duly given. In any case where notice to Holders is given by publication, anydefect in any notice so published as to any particular Holder shall not affect the sufficiency of such notice with respect to other Holders, andany notice that is published in the manner herein provided shall be conclusively presumed to have been duly given.

Section 16.04 No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret another indenture, loanagreement or debt agreement of the Issuers or any Affiliate of the Issuers. Any such indenture, loan agreement or debt agreement may notbe used to interpret this Indenture.

Section 16.05 Legal Holiday. Unless otherwise specified pursuant to Section 3.01, in any case where any Interest Payment Date,Redemption Date or Maturity of any Security of any series shall not be a Business Day at any Place of Payment for the Securities of thatseries, then payment of principal and premium, if any, or interest need not be made at such Place of Payment on such date, but may be madeon the next succeeding Business Day at such Place of Payment with the same force and effect as if made on such Interest Payment Date,Redemption Date or Maturity and no interest shall accrue on such payment for the period from and after such Interest Payment Date,Redemption Date or Maturity, as the case may be, to such Business Day if such payment is made or duly provided for on such BusinessDay.

Section 16.06 Effects of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are forconvenience only and shall not affect the construction hereof.

Section 16.07 Successors and Assigns. All covenants and agreements in this Indenture by the parties hereto shall bind their respectivesuccessors and assigns and inure to the benefit of their permitted successors and assigns, whether so expressed or not.

Section 16.08 Separability Clause. In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable,the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

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Section 16.09 Benefits of Indenture. Nothing in this Indenture expressed and nothing that may be implied from any of the provisionshereof is intended, or shall be construed, to confer upon, or to give to, any Person other than the parties hereto and their successors and theHolders of the Securities any benefit or any right, remedy or claim under or by reason of this Indenture or any covenant, condition,stipulation, promise or agreement hereof, and all covenants, conditions, stipulations, promises and agreements in this Indenture containedshall be for the sole and exclusive benefit of the parties hereto and their successors and of the Holders of the Securities.

Section 16.10 Counterparts Originals. This Indenture may be executed in any number of counterparts, each of which so executed shallbe deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. The exchange of copies ofthis Indenture and of signature pages by facsimile transmission or by transmission as a PDF e-mail attachment shall constitute effectiveexecution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes.Signatures of the parties hereto transmitted by facsimile or PDF e-mail attachment shall be deemed to be their original signatures for allpurposes.

Section 16.11 Governing Law; Waiver of Trial by Jury. This Indenture and the Securities shall be deemed to be contracts made underthe law of the State of New York, and for all purposes shall be governed by and construed in accordance with the law of said State.

EACH PARTY HERETO, AND EACH HOLDER OF A SECURITY BY ACCEPTANCE THEREOF, HEREBY WAIVES, TOTHE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECTOF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THISINDENTURE.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first written above.

J. C. PENNEY CORPORATION, INC.,as obligor

By: /s/ Michael Porter Name: Michael Porter Title: Vice President, Treasurer

J. C. PENNEY COMPANY, INC.,as obligor

By: /s/ Edward Record Name: Edward Record

Title: Executive Vice President andChief Financial Officer

WILMINGTON TRUST, NATIONALASSOCIATION,as Trustee

By: /s/ Hallie E. Field Name: Hallie E. Field Title: Banking Officer

Exhibit 4.2

FIRST SUPPLEMENTAL INDENTURE

Dated as of September 15, 2014

among

J. C. PENNEY CORPORATION, INC.

and

J. C. PENNEY COMPANY, INC.,as joint and several obligors

and

WILMINGTON TRUST, NATIONAL ASSOCIATION,as Trustee

8.125% SENIOR NOTES DUE 2019

CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section310(a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.10 (b) 7.10 (c) N.A.311(a) 7.11 (b) 7.11 (c) N.A.312(a) 2.05 (b) 11.03 (c) 11.03313(a) 7.06 (b)(1) N.A. (b)(2) 7.06; 7.07 (c) 7.06; 11.02 (d) 7.06314(a) 4.03; 11.02; 11.05 (b) N.A. (c)(1) 11.04 (c)(2) 11.04 (c)(3) N.A. (d) N.A. (e) 11.05 (f) N.A.315(a) 7.01 (b) 7.05; 11.02 (c) 7.01 (d) 7.01 (e) 6.12316(a) (last sentence) 2.10 (a)(1)(A) 6.05 (a)(1)(B) 6.04 (a)(2) N.A. (b) 6.07 (c) 2.13317(a)(1) 6.08 (a)(2) 6.09 (b) 2.04318(a) 11.01 (b) N.A. (c) 11.01

N.A. means not applicable. * This Cross Reference Table is not part of this Supplemental Indenture (as defined below).

TABLE OF CONTENTS PAGE

ARTICLE 1 RELATION TO BASE INDENTURE; DEFINITIONS AND INCORPORATION 1

Section 1.01. Relation to Base Indenture. 1 Section 1.02. Definitions. 2 Section 1.03. Other Definitions. 9 Section 1.04. Incorporation by Reference of Trust Indenture Act. 9 Section 1.05. Rules of Construction. 9

ARTICLE 2 THE NOTES 10

Section 2.01. Form and Dating. 10 Section 2.02. Execution and Authentication. 11 Section 2.03. Registrar and Paying Agent. 11 Section 2.04. Paying Agent to Hold Money in Trust. 12 Section 2.05. Holder Lists. 12 Section 2.06. Transfer and Exchange. 12 Section 2.07. Issuance of Additional Notes. 16 Section 2.08. Replacement Notes. 17 Section 2.09. Outstanding Notes. 17 Section 2.10. Treasury Notes. 17 Section 2.11. Temporary Notes. 18 Section 2.12. Cancellation. 18 Section 2.13. Defaulted Interest. 18 Section 2.14. CUSIP Numbers. 19

ARTICLE 3 REDEMPTION 19

Section 3.01. Notices to Trustee. 19 Section 3.02. Selection of Notes to Be Redeemed. 20 Section 3.03. Notice of Redemption. 20 Section 3.04. Effect of Notice of Redemption. 21 Section 3.05. Deposit of Redemption Price. 21 Section 3.06. Notes Redeemed in Part. 21 Section 3.07. Optional Redemption. 21 Section 3.08. Mandatory Redemption. 22

ARTICLE 4 COVENANTS 22

Section 4.01. Payment of Notes. 22 Section 4.02. Maintenance of Office or Agency. 22 Section 4.03. Compliance Certificate. 23 Section 4.04. Stay, Extension and Usury Laws. 23

Section 4.05. Offer to Repurchase Upon Change of Control Triggering Event. 23 Section 4.06. Limitation on Liens. 24 Section 4.07. Limitation on Sale and Lease-Back Transactions. 25 Section 4.08. Waiver of Covenants. 26

ARTICLE 5 CONSOLIDATION, MERGER OR SALE OF ASSETS 26

Section 5.01. Consolidation, Merger or Sale of Assets. 27 Section 5.02. Successor Corporation Substituted. 27

ARTICLE 6 DEFAULT AND REMEDIES 27

Section 6.01. Events of Default. 27 Section 6.02. Acceleration. 28 Section 6.03. Other Remedies. 29 Section 6.04. Waiver of Past Defaults. 29 Section 6.05. Control by Majority. 29 Section 6.06. Limitation on Suits. 30 Section 6.07. Rights of Holders of Notes to Receive Payment. 30 Section 6.08. Collection Suit by Trustee. 30 Section 6.09. Trustee May File Proofs of Claim. 30 Section 6.10. Application of Proceeds. 31 Section 6.11. Restoration of Rights and Remedies. 31 Section 6.12. Undertaking for Costs. 31 Section 6.13. Rights and Remedies Cumulative. 32 Section 6.14. Delay or Omission not Waiver. 32

ARTICLE 7 TRUSTEE 32

Section 7.01. Duties of Trustee. 32 Section 7.02. Rights of Trustee. 33 Section 7.03. Individual Rights of Trustee. 35 Section 7.04. Trustee’s Disclaimer. 35 Section 7.05. Notice of Defaults. 35 Section 7.06. Reports by Trustee to Holders. 35 Section 7.07. Compensation and Indemnity. 35 Section 7.08. Replacement of Trustee. 36 Section 7.09. Successor Trustee by Merger, etc. 37 Section 7.10. Eligibility; Disqualification. 37 Section 7.11. Preferential Collection of Claims Against the JCP Parties. 38

ARTICLE 8 DEFEASANCE AND DISCHARGE PRIOR TO MATURITY 38

Section 8.01. Option to Effect Defeasance. 38 Section 8.02. Defeasance and Discharge. 38 Section 8.03. Conditions to Defeasance. 38

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Section 8.04. Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions. 39 Section 8.05. Repayment to Company. 39 Section 8.06. Reinstatement. 40

ARTICLE 9 MODIFICATION 40

Section 9.01. Modifications Without Consent of Holders. 40 Section 9.02. With Consent of Holders. 41 Section 9.03. Compliance with Trust Indenture Act. 42 Section 9.04. Revocation and Effect of Consents. 42 Section 9.05. Notation on or Exchange of Notes. 43 Section 9.06. Trustee to Sign Amendments, etc. 43

ARTICLE 10 SATISFACTION AND DISCHARGE 43

Section 10.01. Satisfaction and Discharge. 43 Section 10.02. Application of Trust Money. 44

ARTICLE 11 MISCELLANEOUS 45

Section 11.01. Trust Indenture Act of 1939. 45 Section 11.02. Notices. 45 Section 11.03. Communications by Holders with Other Holders. 46 Section 11.04. Certificate and Opinion as to Conditions Precedent. 46 Section 11.05. Statements Required in Certificate or Opinion. 46 Section 11.06. Rules by Trustee and Agents. 47 Section 11.07. No Personal Liability of Directors, Officers, Employees and Shareholders. 47 Section 11.08. Governing Law; Jury Trial Waiver. 47 Section 11.09. No Adverse Interpretation of Other Agreements. 47 Section 11.10. Successors. 48 Section 11.11. Severability. 48 Section 11.12. Counterpart Originals. 48 Section 11.13. Table of Contents, Headings, etc. 48 Section 11.14. Non-Business Days. 48 Section 11.15. USA PATRIOT ACT. 48

EXHIBITS Exhibit A FORM OF NOTE

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FIRST SUPPLEMENTAL INDENTURE, dated as of September 15, 2014 (this “Supplemental Indenture”), among J. C. PenneyCompany, Inc., a Delaware corporation (the “Company”), J. C. Penney Corporation, Inc., a Delaware corporation and a wholly ownedsubsidiary of the Company (“JCP” and, together with the Company, the “JCP Parties”), as joint and several obligors, and WilmingtonTrust, National Association, a national banking association duly incorporated and existing under the laws of the United States of America,as trustee (the “Trustee”).

W I T N E S S E T H:

WHEREAS, the JCP Parties and the Trustee have heretofore executed and delivered an Indenture, dated as of September 15, 2014(the “Base Indenture” and, with respect only to the Notes (as defined below), together with this Supplemental Indenture and including theterms of the Notes, the “Indenture”), providing for the issuance from time to time of one or more series of Securities (as defined in the BaseIndenture) of the JCP Parties;

WHEREAS, pursuant to the terms of the Base Indenture, the JCP Parties desire to provide for the establishment of a series ofSecurities to be designated as the “8.125% Senior Notes due 2019” (herein referred to as the “Notes”), the form and substance of the Notesand the terms, provisions and conditions thereof to be set forth as provided in the Base Indenture and this Supplemental Indenture;

WHEREAS, Section 3.01 of the Base Indenture provides that various matters with respect to any series of Securities issued under theBase Indenture may be established in an indenture supplemental to the Base Indenture;

WHEREAS, under Section 14.01(p) of the Base Indenture, the JCP Parties and the Trustee may enter into an indenture supplementalto the Base Indenture to establish the form and terms of Securities of any series as permitted in Section 3.01 of the Base Indenture; and

WHEREAS, all things necessary to make this Supplemental Indenture, when duly executed and delivered, a valid and legally bindingagreement of the JCP Parties in accordance with its terms and for the purposes herein expressed, have been done by the JCP Parties; andthe execution and delivery of this Supplemental Indenture by the JCP Parties have been in all respects duly authorized by the JCP Parties.

NOW, THEREFORE, the JCP Parties and the Trustee agree as follows for the benefit of each other and for the equal andproportionate benefit of the Holders (as defined below) of the Notes:

ARTICLE 1RELATION TO BASE INDENTURE;

DEFINITIONS AND INCORPORATION

Article 1 hereof replaces Article I of the Base Indenture in its entirety.

Section 1.01. Relation to Base Indenture.

This Supplemental Indenture constitutes an integral part of the Indenture. This Supplemental Indenture supplements and, to the extentinconsistent therewith, replaces the terms of the Base Indenture with respect only to the Notes.

Section 1.02. Definitions.

For purposes of this Supplemental Indenture, the following terms shall have the respective meanings set forth in this Section.

“Additional Notes” means any additional Notes (other than the Initial Notes) of the same series as the Initial Notes issued under thisSupplemental Indenture in accordance with Section 2.07 hereof.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct orindirect common control with such specified Person. For purposes of this definition, “control”, when used with respect to any specifiedPerson, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership ofvoting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agent” means any Registrar, Paying Agent or Custodian.

“Applicable Procedures” means, with respect to any payment, tender, redemption, transfer or exchange of or for beneficial interests inany Global Note, the rules and procedures of the Depositary that apply to such payment, tender, redemption, transfer or exchange.

“Attributable Debt” in respect of any Sale and Lease-Back Transaction means, as of the time of the determination, the lesser of (1) thesale price of the Principal Property so leased multiplied by a fraction the numerator of which is the remaining portion of the base term ofthe lease included in such transaction and the denominator of which is the base term of such lease, and (2) the total obligation (discountedto present value at the highest rate of interest specified by the terms of any series of Securities then outstanding compounded semiannually)of the lessee for rental payments (other than amounts required to be paid on account of property taxes as well as maintenance, repairs,insurance, water rates and other items which do not constitute payments for property rights) during the remaining portion of the base termof the lease included in such transaction.

“Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

“Base Indenture” shall have the meaning set forth in the first paragraph of the Recitals hereof.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that incalculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such“person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exerciseof other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “BeneficiallyOwns,” “Beneficially Owned” and “Beneficial Ownership” have a corresponding meaning.

“Board of Directors” means the board of directors of either of the JCP Parties or any other committee of that board duly authorized toact in respect hereof.

“Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions inThe City of New York or other place of payment are authorized or obligated by law or executive order to close.

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“Change of Control” means the occurrence of any of the following:

(1) any event requiring the filing of any report under or in response to Schedule 13D or 14D-1 pursuant to the Exchange Act,disclosing beneficial ownership of either 50% or more of the common stock of the Company then outstanding or 50% or more of thevoting power of the voting stock of the Company then outstanding;

(2) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or aseries of related transactions, of all or substantially all of the properties or assets of the Company or JCP and their respectiveSubsidiaries taken as a whole to one or more Persons other than the Company or one of its Subsidiaries; or

(3) the first day on which a majority of the members of the Company’s Board of Directors are not Continuing Directors.

“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Rating Event.

“Company” means the Person named as the “Company” in the preamble hereof until a successor Person shall have become suchpursuant to the applicable provisions of this Supplemental Indenture, and thereafter “Company” shall mean such successor Person.

“Comparable Treasury Issue” means the United States Treasury security or securities selected by the Quotation Agent as having anactual or interpolated maturity comparable to the remaining term of the Notes that would be utilized, at the time of selection and inaccordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remainingterm of the Notes.

“Comparable Treasury Price” means, with respect to any redemption date, (1) the arithmetic average (as determined by the QuotationAgent) of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such ReferenceTreasury Dealer Quotations, or (2) if the Quotation Agent obtains only one Reference Treasury Dealer Quotation, such Reference TreasuryDealer Quotation.

“Continuing Director” means, as of any date of determination, any member of the Board of Directors of the Company who (1) was amember of such Board of Directors on the date of the issuance of the Notes, or (2) was nominated for election or elected to such Board ofDirectors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of suchnomination or election (either by a specific vote or by approval of the Company’s proxy statement in which such member was named as anominee for election as a director, without objection to such nomination).

“Custodian” means the custodian with respect to any Global Note appointed by the Depositary, or any successor Person thereto, andshall initially be the Paying Agent.

“Default” means any event which is, or after notice or lapse of time, or both, would become, an Event of Default.

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06hereof, substantially in the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the“Schedule of Exchanges of Interests in the Global Note” attached thereto.

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“Depositary” means, with respect to the Notes issuable or issued in whole or in part in the form of one of more Global Notes, eachPerson designated pursuant to Section 2.03 hereof until one or more successor Depositaries for the Notes shall have become such pursuantto the applicable provisions of this Supplemental Indenture.

