8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  August 28, 2015

THE BON-TON STORES, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania	0-19517	23-2835229
(State or Other Jurisdiction	(Commission File	(IRS Employer
of Incorporation)	Number)	Identification No.)

2801 E. Market Street, York, Pennsylvania 17402

(Address of Principal Executive Offices)

717-757-7660

(Registrant’s Telephone Number, including Area Code)

Not Applicable

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01Entry into a Material Definitive Agreement

Revolving Credit Agreement - Commitment Increase Letter Acknowledgment

On August 28, 2015, The Bon-Ton Department Stores, Inc., Carson Pirie Scott II, Inc., Bon-Ton Distribution, LLC, and McRIL, LLC, as borrowers, and The Bon-Ton Stores, Inc. and The Bon-Ton Giftco, LLC, as obligors, entered into a Commitment Increase Letter Acknowledgement (the “Letter Acknowledgment”) supplementing the Second Amended and Restated Loan and Security Agreement (the “Loan Agreement”), with Bank of America, N.A., as Agent, and certain financial institutions as lenders, dated March 21, 2011.

Pursuant to the terms of the Letter Acknowledgment, the Tranche A revolving commitments under the Loan Agreement were increased from $575.0 million to $650.0 million. This brings total revolving commitments under the Loan Agreement to $750.0 million.

The foregoing description of the Letter Acknowledgment is qualified in its entirety by reference to the Letter Acknowledgment, a copy of which is included as Exhibit 10.1 hereto and incorporated herein by reference.

Item 9.01Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number	Description of Exhibit
10.1	Commitment Increase Letter Acknowledgment dated August 28, 2015

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	The Bon-Ton Stores, Inc.
	By:	/s/ Michael W. Webb
		Michael W. Webb
		Senior Vice President—Chief Accounting Officer
Dated: September 2, 2015

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EX-10.1

Exhibit 10.1

August 28, 2015

Bank of America, N.A.,

as Agent

100 Federal Street

Boston, Massachusetts 02110

Re: Commitment Increase Acknowledgment

Ladies and Gentlemen:

Reference is hereby made to that certain Second Amended and Restated Loan Agreement, dated as of March 21, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), among The Bon-Ton Department Stores, Inc., a Pennsylvania corporation (“Bon-Ton”), Carson Pirie Scott II, Inc., a Florida corporation (“CPS II”), Bon-Ton Distribution, LLC, an Illinois limited liability company (“Distribution”), McRIL, LLC, a Virginia limited liability company (“McRIL” and, together with Bon-Ton, CPS II, Distribution and any other person from time to time a borrower thereunder, collectively, the “Borrowers”), each of the other Obligors party thereto, the financial institutions party thereto from time to time as lenders (collectively, the “Lenders”), Bank of America, N.A., a national banking association (“Bank of America”), as administrative agent for the Lenders (in such capacity, the “Agent”), Bank of America and General Electric Capital Corporation (“GE Capital”), acting as co-collateral agents (in such capacity, the “Co-Collateral Agents”), and the other parties thereto.  Any capitalized term used herein and not defined shall have the meaning assigned to it in the Loan Agreement.

Pursuant to Section 2.4 of the Loan Agreement, the Borrower Agent has requested that the Tranche A Revolver Commitments be increased from $575,000,000 to $650,000,000 from and after the date hereof (the “Increase Effective Date”).

To facilitate such increase in the aggregate Tranche A Revolver Commitments, each of the undersigned hereby confirms that it has agreed to increase its Tranche A Revolver Commitment by the amount shown opposite its name on Exhibit A attached hereto from and after the Increase Effective Date.

Each of the Borrowers, the Guarantors, the undersigned and the Agent hereby acknowledge and agree that (a) each of the undersigned, in its capacity as an Increasing Lender, shall, from and after the Increase Effective Date, have a Tranche A Revolver Commitment under the Loan Agreement in the amount shown opposite its name on Exhibit B attached hereto, (b) as of the Increase Effective Date, after giving effect to the Tranche A Revolver Commitment of the Increasing Lender, the aggregate Tranche A Revolver Commitments shall be $650,000,000, (c) as of the Increase Effective Date, Schedule 1.1(a) (Commitments of Lenders) to the Loan Agreement shall be replaced by Schedule 1.1(a) (Commitments of Lenders) attached hereto as Exhibit B, and (d) the

Increase Effective Date shall be deemed to be the Increase Effective Date referred to in Section 2.4 of the Loan Agreement.

