thereto in favor of the Lender.]2
This Tranche A-1 Revolver 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).
[Remainder of this page intentionally left blank.]
2
Provision applicable with regard to Tranche A-1 Revolver Notes issued under the
Amended and Restated Loan and Security Agreement, dated as of December 4, 2009.
IN WITNESS WHEREOF, this Tranche A-1 Revolver 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:
CARSON PIRIE SCOTT II, INC.
By:
Name:
Title:
BON-TON DISTRIBUTION, INC.
By:
Name:
Title:
MCRIL, LLC
By:
Name:
Title:
LOANS AND PAYMENTS WITH RESPECT THERETO
Amount of
Principal or
Outstanding
Interest
Principal
Amount of
Paid This
Balance
Notation Date
Loan Made
Date
This Date
Made By
17
EXHIBIT C
to
Second Amended and Restated Loan and Security Agreement
ASSIGNMENT AND ASSUMPTION
This Assignment and Assumption (this "Assignment and Assumption") is dated as of
the Effective Date set forth below (the "Effective Date") and is entered into by
and between [the][each]3 Assignor identified in item 1 below ([the][each, an]
"Assignor") and [the][each]4 Assignee identified in item 2 below ([the][each,
an] "Assignee"). [It is understood and agreed that the rights and obligations of
[the Assignors][the Assignees]5 hereunder are several and not joint.]6
Capitalized terms used but not defined herein shall have the meanings given to
such terms in the Loan Agreement identified below (the "Loan Agreement"),
receipt of a copy of which is hereby acknowledged by the Assignee. The Standard
Terms and Conditions for Assignment and Assumption set forth in Annex 1 attached
hereto (the "Standard Terms and Conditions") are hereby agreed to and
incorporated herein by reference and made a part of this Assignment and
Assumption as if set forth herein in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee
hereby irrevocably purchases and assumes from [the Assignor][the respective
Assignors], subject to and in accordance with the Standard Terms and Conditions
and the Loan Agreement, as of the Effective Date (i) all of [the Assignor's][the
respective Assignors'] rights and obligations in [its capacity as a
Lender][their respective capacities as Lenders] under the Loan Agreement and any
other documents or instruments delivered pursuant thereto to the extent related
to the amount and percentage interest identified below of all of such
outstanding rights and obligations of [the Assignor][the respective Assignors]
under the respective facilities identified below (including, without limitation,
the Letters of Credit and the Swingline Loans included in such facilities) and
(ii) to the extent permitted to be assigned under applicable law, all claims,
suits, causes of action and any other right of [the Assignor (in its capacity as
a Lender)][the respective Assignors (in their respective capacities as Lenders)]
against any Person, whether known or unknown, arising