exh1010may32008.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
10.10

     

    AMENDMENT
TO

     

    AMENDED
AND RESTATED RECEIVABLES PURCHASE AGREEMENT

     

    This
AMENDMENT TO AMENDED AND
RESTATED RECEIVABLES PURCHASE AGREEMENT is made and entered into as of
May 15, 2008 (as it may be modified, supplemented or amended from time to
time in accordance with its terms, this “Amendment”) by and
among CATALOG RECEIVABLES
LLC, a Delaware limited liability company (the “Seller”), SPIRIT OF AMERICA, INC., a
Delaware corporation, as servicer (in such capacity, the “Servicer”), SHEFFIELD RECEIVABLES
CORPORATION, a Delaware corporation (the “Purchaser”), and
BARCLAYS BANK PLC, a
public limited company organized under the laws of England and Wales, as
administrator for the Purchaser (in such capacity, the “Administrator”).

     

    BACKGROUND

     

    WHEREAS, the Seller, the
Servicer, the Purchaser and the Administrator entered into an Amended and
Restated Receivables Purchase Agreement dated as of June 2, 2005 (as amended,
the “Existing Purchase
Agreement”), pursuant to which the Purchaser has agreed, subject to the
terms and conditions contained in the Existing Purchase Agreement, to purchase
an undivided interest in Pool Receivables from the Seller from time to time
during the term of the Existing Purchase Agreement;

     

    WHEREAS, the parties to the
Existing Purchase Agreement desire to amend the Existing Purchase
Agreement;

     

    NOW, THEREFORE, in
consideration of the premises and the mutual agreements herein contained, the
parties hereto agree as follows:

     

    SECTION
1. Defined
Terms.  Capitalized terms used in this Amendment and not
otherwise defined herein shall have the meanings assigned to them in Appendix A to the
Existing Purchase Agreement.

     

    SECTION
2. Amendments.  Appendix A to the
Existing Purchase Agreement shall be amended as follows:

     

    (a) The
definition of “Portfolio Excess Spread Amount” shall be deleted in its entirety
and replaced with the following definition:

     

    “Portfolio Excess Spread
Amount” with respect to any Due Period, shall equal the result of (a)
Finance Charge Collections during such Due Period, plus (b) investment earnings
included in Available Funds for such Settlement Date pursuant to Section
3.08(a), minus (c) the amount of Receivables which became Charged-Off
Receivables during such Due Period, minus (d) the Earned Discount, Program Fees
and Unused Program Fees accrued during such Due Period, minus (e) Servicer’s
Fees for such Due Period.

     


    
      
        
          
            	
                     
      

                  	
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    (b) The
definition of “Termination Date” shall be deleted in its entirety and replaced
with the following definition:

     

    “Termination Date”
means the earlier of

     

    (a) the
Purchase Termination Date; and

     

    (b) May 14,
2009.

     

    SECTION
3. Severability.  Any
provision of this Amendment which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions of this Amendment or affecting the validity or enforceability of such
provision in any other jurisdiction

     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

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                    Amendment
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                    Amended
      and Restated Receivables Purchase Agreement


                  


          

        

         


      

      
         


        
          

        

      

      
         


      

    


    SECTION
4. Governing
Law.  THIS
AMENDMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
NEW YORK.

     

    SECTION
5. Miscellaneous.  The
Existing Purchase Agreement, as amended hereby, remains in full force and
effect.  Any reference to the Existing Purchase Agreement from and
after the date hereof shall be deemed to refer to the Existing Purchase
Agreement as amended hereby, unless otherwise expressly stated.  This
Amendment may be executed by the parties hereto in several counterparts, each of
which shall be deemed to be an original but all of which shall constitute
together but one and the same agreement.

     

    [Remainder
of page intentionally left blank.]

     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     


    
      
        
          
            	
                     
      

                  	
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      and Restated Receivables Purchase Agreement


                  


          

        

         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
parties have caused this Amendment to be executed by their respective officers
thereunto duly authorized as of the day and year first above
written.

     

    
      	
              CATALOG RECEIVABLES
      LLC,

              as
      Seller

               

               

              By: _____________________________

              Name:  Kirk
      R. Simme

              Title:    Vice
      President

            
	 
      
	 
      
	
              SPIRIT OF AMERICA, INC.,
      as Servicer

               

               

              By:
      _____________________________

              Name:  Kirk
      R. Simme

              Title:    Vice
      President

            


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    



    
      
        
          
            	
                     
      

                  	
                    Amendment to
      

                  


          

          
            	
                     
      

                  	
                    Amended
      and Restated Receivables Purchase Agreement


                  


          

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              SHEFFIELD RECEIVABLES
      CORPORATION,

              as
      Purchaser

            
	 
      
	
              By:
      BARCLAYS BANK PLC, as attorney-in-fact

               

               

              By:
      ______________________________________

              Name:
      ____________________________________

              Title:
      _____________________________________

            
	 
      
	
              BARCLAYS BANK PLC, as
      Administrator

               

               

              By:
      ______________________________________

              Name:
      ____________________________________

              Title:
      _____________________________________

            


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    



    
      
        
          
            	
                     
      

                  	
                    Amendment to
      

                  


          

          
            	
                     
      

                  	
                    Amended
      and Restated Receivables Purchase Agreement


                  


          

        

         


      

      
         


        
          

        

      

      
         


      

    


    The
undersigned, as Guarantor under the Amended and Restated Guaranty, dated as of
June 2, 2005 (the “Guaranty”), confirms that it has reviewed and approved the
foregoing amendment and that such Guaranty remains in full force and effect
after giving effect thereto.

     

    
      	
              FASHION
      SERVICE CORP.

            
	 
      
	 
      
	
              By:_________________________________

              Name:  Kirk
      R. Simme

              Title:    Vice
      President

            


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    



    
      
        
          
            	
                     
      

                  	
                    Amendment to
      

                  


          

          
            	
                     
      

                  	
                    Amended
      and Restated Receivables Purchase Agreement