8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 Or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 30, 2009

CHARMING SHOPPES, INC.

(Exact name of registrant as specified in its charter)

PENNSYLVANIA	000-07258	23-1721355
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

3750 STATE ROAD, BENSALEM, PA	19020
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (215) 245-9100

NOT APPLICABLE

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

As noted in Item 8.01 below, on October 30, 2009, the registrant completed the sale of its credit card business.  In connection with the closing of the transaction, the following agreements were entered into or terminated, as applicable.

On October 30, 2009, Spirit of America National Bank (“SOANB”) and Charming Shoppes Receivables Corp. (“CSRC”), each a subsidiary of Charming Shoppes, Inc. (“CSI”), entered into the Fourth Amendment to the Purchase and Sale Agreement, dated as of November 25, 1997 (as amended from time to time, the “Purchase Agreement”) between SOANB and CSRC, primarily to assign SOANB’s rights and obligations as seller and CSRC’s rights and obligations as purchaser under the Purchase Agreement to World Financial Network National Bank (“WFNNB”) and WFN Credit Company, LLC (“WFN SPV”), respectively, and to make conforming amendments with respect to defined terms under the Purchase Agreement and the purchaser’s ability to add and manage existing and new credit card accounts held in Charming Shoppes Master Trust (“CSMT”).

On October 30, 2009, Spirit of America, Inc. (“SOAI”), a subsidiary of CSI, and CSRC entered into the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 25, 1997 (as amended from time to time, the “PSA”) among SOAI, CSRC and U.S. Bank National Association, primarily to assign SOAI’s rights and obligations as servicer and CSRC’s rights and obligations as seller under the PSA to WFNNB and WFN SPV, respectively, and to make conforming  amendments with respect to defined terms under the PSA.

On October 30, 2009, pursuant to the Series 2004-VFC Payoff and Release Agreement, among SOAI, CSRC, Sheffield Receivables Corporation (“SRC”), Barclays Bank PLC (“Barclays”) and U.S. Bank National Association (the “Trustee”) (i) all of SRC’s and Barclays’ interest under the Certificate Purchase Agreement, dated as of January 21, 2004, among SOAI, CSRC, SRC and Barclays (the “Sheffield Certificate Purchase Agreement”) was prepaid, (ii) the Sheffield Certificate Purchase Agreement was terminated, (iii) the Series 2004-VFC Supplement to the PSA, dated as of  January 1, 2004, between SOAI and U.S. Bank National Association (the “Trustee”) was terminated and (iv) the related fee letter was terminated.

On October 30, 2009, pursuant to the Series 1999-2 Payoff and Release Agreement among SOAI, CSRC, Clipper Receivables, LLC (“CRL”), State Street Bank and Trust Company (as successor to State Street Global Markets, LLC) (“State Street”) and the Trustee (i) all of CRL’s and State Street’s interest under the Certificate Purchase Agreement, dated as of May 28, 1999, among SOAI, CSRC, CRL and State Street (the “Clipper Certificate Purchase Agreement”) was prepaid, (ii) the Clipper Certificate Purchase Agreement was terminated, (iii) the Series 1999-2 Supplement to the PSA, dated as of May 28, 1999, between SOAI and the Trustee was terminated and (iv) the related fee letter was terminated.

The descriptions of the material terms of the foregoing amendments and payoff and release agreements are qualified in their entirety by reference to the full text of the Fourth Amendment to the Purchase and Sale Agreement, the Sixth Amendment to the Second Amended and Restated Pooling and Servicing Agreement, the Series 2004-VFC Payoff and Release Agreement and the Series 1999-2 Payoff and Release Agreement, which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, and incorporated herein by reference.  In addition, the Second Amendment to Purchase and Sale Agreement, the Third Amendment to Purchase and Sale Agreement and the Second Amendment to the Second Amended and Restated Pooling and Servicing Agreement are filed as Exhibits 10.5, 10.6 and 10.7, respectively, and incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement.

The discussion in Item 1.01 above regarding the termination of the certificate purchase agreements and related supplements is incorporated into this Item 1.02 by reference.

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Item 8.01. Other Events.

On October 30, 2009, CSI and certain of its direct or indirect subsidiaries (collectively, “Charming”) completed the previously announced sale of Charming’s credit card business, credit card operations, portfolio of credit card accounts and securitization interests, as well as other assets related to its credit card program, to Alliance Data Systems Corporation and certain of its subsidiaries.  The aggregate consideration paid to Charming in the transaction was approximately $166 Million.  The amount of the aggregate purchase price remaining after payment of certain termination and exit costs is expected to be approximately $136 Million.

On November 2, 2009, CSI issued a press release announcing the closing of the sale of Charming’s credit card business.  A copy of the press release is attached to this Form 8-K as Exhibit 99.1 and incorporated herein by reference.  For additional information about the sale of Charming’s credit card business, please refer to the Current Report on Form 8-K of CSI dated August 12, 2009 and filed with the Securities and Exchange Commission (“SEC”) on August 14, 2009.

Forward-looking Information

This Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the benefits that are expected to be realized as a result of the transaction.  CSI intends forward looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “could,” “anticipates,” “plans” or similar expressions to identify forward-looking statements.  Such statements are subject to certain risks and uncertainties which could cause CSI’s actual results to differ materially from those anticipated by the forward-looking statements.  These risks and uncertainties include, but are not limited to, those described in CSI’s Annual Report on Form 10-K as filed with the SEC on April 1, 2009, in CSI's Quarterly Reports on Form 10-Q as filed with the SEC and other factors as may periodically be described in other CSI filings with the SEC, which can be accessed via IDEA at www.sec.gov.

Item 9.01. Financial Statements and Exhibits*.

Exhibit No.	Description
10.1	Fourth Amendment to the Purchase and Sale Agreement, dated October 30, 2009.
10.2	Sixth Amendment to Pooling and Servicing Agreement, dated October 30, 2009.
10.3	Series 2004-VFC Payoff and Release Agreement, dated October 25, 2009.
10.4	Series 1999-2 Payoff and Release Agreement, dated October 25, 2009.
10.5	Second Amendment to Purchase and Sale Agreement, dated November 9, 2000.
10.6	Third Amendment to Purchase and Sale Agreement, dated May 8, 2001.
10.7	Second Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated May 8, 2001.
99.1	Press Release dated November 2, 2009.