“Exchange Act” means the Securities Exchange Act of 1934, and any statute successor thereto, in each case as amended from time totime.

“Fitch” means Fitch Ratings, or any successor thereto.

“Funded Indebtedness” of a corporation means the principal of (1) all indebtedness created, incurred or assumed by such corporation(including the Notes in the case of JCP) which by its terms is not payable on demand and which matures by its terms, or which by its termssuch corporation has the right at its option to renew or extend to a date, more than one year after the date of determination, whetheroutstanding on the date of execution of the Indenture or thereafter created, incurred or assumed, and which is (a) for money borrowed or(b) evidenced by a note or similar instrument given in connection with the acquisition of any business, properties or assets, includingsecurities, (2) any indebtedness of others of the kinds described in the preceding clause (1) for the payment of which such corporation isresponsible or liable as guarantor or otherwise and (3) amendments, renewals and refundings of any such indebtedness; provided, however,that such term shall not include any obligations under leases or any guarantees of obligations of others under leases. It is understood that forthe purposes of this definition the term “principal” when used at any date with respect to any indebtedness shall mean the amount ofprincipal of such indebtedness that could be declared due and payable on that date pursuant to the terms of such indebtedness.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting PrinciplesBoard of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting StandardsBoard or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, whichare in effect from time to time.

“Global Note Legend” means the legend set forth in Section 2.06(f), which is required to be placed on all Global Notes issued underthis Supplemental Indenture.

“Global Notes” means, individually and collectively, each of the Global Notes substantially in the form of Exhibit A hereto issued inaccordance with Section 2.01 hereof.

“Holder” means a Person in whose name a Note is registered.

“Indenture” has the meaning set forth in the first paragraph of the Recitals hereof.

“Indirect Participant” means a Person who holds beneficial interest in a Global Note through a Participant.

“Initial Notes” means the $400 million aggregate principal amount of Notes issued under this Supplemental Indenture on the IssueDate.

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“Investment Grade” means a rating equal to or higher than BBB- (or the equivalent) by Fitch, Baa3 (or the equivalent) by Moody’sand BBB- (or the equivalent) by S&P.

“Issue Date” means September 15, 2014.

“JCP” means the Person named as “JCP” in the preamble hereof until a successor Person shall have become such pursuant to theapplicable provisions of this Supplemental Indenture, and thereafter “JCP” shall mean such successor Person.

“JCP Parties” means the Persons named as the “JCP Parties” in the preamble hereof until successor Persons shall have become suchpursuant to the applicable provisions of this Supplemental Indenture, and thereafter “JCP Parties” shall mean such successor Persons.

“Lien” means any mortgage, security interest, pledge or lien.

“Moody’s” means Moody’s Investors Service, Inc., or any successor thereto.

“Notes” has the meaning assigned to it in the second paragraph of the Recitals hereof. The Initial Notes and the Additional Notes shallbe treated as a single class for all purposes under this Supplemental Indenture, and unless the context otherwise requires, all references tothe Notes shall include the Initial Notes and any Additional Notes.

“Officer” means, with respect to any Person, the Chairman of the Board, any Vice Chairman of the Board, the Chief ExecutiveOfficer, the President, any Executive Vice President, any Senior Vice President, the Chief Financial Officer, the Treasurer or CorporateTreasurer, any Assistant Treasurer or Assistant Corporate Treasurer, the Controller or Corporate Controller, any Assistant Controller orAssistant Corporate Controller, the General Counsel, any Vice President, the Secretary or Corporate Secretary or any Assistant Secretary orAssistant Corporate Secretary of such Person.

“Officer’s Certificate” means a certificate signed by an Officer of the Company.

“Opinion of Counsel” means an opinion in writing signed by legal counsel, who may be an employee of or counsel to the Company,or may be other counsel reasonably satisfactory to the Trustee, that meets the requirements of Section 11.05 hereof.

“Participant” means, with respect to the Depositary, a Person who has an account with the Depositary.

“Person” means an individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporatedorganization, limited liability company or government or any agency or political subdivision thereof or other entity.

“Principal Amount” means, when used with respect to any Note, the amount of principal thereof that could then be declared due andpayable pursuant to Section 6.02 as a result of an Event of Default with respect to such Note.

“Principal Property” means all real property and tangible personal property owned by JCP or a Restricted Subsidiary constituting apart of any store, warehouse or distribution center located within one of the 50 states of the United States or the District of Columbia,exclusive of motor vehicles, mobile materials-handling equipment and other rolling stock, cash registers and other point of sale recording

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devices and related equipment, and data processing and other office equipment; provided, however, that such term shall not include anysuch property constituting a part of any such store, warehouse or distribution center unless the net book value of all real property (includingleasehold improvements) and store fixtures constituting a part of such store, warehouse or distribution center exceeds 0.25% ofStockholders’ Equity.

“Quotation Agent” means one of the Reference Treasury Dealers appointed by the JCP Parties.

“Rating Agencies” means (1) each of Fitch, Moody’s and S&P; and (2) if any of Fitch, Moody’s or S&P ceases to rate the Notes orfails to make a rating of the Notes publicly available for reasons outside of the JCP Parties’ control, a “nationally recognized statisticalrating organization” within the meaning of Rule 3(a)(62) under the Exchange Act, selected by the JCP Parties as a replacement agency forFitch, Moody’s or S&P, or all of them, as the case may be.

“Rating Event” means:

(1) if the Notes are not rated Investment Grade by each of the Rating Agencies on the first day of the Trigger Period, the Notesare downgraded by at least one rating category (e.g., from BB+ to BB or Ba1 to Ba2) from the applicable rating of the Notes on the firstday of the Trigger Period by each of the Rating Agencies on any date during the Trigger Period;

(2) if the Notes are rated Investment Grade by each of the Rating Agencies on the first day of the Trigger Period, the Notes ceaseto be rated Investment Grade by each of the Rating Agencies on any date during the Trigger Period;

(3) if both (A) the Notes are rated Investment Grade by at least one, but not each, of the Rating Agencies, and (B) the Notes arenot rated Investment Grade by the other Rating Agencies, in each case, on the first day of the Trigger Period, then both of the followingoccur: (i) in the case of each of the Rating Agencies referred to in clause (A), the Notes cease to be rated Investment Grade by eachsuch Rating Agency on any date during the Trigger Period, and (ii) in the case of each of the Rating Agencies referred to in clause (B),the Notes are downgraded by at least one rating category (e.g., from BB+ to BB or Ba1 to Ba2) from the applicable rating of the Noteson the first day of the Trigger Period by each such Rating Agency on any date during the Trigger Period.

If a Rating Agency is not providing a rating for the Notes at the commencement of any Trigger Period, the Notes will be deemed to havebeen downgraded by at least one rating category or have ceased to be rated Investment Grade, as applicable, by such Rating Agency duringthat Trigger Period.

“Reference Treasury Dealer” means (1) J.P. Morgan Securities LLC, Barclays Capital Inc. and Goldman, Sachs & Co. or theirrespective affiliates that are primary U.S. government securities dealers, and their respective successors; provided, however, that if theforegoing or their respective affiliates shall cease to be a primary U.S. government securities dealer in The City of New York (a “PrimaryTreasury Dealer”), the JCP Parties shall substitute therefor another Primary Treasury Dealer, or (2) any other Primary Treasury Dealerselected by the JCP Parties.

“Reference Treasury Dealer Quotations” means, with respect to the Reference Treasury Dealer and any redemption date, the average(as determined by the Quotation Agent) of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as apercentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 3:30 p.m. New Yorktime on the third Business Day preceding such redemption date.

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“Responsible Officer,” when used with respect to the Trustee, means any vice president, any assistant vice president, any trust officer,any assistant trust officer or any other officer associated with the corporate trust department of the Trustee customarily performingfunctions similar to those performed by any of the above designated officers, who shall have direct responsibility for the administration ofthis Supplemental Indenture, and also means, with respect to a particular corporate trust matter, any other officer of the Trustee to whomsuch matter is referred because of such person’s knowledge of and familiarity with the particular subject.

“Restricted Subsidiary” means any Subsidiary of JCP or of a Restricted Subsidiary which JCP designates as a Restricted Subsidiary,which designation shall not have been canceled. Any such designation or cancellation of such designation may be made more than oncewith respect to any Subsidiary; provided, however, that no Subsidiary which has previously been a Restricted Subsidiary shall beredesignated as a Restricted Subsidiary if during any period following cancellation of its previous designation as a Restricted Subsidiary,such Subsidiary shall have entered into a Sale and Lease-Back Transaction which would have been prohibited under Section 4.07 of thisSupplemental Indenture had it been a Restricted Subsidiary at the time of such transaction.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, or any successor thereto.

“SEC” means the United States Securities and Exchange Commission, as constituted from time to time.

“Sale and Lease-Back Transaction” of a corporation means any arrangement whereby (1) property has been or is to be sold ortransferred by such corporation to any Person with the intention on the part of such corporation of taking back a lease of such propertypursuant to which the rental payments are calculated to amortize the purchase price of such property substantially over the useful life ofsuch property and (2) such property is in fact so leased by such corporation.

“Senior Funded Indebtedness”:

(1) of JCP means any Funded Indebtedness of JCP unless in any instrument or instruments evidencing or securing such FundedIndebtedness or pursuant to which the same is outstanding, or in any amendment, renewal, extension or refunding of such FundedIndebtedness, it is provided that such Funded Indebtedness is subordinate in right of payment to the Notes (a) in the event of anydissolution or winding-up or total or partial liquidation or reorganization of JCP, whether voluntary or involuntary, or any bankruptcy,insolvency, receivership or similar proceedings relative to JCP, (b) in the event that any Subordinated Funded Indebtedness of JCP isdeclared due and payable before its expressed maturity because of the occurrence of an Event of Default with respect to suchSubordinated Funded Indebtedness and (c) in the event of any Default in the payment of principal (including any required prepaymentsor amortization) of or interest on any Senior Funded Indebtedness of JCP; and

(2) of a Restricted Subsidiary means any Funded Indebtedness of such Restricted Subsidiary and the aggregate preference oninvoluntary liquidation of any class of stock of such Restricted Subsidiary ranking, either as to payment of dividends or distribution ofassets, prior to any other class of stock of such Restricted Subsidiary.

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“Stated Maturity” when used with respect to any Note, or any installment of principal or interest thereon, means the date specified insuch Note as the fixed date on which the principal of such Note, or such installment of principal or interest, is due and payable.

“Stockholders’ Equity” means the sum, as at the close of a monthly accounting period (selected by JCP) ending within 65 days nextpreceding the date of determination, of (1) 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), afterdeducting the cost of shares of capital stock of JCP held in its treasury, of JCP and consolidated Subsidiaries, determined in accordancewith generally accepted accounting practices applied on the basis used in reports from time to time to stockholders of the Company, plus(b) the amount reflected in such determination as deferred tax effects.

“Subordinated Funded Indebtedness” of JCP means Funded Indebtedness of JCP which is not Senior Funded Indebtedness.

“Subsidiary” means (a) any corporation of which either of the JCP Parties, directly or indirectly, owns more than 50% of theoutstanding 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 byreason of the happening of any contingency, or (b) any such corporation of which such percentage of shares of outstanding stock of thecharacter described in the foregoing clause (a) shall at the time be owned, directly or indirectly, by either of the JCP Parties and one ormore Subsidiaries as defined in the foregoing clause (a) or by one or more such Subsidiaries.

“Supplemental Indenture” has the meaning set forth in the Preamble hereof.

“TIA” means the Trust Indenture Act of 1939, as amended, or any successor statute or statutes thereto.

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturityor interpolated (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed asa percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

“Trigger Period” means the period commencing on the first public announcement by the JCP Parties of an arrangement that couldresult in a Change of Control until the end of the 60-day period following public notice of the occurrence of the Change of Control (which60-day period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by anyof the Rating Agencies).

“Trustee” means the Person named as the “Trustee” in the preamble hereof until a successor Person shall have become such pursuantto the applicable provisions of this Supplemental Indenture, and thereafter “Trustee” shall mean such successor Person.

“U.S. Government Obligations” means securities which are (1) direct obligations of the United States of America for the payment ofwhich its full faith and credit is pledged, or (2) obligations of a Person controlled or supervised by and acting as an agency orinstrumentality of the United States of America, provided that the payment of such obligations is unconditionally guaranteed as a full faithand credit obligation by the United States of America. The term “U.S. Government Obligations” shall also

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include depository receipts issued by a bank or trust company as custodian and evidencing ownership by the holders of such depositoryreceipts of future payments of interest or principal, or both, on U.S. Government Obligations, as defined above, held by such custodian,provided that except as required by law, no deduction may be made by the custodian from the amount payable to the holder of any suchdepository receipt from the amount received by the custodian in respect of any such payment of interest or principal.

Section 1.03. Other Definitions.

Each of the following terms is defined in the section set forth opposite such term:

Term Section“Authentication Order” 2.02“Change of Control Payment” 4.05(a)“Change of Control Offer” 4.05(a)“Change of Control Payment Date” 4.05(a)“Defaulted Interest” 2.13(a)“Defeasance” 8.02“DTC” 2.03“indebtedness” 4.06(a)“Event of Default” 6.01“Paying Agent” 2.03“Registrar” 2.03“Satisfaction and Discharge” 10.01“Special Record Date” 2.13(a)(i)“USA PATRIOT ACT” 11.15

Section 1.04. Incorporation by Reference of Trust Indenture Act.

Whenever this Supplemental Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a partof this Supplemental Indenture. The following terms used in this Supplemental Indenture that are defined by the TIA have the followingmeanings:

“indenture securities” means the Notes; and

“obligor” on the indenture securities means the Company, JCP and any other obligor on the Notes.

All other terms used in this Supplemental Indenture that are defined by the TIA, defined by reference in the TIA to another statute ordefined by a rule of the SEC under the TIA and not otherwise defined herein have the meanings assigned to them therein.

Section 1.05. Rules of Construction.

Unless the context otherwise requires:

(1) a term has the meaning assigned to it;

(2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

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(3) “or” is not exclusive;

(4) words in the singular include the plural, and words in the plural include the singular;

(5) “will” shall be interpreted to express a command;

(6) provisions apply to successive events and transactions;

(7) reference to sections of or rules under the Securities Act will be deemed to include substitute, replacement or successorsections or rules adopted by the SEC from time to time;

(8) “herein,” “hereof” and other words of similar import refer to this Supplemental Indenture as a whole and not to any particularArticle, Section or other subdivision of this Supplemental Indenture;

(9) all references to Sections or Articles refer to Sections or Articles of this Supplemental Indenture (and not the Base Indentureor any other document); and

(10) use of masculine, feminine or neuter pronouns should not be deemed a limitation, and the use of any such pronouns shouldbe construed to include, where appropriate, the other pronouns.

ARTICLE 2THE NOTES

Article 2 hereof replaces Article II and Article III of the Base Indenture in its entirety.

Section 2.01. Form and Dating.

(a) The Notes shall be issued in registered global form without interest coupons. The Notes and the Trustee’s certificate ofauthentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required bylaw, stock exchange rule or usage. The Company shall furnish any such notations, legends or endorsements to the Trustee in writing. EachNote shall be dated the date of its authentication. The Notes shall be in minimum denominations of $2,000 and integral multiples of $1,000in excess thereof.

The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this SupplementalIndenture and the Company, JCP and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to suchterms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of theBase Indenture, the provisions of the Note shall govern and be controlling, and to the extent any provision of the Note conflicts with theexpress provisions of this Supplemental Indenture, the provisions of this Supplemental Indenture shall govern and be controlling.

(b) Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legendthereon). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global NoteLegend thereon). Each Global Note shall represent such of the outstanding Notes as will be specified therein and each shall provide that it

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represents the aggregate principal amount of outstanding Notes from time to time as reflected in the records of the Trustee and that theaggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, on the“Schedule of Exchanges of Interests in the Global Note” attached to such Global Note to reflect exchanges and redemptions. The Trustee’srecords and the “Schedule of Exchanges of Interests in the Global Note” attached to such Global Note shall be noted to reflect the amountof any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby, in accordance with instructionsgiven by the Holder thereof as required by Section 2.06 hereof.

Section 2.02. Execution and Authentication.

An Officer must sign the Notes for the JCP Parties by manual or facsimile signature.

If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note will nevertheless bevalid.

A Note will not be valid until authenticated by the manual signature of the Trustee. The signature will be conclusive evidence that theNote has been authenticated under this Supplemental Indenture.

The Trustee shall, upon receipt of a written order of the JCP Parties signed by an Officer (an “Authentication Order”), authenticateNotes for original issue under this Supplemental Indenture, including any Additional Notes issued pursuant to Section 2.07 hereof. Theaggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized forissuance by the JCP Parties pursuant to one or more Authentication Orders, except as provided in Section 2.08 hereof.

The Trustee may appoint an authenticating agent acceptable to the JCP Parties to authenticate Notes. An authenticating agent mayauthenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trusteeincludes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders, the JCP Parties or anAffiliate of the JCP Parties.

