exv10w23wb






Exhibit 10.23(b)




Pages where confidential treatment has been requested are stamped:

“Confidential treatment has been requested.

Redacted material has been separately filed with the Commission.”

All redacted material has been marked by the symbol: [***].




Exhibit 10.23(b) —



Exhibits and Schedules to Second Lien Loan and Security Agreement among Sankaty Advisors,

LLC, The Bon-Ton Department Stores, Inc., The Elder-Beerman Stores Corp. and the other credit

parties and lender parties thereto



-1-









 





Schedule 1.1(b)




Restricted Investments Existing on the Closing Date



None.



-2-









 





Confidential treatment has been requested.

Redacted material has been separately filed with the Commission.




Schedule 7.2.1



Secondary Operating Deposit Accounts


Deposit Accounts for which daily funds consolidation into the Borrower’s account is not required:




	 	 	 	 	 
	Bank Name	 	Account Name	 	Account Number
	JP Morgan Chase Bank, N.A.

	 	The Bon-Ton Giftco Inc
	 	[***]
	M & T Bank

	 	The Bon Ton Stores Inc
	 	[***]
	National City Bank (1)

	 	The Bon Ton Dept Stores ARP
	 	[***]
	Wachovia Bank

	 	The Bon Ton Trade Corp
	 	[***]








 




			
	1	 	Due to the recent acquisition of National City Bank by PNC Bank and the
on-going merger of their operations, this account will be converted to a PNC Bank
account in April 2010. At that time, the account number will be changed by PNC Bank to
conform to the account number structure in the PNC Bank system.




-3-









 










Schedule 7.3




Mortgaged Real Estate



	 	 	 	 	 	 	 
	Store	 	 	 	 	 	 
	Number	 	Nameplate	 	Store Name	 	Address
	4

	 	Bon-Ton
	 	Lewistown
	 	111 East Market Street, Lewistown, PA

17044
	 
	 	 	 	 	 	 
	31

	 	Bon-Ton
	 	Camp Hill
	 	3525 Gettysburg Road, Camp Hill, PA

17011
	 
	 	 	 	 	 	 
	36

	 	Bon-Ton
	 	Greensburg
	 	Westmoreland Mall, 5256 Route 30,

Greensburg, PA 15601
	 
	 	 	 	 	 	 
	40

	 	Bon-Ton
	 	Frackville
	 	Schuylkill Mall, Frackville, PA 17931
	 
	 	 	 	 	 	 
	135

	 	Elder-Beerman
	 	Middletown
	 	3459 Town Mall Boulevard, Franklin, OH

45005
	 
	 	 	 	 	 	 
	188

	 	Elder-Beerman
	 	Salem Furniture
	 	5370 Salem Avenue, Dayton, OH 45426
	 
	 	 	 	 	 	 
	327

	 	Herberger’s
	 	Holiday Village — Great
Falls
	 	1200 10th Avenue S, Great Falls, MT

59405
	 
	 	 	 	 	 	 
	491

	 	Younkers
	 	Green Bay Distribution

Facility
	 	1300 North Quincy Street, Green Bay, WI

54302
	 
	 	 	 	 	 	 
	501

	 	Bergner’s
	 	Eastland Mall
	 	1601 Empire Street, Bloomington, IL 61701
	 
	 	 	 	 	 	 
	503

	 	Bergner’s
	 	East Court Village
	 	3536 Court Street, Pekin, IL 61554
	 
	 	 	 	 	 	 
	507

	 	Bergner’s
	 	Quincy Mall
	 	3347 Broadway, Quincy, IL 62301
	 
	 	 	 	 	 	 
	508

	 	Bergner’s
	 	Hickory Point Mall
	 	1005 Hickory Point Mall, Forsyth, IL

62535
	 
	 	 	 	 	 	 
	514

	 	Carson Pirie Scott
	 	Northgate Shopping Center
	 	970 North Lake Street, Aurora, IL 60506
	 
	 	 	 	 	 	 
	549

	 	Carson Pirie Scott
	 	Marquette Mall
	 	305 West US Highway 20, Michigan City,

IN 46360
	 
	 	 	 	 	 	 
	572

	 	Parisian
	 	Meadowbrook Village
	 	400 North Adams Road, Rochester Hills,

MI 48309
	 
	 	 	 	 	 	 
	573

	 	Parisian
	 	Partridge Creek
	 	17480 Hall Road, Clinton, MI 48038






-4-









 






Schedule 8.2.1




Existing Credit Card Arrangements




	1.	 	The Purchase and Sale Agreement between The Bon-Ton Stores, Inc. and HSBC Bank Nevada,
N.A., dated June 20, 2005, as amended.
	 
	2.	 	The Credit Card Program Agreement between The Bon-Ton Stores, Inc. and HSBC Bank
Nevada, N.A., dated June 20, 2005, as amended on March 5, 2006, December 15, 2006 and
August 4, 2009.
	 
	3.	 	The Bank Card Merchant Agreement between The Bon-Ton Department Stores, Inc. and Fifth
Third Bank, dated May 13, 2004, as amended.
	 
	4.	 	The Agreement for American Expressâ Card Acceptance between The Bon-Ton
Department Stores, Inc. and American Express Travel Related Services Company, Inc., dated
December 13, 2005, as amended.
	 
	5.	 	The Merchant Services Agreement between The Bon-Ton Department Stores, Inc. and
Discover Financial Services LLC, dated March 3, 2006, as amended.




-5-









 











Confidential treatment has been requested.

Redacted material has been separately filed with the Commission.




Schedule 8.5



Deposit Accounts



	 	 	 	 	 
	 	 	Account Name	 	 
	Bank Name	 	(as it appears on bank statement)	 	Account Number
	Ameriserv Financial

	 	The Bon Ton Department Stores Inc
	 	[***]
	Bank of America, NA

	 	The Bon-Ton Dept Stores Inc FBO Bank of
America, N.A.
	 	[***]
	Bank of America, NA

	 	The Bon-Ton Department Stores, Inc
	 	[***]
	Bank of America NA

	 	Bon Ton Dept Str.-G/L Dept FBO Bank of America,
N.A.
	 	[***]
	Bank of America NA

	 	The Elder-Beerman Stores Corp.
	 	[***]
	Baylake Bank

	 	Bon-Ton Department Stores Inc
	 	[***]
	Berkshire Bank

	 	The Bon Ton Department Stores Inc
	 	[***]
	Canandaigua National Bank & Trust

	 	The Bon-Ton Department Stores, Inc. #96 Eastview
	 	[***]
	Central State Bank

	 	The Bon-Ton Department Stores Inc Younkers
Store 173
	 	[***]
	Century National Bank

	 	The Elder Beerman Stores Corp
	 	[***]
	Chemical Bank

	 	General Electric Capital Corporation Re: The
Elder-Beerman Stores Corp
	 	[***]
	Chemung Canal Trust Company

	 	The Bon Ton Stores Inc 84 Elmira
	 	[***]
	Chemung Canal Trust Company

	 	The Bon Ton Dept Stores Inc
	 	[***]
	Chittenden Bank

	 	The Bon Ton Department Store Inc
	 	[***]
	Citizens Bank

	 	Citibank N A Re The Elder-Beerman Stores Corp
	 	[***]
	Citizens Bank

	 	The Bon-Ton Stores Inc
	 	[***]
	Citizens Bank

	 	The Bon Ton Dept Stores
	 	[***]
	Clearfield Bank & Trust Company

	 	The Bon-Ton Department Stores Inc Re: The
Elder-Beerman Stores Corp
	 	[***]
	Dollar Bank

	 	The Bon Ton Department Stores, Inc FBO Bank of
America NA
	 	[***]
	Fairfield National Bank

	 	The Elder-Beerman Stores Corp Store #125
	 	[***]
	Farmers & Merchants Bank & Trust

	 	Bon-Ton Dept Stores Inc
	 	[***]
	Fifth Third

	 	The Elder Beerman Stores Corp FBO Bank of
America NA
	 	[***]
	First Bank Richmond

	 	Elder Beerman Stores Corp For Benef Bank of
America
	 	[***]
	First Columbia Bank & Trust Co.

	 	The Bon-Ton Department Stores Inc #28 Bloomsburg
	 	[***]
	First Financial Bank

	 	Elder Beerman Indiana LP
	 	[***]
	First Midwest Bank

	 	Elder-Berman Stores Corp
	 	[***]
	First National Bank

	 	The Bon-Ton Dept. Stores Inc.
	 	[***]
	First National Bank of Pennsylvania

	 	BonTon Department Stores Inc #04 Lewistown
	 	[***]
	First United Bank & Trust

	 	The Bon Inc
	 	[***]






-6-









 






Confidential treatment has been requested.

Redacted material has been separately filed with the Commission.




	 	 	 	 	 
	Bank Name	 	Account Name	 	Account Number
	Harris Bank NA

	 	Elder-Beerman Stores Corp
	 	[***]
	Heartland Business Bank

	 	The Elder-Beerman Stores Corp Boston Store #140
	 	[***]
	Hometown National Bank

	 	The Bon-Ton Dept Stores Inc
	 	[***]
	HSBC

	 	The Bon Ton Department Stores Inc #63 Sheridan
	 	[***]
	HSBC

	 	The Bon Ton Department Stores Inc R #62
Eastern Hills
	 	[***]
	JP Morgan Chase Bank, N.A.

	 	The Bon-Ton Dept Stores Inc
	 	[***]
	JP Morgan Chase Bank, N.A.

	 	The Bon-Ton Department Stores Inc
	 	[***]
	JP Morgan Chase Bank, N.A.

	 	The Bon-Ton Department Stores Inc
	 	[***]
	JP Morgan Chase Bank, N.A.

	 	The Bon-Ton Giftco Inc
	 	[***]
	JP Morgan Chase Bank, N.A.

	 	The Bon-Ton Dept Stores Inc Expense
	 	[***]
	JP Morgan Chase Bank, N.A.

	 	The Bon-Ton Dept Stores Inc Merchandise
	 	[***]
	JP Morgan Chase Bank, N.A.

	 	The Bon-Ton Dept Stores Inc Payroll
	 	[***]
	JP Morgan Chase Bank, N.A.

	 	The Bon-Ton Department Stores Inc
	 	[***]
	JP Morgan Chase Bank, NA

	 	General Electric Capital Corp RE: The
Elder-Beerman Stores Corp
	 	[***]
	Key Bank

	 	The Bon Ton Dept Stores Inc
	 	[***]
	Keystone Nazareth Bank & Trust

	 	The Bon Ton Department Stores Inc #40 & #77
Frackville
	 	[***]
	Lake City Bank

	 	Elder-Beerman Stores Corp FBO Bank of America
N A
	 	[***]
	M & T Bank

	 	The Bon-Ton Dept Stores Inc DBA The Bon-Ton #27
	 	[***]
	M & T Bank

	 	The Bon-Ton Stores Inc
	 	[***]
	M & T Bank

	 	The Bon Ton Stores Inc
	 	[***]
	M & T Bank

	 	The Bon Ton Stores Inc
	 	[***]
	M & T Bank

	 	The Bon Ton Dept Store Inc
	 	[***]
	M & T Bank

	 	Bon Ton Inc
	 	[***]
	M & T Bank

	 	The Bon Ton Stores Inc
	 	[***]
	Marshall & Ilsley Bank

	 	The Elder-Beerman Stores Corp FBO Bank of
America
	 	[***]
	Monroe Bank & Trust

	 	The Elder-Beerman Stores Corp
	 	[***]
	National City Bank (1)

	 	The Bon Ton Stores Inc 15
	 	[***]
	National City Bank

	 	General Electric Capital Corp RE: The Elder
Beerman Stores Corp
	 	[***]
	National City Bank (1)

	 	The Bon Ton Stores Inc
	 	[***]
	National City Bank

	 	Elder Beerman
	 	[***]
	National City Bank

	 	The Bon Ton Dept Stores ARP
	 	[***]
	National Exchange Bank & Trust

	 	The Elder-Beerman Stores Corporation FBO Bank
of America NA
	 	[***]
	Nittany Bank

	 	The Bon Ton Department Stores Inc State
College Store #70
	 	[***]
	Northwest Savings Bank

	 	The Bon-Ton Department Stores Inc
	 	[***]






-7-









 






Confidential treatment has been requested.

Redacted material has been separately filed with the Commission.




	 	 	 	 	 
	Bank Name	 	Account Name	 	Account Number
	Park National Bank

	 	The Elder Beerman Stores FBO Bank of America,
N.A.
	 	[***]
	Pennstar Bank

	 	The Bon Ton Department Store 41 Steamtown
	 	[***]
	Peoples Bancorp/Peoples Bank N.A.

	 	General Electric Capital Corp RE: The
Elder-Beerman Stores Corp
	 	[***]
	PNC Bank

	 	The Bon Ton Dept Store Inc # 80 Phillipsburg
	 	[***]
	PNC Bank (1)

	 	The Bon Ton Dept Stores Inc
	 	[***]
	Regions Bank

	 	The Elder Beerman Stores Corp
	 	[***]
	S & T Bank

	 	The Bon-Ton Department Stores Inc FBO Bank of
America NA #36 Greensburg
	 	[***]
	Southern Michigan Bank & Trust

	 	The Elder-Beerman Stores Corp FBO Bank of
America N A
	 	[***]
	Sovereign Bank

	 	The Bon Ton Department Stores Inc #35 Reading
	 	[***]
	Star Financial Bank

	 	Elder Beerman Stores Corp Fbo Bank of America Na
	 	[***]
	Susquehanna Bank

	 	The Bon Ton Stores Inc
	 	[***]
	Susquehanna Bank

	 	The Bon-Ton Department Stores Inc #6
	 	[***]
	TD Bank, N.A.

	 	The Bon Ton Department Stores Inc
	 	[***]
	TD Banknorth N.A.

	 	The Bon Ton Department Stores Inc
	 	[***]
	TD Banknorth, N.A.

	 	The Bon Ton Department Stores Inc No 33 Concord
	 	[***]
	The Huntington National Bank

	 	General Electric Capital Corp RE Elderbeerman
Stores Corp
	 	[***]
	The Huntington National Bank

	 	The Bon Ton Deptmnt Stores Inc
	 	[***]
	The Huntington National Bank

	 	General Electric Capital Corp
	 	[***]
	The State Bank & Trust Company

	 	Elder Beerman
	 	[***]
	Trustco Bank

	 	The Bon Ton Department Store Inc Store #19
	 	[***]
	U.S. Bank, N.A.

	 	The Bon-Ton Dept Stores Inc
	 	[***]
	United Bank

	 	Elder-Beerman West Virginia Inc
	 	[***]
	US Bank

	 	The Elder-Beerman Store
	 	[***]
	US Bank

	 	The Bon-Ton Trade, LLC
	 	[***]
	Wachovia

	 	The Bon-Ton Dept Stores Inc Bon Ton Store #29
Doing-Bus-As
	 	[***]
	Wachovia

	 	The Bon-Ton Department Stores Inc
	 	[***]
	Wachovia

	 	The BonTon Department Stores Inc
	 	[***]
	Wachovia

	 	The Bon Ton Trade Corp
	 	[***]
	Washington Federal Savings Bank

	 	The Bon-Ton Department Stores
	 	[***]
	Wells Fargo Bank, N.A.

	 	The Bon-Ton Department Stores, Inc.
	 	[***]
	Wells Fargo Bank, N.A.

	 	The Elder-Beerman Stores Corp General Electric
Capital Corp-Agent
	 	[***]
	WoodTrust Bank, N.A.

	 	General Electric Capital Corp The Elder-Beerman
Stores Corp
	 	[***]






-8-









 






Confidential treatment has been requested.

Redacted material has been separately filed with the Commission.






 




			
	1	 	These two National City Bank accounts will be closed by the end of November, 2009.
The store deposit activity for which they are currently being used will be moved to PNC Bank
account number [***] (also listed above).






-9-











 





Confidential treatment has been requested.

Redacted material has been separately filed with the Commission.




Schedule 8.5 (a)



Excluded Deposit and Disbursement Accounts




	(i)	 	Deposit Accounts used exclusively for payroll, payroll taxes and employee benefits:





	 	 	 	 	 
	Bank Name	 	Account Name	 	Account Number
	JP Morgan Chase Bank, N.A.

	 	The Bon-Ton Dept Stores Inc Payroll
	 	[***]







	(ii)	 	Disbursement accounts of the Obligors:





	 	 	 	 	 
	Bank Name	 	Account Name	 	Account Number
	JP Morgan Chase Bank, N.A.

	 	The Bon-Ton Dept Stores Inc Expense
	 	[***]
	JP Morgan Chase Bank, N.A.

	 	The Bon-Ton Dept Stores Inc Merchandise
	 	[***]
	Wachovia Bank

	 	The BonTon Department Stores Inc
	 	[***]






-10-









 






Confidential treatment has been requested.

Redacted material has been separately filed with the Commission.




