EXHIBIT 10.1.17


                         CERTIFICATE PURCHASE AGREEMENT



                                      among



                       CHARMING SHOPPES RECEIVABLES CORP.
                     as Seller and as the Class B Purchaser,



                             SPIRIT OF AMERICA, INC.
                                  as Servicer,



                       SHEFFIELD RECEIVABLES CORPORATION,
                            as the Conduit Purchaser,



                                       and



                                BARCLAYS BANK PLC
                   as Administrator for the Conduit Purchaser.



                          dated as of January 21, 2004





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                             Table of Contents                             Page



ARTICLE I   DEFINITIONS.......................................................1

    Section 1.01.    Certain Defined Terms....................................1

    Section 1.02.    Other Definitional Provisions............................6

ARTICLE II  PURCHASE AND SALE.................................................6

    Section 2.01.    Purchase and Sale of the Certificates....................6

    Section 2.02.    Class A Incremental Fundings.............................7

    Section 2.03.    Class B Incremental Fundings.............................8

    Section 2.04.    Reduction or Increase of Maximum Funded Amounts..........9

    Section 2.05.    Calculation of the Certificate Rates....................10

ARTICLE III CLOSING..........................................................11

    Section 3.01.    Closing.................................................11

    Section 3.02.    Transactions to be Effected at the Closing..............11

ARTICLE IV  CONDITIONS PRECEDENT TO PURCHASE ON THE CLOSING DATE.............11

    Section 4.01.    Performance by the Seller and Servicer..................11

    Section 4.02.    Representations and Warranties..........................11

    Section 4.03.    Corporate Documents.....................................11

    Section 4.04.    [reserved]..............................................11

    Section 4.05.    Opinions of Counsel to the Trustee......................11

    Section 4.06.    Financing Statements....................................12

    Section 4.07.    Ratings.................................................12

    Section 4.08.    Documents...............................................12

    Section 4.09.    No Actions or Proceedings...............................12

    Section 4.10.    Approvals and Consents..................................12

    Section 4.11.    Officer's Certificate...................................12

    Section 4.12.    Other Documents.........................................12

    Section 4.13.    Fees....................................................12

ARTICLE V   REPRESENTATIONS AND WARRANTIES OF SELLER AND SERVICER............13

    Section 5.01.    Representations and Warranties of the Seller............13

    Section 5.02.    Representations and Warranties of the Servicer..........14

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ARTICLE VI  REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE PURCHASER.....16

    Section 6.01.    Organization............................................16

    Section 6.02.    Authority, etc..........................................16

    Section 6.03.    Securities Act..........................................16

    Section 6.04.    Investment Company Act..................................17

ARTICLE VII COVENANTS OF THE SELLER AND THE SERVICER.........................17

    Section 7.01.    Rating of Class A Certificates or Notes.................17

    Section 7.02.    Information.............................................17

    Section 7.03.    Access to Information...................................18

    Section 7.04.    Security Interests; Further Assurances..................18

    Section 7.05.    Covenants...............................................18

    Section 7.06.    Amendments..............................................18

    Section 7.07.    Cardholder Guidelines...................................18

ARTICLE VIII ADDITIONAL COVENANTS............................................19

    Section 8.01.    Legal Conditions to Closing.............................19

    Section 8.02.    Transfer Restrictions...................................19

    Section 8.03.    Consents, etc...........................................19

ARTICLE IX  INDEMNIFICATION..................................................19

    Section 9.01.    Indemnification by the Seller...........................19

    Section 9.02.    Procedure...............................................20

    Section 9.03.    Defense of Claims.......................................20

    Section 9.04.    Increased Cost and Reduced Return.......................21

    Section 9.05.    Other Expenses..........................................22

ARTICLE X   MISCELLANEOUS....................................................23

    Section 10.01.   Amendments..............................................23

    Section 10.02.   Notices.................................................23

    Section 10.03.   No Waiver; Remedies.....................................23

    Section 10.04.   Binding Effect; Assignability...........................23

    Section 10.05.   Provision of Documents and Information..................24

    Section 10.06.   GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL.......24

    Section 10.07.   No Proceedings..........................................25

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    Section 10.08.   Execution in Counterparts...............................25

    Section 10.09.   No Recourse.............................................25

    Section 10.10.   Survival................................................25

    Section 10.11.   Tax Characterization....................................25

    Section 10.12.   Tax Non-Confidentiality.................................25

EXHIBIT A  Form of Notice of Incremental Funding
EXHIBIT B  Form of Investment Letter

SCHEDULE I  Addresses for Notices



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     This CERTIFICATE PURCHASE AGREEMENT (this "Agreement") dated as of January
21, 2004, is among CHARMING SHOPPES RECEIVABLES CORP., a Delaware corporation as
seller, (in such capacity, the "Seller") and as Class B Purchaser, (in such
capacity, the "Class B Purchaser"), SPIRIT OF AMERICA, INC., a Delaware
corporation (the "Servicer"), SHEFFIELD RECEIVABLES CORPORATION, a Delaware
corporation (the "Conduit Purchaser") and BARCLAYS BANK PLC, a bank organized
under the laws of England and Wales, as administrator for the Conduit Purchaser
(in such capacity, the "Administrator").

The parties hereto agree as follows:

                                   ARTICLE I

                                   DEFINITIONS

     Section 1.01.  Certain Defined Terms. Capitalized terms used herein
without definition shall have the meanings set forth in the Pooling and
Servicing Agreement (as defined below) or the Supplement (as defined below), as
applicable. If a term used herein is defined both in the Pooling and Servicing
Agreement and the Supplement, it shall have the meaning set forth in the
Supplement. Additionally, the following terms shall have the following meanings:

     "Act" means the Securities Act of 1933, as amended.

     "Administrator" is defined in the preamble.

     "Agent" means Administrator as agent for the Conduit Purchaser and the
Liquidity Providers.

     "Agreement" is defined in the preamble.

     "Alternate Rate" means for any day falling in any Interest Period, the per
annum rate equal to the higher of (a) the rate of interest announced by Barclays
Bank PLC at its principal office located in New York, New York, as its prime
commercial lending rate for such day and (b) the sum of (i) the Federal Funds
Rate for such day and (ii) 0.50%.

     "Applicable Margin" is defined in the Fee Letter.

     "Bank Rate" means, for any day falling in any Interest Period, an interest
rate per annum equal to the Eurodollar Rate for that Interest Period plus the
Applicable Margin, except that the Bank Rate shall equal the Alternate Rate plus
the Applicable Margin (i) as to any day falling in any Interest Period if the
Administrator does not receive notice or determine, by no later than 12:00 noon
(New York City time) on the third Business Day prior to such day that the Bank
Rate shall apply on such day, (ii) as to any day falling in any Interest Period,
if the Administrator has determined that for any reason it is not legally
permissible or commercially practicable for any Liquidity Provider to fund its
investment in the Class A Certificates by purchasing dollar deposits in the
London interbank market, (iii) as to any day falling in any Interest Period to
the extent that the portion of the Class A Funded Amount to be funded at the
Bank Rate on such day is less than $1,000,000, or (iv) if elected by the Seller
by notice delivered to the Administrator no



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later than 12:00 noon (New York City time) on the third Business Day prior to
the first day of the Interest Period in which such day falls.

     "Class A Additional Amounts" means all amounts owed by the Seller pursuant
to Article IX hereof plus any Breakage Payments owed to any Purchasers pursuant
to Section 4.6(c) of the Supplement.

     "Class A Certificates" means the Class A Floating Rate Asset Backed
Certificates, Series 2004-VFC to be issued by the Trust pursuant to the Pooling
and Servicing Agreement and the Supplement, evidencing undivided beneficial
interests in certain assets of the Trust.

     "Class B Certificate Rate" means, for each Interest Period, a per annum
rate equal to 0.25% per annum in excess of the Class A Certificate Rate for such
Interest Period.

     "Class B Purchaser" is defined in the preamble.

     "Closing" is defined in Section 3.01.

     "Closing Date" is defined in Section 3.01.

     "Commercial Paper" means promissory notes issued by the Conduit Purchaser
in the commercial paper market through one or more commercial paper placement
agents selected by Administrator.

     "Conduit Purchaser" is defined in the preamble.

     "Cost of Funds" means for any Interest Period, the sum, for each day
falling in such period, of an amount equal to the product of (i) the Class A
Investor Interest on such day times (ii) the Daily Conduit Purchaser Rate.

     "Covered Person" means any Funding Source, the Agent and the Administrator.

         "CP Rate" means, for any day falling in any Interest Period, a rate per
annum calculated by the Administrator equal to the sum of (a) the rate or, if
more than one rate, the weighted average of the rates at which Commercial Paper
allocated to the Class A Investor Interest bears interest on such day,
determined by converting to an interest-bearing equivalent rate per annum the
discount rate (or rates) at which such Commercial Paper has been sold, and
taking into consideration any incremental carrying costs associated with such
Commercial Paper maturing other than on dates when the Conduit Purchaser
receives funds, plus (b) to the extent not included in (a), the commissions and
charges charged by such commercial paper placement agents with respect to such
Commercial Paper, expressed as a percentage of such face amount and converted to
an interest-bearing equivalent rate per annum plus (c) certain documentation and
transaction costs in respect of such Commercial Paper plus (d) the cost of
borrowings to fund small or odd dollar amounts that are not easily accommodated
in the commercial paper market.

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     "Daily Conduit Purchaser Rate" means:

     (a) as to any day on which the Conduit Purchaser funds the entire Class A
Investor Interest with Commercial Paper, the CP Rate plus the Applicable Margin
divided by 360; and

     (b) as to any day on which the Conduit Purchaser funds all or part of the
Class A Investor Interest other than through the issuance of Commercial Paper,
the weighted average of (x) the CP Rate plus the Applicable Margin divided by
360 (weighted on the basis of the portion of the Class A Investor Interest that
was funded with Commercial Paper) and (y) the Bank Rate, divided by (i) 360 (to
the extent that the Bank Rate is determined by reference to the Eurodollar Rate)
or (ii) 365 or 366, as applicable (to the extent that the Bank Rate is
determined by reference to the Alternate Rate) (weighted, in each case, on the
basis of the portion of the Class A Investor Interest that was funded at such
Bank Rate).

     "Eurodollar Business Day" means a day on which dealings in Dollars are
carried on in the eurodollar interbank market.

     "Eurodollar Determination Date" means the second Eurodollar Business Day
prior to the commencement of each Interest Period.

     "Eurodollar Rate" means, for any day falling in any Interest Period (or
portion thereof wherein interest shall be calculated at the Eurodollar Rate),
the per annum rate of interest determined by the Administrator to be equal to
the rate (rounded upwards, if necessary, to the nearest whole multiple of
1/100th of one percent per annum) for deposits in Dollars for a period
approximating such Interest Period (or portion thereof wherein interest shall be
calculated at the Eurodollar Rate) which appears on the Reuters Screen LIBO Page
as of 11:00 A.M. (London time) on the second Eurodollar Business Day before (and
for value on) the first day of such Interest Period (or the first day of the
portion thereof wherein interest shall be calculated at the Eurodollar Rate) and
if such rate shall not be so quoted, the rate per annum at which the
Administrator is offered for such Dollar deposits at or about 11:00 a.m., New
York City time, on such date by prime banks in the interbank eurodollar market
where the eurodollar and foreign currency exchange operations in respect of the
Incremental Fundings are then being conducted, divided by the remainder of one
minus the Eurodollar Reserve Percentage (expressed as a decimal) applicable
during such Interest Period.

     "Eurodollar Reserve Percentage" means, with respect to any Interest Period
(or portion thereof wherein interest shall be calculated at the Eurodollar
Rate), the then applicable percentage (expressed as a decimal) prescribed by the
Federal Reserve Board for determining reserve requirements applicable to
"Eurocurrency Liabilities" pursuant to Regulation D.

     "Federal Bankruptcy Code" means the bankruptcy code of the United States of
America codified in Title 11 of the United States Code.

     "Federal Funds Rate" means, for any day, an interest rate per annum equal
to:

     (a) the weighted average of the rates on overnight federal funds
transactions with members of the Federal Reserve System arranged by federal
funds brokers, as published for such


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day (or, if such day is not a Business Day, for the next preceding Business Day)
by the Federal Reserve Bank of Boston; or

     (b) if such rate is not so published for any day which is a Business Day,
the average of the quotations for such day on such transactions received by
Administrator from three federal funds brokers of recognized standing selected
by it.

     "Fee Letter" means the Fee Letter, dated as of the Closing Date, among the
Seller and the Administrator setting forth certain fees payable by the Seller in
connection with the purchase of the Class A Certificates by the Agent for the
benefit of the Conduit Purchaser.

     "Foreign" means, with respect to any Funding Source that is an assignee or
participant of the Conduit Purchaser hereunder, any Person not organized under
the laws of the United States, one of the states thereof, or the District of
Columbia.

     "Funding Agreement" means any agreement or instrument executed by any
Funding Source with or for the benefit of the Conduit Purchaser.

     "Funding Source" means any insurance company, bank or other financial
institution providing liquidity, credit enhancement or back-up purchase support
or facilities to the Conduit Purchaser in respect of commercial paper issued by
the Conduit Purchaser and any of such Person's Affiliates and Persons deemed to
be such Person's Affiliates by any applicable Official Body.

     "Governmental Actions" means any and all consents, approvals, permits,
orders, authorizations, waivers, exceptions, variances, exemptions or licenses
of, or registrations, declarations or filings with, any Governmental Authority
required under any Requirement of Law.

     "Governmental Authority" means the United States of America, any state or
other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government and having jurisdiction over the applicable Person.

     "Incremental Funding" means an increase in the aggregate outstanding
principal balance of the Class A Certificates in accordance with the provisions
of Section 2.02 or an increase in the aggregate outstanding principal balance of
the Class B Certificates in accordance with the provisions of Section 2.03.

     "Incremental Funding Date" means each date on which an Incremental Funding
occurs.

     "Indemnified Party" means each Purchaser, the Administrator, each of the
Funding Sources and any of their respective officers, directors, employees,
agents, representatives, assignees or affiliates.

     "Investment Letter" is defined in Section 6.03.

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     "Law" means any law (including common law), constitution, statute, treaty,
regulation, rule, ordinance, order, injunction, writ, decree, judgment or award
of any Official Body.

     "Liquidity Agreement" means that certain Revolving Asset Purchase
Agreement, dated as of the Closing Date, among the Conduit Purchaser, the
financial institutions thereto as Assignees and Barclays Bank PLC, as agent, as
amended from time to time.

     "Liquidity Provider" means each Person that may from time to time be party
to the Liquidity Agreement as a "liquidity purchaser" thereunder.

     "Losses" is defined in Section 9.01.

     "Notice of Incremental Funding" means a written notice of an Incremental
Funding in the form of Exhibit A.

     "Official Body" means any Governmental Authority or any accounting board or
authority (whether or not a part of government) which is responsible for the
establishment or interpretation of national or international accounting
principles, in each case whether foreign or domestic.

     "Pooling and Servicing Agreement" means the Second Amended and Restated
Pooling and Servicing Agreement dated as of November 25, 1997 and amended as of
July 22, 1999 and as of May 8, 2001 among the Seller, the Servicer, and Wachovia
Bank, National Association, as Trustee, as the same may be further amended,
modified or supplemented.

     "Purchase Expiration Date" means the earlier of (i) the date which is 364
days from the Closing Date (or such later date as the Conduit Purchaser shall
agree) and (ii) the commencement of the Early Amortization Period.

     "Purchasers" mean the Conduit Purchaser and the Class B Purchaser.

     "Regulation D" means Regulation D of the Federal Reserve Board, or any
other regulation of the Federal Reserve Board that prescribes reserve
requirements applicable to nonpersonal time deposits or "Eurocurrency
Liabilities" as presently defined in Regulation D, as in effect from time to
time.

     "Regulatory Change" means (i) the adoption of any Law or bank regulatory
guideline (ii) any amendment or change in the administration, interpretation or
application of any existing or future Law or bank regulatory guideline by any
Official Body charged with the administration, interpretation or application
thereof, (iii) the compliance with any directive of any Official Body issued
after the Closing Date (in the case of any bank regulatory guideline, whether or
not having the force of Law) or (iv) the effectiveness after the Closing Date of
any existing Law or bank regulatory guideline.

     "Securitization Entity" is defined in Section 10.09.

     "Seller" is defined in the preamble.


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     "Series Documents" means the Pooling and Servicing Agreement, the
Supplement and this Agreement.

     "Servicer" is defined in the preamble.

     "Supplement" means the Series 2004-VFC Supplement dated as of the Closing
Date, among the Seller, the Servicer, and Wachovia Bank, National Association,
as Trustee, supplementing the Pooling and Servicing Agreement and relating to
the Series 2004-VFC Certificates, as the same may be amended, modified or
supplemented.

     "Taxes" means, in the case of any Funding Source that is an assignee or
participant of the Conduit Purchaser, taxes, levies, imposts, deductions,
charges, withholdings and liabilities, now or hereafter imposed, levied,
collected, withheld or assessed by any country (or any political subdivision
thereof), excluding income or franchise taxes imposed on it by (i) the
jurisdiction under the laws of which such Funding Source is organized (or by any
political subdivision thereof), (ii) any jurisdiction in which an office of such
Funding Source funding the Class A Funded Amount is located (or any political
subdivision thereof), or (iii) any jurisdiction in which such Funding Source is
already subject to tax.

     "Third Party Claim" is defined in Section 9.02.

     Section 1.02. Other Definitional Provisions.

     (a) All terms defined in this Agreement shall have the defined meanings
when used in any certificate or other document made or delivered pursuant hereto
unless otherwise defined therein.

     (b) As used herein and in any certificate or other document made or
delivered pursuant hereto or thereto, accounting terms not defined in Section
1.01, and accounting terms partially defined in Section 1.01 to the extent not
defined, shall have the respective meanings given to them under generally
accepted accounting principles. To the extent that the definitions of accounting
terms herein are inconsistent with the meanings of such terms under generally
accepted accounting principles, the definitions contained herein shall control.

     (c) The words "hereof," "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement; and Section, subsection,
Schedule and Exhibit references contained in this Agreement are references to
Sections, subsections, the Schedule and Exhibits in or to this Agreement unless
otherwise specified.

                                   ARTICLE II

                                PURCHASE AND SALE

Section 2.01.  Purchase and Sale of the Certificates.

     (a) Purchase and Sale of the Class A Certificates. On the terms and subject
to the conditions set forth in this Agreement, and in reliance on the covenants,
representations,



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warranties and agreements herein set forth, the Seller shall sell to the Agent,
for the benefit of the Conduit Purchaser and the Liquidity Providers, and the
Agent, for the benefit of the Conduit Purchaser and the Liquidity Providers,
shall purchase at the Closing, a Class A Certificate with an initial outstanding
principal amount of zero and with a purchase limit equal to the Maximum Class A
Funded Amount.

     (b) Purchase and Sale of the Class B Certificates. On the terms and subject
to the conditions set forth in this Agreement, and in reliance on the covenants,
representations, warranties and agreements herein set forth the Seller shall
sell to the Class B Purchaser, and the Class B Purchaser shall purchase at the
Closing, a Class B Certificate with an initial outstanding principal amount of
zero and with a purchase limit equal to the Maximum Class B Funded Amount.

     Section 2.02.  Class A Incremental Fundings.

