BON TON STORES INC
AMENDED AND RESTATED RECEIVABLES PURCHASE AGRMT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>w53266ex10-1.txt
<DESCRIPTION>AMENDED AND RESTATED RECEIVABLES PURCHASE AGRMT
<TEXT>
<PAGE>   1
                                                                    EXHIBIT 10.1


                                                                  EXECUTION COPY

                                    AMENDMENT

                            Dated as of June 27, 2001

                                       to

               AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

                            Dated as of June 12, 1995


                           THIS AMENDMENT ("Amendment") dated as of June 27,
         2001 is entered into among THE BON-TON RECEIVABLES PARTNERSHIP, L.P.
         (the "Seller"), BTRGP, INC. ("BTRGP"), FALCON ASSET SECURITIZATION
         CORPORATION ("Falcon"), certain financial institutions (the
         "Investors"), and BANK ONE, NA (formerly known as The First National
         Bank of Chicago) ("Bank One"), as Agent ("Agent") and as a "Swap
         Counterparty."

                  PRELIMINARY STATEMENT. The Seller, BTRGP, Falcon, Bank One (as
the initial Investor thereunder), and the Agent have entered into an Amended and
Restated Receivables Purchase Agreement dated as of June 12, 1995 (as heretofore
amended, the "Agreement", the terms defined therein being used herein as therein
defined unless otherwise defined herein). Reference is also made to that certain
Intercreditor Agreement dated as of April 15th, 1997, among the Seller, the
Agent, The Bon-Ton Department Stores, Inc., General Electric Capital
Corporation, as "Administrative Agent" and The First National Bank of Boston, as
a "Collateral Agent". The parties hereto have agreed to amend the Agreement on
the terms and conditions herein set forth.

                  SECTION 1. Amendments to the Agreement. The parties hereto,
effective the date hereof and subject to the satisfaction of the conditions
precedent set forth in Section 2 hereof, agree as follows:

                  1.1 Bank One, NA, shall become a party to the Agreement in its
separate capacity as a Swap Counterparty.

                  1.2 Section 1.4 of the Agreement is hereby amended to add the
following immediately after paragraph (b):

                  (c) If any reduction of any Receivable Interest hereunder
affects a reduction in Capital, and if such reduction in Capital reduces
aggregate Capital below the aggregate "Notional Amounts" of the Interest Rate
Swap Agreements, then at the discretion of Bank One, NA, in its role as a Swap
Counterparty, or such other Swap Counterparty as may from time to time be party
to an Interest Rate Swap Agreement, any such Interest Rate Swap Agreement shall
be deemed terminated pursuant to Section 6 thereof, and any Interest Rate Swap
Obligations
<PAGE>   2
(including Breakage Fees), Swap Fees or any other amounts due under such
Interest Rate Swap Agreement shall immediately be due and owing; provided that,
at the discretion of such Swap Counterparty, the Seller may enter into a
replacement Interest Rate Swap Agreement allocated to such reduced Receivable
Interest with a "Notional Amount" less than or equal to such reduced Capital.

                  1.3 Section 1.9(c) of the Agreement is hereby amended to
delete in its entirety such Section and to substitute the following therefor:

                  (c) All amounts to be paid or deposited by any Person
hereunder shall be paid or deposited in accordance with the terms hereof no
later than 12:00 noon (Chicago time) on the day when due in immediately
available funds; if such amounts are payable to a Purchaser, they shall be paid
to the Agent, for the account of such Purchaser, at 1 Bank One Plaza, Chicago,
Illinois, 60670 until otherwise notified by the Agent. Upon notice to the
Seller, the Agent may debit the Facility Account or, solely in the case of
Interest Rate Swap Obligations owing to Bank One, NA, the Swap Cash Collateral
Account held in the name of Bank One, NA, as Swap Counterparty, for all amounts
then due and payable hereunder. In the case of Interest Rate Swap Obligations
owing to a Swap Counterparty other than Bank One, NA, upon notice to the Seller,
such Swap Counterparty is authorized to debit the Swap Cash Collateral Account
held by it for all amounts then due and payable under the Interest Rate Swap
Obligations owing to it. All computations of Discount and per annum fees
hereunder and under the Fee Letter shall be made on the basis of a year of 360
days for the actual number of days elapsed (including the first but excluding
the last day). All per annum fees shall be payable monthly in arrears on the
first day of each month. On each Interest Rate Swap Settlement Date, the
Collection Agent shall direct each Swap Counterparty to make all payments due
under each corresponding Interest Rate Swap Agreement directly to the Collection
Account. If any amount hereunder shall be payable on a day which is not a
Business Day, such amount shall be payable on the next succeeding Business Day.