Schedule 8.5 (b)



Excluded Trust Accounts



Trust Account of The Bon-Ton Trade, LLC:




	 	 	 	 	 
	Bank Name	 	Account Name	 	Account Number
	US Bank

	 	The Bon-Ton Trade, LLC
	 	[***]






-11-









 






Schedule 8.6.1




Chief Executive Offices and Other Locations of Collateral



Chief Executive Offices:




	 	 	 
	Obligor and Subsidiaries	 	Chief Executive Office
	The Bon-Ton Stores, Inc.
	 	2801 East Market Street, York, PA  17402
	The Bon-Ton Department Stores, Inc.
	 	2801 East Market Street, York, PA  17402
	The Bon-Ton Giftco, Inc.
	 	2801 East Market Street, York, PA  17402
	The Bon-Ton Stores of Lancaster, Inc.
	 	2801 East Market Street, York, PA  17402
	The Bon-Ton Trade, LLC
	 	300 Delaware Avenue, Suite 12122, Wilmington, DE 19801
	The Elder-Beerman Stores Corp.
	 	2801 East Market Street, York, PA  17402
	Bon-Ton Distribution, Inc.
	 	2801 East Market Street, York, PA  17402
	McRIL, LLC
	 	2801 East Market Street, York, PA  17402
	Carson Pirie Scott II, Inc.
	 	2801 East Market Street, York, PA  17402
	The Bon-Ton Properties—Eastview G.P., Inc.
	 	2801 East Market Street, York, PA  17402
	The Bon-Ton Properties—Marketplace G.P., Inc.
	 	2801 East Market Street, York, PA  17402
	The Bon-Ton Properties — Greece Ridge G.P.,
Inc.
	 	2801 East Market Street, York, PA  17402
	The Bon-Ton Properties — Eastview, L.P.
	 	2801 East Market Street, York, PA  17402
	The Bon-Ton Properties — Marketplace, L.P.
	 	2801 East Market Street, York, PA  17402
	The Bon-Ton Properties — Greece Ridge, L.P.
	 	2801 East Market Street, York, PA  17402
	Bonstores Holdings One, LLC
	 	2801 East Market Street, York, PA  17402
	Bonstores Holdings Two, LLC
	 	2801 East Market Street, York, PA  17402
	Bonstores Realty One, LLC
	 	2801 East Market Street, York, PA  17402
	Bonstores Realty Two, LLC
	 	2801 East Market Street, York, PA  17402






Locations of Collateral:




	 	 	 	 	 	 	 
	Location	 	 	 	 	 	 
	Number	 	Nameplate	 	Location/Store Name	 	Address
	51

	 	Bon-Ton
	 	York Corporate Office
	 	2801 East Market Street, York, PA 17402
	599

	 	N/A
	 	Milwaukee Corporate Office
	 	331 West Wisconsin Avenue, Milwaukee, WI 53203
	 

	 	Bon-Ton
	 	Corporate Office of The Bon-Ton Trade, LLC
	 	300 Delaware Avenue, Suite 12122, Wilmington, DE 19801
	53

	 	Bon-Ton
	 	Corporate Services Building
	 	220 Boxwood Lane, York, PA 17402






-12-








 






	 	 	 	 	 	 	 
	Location	 	 	 	 	 	 
	Number	 	Nameplate	 	Location/Store Name	 	Address
	55

	 	Bon-Ton
	 	A/P/Payroll/Information Services
	 	601 Memory Lane, Building A, York, PA 17402
	191

	 	Elder-Beerman
	 	Dayton Information Services Facility
	 	3155 El-Bee Road, Dayton, OH 45439
	399

	 	Herberger’s
	 	Administrative Facility
	 	600 West St. Germain Street, St Cloud, MN 56301
	597

	 	N/A
	 	Milwaukee Photo Studio
	 	801 West Layton Ave., Milwaukee, WI 53221
	969

	 	N/A
	 	New York Buying Office
	 	469 7th Avenue, 5th Floor, New York, NY 10018
	50/57

	 	Bon-Ton
	 	Whitehall Distribution Center
	 	3585 South Church St., Whitehall, PA 18052
	194/198

	 	Elder-Beerman
	 	Fairborn Distribution Center
	 	1340 E. Dayton-Yellow Springs Road, Fairborn, OH 45324
	193/590

	 	Carson Pirie Scott
	 	Rockford Distribution Center
	 	4650 Shepherd Trail, Rockford, IL 61115
	490

	 	Younkers
	 	Ankeny Distribution Facility (Facility not used in operations. Lease
expires 12/31/10)
	 	802 South East Shurfine Drive, Ankeny, IA 50021
	491

	 	Younkers
	 	Green Bay Distribution Facility
	 	1300 North Quincy Street, Green Bay, WI 54302
	591

	 	Carson Pirie Scott
	 	Naperville Furniture Distribution Facility
	 	1835 Jefferson Avenue, Naperville, IL 60540
	2

	 	Bon-Ton
	 	Hanover
	 	400 Eisenhower Drive, Hanover, PA 17331
	3

	 	Bon-Ton
	 	Hagerstown
	 	17301 Valley Mall Road, Hagerstown, MD 21740
	4

	 	Bon-Ton
	 	Lewistown
	 	111 E. Market St., Lewistown, PA 17044
	5

	 	Bon-Ton
	 	Martinsburg
	 	800 Foxcroft Avenue, Martinsburg, WV 25401
	6

	 	Bon-Ton
	 	Chambersburg
	 	100 Chambersburg Mall, Chambersburg, PA 17201
	7

	 	Bon-Ton
	 	Park City Furniture Gallery
	 	870 Plaza Boulevard, Lancaster, PA 17601
	8

	 	Bon-Ton
	 	Park City
	 	600 Park City Center, Lancaster, PA 17601
	9

	 	Bon-Ton
	 	Carlisle
	 	750 E. High Street, Carlisle, PA 17013






-13-








 






	 	 	 	 	 	 	 
	Location	 	 	 	 	 	 
	Number	 	Nameplate	 	Location/Store Name	 	Address
	10

	 	Bon-Ton
	 	West Manchester
	 	6245 W. Manchester Mall, York, PA 17404
	11

	 	Bon-Ton
	 	Frederick
	 	Frederick Towne Mall, 1301 West Patrick Street, Frederick, MD 21702
	12

	 	Bon-Ton
	 	Cumberland
	 	Country Club Mall, 1262 Vocke Road, LaVale, MD 21502
	14

	 	Bon-Ton
	 	Galleria
	 	8 Galleria Mall, York, PA 17402
	15

	 	Bon-Ton
	 	Uniontown
	 	1800 Mall Run Road, Uniontown, PA 15401
	16

	 	Bon-Ton
	 	Selinsgrove
	 	3 Susquehanna Valley Mall, Selinsgrove, PA 17870
	17

	 	Bon-Ton
	 	Indiana
	 	2334 Oakland Ave. Ste 35, Indiana, PA 15701
	18

	 	Bon-Ton
	 	Warren
	 	1666 Market St. Ext., Warren, PA 16365
	19

	 	Bon-Ton
	 	Wilton
	 	3065 Rt. 50, Saratoga Springs, NY 12866
	21

	 	Bon-Ton
	 	Oil City
	 	6945 US 322, Cranberry, PA 16319
	22

	 	Bon-Ton
	 	Brick
	 	80 Brick Plaza, Brick, NJ 08723
	23

	 	Bon-Ton
	 	Butler
	 	101 Clearview Circle, Butler, PA 16001
	24

	 	Bon-Ton
	 	Hamden
	 	2300 Dixwell Ave., Hamden, CT 06514
	25

	 	Bon-Ton
	 	Binghamton
	 	Oakdale Mall, 601-635 Harry L Drive, Johnson City, NY 13790
	26

	 	Bon-Ton
	 	Burlington
	 	155 Dorset St., S. Burlington, VT, 05403
	27

	 	Bon-Ton
	 	Williamsport
	 	300 Lycoming Mall Circle, Suite 2074, Pennsdale, PA 17756
	28

	 	Bon-Ton
	 	Bloomsburg
	 	225 Columbia Mall Dr., Bloomsburg, PA 17815
	29

	 	Bon-Ton
	 	Queensgate
	 	2081 Springwood Rd., York, PA 17403
	31

	 	Bon-Ton
	 	Camp Hill
	 	3525 Gettysburg Rd., Camp Hill, PA 17011
	32

	 	Bon-Ton
	 	Colonial Park
	 	4600 Jonestown Rd., Harrisburg, PA 17109
	33

	 	Bon-Ton
	 	Concord
	 	270 Loudon Rd., Concord, NH 03301






-14-









 






	 	 	 	 	 	 	 
	Location	 	 	 	 	 	 
	Number	 	Nameplate	 	Location/Store Name	 	Address
	35

	 	Bon-Ton
	 	Reading
	 	Berkshire Mall/1665 State Hill Rd., Wyomissing, PA 19610
	36

	 	Bon-Ton
	 	Greensburg
	 	Westmoreland Mall, 5256 Route 30, Greensburg, PA 15601
	37

	 	Bon-Ton
	 	Washington
	 	1500 W. Chestnut St., Washington, PA 15301
	38

	 	Bon-Ton
	 	Midway
	 	Midway Shopping Center, Wyoming, PA 18644
	39

	 	Bon-Ton
	 	Wilkes-Barre
	 	14 Wyoming Valley Mall, Wilkes-Barre, PA 18702
	40

	 	Bon-Ton
	 	Frackville
	 	Schuylkill Mall, Frackville, PA 17931
	41

	 	Bon-Ton
	 	Scranton
	 	200 The Mall at Steamtown, Scranton, PA 18503
	42

	 	Bon-Ton
	 	Latham
	 	873 New Loudon Rd, Latham, NY 12110
	43

	 	Bon-Ton
	 	Newburgh
	 	1401 Rte. 300, Suite 139, Newburgh, NY 12550
	44

	 	Bon-Ton
	 	Ithaca
	 	Pyramid Mall, 40 Catherwood Rd., Ithaca, NY 14850
	45

	 	Bon-Ton
	 	Johnstown
	 	550 Galleria Drive, Johnstown, PA 15904
	46

	 	Bon-Ton
	 	Jamestown
	 	318 E. Fairmount Ave., Lakewood, NY 14750
	47

	 	Bon-Ton
	 	Watertown
	 	21073 Salmon Run Mall Loop W., Watertown, NY 13601
	48

	 	Bon-Ton
	 	Westfield
	 	443 E. Main St., Westfield, MA 01085
	49

	 	Bon-Ton
	 	Glens Falls
	 	578 Aviation Rd., Queensbury, NY 12804
	62

	 	Bon-Ton
	 	Eastern Hills
	 	4545 Transit Rd., Williamsville, NY 14221
	63

	 	Bon-Ton
	 	Sheridan
	 	1706 Sheridan Dr., Buffalo, NY 14223
	64

	 	Bon-Ton
	 	Southgate
	 	1090 Union Rd., West Seneca, NY 14224
	65

	 	Bon-Ton
	 	McKinley
	 	3701 McKinley Pkway., Blasdell, NY 14219






-15-








 






	 	 	 	 	 	 	 
	Location	 	 	 	 	 	 
	Number	 	Nameplate	 	Location/Store Name	 	Address
	67

	 	Bon-Ton
	 	Lockport
	 	5737 S. Transit Rd., Lockport, NY 14094
	68

	 	Bon-Ton
	 	Olean
	 	402 N. Union St., Olean, NY 14760
	69

	 	Bon-Ton
	 	Niagara Falls
	 	6929 Williams Rd., Niagara Falls, NY 14304
	70

	 	Bon-Ton
	 	State College
	 	2901 East College Ave., Suite 600, State College, PA 16801
	72

	 	Bon-Ton
	 	Bethlehem
	 	2524 Schoenersville Rd, Bethlehem, PA 18017
	73

	 	Bon-Ton
	 	Allentown South
	 	3300 Lehigh Street, Allentown, PA 18103
	76

	 	Bon-Ton
	 	Easton
	 	Palmer Park Mall, Suite 146, 2455 Park Avenue, Easton, PA 18045
	78

	 	Bon-Ton
	 	Quakertown
	 	751 SW End Blvd., Quakertown, PA 18951
	80

	 	Bon-Ton
	 	Phillipsburg
	 	1200 Highway 22 East, Phillipsburg, NJ 08865
	81

	 	Bon-Ton
	 	Doylestown
	 	456 North Main St, Doylestown, PA 18901
	82

	 	Bon-Ton
	 	Trexlertown
	 	6900 Hamilton Blvd., Trexlertown, PA 18087
	83

	 	Bon-Ton
	 	Stroudsburg
	 	Rt 611 & Bridge St., Stroudsburg, PA 18360
	84

	 	Bon-Ton
	 	Elmira
	 	3300 Chambers Rd. Suite 5130, Horseheads, NY 14845
	91

	 	Bon-Ton
	 	Carousel
	 	9570 Carousel Center Drive, Syracuse, NY 13290
	92

	 	Bon-Ton
	 	Massena
	 	Rt 37 & 131, Massena, NY 13662
	94

	 	Bon-Ton
	 	Camillus
	 	5301 W. Genesee, Camillus, NY 13031
	96

	 	Bon-Ton
	 	Eastview
	 	7979 Pittsford-Victor Rd., Victor, NY 14564
	97

	 	Bon-Ton
	 	Greece Ridge
	 	98 Greece Ridge Center, Rochester, NY 14626
	99

	 	Bon-Ton
	 	Marketplace
	 	15 Miracle Mile Dr., Rochester, NY 14623






-16-








 






	 	 	 	 	 	 	 
	Location	 	 	 	 	 	 
	Number	 	Nameplate	 	Location/Store Name	 	Address
	101

	 	Elder-Beerman
	 	Dayton Mall
	 	2700 St. Rt. 725, Dayton, OH 45459
	107

	 	Elder-Beerman
	 	Huber Heights
	 	8821 Old Troy Pike, Huber Heights, OH 45424
	115/115A

	 	Elder-Beerman
	 	Beavercreek
	 	2727 Fairfield Commons, Beavercreek, OH 45431
	116

	 	Elder-Beerman
	 	Springfield
	 	1475 Upper Valley Pike, Springfield, OH 45504
	117

	 	Elder-Beerman
	 	Piqua Mall
	 	987 E. Ash Street, Piqua, OH 45356
	118

	 	Elder-Beerman
	 	Athens
	 	1004 E. State Street, Athens, OH 45701
	119

	 	Elder-Beerman
	 	New Philadelphia
	 	400 Mill Avenue, New Philadelphia, OH 44663
	121

	 	Elder-Beerman
	 	Kettering
	 	2050 E. Dorothy Lane, Dayton, OH 45420
	122

	 	Elder-Beerman
	 	Northwest
	 	2917 Philadelphia Drive, Dayton, OH 45405
	123

	 	Elder-Beerman
	 	Centerville
	 	1095 S. Main Street, Centerville, OH 45459
	125

	 	Elder-Beerman
	 	Lancaster
	 	1730 River Valley Circle South, Lancaster, OH 43130
	126

	 	Elder-Beerman
	 	Newark
	 	771 30th Street, Newark, OH 43056
	127

	 	Elder-Beerman
	 	Defiance
	 	1500 N. Clinton Street, Defiance, OH 43512
	128

	 	Elder-Beerman
	 	Zanesville
	 	3575 Maple Avenue, Zanesville, OH 43701
	129

	 	Elder-Beerman
	 	Marion, OH
	 	1475 Marion-Waldo, Marion, OH 43302
	130

	 	Elder-Beerman
	 	Chillicothe
	 	1080 N. Bridge Street, Chillicothe, OH 45601
	132

	 	Elder-Beerman
	 	Richmond
	 	601 East Main Street, Richmond, IN 47374
	133

	 	Elder-Beerman
	 	Lima
	 	2400 Elida Road, Lima, OH 45805
	135

	 	Elder-Beerman
	 	Middletown
	 	3459 Town Mall Blvd., Franklin, OH 45005
	137

	 	Elder-Beerman
	 	Sandusky
	 	4314 Milan Road, Sandusky, OH 44870






-17-









 






	 	 	 	 	 	 	 
	Location	 	 	 	 	 	 
	Number	 	Nameplate	 	Location/Store Name	 	Address
	138

	 	Younkers
	 	Plover
	 	1780 Plover Road, Plover, WI 54467
	140

	 	Boston Store
	 	Kohler
	 	4030 Highway 28, Kohler, WI 53044
	141

	 	Bon-Ton
	 	Dubois
	 	300 Commons Drive, DuBois, PA 15801
	142

	 	Boston Store
	 	West Bend
	 	1291 W. Paradise Drive, West Bend, WI 53095
	143

	 	Elder-Beerman
	 	Coldwater
	 	373 North Willowbrook Rd., Suite Z, Coldwater, MI 49036
	144

	 	Elder-Beerman
	 	Alliance
	 	2500 W. State Street, Alliance, OH 44601
	147

	 	Elder-Beerman
	 	Wooster
	 	4095 Burbank Road, Wooster, OH 44691
	148

	 	Elder-Beerman
	 	Morgantown Mall
	 	9550 Mall Road, Morgantown, WV 26505
	149

	 	Bon-Ton
	 	Erie
	 	810 Mill Creek Mall Road, Erie, PA 16565
	150

	 	Elder-Beerman
	 	Warsaw
	 	2856 Frontage Road, Warsaw, IN 46580
	151

	 	Elder-Beerman
	 	Frankfort
	 	202 Limestone Drive, Frankfort, KY 40601
	152

	 	Elder-Beerman
	 	Findlay Village Mall
	 	1800 Tiffin Avenue, Findlay, OH 45840
	153

	 	Elder-Beerman
	 	Bowling Green
	 	1234 N. Main Street, Bowling Green, OH 43402
	154

	 	Elder-Beerman
	 	Howell
	 	3599 E. Grand River Avenue, Howell, MI 48843
	155

	 	Elder-Beerman
	 	Westgate
	 	3311 Secor Road, Toledo, OH 43606
	156

	 	Elder-Beerman
	 	Woodville (Store closed 9/2009)
	 	3725 Willston Road, Toledo, OH 43619
	158

