EX-10.2


 Exhibit 10.2 
 FIRST AMENDMENT TO THIRD AMENDED 
 AND RESTATED CREDIT AGREEMENT 

THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of
December 9, 2011, by and among BELK, INC., a Delaware corporation, (the “Company”), the Subsidiaries of the Company listed on the signature pages hereto (the “Subsidiary Borrowers” and, together with the
Company, the “Borrowers”), the Lenders party to the Credit Agreement referenced below (the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (successor by merger to Wachovia Bank, National Association), as
administrative agent (the “Administrative Agent”) for the Lenders. 
 STATEMENT OF PURPOSE 

The Borrowers, the Lenders and the Administrative Agent are parties to that certain Third Amended and Restated Credit
Agreement dated as of November 23, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). 

The Borrowers have requested, and the Lenders and the Administrative Agent have agreed, subject to the terms and
conditions set forth herein, to amend the Credit Agreement as specifically set forth herein. 
 NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 
 SECTION 1 Capitalized Terms. All capitalized undefined terms used in this Amendment (including, without limitation, in the Statement of Purpose hereto) shall have the meanings assigned thereto in
the Credit Agreement. 
 SECTION 2 Amendments. Subject to and in accordance with the terms and conditions
set forth herein, and effective on and after the Effective Date (as defined below) the Administrative Agent and the Lenders hereby agree to amend the Credit Agreement as follows: 

(a) New Definition. Section 1.1 of the Credit Agreement is hereby amended by adding the defined term set
forth below in appropriate alphabetical order: 
 “2011 Senior Notes” means the
$100,000,000 5.21% Senior Notes, due January 25, 2022, issued by the Borrowers in favor of certain purchasers pursuant to the Note Purchase Agreement dated December 14, 2011 by and among the Borrowers and such purchasers.” 

(b) Amendment to Definitions. The definition of “Senior Notes” in Section 1.1 of the Credit
Agreement is hereby restated in its entirety as follows: 
 “Senior Notes” means, collectively,
the 2005 Senior Notes, the 2007 Senior Notes, the 2010 Senior Notes, and the 2011 Senior Notes.” 






 (c) Amendments to Section 11.1. Section 11.1 of the Credit
Agreement is hereby amended as follows: 
 (i) The introductory clause to Section 11.1 is
hereby restated in its entirety as follows: 
 “11.1 Limitations on Debt. Create, incur, assume or
suffer to exist any Debt or additional Debt except:”; 
 (ii) Section 11.1 is hereby
amended by deleting the word “and” from existing subsection 11.1(k) and by inserting a new subsection “(l)” immediately after existing subsection “(k)” as follows: 

“(l) Debt evidenced by the 2011 Senior Notes not to exceed $100,000,000 in the aggregate in principal
amount, and the renewal, refinancing, extension and replacement thereof (but not the increase in the aggregate principal amount); provided that (i) the aggregate principal amount shall not be increased, (ii) the maturity date of any
such renewal, refinancing, extension or replacement of the 2011 Senior Notes shall not be prior to or shorter than the initial maturity date of the 2011 Senior Notes, and (iii) any such renewal, refinancing, extension or replacement of the 2011
Senior Notes shall be on terms no more restrictive to the Borrowers and their Subsidiaries than the terms of the initial 2011 Senior Notes; and”; and 

(iii) Existing subsection 11.1(l) is hereby restated in its entirety as follows: 

“(m) additional Debt in an aggregate amount not to exceed $150,000,000 on any date of determination.”

 SECTION 3 Effectiveness. This Amendment shall become effective on the date upon which each of the
following conditions is satisfied (such date, the “Effective Date”): 
 (a)
Amendment. The Administrative Agent shall have received counterparts of this Amendment duly executed by each of the Borrowers, the Administrative Agent and Lenders constituting Required Lenders. 

(b) Other Documents. The Administrative Agent shall have received any other documents or
instruments reasonably requested by the Administrative Agent in connection with the execution of this Amendment. 
 (c) 2011 Senior Notes. The Borrowers shall have provided evidence to the Administrative Agent that (i) the 2011 Senior Notes will be issued upon customary terms and conditions, (ii) the
maturity date of the 2011 Senior Notes is not earlier than the date which is at least six (6) months after the Revolving Credit Termination Date, (iii) the 2011 Senior Notes and all documents related thereto shall be in form and substance
reasonably satisfactory to the Administrative Agent, (iv) except for inclusion of certain covenants relating to change of control, maximum permitted assets of unrestricted subsidiaries and rated bond requirement, which covenants are either no
more restrictive or less restrictive than those contained in the Credit Agreement, and a maximum leverage covenant, which is less restrictive than that contained in the Credit Agreement, the terms of the 2011 Senior Notes shall be no more
restrictive to the Borrowers and their Subsidiaries than the terms of the other Senior Notes, and (v) the Borrowers shall have provided the Administrative Agent with copies of such additional documents and information relating to the 2011
Senior Notes as the Administrative Agent shall reasonably request. Upon request of the Borrowers, the Administrative Agent will confirm to the Borrowers when each of the foregoing conditions has been satisfied. 

