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: [***]. Exhibits and...

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: [***]. Exhibits and...

Document Metadata

Table of Contents

Document Metadata

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 Xxxxx-Xxxxxxx 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
XX Xxxxxx 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	000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxx, XX 00000

00	Xxx-Xxx	Xxxx Xxxx	0000 Xxxxxxxxxx Xxxx, Xxxx Xxxx, XX 00000

00	Xxx-Xxx	Xxxxxxxxxx	Xxxxxxxxxxxx Mall, 0000 Xxxxx 00, Xxxxxxxxxx, XX 00000

00	Xxx-Xxx	Xxxxxxxxxx	Xxxxxxxxxx Xxxx, Xxxxxxxxxx, XX 00000

000	Xxxxx-Xxxxxxx	Xxxxxxxxxx	0000 Xxxx Xxxx Xxxxxxxxx, Xxxxxxxx, XX 00000

188	Xxxxx-Xxxxxxx	Salem Furniture	0000 Xxxxx Xxxxxx, Xxxxxx, XX 00000

327	Herberger’s	Holiday Village — Great Falls	0000 00xx Xxxxxx X, Xxxxx Xxxxx, XX 00000

000	Xxxxxxxx	Xxxxx Xxx Distribution Facility	0000 Xxxxx Xxxxxx Xxxxxx, Xxxxx Xxx, XX 00000

501	Xxxxxxx’x	Xxxxxxxx Mall	0000 Xxxxxx Xxxxxx, Xxxxxxxxxxx, XX 00000

503	Xxxxxxx’x	East Court Village	0000 Xxxxx Xxxxxx, Xxxxx, XX 00000

507	Xxxxxxx’x	Xxxxxx Mall	0000 Xxxxxxxx, Xxxxxx, XX 00000

508	Xxxxxxx’x	Hickory Point Mall	0000 Xxxxxxx Xxxxx Xxxx, Xxxxxxx, XX 00000

514	Xxxxxx Xxxxx Xxxxx	Northgate Shopping Center	000 Xxxxx Xxxx Xxxxxx, Xxxxxx, XX 00000

549	Xxxxxx Xxxxx Xxxxx	Xxxxxxxxx Mall	000 Xxxx XX Xxxxxxx 00, Xxxxxxxx Xxxx, XX 00000

000	Xxxxxxxx	Xxxxxxxxxxx Xxxxxxx	000 Xxxxx Xxxxx Xxxx, Xxxxxxxxx Xxxxx, XX 00000

000	Xxxxxxxx	Xxxxxxxxx Xxxxx	00000 Xxxx Xxxx, Xxxxxxx, XX 00000

-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 Xxxxx-Xxxxxxx 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 Xxxxxxx Stores Corp	[***]
Chemical Bank	General Electric Capital Corporation Re: The Xxxxx-Xxxxxxx Stores Corp	[***]
Chemung Canal Trust Company	The Bon Ton Stores Inc 84 Elmira	[***]
Chemung Canal Trust Company	The Bon Ton Dept Stores Inc	[***]
Xxxxxxxxxx Bank	The Bon Ton Department Store Inc	[***]
Citizens Bank	Citibank N A Re The Xxxxx-Xxxxxxx 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 Xxxxx-Xxxxxxx Stores Corp	[***]
Dollar Bank	The Bon Ton Department Stores, Inc FBO Bank of America NA	[***]
Fairfield National Bank	The Xxxxx-Xxxxxxx Stores Corp Store #125	[***]
Farmers & Merchants Bank & Trust	Bon-Ton Dept Stores Inc	[***]
Fifth Third	The Elder Xxxxxxx Stores Corp FBO Bank of America NA	[***]
First Bank Richmond	Elder Xxxxxxx Stores Corp For Benef Bank of America	[***]
First Columbia Bank & Trust Co.	The Bon-Ton Department Stores Inc #28 Bloomsburg	[***]
First Financial Bank	Elder Xxxxxxx Indiana LP	[***]
First Midwest Bank	Xxxxx-Xxxxxx 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
Xxxxxx Bank XX	Xxxxx-Xxxxxxx Stores Corp	[***]
Heartland Business Bank	The Xxxxx-Xxxxxxx 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	[***]
XX Xxxxxx Xxxxx Bank, N.A.	The Bon-Ton Dept Stores Inc	[***]
XX Xxxxxx Chase Bank, N.A.	The Bon-Ton Department Stores Inc	[***]
XX Xxxxxx Xxxxx Bank, N.A.	The Bon-Ton Department Stores Inc	[***]
XX Xxxxxx Chase Bank, N.A.	The Bon-Ton Giftco Inc	[***]
XX Xxxxxx Xxxxx Bank, N.A.	The Bon-Ton Dept Stores Inc Expense	[***]
XX Xxxxxx Chase Bank, N.A.	The Bon-Ton Dept Stores Inc Merchandise	[***]
XX Xxxxxx Xxxxx Bank, N.A.	The Bon-Ton Dept Stores Inc Payroll	[***]
XX Xxxxxx Chase Bank, N.A.	The Bon-Ton Department Stores Inc	[***]
XX Xxxxxx Xxxxx Bank, NA	General Electric Capital Corp RE: The Xxxxx-Xxxxxxx 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	Xxxxx-Xxxxxxx 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	[***]
Xxxxxxxx & Ilsley Bank	The Xxxxx-Xxxxxxx Stores Corp FBO Bank of America	[***]
Monroe Bank & Trust	The Xxxxx-Xxxxxxx Stores Corp	[***]
National City Bank ⁽¹⁾	The Bon Ton Stores Inc 15	[***]
National City Bank	General Electric Capital Corp RE: The Elder Xxxxxxx Stores Corp	[***]
National City Bank ⁽¹⁾	The Bon Ton Stores Inc	[***]
National City Bank	Elder Xxxxxxx	[***]
National City Bank	The Bon Ton Dept Stores ARP	[***]
National Exchange Bank & Trust	The Xxxxx-Xxxxxxx 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 Xxxxxxx 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 Xxxxx-Xxxxxxx 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 Xxxxxxx Stores Corp	[***]
S & T Bank	The Bon-Ton Department Stores Inc FBO Bank of America NA #36 Greensburg	[***]
Southern Michigan Bank & Trust	The Xxxxx-Xxxxxxx Stores Corp FBO Bank of America N A	[***]
Sovereign Bank	The Bon Ton Department Stores Inc #35 Reading	[***]
Star Financial Bank	Elder Xxxxxxx 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 Xxxxxxx	[***]
Trustco Bank	The Bon Ton Department Store Inc Store #19	[***]
U.S. Bank, N.A.	The Bon-Ton Dept Stores Inc	[***]
United Bank	Xxxxx-Xxxxxxx West Virginia Inc	[***]
US Bank	The Xxxxx-Xxxxxxx 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	[***]
Xxxxx Fargo Bank, N.A.	The Bon-Ton Department Stores, Inc.	[***]
Xxxxx Fargo Bank, N.A.	The Xxxxx-Xxxxxxx Stores Corp General Electric Capital Corp-Agent	[***]
WoodTrust Bank, N.A.	General Electric Capital Corp The Xxxxx-Xxxxxxx 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
XX Xxxxxx Xxxxx Bank, N.A.	The Bon-Ton Dept Stores Inc Payroll	[***]

(ii)

Disbursement accounts of the Obligors:


Bank Name	Account Name	Account Number
XX Xxxxxx Chase Bank, N.A.	The Bon-Ton Dept Stores Inc Expense	[***]
XX Xxxxxx Xxxxx Bank, N.A.	The Bon-Ton Dept Stores Inc Merchandise	[***]
Wachovia Bank	The XxxXxx 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.		0000 Xxxx Xxxxxx Xxxxxx, Xxxx, XX 00000
The Bon-Ton Department Stores, Inc.		0000 Xxxx Xxxxxx Xxxxxx, Xxxx, XX 00000
The Bon-Ton Giftco, Inc.		0000 Xxxx Xxxxxx Xxxxxx, Xxxx, XX 00000
The Bon-Ton Stores of Lancaster, Inc.		0000 Xxxx Xxxxxx Xxxxxx, Xxxx, XX 00000
The Bon-Ton Trade, LLC		000 Xxxxxxxx Xxxxxx, Xxxxx 00000, Xxxxxxxxxx, XX 00000
The Xxxxx-Xxxxxxx Stores Corp.		0000 Xxxx Xxxxxx Xxxxxx, Xxxx, XX 00000
Bon-Ton Distribution, Inc.		0000 Xxxx Xxxxxx Xxxxxx, Xxxx, XX 00000
McRIL, LLC		0000 Xxxx Xxxxxx Xxxxxx, Xxxx, XX 00000
Xxxxxx Xxxxx Xxxxx XX, Inc.		0000 Xxxx Xxxxxx Xxxxxx, Xxxx, XX 00000
The Bon-Ton Properties—Eastview G.P., Inc.		0000 Xxxx Xxxxxx Xxxxxx, Xxxx, XX 00000
The Bon-Ton Properties—Marketplace G.P., Inc.		0000 Xxxx Xxxxxx Xxxxxx, Xxxx, XX 00000
The Bon-Ton Properties — Greece Ridge G.P., Inc.		0000 Xxxx Xxxxxx Xxxxxx, Xxxx, XX 00000
The Bon-Ton Properties — Eastview, L.P.		0000 Xxxx Xxxxxx Xxxxxx, Xxxx, XX 00000
The Bon-Ton Properties — Marketplace, L.P.		0000 Xxxx Xxxxxx Xxxxxx, Xxxx, XX 00000
The Bon-Ton Properties — Greece Ridge, L.P.		0000 Xxxx Xxxxxx Xxxxxx, Xxxx, XX 00000
Bonstores Holdings One, LLC		0000 Xxxx Xxxxxx Xxxxxx, Xxxx, XX 00000
Bonstores Holdings Two, LLC		0000 Xxxx Xxxxxx Xxxxxx, Xxxx, XX 00000
Bonstores Realty One, LLC		0000 Xxxx Xxxxxx Xxxxxx, Xxxx, XX 00000
Bonstores Realty Two, LLC		0000 Xxxx Xxxxxx Xxxxxx, Xxxx, XX 00000

Locations of Collateral:


Location
Number	Nameplate	Location/Store Name	Address
51	Bon-Ton	York Corporate Xxxxxx	0000 Xxxx Xxxxxx Xxxxxx, Xxxx, XX 00000
599	N/A	Milwaukee Corporate Office	000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000
	Bon-Ton	Corporate Office of The Bon-Ton Trade, LLC	000 Xxxxxxxx Xxxxxx, Xxxxx 00000, Xxxxxxxxxx, XX 00000
53	Bon-Ton	Corporate Services Building	000 Xxxxxxx Xxxx, Xxxx, XX 00000

-12-


Location
Number	Nameplate	Location/Store Name	Address
55	Bon-Ton	A/P/Payroll/Information Services	000 Xxxxxx Xxxx, Xxxxxxxx X, Xxxx, XX 00000
191	Xxxxx-Xxxxxxx	Dayton Information Services Facility	0000 Xx-Xxx Xxxx, Xxxxxx, XX 00000
399	Herberger’s	Administrative Facility	000 Xxxx Xx. Xxxxxxx Xxxxxx, Xx Xxxxx, XX 00000
597	N/A	Milwaukee Photo Studio	000 Xxxx Xxxxxx Xxx., Xxxxxxxxx, XX 00000
969	N/A	New York Buying Xxxxxx	000 0xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000
50/57	Bon-Ton	Whitehall Distribution Center	0000 Xxxxx Xxxxxx Xx., Xxxxxxxxx, XX 00000
194/198	Xxxxx-Xxxxxxx	Fairborn Distribution Center	0000 X. Xxxxxx-Xxxxxx Xxxxxxx Xxxx, Xxxxxxxx, XX 00000
193/590	Xxxxxx Xxxxx Xxxxx	Rockford Distribution Center	0000 Xxxxxxxx Xxxxx, Xxxxxxxx, XX 00000
490	Younkers	Ankeny Distribution Facility (Facility not used in operations. Lease expires 12/31/10)	000 Xxxxx Xxxx Xxxxxxxx Xxxxx, Xxxxxx, XX 00000
000	Xxxxxxxx	Xxxxx Xxx Distribution Facility	0000 Xxxxx Xxxxxx Xxxxxx, Xxxxx Xxx, XX 00000
591	Xxxxxx Xxxxx Xxxxx	Naperville Furniture Distribution Facility	0000 Xxxxxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000
2	Bon-Ton	Hanover	000 Xxxxxxxxxx Xxxxx, Xxxxxxx, XX 00000
3	Bon-Ton	Hagerstown	00000 Xxxxxx Xxxx Xxxx, Xxxxxxxxxx, XX 00000
4	Bon-Ton	Lewistown	000 X. Xxxxxx Xx., Xxxxxxxxx, XX 00000
5	Bon-Ton	Martinsburg	000 Xxxxxxxx Xxxxxx, Xxxxxxxxxxx, XX 00000
0	Xxx-Xxx	Xxxxxxxxxxxx	000 Xxxxxxxxxxxx Xxxx, Xxxxxxxxxxxx, XX 00000
0	Xxx-Xxx	Xxxx Xxxx Furniture Gallery	000 Xxxxx Xxxxxxxxx, Xxxxxxxxx, XX 00000
0	Xxx-Xxx	Xxxx Xxxx	000 Xxxx Xxxx Xxxxxx, Xxxxxxxxx, XX 00000
0	Xxx-Xxx	Xxxxxxxx	000 X. Xxxx Xxxxxx, Xxxxxxxx, XX 00000

-13-


Location
Number	Nameplate	Location/Store Name	Address
00	Xxx-Xxx	Xxxx Xxxxxxxxxx	0000 X. Xxxxxxxxxx Xxxx, Xxxx, XX 00000
00	Xxx-Xxx	Xxxxxxxxx	Xxxxxxxxx Xxxxx Mall, 0000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000
12	Bon-Ton	Cumberland	Country Club Mall, 0000 Xxxxx Xxxx, XxXxxx, XX 00000
00	Xxx-Xxx	Xxxxxxxx	0 Xxxxxxxx Xxxx, Xxxx, XX 00000
00	Xxx-Xxx	Xxxxxxxxx	0000 Xxxx Xxx Xxxx, Xxxxxxxxx, XX 00000
16	Bon-Ton	Selinsgrove	0 Xxxxxxxxxxx Xxxxxx Xxxx, Xxxxxxxxxxx, XX 00000
17	Bon-Ton	Indiana	0000 Xxxxxxx Xxx. Xxx 00, Xxxxxxx, XX 00000
18	Bon-Ton	Warren	0000 Xxxxxx Xx. Xxx., Xxxxxx, XX 00000
19	Bon-Ton	Wilton	0000 Xx. 00, Xxxxxxxx Xxxxxxx, XX 00000
21	Bon-Ton	Oil City	0000 XX 000, Xxxxxxxxx, XX 00000
22	Bon-Ton	Brick	00 Xxxxx Xxxxx, Xxxxx, XX 00000
23	Bon-Ton	Butler	000 Xxxxxxxxx Xxxxxx, Xxxxxx, XX 00000
24	Bon-Ton	Hamden	0000 Xxxxxxx Xxx., Xxxxxx, XX 00000
00	Xxx-Xxx	Xxxxxxxxxx	Xxxxxxx Mall, 000-000 Xxxxx X Xxxxx, Xxxxxxx Xxxx, XX 00000
00	Xxx-Xxx	Xxxxxxxxxx	000 Xxxxxx Xx., X. Xxxxxxxxxx, XX, 00000
27	Bon-Ton	Williamsport	000 Xxxxxxxx Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx, XX 00000
00	Xxx-Xxx	Xxxxxxxxxx	000 Xxxxxxxx Xxxx Xx., Xxxxxxxxxx, XX 00000
00	Xxx-Xxx	Xxxxxxxxxx	0000 Xxxxxxxxxx Xx., Xxxx, XX 00000
00	Xxx-Xxx	Xxxx Xxxx	0000 Xxxxxxxxxx Xx., Xxxx Xxxx, XX 00000
00	Xxx-Xxx	Xxxxxxxx Xxxx	0000 Xxxxxxxxx Xx., Xxxxxxxxxx, XX 00000
33	Bon-Ton	Concord	000 Xxxxxx Xx., Xxxxxxx, XX 00000