	 	Elder-Beerman
	 	Adrian
	 	1357 S. Main Street, Adrian, MI 49221
	159

	 	Elder-Beerman
	 	Monroe
	 	2121 N. Monroe Street, Monroe, MI 48161
	160

	 	Elder-Beerman
	 	Benton Harbor
	 	1800 Pipestone Road, Benton Harbor, MI 49022
	161

	 	Elder-Beerman
	 	Midland Mall
	 	6830 Eastman Avenue, Midland, MI 48642
	163

	 	Elder-Beerman
	 	Jackson
	 	1826 W. Michigan Avenue, Jackson, MI 49202






-18-








 






	 	 	 	 	 	 	 
	Location	 	 	 	 	 	 
	Number	 	Nameplate	 	Location/Store Name	 	Address
	164

	 	Younkers
	 	Muskegon Furniture Gallery
	 	5159 Harvey Street, Muskegon, MI 49444
	165

	 	Elder-Beerman
	 	Beloit
	 	90 Eclipse Center, Beloit, WI 53511
	171

	 	Carson Pirie Scott
	 	Dekalb
	 	2550 Sycamore Road, Dekalb, IL 60115
	172

	 	Elder-Beerman
	 	Marion, IN
	 	1129 N. Baldwin, Marion, IN 46952
	173

	 	Younkers
	 	Muscatine
	 	1903 Park Avenue, Muscatine, IA 52761
	174

	 	Elder-Beerman
	 	Anderson
	 	2101 South Scatterfield Road, Anderson, IN 46016
	175

	 	Elder-Beerman
	 	Mattoon
	 	700 Broadway Avenue East, Mattoon, IL 61938
	177

	 	Elder-Beerman
	 	Danville
	 	2917 N. Vermillion, Danville, IL 61832
	178

	 	Elder-Beerman
	 	Jasper
	 	3875 Newton Street, Jasper, IN 47546
	179

	 	Elder-Beerman
	 	Honey Creek
	 	3401 South US Hwy 41, Terre Haute, IN 47802
	180

	 	Elder-Beerman
	 	Paducah
	 	5105 Hinkleville Road #500, Paducah, KY 42001
	181

	 	Elder-Beerman
	 	Columbus
	 	2104 25th Street, Columbus,IN 47201
	182

	 	Elder-Beerman
	 	Muncie
	 	3501 N. Granville Avenue, Muncie, IN 47303
	184

	 	Elder-Beerman
	 	Kokomo
	 	1540 East Boulevard, Kokomo, IN 46902
	185

	 	Elder-Beerman
	 	Elkhart
	 	3701 South Main, Elkhart, IN 46517
	186

	 	Younkers
	 	Green Bay Furniture Gallery
	 	201 Bay Park Square, Green Bay, WI 54304
	188

	 	Elder-Beerman
	 	Salem Furniture Gallery (to close in December 2009)
	 	5370 Salem Avenue, Dayton, OH 45426
	189

	 	Elder-Beerman
	 	South Towne Furniture
	 	2400 State Route 725, Dayton, OH 45459
	202

	 	Elder-Beerman
	 	Huntington
	 	Huntington Mall, 500 Mall Rd. #600, Barboursville, WV 25504
	203

	 	Elder-Beerman
	 	Clarksburg
	 	2700 Meadowbrook Mall, Bridgeport, WV 26330
	204

	 	Elder-Beerman
	 	Parkersburg
	 	600 Grand Central, Parkersburg, WV 26105
	205

	 	Elder-Beerman
	 	Ashland
	 	10699 US Route 60, Ashland, KY 41102






-19-








 






	 	 	 	 	 	 	 
	Location	 	 	 	 	 	 
	Number	 	Nameplate	 	Location/Store Name	 	Address
	206

	 	Elder-Beerman
	 	Kanawha
	 	125 Kanawha Mall, Charleston, WV 25387
	207

	 	Elder-Beerman
	 	St. Clairsville
	 	67800 Mall Road, St. Clairsville, OH 43950
	209

	 	Elder-Beerman
	 	Winfield
	 	200 Liberty Sq. Shopping Center, Hurricane, WV 25526
	216

	 	Elder-Beerman
	 	Beckley
	 	32 Raleigh Mall, Beckley, WV 25801
	310

	 	Herberger’s
	 	Centre Square
	 	600 W. Saint Germain Street, St. Cloud, MN 56301
	311

	 	Herberger’s
	 	Thunderbird Mall
	 	1440 South 12th Avenue, Virginia, MN 55792
	312

	 	Herberger’s
	 	Cedar Mall
	 	2900 South Main, Rice Lake, WI 54868
	313

	 	Herberger’s
	 	Westridge Mall
	 	2001 West Lincoln Ave, Fergus Falls, MN 56537
	314

	 	Herberger’s
	 	Marketplaz Mall
	 	110 North Minnesota Street, New Ulm, MN 56073
	315

	 	Herberger’s
	 	Watertown Mall
	 	1300 9th Avenue SE, Watertown, SD 57201
	316

	 	Herberger’s
	 	Viking Plaza
	 	3015 Hwy 29 S, Suite 4037, Alexandria, MN 56308
	317

	 	Herberger’s
	 	Holiday Village Shopping Center — Havre
	 	1753 Highway 2 NW, Havre, MT 59501
	318

	 	Herberger’s
	 	Valley View Mall
	 	4000 State Road 16, LaCrosse, WI 54601
	319

	 	Herberger’s
	 	Northbridge Mall
	 	2440 Bridge Avenue, Albert Lea, MN 56007
	320

	 	Herberger’s
	 	Moorhead Center Mall
	 	400 Center Avenue, Moorhead, MN 56560
	321

	 	Herberger’s
	 	Kirkwood Mall
	 	641 Kirkwood Mall, Bismarck, ND 58504
	323

	 	Herberger’s
	 	Westgate Mall/Brainerd
	 	14136 Baxter Drive, Suite 1, Baxter, MN 56425
	325

	 	Herberger’s
	 	Rimrock Mall
	 	300 S. 24th Street West, Billings, MT 59102
	326

	 	Herberger’s
	 	Quincy Place Shopping Center
	 	1110 Quincy Avenue, Ottumwa, IA 52501
	327

	 	Herberger’s
	 	Holiday Village Shopping Center — Great Falls
	 	1200 10th Avenue S, Great Falls, MT 59405






-20-








 






	 	 	 	 	 	 	 
	Location	 	 	 	 	 	 
	Number	 	Nameplate	 	Location/Store Name	 	Address
	328

	 	Herberger’s
	 	Rushmore Mall
	 	2200 North Maple, Rapid City, SD 57701
	329

	 	Herberger’s
	 	White Mountain Mall
	 	2445 Foothill Boulevard, Rock Springs, WY 82901
	330

	 	Herberger’s
	 	Prairie Hills Mall
	 	1611 3rd Avenue W., Dickinson, ND 58601
	331

	 	Herberger’s
	 	Dakota Square
	 	2400 10th Street SW, Minot, ND 58701
	332

	 	Herberger’s
	 	Kandi Mall
	 	1605 1st Street South, Willmar, MN 56201
	333

	 	Boston Store
	 	Beaver Dam Mall
	 	1645 North Spring Street, Beaver Dam, WI 53916
	334

	 	Herberger’s
	 	Sunset Plaza
	 	1700 Market Lane, Norfolk, NE, 68701
	335

	 	Herberger’s
	 	Imperial Mall Shopping Center
	 	3001 West 12th, Suite 4, Hastings, NE, 68901
	336

	 	Herberger’s
	 	The Mall
	 	1100 South Dewey, North Platte, NE, 69101
	338

	 	Herberger’s
	 	Hilltop Mall
	 	4915 2nd Avenue, Kearney, NE, 68847
	339

	 	Herberger’s
	 	Monument Mall
	 	2302 Frontage Road, Box 29, Scottsbluff, NE, 69361
	340

	 	Herberger’s
	 	Kalispell Center Mall
	 	20 North Main, Kalispell, MT 59901
	341

	 	Herberger’s
	 	Blaine
	 	301 Northtown Drive Northeast, Blaine, MN 55434
	342

	 	Herberger’s
	 	Stillwater
	 	2001 Washington Avenue, Stillwater, MN 55082
	343

	 	Herberger’s
	 	Lakewood Mall
	 	3315 6th Ave SE, Suite 2, Aberdeen, SD 57401
	344

	 	Herberger’s
	 	Grand Junction/Mesa Mall
	 	2424 US Hwy 6 & 50, Grand Junction, CO 81505
	345

	 	Herberger’s
	 	River Hills Mall
	 	1850 Adams Street, Mankato, MN 56001
	348

	 	Herberger’s
	 	Paul Bunyan Mall
	 	1401 Paul Bunyan Drive, Bemidji, MN 56601
	349

	 	Herberger’s
	 	Butte Plaza Mall
	 	3100 Harrison Avenue, Suite 5A, Butte, MT 59701






-21-








 






	 	 	 	 	 	 	 
	Location	 	 	 	 	 	 
	Number	 	Nameplate	 	Location/Store Name	 	Address
	351

	 	Herberger’s
	 	Southgate Mall
	 	2901 Brooks Avenue, Missoula, MT 59801
	352

	 	Herberger’s
	 	West Acres Shopping Center
	 	3902 13th Avenue S, Fargo, ND 58103
	353

	 	Herberger’s
	 	Rosedale Shopping Center
	 	600 Rosedale Shopping Center, Roseville, MN 55113
	354

	 	Herberger’s
	 	Midway Marketplace
	 	1400 University Place, St. Paul, MN 55104
	355

	 	Herberger’s
	 	Southtown Mall
	 	7831 Southtown Center, Bloomington, MN 55431
	357

	 	Herberger’s
	 	Apache Mall
	 	1201 12th Street SW, Rochester, MN 55902
	401

	 	Younkers
	 	North Grand Mall
	 	2801 North Grand Mall, Ames, IA 50010
	402

	 	Younkers
	 	Southbridge Mall
	 	102 South Delaware, Mason City, IA 50401
	403

	 	Younkers
	 	Crossroads Mall
	 	US Hwy 20 & South 29th St, Fort Dodge, IA 50501
	404

	 	Younkers
	 	Marshall Town Center
	 	2500 South Center Street, Marshalltown, IA 50158
	406

	 	Younkers
	 	Oakview Mall
	 	3201 South 144th Street, Omaha, NE, 68144
	407

	 	Younkers
	 	College Square Mall
	 	6301 University Avenue, Cedar Falls, IA 50613
	408

	 	Younkers
	 	Crossroads Center
	 	2060 Crossroads Boulevard, Waterloo, IA 50702
	409

	 	Younkers
	 	Oak Park Mall
	 	Highway 218 & 18th St. Northwest, Austin, MN 55912
	410

	 	Younkers
	 	Merle Hay Mall
	 	3800 Merle Hay Rd, Suite 100, Des Moines, IA 50310
	412

	 	Younkers
	 	Coral Ridge Mall
	 	1421 Coral Ridge Avenue, Coralville, IA 52241
	413

	 	Younkers
	 	Lindale Mall
	 	4444 1st Avenue NE, Cedar Rapids, IA 52402
	414

	 	Younkers
	 	Jordan Creek
	 	101 Jordan Creek Parkway, Suite 6000, West Des Moines, IA 50266
	418

	 	Younkers
	 	Kennedy Mall
	 	555 John F. Kennedy Road, Dubuque, IA 52002






-22-








 





	 	 	 	 	 	 	 
	Location	 	 	 	 	 	 
	Number	 	Nameplate	 	Location/Store Name	 	Address
	419

	 	Younkers
	 	Westroads Mall
	 	707 N. 102nd St., Omaha, NE, 68114
	421

	 	Younkers
	 	Northpark Mall
	 	320 West Kimberly Road, Davenport, IA 52806
	422

	 	Younkers
	 	Southpark Mall
	 	4200 16th Street, Moline, IL 61265
	423

	 	Younkers
	 	Southridge Mall
	 	1111 E Army Post Road, Suite 2003, Des Moines, IA 50315
	424

	 	Younkers
	 	Empire Mall
	 	3500 Empire Mall, Sioux Falls, SD 57106
	428

	 	Younkers
	 	Westdale Mall
	 	2600 Edgewood Road SW, Cedar Rapids, IA 52404
	429

	 	Younkers
	 	Southern Hills Mall
	 	4380 Sergeant Road, Sioux City, IA 51106
	430

	 	Younkers
	 	Westland Mall
	 	550 South Gear, West Burlington, IA 52655
	432

	 	Younkers
	 	Oakwood Mall
	 	4850 Golf Road, Eau Claire, WI 54701
	437

	 	Younkers
	 	Valley West Mall
	 	1551 Valley West Drive, West Des Moines, IA 50266
	438

	 	Younkers
	 	Lakes Mall
	 	5580 Harvey Street, Muskegon, MI 49444
	439

	 	Younkers
	 	Downtown Historic Sturgeon Bay
	 	58 North 3rd Avenue, Sturgeon Bay, WI 54235
	440

	 	Younkers
	 	Rivertown Crossings
	 	3668 Rivertown Parkway, Grandville, MI 49418
	442

	 	Younkers
	 	Westwood Mall
	 	3050 US Hwy 41 West, Marquette, MI 49855
	443

	 	Younkers
	 	Cherryland Center
	 	1776 South Garfield Avenue, Traverse City, MI 49686
	445

	 	Younkers
	 	Lansing Mall
	 	5330 West Saginaw Highway, Lansing, MI 48917
	447

	 	Younkers
	 	Gateway Mall
	 	6100 O Street, Lincoln, NE, 68505
	448

	 	Younkers
	 	Shoppes at Woodridge
	 	503 East Ives Street, Marshfield, WI 54449
	449

	 	Younkers
	 	Miller Hill Mall
	 	1600 Miller Trunk Highway, Duluth, MN 55811
	451

	 	Younkers
	 	Conestoga Mall
	 	3404 West 13th Street, Grand Island, NE, 68803
	454

	 	Younkers
	 	Wausau Mall
	 	300 Forest Street, Wausau, WI 54403






-23-








 






	 	 	 	 	 	 	 
	Location	 	 	 	 	 	 
	Number	 	Nameplate	 	Location/Store Name	 	Address
	456

	 	Younkers
	 	Forest Mall
	 	755 West Johnson Street, Fond Du Lac, WI 54935
	457

	 	Younkers
	 	Bay Park Square
	 	101 Bay Park Square, Green Bay, WI 54304
	461

	 	Younkers
	 	Edgewater Plaza
	 	700 E Magnolia Street, Manitowoc, WI 54220
	462

	 	Younkers
	 	Fox River Mall
	 	4301 W. Wisconsin Avenue, Appleton, WI 54913
	463

	 	Younkers
	 	Westshore Mall
	 	12331 James Street, Holland, MI 49424
	464

	 	Younkers
	 	Merridian
	 	1982 W. Grand River Avenue, Okemos, MI 48864
	465

	 	Younkers
	 	Birchwood Mall
	 	4450 24th Avenue, Fort Gratiot, MI 48059
	466

	 	Younkers
	 	Pine Tree Mall
	 	2700 Roosevelt Road, Marinette, WI 54143
	467

	 	Younkers
	 	Rapids Mall
	 	555 West Grand Avenue, Wisconsin Rapids, WI 54495
	469

	 	Younkers
	 	Mariner Mall
	 	69 North 28th St. East, Superior, WI 54880
	470

	 	Boston Store
	 	Harbor Centre
	 	727 North 8th Street, Sheboygan, WI 53081
	475

	 	Younkers
	 	Bay City Mall
	 	4131 E. Wilder Road, Bay City, MI 48706
	501

	 	Bergner’s
	 	Eastland Mall
	 	1601 Empire Street, Bloomington, IL 61701
	502

	 	Bergner’s
	 	Peru Mall
	 	3940 Route 251, Suite 01, Peru, IL 61354
	503

	 	Bergner’s
	 	East Court Village
	 	3536 Court Street, Pekin, IL 61554
	504

	 	Bergner’s
	 	Marketplace Mall
	 	2000 North Neil Street, Champaign, IL 61820
	505

	 	Bergner’s
	 	Sandburg Mall
	 	1150 West Carl Sandburg Drive, Galesburg, IL 61401
	506

	 	Bergner’s
	 	Sheridan Village
	 	4125 North Sheridan Road, Peoria, IL 61614
	507

	 	Bergner’s
	 	Quincy Mall
	 	3347 Broadway, Quincy, IL 62301
	508

	 	Bergner’s
	 	Hickory Point Mall
	 	1005 Hickory Point Mall, Forsyth, IL 62535






-24-








 






	 	 	 	 	 	 	 
	Location	 	 	 	 	 	 
	Number	 	Nameplate	 	Location/Store Name	 	Address
	510

	 	Boston Store
	 	Janesville Mall
	 	2500 Milton Avenue, Janesville, WI 53545
	511

	 	Bergner’s
	 	Northland Mall
	 	2900 East Lincolnway, Sterling, IL 61081
	512

	 	Bergner’s
	 	Cherryvale Mall
	 	7200 Harrison Avenue, Rockford, IL 61112
	513

	 	Bergner’s
	 	Machesney Mall
	 	8790 North 2nd Street, Machesney Park, IL 61115
	514

	 	Carson Pirie Scott
	 	Northgate Shopping Center
	 	970 North Lake Street, Aurora, IL 60506
	515