Section 2.03. Registrar and Paying Agent.

The JCP Parties will maintain an office or agency where Notes may be presented for registration of transfer or for exchange(“Registrar”) and an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar will keep a register ofthe Notes and of their transfer and exchange. The JCP Parties may appoint one or more co-registrars and one or more additional payingagents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The JCP Partiesmay change any Paying Agent or Registrar without notice to any Holder. The JCP Parties will notify the Trustee in writing of the name andaddress of any Agent not a party to this Supplemental Indenture. If the JCP Parties fail to appoint or maintain another entity as Registrar orPaying Agent, the Trustee shall act as such. The JCP Parties or any of their respective Subsidiaries may act as Paying Agent or Registrar.

The JCP Parties initially appoint The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes.

The JCP Parties initially appoint the Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to theGlobal Notes.

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The JCP Parties shall be responsible for making calculations called for under the Notes, including but not limited to determination ofredemption price, premium, if any, and any additional amounts or other amounts payable on the Notes. The JCP Parties will make thecalculations in good faith and, absent manifest error, its calculations will be final and binding on the Holders. The JCP Parties will providea schedule of its calculations to the Trustee when requested by the Trustee, and the Trustee is entitled to rely conclusively on the accuracyof the JCP Parties’ calculations without independent verification.

Section 2.04. Paying Agent to Hold Money in Trust.

The JCP Parties will require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust forthe benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or interest on theNotes, and will notify the Trustee of any Default by the JCP Parties in making any such payment. While any such Default continues, theTrustee may require a Paying Agent to pay all money held by it to the Trustee. The JCP Parties at any time may require a Paying Agent topay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the JCP Parties or a Subsidiarythereof) will have no further liability for the money. If either of the JCP Parties or a Subsidiary acts as Paying Agent, it will segregate andhold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganizationproceedings relating to either of the JCP Parties, the Trustee will serve as Paying Agent for the Notes.

Section 2.05. Holder Lists.

The Trustee will preserve in as current a form as is reasonably practicable the most recent list available to it of the names andaddresses of all Holders and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, the JCP Parties will furnish tothe Trustee at least seven Business Days before each interest payment date and at such other times as the Trustee may request in writing, alist in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders and the JCP Partiesshall otherwise comply with TIA § 312(a).

Section 2.06. Transfer and Exchange.

(a) Transfer and Exchange of Global Notes. A Global Note may not be transferred as a whole except by the Depositary to a nomineeof the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or anysuch nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes shall be exchanged by the JCP Partiesfor Definitive Notes if:

(1) the JCP Parties deliver to the Trustee notice from the Depositary that the Depositary is no longer willing or able to act asDepositary or that the Depositary ceases to be a clearing agency registered under the Exchange Act, and, in either case, a successorDepositary is not appointed by the JCP Parties within 90 days after the date of such notice from the Depositary or becoming aware thatthe Depositary is no longer registered;

(2) the JCP Parties in their sole discretion determine that the Global Notes (in whole but not in part) should be exchanged forDefinitive Notes and deliver a written notice to such effect to the Trustee; or

(3) there has occurred and is continuing an Event of Default and DTC requests the issuance of Definitive Notes.

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Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names and in anyapproved denominations as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part,as provided in Sections 2.08 and 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or anyportion thereof, pursuant to this Section 2.06 or Sections 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shallbe, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); however,beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) and (d) hereof.

None of the Company, JCP or the Trustee will be liable for any delay by DTC, its nominee or any direct or indirect DTC participantin identifying the beneficial owners of the Notes. The JCP Parties and the Trustee may conclusively rely on, and will be protected inrelying on, instructions from DTC or its nominee for all purposes, including with respect to the registration and delivery, and the respectiveprincipal amounts, of the certificated Notes to be issued.

(b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the GlobalNotes shall be effected through the Depositary, in accordance with the provisions of this Supplemental Indenture and the ApplicableProcedures. Transfers of beneficial interests in the Global Notes also will require compliance with either subparagraph (1) or (2) below, asapplicable, as well as one or more of the other following subparagraphs, as applicable:

(1) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Global Note may be transferred to Personswho take delivery thereof in the form of a beneficial interest in the same Global Note. No written orders or instructions shall berequired to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(1).

(2) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges ofbeneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to theRegistrar both:

(A) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with theApplicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Notein an amount equal to the beneficial interest to be transferred or exchanged; and

(B) instructions given in accordance with the Applicable Procedures containing information regarding the Participantaccount to be credited with such increase.

Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in thisSupplemental Indenture and the Notes or otherwise applicable under the Securities Act or Applicable Procedures, the Trustee shall adjustthe principal amount of the relevant Global Note(s) pursuant to Section 2.06(g) hereof.

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(c) Transfer or Exchange of Beneficial Interests in Global Notes for Definitive Notes. If any holder of a beneficial interest in a GlobalNote proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takesdelivery thereof in the form of a Definitive Note, the holder or transferor, respectively, must deliver to the Registrar both:

(A) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with theApplicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficialinterest to be transferred or exchanged; and

(B) instructions given by the Depositary to the Registrar containing information regarding the Person in whose namesuch Definitive Note shall be registered to effect the transfer or exchange referred to in (c) above.

Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in thisSupplemental Indenture and the Notes or otherwise applicable under the Securities Act or Applicable Procedures, the Trustee shall causethe aggregate principal amount of the applicable Global Notes to be reduced accordingly pursuant to Section 2.06(g) hereof, and the JCPParties shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in theappropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c) shall beregistered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest requeststhrough instructions to the Registrar from or through the Depositary and the Participant or Indirect Participant. The Trustee shall deliversuch Definitive Notes to the Persons in whose names such Notes are so registered.

(d) Transfer and Exchange of Definitive Notes for Beneficial Interests in Global Notes.

A Holder of a Definitive Note may exchange such Note for a beneficial interest in a Global Note or transfer such Definitive Notes to aPerson who takes delivery thereof in the form of a beneficial interest in a Global Note at any time. Upon receipt of a request for such anexchange or transfer, the Trustee shall cancel the applicable Definitive Note and increase or cause to be increased the aggregate principalamount of one of the Global Notes.

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to the previous paragraph at a timewhen a Global Note has not yet been issued, the JCP Parties shall issue and, upon receipt of an Authentication Order in accordance withSection 2.02 hereof, the Trustee shall authenticate one or more Global Notes in an aggregate principal amount equal to the principalamount of Definitive Notes so transferred.

(e) Transfer and Exchange of Definitive Notes for Definitive Notes. A Holder of Definitive Notes may transfer such Notes to a Personwho takes delivery thereof in the form of a Definitive Note. Upon request by a Holder of Definitive Notes and such Holder’s compliancewith the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to suchregistration of transfer or exchange, the requesting Holder must present or surrender to the Registrar the Definitive Notes duly endorsed oraccompanied by a written instruction of transfer in form reasonably satisfactory to the Registrar duly executed by such Holder or by itsattorney, duly authorized in writing. In addition, the requesting Holder must provide any additional certifications, documents andinformation, as applicable, reasonably required by the Registrar.

(f) Legends. A legend in substantially the following form will appear on all Global Notes issued under this Supplemental Indentureunless specifically stated otherwise in the applicable provisions of this Supplemental Indenture.

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“THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TOAND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY, WHICH MAY BETREATED BY THE JCP PARTIES, THE TRUSTEE AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THISSECURITY FOR ALL PURPOSES.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, BY THEDEPOSITARY TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARYOR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSORDEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.”

(g) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have beenexchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, suchGlobal Note shall be returned to and canceled by the Trustee in accordance with Section 2.12 hereof. At any time prior to such cancellation,if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of abeneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note will bereduced accordingly and an endorsement will be made on the “Schedule of Exchanges of Interests in the Global Note” attached to suchGlobal Note and a notation will be made in the records maintained by the Trustee or by the Depositary at the direction of the Trustee toreflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in theform of a beneficial interest in another Global Note, such other Global Note will be increased accordingly and an endorsement will be madeon the “Schedule of Exchanges of Interests in the Global Note” attached to such Global Note and a notation will be made in the recordsmaintained by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

(h) General Provisions Relating to Transfers and Exchanges.

(1) To permit registrations of transfers and exchanges, the JCP Parties shall execute and the Trustee shall authenticate GlobalNotes and Definitive Notes upon receipt of an Authentication Order or at the Registrar’s request.

(2) No service charge shall be made to a Holder of a Global Note or to a Holder of a Definitive Note for any registration oftransfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmentalcharge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange ortransfer pursuant to Sections 2.11, 3.06, 4.05 and 9.05 hereof).

(3) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part,except the unredeemed portion of any Note being redeemed in part.

(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or DefinitiveNotes shall be the valid obligations of the JCP Parties, evidencing the same debt, and entitled to the same benefits under thisSupplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

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(5) The JCP Parties shall not be required:

(A) to issue, to register the transfer of or to exchange any Notes (i) during a period beginning at the opening ofbusiness 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at theclose of business on the day of selection or (ii) that have been tendered and not withdrawn in connection with a Change ofControl Offer;

(B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except theunredeemed portion of any Note being redeemed in part; or

(C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest paymentdate.

(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the JCP Parties may deemand treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment ofprincipal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the JCP Parties shall beaffected by notice to the contrary.

(7) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof.Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by DTC.

(8) All orders, certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to thisSection 2.06 to effect a registration of transfer or exchange may be submitted by facsimile or other electronic transmission.

Section 2.07. Issuance of Additional Notes.

The JCP Parties shall be entitled, without the consent of the Holders, to create and issue Additional Notes under this SupplementalIndenture in an unlimited aggregate principal amount. Any Additional Notes would be issued under this Supplemental Indenture withsubstantially identical terms as the Initial Notes (except the issue date, the public offering price and, if applicable, the initial interest accrualdate and the initial interest payment date) and would be consolidated, and form a single series, with the Initial Notes, provided that if suchAdditional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes or to the extent required by applicablesecurities laws or Applicable Procedures, such Additional Notes will have a separate CUSIP number.

With respect to any Additional Notes, the JCP Parties shall set forth in an Officer’s Certificate the following information: (1) theaggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Supplemental Indenture and (2) theissue price, the date of issuance and the CUSIP number of such Additional Notes.

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Section 2.08. Replacement Notes.

If any mutilated Note is surrendered to the Trustee or the JCP Parties and the Trustee receives evidence to its satisfaction of thedestruction, loss or theft of any Note, the JCP Parties will issue and the Trustee, upon receipt of an Authentication Order, will authenticate areplacement Note, subject to the immediately following sentence. If required by the Trustee or the JCP Parties, an indemnity bond must besupplied by the Holder that is sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the JCP Parties to protect the JCPParties, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The JCPParties may charge the Holder thereof for their expenses in replacing a Note.

In case any such mutilated Note has become or is about to become due and payable, the JCP Parties in their discretion may, instead ofissuing a new Note, pay such Note.

Every replacement Note is an additional obligation of the JCP Parties and will be entitled to all of the benefits of this SupplementalIndenture equally and proportionately with all other Notes duly issued hereunder.

Section 2.09. Outstanding Notes.

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to itfor cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and thosedescribed in this Section 2.09 as not outstanding. Except as set forth in Section 2.10 hereof, a Note does not cease to be outstanding becausethe JCP Parties or an Affiliate of either of the JCP Parties holds the Note; however, Notes held by the JCP Parties or a Subsidiary of eitherof the JCP Parties shall not be deemed to be outstanding for purposes of Section 3.07 hereof.

If a Note is replaced pursuant to Section 2.08 hereof, it ceases to be outstanding unless the Trustee receives proof reasonablysatisfactory to it that the replaced Note is held by a protected purchaser.

If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceasesto accrue.

If the Paying Agent (other than the JCP Parties, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date, repurchasedate or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes will be deemed to be nolonger outstanding and will cease to accrue interest.

Section 2.10. Treasury Notes.

In determining whether the Holders of the required principal amount of Notes have concurred in any direction or consent, Notesowned by the JCP Parties, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common controlwith the JCP Parties, will be disregarded, except that for the purposes of determining whether the Trustee will be protected in relying onany such direction or consent, only Notes that a Responsible Officer of the Trustee knows are so owned will be so disregarded.

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Section 2.11. Temporary Notes.

Until certificates representing Notes are ready for delivery, the JCP Parties may prepare and the Trustee, upon receipt of anAuthentication Order, will authenticate temporary Notes. Temporary Notes will be substantially in the form of certificated Notes but mayhave variations that the JCP Parties consider appropriate for temporary Notes and as may be reasonably acceptable to the Trustee. Withoutunreasonable delay, the JCP Parties will prepare and the Trustee will authenticate definitive Notes in exchange for temporary Notes.

Holders of temporary Notes will be entitled to all of the benefits of this Supplemental Indenture.

Section 2.12. Cancellation.

The JCP Parties or one of their respective Affiliates at any time may deliver to the Trustee for cancellation any Notes previouslyauthenticated and delivered hereunder which the JCP Parties or one of their respective Affiliates may have acquired in any mannerwhatsoever, and may deliver to the Trustee for cancellation any Notes previously authenticated hereunder which the JCP Parties have notissued and sold. The Registrar, any transfer agent and the Paying Agent shall forward to the Trustee any Notes surrendered to them fortransfer, exchange, payment or cancellation. The Trustee shall promptly cancel and dispose of in accordance with its customary proceduresall Notes surrendered for transfer, exchange, payment or cancellation and upon written request shall deliver a certificate of disposition tothe JCP Parties. The JCP Parties may not issue new Notes to replace Notes that have been paid in full or delivered to the Trustee forcancellation.

Section 2.13. Defaulted Interest.

(a) Any interest on any Note that is payable but is not punctually paid or duly provided for on any interest payment date(this being referred to herein as “Defaulted Interest”) shall cease to be payable to the Holder on the relevant record date by virtue of his, heror its having been such a Holder, and such Defaulted Interest may be paid by the JCP Parties, at their election, in each case, as provided inclause (i) or (ii) below:

(i) The JCP Parties may elect to make payment of any Defaulted Interest to the Persons in whose names suchNotes are registered at the close of business on a special record date for the payment of such Defaulted Interest (a“Special Record Date”), which shall be fixed in the following manner. The JCP Parties shall notify the Trustee inwriting of the amount of Defaulted Interest proposed to be paid on each such Note and the date of the proposedpayment, and at the same time the JCP Parties shall deposit with the Trustee an amount of money equal to theaggregate amount proposed to be paid in respect of such Defaulted Interest prior to the date of the proposed payment,such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as inthis clause provided. Thereupon the JCP Parties shall fix a Special Record Date for the payment of such DefaultedInterest which shall be not more than 15 calendar days and not less than 10 calendar days prior to the date of theproposed payment and not less than 10 calendar days after the JCP Parties give to the Trustee the notice of theproposed payment. The JCP Parties shall promptly notify the Trustee of such Special Record Date and, in the nameand at the expense of the JCP Parties, shall cause notice of the proposed payment of such Defaulted Interest and theSpecial Record Date therefor to be given to the Holders of such Notes not less than 10 calendar days prior to suchSpecial Record Date. Notice of the proposed payment of such Defaulted

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Interest and the Special Record Date therefor having been given as aforesaid, such Defaulted Interest shall be paid tothe Persons in whose names such Notes are registered at the close of business on such Special Record Date and shallno longer be payable pursuant to the following clause (ii).

(ii) The JCP Parties may make payment of any Defaulted Interest on Notes in any other lawful manner(including, if the Notes are listed on a securities exchange, in a manner not inconsistent with the requirements of suchsecurities exchange, and upon such notice as may be required by such exchange), if, after notice given by the JCPParties to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemedpracticable by the Trustee.

(b) Subject to the provisions set forth herein relating to record dates, each Note delivered pursuant to any provision of theSupplemental Indenture in exchange or substitution for, or upon registration of transfer of, any other Note shall carry all the rights tointerest accrued and unpaid, and to accrue, which were carried by such other Note.

Section 2.14. CUSIP Numbers.

The JCP Parties in issuing the Notes may use CUSIP, ISIN or other similar numbers, if then generally in use, and thereafter withrespect to such series, the Trustee may use such numbers in any notice (including any notice of redemption, repurchase or exchange);provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notesor as contained in any notice (including any notice of redemption, repurchase or exchange) and that reliance may be placed only on theother identification numbers printed on the Notes, and any such notice shall not be affected by any defect in or omission of such numbers.The JCP Parties will promptly notify the Trustee in writing of any change in the CUSIP, ISIN or other similar numbers.

ARTICLE 3REDEMPTION

Article 3 hereof replaces Article IV of the Base Indenture in its entirety.

Section 3.01. Notices to Trustee.

