EXHIBIT 10.6
FIRST AMENDMENT TO
INTERCREDITOR AGREEMENT
THIS FIRST AMENDMENT TO INTERCREDITOR AGREEMENT (the "
Amendment ") is entered into and made effective as of this 5
th 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).
WITNESSETH :
WHEREAS, World, SRLP, the Parent and the Bank Agent have entered
into that certain Intercreditor Agreement dated September 12, 2003
(the " Intercreditor Agreement "), under which the parties
have agreed to the terms of the release of the Bank Agent's
security interest in the Private Label Assets and the allocation of
priorities in, and the enforcement of remedies with respect to, the
Stage Proceeds and with respect to the Collateral; and
WHEREAS, SRLP, the Parent and World have entered into a certain
Credit Card Portfolio Purchase and Sale Agreement dated January 9,
2004 (the " Peebles Purchase Agreement "), under which World
has agreed to purchase certain private label credit card accounts
under the name of Peebles and the receivables related thereto;
and
WHEREAS, in connection with the Peebles Purchase Agreement, the
parties hereto have agreed to amend and modify certain terms and
conditions in the Intercreditor Agreement as hereafter described in
this Amendment.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, and for other good and valuable
consideration, receipt of which is hereby acknowledged, the parties
hereby agreed as follows:
1. In Paragraph 1 of the Preliminary Statements of the
Intercreditor Agreement (the "Preliminary Statements"), the
definition of "Purchase Agreement" is deleted in its entirety and
replaced in its entirety to read as follows:
" Purchase Agreement " shall collectively mean: (i) the
Granite Purchase Agreement, as the same may be amended, modified or
supplemented from time to time, and (ii) the Peebles Purchase
Agreement, as the same may be amended, modified or supplemented
from time to time."
2. In Paragraph 2 of the Preliminary Statements, the definition of
"Program Agreement" is deleted in its entirety and replaced in its
entirety to read as follows:
" Program Agreement " shall mean that certain Amended and
Restated Private Label Credit Card Program Agreement da
