SIXTH AMENDMENT TO AMENDED AND RESTATED CONSUMER CREDIT CARD PROGRAM AGREEMENT

Beginning with the third calendar quarter of 2015, within ten (10) business days prior to the end of each of the first three calendar quarters of a calendar year, Bank shall prepare and provide to JCPenney a current written forecast of the sum of Indebtedness on Accounts as of December 31^st of the current calendar year (each a “Quarterly Projection”). The Quarterly Projection will be prepared based upon assumptions reflecting operating strategies and business and marketing initiatives of JCPenney and Bank and anticipated performance of the Program, taking into consideration forecasts of factors including, but not limited to, payment rates and the influence of the economy on the same. The parties acknowledge and agree that each such Quarterly Projection provided pursuant to this Schedule 4.7 shall be based solely on Bank’s projections and forecasts and shall not constitute any guaranty of actual results.

If any Quarterly Projection is less than four billion four hundred million dollars ($4,400,000,000), Bank will provide JCPenney ten (10) business days from receipt of the Quarterly Projection to review the Quarterly Projection and JCPenney may provide Bank with any additional information it believes Bank should consider and Bank will have seven (7) business days thereafter to revise the Quarterly Projection based on such information, if Bank deems appropriate.

With respect to each Quarterly Projection provided by Bank to JCPenney pursuant to this Schedule 4.7 (or, if applicable, a revised Quarterly Projection prepared and delivered by Bank in accordance with subsection (b) above), if such Quarterly Projection forecasts that the sum of Indebtedness on Accounts will be greater than four billion four hundred million dollars ($4,400,000,000) as of December 31^st of such calendar year, then, for that calendar quarter, Bank shall pay to JCPenney, within twenty-five calendar days after the close of such calendar quarter, an amount equal to the product of (i) the Performance Payment (as such term is defined in subsection (g) below) and (ii) twenty-five percent (25%). If the Quarterly Projection forecasts that the Indebtedness on Accounts will be less than four billion four hundred million dollars ($4,400,000,000) as of December 31^st of such calendar year, then no payment will be owed by Bank for such calendar quarter. Notwithstanding the above, on or before July 25^th, 2015, Bank shall pay to JCPenney for the first and second calendar quarter of 2015, a payment equal to the product of (i) the Performance Payment and (ii) fifty percent (50%).

With respect to the fourth calendar quarter of a calendar year, if the sum of Indebtedness on Accounts as of December 31^st of such calendar year just ended is greater than four billion dollars ($4,000,000,000), then Bank shall pay to JCPenney on or before January 25^th of the next calendar year, an amount equal to (i) the Performance Payment, minus (ii) any amounts already paid to JCPenney under this Schedule 4.7, for the calendar year just ended. For the avoidance of doubt, the parties acknowledge and agree that Bank’s obligation to pay the Performance Payment (minus any amounts already paid to JCPenney under this Schedule 4.7 for the calendar year just ended) on or before January 25^th of the next calendar year is to be made without regard to any of the Quarterly Projection(s) previously made by Bank.¹ If the sum of Indebtedness on Accounts as of December 31^st of the calendar year just ended is less than four billion dollars ($4,000,000,000), then no payments will be owed by Bank for such fourth quarter.

Upon any termination of the Agreement, no payments will be owed by Bank for any calendar quarter or calendar year after such termination (and if termination occurs in the middle of a quarter, no payments will be owed for such quarter in which termination occurs).

For the avoidance of doubt, JCPenney shall never be obligated to repay any payments made in the first three quarters of a calendar year pursuant to this Schedule 4.7, regardless of future forecasts or actual results, absent an error discovered by either party that requires an adjustment to a Performance Payment previously paid.

Bank projected the amount of the sum of Indebtedness for any of the previous calendar quarters as not exceeding $4,400,000,000 and as a result was not required to pay the quarterly payment in any of such calendar quarters, but the Sum of Indebtedness exceeded $4,000,000,000 at the end of calendar year, the full amount of the Performance Payment (minus any amounts already paid to JCPenney under this Schedule 4.7 for the calendar year just ended) would be made to JCPenney (regardless of the forecasts contained in any of the prior Quarterly Projections from that calendar year); and

Bank projected the amount of the sum of Indebtedness for two of the three previous calendar quarters as not exceeding $4,400,000,000 and as a result was not required to pay a quarterly payment in two of the previous calendar quarters, but the Sum of the Indebtedness at the end of the calendar year exceeded $4,000,000,000, the Performance Payment would be made and only be adjusted by the quarterly payment actually paid by Bank (regardless of the forecasts contained in any of the prior Quarterly Projections from the calendar year).

“Performance Payment” shall mean sixty million dollars ($60,000,000) for calendar years 2015 and 2016, eighty-five million dollars ($85,000,000) for calendar years 2017 and 2018, and twenty-five million dollars ($25,000,000) for the calendar year of 2019.