EXHIBIT 10.1.13
AMENDMENT TO
RECEIVABLES PURCHASE AGREEMENT
(PARALLEL PURCHASE COMMITMENT)
AMENDMENT AGREEMENT dated as of December 13, 1996 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 PPC (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 PPC) (in such capacity, the "Owner") and in its capacity as
the Servicer (in such capacity, the "Services"), CITIBANK, N. A.,
a national banking association ), BANK HAPOALIM B.M. (New York
Branch), CREDIT COMMUNAL DE BELGIQUE S.A., RAIFFEISEN ZENTRALBANK
XXXXXXXXXXX XX, UNITED STATES NATIONAL BANK OF OREGON, PEOPLES
SECURITY LIFE INSURANCE COMPANY and CITICORP NORTH AMERICA, INC.
a Delaware corporation ("CNAI") as agent (the "Agent") for the
Banks (as defined in Exhibit I to the PPC) and, as to Sections
3 and 5 (b) hereof only, CHARMING SHOPPES, INC., a Pennsylvania
corporation ("Charming Shoppes"), and FASHION SERVICE CORP., a
Delaware corporation ("FSC").
Preliminary Statements. (1) The Seller, the
Subordinated Purchaser, the Owner, the Servicer, the Purchasers
(as defined in Exhibit I to the RPA) and CNAI as Agent, are
parties to a Receivables Purchase Agreement dated as of April 4,
1996 (the "RPA";
(2) The Seller, the Subordinated Purchaser, the Owner,
the Servicer, the Banks and CNAI as Agent, are parties to a
Receivables Purchase Agreement (Parallel Purchase Commitment)
dated as of April 4, 1996 (the "PPC";capitalized terms not
otherwise defined herein shall have the meanings attributed to
them in the PPC), pursuant to which the Banks have agreed to
purchase Receivable Interests from the Seller;
(3) Charming Shoppes and FSC are parties to a Company
Agreement dated as of April 4, 1996 (the "Company Agreement") in
favor of 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 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 PPC;
(4) The Seller, the Subordinated Purchaser, the Owner,
the Servicer,
the Banks and the Agent desire to amend the PPC to
(i) increase the maximum permitted Floating Allocation
Percentage, (ii) increase the maximum permitted Quarterly Charge-
Off Ratio and (iii) establish an escrow account relating to
charge-offs; and
(5) 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 PPC.
. The PPC shall be amended, effective as of the date on
which all of the conditions precedent set forth in Section 4
shall be satisfied, by the addition of a new Section 7.18 which
shall read in its entirety as follows:
"SECTION 7.18. Further Incorporation by
Reference. Section 7.17 of the Receivables
Purchase Agreement is hereby incorporated
herein by this reference, except that (i)
each reference therein to a "Purchaser" shall
be deemed to be a reference to a "Bank," (ii)
each reference therein to the Parallel
Purchase Commitment shall be deemed to be a
reference to the Receivables Purchase
Agreement and (iii) the reference to "Section
7.16 (f)" shall mean Section 7.16 (f) of the
Receivables Purchase Agreement; provided,
however, that if the CO Escrow Account shall
have been established pursuant to the
Receivables Purchase Agreement, no additional
CO Escrow Account shall be established as a
result of this incorporation by reference."
SECTION 2. Consent to Amendment to RPA. In
accordance with the last sentence of Section 2 of Exhibit I of
the PPC, the Agent hereby consents to the amendments to the RPA
effected pursuant to the Amendment dated as of the date hereof to
the RPA.
SECTION 3. Confirmation of the Company Agreement.
Each of Charming Shoppes and FSC (i) agrees that the Company
Agreement applies to the PPC as amended by this Amendment
Agreement 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 PPC", "thereunder", "thereof" or words of like
import referring to the RPA shall mean and be a reference to the
PPC as amended by this Amendment Agreement.
SECTION 4. Conditions Precedent. The
effectiveness of the amendment set forth in Section 1 is subject
to the conditions precedent that the Agent shall have received
each of the following, in form and substance satisfactory to the
Agent:
(i) Evidence of the effectiveness of the
Amendment dated as of the date hereof to the RPA;
(ii) Certified copies of resolutions of the
Board of Directors of the Subordinated Purchaser
approving this Amendment Agreement;
(iii) Favorable opinions of counsel for
the Subordinated Purchaser as to such matters as the
Agent may reasonably request;
(iv) Evidence of compliance with the
provisions of Section 7.01(a) of the PPC with respect
to this Amendment Agreement;
(v) Evidence of consent of CapMAC to this
Amendment Agreement; and
(vi) Evidence of the consent of the Majority
Banks to this Amendment Agreement.
SECTION 4. Representations and Warranties. (a)
Each of the Trustee, the Owner, the Servicer and the Subordinated
Purchaser confirms that each of the representations and
warranties made by it contained in Exhibit III to the PPC, as
amended by this Amendment Agreement, 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 Agreement, is correct on and as of the date hereof
as though made on and as of this date.
SECTION 5. Confirmation of PPC. 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 PPC to "this
Agreement" shall mean the PPC as amended by this Amendment
Agreement, and as hereinafter amended or restated.
SECTION 6. Governing Law. THIS AMENDMENT AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK.
SECTION 7. 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 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.
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
AGENT: CITICORP NORTH AMERICA, INC.,
as Agent
By:
Title: Vice President
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:
Acknowledged and Agreed as to
SECTIONS 3 and 5(b) only:
CHARMING SHOPPES: CHARMING SHOPPES, INC.
By:
Title: Vice President
FSC: FASHION SERVICE CORP.
By:
Title: Vice President
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 consent to the Amendment
to the Receivables Purchase Agreement (Parallel Purchase
Agreement) in the form to which this Consent of Surety is
attached.
CAPITAL MARKETS ASSURANCE CORPORATION
By:
Title:
Dated: December 13, 1996