                  1.4 Section 1.10 of the Agreement is hereby amended to delete
in its entirety such Section and to substitute the following therefor:

                  Section 1.10. Seller Interest. The Seller shall ensure that
the aggregate Receivable Interests of the Purchasers shall at no time exceed
100%. If on the Liquidation Day of a Receivable Interest, the aggregate
Receivable Interests of the Purchasers exceeds 100%, the Seller shall pay to the
Agent not later than the earlier of (i) the one Business Day following the
Seller having knowledge of the existence of any such excess, and (ii) the fifth
Business Day following the occurrence of the existence of any such excess, an
amount to be applied to reduce the Capital of the Receivable Interests, such
that after giving effect to such payment the aggregate Receivable Interest
equals or is less than 100%. Such amount shall be applied ratably to the
reduction of the Capital of the Receivable Interests. Any amounts received by
the Investors pursuant to the preceding sentence shall be applied ratably in
accordance with their Pro Rata Shares. The Seller hereby grants (i) to the Agent
for the ratable benefit of the Purchasers a security interest in all of its
interest in the Receivables, Related Security, Collections and proceeds thereof
to secure payment of the Aggregate Unpaids, including its indemnity obligations
under Article VIII and all other obligations owed hereunder to the Purchasers,
(ii) to the Agent on behalf of Bank One, NA, as a Swap Counterparty, a security
interest in all of its

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interest in the Swap Cash Collateral Account held by Bank One, NA, and all
proceeds thereof to secure the Interest Rate Swap Obligations owing to Bank One,
NA, as Swap Counterparty, and (iii) to each Swap Counterparty other than Bank
One, NA, a security interest in all of its interest in the Swap Cash Collateral
Account held by such Swap Counterparty and all proceeds thereof to secure the
Interest Rate Swap Obligations owing to such Swap Counterparty.

                  1.5 Section 1.11(b) of the Agreement is hereby amended to
delete in its entirety such Section and to substitute the following therefor:

                  (b) If the conveyance by the Seller to the Purchasers of
interests in Receivables hereunder shall be characterized as a secured loan and
not a sale, it is the intention of the parties hereto that this Agreement shall
constitute a security agreement under applicable law, and that the Seller shall
have granted to the Agent, for the ratable benefit of the Purchasers, a duly
perfected security interest in all of the Seller's right, title and interest in,
to and under the Receivables, the Collections, each Collection Account, each
Interest Rate Swap Agreement, all Related Security, all payments on or with
respect to such Receivables, all other rights relating to and payments made in
respect of the Receivables, and all proceeds of any thereof prior to all other
liens on and security interests therein, and after a Termination Event, the
Agent, the Purchasers, and each Swap Counterparty (with respect to the
corresponding Swap Cash Collateral Account) shall have, in addition to the
rights and remedies which they may have under this Agreement, all other rights
and remedies provided to a secured creditor after default under the UCC and
other applicable law, which rights and remedies shall be cumulative.

                  1.6 Article 2 of the Agreement is hereby amended to add the
following immediately after Section 2.6:

                  2.7. Swap Cash Collateral Account. Any amounts on deposit in a
Swap Cash Collateral Account in excess of the Required Minimum Balance related
to the applicable Interest Rate Swap Agreement shall be remitted to the Seller
by the Collateral Agent (if both the Collateral Agent and the Swap Counterparty
are Bank One, NA) or otherwise by such Swap Counterparty in each instance, upon
the Seller's request therefor. In addition, the Seller may from time to time
make deposits into the Swap Cash Collateral Accounts in the amount necessary to
maintain funds in such Swap Cash Collateral Accounts in an aggregate amount at
least equal to the applicable Required Minimum Balance for all Interest Rate
Swap Agreements at such time.

