0000006885-03-000056 Sample Contracts

INTERCREDITOR AGREEMENT dated September 12, 2003 among WORLD FINANCIAL NETWORK NATIONAL BANK SPECIALTY RETAILERS (TX) LP, STAGE STORES, INC., and FLEET RETAIL FINANCE INC., as Bank Agent INTERCREDITOR AGREEMENT
Intercreditor Agreement • September 22nd, 2003 • Stage Stores Inc • Retail-family clothing stores • Massachusetts

INTERCREDITOR AGREEMENT dated as of September 12, 2003, by and among WORLD FINANCIAL NETWORK NATIONAL BANK ("World"),, SPECIALTY RETAILERS (TX) LP, a Texas limited partnership ("SRLP"); STAGE STORES, INC., a Nevada corporation ("Parent"); and FLEET RETAIL FINANCE INC., in its separate capacity as agent (the "Bank Agent"), for the Secured Parties (as defined in the Credit Agreement referred to below).

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BETWEEN WORLD FINANCIAL NETWORK NATIONAL BANK AND STAGE STORES, INC. AND SPECIALTY RETAILERS (TX) LP
Stage Stores Inc • September 22nd, 2003 • Retail-family clothing stores

THIS PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT is made as of this 21st day of May, 2003 (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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