FOURTH AMENDMENT TO AMENDED AND RESTATED PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT
EXHIBIT 10.2
FOURTH
AMENDMENT
TO
AMENDED
AND RESTATED PRIVATE LABEL
CREDIT
CARD PROGRAM AGREEMENT
This
Fourth Amendment to Amended and Restated Private Label Credit Card Program
Agreement ("Fourth Amendment") is entered into as of June 30, 2007 (the
"Effective Date") by and among Stage Stores, Inc., a Nevada corporation ("Stage
Stores"), Specialty Retailers (TX) LP, a Texas limited partnership ("Specialty
LP"), with their principal offices at 00000 Xxxx Xxxxxx, Xxxxxxx, Xxxxx 00000
(Stage Stores and Specialty LP hereinafter being referred to collectively as
"Stage"), and World Financial Network National Bank, a national banking
association with its principal offices at 000 Xxxx Xxxxxx Xxxxx, Xxxxxxx, Xxxx
00000 ("Bank"). Stage Stores, Specialty LP and Bank are collectively
referred to in this Fourth Amendment as the "Parties
R
E C I T A L S :
WHEREAS,
Stage and Bank entered into an Amended and Restated Private Label Credit Card
Program Agreement dated as of March 5, 2004, as amended by that Student Program
Addendum effective June 1, 2004, that Amendment to Private Label Credit Card
Program Agreement dated December 21, 2005, that No Credit File Program Addendum
dated March 10, 2006, that Second Amendment to Amended and Restated Private
Label Credit Card Program Agreement dated May 24, 2006, and that Third Amendment
to Amended and Restated Private Label Credit Card Program Agreement dated May
17, 2007 (collectively, the "Agreement") pursuant to which Bank issues private
label credit cards which allows Customers of Stage to purchase goods and/or
services from Stage; and
WHEREAS,
Bank and Stage now desire to amend the Agreement to reflect that, effective
June
30, 2007, Specialty LP will be merged into Specialty Retailers, Inc., a Texas
corporation (“Specialty Inc.”), meaning that Specialty LP will no longer exist
(either as an entity or as a Party to the Agreement) and Specialty Inc. will
be
the successor-in-interest to Specialty LP and as such will become a Party to
this Agreement.
NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained
herein, the Parties hereto agree as follows:
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1.
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Definitions;
References. Each term used herein which is not defined
herein shall have the meaning assigned to such term in the
Agreement. Each reference to "hereof", "hereunder", "herein"
and "hereby" and each other similar reference and each reference
to "this
Agreement" and each other similar reference contained in the Agreement
shall from and after the date hereof refer to the Agreement amended
hereby.
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2.
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Specialty
LP,
an original party to the Agreement, will merge into its affiliate,
Specialty Inc., effective June 30, 2007. Consequently: (i) Specialty
LP
will cease to be an entity and cease to be a Party to the Agreement;
and
(ii) Specialty shall be Specialty LP’s successor-in-interest and as such
become a Party to the Agreement.
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3.
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Governing
Law. This Fourth Amendment shall be governed by and
construed in accordance with the laws of the State of
Ohio.
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4.
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Counterparts;
Effectiveness. This Fourth Amendment may be executed in any
number of counterparts, each of which when so executed shall be
deemed to
be an original, but all of such counterparts shall together constitute
one
and the same instrument. The provisions included in this Fourth
Amendment shall be effective as of the Effective Date set forth
in the
first paragraph of this Fourth
Amendment.
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5.
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Entire
Agreement. As hereby amended and supplemented, the
Agreement shall remain in full force and
effect.
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IN
WITNESS WHEREOF, the Parties have caused this Fourth Amendment to be executed
by
their duly authorized officers as of the Effective Date.
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WORLD
FINANCIAL NETWORK
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STAGE STORES, INC. |
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NATIONAL
BANK
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By: /s/ Xxxxxx
X. Xxxxxxx
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By: /s/ Xxxxxxx X. Xxxxxxxxx |
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Name:
Xxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx |
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Title: President
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Title: Sr. Vice President – Finance & Controller |
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AGREED
TO AND ACKNOWLEDGED BY:
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SPECIALTY
RETAILERS, INC.
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By:
/s/ Xxxxxxx X. Xxxxxxxxx
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Name:
Xxxxxxx X. Xxxxxxxxx
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Title: Sr.
Vice President – Finance & Controller
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