If the JCP Parties elect to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, they must furnish tothe Trustee, within the applicable time period set forth in Section 3.03 hereof for giving notice of redemption, an Officer’s Certificatesetting forth:

(1) the clause of this Supplemental Indenture pursuant to which the redemption shall occur;

(2) the redemption date;

(3) the principal amount of the Notes to be redeemed; and

(4) the redemption price.

If the redemption price is not known at the time such notice is to be given, the actual redemption price shall be set forth in an Officer’sCertificate of the JCP Parties delivered to the Trustee no later than two Business Days prior to the redemption date.

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Section 3.02. Selection of Notes to Be Redeemed.

If less than all of the Notes are to be redeemed, the Notes to be redeemed will be selected by the Trustee by lot or another method inaccordance with DTC procedures.

The Trustee shall promptly notify the JCP Parties in writing of the Notes selected for redemption and, in the case of any Noteselected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in minimumdenominations of $2,000 and integral multiples of $1,000 in excess thereof; no Notes of $2,000 or less can be redeemed in part, except thatif all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not equal to $2,000or an integral multiple of $1,000 in excess thereof, shall be redeemed. Except as provided in the preceding sentence, provisions of thisSupplemental Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Section 3.03. Notice of Redemption.

At least 30 days but not more than 60 days before a redemption date, the JCP Parties shall mail (or, in the case of interests in GlobalNotes, transmit electronically) a notice of redemption to each Holder of the Notes to be redeemed, except that redemption notices may begiven more than 60 days prior to a redemption if the notice is issued in connection with a Defeasance of the Notes or a Satisfaction andDischarge pursuant to Article 8 or 10 hereof.

The notice will identify the Notes to be redeemed and will state:

(1) the redemption date;

(2) the redemption price, or manner of calculation thereof if not then known;

(3) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after theredemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issuedupon cancellation of the original Note;

(4) the name and address of the Paying Agent;

(5) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(6) that, unless the JCP Parties default in making such redemption payment, interest on Notes called for redemption ceases toaccrue on and after the redemption date;

(7) the paragraph of the Notes and/or Section of this Supplemental Indenture pursuant to which the Notes called for redemptionare being redeemed; and

(8) that no representation is made as to the correctness or accuracy of the CUSIP/CINS number, if any, listed in such notice orprinted on the Notes.

At the JCP Parties’ request, the Trustee will give the notice of redemption in the JCP Parties’ names and at their expense; provided,however, that the JCP Parties have delivered to the Trustee, at least 45 days prior to the redemption date (unless a shorter time is agreed toby the Trustee), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in suchnotice as provided in the immediately preceding paragraph.

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Section 3.04. Effect of Notice of Redemption.

Once notice of redemption is mailed or sent in accordance with Section 3.03 hereof, Notes called for redemption become irrevocablydue and payable on the redemption date at the redemption price. Notice of redemption may, at the JCP Parties’ option and discretion, besubject to the satisfaction of any conditions precedent contained in such notice of redemption.

Section 3.05. Deposit of Redemption Price.

Not later than 10:00 a.m. (Eastern Time) on the redemption date, one of the JCP Parties shall deposit (or cause or direct to bedeposited) with the Trustee or with the Paying Agent money sufficient to pay the redemption price of, and accrued and unpaid interest to,but not including, the redemption date, on the Notes to be redeemed on such redemption date. The Trustee or the Paying Agent shallpromptly return to the JCP Parties any money deposited with the Trustee or the Paying Agent by the JCP Parties in excess of the amountsnecessary to pay the redemption price of, and accrued and unpaid interest to but not including the redemption date on, all Notes to beredeemed.

If the JCP Parties comply with the provisions of the preceding paragraph, on and after the redemption date, interest shall cease toaccrue on the Notes or the portions of Notes called for redemption. If a Note is redeemed on or after an interest record date but on or priorto the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note wasregistered at the close of business on such record date. If any Note called for redemption is not so paid upon surrender for redemptionbecause of the failure of the JCP Parties to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from theredemption date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at therate provided in the Notes and in Section 4.01 hereof.

Section 3.06. Notes Redeemed in Part.

Upon surrender of a Note that is redeemed in part, the JCP Parties will issue and, upon receipt of an Authentication Order, the Trusteewill authenticate for the Holder at the expense of the JCP Parties a new Note equal in principal amount to the unredeemed portion of theNote surrendered; provided that each new Note will be in a minimum principal denomination of $2,000 or an integral multiple of $1,000 inexcess thereof.

Section 3.07. Optional Redemption.

The JCP Parties may redeem the Notes, in whole or in part at any time, and from time to time, prior to the maturity date of the Notes,at their option, at a redemption price equal to the greater of:

(1) 100% of the principal amount of the Notes to be redeemed; and

(2) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interestaccrued to the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting oftwelve 30-day months) at the Treasury Rate plus 50 basis points;

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plus, in each case, accrued and unpaid interest, if any, thereon to, but not including, the date of redemption. Notwithstanding the foregoing,installments of interest on Notes that are due and payable on interest payment dates falling on or prior to a redemption date will be payableon the interest payment date to the Holders as of the close of business on the relevant record date.

Section 3.08. Mandatory Redemption.

The JCP Parties are not required to make mandatory redemption or sinking fund payments with respect to the Notes.

ARTICLE 4COVENANTS

Article 4 hereof, together with Article 5 hereof, replaces Article VI of the Base Indenture in its entirety.

Section 4.01. Payment of Notes.

The JCP Parties will pay or cause to be paid the principal of, premium, if any, and interest due on the Notes on the dates and in themanner provided in the Notes. Principal, premium, if any, and interest due on the Notes will be considered paid on the date due if thePaying Agent, if other than the JCP Parties or a Subsidiary thereof, holds as of 10:00 a.m. (Eastern Time) on the due date money deposited(or caused or directed to be deposited) by one of the JCP Parties in immediately available funds and designated for and sufficient to pay allprincipal, premium, if any, and interest then due on the Notes.

The JCP Parties will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principalat the then applicable interest rate on the Notes to the extent lawful; the JCP Parties will pay interest (including post-petition interest in anyproceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) at the same rateto the extent lawful.

Section 4.02. Maintenance of Office or Agency.

The JCP Parties will maintain an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar orco-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon theJCP Parties in respect of the Notes and this Supplemental Indenture may be served; provided, however, that nothing herein shall beconstrued to render the Trustee or any affiliate of the Trustee, Registrar or co-registrar as the agent of the JCP Parties for service of process.The JCP Parties will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If atany time the JCP Parties fail to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, suchpresentations, surrenders, notices and demands may be made or served at the corporate trust office of the Trustee.

The JCP Parties may also from time to time designate one or more other offices or agencies where the Notes may be presented orsurrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designationor rescission will in any manner relieve the JCP Parties of their obligation to maintain an office or agency for such purposes. The JCPParties will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any suchother office or agency.

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The JCP Parties hereby designate the corporate trust office of the Trustee as one such office or agency of the JCP Parties inaccordance with Section 2.03 hereof.

Section 4.03. Compliance Certificate.

The JCP Parties shall deliver to the Trustee, within 120 days after the end of each fiscal year of JCP ended after the Issue Date, anOfficer’s Certificate (which need not comply with Section 11.05 hereof) stating, as to the signer thereof (who must be the principalexecutive officer, principal financial officer or principal accounting officer of each of the JCP Parties) that:

(1) a review of the activities of JCP during such year and of its performance under the Indenture has been made under his or hersupervision, and

(2) to the best of his or her knowledge, based on such review, JCP has fulfilled all its obligations under the Indenture throughoutsuch year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to him or her andthe nature and status thereof.

Section 4.04. Stay, Extension and Usury Laws.

The JCP Parties covenant (to the extent that they may lawfully do so) that they will not at any time insist upon, plead, or in anymanner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any timehereafter in force, that may affect the covenants or the performance of this Supplemental Indenture; and the JCP Parties (to the extent thatthey may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenant that they will not, by resort to anysuch law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution ofevery such power as though no such law has been enacted.

Section 4.05. Offer to Repurchase Upon Change of Control Triggering Event.

(a) If a Change of Control Triggering Event occurs, unless the JCP Parties have exercised their right to redeem the Notes in fullpursuant to Section 3.07 hereof or they have exercised their right to defease the Notes or satisfy and discharge their obligations under theNotes prior to maturity as described below, the JCP Parties will be required to make an offer (a “Change of Control Offer”) to each Holderto repurchase all or any part (in minimum denominations of $2,000 and integral multiples of $1,000 principal amount in excess thereof) ofsuch Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued andunpaid interest, if any, on the Notes repurchased, to, but not including, the date of repurchase (the “Change of Control Payment”). Within30 days following the date of any Change of Control Triggering Event, or, at the JCP Parties’ option, prior to any Change of ControlTriggering Event but after the public announcement of the Change of Control, the JCP Parties shall mail (or in the case of Holders ofinterests in Global Notes, transmit electronically in accordance with Applicable Procedures) a notice to Holders of Notes (and shall providea copy of such notice to the Trustee) describing the transaction or transactions that constitute the Change of Control Triggering Event andoffering to repurchase the Notes on the date specified in the notice (the “Change of Control Payment Date”), which date shall be no earlierthan 30 days and no later than 60 days from the date such notice is so mailed or transmitted, pursuant to the procedures required by thisSupplemental Indenture and described in such notice. The notice shall state, if so mailed or transmitted prior to the date of consummationof the Change of Control, that the offer to repurchase the Notes is conditioned on the Change of Control Triggering Event occurring on orprior to the Change of Control Payment Date specified in the notice.

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(b) The JCP Parties shall comply with the requirements of Rule 14e-l under the Exchange Act and any other securities laws andregulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of aChange of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.05,the JCP Parties shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligationsunder this Section 4.05 or the Notes by virtue of such conflicts and compliance with law.

(c) On the Change of Control Payment Date, the JCP Parties shall, to the extent lawful:

(1) accept for purchase all Notes or portions of Notes properly tendered (and not properly withdrawn) pursuant to the Change ofControl Offer;

(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all notes or portions of Notesproperly tendered (and not properly withdrawn) and accepted for purchase by the JCP Parties; and

(3) deliver or cause to be delivered to the Trustee the Notes accepted for purchase, together with an Officer’s Certificate statingthe aggregate principal amount of Notes being purchased by the JCP Parties.

(d) The Paying Agent shall promptly mail (or in the case of Holders of interests in Global Notes, transmit electronically in accordancewith Applicable Procedures) to each Holder of Notes properly tendered (and not properly withdrawn) and accepted for purchase by the JCPParties, the Change of Control Payment for the Notes, and the Trustee shall promptly authenticate and mail to each Holder a new Note (orin the case of interests in Global Notes cause to be transferred by book-entry an interest in the applicable Global Note) equal in principalamount to any unpurchased portion of any Notes surrendered; provided that each new Note will be in a minimum principal denomination of$2,000 or an integral multiple of $1,000 in excess thereof.

(e) Notwithstanding anything to the contrary in this Section 4.05, the JCP Parties shall not be required to make a Change of ControlOffer to repurchase the Notes upon a Change of Control Triggering Event if a third party makes an offer in the manner, at the times andotherwise in compliance with the requirements set forth in this Section 4.05 and such third party purchases all Notes properly tendered (andnot properly withdrawn) under its offer.

Section 4.06. Limitation on Liens.

(a) JCP shall not, and shall not permit any Restricted Subsidiary to, issue, assume or guarantee any notes, bonds, debentures or similarevidences of indebtedness for money borrowed (each, “indebtedness”) which are secured by any Lien of or upon any Principal Property, orshares of capital stock or evidences of indebtedness for borrowed money issued by any Restricted Subsidiary and owned by JCP or anyRestricted Subsidiary, whether owned on the date of this Supplemental Indenture or thereafter acquired, without making effectiveprovision, and JCP in each case shall make or cause to be made effective provision, whereby the Principal Amount of the Notes from timeto time outstanding shall be secured by such Lien equally and ratably with any and all other indebtedness secured by such Lien, so long assuch indebtedness shall be so secured; provided, however, that the foregoing restriction shall not apply to indebtedness secured by any ofthe following:

(1) Liens on any property existing at the time of its acquisition;

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(2) Liens on property of a corporation existing at the time such corporation is merged into or consolidated with JCP or aRestricted Subsidiary, or at the time of a sale, lease or other disposition of the properties of such corporation (or a division thereof) asan entirety or substantially as an entirety to JCP or a Restricted Subsidiary, provided that such Lien as a result of such merger,consolidation, sale, lease or other disposition is not extended to property owned by JCP or such Restricted Subsidiary immediatelyprior thereto;

(3) Liens on property of a corporation existing at the time such corporation becomes a Restricted Subsidiary;

(4) Liens securing indebtedness of a Restricted Subsidiary to JCP or to another Restricted Subsidiary;

(5) Liens on property to secure all or part of the cost of acquiring, substantially repairing or altering, constructing, developing orsubstantially improving such property, or to secure indebtedness incurred to provide funds for any such purpose or for reimbursementof funds previously expended for any such purpose, provided the commitment of the creditor to extend the credit secured by any suchLien shall have been obtained not later than twelve months after the later of (a) the completion of the acquisition, substantial repair oralteration, construction, development or substantial improvement of such property or (b) the placing in operation of such property or ofsuch property as so substantially repaired or altered, constructed, developed or substantially improved;

(6) Liens securing indebtedness payable on demand or not more than one year after the date as of which the determination ismade (excluding any indebtedness renewable or extendable at the option of the debtor for a period or periods ending more than oneyear after the date as of which such determination is made), which indebtedness in accordance with generally accepted accountingpractices would be included among current liabilities; or

(7) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lienreferred to in the foregoing clauses (1) to (6), inclusive, provided, however, that the principal amount of indebtedness secured therebyand not otherwise authorized by such clauses (1) to (6), inclusive, shall not exceed the principal amount of indebtedness, plus anypremium or fee payable in connection with any such extension, renewal or replacement, so secured at the time of such extension,renewal or replacement.

(b) Notwithstanding the provisions of Section 4.06(a), JCP or any Restricted Subsidiary may issue, assume or guarantee indebtednesssecured by Liens which would otherwise be subject to the restrictions of the immediately preceding paragraph in any aggregate amountwhich, together with all Attributable Debt outstanding pursuant to Section 4.07(b) hereof, all Senior Funded Indebtedness issued, assumedor guaranteed by any Restricted Subsidiary and all indebtedness outstanding pursuant to this Section 4.06(b), does not exceed 5% ofStockholders’ Equity.

Section 4.07. Limitation on Sale and Lease-Back Transactions .

(a) JCP shall not, and shall not permit any Restricted Subsidiaries to, enter into any Sale and Lease-Back Transaction with respect to aPrincipal Property (except for a transaction providing for a lease for a term, including any renewal of such lease, of not more than threeyears and except for a transaction

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between JCP and a Restricted Subsidiary or between Restricted Subsidiaries), if the commitment by or on behalf of the purchaser isobtained more than 12 months after the later of (1) the completion of the acquisition, substantial repair or alteration, construction,development or substantial improvement of such Principal Property or (2) the placing in operation of such Principal Property or of suchPrincipal Property as so substantially repaired or altered, constructed, developed or substantially improved, unless either:

(1) JCP or such Restricted Subsidiary would be entitled pursuant to Section 4.06(a) hereof to issue, assume or guarantee debtsecured by a Lien on such Principal Property; or

(2) JCP shall apply or cause to be applied, in the case of a sale or transfer for cash, an amount equal to the net proceeds thereof(but not in excess of the net book value of such Principal Property at the date of such sale or transfer) and, in the case of a sale ortransfer otherwise than for cash, an amount equal to the fair value (as determined by the Company’s Board of Directors) of thePrincipal Property so leased to the retirement, within 180 days after the effective date of such Sale and Lease-Back Transaction, ofNotes or other Senior Funded Indebtedness of JCP or a Restricted Subsidiary; provided, however, that any such retirement of the Notesshall be in accordance with the terms and provisions of this Supplemental Indenture and the Notes applicable to optional redemption;and provided, further, that the amount to be applied to such retirement of Notes or other Senior Funded Indebtedness shall be reducedby an amount equal to the sum of (A) an amount equal to the applicable redemption price with respect to the notes delivered within 180days after the effective date of such Sale and Lease-Back Transaction to the Trustee for retirement and cancellation and (B) theprincipal amount, plus any premium or fee paid in connection with any redemption in accordance with the terms, of other SeniorFunded Indebtedness voluntarily retired by JCP within such 180-day period, excluding in each case retirements pursuant to mandatorysinking fund or prepayment provisions and payments at maturity.

(b) Notwithstanding the provisions of Section 4.07(a) hereof, JCP or any Restricted Subsidiary may enter into a Sale and Lease-BackTransaction which would otherwise be subject to the restrictions of the immediately preceding paragraph so as to create an aggregateamount of Attributable Debt which, together with all indebtedness outstanding pursuant to Section 4.06(b) hereof, all Senior FundedIndebtedness issued, assumed or guaranteed by any Restricted Subsidiary and all Attributable Debt outstanding pursuant to thisSection 4.07(b), does not exceed 5% of Stockholders’ Equity.

