EX-10.3



 Exhibit 10.3 

EXECUTION VERSION 
 BELK,
INC. 
 BELK ADMINISTRATION COMPANY 

BELK INTERNATIONAL, INC. 
 BELK
STORES SERVICES, INC. 
 BELK-SIMPSON COMPANY, GREENVILLE, SOUTH CAROLINA 

THE BELK CENTER, INC. 
 BELK
ACCOUNTS RECEIVABLE LLC 
 BELK STORES OF VIRGINIA LLC 

BELK GIFT CARD COMPANY LLC 
 BELK
MERCHANDISING LLC 
 BELK TEXAS HOLDINGS LLC 

BELK DEPARTMENT STORES LP 
 BELK
ECOMMERCE LLC 
 BELK STORES OF MISSISSIPPI LLC 

2801 West Tyvola Road 
 Charlotte,
North Carolina 28217 
 FIRST AMENDMENT TO NOTE PURCHASE
AGREEMENT 
 $125,000,000 6.20% Senior Notes due August 31, 2017 

Dated as of December 3, 2015 
 To the Holders of
the Senior Notes 
 Named In the Attached Schedule I 
 Ladies
and Gentlemen: 
 Reference is hereby made to that certain Note Purchase Agreement dated as of August 31, 2007 (as from time to time
amended, supplemented or modified, the “Note Purchase Agreement”) by and among Belk, Inc., a Delaware corporation (the “Company”), certain of the subsidiaries of the Company listed on the signature pages hereto (the
“Subsidiary Obligors”, and together with the Company and each other Person required to become an obligor pursuant to Section 9.9 of the Note Purchase Agreement, the “Obligors”) and you pursuant to which the
Obligors issued and sold 6.20% Senior Notes, due August 31, 2017 in the aggregate principal amount of $125,000,000 (the “Notes”). You are referred to herein individually as a “holder” and collectively as the
“holders.” Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Note Purchase Agreement, as amended by this First Amendment to Note Purchase Agreement (this “First
Amendment”). 







 The Company has entered into an Agreement and Plan of Merger, dated as of August 23, 2015
(as it may be amended from time to time, the “Merger Agreement”) with Bear Parent Inc., a Delaware corporation (“Parent”), and Bear Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent
(“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent (the “Sycamore Merger”). After completion of the
Sycamore Merger, the Company will become an affiliate of investment funds managed by Sycamore Partners Management, L.P. The Obligors request that the holders consent to amendments to the Note Purchase Agreement relating to the prepayment of the
Notes in connection with the Sycamore Merger. 
 In consideration of the premises and for good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the Obligors and the holders agree as follows: 
  

	1.	AMENDMENT OF NOTE PURCHASE AGREEMENT. 


1.1. Amendment to Section 8. The following Section 8.7 is added to the Note Purchase Agreement to read in its entirety
as follows: 
 Section 8.7 Prepayment in Connection with the Sycamore Merger. 

 

	 	(a)	 Mandatory Prepayment. The Obligors, promptly after the effective date of the First Amendment, and in any event within 5 Business Days after the
effective date of the First Amendment, shall give the holders notice of prepayment of all Notes pursuant to this Section 8.7(a), which notice shall not be rescindable except as provided in Section 8.7(c) (Termination; Deferral)
below, setting forth in such notice an estimated prepayment date that shall occur substanially simultaneously with the Sycamore Merger and in no event shall it occur more than 2 Business Days after the date on which the Sycamore Merger is
consummated (the date on which prepayment is proposed in such notice, the “Sycamore Prepayment Date”), and on the Sycamore Prepayment Date, unless the Merger Agreement is terminated or the Sycamore Prepayment Date is deferred to the
Deferred Sycamore Prepayment Date pursuant to Section 8.7(c) (Termination; Deferral) below, the Obligors shall prepay all, but not less than all, of the Notes held by each holder (in this case only, “holder” in respect of any
Note registered in the name of a nominee for a disclosed beneficial owner (any such disclosed beneficial owner being identified on Schedule I to the First Amendment) shall mean such beneficial owner), at 100% of the principal amount so prepaid,
plus accrued and unpaid interest, plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount (in the aggregate, the “Prepayment Amount”). Any prepayment made pursuant to this
Section 8.7(a) shall be made in accordance with the provisions of Section 14 of the Note Purchase Agreement. Upon payment of the 



  
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Prepayment Amount by the Obligors directly to the holders pursuant to Section 14.2 of the Note Purchase Agreement, the debt represented by the Notes shall be satisfied and discharged in full
and the provisions of the Note Purchase Agreement shall cease to have effect (other than those that shall survive by their express terms); provided that if the First Amendment shall be terminated in accordance with Section 2 of the First
Amendment, the obligation of the Obligors to prepay the Notes pursuant to this Section 8.7(a) shall terminate. 

