First Amendment to Amended and Restated Credit Agreement dated as of July 24, 2013, by and among Specialty Retailers, Inc., as Borrower, Stages Stores, Inc. and Specialty Retailers (TX) LLC, as Facility Guarantors, the Lenders Party thereto, and Bank of America, N.A., as Administrative Agent and as Collateral Agent

This First Amendment to Amended and Restated Credit Agreement (the “First Amendment”) is made as of the 24^th day of July, 2013, by and among:

SPECIALTY RETAILERS, INC., a Texas corporation (the “Borrower”);

the FACILITY GUARANTORS now or hereafter party hereto;

the LENDERS party hereto, and

BANK OF AMERICA, N.A., a national banking association having a place of business at 100 Federal Street, Boston, Massachusetts 02110, as Administrative Agent and Collateral Agent (in such capacity, the “Agent”),

 

in consideration of the mutual covenants herein contained and benefits to be derived herefrom.

WHEREAS, the Borrower, the Facility Guarantors, the Lenders party thereto, and the Agent, among others, have entered into an Amended and Restated Credit Agreement dated as of June 30, 2011 (as amended and in effect, the “Credit Agreement”); and

WHEREAS, the Borrower, the Facility Guarantors, the Agent and the Lenders have agreed to amend certain provisions of the Credit Agreement, on the terms and conditions set forth herein.

NOW THEREFORE, it is hereby agreed as follows:

warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except in the case of any representation and warranty qualified by materiality, which is true and correct in all respects) as of such earlier date (it being understood and agreed that the representations referred to in Schedules 3.05(c)(i), 3.05(c)(ii) and 3.13 to the Credit Agreement were made as of the Effective Date).

“The Borrower shall pay to the Administrative Agent for the account of the Lenders, a commitment fee (the “Commitment Fee”) equal to 0.25% per annum on the basis of actual days elapsed in a year of 360 days multiplied by the average daily balance of the Unused Commitment during the period commencing on and including the Effective Date and ending on but excluding the Termination Date. Upon the occurrence of an Event of Default, at the option of the Administrative Agent or at the direction of the Required Lenders, the Commitment Fee shall be determined at the rate set forth in Section 2.11. The Commitment Fee so accrued in any calendar quarter shall be payable on the first day of the next calendar quarter, in arrears, except that all Commitment Fees so accrued as of the Termination Date shall be payable on the Termination Date. The Administrative Agent shall pay the Commitment Fee to the Lenders based upon their Commitment Percentage.”

PRINCIPLES THEREOF, BUT INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed as of the date first above written.