-14-


Location
Number	Nameplate	Location/Store Name	Address
35	Bon-Ton	Reading	Berkshire Xxxx/0000 Xxxxx Xxxx Xx., Xxxxxxxxxx, XX 00000
00	Xxx-Xxx	Xxxxxxxxxx	Xxxxxxxxxxxx Mall, 0000 Xxxxx 00, Xxxxxxxxxx, XX 00000
37	Bon-Ton	Washington	0000 X. Xxxxxxxx Xx., Xxxxxxxxxx, XX 00000
38	Bon-Ton	Midway	Xxxxxx Xxxxxxxx Xxxxxx, Xxxxxxx, XX 00000
00	Xxx-Xxx	Xxxxxx-Xxxxx	00 Xxxxxxx Xxxxxx Xxxx, Xxxxxx-Xxxxx, XX 00000
40	Bon-Ton	Frackville	Xxxxxxxxxx Xxxx, Xxxxxxxxxx, XX 00000
41	Bon-Ton	Scranton	000 Xxx Xxxx xx Xxxxxxxxx, Xxxxxxxx, XX 00000
00	Xxx-Xxx	Xxxxxx	000 Xxx Xxxxxx Xx, Xxxxxx, XX 00000
00	Xxx-Xxx	Xxxxxxxx	0000 Xxx. 000, Xxxxx 000, Xxxxxxxx, XX 00000
44	Bon-Ton	Ithaca	Pyramid Mall, 00 Xxxxxxxxxx Xx., Xxxxxx, XX 00000
45	Bon-Ton	Johnstown	000 Xxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000
00	Xxx-Xxx	Xxxxxxxxx	000 X. Xxxxxxxxx Xxx., Xxxxxxxx, XX 00000
00	Xxx-Xxx	Xxxxxxxxx	00000 Xxxxxx Xxx Xxxx Xxxx X., Xxxxxxxxx, XX 00000
00	Xxx-Xxx	Xxxxxxxxx	000 X. Xxxx Xx., Xxxxxxxxx, XX 00000
00	Xxx-Xxx	Xxxxx Xxxxx	000 Xxxxxxxx Xx., Xxxxxxxxxx, XX 00000
00	Xxx-Xxx	Xxxxxxx Xxxxx	0000 Xxxxxxx Xx., Xxxxxxxxxxxxx, XX 00000
63	Bon-Ton	Sheridan	0000 Xxxxxxxx Xx., Xxxxxxx, XX 00000
00	Xxx-Xxx	Xxxxxxxxx	0000 Xxxxx Xx., Xxxx Xxxxxx, XX 00000
65	Bon-Ton	XxXxxxxx	0000 XxXxxxxx Xxxxx., Xxxxxxxx, XX 00000

-15-


Location
Number	Nameplate	Location/Store Name	Address
67	Bon-Ton	Lockport	0000 X. Xxxxxxx Xx., Xxxxxxxx, XX 00000
68	Bon-Ton	Olean	000 X. Xxxxx Xx., Xxxxx, XX 00000
00	Xxx-Xxx	Xxxxxxx Xxxxx	0000 Xxxxxxxx Xx., Xxxxxxx Xxxxx, XX 00000
70	Bon-Ton	State College	0000 Xxxx Xxxxxxx Xxx., Xxxxx 000, Xxxxx Xxxxxxx, XX 00000
72	Bon-Ton	Bethlehem	0000 Xxxxxxxxxxxxxx Xx, Xxxxxxxxx, XX 00000
00	Xxx-Xxx	Xxxxxxxxx Xxxxx	0000 Xxxxxx Xxxxxx, Xxxxxxxxx, XX 00000
00	Xxx-Xxx	Xxxxxx	Xxxxxx Xxxx Xxxx, Xxxxx 000, 0000 Xxxx Xxxxxx, Xxxxxx, XX 00000
00	Xxx-Xxx	Xxxxxxxxxx	000 XX Xxx Xxxx., Xxxxxxxxxx, XX 00000
00	Xxx-Xxx	Xxxxxxxxxxxx	0000 Xxxxxxx 00 Xxxx, Xxxxxxxxxxxx, XX 00000
81	Bon-Ton	Doylestown	000 Xxxxx Xxxx Xx, Xxxxxxxxxx, XX 00000
00	Xxx-Xxx	Xxxxxxxxxxx	0000 Xxxxxxxx Xxxx., Xxxxxxxxxxx, XX 00000
00	Xxx-Xxx	Xxxxxxxxxxx	Xx 000 & Xxxxxx Xx., Xxxxxxxxxxx, XX 00000
84	Bon-Ton	Elmira	0000 Xxxxxxxx Xx. Xxxxx 0000, Xxxxxxxxxx, XX 00000
91	Bon-Ton	Carousel	0000 Xxxxxxxx Xxxxxx Xxxxx, Xxxxxxxx, XX 00000
92	Bon-Ton	Massena	Xx 00 & 000, Xxxxxxx, XX 00000
94	Bon-Ton	Camillus	0000 X. Xxxxxxx, Xxxxxxxx, XX 00000
00	Xxx-Xxx	Xxxxxxxx	0000 Xxxxxxxxx-Xxxxxx Xx., Xxxxxx, XX 00000
00	Xxx-Xxx	Xxxxxx Ridge	00 Xxxxxx Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000
00	Xxx-Xxx	Xxxxxxxxxxx	00 Xxxxxxx Xxxx Xx., Xxxxxxxxx, XX 00000

