EXHIBIT (b)(2)
GENERAL ELECTRIC CAPITAL CORPORATION
800 CONNECTICUT AVENUE, TWO NORTH
NORWALK, CONNECTICUT 06854
September 10, 2003
The Bon-Ton Stores, Inc.
2801 E. Market Street
P.O. Box 2801
York, PA 17405
Attn: James H. Baireuther
Re: Amendment to the Commitment Letter
Ladies and Gentlemen:
Reference is made to the Commitment Letter dated August 29, 2003 (the
"Commitment Letter") among General Electric Capital Corporation ("GE Capital"),
The Bon-Ton Stores, Inc., The Bon-Ton Department Stores, Inc. and The Bon-Ton
Stores of Lancaster, Inc. whereby GE Capital committed to provide the entire
amount of the Tender Facility, the Target Facility and the Permanent Facility,
in each case on the terms and conditions set forth therein and described in the
Tender Facility Term Sheet, the Target Facility Term Sheet and the Permanent
Facility Term Sheet, as the case may be, and in the Fee Letter dated August 29,
2003. Capitalized terms used herein and not otherwise defined herein shall have
the meaning ascribed to such terms in the Commitment Letter.
The parties have agreed (i) to amend the Commitment Letter (this "Amendment") to
increase the agreed upon maximum purchase price for the Shares of Elder-Beerman
from $7.00 per Share to $7.25 per Share and (ii) to amend the Fee Letter in
accordance with the terms of the separate amendment to the Fee Letter of even
date herewith (the "Amended Fee Letter").
This Amendment is provided to you on the condition that, except as required by
law, neither it, the Amended Fee Letter, nor their contents will be disclosed
publicly or privately except (i) to those individuals who are your directors,
officers, employees or advisors who have a need to know of them as a result of
their being specifically involved in the Transactions under consideration and
then only on the condition that such matters may not be further disclosed or
(ii) as may be compelled to be disclosed in a judicial or administrative
proceeding or as otherwise required by law; provided that upon your acceptance
of this Amendment and the Amended Fee Letter you may disclose this Amendment (or
the terms or substance hereof) but not the Amended Fee Letter (nor the terms or
substance thereof) (x) to Elder-Beerman and its directors, officers, employees
and advisors and (y) in any Schedule TO filed with the Securities Exchange
Commission and in any offer to purchase sent to the holders of the Shares.
Except as expressly amended hereby and by the Amended Fee Letter, all of the
terms and provisions of the Commitment Letter and the Fee Letter are and shall
remain in full force and effect and are hereby ratified and confirmed.
This Amendment shall be of no force and effect unless and until this Amendment
and the Amended Fee Letter are each executed and delivered to the undersigned at
GE Capital on or before 5:00 p.m. on September 11, 2003 at 800 Connecticut
Avenue, Two North Norwalk, CT 06854. This Amendment and the Amended Fee Letter
may be executed in any number of counterparts, each of which shall be an
original and all of which, when taken together, shall constitute one agreement.
Delivery of an executed signature page of this Amendment or the Amended Fee
Letter by facsimile transmission shall be effective as delivery of a manually
executed counterpart. This Amendment is governed by and shall be construed in
accordance with the laws of the State of New York applicable to contracts made
and performed in that state.
Sincerely,
GENERAL ELECTRIC CAPITAL
CORPORATION
By: /s/ Chris Chioslo
---------------------------------
Its Duly Authorized Signatory
AGREED AND ACCEPTED THIS
10th DAY OF September, 2003
THE BON-TON STORES, INC.
By: /s/James H. Baireuther
--------------------------
Its: Vice Chairman
THE BON-TON DEPARTMENT STORES, INC.
By: /s/ James H. Baireuther
--------------------------
Its: Vice Chairman
THE BON-TON STORES OF LANCASTER, INC.
By: /s/ James H. Baireuther
---------------------------
Its: Vice Chairman