Section 4.08. Waiver of Covenants.

JCP may omit in any particular instance to comply with any covenant or condition set forth in Sections 4.06 and 4.07, inclusive, withrespect to the Notes, if before or after the time for such compliance the Holders of a majority in Principal Amount of the Notes at the timeoutstanding shall either waive such compliance in such instance or generally waive compliance with such covenant or condition, but nosuch waiver shall extend to or affect such covenant or condition except to the extent so expressly waived, and, until such waiver shallbecome effective, the obligations of JCP and the duties of the Trustee in respect of any such covenant or condition shall remain in full forceand effect.

ARTICLE 5CONSOLIDATION, MERGER OR SALE OF ASSETS

Article 5 hereof, together with Article 4 hereof, replaces Article VI of the Base Indenture in its entirety.

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Section 5.01. Consolidation, Merger or Sale of Assets.

JCP shall not consolidate with or merge into any other corporation or convey or transfer all or substantially all of its properties orassets to any Person, unless:

(1) the corporation formed by such consolidation or into which JCP is merged or the Person which acquires by conveyance ortransfer JCP’s properties or assets substantially as an entirety shall be a corporation organized and existing under the laws of the UnitedStates of America or any State thereof or the District of Columbia, and shall expressly assume, by supplemental indenture executed anddelivered to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest, if any, on the Notes andthe performance or observance of every covenant of this Supplemental Indenture on JCP’s part to be performed or observed;

(2) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time, orboth, would become an Event of Default, shall have happened and be continuing; and

(3) JCP has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation,merger, conveyance or transfer complies with this Article 5 and that all conditions precedent provided for in this SupplementalIndenture relating to such transaction have been complied with.

Section 5.02. Successor Corporation Substituted.

Upon any consolidation or merger, or any conveyance or transfer of JCP’s properties and assets substantially as an entirety inaccordance with the provisions of Section 5.01 hereof, the successor corporation formed by such consolidation or into which JCP is mergedor to which such conveyance or transfer is made will succeed to, and be substituted for, JCP with the same effect as if the successorcorporation had been named as JCP, and the predecessor shall be released from all obligations and covenants under the Indenture and theNotes. In the event of any such conveyance or transfer, JCP as the predecessor may be dissolved, wound up and liquidated at any timethereafter.

ARTICLE 6DEFAULT AND REMEDIES

Article 6 hereof replaces Article VII of the Base Indenture in its entirety.

Section 6.01. Events of Default.

Each of the following is an “Event of Default”:

(1) default in the payment of any interest upon the Notes when the same becomes due and payable, and continuance of suchdefault for a period of 30 days;

(2) default in payment of principal of (or premium, if any, on) the Notes at maturity, except any maturity occurring by reason of acall for redemption;

(3) default in the performance, or breach, of any other covenant contained in this Supplemental Indenture for the benefit of theHolders and the continuance of such default or

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breach for a period of 90 days after there has been given, by registered or certified mail, to the JCP Parties by the Trustee or to the JCPParties and the Trustee by Holders of at least 25% in Principal Amount of the Notes then outstanding, a written notice specifying suchdefault or breach and requiring it to be remedied and stating that such notice is a “Notice of Default”;

(4) the entry of an order for relief in respect of any petition filed against JCP under any Bankruptcy Law, or the entry of a decreeor order by a court having competent jurisdiction in the premises in respect of any petition filed or action taken against JCP looking toreorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any other present or futureFederal or State statute, law or regulation, resulting in the appointment of a receiver, liquidator, assignee, trustee, custodian,sequestrator or other similar official of JCP or of any substantial part of its property, or resulting in the winding-up or liquidation of itsaffairs, all without the consent or acquiescence of JCP, and the continuance of any such decree or order is unstayed and in effect for aperiod of 60 consecutive days; or

(5) the filing of a petition for relief under any Bankruptcy Law by JCP, or the consent, acquiescence or taking of any action byJCP in support of a petition filed by or against it looking to reorganization, arrangement, composition, readjustment, liquidation,dissolution or similar relief under any other present or future Federal or State statute, law or regulation, or the appointment, with theconsent of JCP, of any receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of JCP or of anysubstantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of itsinability to pay its debts generally as they become due, or the taking of corporate action by JCP in furtherance of any such action.

Section 6.02. Acceleration.

If an Event of Default (other than an Event of Default specified in clause (4) or (5) in Section 6.01 hereof) occurs and is continuingthen, and in every such case, the Trustee or the Holders of not less than 25% in Principal Amount of the outstanding Notes may declare theprincipal of and all accrued and unpaid interest, if any, on the outstanding notes to be immediately due and payable, by a notice in writing tothe JCP Parties (and to the Trustee if given by Holders of Notes), and upon any such declaration such principal, together with accrued andunpaid interest, if any, thereon, shall become immediately due and payable. If an Event of Default specified in clause (4) or (5) inSection 6.01 hereof occurs and is continuing then, and in every such case, the principal of and all accrued and unpaid interest, if any, on theoutstanding Notes shall automatically, and without declaration or other action on the part of the Trustee or any Holder of Notes, becomeimmediately due and payable.

At any time after a declaration of acceleration has been made and before a judgment or decree for payment of the money due has beenobtained by the trustee, the Holders of a majority in Principal Amount of the Notes, by written notice to the JCP Parties and the Trustee,may rescind and annul, as to the Notes, such declaration and its consequences if: (1) the JCP Parties have paid or deposited with the trusteea sum sufficient to pay all overdue installments of interest on all of the notes, the principal of (and premium, if any, on) the Notes which hasbecome due otherwise than by such declaration of acceleration, and interest thereon after the date such principal became due at the rate orrates specified by the terms of this Supplemental Indenture or the Notes, to the extent that payment of such interest is legally enforceable,interest upon overdue interest at the rate or rates specified by the terms of this Supplemental Indenture or the Notes, and all sums paid oradvanced by the Trustee under this Supplemental Indenture and the reasonable compensation, expenses, disbursements and advances of theTrustee, its agents and counsel; and (2) all Events of Default, other than the non-payment of the principal of the Notes which has becomedue solely by such acceleration, have been cured or waived.

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Section 6.03. Other Remedies.

If an Event of Default with respect to the Notes occurs and is continuing, the Trustee may in its discretion proceed to protect andenforce its rights and the rights of the Holders by such appropriate judicial proceedings as the Trustee shall deem most effectual to protectand enforce any such rights, whether for the specific enforcement of any covenant or agreement in the Indenture or in aid of the exercise ofany power granted herein, or to enforce any other proper remedy.

Section 6.04. Waiver of Past Defaults.

The Holders of a majority in Principal Amount of the outstanding Notes may on behalf of the Holders of all of the Notes waive, as tothe Notes, any past Default and its consequences, except a Default not theretofore cured (1) in the payment of the principal of (or premium,if any, on) or interest, if any, on the Notes, or (2) in respect of a covenant or provision of this Supplemental Indenture which as describedunder Article 9 cannot be modified or amended without the consent of each Holder of outstanding Notes.

Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have beencured, for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any rightconsequent thereon.

Section 6.05. Control by Majority.

The Holders of a majority in outstanding Principal Amount of the Notes have the right, on behalf of the Holders, to direct the time,method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on theTrustee, provided that:

(1) such direction shall not be in conflict with any rule of law or with the Indenture,

(2) subject to the provisions of Section 7.01, the Trustee shall have the right to decline to follow any such direction if the Trusteein good faith shall, by a Responsible Officer or Officers of the Trustee, determine that the proceeding so directed would be unjustlyprejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability, and

(3) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

Upon receipt by the Trustee of any such direction, a record date shall automatically and without any other action by any Person be setfor determining the Holders of outstanding Notes entitled to join in such direction, which record date shall be the close of business on theday the Trustee receives such direction. The Holders of outstanding Notes on such record date (or their duly appointed agents), and onlysuch Persons, shall be entitled to join in such direction, whether or not such Holders remain Holders after such record date; provided that,unless such direction shall have become effective by virtue of Holders of the requisite Principal Amount of outstanding Notes of such serieson such record date (or their duly appointed agents) having joined therein on or prior to the 90th day after such record date, such directionshall automatically and without any action by any Person be canceled and of no further effect.

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Section 6.06. Limitation on Suits.

No holder of Notes shall have any right to institute any proceeding, judicial or otherwise, with respect to this Supplemental Indenture,or for the appointment of a receiver or trustee, or for any other remedy under this Supplemental Indenture, unless:

(1) such Holder has previously given written notice to the Trustee of a continuing Event of Default;

(2) the Holders of not less than 25% in Principal Amount of the outstanding Notes shall have made written request to the Trusteeto institute proceedings in respect of such Event of Default in its own name as Trustee under this Supplemental Indenture;

(3) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to beincurred in compliance with such request;

(4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any suchproceeding; and

(5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders ofa majority in Principal Amount of the outstanding Notes.

A Holder may not use this Supplemental Indenture to prejudice the rights of another Holder or to obtain a preference or priority oversuch other Holder.

Section 6.07. Rights of Holders of Notes to Receive Payment.

Notwithstanding any other provision of this Supplemental Indenture, the right of any Holder of a Note to receive payment ofprincipal, premium, if any, and interest on such Note, on or after the respective due dates expressed in such Note (including in connectionwith an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impairedor affected without the consent of such Holder.

Section 6.08. Collection Suit by Trustee.

If an Event of Default specified in Section 6.01(1) or (2) hereof occurs and is continuing, the Trustee is authorized to recoverjudgment in its own name and as Trustee of an express trust against the JCP Parties for the whole amount of principal of, premium, if any,and interest remaining unpaid on, the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount asshall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements andadvances of the Trustee, its agents and counsel.

Section 6.09. Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order tohave the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee,its agents and counsel) and the Holders allowed in any judicial proceedings relative to the JCP Parties (or any other obligor upon theNotes), their creditors or their property and shall be entitled and empowered to collect, receive and

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distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding ishereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making ofsuch payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursementsand advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that thepayment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amountsdue the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the sameshall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that theHolders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement orotherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of anyHolder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorizethe Trustee to vote in respect of the claim of any Holder in any such proceeding. The Trustee may, on behalf of the Holders, vote for theelection of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar committee.

Section 6.10. Application of Proceeds.

If the Trustee collects any money or property pursuant to this Article 6, or after an Event of Default any moneys or propertiesdistributable in respect of the JCP Parties’ obligations under this Supplemental Indenture, it shall pay out the money or property in thefollowing order:

First: to the Trustee, its agents and attorneys and any predecessor Trustee for amounts due under Section 7.07 hereof, includingpayment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses ofcollection;

Second: to Holders for amounts due and unpaid on such Notes for principal, premium, and interest, ratably, without preference orpriority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest, respectively;and

Third: to the JCP Parties or to such party as a court of competent jurisdiction shall direct.

The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10.

Section 6.11. Restoration of Rights and Remedies.

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Supplemental Indenture and suchproceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then,and in every such case, subject to any determination in such proceeding, the JCP Parties, the Trustee and the Holders shall be restored totheir former positions hereunder and thereafter all rights and remedies of the JCP Parties, the Trustee and the Holders shall continue asthough no such proceeding had been instituted.

Section 6.12. Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Supplemental Indenture or in any suit against the Trustee for anyaction taken or omitted by it as Trustee, a court in its discretion may

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require any party litigant in such suit to file an undertaking to pay the costs of the suit, and the court may assess reasonable costs, includingreasonable attorneys’ fees, against any party litigant in the suit having due regard to the merits and good faith of the claims or defensesmade by the party litigant. This Section 6.12 does not apply to a suit by a Holder pursuant to Section 6.07 hereof, a suit instituted by theTrustee or a suit by Holders of more than 10% in principal amount of the then outstanding Notes.

Section 6.13. Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or wrongfully taken Notes inSection 2.08 hereof, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of anyother right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other rightand remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right orremedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 6.14. Delay or Omission not Waiver.

No delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing upon any Event of Default shall impairany such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Subject to Section 6.06 hereof,every right and remedy given by this Article 6 or by law to the Trustee or to the Holders may be exercised from time to time, and as often asmay be deemed expedient, by the Trustee or by the Holders, as the case may be.

ARTICLE 7TRUSTEE

Article 7 hereof replaces Article XI of the Base Indenture in its entirety.

Section 7.01. Duties of Trustee.

(a) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by thisSupplemental Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under thecircumstances in the conduct of such person’s own affairs.

(b) Except during the continuance of an Event of Default:

(1) the duties of the Trustee will be determined solely by the express provisions of this Supplemental Indenture and the Trusteeneed perform only those duties that are specifically set forth in this Supplemental Indenture and no others, and no implied covenants orobligations shall be read into this Supplemental Indenture against the Trustee; and

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctnessof the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of thisSupplemental Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts statedtherein). However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirementsof this Supplemental Indenture.

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(c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willfulmisconduct, except that:

(1) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;

(2) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved thatthe Trustee was negligent in ascertaining the pertinent facts; and

(3) the Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a directionreceived by it pursuant to Section 6.05 hereof.

(d) Whether or not therein expressly so provided, every provision of this Supplemental Indenture that in any way relates to the Trusteeis subject to paragraphs (a), (b), and (c) of this Section 7.01.

(e) No provision of this Supplemental Indenture will require the Trustee to expend or risk its own funds or incur any liability. TheTrustee will be under no obligation to exercise any of its rights and powers under this Supplemental Indenture at the request or direction ofany Holders of Notes, unless such Holders have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs,expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee shall not be required togive any bond or surety in respect of the performance of its powers or duties hereunder. The permissive right of the Trustee to do thingsenumerated in this Supplemental Indenture shall not be construed as a duty of the Trustee.

(f) The Trustee will not be liable for interest on any money received by it except as the Trustee may agree in writing with the JCPParties. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Section 7.02. Rights of Trustee.

(a) The Trustee may conclusively rely upon any document (whether in original or facsimile form) believed by it to be genuine and tohave been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document.

(b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. TheTrustee will not be liable for any action it takes or omits to take in good faith in reliance on any Officer’s Certificate, Opinion of Counsel,resolution of the Board of Directors of the Company or JCP, or other request, notice or direction delivered to it pursuant to the terms of thisSupplemental Indenture. The Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel will befull and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faithand in reliance thereon.

(c) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any agentappointed with due care.

(d) The Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within therights or powers conferred upon it by this Supplemental Indenture.

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(e) Unless otherwise specifically provided in this Supplemental Indenture, any demand, request, direction or notice from the JCPParties will be sufficient if signed by an Officer of the JCP Parties.

(f) The Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Supplemental Indenture at therequest or direction of any of the Holders unless such Holders have offered to the Trustee an indemnity or security reasonably satisfactoryto it against the losses, liabilities and expenses that might be incurred by it in compliance with such request or direction.

(g) Subject to Section 7.01 hereof, the rights, privileges, protections, immunities and benefits given to the Trustee, including, withoutlimitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder and eachAgent and Custodian.

(h) Subject to Section 7.01 hereof, the Trustee shall not be deemed to have knowledge or notice of any Default or Event of Defaultunless a Responsible Officer of the Trustee has actual knowledge thereof or unless the JCP Parties or Holders of not less than 25% inaggregate principal amount of the Notes then outstanding notify the Trustee thereof by written notice of such event sent to the Trustee inaccordance with Section 11.02, and such notice references the Notes and this Supplemental Indenture.

(i) Subject to Section 7.01(a) hereof, the Trustee shall not be bound to make any investigation into the facts or matters stated in anyresolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, otherevidence of Indebtedness or other paper or document, but the Trustee, may, but shall not be required to, make further inquiry orinvestigation into such facts or matters as it may see fit.

(j) In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arisingout of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts ofwar or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions ofutilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable effortswhich are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

(k) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within therights or powers conferred upon it by this Indenture.

(l) The Trustee may request that the JCP Parties deliver an Officer’s Certificate setting forth the names of individuals and/or titles ofofficers authorized at such time to furnish the Trustee with Officer’s Certificates, directions, requests, and any other matters or directionspursuant to this Supplemental Indenture.

(m) In no event shall the Trustee be responsible or liable for any special, indirect, punitive or consequential loss or damage of anykind whatsoever (including, but not limited to, loss of profit), irrespective of whether the Trustee has been advised of the likelihood of suchloss or damage and regardless of the form of action.

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Section 7.03. Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the JCPParties or any respective Affiliate of the JCP Parties with the same rights it would have if it were not Trustee. However, in the event thatthe Trustee acquires any conflicting interest (as defined in the TIA) it must eliminate such conflict within 90 days, apply to the SEC forpermission to continue as Trustee or resign as provided in the TIA. Any Agent may do the same with like rights and duties. The Trustee isalso subject to Sections 7.10 and 7.11 hereof.

