Amendment No. 1 to Credit Agreement



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 
 

	 	Re:	 	Amendment No. 1 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”). 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 
 

	 By:    
	    	 /s/    Patrick Wilson


	 Name:
	    	 Patrick Wilson

	 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. 
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 
 

	 By:
	    	 /s/    Charles J. Hansen


	 Name:
	    	 Charles J. Hansen

	 Title:
	    	 Senior Vice President










 

	 LENDERS:

	
	 BANK OF AMERICA, N.A., as Lender
  

	 By:
	    	 /s/    Patrick Wilson


	 Name:
	    	 Patrick Wilson

	 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/    Christopher Hill


	 Name:
	    	 Christopher Hill

	 Title:
	    	 Vice President

	  
 THE PROVIDENT BANK
  

	 By:
	    	 /s/    Cary Sierzputowski


	 Name:
	    	 Cary Sierzputowski

	 Title:
	    	 Vice President










 

	 FLEET NATIONAL BANK
  

	 By:
	    	 /s/    Bethann Halligan


	 Name:
	    	 Bethann Halligan

	 Title:
	    	 Managing 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/    Howard F. Bascom, Jr.


	 Name:
	    	 Howard F. Bascom, Jr.

	 Title:
	    	 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:
	    	 /s/    Todd Brown


	 Name:
	    	 Todd Brown

	 Title:
	    	 Vice President

	  
 BANK ONE, N.A.
  

	 By:
	    	 /s/    Debora K. Oberling


	 Name:
	    	 Debora K. Oberling

	 Title:
	    	 First Vice President

	  
 FIRST UNION NATIONAL BANK
  

	 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/    Ronald J. Banks


	 Name:
	    	 Ronald J. Banks

	 Title:
	    	 Duly Authorized Signatory

	  
 PNC BUSINESS CREDIT
  

	 By:
	    	 /s/    Manuel R. Borges


	 Name:
	    	 Manuel R. Borges

	 Title:
	    	 Assistant Vice President

	  
 UPS CAPITAL CORPORATION
  

	 By:
	    	 /s/    Scott Mower


	 Name:
	    	 Scott Mower

	 Title:
	    	 Managing Director, ABL