AMENDMENT LETTER

Exhibit 10.2

AMENDMENT LETTER

December 21, 2001

Saks Incorporated

750 Lakeshore Parkway

Birmingham, Alabama 35211

Each of the Lenders Party

to the Credit Agreement

Referenced Below

Reference is hereby made to that certain Credit Agreement dated as of November 20, 2001 among Saks Incorporated, a Tennessee corporation (the “Borrower”), Bank of America, N.A., as Agent (the “Agent”), and the Lenders party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings given such terms in the Credit Agreement.

The Agent, the Borrower, and the Lenders party hereto have determined that the terms of the Credit Agreement set forth in certain negative covenants do not reflect the full understanding of the parties thereto and have agreed to amend the Credit Agreement to reflect the correct terms thereof.

The Agent, the Borrower, and the Lenders party hereto hereby agree that (a) Section 7.8(a) the Credit Agreement is hereby amended by inserting a new sentence at the end thereof which shall read as follows:

Notwithstanding the foregoing, for the purposes of Section 7.8(a)(v) and (vi), the term “Fiscal Year” shall mean, with respect to Fiscal Year 2001, only the fourth fiscal quarter of Fiscal Year 2001 and there shall not be carried forward from such Fiscal Year any amounts not realized and otherwise permitted to be carried forward pursuant to the terms of this section.

and (b) Section 7.18 the Credit Agreement is hereby amended by inserting a new sentence at the end thereof which shall read as follows:

Notwithstanding the foregoing, for Fiscal Year 2001 only, the Borrower may make or incur Capital Expenditures in an amount not to exceed $275,000,000, however, none of the amounts otherwise permitted to be carried forward from such Fiscal Year pursuant to the terms of this section shall be carried forward to any Fiscal Year after Fiscal Year 2001.

Each of the Guarantors joins in the execution of this Letter for the purposes of consenting to the amendments to the Credit Agreement contained herein.

Each of the Lenders party hereto acknowledges and agrees that the changes to the Credit Agreement set forth herein will be reflected in each certificate delivered pursuant to the terms of Section 5.2(d) of the Credit Agreement and any deviation from the form of Exhibit J to the Credit Agreement as a consequence thereof shall not be deemed substantial.

This letter may be executed in any number of counterparts and all the counterparts taken together shall be deemed to constitute one and the same instrument.

BANK OF AMERICA, N.A., as Agent

This Letter is hereby agreed to by the parties signatory below:

GUARANTORS:

CARSON PIRIE HOLDINGS, INC.

MCRAE’S, INC.

MCRAE’S OF ALABAMA, INC.

PARISIAN, INC.

SAKS & COMPANY

SAKS DIRECT, INC.

SAKS DISTRIBUTION CENTERS, INC.

SAKS FIFTH AVENUE DISTRIBUTION COMPANY

SAKS FIFTH AVENUE, INC.

SAKS WHOLESALERS, INC.

SAKSFIFTHAVENUE.COM, INC.

SAKS FIFTH AVENUE OF TEXAS, INC.

SAKS HOLDINGS, INC.

TEX SFA, INC.

SCCA STORE HOLDINGS, INC.

HERBERGER’S DEPARTMENT STORES, LLC

JACKSON LEASING, LLC

MCRIL, LLC

NEW YORK CITY SAKS, LLC

SCCA, LLC

SCIL, LLC

SFAILA, LLC

SAKS FIFTH AVENUE TEXAS, L.P.

PMIN GENERAL PARTNERSHIP

    BY: Parisian, Inc., a General Partner

MCRAE’S STORES PARTNERSHIP

    BY: McRae’s, Inc., a General Partner