FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1

Execution Version

FIRST AMENDMENT TO SECOND AMENDED
AND RESTATED CREDIT AGREEMENT

     THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “ Amendment ”), dated as of March 30, 2009, 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 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 Second Amended and Restated Credit Agreement dated as of October 2, 2006 (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 Definitions . Section 1.01 of the Credit Agreement is hereby amended by adding the defined terms set forth below and on Schedule I in appropriate alphabetical order:

     “ First Amendment Effective Date ” means March 30, 2009.

     “ UCC ” means the Uniform Commercial Code as in effect in the State of North Carolina, as amended or modified from time to time.

     “ 2005 Senior Notes ” means the $20,000,000 5.05% Senior Notes, Series A, due July 12, 2012, the $100,000,000 5.31% Senior Notes, Series B, due July 12, 2015 and the $80,000,000 Floating Rate Senior Notes, Series C, due July 12, 2012 issued by the Borrowers in favor of certain purchasers pursuant to the Note Purchase Agreement dated July 12, 2005 by and among the Borrowers and such purchasers.

     “ 2007 Senior Notes ” means the $125,000,000 6.20% Senior Notes, due August 31, 2017, issued by the Borrowers in favor of certain purchasers pursuant to the Note Purchase Agreement dated August 31, 2007 by and among the Borrowers and such purchasers.

     (b)  Amendment to “Aggregate Commitment” . The definition of “Aggregate Commitment” in Section 1.01 of the Credit Agreement is amended by adding the following sentence to the end thereof:

On the First Amendment Effective Date, the Aggregate Commitment shall be $675,000,000.

     (c)  Amendment to “Fixed Charges” . The definition of “Fixed Charges” in Section 1.01 of the Credit Agreement is amended and restated as follows:

     “ Fixed Charges ” means, for any period, the sum of the following determined on a Consolidated basis, without duplication, for the Borrowers and their Subsidiaries in accordance with GAAP: (a) Interest Expense for such period and (b) Rental Expense for such period.

     (d)  Amendment to “New Lender” . The defined term “New Lender” in Section 1.01 of the Credit Agreement is hereby deleted from the Credit Agreement. In connection with such deletion, the phrase “, and each New Lender” is deleted from the defined term “Lender” and the phrase “each such new Lender or proposed New Lender ,” is deleted from the provision at the end of Section 14.9(g) of the Credit Agreement.

     (e)  Amendment to “Revolving Credit Loans” . The definition of “Revolving Credit Loan” in Section 1.01 of the Credit Agreement is amended and restated as follows:

     “ Revolving Credit Loans ” means any revolving loan made to the Borrowers pursuant to Section 2.1, and all such revolving loans collectively as the context requires.

     (f)  Amendment to “L/C Commitment” . Clause (a) in the definition of “L/C Commitment” in Section 1.01 of the Credit Agreement is amended and restated as follows:

(a) $200,000,000 and

     (g)  Amendment to “Rental Expense” . The definition of “Rental Expense” in Section 1.01 of the Credit Agreement is amended and restated as follows:

     “ Rental Expense ” means, for the period of four (4) consecutive fiscal quarters ending on or prior to the applicable date, payments made pursuant to all obligations of the Borrowers and their Subsidiaries under leases (other than Capital Leases) of real property or personal property, whether now existing or hereafter entered into; provided that (a) for any period during which any acquisition permitted pursuant to the terms of Section 11.3(c) is consummated, Rental Expense shall be adjusted to give effect to the consummation of such other permitted acquisition on a pro forma basis in accordance with GAAP, as if such acquisition occurred on the first day of such period, including, without limitation, adjustments reflecting any non-recurring costs, extraordinary expenses and expense savings calculated in a manner reasonably satisfactory to the Administrative Agent and (b) Rental Expense shall exclude any amounts required to be paid by any lessee (whether or not therein designated as rental or additional rental) (i) which are on account of maintenance and repairs, insurance, taxes, assessments, water rates and similar charges or

(ii) which are based on profits, revenues or sales realized by such lessee from the leased property or otherwise based on the performance of the lessee.

     (h)  Amendment to “Revolving Credit Commitment” . The definition of “Revolving Credit Commitment” in Section 1.01 of the Credit Agreement is amended by adding the following sentence to the end thereof:

The Revolving Credit Commitment of all Revolving Credit Lenders on the First Amendment Effective Date shall be $350,000,000.

     (i)  Amendment to “Senior Notes” . The definition of “Senior Notes” in Section 1.01 of the Credit Agreement is amended and restated as follows:

     “ Senior Notes ” means the 2005 Senior Notes and the 2007 Senior Notes.

     (j)  Amendment to “Term Loan Commitment” . The definition of “Term Loan Commitment” in Section 1.01 of the Credit Agreement is amended by adding the following sentence to the end thereof:

The Term Loan Commitment of all Lenders on the First Amendment Effective Date shall be $325,000,000.

     (k)  Amendment to Section 2.7 . Section 2.7 of the Credit Agreement is hereby amended and restated as follows:

SECTION 2.7 [ Intentionally Omitted. ]

     (l)  Amendment to Section 2.8 . New clauses (h) and (i) are added to Section 2.8 to the Credit Agreement as set forth on Schedule I attached hereto.

     (m)  Amendment to Section 5.1(c) . Subject to Schedule I, the Applicable Margin table in Section 5.1(c) of the Credit Agreement is amended and restated as set forth below:

     (n)  Amendment to Section 5.3(a) . The Commitment Fee table in Section 5.3(a) of the Credit Agreement is amended and restated as follows:

     (o)  Amendment to Section 9.15 . A new Section 9.15 is added to the Credit Agreement as set forth on Schedule I.

     (p)  Amendment to Section 10.1 . Section 10.1 of the Credit Agreement is hereby amended and restated as follows

     SECTION 10.1 Leverage Ratio . As of any fiscal quarter end, permit the ratio of (a) Adjusted Debt on such date to (b) EBITDAR for the period of four (4) consecutive fiscal quarters ending on or immediately prior to such date (the “ Leverage Ratio ”) to be greater than Maximum Permitted Leverage Ratio. On the First Amendment Effective Date, the Maximum Permitted Leverage Ratio will be 4.25 to 1.0.

     (q)  Amendment to Section 10.2 . The minimum permitted Fixed Charge Coverage Ratio in Section 10.2 of the Credit Agreement is reduced from “2.00 to 1.00” to “1.75 to 1.00”.

     (r)  Amendment to Section 11.1(d) . The Capitalized Lease basket in Section 11.1(d) of the Credit Agreement is reduced from “$85,000,000” to “$65,000,000”.

     (s)  Amendment to Section 11.1(e) . The purchase money Debt basket in Section 11.1(e) of the Credit Agreement is reduced from “$75,000,000” to “$50,000,000”.

     (t)  Amendment to Section 11.1(l). The additional Debt basket in Section 11.1(l) of the Credit Agreement is reduced from “$100,000,000” to “$65,000,000”.

     (u)  Amendment to Section 11.2. Section 11.2 of the Credit Agreement is amended by (i) deleting “and” at