* All schedules and exhibits to these Exhibits have been omitted in accordance with 17 CFR Section 229.601(b)(2).  The registrant agrees to furnish supplementally a copy of all omitted schedules and exhibits to the Securities and Exchange Commission upon its request.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CHARMING SHOPPES, INC.
	(Registrant)
Date:  November 2, 2009	/S/ ERIC M. SPECTER
	Eric M. Specter
	Executive Vice President
	Chief Financial Officer

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EXHIBIT INDEX*

Exhibit No.	Description
10.1	Fourth Amendment to the Purchase and Sale Agreement, dated October 30, 2009.
10.2	Sixth Amendment to Pooling and Servicing Agreement, dated October 30, 2009.
10.3	Series 2004-VFC Payoff and Release Agreement, dated October 25, 2009.
10.4	Series 1999-2 Payoff and Release Agreement, dated October 25, 2009.
10.5	Second Amendment to Purchase and Sale Agreement, dated November 9, 2000.
10.6	Third Amendment to Purchase and Sale Agreement, dated May 8, 2001.
10.7	Second Amendment to the Second Amended and Restated Pooling and Servicing Agreement, dated May 8, 2001.
99.1	Press Release dated November 2, 2009.
*	All schedules and exhibits to these Exhibits have been omitted in accordance with 17 CFR Section 229.601(b)(2).  The registrant agrees to furnish supplementally a copy of all omitted schedules and exhibits to the Securities and Exchange Commission upon its request.

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EX-10.1

EXHIBIT 10.1

FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT

THIS FOURTH AMENDMENT (this “Amendment”) dated as of October 30, 2009 to the Purchase and Sale Agreement, dated as of November 25, 1997 and amended by the First Amendment thereto dated as of July 22, 1999, by the Second Amendment thereto dated as of November 9, 2000 and by the Third Amendment thereto dated as of May 8, 2001 (the “Purchase Agreement”), is between, (i) solely with respect to the amendments described in Section 3(a) of this Amendment, SPIRIT OF AMERICA NATIONAL BANK, a national banking association (“Spirit”) and CHARMING SHOPPES RECEIVABLES CORP. (“CSRC”) and (ii) solely with respect to the amendments described in Section 3(b) of this Amendment, WFN CREDIT COMPANY, LLC (“WFN SPV”) and WORLD FINANCIAL NETWORK NATIONAL BANK (“WFNNB”).  Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned in the Purchase Agreement.

W I T N E S S E T H:

WHEREAS, Spirit and CSRC have entered into the Purchase Agreement pursuant to which Spirit transfers Receivables to CSRC from time to time;

WHEREAS, CSRC is a party to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 25, 1997 (as amended from time to time, the “Pooling and Servicing Agreement”), among Spirit, CSRC and U.S. Bank National Association, as Trustee (in such capacity, the “Trustee”), pursuant to which CSRC transfers Receivables to the Trust from time to time; and

WHEREAS, the parties hereto desire to amend the Purchase Agreement in certain respects as set forth herein.

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

SECTION 1.  Amendments.  (a)  The following definitions from Appendix A of the Purchase Agreement are hereby amended and restated in their entirety to read as follows or added and inserted in alphabetical order into Appendix A of the Purchase Agreement, as applicable:

“Purchaser” shall mean WFN Credit Company, LLC, a Delaware corporation, and its permitted successors and assigns.

“Purchaser Tangible Equity” means, at any date of determination, an amount equal to:

(a)  the Seller Interest, plus

(b)  the aggregate amount on deposit in all cash collateral accounts or spread accounts established for the benefit of any Series or Class of Investor Certificates; minus

(c)  the outstanding balance of the Subordinated Note; plus

(d)  the “Purchaser Tangible Equity” or other similar amounts for any other transactions to which the Purchaser is a party.

“Required Purchaser Tangible Equity” means, at any date of determination, the sum of:

(a)  the product of (i) the Seller Interest, multiplied by (ii) the highest required enhancement percentage then in effect for any outstanding Class of Investor Certificates that was rated BBB (or an equivalent rating) by any of Moody’s, S&P or Fitch at the time of its issuance, which shall be calculated as the quotient (expressed as a percentage) of (x) the amount of Enhancement (including any cash collateral account, the subordination of other  interests in the Receivables) that is available or junior to such Class in covering charged-off Receivables allocated to the related Series, divided by (y) the Initial Investor Interest for the Series of Investor Certificates of which such Class is a part; plus

(b)  the aggregate amount on deposit in all cash collateral accounts or spread accounts established for the benefit of any Series or Class of Investor Certificates, plus

(c)  the “Required Purchaser Tangible Equity” or other similar amounts for any other transactions to which the Purchaser is a party.

“Seller” shall mean World Financial Network National Bank, and its permitted successors and assigns.

“Subordinated Note” shall mean a note substantially in the form of Exhibit F to the Purchase Agreement evidencing borrowings made by Purchaser from Seller pursuant to this Agreement.

“Subordinated Note Maturity Date” is defined in Section 3.1(c) of this Agreement.

“Subordinated Note Rate” is defined in Section 3.1(c) of this Agreement.

“Transfer Date” is defined in Section 1.2(a) of this Agreement.

“WFN SPV” is defined in Section 1.2(a) of this Agreement.

“WFNNB” is defined in Section 1.2(b) of this Agreement.

(b)           The definition of “Reassignment” in Appendix A of the Purchase Agreement is hereby deleted in its entirety.

(c)           The last paragraph of Section 1.1 of the Purchase Agreement is hereby amended and restated to read as follows:

It is the intention of the parties hereto that the conveyances of the Existing Assets, the Receivables and the other Related Assets by the Seller to the Purchaser as provided in this Section 1.1 be, and be construed as, absolute sales or capital contributions, including for accounting purposes to the extent consistent with generally accepted accounting principles, without recourse except as explicitly provided herein, of the Existing Assets, the Receivables and the other Related Assets by the Seller to the Purchaser.  Furthermore, it is not intended that such conveyance be deemed a pledge of the Existing Assets, the Receivables and the other Related Assets by the Seller to the Purchaser to secure a debt or other obligation of the Seller.  If, however, notwithstanding the intention of the parties, the conveyance provided for in this Section 1.1 is determined to be a transfer for security, then this Agreement shall also be deemed to be a security agreement and the Seller hereby grants to the Purchaser a security interest in all of the Seller’s right, title and interest in and to the Existing Assets, the Receivables and the other Related Assets.  Further,  to the extent the Seller retains any interest in the Receivables now existing and arising from time to time in the Accounts and the other Related Assets, the Seller hereby grants to the Trustee for the benefit of the Investor Certificateholders, a security interest in the Seller’s right, title and interest, whether now owned or hereafter arising, in, to and under the Receivables now existing and arising from time to time in the Accounts and the other Related Assets to secure the performance of all obligations of the Seller under this Agreement, the Pooling and Servicing Agreement and the other Transaction Documents and the rights of each Investor Certificateholder to receive its share of the Series Investor Interest under the applicable Supplement, interest on the Investor Certificates held by it at the rate specified in the Supplement and any other amounts owed to it under the terms of such Supplement and the other Transaction Documents.

(d) The following Section 1.2 is hereby added to the Purchase Agreement:

“Assignment and Assumptions.  It is understood and agreed that:

(a)CSRC and WFN Credit Company, LLC (“WFN SPV”) will enter into an assignment and assumption agreement, substantially in the form of Exhibit D hereto, under which CSRC will assign to WFN SPV all of CSRC’s rights and obligations as Purchaser and WFN SPV will accept and assume such rights and obligations.  From and after the date of effectiveness of such assignment and assumption agreement (the “Transfer Date”), (i) except to the extent provided in such agreement with respect to events arising out of its actions or omissions to act as Purchaser occurring before such date, CSRC shall be released from all obligations of the Purchaser, (ii) CSRC shall cease to be a party to this

Agreement; provided that nothing herein shall release CSRC of any liability for any of its actions (or omissions to act) as Purchaser prior to the Transfer Date, and (iii) except as the context shall require, references in this Agreement to Purchaser shall be deemed to be references to WFN SPV.

(b)Effective as of the Transfer Date, Spirit and World Financial Network National Bank (“WFNNB”) will enter into an assignment and assumption agreement, substantially in the form of Exhibit E hereto, under which Spirit will assign to WFNNB, all of Spirit’s rights and obligations as Seller and WFNNB will acquire and assume such rights and obligations.  From and after the Transfer Date, (i) except to the extent provided in such agreement with respect to events arising out of its actions or omissions to act as Seller occurring before the Transfer Date, Spirit shall be released from all obligations of the Seller, (ii) Spirit shall cease to be a party to this Agreement; provided that nothing herein shall relieve Spirit of any liability for any of its actions (or omissions to act) as Seller prior to the Transfer Date, and (iii) except as the context shall require, references in this Agreement to Seller shall be deemed to be references to WFNNB.

(e)           Section 2.3(f) of the Purchase Agreement is hereby amended and restated to read as follows:

Except as provided herein (including, without limitation, Section 1.2 hereof) and as provided in the Pooling and Servicing Agreement, the Seller covenants and agrees that it will not Convey the Accounts to any Person prior to the termination of this Agreement and the Pooling and Servicing Agreement.

(f)           Section 2.5 of the Purchase Agreement is hereby amended and restated to read as follows:

Section 2.5  Removal of Accounts.  Purchaser may remove Accounts from the Trust in accordance with Section 2.7 of the Pooling and Servicing Agreement.  On each day on which Accounts are removed from the Trust pursuant to Section 2.7 of the Pooling and Servicing Agreement, the Seller and the Purchaser may, but shall not be required to, by mutual agreement, remove Accounts from the operation of this Agreement (the “Removed Accounts”).  The Seller agrees to provide to Purchaser such information, certificates, financing statement, opinions and other materials as are reasonably necessary to enable the Purchaser to satisfy its obligations under Section 2.7 of the Pooling and Servicing Agreement with respect to the removal of Accounts.

(g)           Sections 3.1(b) and (c) of the Purchase Agreement are hereby amended and restated to read as follows:

(b)           The “Purchase Price” for the Receivables (including Receivables in Additional Accounts) to be conveyed to Purchaser under this Agreement that come into existence on or after the Transfer Date shall be payable on each Business Day on which such Receivables are conveyed by Seller to Purchaser in an amount equal to 100% of the Principal Receivables so conveyed, adjusted from time to time with respect to Principal Receivables originated hereafter to reflect such factors as Seller and Purchaser mutually agree will result in a Purchase Price determined to approximate the fair market value of such Principal Receivables.  If and to the extent that Purchaser shall not have funds available to pay Seller the Purchase Price for the Receivables transferred on any day, an amount equal to the portion of the Purchase Price for such Receivables for which Purchaser shall not have funds shall be deemed to be a borrowing by Purchaser from Seller under the Subordinated Note in the amount of such deficiency; provided that no borrowing may be made under the Subordinated Note if, after giving effect to such borrowing, Purchaser Tangible Equity would be less than Required Purchaser Tangible Equity; and provided, further, that Seller may, in its discretion, contribute Receivables on any Business Day and the Purchase Price of such Receivables shall be deemed to be a capital contribution from Seller to Purchaser.   Seller is hereby authorized by Purchaser to endorse on the schedule attached to the Subordinated Note (or a continuation of such schedule attached thereto and made a part thereof) an appropriate notation evidencing the date and amount of each borrowing thereunder, as well as the date and amount of each payment made with respect thereto; provided that the failure of any Person to make such a notation shall not affect any obligations of Purchaser thereunder.

(c)           The terms and conditions of the Subordinated Note and all borrowings thereunder shall be as follows:

(i) All amounts paid by Purchaser with respect to the Subordinated Note shall be allocated first to the repayment of accrued interest until all such interest is paid, and then to the outstanding principal amount of the Subordinated Note.

(ii) The outstanding principal amount of the Subordinated Note shall bear interest at a fixed rate per annum agreed upon by Seller and Purchaser from time to time from the Transfer Date, calculated based on a 360-day year consistently of twelve thirty-day months (such rate as in effect from time to time, the “Subordinated Note Rate”).  Interest on the Subordinated Note shall be payable on the 15th day of each calendar month falling after the Transfer Date, or if the 15th is not a Business Day, the next succeeding Business Day (each such date, an “Interest Payment Date”).  If on any Interest Payment Date, the amount of funds available to pay interest on the Subordinated Note is insufficient to pay any amount

due under the Subordinated Note, then interest shall be payable only to the extent funds are available thereof.  All interest in the Subordinated Note that is not paid when due pursuant to this paragraph shall be payable on the next Interest Payment Date on which funds are available therefor and all such unpaid interest shall accrue interest at the Subordinated Note Rate until paid in full.

(iii) Purchaser may at its option, prepay the Subordinated Note at any time and from time to time; provided that in no event shall Seller or any holder of the Subordinated Note have any right to demand any payment of principal under the Subordinated Note prior to the date that is one year and one day after the latest occurring Series Termination Date for any Series of Investor Certificates (the “Subordinated Note Maturity Date”).

(h)           Schedule I and Schedule II to this Amendment are hereby added to the Purchase Agreement as Exhibit D and Exhibit E respectively, thereto.

(i)           Schedule III to this Amendment is hereby added to the Purchase Agreement as Exhibit F thereto.

(j)           Exhibit C of the Purchase Agreement is hereby deleted in its entirety and marked as “[reserved]”.

(k)           Clauses (a) and (b) of Section 7.4 of the Purchase Agreement are hereby amended and restated as follows:

(a) in the case of the Seller and the Servicer, to World Financial NetworkNational Bank, 3100 Easton Square Place, Columbus, OH  43219,Attention:General Counsel, (b) in the case of the Purchaser, to WFN Credit Company, LLC,3100 Easton Square Place, #3108, Columbus, Ohio 43219.

SECTION 2.  Change of Address and Waiver of Notice.   Effective as of the Transfer Date, pursuant to Section 2.3(j) of the Purchase Agreement, WFNNB, as Seller, hereby designates the following additional addresses as location of records concerning the Receivables:

           3100 Easton Square Place

           Columbus, OH  43219

           Attention: President

           With a copy (which shall not constitute notice) to:

World Financial Network National Bank

            3100 Easton Square Place

             Columbus, OH  43219

             Attention: General Counsel

The Trustee hereby waives the requirement of 30 days notice of such change of address.

SECTION 3. Amendment Date.