  

	 	(b)	Notices. Two Business Days prior to the Sycamore Prepayment Date, the Obligors will send to each holder of Notes a written notice (the “Prepayment Notice”) under this Section 8.7 specifying
(i) the Sycamore Prepayment Date (which shall be a Business Day), (ii) the aggregate principal amount of the Notes to be prepaid, (iii) the principal amount of each Note held by such holder, (iv) the interest to be paid on the
proposed Sycamore Prepayment Date with respect to such principal amount being prepaid, and (v) the Make-Whole Amount due in connection with such prepayment (calculated using the Reinvestment Yield on the date of such notice and assuming that
the Settlement Date in respect of the Notes will be the date of the proposed Sycamore Prepayment Date set forth in such notice). The Prepayment Notice delivered in accordance with this Section 8.7(b) shall be accompanied by a certificate of the
Senior Financial Officer of each Obligor setting forth the details of the computation of the Make-Whole Amount specified in such Prepayment Notice. 

  

	 	(c)	 Termination; Deferral. The obligation of the Obligors to prepay Notes pursuant to this Section 8.7 on the Sycamore Prepayment Date is
subject to and conditioned upon the occurrence of the Sycamore Merger and shall be void and of no force and effect in the event that the Merger Agreement is terminated prior to consummation of the Sycamore Merger in accordance with Article VIII
thereof. In the event that the Merger Agreement is terminated prior to consummation of the Sycamore Merger, the Obligors shall promptly send a written notice to the holders of the Notes, and upon delivery of such notice, the First Amendment shall be
void and of no force and effect. In the event that the Sycamore Merger does not occur on or prior to the Sycamore Prepayment Date set forth in the Prepayment Notice but the Merger Agreement remains in effect, the Sycamore Prepayment Date shall be
deferred until a date not later than the date on which the Sycamore Merger is consummated (the “Deferred Sycamore Prepayment Date”) and, so long as a new certificate is not required to be delivered pursuant to the terms of the
immediately following sentence, the Make-Whole Amount is not required to be recalculated pursuant to the terms of this Section 8.7(c) and shall be the same amount as set forth in the most recent notice provided to holders of the Notes in
accordance with Section 8.7(b). Notwithstanding the foregoing, in the event that the Deferred Sycamore Prepayment Date is proposed to be a date more than 5 Business Days after the original Sycamore Prepayment Date, the Make-Whole Amount shall
be recalculated and in connection therewith, two Business Days prior to the Deferred Sycamore Prepayment Date, the Obligors shall deliver to each holder of Notes a new certificate of a




  
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Senior Financial Officer of each Obligor specifying the Deferred Sycamore Prepayment Date and the recalculation of such Make-Whole Amount (which recalculation shall be done using the Reinvestment
Yield on the date such new certificate is delivered and assuming that the Settlement Date in respect of the Notes will be the date of the Deferred Sycamore Prepayment Date set forth in such certificate) and the interest to be paid as of such
Deferred Sycamore Prepayment Date. If the Sycamore Merger does not occur on the Deferred Sycamore Prepayment Date, the Company may defer the Sycamore Prepayment Date (or the Deferred Sycamore Prepayment Date, as the case may be) in accordance with
this Section 8.7(c) again or for as many times as necessary for so long as the First Amendment remains effective. 

 1.2.
Amendment to Schedule B. The following new definitions are added to Schedule B, in the appropriate alphabetical order: 

“Deferred Sycamore Prepayment Date” is defined in Section 8.7(c). 

“First Amendment” means the First Amendment to Note Purchase Agreement, dated as of December 3, 2015 by and among the Obligors
and the holders of the Notes. 
 “Merger Agreement” means that certain Agreement and Plan of Merger (as it may be amended
from time to time), dated as of August 23, 2015, by and among Bear Parent Inc., a Delaware corporation, Bear Merger Sub Inc., a Delaware corporation, and the Company. 

“Prepayment Amount” is defined in Section 8.7(a). 

“Prepayment Notice” is defined in Section 8.7(b). 