  
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 SECTION 4 Limited Effect. Except as expressly provided herein, the
Credit Agreement and the other Loan Documents shall remain unmodified and in full force and effect. This Amendment shall not be deemed (a) to be a waiver of, or consent to, or a modification or amendment of, any other term or condition of the
Credit Agreement or any other Loan Document, (b) to prejudice any right or rights which the Administrative Agent or the Lenders may now have or may have in the future under or in connection with the Credit Agreement or the other Loan Documents
or any of the instruments or agreements referred to therein, as the same may be amended, restated, supplemented or modified from time to time, or (c) to be a commitment or any other undertaking or expression of any willingness to engage in any
further discussion with any Borrower or any other Person with respect to any waiver, amendment, modification or any other change to the Credit Agreement or the Loan Documents or any rights or remedies arising in favor of the Lenders or the
Administrative Agent, or any of them, under or with respect to any such documents. References in the Credit Agreement to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein”,
“hereof” or other words of like import) and in any Loan Document to the “Credit Agreement” shall be deemed to be references to the Credit Agreement as modified hereby. 

SECTION 5 Representations and Warranties. Each Borrower represents and warrants that (a) it has the corporate
power and authority to make, deliver and perform this Amendment, (b) it has taken all necessary corporate or other action to authorize the execution, delivery and performance of this Amendment, (c) this Amendment has been duly executed and
delivered on behalf of such Borrower, (d) this Amendment constitutes a legal, valid and binding obligation of such Borrower, enforceable against such Borrower in accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles, (e) each of the representations and warranties made by such Borrower in or
pursuant to the Loan Documents is true and correct in all material respects on and as of the date hereof as if made on and as of the date hereof, except for any representation and warranty made as of an earlier date, which representation and
warranty shall remain true and correct as of such earlier date, (f) to the extent consummated, each of the transactions contemplated by the 2011 Senior Notes have been consummated in all material respects pursuant to the provisions of the
documents related thereto, true and complete copies of which have been delivered to the Administrative Agent, and in compliance in all material respects with all applicable provisions of law, (g) the proceeds of the issuance 2011 Senior Notes
shall be used by Borrowers to refinance in their entirety the 2005 Senior Notes, and (h) no Default or Event of Default has occurred and is continuing as of the date hereof or after giving effect hereto and after giving effect to the issuance
of the 2011 Notes. 
 SECTION 6 Acknowledgement and Reaffirmation. By its execution hereof, each Borrower
hereby expressly (a) consents to this Amendment, (b) reaffirms all of its respective covenants and other obligations set forth in the Credit Agreement and the other Loan Documents to which it is a party and (c) acknowledges that its
respective covenants and other obligations set forth in the Credit Agreement and the other Loan Documents to which it is a party remain in full force and effect. 

SECTION 7 Costs and Expenses. The Borrowers agree to pay in accordance with Section 14.2 of the Credit
Agreement all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment and the other instruments and documents to be delivered hereunder, including, without limitation,
the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities hereunder and thereunder. 

SECTION 8 Execution in Counterparts. This Amendment may be executed by one or more of the parties to this
Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile transmission shall be
effective as delivery of a manually executed counterpart hereof. 

  
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 SECTION 9 Governing Law. This Amendment shall be governed by,
construed and enforced in accordance with the laws of the State of North Carolina, without reference to the conflicts or choice of law principles thereof. 
 SECTION 10 Entire Agreement. This Amendment is the entire agreement, and supersedes any prior agreements and contemporaneous oral agreements, of the parties concerning its subject matter.

 SECTION 11 Successors and Assigns. This Amendment shall be binding on and inure to the benefit of the
parties and their respective heirs, beneficiaries, successors and permitted assigns. 
 [Signature Pages Follow] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed under seal by their duly authorized officers, all as of the day and year first written above. 
  

							
	 BORROWERS:
	 		 	BELK, INC.
				