                  1.7 Section 3.1(h) of the Agreement is hereby amended to
delete in its entirety such Section and to substitute the following therefor:

                  (h) Good Title; Perfection. Immediately prior to each purchase
hereunder, the Seller shall be the legal and beneficial owner of the Receivables
and Related Security with respect thereto, free and clear of any Adverse Claim,
except as created by this Agreement and the documents entered into in connection
herewith. This Agreement is effective to (i) create a valid and perfected first
priority interest in each Swap Cash Collateral Account in favor of the
corresponding Swap Counterparty (or Collateral Agent on behalf thereof), and
(ii) is effective to, and shall, upon each purchase hereunder, transfer to the
relevant Purchaser or Purchasers (and such Purchaser or Purchasers shall acquire
from the Seller) a valid and perfected first priority


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undivided percentage ownership interest in each Receivable existing or hereafter
arising and in the Related Security and Collections with respect thereto, free
and clear of any Adverse Claim, in each case except as created by this Agreement
and the documents entered into in connection herewith.

                  1.8 Section 5.2(c) of the Agreement is hereby amended to
delete in its entirety such Section and to substitute the following therefor:

                  (c) Sales, Liens, Etc. Except as otherwise provided herein,
the Seller shall not sell, assign (by operation of law or otherwise) or
otherwise dispose of, or grant any option with respect to, or create or suffer
to exist any Adverse Claim upon (including, without limitation, the filing of
any financing statement) or with respect to, any Receivable or Related Security
or Collections in respect thereof, or upon or with respect to any Contract under
which any Receivable arises, or any Collection Account or assign any right to
receive income in respect thereof, or any Swap Cash Collateral Account, and the
Seller shall defend the right, title and interest of the Purchasers in, to and
under any of the foregoing property, against all claims of third parties
claiming through or under the Seller or the Originator.

                  1.9 Section 5.2(g) of the Agreement is hereby amended to
delete in its entirety such Section and to substitute the following therefor:

                  (g) Other Agreements. The Seller shall not enter into or be a
party to any agreement or instrument other than this Agreement, the Transfer
Agreement, the "Revolving Note" (as defined in the Transfer Agreement), and the
Interest Rate Swap Agreements and other than to incur ordinary operating
expenses in the conduct of, or in order to qualify to do business for purposes
of, its limited business affairs as expressly contemplated in Section 5.1(k).

                  1.10 Section 5.2(i) of the Agreement is hereby amended to
delete in its entirety such Section and to substitute the following therefor:

                  (i) Indebtedness. The Seller shall not create, incur,
guarantee, assume or suffer to exist any indebtedness or other liabilities,
whether direct or contingent, other than (i) as a result of the endorsement of
negotiable instruments for deposit or collection or similar transactions in the
ordinary course of business, (ii) the incurrence of obligations under this
Agreement or the Transfer Agreement between the Seller and the Originator to
make payment for the purchase of Receivables under such Transfer Agreement,
(iii) the incurrence of operating expenses in the ordinary course of business of
the type otherwise contemplated in this Agreement, and (iv) the Interest Rate
Swap Agreements.

                  1.11 Section 9.1 of the Agreement is hereby amended to delete
in its entirety such Section and to substitute the following therefor:

                  Section 9.1. Authorization and Action. Each Purchaser hereby
designates and appoints Bank One, NA to act as its agent hereunder and under
each other Transaction Document, and authorizes the Agent to take such actions
as agent on its behalf and to exercise such powers as are delegated to the Agent
by the terms of this Agreement and the other Transaction Documents together with
such powers as are reasonably incidental thereto. The Agent shall not have any
duties or responsibilities, except those expressly set forth herein or in


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<PAGE>   5
any other Transaction Document, or any fiduciary relationship with any
Purchaser, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities on the part of the Agent shall be read into this
Agreement or any other Transaction Document or otherwise exist for the Agent. In
performing its functions and duties hereunder and under the other Transaction
Documents, the Agent shall act solely as agent for the Purchasers and does not
assume nor shall be deemed to have assumed any obligation or relationship of
trust or agency with or for the Seller, or any of its successors or assigns, or
any Swap Counterparty, or any of its successors or assigns. The Agent shall not
be required to take any action which exposes the Agent to personal liability or
which is contrary to this Agreement, any other Transaction Document or
applicable law. The appointment and authority of the Agent hereunder shall
terminate upon the indefeasible payment in full of all Aggregate Unpaids and all
Interest Rate Swap Obligations owing to Bank One, NA, as Swap Counterparty. Each
Purchaser hereby authorizes the Agent to execute each of the Uniform Commercial
Code financing statements on behalf of such Purchaser (the terms of which shall
be binding on such Purchaser).

