10. LONG-TERM DEBT

Long-term debt consisted of the following:

	February 2, 2013			January 28, 2012

Senior secured credit facility—expires on the earlier of (a) March 21, 2016 and (b) the date that is 60 days prior to the earlier of the maturity date of the senior notes and the mortgage loan facility; interest payable periodically at varying rates (2.93% weighted average for 2012)	$	154,335		$	119,435
Senior notes—mature on March 15, 2014; interest payable each March 15 and September 15 at 10.25%		133,983			464,000
Second lien senior secured notes—mature on July 15, 2017; interest payable each March 15 and September 15 at 10.625%		329,998			—
Mortgage loan facility—principal payable in varying monthly installments, with balance due April 1, 2016; interest payable monthly at 6.21%; secured by land and buildings		225,020			231,581
Mortgage notes payable—principal payable in varying monthly installments through June 2016; interest payable monthly at 9.62%; secured by land and buildings		1,414			7,321

Total debt	$	844,750		$	822,337
Less: current maturities		(75,886	)		(8,066	)

Long-term debt	$	768,864		$	814,271

On March 21, 2011, The Bon-Ton Department Stores, Inc.; The Elder-Beerman Stores Corp.; Carson Pirie Scott II, Inc.; Bon-Ton Distribution, Inc.; and McRIL, LLC, as borrowers (the "Borrowers"), and the Company and certain other subsidiaries as obligors (together with the Borrowers and the Company, the "Obligors") entered into the Second Amended Revolving Credit Facility with Bank of America, N.A., as Agent, and certain financial institutions as lenders that amends and restates the Company's prior $675,000 revolving credit facility, which was entered into on December 4, 2009 and scheduled to mature on June 4, 2013 (the "2009 Revolving Credit Facility"). The Second Amended Revolving Credit Facility initially provided for a revolving credit facility of $625,000 that expires on the earlier of (a) March 21, 2016 and (b) the date that is 60 days prior to the earlier of the maturity date of the Company's 10¹/4% Senior Notes due 2014 (the "Old Notes") and the mortgage loan facility. Unamortized deferred financing fees of $1,271 related to the 2009 Revolving Credit Facility were accelerated on the date of the agreement and recognized in loss on exchange/extinguishment of debt.

On October 25, 2012, the Obligors entered into a First Amendment (the "First Amendment") to the Second Amended Revolving Credit Facility, which (1) increased the Tranche A-1 revolving commitment (one of two borrowing tranches that comprise the Second Amended Revolving Credit Facility) from $50,000 to $100,000 (resulting in an increased borrowing limit totaling $675,000), (2) increased the margins applicable to borrowings under the Tranche A-1 revolving commitments, and (3) made certain other changes to the borrowing base calculations under the Second Amended Revolving Credit Facility. Unamortized deferred financing fees of $202 associated with the Second Amended Revolving Credit Facility were accelerated upon entry into the First Amendment and were recognized in loss on exchange/extinguishment of debt.

All borrowings under the Second Amended Revolving Credit Facility are limited by amounts available pursuant to a borrowing base calculation, which is based on percentages of eligible inventory, real estate and credit card receivables, in each case subject to reductions for applicable reserves. Under the terms of the Second Amended Revolving Credit Facility, the Borrowers are jointly and severally liable for all of the obligations incurred under the Second Amended Revolving Credit Facility and the other loan documents, which obligations are guaranteed on a joint and several basis by the Company, the other Obligors and all future domestic subsidiaries of the Obligors (subject to certain exceptions).

Commitments for loans under the Second Amended Revolving Credit Facility are in two tranches: Tranche A revolving commitments of $575,000 (which includes a $150,000 sub-line for letters of credit and $75,000 for swing line loans) and Tranche A-1 revolving commitments of $100,000. The Second Amended Revolving Credit Facility provides that the Borrowers may make requests to increase the Tranche A revolving commitments up to $800,000 in the aggregate upon the satisfaction of certain conditions, provided that the lenders are under no obligation to provide any such increases.

