0000006885-04-000026 Sample Contracts

AMENDED AND RESTATED PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT BETWEEN WORLD FINANCIAL NETWORK NATIONAL BANK AND STAGE STORES, INC. AND SPECIALTY RETAILERS (TX) LP DATED AS OF MARCH 5, 2004
Program Agreement • April 15th, 2004 • Stage Stores Inc • Retail-family clothing stores

THIS AMENDED AND RESTATED PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT is made as of this 5th day of March, 2004 (the "Effective Date"), by and between STAGE STORES, INC., a Nevada corporation ("Stores"), with its principal office at 10201 Main Street, Houston, Texas 77025, SPECIALTY RETAILERS (TX) LP, a Texas limited partnership ("Specialty"), with its principal office at 10201 Main Street, Houston, Texas 77025 (with Stores hereinafter collectively referred to as "Stage"), and WORLD FINANCIAL NETWORK NATIONAL BANK, with its principal office at 800 Tech Center Drive, Gahanna, Ohio 43230 ("Bank").

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FIRST AMENDMENT TO INTERCREDITOR AGREEMENT
Intercreditor Agreement • April 15th, 2004 • Stage Stores Inc • Retail-family clothing stores

THIS FIRST AMENDMENT TO INTERCREDITOR AGREEMENT (the "Amendment") is entered into and made effective as of this 5th day of March, 2004, by and among WORLD FINANCIAL NETWORK NATIONAL BANK, a national banking association ("World"), SPECIALTY RETAILERS (TX) LP, a Texas limited partnership f/k/a SRI 2004 (TX) LP ("SRLP"), STAGE STORES, INC., a Nevada corporation (the "Parent"), and FLEET RETAIL GROUP, INC., a Delaware corporation f/k/a Fleet Retail Finance Inc. in its separate capacity as agent (the "Bank Agent"), for the Secured Parties (as defined in the Credit Agreement).

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