Section 7.04. Trustee’s Disclaimer.

The Trustee will not be responsible for and makes no representation as to the validity or adequacy of this Supplemental Indenture orthe Notes, it shall not be accountable for the JCP Parties’ use of the proceeds from the Notes or any money paid to the JCP Parties or uponthe JCP Parties’ direction under any provision of this Supplemental Indenture, it will not be responsible for the use or application of anymoney received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or anystatement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Supplemental Indenture other thanits certificate of authentication.

Section 7.05. Notice of Defaults.

If a Default or Event of Default occurs and is continuing and if it is known to a Responsible Officer of the Trustee, the Trustee willmail to Holders a notice of the Default or Event of Default within 90 days after the occurrence of such Default or Event of Default. Exceptin the case of a Default or Event of Default in payment of principal of (or premium, if any, on) or interest, if any, on the Notes, the Trusteemay withhold such notice if a committee of its Responsible Officers in good faith determines that the withholding of such notice is in theinterests of the Holders.

Section 7.06. Reports by Trustee to Holders.

(a) Within 60 days after each September 1 beginning with September 1, 2015, and for so long as Notes remain outstanding, theTrustee will mail to the Holders a brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event described inTIA § 313(a) has occurred within the 12 months preceding the reporting date, no report need be transmitted). The Trustee also will complywith TIA § 313(b)(2). The Trustee will also transmit by mail all reports as required by TIA § 313(c).

(b) A copy of each report at the time of its mailing to the Holders will be mailed by the Trustee to the JCP Parties and filed by theTrustee with the SEC and each stock exchange on which the Notes are listed in accordance with TIA § 313(d). The JCP Parties willpromptly notify the Trustee when the Notes are listed on any stock exchange.

Section 7.07. Compensation and Indemnity.

(a) The JCP Parties will pay to the Trustee from time to time reasonable compensation for its acceptance of this SupplementalIndenture and services hereunder. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an expresstrust. The JCP Parties will reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurredor made by it in addition to the compensation for its services. All amounts set forth in the separate fee letter entered into prior to the datehereof are deemed reasonable. Such expenses will include the reasonable compensation, disbursements and expenses of the Trustee’sagents and counsel.

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(b) The JCP Parties will, jointly and severally, indemnify the Trustee against any and all losses, damages, liabilities or expensesincurred by it arising out of or in connection with the acceptance or administration of its duties under this Supplemental Indenture,including the costs and expenses of enforcing this Supplemental Indenture against the JCP Parties (including this Section 7.07) anddefending itself against any claim (whether asserted by the Company, JCP, any Holder or any other Person) or liability in connection withthe exercise or performance of any of its rights, powers or duties hereunder, except to the extent any such loss, liability or expense may beattributable to its negligence or bad faith. The Trustee will notify the JCP Parties promptly of any claim for which it may seek indemnity.Failure by the Trustee to so notify the JCP Parties will not relieve the JCP Parties of their obligations hereunder. The JCP Parties willdefend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel and the JCP Parties will pay thereasonable fees and expenses of such counsel. The JCP Parties need not pay for any settlement made without their consent, which consentwill not be unreasonably withheld.

(c) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(a)(6) or (7) hereof occurs,the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constituteexpenses of administration under any Bankruptcy Law.

(d) The Trustee will comply with the provisions of TIA § 313(b)(2) to the extent applicable.

Section 7.08. Replacement of Trustee.

(a) A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successorTrustee’s acceptance of appointment as provided in this Section 7.08.

(b) The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the JCP Parties. TheHolders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee andthe JCP Parties in writing. The JCP Parties may remove the Trustee if:

(1) the Trustee fails to comply with Section 7.10 hereof;

(2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under anyBankruptcy Law;

(3) a custodian or public officer takes charge of the Trustee or its property; or

(4) the Trustee becomes incapable of acting.

(c) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the JCP Parties will promptlyappoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principalamount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the JCP Parties.

(d) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, theJCP Parties, or the Holders of at least 10% in aggregate principal amount of the then outstanding Notes may petition any court ofcompetent jurisdiction for the appointment of a successor Trustee.

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(e) If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successorTrustee.

(f) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the JCP Parties. Thereupon,the resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers andduties of the Trustee under this Supplemental Indenture. The successor Trustee will mail a notice of its succession to Holders. The retiringTrustee will promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunderhave been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to thisSection 7.08, the JCP Parties’ obligations under Section 7.07 hereof will continue for the benefit of the retiring Trustee.

Section 7.09. Successor Trustee by Merger, etc.

Any Person into which the Trustee or any successor to it in the trusts created by the Indenture shall be merged or converted, or anyPerson with which it or any successor to it shall be consolidated, or any Person resulting from any merger, conversion or consolidation towhich the Trustee or any such successor to it shall be a party, or any Person to which the Trustee or any successor to it shall sell orotherwise transfer all or substantially all of the corporate trust business of the Trustee, shall be the successor Trustee under the Indenturewithout the execution or filing of any paper or any further act on the part of any of the parties hereto; provided that such Person shall beotherwise qualified and eligible under this Article. In case at the time such successor to the Trustee shall succeed to the trusts created by theIndenture, any Notes shall have been authenticated but not delivered by the Trustee then in office, any successor to such Trustee may adoptthe certificate of authentication of any predecessor Trustee, and deliver such Notes so authenticated; and in case at that time any of theNotes shall not have been authenticated, any successor to the Trustee may authenticate such Notes either in the name of any predecessorhereunder or in the name of the successor Trustee; and in all such cases such certificates shall have the full force which it is anywhere inthe Notes or in the Indenture provided that the certificate of the Trustee shall have; provided, however, that the right to adopt the certificateof authentication of any predecessor Trustee or authenticate Notes in the name of any predecessor Trustee shall apply only to its successoror successors by merger, conversion or consolidation.

Section 7.10. Eligibility; Disqualification.

There will at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States ofAmerica or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision orexamination by federal or state authorities and that has a combined capital and surplus of at least $100.0 million as set forth in its mostrecent published annual report of condition.

This Supplemental Indenture will always have a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and (5). The Trustee issubject to TIA § 310(b). There shall be excluded from the operation of TIA § 310(b)(1) any other series of Securities (as defined in the BaseIndenture) under the Base Indenture or any other indenture or indentures under which other securities or certificates of interest orparticipation in other securities of the JCP Parties are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) aremet.

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Section 7.11. Preferential Collection of Claims Against the JCP Parties .

The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or beenremoved shall be subject to TIA § 311(a) to the extent indicated therein.

ARTICLE 8DEFEASANCE AND DISCHARGE PRIOR TO MATURITY

Article 8 hereof, together with Article 10 hereof, replaces Article XII of the Base Indenture in its entirety.

Section 8.01. Option to Effect Defeasance.

The JCP Parties may at any time elect to have Section 8.02 hereof be applied to all outstanding Notes upon compliance with theconditions set forth in Section 8.03.

Section 8.02. Defeasance and Discharge.

The JCP Parties may elect, at any time, to fully discharge all or any specified portion of their obligations, and they will be deemed tohave paid and discharged the entire indebtedness represented by the Notes or, at their option, any specified payment obligation and to havesatisfied all other obligations under the Notes and the Indenture insofar as the Notes are concerned (and the Trustee, at the expense of JCP,shall execute instruments as reasonably requested by JCP acknowledging the same) (“Defeasance”), subject to the following which willsurvive until otherwise terminated or discharged under this Supplemental Indenture:

(1) the rights of Holders of outstanding Notes to receive, solely from the trust fund referred to in Section 8.03, payments inrespect of all or any defeased portion of the principal of and any premium and/or interest on the Notes when payments are due;

(2) the JCP Parties’ obligations under Sections 2.03, 2.04, 2.05, 2.06, 2.08, 2.09, 2.10, 2.11 and 4.02 hereof;

(3) the rights, powers, trusts, duties and immunities of the Trustee hereunder; and

(4) this Article 8.

Section 8.03. Conditions to Defeasance.

In order to exercise Defeasance under Section 8.02 hereof:

(1) JCP shall have deposited or caused or directed to be deposited with the Trustee as trust funds in trust for the purpose ofmaking the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders, (A) money inan amount, or (B) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof inaccordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) acombination thereof, in each case sufficient to pay and discharge, and which shall be applied by the Trustee to pay and discharge, all orany specific portion of the principal of and any premium and interest on the Notes on the respective interest payment date and/or statedmaturities, in accordance with the terms of this Supplemental Indenture and the Notes;

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(2) JCP shall have advised the Trustee in writing of the payment or payments of the Notes to which such deposit is to be applied;

(3) such Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the TIA (assuming all Notesare in default within the meaning of the TIA); and

(4) such Defeasance shall not result in the trust arising from any such deposit constituting an investment company within themeaning of the Investment Company Act of 1940 unless such trust shall be registered under the Investment Company Act of 1940 orexempt from registration thereunder.

Upon compliance with the foregoing, the Trustee shall execute instrument(s) as reasonably requested by JCP acknowledging theDefeasance of all of the JCP Parties’ obligations under the Notes. Such Defeasance shall be effective on and after the date that theconditions set forth in clauses (1) through (4) above are satisfied.

Section 8.04. Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions.

The Trustee shall, subject to the provisions of the Indenture, hold in trust any money and U.S. Government Obligations deposited withthe Trustee pursuant to Section 8.03 hereof, and any money received by the Trustee as payment of principal or interest in respect of suchU.S. Government Obligations, and shall apply all money, in accordance with the provisions of the Notes and the Indenture, to the payment,to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such deposit (including any money tobe received by the Trustee as principal or interest in respect of such U.S. Government Obligations) was made with the Trustee; provided,however, that, if the Trustee shall at any time hold in trust pursuant to this Section 8.04, as a result of a deposit made pursuant to this Article8, any money in excess of the amount required to make the payments to which such deposit (including any money to be received by theTrustee as principal or interest in respect of any U.S. Government Obligations included within such deposit) was to be applied, the Trusteeshall, upon the JCP Parties’ request, pay to the JCP Parties such excess money.

The JCP Parties shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash orU.S. Government Obligations deposited pursuant to Section 8.03 hereof or the principal and interest received in respect thereof other thanany such tax, fee or other charge which by law is for the account of the Holders of outstanding Notes.

Section 8.05. Repayment to Company.

Any money deposited with the Trustee or any Paying Agent, or then held by the JCP Parties, in trust for the payment of the principalof (and premium, if any) or interest on any Note and remaining unclaimed for two years after such principal (and premium, if any) orinterest has become due and payable shall be paid to the JCP Parties, or (if then held by the JCP Parties) shall be discharged from suchtrust; and the Holder of such Note will thereafter, as an unsecured general creditor, be permitted to look only to the JCP Parties for paymentthereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the JCP Parties as trusteethereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such

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repayment, may at the expense of the JCP Parties cause to be published once, in the New York Times and The Wall Street Journal(national edition), notice that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 daysfrom the date of such publication, any unclaimed balance of such money then remaining will be repaid to the JCP Parties.

Section 8.06. Reinstatement.

If the Trustee or Paying Agent is unable to apply any money in accordance with this Article 8 with respect to any Notes by reason ofany order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the JCPParties’ obligations under the Indenture and the Notes from which the JCP Parties have been discharged or released pursuant toSection 8.02 hereof shall be revived and reinstated as though no deposit had occurred pursuant to this Article 8 with respect to such Notes,until such time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 8.04 with respect to suchNotes in accordance with this Article 8; provided, however, that if the JCP Parties make any payment of principal of, or any premium orinterest on, any such Note following the reinstatement of its obligations, the JCP Parties shall be subrogated to the rights (if any) of theHolders of such Notes to receive such payment from the money so held in trust by the Trustee or Paying Agent.

ARTICLE 9MODIFICATION

Article 9 hereof replaces Article XIV of the Base Indenture in its entirety.

Section 9.01. Modifications Without Consent of Holders.

Without the consent of the Holders, the JCP Parties and the Trustee, at any time and from time to time, may enter into one or moreamended or supplemental indentures for any of the following purposes:

(1) to evidence the succession of another Person to the Company or JCP, and the assumption by any such successor of thecovenants and obligations of the Company or JCP in the Indenture and in the Notes;

(2) to add to the covenants of JCP, for the benefit of the Holders or to surrender any right or power conferred upon JCP in theIndenture;

(3) to cure any ambiguity, to correct or supplement any provision in the Indenture or the Notes which may be inconsistent withany other provision in the Indenture or the Notes, or to make any other provisions with respect to matters or questions arising under theIndenture or the Notes which shall not be inconsistent with the provisions of the Indenture or the Notes, provided that such action shallnot adversely affect the interest of any of the Holders in any material respect;

(4) to modify, eliminate or add to the provisions of the Indenture or the Notes to such extent as shall be necessary to effect ormaintain the qualification of the Indenture under the TIA, or under any similar Federal statute enacted, and to add to the Indenture suchother provisions as may be expressly permitted by the TIA, excluding, however, the provisions referred to in Section 316(a)(2) of theTIA or any corresponding provision in any similar Federal statute enacted in the future;

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(5) to provide for the issuance under the Indenture of Securities in the form only of an entry or entries in the securities register(including all appropriate notification and publication and other provisions), and to provide for exchangeability of such Securities withthe Securities of the same series issued under the Indenture;

(6) to set forth the forms or terms (including, without limitation, additional covenants and changes in or eliminations of covenantspreviously set forth in the Indenture) of any one or more series of Securities not previously issued;

(7) to change or eliminate any of the covenants or other provisions of the Indenture in respect of one or more series of Securities,other than the Notes;

(8) to evidence and provide for the acceptance of appointment by a successor trustee and to add to or change any of the provisionsof the Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee; or

(9) to comply with the rules of any applicable securities depository.

Subject to Section 9.06 hereof, upon the request of the JCP Parties, and upon receipt by the Trustee of the documents described inSection 7.02 hereof, the Trustee will join with the JCP Parties in the execution of any amended or supplemental indenture authorized orpermitted by the terms of this Supplemental Indenture.

Section 9.02. With Consent of Holders.

Except as provided in this Section 9.02, the JCP Parties and the Trustee, with the consent of the Holders of at least 66 2⁄3% inPrincipal Amount of the outstanding Notes, may enter into one or more amended or supplemental indentures for the purpose of adding anyprovisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights ofthe Holders.

Subject to Section 9.06 hereof, upon the request of the JCP Parties, and upon receipt by the Trustee of the documents described inSection 7.02 hereof, the Trustee will join with the JCP Parties in the execution of any amended or supplemental indenture authorized orpermitted by the terms of this Supplemental Indenture and to make any further appropriate agreements and stipulations that may be thereincontained. It is not necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposedamendment or supplement, but it is sufficient if such consent approves the substance thereof.

After an amendment or supplement under this Section 9.02 becomes effective, the JCP Parties will mail or electronically transmit tothe Holders a notice briefly describing the amendment or supplement. Any failure of the JCP Parties to mail or electronically transmit suchnotice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture.This Section 9.02 shall not apply to waivers under Section 4.08 or Section 6.04 hereof.

Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstandingvoting as a single class may waive compliance in a particular instance by the JCP Parties with any provision of the Indenture or such Notes.

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However, without the consent of each Holder affected, an amendment or supplement under this Section 9.02 may not (with respect toany Notes held by a non-consenting Holder):

(1) change the Stated Maturity of the principal of, or any installment of principal of or interest, if any, on, any Note, or reduce theprincipal thereof payable at Stated Maturity, or change any redemption price, or reduce the amount of principal of any Note that may atany time be declared to be due and payable pursuant to Section 3.07 hereof;

(2) reduce the rate of interest payable on the Notes;

(3) reduce the percentage in Principal Amount of the outstanding Notes, the consent of whose Holders is required for anysupplemental indenture or the consent of whose Holders is required for any waiver of compliance with certain provisions of thisSupplemental Indenture or certain Defaults under this Supplemental Indenture and their consequences provided in this SupplementalIndenture;

(4) change any place of payment where, or the coin or currency in which, any Note or any premium or interest thereon is payable;

(5) impair the right to institute suit for the enforcement of any payment on or with respect to any note on or after the StatedMaturity thereof (or, in the case of Section 3.07 hereof, on or after the redemption date), or alter adversely the terms and provisions, ifany, applicable to conversion or exchange of any Notes; or

(6) modify any of the provisions of this Section 9.02, Section 4.08 or Section 6.04, except to increase any such percentage or toprovide that certain other provisions of this Supplemental Indenture cannot be modified or waived without the consent of the Holder ofeach outstanding Note affected thereby; provided, however, that this clause (6) shall not be deemed to require the consent of any Holderwith respect to changes in references to the Trustee and concomitant changes in this Section 9.02 or the deletion of this proviso, inaccordance with the requirements of Section 7.08.

Section 9.03. Compliance with Trust Indenture Act.

