FRIEDMANS INC
AMENDMENT #3 TO CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>y60716ex10-2.txt
<DESCRIPTION>AMENDMENT #3 TO CREDIT AGREEMENT
<TEXT>
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                                                                    EXHIBIT 10.2

                       THIRD AMENDMENT TO CREDIT AGREEMENT

         This Third Amendment to Credit Agreement ("Amendment") is executed and
entered into by and among CRESCENT JEWELERS, a California corporation (the
"Borrower"), Bank of America, N.A., in its capacity as administrative agent (the
"Administrative Agent"), the Lenders (as defined by the Credit Agreement,
defined below) party hereto (the "Lenders") and the Guarantors (as defined by
the Credit Agreement, defined below) (the "Guarantors"), effective as of March
31, 2002 (the "Amendment Effective Date"), as follows:

                                    Recitals

         a.       The Borrower, the Administrative Agent, the Lenders and the
Guarantors are party to the certain Credit Agreement dated as of September 15,
1999, as amended by Amendment No.1 dated March 7, 2001 and the Second Amendment
to Credit Agreement dated December 21, 2001 (the "Credit Agreement"). Terms
defined by the Credit Agreement, where used in this Amendment, shall have the
same meanings as are prescribed by the Credit Agreement.

         b.       The Borrower, the Administrative Agent, the Lenders and the
Guarantors have agreed to enter into this agreement on the terms specified
hereinbelow.

         NOW THEREFORE, FOR VALUE RECEIVED, the Borrower, the Administrative
Agent, the Lenders and the Guarantors each hereby agrees as follows:

                                    ARTICLE 1
                                    Amendment

         Section 1.1 Amendment to Certain Definitions. Effective as of the
Amendment Effective Date, the definition of the term "Termination Date" in
Section 1.1 of the Credit Agreement hereby is amended and restated to read as
follows:

                  "Termination Date" means April 5, 2002 or such later date as
         to which the Administrative Agent and all of the Lenders may in their
         sole discretion by written consent agree.

                                   ARTICLE II
                                  Miscellaneous

         Section 2.1 Conditions Precedent. The effectiveness of this Amendment
is subject to the satisfaction of each of the following conditions precedent:

         (a)      the Administrative Agent shall have received this Amendment,
duly executed by the Borrower, the Guarantors, the Administrative Agent and the
Lenders; and


Third Amendment to Credit Agreement, Page 1
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         (b)      All corporate proceedings taken in connection with the
transactions contemplated by this Amendment and all other agreements, documents
and instruments executed and/or delivered pursuant hereto, and all legal matters
incident thereto, shall be reasonably satisfactory to the Administrative Agent.

         Section 2.2 Representations and Warranties. The Borrower and the
Guarantors each hereby represents and warrants to the Administrative Agent and
the Lenders that, as of the Amendment Effective Date (a) the execution, delivery
and performance of this Amendment and any and all agreements or documents
executed and/or delivered in connection herewith have been authorized by all
requisite corporate action on the part of the Borrower and the Guarantors and
will not violate the Borrower's or any such Guarantor's certificate of
incorporation or bylaws and (b) the Credit Agreement (as amended by this
Amendment), and all other Credit Documents are and remain legal, valid, binding
and enforceable obligations in accordance with the terms thereof except as
enforceability may be limited by applicable debtor relief laws and by general
principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or law).

         Section 2.3 No Claims or Offsets; Release. Neither the Borrower nor any
of the Guarantors has any counterclaims, offsets, credits or defenses to the
Credit Documents and the performance of its obligations thereunder, or if such
Person has any such claims, counterclaims, offsets, credits or defenses to the
Credit Documents or any transaction related to the Credit Documents, the same
are hereby waived, relinquished and released in consideration of this Amendment.
In consideration of the agreements of the Administrative Agent and the Lenders
under this Amendment, the Borrower and the Guarantors each hereby releases and
discharges the Administrative Agent and the Lenders from any and all claims or
causes of action, if any, known or unknown, based upon any facts or
circumstances in connection with the Credit Agreement may have occurred at any
time on or prior to the Amendment Effective Date.

         Section 2.4 Survival of Representations and Warranties. All
representations and warranties made in this Amendment or any other Credit
Document shall survive the execution and delivery of this Amendment and the
other Credit Documents, and no investigation by the Administrative Agent or any
Lender, or any closing, shall affect the representations and warranties or the
right of the Administrative Agent and the Lenders to rely upon them.

         Section 2.5 Reference to Agreement. Each of the Credit Documents is
hereby amended so that any reference in such Credit Documents to the Credit
Agreement, whether direct or indirect, shall mean a reference to the Credit
Agreement as amended by this Amendment.

         Section 2.6 Crescent Jewelers, Inc. Crescent Jewelers, Inc. joins in
the execution of this Amendment for the purpose of acknowledging and consenting
to the terms of this Amendment and reaffirming its guaranty obligations under
the Credit Agreement, as amended and modified hereby.

         Section 2.7 Friedman's Guarantors. The Friedman's Guarantors join in
the execution of this Amendment for the purpose of acknowledging and consenting
to the terms of this Amendment and reaffirming their guaranty obligations under
the Friedman's Guaranty Agreement.


Third Amendment to Credit Agreement, Page 2
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         Section 2.8 Reservations of Rights. Nothing in this Amendment shall
constitute a waiver of any Default or Event of Default under the Credit
Agreement.

         Section 2.9 General. Except as expressly provided by this Amendment,
all of the terms and provisions of the Credit Agreement and the other Credit
Documents remain in full force and effect. This Amendment, when signed by the
Borrower, each Guarantor and all of the Lenders as provided required by Section
11.6 of the Credit Agreement (i) contains the entire agreement among the parties
and may not be amended or modified except in writing signed by all parties, (ii)
may be executed in any number of counterparts, each of which shall be valid as
an original and all of which shall be one and the same agreement, and (iii)
shall constitute a Credit Document. It shall not be necessary in making proof of
this Amendment to produce or account for more than one such counterpart. A
telecopy or other electronic transmission of any executed counterpart shall be
deemed valid as an original.

         THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE
         PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
         CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE
         NO ORAL AGREEMENTS BETWEEN THE PARTIES.


                          [SIGNATURE PAGES TO FOLLOW.]


Third Amendment to Credit Agreement, Page 3
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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers in several counterparts effective as
of the Amendment Effective Date specified in the preamble hereof.

                                      BORROWER:

                                      CRESCENT JEWELERS,
                                      a California corporation

                                      By: /s/ Victor M. Suglia
                                         ---------------------------------------
                                               Victor M. Suglia
                                               Senior Vice President,
                                                Chief Financial Officer

                                      GUARANTORS:

                                      CRESCENT JEWELERS, INC.,
                                      a Delaware corporation

                                      By: /s/ Victor M. Suglia
                                         ---------------------------------------
                                               Victor M. Suglia
                                               Senior Vice President,
                                                Chief Financial Officer

                                      FRIEDMAN'S INC.,
                                      a Delaware corporation

                                      By: /s/ Victor M. Suglia
                                         ---------------------------------------
                                               Victor M. Suglia
                                               Senior Vice President,
                                                Chief Financial Officer

                                      FRIEDMAN'S MANAGEMENT CORP.,
                                      a Delaware corporation

                                      By: /s/ Victor M. Suglia
                                         ---------------------------------------
                                               Victor M. Suglia
                                               President

                                      FRIEDMAN'S HOLDING CORP.,
                                      a Delaware corporation

                                      By: /s/ Victor M. Suglia
                                         ---------------------------------------
                                               Victor M. Suglia
                                               Senior Vice President,
                                                Chief Financial Officer


Third Amendment to Credit Agreement, Page 4
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                                      FI STORES LIMITED PARTNERSHIP,
                                      a Georgia limited partnership
                                      By:      Friedman's Inc.,
                                                its sole general partner

                                               By: /s/ Victor M. Suglia
                                                  ------------------------------
                                                        Victor M. Suglia
                                                        Senior Vice President,
                                                         Chief Financial Officer

                                      FRIEDMAN'S FLORIDA PARTNERSHIP,
                                      a Florida general partnership
                                      By:      Friedman's Management Corp.,
                                                its managing partner

                                               By: /s/ Victor M. Suglia
                                                  ------------------------------
                                                        Victor M. Suglia
                                                        President

                                      FCJV HOLDING CORP.
                                      a Delaware corporation

                                      By: /s/ Victor M. Suglia
                                         ---------------------------------------
                                               Victor M. Suglia
                                               President

                                      FCJV, L.P., a Delaware limited partnership
                                      By:      FCJV Holding Corp.,
                                                its general partner

                                               By: /s/ Victor M. Suglia
                                                  ------------------------------
                                                        Victor M. Suglia
                                                        President


Third Amendment to Credit Agreement, Page 5
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ADMINISTRATIVE
AGENT:                                BANK OF AMERICA, N.A.,
                                      in its capacity as Administrative Agent


                                      By: /s/ David T. Knoblauch
                                         ---------------------------------------
                                      Name: David T. Knoblauch
                                           -------------------------------------
                                      Title: SVP
                                            ------------------------------------

LENDERS:                              BANK OF AMERICA, N.A.,
                                      individually in its capacity as a Lender

                                      By: /s/ David T. Knoblauch
                                         ---------------------------------------
                                      Name: David T. Knoblauch
                                           -------------------------------------
                                      Title: SVP
                                            ------------------------------------

                                      GENERAL ELECTRIC CAPITAL CORPORATION,
                                      individually in its capacity as a Lender
                                      and in its capacity as Documentation Agent

                                      By: /s/ C. Mark Smith
                                         ---------------------------------------
                                      Name: C. Mark Smith
                                           -------------------------------------
                                      Title: Duly Authorized Signatory
                                            ------------------------------------

                                      FLEET RETAIL FINANCE INC.

                                      By: /s/ Christine M. Scott
                                         ---------------------------------------
                                      Name: Christine M. Scott
                                           -------------------------------------
                                      Title: Vice President
                                            ------------------------------------

                                      FLEET CAPITAL CORPORATION

                                      By: /s/ Rodney G. McSwain
                                         ---------------------------------------
                                      Name: Rodney G. McSwain
                                           -------------------------------------
                                      Title: Sr. Vice President
                                            ------------------------------------

                                      SUNROCK CAPITAL CORP.

                                      By: /s/ Thomas M. Romanowski
                                         ---------------------------------------
                                      Name: Thomas M. Romanowski
                                           -------------------------------------
                                      Title: SVP
                                            ------------------------------------


Third Amendment to Credit Agreement, Page 6
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                                      LASALLE BANK, N.A.

                                      By: /s/ Douglas C. Colletti
                                         ---------------------------------------
                                      Name: Douglas C. Colletti
                                           -------------------------------------
                                      Title: 1st VP
                                            ------------------------------------

                                      THE PROVIDENT BANK

                                      By: /s/ Brent S. Vandermyde
                                         ---------------------------------------
                                      Name: Brent S. Vandermyde
                                           -------------------------------------
                                      Title: Assistant Vice President
                                            ------------------------------------

                                      CONGRESS FINANCIAL CORPORATION

                                      By: /s/ David Stair
                                         ---------------------------------------
                                      Name: David Stair
                                           -------------------------------------
                                      Title: First Vice President
                                            ------------------------------------


Third Amendment to Credit Agreement, Page 7


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