exh1011may32008.htm


    
      
         


      

      
         


        
          

        

      

      
         


        
          EXHIBIT
10.11

        

      

    


    As of May 16, 2008

     

    


     

    Charming
Shoppes Receivables Corp.

    3411
Silverside Road

    Wilmington,
Delaware 19810

     

    Spirit of
America, Inc.

    1103
Allen Drive

    Milford,
Ohio 45150

     

    
      	
               
      

            	
              Re:

            	
              Charming Shoppes Master Trust Class A
      Floating Rate Asset Backed
      Certificates, Series
1999-2

            


    

     

    Ladies
and Gentlemen:

     

    Reference
is made to the Certificate Purchase Agreement, dated as of May 28, 1999 (as
amended prior to the date hereof and as it may be amended or otherwise modified
from time to time, the “Certificate Purchase
Agreement”), among Charming Shoppes Receivables Corp., as the Seller and
as the Class B Purchaser, Spirit of America, Inc., as the Servicer, Clipper
Receivables Company, LLC, as the Class A Purchaser, and State Street Global
Markets, LLC, as Administrator for the Class A Purchaser.  Capitalized
terms used in this letter and not defined herein shall have the meanings
assigned thereto in the Certificate Purchase Agreement.

     

    Each of
CSRC, the Class A Purchaser and the Administrator agrees that clause (i) of the
definition of “Purchase Expiration Date” set forth in Section 1.01 of the
Certificate Purchase Agreement is hereby amended in its entirety to read as
follows: “(i) July 16, 2008, and”.

     

    Upon the
execution of this letter agreement, each reference in the Agreement and each
other Series Document to “this Agreement” or the “Certificate Purchase
Agreement” or references of like import shall mean and be a reference to the
Certificate Purchase Agreement as amended hereby. Except as specifically amended
above, the Certificate Purchase Agreement and all other documents, instruments
and agreements executed and/or delivered in connection therewith shall remain in
full force and effect and are hereby ratified and confirmed.

     

    This
letter agreement shall be binding upon and inure to the benefit of each of the
parties hereto and their respective successors and assigns.  This
letter agreement shall be governed by, and construed in accordance with, the
internal laws of the State of New York, without regard to its principles of
conflicts of laws.  This letter may be executed by the different
parties on different counterparts, each of which shall constitute an original,
but all of which together shall constitute one and the same
agreement.

     

    


     

    


     

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Please
indicate your acceptance of the terms of this letter agreement by signing a copy
thereof where indicated below and returning it to my attention.

     

    
      	
              Sincerely
      yours,

            
	 
      
	
              CLIPPER
      RECEIVABLES COMPANY, LLC,

            
	
              as
      the Class A Purchaser

            
	 
	 
	
              By:  __________________________________                                                           

            
	
              Name:  R.
      Douglas Donaldson

            
	
              Title:    Treasurer

            
	 
      
	 
      
	
              STATE
      STREET GLOBAL MARKETS, LLC,

            
	
              as
      the Administrator

            
	 
	 
	
              By: ___________________________________                                                            

            
	
              Name:  Thomas
      Loughlin

            
	
              Title:    Senior
      Vice President

            


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    



    
      
        
          
            	 
      	
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              CHARMING
      SHOPPES RECEIVABLES CORP.,

            
	
              as
      the Seller and as the Class B Purchaser

            
	 
	 
	
              By: ______________________________________                                                            

            
	
              Name:  Kirk
      R. Simme

            
	
              Title:    Vice
      President

            
	 
      
	
              SPIRIT
      OF AMERICA, INC.

            
	
              as
      the Servicer

            
	 
	 
	
              By: ______________________________________                                                            

            
	
              Name:  Kirk
      R. Simme

            
	
              Title:    Vice
      President

            


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    



    
      
        
          
            	 
      	
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              Acknowledged
      and Agreed:

            
	 
      
	
              STATE
      STREET BANK & TRUST COMPANY,

            
	
              as
      Liquidity Agent and Purchaser

            
	 
      
	 
      
	
              By: ____________________________________                                                                          

            
	
              Name:  Thomas
      Loughlin

            
	
              Title:    Vice
      President

            
	 
	 
      
	
              By: ____________________________________                                                                          

            
	
              Name:

            
	
              Title:

            


    

    



    
      
        
          
            	 
      	
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