(a)The amendments set forth in clauses (d), (e) and (h) of Section 1 shall become effective on the date when all of the following shall have occurred:  (i) the Trustee receives executed counterpart signatures pages of this Amendment from Spirit and CSRC and (ii) an Opinion of Counsel of CSRC pursuant to Section 7.1(a) of the Purchase Agreement has been delivered to the Trustee.

(b)Immediately following the effectiveness of the amendments described in Section 3(a) of this Amendment, the amendments set forth in clauses (a) through (c), (f), (g) and (i) through (k) of Section 1 shall become effective when the Trustee receives counterparts of this Amendment executed by WFNNB and WFN SPV.

SECTION 4.  Governing Law.  THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 5.  Severability.  Each provision of this Amendment shall be severable from every other provision of this Amendment for the purpose of determining the legal enforceability of any provision hereof, and the unenforceability of any provision hereof, and the unenforceability of one or more provisions of this Amendment in one jurisdiction shall not have the effect of rendering such provision or provisions unenforceable in any other jurisdiction.

SECTION 6.  Ratification of the Purchase Agreement.  From and after the Amendment Date, each reference in the Purchase Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and references to the Purchase Agreement in any other document, instrument or agreement executed and/or delivered in connection therewith, shall, in each case, mean and be a reference to the Purchase Agreement as amended hereby.  Except as otherwise amended by this Amendment, the Purchase Agreement shall continue in full force and effect and is hereby ratified and confirmed.

SECTION 7.  Counterparts.  This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first above written.

Solely with respect to the amendments described in Section 3(a) of this Amendment:

SPIRIT OF AMERICA NATIONAL BANK

By: _____________________________                                                   

Name:  Eric M. Specter

Title:    Chairman of the Board

CHARMING SHOPPES RECEIVABLES CORP.

By: _____________________________                                                   

Name:  Eric M. Specter

Title:    President

Solely with respect to the amendments described in Section 3(b) of this Amendment:

WFN CREDIT COMPANY, LLC

By:______________________________                                                                           

Name:

Title:

WORLD FINANCIAL NETWORK NATIONAL BANK

By: ______________________________                                                                          

Name:

Title:

Acknowledged and agreed with respect to Section 2

of this Amendment:

U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:_______________________________________

Name:

Title:

SCHEDULE I

EXHIBIT D

[WFN SPV Assignment and Assumption Agreement]

SCHEDULE II

EXHIBIT E

[WFNNB Assignment and Assumption Agreement]

SCHEDULE III

EXHIBIT F

[SUBORDINATED NOTE]

EX-10.2

EXHIBIT 10.2

SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED

POOLING AND SERVICING AGREEMENT

THIS SIXTH AMENDMENT dated as of October 30, 2009 to the SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT (as defined below) (this “Amendment”), is among (i) U.S. Bank National Association, as Trustee (“Trustee”), (ii) solely with respect to the amendments described in Section 3(a) of this Amendment, Charming Shoppes Receivables Corp. (“CSRC”) and Spirit of America, Inc. (“SOAI”) and (iii) solely with respect to the amendments described in Section 3(b) of this Amendment, World Financial Network National Bank (“WFNNB”) and WFN Credit Company, LLC (“WFN SPV”).  Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Existing Agreement (defined below).

W I T N E S S E T H

WHEREAS, CSRC, SOAI and Trustee are parties to that certain Second Amended and Restated Pooling and Servicing Agreement, dated as of November 25, 1997 (as amended heretofore from time to time, the “Existing Agreement”); and

WHEREAS, the parties hereto desire to amend the Existing Agreement and the Supplements related to the Series 2004-1 Certificates and the Series 2007-1 Certificates (respectively, the “Series 2004-1 Supplement” and “Series 2007-1 Supplement”) in certain respects as set forth herein.

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

SECTION 1.Amendments to the Existing Agreement.  (a) The following definitions from Section 1.1 of the Existing Agreement are hereby amended and restated in their entirety to read as follows or added and inserted in alphabetical order into Section 1.1 of the Existing Agreement, as applicable:

“Account” shall mean a revolving credit card account originated by or acquired by an Originator, in each case including, without limitation, accounts which have been written off as uncollectible, issued to an Obligor pursuant to a Cardholder Agreement between the Originator (or the Originator’s permitted successors and assigns) and any Person, which account is an Eligible Account on the Initial Cut Off Date (or, in the case of Additional Accounts, as of the applicable Addition Cut Off Date), and which is identified by account number, Obligor name, Obligor address and Receivable balance as of the Cut Off Date (or, in the case of Additional Accounts, as of the applicable Addition Cut Off Date) in each computer file or microfiche list delivered to the Trustee by the Servicer pursuant to Section 2.1 or 2.6.  The term Account shall include each

“Renumbered Account”.  The term “Account” shall be deemed to refer to an Additional Account only from and after the Addition Date with respect thereto, and the term “Account” shall be deemed to refer to any Removed Account only prior to the Removal Date with respect thereto.

“Acquired Portfolio” shall mean a portfolio of Accounts acquired by the Originator after September 1, 2007 from any Person (or group of affiliated Persons) that is not, (i) with respect to portfolios acquired prior to the Transfer Date, as of September 1, 2007, an Affiliate of Charming Shoppes, Inc. and (ii) with respect to portfolios acquired on or after the Transfer Date, as of the date of acquisition, an Affiliate of WFNNB.

“Administrative Servicer” means ADS Alliance Data Systems, Inc., a Delaware corporation, and its successors and assigns.

“Administrative Servicer Agreement” means the Service Agreement, between WFNNB and the Administrative Servicer, dated as of May 15, 2008, as such agreement may be amended, supplemented or otherwise modified from time to time.

“Affiliated Brand” means any brand name or trademark now owned or licensed or hereafter developed, licensed or acquired by Charming Shoppes, Inc. or its present or future Affiliates, which is used primarily for women’s apparel sales; it being understood and agreed that as of the date hereof “Affiliated Brand” includes, but is not limited to, Fashion Bug, Fashion Bug Plus, Lane Bryant, Lane Bryant Outlet, Lane Bryant Woman, Lane Bryant Catalog, Cacique, Petite Sophisticate, Petite Sophisticate Outlet, Figure Magazine, Catherines and Catherines Plus Sizes.

“Cardholder Guidelines” shall mean, at any time, the policies and procedures of the applicable Originator (and its permitted successors and assigns) relating to the operation of its credit card business in effect on the date hereof, including, without limitation, the policies and procedures for determining the creditworthiness of potential and existing credit card customers, and relating to the maintenance of credit card accounts and collection of credit card receivables, as such policies and procedures may be amended from time to time.

“Originator” shall mean, as applicable, Spirit of America National Bank, a national banking association, or WFNNB and their permitted successors and assigns.

“Seller” shall mean WFN Credit Company, LLC, a Delaware corporation, and its permitted successors and assigns.

“Store” shall mean a retail location of any Affiliate of Charming Shoppes , Inc. or WFNNB.

“Transfer Date” has the meaning set forth in Section 8.9.