	 	Carson Pirie Scott
	 	Joliet
	 	3340 Mall Loop Drive, Joliet, IL 60435
	516

	 	Carson Pirie Scott
	 	Spring Hill Mall
	 	4000 Spring Hill Mall, Dundee, IL 60118
	517

	 	Carson Pirie Scott
	 	Randhurst Mall
	 	999 North Elmhurst Road, Mount Prospect, IL 60056
	518

	 	Bergner’s
	 	White Oaks Mall
	 	2501 West Wabash, Springfield, IL 62704
	519

	 	Boston Store
	 	Grand Avenue Mall
	 	331 West Wisconsin Avenue, Milwaukee, WI 53203
	520

	 	Boston Store
	 	Bay Shore Mall
	 	5800 N. Port Washington Road, Milwaukee, WI 53217
	521

	 	Boston Store
	 	Regency Mall
	 	5500 Durand Avenue, Racine, WI 53406
	522

	 	Boston Store
	 	Brookfield Square
	 	15875 West Bluemound Road, Brookfield, WI 53005
	523

	 	Boston Store
	 	Southridge Mall
	 	5300 South 76th Street, Greendale, WI 53129
	526

	 	Boston Store
	 	East Towne Mall
	 	53 East Towne Mall, Madison, WI 53704
	527

	 	Boston Store
	 	Mayfair Mall
	 	2400 North Mayfair Road, Milwaukee, WI 53226
	528

	 	Boston Store
	 	West Towne Mall
	 	36 West Towne Mall, Madison, WI 53719
	529

	 	Boston Store
	 	Brookfield Furniture Gallery
	 	18615 West Bluemound Road, Brookfield, WI 53045
	530

	 	Carson Pirie Scott
	 	Evergreen Mall
	 	9700 South Western Avenue, Evergreen Park, IL 60805






-25-








 






	 	 	 	 	 	 	 
	Location	 	 	 	 	 	 
	Number	 	Nameplate	 	Location/Store Name	 	Address
	531

	 	Carson Pirie Scott
	 	Yorktown Mall
	 	230 Yorktown Road, Lombard, IL 60148
	532

	 	Carson Pirie Scott
	 	Woodmar Mall
	 	6600 Indianapolis Boulevard, Hammond, IN 46320
	533

	 	Carson Pirie Scott
	 	Eden’s Plaza
	 	3200 Lake Avenue, Wilmette, IL 60091
	535

	 	Carson Pirie Scott
	 	Stratford Square
	 	4 Stratford Square, Bloomingdale, IL 60108
	536

	 	Carson Pirie Scott
	 	Gateway Mall
	 	120 South Riverside Plaza, Chicago, IL 60606
	538

	 	Carson Pirie Scott
	 	Chicago Ridge Mall
	 	9800 South Ridgeland Avenue, Chicago Ridge, IL 60415
	539

	 	Carson Pirie Scott
	 	Harlem-Irving Mall
	 	4200 N. Harlem Avenue, Norridge, IL 60706
	540

	 	Carson Pirie Scott
	 	Lincoln Mall
	 	300 Lincoln Mall, Matteson, IL 60443
	541

	 	Carson Pirie Scott
	 	North Riverside Park Mall
	 	7505 West Cermak Road, North Riverside, IL 60546
	542

	 	Carson Pirie Scott
	 	Westfield Shoppingtown/Southlake
	 	1995 Southlake Mall, Merrillville, IN 46410
	543

	 	Carson Pirie Scott
	 	Orland Square
	 	4 Orland Square, Orland Park, IL 60462
	544

	 	Carson Pirie Scott
	 	River Oaks Mall
	 	146 River Oaks Drive, Calumet City, IL 60409
	546

	 	Carson Pirie Scott
	 	Yorktown Furniture
	 	2 Yorktown Mall, Lombard, IL 60148
	547

	 	Carson Pirie Scott
	 	Eden Furniture Gallery
	 	3232 Lake Avenue, Ste 330, Wilmette, IL 60091
	548

	 	Carson Pirie Scott
	 	Schaumburg Furniture Gallery
	 	830 East Golf Road, Schaumburg, IL 60173
	549

	 	Carson Pirie Scott
	 	Marquette Mall
	 	305 West US Hwy 20, Michigan City, IN 46360
	550

	 	Carson Pirie Scott
	 	Westfield Shoppingtown/Hawthorn
	 	3 Hawthorne Center, Vernon Hills, IL 60061
	551

	 	Carson Pirie Scott
	 	Ford City Mall
	 	7601 South Cicero Avenue, Chicago, IL 60652
	552

	 	Carson Pirie Scott
	 	Lincolnwood Town Center
	 	3333 West Touhy, Lincolnwood, IL 60712






-26-








 






	 	 	 	 	 	 	 
	Location	 	 	 	 	 	 
	Number	 	Nameplate	 	Location/Store Name	 	Address
	553

	 	Carson Pirie Scott
	 	Northfield Square Mall
	 	1602 North State Rt. 50, Bourbonnais, IL 60914
	554

	 	Carson Pirie Scott
	 	Charlestowne Mall
	 	3850 East Main Street, St. Charles, IL 60174
	555

	 	Carson Pirie Scott
	 	Hawthorn Furniture Gallery
	 	480 Ring Drive, Vernon Hills, IL 60061
	556

	 	Carson Pirie Scott
	 	Fox Valley Mall
	 	3 Fox Valley Center, Aurora, IL 60504
	560

	 	Carson Pirie Scott
	 	Fox Valley Furniture Gallery
	 	404 South Route 59, Suite 128, Naperville, IL 60540
	561

	 	Carson Pirie Scott
	 	Orland Square Furniture Gallery
	 	66 Orland Square, Orland Park, IL 60462
	562

	 	Carson Pirie Scott
	 	Streets of Woodfield
	 	601 North Martingale Road, Schaumburg, IL 60173
	563

	 	Bergner’s
	 	The Shoppes at Grand Prairie
	 	5203 West War Memorial Drive, Peoria, IL 61615
	564

	 	Carson Pirie Scott
	 	Circle Centre
	 	1 West Washington Street, Indianapolis, IN 46204
	571

	 	Parisian
	 	Laurel Park Place
	 	17625 Newburgh Road, Livonia, MI 48152
	572

	 	Parisian
	 	Meadowbrook Village
	 	400 North Adams Road, Rochester Hills, MI 48309
	573

	 	Parisian
	 	Partridge Creek
	 	17480 Hall Road, Clinton, MI 48038
	579

	 	Carson Pirie Scott
	 	Naperville Furniture Clearance Center
	 	1835 Jefferson Avenue, Naperville, IL 60540
	972

	 	N/A
	 	Huntington
	 	925-939 Third Avenue, Huntington, WV 25701







-27-









 





Schedule 9.1.4




Names and Capital Structure



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Authorized	 	Number and/or	 	Holders
	 	 	 	 	 	 	Equity	 	% of Issued	 	of Equity
	Issuer	 	Jurisdiction	 	Securities	 	Interests	 	Securities	 	Interests
	Carson Pirie Scott II, Inc.

	 	Mississippi
	 	Common Stock
	 	30,000,000 shares
	 	153,818 shares
	 	The Bon-Ton Department
Stores, Inc.
	McRIL, LLC

	 	Virginia
	 	Limited Liability

Company Interests
	 	N/A
	 	 	100%		 	Carson Pirie Scott II, Inc.
	Bon-Ton Distribution, Inc.

	 	Illinois
	 	Common Stock
	 	100,000 shares
	 	1,000 shares
	 	Carson Pirie Scott II, Inc.
	The Bon-Ton Department Stores, Inc.

	 	Pennsylvania
	 	Common Stock
	 	40,000,000 shares
	 	10 shares
	 	The Bon-Ton Stores, Inc.
	 	 	 	Class A Common Stock
	 	20,000,000 shares
	 	0 shares
	 	N/A
	 	 	 	Preferred Stock
	 	5,000,000 shares
	 	0 shares
	 	N/A
	The Bon-Ton Giftco, Inc.

	 	Florida
	 	Common Stock
	 	100 shares
	 	10 shares
	 	The Bon-Ton Department
Stores, Inc.
	The Bon-Ton Properties — Eastview GP, Inc.

	 	New York
	 	Common Stock
	 	1,000 shares
	 	10 shares
	 	The Bon-Ton Department
Stores, Inc.
	The Bon-Ton Properties — Eastview, L.P.

	 	Delaware
	 	Limited Partnership

Interests
	 	N/A
	 	 	99%		 	The Bon-Ton Department
Stores, Inc.
	 	 	 	Limited Partnership

Interest and

General Partner
	 	N/A
	 	 	1%		 	The Bon-Ton Properties -
Eastview GP, Inc.
	The Bon-Ton Properties — Greece Ridge GP,
Inc.

	 	New York
	 	Common Stock
	 	1,000 shares
	 	10 Shares
	 	The Bon-Ton Department
Stores, Inc.






-28-









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Authorized	 	Number and/or	 	Holders
	 	 	 	 	 	 	Equity	 	% of Issued	 	of Equity
	Issuer	 	Jurisdiction	 	Securities	 	Interests	 	Securities	 	Interests
	The Bon-Ton Properties — Greece Ridge, L.P.

	 	Delaware
	 	Limited Partnership

Interest
	 	N/A
	 	 	99%		 	The Bon-Ton
Department Stores,
Inc.
	 	 	 	Limited partnership

Interest and

General Partner
	 	N/A
	 	 	1%		 	The Bon-Ton
Properties — Greece
Ridge GP, Inc.
	The Bon-Ton Properties — Marketplace GP,
Inc.

	 	New York
	 	Common Stock
	 	1,000 shares
	 	10 Shares
	 	The Bon-Ton
Department Stores,
Inc.
	The Bon-Ton Properties — Marketplace, L.P.

	 	Delaware
	 	Limited Partnership

Interests
	 	N/A
	 	 	99%		 	The Bon-Ton
Department Stores,
Inc.
	 	 	 	Limited Partnership

Interest and

General Partner
	 	N/A
	 	 	1%		 	The Bon-Ton
Properties -
Marketplace GP,
Inc.
	The Bon-Ton Stores of Lancaster, Inc.

	 	Pennsylvania
	 	Common Stock
	 	1,000 shares
	 	1,000 shares
	 	The Bon-Ton
Department Stores,
Inc.
	The Bon-Ton Trade, LLC

	 	Delaware
	 	Limited Liability

Company Interests
	 	N/A
	 	 	100%		 	The Bon-Ton
Department Stores,
Inc.
	The Elder-Beerman Stores Corp.

	 	Ohio
	 	Common Stock
	 	1,000 shares
	 	1,000 shares
	 	The Bon-Ton
Department Stores,
Inc.
	Bonstores Holdings One, LLC

	 	Delaware
	 	Limited Liability

Company Interests
	 	N/A
	 	 	100%		 	The Bon-Ton
Department Stores,
Inc.






-29-









 







	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Authorized	 	Number and/or	 	Holders
	 	 	 	 	 	 	Equity	 	% of Issued	 	of Equity
	Issuer	 	Jurisdiction	 	Securities	 	Interests	 	Securities	 	Interests
	Bonstores Holdings Two, LLC

	 	Delaware
	 	Limited Liability

Company Interests
	 	N/A
	 	 	100	%	 	The Bon-Ton Department
Stores, Inc.
	Bonstores Realty One, LLC

	 	Delaware
	 	Limited Liability

Company Interests
	 	N/A
	 	 	100	%	 	Bonstores Holdings One, LLC
	Bonstores Realty Two, LLC

	 	Delaware
	 	Limited Liability

Company Interests
	 	N/A
	 	 	100	%	 	Bonstores Holdings Two, LLC
















-30-









 






Schedule 9.1.5




Former Corporate Names and Trade Names:



Former Corporate Names:




	 	 	 	 	 	 	 	 	 
	Legal Name	 	Type of	 	 	 	Termination	 	Surviving
	of Entity	 	Organization	 	Jurisdiction	 	Date	 	Entity
	BTRGP, Inc.

	 	C-Corporation
	 	Pennsylvania
	 	1/28/2006
	 	The Bon-Ton Department Stores, Inc.
	The Bee-Gee Shoe Corp.

	 	C-Corporation
	 	Ohio
	 	1/28/2006
	 	The Elder-Beerman Stores Corp.
	The Bon-Ton Corp.

	 	C-Corporation
	 	Delaware
	 	4/1/2006
	 	The Bon-Ton Stores, Inc.
	The Bon-Ton Operations, Inc.

	 	C-Corporation
	 	Pennsylvania
	 	08/28/2005
	 	The Bon-Ton Department Stores, Inc.
	The Bon-Ton Properties — Irondequoit
G.P., Inc.

	 	C-Corporation
	 	New York
	 	12/31/2007
	 	The Bon-Ton Department Stores, Inc.
	The Bon-Ton Properties — Irondequoit, L.P.

	 	Limited Partnership
	 	Delaware
	 	12/31/2007
	 	None
	The Bon-Ton Receivables Partnership, L.P.

	 	Limited Partnership
	 	Pennsylvania
	 	1/28/2006
	 	The Bon-Ton Department Stores, Inc.
	The Bon-Ton Trade Corp.

	 	C-Corporation
	 	Delaware
	 	4/1/2006
	 	The Bon-Ton Trade, LLC
	Capital City Commons Realty, Inc.

	 	C-Corporation
	 	Pennsylvania
	 	2/3/2007
	 	The Bon-Ton Department Stores, Inc.
	Carson Pirie Holdings, Inc.

	 	C-Corporation
	 	Delaware
	 	3/4/2006
	 	Parisian, Inc.
	CP Holdings Virginia, LLC

	 	Limited Liability
Company
	 	Virginia
	 	3/4/2006
	 	Carson Pirie Holdings, Inc.
	Carson Pirie Scott, LLC

	 	Limited Liability
Company
	 	Alabama
	 	12/31/2007
	 	The Bon-Ton Department Stores, Inc.
	Carson Pirie Scott, Inc.

	 	C-Corporation
	 	Alabama
	 	10/28/2006
	 	Carson Pirie Scott, LLC
	CROP Reinsurance, LTD.

	 	Non-USA Corporation
	 	Turks & Caicos Islands, British West Indies
	 	1/28/2006
	 	None
	The El-Bee Chargit Corp.

	 	C-Corporation
	 	Ohio
	 	1/28/2006
	 	The Elder-Beerman Stores Corp.









-31-









 








	 	 	 	 	 	 	 	 	 
	Legal Name	 	Type of	 	 	 	Termination	 	Surviving
	of Entity	 	Organization	 	Jurisdiction	 	Date	 	Entity
	The El-Bee Receivables Corporation

	 	C-Corporation
	 	Delaware
	 	1/28/2006
	 	The Elder-Beerman Stores Corp.
	Elder-Beerman Holdings, Inc.

	 	C-Corporation
	 	Ohio
	 	12/31/2007
	 	The Elder-Beerman Stores Corp.
	Elder-Beerman Indiana, L.P.

	 	Limited Partnership
	 	Indiana
	 	1/28/2006
	 	The Elder-Beerman Stores Corp.
	Elder-Beerman Operations, LLC

	 	Limited Liability
Company
	 	Ohio
	 	12/31/2007
	 	The Elder-Beerman Stores Corp.
	Elder-Beerman West Virginia, Inc.

	 	C-Corporation
	 	West Virginia
	 	12/31/2008
	 	The Elder-Beerman Stores Corp.
	Herberger’s Department Stores, LLC

	 	Limited Liability
Company
	 	Minnesota
	 	12/31/2007
	 	The Bon-Ton Department Stores, Inc.
	McRae’s, Inc.

	 	C-Corporation
	 	Mississippi
	 	3/6/2006
	 	Carson Pirie Scott II, Inc.
	Parisian, Inc.

	 	C-Corporation
	 	Alabama
	 	3/6/2006
	 	Carson Pirie Scott, Inc.
	Parisian Virginia, LLC

	 	Limited Liability
Company
	 	Virginia
	 	3/4/2006
	 	Parisian, Inc.
	PMIN General Partnership

	 	General Partnership
	 	Virginia
	 	3/4/2006
	 	Parisian, Inc.
	Saks Distribution Centers, Inc.

	 	C-Corporation
	 	Illinois
	 	3/6/2006
	 	Bon-Ton Distribution, Inc.






Acquisitions



Elder-Beerman: Effective October 24, 2003, pursuant to the Agreement and Plan of Merger
dated as of September 15, 2003, among The Bon-Ton Stores, Inc. (“Parent”), The Elder-Beerman Stores
Corp. (''Elder-Beerman’’) and Elder Acquisition Corp., an indirect wholly owned subsidiary of
Parent (''Merger Sub’’), Merger Sub was merged with and into Elder-Beerman with Elder-Beerman
continuing as the surviving corporation and as an indirect wholly owned subsidiary of Parent (the
''Merger’’). At the time of the Merger, Elder-Beerman had seven direct and indirect subsidiaries:
The Bee-Gee Shoe Corp., The El-Bee Chargit Corp., The El-Bee Receivables Corp, Elder-Beerman West
Virginia, Inc., Elder Beerman Holdings, Inc., Elder-Beerman Indiana, L.P. and Elder-Beerman
Operations, LLC.