-16-


Location
Number	Nameplate	Location/Store Name	Address
101	Xxxxx-Xxxxxxx	Dayton Mall	0000 Xx. Xx. 000, Xxxxxx, XX 00000
107	Xxxxx-Xxxxxxx	Xxxxx Heights	0000 Xxx Xxxx Xxxx, Xxxxx Xxxxxxx, XX 00000
115/115A	Xxxxx-Xxxxxxx	Beavercreek	0000 Xxxxxxxxx Xxxxxxx, Xxxxxxxxxxx, XX 00000
116	Xxxxx-Xxxxxxx	Springfield	0000 Xxxxx Xxxxxx Xxxx, Xxxxxxxxxxx, XX 00000
000	Xxxxx-Xxxxxxx	Xxxxx Xxxx	000 X. Xxx Xxxxxx, Xxxxx, XX 00000
000	Xxxxx-Xxxxxxx	Xxxxxx	0000 X. Xxxxx Xxxxxx, Xxxxxx, XX 00000
000	Xxxxx-Xxxxxxx	Xxx Xxxxxxxxxxxx	000 Xxxx Xxxxxx, Xxx Xxxxxxxxxxxx, XX 00000
121	Xxxxx-Xxxxxxx	Kettering	0000 X. Xxxxxxx Xxxx, Xxxxxx, XX 00000
000	Xxxxx-Xxxxxxx	Xxxxxxxxx	0000 Xxxxxxxxxxxx Xxxxx, Xxxxxx, XX 00000
000	Xxxxx-Xxxxxxx	Xxxxxxxxxxx	0000 X. Xxxx Xxxxxx, Xxxxxxxxxxx, XX 00000
125	Xxxxx-Xxxxxxx	Xxxxxxxxx	0000 Xxxxx Xxxxxx Xxxxxx Xxxxx, Xxxxxxxxx, XX 00000
000	Xxxxx-Xxxxxxx	Xxxxxx	000 00xx Xxxxxx, Xxxxxx, XX 00000
127	Xxxxx-Xxxxxxx	Defiance	0000 X. Xxxxxxx Xxxxxx, Xxxxxxxx, XX 00000
128	Xxxxx-Xxxxxxx	Zanesville	0000 Xxxxx Xxxxxx, Xxxxxxxxxx, XX 00000
000	Xxxxx-Xxxxxxx	Xxxxxx, XX	1475 Xxxxxx-Xxxxx, Xxxxxx, XX 00000
130	Xxxxx-Xxxxxxx	Chillicothe	0000 X. Xxxxxx Xxxxxx, Xxxxxxxxxxx, XX 00000
000	Xxxxx-Xxxxxxx	Xxxxxxxx	000 Xxxx Xxxx Xxxxxx, Xxxxxxxx, XX 00000
133	Xxxxx-Xxxxxxx	Lima	0000 Xxxxx Xxxx, Xxxx, XX 00000
000	Xxxxx-Xxxxxxx	Xxxxxxxxxx	0000 Xxxx Xxxx Xxxx., Xxxxxxxx, XX 00000
137	Xxxxx-Xxxxxxx	Xxxxxxxx	0000 Xxxxx Xxxx, Xxxxxxxx, XX 00000

-17-


Location
Number	Nameplate	Location/Store Name	Address
138	Younkers	Plover	0000 Xxxxxx Xxxx, Xxxxxx, XX 00000
140	Boston Store	Kohler	0000 Xxxxxxx 00, Xxxxxx, XX 00000
000	Xxx-Xxx	Xxxxxx	000 Xxxxxxx Xxxxx, XxXxxx, XX 00000
000	Xxxxxx Xxxxx	Xxxx Xxxx	0000 X. Xxxxxxxx Xxxxx, Xxxx Xxxx, XX 00000
000	Xxxxx-Xxxxxxx	Xxxxxxxxx	000 Xxxxx Xxxxxxxxxxx Xx., Xxxxx X, Xxxxxxxxx, XX 00000
144	Xxxxx-Xxxxxxx	Alliance	0000 X. Xxxxx Xxxxxx, Xxxxxxxx, XX 00000
147	Xxxxx-Xxxxxxx	Xxxxxxx	0000 Xxxxxxx Xxxx, Xxxxxxx, XX 00000
000	Xxxxx-Xxxxxxx	Xxxxxxxxxx Xxxx	0000 Xxxx Xxxx, Xxxxxxxxxx, XX 00000
149	Bon-Ton	Erie	000 Xxxx Xxxxx Xxxx Xxxx, Xxxx, XX 00000
150	Xxxxx-Xxxxxxx	Warsaw	0000 Xxxxxxxx Xxxx, Xxxxxx, XX 00000
151	Xxxxx-Xxxxxxx	Frankfort	000 Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000
000	Xxxxx-Xxxxxxx	Xxxxxxx Xxxxxxx Xxxx	0000 Xxxxxx Xxxxxx, Xxxxxxx, XX 00000
000	Xxxxx-Xxxxxxx	Xxxxxxx Xxxxx	0000 X. Xxxx Xxxxxx, Xxxxxxx Xxxxx, XX 00000
154	Xxxxx-Xxxxxxx	Xxxxxx	0000 X. Xxxxx Xxxxx Xxxxxx, Xxxxxx, XX 00000
000	Xxxxx-Xxxxxxx	Xxxxxxxx	0000 Xxxxx Xxxx, Xxxxxx, XX 00000
000	Xxxxx-Xxxxxxx	Xxxxxxxxx (Store closed 9/2009)	0000 Xxxxxxxx Xxxx, Xxxxxx, XX 00000
158	Xxxxx-Xxxxxxx	Xxxxxx	0000 X. Xxxx Xxxxxx, Xxxxxx, XX 00000
159	Xxxxx-Xxxxxxx	Monroe	0000 X. Xxxxxx Xxxxxx, Xxxxxx, XX 00000
000	Xxxxx-Xxxxxxx	Xxxxxx Xxxxxx	0000 Xxxxxxxxx Xxxx, Xxxxxx Xxxxxx, XX 00000
000	Xxxxx-Xxxxxxx	Xxxxxxx Xxxx	0000 Xxxxxxx Xxxxxx, Xxxxxxx, XX 00000
163	Xxxxx-Xxxxxxx	Xxxxxxx	0000 X. Xxxxxxxx Xxxxxx, Xxxxxxx, XX 00000

-18-


Location
Number	Nameplate	Location/Store Name	Address
164	Younkers	Muskegon Furniture Gallery	0000 Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000
165	Xxxxx-Xxxxxxx	Beloit	00 Xxxxxxx Xxxxxx, Xxxxxx, XX 00000
171	Xxxxxx Xxxxx Xxxxx	Dekalb	0000 Xxxxxxxx Xxxx, Xxxxxx, XX 00000
000	Xxxxx-Xxxxxxx	Xxxxxx, XX	0000 X. Xxxxxxx, Xxxxxx, XX 00000
173	Younkers	Muscatine	0000 Xxxx Xxxxxx, Xxxxxxxxx, XX 00000
174	Xxxxx-Xxxxxxx	Anderson	0000 Xxxxx Xxxxxxxxxxxx Xxxx, Xxxxxxxx, XX 00000
175	Xxxxx-Xxxxxxx	Mattoon	000 Xxxxxxxx Xxxxxx Xxxx, Xxxxxxx, XX 00000
177	Xxxxx-Xxxxxxx	Danville	0000 X. Xxxxxxxxxx, Xxxxxxxx, XX 00000
178	Xxxxx-Xxxxxxx	Jasper	0000 Xxxxxx Xxxxxx, Xxxxxx, XX 00000
000	Xxxxx-Xxxxxxx	Xxxxx Xxxxx	0000 Xxxxx XX Xxx 00, Xxxxx Xxxxx, XX 00000
180	Xxxxx-Xxxxxxx	Paducah	0000 Xxxxxxxxxxx Xxxx #000, Xxxxxxx, XX 00000
181	Xxxxx-Xxxxxxx	Columbus	0000 00xx Xxxxxx, Xxxxxxxx,XX 00000
182	Xxxxx-Xxxxxxx	Muncie	0000 X. Xxxxxxxxx Xxxxxx, Xxxxxx, XX 00000
184	Xxxxx-Xxxxxxx	Kokomo	0000 Xxxx Xxxxxxxxx, Xxxxxx, XX 00000
185	Xxxxx-Xxxxxxx	Elkhart	0000 Xxxxx Xxxx, Xxxxxxx, XX 00000
000	Xxxxxxxx	Xxxxx Xxx Furniture Gallery	000 Xxx Xxxx Xxxxxx, Xxxxx Xxx, XX 00000
188	Xxxxx-Xxxxxxx	Salem Furniture Gallery (to close in December 2009)	0000 Xxxxx Xxxxxx, Xxxxxx, XX 00000
000	Xxxxx-Xxxxxxx	Xxxxx Xxxxx Furniture	0000 Xxxxx Xxxxx 000, Xxxxxx, XX 00000
202	Xxxxx-Xxxxxxx	Huntington	Huntington Mall, 000 Xxxx Xx. #000, Xxxxxxxxxxxxx, XX 00000
000	Xxxxx-Xxxxxxx	Xxxxxxxxxx	0000 Xxxxxxxxxxx Xxxx, Xxxxxxxxxx, XX 00000
000	Xxxxx-Xxxxxxx	Xxxxxxxxxxx	000 Xxxxx Xxxxxxx, Xxxxxxxxxxx, XX 00000
205	Xxxxx-Xxxxxxx	Ashland	00000 XX Xxxxx 00, Xxxxxxx, XX 00000

