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EXHIBIT 10.28 (c)
AMENDMENT NO. 2 TO
AMENDED AND RESTATED TRANSITION SERVICES AGREEMENT
(SELLER AS SERVICE PROVIDER)
This AMENDMENT NO. 2 TO AMENDED AND RESTATED TRANSITION
SERVICES
AGREEMENT (SELLER AS SERVICE PROVIDER) (this "Amendment"), dated as
of December
20, 2006, is made by and between Saks Incorporated, a Tennessee
corporation
("Seller"), and The Bon-Ton Stores, Inc., a Pennsylvania
corporation ("Buyer").
RECITALS
WHEREAS, Seller and Buyer are parties to that certain Amended
and
Restated Transition Services Agreement (Seller as Service
Provider), dated as of
March 10, 2006 and effective as of March 5, 2006, as amended by
that certain
Amendment No. 1, dated as of June 5, 2006 (as amended, the
"Agreement"); and
WHEREAS, the parties desire to amend the Agreement to extend the
term
during which certain Services are provided by Seller or its
Affiliates to Buyer
and its Affiliates (with respect to the Business) and terminate or
reduce other
Services;
NOW, THEREFORE, the parties hereto agree as follows:
1. Termination of Procurement and Sign Making Service. Pursuant
to
Section 8 of the Agreement, Buyer hereby terminates the Procurement
and Sign
Making Service effective as of October 4, 2006. Buyer acknowledges
and agrees
that, pursuant to Section 7(d) of the Agreement, it shall remain
liable for (i)
the payment of fees and expenses accruing for the period prior to
termination
even though such fees may not become due until after termination
and (ii) 50% of
th