                  1.12 Section 11.1(a) of the Agreement is hereby amended to
delete in its entirety such Section and to substitute the following therefor:

                  (a) No failure or delay on the part of the Agent, any
Purchaser, any Swap Counterparty, or the Seller in exercising any power, right
or remedy under this Agreement shall operate as a waiver thereof, nor shall any
single or partial exercise of any such power, right or remedy preclude any other
further exercise thereof or the exercise of any other power, right or remedy.
The rights and remedies herein provided shall be cumulative and nonexclusive of
any rights or remedies provided by law. Any waiver of this Agreement shall be
effective only in the specific instance and for the specific purpose for which
given.

                  1.13 Section 11.1(b) of the Agreement is hereby amended to
delete in its entirety such Section and to substitute the following therefor:

                  (b) No provision of this Agreement may be amended,
supplemented, modified or waived except in writing in accordance with the
provisions of this Section 11.1(b). Falcon, the Seller and the Agent, at the
direction of the Required Investors, may enter into written modifications or
waivers of any provisions of this Agreement, provided, however, that no such
modification or waiver shall:

                  (i) without the consent of each affected Purchaser, (A) extend
         the Liquidity Termination Date or the date of any payment or deposit of
         Collections by the Seller or the Collection Agent, (B) reduce the rate
         or extend the time of payment of Discount (or any component thereof),
         (C) reduce any fee payable to the Agent for the benefit of the
         Purchasers, (D) except pursuant to Article X hereof, change the amount
         of the Capital of any Purchaser, an Investor's Pro Rata Share or an
         Investor's Commitment, (E) amend, modify or waive any provision of the
         definition of Required Investors or this Section 11.1(b), (F) consent
         to or permit the assignment or transfer by the Seller of any of its
         rights and obligations under this Agreement, (G) change the definition
         of "Eligible Receivable," "Loss Reserve," or "Loss Percentage," or (H)
         amend or modify any defined term (or any defined term used directly or
         indirectly in such defined term) used in clauses


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<PAGE>   6
         (A) through (G) above in a manner which would circumvent the intention
         of the restrictions set forth in such clauses; or

                  (ii) without the written consent of the then Agent, amend,
         modify or waive any provision of this Agreement if the effect thereof
         is to affect the rights or duties of such Agent; or

                  (iii) without the written consent of a Swap Counterparty,
         amend, modify or waive any provision of this Agreement if the effect
         thereof is to adversely affect the rights or duties of such Swap
         Counterparty; or

                  (iv) without the written consent of GP, Inc., amend or modify
         any provision set forth in Section 1.12, 5.3, or 5.5.

Notwithstanding the foregoing, (i) without the consent of the Investors or any
Swap Counterparty, the Agent may, with the consent of the Seller, amend this
Agreement solely to add additional Persons as Investors hereunder and (ii)
without the consent of the Seller, the Agent, the Required Investors, any Swap
Counterparty and Falcon may enter into amendments to modify any of the terms or
provisions of Article II, Article IX (other than Section 9.8 therein), Article
X, Section 11.13 or any other provision of this Agreement, provided that such
amendment has no negative impact upon TBTR Corp., TBTR Partnership or GP, Inc.
Any modification or waiver made in accordance with this Section 11.1 shall apply
to each of the Purchasers equally and shall be binding upon each party hereto.

