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EXHIBIT 10.1
PAYOFF AND TERMINATION AGREEMENT
PAYOFF AND TERMINATION AGREEMENT (this "Agreement"), dated as of
July
8, 2005, among:
(1) BON-TON RECEIVABLES MASTER NOTE TRUST, a Delaware statutory
trust
(the
"Issuer");
(2) THE BON-TON RECEIVABLES PARTNERSHIP, L.P., a Pennsylvania
limited
partnership (the
"Transferor");
(3) THE BON-TON OPERATIONS, INC., a Pennsylvania corporation
("Bon-Ton
Operations"), as
servicer (in such capacity, the "Servicer") and as
administrator
(in such capacity, the "Administrator");
(4) THE BON-TON DEPARTMENT STORES, INC., a Pennsylvania
corporation
("Bon-Ton DSI")
and THE ELDER-BEERMAN STORES CORP., an Ohio corporation
("Elder-Beerman") (each a "Seller" and collectively, the
"Sellers")
(5) THE BON-TON STORES, INC., a Pennsylvania corporation
("Stores")
and THE BON-TON
CORP., a Delaware corporation ("Bon-Ton" and together with
the Transferor,
the Servicer, the Sellers and Stores, the "Bon-Ton
Parties");
(6) FALCON ASSET SECURITIZATION CORPORATION ("Falcon") and CHARTA,
LLC
("Charta") (each
a "Conduit Purchaser" and collectively, the "Conduit
Purchasers");
(7) JPMORGAN CHASE BANK, N.A. ("JPMorgan Chase") and CITIBANK,
N.A.
("Citibank")
(each a "Committed Purchaser" and collectively, the Committed
Purchasers");
(8) JPMORGAN CHASE and CITICORP NORTH AMERICA, INC. ("CNAI") (each
a
"Managing Agent"
and collectively, the "Managing Agents");
(9) JPMORGAN CHASE, as "Class A Agent" for the Purchasers (in
such
capacity the
"Class A Agent");
(10) WILMINGTON TRUST COMPANY, as owner trustee (in such capacity,
the
"Owner
Trustee"); and
(11) WACHOVIA BANK, N.A., as indenture trustee (in such capacity,
the
"Indenture
Trustee").
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PRELIMINARY STATEMENTS
(A) The Sellers and the Transferor are parties to a Receivables
Purchase Agreement, dated as of January 30,
2004 (as amended, restated, modified
and supplemented to the date hereof, the
"Receivables Purchase Agreement")
pursuant to which the Transferor agreed to
purchase from the Sellers, certain
Receivables and related property.
(B) The Transferor, the Servicer, the Indenture Trustee and the
Issuer
are parties to that certain Transfer and
Servicing Agreement dated as of January
30, 2004 (as amended, restated, modified
and supplemented to the date hereof,
the "Transfer and Servicing Agreement")
pursuant to which the Issuer has agreed
to purchase the Receivables and related
property from the Transferor.
(C) The Issuer and the Indenture Trustee are parties to that
certain
Master Indenture dated as of January 30,
2004 (as amended, restated, modified
and supplemented to the date hereof, the
"Indenture"). Capitalized terms used
herein but not defined herein shall have
the meanings given to such terms in the
Indenture, or, if not defined therein, in
the Transfer and Servicing Agreement,
the 2004-1 Supplement or the Note Purchase
Agreement.
(D) The Indenture has been supplemented by that certain Series
2004-1
Indenture Supplement dated as of January
30, 2004 (as amended, restated,
modified and supplemented to the date
hereof, the "2004-1 Supplement"), between
the Issuer and the Indenture Trustee.
(E) CNAI and JPMorgan Chase are the holders of the Class A
Series
2004-1 Floating Rate Asset Backed Variable
Funding Notes (each, a "2004-1 Note"
and collectively, the "2004-1 Notes"),
which Series 2004-1 Notes were issued
pursuant to the terms of the 2004-1
Supplement and that certain Note Purchase
Agreement (as amended, restated, modified
and supplemented to the date hereof,
the "Note Purchase Agreement") dated as of
January 30, 2004 among the
Transferor, the Servicer, the Conduit
Purchasers, the Committed Purchasers, the
Managing Agents and the Class A Agent.
(F) The 2004-1 Notes
are the only issued and outstanding Notes as of
the date hereof.
(G) The Transferor and the Owner Trustee are parties to that
certain
Trust Agreement dated as of January 30,
2004 (as amended, restated, modified and
supplemented to the date hereof, the "Trust
Agreement") pursuant to which the
Issuer issued the Transferor Certificate
and the Ownership Interest Certificate
to the Transferor.
(H) The Issuer and Bon-Ton Operations are parties to that
certain
Administration Agreement dated as of
January 30, 2004 (as amended, restated,
modified and supplemented to the date
hereof, the "Administration Agreement")
pursuant to which the Administrator agreed
to provide certain administrative
services to the Issuer and Owner
Trustee.
(I) Stores and Bon-Ton are parties to that certain Performance
Undertaking dated as of January 30, 2004
(as amended, restated, modified and
supplemented to the date hereof, the
"Performance Undertaking") pursuant to
which the Performance Guarantors
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guaranteed the due and punctual performance
of certain obligations of the
Sellers and Bon-Ton Operations.
(J) On the terms and subject to the conditions set forth herein,
the
Issuer and the Bon-Ton Parties desire to
terminate the Receivables Purchase
Agreement, the Transfer and Servicing
Agreement, the Indenture, the 2004-1
Supplement, the Note Purchase Agreement,
2004-1 Notes, the Trust Agreement, the
Administration Agreement, the Performance
Undertaking, the Fee Letters, the
Transferor Certificate, the Ownership
Interest Certificate, each of the other
Transaction Documents and all other
instruments, documents and agreements
executed in connection with the foregoing
(collectively, the "Master Note Trust
Documents") and, on the terms and subject
to the conditions herein, Falcon,
Charta, CNAI, Citibank, JPMorgan Chase, the
Owner Trustee and the Indenture
Trustee are agreeable to such
termination.
NOW THEREFORE, it is hereby agreed by and among the parties hereto
as
follows:
SECTION 1. Payout Amounts. Each of the Indenture Trustee, the
Owner
Trustee, CNAI, JPMorgan Chase, Charta and
Falcon hereby confirms that the
aggregate amount owed to it under the
Master Note Trust Documents, if paid on or
before July 8, 2005 (the "Payout Date") in
immediately available funds or in
such other manner as such Person may direct
in writing, will be the amount set
forth opposite such Person's name on
Exhibit I hereto (such amount being
hereinafter referred to as such Person's
"Payout Amount"). The Payoff Amount
shall be sent by the Issuer to the
Indenture Trustee, the Owner Trustee and each
Managing Agent (for the account of the
Purchasers in the related Purchase
Group), directly or through the Indenture
Trustee by wire or intrabank transfer
of immediately available funds directed as
set forth on Exhibit II hereto, or as
otherwise agreed betwe