-19-


Location
Number	Nameplate	Location/Store Name	Address
206	Xxxxx-Xxxxxxx	Kanawha	000 Xxxxxxx Xxxx, Xxxxxxxxxx, XX 00000
000	Xxxxx-Xxxxxxx	Xx. Xxxxxxxxxxx	00000 Xxxx Xxxx, Xx. Xxxxxxxxxxx, XX 00000
000	Xxxxx-Xxxxxxx	Xxxxxxxx	000 Xxxxxxx Xx. Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000
216	Xxxxx-Xxxxxxx	Beckley	00 Xxxxxxx Xxxx, Xxxxxxx, XX 00000
310	Herberger’s	Centre Square	000 X. Xxxxx Xxxxxxx Xxxxxx, Xx. Xxxxx, XX 00000
311	Herberger’s	Thunderbird Mall	0000 Xxxxx 00xx Xxxxxx, Xxxxxxxx, XX 00000
312	Herberger’s	Cedar Mall	0000 Xxxxx Xxxx, Xxxx Xxxx, XX 00000
313	Herberger’s	Westridge Mall	0000 Xxxx Xxxxxxx Xxx, Xxxxxx Xxxxx, XX 00000
314	Herberger’s	Marketplaz Mall	000 Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxx, XX 00000
315	Herberger’s	Watertown Mall	0000 0xx Xxxxxx XX, Xxxxxxxxx, XX 00000
316	Herberger’s	Viking Plaza	0000 Xxx 00 X, Xxxxx 0000, Xxxxxxxxxx, XX 00000
317	Herberger’s	Holiday Village Shopping Center — Havre	0000 Xxxxxxx 0 XX, Xxxxx, XX 00000
318	Herberger’s	Valley View Mall	0000 Xxxxx Xxxx 00, XxXxxxxx, XX 00000
319	Herberger’s	Northbridge Mall	0000 Xxxxxx Xxxxxx, Xxxxxx Xxx, XX 00000
320	Herberger’s	Moorhead Center Mall	000 Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000
321	Herberger’s	Kirkwood Mall	000 Xxxxxxxx Xxxx, Xxxxxxxx, XX 00000
323	Herberger’s	Westgate Mall/Brainerd	00000 Xxxxxx Xxxxx, Xxxxx 0, Xxxxxx, XX 00000
325	Xxxxxxxxx’x	Rimrock Mall	000 X. 00xx Xxxxxx Xxxx, Xxxxxxxx, XX 00000
326	Xxxxxxxxx’x	Xxxxxx Place Shopping Center	0000 Xxxxxx Xxxxxx, Xxxxxxx, XX 00000
327	Herberger’s	Holiday Village Shopping Center — Great Falls	0000 00xx Xxxxxx X, Xxxxx Xxxxx, XX 00000

-20-


Location
Number	Nameplate	Location/Store Name	Address
328	Herberger’s	Rushmore Mall	0000 Xxxxx Xxxxx, Xxxxx Xxxx, XX 00000
329	Herberger’s	White Mountain Mall	0000 Xxxxxxxx Xxxxxxxxx, Xxxx Xxxxxxx, XX 00000
330	Herberger’s	Prairie Hills Mall	0000 0xx Xxxxxx X., Xxxxxxxxx, XX 00000
331	Xxxxxxxxx’x	Dakota Square	0000 00xx Xxxxxx XX, Xxxxx, XX 00000
332	Xxxxxxxxx’x	Xxxxx Mall	0000 0xx Xxxxxx Xxxxx, Xxxxxxx, XX 00000
000	Xxxxxx Xxxxx	Xxxxxx Xxx Xxxx	0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx Xxx, XX 00000
334	Herberger’s	Sunset Plaza	0000 Xxxxxx Xxxx, Xxxxxxx, XX, 00000
335	Herberger’s	Imperial Mall Shopping Center	0000 Xxxx 00xx, Xxxxx 0, Xxxxxxxx, XX, 00000
336	Herberger’s	The Mall	0000 Xxxxx Xxxxx, Xxxxx Xxxxxx, XX, 00000
338	Herberger’s	Hilltop Mall	0000 0xx Xxxxxx, Xxxxxxx, XX, 00000
339	Herberger’s	Monument Mall	0000 Xxxxxxxx Xxxx, Xxx 00, Xxxxxxxxxxx, XX, 00000
340	Herberger’s	Kalispell Center Mall	00 Xxxxx Xxxx, Xxxxxxxxx, XX 00000
341	Xxxxxxxxx’x	Xxxxxx	000 Xxxxxxxxx Xxxxx Xxxxxxxxx, Xxxxxx, XX 00000
342	Herberger’s	Stillwater	0000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000
343	Herberger’s	Lakewood Mall	0000 0xx Xxx XX, Xxxxx 0, Xxxxxxxx, XX 00000
344	Xxxxxxxxx’x	Grand Junction/Mesa Mall	0000 XX Xxx 0 & 00, Xxxxx Xxxxxxxx, XX 00000
345	Herberger’s	River Hills Mall	0000 Xxxxx Xxxxxx, Xxxxxxx, XX 00000
348	Herberger’s	Xxxx Xxxxxx Mall	0000 Xxxx Xxxxxx Xxxxx, Xxxxxxx, XX 00000
349	Herberger’s	Butte Plaza Mall	0000 Xxxxxxxx Xxxxxx, Xxxxx 0X, Xxxxx, XX 00000

-21-


Location
Number	Nameplate	Location/Store Name	Address
351	Herberger’s	Southgate Mall	0000 Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000
352	Herberger’s	West Acres Shopping Center	0000 00xx Xxxxxx X, Xxxxx, XX 00000
353	Herberger’s	Rosedale Shopping Center	000 Xxxxxxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000
354	Herberger’s	Midway Marketplace	0000 Xxxxxxxxxx Xxxxx, Xx. Xxxx, XX 00000
355	Herberger’s	Southtown Mall	0000 Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, XX 00000
357	Herberger’s	Apache Mall	0000 00xx Xxxxxx XX, Xxxxxxxxx, XX 00000
000	Xxxxxxxx	Xxxxx Xxxxx Xxxx	0000 Xxxxx Xxxxx Xxxx, Xxxx, XX 00000
000	Xxxxxxxx	Xxxxxxxxxxx Xxxx	000 Xxxxx Xxxxxxxx, Xxxxx Xxxx, XX 00000
403	Younkers	Crossroads Mall	US Xxx 00 & Xxxxx 00xx Xx, Xxxx Xxxxx, XX 00000
404	Xxxxxxxx	Xxxxxxxx Town Center	0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000
000	Xxxxxxxx	Xxxxxxx Xxxx	0000 Xxxxx 000xx Xxxxxx, Xxxxx, XX, 00000
000	Xxxxxxxx	Xxxxxxx Xxxxxx Xxxx	0000 Xxxxxxxxxx Xxxxxx, Xxxxx Xxxxx, XX 00000
000	Xxxxxxxx	Xxxxxxxxxx Xxxxxx	0000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, XX 00000
000	Xxxxxxxx	Xxx Xxxx Mall	Highway 000 & 00xx Xx. Xxxxxxxxx, Xxxxxx, XX 00000
410	Younkers	Xxxxx Xxx Mall	0000 Xxxxx Xxx Xx, Xxxxx 000, Xxx Xxxxxx, XX 00000
000	Xxxxxxxx	Xxxxx Xxxxx Xxxx	0000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxx, XX 00000
000	Xxxxxxxx	Xxxxxxx Xxxx	0000 0xx Xxxxxx XX, Xxxxx Xxxxxx, XX 00000
414	Younkers	Jordan Creek	000 Xxxxxx Xxxxx Xxxxxxx, Xxxxx 0000, Xxxx Xxx Xxxxxx, XX 00000
418	Younkers	Xxxxxxx Mall	000 Xxxx X. Xxxxxxx Xxxx, Xxxxxxx, XX 00000

