exhibit101oct172007.htm


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

              

                  EXHIBIT
            10.1      
    

      

    


    
      

      

    

     

     

    CHARMING
      SHOPPES RECEIVABLES CORP.

     

    Seller
      and Holder of the Exchangeable Seller Certificate

     

    SPIRIT
      OF
      AMERICA, INC.

     

    Servicer

     

    and

     

    U.S.
      BANK
      NATIONAL ASSOCIATION

     

    Trustee

     

    Charming
      Shoppes Master Trust

     

                                          

     

    AMENDMENT

     

    Dated
      as
      of October 17, 2007

     

    to

     

    SECOND
      AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT

     

    Dated
      as
      of November 25, 1997

     

    (as
      amended on July 22, 1999, May 8, 2001, August 5, 2004 and March 18,
      2005)

     

     

     

    
      

      

    


    
      
              

                                                       
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    THIS
      AMENDMENT, dated as of October 17, 2007 (this “Amendment”) is to the
      Second Amended and Restated Pooling and Servicing Agreement, dated as of
      November 25, 1997, as amended as of July 22, 1999, as of May 8, 2001, as of
      August 5, 2004 and as of March 18, 2005 (the “Agreement”) each by and
      among Charming Shoppes Receivables Corp., as seller (the “Seller”) and as
      Holder of the Exchangeable Seller Certificate, Spirit of America, Inc., as
      servicer (the “Servicer”), and U.S. Bank National Association, as trustee
      (the “Trustee”).  Any capitalized term not herein defined shall
      have the meaning assigned to it in the Agreement.

     

    WHEREAS,
      the Seller, the Holder of the Exchangeable Seller Certificate, the Servicer
      and
      the Trustee desire to amend the Agreement in certain respects as set forth
      herein;

     

    WHEREAS,
      notice of this amendment and a copy of the form of this Amendment has been
      given
      to each Purchaser Representative at least ten Business Days prior to the date
      hereof;

     

    WHEREAS,
      an Opinion of Counsel for the Seller has been delivered to the Trustee and
      each
      Purchaser Representative pursuant to Section 13.1(a) of the
      Agreement;

     

    WHEREAS,
      each Rating Agency has notified the Seller, the Servicer and the Trustee in
      writing that the amendment provided herein shall not result in a reduction
      or
      withdrawal of the rating of any outstanding Series or Class as to which it
      is a
      Rating Agency;

     

    NOW
      THEREFORE, the Agreement is hereby amended in the following manner:

     

    SECTION
      1.  Amendments.

     

    (a)  Section
      1.1 of the Agreement is hereby amended as follows:

     

    (i)  by
      adding
      the following definitions in the appropriate alphabetical order:

     

    “Acquired
      Portfolio” shall mean a portfolio of Accounts acquired by the Originator
      after September 1, 2007 from any Person (or group of affiliated Persons)
      that is not, as of September 1, 2007, an Affiliate of Charming Shoppes,
      Inc.

     

    “Affiliated
      Brand” means any brand name or trademark now owned or licensed or hereafter
      developed, licensed or acquired by Charming Shoppes, Inc. or its present or
      future Affiliates, which is used primarily for women’s apparel sales; it being
      understood and agreed that as of the date hereof “Affiliated Brand” includes,
      but is not limited to, Fashion Bug, Fashion Bug Plus, Lane Bryant, Lane Bryant
      Outlet, Lane Bryant Woman, Lane Bryant Catalog, Cacique, Petite Sophisticate,
      Petite Sophisticate Outlet, Figure Magazine, Catherines and Catherines Plus
      Sizes.

     

    “Co-Brand
      Percentage” shall mean, at any time, 10% or such higher percentage as the
      Servicer shall have designated in a written notice to the Trustee;
provided that Standard & Poor’s shall have notified the Seller or the
      Servicer in writing that increasing such percentage will not result in a
      reduction or withdrawal of its rating on any outstanding

     


    
      
        
          1

          Charming
            Shoppes Amendment to

          Second
            Amended and Restated Pooling

          and
            Servicing Agreement

           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Investor
      Certificates and the Servicer shall have provided a copy of such notice to
      the
      Trustee.

     

    (ii)  by
      deleting the definition of “Co-Branded Program” in its entirety and
      substituting the following therefor:

     

    “Co-Branded
      Program” means a program of the Originator to originate charges on a general
      purpose credit card, including without limitation a card under the Visa®,
      MasterCard®, American Express® or Discover® systems, which credit card may be
      co-branded with one or more Affiliated Brands as specified in the Cardholder
      Guidelines.

     

    (iii)  by
      deleting the definition of “Corporate Trust Office” in its entirety and
      substituting the following therefor:

     

    “Corporate
      Trust Office” shall mean the principal office of the Trustee at which at any
      particular time its corporate trust business shall be administered, which office
      as of October 17, 2007 is located at EP-MN-WS3D, 60 Livingston Avenue, St.
      Paul,
      Minnesota 55107, Attention:  Structured Finance/Charming Shoppes
      Series 2007-1.

     

    (iv)  by
      deleting Section 1.1.2 of the definition of “Eligible Account” in
      its entirety and substituting the following therefor:

     

    1.1.2                      which
      has been originated in connection with the extension of credit through a
      Specified Program to an Obligor whose application for the extension of credit
      was processed through the Originator or an Affiliate of the Originator or which
      has been acquired by the Originator from a third party and determined by the
      Originator to be in compliance with the Cardholder Guidelines, including those
      relating to the extension of credit; providedthat:

     

    
      	
               

            	
              (A)

            	
              an
                Account originated in a Specified Program other than a Private Label
                Program or a Co-Branded Program shall be an Eligible Account only
                if at or
                prior to the designation of such Account to the Trust the Rating
                Agency
                Condition has been satisfied with respect to the inclusion of Accounts
                from such Specified Program;

            


    

     

    
      	
               

            	
              (B)

            	
              if
                Standard & Poor’s has rated any outstanding Series, an Account
                originated in a Co-Branded Program shall be an Eligible Account only
                if,
                at the time such Account is designated as an Additional Account and
                after
                giving effect to such designation, the aggregate amount of Principal
                Receivables arising in Accounts generated under a Co-Branded Program
                as of
                the related Addition Cut-Off Date does not exceed the Co-Brand Percentage
                of the aggregate Principal Receivables in all Accounts, as of the
                last day
                of the most recent Due Period; and

            


    

     

    
      	
               

            	
              (C)

            	
              an
                Account originated in an Acquired Portfolio shall be an Eligible
                Account
                only if at or prior to the designation of such Account to the Trust
                the
                Rating

            


    

     


    
      
        
          2

          Charming
            Shoppes Amendment to

          Second
            Amended and Restated Pooling

          and
            Servicing Agreement

           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              Agency
                Condition has been satisfied with respect to the inclusion of Accounts
                from such Acquired Portfolio.

            


    

     

    (v)  by
      deleting Section 1.1.4 of the definition of “Eligible Account” in
      its entirety and substituting the following therefor:

     

    1.1.4                      the
      Obligor on which has provided, as its most recent billing address, an address
      which is located in the United States, a U.S. Territory or a U.S. Military
      P.O.
      Box outside the United States; provided, that an Account, the Obligor on
      which has provided, as its most recent billing address, an address which is
      located in Canada or Mexico shall be an Eligible Account, but only to the extent
      that the aggregate amount of Principal Receivables in all such Accounts shall
      be
      less than 1.0% of the aggregate Principal Receivables of all Accounts averaged
      as of the last day of the two most recent consecutive Due Periods; and
provided, further, that the Receivables of any such Account
      constituting any such excess over such 1.0% threshold shall not be treated
      as
      Receivables for purposes of calculating the Seller Interest, the Aggregate
      Minimum Seller Interest or Minimum Aggregate Principal Receivables or the
      Investor/Purchaser Percentage of any Series;

     

    (vi)  by
      (A)
      deleting the word “or” at the end of clause (v) of the definition of
“Permitted Investments,” (B) renumbering clause (vi) of such
      definition to be clause (vii) thereof, and (C) adding the following new
clause (vi) to such definition:

     

    (vi)           a
      money market fund or a qualified investment fund rated “AAAm” or “AAAm-G” by
      Standard & Poor’s and in the highest long-term rating category of Moody’s
      (including funds for which the Trustee or any of its Affiliates is investment
      manager or advisor); or

     

    (vii)  by
      deleting the definition of “Private Label Program” in its entirety and
      substituting the following therefor:

     

    “Private
      Label Program” means the Originator’s program of originating private label
      credit card receivables primarily from sales at stores, catalogs and/or
      e-commerce websites associated with one or more Affiliated Brands, as specified
      in the Cardholder Guidelines.

     

    (viii)  by
      deleting the definition of “Unaffiliated Retailer Program” in its
      entirety and substituting the following therefor:

     

    “Unaffiliated
      Retailer Program” means a credit card program of the Originator to allow
      holders of any private label credit card associated with one or more of its
      Affiliated Brands to use the card at certain unaffiliated retail locations,
      as
      specified in the Cardholder Guidelines.

     

    (b)  Section
      2.7(b) of the Agreement is hereby amended as follows:

     

    (i)  by
      deleting clause (iii) thereof and substituting the following
      therefor:

     


    
      
        
          3

          Charming
            Shoppes Amendment to

          Second
            Amended and Restated Pooling

          and
            Servicing Agreement

           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (iii)           the
      Seller shall represent and warrant as of each Removal Date that (x)(i) Accounts
      were chosen for removal randomly and (ii) no selection procedure was used by
      the
      Seller which is materially adverse to the interests of the Investor
      Certificateholders or any Receivables Purchasers or any Enhancement Provider
      or
      (y) Accounts were selected because of a third-party cancellation, or expiration
      without renewal, of an affinity or private-label arrangement;

     

    (ii)  by
      adding
      the following at the end of such section:

     

    Notwithstanding
      the foregoing, any Account that (A) has a Receivables balance equal to zero,
      (B)
      contains no Receivables which have been charged off as uncollectible in
      accordance with the Servicer’s customary and usual manner for charging off such
      Accounts, (C) has been irrevocably closed in a manner consistent with the
      Servicer’s customary and usual procedures for closing revolving credit card
      accounts and (D) has been determined to be inactive may be removed without
      satisfying the requirements set forth in this Section.

     

    (c)  Section
      13.1(b) of the Agreement is hereby amended to add the following after the
      end of the first sentence thereof:

     

    Notwithstanding
      the foregoing, no amendment described in this Section 13.1(b) shall
      become effective if it would cause the Trust to fail to be a QSPE unless the
      Holders of Investor Certificates evidencing Undivided Trust Interests
      aggregating not less than 66 2/3 of the Investor Interest of each outstanding
      Series have expressly agreed (which agreement may be in the form of an amendment
      to this Agreement) that the Trust need not be a QSPE.

     

    (d)  Section
      13.1 of the Agreement is hereby amended to add the following new clause (h)
      after clause (g) thereof:

     

    (h)           The
      Trustee shall be entitled to conclusively rely on the Servicer’s determination
      that an amendment described in this Section 13 will not cause the Trust
      to fail to be a QSPE, which determination shall be evidenced by the Servicer’s
      execution of such amendment.

     

    SECTION
      2.  Consent
      to Execution of the Consent to Purchase and Sale Agreement.  The
      parties hereto consent to the execution of that certain Consent to Purchase
      and
      Sale Agreement, of even date herewith, in the form attached hereto as Exhibit
      A.

     

    SECTION
      3.  Agreement
      in Full Force and Effect as Amended.  In all other respects the
      Agreement is confirmed and ratified and shall continue in full force and
      effect.  Henceforth, references in the Agreement to “the Agreement,”
“this Agreement,” “hereof,” “hereto” or words of similar import shall in each
      case be deemed to refer to the Agreement as hereby amended.

     


    
      
        4

          Charming
            Shoppes Amendment to

          Second
            Amended and Restated Pooling

          and
            Servicing Agreement

           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SECTION
      4.  Effectiveness.  The
      amendment provided for by this Amendment shall become effective on the date
      first set forth above; provided that on or prior to such date the Trustee
      shall have received counterparts of this Amendment, duly executed by the parties
      hereto.

     

    SECTION
      5.  Counterparts.  This
      Amendment may be executed in any number of counterparts and by separate parties
      hereto on separate counterparts, each of which when executed shall be deemed
      an
      original, but all such counterparts taken together shall constitute one and
      the
      same instrument.