     (a) The Conduit Purchaser will be obligated to make Class A Incremental
Fundings from time to time during the Revolving Period upon satisfaction, as of
the applicable Incremental Funding Date, of each of the following conditions:

          (i) the Administrator shall have received copies of all monthly
     statements and all reports required to be delivered by Servicer to the
     Trustee pursuant to Section 3.4 of the Pooling and Servicing Agreement;

          (ii) each of the representations and warranties of the Seller and the
     Servicer made in the Series Documents shall be true and correct in all
     material respects as of the applicable Incremental Funding Date immediately
     after giving effect to such Class A Incremental Funding (except to the
     extent they expressly relate to an earlier or later time);

          (iii) the Seller and the Servicer shall be in compliance in all
     material respects with all of their respective covenants contained in the
     Series Documents;

          (iv) both before and immediately after giving effect to such Class A
     Incremental Funding, no Early Amortization Event, Servicer Default or event
     which with the giving of notice or passage of time or both could become an
     Early Amortization Event or Servicer Default shall have occurred;

          (v) [RESERVED];

          (vi) no other Class A Incremental Fundings shall have occurred during
     the same calendar week;

          (vii) the Spread Account Amount shall be at least equal to the
     Required Spread Account Amount, the Specified Enhancement Amount shall be
     at least equal to the Required Enhancement Amount and the Available Series
     Cash Collateral Amount shall be at least equal to the Required CCA Floor
     Amount, in each case after giving effect to any deposits to, and
     withdrawals from, such accounts on such date and any Incremental Funding on
     such date;

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          (viii) at least two Business Days prior to the Incremental Funding
     Date, the Administrator and the Conduit Purchaser shall have received a
     completed Notice of Incremental Funding;

          (ix) no event shall have occurred that results in the Conduit
     Purchaser being unable to access the United States commercial paper markets
     and the Liquidity Providers not being obligated to make a purchase under
     the Liquidity Agreement;

          (x) both before and immediately after giving effect to such Class A
     Incremental Funding, the Seller Interest shall not be less than the
     Aggregate Minimum Seller Interest;

          (xi) immediately after giving effect to such Class A Incremental
     Funding, the Class A Investor Interest shall be equal to or less than the
     notional amount then in effect under the Cap Agreement; and

          (xii) in the case of the initial Incremental Funding Date, prior to
     such date, the Administrator and the Conduit Purchaser shall have received
     (i) fully executed counterparts of the Cap Agreement, which is Exhibit E to
     the Supplement, and the assignment of the rights of Fashion Service Corp.
     under such Cap Agreement to the Trust, each in substantially the form of
     the latest drafts received by the parties as of the Closing Date, (ii) a
     copy of the UCC-1 financing statements executed by Fashion Service Corp. in
     connection with the assignment referred to in clause (i) above, which
     financing statement shall, or concurrently with such Incremental Funding
     shall be, filed in the jurisdictions necessary to perfect such assignment,
     (iii) opinions of Mayer, Brown, Rowe & Maw LLP and Colin Stern, Executive
     Vice President and General Counsel to Charming Shoppes, Inc., each in
     substantially the form of the latest drafts reviewed by the parties as of
     the Closing Date and (iv) the form of the Monthly Settlement Report, which
     is Exhibit D to the Supplement, as agreed to by the parties.

     (b) Each Class A Incremental Funding shall be requested in an aggregate
principal amount of $100,000 (except in the case of the initial funding, which
shall be at least $500,000) and integral multiples of $100,000 in excess
thereof; provided, that a Class A Incremental Funding may be requested in the
entire remaining Maximum Class A Funded Amount.

     (c) The Conduit Purchaser shall not be required to make any Class A
Incremental Funding if, after giving effect to such funding, the Class A Funded
Amount would exceed the Maximum Class A Funded Amount.

     (d) The purchase price of each Class A Incremental Funding shall be equal
to 100% of the amount of such Class A Incremental Funding and shall be paid not
later than 3:00 p.m. New York City time on the Incremental Funding Date by wire
transfer of immediately available funds to such account as may from time to time
be specified by the Seller in a notice to the Administrator.

     Section 2.03. Class B Incremental Fundings.

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     (a) The Class B Purchaser will be obligated to make Class B Incremental
Fundings from time to time during the Revolving Period upon satisfaction, as of
the applicable Incremental Funding Date, of each of the following conditions:

          (i) the Class B Purchaser shall have received copies of all monthly
     statements and all reports required to be delivered by Servicer to the
     Trustee pursuant to Section 3.4 of the Pooling and Servicing Agreement;

          (ii) each of the representations and warranties of the Seller and the
     Servicer made in the Series Documents shall be true and correct in all
     material respects as of the applicable Incremental Funding Date (except to
     the extent they expressly relate to an earlier or later time);

          (iii) the Seller and the Servicer shall be in compliance in all
     material respects with all of their respective covenants contained in the
     Series Documents;

          (iv) no Early Amortization Event, Servicer Default or event which with
     the giving of notice or passage of time or both could become an Early
     Amortization Event or Servicer Default shall have occurred; and

          (v) at least two Business Days prior to the Incremental Funding Date,
     the Class B Purchaser shall have received a completed Notice of Incremental
     Funding.

     (b) The Class B Purchaser shall not be required to make any Class B
Incremental Funding if, after giving effect to such funding, the Class B
Investor Interest would exceed the Maximum Class B Funded Amount.

     (c) The purchase price of each Class B Incremental Funding shall be equal
to 100% of the amount of such Class B Incremental Funding and shall be paid not
later than 1:00 p.m. New York City time on the Incremental Funding Date by wire
transfer of immediately available funds to such account as may from time to time
be specified by the Seller in a notice to the Class B Purchaser.

     Section 2.04. Reduction or Increase of Maximum Funded Amounts.

     (a) The Seller shall not reduce in whole or in part the Maximum Class A
Funded Amount without the prior written consent of the Administrator.

     (b) The Seller may request an increase in the Class A Maximum Funded Amount
by written notice to the Administrator at least 30 days before the date on which
such increase is requested to become effective. No such increase will take
effect unless (i) the Conduit Purchaser and Administrator agree thereto and (ii)
the available commitments of the Funding Sources under the Funding Agreements
for the commercial paper program of the Conduit Purchaser are increased as
necessary to maintain the then-current ratings of the Conduit Purchaser's
Commercial Paper.

     (c) The Seller may reduce in whole or in part the Maximum Class B Funded
Amount (but not below the Class B Investor Interest or the Required Class B
Amount) by giving the


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Class B Purchaser written notice thereof at least two Business Days before such
reduction is to take place. The Seller shall pay the Class B Purchaser any
accrued and unpaid Class B Non-Use Fee on the first Distribution Date following
the date of such reduction with respect to the reduction amount.

     (d) The Seller may request an increase in the Maximum Class B Funded Amount
by written notice to the Class B Purchaser at least 30 days before the date on
which such increase is requested to become effective. No such increase will take
effect unless the Class B Purchaser agrees thereto.

     Section 2.05. Calculation of the Certificate Rates.

     (a) On or before the fourth Business Day of each month, the Administrator
shall calculate the Cost of Funds, the Class A Certificate Rate and the Class A
Monthly Interest applicable to the Class A Certificates for the Interest Period
related to such Distribution Date and shall notify the Trustee, the Seller and
the Servicer of such rates and amount (such Cost of Funds shall be calculated
using an estimate of the CP Rate, if necessary, for the remaining days in such
Interest Period; provided, however, that each such estimated amount shall be
adjusted as provided in paragraph (c) below).

     (b) On or before the Business Day preceding each Distribution Date, the
Servicer shall calculate the Class B Certificate Rate and the Class B Monthly
Interest applicable to the Class B Certificates for the Interest Period related
to such Distribution Date and shall notify the Trustee and the Seller of such
rates and amount. On any Distribution Date on which the Class B Funded Amount is
reduced to zero and on the Series 2004-VFC Termination Date, Class B Monthly
Interest shall include amounts which accrue from (and excluding) the last day of
the preceding calendar month through (and including) such Distribution Date or
Series 2004-VFC Termination Date, as applicable.

     (c) Except as provided in the next sentence, if the Administrator shall
have used an estimate of the CP Rate to calculate the Cost of Funds pursuant to
paragraph (a) with respect to any Interest Period, following the end of such
Interest Period the Administrator shall compute the actual CP Rate for each day
during such Interest Period, and (i) if the actual Cost of Funds computed using
such actual CP Rate is greater than the estimated Cost of Funds for such
Interest Period, the Cost of Funds for the next Interest Period shall be
increased by the amount of such difference, and (ii) if the actual Cost of Funds
so computed is less than the estimated Cost of Funds for such Interest Period,
the Cost of Funds for the next Interest Period shall be decreased by the amount
of such difference. If the Class A Funded Amount shall be reduced to zero or the
Series 2004-VFC Termination Date shall occur, in either case, on the related
Distribution Date, then on or before the Business Day preceding such
Distribution Date, the Administrator shall recalculate the Cost of Funds and the
CP Rate and shall notify the Trustee, the Seller and the Servicer of such
recalculated rates and amounts and such recalculated rates and amounts shall be
deemed to constitute such amounts and rates as required to be reported in
paragraph (a).

                                  ARTICLE III

                                     CLOSING

                                       10
<PAGE>

     Section 3.01. Closing. The closing (the "Closing") of the purchase and sale
of the Class A Certificates and Class B Certificates shall take place at the
offices of Mayer, Brown Rowe & Maw LLP, 190 South LaSalle Street, Chicago,
Illinois 60603 on January 21, 2004, or if the conditions to closing set forth in
Article IV of this Agreement shall not have been satisfied or waived by such
date, as soon as practicable after such conditions shall have been satisfied or
waived, or at such other time, date and place as the parties shall agree upon
(the date of the Closing being referred to herein as the "Closing Date").

     Section 3.02. Transactions to be Effected at the Closing. At the Closing
(a) the Seller shall deliver a Class A Certificate to the Agent in consideration
for the agreements of the Conduit Purchaser hereunder and (b) the Seller shall
deliver a Class B Certificate to the Class B Purchaser in consideration for the
agreements of the Class B Purchaser hereunder.

                                   ARTICLE IV

                             CONDITIONS PRECEDENT TO
                          PURCHASE ON THE CLOSING DATE

     The purchase of the Series 2004-VFC Certificates hereunder is subject to
the satisfaction at the time of the Closing of the following conditions (any or
all of which may be waived by the Conduit Purchaser and the Class B Purchaser in
their sole discretion):

     Section 4.01. Performance by the Seller and Servicer. All the terms,
covenants, agreements and conditions of the Series Documents to be complied with
and performed by the Seller and the Servicer at or before the Closing shall have
been complied with and performed in all material respects.

     Section 4.02. Representations and Warranties. Each of the representations
and warranties of the Seller and the Servicer made in the Series Documents shall
be true and correct in all material respects as of the time of the Closing
(except to the extent they expressly relate to an earlier or later time).

     Section 4.03. Corporate Documents. The Administrator shall have received
copies of the (i) certificate of incorporation, good standing certificate and
by-laws of the Seller, (ii) Board of Directors resolutions of the Seller with
respect to the Series Documents, and (iii) incumbency certificate of the Seller,
each certified by appropriate corporate authorities.

     Section 4.04. [reserved].

     Section 4.05. Opinions of Counsel to the Trustee. Counsel to the Trustee
shall have delivered to the Administrator a favorable opinion, dated as of the
Closing Date and reasonably satisfactory in form and substance to the
Administrator and its counsel.

     Section 4.06. Financing Statements. The Administrator shall have received
evidence satisfactory to it of the completion of all recordings, registrations,
and filings as may be necessary or, in the opinion of the Administrator,
desirable to perfect or evidence the assignment by the Seller to the Trust of
its ownership interest in the Receivables and the proceeds thereof and the
security interest granted pursuant to the Pooling and Servicing Agreement,
including:

                                       11
<PAGE>

     (a) Acknowledgment copies of all UCC financing statements and assignments
(other than those referred to in Section 2.02(a)(xi)) that have been filed in
the offices of the Secretary of State of the applicable states and in the
appropriate office or offices of such other locations as may be specified in the
opinions of counsel delivered pursuant to Section 4.04; and

     (b) Search reports from parties acceptable to the Administrator and their
counsel dated a date reasonably near the Closing Date and listing all effective
financing statements which name the Seller, as seller, assignor or debtor and
which are filed in all jurisdictions in which the filings were or will be made,
together with copies of such financing statements.

     Section 4.07. Ratings. The Conduit Purchaser's Commercial Paper shall
continue to be rated at least A-1+ by S&P and P-1 by Moody's.

     Section 4.08. Documents. The Administrator shall have received a duly
executed counterpart of each of the Series Documents and each and every document
or certification delivered by any party in connection with any of such
agreements (other than those referred to in Section 2.02(a)(xi)), and each such
document shall be in full force and effect.

     Section 4.09. No Actions or Proceedings. No action, suit, proceeding or
investigation by or before any Governmental Authority shall have been instituted
to restrain or prohibit the consummation of, or to invalidate, the transactions
contemplated by the Series Documents and the documents related thereto in any
material respect.

     Section 4.10. Approvals and Consents. All Governmental Actions of all
Governmental Authorities required with respect to the transactions contemplated
by the Series Documents and the other documents related thereto shall have been
obtained or made.

     Section 4.11. Officer's Certificate. The Administrator shall have received
an Officer's Certificate from the Seller in form and substance reasonably
satisfactory to the Administrator and its counsel, dated as of the Closing Date,
certifying as to the satisfaction of the conditions set forth in Sections 4.01
and 4.02.

     Section 4.12. Other Documents. The Seller shall have furnished to the
Administrator such other information, certificates and documents as the
Administrator may reasonably request.

     Section 4.13. Fees. The fees due on the Closing Date specified in the Fee
Letter shall have been paid.

                                   ARTICLE V

              REPRESENTATIONS AND WARRANTIES OF SELLER AND SERVICER

     Section 5.01. Representations and Warranties of the Seller. The Seller
hereby represents and warrants to the Purchasers and the Administrator as of the
Closing Date as follows:

     (a) Organization and Good Standing. The Seller is a corporation duly
organized and validly existing under the laws of the State of Delaware and has
full corporate power, authority


                                       12
<PAGE>

and legal right to own its properties and conduct its business as such
properties are presently owned and such business is presently conducted, and to
execute, deliver and perform its obligations under this Agreement and each other
Series Document to which it is a party.

     (b) Due Qualification. The Seller is duly qualified to do business and is
in good standing (or is exempt from such requirement) in any state required in
order to conduct its business, and has obtained all necessary licenses and
approvals with respect to the Seller required under applicable law.

     (c) Due Authorization. The execution and delivery by the Seller of this
Agreement and each other Series Document and the consummation of the
transactions provided for hereunder and thereunder have been duly authorized by
the Seller by all necessary corporate action on its part and this Agreement and
each other Series Document will remain, from the time of its execution, an
official record of the Seller.

     (d) Enforceability. Each of this Agreement and each other Series Document
constitutes a legal, valid and binding obligation of the Seller, enforceable
against the Seller in accordance with its terms, except as such enforceability
may be limited by Debtor Relief Laws.

     (e) No Conflict. The execution and delivery of this Agreement and each
other Series Document, the performance of the transactions contemplated
hereunder and thereunder and the fulfillment of the terms hereof and thereof
will not conflict with, result in any breach of any of the material terms and
provisions of, or constitute (with or without notice or lapse of time or both) a
default under, any indenture, contract, agreement, mortgage, deed of trust, or
other instrument to which the Seller is a party or by which it or any of its
properties are bound.

     (f) No Violation. The execution and delivery of this Agreement and each
other Series Document, the performance of the transactions contemplated
hereunder and thereunder and the fulfillment of the terms hereof and thereof
will not conflict with or violate in any material respect any Requirements of
Law applicable to the Seller.

     (g) No Proceedings. There are no proceedings pending or, to the best
knowledge of the Seller, threatened against the Seller before any Governmental
Authority (i) asserting the invalidity of this Agreement or any other Series
Document, (ii) seeking to prevent the consummation of any of the transactions
contemplated by this Agreement or any other Series Document, (iii) seeking any
determination or ruling that, in the reasonable judgment of the Seller, would
materially and adversely affect the performance by the Seller of its obligations
under this Agreement or any other Series Document, (iv) seeking any
determination or ruling that would materially and adversely affect the validity
or enforceability of this Agreement or any other Series Document or (v) seeking
to affect adversely the income tax attributes of the Trust.

     (h) All Consents Required. All appraisals, authorizations, consents, orders
or other actions of any Person or of any Governmental Authority required in
connection with the execution and delivery by the Seller of this Agreement and
each other Series Document, the performance of the transactions contemplated
hereunder and thereunder and the fulfillment of the terms hereof, have been
obtained.

                                       13
<PAGE>

     (i) Incorporated Representations and Warranties. Its representations and
warranties in Sections 2.3 and 2.4 of the Pooling and Servicing Agreement are
true and correct in all material respects as of the dates they were so made.

     (j) Investment Company Act. Neither the Seller nor the Trust is required to
be registered under the Investment Company Act of 1940, as amended.

     (k) No Early Amortization Event, Insolvency Event or Servicer Default. No
Early Amortization Event with respect to the Series 2004-VFC Certificates,
Insolvency Event or Servicer Default has occurred and is continuing, and no
event, act or omission has occurred and is continuing which, with the lapse of
time, the giving of notice or both, would constitute an Early Amortization
Event, Insolvency Event or Servicer Default.

     (l) Series 2004-VFC Certificates. The Series 2004-VFC Certificates have
been duly and validly authorized, and, when executed and authenticated in
accordance with the terms of the Pooling and Servicing Agreement and the
Supplement, and delivered to and paid for in accordance with this Agreement,
will be duly and validly issued and outstanding and will be entitled to the
benefits of the Pooling and Servicing Agreement and the Supplement.

     (m) Cardholder Guidelines. The Cardholder Guidelines require a Receivable
to be charged off as uncollectible once that Receivable is determined to be 180
days or more past due.

     Section 5.02. Representations and Warranties of the Servicer. The Servicer
hereby represents and warrants to the Purchasers and the Administrator as of the
Closing Date as follows:

     (a) Organization and Good Standing. The Servicer is a corporation duly
organized and validly existing under the laws of the State of Delaware and has
full corporate power, authority and legal right to own its properties and
conduct its business as such properties are presently owned and such business is
presently conducted, and to execute, deliver and perform its obligations under
this Agreement and each other Series Document to which it is a party.

     (b) Due Qualification. The Servicer is duly qualified to do business and is
in good standing (or is exempt from such requirement) in any state required in
order to conduct its business, and has obtained all necessary licenses and
approvals with respect to the Servicer required under applicable law.

     (c) Due Authorization. The execution and delivery by the Servicer of this
Agreement and each other Series Document to which it is a party and the
consummation of the transactions provided for hereunder and thereunder have been
duly authorized by the Servicer by all necessary corporate action on its part
and this Agreement and each other Series Document to which it is a party will
remain, from the time of its execution, an official record of the Servicer.

     (d) Enforceability. Each of this Agreement and each other Series Document
to which the Servicer is a party constitutes a legal, valid and binding
obligation of the Servicer, enforceable against the Servicer in accordance with
its terms, except as such enforceability may be limited by Debtor Relief Laws.

                                       14
<PAGE>

     (e) No Conflict. The execution and delivery of this Agreement and each
other Series Document to which the Servicer is a party, the performance of the
transactions contemplated hereunder and thereunder and the fulfillment of the
terms hereof and thereof will not conflict with, result in any breach of any of
the material terms and provisions of, or constitute (with or without notice or
lapse of time or both) a default under, any indenture, contract, agreement,
mortgage, deed of trust, or other instrument to which the Servicer is a party or
by which it or any of its properties are bound.

     (f) No Violation. The execution and delivery of this Agreement and each
other Series Document to which the Servicer is a party, the performance of the
transactions contemplated hereunder and thereunder and the fulfillment of the
terms hereof and thereof will not conflict with or violate in any material
respect any Requirements of Law applicable to the Servicer.

     (g) No Proceedings. There are no proceedings pending or, to the best
knowledge of the Servicer, threatened against the Servicer before any court,
regulatory body, administrative agency, or other tribunal or governmental
instrumentality (i) asserting the invalidity of this Agreement or any other
Series Document to which it is a party, (ii) seeking to prevent the consummation
of any of the transactions contemplated by this Agreement or any other Series
Document, (iii) seeking any determination or ruling that, in the reasonable
judgment of the Servicer, would materially and adversely affect the performance
by the Servicer of its obligations under this Agreement or any other Series
Document to which it is a party, (iv) seeking any determination or ruling that
would materially and adversely affect the validity or enforceability of this
Agreement or any other Series Document or (v) seeking to affect adversely the
income tax attributes of the Trust.

     (h) All Consents Required. All appraisals, authorizations, consents, orders
or other actions of any Person or of any governmental body or official required
in connection with the execution and delivery by the Servicer of this Agreement
and each other Series Document to which it is a party, the performance of the
transactions contemplated hereunder and thereunder and the fulfillment of the
terms hereof, have been obtained.

     (i) Incorporated Representations and Warranties. Its representations and
warranties in Section 3.3 of the Pooling and Servicing Agreement are true and
correct in all material respects as of the dates they were so made.

     (j) No Early Amortization Event, Insolvency Event or Servicer Default. No
Early Amortization Event with respect to the Series 2004-VFC Certificates,
Insolvency Event or Servicer Default has occurred and is continuing, and no
event, act or omission has occurred and is continuing which, with the lapse of
time, the giving of notice or both, would constitute an Early Amortization
Event, Insolvency Event or Servicer Default.

                                       15
<PAGE>

                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES
                          WITH RESPECT TO THE PURCHASER

     Each of the Purchasers hereby makes the following representations and
warranties to the Seller on which the Seller shall rely in entering into this
Agreement.

     Section 6.01. Organization. Such Purchaser has been duly organized and is
validly existing and in good standing as a corporation under the laws of the
state governing its formation, with power and authority to own its properties
and to transact the business in which it is now engaged.

     Section 6.02. Authority, etc. Such Purchaser has all requisite power and
authority to enter into and perform its obligations under this Agreement and to
consummate the transactions contemplated hereby and thereby. The execution and
delivery by such Purchaser of this Agreement and the consummation by such
Purchaser of the transactions contemplated hereby have been duly and validly
authorized by all necessary corporate or partnership action on the part of such
Purchaser. This Agreement has been duly and validly executed and delivered by
such Purchaser and constitutes a legal, valid and binding obligation of such
Purchaser, enforceable against such Purchaser in accordance with its terms,
subject as to enforcement to bankruptcy, reorganization, insolvency, moratorium
and other similar laws of general applicability relating to or affecting
creditors' rights and to general principles of equity. Neither the execution and
delivery by such Purchaser of this Agreement nor the consummation by such
Purchaser of any of the transactions contemplated hereby, nor the fulfillment by
such Purchaser of the terms hereof, will conflict with, or violate, result in a
breach of or constitute a default under any term or provision of the certificate
of incorporation or by-laws of such Purchaser or any Requirement of Law
applicable to such Purchaser.

     Section 6.03. Securities Act. The Series 2004-VFC Certificate purchased by
such Purchaser pursuant to this Agreement will be acquired for investment only
and not with a view to any public distribution thereof, and such Purchaser will
not offer to sell or otherwise dispose of its Series 2004-VFC Certificate so
acquired by it (or any interest therein) in violation of any of the registration
requirements of the Act or any applicable state or other securities laws. Such
Purchaser acknowledges that it has no right to require the Seller to register
under the Act or any other securities law the Series 2004-VFC Certificates to be
acquired by such Purchaser pursuant to this Agreement.

     Such Purchaser agrees with the Seller that: (i) such Purchaser will execute
and deliver to the Seller on or before the Closing Date a certain letter (the
"Investment Letter"), in the form attached hereto as Exhibit B, with respect to
the purchase of the Series 2004-VFC Certificates and (ii) all of the statements
made by such Purchaser in the Investment Letter are true and correct in all
material respects as of the date made. The Conduit Purchaser will also cause the
Agent and Liquidity Providers to execute and deliver an Investment Letter to
Seller on or prior to the Closing Date. Each Purchaser understands and agrees
that receipt by the Seller of a duly executed Investment Letter is a condition
precedent to the Seller's obligations hereunder to sell the Series 2004-VFC
Certificates.

                                       16
<PAGE>

     Section 6.04. Investment Company Act. Neither such Purchaser nor the
Administrator is required to register as an "investment company" nor is such
Purchaser or the Administrator controlled by an "investment company" within the
meaning of the Investment Company Act of 1940, as amended.

                                  ARTICLE VII

                    COVENANTS OF THE SELLER AND THE SERVICER

     Section 7.01. Rating of Class A Certificates or Notes. To the extent that
any rating provided with respect to the Class A Certificates or the Conduit
Purchaser's Commercial Paper by any rating agency is conditional upon the
furnishing of documents or the taking of any other action by the Seller, the
Seller shall take all reasonable actions to furnish such documents and take any
such other action.

     Section 7.02. Information. So long as the Class A Certificates remain
outstanding, the Servicer and the Seller will furnish to the Conduit Purchaser
and the Administrator:

     (a) as soon as possible and in any event within three Business Days of
knowledge thereof, notice of (i) any litigation, investigation or proceeding
which, in the Servicer's reasonable opinion, could have a material adverse
effect on the Class A Certificateholders and (ii) any material adverse
development in previously disclosed litigation;

     (b) prior to its effective date, notice of any material change in the
Cardholder Guidelines which, in the Servicer's reasonable opinion, could have a
material adverse effect on the Class A Certificateholders;

     (c) a copy of each certificate, opinion, report, statement, notice or other
communication (other than investment instructions) furnished by or on behalf of
the Seller to the Trustee or either Rating Agency under the Pooling and
Servicing Agreement or the Supplement, concurrently therewith, and promptly
after receipt thereof, a copy of each notice, demand or other communication
received by or on behalf of the Seller under the Pooling and Servicing
Agreement, the Purchase Agreement or the Supplement;

     (d) such other information (including financial information), documents,
records or reports respecting the Trust, the Receivables, the Seller, the
Originator or the Servicer as a Purchaser or the Administrator may from time to
time reasonably request; and

     (e) as soon as possible and in any event within five Business Days after
the occurrence thereof, notice of each Early Amortization Event, Servicer
Default or event which with the giving of notice or the passage of time or both
would constitute an Early Amortization Event or Servicer Default.

     Section 7.03. Access to Information. So long as the Class A Certificates
remain outstanding, the Seller will and will cause the Originator and the
Servicer to, at any time from time to time during regular business hours, or
reasonable notice to the Seller, permit the Purchasers or the Administrator, or
their agents or representatives to:

                                       17
<PAGE>

     (a) examine all books, records and documents (including computer tapes and
disks) in the possession or under the control of the Seller, the Originator and
the Servicer relating to the Receivables, and

     (b) visit the offices and property of the Seller, the Originator and the
Servicer for the purpose of examining such materials described in clause (a);

provided, that (x) so long as no Early Amortization Event with respect to Series
2004-VFC has occurred and is continuing no more than one such examination and
visit shall be made by each Purchaser and the Administrator (or their respective
agents and representatives) in any one year period and (y) the Purchasers and
the Administrator shall use their reasonable efforts to coordinate any such
examination and visit with any similar examination and visit to be made by any
other Purchaser or the Administrator or other agents and representatives.

     Except as provided in Section 10.05, any information obtained by a
Purchaser or the Administrator pursuant to this Section 7.03 shall be held in
confidence by such Purchaser and the Administrator unless and to the extent such
information (i) has become available to the public, (ii) is required or
requested by any Governmental Authority or in any court proceeding or (iii) is
required by any Requirement of Law. In the case of any disclosure permitted by
clause (ii) or (iii), the Purchaser and the Administrator shall use commercially
reasonable efforts to (x) provide the Seller with advance notice of any such
disclosure and (y) cooperate with the Seller in limiting the extent or effect of
any such disclosure.

     Section 7.04. Security Interests; Further Assurances. The Seller will take
all action necessary to maintain the Trustee's first priority perfected
ownership or security interest in the Receivables and the collateral granted
pursuant to the Pooling and Servicing Agreement.

     Section 7.05. Covenants. The Seller will duly observe and perform each of
its covenants set forth in the Pooling and Servicing Agreement and the
Supplement.

     Section 7.06. Amendments. The Seller will not make, or permit any Person to
make, any material amendment, modification or change to, or provide any material
waiver under the Pooling and Servicing Agreement or any Series Document without
satisfaction of the Rating Agency Condition.

     Section 7.07. Cardholder Guidelines. Neither the Seller nor the Servicer
shall make or permit any person to make, any amendment, modification or change
to the Cardholder Guidelines if, as a result of such change, a Receivable would
not be required to be charged off as uncollectible once that Receivable was
determined to be 180 days or more past due.

                                  ARTICLE VIII

                              ADDITIONAL COVENANTS

     Section 8.01. Legal Conditions to Closing. The parties hereto will take all
reasonable action necessary to obtain (and will cooperate with one another in
obtaining) any consent, authorization, permit, license, franchise, order or
approval of, or any exemption by, any


                                       18
<PAGE>

Governmental Authority or any other Person, required to be obtained or made by
it in connection with any of the transactions contemplated by this Agreement.

     Section 8.02. Transfer Restrictions.

     (a) Except as otherwise provided in Section 10.04, no Series 2004-VFC
Certificate may be offered, sold or otherwise transferred to any Person (other
than the Seller) unless the Seller shall have given its prior written approval
to such offer, sale or transfer (which approval shall not be unreasonably
withheld). Each Purchaser further agrees that it will not make any general
solicitation or general advertising for the offer or sale of its Series 2004-VFC
Certificate and will not transfer its Series 2004-VFC Certificate (or any
portion thereof) to any Person except (a) to a Person within the United States
which such Purchaser reasonably believes is a "qualified institutional buyer"
(as defined in Rule 144A under the Act) that is purchasing (1) for its own
account or (2) for the account of a "qualified institutional buyer" (as so
defined) or (b) to a Person that is an institutional "accredited investor"
within the meaning of Rule 501(a) (1), (2), (3) or (7) of Regulation D under the
Act, that is, in either case, aware that such resale, pledge or transfer is
being made in reliance on an exemption from registration under the Act, and, in
either case, unless such Person shall have delivered to such Purchaser an
Investment Letter. Each Purchaser further agrees to provide to any Person
purchasing a Series 2004-VFC Certificate (or any portion thereof) from it a
notice advising such purchaser that resales of the Series 2004-VFC Certificates
are restricted as stated above.

     (b) Seller shall not execute, and (if given prior written notice by the
Servicer of the inability of the Seller to execute any Subject Instrument by
operation of this clause (b)) the Transfer Agent and Registrar shall not
register the transfer of, any Class B Certificate unless (i) after giving effect
to the execution or transfer of such Class B Certificate, there would be no more
than 5 Private Holders of Class B Certificates and (ii) the other conditions to
transfer set forth in Section 6.3 of the Pooling Agreement have been satisfied.

     Section 8.03. Consents, etc. Each Purchaser agrees not to unreasonably
withhold or delay its consent to any amendment or other matter requiring consent
of the Holders of the Series 2004-VFC Certificates under a provision of any
Series Document to the extent that such provision specifies that such consent is
not to be unreasonably withheld or delayed.

                                   ARTICLE IX

                                 INDEMNIFICATION

     Section 9.01. Indemnification by the Seller. The Seller agrees to indemnify
and hold harmless each Indemnified Party against any and all losses, claims,
damages, liabilities or expenses, including legal and accounting fees
(collectively, "Losses"), as incurred (payable promptly upon written request),
for or on account of or arising from or in connection with this Agreement,
including any breach of any representation, warranty or covenant of the Seller
in this Agreement or in any certificate or other written material delivered
pursuant hereto; provided, however, that the Seller shall not be so required to
indemnify any such Person or otherwise be liable to any such Person hereunder
for any Losses (i) resulting from the performance of the Receivables, market
fluctuations, a shortfall or failure to make payment under any Enhancement


                                       19
<PAGE>

or other similar market or investment risks associated with ownership of the
Class A Certificates, (ii) which would otherwise be covered in Section 9.04
hereof, (iii) arising from such Person's gross negligence or willful misconduct
or (iv) arising from a breach of any representation or warranty set forth in the
Pooling and Servicing Agreement, a remedy for the breach of which is provided in
Section 2.4 of the Pooling and Servicing Agreement.

     Section 9.02. Procedure. In order for an Indemnified Party to be entitled
to any indemnification provided for under this Agreement in respect of, arising
out of, or involving a claim made by any Person against the Indemnified Party (a
"Third Party Claim"), such Indemnified Party must notify the Seller in writing
of the Third Party Claim within a reasonable time after receipt by such
Indemnified Party of written notice of the Third Party Claim unless the Seller
shall have previously obtained actual knowledge thereof. Thereafter, the
Indemnified Party shall deliver to the Seller, within a reasonable time after
the Indemnified Party's receipt thereof, copies of all notices and documents
(including court papers) received by the Indemnified Party relating to the Third
Party Claim.

     Section 9.03. Defense of Claims. If a Third Party Claim is made against an
Indemnified Party, (a) the Seller will be entitled to participate in the defense
thereof and, (b) if it so chooses, to assume the defense thereof with counsel
selected by the Seller, provided that in connection with such assumption (i)
such counsel is not reasonably objected to by the Indemnified Party and (ii) the
Seller, subject to Section 10.09, first admits in writing its liability to
indemnify the Indemnified Party with respect to all elements of such claim in
full to the extent such claim is valid. Should the Seller so elect to assume the
defense of a Third Party Claim, the Seller will not be liable to the Indemnified
Party for any legal expenses subsequently incurred by the Indemnified Party in
connection with the defense thereof. If the Seller elects to assume the defense
of a Third Party Claim, the Indemnified Party will (i) cooperate in all
reasonable respects with the Seller in connection with such defense and (ii) not
admit any liability with respect to, or settle, compromise or discharge, such
Third Party Claim without the Seller's prior written consent, as the case may
be. If the Seller shall assume the defense of any Third Party Claim, the
Indemnified Party shall be entitled to participate in (but not control) such
defense with its own counsel at its own expense. If the Seller does not assume
the defense of any such Third Party Claim, the Indemnified Party may defend the
same in such manner as it may deem appropriate, including settling such claim or
litigation after giving notice to the Seller of such terms and, subject to
Section 10.09, the Seller will promptly reimburse the Indemnified Party upon
written request. Anything contained in this Agreement to the contrary
notwithstanding, the Seller shall not be entitled to assume the defense of any
part of a Third Party Claim that seeks an order, injunction or other equitable
relief or relief for other than money damages against the Indemnified Party.

     Section 9.04. Increased Cost and Reduced Return.

     (a) If (i) Regulation D or (ii) any Regulatory Change occurring after the
Closing Date:

          (A) shall impose, modify or deem applicable any reserve (including,
     without limitation, any reserve imposed by the Federal Reserve Board, but
     excluding any reserve included in the determination of the Daily Conduit
     Purchaser Rate), special deposit or


                                       20
<PAGE>

     similar requirement against assets of any Covered Person, deposits or
     obligations with or for the account of any Covered Person, or credit
     extended by any Covered Person under any Funding Agreement;

          (B) shall change the amount of capital maintained or required or
     requested or directed to be maintained by any Covered Person;

          (C) shall impose on any Covered Person any other condition affecting
     any Class A Certificates owned or funded in whole or in part by any Covered
     Person, or its obligations or rights, if any, to fund any Class A
     Incremental Fundings; or

          (D) shall change the rate for, or the manner in which the Federal
     Deposit Insurance Corporation (or a successor thereto) or any other
     applicable regulator assesses, deposit insurance premiums or similar
     charges;

and the result of any of the foregoing is or would be

          (x) to increase the cost to (or in the case of Regulation D referred
     to above, to impose a cost on) a Covered Person funding the Class A Funded
     Amount, any purchases, reinvestments, or loans or other extensions of
     credit under any Funding Agreement or any commitment of any Covered Person
     with respect to any of the foregoing,

          (y) to reduce the amount of any sum received or receivable by a
     Covered Person under any Funding Agreement with respect thereto, or

          (z) in the reasonable determination of such Covered Person, to reduce
     the rate of return on the capital of a Covered Person as a consequence of
     its obligations arising in connection herewith to a level below that which
     such Covered Person could otherwise have achieved but for Regulation D or
     such Regulatory Change,

then within thirty days after demand by such Covered Person (which demand shall
be accompanied by a statement setting forth the basis of such demand), the
Seller shall pay to the Conduit Purchaser solely from amounts remitted to the
Seller pursuant to Section 4.9(a)(xii) of the Supplement, for the benefit of
such Covered Person, such amounts charged to such Funding Source or to
compensate such Covered Person for such reduction. This Section 9.04(a) shall
not apply to taxes.

     (b) Each Covered Person will promptly notify the Conduit Purchaser, the
Seller and the Administrator of any event of which it has knowledge which will
entitle such Funding Source to compensation pursuant to this Section 9.04;
provided, however, no failure to give or delay in giving such notification shall
adversely affect the rights of any Covered Person to such compensation.

     (c) In determining any amount provided for or referred to in this Section
9.04, a Covered Person may use any reasonable averaging and attribution methods
that it (in its sole discretion) shall deem applicable. Any Covered Person when
making a claim under this Section 9.04 shall submit to the Conduit Purchaser and
the Seller a statement as to such increased cost or


                                       21
<PAGE>

reduced return (including calculation thereof in reasonable detail), which
statement shall, in the absence of demonstrable error, be conclusive and binding
upon Seller.

     (d) The Conduit Purchaser agrees that it shall use its reasonable best
efforts to take any action that will avoid the need to pay, or reduce the amount
of, any increased amounts referred to in paragraph (a); provided that the
Conduit Purchaser shall not be obligated to take any actions that would, in the
reasonable opinion of the Conduit Purchaser, be disadvantageous to the Conduit
Purchaser.

     (e) Subject to Section 9.04(g), any and all payments made under this
Agreement shall be made free and clear of, and without deduction for, any and
all present or future Taxes. If any amount of Taxes shall be required by law to
be deducted from or in respect of any sum payable hereunder to any Foreign
Funding Source that is an assignee or participant of the Conduit Purchaser, (i)
the sum payable shall be increased as may be necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section 9.04(e)), such Foreign Funding Source receives an amount
equal to the sum it would have received had no such deductions been made, (ii)
the Seller shall make such deductions and (iii) the Seller shall pay the full
amount deducted to the relevant taxation authority or other authority in
accordance with applicable law solely from amounts remitted to the Seller
pursuant to Section 4.9(a)(xii) of the Supplement.

     (f) Each Foreign Funding Source that is an assignee or participant of the
Conduit Purchaser, on or prior to the date pursuant to which it becomes an
assignee or participant of the Conduit Purchaser, and from time to time
thereafter if requested in writing by the Seller (unless such Funding Source can
no longer lawfully do so due to a change in law subsequent to the date it became
an assignee or participant of Purchaser hereunder), shall provide Seller with
such form(s) prescribed by the Internal Revenue Service, certifying that such
Funding Source is entitled to benefits under an income tax treaty to which the
United States is a party which reduces the rate of withholding tax on payments
of interest to zero or certifying that the income receivable pursuant to this
Agreement is effectively connected with the conduct of a trade or business in
the United States.

     (g) For any period with respect to which a Funding Source that is a Foreign
assignee or participant of the Conduit Purchaser has failed to provide the
Seller with the appropriate form described in Section 9.04(f) (other than if
such failure is due to a change in law occurring subsequent to the date on which
a form originally was required to be provided), such Funding Source shall not be
entitled to payments of additional amounts under Section 9.04(e).

     Section 9.05. Other Expenses. Seller agrees, upon receipt of a written
invoice, to pay or cause to be paid, and to save the Conduit Purchaser, any
Liquidity Provider, the Administrator and the Agent harmless against liability
for the payment of, all reasonable out-of-pocket expenses (including attorneys',
accountants' and other third parties' fees and expenses, any filing fees and
expenses incurred by officers or employees of Conduit Purchaser, any Liquidity
Provider, the Administrator and/or the Agent) or intangible, documentary or
recording taxes incurred by or on behalf of the Conduit Purchaser, any Liquidity
Provider, the Administrator or the Agent (i) in connection with the preparation,
negotiation, execution and delivery of this Agreement, the Supplement or the
Series 2004-VFC Certificates and any documents or


                                       22
<PAGE>

instruments delivered pursuant hereto and thereto and the transactions
contemplated hereby or thereby, including any examination pursuant to Section
7.03 and (ii) from time to time (A) relating to any amendments, waivers or
consents under this Agreement the Supplement and the Series 2004-VFC
Certificates or (B) arising in connection with the Conduit Purchaser, any
Liquidity Provider, the Administrator or the Agent's enforcement or preservation
of rights hereunder; provided, however, that unless and until an Early
Amortization Event with respect to Series 2004-VFC shall have occurred and be
continuing, the Seller shall be responsible for the costs and expenses related
to only one annual audit, solely to the extent provided in Section 7.03.

                                   ARTICLE X

                                  MISCELLANEOUS

     Section 10.01. Amendments. No amendment or waiver of any provision of this
Agreement shall in any event be effective unless the same shall be in writing
and signed by all of the parties hereto. No amendment or waiver of any provision
of the Fee Letter shall in any event be effective unless the same shall be in
writing and signed the Seller and the Administrator. The Administrator shall
give each of Standard & Poor's and Moody's notice of any such amendment to this
Agreement or the Fee Letter.

     Section 10.02. Notices. All notices and other communications provided for
hereunder shall, unless otherwise stated herein, be in writing (including
telecopies, telegraphic, telex or cable communication) and mailed, telecopied,
telegraphed, cabled or delivered, as to each party hereto, at its address set
forth in Schedule I hereto or at such other address as shall be designated by
such party in a written notice to the other party hereto. All such notices and
communications shall, when mailed, telecopied, telegraphed or cabled, be
effective when deposited in the mails, confirmed by telephone, delivered to the
telegraph company or delivered to the cable company, respectively.

     Section 10.03. No Waiver; Remedies. No failure on the part of any party
hereto to exercise, and no delay in exercising, any right hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right hereunder preclude any other or further exercise thereof or the exercise
of any other right. The remedies herein provided are cumulative and not
exclusive of any remedies provided by law.

     Section 10.04. Binding Effect; Assignability.

     (a) This Agreement shall be binding upon and inure to the benefit of the
Seller, the Administrator and the Purchasers and their respective successors and
assigns (including any subsequent holders of the Series 2004-VFC Certificates);
provided, however, that the Seller shall not have the right to assign its rights
hereunder or any interest herein (by operation of law or otherwise) without the
prior written consent of the Administrator and the Purchasers, which consent
shall not be unreasonably withheld. The Administrator and the Conduit Purchaser
each agrees that it shall not transfer a Class A Certificate or any interest
therein without the Seller's consent, unless such transfer is to a Liquidity
Provider. The Seller agrees that it will not unreasonably withhold its consent
to the transfer by the Administrator and the Conduit Purchaser of a Class A
Certificate to a special purpose company which is administered by the


                                       23
<PAGE>

Administrator and engages in activities substantially similar to the Conduit
Purchaser. The Class B Purchaser agrees that it shall not transfer a Class B
Certificate without the Administrator's consent, unless such transfer is to an
affiliate of the Class B Purchaser.

     (b) This Agreement shall create and constitute the continuing obligation of
the parties hereto in accordance with its terms, and shall remain in full force
and effect until such time as all amounts payable with respect to the Series
2004-VFC Certificates shall have been paid in full.

     Section 10.05. Provision of Documents and Information. The Seller
acknowledges and agrees that the Conduit Purchaser and the Administrator are
permitted to provide to permitted assignees and participants, the placement
agents for the Commercial Paper, the rating agencies with respect to the
Commercial Paper and other liquidity and credit providers under their respective
commercial paper programs, opinions, certificates, documents and other
information relating to the Seller, the Originator, the Servicer and the
Receivables delivered to the Purchasers or the Administrator pursuant to this
Agreement.

     Section 10.06. GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL.

     (a) THIS CERTIFICATE PURCHASE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS. EACH OF THE PARTIES TO THIS CERTIFICATE PURCHASE
AGREEMENT HEREBY AGREES TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELLATE COURT HAVING
JURISDICTION TO REVIEW THE JUDGMENTS THEREOF. EACH OF THE PARTIES HEREBY WAIVES
ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY
ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO
THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH
COURT.

     (b) EACH OF THE PARTIES HERETO WAIVES TRIAL BY JURY IN ANY JUDICIAL
PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN
TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED
WITH THIS AGREEMENT, ANY DOCUMENT EXECUTED BY ANY PARTY PURSUANT TO THIS
AGREEMENT OR THE RELATIONSHIPS ESTABLISHED HEREUNDER.

     Section 10.07. No Proceedings.

     (a) The Seller agrees that so long as Commercial Paper of the Conduit
Purchaser shall be outstanding or there shall not have elapsed one year plus one
day since the last day on which any Commercial Paper of the Conduit Purchaser
shall have been outstanding, it shall not file, or join in the filing of, a
petition against the Conduit Purchaser under any Debtor Relief Laws, or join in
the commencement of any bankruptcy, reorganization, arrangement, insolvency,
liquidation or other similar proceeding against the Conduit Purchaser.

     (b) Each Purchaser severally agrees that it shall not at any time file, or
join in the filing of, a petition against the Trust or the Seller under any
Debtor Relief Laws, or join in the


                                       24
<PAGE>

commencement of any bankruptcy, reorganization, arrangement, insolvency,
liquidation or other similar proceeding against the Seller or the Trust.

     Section 10.08. Execution in Counterparts. This Agreement may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same
agreement.

     Section 10.09. No Recourse. The obligations of the Conduit Purchaser, the
Servicer or the Seller (each, a "Securitization Entity") under this Agreement,
or any other agreement, instrument, document or certificate executed and
delivered by or issued by such Securitization Entity or any officer thereof are
solely the corporate or partnership obligations of such Securitization Entity.
No recourse shall be had for payment of any fee or other obligation or claim
arising out of or relating to this Agreement or any other agreement, instrument,
document or certificate executed and delivered or issued by such Securitization
Entity, or any officer thereof in connection therewith, against any stockholder,
limited partner, employee, officer, director or incorporator of such
Securitization Entity, provided, however, that provisions of this section shall
not relieve any of the foregoing persons from any liability arising from his,
her or its intentional misrepresentation or willful misconduct.

     Section 10.10. Survival. All representations, warranties, covenants,
guaranties and indemnifications contained in this Agreement and in any document,
certificate or statement delivered pursuant hereto or in connection herewith
shall survive the sale, transfer or repayment of the Series 2004-VFC
Certificates.

     Section 10.11. Tax Characterization. Each party to this Agreement (a)
acknowledges and agrees that it is the intent of the parties to this Agreement
that, for federal, state and local income and franchise tax purposes only, the
Class A Certificates will be treated as evidence of indebtedness secured by the
Receivables and proceeds thereof and the Trust will not be characterized as an
association (or publicly traded partnership) taxable as a corporation, (b)
agrees to treat the Class A Certificates for federal, state and local income and
franchise tax purposes as indebtedness and (c) agrees that the provisions of
this Agreement and all related Series Documents shall be construed to further
these intentions of the parties

     Section 10.12. Tax Non-Confidentiality. Notwithstanding anything to the
contrary set forth in Section 7.03 or elsewhere herein or in the Supplement, the
parties to this Agreement acknowledge and agree that (i) any obligations of
confidentiality contained herein do not apply and have not applied from the
commencement of discussions between the parties to the tax treatment and tax
structure of the Series 2004-VFC Certificates (and any related transactional
arrangements), and (ii) each party (and each of its employees, representatives
or other agents) may disclose to any and all persons, without limitation of any
kind, the tax treatment and tax structure of the Series 2004-VFC Certificates
and all materials of any kind (including opinions or other tax analyses) that
are provided to such party relating to such tax treatment and tax structure, all
within the meaning of the U.S. Department of Treasury Regulations, Section
1.6011-4.


                                       25
<PAGE>


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

                                 CHARMING SHOPPES RECEIVABLES CORP.,
                                 as Seller


                                 By:
                                    -------------------------------------------
                                 Name:
                                      -----------------------------------------
                                 Title:
                                       ----------------------------------------

                                 SHEFFIELD RECEIVABLES CORPORATION,
                                 as Conduit Purchaser


                                 By:
                                    -------------------------------------------
                                 Name:
                                      -----------------------------------------
                                 Title:
                                       ----------------------------------------

                                 BARCLAYS BANK PLC
                                 as Administrator
                                 By:
                                    -------------------------------------------
                                 Name:
                                      -----------------------------------------
                                 Title:
                                       ----------------------------------------

                                 CHARMING SHOPPES RECEIVABLES CORP.,
                                 as Class B Purchaser

                                 By:
                                    -------------------------------------------
                                 Name:
                                      -----------------------------------------
                                 Title:
                                       ----------------------------------------

                                 SPIRIT OF AMERICA, INC., as Servicer
                                 By:
                                    -------------------------------------------
                                 Name:
                                      -----------------------------------------
                                 Title:
                                       ----------------------------------------



                                       26
<PAGE>

                                                                      EXHIBIT A

                      Form of Notice of Incremental Funding


A. Proposed Incremental Funding Date: ___________

B. Amount of requested Class A Incremental Funding                  $__________

C. Purchase Price (100% of the related Class A Incremental Funding
   Amount)                                                          $__________

D. Remaining Maximum Class A Funded Amount (excluding the requested
   Class A Incremental Funding)                                     $__________

E. Remaining Maximum Class A Funded Amount (after giving effect to
   the requested Class A Incremental Funding on the date hereof)    $__________

F. Amount of requested Class B Incremental Funding                  $__________

G. Purchase Price (100% of the related Class B Incremental Funding
   Amount)                                                          $__________

H. Remaining Maximum Class B Funded Amount (excluding the requested
   Class B Incremental Funding)                                     $__________

I. Remaining Maximum Class B Funded Amount (after giving effect to
   the requested Class B Incremental Funding on the date hereof)    $__________

F.   Certifications:

     1.   The representations and warranties of Charming Shoppes Receivables
          Corp. ("CSRC") in the Second Amended Pooling and Servicing Agreement
          dated as of November 25, 1997, as amended as of July 22, 1999 and as
          of May 8, 2001 (as amended or otherwise modified, the "Pooling and
          Servicing Agreement"), among CSRC, as Seller, Spirit of America, Inc.,
          as Servicer, and Wachovia Bank, National Association as trustee (the
          "Trustee"), and the Certificate Purchase Agreement dated as of January
          21, 2004 (as amended or otherwise modified, the "Agreement"), among
          CSRC, the Conduit Purchaser, the Administrator, the Servicer and the
          Class B Purchaser are true and correct on the date hereof.

     2.   The applicable Incremental Funding Conditions specified in Section
          2.02(a) of the Agreement, if a Class A Incremental Funding is
          requested hereby, and Section 2.03(a) of the Agreement, if a Class B
          Incremental Funding is requested hereby, have been satisfied and/or
          will be satisfied as of the applicable Incremental Funding Date.



                                       27
<PAGE>

                           CHARMING SHOPPES RECEIVABLES CORP


                           By ________________________
                           Authorized Officer


Date of Notice:  __________





























                                       28
<PAGE>

                                                                      EXHIBIT B

                           [Form of Investment Letter]

                                January 21, 2004

Wachovia Bank, National Association
123 South Broad Street, M/B/O/, 18th Floor
Philadelphia, PA 19019
Attn: Corporate Trust Administration

Charming Shoppes Receivables Corp.
c/o Charming Shoppes, Inc.
450 Winks Lane
Bensalem, PA 19020

                  Re: Purchase of [Class A/Class B] Certificate

Ladies and Gentlemen:

     This letter (the "Investment Letter") is delivered by ____________________
(the "Purchaser") and [____________________ ("__________"), as Agent](1)
pursuant to Section 6.03 of the Certificate Purchase Agreement dated as of
January 21, 2004 (as amended or otherwise modified, the "Agreement") among
Charming Shoppes Receivables Corp. ("CSRC"), Spirit of America, Inc., as
Servicer, the Conduit Purchaser, the Class B Purchaser and the Agent.
Capitalized terms used herein without definition shall have the meanings set
forth in the Agreement. The Purchaser represents to the Seller as follows:

     (a) the Purchaser is authorized to enter into the Agreement and to perform
its obligations thereunder and to consummate the transactions contemplated
thereby;

     (b) the Purchaser [and Agent] have such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risks of an investment in the [Class A/Class B] Certificate and the Purchaser is
able to bear the economic risk of such investment;

     (c) the Purchaser [and Agent] have reviewed the Pooling and Servicing
Agreement and the Supplement (including the schedules and exhibits thereto) and
have had the opportunity to perform due diligence with respect thereto and to
ask questions of and receive answers from the Seller and its representatives
concerning the Seller, the Servicer, the Originator, the Trust and the [Class
A/Class B] Certificates;

     (d) [Agent is an agent on behalf of the Purchaser and the Purchaser is not
acquiring the Class A Certificate as an agent or otherwise for any other
person.] The Purchaser is a [____________________]; [Agent is a
[____________________]];

-----------------
(1)  Bracketed language for conduit purchasers only.

                                       29
<PAGE>

     (e) Each of the Purchaser [and Agent] is either (x) an "accredited
investor" (as such term is defined in Rule 501(a)(1), (2), (3) or (7) of
Regulation D promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended or (y) a qualified
institutional buyer as defined in Rule 144A promulgated by the Commission under
the Securities Act of 1933, as amended. Each of the Purchaser [and Agent]
understands that the offering and sale of the [Class A/Class B] Certificates
have not been and will not be registered under the Securities Act of 1933, as
amended, and have not and will not be registered or qualified under any
applicable "blue sky" law, and that the offering and sale of the [Class A/Class
B] Certificates have not been reviewed by, passed on or submitted to any federal
or state agency or commission, securities exchange or other regulatory body;

     (f) The Purchaser[, through the Agent], is acquiring the [Class A/Class B]
Certificate without a view to any distribution, resale or other transfer
thereof, except as contemplated by the following sentence. The Purchaser and
Agent will not resell or otherwise transfer the [Class A/Class B] Certificate or
any portion thereof, except in accordance with Section 8.02 of the Agreement.

     (g) The Purchaser [and Agent] understand that each [Class A/Class B]
Certificate will bear a legend to substantially the following effect:

          THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
     1933, AS AMENDED (THE "SECURITIES ACT"), IN RELIANCE UPON EXEMPTIONS
     PROVIDED BY THE SECURITIES ACT. NO RESALE OR OTHER TRANSFER OF THIS
     CERTIFICATE MAY BE MADE EXCEPT IN COMPLIANCE WITH THE REGISTRATION
     PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE PROVISIONS UNDER STATE
     BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH
     PROVISIONS. THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN
     CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THE SUPPLEMENT
     AND THE CERTIFICATE PURCHASE AGREEMENT REFERRED TO HEREIN.

          NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE ACQUIRED BY
     (A) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE
     RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA")) THAT IS SUBJECT TO
     THE PROVISIONS OF TITLE 1 OF ERISA, (B) A PLAN DESCRIBED IN SECTION
     4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR (C) ANY
     ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S
     INVESTMENT IN THE ENTITY (EACH A "BENEFIT PLAN"). BY ACCEPTING AND HOLDING
     THIS CERTIFICATE OR ANY INTEREST HEREIN, THE HOLDER HEREOF OR ANY OWNER OF
     AN INTEREST HEREIN SHALL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT
     IT IS NOT A BENEFIT PLAN.

     (h) This Investment Letter has been duly authorized, executed and delivered
and constitutes the legal, valid and binding obligations of the Purchaser [and
the Agent], enforceable against the Purchaser [and the Agent] in accordance with
its terms, except as such enforceability


                                       30
<PAGE>

may be limited by receivership, conservatorship, bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and general principles of equity.

     (i) [Each of] the Purchaser and [the Agent] represents and warrants that
neither the Purchaser [nor the Agent] is (i) an employee benefit plan (as
defined in Section 3(3) of ERISA) that is subject to the provisions of Title I
of ERISA, (ii) a plan described in Section 4975(e)(1) of the Internal Revenue
Code, or (iii) an entity whose underlying assets include plan assets by reason
of a plan's investment in such entity.

                         Very truly yours,

                         ------------------------------,
                         as Purchaser


                         By:___________________________
                         Name:
                         Title:

                         ------------------------------,
                         as Agent


                         By:___________________________
                         Name:
                         Title:














                                       31
<PAGE>


                                   SCHEDULE I

                              Addresses for Notices

Sheffield Receivables Corporation
c/o Barclays Bank PLC
200 Park Avenue, 5th Floor
New York, NY  10166
Attention: David Lister
Fax: (212) 412-6846
Telephone: (212) 412-7659

Barclays Bank PLC
200 Park Avenue, 5th Floor
New York, New York  10166
Attention: Pierre Duleyrie
Fax: (212) 412-6846
Telephone: (212) 412-2932


Spirit of America, Inc.
c/o Spirit of American National Bank
450 Winks Lane
Bensalem, Pennsylvania 19020
Attn: General Counsel
Fax:   (215) 633-4653
Phone: (215) 245-9100

Charming Shoppes Receivables Corp.
c/o Fashion Service Corp.
450 Winks Lane
Bensalem, Pennsylvania 19020
Attn: General Counsel
Fax: (215) 633-4653
Phone: (215) 245-9100






                                       32