NDSG: Effective March 5, 2006, pursuant to a Purchase Agreement dated as of October 29,
2005, The Bon-Ton Stores, Inc. entered into a Purchase Agreement (as amended, the “Purchase
Agreement”) with Saks Incorporated (“Saks”) pursuant to which Bon-Ton purchased all of the
outstanding equity securities of two subsidiaries of Saks: Herberger’s Department Stores, LLC and
Parisian, Inc. and acquired, as subsidiaries of Parisian, Inc., McRae’s, Inc., Saks Distribution
Center, Inc. and McRIL, LLC.




-32-









 







Parisian: Effective October 31, 2006, pursuant to an Asset Purchase Agreement dated
October 25, 2006 between The Bon-Ton Stores, Inc. (“Parent”) and Belk, Inc., which was assigned by
Parent to The Bon-Ton Department Stores, Inc., The Bon-Ton Department Stores, Inc. acquired four
Parisian department stores and the rights for the construction of a fifth Parisian store.




Trade Names:




	 	 	 
	Entity	 	Trade Names Used
	The Bon-Ton Department Stores, Inc.

	 	Bon-Ton; Capital City Commons; Carson Pirie
Scott; Elder-Beerman; Herberger’s; Parisian;
Younkers
	Bon-Ton Distribution, Inc.

	 	Carson Pirie Scott Furniture Clearance Center
	The Bon-Ton Giftco, Inc.

	 	Bon-Ton
	The Bon-Ton Stores of Lancaster, Inc.

	 	Bon-Ton
	Carson Pirie Scott II, Inc.

	 	Bon-Ton; Boston Store; Herberger’s; Younkers
	The Elder-Beerman Stores Corp.

	 	Bon-Ton; Elder-Beerman; Younkers
	McRIL, LLC

	 	Bergner’s; Carson Pirie Scott; Carson Pirie
Scott Furniture Gallery; Younkers







-33-











 





Schedule 9.1.12




Intellectual Property




Trademarks




Owner: The Bon-Ton Trade, LLC




	 	 	 	 	 	 	 
	 	 	Registration/Serial	 	Registration
	Trademark Name	 	Number	 	Date/Filing Date
	AUTHENTIC U

	 	 	77,364,016	 	 	1/4/2008
	AUTHENTIC U
AUTHENTIC UNIVERSITY
GRADE A GOODS (DESIGN)

	 	 	3,515,296	 	 	10/14/2008
	BOSTON STORE

	 	Wisconsin 6,482
	 	8/3/1988
	BOSTON STORE

	 	 	3,666,012	 	 	8/11/2009
	BT JEWELED

	 	 	77,814,203	 	 	8/27/2009
	CUDDLE BEAR

	 	 	2,001,829	 	 	9/17/1996
	EBRIDE

	 	 	2,789,053	 	 	12/02/2003
	EXERTEK

	 	 	3,528,518	 	 	11/4/2008
	FLURRYVILLE COLLECTION

	 	 	3,672,167	 	 	8/25/2009
	GAME DAY COLLECTION
(Sub-brand under
CONSENSUS)

	 	 	3,684,153	 	 	9/15/2009
	GIVE * JOY (Design)

	 	 	3,584,404	 	 	3/3/2009
	GIVE JOY

	 	 	3,584,389	 	 	3/3/2009
	JENNY BUCHANAN

	 	 	2,335,651	 	 	3/28/2000
	JENNY BUCHANAN

	 	 	2,015,874	 	 	11/12/1996
	JENNY BUCHANAN

	 	 	2,015,870	 	 	11/12/1996
	JENNY BUCHANAN

	 	 	2,006,731	 	 	10/8/1996
	JUST CHILL

	 	 	3,620,462	 	 	5/12/2009
	LIVING GREEN

	 	 	77,648,515	 	 	1/13/2009
	LIVING GREEN

	 	 	77,636,919	 	 	12/19/2008
	MADISON & MAX

	 	 	2,856,632	 	 	6/22/2004
	ONE PHILOSOPHY

	 	 	77,422,306	 	 	3/14/2008
	RAMPED UP

	 	 	77,842,383	 	 	10/6/2009
	RU RAMPED UP (and design)

	 	 	77,848,597	 	 	10/14/2009
	SUSQUEHANNA TRAIL
OUTFITTERS

	 	 	1,397,712	 	 	6/17/1986
	SUSQUEHANNA TRAIL
OUTFITTERS

	 	 	3,217,597	 	 	3/13/2007
	THE BON-TON

	 	 	1,680,687	 	 	3/24/1992
	THE BON-TON (design)

	 	 	1,661,242	 	 	10/15/1991






-34-









 






Owner: The Bon-Ton Trade Corp.




	 	 	 	 	 	 	 
	 	 	Registration/Serial	 	Registration
	Trademark Name	 	Number	 	Date/Filing Date
	SMART LOOK, SMART PRICES

	 	 	2,905,339	 	 	11/23/2004






Owner: Carson Pirie Scott II, Inc.




	 	 	 	 	 	 	 
	 	 	Registration/Serial	 	Registration
	Trademark Name	 	Number	 	Date/Filing Date
	BRECKENRIDGE

	 	 	966,580	 	 	8/21/1973
	BRECKENRIDGE

	 	 	3,022,152	 	 	11/29/2005
	BRECKENRIDGE
(Canada)

	 	TMA230293
	 	9/15/1978; Assigned to Saks 10/16/03. Assigned to CPS II, Inc.
	CARSON PIRIE SCOTT

	 	 	1,143,734	 	 	12/16/1980
	CARSONS

	 	 	1,395,289	 	 	5/27/1986
	CELEBRATION WEDDING &
GIFT REGISTRY

	 	 	2,646,804	 	 	11/5/2002
	CELEBRATIONS REGISTRY
FOR VERY SPECIAL
OCCASIONS

	 	 	3,628,605	 	 	5/26/2009
	CELEBRATIONS REGISTRY
FOR VERY SPECIAL
OCCASIONS

	 	 	3,632,950	 	 	6/2/2009
	CEZANI

	 	 	3,423,603	 	 	5/6/2008
	CEZANI

	 	 	1,869,666	 	 	12/27/1994
	CHANTEUSE

	 	 	3,069,447	 	 	3/14/2006
	CHARGE AGAINST BREAST
CANCER

	 	 	2,412,363	 	 	12/12/2000
	COME TO THE RIGHT PLACE

	 	 	2,021,357	 	 	12/3/1996
	CONSENSUS

	 	 	2,363,348	 	 	6/27/2000
	CONSENSUS GOLF LOGO

	 	 	2,852,867	 	 	6/15/2004
	FLURRYVILLE COLLECTION

	 	 	2,772,645	 	 	10/7/2003
	HERBERGER’S

	 	 	2,278,878	 	 	9/21/1999
	INTIMATE ESSENTIALS

	 	 	3,483,180	 	 	8/12/2008
	KENNETH ROBERTS

	 	 	77,836,970	 	 	9/29/2009
	KENNETH ROBERTS PLATINUM

	 	 	3,436,925	 	 	5/27/2008
	LITTLE MISS ATTITUDE

	 	 	3709384	 	 	11/10/2009
	LIVING QUARTERS

	 	 	2,385,966	 	 	9/12/2000






-35-









 






	 	 	 	 	 	 	 
	 	 	Registration/Serial	 	Registration
	Trademark Name	 	Number	 	Date/Filing Date
	LIVING QUARTERS

	 	 	2,493,154	 	 	9/25/2001
	LIVING QUARTERS (Canada)

	 	Reg. No. 688504
	 	5/29/2007
	MISS ATTITUDE

	 	 	77,630,455	 	 	12/10/2008
	MISS ATTITUDE

	 	 	3,002,529	 	 	9/27/2005
	MISS ATTITUDE

	 	 	3,528,399	 	 	11/4/2008
	MISS ATTITUDE

	 	 	2,934,265	 	 	3/15/2005
	MISS ATTITUDE

	 	 	2,934,263	 	 	3/15/2005
	MISS ATTITUDE

	 	 	3,046,737	 	 	1/17/2006; Amended 8/14/07.
	MISS ATTITUDE

	 	 	2,933,999	 	 	3/15/2005
	MISS ATTITUDE

	 	 	2,934,000	 	 	3/15/2005
	MISS ATTITUDE

	 	 	2,968,804	 	 	7/12/2005
	NORTHERN LODGE

	 	 	3,485,550	 	 	8/12/2008
	NORTHERN LODGE

	 	 	3,569,648	 	 	2/3/2009
	PAINT THE TOWN

	 	 	2,958,408	 	 	5/31/2005
	PARADISE COLLECTION

	 	 	3,292,860	 	 	9/18/2007
	PARADISE COLLECTION
Palm Tree Design

	 	 	3,347,154	 	 	12/4/2007
	PURSUITS, LTD

	 	 	2,589,337	 	 	7/2/2002
	RELATIVITY

	 	 	2,813,306	 	 	2/10/2004
	RELATIVITY

	 	 	2,384,258	 	 	9/5/2000
	(RELATIVITY)

	 	 	2,635,572	 	 	10/15/2002
	STUDIO WORKS

	 	 	3,570,064	 	 	2/3/2009
	STUDIO WORKS

	 	 	2,407,600	 	 	11/28/2000
	TECH TREK

	 	 	3,127,728	 	 	8/8/2006
	TRIP READY

	 	 	3,587,976	 	 	3/10/2009
	URIT

	 	 	2,450,127	 	 	5/8/2001
	YOUNKERS (Stylized)

	 	 	1,795,407	 	 	9/28/1993
	(RELATIVITY) DESIGN LAB

	 	 	2,765,740	 	 	09/16/2003
	RBM COLLECTION

	 	 	2,322,844	 	 	02/29/2000






-36-









 






Owner: The Elder-Beerman Stores Corp.




	 	 	 	 	 	 	 
	 	 	Registration/Serial	 	Registration
	Trademark Name	 	Number	 	Date/Filing Date
	AFFINITY

	 	 	1,645,326	 	 	5/21/01
	DANIELLE MARTIN (and design)

	 	 	1,798,768	 	 	10/12/1993
	EB KIDS PLACE

	 	 	1,573,311	 	 	12/26/1989
	Elder-Beerman (Stylized)

	 	 	1,332,638	 	 	4/23/1985






Owner: McRIL, LLC




	 	 	 	 	 
	 	 	Registration/Serial	 	Registration
 Date/Filing
	Trademark Name	 	Number	 	Date
	BERGNER’S
	 	Illinois 095011	 	10/17/2005
	BERGNER’S & Design
	 	Illinois 095012	 	10/17/2005






-37-









 






Copyrights




Owner: The Bon-Ton Department Stores, Inc.




	 	 	 	 	 
	Copyright	 	Copyright No.	 	Registration Date
	Doing a good business: 100 years at the Bon-Ton

	 	TX4880277
	 	10/28/98





Owner: The Elder-Beerman Stores Corp. (currently owned by Elder-Beerman Stores Corporation)




	 	 	 	 	 
	Copyright	 	Copyright No.	 	Registration Date
	Elder-Beerman Stores Corporation: A
Tradition of Success.

	 	TX 1896055
	 	7/1/86






Owner: Carson Pirie Scott II, Inc. (currently owned by McRae’s, Inc.)




	 	 	 	 	 
	Copyright	 	Copyright No.	 	Registration Date
	A Tale from Flurryville: The Berg’s Big
Surprise/written and illustrated by Todd
Lamerton

	 	TX5900922
	 	1/13/04
	Wow! What a Cow: A Tale from Funky
Farm/written and illustrated by Todd Lamerton

	 	TX5744198
	 	4/29/03
	A Tale from Flurryville: Arctic Bart Finds His
Happy Heart/written and illustrated by Todd
Lamerton

	 	TX5638101
	 	11/19/02
	Holiday celebrations with recipes from Younkers

	 	TX5658257
	 	12/27/02






Owner: The Bon-Ton Stores, Inc.




	 	 	 	 	 
	Copyright	 	Copyright No.	 	Registration Date
	Baxter shares his bear

	 	TX6497902
	 	1/9/07






-38-









 






Owner: Carson Pirie Scott, Inc. (merged into The Bon-Ton Department Stores, Inc.)




	 	 	 	 	 
	Copyright	 	Copyright No.	 	Registration Date
	Parisian celebrating a century of service
(currently owned by Parisian, Inc.)

	 	TX2217381
	 	1/21/88
	Presentation—a manual of standards and guidelines
(currently owned by Parisian, Inc.)

	 	TX3196448
	 	11/21/91
	Riverchase Galleria, Parisian grand opening
(currently owned by Giancarlo Imiglia)

	 	VA239074
	 	9/5/86
	Made in Wisconsin
(currently owned by Boston Store)

	 	VA81949
	 	2/23/81
	Cratchits’ Christmas dinner*
(currently owned by Joanna Strauss)

	 	VA00006480
	 	6/8/78








 




			
	*	 	This copyright was registered under “Carson Pirie Scott” instead of Carson Pirie Scott, Inc.”




-39-









 










Schedule 9.1.15




Environmental Matters



None.



-40-









 





Schedule 9.1.16




Restrictive Agreements




	1.	 	Mortgage and Security Agreement between The Bon-Ton Properties — Eastview, L.P. and CS
First Boston Mortgage Capital Corp (since transferred to Wachovia Bank, N.A.) dated as of
May 17, 1996, as amended from time to time.
	 
	2.	 	Mortgage and Security Agreement between The Bon-Ton Properties — Greece Ridge, L.P.
and CS First Boston Mortgage Capital Corp (since transferred to Wachovia Bank, N.A.) dated
as of May 17, 1996, as amended from time to time.
	 
	3.	 	Mortgage and Security Agreement between The Bon-Ton Properties — Market Place, L.P.
and CS First Boston Mortgage Capital Corp (since transferred to Wachovia Bank, N.A.) dated
as of May 17, 1996, as amended from time to time.
	 
	4.	 	Commercial Industrial Revolving Loan Agreement between the City of Scranton and The
Bon-Ton Department Stores, Inc. dated as of July 5, 2000.
	 
	5.	 	Senior Notes of The Bon-Ton Department Stores, Inc. due 2014.
	 
	6.	 	Loan and Security Agreement, dated as of March 6, 2006, as amended by Amendment No.1
dated as of November 20, 2007 and as further amended by Amendment No. 2 dated as of
November ___, 2009, by and among The Bon-Ton Department Stores, Inc., a Pennsylvania
corporation (“Bon-Ton”), The Elder-Beerman Stores Corp., an Ohio corporation
(“Elder-Beerman” and together with Bon-Ton, the “Borrowers”), certain
subsidiaries of the Borrowers party thereto as obligors, the lenders named therein, and
Bank of America, N.A., as agent for the Lenders.
	 
	7.	 	Loan Agreement between Bank of America, N.A. and Bonstores Realty One, LLC dated as of
March 6, 2006.
	 
	8.	 	Loan Agreement between Bank of America, N.A. and Bonstores Realty Two, LLC dated as of
March 6, 2006.
	 
	9.	 	Capital lease agreements detailed on Schedule 10.2.1 (#4a – #4c) for store numbers 531,
535, 540, 541, 542 and 543.
	 
	10.	 	Capital lease agreements with Cisco Systems Capital Corporation and Verizon Credit Inc.
detailed on Schedule 10.2.1 (#4d - #4e) for electronic equipment.




-41-









 











Schedule 9.1.17




Litigation



None.




-42-











 





Schedule 9.1.22




Labor Contracts



Collective Bargaining Agreements





	 	1.	 	Agreement, dated as of May 1, 2005, by and between Carson Pirie Scott d/b/a
Boston Store and Local 86 UNITE HERE (Union of Needletrades, Industry, Textiles
Employees).
	 
	 	2.	 	Agreement, dated as of May 1, 2004, by and between Carson Pirie Scott &
Co. and Local 134 of the International Brotherhood of Electrical Workers, AFL-CIO.
	 
	 	3.	 	Agreement, dated as of June 8, 2003, by and between Local Union No.
147, affiliated with the International Brotherhood of Teamsters, and Saks
Incorporated.
	 
	 	4.	 	Terms of Agreement, ratified by union members on October 3, 2005, by
and between Carson Pirie Scott & Co., and International Union of Operating
Engineers, Local Union No. 399, affiliated with the AFL-CIO.
	 
	 	5.	 	Agreement, dated May 1, 2004, by and between Saks Incorporated and the
Heartland Regional Counsel of Carpenters, Local Union No. 106, United Brotherhood
of Carpenters & Joiners of America.
	 
	 	6.	 	Agreement, dated January 1, 2002, between Saks Incorporated and Des
Moines, Iowa Local Union #347 of the International Brotherhood of Electrical
Workers, affiliates of the AFL-CIO, CLC.
	 
	 	7.	 	Agreement, dated May 1, 1998, by and between Painters Local Union No.
246, affiliated with the Brotherhood of Painters and Allied Trades and Younkers.
	 
	 	8.	 	Milwaukee Inside Wiremen Agreement, effective June 1, 1994, by and
between the Electrical Contractors Association Milwaukee Chapter, N.E.C.A., Inc.
and Local Union 494, I.B.E.W.
	 
	 	9.	 	Agreement, dated as of June 1, 1984, between Milwaukee Boston Store
Company and Electrical Workers Local Union 494, I.B.E.W., AFL-CIO, of Milwaukee,
Wisconsin.






	 	 	Note: For Agreements (2) thru (9) listed above, there is no bargaining unit because the
facilities to which they relate have been closed. It is the intent of the Company to
terminate these agreements that have no active members.





Material Consulting Agreements




	 	 	The Bon-Ton Stores, Inc. and/or The Bon-Ton Department Stores, Inc. has entered into
the following consulting agreements, which may be regarded as material:







	 
	 	1.	 	Letter Agreement with Henry Doneger Associates, Inc.
	 
	 	2.	 	Letter Agreement with Directives West Consultants to Retail.




-43-









 












	 	3.	 	Letter Agreement with Michael Gleim.
	 
	 	4.	 	Letter Agreement with Lazard Frères & Company, LLC.
	 
	 	5.	 	Letter Agreement with Mercer Health & Benefits, LLC.
	 
	 	6.	 	Letter Agreement with Kurt Salmon Associates.




-44-









 











Schedule 10.2.1




Existing Debt




	1.	 	Loan and Security Agreement, dated as of March 6, 2006, as amended by Amendment No.1
dated as of November 20, 2007 and as further amended by Amendment No. 2 dated as of
November ___, 2009, by and among The Bon-Ton Department Stores, Inc., a Pennsylvania
corporation (“Bon-Ton”), The Elder-Beerman Stores Corp., an Ohio corporation
(“Elder-Beerman” and together with Bon-Ton, the “Borrowers”), certain
subsidiaries of the Borrowers party thereto as obligors, the lenders named therein, and
Bank of America, N.A., as agent for the Lenders.
	 
	2.	 	Mortgage Note Facility: On May 17, 1996, Bon-Ton entered into agreements with regard to
twenty-year mortgage notes in an aggregate principal amount of $23.4 million secured by its
four stores in Rochester, New York (store numbers 96, 97, 98 and 99). The Irondequoit
property (store number 98) was sold on April 2, 2007, and the related mortgage note in the
principal amount of $3.5 million was paid in full. The mortgage notes on the remaining
three stores have principal payable in varying monthly installments through June 2016 and
interest payable monthly at 9.62%. The mortgages are secured by land and buildings. As of
October 31, 2009, there remained an aggregate amount of $10.0 million of mortgage notes
outstanding.
	 
	3.	 	Scranton Loan: On July 5, 2000, The Bon-Ton Department Stores, Inc. entered into a
$1.0 million commercial industrial revolving loan agreement with the City of Scranton for
improvements to its store in Scranton, PA (store number 41, The Mall@Steamtown). Interest
is payable monthly at a rate of 5% through January, 2011, when the entire principal balance
is also due to be repaid.
	 
	4.	 	Capital Leases:






	 	a.	 	For store numbers 531, 540, 541 and 543, McRIL, LLC is a tenant
under lease agreements originally between Chicago Title & Trust Company, Six
Anchors Limited Partnership, and CPS Realty Partnership. The current landlords
are C.R. Center, L.P. for store number 531, WEC 98C-5 LLC for store number 540,
WEC 98C-4 LLC for store number 541 and WEC 98C-2 LLC for store number 543. The
terms of all four leases are 10/31/1985 thru 01/31/2024 with five 5-year
optional extensions and an option to purchase.
	 
	 	b.	 	For store number 535, Carson Pirie Scott II, Inc. is a tenant
under lease agreements originally between Chicago Title & Trust Company, Six
Anchors Limited Partnership, and CPS Realty Partnership. WEC 98C-3, LLC is the
current landlord. The term of the lease is 10/31/1985 thru 01/31/2024 with
five 5-year optional extensions and an option to purchase.
	 
	 	c.	 	For store number 542, The Bon-Ton Department Stores, Inc. is a
tenant under a lease agreement originally between Lake County Trust Company, as
Trustee, and CPS Realty Partnership. WEC 98C-6 LLC is the current landlord.
The term of the lease is 10/31/1985 thru 01/31/2024 with five 5-year optional
extensions and an option to purchase.






	 	 	 	The six capital lease agreements listed above had a $65.5 million principal balance
outstanding as of October 31, 2009.




-45-









 












	 	d.	 	Master Lease agreement between The Bon-Ton Department Stores,
Inc. and Verizon Credit Inc. Schedule I is for electronic equipment used to
upgrade the point-of-sale system in former NDSG stores. The Schedule I lease
period commenced April 14, 2009 and has a term of 36 months. As of October 31,
2009, the Schedule I lease had a principal balance outstanding of $3.8 million.
Schedule II is for electronic equipment used to upgrade the Company’s
communications systems. It has a term of 36 months which commenced on October
27, 2009. As of October 31, 2009, the Schedule II lease had a principal
balance outstanding of $1.9 million.
	 
	 	e.	 	Lease agreement between The Bon-Ton Department Stores, Inc. and
Cisco Systems Capital Corporation for electronic equipment used to upgrade the
communications system in the Elder-Beerman stores. The lease commenced January
27, 2009 and has a term of 36 months. As of October 31, 2009, the lease had a
principal balance outstanding of $0.5 million.




-46-









 











Schedule 10.2.2

Existing Liens





	 	1.	 	Mortgages pursuant to the Mortgage Loan Debt on the twenty-three retail store locations
and one distribution facility owned by either Bonstores Realty One, LLC or Bonstores Realty
Two, LLC.
	 
	 	2.	 	Other Mortgages:





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Outstanding
	 	 	 	 	 	 	Principal Balance
	 	 	 	 	Entity Subject	 	As of 10/31/09
	Mortgage Holder	 	Location	 	to the Mortgage	 	($000s)
	Wachovia

	 	Marketplace Mall, N.Y.
	 	The Bon-Ton
Properties-Marketplace,
L.P.
	 	$	2,422	 
	Wachovia

	 	Eastview Mall, N.Y.
	 	The Bon-Ton
Properties-Eastview,
L.P.
	 	$	3,590	 
	Wachovia

	 	Greece Ridge Mall, N.Y.
	 	The Bon-Ton
Properties-Greece
Ridge, L.P.
	 	$	3,952	 
	City of Scranton

	 	Mall at Steamtown, P.A.
	 	The Bon-Ton Department
Stores, Inc.
	 	$	1,000	 







	3.	 	Liens on six locations (store numbers 531, 535, 540, 541, 542, and 543) held as capital
leases in favor of the following: C.R. Center, L.P., WEC 98C-2 LLC, WEC 98C-3 LLC, WEC
98C-4 LLC, WEC 98C-5 LLC, and WEC 98C-6 LLC. See #4 on Schedule 10.2.1 for additional
information.
	 
	4.	 	Lien in favor of The Housing and Redevelopment Authority of the City of Saint Paul,
Minnesota on the Real Property located at 1400 University Place, St. Paul, Minnesota 55104.
	 
	5.	 	Security interests in certain electronic equipment in favor of Verizon Credit, Inc.
(see #4d on Schedule 10.2.1) and Cisco Systems Capital Corporation (see #4e on Schedule
10.2.1).




These security interests cover the proceeds of the property as well as the property itself.











-47-









 








Schedule 10.2.2(c)




Existing Tax Liens



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Debtor	 	Jurisdiction	 	Secured	 	File Date	 	File Type	 	File #	 	Description
	THE
ELDER-BEERMAN
STORES CORP.

	 	OH — MONTGOMERY
COUNTY OF COMMON
PLEAS
	 	State of Ohio
	 	8/26/2005
	 	State Tax Lien

Search
	 	U/L-05-085928
	 	$	1,536.11	 
	THE ELDER-BEERMAN
STORES CORP.

	 	OH — MONTGOMERY
COUNTY OF COMMON
PLEAS
	 	State of Ohio
	 	4/11/2006
	 	State Tax Lien

Search
	 	U/L-06-031871
	 	$	1,326.73	 
	THE ELDER-BEERMAN
STORES CORP.

	 	OH — MONTGOMERY
COUNTY OF COMMON
PLEAS
	 	State of Ohio
	 	6/16/2006
	 	State Tax Lien

Search
	 	U/L-06-054910
	 	$	213.94	 
	THE ELDER-BEERMAN
STORES CORP.

	 	OH — MUSKINGUM
COUNTY COURT OF
COMMON PLEAS
	 	State of Ohio
	 	1/5/1996
	 	State Tax Lien

Search
	 	2/27
	 	$	37,177.21	 






-48-









 






Schedule 10.2.17




Existing Affiliate Transactions




	1.	 	The Bon-Ton Department Stores, Inc. (“Bon-Ton”) leases its Oil City,
Pennsylvania store from Nancy T. Grumbacher, Trustee of the 2002 Indenture of Trust of M.
Thomas Grumbacher, pursuant to a lease entered into on January 1, 1981. The rental payments
under this lease were $223,500 during fiscal 2008 and $167,625 during the 39 weeks ended
October 31, 2009. The Oil City lease terminates on July 31, 2011, and Bon-Ton has four
five-year renewal options. Ms. Grumbacher is the wife of Tim Grumbacher, Bon-Ton’s
Executive Chairman of the Board.
	 
	2.	 	Michael L. Gleim, a non-employee director, provides services as a consultant to the
Board of Directors and senior management of The Bon-Ton Department Stores, Inc.
(“Bon-Ton”) and serves as chair of Bon-Ton’s retirement plan committee. On March
17, 2009, the Human Resources and Compensation Committee of the Board of Directors approved
the continuation of this consulting arrangement. For his services, Bon-Ton pays Mr. Gleim
an annual fee of $150,000, payable in equal monthly installments. The term of this
continued consulting arrangement is January 1, 2009 through December 31, 2009. In
addition, Mr. Gleim receives a $50,000 annual payment as a supplemental executive
retirement plan benefit from Bon-Ton pursuant to the terms of an employment agreement with
Mr. Gleim with respect to his employment as Vice Chairman of Bon-Ton from 1995 to 2002.
	 
	3.	 	Employment Agreements:
	 
	 	 	The Bon-Ton Stores, Inc. has entered into the following employment agreements:






	 	a.	 	Employment Agreement with Byron L. Bergren.
	 
	 	b.	 	Employment Agreement with Anthony Buccina.
	 
	 	c.	 	Employment Agreement with Stephen Byers.






	4.	 	The Bon-Ton Stores, Inc. entered into an Executive Transition Agreement with Tim
Grumbacher.
	 
	5.	 	The Bon-Ton Stores, Inc. has entered into a Supplemental Executive Retirement Plan
dated February 3, 2001 as well as various severance plans with certain executives.
	 
	6.	 	The Bon-Ton Stores, Inc. has entered into a Registration Rights Agreement dated October
31, 2003 with Tim Grumbacher.
	 
	7.	 	1991 Shareholders’ Agreement by and among The Bon-Ton Stores, Inc., M. Thomas
Grumbacher and certain restricted shareholders named therein.




-49-









 











EXHIBIT A

to

Second Lien Loan and Security Agreement




TERM NOTE



	 	 	 	 	 
	
               
      , 20     

	 	$                         
	 	New York, New York
	 
	 	 	 	 





     THE BON-TON DEPARTMENT STORES, INC., a Pennsylvania corporation (“Bon-Ton”) and THE
ELDER-BEERMAN STORES CORP., an Ohio corporation (“Elder-Beerman” and together with Bon-Ton,
collectively, the “Borrowers”), for value received, hereby unconditionally promise to pay,
on a joint and several basis, to the order of                           (“Lender”), in
Dollars and immediately available funds, the principal sum of                 DOLLARS
($               ), or if less, the unpaid principal sum of the Term Loan outstanding under the Loan
Agreement referred to below, which sum shall be due and payable in such amounts and on such dates
as are set forth in the Loan Agreement referred to below, together with all accrued and unpaid
interest thereon, and such amounts may not be reborrowed. Terms are used herein as defined in the
Second Lien Loan and Security Agreement dated as of November 18, 2009, as such agreement may be
amended, modified, renewed or extended from time to time (the “Loan Agreement”), among the
Borrowers, the affiliates of the Borrowers party thereto as guarantors, the lenders from time to
time party thereto as lenders (collectively, “Lenders”), SANKATY ADVISORS, LLC, a Delaware
limited liability company, as administrative agent for the Lenders (together with its successors
and assigns, “Agent”), GB MERCHANT PARTNERS, LLC, a Delaware limited liability company, as
collateral agent for the Lenders (together with its successors and permitted assigns,
“Collateral Agent”) and GA CAPITAL, LLC, a Delaware limited liability company, as
documentation agent for the Lenders (together with its successors and permitted assigns,
“Documentation Agent”).



     Principal of and interest on this Term Note from time to time outstanding shall be due and
payable in such amounts and on such dates as provided in the Loan Agreement. This Term Note is
issued pursuant to and evidences Loans under the Loan Agreement, to which reference is made for a
statement of the rights and obligations of Lender and the duties and obligations of Borrowers. The
Loan Agreement contains provisions for acceleration of the maturity of this Term Note upon the
happening of certain stated events, and for the borrowing, prepayment and reborrowing of amounts
upon specified terms and conditions.



     The holder of this Term Note is hereby authorized by Borrowers to record on a schedule annexed
to this Term Note (or on a supplemental schedule) the amounts owing with respect to the Loans, and
the payment thereof. Failure to make any notation, however, shall not affect the rights of the
holder of this Term Note or any obligations of Borrowers hereunder or under any other Loan
Documents.



     Time is of the essence of this Note. Each Borrower and all endorsers, sureties and guarantors
of this Term Note hereby severally waive demand, presentment for payment, protest,



A-1









 




notice of protest, notice of intention to accelerate the maturity of this Term Note, diligence in
collecting, the bringing of any suit against any party, and any notice of or defense on account of
any extensions, renewals, partial payments, or changes in any manner of or in this Term Note or in
any of its terms, provisions and covenants, or any releases or substitutions of any security, or
any delay, indulgence or other act of any trustee or any holder hereof, whether before or after
maturity.




     In no contingency or event whatsoever shall the amount paid or agreed to be paid to the holder
of this Term Note for the use, forbearance or detention of money advanced hereunder exceed the
highest lawful rate permitted under Applicable Law. If any such excess amount is inadvertently
paid by Borrowers or inadvertently received by the holder of this Term Note, such excess shall be
returned to Borrowers or credited as a payment of principal, in accordance with the Loan Agreement.
It is the intent hereof that Borrowers not pay or contract to pay, and that holder of this Term
Note not receive or contract to receive, directly or indirectly in any manner whatsoever, interest
in excess of that which may be paid by Borrowers under Applicable Law.



     This Term Note shall be governed by the laws of the State of New York, including, without
limitation, New York General Obligations Law Sections 5-1401 and 5-1402 (but giving effect to
federal laws relating to national banks).



     This Term Note is being issued with OID. Information described in Regulation § 1.1275-3
promulgated under the IRC may be obtained by writing to: The Bon-Ton Department Stores, Inc., 2801
East Market Street, York, PA 17402.



[Remainder of this page intentionally left blank.]






A-2









 







     IN WITNESS WHEREOF, this Term Note is executed as of the date set forth above.




	 	 	 	 	 
	 	THE BON-TON DEPARTMENT STORES, INC.

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE ELDER-BEERMAN STORES CORP.

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




A-3











 





Confidential treatment has been requested.

Redacted material has been separately filed with the Commission.




EXHIBIT B



Borrowing
Base Certificate for The Bon-Ton Department Stores, Inc.

(Period ending 10/24/09)



Date:                     




Cert. No.                     




	 	 	 

	Tranche A

	Cost	 
	
	 	 






	 	 	 	 	 	 	 	 	 

	Ending S/L Inventory as of:
	 	10/17/2009	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	ADD
	 	Purchases at Retail	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	LESS
	 	[***]	 	 	 	 
	 	 
	 
	 	[***]	 	 	 	 
	 	 
	 
	 	[***]	 	 	 	 
	 	 
	 
	 	[***]	 	 	 	 
	 	 
	 
	 	[***]	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	Ending S/L Inventory as of:
	 	10/24/2009	 	 	 	 	 	 






	 	 	 	 
	Cost Complement (1-CMU%)


	 	%	 
	 
	 	 	 
	Ending S/L Inventory at Cost

	 	 
	 
	Eligible L/C/ Inventory

	 	 
	 
	Eligible In-Transit Inventory

	 	 
	 






     Total Inventory as of:       10/24/2009



	 	 	 	 	 	 	 

	LESS: Ineligibles

	 	Unearned Discount Reserve
	 

	 
	 

	 	Private Brand Load Reseve
	 

	 
	 

	 	Reserve for PO’s on LC by Received by EOM
	 

	 
	 

	 	Advertising Reserve
	 

	 
	 

	 	Damaged Inventory
	 

	 
	 

	 	Sample Inventory
	 

	 
	 

	 	RTV Inventory
	 

	 
	Total Ineligible

	 	 	 	 	0.00	 
	 

	 	 	 	 	 	 





	 	 	 	 

	Net Eligible Inventory
	 	0.00
	 
	 	 
	Inventory Advance Rate:
	 	 
	NOLV
	 	 
	 
	 	 
	Inventory Availability
	 	0.00
	 
	 	 






	 	 	 	 	 

	Appraised Value of Eligible Real Estate

	 	 	%	 
	 
	 	 	 
	Eligible Real Estate Advance Rate (steps down to 40% at 12/31/10)

	 	 	 	 
	(Capped at $65MM)
	 	 	 	 
	Real Estate Availability

	 	 	0.00	 
	 
	 	 	 
	Credit Card Accounts Receivable

	 	 
	 
	Credit Card Accounts Receivable Advance Rate

	 	 	%	 
	 
	 	 	 
	 
	 	 	 	 
	Credit Card Accounts Receivable Availability

	 	 	0.00	 
	 
	 	 	 






B-1









 






Confidential treatment has been requested.