-22-


Location
Number	Nameplate	Location/Store Name	Address
419	Younkers	Westroads Mall	000 X. 000xx Xx., Xxxxx, XX, 00000
000	Xxxxxxxx	Xxxxxxxxx Xxxx	000 Xxxx Xxxxxxxx Xxxx, Xxxxxxxxx, XX 00000
000	Xxxxxxxx	Xxxxxxxxx Xxxx	0000 00xx Xxxxxx, Xxxxxx, XX 00000
000	Xxxxxxxx	Xxxxxxxxxx Xxxx	0000 X Xxxx Xxxx Xxxx, Xxxxx 0000, Xxx Xxxxxx, XX 00000
424	Younkers	Empire Mall	0000 Xxxxxx Xxxx, Xxxxx Xxxxx, XX 00000
000	Xxxxxxxx	Xxxxxxxx Xxxx	0000 Xxxxxxxx Xxxx XX, Xxxxx Xxxxxx, XX 00000
000	Xxxxxxxx	Xxxxxxxx Xxxxx Xxxx	0000 Xxxxxxxx Xxxx, Xxxxx Xxxx, XX 00000
000	Xxxxxxxx	Xxxxxxxx Xxxx	000 Xxxxx Xxxx, Xxxx Xxxxxxxxxx, XX 00000
000	Xxxxxxxx	Xxxxxxx Xxxx	0000 Xxxx Xxxx, Xxx Xxxxxx, XX 00000
000	Xxxxxxxx	Xxxxxx Xxxx Xxxx	0000 Xxxxxx Xxxx Xxxxx, Xxxx Xxx Xxxxxx, XX 00000
000	Xxxxxxxx	Xxxxx Xxxx	0000 Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000
000	Xxxxxxxx	Xxxxxxxx Xxxxxxxx Xxxxxxxx Xxx	00 Xxxxx 0xx Xxxxxx, Xxxxxxxx Xxx, XX 00000
000	Xxxxxxxx	Xxxxxxxxx Crossings	0000 Xxxxxxxxx Xxxxxxx, Xxxxxxxxxx, XX 00000
442	Younkers	Westwood Mall	0000 XX Xxx 00 Xxxx, Xxxxxxxxx, XX 00000
000	Xxxxxxxx	Xxxxxxxxxx Xxxxxx	0000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxxx Xxxx, XX 00000
000	Xxxxxxxx	Xxxxxxx Xxxx	0000 Xxxx Xxxxxxx Xxxxxxx, Xxxxxxx, XX 00000
000	Xxxxxxxx	Xxxxxxx Xxxx	0000 X Xxxxxx, Xxxxxxx, XX, 00000
448	Younkers	Shoppes at Woodridge	000 Xxxx Xxxx Xxxxxx, Xxxxxxxxxx, XX 00000
000	Xxxxxxxx	Xxxxxx Xxxx Xxxx	0000 Xxxxxx Xxxxx Xxxxxxx, Xxxxxx, XX 00000
451	Younkers	Conestoga Mall	0000 Xxxx 00xx Xxxxxx, Xxxxx Xxxxxx, XX, 00000
000	Xxxxxxxx	Xxxxxx Xxxx	000 Xxxxxx Xxxxxx, Xxxxxx, XX 00000

-23-


Location
Number	Nameplate	Location/Store Name	Address
000	Xxxxxxxx	Xxxxxx Xxxx	000 Xxxx Xxxxxxx Xxxxxx, Xxxx Xx Xxx, XX 00000
000	Xxxxxxxx	Xxx Xxxx Xxxxxx	000 Xxx Xxxx Xxxxxx, Xxxxx Xxx, XX 00000
000	Xxxxxxxx	Xxxxxxxxx Xxxxx	000 X Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000
000	Xxxxxxxx	Xxx Xxxxx Xxxx	0000 X. Xxxxxxxxx Xxxxxx, Xxxxxxxx, XX 00000
000	Xxxxxxxx	Xxxxxxxxx Xxxx	00000 Xxxxx Xxxxxx, Xxxxxxx, XX 00000
464	Younkers	Merridian	0000 X. Xxxxx Xxxxx Xxxxxx, Xxxxxx, XX 00000
000	Xxxxxxxx	Xxxxxxxxx Xxxx	0000 00xx Xxxxxx, Xxxx Xxxxxxx, XX 00000
000	Xxxxxxxx	Xxxx Xxxx Xxxx	0000 Xxxxxxxxx Xxxx, Xxxxxxxxx, XX 00000
000	Xxxxxxxx	Xxxxxx Xxxx	000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx Xxxxxx, XX 00000
469	Younkers	Mariner Mall	00 Xxxxx 00xx Xx. Xxxx, Xxxxxxxx, XX 00000
000	Xxxxxx Xxxxx	Xxxxxx Xxxxxx	000 Xxxxx 0xx Xxxxxx, Xxxxxxxxx, XX 00000
000	Xxxxxxxx	Xxx Xxxx Xxxx	0000 X. Xxxxxx Xxxx, Xxx Xxxx, XX 00000
501	Xxxxxxx’x	Eastland Mall	0000 Xxxxxx Xxxxxx, Xxxxxxxxxxx, XX 00000
502	Xxxxxxx’x	Peru Mall	0000 Xxxxx 000, Xxxxx 00, Xxxx, XX 00000
503	Xxxxxxx’x	East Court Village	0000 Xxxxx Xxxxxx, Xxxxx, XX 00000
504	Xxxxxxx’x	Marketplace Mall	0000 Xxxxx Xxxx Xxxxxx, Xxxxxxxxx, XX 00000
505	Bergner’s	Xxxxxxxx Mall	0000 Xxxx Xxxx Xxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000
506	Xxxxxxx’x	Xxxxxxxx Village	0000 Xxxxx Xxxxxxxx Xxxx, Xxxxxx, XX 00000
507	Xxxxxxx’x	Xxxxxx Mall	0000 Xxxxxxxx, Xxxxxx, XX 00000
508	Xxxxxxx’x	Hickory Point Mall	0000 Xxxxxxx Xxxxx Xxxx, Xxxxxxx, XX 00000

