EXHIBIT 10.1.21
AMENDMENT NO. 1 TO
RECEIVABLES PURCHASE AGREEMENT
AMENDMENT NO. 1 TO AMENDED AND RESTATED RECEIVABLES
PURCHASE AGREEMENT, dated as of October 29, 1998 (this
"Amendment"), 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)) (the "Seller"),
CHARMING SHOPPES RECEIVABLES CORP., a Delaware corporation, in
its capacity as the owner (prior to the sale of the Receivables
to the Seller pursuant to the Pooling and Servicing Agreement)
of the Receivables (as defined in Exhibit I to the RPA) (in such
capacity, the "Owner") and in its capacity as Subordinated
Purchaser (in such capacity, the "Subordinated Purchaser"),
SPIRIT OF AMERICA NATIONAL BANK, a national banking association
("Spirit"), in its capacity as the originator of the Receivables
(in such capacity the "Originator") and in its capacity as the
Servicer (in such capacity, the "Servicer"), CORPORATE
RECEIVABLES CORPORATION, a California corporation ("CRC"), as a
Purchaser, CITICORP NORTH AMERICA, INC., a Delaware corporation
("CNAI"), as agent (the "Agent") for the Purchasers and the
Banks and CITIBANK, N.A. ("Citibank"), a national banking
association, as a Bank.
Preliminary Statements. (1) The Seller, the
Subordinated Purchaser, the Owner, the Originator, the Servicer,
CRC, CNAI, as Agent, and Citibank, are parties to an Amended and
Restated Receivables Purchase Agreement dated as of November 25,
1997 (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, and the Banks
shall, subject to the terms of the RPA, purchase Receivable
Interests from the Seller;
(2) Fashion Service Corp., a Delaware corporation
("FSC"), and Charming Shoppes, Inc., a Pennsylvania corporation
("Charming Shoppes"), are parties to an Amended and Restated
Company Agreement, dated as of November 25, 1997 (the "Company
Agreement") in favor of the Purchasers, the Banks and the Agent,
pursuant to which Charming Shoppes and FSC agree, among other
things, to cause the performance and observance by each of the
Originator, 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
Servicer and the Seller, respectively, to be performed or
observed under the RPA;
(3) The Seller, the Subordinated Purchaser, the
Owner, the Servicer, the Purchasers, the Agent and Citibank
desire to amend the RPA to (i) increase the Purchase Limit and
(ii) increase the aggregate notional amount of the Interest Rate
Agreements; and
(4) Charming Shoppes, FSC and the Agent desire to
confirm that the Company Agreement continues to apply to the RPA
as amended hereby;
NOW, THEREFORE, the parties agree as follows:
SECTION 1. Amendments to RPA. (a) The RPA shall be
amended as follows, effective as of the date on which all of the
conditions precedent set forth in Section 3 shall be satisfied:
(i) The definitions of "Bank Commitment" and
"Purchase Limit" in Exhibit I to the RPA are hereby amended
by deleting the amount "$50,000,000" wherever it appears in
such definitions and replacing such amount with the amount
$150,000,000".
(ii) The definition of "Commitment Termination
Date" is hereby amended by deleting clause (a) of such
definition in its entirety and relettering clauses (b), (c)
and (d) as clauses (a), (b) and (c), respectively.
(iii) The definition of "Interest Rate
Agreements" in Exhibit I to the RPA is hereby amended by
deleting the amount "$50,000,000" wherever it appears in
such definition and replacing such amount with the amount
"$150,000,000".
(b) Notwithstanding anything to the contrary
contained in Section 7.06(a) of the RPA, this Amendment, if
deemed by the Owner or its Affiliates to be a "material
contract" under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), may be filed by the Owner with the
Securities and Exchange Commission as an exhibit to an annual
report on Form 10-K or a quarterly report on Form 10-Q under the
Exchange Act, in each case without any special confidentiality
requirement.
SECTION 2. Extension of Facility Termination Date.
The parties hereto hereby agree that the date described in
clause (i) of the definition of "Facility Termination Date" in
Exhibit I to the RPA is hereby extended to October 29, 1999.
SECTION 3. Confirmation of the Company Agreement.
Each of Charming Shoppes and FSC (i) agrees that the Company
Agreement applies to the RPA as amended by this Amendment and
(ii) ratifies and confirms the Company Agreement in all respects
and agrees that the Company Agreement shall remain in full force
and effect in accordance with its terms, except that on and
after the date hereof, each reference in the 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.
SECTION 4. Conditions Precedent. The effectiveness
of the amendments set forth in Section 1 are subject to the
conditions precedent that the Agent shall have received each of
the following, in form and substance satisfactory to the Agent:
(i) Additional Interest Rate Agreements
satisfying the definition of Interest Rate Agreements in
the RPA, as amended hereby, an amendment to the Assignment
of Interest Rate Agreements previously delivered pursuant
to the RPA, any necessary consents by the counterparties to
such additional Interest Rate Agreements, and an updated
Annex G to the RPA;
(ii) Certified copies of resolutions of the
Board of Directors of each of Spirit, the Subordinated
Purchaser, Charming Shoppes and FSC approving this
Amendment Agreement;
(iii) Favorable opinions of counsel for the
Subordinated Purchaser and Spirit as to such matters as the
Agent may reasonably request; and
(iv) Evidence of compliance with the provisions
of Section 7.01(a) of the RPA with respect to this
Amendment.
SECTION 5. Representations and Warranties. (a) Each
of the Trustee, the Owner, the Servicer and the Originator
confirms that each of the representations and warranties made by
it contained in Exhibit III to the RPA, as amended by this
Amendment, is correct on and as of the date hereof as though
made on and as of this date.
(b) Each of Charming Shoppes and FSC confirms that
each of the representations and warranties made by it contained
in Section 5 of the Company Agreement, after giving effect to
this Amendment, is correct on and as of the date hereof as
though made on and as of this date.
SECTION 6. Confirmation of RPA. Except as herein
expressly amended, the RPA is ratified and confirmed in all
respects and shall remain in full force and effect in accordance
with its terms. Each reference in the RPA to "this Agreement"
shall mean the RPA as amended by this Amendment, and as
hereinafter amended or restated.
SECTION 7. Governing Law. THIS AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.
SECTION 8. Execution in Counterparts. This Amendment
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.
Delivery of an executed counterpart of a signature page to this
Amendment by telecopier shall be effective as delivery of a
manually executed counterpart of this Amendment Agreement.
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
PURCHASER/OWNER: CHARMING SHOPPES RECEIVABLES CORP.
By:
Title: Vice President
ORIGINATOR/
SERVICER: SPIRIT OF AMERICA NATIONAL BANK,
as the Originator and the Servicer
By:
Title: Vice President
CRC: CORPORATE RECEIVABLES CORPORATION
By: Citicorp North America,
Inc., as Attorney-in-Fact
By:
Title: Vice President
AGENT: CITICORP NORTH AMERICA, INC.,
as Agent
By:
Title: Vice President
BANK: CITIBANK, N.A.
By:
Title:
Acknowledged and Agreed as to
SECTIONS 3 and 5(b) only:
CHARMING SHOPPES: CHARMING SHOPPES, INC.
By:______________________________
Title:
FSC: FASHION SERVICE CORP.
By:______________________________
Title:
