0000006885-01-500034 Sample Contracts

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SERIES B WARRANT AGREEMENT DATED AS OF August 24, 2001 between STAGE STORES, INC. and MELLON INVESTOR SERVICES LLC as the Warrant Agent
Warrant Agreement • October 29th, 2001 • Stage Stores Inc • Retail-family clothing stores • New York
EMPLOYMENT AGREEMENT
Employment Agreement • October 29th, 2001 • Stage Stores Inc • Retail-family clothing stores • Texas

This Employment Agreement ("Agreement") is entered into effective as of the 28th day of February, 2001 (the "Start Date") between STAGE STORES, INC., a Delaware corporation (the "Company"), and MICHAEL E. McCREERY, an individual (the "Executive").

PARENT UNDERTAKING AGREEMENT Dated as of August 24, 2001 among STAGE STORES, INC. as Parent and BANKERS TRUST COMPANY as Trustee
Parent Undertaking Agreement • October 29th, 2001 • Stage Stores Inc • Retail-family clothing stores
AMENDED AND RESTATED RECEIVABLES TRANSFER AGREEMENT
Receivables Transfer Agreement • October 29th, 2001 • Stage Stores Inc • Retail-family clothing stores • New York

THIS AMENDED AND RESTATED RECEIVABLES TRANSFER AGREEMENT (the "Agreement") is made effective as of this 24th day of August, 2001, by and between GRANITE NATIONAL BANK, N.A., a national banking association (the "Bank"), and SPECIALTY RETAILERS (TX) LP, a Texas limited partnership (the "Purchaser").

AGREEMENT AND PLAN OF MERGER
Merger Agreement • October 29th, 2001 • Stage Stores Inc • Retail-family clothing stores • Nevada

This Agreement and Plan of Merger dated August 15, 2001 (the "Agreement") is entered into pursuant to Section 92A.190 of the Nevada Revised Statutes and Section 252 of the General Corporation Law of the State of Delaware between STAGE STORES, INC., a Delaware corporation with a principal place of business at 10201 Main Street, Houston, Texas 77025 ("Stage"), and SPECIALTY RETAILERS, INC. (NV), a Nevada corporation with a principal place of business at 10201 Main Street, Houston, Texas 77025 ("SRINV"). Stage and SRINV are sometimes referred to in this Agreement as the "Constituent Corporations."

Wuensch Consulting Group
Consulting Agreement • October 29th, 2001 • Stage Stores Inc • Retail-family clothing stores

Assisting you in presenting the proposed plan for review and approval; and Coordinating the implementation of the approved plan of

PURCHASE AND SALE AGREEMENT Dated as of August 24, 2001 among SPECIALTY RETAILERS (TX) LP, as Seller, and STAGE RECEIVABLE FUNDING LP, as Purchaser
Purchase and Sale Agreement • October 29th, 2001 • Stage Stores Inc • Retail-family clothing stores • New York
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