exh1018jan312009.htm


    
      
         


      

      
         


        
          

        

      

      
         


        
          EXHIBIT
10.1.8

        

      

    


    As of
March 13, 2009

     

    


     

    Charming
Shoppes Receivables Corp.

    3411
Silverside Road

    Wilmington,
Delaware 19810

     

    Spirit of
America, Inc.

    1103
Allen Drive

    Milford,
Ohio 45150

     

     

    
      
        	
                Re:

              	
                Charming
      Shoppes Master Trust Class A Floating
Rate

              


      

    

    
      	
               

            	Asset Backed
      Certificates, Series 1999-2


    

     

    Ladies
and Gentlemen:

     

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

     

    Each of
CSRC, the Class A Purchaser and the Administrator agrees that clause (i) of the
definition of “Purchase Expiration Date” set forth in Section 1.01 of the
Certificate Purchase Agreement is hereby amended in its entirety to read as
follows: “(i) March 30, 2010, and”.

     

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

     

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

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


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

     

    
      
        
          
            	
                    Sincerely
      yours,

                  
	 
      
	
                    CLIPPER
      RECEIVABLES COMPANY, LLC,

                  
	
                    as
      the Class A Purchaser

                  
	
                    By: _________________

                  
	
                    Name:

                  
	
                    Title:

                  
	 
      
	 
      
	
                    STATE
      STREET GLOBAL MARKETS, LLC,

                  
	
                    as
      the Administrator

                  
	
                    By: _________________

                  
	
                    Name:  Thomas
      Loughlin

                  
	
                    Title:    Senior
      Vice President

                  


          

        

      

    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    



    
      
        
          
            	 
      	
                    S-1

                  	
                    Charming
      Shoppes Series 1999-2

                    Letter
      Agreement

                  


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    


    
      
        
          
            
              	
                      CHARMING
      SHOPPES RECEIVABLES CORP.,

                    
	
                      as
      the Seller and as the Class B Purchaser

                    
	
                      By: ______________

                    
	
                      Name:  Kirk
      R. Simme

                    
	
                      Title:    Vice
      President

                    
	 
      
	
                      SPIRIT
      OF AMERICA, INC.

                    
	
                      as
      the Servicer

                    
	
                      By: ______________

                    
	
                      Name:  Kirk
      R. Simme

                    
	
                      Title:    Vice
      President

                    


            

          

        

      

    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    



    
      
        
          
            	 
      	
                    S-2

                  	
                    Charming
      Shoppes Series 1999-2

                    Letter
      Agreement

                  


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    


    
      
        
          
            	
                    Acknowledged
      and Agreed:

                  
	 
      
	
                    STATE
      STREET BANK & TRUST COMPANY,

                  
	
                    as
      Liquidity Agent and Purchaser

                  
	 
      
	 
      
	
                    By: ___________________

                  
	
                    Name:  Thomas
      Loughlin

                  
	
                    Title:    Vice
      President

                  


          

        

      

    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    



    
      
        
          
            	 
      	
                    S-3

                  	
                    Charming
      Shoppes Series 1999-2

                    Letter
      Agreement