“Sycamore Merger” means the merger of Bear Merger Sub Inc., a Delaware corporation, with and into the Company with the Company
continuing as the surviving corporation pursuant to the terms of the Merger Agreement. 
 “Sycamore Prepayment Date” is
defined in Section 8.7(a). 
  

	2.	EFFECTIVE DATE 

 This First Amendment shall be deemed to be
effective as of the date first written above upon execution by each holder of Notes outstanding and receipt by the holders of a counterpart of this First Amendment duly executed by the Obligors. Notwithstanding the foregoing, the First Amendment
shall cease to be effective in the event that the Merger Agreement has been terminated in accordance with Article VIII thereof prior to the consummation of the Merger. 

  
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	3.	MISCELLANEOUS 

 3.1. Representations of the Obligors. The Obligors,
jointly and severally, represent and warrant to the holders that (a) the execution, delivery and performance by each Obligor of this First Amendment have been duly authorized by all necessary corporate or other organizational action on the part
of such Obligor, (b) this First Amendment constitutes the legal, valid and binding obligation of each Obligor, enforceable against such Obligor in accordance with its terms, except as such enforceability may be limited by (i) applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law) and (c) (i) the representations and warranties of the Obligors contained in the Note Purchase Agreement are true and correct as though made on and as of the date first written above, except to the extent
that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date; provided that this clause (c)(i) shall not apply with respect to those representations and warranties
contained in Section 5.4 of the Note Purchase Agreement, and (ii) as of the date first written above, no Default or Event of Default exists and is continuing under the Note Purchase Agreement. 

3.2. Representations of Holders. Each holder represents and warrants to the Obligors that it or its nominee is the registered holder of
the aggregate principal amount of Notes set forth opposite such holder’s name on Schedule I to this First Amendment, and that it has full power and authority to execute and deliver this First Amendment with respect to the Notes set forth
opposite such holder’s name on Schedule I to this First Amendment. Each holder hereby confirms the accuracy of the payment instructions set forth in Schedule A to the Note Purchase Agreement unless such holder shall have otherwise advised the
Company in writing after the date of this First Amendment and not less than two Business Days prior to the Sycamore Prepayment Date. 
 3.3.
Expenses of Counsel. The Obligors, jointly and severally, agree to pay all fees and expenses of Schiff Hardin LLP, special counsel to the holders, for services rendered in connection with this First Amendment on or before the Sycamore
Prepayment Date or the Deferred Sycamore Prepayment Date, if applicable, or the date on which the Merger Agreement is terminated. 
 3.4.
Ratification. Except as amended hereby, the Note Purchase Agreement, including the representations and warranties contained therein, shall remain in full force and effect and is ratified, approved and confirmed in all respects as of the date
first above written. 
 3.5. Reference to and Effect on the Note Amendment. Upon the effectiveness of this First Amendment, each
reference in the Note Purchase Agreement and in other documents describing or referencing the Note Purchase Agreement to the “Agreement,” “Note Purchase Agreement,” “hereunder,” “hereof,” “herein,”
or words of like import referring to the Note Purchase Agreement, shall mean and be a reference to the Note Purchase Agreement, as amended hereby, so long as the First Amendment shall be in effect. 

  
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 3.6. Binding Effect. This First Amendment shall be binding upon and inure to the benefit
of the respective successors and assigns of the parties hereto. 
 3.7. Governing Law. This First Amendment shall be construed and
enforced in accordance with, and the rights of the parties hereto shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction
other than such State. 
 3.8. Counterparts; Facsimile. This First Amendment may be executed in any number of counterparts, each of
which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. Further, signatures
transmitted by facsimile or other electronic transmission shall be accepted as originals for all purposes of this First Amendment. 
 3.9.
Headings. The descriptive headings of the various Sections or parts of this First Amendment are for convenience only and shall not affect the meaning or construction of any of the provisions hereof. 

[Signature Pages Follow] 

  
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 IN WITNESS WHEREOF, the Obligors and the holders have caused this First Amendment to be
executed and delivered by their respective officer(s) or authorized representative(s) thereunto duly authorized. 
  

					
	BELK, INC.
		
	By:	 	 /s/ Adam M. Orvos

		 	Name:	 	Adam M. Orvos
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	BELK ADMINISTRATION COMPANY
		
	By:	 	 /s/ Adam M. Orvos

		 	Name:	 	Adam M. Orvos
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	BELK INTERNATIONAL, INC.
		
