exhibit106oct302009.htm


    
      
         


      

      
         


        
          

        

      

      
         


        
          EXHIBIT
10.6

        

      

    


    THIRD AMENDMENT TO PURCHASE
AND SALE AGREEMENT

     

    THIS
THIRD AMENDMENT (this “Amendment”) dated as
of May 8, 2001, is to the Purchase and Sale Agreement, dated as of November 25,
1997 and amended by the First Amendment thereto dated as of July 22, 1999 and by
the Second Amendment thereto dated as of November 9, 2000 (the “Purchase Agreement”)
between SPIRIT OF AMERICA NATIONAL BANK, a national banking association (“Spirit”), as Seller,
and CHARMING SHOPPES RECEIVABLES CORP. (“CSRC”), as
Purchaser.  Unless otherwise defined herein, capitalized terms used
herein shall have the meanings assigned in the Purchase Agreement.

     

    W I T N E
S S E T H:

     

    WHEREAS,
Spirit and CSRC have entered into the Purchase Agreement pursuant to which
Spirit transfers Receivables to CSRC from time to time;

     

    WHEREAS,
CSRC is a party to the Second Amended and Restated Pooling and Servicing
Agreement, dated as of November 25, 1997 (as amended by the First Amendment
thereto dated as of June 22, 1999, and as amended as of the date hereof, the
“Pooling and Servicing
Agreement”), among Spirit, CSRC and First Union National Bank, as Trustee
(in such capacity, the “Trustee”), pursuant
to which CSRC transfers Receivables to the Trust from time to time;
and

     

    WHEREAS,
Spirit and CSRC desire to amend the Purchase Agreement in certain respects as
set forth herein.

     

    NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

     

    SECTION
1.                      Amendment.  Section 2.5(a) of the
Purchase Agreement is hereby amended in its entirety to read in full as set
forth below:

     

    “(a) On
any day of any Due Period, if so requested by Seller, and if such request is
permitted under Section 2.7 of the
Pooling and Servicing Agreement, the Purchaser shall require the reassignment to
it, which the Purchaser shall reassign to a Person designated by the Seller, of
all the Purchaser’s and the Trustee’s right, title and interest in, to and under
the Receivables then existing and thereafter created, all monies due or to
become due with respect thereto,  all Collections, all Recoveries,
rights, remedies, powers and privileges with respect to such Receivables, and
all proceeds of the foregoing with respect to the Accounts designated by the
Purchaser (the “Removed Accounts”),
upon satisfaction of the following conditions:

     

    (i)           the
removal of any Receivables of any Removed Accounts on any Removal Date shall
not, in the reasonable belief of the Seller, (A) cause an Early Amortization
Event to occur; or (B) result in the failure of the Purchaser to make any
payment specified in the related Supplement or Receivables Purchase Agreement
with respect to any Series;

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (ii)           on
or prior to the Removal Date, the Seller shall have delivered to the Purchaser
and the Trustee (with a copy to each Purchaser Representative) (A) for
execution, a written assignment in substantially the form of Exhibit C (the “Reassignment”), and
(B) a computer file or microfiche or written list containing a true and complete
list of all Removed Accounts identified by account number and the aggregate
amount of the Receivables in such Removed Accounts as of the Removal Cut Off
Date specified therein, which computer file or microfiche or written list shall
as of the Removal Date modify and amend and be made a part of this
Agreement;

     

    (iii)           the
Seller shall represent and warrant as of each Removal Date that (x)(i) Accounts
(or administratively convenient groups of Accounts, such as billing cycles) were
chosen for removal randomly or otherwise not on a basis intended to select
particular Accounts or groups of Accounts for any reason other than
administrative convenience 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;

     

    (iv)           the
Seller shall have provided to the Purchaser such information, certificates,
opinions and other materials as are reasonably necessary to enable the Purchaser
to satisfy its obligations under Section 2.7 of the
Pooling and Servicing Agreement with respect to such Removed
Accounts;

     

    (v)           the
Seller shall have delivered to the Purchaser, the Trustee, each Purchaser
Representative and each Enhancement Provider an Officer’s Certificate confirming
the items set forth in clauses (i) through
(iii)
above.  The Trustee may conclusively rely on such Officer’s
Certificate, shall have no duty to make inquiries with regard to the matters set
forth therein and shall incur no liability in so relying;

     

    (vi)           after
giving effect to such removal, the Seller Interest (as defined in the Pooling
and Servicing Agreement) shall be greater than or equal to zero;
and

     

    (v)           no
Early Amortization Event shall have occurred with respect to any
Series.

     

    Upon
satisfaction of the above conditions, the Purchaser shall execute and deliver
the Reassignment to the Person designated by the Seller, and the Receivables
from the Removed Accounts shall no longer be considered Receivables
hereunder.

     

    Seller
shall pay the Purchaser, for each Receivable arising in the Removed Accounts, a
reassignment price equal to the Outstanding Balance of such
Receivable.  Such payment shall be made in cash in immediately
available funds and shall be made by Seller’s deposit to the Collection Account
no later than the effectiveness of such Reassignments.”

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SECTION
2.  Amendment
Date.  This Amendment shall become effective upon the date (the
“Amendment
Date”) on which Spirit shall have received executed counterpart
signatures pages of this Amendment from each of the parties hereto and on which
the Second Amendment to the Pooling and Servicing Agreement shall become
effective.

     

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

     

    SECTION
4.  Severability.  Each
provision of this Amendment shall be severable from every other provision of
this Amendment for the purpose of determining the legal enforceability of any
provision hereof, and the unenforceability of any provision hereof, and the
unenforceability of one or more provisions of this Amendment in one jurisdiction
shall not have the effect of rendering such provision or provisions
unenforceable in any other jurisdiction.

     

    SECTION
5.  Ratification of the Purchase
Agreement.  From and after the Amendment Date, each reference
in the Purchase Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”
or words of like import, and references to the Purchase Agreement in any other
document, instrument or agreement executed and/or delivered in connection
therewith, shall, in each case, mean and be a reference to the Purchase
Agreement as amended hereby.  Except as otherwise amended by this
Amendment, the Purchase Agreement shall continue in full force and effect and is
hereby ratified and confirmed.

     

    SECTION
6.  Counterparts.  This
Amendment may be executed in one or more counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute one and the
same instrument.

     

    [Remainder
of page intentionally left blank.]

     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


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

     

    
      	
              SPIRIT
      OF AMERICA NATIONAL BANK

            
	
              By:                                                                

            
	
              Name:

            
	
              Title:

            
	
              CHARMING
      SHOPPES RECEIVABLES CORP.

            
	
              By:                                                                

            
	
              Name:

            
	
              Title: