Amendment No. Seven to Amended and Restated Private Label Credit Card Plan Agreement dated as of December 22, 2017 between Stage Stores, Inc. and Comenity Bank

    

        

THIS AMENDMENT NO. SEVEN ("Amendment No. 7") to that certain AMENDED and RESTATED PRIVATE LABEL CREDIT CARD PLAN AGREEMENT entered into as of the 8th day of August, 2012 and effective as of the 1st day of August 2012 ("Agreement") among Stage Stores, Inc. ("SSI") and Specialty Retailers, Inc. ("SRI") (with SSI and SRI hereinafter collectively referred to as "Stage") and Comenity Bank (formerly known as World Financial Network Bank) ("Bank"), is entered into by and between Bank and SSI on December 22, 2017 (“Effective Date”).

WHEREAS, Stage and Bank previously entered into the Agreement pursuant to which, among other things, Stage requested Bank to, and Bank agreed to, extend credit to qualifying individuals in the form of private label open-ended credit card accounts for the purchase of Goods and/or Services from Stage through designated Sales Channels and to issue Credit Cards to qualifying individuals under the Stage Nameplates.

WHEREAS, SRI, the wholly owned operating subsidiary of SSI and currently the employer of all Stage employees, signed the Agreement solely for purposes of Section 13.1(a) of the Agreement, thereby agreeing that the Amended and Restated Private Label Credit Card Program Agreement dated March 5, 2004 by and among SSI, SRI and Bank was terminated in its entirety upon the full execution of the Agreement and thereby terminating SRl's status as a separate party to the Agreement effective August 1, 2012.

WHEREAS, SSI and Bank entered into Amendment No. One to the Agreement effective as of February 1, 2013, Amendment No. Two to the Agreement effective as of February 13, 2014 (no longer in effect), Amendment No. Three to the Agreement effective as of May 4, 2014 (no longer in effect), Amendment No. Four to the Agreement effective as of March 28, 2016, and Amendment No. Five to the Agreement effective as of August 11, 2017.

WHEREAS, Stage and Bank now desire to amend the Agreement as set forth herein.

NOW, THEREFORE, in consideration of the terms and conditions hereof, and for other good and valuable consideration, the receipt of which is hereby mutually acknowledged by the parties, Stage and Bank agree as follows:

“3. Late Fee Waiver.    Upon request by the Cardholder, Bank will waive the otherwise applicable late fee, in whole or in part based on mutually agreed criteria, one (1) time during any consecutive eighteen (18) month period. Unless otherwise agreed by the parties, neither party shall promote to Customers this commitment made by Bank to Stage.”