Redacted material has been separately filed with the Commission.




	 	 	 	 	 

	Total Availability before Reserves

	 	 	0.00	 
	
	 	 	 	 






	 	 	 	 	 

	LESS
	 	[***	 	 
	 
	 	[***]	 	 
	 
	 	[***]	 	 
	 
	 	[***]	 	 
	 
	 	[***]	 	 
	Total Reserves
	 	 	 	0.00

	
	 	 	 	 







	 	 	 	 	 

	A Availability

	 	 	0.00	 
	

	 	 	 	 





Tranche A-1




	 	 	 

	A-1 Eligible Inventory
	 	0.00
	 
	 
	 
	A-1 Advance Rate
	 	 
	[***]
	 	 

	A-1 Available Inventory
	 	 
	 
	Appraised Value of Eligible Real Estate
	 	0.00
	 
	 
	 
	Eligible Real Estate Advance Rate
	 	%
	 
	 
	 
	A-1 Real Estate Availability
	 	 





A-1 Availability




	 	 	 	 	 

	Combined Availability

	 	 	0.00	 





Availability Calculation




	 	 	 	 	 	 	 	 

	Prior Day End of Day Principal Balance
	 	 	 	 	 	 
	 

	 	ADD
	 	Current Day’s Advance
	 	 

	 

	 	 	 	Fees Charged Today
	 	 

	 

	 	LESS
	 	Current Day’s	 	 
	 

	 	 	 	Paydown
	 	 







	 	 	 	 	 

	Projected Current Day Ending Principal Balance

	0	 	 	 
	 	 






	 	 	 	 	 

	 

	 	ADD

	 	Estimated Documentary Letters of Credit
	 

	 	 	 	Estimated Standby Letters of Credit
	 

	 	 	 	(Both of the above are calculated as Prior Day Balances plus projected
	 

	 	 	 	Current Day issuances/amendments and less projected Current Day payments)





Total Projected Current Day Loan Balance




				
	Projected Current Day Net Availability
	 	 	0.00
	 	 	 	 





The foregoing information is delivered to Sankaty Advisors, LLC in accordance with a Second Lien Loan and Security Agreement between Sankaty Advisors, LLC and The
Bon-Ton Department Stores, Inc. dated as of                     . I hereby certify that the information contained herein is true and correct as of the dates shown
herein. Nothing contained herein shall constitute a waiver, modification, or limitation of any of the terms or conditions set forth in the referenced Loan and
Security Agreement.




	 	 	 	 	 

	Prepared by:

	 	 	 	Approved by:
	Title: Treasury Manager

	 	 	 	Title: Sr. VP and Treasurer
	Date:
                   
                   


	 	 	 	Date:                    
                   








B-2









 








TERM LOANS AND PAYMENTS WITH RESPECT THERETO




	 	 	 	 	 	 	 	 	 
	 	 	 	 	Amount of	 	 	 	 
	 	 	 	 	Principal or	 	Outstanding	 	 
	 	 	Amount of	 	Interest	 	Principal	 	 
	 	 	Term Loan	 	 Paid This	 	Balance	 	 
	Date	 	Made	 	Date	 	This Date	 	Notation Made By
	 
	 
	 	 	 	 	 	 	 	 
	 


	 	 

	 	 

	 	 

	 	 

	 


	 	 

	 	 

	 	 

	 	 

	 


	 	 

	 	 

	 	 

	 	 

	 


	 	 

	 	 

	 	 

	 	 

	 


	 	 

	 	 

	 	 

	 	 

	 


	 	 

	 	 

	 	 

	 	 

	 


	 	 

	 	 

	 	 

	 	 

	 


	 	 

	 	 

	 	 

	 	 

	 


	 	 

	 	 

	 	 

	 	 

	 


	 	 

	 	 

	 	 

	 	 

	 


	 	 

	 	 

	 	 

	 	 

	 


	 	 

	 	 

	 	 

	 	 

	 


	 	 

	 	 

	 	 

	 	 

	 


	 	 

	 	 

	 	 

	 	 

	 


	 	 

	 	 

	 	 

	 	 

	 


	 	 

	 	 

	 	 

	 	 

	 


	 	 

	 	 

	 	 

	 	 

	 


	 	 

	 	 

	 	 

	 	 

	 


	 	 

	 	 

	 	 

	 	 








B-3











 





EXHIBIT C

to

Second Lien Loan and Security Agreement




ASSIGNMENT AND ACCEPTANCE



     Reference is made to the Second Lien Loan and Security Agreement dated as of November 18,
2009, as amended (“Loan Agreement”), among THE BON-TON DEPARTMENT STORES, INC., a
Pennsylvania corporation (“Bon-Ton”) and THE ELDER-BEERMAN STORES CORP., an Ohio
corporation (“Elder-Beerman” and together with Bon-Ton, collectively, the
“Borrowers”), the affiliates of the Borrowers party to the Loan Agreement as guarantors,
the lenders party to the Loan Agreement from time to time as lenders (collectively, the
“Lenders”), SANKATY ADVISORS, LLC, a Delaware limited liability company, as administrative
agent for the Lenders (together with its successors and permitted assigns, “Agent”) and the
other agents from time to time party thereto. Terms are used herein as defined in the Loan
Agreement.



                                                                  (“Assignor”)
and                                                                                  
(“Assignee”) agree as follows:



     1. Assignor hereby assigns to Assignee and Assignee hereby purchases and assumes from Assignor
(a) a principal amount of $                     of Assignor’s outstanding Term Loan (the “Assigned
Interest”), together with any interest in the Loan Documents corresponding to the Assigned
Interest. This Agreement shall be effective as of the date (“Effective Date”). From and
after the Effective Date, Assignee hereby expressly assumes, and undertakes to perform, all of
Assignor’s obligations in respect of the Assigned Interest, and all principal, interest, fees and
other amounts which would otherwise be payable to or for Assignor’s account in respect of the
Assigned Interest shall be payable to or for Assignee’s account, to the extent such amounts accrue
on or after the Effective Date.



     2. Assignor (i) represents that as of the date hereof, prior to giving effect to this
assignment, the outstanding balance of its Term Loan, together with principal and any outstanding
interest, is $                    ; (ii) makes no representation or warranty and assumes no responsibility
with respect to any statements, warranties or representations made in or in connection with the
Loan Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or
value of the Loan Agreement or any other instrument or document furnished pursuant thereto, other
than that Assignor is the legal and beneficial owner of the interest being assigned by it hereunder
and that such interest is free and clear of any adverse claim; and (iii) makes no representation or
warranty and assumes no responsibility with respect to the financial condition of Borrowers or the
performance by Borrowers of their obligations under the Loan Documents. [Assignor is attaching the
Term Note[s] held by it and requests that Agent exchange such Term Note[s] for new Notes payable to
Assignee [and Assignor].]



     3. Assignee (i) represents and warrants that it is legally authorized to enter into this
Assignment and Acceptance; (ii) confirms that it has received copies of the Loan Agreement and such
other Loan Documents and information as it has deemed appropriate to make its own credit



C-1









 




analysis and decision to enter into this Assignment and Acceptance; (iii) agrees that it
shall, independently and without reliance upon Assignor and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Loan Documents; (iv) confirms that it is an Eligible Assignee; (v)
appoints and authorizes Agent to take such action as agent on its behalf and to exercise such
powers under the Loan Agreement as are delegated to Agent by the terms thereof, together with such
powers as are incidental thereto; and (vi) agrees that it will observe and perform all obligations
that are required to be performed by it as a “Lender” under the Loan Documents.




          4. Assignee acknowledges and agrees that it will not sell or otherwise dispose of the Assigned
Interest or any portion thereof, or grant any participation therein, in a manner which, or take any
action in connection therewith which, would violate the terms of any Loan Documents.




          5. This Agreement and all rights and obligations shall be interpreted in accordance with and
governed by the laws of the State of New York. If any provision hereof would be invalid under
Applicable Law, then such provision shall be deemed to be modified to the extent necessary to
render it valid while most nearly preserving its original intent; no provision hereof shall be
affected by another provision’s being held invalid.




          6. Each notice or other communication hereunder shall be in writing, shall be sent by
messenger, by telecopy or facsimile transmission or by first-class mail, shall be deemed given when
sent and shall be sent as follows:





	 	(a)	 	If to Assignee, to the following address (or to such other
address as Assignee may designate from time to time):
	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	(b)	 	If to Assignor, to the following address (or to such other
address as Assignor may designate from time to time):
	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	 

	 
	 	 	 	 






          Payments hereunder shall be made by wire transfer of immediately available Dollars as follows:




          If to Assignee, to the following account (or to such other account as Assignee may designate
from time to time):





	 	 	 	 


	 
	 	 	 	 


	 	 	 	ABA No. 


	 
	 	 	 	 





C-2









 






	 	 	 	Account No. 


	 
	 	 	 	Reference: 







          If to Assignor, to the following account (or to such other account as Assignor may designate
from time to time):





	 	 	 	 


	 	 	 	 


	 	 	 	ABA No. 


	 	 	 	 


	 	 	 	Account No. 


	 
	 	 	 	Reference: 







[Signature page to follow]






C-3









 








          IN WITNESS WHEREOF, this Assignment and Acceptance is executed as of                                         .




	 	 	 	 	 
	 	 

(“Assignee”)

 	 
	 	By  	 	 
	 	 	Title: 	 
	 	 	 	 
	 
	 	 

(“Assignor”)

 	 
	 	By  	 	 
	 	 	Title: 	 
	 	 	 	 
	 



Consented to and Agreed as of the date first

set forth above:




	 	 	 	 	 
	SANKATY ADVISORY, LLC, as Agent

 	 	 
	By  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	[THE BON-TON DEPARTMENT STORES, INC., as

Borrower Agent

 	 	 
	By  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	] 	 	 



C-4









 






	 	 	 	 	 



EXHIBIT D

to

Second Lien Loan and Security Agreement




FORM OF COMPLIANCE CERTIFICATE



Financial Statement Date:                    , 20__

(the “Statement Date”)




To: Sankaty Advisors, LLC, as Agent




Ladies and Gentlemen:





     Reference is made to that certain Second Lien Loan and Security Agreement dated as of November
18, 2009 (as amended, restated, supplemented and otherwise modified and in effect from time to
time, the “Loan Agreement”), among The Bon-Ton Department Stores, Inc., a Pennsylvania
corporation (“Bon-Ton”) and The Elder-Beerman Stores Corp., an Ohio corporation,
(“Elder-Beerman” and together with Bon-Ton, collectively, the “Borrowers”), the
affiliates of the Borrowers party thereto as guarantors, the lenders party thereto (the
“Lenders”), Sankaty Advisors, LLC, a Delaware limited liability company, as administrative
agent for the Lenders (together with its successors and permitted assigns, “Agent”) and the
other agents from time to time party thereto. Capitalized terms used herein without definition
shall have the meaning assigned to such terms in the Loan Agreement.



     The undersigned, in the undersigned’s capacity as a Senior Officer of Borrower Agent, and not
in the undersigned’s individual capacity hereby certifies as of the date hereof that he/she is a
Senior Officer of the Borrower Agent, and that, as such, he/she is authorized to execute and
deliver this Certificate to the Agent on the behalf of the Borrowers, and that:



[Use following paragraph 1 for Fiscal Year-end financial statements]




     1. Attached hereto are the year-end audited financial statements required by Section
10.1.2 of the Loan Agreement for the Fiscal Year of Parent ended as of the above date, together
with the report and opinion of an independent certified public accountant required by such section.



[Use following paragraph 1 for fiscal quarter-end financial statements]




     1. Attached hereto are the unaudited financial statements required by Section 10.1.2
of the Loan Agreement for the fiscal quarter of the Parent ended as of the above date. Such
financial statements fairly present the financial condition and results of operations of the
Obligors and their Subsidiaries in accordance with GAAP as at such date and for such period,
subject only to normal year-end adjustments and the absence of footnotes.



     2. A review of the activities of the Obligors during such fiscal period has been made under
the supervision of the undersigned with a view to determining whether during such fiscal period the
Obligors performed and observed all of their Obligations under the Loan Documents, and



FORM OF COMPLIANCE CERTIFICATE








D-1









 








[select one:]




     [to the best knowledge of the undersigned during such fiscal period, no Default has occurred
and is continuing.]



—or—




     [the following covenants or conditions have not been performed or observed and the following
is a list of each such Default and its nature and status:]



[Signatures appear on following page.]



FORM OF COMPLIANCE CERTIFICATE





D-2









 







     IN WITNESS WHEREOF, the undersigned has executed this Certificate in his or her capacity as a
Senior Officer as of                     , 20___.




	 	 	 	 	 
	 	BORROWER AGENT:



THE BON-TON DEPARTMENT STORES, INC.

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	Address:


Attn:

Telecopy: 	 
	 



FORM OF COMPLIANCE CERTIFICATE





D-3









 








EXHIBIT E




to

Second Lien Loan and Security Agreement



Form of Credit Card Notification



CREDIT CARD NOTIFICATION

PREPARE ON BORROWER LETTERHEAD — ONE FOR EACH PROCESSOR



                          , 20__








	To: 	       [Name and Address of Credit Card Processor]

(the “Processor”)




	 	Re: 	 	[Insert Obligor]

Merchant Account Number:                                         




Dear Sir/Madam:




     [Insert Obligor] a [                    ] organized and existing under the laws of [                    ], (the
“Company”), has entered into various financing agreements with Sankaty Advisors, LLC, a
Delaware limited liability company, as administrative agent (in such capacity herein and together
with its successors and permitted assigns, the “Agent”) for the benefit of certain lenders
(the “Lenders”), which financing agreements include that certain Second Lien Loan and
Security Agreement dated as of November 18, 2009 (as amended, restated, supplemented or otherwise
modified from time to time, and in effect from time to time, the “Loan Agreement”), among
The Bon-Ton Department Stores, Inc., a Pennsylvania corporation (“Bon-Ton”) and The
Elder-Beerman Stores Corp., an Ohio corporation (“Elder-Beerman” and together with Bon-Ton,
collectively, the “Borrowers”), the affiliates of the Borrowers party thereto as
guarantors, the Lenders, the Agent and the other agents from time to time party thereto, pursuant
to which the Lenders have made, or may from time to time make, loans or furnish certain other
financial accommodations to the Borrowers. [The Company is one of the






E-1









 









Borrowers under the Loan
Agreement and the Company’s obligations on account of such loans and financial accommodations are
secured by,]1 [As the Company and the Borrowers are members of a group of related
entities, the success of any one of which is dependent in part on the success of the other members
of such group, the Company has guaranteed the obligations of the Borrowers under the Loan Agreement
and has pledged its assets as security for such guaranty, which such pledge includes,]2 among other things, all credit card charges
submitted by the Company to the Processor for processing and the amounts which the Processor owes
to the Company on account thereof (the “Credit Card Proceeds”).




          Until the Processor receives written notification from the Agent that the interest of the
Agent and the Lenders in the Credit Card Proceeds has been terminated, all amounts as may become
due from time to time from the Processor to the Company (including, without limitation, Credit Card
Proceeds, payments from any reserve account or the like, or other payments) shall continue to be
transferred only as follows:




     By ACH, Depository Transfer Check, or Electronic Depository Transfer to:




	 	 	 	ABA Number: [                                              ]

Bank: [                                                              ]

Account Name: [                                            ]

Account Number: [                                        ]

Reference: [                                                     ]
	 
	 	 	 	or





     As the Processor may be otherwise instructed from time to time in writing by an
officer of the Agent.



          Upon the written request of the Agent, a copy of each periodic statement issued by the
Processor to the Company should be provided to the Agent at the following address (which address
may be changed upon seven (7) days written notice given to the Processor by the Agent):




          If to the Agent:






 




			
	1	 	To be included if Company is a Borrower
	 
	2	 	To be included if Company is a Guarantor




E-2









 











	 	 	 	Sankaty Advisors, LLC

[                                        ]

[                                        ]

Attention: [                    ]

Re: [Insert Obligor]





          The Processor shall be fully protected in acting on any order or direction by the Agent
respecting the Credit Card Proceeds and other amounts without making any inquiry whatsoever as to
the Agent’s right or authority to give such order or direction or as to the application of any
payment made pursuant thereto, provided that the Processor’s actions do not
constitute gross negligence, bad faith or willful misconduct. Nothing contained herein is intended
to, nor shall it be deemed to, modify the rights and obligations of the Company or the Agent under
the terms of the loan arrangement and the loan documents executed in connection therewith between,
among others, the Company and the Agent.




          This Credit Card Notification may be amended only by the written agreement of the Company and
the Agent and may be terminated solely by written notice signed by an officer of the Agent. The
Company shall not have any right to terminate this Credit Card Notification or, except as provided
in this Credit Card Notification, amend it, it being understood, however, that this Credit Card
Notification shall automatically terminate upon until the occurrence of payment in full, in cash of
all accrued and unpaid principal, interest and fees, and any other Obligations (as defined in the
Loan Agreement) then due and owing under the Loan Agreement, the payment of any appropriate
collateral deposits in connection with other Obligations (as defined in the Loan Agreement) (other
than contingent indemnification Obligations with respect to which no claim has been asserted in
writing) and the occurrence of the Commitment Termination Date (as defined in the Loan Agreement).