“Trust” shall mean the World Financial Network Credit Card Master Trust II created by the Prior PSA and this Agreement (formerly known as the Charming Shoppes Master Trust), the corpus of which shall consist of the Receivables now existing or hereafter created, all monies due or to become due with respect thereto, all Collections, all Recoveries, all rights, remedies powers and privileges with respect to such Receivables, all rights, remedies, powers and privileges of the Seller under the Purchase Agreement, such funds as from time to time are deposited in the Collection Account and any Series Account and the rights to any Enhancement with respect to any Series, and all proceeds of the foregoing; provided, that the corpus of the Trust shall not include any undivided percentage ownership interest in Receivables to the extent Conveyed by the Trust pursuant to any Receivables Purchase Agreement; provided further, that any Series Account or Enhancement shall be held by the Trust for the benefit of the related Series.

“WFN SPV” has the meaning set forth in Section 7.5.

“WFNNB” has the meaning set forth in Section 3.5.

(b)The word “Trust” is hereby deleted and replaced with the phrase “Trust and Trustee, for the benefit of the Trust,” where such word first appears in each of the first paragraph and the fourth paragraph of Section 2.1 of the Existing Agreement.

(c)Amendments to Section 2.5 of the Existing Agreement.

(i)Clause (a) of Section 2.5(l)(i) is hereby amended in its entirety to read as follows:

(a) observe the corporate procedures required by its certificate of formation, its limited liability company agreement and the limited liability company law of the State of Delaware, including, without limitation, holding separate director and member meetings from those of any other Person and otherwise ensuring at all times that it is maintained as a separate corporate entity from any other Person and

(ii)Clause (x) of Section 2.5(l) of the Existing Agreement is hereby amended in its entirety to read as follows:

(x)  select and at all times maintain as its Independent Director (as defined in the Seller’s limited liability company agreement) a Person who meets the following qualifications (which qualifications are in addition to those set forth in its limited liability company agreement):  the Independent Director shall have (a) prior experience as an independent director for an entity whose charter or organizational documents require the unanimous written consent of all independent directors thereof before such entity could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy, and (b) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities.

(d)Amendments to Section 3.5 of the Existing Agreement.

The following new paragraph is inserted following Section 3.5 of the Existing Agreement:

Notwithstanding the provisions of the preceding paragraph, on the Transfer Date, SOAI, as the Servicer, shall deliver to the Trustee, each Purchaser Representative and each Enhancement Provider an Officer’s Certificate in the form described in the preceding paragraph with respect to the period from January 1, 2009 to the Transfer Date, upon which delivery SOAI’s obligations under this Section 3.5 shall cease.  For the avoidance of doubt, World Financial Network National Bank (“WFNNB”) shall deliver the Officer’s Certificate required under this Section 3.5 with respect to the period from the Transfer Date through the calendar year ending December 31, 2009, in connection with WFNNB’s assumption of servicing duties on the Transfer Date under Section 8.9 hereof.

(e)The following Section 7.5 is hereby added to the Existing Agreement:

Assignment of Seller’s Duties.  It is understood and agreed that effective as of the Transfer Date, CSRC and WFN Credit Company, LLC (“WFN SPV”) will enter into an assignment and assumption agreement, substantially in the form of Exhibit L hereto, under which CSRC will assign to WFN SPV all of CSRC’s rights and obligations as Seller (which rights and obligations constitute substantially all of CSRC’s property and assets) and WFN SPV will accept and assume such rights and obligations.  From and after the Transfer Date, (i) except to the extent provided in such agreement with respect to events arising out of its actions or omissions to act as Seller occurring before the Transfer Date, CSRC shall be released from all obligations of the Seller, (ii) CSRC shall cease to be a party to this Agreement; provided that nothing herein shall release CSRC of any liability for any of its actions (or omissions to act) as Seller prior to the Transfer Date, and (iii) subject to the foregoing clauses (i) and (ii) and except as the context shall require, references in this Agreement and the other Transaction Documents to Seller or to Charming Shoppes Receivables Corp., in its capacity as Seller, shall be deemed to be references to WFN SPV in such capacity.

(f)The following Section 8.9 is hereby added to the Existing Agreement:

Section 8.9.  Assignment of Servicing Duties.  It is understood and agreed that SOAI and WFNNB will enter into an assignment and assumption agreement, substantially in the form of Exhibit M hereto, under which SOAI will assign to WFNNB, all of SOAI’s rights and obligations as Servicer (which rights and obligations constitute substantially all of SOAI’s property and assets), and WFNNB will acquire and assume such rights and obligations.  From and after the date of effectiveness of such assignment and assumption agreements (the “Transfer Date”), (i) except to the extent provided in such agreement with respect to its actions or omissions to act as Servicer occurring before the Transfer Date, SOAI shall be released from all obligations of the Servicer, (ii) SOAI shall cease to be a party to this Agreement; provided that nothing herein shall relieve

SOAI of any liability for any of its actions (or omissions to act) as Servicer prior to the Transfer Date, and (iii) subject to the foregoing clauses (i) and (ii) and except as the context shall require, references in this Agreement and the other Transaction Documents to the Servicer or to Spirit of America, Inc., in its capacity as Servicer, shall be deemed to be references to WFNNB in such capacity.

(g)Section 13.11 of the Existing Agreement is hereby amended by adding the words “, any Investor Certificateholder” following the words “Purchaser Representative” where they appear in such section.

(h)The following Section 13.20 is hereby added to the Existing Agreement:

Section 13.20.  Subordination.  Each Certificateholder by accepting an Investor Certificate acknowledges and agrees that such Investor Certificate represents an obligation of the Trust and does not represent an interest in any assets of the Seller (including by virtue of any deficiency claim in respect of obligations not paid or otherwise satisfied from the corpus of the Trust and proceeds thereof).  In furtherance of and not in derogation of the foregoing, to the extent the Seller enters into other securitization transactions, each Certificateholder by accepting a Certificate acknowledges and agrees that it shall have no right, title or interest in or to any assets (or interest therein) conveyed or purported to be conveyed by the Seller to another securitization trust or other Person or Persons in connection therewith (whether by way of a sale, capital contribution or by virtue of the granting of a lien) (“Other Assets”).  To the extent that, notwithstanding the agreements and provisions contained in the preceding sentences of this subsection, any Certificateholder either (i) asserts an interest or claim to, or benefit from, Other Assets, whether asserted against or through the Seller or any other Person owned by the Seller, or (ii) is deemed to have any such interest, claim or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Federal Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through the Seller or any other Person owned by the Seller, then each Certificateholder by accepting a Certificate further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and shall be expressly subordinated to the indefeasible payment in full of all obligations and liabilities of the Seller which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distribution or application under applicable law, including insolvency laws, and whether asserted against the Seller or any other Person owned by the Seller), including, the payment of post-petition interest on such other obligations and liabilities.  This subordination agreement shall be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.  Each Certificateholder further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 13.20 and the terms of this Section 13.20 may be enforced by an action for specific performance.

(i)Schedule I to this Amendment is hereby added to the Existing Agreement as Exhibit L thereto.

(j)Schedule II to this Amendment is hereby added to the Existing Agreement as Exhibit M thereto.

