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                                                                    EXHIBIT 10.2


                 AMENDMENT NUMBER 2 TO NOTE PURCHASE AGREEMENT


         AMENDMENT NUMBER 2 TO NOTE PURCHASE AGREEMENT (this "Amendment"), dated
as of April 28, 2001 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 27, 2002, 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."

         (b) The definition of "Dilution Ratio Multiplier" is hereby amended to
read as follows (solely for convenience, changed text is italicized):

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         "Dilution Ratio Multiplier" means (i) at any time during a Collection
         Period ending in December, or January, the highest Dilution Ratio for
         the immediately preceding Collection Periods ending in December or
         January and (ii) at any other time, the highest Dilution Ratio during
         the immediately preceding twelve Collection Periods (excluding for
         purposes of this determination, the Collection Periods ending in
         December or January)."

         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.








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         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 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.


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         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment Number 2 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/ John M. Belk
                                        ------------------------------------
                                    Name:  John M. Belk
                                    Title: Chairman





                                    ENTERPRISE FUNDING CORPORATION,
                                      as Company



                                    By: /s/ Tony Wong
                                        ------------------------------------
                                    Name:  Tony Wong
                                    Title: Vice President





                                    BANK OF AMERICA, N.A.,
                                      as Agent and as a Bank Investor



                                    By: /s/ Elliott Lemon
                                        ------------------------------------
                                    Name:  Elliott Lemon
                                    Title: Vice President