                  1.14 Section 11.4(a) of the Agreement is hereby amended to
delete in its entirety such Section and to substitute the following therefor:

                  (a) The Seller agrees that from time to time, at its expense,
it will promptly execute and deliver all instruments and documents, and take all
actions, that may be necessary, or that the Agent may reasonably request, to
perfect, protect or more fully evidence the Receivable Interests, or to enable
the Agent, the Purchasers, or any Swap Counterparty to exercise and enforce
their rights and remedies hereunder in respect of the Receivables, the Related
Security and the Collections. The Agent may, or the Agent may direct the Seller
to, notify the Obligors of Receivables, at any time and at the Seller's expense,
of the ownership interests of the Purchasers under this Agreement and may also
direct that payments of all amounts due or that become due under any or all
Receivables be made directly to the Agent or its designee. The Seller shall, at
any Purchaser's request, withhold the identity of such Purchaser in any such
notification.

                  1.15 Section 11.6 of the Agreement is hereby amended to delete
in its entirety such Section and to substitute the following therefor:

                  Section 11.6. Bankruptcy Petition. TBTR Corp., TBTR
Partnership, GP, Inc., the Agent, each Swap Counterparty and each Investor
hereby covenants and agrees that, prior to the date which is one year and one
day after the payment in full of all outstanding senior Indebtedness of Falcon,
it will not institute against, or join any other Person in instituting against,
Falcon any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings or other similar proceeding under the laws of the United States or
any state of the United States.



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<PAGE>   7
                  1.16 Section 11.7 of the Agreement is hereby amended to delete
in its entirety such Section and to substitute the following therefor:

                  Section 11.7. Limitation of Liability. Except with respect to
any claim arising out of the willful misconduct, gross negligence or bad faith
of Falcon, the Agent, any Swap Counterparty or any Investor, no claim may be
made by the Seller, the Collection Agent or any other Person against Falcon, the
Agent, any Swap Counterparty or any Investor or their respective Affiliates,
directors, officers, employees, attorneys or agents for any special, indirect,
consequential or punitive damages in respect of any claim for breach of contract
or any other theory of liability arising out of or related to the transactions
contemplated by this Agreement, or any act, omission or event occurring in
connection therewith; and the Seller hereby waives, releases, and agrees not to
sue upon any claim for any such damages, whether or not accrued and whether or
not known or suspected to exist in its favor.

                  1.17 Section 11.10 of the Agreement is hereby amended to
delete in its entirety such Section and to substitute the following therefor:

                  SECTION 11.10. WAIVER OF JURY TRIAL. THE AGENT, TBTR CORP.,
TBTR PARTNERSHIP, GP, INC., EACH SWAP COUNTERPARTY AND EACH PURCHASER HEREBY
WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY
WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, ANY DOCUMENT
EXECUTED BY TBTR CORP., TBTR PARTNERSHIP OR GP, INC. PURSUANT TO THIS AGREEMENT
OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER.

                  1.18 Section 11.11(a) of the Agreement is hereby amended to
delete in its entirety such Section and to substitute the following therefor:

                  (a) This Agreement, the Collection Notices, the Fee Letter,
and each Interest Rate Swap Agreement contain the final and complete integration
of all prior expressions by the parties hereto with respect to the subject
matter hereof and shall constitute the entire agreement among the parties hereto
with respect to the subject matter hereof superseding all prior oral or written
understandings.

                  1.19 Exhibit I to the Agreement is hereby amended to add the
following new definitions thereto:

                  " `Aggregate Independent Amount' " means the sum of the
Independent Amounts for all outstanding "Transactions" (as such term is defined
in the Interest Rate Swap Agreement).

                  " `Breakage Fees' " means any amounts payable by the Seller
pursuant to Section 6(e) of each Interest Rate Swap Agreement.

                  " `Collateral Agent' " means Bank One, NA, in its capacity as
depositary of a Swap Cash Collateral Account for the benefit of Bank One, NA, as
a Swap Counterparty.



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                  " `Exposure' " means for any Business Day the amount, if any,
that the relevant Swap Counterparty determines would be payable to it by the
Seller (expressed as a positive number) or by it to the Seller (expressed as a
negative number) pursuant to Section 6(e)(ii)(2)(A) of the relevant Interest
Rate Swap Agreement as if all "Transactions" thereunder had been terminated as
of close of business, New York City time, on the preceding Business Day;
provided that "Market Quotation" for all Interest Rate Swap Agreements will be
determined by such Swap Counterparty using its estimates at mid-market of the
amounts that would be paid for "Replacement Transactions" (each term within
quotes having the meaning given to it in the Interest Rate Swap Agreement).

