Exhibit 10.10


    
      

    


    EXHIBIT
      10.10

    


    THIRD
      AMENDMENT TO CREDIT AGREEMENT

    


    This
      Third Amendment to Credit Agreement (the “Third
      Amendment”)
      is
      made as of this 31st day of December, 2005 by and among

    


    SPECIALTY
      RETAILERS (TX) LP (f/k/a SRI 2005 (TX) LP), a Texas limited partnership, having
      its principal place of business at 10201 Main Street, Houston, Texas 77025
      (the
“Borrower”); and

    


    STAGE
      STORES, INC., a Nevada corporation, having its principal place of business
      at
      10201 Main Street, Houston, Texas 77025; and

    


    SPECIALTY
      RETAILERS, INC., a Texas corporation, having its principal place of business
      at
      10201 Main Street, Houston, Texas 77025; and

    


    SRI
      GENERAL PARTNER LLC, a Nevada limited liability company, having its principal
      place of business at 10201 Main Street, Houston, Texas 77025; and

    


    SRI
      LIMITED PARTNER LLC (f/k/a SRI 2005 LLC), a Nevada limited liability company,
      having its principal place of business at 10201 Main Street, Houston, Texas
      77025; and

    


    the
      LENDERS party hereto; and 

    


    BANK
      OF
      AMERICA, N.A. (f/k/a Fleet National Bank), as Issuing Bank, a national banking
      association having a place of business at 100 Federal Street, Boston,
      Massachusetts 02110; and

    


    FLEET
      RETAIL GROUP, LLC (f/k/a Fleet Retail Group, Inc. and Fleet Retail Finance
      Inc.), as Administrative Agent and as Collateral Agent for the Lenders, a
      Delaware limited liability company, having its principal place of business
      at 40
      Broad Street, Boston, Massachusetts 02109; and

    


    THE
      CIT
      GROUP/BUSINESS CREDIT, INC., GENERAL ELECTRIC CAPITAL CORPORATION, AND NATIONAL
      CITY BUSINESS CREDIT, INC., as Co-Documentation Agents; and

    


    WELLS
      FARGO FOOTHILL, LLC, as Syndication Agent,

    


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


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    W
      I T N E
      S S E T H:

    


    WHEREAS,
      on August 21, 2003, certain of the parties hereto, among others, entered into
      that certain Credit Agreement, as amended by that certain Limited Waiver and
      First Amendment to Credit Agreement dated as of November 4, 2003 and that
      certain Second Amendment to Credit Agreement dated as of December 31, 2004
      (as
      amended and in effect, the “Credit
      Agreement”);
      and

    


    WHEREAS,
      pursuant to that certain Joinder to Credit Agreement dated as of January 30,
      2004, Specialty Retailers (TX) LP (f/k/a SRI 2004 (TX) LP) joined the Credit
      Agreement as the Borrower thereunder, and SRI Limited Partner LLC (f/k/a SRI
      2004 LLC) joined the Credit Agreement as a Facility Guarantor thereunder;
      and

    


    WHEREAS,
      pursuant to that certain Joinder to Credit Agreement dated as of December 31,
      2004, Specialty Retailers (TX) LP (f/k/a SRI 2005 (TX) LP) joined the Credit
      Agreement as the Borrower thereunder, and SRI Limited Partner LLC (f/k/a SRI
      2005 LLC) joined the Credit Agreement as a Facility Guarantor thereunder;
      and

    


    WHEREAS,
      the Loan Parties have requested that the Agent and the Lenders modify certain
      of
      the provisions of the Credit Agreement to provide for the Agent’s and the
      Lenders’ consent to a proposed corporate restructuring as set forth
      herein.

    


    NOW,
      THEREFORE, it is hereby agreed as follows:

    


    
      	
              1.

            	
              Capitalized
                Terms.  All
                capitalized terms used herein and not otherwise defined shall have
                the
                same meaning herein as in the Credit
                Agreement.

            


    

    


    
      	
              2.

            	
              Amendments
                to Article I.  The
                provisions of Article I of the Credit Agreement are hereby amended
                by
                adding the following new definition in appropriate alphabetical order
                as
                follows:

            


    

    


    “2006
      Corporate Restructuring”
shall
      mean the transactions described on Schedule
      A
      hereto.

    


    
      	
              3.

            	
              Amendment
                to Article VI.  The
                provisions of Section 6.03(c) of the Credit Agreement are hereby
                amended
                by adding the words “and 2006 Corporate Restructuring” after the words
                “the 2005 Corporate Restructuring” in the second line
                thereof.

            


    

    


    
      	
              4.

            	
              Ratification
                of Loan Documents.  Except
                as provided herein, all terms and conditions of the Credit Agreement
                and
                of the other Loan Documents remain in full force and effect. The
                Loan
                Parties each hereby ratify, confirm, and reaffirm all of the
                representations and warranties contained
                therein.

            


    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    
      	
              5.