     

    SECTION
      6.  Governing
      Law.  THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE
      LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAWS
      PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
      SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     


    
      
        
          5

          Charming
            Shoppes Amendment to

          Second
            Amended and Restated Pooling

          and
            Servicing Agreement

           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Seller, the Holder of the Exchangeable Seller Certificate,
      the Servicer and the Trustee have caused this Amendment to be duly executed
      by
      their respective officers as of the day and year first above
      written.

     

     

                                            CHARMING
      SHOPPES
      RECEIVABLES CORP.,

                                            Seller
      and Holder of
      the Exchangeable Seller Certificate

    


    


                                           By:___________________________________________

                                            Name:  Kirk
      R. Simme

                                            Title:  Vice
      President

    


     

    


     

                                            SPIRIT
      OF AMERICA,
      INC.,

                                            Servicer

    


    


                                            By:__________________________________________

                                            Name:  Kirk
      R. Simme

                                            Title:  Vice
      President

    


     

    


     

                                            U.S.
      BANK NATIONAL
      ASSOCIATION,

                                            not
      in its individual
      capacity but solely as the

                                            Trustee
      for CHARMING
      SHOPPES MASTER TRUST

    


    


                                            By:_________________________________________

                                            Name:

                                            Title:

     

     

     

     

    
 

    
      
        
          S-1

          Charming
            Shoppes Amendment to

          Second
            Amended and Restated Pooling

          and
            Servicing Agreement

           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


                                            The
      undersigned
      hereby consent to the above Amendment to

                                            Second
      Amended and Restated Pooling
      and Servicing 

                                            Agreement:

    


                                            CLIPPER
      RECEIVABLES
      COMPANY, LLC, as Class 

                                            C Holder
      and as Class
      D-1
      Holder for the Series 2004-1

    


    


                                            By:__________________________________________  

                           
 
      Name:

                                            Title:

    


                                            STATE
      STREET GLOBAL
      MARKETS, LLC,

                                            as
      successor to State
      Street Capital Corporation, as

                                           Administrator
      for Clipper
      Receivables Company, LLC

    


    


                                            By:___________________________________________

                                            Name:

                                            Title:

    


                                            BARCLAYS
      BANK
      PLC,

                                            as
      Administrator for
      Sheffield Capital Corporation under the

                                            Series
      2004-VFC

    


    


                                            By:__________________________________________

                                            Name:

                                            Title:


    
      
        
          S-2

          Charming
            Shoppes Amendment to

          Second
            Amended and Restated Pooling

          and
            Servicing Agreement

           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    CONSENT
      TO PURCHASE AND SALE AGREEMENT

    


    [Attached.]

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    CONSENT

    Dated
      as
      of October 17, 2007

    to

    PURCHASE
      AND SALE AGREEMENT

    Dated
      as
      of November 25, 1997

    


    THIS
      CONSENT to PURCHASE AND SALE AGREEMENT (“Consent”) is entered into as of
      October 17, 2007 by and between SPIRIT OF AMERICA NATIONAL BANK (“Bank”),
      a national banking association, as Seller, and CHARMING SHOPPES RECEIVABLES
      CORP. (“CSRC”), a Delaware corporation, as Purchaser.  Each
      capitalized term used but not defined herein has the meaning ascribed thereto
      in
      the Purchase and Sale Agreement, dated as of November 25, 1997 (as amended
      on
      July 22, 1999, November 9, 2000 and May 8, 2001, and as the same may be amended,
      restated, supplemented or otherwise modified from time to time, the “Purchase
      and Sale Agreement”), by and between Bank and CSRC, or, if not defined
      therein, in that certain Second Amended and Restated Pooling and Servicing
      Agreement, dated as of November 25, 1997 (as amended on July 22, 1999, May
      8,
      2001, August 5, 2004 and March 18, 2005, and on the date hereof, the “Pooling
      and Servicing Agreement”) among Spirit of America, Inc., as Servicer, CSRC, as
      Seller, and U.S. Bank National Association, as Trustee
      (“Trustee”).

     

    PRELIMINARY
      STATEMENTS

     

    A.        Bank
      wishes to obtain certain consents, and CSRC is willing to extend such waivers
      and consents on the terms and subject to the conditions set forth in this
      Consent.

