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EXHIBIT 10.3
AMENDMENT NO. 1 TO
NOTE PURCHASE AND SECURITY AGREEMENT
THIS AMENDMENT AGREEMENT is made and entered into as of the 30th day of
January, 1999 (the "Effective Date"), by and among XXXX, INC., a Delaware
corporation (the "Debtor"); THE XXXX CENTER, INC., a North Carolina corporation,
as servicer (the "Servicer"); ENTERPRISE FUNDING CORPORATION, a Delaware
corporation (the "Company"); and NATIONSBANK, N.A., a national banking
association ("NationsBank"), as agent for the Company and the Bank Investors (in
such capacity, the "Agent") and as a Bank Investor.
W I T N E S S E T H:
WHEREAS, the Debtor, the Servicer, the Company, and NationsBank, as
Agent and as a Bank Investor have entered into the Note Purchase and Security
Agreement dated as of June 12, 1998 (as amended, the "Note Purchase Agreement");
and
WHEREAS, Xxxx Stores of Virginia LLC, a North Carolina limited
liability company ("Xxxx Stores of Virginia"), is a Subsidiary of Belk and will
generate Receivables; and
WHEREAS, on the date hereof, Xxxx Stores of Virginia is executing a
Receivables Purchase Agreement; and
WHEREAS, the parties wish to amend the Note Purchase Agreement in the
manner herein set forth effective as of the date hereof;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and in consideration of the execution by Xxxx Stores of Virginia of a
Receivables Purchase Agreement, the parties do hereby agree as follows:
1. Definitions. Unless the context otherwise requires, all terms used
herein without definition shall have the definition provided therefor in the
Note Purchase Agreement.
2. Amendments to Note Purchase Agreement. The Note Purchase Agreement
is hereby amended, effective as of the Effective Date, as follows:
(a) The following definition of "Belk Virginia" is added to
Section 1.1 of the Note Purchase Agreement in the proper alphabetical
order:
"'Belk Virginia' means Xxxx Stores of Virginia LLC.
(b) The definition of "Designated Seller" in Section 1.1 of
the Note Purchase Agreement is hereby deleted and replaced by the
following definition of "Designated Sellers":
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"'Designated Sellers' means, collectively, Belk
Xxxxxxx and Belk Virginia."
(c) The definition of "Receivables Purchase Agreement" in
Section 1.1 of the Note Purchase Agreement is hereby amended in its
entirety so that as amended it reads as follows:
"Receivables Purchase Agreement" means, collectively,
(a) the Receivables Purchase Agreement, dated as of June 12,
1998, by and between Xxxx, Inc., as purchaser, Belk Xxxxxxx,
as seller, and The Xxxx Center, Inc., as servicer; and (b) the
Receivables Purchase Agreement, dated as of January 30, 1999,
by and between Xxxx, Inc., as purchaser, Belk Virginia, as
seller, and The Xxxx Center, Inc., as servicer.
3. Entire Agreement. This Amendment Agreement sets forth the entire
understanding and agreement of the parties hereto in relation to the subject
matter hereof and supersedes any prior negotiations and agreements among the
parties relative to such subject matter. No promise, conditions, representation
or warranty, express or implied, not herein set forth shall bind any party
hereto, and no one of them has relied on any such promise, condition,
representation or warranty. Each of the parties hereto acknowledges that, except
as in this Amendment Agreement otherwise expressly stated, no representations,
warranties or commitments, express or implied, have been made by any other party
to the other. None of the terms or conditions of this Amendment Agreement may be
changed, modified, waived or canceled orally or otherwise, except by writing in
accordance with the terms of the Note Purchase Agreement, specifying such
change, modification, waiver or cancellation of such terms or conditions, or of
any proceeding or succeeding breach thereof.
4. Full Force and Effect of Transaction Documents. Except as hereby
specifically amended, modified or supplemented, the Note Purchase Agreement and
all of the other Transaction Documents are hereby confirmed and ratified in all
respects and shall remain in full force and effect according to their respective
terms.
5. Counterparts. This Amendment Agreement may be executed in one or
more counterparts each of which shall be an original but all of which together
shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Agreement to be duly executed by their duly authorized officers, all as of the
day and year first above written.
XXXX, INC.
By: /s/ Xxxx X. Xxxx
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Name: Xxxx X. Xxxx
Title: Chairman
THE XXXX CENTER, INC.,
as Servicer
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Vice President
ENTERPRISE FUNDING COMPANY
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Chairman
NATIONSBANK, N.A.,
as a Bank Investor
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Vice President
NATIONSBANK, N.A.,
as Agent
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Vice President
SIGNATURE PAGE 1