Borrowings under the Second Amended Revolving Credit Facility bear interest at either (1) Adjusted LIBOR (based on the British Bankers Association per annum LIBOR Rate for an interest period selected by the Borrowers) plus an applicable margin or (2) a base rate (based on the highest of (a) the Federal Funds Rate plus 0.5%, (b) the Bank of America prime rate, and (c) Adjusted LIBOR based on an interest period of one month plus 1.0%) plus the applicable margin. The applicable margin is based upon the excess availability under the Second Amended Revolving Credit Facility. The Borrowers are required to pay an unused line fee to the lenders for unused commitments at a rate of 0.375% to 0.50% per annum, based upon the unused portion of the total commitment under the Second Amended Revolving Credit Facility.

The Second Amended Revolving Credit Facility is secured by a first priority security position on substantially all of the current and future assets of the Borrowers and the other Obligors, including, but not limited to, inventory, general intangibles, trademarks, equipment, certain real estate and proceeds from any of the foregoing, subject to certain exceptions and permitted liens.

The financial covenant contained in the Second Amended Revolving Credit Facility requires that the minimum excess availability be an amount greater than or equal to the greater of (1) 10% of the lesser of: (a) the aggregate commitments at such time and (b) the aggregate borrowing base at such time and (2) $50,000. The affirmative covenants include requirements that the Obligors and their subsidiaries provide the lenders with certain financial statements, forecasts and other reports, borrowing base certificates and notices; comply with various federal, state and local rules and regulations, their organizational documents and their material contracts; maintain their properties; and take certain actions with respect to any future subsidiaries. In addition, there are certain limitations on the Obligors and their subsidiaries, including limitations on any debt the Obligors may have in addition to the existing debt, and the terms of that debt; acquisitions, joint ventures and investments; mergers and consolidations; dispositions of property; dividends by the Obligors or their subsidiaries (dividends paid may not exceed $10,000 in any year or $30,000 during the term of the agreement; however, additional dividends may be paid subject to meeting other requirements); transactions with affiliates; changes in the business or corporate structure of the Obligors or their subsidiaries; prepaying, redeeming or repurchasing certain debt; changes in accounting policies or reporting practices, unless required by generally accepted accounting principles; and speculative transactions. The Second Amended Revolving Credit Facility also provides that it is a condition precedent to borrowing that no event has occurred that could reasonably be expected to have a material adverse effect, as defined in the agreement, on the Company. If the Company fails to comply with the financial covenant or the other restrictions contained in the Second Amended Revolving Credit Facility, mortgage loan facility or the indentures that govern the senior notes, an event of default would occur. An event of default could result in the acceleration of the Company's debt due to the cross-default provisions within the debt agreements. The borrowing base calculation under the Second Amended Revolving Credit Facility contains an inventory advance rate subject to periodic review at the lenders' discretion.

As of February 2, 2013, the Company had borrowings of $154,335 under the Second Amended Revolving Credit Facility, with $517,612 of borrowing availability (before taking into account the minimum borrowing availability covenant under this facility) and letter-of-credit commitments of $3,053.

On November 18, 2009, The Bon-Ton Department Stores, Inc. and The Elder-Beerman Stores Corp. as Borrowers, and the Company and certain other subsidiaries as Obligors entered into a Second Lien Loan and Security Agreement with Sankaty Advisors, LLC; GB Merchant Partners, LLC and GA Capital, LLC as Agents that provided for $75,000 of term loans expiring November 18, 2013 (the "Term Loan Facility"). The Term Loan Facility principal balance was voluntarily paid in full on January 31, 2011. As a result of such prepayment, the Company paid an early termination fee of $3,750 (5% of the principal amount repaid) and $14 in legal fees simultaneously with the prepayment of the outstanding indebtedness. In addition, $4,415 of unamortized deferred financing fees related to the facility was accelerated on the date of the termination. Fees paid and deferred financing fees accelerated were recognized in loss on exchange/extinguishment of debt.