     

    B.        In
      consideration of the foregoing, and other good and valuable consideration,
      the
      receipt and sufficiency of which are hereby acknowledged, the parties hereto
      hereby agree as follows:

     

    C.        The
      Bank expects to acquire from World Financial Network National Bank
      (“WFN”), and to convey to CSRC, Receivables and Related Assets which
      arise under a portfolio of proprietary credit cards used primarily at Lane
      Bryant® stores (the “Lane Bryant Portfolio”)  The purchase
      price paid by the Bank to WFN at the closing is subject to adjustment to take
      into account differences in account balances between the actual account balances
      and the closing date estimate thereof, as provided in the Bank’s purchase
      agreement with WFN (the “WFN Agreement”).  The parties hereto
      desire to take such adjustment into account in the purchase price paid by CSRC
      to the Bank for the Lane Bryant Portfolio.

     

      Consents
      in respect of the Purchase and Sale Agreement.  Effective as of
      the date hereof, subject to the satisfaction of the condition precedent set
      forth in Section 2 below, the Purchase and Sale Agreement is hereby
      modified pursuant to the following consents:

     

    The
      Bank
      is hereby permitted to make adjustments (the “Lane Bryant Adjustments”)
      to the Purchase Price for the Lane Bryant Portfolio concurrently with the
      corresponding adjustment under the WFN Purchase Agreement, in an amount equal
      to
      any amount payable by Bank to WFN, or by WFN to the Bank with respect to the
      adjustment to the purchase price for the Lane Bryant Portfolio paid by the
      Bank
      to WFN (the “WFN Adjustment”).  Promptly upon determination of
      such WFN Adjustment, CSRC shall pay to the Bank, an amount equal to the WFN
      Adjustment, if any, payable by the Bank to WFN. On the date of the WFN
      Adjustment, the Bank shall pay to CSRC an amount equal to the WFN Adjustment,
      if
      any, paid by WFN to the Bank.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    On
      the
      Distribution Date following any Lane Bryant Adjustment, CSRC and the Bank agree
      to settle the amount due under such Lane Bryant Adjustment, either from CSRC
      to
      the Bank, or from the Bank to CSRC, as applicable, in full in cash.

     

      Condition
      Precedent.  This Consent shall become effective and be deemed
      effective as of the date first above written upon the following conditions
      precedent:

     

    Delivery
      of an Opinion of Counsel meeting the requirements of Section 7.1(a) of the
      Purchase and Sale Agreement; and

     

    Receipt
      by the Trustee of fully executed copies of this Consent and that certain
      Amendment to the Pooling and Servicing Agreement, of even date
      herewith.

     

      Reference
      to and Effect on the Purchase and Sale Agreement.

     

    Upon
      the
      effectiveness of this Consent, each reference in the Purchase and Sale Agreement
      to “this Agreement,” “hereunder,” “hereof,” “herein,” “hereby” or words of like
      import shall mean and be a reference to the Purchase and Sale Agreement as
      modified hereby, and each reference to the Purchase and Sale Agreement in any
      other document, instrument or agreement executed and/or delivered in connection
      with the Purchase and Sale Agreement shall mean and be a reference to the
      Purchase and Sale Agreement as modified hereby.

     

    Except
      as
      specifically modified hereby, the Purchase and Sale Agreement and the 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.

     

      GOVERNING
      LAW.  THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE
      LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAWS
      PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
      SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

     

      Execution
      in Counterparts.  This Consent may be executed in any number of
      counterparts and by different parties hereto in separate counterparts, each
      of
      which when so executed and delivered shall be deemed to be an original and
      all
      of which taken together shall constitute but one and the same instrument. A
      facsimile copy of a signature hereto shall have the same effect as the original
      thereof.

     

      Headings.  Section
      headings in this Consent are included herein for convenience of reference only
      and shall not constitute a part of this Consent for any other
      purpose.

     

    


     

    



    
      
        
        

      

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

     

                                            CHARMING
      SHOPPES
      RECEIVABLES CORP.,

                                            as
      Purchaser

    


                                            By:_________________________________________

                                            Name:  Kirk
      R. Simme

                                            Title:  Vice
      President

    


    


                                            SPIRIT
      OF AMERICA
      NATIONAL BANK, as Seller

    


                                            By:________________________________________

                                            Name:  Kirk
      R. Simme

                                            Title:    President


    
      
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