Amendment No. 4 to Note Purchase Agreement among Belk, Inc., The Belk Center, Inc., Enterprise Funding Corporation, and Bank of America, N.A.

Summary

This amendment, dated April 27, 2002, updates the Note Purchase Agreement originally signed on May 3, 1999, between Belk, Inc., The Belk Center, Inc., Enterprise Funding Corporation, and Bank of America, N.A. The main change is the extension of the Commitment Termination Date to April 26, 2003, with the possibility of further extension by agreement. All other terms of the original agreement remain in effect. The amendment confirms the authority and enforceability of the parties' obligations and is governed by New York law.

EX-10.1 3 g76706exv10w1.txt BELK,INC. AMEND # 4 TO NOTE PURCHASE AGREEMENT AMENDMENT NUMBER 4 TO NOTE PURCHASE AGREEMENT AMENDMENT NUMBER 4 TO NOTE PURCHASE AGREEMENT (this "Amendment"), dated as of April 27, 2002 among BELK, INC., a Delaware corporation, as debtor (in such capacity, the "Debtor"), THE BELK CENTER, INC., a North Carolina corporation, as servicer (the "Servicer" or "Belk Center"), ENTERPRISE FUNDING CORPORATION, a Delaware corporation (the "Company") and BANK OF AMERICA, N.A., a national banking association ("Bank of America"), as agent for the Company and the Bank Investors (in such capacity, the "Agent") and as a Bank Investor amending that certain Note Purchase Agreement dated as of May 3, 1999, as amended prior to the date hereof (the "Note Purchase Agreement"). WHEREAS, the Debtor has requested that the Note Purchase Agreement be amended to reflect an extension of the Commitment Termination Date; WHEREAS, Bank of America solely constitutes the Majority Investors (as defined in the Note Purchase Agreement); and WHEREAS, the parties hereto have agreed to make certain amendments to the Note Purchase Agreement. NOW, THEREFORE, the parties hereby agree as follows: SECTION 1. Defined Terms. As used in this Amendment, capitalized terms shall have the same meanings assigned thereto in the Note Purchase Agreement. SECTION 2. Amendment to Definitions. (a) The definition of "Commitment Termination Date" is hereby amended to read as follows (solely for convenience, changed text is italicized): ""Commitment Termination Date" means April 26, 2003, or such later date to which the Commitment Termination Date may be extended by Debtor, the Agent and the Bank Investors not later than 30 days prior to the then current Commitment Termination Date." SECTION 3. Representations and Warranties. The Debtor hereby makes to the Company on and as of the date hereof, the following representations and warranties: (a) Authority. The Debtor has the requisite corporate power and authority to execute and deliver this Amendment and to perform its obligations hereunder and under the Note Purchase Agreement (as amended hereby). The execution, delivery and performance by the Debtor of this Amendment and the performance of the Note Purchase Agreement (as amended hereby) have been duly approved by all necessary corporate action and no other corporate proceedings are necessary to consummate such transactions; (b) Enforceability. This Amendment has been duly executed and delivered by the Debtor. The Note Purchase Agreement (as amended hereby) is the legal, valid and binding obligation of the Debtor enforceable against the Debtor in accordance with its terms, and is in full force and effect; and (c) Representations and Warranties. The representations and warranties of the Debtor contained in the Note Purchase Agreement (other than any such representations or warranties that, by their terms, are specifically made as of a date other than the date hereof) are correct on and as of the date hereof as though made on and as of the date hereof. SECTION 4. Limited Scope. This amendment is specific to the circumstances described above and does not imply any future amendment or waiver of rights allocated to the Company under the Note Purchase Agreement. SECTION 5. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. SECTION 6. Severability; 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 shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. Any provisions of this Amendment which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability 2 without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. SECTION 7. Ratification. Except as expressly affected by the provisions hereof, the Note Purchase Agreement as amended shall remain in full force and effect in accordance with its terms and is hereby ratified and confirmed by the parties hereto. On and after the date hereof, each reference in the Note Purchase Agreement to "this Agreement", "hereunder", "herein" or words of like import shall mean and be a reference to the Note Purchase Agreement as amended by this Amendment. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 3 IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment Number 4 as of the date first written above. BELK, INC., as Debtor By: /s/ Brian T. Marley ------------------------------ Name: Brian T. Marley Title: Executive Vice-President THE BELK CENTER, INC., as Servicer By: /s/ Oakley M. Orser ------------------------------ Name: Oakley M. Orser Title: Vice-President, Credit ENTERPRISE FUNDING CORPORATION, as Company By: /s/ Andrew L. Stidd ------------------------------ Name: Andrew L. Stidd Title: President BANK OF AMERICA, N.A., as Agent and as a Bank Investor By: /s/ Elliott Lemon ------------------------------ Name: Elliott Lemon Title: Vice President