EXHIBIT 10.1
AMENDMENT NO. 1 TO
AMENDED AND RESTATED TRANSITION SERVICES AGREEMENT
(SELLER AS SERVICE PROVIDER)
This AMENDMENT NO. 1 TO AMENDED AND RESTATED TRANSITION SERVICES AGREEMENT
(SELLER AS SERVICE PROVIDER) (this "Amendment"), dated as of June 5, 2006, is
made by and between Saks Incorporated, a Tennessee corporation ("Seller"), and
The Bon-Ton Stores, Inc., a Pennsylvania corporation ("Buyer").
RECITALS
WHEREAS, Seller and Buyer are parties to that certain Amended and Restated
Transition Services Agreement (Seller as Service Provider), dated as of March
10, 2006 and effective as of March 5, 2006 (the "Agreement"); and
WHEREAS, the parties desire to amend the Agreement to extend the term
during which certain Services are provided by Seller or its Affiliates to Buyer
and its Affiliates (with respect to the Business);
NOW, THEREORE, the parties hereto agree as follows:
1. Extension of Initial Service Period. The parties acknowledge and agree
that Annex A to the Agreement shall be amended as follows:
(a) The Benefits Administration Service shall be renewed for three (3)
months (from September 5, 2006 through December 4, 2006) following the
expiration of the initial service period (September 4, 2006); and
(b) A new footnote "(i)" shall be added after "$41,520," the fee per month
for the Benefits Administration Service, and footnote "(i)" shall
state the following:
"i. The monthly fee for Benefits Administration for the last month of
the renewal period shall be reduced to $11,425. During this last
month, only retirement plan (pension and 401(k)) administration
services shall be provided, including, among others, employee
termination processing (performing calculations, sending applicable
forms and documentation to participants, etc.); participant payment
processing (upon receipt of applicable forms, processing forms
including entering distributions on-line with trustee for payment and
reconciling all activity); applicable year-end valuation work; and
applicable informal pension plan administration."
2. Capitalized Terms. Terms that are used but not defined herein shall have
the meanings ascribed to such terms in the Agreement.
3. Execution in Counterparts. This Amendment may be executed in any number
of counterparts, each of which shall be considered an original instrument, but
all of which shall be considered one and the same agreement, and shall become
binding when one or more counterparts have been signed by each of the parties
hereto and delivered to each of the other parties hereto.
IN WITNESS WHEREOF, each of the parties has caused the Amendment to be duly
executed as of the date set forth above.
SAKS INCORPORATED
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
THE BON-TON STORES, INC.
By: /s/ Xxxxx X. Xxxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxxx
Title: Vice Chairman
SIGNATURE PAGE TO AMENDMENT NO. 1 TO
AMENDED AND RESTATED TRANSITION SERVICES AGREEMENT (SELLER AS SERVICE PROVIDER)