	By:	 	 /s/ Adam M. Orvos

		 	Name:	 	Adam M. Orvos
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	BELK STORES SERVICES, INC.
		
	By:	 	 /s/ Adam M. Orvos

		 	Name:	 	Adam M. Orvos
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	BELK-SIMPSON COMPANY, GREENVILLE, SOUTH CAROLINA
		
	By:	 	 /s/ Adam M. Orvos

		 	Name:	 	Adam M. Orvos
		 	Title:	 	Executive Vice President and Chief Financial Officer



  
 [Signature Page to First
Amendment to Note Purchase Agreement] 
 S-1 








 
					
	THE BELK CENTER, INC.
		
	By:	 	 /s/ Adam M. Orvos

		 	Name:	 	Adam M. Orvos
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	BELK ACCOUNTS RECEIVABLE LLC
		
	By:	 	 /s/ Adam M. Orvos

		 	Name:	 	Adam M. Orvos
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	BELK STORES OF VIRGINIA LLC
		
	By:	 	 /s/ Adam M. Orvos

		 	Name:	 	Adam M. Orvos
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	BELK GIFT CARD COMPANY LLC
		
	By:	 	 /s/ Adam M. Orvos

		 	Name:	 	Adam M. Orvos
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	BELK MERCHANDISING LLC
		
	By:	 	 /s/ Adam M. Orvos

		 	Name:	 	Adam M. Orvos
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	BELK TEXAS HOLDINGS LLC
		
	By:	 	 /s/ Adam M. Orvos

		 	Name:	 	Adam M. Orvos
		 	Title:	 	Executive Vice President and Chief Financial Officer



  
 [Signature Page to First
Amendment to Note Purchase Agreement] 
 S-2 








 
					
	BELK DEPARTMENT STORES LP
		
	By:	 	 /s/ Adam M. Orvos

		 	Name:	 	Adam M. Orvos
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	BELK ECOMMERCE LLC
		
	By:	 	 /s/ Adam M. Orvos

		 	Name:	 	Adam M. Orvos
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	BELK STORES OF MISSISSIPPI LLC
		
	By:	 	 /s/ Adam M. Orvos

		 	Name:	 	Adam M. Orvos
		 	Title:	 	Executive Vice President and Chief Financial Officer



  
 [Signature Page to First
Amendment to Note Purchase Agreement] 
 S-3 








 
							
	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
			
		 	By:	 	 /s/ Ashley Dexter

		 		 	Name:	 	Ashley Dexter
		 		 	Title:	 	Vice President
	
	UNIVERSAL PRUDENTIAL ARIZONA REINSURANCE COMPANY
		
	By: 	 	Prudential Investment Management, Inc., as investment manager
			
		 	By:	 	 /s/ Ashley Dexter

		 		 	Name:	 	Ashley Dexter
		 		 	Title:	 	Vice President
	
	UNITED OF OMAHA LIFE INSURANCE COMPANY
		
	By:	 	Prudential Private Placement Investors, L.P. (as Investment Advisor)
		
	By:	 	Prudential Private Placement Investors, Inc. (as its General Partner)
			
		 	By:	 	 /s/ Ashley Dexter

		 		 	Name:	 	Ashley Dexter
		 		 	Title:	 	Vice President



  
 [Signature Page to First
Amendment to Note Purchase Agreement] 
 S-4 








 SCHEDULE I 

 

					
	 HOLDER
	  	AGGREGATE PRINCIPAL AMOUNT
OF NOTES HELD	 
		
	 THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

c/o Investment Operations Group

Gateway Center Two, 10th Floor

100 Mulberry Street

Newark, NJ 07102-4077
	  	$	110,050,000.00	  
		
	 UNIVERSAL PRUDENTIAL ARIZONA REINSURANCE COMPANY

c/o The Prudential Insurance Company of America

c/o Investment Operations Group

Gateway Center Two, 10th Floor

100 Mulberry Street

Newark, NJ 07102-4077
	  	$	 7,500,000.00	  
		
	 UNITED OF OMAHA LIFE INSURANCE COMPANY

c/o JPMorgan Chase Bank

14201 Dallas Parkway - 13th Floor

Dallas, TX 75254-2917

Attn: Income Processing — G. Ruiz

a/c: G09588
	  	$	7,450,000.00	  


  
 SCHEDULE I

 (First Amendment to Note Purchase Agreement)