EXHIBIT 10.1.14
SECOND AMENDMENT TO THE
RECEIVABLES PURCHASE AGREEMENT AND THE
RECEIVABLES PURCHASE AGREEMENT (PARALLEL PURCHASE
COMMITMENT)
AMENDMENT AGREEMENT, dated as of March 31,
1997, among FIRST UNION NATIONAL BANK, a national
banking association, solely in its capacity as the
trustee (the "Trustee") for CHARMING SHOPPES MASTER
TRUST, a trust formed pursuant to the Pooling and
Servicing Agreement (as defined in Exhibit I to the RPA
(as hereinafter defined)) (in such capacity, the
"Seller"), FASHION SPC, INC., a Delaware corporation
the "Subordinated Purchaser"), SPIRIT OF AMERICA
NATIONAL BANK, a national banking association
("Spirit"), in its capacity as the originator or the
owner (prior to the sale thereof to the Seller pursuant
to the Pooling and Servicing Agreement) of the Accounts
(as defined in Exhibit I to the RPA) (in such capacity,
the "Owner") and in its capacity as the Servicer (in
such capacity, the "Servicer"), CXC INCORPORATED, a
Delaware corporation ("CXC"), CITIBANK, N.A., BANK
HAPOALIM B.M. (New York Branch), CREDIT COMMUNAL DE
BELGIQUE S.A., RAIFFEISEN ZENTRALBANK XXXXXXXXXXX XX,
UNITED STATES NATIONAL BANK OF OREGON, and PEOPLES
SECURITY LIFE INSURANCE COMPANY (collectively, the
"Banks"), and CITICORP NORTH AMERICA, INC., a Delaware
corporation ("CNAI"), as agent (the "Agent") for the
Banks and the Purchasers (as defined in Exhibit I, to
the RPA).
Preliminary Statements. (1) The Seller, the
Subordinated Purchaser, the Owner, the Servicer, CXC
and CNAI as Agent for the Purchasers, are parties to a
Receivables Purchase Agreement, dated as of April 4,
1996, as amended as of December 13, 1996 (the "RPA";
capitalized terms not otherwise defined herein shall
have the meanings attributed to them in the RPA),
pursuant to which a Purchaser may, in its sole
discretion, purchase Receivable Interests from the
Seller;
(2) The Seller, the Subordinated Purchaser,
the Owner, the Servicer, the Banks and CNAI as Agent
for the Banks, are parties to a Receivables Purchase
Agreement (Parallel Purchase Commitment), dated as of
April 4, 1996, as amended as of December 13, 1996 (the
"PPC", pursuant to which the Banks have agreed to
purchase Receivable Interests from the Seller;
(3) Charming Shoppes, Inc. ("Charming
Shoppes") and Fashion Service Corp. ("FSC") are parties
to two Company Agreements each dated as of April 4,
1996 (the "Company Agreements"), one in favor
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of the Purchasers and the Agent (the "RPA Company Agreement")
and the other in favor of the Banks and the Agent (the
"PPC Company Agreement"), pursuant to which Charming
Shoppes and FSC agree, among other things, to cause the
performance and observance by each of the Owner, the
Servicer and the Seller and their respective successors
and assigns of all of the terms, covenants conditions,
agreements and undertakings on the part of the Owner,
the Servicer and the Seller, respectively, to be
performed or observed under the RPA and the PPC;
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(4) The Agent and each of the Banks have
entered into an Asset Purchase Agreement dated as of
April 4, 1996 (the "APA") pursuant to which the Banks
have agreed to purchase Receivable Interests or
interests therein from CXC;
(5) The Seller, the Subordinated Purchaser,
the Owner, the Servicer, the Purchasers, the Banks and
the Agent desire to amend the RPA and PPC to extend the
term of each such agreement; and
(6) Charming Shoppes, FSC and the Agent
desire to confirm that the Company Agreements continue
to apply to the RPA and PPC, each a amended hereby.
NOW, THEREFORE, the parties agree as follows:
SECTION 1. Amendment to RPA. The RPA
shall be amended as follows, effective as of the date
on which all of the conditions precedent set forth in
Section 5 shall be satisfied:
The definition of
"Facility Termination
Date" in Exhibit I to the
RPA is amended by
replacing the date "March
31, 1997" in subsection
(i) thereof with the date
"June 30, 1997."
SECTION 2. Amendment to PPC. The PPC
shall be amended as follows, effective as of the date
on which all of the conditions precedent set forth in
Section 5 shall be satisfied:
The definition of
"Commitment Termination
Date" in Exhibit I to the
PPC is amended by
replacing the date "March
31, 1997" in subsection
(a) thereof with the date
"June 30, 1997."