		 		 	By:	 	 /s/ Kevin Binkley

		 		 	Name:	 	Kevin Binkley
		 		 	Title:	 	Vice President, Treasurer
			
		 		 	BELK ADMINISTRATION COMPANY
				
		 		 	By:	 	 /s/ Kevin Binkley

		 		 	Name:	 	Kevin Binkley
		 		 	Title:	 	Vice President, Treasurer
			
		 		 	BELK INTERNATIONAL, INC.
				
		 		 	By:	 	 /s/ Kevin Binkley

		 		 	Name:	 	Kevin Binkley
		 		 	Title:	 	Vice President, Treasurer
			
		 		 	BELK STORES SERVICES, INC.
				
		 		 	By:	 	 /s/ Kevin Binkley

		 		 	Name:	 	Kevin Binkley
		 		 	Title:	 	Vice President, Treasurer
			
		 		 	BELK-SIMPSON COMPANY, GREENVILLE, SOUTH CAROLINA
				
		 		 	By:	 	 /s/ Kevin Binkley

		 		 	Name:	 	Kevin Binkley
		 		 	Title:	 	Vice President, Treasurer
			
		 		 	THE BELK CENTER, INC.
				
		 		 	By:	 	 /s/ Kevin Binkley

		 		 	Name:	 	Kevin Binkley
		 		 	Title:	 	Vice President, Treasurer
			
		 		 	BELK ACCOUNTS RECEIVABLE LLC
				
		 		 	By:	 	 /s/ Kevin Binkley

		 		 	Name:	 	Kevin Binkley
		 		 	Title:	 	Vice President, Treasurer

 [First Amendment to Third Amended and Restated Credit Agreement] 







			
	 BELK STORES OF VIRGINIA LLC

		
	By:	 	 /s/ Kevin Binkley

	Name:	 	Kevin Binkley
	Title:	 	Vice President, Treasurer
	
	BELK GIFT CARD COMPANY LLC
		
	By:	 	 /s/ Kevin Binkley

	Name:	 	Kevin Binkley
	Title:	 	Vice President, Treasurer
	
	BELK MERCHANDISING, LLC
		
	By:	 	 /s/ Kevin Binkley

	Name:	 	Kevin Binkley
	Title:	 	Vice President, Treasurer
	
	BELK TEXAS HOLDINGS LLC
		
	By:	 	 /s/ Kevin Binkley

	Name:	 	Kevin Binkley
	Title:	 	Vice President, Treasurer
	
	BELK DEPARTMENT STORES LP (f/k/a Belk Texas LP)


 
			
	
	        By: Belk, Inc., its General Partner
		
	        By:	 	 /s/ Kevin Binkley

	        Name:	 	Kevin Binkley
	        Title:	 	Vice President, Treasurer


 
			
	
	BELK ECOMMERCE LLC
		
	By:	 	 /s/ Kevin Binkley

	Name:	 	Kevin Binkley
	Title:	 	Vice President, Treasurer
	
	BELK STORES OF MISSISSIPPI LLC
		
	By:	 	 /s/ Kevin Binkley

	Name:	 	Kevin Binkley
	Title:	 	Vice President, Treasurer


 [First Amendment to Third Amended and Restated Credit Agreement] 







			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Lender
		
	By:	 	 /s/ Scott Santa Cruz

	Name:	 	Scott Santa Cruz
	Title:	 	Managing Director









			
	BANK OF AMERICA, N.A., as Syndication Agent and Lender
		
	By:	 	 /s/ Jaime Eng

	Name:	 	Jaime Eng
	Title:	 	Vice President









			
	REGIONS BANK, as Documentation Agent and Lender
		
	By:	 	 /s/ Anthony Letrent

	Name:	 	Anthony Letrent
	Title:	 	Senior Vice President









			
	U.S. BANK, NATIONAL ASSOCIATION, as Documentation Agent and Lender
		
	By:	 	 /s/ Frances W. Josephic

	Name:	 	Frances W. Josephic
	Title:	 	Vice President









			
	FIFTH THIRD BANK, as Lender
		
	By:	 	 /s/ Mary Ramsey

	Name:	 	Mary Ramsey
	Title:	 	Vice President









			
	TD BANK, N.A., as Lender
		
	By:	 	 /s/ Craig Welch

	Name:	 	Craig Welch
	Title:	 	Senior Vice President








 
			
	JPMORGAN CHASE BANK, N.A., as Lender
		
	By:	 	 /s/ Patrick S. Thornton

	Name:	 	Patrick S. Thornton
	Title:	 	Executive Director









			
	RBC BANK (USA), as Lender
		
	By:	 	 /s/ Robert L. Spencer

	Name:	 	Robert L. Spencer
	Title:	 	Senior Relationship Manager