0001104659-13-007581 Sample Contracts

GUARANTY
Guaranty • February 5th, 2013 • Bon Ton Stores Inc • Retail-department stores • New York

This GUARANTY (this “Guaranty”), dated as of January 31, 2013, by The Bon-Ton Giftco, LLC, a Virginia limited liability company (the “New Guarantor”), in favor of (i) Bank of America, N.A., a national banking association, as agent (hereinafter, in such capacity, “Agent”) for itself and the other financial institutions (hereinafter, collectively, the “Lenders”) which from time to time are or may become parties to that certain Second Amended and Restated Loan and Security Agreement dated as of March 21, 2011 (as modified by that certain First Amendment to Second Amended and Restated Loan and Security Agreement dated as of October 25, 2012 and as further amended, amended and restated, supplemented or otherwise modified and in effect from time to time, the “Loan Agreement”), by and among The Bon-Ton Department Stores, Inc., a Pennsylvania corporation (“Bon-Ton”), Carson Pirie Scott II, Inc., a Mississippi corporation (“CPS II”), Bon-Ton Distribution, Inc., an Illinois corporation (“Distrib

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SECOND SUPPLEMENTAL INDENTURE
Supplemental Indenture • February 5th, 2013 • Bon Ton Stores Inc • Retail-department stores • New York

Second Supplemental Indenture (this “Supplemental Indenture”), dated as of January 31, 2013, between The Bon-Ton Giftco, LLC (the “Guaranteeing Subsidiary”), a subsidiary of The Bon-Ton Stores, Inc., a Pennsylvania corporation (or its permitted successor) (the “Parent”), The Bon-Ton Department Stores, Inc., a Pennsylvania corporation (the “Company”) and Wells Fargo Bank, National Association, a national banking association (or its permitted successor), as trustee and collateral agent under the Indenture referred to below (the “Trustee”).

THIRD SUPPLEMENTAL INDENTURE
Third Supplemental Indenture • February 5th, 2013 • Bon Ton Stores Inc • Retail-department stores • New York

Third Supplemental Indenture (this “Supplemental Indenture”), dated as of February 2, 2013 between Carson Pirie Scott II, Inc. (the “Guaranteeing Subsidiary”), a subsidiary of The Bon-Ton Stores, Inc., a Pennsylvania corporation (or its permitted successor) (the “Parent”), The Bon-Ton Department Stores, Inc., a Pennsylvania corporation (the “Company”) and Wells Fargo Bank, National Association, a national banking association (or its permitted successor), as trustee and collateral agent under the Indenture referred to below (the “Trustee”).

JOINDER AGREEMENT TO LOAN AGREEMENT
Joinder Agreement • February 5th, 2013 • Bon Ton Stores Inc • Retail-department stores

This Joinder Agreement (this “Joinder”) to that certain Loan Agreement (as defined herein) is made as of February 2, 2013, by and among:

SECURITY AGREEMENT SUPPLEMENT
Security Agreement • February 5th, 2013 • Bon Ton Stores Inc • Retail-department stores

SUPPLEMENT NO. 2 (this “Supplement”), dated as of February 2, 2013 to the Second Lien Security Agreement dated as of July 9, 2012 by and among THE BON-TON DEPARTMENT STORES, INC., a Delaware corporation (the “Issuer”), and the other Persons listed on the signature pages thereof (collectively, the “Initial Grantors”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and Collateral Agent (in its capacity as collateral agent, the “Collateral Agent”) for the Secured Parties.

OMNIBUS JOINDER AGREEMENT TO LOAN DOCUMENTS
Omnibus Joinder Agreement • February 5th, 2013 • Bon Ton Stores Inc • Retail-department stores

THE BON-TON GIFTCO, LLC, a Virginia limited liability company (the “New Guarantor”), with its principal executive offices at 2801 E. Market Street, York, PA 17402;

SECURITY AGREEMENT SUPPLEMENT
Security Agreement • February 5th, 2013 • Bon Ton Stores Inc • Retail-department stores

SUPPLEMENT NO. 1 (this “Supplement”), dated as of January 31, 2013 to the Second Lien Security Agreement dated as of July 9, 2012 by and among THE BON-TON DEPARTMENT STORES, INC., a Delaware corporation (the “Issuer”), and the other Persons listed on the signature pages thereof (collectively, the “Initial Grantors”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and Collateral Agent (in its capacity as collateral agent, the “Collateral Agent”) for the Secured Parties.

FOURTH SUPPLEMENTAL INDENTURE
Fourth Supplemental Indenture • February 5th, 2013 • Bon Ton Stores Inc • Retail-department stores • New York

Fourth Supplemental Indenture (this “Supplemental Indenture”), dated as of February 2, 2013, between Carson Pirie Scott II, Inc., a Florida corporation (the “Guaranteeing Subsidiary”), a subsidiary of The Bon-Ton Stores, Inc., a Pennsylvania corporation (or its permitted successor) (the “Parent”), The Bon-Ton Department Stores, Inc., a Pennsylvania corporation (the “Company”) and The Bank of New York Mellon, a New York banking corporation (or its permitted successor), as trustee under the Indenture referred to below (the “Trustee”).

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