Amendment No. 2 to Credit Agreement



Exhibit 10.3 
 
AMENDMENT LETTER 
 
May 2, 2002 
 
Saks Incorporated 
750 Lakeshore Parkway 
Birmingham, Alabama 35211 
 
Each of the Lenders Party 
to the Credit
Agreement 
Referenced Below 
 
Amendment No. 2 to Credit Agreement 
 
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”) (as from time to time amended, modified, supplemented, amended and restated, or refinanced, the “Credit
Agreement”)). Capitalized terms not defined herein shall have the meanings given such terms in the Credit Agreement. 
 
The Borrower has requested permission to prepay Debt consisting of the 2004 Notes in excess of the amount of such prepayment permitted
under Section 7.9 of the Credit Agreement. The Agent and the Lenders desire to permit such additional prepayment and amend the Credit Agreement accordingly. 
 
The Agent, the Borrower, and the Lenders party hereto have agreed to amend the Credit Agreement to permit the Borrower to prepay, in
addition to its existing rights in Section 7.9 of the Credit Agreement to prepay Debt, additional amounts of the 2004 Notes. 
 
The Agent, the Borrower, and the Lenders party hereto hereby agree that clause (b) of Section 7.9 of the Credit Agreement is amended and
restated as follows: 
 
(b)    so long as no Default or Event of Default exists at the time thereof or would result therefrom and Availability shall not be less than $150,000,000 immediately after giving effect thereto, (i) acquisitions
by the Borrower or any Subsidiary of capital stock or other equity interest of the Borrower, (ii) prepayments of Debt, collectively in an aggregate amount for all such acquisitions or prepayments not to exceed (A) $25,000,000 in the aggregate for
the period beginning on the Closing Date and ending April 29, 2002, (B) $25,000,000 in the aggregate for period beginning April 30, 2002 and ending January 31, 2003, and (C) for each Fiscal Year thereafter the sum of (x) the amount available for
such acquisitions and prepayments in the immediately preceding Fiscal Year plus (y) 50% of Excess Cash Flow for the immediately preceding Fiscal Year less the aggregate 







amount of such acquisitions and prepayments made during the immediately preceding Fiscal
Year, and (iii) prepayments of the 2004 Notes, collectively in an aggregate amount for all such acquisitions or prepayments in accordance with this subclause (iii) not to exceed $75,000,000 during the term of this Agreement and” 
 
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. 
 
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 
 

	 By:    /S/    JOHN
OLSEN


	 Name:
	    	 John Olsen

	 Title:
	    	 Senior Vice President


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

	 SAKS INCORPORATED

	
	 By:
	    	 /S/    CHARLES J. HANSEN


	 Name:
	    	 Charles J. Hansen


	 Title:
	    	 Senior Vice President











 
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. 
SAKS FIFTH AVENUE OF TEXAS, INC. 
SAKS HOLDINGS, INC. 
TEX SFA, INC. 
SCCA STORE HOLDINGS, INC. 
SCIL 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 
 

	 By:    /S/    CHARLES J.
HANSEN


	 Name:
	    	 Charles J. Hansen


	 Title:
	    	 Senior Vice President




 







 

	 LENDERS:
  
	    	 
	 BANK OF AMERICA, N.A., as Lender
  

	 By:
	    	 /S/    JOHN OLSEN


	 Name:
	    	 John Olsen

	 Title:
	    	 Senior Vice President

	  
 CITIBANK, N.A.
  

	 By:
	    	 /S/    JIM WILLIAMS


	 Name:
	    	 Jim Williams

	 Title:
	    	 Vice President

	  
 LASALLE BUSINESS CREDIT, INC.
  

	 By:
	    	 /S/    LAWRENCE P. GARNI


	 Name:
	    	 Lawrence P. Garni

	 Title:
	    	 Senior Vice President

	  
 IBJ WHITEHALL BUSINESS CREDIT CORPORATION
  

	 By:
	    	 /S/    CHRIS MAGNANTE


	 Name:
	    	 Chris Magnante

	 Title:
	    	 Vice President

	  
 THE PROVIDENT BANK
  

	 By:
	    	 /S/    CARY SIERZPUTOWSKI


	 Name:
	    	 Cary Sierzputowski

	 Title:
	    	 Vice President










 

	 FLEET NATIONAL BANK
  

	 By:
	    	 /S/ KATHLEEN DIMOCK


	 Name:
	    	 Kathleen Dimock

	 Title:
	    	 Director

	  
 AMSOUTH BANK
  

	 By:
	    	 /S/    STEPHEN V. MANGIANTE


	 Name:
	    	 Stephen V. Mangiante

	 Title:
	    	 Attorney-in-Fact

	  
 SIEMENS FINANCIAL SERVICES, INC.
  

	 By:
	    	 /S/    FRANK AMODIO


	 Name:
	    	 Frank Amodio

	 Title:
	    	 Vice President

	  
 THE BANK OF NEW YORK
  

	 By:
	    	 /S/    DAVID C. JUDGE


	 Name:
	    	 David C. Judge

	 Title:
	    	 Senior Vice President

	  
 TRANSAMERICA BUSINESS CAPITAL

	 CORPORATION
  
	    	 
	 By:
	    	 /S/    DEBORAH A. RAMSEY


	 Name:
	    	 Deborah A. Ramsey

	 Title:
	    	 Vice President










 

	 FOOTHILL CAPITAL CORPORATION
  

	 By:
	    	 /S/    JUAN BARRERA


	 Name:
	    	 Juan Barrera

	 Title:
	    	 Assistant Vice President

	  
 FIRST TENNESSEE BANK NATIONAL

	 ASSOCIATION
  
	    	 
	 By:
	    	

	 Name:
	    	 Jim Chapman

	 Title:
	    	 Senior Vice President

	  
 BANK ONE, N.A.
  

	 By:
	    	

	 Name:
	    	 Debora K. Oberling

	 Title:
	    	 First Vice President

	  
 WACHOVIA BANK, NATIONAL ASSOCIATION
  

	 By:
	    	 /S/    RICHARD J. PRESKENIS


	 Name:
	    	 Richard J. Preskenis

	 Title:
	    	 Vice President

	  
 THE CIT GROUP/BUSINESS

	 CREDIT, INC.
  

	 By:
	    	 /S/    ARTHUR R. CORDWELL, JR.


	 Name:
	    	 Arthur R. Cordwell, Jr.

	 Title:
	    	 Vice President










 

	 GENERAL ELECTRIC CAPITAL

	 CORPORATION
	    	 
	 By:
	    	 /S/    GLENN P. BARTLEY


	 Name:
	    	 Glenn P. Bartley

	 Title:
	    	 Duly Authorized Signatory

	  
 PNC BUSINESS CREDIT
  

	 By:
	    	 /S/    MANUEL R. BORGES


	 Name:
	    	 Manuel R. Borges

	 Title:
	    	 Assistant Vice President

	  
 ORIX FINANCIAL SERVICES, INC.
  

	 By:
	    	 /S/    J. PAUL HICKS


	 Name:
	    	 J. Paul Hicks

	 Title:
	    	 Portfolio Manager

	  
 GMAC BUSINESS CREDIT, LLC
  

	 By:
	    	 /S/    THOMAS BRONT


	 Name:
	    	 Thomas Bront

	 Title:
	    	 Vice President