                  " `Independent Amount' " means the amount specified as such in
the "Confirmation" for each "Transaction" (as such terms are defined in the
Interest Rate Swap Agreement.

                  " `Interest Rate Swap Agreement' " means any ISDA Master
Agreement (including all "Schedules" and "Confirmations" constituting a part
thereof) between the entity acting as Swap Counterparty and the Seller under
which the transactions governed thereby provide for either (i) the Seller to
make fixed rate payments to such Swap Counterparty and for such Swap
Counterparty to make floating rate payments to the Seller, or (ii) such Swap
Counterparty to make fixed rate payments to the Seller and for the Seller to
make floating rate payments to such Swap Counterparty.

                  " `Interest Rate Swap Obligations' " means all amounts owing
by the Seller under an Interest Rate Swap Agreement, including without
limitation the net amount owing by the Seller under such Interest Rate Swap
Agreement on an Interest Rate Swap Settlement Date, and Breakage Fees.

                  " `Interest Rate Swap Settlement Date' " means the first
Business Day of each calendar month.

                  " `Required Minimum Balance' " means, for each Interest Rate
Swap Agreement and for the related Swap Cash Collateral Account, as of any date
of determination, the amount equal to the sum of the Exposure plus the Aggregate
Independent Amount; provided that if the Required Minimum Balance is a negative
number, it shall be deemed to be zero.

                  " `Swap Cash Collateral Account' " means (i) with respect to
Bank One, NA, as a Swap Counterparty, a deposit account held at Bank One, NA, in
the name of the Collateral Agent, identified by account number 1590308, which
deposit account secures the Interest Rate Swap Obligations owing to Bank One,
NA, as Swap Counterparty, and (ii) with respect to each Swap Counterparty other
than Bank One, NA, each deposit account held at such other bank as is acting as
Swap Counterparty, in the name of such Swap Counterparty, which deposit account
secures Interest Rate Swap Obligations owing to such Swap Counterparty.

                  " `Swap Counterparty' " means (i) Bank One, NA, or its
successors or assigns, in its role as swap counterparty under any Interest Rate
Swap Agreement, or (ii) any other financial institution from time to time party
to an Interest Rate Swap Agreement with the Seller as swap counterparty, or such
institution's successors or assigns, provided that (a) such institution is rated


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at least A-1 by Standard & Poors and P-1 by Moody's, and which swap
counterparty, together with the related Interest Rate Swap Agreement, has been
approved by the Agent, in its sole discretion, and (b) such swap counterparty
has executed an assumption agreement in form and substance acceptable to the
Agent, pursuant to which such swap counterparty becomes a party to this
Agreement as a "Swap Counterparty."

                  1.20 Exhibit I of the Agreement is hereby amended to delete in
its entirety the definition of "Related Security" and to substitute the
following therefor:

                  "Related Security" means, with respect to any Receivable:

                  (i) all of the Seller's interest in the inventory and goods
         (including returned or repossessed inventory and goods), if any, the
         sale or lease of which gave rise to such Receivable, and all insurance
         contracts with respect thereto,

                  (ii) all other security interests or liens and property
         subject thereto from time to time, if any, purporting to secure payment
         of such Receivable, whether pursuant to the Contract related to such
         Receivable or otherwise, together with all financing statements signed
         by an Obligor describing any collateral securing such Receivable,

                  (iii) all guaranties, insurance and other agreements or
         arrangements of whatever character from time to time supporting or
         securing payment of such Receivable whether pursuant to the Contract
         related to such Receivable or otherwise,

                  (iv) all of the Seller's right, title and interest in, to and
         under the Transfer Agreement,

                  (v) all service contracts and other contracts and agreements
         associated with such Receivables,

                  (vi) all Records related to such Receivables,

                  (vii) all of the Seller's rights and interests under each of
         the Interest Rate Swap Agreements, and

                  (viii) all proceeds of any of the foregoing.