Every amendment or supplement to this Supplemental Indenture or the Notes will be set forth in a supplemental indenture thatcomplies with the TIA as then in effect.

Section 9.04. Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective with respect to any Note, a consent to it by a Holder of such Note is acontinuing consent by the Holder of such Note and every subsequent Holder of such Note or portion of such Note that evidences the samedebt as the consenting Holder’s Note, even if notation of the consent is not made on any such Note. However, any such Holder orsubsequent Holder of such Note may revoke the consent as to such Note if the Trustee receives written notice of revocation before the datethe amendment, supplement or waiver becomes effective. An amendment, supplement or waiver becomes effective in accordance with itsterms and thereafter binds every Holder.

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Section 9.05. Notation on or Exchange of Notes.

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. TheJCP Parties in exchange for the affected Note may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate a newNote that reflects the amendment, supplement or waiver.

Failure to make the appropriate notation or issue new Note will not affect the validity and effect of such amendment, supplement orwaiver.

Section 9.06. Trustee to Sign Amendments, etc.

The Trustee shall sign any amended or supplemental indenture authorized pursuant to this Article 9 if the amendment or supplementdoes not adversely affect the rights, duties, liabilities or immunities of the Trustee. In executing any amended or supplemental indenture,the Trustee will be entitled to receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon the documents requiredby Section 11.04 hereof.

ARTICLE 10SATISFACTION AND DISCHARGE

Article 10 hereof, together with Article 8 hereof, replaces Article XII of the Base Indenture in its entirety.

Section 10.01. Satisfaction and Discharge.

The Indenture will cease to be of further effect as to the Notes (this being referred to herein as “Satisfaction and Discharge”) (exceptas to any surviving rights of registration of transfer of Notes expressly provided for in this Supplemental Indenture and any rights to receivepayments of interest on the Notes), and the Trustee, on demand of and at the JCP Parties’ expense, will execute instruments as reasonablyrequested by JCP acknowledging Satisfaction and Discharge, when:

(a) either:

(1) all Notes that have been authenticated and delivered (other than (A) Notes which have been destroyed, lost or stolen andwhich have been replaced or paid and (B) Notes for whose payment money has been either deposited in trust or segregated and held intrust by the JCP Parties and thereafter repaid to the JCP Parties or discharged from such trust or paid to any State or the District ofColumbia pursuant to its unclaimed property or similar laws) have been delivered to the Trustee for cancellation; or

(2) all Notes that have not been so delivered to the Trustee for cancellation (A) have become due and payable, (B) will becomedue and payable at their Stated Maturity within one year or (C) are to be called for redemption within one year under arrangementsreasonably satisfactory to the Trustee for the giving of the notice of redemption by the Trustee in the name, and at the expense, of theJCP Parties, and the JCP Parties have deposited or caused or directed to be deposited with the Trustee, as trust funds in trust for thispurpose, (i) money in an amount, or (ii) U.S. Government Obligations which through the scheduled payment of principal and interest inrespect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in anamount, or (iii) a combination thereof, in each case sufficient to pay and discharge, and which shall be applied by the Trustee to pay anddischarge, the entire indebtedness on the Notes not delivered to the Trustee for cancellation, for principal, premium, if any, and accruedand unpaid interest, if any, to, but not including, the date of such

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deposit (in the case of notes that have become due and payable) or maturity or redemption, as the case may be; provided that, withrespect to any redemption pursuant to Section 3.07 hereof the amount deposited shall be sufficient for purposes of this Section 10.01 tothe extent that an amount is so deposited with the Trustee equal to the redemption amount computed using the Treasury Rate as of thethird Business Day preceding the date of such deposit with the Trustee;

(b) the JCP Parties have paid or caused to be paid all other sums payable by the JCP Parties under this Supplemental Indenture; and

(c) the JCP Parties have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each stating that all conditionsprecedent in this Supplemental Indenture relating to the Satisfaction and Discharge have been complied with.

Upon compliance with the foregoing, the Trustee shall execute such instrument(s) as reasonably requested by JCP acknowledging theSatisfaction and Discharge of all of the JCP Parties’ obligations under the Notes, subject to such provisions that shall survive pursuant tothe terms of the Indenture.

Upon the Satisfaction and Discharge, the Base Indenture shall be deemed to be automatically discharged and shall be deemed to haveceased to be of further effect as to the Notes to the same extent as the Supplemental Indenture; provided, however, that the effectiveness ofthe Base Indenture as to any securities other than the Notes shall not be affected. Notwithstanding the Satisfaction and Discharge, theobligations of the JCP Parties to the Trustee under Section 7.07 and, if money has been deposited with the Trustee pursuant toSection 10.01(a)(2), the obligations of the Trustee under Section 8.05, this Section 10.01 and Section 10.02 shall survive.

Section 10.02. Application of Trust Money.

Subject to the provisions of Section 8.05 hereof, all money deposited with the Trustee pursuant to Section 10.01 hereof shall be heldin trust and applied by it, in accordance with the provisions of the Notes and this Supplemental Indenture, to the payment, either directly orthrough any Paying Agent (including the JCP Parties acting as their own Paying Agent) as the Trustee may determine, to the Personsentitled thereto, of the principal, premium, if any, and interest for the payment of which such money has been deposited with the Trustee;but such money need not be segregated from other funds except to the extent required by law.

If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with Section 10.01 hereofby reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining orotherwise prohibiting such application, the JCP Parties’ obligations under this Supplemental Indenture and the Notes shall be revived andreinstated as though no deposit had occurred pursuant to Section 10.01 hereof until such time as the Trustee or Paying Agent is permitted toapply all such money or U.S. Government Obligations in accordance with Section 10.01 hereof; provided that if the JCP Parties have madeany payment of principal of, premium, if any, or interest on, any Notes because of the reinstatement of its obligations, the JCP Parties shallbe subrogated to the rights of the Holders of such Notes to receive such payment from the money or U.S. Government Obligations held bythe Trustee or Paying Agent.

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ARTICLE 11MISCELLANEOUS

Article 11 hereof replaces Article XVI of the Base Indenture in its entirety.

Section 11.01. Trust Indenture Act of 1939.

This Supplemental Indenture shall incorporate and be governed by the provisions of the TIA that are required to be part of and togovern indentures qualified under the TIA.

Section 11.02. Notices.

Any notice or communication to the JCP Parties or the Trustee shall be sufficiently given if written and (a) delivered in person or(b) mailed by first class mail (certified or registered, return receipt requested) or (c) sent by facsimile transmission or (d) sent by overnightair courier guaranteeing next-day delivery, or (e) sent by electronic transmission, in each case addressed as follows:

if to the JCP Parties:

J. C. Penney Corporation, Inc.6501 Legacy DrivePlano, Texas 75024Attention: TreasurerFacsimile No.: (972) 431-2044Email: mporter@jcp.com

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP300 South Grand AvenueSuite 3400Los Angeles, California 90024Attention: Gregg NoelFacsimile No.: (213) 621-5234Email: gregg.noel@skadden.com

if to the Trustee:

Wilmington Trust, National Association50 South 6th StreetSuite 1290Minneapolis, Minnesota 55402Attention: J. C. Penney AdministratorFacsimile No.: (612) 217-5651Email: hfield@wilmingtontrust.com

The JCP Parties or the Trustee, by notice to the others, may designate additional or different addresses and/or facsimile numbers forsubsequent notices or communications.

All notices and communications (other than those sent to Holders) will be deemed to have been duly given: at the time delivered byhand, if personally delivered; three Business Days after being deposited in the mail, postage prepaid, if mailed by first class mail (certifiedor registered, return receipt requested); upon acknowledgment of receipt, if transmitted by facsimile; the next Business Day after timelydelivery to the courier, if sent by overnight air courier guaranteeing next-day delivery; and at the time delivered if sent by electronictransmission.

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Any notice or communication to a Holder shall be mailed by first class mail, certified or registered, return receipt requested, or sent byovernight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar or, with respect to GlobalNotes, to the extent permitted or required by Applicable Procedures, sent electronically. Any notice or communication will also be somailed or sent to any Person described in TIA § 313(c), to the extent required by the TIA. Failure to deliver, mail, transmit or send a noticeor communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders.

If a notice or communication is delivered, mailed, transmitted or sent in the manner provided above within the time prescribed, it isduly given, whether or not the addressee receives it.

If the JCP Parties mail or send a notice or communication to Holders, they will mail or send a copy to the Trustee and each Agent atthe same time.

Where this Supplemental Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled toreceive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holdersshall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance on suchwaiver.

In case it shall be impracticable to give notice in the manner provided above, including by reason of a suspension of regular mailservice, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purposehereunder.

Section 11.03. Communications by Holders with Other Holders.

Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Supplemental Indentureor the Notes. The JCP Parties, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

Section 11.04. Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the JCP Parties to the Trustee to take any action under this Supplemental Indenture, the JCPParties shall furnish to the Trustee:

(1) an Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which must include the statements setforth in Section 11.05 hereof) stating that, in the opinion of the signatory thereto, all conditions precedent and covenants, if any,provided for in this Supplemental Indenture relating to the proposed action have been satisfied or complied with, as applicable; and

(2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which must include the statements setforth in Section 11.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have beensatisfied or complied with, as applicable.

Section 11.05. Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Supplemental Indenture (otherthan the certificate required by Section 4.03(a)) shall include:

(1) a statement that each person signing such certificate or opinion has read such covenant or condition and the definitions hereinrelating thereto;

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(2) a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion containedin such certificate or opinion is based;

(3) a statement that, in the opinion of each such person, he or she has made such examination or investigation as is necessary toenable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied or complied with,as applicable; and

(4) a statement as to whether or not, in the opinion of each such person, such condition or covenant has been satisfied or compliedwith, as applicable.

Section 11.06. Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonablerule and set reasonable requirements for its functions.

Section 11.07. No Personal Liability of Directors, Officers, Employees and Shareholders.

No director, officer, manager, employee, incorporator or direct or indirect partner, member or stockholder, past, present or future, ofthe JCP Parties or any successor entity, as such, will have any liability for any of the JCP Parties’ obligations under the Notes or theIndenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Notewaives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

Section 11.08. Governing Law; Jury Trial Waiver.

THIS SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE DEEMED TO BE CONTRACTS MADE UNDER THELAW OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED INACCORDANCE WITH THE LAW OF SAID STATE.

EACH PARTY HERETO, AND EACH HOLDER OF A NOTE BY ACCEPTANCE THEREOF, HEREBY WAIVES, TOTHE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY INRESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITHTHIS SUPPLEMENTAL INDENTURE.

Section 11.09. No Adverse Interpretation of Other Agreements.

This Supplemental Indenture may not be used to interpret any other indenture, loan or debt agreement of the JCP Parties or theirrespective Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this SupplementalIndenture.

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Section 11.10. Successors.

All agreements of the JCP Parties in this Supplemental Indenture and the Notes will bind its successors. All agreements of the Trusteein this Supplemental Indenture will bind their respective successors.

Section 11.11. Severability.

In case any provision in this Supplemental Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality andenforceability of the remaining provisions will not in any way be affected or impaired thereby, and such provision shall be ineffective onlyto the extent of such invalidity, illegality or unenforceability.

Section 11.12. Counterpart Originals.

The parties may sign any number of copies of this Supplemental Indenture. Each signed copy will be an original, but all of themtogether represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile orelectronic transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may beused in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or electronictransmission shall be deemed to be their original signatures for all purposes.

Section 11.13. Table of Contents, Headings, etc.

The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Supplemental Indenture have beeninserted for convenience of reference only, are not to be considered a part of this Supplemental Indenture and will in no way modify orrestrict any of the terms or provisions of the Indenture.

Section 11.14. Non-Business Days.

If a payment date is not a Business Day, payment shall be made on the next succeeding day that is a Business Day, and no interestshall accrue for the intervening period on any amount that would otherwise have been payable on such payment date if it were a BusinessDay. If a regular record date is not a Business Day, the record date shall not be affected.

Section 11.15. USA PATRIOT ACT

The JCP Parties acknowledge that, in accordance with Section 326 of the Uniting and Strengthening America by ProvidingAppropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 (the “USA PATRIOT ACT”), theTrustee, like all other financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain,verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee.The parties to this Supplemental Indenture agree that they will provide the Trustee with such information as it may request in order for theTrustee to satisfy the requirements of the USA PATRIOT ACT.

[Remainder of page intentionally left blank.]

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SIGNATURES

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date firstwritten above.

J. C. PENNEY CORPORATION, INC.

By: /s/ Michael PorterName: Michael PorterTitle: Vice President, Treasurer

J. C. PENNEY COMPANY, INC.

By: /s/ Edward RecordName: Edward RecordTitle:

Executive Vice President andChief Financial Officer

WILMINGTON TRUST, NATIONALASSOCIATION, as Trustee

By: /s/ Hallie E. FieldName: Hallie E. FieldTitle: Banking Officer

EXHIBIT A

FORM OF NOTE

[Face of Note]

CUSIP/CINS No. ISIN

8.125% Senior Notes due 2019 No. $

J. C. PENNEY CORPORATION, INC.J. C. PENNEY COMPANY, INC.

promises to pay to , or registered assigns,

the principal sum of DOLLARS [(or, in the event of adjustment in accordance with the within-mentionedSupplemental Indenture, such other amount as may be stated from time to time on the “Schedule of Exchanges of Interests in the GlobalNote” attached hereto)]* on October 1, 2019.

Interest Payment Dates: April 1 and October 1

Record Dates: March 15 and September 15

Dated: , 20 * The bracketed language should be included only if the Note is issued in global form .

J. C. PENNEY CORPORATION, INC.

By: Name: Title:

J. C. PENNEY COMPANY, INC.

By: Name: Title:

A-2

This is one of the Notes referred toin the within-mentioned Supplemental Indenture: WILMINGTON TRUST, NATIONAL ASSOCIATION,as Trustee By: Dated:

Authorized Signatory

A-3

[Back of Note]

8.125% Senior Notes due 2019

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Supplemental Indenture (as defined below).]

Capitalized terms used herein have the meanings assigned to them in the Supplemental Indenture referred to below unless otherwiseindicated.

(1) INTEREST. J. C. Penney Corporation, Inc., a corporation organized under the laws of Delaware (the “Corporation”), and J. C.Penney Company, Inc., a corporation organized under the laws of Delaware (the “Company” and, together with JCP, the “JCPParties”), promises to pay interest on the principal amount of this Note at 8.125% per annum from September 15, 2014. The JCPParties will pay interest, if any, semi-annually in arrears on April 1 and October 1 of each year, or if any such day is not a BusinessDay, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recentdate to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existingDefault in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the nextsucceeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further that the firstInterest Payment Date shall be April 1, 2015. The JCP Parties will pay interest (including post-petition interest in any proceeding underany Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the rate equal to the then applicableinterest rate on the Notes to the extent lawful; it will pay interest (including post-petition interest in any proceeding under anyBankruptcy Law) on overdue installments of interest, if any (without regard to any applicable grace periods) from time to time ondemand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

(2) METHOD OF PAYMENT. The JCP Parties will pay interest on the Notes (except defaulted interest), to the Persons who areregistered Holders of Notes at the close of business on the March 15 or September 15 next preceding the Interest Payment Date, even ifsuch Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.13 of theSupplemental Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium, if any, and interest at theoffice or agency of the JCP Parties maintained for such purpose or, at the option of the JCP Parties, payment of interest, if any, may bemade by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer ofimmediately available funds will be required with respect to principal of and interest and premium on, all Global Notes and all otherNotes the Holders of which will have provided wire transfer instructions to the JCP Parties or the Paying Agent. Such payment will bein such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and privatedebts. If a payment date is not a Business Day, payment shall be made on the next succeeding day that is a Business Day, and nointerest shall accrue for the intervening period on any amount that would otherwise have been payable on such payment date if it werea Business Day. If a regular record date is not a Business Day, the record date shall not be affected.

A-4

(3) PAYING AGENT AND REGISTRAR. Initially, Wilmington Trust, National Association, the Trustee, will act as Paying Agent andRegistrar. The JCP Parties may change any Paying Agent or Registrar without notice to any Holder. The JCP Parties or any of theirrespective Subsidiaries may act in any such capacity.

(4) INDENTURE. The JCP Parties issued the Notes under an indenture, dated as of September 15, 2014 (the “Base Indenture” and,with respect only to the Notes, together with a supplemental indenture, dated as of September 15, 2014 (the “Supplemental Indenture”),and including the terms of the Notes, the “Indenture”), among the JCP Parties and the Trustee. The terms of the Notes include thosestated in the Supplemental Indenture and those made part of the Supplemental Indenture by reference to the TIA. The Notes are subjectto all such terms, and Holders are referred to the Supplemental Indenture and the TIA for a statement of such terms. To the extent anyprovision of this Note conflicts with the express provisions of the Base Indenture, the provisions of this Note shall govern and becontrolling, and to the extent any provision of this Note conflicts with the express provisions of the Supplemental Indenture, theprovisions of the Supplemental Indenture shall govern and be controlling. The Indenture does not limit the aggregate principal amountof Notes that may be issued thereunder.

