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
Agreement and Plan of Merger • 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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