0000006885-03-000064 Sample Contracts

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • November 12th, 2003 • Stage Stores Inc • Retail-family clothing stores

THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "Amendment") is made as of November 3, 2003 by and among Stage Stores, Inc., a Nevada corporation (the "Parent"), Specialty Retailers (TX) LP, a Texas limited partnership and a wholly owned subsidiary of the Parent (the "Purchaser"), Stage Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of the Purchaser (the "Merger Sub"), and PHC Retail Holding Company, a Delaware corporation (the "Company").

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AGREEMENT AND PLAN OF MERGER DATED AS OF October 7, 2003 AMONG STAGE STORES, INC. SPECIALTY RETAILERS (TX) LP STAGE ACQUISITION CORPORATION AND PHC RETAIL HOLDING COMPANY
Merger Agreement • November 12th, 2003 • Stage Stores Inc • Retail-family clothing stores • Delaware
LIMITED WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • November 12th, 2003 • Stage Stores Inc • Retail-family clothing stores

This Limited Waiver and First Amendment to Credit Agreement (the "First Amendment") is made as of this 4th day of November, 2003 by and among

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