SECTION 3. Consents to Amendment to RPA. In accordance with
Section 6(a)(v) of the APA, each of the Banks hereby consents to the
amendment to the RPA effected pursuant to Section 1 hereof. In
accordance with the last sentence of Section 2 of
Exhibit I of the PPC, the Agent hereby consents to the
amendment to the RPA effected pursuant to Section 1
hereof.
SECTION 4. Confirmation of the Company
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Agreements. Each of Charming Shoppes and FSC (i)
agrees that the RPA Company Agreement and the PPC
Company Agreement apply to the RPA and PPC,
respectively, each as amended by this Amendment
Agreement and (ii) ratifies and confirms the Company
Agreements in all respects and agrees that the Company
Agreements, shall remain in full force and effect in
accordance with their respective terms, except that on
and after the date hereof, each reference in the RPA
Company Agreement to "the RPA", "thereunder", "thereof"
or words of like import referring to the RPA shall mean
and be a reference to the RPA as amended by this
Amendment Agreement and each reference in the PPC
Company Agreement to "the PPC", "thereunder", "thereof"
or words of like import referring to the PPC shall mean
and be a reference to the PPC as amended by this
Amendment Agreement.
SECTION 5. Conditions Precedent. The
effectiveness of the amendments set forth in Sections 1
and 2 are subject to the conditions precedent that the
Agent shall have received each of the following, in
form and substance satisfactory to the Agent, on or
prior to March 31, 1997:
(i) The Opinion of
Counsel required pursuant
to the provisions of
Section 7.01(a) of each
of the RPA and PPC with
respect to this Amendment
Agreement; and
(ii) Evidence of
consent of CapMAC to this
Amendment Agreement.
SECTION 6. Confirmation of RPA and PPC. Except as herein expressly
amended, the RPA and PPC are ratified and confirmed in all respects and
shall remain in full force and effect in accordance with their
terms. Each reference in the RPA to "this Agreement"
shall mean the RPA as amended by this Amendment
Agreement, and as hereinafter amended or restated and
each reference in the PPC to "this Agreement" shall
mean the PPC as amended by this Amendment Agreement,
and as hereinafter amended or restated.
SECTION 7. Governing Law. THIS AMENDMENT
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 8. Execution in Counterparts.
This Amendment Agreement may be executed in any
number of counterparts and by different parties hereto in
separate counterparts, each of which
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When so executed shall be deemed to be an original and all
of which when taken together shall constitute one and the
same Agreement. Delivery of an executed counterpart of a
signature page to this Amendment Agreement by telecopier shall be
effective as delivery of a manually executed counterpart of this
Amendment Agreement.
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IN WITNESS WHEREOF, the parties have caused
this Amendment Agreement to be executed by their
respective officers thereunto duly authorized, as of
the date first above written.
SELLER: FIRST UNION NATIONAL BANK,
not in its individual
capacity but solely as the
Trustee for CHARMING
SHOPPES MASTER TRUST
By:
Title: Vice President
SUBORDINATED FASHION SPC, INC.
PURCHASER:
By:
Title: Vice President
OWNER/SERVICER: SPIRIT OF AMERICA NATIONAL BANK,
as the Owner and the Servicer
By:
Title: President
CXC: CXC INCORPORATED
By: Citicorp North America, Inc.,
as Attorney-in-Fact
By:
Title: Vice President
AGENT: CITICORP NORTH AMERICA, INC.,
as Agent
By:
Title: Vice President
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BANKS:
CITIBANK, N.A.
By: Citicorp North America, Inc.,
as Attorney-in-Fact
By:
Title: Vice President
BANK HAPOALIM B.M. (New York Branch)
By:
By:
CREDIT COMMUNAL DE BELGIQUE S.A.
By:
By:
RAIFFEISEN ZENTRALBANK
XXXXXXXXXXX XX
By:
UNITED STATES NATIONAL BANK OF
OREGON
By:
PEOPLES SECURITY LIFE INSURANCE
COMPANY
By:
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ACKNOWLEDGED AND AGREED AS TO
SECTION 4 ONLY:
CHARMING SHOPPES: CHARMING SHOPPES, INC.
By:
Title:
FSC: FASHION SERVICE CORP.
By:
Title:
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Consent of Surety
In accordance with Section 4.02(e) of the
Insurance Agreement, dated as of April 4, 1996, among
the undersigned, CXC Incorporated, Spirit of America
National Bank and the other parties thereto, the
undersigned hereby consents to the Second Amendment to
the Receivables Purchase Agreement and the Receivables
Purchase Agreement (Parallel Purchase Commitment) in
the form to which this Consent of Surety is attached.
CAPITAL MARKETS ASSURANCE CORPORATION
By:
Title:
Date: March , 1997