	 	 	 	 	 
	 	Very truly yours,



[INSERT OBLIGOR]

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	Address:


Attn:

Telecopy: 	 
	 



cc: Sankaty Advisors, LLC, as Agent









E-3









 








EXHIBIT F




to

Second Lien Loan and Security Agreement



FORM OF GUARANTY




     This GUARANTY (this “Guaranty”), dated as of November 18, 2009, by the entities
signatory hereto (collectively, the “Guarantors” and each a “Guarantor”) in favor
of (i) Sankaty Advisors, LLC, a Delaware limited liability company, as administrative agent
(hereinafter in such capacity, together with its successors and permitted assigns in such capacity,
“Agent”) for the lenders (hereinafter, collectively, the “Lenders”) which from time
to time are or may become parties to that certain Second Lien Loan and Security Agreement dated as
of November 18, 2009 (as amended, restated, supplemented and otherwise modified and in effect from
time to time, the “Loan Agreement”), among The Bon-Ton Department Stores, Inc., a
Pennsylvania corporation, (“Bon-Ton”) and The Elder-Beerman Stores Corp., an Ohio
corporation (“Elder-Beerman” and together with Bon-Ton, collectively, the
“Borrowers”), the affiliates of the Borrowers party thereto as guarantors, the Lenders,
Agent and the other agents and arrangers from time to time party thereto, (ii) each of the Lenders
and (iii) each of the other Secured Parties (as defined in the Loan Agreement).



     WHEREAS, the Borrowers and the Guarantors are members of a group of related entities, the
success of any one of which is dependent in part on the success of the other members of such group;



     WHEREAS, each Guarantor expects to receive substantial direct and indirect benefits from the
extensions of credit to the Borrowers by the Lenders pursuant to the Loan Agreement (which benefits
are hereby acknowledged);



     WHEREAS, it is a condition precedent to the Lenders making any loans or otherwise extending
credit to the Borrowers under the Loan Agreement that each Guarantor execute and deliver to Agent,
for the benefit of the Secured Parties, a guaranty substantially in the form hereof; and



     WHEREAS, each Guarantor wishes to guaranty the payment and performance of the Obligations (as
defined in the Loan Agreement) to Agent, the Lenders and the other Secured Parties as provided
herein;



     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, and in order to induce the Lenders and Agent to make loans and otherwise
extend credit to the Borrowers, the Guarantors hereby agree with the Lenders, Agent and the other
Secured Parties as follows:



F-1









 





     1. Definitions. The term “Obligations” and all other capitalized terms used
herein without definition shall have the respective meanings provided therefor in the Loan
Agreement.



     2. Guaranty of Payment and Performance. Each Guarantor hereby jointly and severally
guarantees to Agent, for the benefit of the Secured Parties, the full and punctual payment when due
(whether at stated maturity, by required pre-payment, by acceleration or otherwise), as well as the
performance, of all of the Obligations including all such which would become due but for the
operation of the automatic stay pursuant to §362(a) of the Federal Bankruptcy Code and the
operation of §§502(b) and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute,
unconditional and continuing guaranty of the full and punctual payment and performance of all of
the Obligations and not of their collectibility only and is in no way conditioned upon any
requirement that Agent or any other Secured Party first attempt to collect any of the Obligations
from any Borrower or any other Obligor or resort to any collateral security or other means of
obtaining payment. Payments by the Guarantors hereunder may be required by Agent on any number of
occasions. All payments by the Guarantors hereunder shall be made to Agent, in the manner and at
the place of payment specified therefor in the Loan Agreement, for the account of the Secured
Parties.



     3. Guarantors’ Agreement to Pay Enforcement Costs, etc. Each Guarantor further
agrees, as the principal obligor and not as a guarantor only, to pay to Agent, on demand, all
reasonable and documented out-of-pocket costs, expenses or advances (including court costs and
legal expenses) incurred or expended by Agent or any other Secured Party which constitute a part of
the Obligations, this Guaranty and the enforcement thereof, together with interest on amounts
recoverable under this §3 from the time when such amounts become due until payment, whether before
or after judgment, at the rate of interest for overdue principal set forth in the Loan Agreement,
provided that if such interest exceeds the maximum amount permitted to be paid under
Applicable Law, then such interest shall be reduced to such maximum permitted amount.



     4. Waivers by Guarantors; Lender’s Freedom to Act. Each Guarantor agrees that the
Obligations will be paid and performed strictly in accordance with their respective terms,
regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting
any of such terms or the rights of Agent or any other Secured Party with respect thereto. Each
Guarantor waives promptness, diligence, presentment, demand, protest, notice of acceptance, notice
of any Obligations incurred and all other notices of any kind, all defenses which may be available
by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect,
any right to require the marshalling of assets of any Obligor or any other entity or other person
primarily or secondarily liable with respect to any of the Obligations, and all suretyship defenses
generally. Without limiting the generality of the foregoing, each Guarantor agrees to the
provisions of any instrument evidencing, securing or otherwise executed in connection with any
Obligation and agrees that the obligations of such Guarantor hereunder shall not be released or
discharged, in whole or in part, or otherwise affected by (i) the failure of Agent or any Secured
Party to assert any claim or demand or to enforce any right or remedy against any Obligor or any
other entity or other person primarily or secondarily liable with respect to any of the
Obligations; (ii) any extensions, compromise, refinancing, consolidation or renewals of any
Obligation; (iii) any change in the time, place or manner of payment of any of the Obligations or
any rescissions, waivers, compromise, refinancing, consolidation or other amendments or
modifications of any of the terms or provisions of the Loan Agreement, the Term Notes, the



F-2









 







other
Loan Documents or any other agreement evidencing, securing or otherwise executed in connection with
any of the Obligations, (iv) the addition, substitution or release of any entity or other person
primarily or secondarily liable for any Obligation; (v) the adequacy of any rights
which Agent or any other Secured Party may have against any collateral security or other means of
obtaining repayment of any of the Obligations; (vi) the impairment of any collateral securing any
of the Obligations, including without limitation the failure to perfect or preserve any rights
which Agent or any other Secured Party might have in such collateral security or the substitution,
exchange, surrender, release, loss or destruction of any such collateral security; or (vii) any
other act or omission which might in any manner or to any extent vary the risk of such Guarantor or
otherwise operate as a release or discharge of such Guarantor, all of which may be done without
notice to such Guarantor. To the fullest extent permitted by law, each Guarantor hereby expressly
waives any and all rights or defenses arising by reason of (A) any “one action” or
“anti-deficiency” law which would otherwise prevent Agent or any other Secured Party from bringing
any action, including any claim for a deficiency, or exercising any other right or remedy
(including any right of set-off), against such Guarantor before or after Agent’s or such other
Secured Party’s commencement or completion of any foreclosure action, whether judicially, by
exercise of power of sale or otherwise, or (B) any other law which in any other way would otherwise
require any election of remedies by Agent or any other Secured Party.



     5. Unenforceability of Obligations Against Any Obligor. If for any reason any
Obligor has no legal existence or is under no legal obligation to discharge any of the Obligations,
or if any of the Obligations have become irrecoverable from any Obligor by reason of such Obligor’s
insolvency, bankruptcy or reorganization or by other operation of law or for any other reason, this
Guaranty shall nevertheless be binding on each Guarantor to the same extent as if such Guarantor at
all times had been the principal obligor on all such Obligations. In the event that acceleration
of the time for payment of any of the Obligations is stayed upon the insolvency, bankruptcy or
reorganization of any Obligor, or for any other reason, all such amounts otherwise subject to
acceleration under the terms of the Loan Agreement, the Term Notes, the other Loan Documents or any
other agreement evidencing, securing or otherwise executed in connection with any Obligation shall
be immediately due and payable by each Guarantor.



     6. Subrogation; Subordination.



          6.1. Waiver of Rights Against the Borrowers. Until the final payment and performance
in full of all of the Obligations (other than contingent indemnification Obligations with respect
to which no claim has been asserted in writing), no Guarantor shall exercise and each Guarantor
hereby waives any rights against each Obligor arising as a result of payment by such Guarantor
hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise, and will
not prove any claim in competition with Agent or any other Secured Party in respect of any payment
hereunder in any bankruptcy, insolvency or reorganization case or proceedings of any nature; no
Guarantor will claim any setoff, recoupment or counterclaim against any Obligor in respect of any
liability of such Guarantor to any Obligor; and each Guarantor waives any benefit of and any right
to participate in any collateral security which may be held by Agent or any other Secured Party.




          6.2. Subordination. The payment of any amounts due with respect to any indebtedness
of any Obligor for money borrowed or credit received now or hereafter owed to


F-3









 







any Guarantor is hereby subordinated to the prior payment in full of all of the Obligations (other than contingent
indemnification Obligations with respect to which no claim has been asserted in writing). Each
Guarantor agrees that, after the occurrence of, and during the continuance of, any
Default or Event of Default under the Loan Agreement no Guarantor will demand, sue for or otherwise
attempt to collect any such indebtedness of any Obligor to such Guarantor until all of the
Obligations (other than contingent indemnification Obligations with respect to which no claim has
been asserted in writing) shall have been paid in full. If, notwithstanding the foregoing
sentence, any Guarantor shall collect, enforce or receive any amounts in respect of such
indebtedness while any Obligations are still outstanding, subject to the Intercreditor Agreement,
such amounts shall be collected, enforced and received by such Guarantor as trustee for the Secured
Parties and be paid over to Agent, for the benefit of the Secured Parties, on account of the
Obligations without affecting in any manner the liability of such Guarantor under the other
provisions of this Guaranty.




          6.3. Provisions Supplemental. The provisions of this §6 shall be supplemental to and
not in derogation of any rights and remedies of the Secured Parties under any separate
subordination agreement which Agent may at any time and from time to time enter into with any
Guarantor for the benefit of the Secured Parties.




     7. Security; Setoff. Regardless of the adequacy of any collateral security or other
means of obtaining payment of any of the Obligations, each of Agent and the other Secured Parties
is hereby authorized at any time during an Event of Default, without notice to the Guarantors (any
such notice being expressly waived by each Guarantor) and to the fullest extent permitted by law,
to set off and apply such deposits and other sums against the accrued and unpaid obligations of
each Guarantor under this Guaranty, whether or not Agent or such other Secured Party shall have
made any demand under this Guaranty.



     8. Further Assurances. Each Guarantor agrees that it will from time to time, at the
written request of Agent, do all such things and execute all such documents as Agent may consider
necessary to give full effect to this Guaranty and to perfect and preserve the rights and powers of
the Secured Parties hereunder. Each Guarantor acknowledges and confirms that such Guarantor itself
has established its own adequate means of obtaining from each Borrower on a continuing basis all
information desired by such Guarantor concerning the financial condition of such Borrower and that
such Guarantor will look to the Borrowers and not to Agent or any other Secured Party in order for
such Guarantor to keep adequately informed of changes in the Borrowers’ financial condition.



     9. Termination; Reinstatement. This Guaranty shall remain in full force and effect
until the payment and performance in full of all of the Obligations (other than contingent
indemnification Obligations with respect to which no claim has been asserted in writing). This
Guaranty shall continue to be effective or be reinstated if at any time any payment made or value
received with respect to any Obligation is rescinded or must otherwise be returned by Agent or any
other Secured Party upon the insolvency, bankruptcy or reorganization of any Obligor, or otherwise,
all as though such payment had not been made or value received.



     10. Successors and Assigns. This Guaranty shall be binding upon each Guarantor, its
successors and assigns, and shall inure to the benefit of Agent and the other Secured Parties and



F-4









 







their respective successors, transferees and permitted assigns. Without limiting the generality of
the foregoing sentence, each Secured Party may, as and to the extent permitted in the Loan
Agreement, assign or otherwise transfer the Loan Agreement, the Term Notes, the other Loan
Documents or any other agreement or note held by it evidencing, securing or otherwise executed in
connection with the Obligations, or sell participations in any interest therein, to any other
entity or other person, and such other entity or other person shall thereupon become vested, to the
extent set forth in the agreement evidencing such assignment, transfer or participation, with all
the rights in respect thereof granted to such Secured Party herein, all in accordance with §13.2 of
the Loan Agreement. No Guarantor may assign any of its obligations hereunder.



     11. Amendments and Waivers. No amendment or waiver of any provision of this
Guaranty nor consent to any departure by any Guarantor therefrom shall be effective unless the same
shall be in writing and signed by Agent with the consent of the Required Lenders and each Guarantor
party hereto. No failure on the part of Agent or any other Secured Party to exercise, and no delay
in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or
partial exercise of any right hereunder preclude any other or further exercise thereof or the
exercise of any other right.



     12. Notices. All notices, requests and other communications by or to a party hereto
shall be made in accordance with Section 14.3 of the Loan Agreement.



     13. Governing Law; Consent to Forum. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS,
UNLESS OTHERWISE SPECIFIED, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, INCLUDING,
WITHOUT LIMITATION, NEW YORK GENERAL OBLIGATIONS LAW SECTIONS 5-1401 AND 5-1402 (BUT GIVING EFFECT
TO FEDERAL LAWS RELATING TO NATIONAL BANKS). EACH GUARANTOR HEREBY CONSENTS TO THE NON-EXCLUSIVE
JURISDICTION OF ANY FEDERAL COURT SITTING IN OR WITH JURISDICTION OVER THE SOUTHERN DISTRICT OF NEW
YORK AND OF ANY STATE COURT OF THE STATE OF NEW YORK SITTING IN THE COUNTY OF MANHATTAN, IN ANY
PROCEEDING OR DISPUTE RELATING IN ANY WAY TO ANY LOAN DOCUMENTS, AND AGREES THAT ANY SUCH
PROCEEDING SHALL BE BROUGHT BY IT SOLELY IN ANY SUCH COURT. EACH GUARANTOR IRREVOCABLY WAIVES ALL
CLAIMS, OBJECTIONS AND DEFENSES THAT IT MAY HAVE REGARDING SUCH COURT’S PERSONAL OR SUBJECT MATTER
JURISDICTION, VENUE OR INCONVENIENT FORUM. Nothing herein shall limit the right of Agent or any
other Secured Party to bring proceedings against any Obligor in any other court. Nothing in this
Agreement shall be deemed to preclude enforcement by Agent of any judgment or order obtained in any
forum or jurisdiction.



     14. Waiver of Jury Trial. To the fullest extent permitted by Applicable Law, each
Guarantor waives (a) the right to trial by jury (which Agent hereby also waives) in any proceeding,
claim or counterclaim of any kind relating in any way to this Guaranty; (b) presentment, demand,
protest, notice of presentment, default, non-payment, maturity, release, compromise, settlement,
extension or renewal of any commercial paper, accounts, contract rights, documents, instruments,
chattel paper and guaranties at any time held by Agent on which a Borrower may in any way be
liable, and hereby ratifies anything Agent



F-5









 







may do in this regard; (c) notice prior to taking
possession or control of any Collateral; (d) any bond or security that might be required by a court
prior to allowing Agent to exercise any rights or remedies; (e) the benefit of all valuation,
appraisement and exemption laws; (f) any claim against Agent or any other Secured Party, on any theory of liability, for special,
indirect, consequential, exemplary or punitive damages (as opposed to direct or actual damages) in
any way relating to any Enforcement Action, Obligations, Loan Documents or transactions relating
thereto; and (g) notice of acceptance hereof. Each Guarantor acknowledges that the foregoing
waivers are a material inducement to Agent and the other Secured Parties entering into the Loan
Agreement and this Guaranty and that Agent and the other Secured Parties are relying upon the
foregoing in their dealings with Borrowers and Guarantors. Each Guarantor has reviewed the
foregoing waivers with its legal counsel and has knowingly and voluntarily waived its jury trial
and other rights following consultation with legal counsel. In the event of litigation, this
Guaranty may be filed as a written consent to a trial by the court.



     15. Miscellaneous. This Guaranty constitutes the entire agreement of the Guarantors
with respect to the matters set forth herein. The rights and remedies herein provided are
cumulative and not exclusive of any remedies provided by law or any other agreement, and this
Guaranty shall be in addition to any other guaranty of or collateral security for any of the
Obligations. The invalidity or unenforceability of any one or more sections of this Guaranty shall
not affect the validity or enforceability of its remaining provisions. Captions are for the ease
of reference only and shall not affect the meaning of the relevant provisions. The meanings of all
defined terms used in this Guaranty shall be equally applicable to the singular and plural forms of
the terms defined.



     16. Contribution. To the extent any Guarantor makes a payment hereunder in excess of
the aggregate amount of the benefit received by such Guarantor in respect of the extensions of
credit under the Loan Agreement (the “Benefit Amount”), then such Guarantor, after the payment in
full, in cash, of all of the Obligations, shall be entitled to recover from each other guarantor of
the Obligations such excess payment, pro rata, in accordance with the ratio of the Benefit Amount
received by each such other guarantor to the total Benefit Amount received by all guarantors of the
Obligations, and the right to such recovery shall be deemed to be an asset and property of such
Guarantor so funding; provided, that all such rights to recovery shall be subordinated and junior
in right of payment to the final and undefeasible payment in full in cash of all of the Obligations
(other than contingent indemnification Obligations with respect to which no claim has been asserted
in writing).



     17. Intercreditor Agreement Prevails. Notwithstanding anything to the contrary
contained herein, all representations, warranties and covenants of the Guarantors hereunder, and
the rights and benefits granted to the Agent and the other Secured Parties hereunder, are expressly
subject to the terms and conditions of the Intercreditor Agreement and, in the event of any
conflict between the provisions of this Guaranty and the Intercreditor Agreement, the Intercreditor
Agreement shall prevail.



[Signatures appear on following page.





F-6