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EXHIBIT 10.20(c)
EXECUTION COPY
MASTER AMENDMENT AGREEMENT NO. 1
to
TRANSFER AND SERVICING AGREEMENT
PERFORMANCE UNDERTAKING
NOTE PURCHASE AGREEMENT
ADMINISTRATION AGREEMENT
INDENTURE SUPPLEMENT
MASTER INDENTURE
THIS MASTER AMENDMENT AGREEMENT ("Amendment") is entered into as
of
January 30, 2005 by and among
The Bon-Ton Department Stores, Inc. ("Bon-Ton
DSI"), as the existing
Servicer, The Bon-Ton Operations, Inc. ("Bon-Ton
Operations", as the new
Servicer, The Bon-Ton Receivables Partnership, L.P. (the
"Transferor"), the Bon-Ton
Receivables Master Note Trust (the "Issuer"), The
Bon-Ton Stores, Inc. and The
Bon-Ton Corp., (collectively, the "Performance
Guarantors" and together with
Bon-Ton DSI, Newco, the Transferor and the Issuer,
the "Bon-Ton Parties"),
Wilmington Trust Company, as owner trustee (the "Owner
Trustee"), Wachovia Bank,
N.A., as indenture trustee (the "Indenture Trustee"),
Falcon Asset Securitization
Corporation and CHARTA, LLC, as "Conduit
Purchasers", JPMorgan Chase
Bank, National Association (successor by merger to
Bank One, N.A. (Main Office
Chicago)) ("JPMorgan Chase") and Citicorp North
America, Inc. ("CNAI"), as
Managing Agents, JPMorgan Chase and Citibank, N.A.,
as Committed Purchasers and
JPMorgan Chase, as Class A Agent. Capitalized terms
used herein and not otherwise
defined shall have the meanings ascribed to them
in the Master Indenture
referred to below, or if not defined in such Master
Indenture, in the other
applicable Transaction Documents.
PRELIMINARY STATEMENTS
A. Each of Bon-Ton DSI
and The Elder-Beerman Stores Corp. ("Elder-Beerman"
and together with Bon-Ton DSI
in such capacity, the "Sellers") agreed to sell,
transfer and assign to the
Transferor, and the Transferor agreed to purchase
from Bon-Ton DSI and
Elder-Beerman, all of the respective right, title and
interest of Bon-Ton DSI and
Elder-Beerman in and to the Transferred Receivables
(as defined in the
Receivables Purchase Agreement) and certain related
property
pursuant to that certain
Receivables Purchase Agreement dated as of January 30,
2004 (as amended, restated,
supplemented or otherwise modified from time to
time, the "Receivables
Purchase Agreement"), by and among Bon-Ton DSI,
Elder-Beerman and the
Transferor.
B. The Transferor agreed
to sell, transfer and assign to the Issuer, and the
Issuer agreed to purchase
from the Transferor, all of the right, title and
interest of the Transferor in
and to the Transferred Receivables and the related
property pursuant to that
certain Transfer and Servicing Agreement dated as of
January 30, 2004 (as amended,
restated, supplemented or other otherwise
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modified from time to time,
the "Transfer and Servicing Agreement"), by and
among the Transferor, the
Issuer, the Indenture Trustee, and Bon-Ton DSI, as
servicer.
C. The Performance
Guarantors executed a Performance Undertaking dated as
of
January 30, 2004 (as amended,
restated, supplemented or otherwise modified from
time to time, the
"Performance Undertaking") pursuant to which the
Performance
Guarantors guarantee the due
and punctual performance of (i) the Sellers'
obligations to the Transferor
under or in respect of the Receivables Purchase
Agreement and (ii) Bon-Ton
DSI's obligation under or in respect of the Transfer
and Servicing Agreement and
the Note Purchase Agreement.
