REGISTRATION RIGHTS AGREEMENT by and among The Bon-Ton Department Stores, Inc., the Guarantors named herein, and Merrill Lynch, Pierce, Fenner & Smith Incorporated Dated as of July 9, 2012Registration Rights Agreement • July 13th, 2012 • Bon Ton Stores Inc • Retail-department stores • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 9, 2012, by and among The Bon-Ton Department Stores, Inc., a Pennsylvania corporation (the “Company”), The Bon-Ton Stores, Inc., a Pennsylvania corporation (“Parent”) and other guarantors listed on Schedule I hereto (together with the Parent, the “Guarantors”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Dealer Manager”), for the benefit of the holders of the Initial Notes, each of whom has agreed to exchange (the “Exchange”) their outstanding 10¼% Senior Notes due 2014 for the Company’s 105/8% Second Lien Senior Secured Notes due 2017 (the “Initial Notes”). The Initial Notes are fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Indenture. The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
SECOND LIEN SECURITY AGREEMENT dated as of July 9, 2012 among THE BON-TON DEPARTMENT STORES, INC., THE GRANTORS IDENTIFIED HEREIN, collectively, the Initial Grantors, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and Collateral AgentSecond Lien Security Agreement • July 13th, 2012 • Bon Ton Stores Inc • Retail-department stores • New York
Reference is made to the indenture dated as of July 9, 2012 (as amended, amended and restated, extended, renewed, refinanced, supplemented or otherwise modified from time to time, the “Indenture”), by and among the Issuer, each Guarantor (as defined in the Indenture), the Trustee and the Collateral Agent pursuant to which the Issuer has issued 105/8% Second Lien Senior Secured Notes due 2017 (together with any Additional Notes, the “Notes”). The Indenture requires that the Issuer and the Guarantors enter into this Agreement. The Guarantors will derive substantial benefits from the issuance of the Notes pursuant to the Indenture and are willing to execute and deliver this Agreement pursuant to the requirements of the Indenture. Accordingly, the parties hereto agree as follows:
INTERCREDITOR AGREEMENTIntercreditor Agreement • July 13th, 2012 • Bon Ton Stores Inc • Retail-department stores • New York
This Intercreditor Agreement, dated as of July 9, 2012, is entered into by and among Bank of America, N.A. as collateral agent for the Revolving Credit Secured Parties, as hereinafter defined (in such capacity, the “Revolving Credit Agent”), Wells Fargo Bank, National Association, as collateral agent for the Indenture Secured Parties, as hereinafter defined, and as trustee under the Indenture, as hereinafter defined (in such capacities, the “Notes Agent”), and each collateral agent for any Future Second Lien Claims (as hereinafter defined) from time to time party hereto, each in its capacity as Second Priority Agent (as hereinafter defined) and the Loan Parties, as hereinafter defined.
SUPPLEMENTAL INDENTURESupplemental Indenture • July 13th, 2012 • Bon Ton Stores Inc • Retail-department stores • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of July 9, 2012, among THE BON-TON DEPARTMENT STORES, INC. (or its successor), a Pennsylvania corporation (the “Issuer”), the guarantors listed on the signature pages hereto (the “Guarantors”) and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee under the indenture referred to below (the “Trustee”).