(k)Exhibit A to the Existing Agreement is hereby replaced in its entirety by Schedule III attached hereto.

SECTION 2.Change of Address and Waiver of Notice under the Existing Agreement.  Following the effectiveness of the amendment described in Section 1 hereof, pursuant to Section 2.5(j) of the Existing Agreement, WFN SPV, as Seller, and WFNNB, as Servicer, hereby designate the following additional addresses as location of records concerning the Receivables:

If to WFN SPV, to:

WFN Credit Company, LLC

3100 Easton Square Place, #3108

Columbus, Ohio 43219

With a copy (which shall not constitute notice) to:

World Financial Network National Bank

3100 Easton Square Place

Columbus, OH  43219

Attention: General Counsel

If to WFNNB, to:

3100 Easton Square Place

Columbus, OH  43219

Attention: President

With a copy (which shall not constitute notice) to:

World Financial Network National Bank

3100 Easton Square Place

Columbus, OH  43219

Attention: General Counsel

The Trustee hereby waives the requirement of 30 days notice of such change of address.

SECTION 3.Amendments to Series 2004-1 Supplement.  Section 16(a) of the Series 2004-1 Supplement is hereby amended by adding the words “the Seller, Affiliates thereof  or” after the word “except” where such word appears in the third paragraph of such section.

SECTION 4.Amendments to Series 2007-1 Supplement.  Section 16(a) of the Series 2007-1 Supplement is hereby amended by adding the words “the Seller, Affiliates thereof  or” after the word “except” where such word appears in the third paragraph of such section.

SECTION 5.Effectiveness.

(a)The amendments set forth in clauses (e), (f), (i) and (j) of Section 1, Section 3 and Section 4 shall become effective on the date when all of the following shall have occurred: (i) the Trustee receives counterparts of this Amendment executed by the Trustee, SOAI and CSRC, (ii) the assignment and assumption agreements described in clauses (i) and (j) of Section 1 hereof become effective, (iii) each other condition precedent specified in Section 13.1 of the Existing Agreement and any other conditions precedent to the amendments set forth in Section 1 specified in any other Transaction Document to the effectiveness of any amendment to the Existing Agreement shall have been satisfied.

(b)Immediately following the effectiveness of the amendments described in Section 3(a) of this Amendment, the amendments set forth in clauses (a) through (d), (g), (h) and (k) of Section 1 and Section 2 shall become effective when the Trustee receives counterparts of this Amendment executed by WFNNB and WFN SPV.

SECTION 6.Governing Law.   THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 7.Severability.  Each provision of this Amendment shall be severable from every other provision of this Amendment for the purpose of determining the legal enforceability of any provision hereof, and the unenforceability of any provision hereof, and the unenforceability of one or more provisions of this Amendment in one jurisdiction shall not have the effect of rendering such provision or provisions unenforceable in any other jurisdiction.

SECTION 8.Ratification of the Existing Agreement.  From and after the date hereof, each reference in the Existing Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and references to the Existing Agreement in any other document, instrument or agreement executed and/or delivered in connection therewith, shall, in each case, mean and be a reference to the Existing Agreement as amended hereby.  Except as otherwise amended by this Amendment, the Existing Agreement shall continue in full force and effect and is hereby ratified and confirmed.

SECTION 9.Counterparts.  This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective duly authorized officers as of the date and year first written.

Solely with respect to the amendments described in Section 5(a) of this Amendment:

CHARMING SHOPPES RECEIVABLES CORP.

By:                                                                           

Name:  Eric M. Specter

Title:    President

SPIRIT OF AMERICA, INC.

By:                                                                           

Name:  Eric M. Specter

Title:    President

U.S. BANK NATIONAL ASSOCIATION,

not in its individual capacity but solely as the

Trustee

By:                                                                           

Name:

Title:

Solely with respect to the amendments described in Section 5(b) of this Amendment:

WFN CREDIT COMPANY, LLC

By:                                                                           

Name:

Title:

WORLD FINANCIAL NETWORK NATIONAL BANK

By:                                                                           

Name:

Title:

Schedule I

EXHIBIT L

[Form of Assignment and Assumption Agreement]

Schedule II

EXHIBIT M

[Form of Assignment and Assumption Agreement]

Schedule III

EXHIBIT A

[FORM OF EXCHANGEABLE SELLER CERTIFICATE]

EX-10.3

EXHIBIT 10.3

CHARMING SHOPPES MASTER TRUST

SERIES 2004-VFCPAYOFF AND RELEASE AGREEMENT

Dated as of October 25, 2009

among

SPIRIT OF AMERICA, INC.,

as Servicer

CHARMING SHOPPES RECEIVABLES CORP.,

as Seller and Class B Purchaser,

SHEFFIELD RECEIVABLES CORPORATION,

as the Conduit Purchaser,

BARCLAYS BANK PLC

as Administrator for the Conduit Purchaser

and

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

SERIES 2004-VFC PAYOFF AND RELEASE AGREEMENT (the “Agreement”), dated as of October 25, 2009, among SPIRIT OF AMERICA, INC., as Servicer  (the “Servicer”), CHARMING SHOPPES RECEIVABLES CORP., as Seller and Class B Purchaser (in such capacities, the “Seller” or the “Class B Purchaser”), SHEFFIELD RECEIVABLES CORPORATION, as the Conduit Purchaser (the “Conduit Purchaser”), BARCLAYS BANK PLC, as Administrator for the Conduit Purchaser (the Administrator”) and U.S. BANK NATIONAL ASSOCIATION, as Trustee of the Charming Shoppes Master Trust (the “Trustee”).

WHEREAS, the Seller, the Servicer, the Conduit Purchaser and the Administrator are parties to that certain Certificate Purchase Agreement, dated as of January 21, 2004 (as amended, the “Certificate Purchase Agreement”);

WHEREAS, the Servicer and the Trustee are parties to that Series 2004-VFC Supplement, dated as of January 21, 2004 (as amended, the “Supplement”), to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 25, 1997 (as amended, the “PSA”).

WHEREAS, the Seller desires to cause the entire amount of the Investor Interest to be prepaid in full; and

WHEREAS, the Conduit Purchaser and the Administrator have consented to such prepayment.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.             DEFINITIONS

Capitalized terms used but not defined herein shall have the meanings given such terms in the Supplement (as defined herein).  For purposes of this Agreement, the following terms shall have the meanings given them below:

“Accounts Purchase Agreement” means the purchase agreement, dated as of August 12, 2009 among the Servicer, Spirit of America, Inc. and the Seller, as seller parties, and World Financial Network National Bank, as purchaser.

“Class A Payoff Amount” means the sum of the following amounts: (i) the Class A Investor Interest, plus (ii) accrued and unpaid interest on the Class A Investor Interest through the Payoff Date, plus (iii) the accrued and unpaid Class A Non-Use Fees and Class A Additional Amounts in respect of the Class A Investor Interest through the Payoff Date.

“Class B Payoff Amount” means the sum of (i) the Class B Investor Interest plus (ii) accrued interest on the Class B Investor Interest.