D. The Transferor and the
Indenture Trustee are parties to that certain
Master Indenture dated as of
January 30, 2004 (as amended, restated,
supplemented or otherwise
modified from time to time, the "Master Indenture")
pursuant to which the Issuer
has agreed to pledge the Issuer Collateral to the
Indenture Trustee for the
benefit of the Noteholders.
E. The Transferor and the
Indenture Trustee are parties to that certain
Indenture Supplement dated as
of January 30, 2004 (as amended, restated,
supplemented or otherwise
modified from time to time, the "Indenture
Supplement") supplementing
the Master Indenture pursuant to which the Issuer
issued the Series 2004-1
Floating Rate Asset Backed Variable Funding Notes (the
"Class A Notes").
F. The Transferor,
Bon-Ton DSI, as Servicer, Falcon Asset Securitization
Corporation and Charta, LLC,
as Conduit Purchasers, JPMorgan Chase and CNAI, as
Managing Agents, JPMorgan
Chase and Citibank, N.A., as Committed Purchasers and
JPMorgan Chase, as Class A
Agent are parties to that certain Note Purchase
Agreement dated as of January
30, 2004 (as amended, restated, supplemented or
otherwise modified from time
to time, the "Note Purchase Agreement") pursuant to
which the "Purchasers"
thereunder agreed to acquire and fund the Class A Notes.
G. The Issuer and Bon-Ton
DSI are parties to that certain Administration
Agreement dated as of January
30, 2004 (as amended, restated, supplemented or
otherwise modified from time
to time, the "Administration Agreement") pursuant
to which Bon-Ton DSI agreed
to perform, as the "Administrator", certain of the
duties of the Issuer and the
Owner Trustee under certain Transaction Documents
and to provide such
additional services consistent with the terms of such
Transaction Documents as the
Issuer and the Owner Trustee may from time to time
request.
H. The parties hereto
desire to appoint (or consent to the appointment) of
Bon-Ton Operations as
"Servicer" and "Administrator" in replacement of Bon-Ton
DSI and to amend (or consent
to the amendment) of the Transfer and Servicing
Agreement, the Performance
Undertaking, the Note Purchase Agreement, the
Administration Agreement, the
Master Indenture and the Indenture Supplement
(collectively, the
"Applicable Agreements") to, among other things, reflect
such
appointment and
replacement.
NOW,
THEREFORE, in consideration of the premises set forth above,
and
other good and valuable
consideration, the receipt and sufficiency of which are
hereby acknowledged, the
parties hereto hereby agree as follows:
2
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SECTION 1.
Replacement of Servicer and Administrator; Other
Consents
Subject to the satisfaction
of the conditions precedents set forth in Section 3
below:
(a) Effective as of the date hereof, Bon-Ton DSI shall cease to
act
as Servicer and shall be
released from all the responsibilities, duties and
liabilities relating thereto
placed on the Servicer by the terms and provisions
of the Transfer and Servicing
Agreement or any other Transaction Document (other
than any such liabilities
arising or relating to the period prior to such date)
and Bon-Ton Operations is
appointed Servicer in its stead and Bon-Ton Operations
shall be the successor in all
respects to Bon-Ton DSI with respect to servicing
functions under the Transfer
and Servicing Agreement and each of the other
Transaction Documents and
shall be subject to all the responsibilities, duties
and liabilities relating
thereto placed on the Servicer by the terms and
provisions of the Transfer
and Servicing Agreement and the other Transaction
Documents, and all references
in under the Transfer and Servicing Agreement and
each of the other Transaction
Documents to the Servicer shall be deemed to refer
to Bon-Ton Operations in such
capacity.
(b) Effective as of the date hereof, Bon-Ton DSI shall cease to
act
as Administrator and shall be
released from all the responsibilities, duties and
liabilities relating thereto
placed on the Administrator by the terms and
provisions of the
Administration Agreement or any other Transaction
Document
(other than any such
liabilities arising or relating to the period prior to
such
date) and Bon-Ton Operations
is appo