-24-


Location
Number	Nameplate	Location/Store Name	Address
000	Xxxxxx Xxxxx	Xxxxxxxxxx Xxxx	0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000
511	Xxxxxxx’x	Northland Mall	0000 Xxxx Xxxxxxxxxx, Xxxxxxxx, XX 00000
512	Xxxxxxx’x	Cherryvale Mall	0000 Xxxxxxxx Xxxxxx, Xxxxxxxx, XX 00000
513	Xxxxxxx’x	Machesney Mall	0000 Xxxxx 0xx Xxxxxx, Xxxxxxxxx Xxxx, XX 00000
514	Xxxxxx Xxxxx Xxxxx	Northgate Shopping Center	000 Xxxxx Xxxx Xxxxxx, Xxxxxx, XX 00000
515	Xxxxxx Xxxxx Xxxxx	Joliet	0000 Xxxx Xxxx Xxxxx, Xxxxxx, XX 00000
000	Xxxxxx Xxxxx Xxxxx	Xxxxxx Xxxx Xxxx	0000 Xxxxxx Xxxx Xxxx, Xxxxxx, XX 00000
517	Xxxxxx Xxxxx Xxxxx	Randhurst Mall	000 Xxxxx Xxxxxxxx Xxxx, Xxxxx Xxxxxxxx, XX 00000
518	Xxxxxxx’x	White Oaks Mall	0000 Xxxx Xxxxxx, Xxxxxxxxxxx, XX 00000
000	Xxxxxx Xxxxx	Xxxxx Xxxxxx Xxxx	000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000
000	Xxxxxx Xxxxx	Xxx Xxxxx Xxxx	0000 X. Xxxx Xxxxxxxxxx Xxxx, Xxxxxxxxx, XX 00000
521	Boston Store	Regency Mall	0000 Xxxxxx Xxxxxx, Xxxxxx, XX 00000
000	Xxxxxx Xxxxx	Xxxxxxxxxx Xxxxxx	00000 Xxxx Xxxxxxxxx Xxxx, Xxxxxxxxxx, XX 00000
000	Xxxxxx Xxxxx	Xxxxxxxxxx Xxxx	0000 Xxxxx 00xx Xxxxxx, Xxxxxxxxx, XX 00000
526	Boston Store	Xxxx Xxxxx Xxxx	00 Xxxx Xxxxx Xxxx, Xxxxxxx, XX 00000
527	Boston Store	Mayfair Mall	0000 Xxxxx Xxxxxxx Xxxx, Xxxxxxxxx, XX 00000
528	Boston Store	Xxxx Xxxxx Xxxx	00 Xxxx Xxxxx Xxxx, Xxxxxxx, XX 00000
529	Boston Store	Brookfield Furniture Gallery	00000 Xxxx Xxxxxxxxx Xxxx, Xxxxxxxxxx, XX 00000
530	Xxxxxx Xxxxx Xxxxx	Evergreen Mall	0000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxxx Xxxx, XX 00000

-25-


Location
Number	Nameplate	Location/Store Name	Address
531	Xxxxxx Xxxxx Xxxxx	Yorktown Mall	000 Xxxxxxxx Xxxx, Xxxxxxx, XX 00000
532	Xxxxxx Xxxxx Xxxxx	Woodmar Mall	0000 Xxxxxxxxxxxx Xxxxxxxxx, Xxxxxxx, XX 00000
533	Xxxxxx Xxxxx Xxxxx	Xxxx’x Plaza	0000 Xxxx Xxxxxx, Xxxxxxxx, XX 00000
535	Xxxxxx Xxxxx Xxxxx	Xxxxxxxxx Square	0 Xxxxxxxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000
000	Xxxxxx Xxxxx Xxxxx	Xxxxxxx Xxxx	000 Xxxxx Xxxxxxxxx Xxxxx, Xxxxxxx, XX 00000
000	Xxxxxx Xxxxx Xxxxx	Xxxxxxx Xxxxx Xxxx	0000 Xxxxx Xxxxxxxxx Xxxxxx, Xxxxxxx Xxxxx, XX 00000
539	Xxxxxx Xxxxx Xxxxx	Harlem-Irving Mall	0000 X. Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000
540	Xxxxxx Xxxxx Xxxxx	Xxxxxxx Mall	000 Xxxxxxx Xxxx, Xxxxxxxx, XX 00000
000	Xxxxxx Xxxxx Xxxxx	Xxxxx Xxxxxxxxx Xxxx Mall	0000 Xxxx Xxxxxx Xxxx, Xxxxx Xxxxxxxxx, XX 00000
542	Xxxxxx Xxxxx Xxxxx	Xxxxxxxxx Shoppingtown/Southlake	0000 Xxxxxxxxx Xxxx, Xxxxxxxxxxxx, XX 00000
543	Xxxxxx Xxxxx Xxxxx	Xxxxxx Square	0 Xxxxxx Xxxxxx, Xxxxxx Xxxx, XX 00000
000	Xxxxxx Xxxxx Xxxxx	Xxxxx Xxxx Xxxx	000 Xxxxx Xxxx Xxxxx, Xxxxxxx Xxxx, XX 00000
546	Xxxxxx Xxxxx Xxxxx	Yorktown Furniture	0 Xxxxxxxx Xxxx, Xxxxxxx, XX 00000
547	Xxxxxx Xxxxx Xxxxx	Xxxx Furniture Gallery	0000 Xxxx Xxxxxx, Xxx 000, Xxxxxxxx, XX 00000
548	Xxxxxx Xxxxx Xxxxx	Xxxxxxxxxx Furniture Gallery	000 Xxxx Xxxx Xxxx, Xxxxxxxxxx, XX 00000
549	Xxxxxx Xxxxx Xxxxx	Xxxxxxxxx Mall	000 Xxxx XX Xxx 00, Xxxxxxxx Xxxx, XX 00000
550	Xxxxxx Xxxxx Xxxxx	Xxxxxxxxx Shoppingtown/Hawthorn	0 Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxx, XX 00000
000	Xxxxxx Xxxxx Xxxxx	Xxxx Xxxx Xxxx	0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxx, XX 00000
552	Xxxxxx Xxxxx Xxxxx	Lincolnwood Town Center	0000 Xxxx Xxxxx, Xxxxxxxxxxx, XX 00000

-26-


Location
Number	Nameplate	Location/Store Name	Address
553	Xxxxxx Xxxxx Xxxxx	Northfield Square Mall	0000 Xxxxx Xxxxx Xx. 00, Xxxxxxxxxxx, XX 00000
554	Xxxxxx Xxxxx Xxxxx	Charlestowne Mall	0000 Xxxx Xxxx Xxxxxx, Xx. Xxxxxxx, XX 00000
555	Xxxxxx Xxxxx Xxxxx	Xxxxxxxx Furniture Gallery	000 Xxxx Xxxxx, Xxxxxx Xxxxx, XX 00000
556	Xxxxxx Xxxxx Xxxxx	Xxx Valley Mall	0 Xxx Xxxxxx Xxxxxx, Xxxxxx, XX 00000
560	Xxxxxx Xxxxx Xxxxx	Xxx Valley Furniture Gallery	000 Xxxxx Xxxxx 00, Xxxxx 000, Xxxxxxxxxx, XX 00000
561	Xxxxxx Xxxxx Xxxxx	Xxxxxx Square Furniture Gallery	00 Xxxxxx Xxxxxx, Xxxxxx Xxxx, XX 00000
562	Xxxxxx Xxxxx Xxxxx	Streets of Woodfield	000 Xxxxx Xxxxxxxxxx Xxxx, Xxxxxxxxxx, XX 00000
563	Bergner’s	The Shoppes at Grand Prairie	0000 Xxxx Xxx Xxxxxxxx Xxxxx, Xxxxxx, XX 00000
564	Xxxxxx Xxxxx Xxxxx	Circle Centre	0 Xxxx Xxxxxxxxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000
000	Xxxxxxxx	Xxxxxx Xxxx Place	00000 Xxxxxxxx Xxxx, Xxxxxxx, XX 00000
000	Xxxxxxxx	Xxxxxxxxxxx Xxxxxxx	000 Xxxxx Xxxxx Xxxx, Xxxxxxxxx Xxxxx, XX 00000
000	Xxxxxxxx	Xxxxxxxxx Xxxxx	00000 Xxxx Xxxx, Xxxxxxx, XX 00000
579	Xxxxxx Xxxxx Xxxxx	Naperville Furniture Clearance Center	0000 Xxxxxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000
972	N/A	Huntington	000-000 Xxxxx Xxxxxx, Xxxxxxxxxx, XX 00000

-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

Xxxxxx Xxxxx Xxxxx XX, 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%

Xxxxxx Xxxxx Xxxxx XX, Inc.