“Payoff Amount” means the sum of the Class A Payoff Amount and the Class B Payoff Amount.

“Payoff Date” means October 30, 2009 or such later date as is designated in writing to the parties hereto by the Servicer; provided, however, it is understood and agreed that (i) the Payoff Date shall not be a Distribution Date and (ii) the Payoff Date shall not occur prior to consummation of the transactions contemplated by the Accounts Purchase Agreement.

2.             THE PAYOFF AND TERMINATION

SECTION 2.1Termination of Obligations.  Subject to the terms and conditions of this Agreement, each of the Trustee and the Certificateholders acknowledges and agrees that, following transfer by the Servicer of the Payoff Amount to the Administrator on the Payoff Date, (i) the Supplement, the Certificate Purchase Agreement and the Fee Letter shall be terminated and (ii) neither the Seller nor the Servicer shall have any further obligations with respect to the Supplement, the Certificate Purchase Agreement, the Fee Letter or the Series 2004-VFC Certificates, except for obligations that, by the terms of the Certificate Purchase Agreement survive the termination thereof.

SECTION 2.2Waiver; Calculation of Payoff Amount; True-Up.

(a)The parties hereto agree to waive the refinancing provisions of Section 4(c) of the Supplement.

(b)No later than 2:00 p.m. New York time two Business Days prior to the Payoff Date, the Seller (or the Servicer on its behalf) shall request the Administrator to provide it with the Class A Payoff Amount.

(c)Within one Business Day following receipt of the notice described in Section 2.2(a) hereof, the Administrator shall deliver to the Servicer, the Seller, and the Class A Purchaser a statement of the Class A Payoff Amount, setting forth in reasonable detail, the manner in which such amounts were calculated.

(d)One Business Day prior to the Payoff Date, the Servicer shall calculate the Class B Payoff Amount and following receipt of the statement described in Section 2.2(c) shall calculate the Payoff Amount.

(e)On the Payoff Date, the Seller shall cause the Servicer or its designee to transfer the Payoff Amount distributed on the Payoff Date to the Trustee in immediately available funds.  Concurrently therewith the Trustee shall (i) apply the Payoff Amount in accordance with the Supplement and the PSA after giving effect to all other distributions of Collections to be made on the Payoff Date and (ii) the Administrator shall deliver the Investor Certificates representing the Class A Investor Interest to the Trustee for cancellation.

3.             REPRESENTATIONS, WARRANTIES AND COVENANTS

SECTION 3.1Absence of Liens.  Each of the Administrator and the Conduit Purchaser represents and warrants to each other party that it has not granted any security interest in, and no person claiming through the Administrator or Conduit Purchaser as the result of an act

or omission of the Administrator or Conduit Purchaser has created any lien, pledge or encumbrance on or against, any Receivables.

SECTION 3.2The Servicer promises to pay to the Administrator or counsel to the Administrator, as applicable (i) out-of-pocket costs and reasonable attorneys’ fees incurred by the Conduit Purchaser and the Administrator in connection with this Agreement and (ii) such out-of-pocket costs and reasonable attorneys’ fees (if any) as are outstanding and owing to the Conduit Purchaser or the Administrator under the Certificate Purchase Agreement, the Supplement and the transactions thereunder, in each case following receipt of an invoice or other appropriate documentation.

4.             CONDITION PRECEDENT

SECTION 4.1Consummation of the Accounts Purchase Agreement.  It shall be a condition precedent to requirement to transfer the Payoff Amount under Section 2.1(c) hereof that the transactions contemplated by the Accounts Purchase Agreement be consummated on the Payoff Date.  If the Servicer does not pay the Payoff Amount to the Trustee on the Payoff Date pursuant to Section 2.2(e) hereof, then the Seller shall cause the Servicer to make a Breakage Payment to the Conduit Purchaser in accordance with Section 4.6(c) of the Supplement.

5.             MISCELLANEOUS

SECTION 5.1Further Assurances.  Each of the Conduit Purchaser and the Administrator agrees, at the Seller’s expense, to promptly execute and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Seller may reasonably request, to carry out the terms of the Agreement.

SECTION 5.2Governing Law.  THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 5.3No Petition.  (a)  The Seller, the Servicer, the Trustee, the Class B Purchaser, the Conduit Purchaser and the Administrator, by entering into this Agreement, hereby covenant and agree that they will not at any time institute against the Trust, or join in any institution against the Trust of, any bankruptcy proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Investor Certificates, this Agreement, the Certificate Purchase Agreement or the Supplement.

(b)The Servicer, the Trustee, the Conduit Purchaser and the Administrator hereby covenant and agree that they will not at any time institute against the Seller, or join in any institution against the Seller of, any bankruptcy proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Investor Certificates, this Agreement, the Certificate Purchase Agreement or the Supplement.

(c)The Servicer, the Class B Purchaser, the Trustee, the Trust and the Administrator hereby covenant and agree that they will not at any time institute against the Conduit Purchaser, or join in any institution against the Conduit Purchaser of, any bankruptcy proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Investor Certificates, this Agreement, the Certificate Purchase Agreement or the Supplement.

SECTION 5.4Costs, Expenses and Taxes.  The Seller agrees to pay on demand all reasonable costs and out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the other related documents, including, without limitation, reasonable attorney fees and expenses for the Administrator and Conduit Purchaser.

SECTION 5.5Execution in Counterparts.  This 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 Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Agreement.

[remainder of page left intentionally blank]

IN WITNESS WHEREOF, the parties have caused this Series 2004-VFC Payoff and Release Agreement to be signed by their duly authorized officers as of the date set forth on the cover page of this Agreement.

SPIRIT OF AMERICA, INC., as the Servicer

By:                                                                           

Name: Eric M. Specter

Title:   President

CHARMING SHOPPES RECEIVABLES CORP., as the Seller and Class B Purchaser

By:                                                                           

Name: Eric M. Specter

Title:   President

SHEFFIELD RECEIVABLES CORPORATION, as the Conduit Purchaser

By:                                                                           

Name:                                                                           

Title:                                                                           

BARCLAYS BANK PLC,

as Administrator for the Conduit Purchaser

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:                                                                           

EX-10.4

EXHIBIT 10.4

CHARMING SHOPPES MASTER TRUST

SERIES 1999-2PAYOFF AND RELEASE AGREEMENT

Dated as of October 25, 2009

among

SPIRIT OF AMERICA, INC.,

as Servicer

CHARMING SHOPPES RECEIVABLES CORP.,

as Seller and Class B Purchaser,

CLIPPER RECEIVABLES COMPANY, LLC,

as the Class A Purchaser,

STATE STREET BANK AND TRUST COMPANY (as successor to State Street Global Markets, LLC)

as Administrator for the Class A Purchaser

and

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

SERIES 1999-2 PAYOFF AND RELEASE AGREEMENT (the “Agreement”), dated as of October 25, 2009, among SPIRIT OF AMERICA, INC., as Servicer  (the “Servicer”), CHARMING SHOPPES RECEIVABLES CORP., as Seller and Class B Purchaser (in such capacities, the “Seller” or the “Class B Purchaser”), CLIPPER RECEIVABLES COMPANY, LLC, as the Class A Purchaser (the “Class A Purchaser”), STATE STREET BANK AND TRUST COMPANY (as successor to State Street Global Markets, LLC), as Administrator for the Class A Purchaser (the Administrator”) and U.S. BANK NATIONAL ASSOCIATION, as Trustee of the Charming Shoppes Master Trust (the “Trustee”).