(5) OPTIONAL REDEMPTION. The JCP Parties may redeem the Notes, in whole or in part at any time, and from time to time, priorto the maturity date of the Notes, at their option, at a redemption price equal to the greater of:

(a) 100% of the principal amount of the Notes to be redeemed; and

(b) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive ofinterest accrued to the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day yearconsisting of twelve 30-day months) at the Treasury Rate plus 50 basis points;

plus, in each case, accrued and unpaid interest, if any, thereon to, but not including, the date of redemption. Notwithstanding theforegoing, installments of interest on Notes that are due and payable on interest payment dates falling on or prior to a redemption datewill be payable on the interest payment date to the Holders as of the close of business on the relevant record date.

(6) MANDATORY REDEMPTION. The JCP Parties are not required to make mandatory redemption or sinking fund payments withrespect to the Notes.

(7) OFFER TO REPURCHASE UPON CHANGE OF CONTROL TRIGGERING EVENT. If a Change of Control Triggering Event occurs,unless the JCP Parties have exercised their right to redeem the Notes in full pursuant to Section 3.07 hereof or they have exercised theirright to defease the Notes or satisfy and discharge their obligations under the Notes prior to maturity as described below, the JCPParties will be required to make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (in minimumdenominations of $2,000 and integral multiples of $1,000 principal amount in excess thereof) of such Holder’s Notes at a repurchaseprice in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest, if any, on theNotes repurchased, to, but not including, the date of repurchase (the “Change of Control Payment”). Within 30 days following the dateof any Change of Control Triggering Event, or, at the JCP Parties’ option, prior to any Change of Control Triggering Event but afterthe public announcement of the Change of Control, the JCP Parties shall mail (or in the case of Holders of interests in Global Notes,transmit electronically in accordance with

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Applicable Procedures) a notice to Holders of Notes (and shall provide a copy of such notice to the Trustee) describing the transactionor transactions that constitute the Change of Control Triggering Event and offering to repurchase the Notes on the date specified in thenotice (the “Change of Control Payment Date”), which date shall be no earlier than 30 days and no later than 60 days from the datesuch notice is so mailed or transmitted, pursuant to the procedures required by the Supplemental Indenture and described in suchnotice. The notice shall state, if so mailed or transmitted prior to the date of consummation of the Change of Control, that the offer torepurchase the Notes is conditioned on the Change of Control Triggering Event occurring on or prior to the Change of ControlPayment Date specified in the notice.

(8) NOTICE OF REDEMPTION. Notice of any redemption will be mailed (or, in the case of interests in Global Notes, transmittedelectronically) at least 30 days but not more than 60 days before the redemption date to each Holder of the Notes to be redeemed,except that redemption notices may be given more than 60 days prior to a redemption if the notice is issued in connection with aDefeasance of the Notes pursuant to Section 8.02 of the Supplemental Indenture or a Satisfaction or Discharge pursuant toSection 10.01 of the Supplemental Indenture. Subject to JCP Parties’ compliance with the first paragraph of Section 3.05 of theSupplemental Indenture, interest on the Notes or the portions of Notes called for redemption ceases to accrue on and after theredemption date.

(9) PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.

(10) MODIFICATION. The Indenture may be amended or supplemented as provided in the Supplemental Indenture.

(11) DEFAULTS AND REMEDIES. The Events of Default relating to the Notes are defined in Section 6.01 of the SupplementalIndenture. If an Event of Default (other than an Event of Default specified in clause (4) or (5) in Section 6.01 of the SupplementalIndenture) occurs and is continuing then, and in every such case, the Trustee or the Holders of not less than 25% in Principal Amountof the outstanding Notes may declare the principal of and all accrued and unpaid interest, if any, on the outstanding notes to beimmediately due and payable, by a notice in writing to the JCP Parties (and to the Trustee if given by Holders of Notes), and upon anysuch declaration such principal, together with accrued and unpaid interest, if any, thereon, shall become immediately due and payable.If an Event of Default specified in clause (4) or (5) in Section 6.01 of the Supplemental Indenture occurs and is continuing then, and inevery such case, the principal of and all accrued and unpaid interest, if any, on the outstanding Notes shall automatically, and withoutdeclaration or other action on the part of the Trustee or any Holder of Notes, become immediately due and payable. Holders may notenforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregateprincipal amount of the then outstanding Notes may, by written notice to the Trustee, direct the Trustee in its exercise of any trust orpower. The Trustee may withhold from Holders notice of any continuing default (except a default in payment of principal, premium orinterest, if any) if it determines in good faith that withholding notice is in the interests of the Holders in accordance with Section 7.05 ofthe Supplemental Indenture.

(12) TRUSTEE DEALINGS WITH THE JCP PARTIES. The Trustee, in its individual capacity or any other capacity, may make loans to,accept deposits from, and perform service for the JCP Parties or their respective Affiliates, and may otherwise deal with the JCP Partiesor their respective Affiliates, as if they were not the Trustee. However, in the event that the Trustee

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acquires any conflicting interest, as defined under the TIA, it must eliminate such conflict within 90 days, apply to the SEC forpermission to continue as trustee or resign as provided in the TIA. Any Agent may do the same with like rights and duties. The Trusteeis also subject to and entitled to the benefits of Article 7 of the Supplemental Indenture with respect to the Notes.

(13) NO RECOURSE AGAINST OTHERS. No director, officer, manager, employee, incorporator or direct or indirect partner, memberor stockholder, past, present or future, of the JCP Parties or any successor entity, as such, will have any liability for any of the JCPParties’ obligations under the Notes or the Indenture or for any claim based on, in respect of, or by reason of such obligations or theircreation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of theconsideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

(14) AUTHENTICATION. This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticatingagent.

(15) CUSIP/CINS NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security IdentificationProcedures, the JCP Parties have caused CUSIP/CINS numbers to be printed on the Notes, and the Trustee may use CUSIP/CINSnumbers in notices (including any notice of redemption or exchange) as a convenience to Holders. No representation is made as to theaccuracy of such numbers either as printed on the Notes or as contained in any notice, and reliance may be placed only on the otheridentification numbers placed thereon.

(16) GOVERNING LAW. THE SUPPLEMENTAL INDENTURE AND THIS NOTE SHALL BE DEEMED TO BECONTRACTS MADE UNDER THE LAW OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BEGOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF SAID STATE.

The JCP Parties will furnish to any Holder upon written request and without charge a copy of the Base Indenture and theSupplemental Indenture. Requests may be made to:

J. C. Penney Corporation, Inc.J. C. Penney Company, Inc.6501 Legacy DrivePlano, Texas 75024Attention: TreasurerFacsimile No.: (972) 431-2044Email: mporter@jcp.com

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ASSIGNMENT FORM

To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to:

(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint totransfer this Note on the books of the JCP Parties. The agent may substitute another to act for him. Date:

Your Signature: (Sign exactly as your name appears on the face of this Note)

Signature Guarantee*: * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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Option of Holder to Elect Purchase

If you want to elect to have this Note purchased by the JCP Parties pursuant to Section 4.08 of the Supplemental Indenture, check thebox below:

¨ Section 4.08

If you want to elect to have only part of the Note purchased by the JCP Parties pursuant to Section 4.08 of the SupplementalIndenture, state the amount you elect to have purchased:

$ Date:

Your Signature: (Sign exactly as your name appears on the face of this Note)

Tax Identification No.: Signature Guarantee*: * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE *

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges ofa part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

Date of Exchange

Amount ofdecrease in

Principal Amountof this Global Note

Amount ofincrease in

Principal Amountof

this Global Note

Principal Amountof this Global Note

following suchdecrease

(or increase)

Signature ofauthorized officer

of Trustee orCustodian

* This schedule should be included only if the Note is issued in global form .

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Exhibit 5.1

[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]

September 15, 2014

J.C. Penney Company, Inc.6501 Legacy DrivePlano, Texas 75024 Re: J. C. Penney Corporation, Inc. and J. C. Penney Company, Inc. Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special counsel to J. C. Penney Company, Inc., a Delaware corporation (the “Company”), in connection withthe public offering of $400,000,000 aggregate principal amount of 8.125% Senior Notes due 2019 of J. C. Penney Corporation, Inc., aDelaware corporation (the “Corporation” and, together with the Company, the “Opinion Parties”), for which the Company is a co-obligor(the “Securities”), issuable under the Indenture, dated as of September 15, 2014 (the “Base Indenture”), among the Opinion Parties andWilmington Trust, National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as ofSeptember 15, 2014 (the “First Supplemental Indenture,” and the Base Indenture, as so supplemented, the “Indenture”), among the OpinionParties and the Trustee. On September 10, 2014 the Company entered into an Underwriting Agreement (the “Underwriting Agreement”),with J.P. Morgan Securities LLC, as representative of the several underwriters named therein (the “Underwriters”), relating to the sale bythe Opinion Parties to the Underwriters of the Securities.

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the SecuritiesAct of 1933, as amended (the “Securities Act”).

In rendering the opinions set forth herein, we have examined and relied on the following:

(i) the registration statement on Form S-3 (File No. 333-188106) of the Opinion Parties relating to the Securities and othersecurities of the Opinion Parties filed with the Securities and Exchange Commission (the “Commission”) on April 24,2013 under the Securities Act allowing for delayed offerings pursuant to Rule 415 of the General Rules and Regulationsunder the Securities Act (the “Rules and Regulations”),

J.C. Penney Company, Inc.September 15, 2014Page 2

including information deemed to be a part of the registration statement pursuant to Rule 430B of the Rules and Regulations(such registration statement, being hereinafter referred to as the “Registration Statement”);

(ii) the prospectus, dated April 24, 2013 (the “April Base Prospectus”), which forms a part of and is included in theRegistration Statement;

(iii) the prospectus supplement, dated August 26, 2013, supplementing the April Base Prospectus, in the form filed with theCommission pursuant to Rule 424(b) of the Rules and Regulations;

(iv) the prospectus supplement, dated September 10, 2014, relating to the offering of the Securities, in the form filed with theCommission pursuant to Rule 424(b) of the Rules and Regulations;

(v) the global certificate evidencing the Securities (the “Note Certificate”) in the form delivered by the Company to theTrustee for authentication and delivery;

(vi) executed copies of the Base Indenture and the First Supplemental Indenture;

(vii) an executed copy of the Underwriting Agreement;

(viii) an executed copy of a certificate of Janet L. Dhillon, Executive Vice President, General Counsel and Secretary of each ofthe Opinion Parties, dated the date hereof (the “Secretary’s Certificate”);

(ix) a copy of the Restated Certificate of Incorporation of the Company, certified by the Secretary of State of the State ofDelaware as of September 8, 2014, and certified pursuant to the Secretary’s Certificate;

(x) a copy of the Restated Certificate of Incorporation of the Corporation, certified by the Secretary of State of the State ofDelaware as of September 8, 2014, and certified pursuant to the Secretary’s Certificate;

(xi) a copy of the By-laws of the Company, as amended and in effect as of the date hereof, certified pursuant to the Secretary’sCertificate;

(xii) a copy of the By-laws of the Corporation, as amended and in effect as of the date hereof, certified pursuant to theSecretary’s Certificate;

J.C. Penney Company, Inc.September 15, 2014Page 3

(xiii) copies of certain resolutions of the Board of Directors of the Company, and the Finance and Planning Committee of the

Board of Directors, adopted on July 22, 2014 and September 4, 2014, respectively, certified pursuant to the Secretary’sCertificate;

(xiv) a copy of the resolutions of the Board of Directors of the Corporation, adopted on September 8, 2014, certified pursuant tothe Secretary’s Certificate; and

(xv) a copy of the resolutions of the Chief Financial Officer of the Company, adopted on September 10, 2014, certifiedpursuant to the Secretary’s Certificate.

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the OpinionParties and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the OpinionParties and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions set forth below.

In our examination, we have assumed the genuineness of all signatures, including endorsements, the legal capacity andcompetency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of alldocuments submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. As toany facts relevant to the opinions stated herein that we did not independently establish or verify, we have relied upon statements andrepresentations of officers and other representatives of the Opinion Parties and others and of public officials.

Our opinions set forth herein are limited to the General Corporation Law of the State of Delaware (the “DGCL”) and the laws ofthe State of New York that, in our experience, are applicable to transactions of the type covered by the Underwriting Agreement, theIndenture and the Securities and, to the extent that judicial or regulatory orders or decrees or consents, approvals, licenses, authorizations,validations, filings, recordings or registrations with governmental authorities are relevant, to those required under such laws (all of theforegoing being referred to as “Opined on Law”). We do not express any opinion with respect to the law of any jurisdiction other thanOpined on Law or as to the effect of any such non-Opined on Law on the opinions herein which laws are subject to change with possibleretroactive effect.

The Indenture and the Note Certificate are referred to herein together as the “Transaction Agreements.”

Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are ofthe opinion that the Securities have been duly authorized by all requisite corporate action on the part of the Opinion Parties and dulyexecuted

J.C. Penney Company, Inc.September 15, 2014Page 4 by the Opinion Parties under the DGCL, and when duly authenticated by the Trustee and issued and delivered by the Opinion Partiesagainst payment therefor in accordance with the terms of the Underwriting Agreement and the Indenture, the Securities will constitute validand binding obligations of each of the Opinion Parties entitled to the benefits of the Indenture and enforceable against each of the OpinionParties in accordance with their terms under the laws of the State of New York.

The opinions stated herein are subject to the following qualifications:

(a) the opinions stated herein are limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer,preference and other similar laws affecting creditors’ rights generally, and by general principles of equity (regardless of whetherenforcement is sought in equity or at law);

(b) except to the extent expressly stated in the opinions contained herein, we do not express any opinion with respect to the effecton the opinions stated herein of (i) the compliance or non-compliance of any party to any of the Transaction Agreements with any laws,rules or regulations applicable to such party or (ii) the legal status or legal capacity of any such party to any of the TransactionAgreements;

(c) except to the extent expressly stated in the opinions contained herein, we have assumed that each of the TransactionAgreements constitutes the valid and binding obligation of each party to such Transaction Agreement, enforceable against such party inaccordance with its terms;

(d) we do not express any opinion with respect to the enforceability of any provision contained in any Transaction Agreementrelating to any indemnification, contribution, exculpation, release or waiver that may be contrary to public policy or violative of federalor state securities laws, rules or regulations; and

(e) to the extent that any opinion relates to the enforceability of the choice of New York law and choice of New York forumprovisions contained in any Transaction Agreement, the opinions stated herein are subject to the qualification that such enforceabilitymay be subject to, in each case, (i) the exceptions and limitations in New York General Obligations Law sections 5-1401 and 5-1402,and (ii) principles of comity or constitutionality.

In addition, in rendering the foregoing opinions, we have assumed that neither the execution and delivery by each of the OpinionParties of the Transaction Agreements nor the consummation by each of the Opinion Parties of the issuance and sale of the Securitiescontemplated thereby: (i) constitutes or will constitute a violation of, or a default under, any lease, indenture, instrument or other agreementto which either of the Opinion Parties or its property is subject, (ii) contravenes or will contravene any order or decree of any governmental

J.C. Penney Company, Inc.September 15, 2014Page 5 authority to which either of the Opinion Parties or any of its property is subject, (iii) violates or will violate any law, rule or regulation towhich either Opinion Party or its property is subject or (iv) requires or will require the consent, approval, licensing or authorization of, orany filing, recording or registration with, any governmental authority under any law, rule or regulation of any jurisdiction.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Company’s Current Report on Form 8-K, being filed on the date hereof, and incorporated by reference into the Registration Statement. We hereby consent to the reference to ourfirm under the caption “Legal Matters” in the prospectus supplement dated September 10, 2014 and filed with the Commission. In givingthis consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of theSecurities Act or the Rules and Regulations. This opinion is expressed as of the date hereof unless otherwise expressly stated, and wedisclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes inapplicable law.

Very truly yours,

/s/ Skadden, Arps, Slate, Meagher & Flom LLP

Exhibit 12

J. C. PENNEY COMPANY, INC.RATIO OF EARNINGS TO FIXED CHARGES

(Unaudited)

Six Months Ended

August 2, 2014 ($ in millions) Income/(loss) from continuing operations before income taxes $ (520) Fixed charges:

Net interest expense 203 Interest income included in net interest — Loss on extinguishment of debt, bond premiums and unamortized costs — Estimated interest within rental expense(1) 49 Capitalized interest —

Total fixed charges: 252 Capitalized interest —

Total earnings available for fixed charges $ (268) Ratio of earnings to fixed charges (1.1)

Deficiency of earnings to cover fixed charges 520

(1) Estimate of interest within rental expense is calculated under the assumption that one-third of rent expense is representative of interest

costs.