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EXHIBIT 1.2
CHARMING SHOPPES MASTER TRUST
SERIES 1999-1
$98,250,000 Floating Rate Class A Asset Backed Certificates
$27,000,000 Floating Rate Class B Asset Backed Certificates
TERMS AGREEMENT
Dated: July 16, 1999
To: Charming Shoppes Receivables Corp.
Spirit of America, Inc.
Fashion Service Corp.
Re: Underwriting Agreement dated July 16, 1999.
Underwriters: The Underwriters named on Schedule I attached hereto are the
"Underwriters" for the purpose of this Agreement and for the
purposes of the above referenced Underwriting Agreement as such
Underwriting Agreement is incorporated herein and made a part
hereof.
Terms of Class A Certificates:
Initial Investor Interest Interest Rate or Formula Price to Public (1)
------------------------- -------------------------- -------------------
$98,250,000 One-Month LIBOR + 0.45% ______________100%
(1) Plus accrued interest at the applicable rate from July 22, 1999.
Terms of Class B Certificates:
Initial Investor Interest Interest Rate or Formula Price to Public (1)
------------------------- -------------------------- -------------------
$27,000,000 One-Month LIBOR + 0.70% ______________100%
(1) Plus accrued interest at the applicable rate from July 22, 1999.
Certificate Rating
Class A: "Aaa" ▇▇▇▇▇'▇ Investors Service Inc.
"AAA" Standard & Poor's Rating Group
Class B: "A2" ▇▇▇▇▇'▇ Investors Service Inc.
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Distribution Dates: The fifteenth day of each month (or if such day is not a
Business Day, the next Business Day), starting with
September 15, 1999.
Closing Date: July 22, 1999.
Trustee: First Union National Bank
Pooling and Servicing Agreement: Second Amended and Restated Pooling and
Servicing Agreement dated as of November 25, 1997 as amended by the First
Amendment to be dated as of July 22, 1999
Supplement: Series 1999-1 Supplement dated as of July 22, 1999
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Purchase Price:
The purchase price payable by the Underwriters for the Class A
Certificates covered by this Agreement will be the following percentage of the
principal amounts to be issued:
Per Certificate 99.575%
The purchase price payable by the Underwriters for the Class B
Certificates covered by this Agreement will be the following percentage of the
principal amounts to the issued:
Per Certificate 99.400%
Registration Statement: 333-71757
Underwriting Commissions, Concessions and Discounts:
The Underwriters' discounts and commissions, the concessions that
the Underwriters may allow to certain dealers, and the discounts that such
dealers may reallow to certain other dealers, each expressed as a percentage of
the principal amount of the Certificates, shall be as follows:
Underwriting Selling Reallowance
Discounts and Concessions -----------
Concessions -----------
-----------
Class A 0.425% 0.30% 0.20%
Class B 0.600% 0.40% 0.25%
Location of Closing: ▇▇▇▇▇, Brown & ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Payment for the Certificates: Wire transfer of immediately available funds.
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The Underwriters agree, severally and not jointly, subject to the
terms and provisions of the above referenced Underwriting Agreement which is
incorporated herein in its entirety and made a part hereof, to purchase the
respective principal amounts of the above referenced Series of Certificates set
forth opposite their names on Schedule I hereto.
BEAR, ▇▇▇▇▇▇▇ & CO. INC.
as Representative of the Underwriters
named in Schedule I hereto
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director
Accepted:
CHARMING SHOPPES RECEIVABLES CORP.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
SPIRIT OF AMERICA, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
FASHION SERVICE CORP.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
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SCHEDULE I
CLASS A
UNDERWRITERS
$98,250,000 Principal Amount of Floating Rate Class A Asset Backed
Certificates.
Principal Amount
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Bear, ▇▇▇▇▇▇▇ & Co. Inc. $58,250,000
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▇.▇. ▇▇▇▇▇▇ Securities Inc. $20,000,000
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▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. $20,000,000
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$98,250,000
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CLASS B
UNDERWRITER
$27,000,000 Principal Amount of Floating Rate Class B Asset Backed
Certificates.
Principal Amount
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Bear, ▇▇▇▇▇▇▇ & Co. Inc. $27,000,000
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