Bon-Ton Distribution, Inc.

Illinois

Common Stock

100,000 shares

1,000 shares

Xxxxxx Xxxxx Xxxxx XX, 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

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

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

The Bon-Ton Properties - Marketplace GP, Inc.

The Bon-Ton Stores of Lancaster, Inc.

Pennsylvania

Common Stock

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 Xxxxx-Xxxxxxx Stores Corp.

Ohio

Common Stock

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 Xxxxx-Xxxxxxx 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.
Xxxxxx Xxxxx Holdings, Inc.	C-Corporation	Delaware	3/4/2006	Parisian, Inc.
CP Holdings Virginia, LLC	Limited Liability Company	Virginia	3/4/2006	Xxxxxx Xxxxx Holdings, Inc.
Xxxxxx Xxxxx Xxxxx, LLC	Limited Liability Company	Alabama	12/31/2007	The Bon-Ton Department Stores, Inc.
Xxxxxx Xxxxx Xxxxx, Inc.	C-Corporation	Alabama	10/28/2006	Xxxxxx Xxxxx Xxxxx, 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 Xxxxx-Xxxxxxx 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 Xxxxx-Xxxxxxx Stores Corp.
Xxxxx-Xxxxxxx Holdings, Inc.	C-Corporation	Ohio	12/31/2007	The Xxxxx-Xxxxxxx Stores Corp.
Xxxxx-Xxxxxxx Indiana, L.P.	Limited Partnership	Indiana	1/28/2006	The Xxxxx-Xxxxxxx Stores Corp.
Xxxxx-Xxxxxxx Operations, LLC	Limited Liability Company	Ohio	12/31/2007	The Xxxxx-Xxxxxxx Stores Corp.
Xxxxx-Xxxxxxx West Virginia, Inc.	C-Corporation	West Virginia	12/31/2008	The Xxxxx-Xxxxxxx Stores Corp.
Herberger’s Department Stores, LLC	Limited Liability Company	Minnesota	12/31/2007	The Bon-Ton Department Stores, Inc.
XxXxx’x, Inc.	C-Corporation	Mississippi	3/6/2006	Xxxxxx Xxxxx Xxxxx XX, Inc.
Parisian, Inc.	C-Corporation	Alabama	3/6/2006	Xxxxxx Xxxxx Xxxxx, 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

Xxxxx-Xxxxxxx: 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 Xxxxx-Xxxxxxx Stores Corp. (''Xxxxx-Xxxxxxx’’) and Elder Acquisition Corp., an indirect wholly owned subsidiary of Parent (''Merger Sub’’), Merger Sub was merged with and into Xxxxx-Xxxxxxx with Xxxxx-Xxxxxxx continuing as the surviving corporation and as an indirect wholly owned subsidiary of Parent (the ''Merger’’). At the time of the Merger, Xxxxx-Xxxxxxx had seven direct and indirect subsidiaries: The Bee-Gee Shoe Corp., The El-Bee Chargit Corp., The El-Bee Receivables Corp, Xxxxx-Xxxxxxx West Xxxxxxxx, Inc., Elder Xxxxxxx Holdings, Inc., Xxxxx-Xxxxxxx Indiana, L.P. and Xxxxx-Xxxxxxx 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., XxXxx’x, 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 Xxxx, 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; Xxxxxx Xxxxx Xxxxx; Xxxxx-Xxxxxxx; Xxxxxxxxx’x; Parisian; Younkers
Bon-Ton Distribution, Inc.		Xxxxxx Xxxxx Xxxxx Furniture Clearance Center
The Bon-Ton Giftco, Inc.		Bon-Ton
The Bon-Ton Stores of Lancaster, Inc.		Bon-Ton
Xxxxxx Xxxxx Xxxxx XX, Inc.		Bon-Ton; Boston Store; Herberger’s; Younkers
The Xxxxx-Xxxxxxx Stores Corp.		Bon-Ton; Xxxxx-Xxxxxxx; Younkers
McRIL, LLC		Xxxxxxx’x; Xxxxxx Xxxxx Xxxxx; Xxxxxx Xxxxx Xxxxx 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
XXXXX XXXXXXXX		2,335,651	3/28/2000
XXXXX XXXXXXXX		2,015,874	11/12/1996
XXXXX XXXXXXXX		2,015,870	11/12/1996
XXXXX XXXXXXXX		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.

Owner: Xxxxxx Xxxxx Xxxxx XX, 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.
XXXXXX XXXXX XXXXX		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
XXXXXXX XXXXXXX		77,836,970	9/29/2009
XXXXXXX XXXXXXX 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 Xxxxx-Xxxxxxx Stores Corp.


	Registration/Serial		Registration
Trademark Name	Number		Date/Filing Date
AFFINITY		1,645,326	5/21/01
XXXXXXXX XXXXXX (and design)		1,798,768	10/12/1993
EB KIDS PLACE		1,573,311	12/26/1989
Xxxxx-Xxxxxxx (Stylized)		1,332,638	4/23/1985

Owner: McRIL, LLC


	Registration/Serial	Registration Date/Filing
Trademark Name	Number	Date
XXXXXXX’X	Illinois 095011	10/17/2005
XXXXXXX’X & 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 Xxxxx-Xxxxxxx Stores Corp. (currently owned by Xxxxx-Xxxxxxx Stores Corporation)


Copyright	Copyright No.	Registration Date
Xxxxx-Xxxxxxx Stores Corporation: A Tradition of Success.	TX 1896055	7/1/86

Owner: Xxxxxx Xxxxx Xxxxx XX, Inc. (currently owned by XxXxx’x, Inc.)


Copyright	Copyright No.	Registration Date
A Tale from Flurryville: The Xxxx’x Big Surprise/written and illustrated by Xxxx Xxxxxxxx	TX5900922	1/13/04
Wow! What a Cow: A Tale from Funky Farm/written and illustrated by Xxxx Xxxxxxxx	TX5744198	4/29/03
A Tale from Flurryville: Arctic Bart Finds His Happy Heart/written and illustrated by Xxxx Xxxxxxxx	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
Xxxxxx shares his bear	TX6497902	1/9/07

-38-

Owner: Xxxxxx Xxxxx Xxxxx, 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.)	XX0000000	11/21/91
Riverchase Galleria, Parisian grand opening (currently owned by Giancarlo Imiglia)	VA239074	9/5/86
Made in Wisconsin (currently owned by Xxxxxx Xxxxx)	XX00000	2/23/81
Cratchits’ Christmas dinner* (currently owned by Xxxxxx Xxxxxxx)	VA00006480	6/8/78


*		This copyright was registered under “Xxxxxx Xxxxx Xxxxx” instead of Xxxxxx Xxxxx Xxxxx, 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 Xxxxx-Xxxxxxx Stores Corp., an Ohio corporation (“Xxxxx-Xxxxxxx” 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 Xxxxxx Xxxxx Xxxxx 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 Xxxxxx Xxxxx Xxxxx & 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 Xxxxxx Xxxxx Xxxxx & 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 Xxxxx Xxxxxxx Associates, Inc.

	2.		Letter Agreement with Directives West Consultants to Retail.

-43-

	3.		Letter Agreement with Xxxxxxx Xxxxx.

	4.		Letter Agreement with Lazard Frères & Company, LLC.

	5.		Letter Agreement with Xxxxxx 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.

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Registration/Serial

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