On March 6, 2006, The Bon-Ton Department Stores, Inc. (the "Issuer") entered into an indenture (the "Indenture") with The Bank of New York, as trustee, under which the Issuer issued $510,000 aggregate principal amount of its Old Notes. The Old Notes are guaranteed on a senior unsecured basis by the Parent and by each of its subsidiaries that is an Obligor under the Second Amended Revolving Credit Facility. The Old Notes mature on March 15, 2014. The interest rate of the Old Notes is fixed at 10¹/4% per year. Interest on the Old Notes is payable on March 15 and September 15 of each year, beginning on September 15, 2006. The Indenture includes covenants that limit the ability of the Company and its restricted subsidiaries to, among other things, incur additional debt, declare and pay dividends (not to exceed $0.24 per share in any year or $40,000 during the term of the indenture) and make distributions, make certain investments, enter into certain types of transactions with affiliates, use assets as security in other transactions, and sell certain assets or merge with or into other companies. In the fourth quarter of 2011, the Company repurchased, in open market transactions, $46,000 (principal amount) of the Old Notes. As a result of such transactions, the Company realized a gain of $18,685. In addition, $506 of unamortized deferred financing fees related to the Old Notes was accelerated on the transaction dates. The gain on repurchase, partially offset by the accelerated deferred financing fees, was recognized in gain on exchange/extinguishment of debt.

On June 4, 2012, the Issuer commenced an offer to certain eligible note holders to exchange its outstanding Old Notes for newly issued 10⁵/8% Second Lien Senior Secured Notes due 2017 (the "New Notes") upon the terms and conditions set forth in the Confidential Offering Memorandum and Consent Solicitation Statement dated June 4, 2012 (the "Exchange Offer"). The Exchange Offer expired on July 3, 2012, with the Issuer receiving tenders with consents from holders of $330,017 principal amount of Old Notes, representing approximately 71% of the outstanding Old Notes. Upon the July 9, 2012 settlement, $329,998 principal amount of New Notes was issued. The New Notes are guaranteed by the Parent and by each of its subsidiaries, other than the Issuer, that is an Obligor under the Company's Second Amended Revolving Credit Facility. The New Notes are secured by a second-priority lien on collateral owned by the Issuer and each of the guarantors consisting of substantially all of the Issuer's and guarantors' tangible and intangible assets securing the Second Amended Revolving Credit Facility, except for capital stock of the Issuer and certain of the Issuer's subsidiaries and certain other exceptions. The New Notes will mature on July 15, 2017. Interest on the New Notes is payable March 15 and September 15 of each year, beginning September 15, 2012. In addition, the Issuer entered into a supplemental indenture adopting amendments to the indenture under which the Old Notes were issued to permit the liens securing the New Notes. Fees associated with the exchange of debt totaled $7,114 and were recognized in loss on exchange/extinguishment of debt.

On January 23, 2013, the Company issued a notice of partial redemption for $65,000 aggregate principal amount of Old Notes at a cash redemption price equal to the principal amount plus accrued and unpaid interest. The redemption was completed on February 22, 2013 through additional borrowings on the Second Amended Revolving Credit Facility and, as a result, the $65,000 of redeemed Old Notes is classified as long-term debt as of February 2, 2013. The remaining outstanding $68,983 aggregate principal amount of Old Notes is expected to be paid in 2013 and, therefore, is classified as current maturities of long-term debt as of February 2, 2013. Consequently, the expected maturity date of the Second Amended Revolving Credit Facility is classified as long-term debt as of February 2, 2013. The expiration date of the Second Amended Revolving Credit Facility heretofore for accounting purposes had been 60 days prior to the maturity date of the Old Notes (March 15, 2014). Given that the entirety of the Old Notes has been redeemed or is expected to be paid in 2013, for accounting purposes the maturity date of the Second Amended Revolving Credit Facility has, therefore, been extended to 2016.