Each of the Borrowers and Guarantors hereby represent and warrant to each of the undersigned that, before and after giving effect to the increase contemplated hereunder, (a) the representations and warranties contained in Section 9 of the Loan Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of hereof, the representations and warranties contained in Section 9.1.8 of the Loan Agreement shall be deemed to refer to the most recent statements furnished to Agent under the Loan Agreement, and (b) no Default or Event of Default has occurred and is continuing.

As a condition to the effectiveness of the transactions contemplated under this letter agreement, the Borrowers shall deliver to the Agent, each of the officer’s certificates required pursuant to Section 2.4.2 of the Loan Agreement.

Upon the request of any Increasing Lender, the Borrowers shall issue an amended and restated Tranche A Revolver Note payable to the order of such Increasing Lender in a principal amount equal to the amount of its new Tranche A Revolver Commitment.

This letter agreement shall be considered a Loan Document under the Loan Agreement.

This letter agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.  This letter agreement may be executed in any number of counterparts, which together shall constitute one instrument.  Delivery of an executed counterpart of a signature page of this letter agreement by facsimile or electronic transmission (including .pdf file) shall be effective as delivery of a manually executed counterpart of this letter agreement.  This letter agreement shall be governed by, and construed in accordance with, the law of the State of New York.

[Remainder of Page Left Intentionally Blank]

Very truly yours,
INCREASING LENDERS:
BANK OF AMERICA, N.A.
By:	/s/Andrew Cerussi
Name:		Andrew Cerussi
Title:		Director
GE ASSET BASED MASTER NOTE LLC
By:	/s/Charles D. Chiodo
Name:			Charles D. Chiodo
Title:			Duly Authorized Signatory
WELLS FARGO BANK, NATIONAL ASSOCIATION
By:	/s/ Michael Stavrakos
Name:		Michael Stavrakos
Title:		Assistant Vice President
U.S. BANK NATIONAL ASSOCIATION
By:	/s/ Carol Anderson
Name:		Carol Anderson
Title:		Vice President
PNC BANK NATIONAL ASSOCIATION
By:	/s/ Brandon Schmoyer
Name:		Brandon Schmoyer
Title:		Officer

TD BANK, N.A.
By:	/s/ Stephen A. Caffrey
Name:		Stephen A. Caffrey
Title:		Vice President

Acknowledged and consented to as of the date first set forth above

BANK OF AMERICA, N.A.,
as Agent
By:		/s/ Andrew Cerussi
Name:			Andrew Cerussi
Title:			Director
Acknowledged and agreed to as of the date first set forth above
BORROWERS:
THE BON-TON DEPARTMENT STORES, INC.
By:		/s/ Timothy M. Strickler
Name:			Timothy M. Strickler
Title:			Senior Vice President — Corporate Controller & Treasurer
CARSON PIRIE SCOTT II, INC.
By:		/s/ Timothy M. Strickler
Name: Timothy M. Strickler
Title: Senior Vice President — Corporate Controller & Treasurer
BON-TON DISTRIBUTION, LLC
By:	/s/ Timothy M. Strickler
Name: Timothy M. Strickler
Title: Senior Vice President — Corporate Controller & Treasurer

MCRIL, LLC
By:	/s/ Timothy M. Strickler
Name:		Timothy M. Strickler
Title:		Senior Vice President — Corporate Controller & Treasurer
OTHER OBLIGORS:
THE BON-TON STORES, INC.
By:	/s/ Timothy M. Strickler
Name: Timothy M. Strickler
Title: Senior Vice President — Corporate Controller & Treasurer
THE BON-TON GIFTCO, LLC
By:	/s/ Timothy M. Strickler
Name: Timothy M. Strickler
Title: President and Treasurer

EXHIBIT A

COMMITMENT INCREASE AMOUNTS

Increasing Lender	Increase in Tranche A Revolver Commitment
Total	$	75,000,000.00

The allocation of Commitments has been determined by the Agent as of the Closing Date.

EXHIBIT B

Schedule 1.1(a)

Commitments of Lenders

Lenders	Tranche A Revolver Commitments		Tranche A-1 Revolver Commitments
Total	$	650,000,000.00	$	100,000,000.00

The allocation of Commitments has been determined by the Agent on the Closing Date.