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EXHIBIT 10.6
AMENDMENT NUMBER 6 TO NOTE PURCHASE AGREEMENT
AMENDMENT NUMBER 6 TO NOTE PURCHASE AGREEMENT (this "Amendment"),
dated
as of November 3, 2003 among BELK, INC., a
Delaware corporation, as debtor (in
such capacity, the "Debtor"), THE BELK
CENTER, INC., a North Carolina
corporation, as servicer (the "Servicer" or
"Belk Center"), YC SUSI TRUST, a
Delaware statutory trust, as assignee of
Enterprise Funding Corporation (the
"Trust"), and BANK OF AMERICA, N.A., a
national banking association ("Bank of
America"), as agent for the Trust and the
Bank Investors (in such capacity the
"Agent") and as a Bank Investor amending
that certain Note Purchase Agreement,
dated as of May 3, 1999, as amended prior
to the date hereof (the "Note Purchase
Agreement").
WHEREAS, the Debtor has requested that the Note Purchase Agreement
be
amended to reflect a reduction of the
Facility Limit;
WHEREAS, Bank of America solely constitutes the Majority Investors
(as
defined in the Note Purchase Agreement);
and
WHEREAS, the parties hereto have agreed to make certain amendments
to
the Note Purchase Agreement.
NOW, THEREFORE, the parties hereby agree as follows:
SECTION 1. Defined Terms. As used in this Amendment, capitalized
terms
shall have the same meanings assigned
thereto in the Note Purchase Agreement.
SECTION 2. Amendment to Definitions. The definition of "Facility
Limit"
is hereby amended to read as follows
(solely for convenience, changed text is
italicized):
""Facility Limit" means $250,000,000; provided that such
amount may not at any time exceed the aggregate Commitments
at any time in effect; provided, further, that from and
after the Termination Date the Facility Limit shall at all
times equal the Net Investment plus the Aggregate Interest
Component."
SECTION 3. Commitment. The Commitment of Bank of America as a
Bank
Investor is hereby reduced to
$250,000,000.
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SECTION 4. Conditions Precedent. This amendment shall not
become
effective until:
(a) The Trust shall have received the following, each of which
shall be
in form and substance satisfactory to the
Trust:
(i) an executed replacement Note (the "Replacement Note") (in
substantially the form called for by the Note Purchase Agreement)
in a
principal amount equal to the Facility Limit as decreased hereby,
in
replacement of the original Note (the "Original Note");
(ii) an executed copy of this Amendment; and
(b) The Net Investment is no greater than $250,000,000.
SECTION 5. Represent
