Ex-10.1



 






Exhibit 10.1




TERMINATION AND RELEASE AGREEMENT




          This TERMINATION AND RELEASE AGREEMENT (this “Agreement”), dated as of January 27,
2006 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”), BELK ACCOUNTS RECEIVABLE LLC, a North Carolina limited liability company
(the “Guarantor”), YC SUSI TRUST, a Delaware statutory trust (the “Trust”) and BANK
OF AMERICA, N.A., a national banking association (“Bank of America”), as agent for the
Trust and the Bank Investors (in such capacity, the “Agent”) and as a Bank Investor.



W I T N E S S E T H :




          WHEREAS, the Debtor, Belk Center, the Trust and Bank of America as Agent and as Bank Investor
entered into an Amended and Restated Note Purchase Agreement dated as of March 31, 2005 (as such
agreement may have been amended to the date hereof, the “Note Purchase Agreement”) pursuant
to which the Trust acquired certain notes issued by Belk;



          WHEREAS, the Guarantor, the Debtor, Belk Center, and Bank of America as Agent and as
Depository entered into an Amended and Restated Guaranty and Security Agreement, dated as of March
31, 2005 (as such agreement may have been amended to the date hereof, the “Security
Agreement” and, collectively with the Note Purchase Agreement, any Servicer Account Agreement,
any Post Office Box Agreement, the Fee Letter, the Restructuring Fee Letter, the Notes and all of
the other instruments, documents and other agreements executed and delivered by the Debtor, the
Guarantor, Belk National Bank or the Servicer in connection with any of the foregoing, as the same
may have been amended, restated, supplemented or otherwise modified, the “Financing
Documents” ), between Belk Accounts Receivable LLC, a North Carolina limited liability company
(the “Guarantor”), The Belk Center, Inc., a North Carolina corporation, as servicer (the
“Servicer”), Belk, Inc. (the “Debtor”) and Bank of America, N.A., a national
banking association (“Bank of America”), as agent for YC SUSI Trust (the “Trust”)
and the Bank Investors party to the Note Purchase Agreement from time to time (in such capacity,
the “Agent”), as a Bank Investor and as Depository pursuant to which the Guarantor
guaranteed certain obligations of the Debtor under the Note Purchase Agreement and the Notes and
granted to the Agent a security interest in the Collateral (capitalized terms used herein and not
otherwise defined are used as defined in the Note Purchase Agreement and the Security Agreement);
and



          WHEREAS, the Debtor and the Guarantor desire to terminate the Note Purchase Agreement, the
Security Agreement and the other Financing Documents and, subject to the terms hereof, the Trust,
the Bank Investors and the Agent consent to such termination.



          NOW, THEREFORE, it is hereby agreed by and among the parties hereto as follows:



     1. Termination and Release. Upon the receipt by the Agent, from or on behalf of the
Debtor, on January 27, 2006 of $125,149,677.32, in immediately available funds, in full payment of
all amounts due from the Debtor under the Note Purchase Agreement and the other Financing Documents
(i) the Note Purchase Agreement, the Security Agreement and the other Financing Documents shall
terminate, provided however that the provisions of Sections 6.1, 6.2, 6.4, 8.8 and 8.10 of the Note
Purchase Agreement, Section 7.6 and 7.8 of the Security Agreement and any provisions of the
Financing Documents which by their terms survive any termination of such documents shall so
survive, and (ii) the Agent, on behalf of the Trust and the Bank Investors, hereby releases all of
its right, title and interest, including any security interest, in the Collateral and the Debtor
Collateral and any other property conveyed to the Agent, on behalf of the Trust and the Bank
Investors, under the Security Agreement, and the Trust and the Bank Investors hereby consent to
such release. None of the Trust or the Bank Investors shall have any further obligation or
liability under or with respect to the Note Purchase Agreement.



 









 





     2. Financing Statement. The Agent, on behalf of the Trust and the Bank Investors,
hereby authorizes the Guarantor and the Debtor to file any Uniform Commercial Code (“UCC”)
termination statements necessary or advisable to evidence the release of the security interest of
the Agent, on behalf of the Trust and the Bank Investors, in, to and under the Collateral and the
Debtor Collateral and any other property conveyed to the Agent under the Security Agreement.



     3. Termination of Interests in Accounts. The Agent, on behalf of the Trust and the
Bank Investors, effective upon receipt by the Agent on January 27, 2006 of the funds described in
Section 1, hereby terminates its rights in, to and under the Collection Account and the Spread
Account and hereby releases and disclaims any security interest or other interest in such accounts.
Upon such receipt of such funds by the Agent, funds in such accounts shall be released to the
Debtor or the Guarantor, as directed by the Debtor prior to January 27, 2006.



     4. Counterparts. This Agreement may be executed in any number of counterparts and by
the different parties hereto in separate counterparts, each of which when so executed and delivered
shall be an original, but all of which shall together constitute one and the same instrument.



     5. Further Assurances. The Agent, on behalf of the Trust and the Bank Investors,
shall execute and deliver releases of its liens and any and all UCC financing statement
terminations and other such lien release documents as the Guarantor and the Debtor may reasonably
request in order to evidence or otherwise give public notice of the terminations and releases set
forth in this Agreement and, with respect to the termination and release of liens and security
interests pursuant to this Agreement, shall take all such further actions and execute and deliver
all such further agreements, instruments and other documents as the Guarantor and the Debtor may at
any time reasonably determine to be necessary or advisable in order to implement the terms and
provisions of this Agreement and to effectuate the purpose and intent hereof, each of such items in
this Section 5 to be at the expense of the Guarantor or the Debtor (which ever shall be the
requesting party).



     6. Entire Agreement; Successors and Assigns; Survival of Representations. This
Agreement constitutes the entire agreement among the parties hereto with respect to the subject
matter hereof, supersedes any prior agreements among them and shall bind and benefit the parties
hereto and their respective successors and assigns.



     7. Headings. The headings of the several sections of this Agreement are inserted for
convenience only and shall not in any way affect the meaning or construction of any provision of
this Agreement.



     8. Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York.



 









 





     IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed by their
respective officers as of the day and year first above written.



	 	 	 	 	 
	 

	 	BELK, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Brian T. Marley
	 

	 	 	 	 
	 

	 	Name: Brian T. Marley

Title: Executive Vice President
	 
	 	 	 	 
	 

	 	THE BELK CENTER, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Brian T. Marley
	 

	 	 	 	 
	 

	 	Name: Brian T. Marley

Title: Executive Vice President
	 
	 	 	 	 
	 

	 	BELK ACCOUNTS RECEIVABLE, LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Brian T. Marley
	 

	 	 	 	 
	 

	 	Name: Brian T. Marley

Title: Executive Vice President
	 
	 	 	 	 
	 

	 	YC SUSI TRUST
	 
	 	 	 	 
	 

	 	          By Bank of America, N.A., as

          Administrative Trustee of YC SUSI Trust
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Elliott Lemon
	 

	 	 	 	 
	 

	 	Name: Elliott Lemon

Title: Vice President
	 
	 	 	 	 
	 

	 	BANK OF AMERICA, N.A.,

as Agent, Bank Investor and Depository
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Elliott Lemon
	 

	 	 	 	 
	 

	 	Name: Elliott Lemon

Title: Vice President