exhibit105oct302009.htm


    
      
         


      

      
         


        
          

        

      

      
         


        
          EXHIBIT
10.5

        

      

    


    SECOND AMENDMENT TO PURCHASE
AND SALE AGREEMENT

     

    THIS
SECOND AMENDMENT (this “Amendment”) dated as
of November 9, 2000, 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
(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 Pooling and Servicing Agreement pursuant to which CSRC
transfers Receivables to the Trust from time to time and Spirit acts as
Servicer; and

     

    WHEREAS,
Spirit and CSRC desire to amend the Purchase Agreement to clarify the intended
treatment of the transfers thereunder.

     

    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 1.1(d) of the
Purchase Agreement is hereby amended by adding the following sentence to the
beginning of the second paragraph thereof:

     

    “The
parties hereto intend to treat, and hereby agree to so treat, the transfers of
Accounts and Related Assets by the Seller to the Purchaser pursuant to this
Agreement as  sales, and not secured borrowings, for accounting
purposes under generally accepted accounting principles in effect in the United
States from time to time.”

     

    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.

     

    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.  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
5.  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.

     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    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: