exhibit1023nov12008.htm


    
      
         


      

      
         


        
          

        

      

      
         


        
          EXHIBIT
10.23

          


        

      

    


    SECOND
AMENDMENT

     

    THIS
SECOND AMENDMENT, dated as of November 14, 2008 (this “Amendment”) among
Charming Shoppes Receivables Corp. (“CSRC”), as Seller,
Spirit of America, Inc. (“Spirit, Inc”), as
Servicer, and U.S. Bank National Association, as successor in interest to
Wachovia Bank, National Association, as Trustee (the “Trustee”) is to the
Series 2004-VFC Supplement, dated as of January 21, 2004 (as heretofore amended,
the “Supplement”), among
CSRC, as Seller, Spirit, Inc., as Servicer, and the Trustee, and consented to by
Barclays Bank PLC.  Any capitalized term not herein defined shall
have the meaning assigned to it in the Supplement.

     

    WHEREAS,
the parties hereto desire to amend the Supplement in order to make certain
changes specified below; and

     

    WHEREAS,
the parties hereto acknowledge the terms of Certificate Purchase Agreement, as
amended as of the date hereof;

     

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

     

    SECTION
1.  AMENDMENT.  The
Supplement is hereby amended by deleting the amount “$50,000,000” where it
appears in the definition of “Maximum Class A Funded Amount” and substituting
the amount “$105,000,000” therefor:

     

    SECTION 2.  EFFECTIVENESS.  The
amendment set forth in Section 1 above
shall become effective on the date on which:

     

    (a)           the
Servicer shall have received counterparts of this Amendment executed by CSRC,
Spirit, Inc., the Trustee and the Administrator;

     

    (b)           the
Administrator shall have received a replacement Series 2004-VFC Certificate,
Class A, executed by CSRC and authenticated by the Trustee, reflecting the
increase in the Maximum Class A Funded Amount;

     

    (c)           the
Trustee shall have received the existing Series 2004-VFC Certificate, Class A,
from the Administrator for cancellation or a lost certificate affidavit and
indemnity satisfactory to CSRC and the Trustee; and

     

    (d)           the
Rating Agency Condition shall have been satisfied.

     

     

    
      
        
        

      

      
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    SECTION 3.  MISCELLANEOUS.  (a)  As
hereby amended, the Supplement (as so amended, the “Amended Supplement”),
shall remain in full force and effect and is hereby ratified and confirmed in
all respects.  After the effectiveness hereof, all references in the
Pooling and Servicing Agreement, any other Supplement and any similar document
to the “Series 2004-VFC Supplement” or similar terms shall refer to the Amended
Supplement.

     

    (b)  This
Amendment may be executed in any number of counterparts and by the different
parties on separate counterparts, and each such counterpart shall be deemed to
be an original but all such counterparts shall together constitute one and the
same Amendment.

     

    (c) This
Amendment shall be construed in accordance with and governed by the Laws of the
State of New York, without giving effect to its conflicts of law
provisions.

     

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

     

    
      	
              CHARMING SHOPPES RECEIVABLES
      CORP.,

            
	
              Seller

            
	 
      
	 
      
	
              By:__________________________________________

            
	
              Name:

            
	
              Title:

            
	 
      
	 
      
	
              SPIRIT OF AMERICA,
      INC.

            
	
              Servicer

            
	 
      
	 
      
	
              By:__________________________________________

            
	
              Name:

            
	
              Title:

            
	 
      
	 
      
	
              U.S. BANK NATIONAL
      ASSOCIATION,

            
	
              not
      in its individual capacity but solely as the Trustee for CHARMING SHOPPES
      MASTER TRUST

            
	 
      
	 
      
	
              By:__________________________________________

            
	
              Name:

            
	
              Title:

            


    

    


    


    


    


    


    


    


    


    


    


    


    


    



    
      
         


      

      
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              Acknowledged
      and Agreed to as of the date first written above:

            
	 
      
	
              BARCLAYS BANK PLC, as
      Administrator

            
	 
      
	 
      
	
              By:__________________________________________

            
	
              Name:

            
	
              Title:

            


    

    


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 


    
      
         


      

      
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