            	
              Conditions
                to Effectiveness.  This
                Third Amendment shall not be effective until each of the following
                conditions precedent have been fulfilled to the satisfaction of the
                Administrative Agent:

            


    

    


    
      	 	
              (a)

            	
              This
                Third Amendment shall have been duly executed and delivered by the
                respective parties hereto and, shall be in full force and effect
                and shall
                be in form and substance satisfactory to the Administrative Agent
                and the
                Required Lenders.

            


    

    


    
      	 	
              (b)

            	
              All
                limited liability company, limited partnership, corporate and shareholder
                action on the part of the Loan Parties necessary for the valid execution,
                delivery and performance by the Loan Parties of this Third Amendment
                shall
                have been duly and effectively taken and evidence thereof satisfactory
                to
                the Administrative Agent shall have been provided to the Administrative
                Agent.

            


    

    


    
      	 	
              (c)

            	
              All
                documents and other instruments necessary to evidence the 2006 Corporate
                Restructuring shall have been duly executed and delivered by the
                respective parties thereto and shall be in full force and effect
                and shall
                be in form and substance as set forth on Schedule A or in such other
                manner satisfactory to the Administrative
                Agent.

            


    

    


    
      	 	
              (d)

            	
              The
                Agent shall have received a favorable legal opinion of the Borrower’s and
                Facility Guarantors’ counsel addressed to the Agent and the other Secured
                Parties, in form and substance satisfactory to the
                Agent.

            


    

    


    
      	 	
              (e)

            	
              No
                Default or Event of Default shall have occurred and be
                continuing.

            


    

    


    
      	 	
              (f)

            	
              The
                Borrower and Facility Guarantors shall have executed such additional
                instruments, documents and agreements as the Administrative Agent
                may
                reasonably request.

            


    

    


    
      	
              6.

            	
              Miscellaneous.

            


    

    


    
      	 	
              (a)

            	
              This
                Third Amendment may be executed in several counterparts and by each
                party
                on a separate counterpart, each of which when so executed and delivered
                shall be an original, and all of which together shall constitute
                one
                instrument.

            


    

    


    
      	 	
              (b)

            	
              This
                Third Amendment expresses the entire understanding of the parties
                with
                respect to the transactions contemplated hereby. No prior negotiations
                or
                discussions shall limit, modify, or otherwise affect the provisions
                hereof.

            


    

    


    
      	 	
              (c)

            	
              Any
                determination that any provision of this Third Amendment or any
                application hereof is invalid, illegal or unenforceable in any respect
                and
                in any instance shall not effect the validity, legality, or enforceability
                of such provision in any other instance, or the validity, legality
                or
                enforceability of any other provisions of this Third
                Amendment.

            


    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    
      	 	
              (d)

            	
              The
                Loan Parties shall pay all costs and expenses of the Agent, including,
                without limitation, reasonable attorneys’ fees in connection with the
                preparation, negotiation, execution and delivery of this Third Amendment.
                

            


    

    


    
      	 	
              (e)

            	
              The
                Loan Parties warrant and represent that the Loan Parties have consulted
                with independent legal counsel of their selection in connection with
                this
                Third Amendment and is not relying on any representations or warranties
                of
                the Agents or the Lenders or their counsel in entering into this
                Third
                Amendment.

            


    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, the parties have hereunto caused this Third Amendment to be
      executed and their seals to be hereto affixed as of the date first above
      written.

    


    
      	 	
              SPECIALTY
                RETAILERS (TX) LP (f/k/a SRI 2005 (TX) LP),

            	 
	 	
              as
                Borrower 

            	 
	 	 	 	 	 
	 	
              By:
                

            	 	
              SRI
                General Partner LLC, its General Partner

            	 
	 	 	 	 	 
	 	
              By:
                

            	
              /s/ Richard
                E. Stasyszen

            	 
	 	
              Name: 
                

            	
              Richard
                E. Stasyszen

            	 
	 	
              Title: 
                

            	
              Manager

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	
              STAGE
                STORES, INC., as Facility Guarantor

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	
              By:  

            	
              /s/ Richard
                E. Stasyszen

            	 
	 	
              Name: 
                

            	
              Richard
                E. Stasyszen

            	 
	 	
              Title: 
                

            	
              Senior
                Vice President, Finance and Controller

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	
              SPECIALTY
                RETAILERS, INC., as Facility Guarantor

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	
              By:
                

            	
              /s/ Richard
                E. Stasyszen

            	 
	 	
              Name: 
                

            	
              Richard
                E. Stasyszen

            	 
	 	
              Title: 
                

            	
              Senior
                Vice President and Controller

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	
              SRI
                GENERAL PARTNER LLC , as Facility Guarantor

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	
              By:
                

            	
              /s/ Richard
                E. Stasyszen

            	 
	 	
              Name: 
                

            	
              Richard
                E. Stasyszen

            	 
	 	
              Title: 
                

            	
              Manager

            	 


    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    
      	 	
              SRI
                LIMITED PARTNER LLC, (f/k/a SRI 2005 LLC), as Facility
                Guarantor

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	
              By: 
                

            	
              /s/
                Philip B. Sears

            	 
	 	
              Name: 
                

            	
              Philip
                B. Sears

            	 
	 	
              Title: 
                

            	
              Manager

            	 


    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	 	
              FLEET
                RETAIL GROUP, LLC (f/k/a Fleet Retail Finance Inc.),

            	 
	 	
              As
                Administrative Agent, as Collateral Agent, as Swingline Lender and
                as
                Lender

            	 
	 	 	 	 	 
	 	
              By: 
                

            	
              /s/
                Daniel T. Platt

            	 
	 	
              Name: 
                

            	
              Daniel
                T. Platt

            	 
	 	
              Title: 
                

            	
              Managing
                Director

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	
              BANK
                OF AMERICA, N.A.,

            	 
	 	
              as
                Issuing Bank

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	
              By: 
                

            	
              /s/
                Daniel T. Platt

            	 
	 	
              Name: 
                

            	
              Daniel
                T. Platt

            	 
	 	
              Title: 
                

            	
              Managing
                Director

            	 


    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    
      	 	
              WELLS
                FARGO FOOTHILL, LLC,

            	 
	 	
              As
                Syndication Agent and as Lender

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	
              By: 
                

            	
              /s/
                Yelena Kravchuh

            	 
	 	
              Name: 
                

            	
              Yelena
                Kravchuh

            	 
	 	
              Title: 
                

            	
              Assistant
                Vice President

            	 


    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	 	
              THE
                CIT GROUP/BUSINESS CREDIT, INC., As Co-Documentation Agent and as
                Lender

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	
              By: 
                

            	
              /s/
                Kim Nguyen

            	 
	 	
              Name: 
                

            	
              Kim
                Nguyen

            	 
	 	
              Title: 
                

            	
              Assistant
                Vice President

            	 


    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    
      	 	
              GENERAL
                ELECTRIC CAPITAL CORPORATION,

            	 
	 	
              As
                Co-Documentation Agent and as Lender

            	 
	 	 	 	 	 
	 	
              By: 
                

            	
              /s/
                Brian P. Schwinn

            	 
	 	
              Name: 
                

            	
              Brian
                P. Schwinn

            	 
	 	
              Title: 
                

            	
              Duly
                Authorized Signatory

            	 


    


    
      
        
        

      

      
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              NATIONAL
                CITY BUSINESS CREDIT, INC. (f/k/a National City Commercial Finance,
                Inc.),

            	 
	 	
              As
                Co-Documentation Agent and as Lender

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	
              By: 
                

            	
              /s/
                Kathryn Ellero

            	
               

            
	 	
              Name: 
                

            	
              Kathryn
                Ellero

            	 
	 	
              Title: 
                

            	
              Vice
                President

            	 


    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    
      	 	
              GMAC
                COMMERCIAL FINANCE LLC,

            	 
	 	
              As
                Lender

            	 
	 	 	 	 	 
	 	
              By: 
                

            	
              /s/
                Michael Malcangi

            	 
	 	
              Name: 
                

            	
              Michael
                Malcangi

            	 
	 	
              Title: 
                

            	
              Vice
                President

            	 


    

    

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

    

    


    
      	 	
              WEBSTER
                BUSINESS CREDIT CORP., (f/k/a Whitehall Business Credit
                Corporation),

            	 
	 	
              As
                Co-Documentation Agent and as Lender

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	
              By: 
                

            	
              /s/
                Andrew D. Wierman

            	 
	 	
              Name: 
                

            	
              Andrew
                D. Wierman

            	 
	 	
              Title: 
                

            	
              Vice
                President

            	 


    


    
      
        
        

      

      
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    Schedule
      A

    


    Stage
      Stores, Inc.

    


    2006
      Corporate Restructuring

    


    The
      Corporate Restructuring will be completed pursuant to the following actions,
      which will be completed by December 31, 2005:

    


    1.    SRI
      Limited Partner LLC will form a wholly owned subsidiary in Nevada named “SRI
      2006 LLC” with the same regulations, ownership structure and manager that SRI
      Limited Partner LLC presently has.

    


    2.    SRI
      Limited Partner LLC will merge into SRI 2006 LLC with SRI 2006 LLC being the
      surviving entity. SRI 2006 LLC will change its name to SRI Limited Partner
      LLC.

    


    3.    After
      the
      restructuring the names of the entities, their jurisdictions of organization,
      and their ownership will be as they were before the restructuring as
      follows:

     

    
      	
              Name

            	
              Organization

            	
              Ownership

            
	
              Specialty
                Retailers, Inc.

            	
              Texas

            	
              Stage
                Stores, Inc.

            
	
              Specialty
                Retailers (TX) LP

            	
              Texas

            	
              SRI
                General Partner LLC

              (1%
                General Partner)

              SRI
                Limited Partner LLC (f/k/a SRI 2006 LLC)

              (99%
                Limited Partner)

            
	
              SRI
                General Partner LLC

            	
              Nevada

            	
              Specialty
                Retailers, Inc.

            
	
              SRI
                Limited Partner LLC (f/k/a 

              SRI
                2006 LLC)

            	
              Nevada

            	
              Specialty
                Retailers, Inc.

            


    

     

    
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