                  SECTION 2. Conditions Precedent and Consent. This Amendment
shall become effective upon receipt by the Agent of (i) counterparts of this
Amendment executed by each of the Seller, BTRGP, Falcon, Bank One and each of
the Investors or, as to any Investor, advice satisfactory to the Agent that such
Investor has executed this Amendment and (ii) a secretary's certificate of BTRGP
certifying (a) the constitutional documents of each of BTRGP and the Seller,
each as amended to permit the Seller to execute this Amendment and enter into
the Interest Rate Swap Agreement with Bank One, NA, as Swap Counterparty (to
which Amendment the Agent, BTRGP, and each Investor hereby consent), (b) a
resolution of the Board of Directors of BTRGP, authorizing (i) both the Seller
and BTRGP to execute this Amendment,


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(ii) the Seller to enter into the Interest Rate Swap Agreement with Bank One,
NA, as Swap Counterparty, and (iii) certain officers to execute this Amendment
and the Interest Rate Swap Agreement with Bank One, NA, as Swap Counterparty,
and (c) evidence of the incumbency and authority of the signatory of the
Amendment and the Interest Rate Swap Agreement with Bank One, NA, as Swap
Counterparty.

                  SECTION 3. Covenants, Representations and Warranties of the
Seller and BTRGP.

                  3.1 Upon the effectiveness of this Amendment, each of the
Seller and BTRGP hereby reaffirms all covenants made by such party in the
Agreement as amended hereby and agrees that all such covenants shall be deemed
to have been re-made as of the effective date of this Amendment, and represents
that all representations and warranties made by Seller and BTRGP in the
Agreement are true and correct in all material respects as of the date hereof.

                  3.2 Each of the Seller and BTRGP hereby represents and
warrants that (i) this Amendment constitutes a legal, valid and binding
obligation of such party, enforceable against such party in accordance with its
terms, except as such enforcement may be limited by applicable bankruptcy,
insolvency, reorganization or other similar laws relating to or limiting
creditors rights generally, and (ii) before and after giving effect to this
Amendment, no Termination Event or Potential Termination Event shall have
occurred and then be continuing.

                  SECTION 4. Reference to and Effect on the Agreement.

                  4.1 Upon the effectiveness of this Amendment, each reference
in the Agreement to "this Agreement", "hereunder", "hereof", "herein" or words
of like import shall mean and be a reference to the Agreement, as amended
hereby, and each reference to the Agreement in any other document, instrument or
agreement executed and/or delivered in connection with the Agreement shall mean
and be a reference to the Agreement as amended hereby.

                  4.2 Except as specifically amended above, the Agreement and
all other documents, instruments and agreements executed and/or delivered in
connection therewith shall remain in full force and effect and are hereby
ratified and confirmed.

                  4.3 The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy of any
Investor or the Agent under the Agreement or any other document, instrument or
agreement executed in connection therewith, nor constitute a waiver of any
provision contained therein, except as specifically set forth herein.

                  SECTION 5. Execution in Counterparts. This Amendment may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute but
one and the same instrument.

                  SECTION 6. Governing Law. This Amendment shall be governed by
and construed in accordance with the internal laws (and not the law of
conflicts) of the State of Illinois.



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                  SECTION 7. Headings. Section headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose.








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<PAGE>   12
                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized
as of the date first above written.


                                          THE BON-TON RECEIVABLES
                                              PARTNERSHIP, L.P.


                                          By:   BTRGP, INC.
                                                Its General Partner


                                                By:  /s/ Todd Dissinger
                                                Title: Treasurer

                                          BTRGP, INC.



                                          By:  /s/ Todd Dissinger
                                          Title: Treasurer



                                          FALCON ASSET SECURITIZATION
                                              CORPORATION


                                          By:  /s/ Andrew Leszczynski
                                                   Authorized Signor


                                          BANK ONE, NA (formerly known as First
                                          National Bank of Chicago), as an
                                          Investor, as Agent, and as
                                          a Swap Counterparty


                                          By:  /s/ Andrew Leszczynski
                                                   Authorized Signor



                                       12
<PAGE>   13
                                          PNC BANK, NATIONAL ASSOCIATION,
                                          as an Investor



                                          By:   /s/ Eric G. Erickson
                                          Title:  Vice President











                                       13

</TEXT>
</DOCUMENT>