On March 6, 2006, certain bankruptcy remote special purpose entities (each an "SPE" and, collectively, the "SPEs") that are indirect wholly owned subsidiaries of the Parent entered into loan agreements with Bank of America, pursuant to which Bank of America provided a mortgage loan facility in the aggregate principal amount of $260,000 (the "Mortgage Loan Facility"). The Mortgage Loan Facility has a term of ten years and is secured by mortgages on 23 retail stores and one distribution center owned by the SPEs. Each SPE entered into a lease with each of the Parent's subsidiaries operating on such SPE's properties (collectively, the "Tenants"). A portion of the rental income received under these leases will be used to pay the debt service under the Mortgage Loan Facility. The Mortgage Loan Facility requires level monthly payments of principal and interest based on an amortization period of 25 years and the balance outstanding at the end of ten years will then become due and payable. The interest rate for the Mortgage Loan Facility is a fixed rate of 6.21%. Financial covenants contained in the Mortgage Loan Facility require that the SPEs maintain certain financial thresholds, as defined in the agreements. In addition, the SPEs are required to establish lease shortfall, replacement, and tax and insurance reserve accounts pursuant to the terms of the Mortgage Loan Facility. If the EBITDA (earnings before interest, taxes, depreciation and amortization) associated with the Tenants' operations on the SPEs' properties falls below a prescribed level, then from excess cash, as defined in the agreement, (1) a pre-determined amount shall be deposited in the replacement reserve account to be used for repairs and improvements to the SPEs' properties; (2) an amount sufficient to make the payments of taxes and insurance premiums shall be deposited to the tax and insurance reserve account; and (3) a portion or all of the remainder (if any) will be deposited in the lease shortfall reserve account and access to those funds is restricted. If the excess cash is not sufficient to make the required deposits to the replacement and tax and insurance reserve accounts, the SPEs are required to provide additional funds as necessary.

On May 17, 1996, the Company entered into 20-year mortgage agreements for its three stores located in Rochester, New York, totaling $18,309. The loan agreements provide for principal payable in varying monthly installments through June 2016 and for interest payments at a rate of 9.62% per annum. On April 2, 2012, in connection with the sale of two of its Rochester stores, the Company prepaid its outstanding indebtedness of $5,374 under related mortgage loan agreements. The Company was required to pay an additional $1,026 due to the early termination. In addition, $143 of unamortized deferred financing fees related to the mortgage agreements was accelerated on the date of termination. The required additional payment and accelerated deferred financing fees were recognized in loss on exchange/extinguishment of debt.

The Company was in compliance with all loan agreement restrictions and covenants during 2012.

Debt maturities by year at February 2, 2013 are as follows:


2013(1)	$	75,886
2014		7,366
2015		7,862
2016(2)		423,638
2017		329,998

	$	844,750

(1): At February 2, 2013, $133,983 of the Company's Old Notes was outstanding. On January 23, 2013, the Company issued a notice of partial redemption for $65,000 of these notes; the transaction was completed on February 22, 2013 through additional borrowings on the Second Amended Revolving Credit Facility. The $68,983 of remaining Old Notes is included in the 2013 debt maturities as the Company expects to pay this obligation in 2013.
(2): Debt maturities in 2016 include the $65,000 redeemed Old Notes and other borrowings on the Second Amended Revolving Credit Facility that expires on the earlier of (a) March 21, 2016 and (b) the date that is 60 days prior to the earlier of the maturity date of the Old Notes and the mortgage loan facility. As the Old Notes have either been redeemed or are expected to be paid in 2013 (see Note 1 above), the expected maturity of the Second Amended Revolving Credit Facility is in 2016.

See Note 5 for disclosure of the fair value measurement of the Company's long-term debt.