EXHIBIT 10.28 (c)
AMENDMENT NO. 2 TO
AMENDED AND RESTATED TRANSITION SERVICES AGREEMENT
(SELLER AS SERVICE PROVIDER)
This AMENDMENT NO. 2 TO AMENDED AND RESTATED TRANSITION SERVICES
AGREEMENT (SELLER AS SERVICE PROVIDER) (this "Amendment"), dated as of December
20, 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, as amended by that certain
Amendment Xx. 0, xxxxx xx xx Xxxx 0, 0000 (xx amended, 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) and terminate or reduce other
Services;
NOW, THEREFORE, the parties hereto agree as follows:
1. Termination of Procurement and Sign Making Service. Pursuant to
Section 8 of the Agreement, Buyer hereby terminates the Procurement and Sign
Making Service effective as of October 4, 2006. Buyer acknowledges and agrees
that, pursuant to Section 7(d) of the Agreement, it shall remain liable for (i)
the payment of fees and expenses accruing for the period prior to termination
even though such fees may not become due until after termination and (ii) 50% of
the monthly fees associated with the Procurement and Sign Making Service (in the
amount of $28,382 per month) from October 5, 2006 through March 4, 2007.
2. Amendment and Restatement of Annex A. The parties acknowledge and
agree that Annex A to the Agreement shall be amended and restated in its
entirety as set forth in Schedule I hereto (and, where applicable, Annex B to
the Agreement shall be deemed to be modified by the amendments to Annex A).
3. Waiver of Extension and Termination Rights With Respect to Certain
Services. In consideration for the reductions in services and monthly fees for
Services as set forth in Section 2 of this Amendment, Buyer acknowledges and
agrees that, notwithstanding Sections 7 and 8 of the Agreement, except as
expressly set forth in this Amendment, Buyer shall have no further right to
renew or terminate early any of the following Services: (a) Loss Prevention, (b)
Logistics, (c) Accounting, (d) Bankcard Processing, (e) Financial Planning and
Internal Reporting (Hyperion), (f) Store Planning, Construction, Facilities
Maintenance and Energy, (g) Information Technology/ Telecommunications, (h) Real
Estate, and (i) Procurement and Sign Making.
4. Capitalized Terms. Terms that are used but not defined herein shall
have the meanings ascribed to such terms in the Agreement.
5. 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.
[Signature Page Follows]
2
IN WITNESS WHEREOF, each of the parties has caused this 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 and
General Counsel
THE BON-TON STORES, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: EVP & CFO
Signature Page to Amendment No. 2 to
Amended and Restated Transition Services Agreement (Seller as Service Provider)