WHEREAS, the Seller, the Servicer, the Class A Purchaser and the Administrator are parties to that certain Certificate Purchase Agreement, dated as of May 28, 1999 (as amended, the “Certificate Purchase Agreement”);

WHEREAS, the Servicer and the Trustee are parties to that Series 1999-2 Supplement, dated as of May 28, 1999 (as amended, the “Supplement”), to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 25, 1997 (as amended, the “PSA”).

WHEREAS, the Seller desires to cause the entire amount of the Class A Investor Interest to be prepaid in full; and

WHEREAS, the Class A Purchaser and the Administrator have consented to such prepayment.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.             DEFINITIONS

Capitalized terms used but not defined herein shall have the meanings given such terms in the Supplement (as defined herein).  For purposes of this Agreement, the following terms shall have the meanings given them below:

“Accounts Purchase Agreement” means the purchase agreement, dated as of August 12, 2009 among the Servicer, Spirit of America, Inc. and the Seller, as seller parties, and World Financial Network National Bank, as purchaser.

“Payoff Amount” means the sum of the following amounts: (i) the Investor Interest, plus (ii) accrued and unpaid interest on the Investor Interest through the Payoff Date, plus (iii) the accrued and unpaid Non-Use Fees and Class A Additional Amounts in respect of the Class A Investor Interest through the Payoff Date, plus (iv) $78,493.88, representing the present value of the Non-Use Fee from the date of this Agreement to the termination of the commitment under the Certificate Purchase Agreement.

“Payoff Date” means October 30, 2009 or such later date as is designated in writing to the parties hereto by the Servicer; provided, however, it is understood and agreed that (i) the Payoff Date shall not be a Distribution Date and (ii) the Payoff Date shall not occur prior to consummation of the transactions contemplated by the Accounts Purchase Agreement.

2.             THE PAYOFF AND TERMINATION

SECTION 2.1Termination of Obligations.  Subject to the terms and conditions of this Agreement, each of the Trustee and the Class A Purchaser acknowledges and agrees that, following receipt by the Administrator of the Payoff Amount on the Payoff Date, (i) the Supplement, the Certificate Purchase Agreement and the Fee Letter shall be terminated and (ii) neither the Seller nor the Servicer shall have any further obligations with respect to the Supplement, the Certificate Purchase Agreement, the Fee Letter or the Series 1999-2 Certificates, except for obligations that, by the terms of the Certificate Purchase Agreement survive the termination thereof.

SECTION 2.2Waiver; Calculation of Payoff Amount; True-Up.

(a)The parties hereto agree to waive the refinancing provisions of Section 4(c) of the Supplement.

(b)No later than 2:00 p.m. New York time two Business Days prior to the Payoff Date, the Seller (or the Servicer on its behalf) shall request the Administrator to provide it with the Payoff Amount.

(c)Within one Business Day following receipt of the notice described in Section 2.2(b) hereof, the Administrator shall deliver to the Servicer, the Seller, and the Class A Purchaser a statement of the Payoff Amount and the calculation of the Payoff Amount and, in reasonable detail, the manner in which such amounts were determined.

(d)On the Payoff Date, the Seller shall cause the Servicer or its designee to transfer the Payoff Amount distributed on the Payoff Date to the Trustee for payment to the Administrator in immediately available funds.  Upon receipt by the Administrator of the Payoff Amount, the Administrator shall deliver the Investor Certificates representing the Class A Investor Interest (the “Class A Certificates”) to the Trustee for cancellation.

3.             REPRESENTATIONS AND WARRANTIES OF ADMINISTRATOR AND CLASS A PURCHASER

SECTION 3.1Absence of Liens.  Each of the Administrator and the Class A Purchaser represents and warrants to the Servicer, the Seller and the Trustee that at the time of delivery of the Class A Certificates to the Trustee described in Section 2.2(d), the Class A Certificates shall not be subject to any lien, pledge or encumbrance created by the Administrator or the Class A Purchaser.

4.             CONDITION PRECEDENT

SECTION 4.1Consummation of the Accounts Purchase Agreement.  It shall be a condition precedent to requirement to transfer the Payoff Amount under Section 2.2(d) hereof that the transactions contemplated by the Accounts Purchase Agreement be consummated on the Payoff Date.  If the Servicer does not timely pay the Payoff Amount to the Administrator on the Payoff Date as required by Section 2.2(d) and the other provisions hereof, then the Seller shall

cause the Servicer to make an additional payment equal to the interest on the delinquent and unpaid Payoff Amount (or any applicable portion thereof) from the date such payment was due until either (i) such amount is paid in full or (ii) the Business Day following the first Business Day on which the Servicer shall have irrevocably notified the Administrator that the transactions contemplated by the Accounts Purchase Agreement will not be consummated, in either case at a rate equal to the Class A Purchaser’s cost of funds as determined in a commercially reasonable manner by the Administrator and certified to the Servicer.  For the avoidance of doubt, if the transactions contemplated by the Accounts Purchase Agreement are not consummated, the Payoff Amount shall not be due.

5.             MISCELLANEOUS

SECTION 5.1Further Assurances.  Each of the Class A Purchaser and the Administrator agrees, at the Seller’s expense, to promptly execute and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Seller may reasonably request, to carry out the terms of the Agreement.

SECTION 5.2Governing Law.  THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 5.3No Petition.  (a)  The Seller, the Servicer, the Trustee, the Class B Purchaser, the Class A Purchaser and the Administrator, by entering into this Agreement, hereby covenant and agree that they will not at any time institute against the Trust, or join in any institution against the Trust of, any bankruptcy proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Investor Certificates, this Agreement, the Certificate Purchase Agreement or the Supplement.

(b)The Servicer, the Trustee, the Class A Purchaser and the Administrator hereby covenant and agree that they will not at any time institute against the Seller, or join in any institution against the Seller of, any bankruptcy proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Investor Certificates, this Agreement, the Certificate Purchase Agreement or the Supplement.

SECTION 5.4Costs, Expenses and Taxes.  The Seller agrees to pay on demand all reasonable costs and out-of-pocket expenses in connection with the preparation, execution and delivery of this Agreement and the other related documents, including, without limitation, reasonable attorney fees and expenses for the Administrator and Class A Purchaser.

SECTION 5.5Execution in Counterparts.  This 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 Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Agreement.

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IN WITNESS WHEREOF, the parties have caused this Series 1999-2 Payoff and Release Agreement to be signed by their duly authorized officers as of the date set forth on the cover page of this Agreement.

SPIRIT OF AMERICA, INC., as the Servicer

By:                                                                           

Name: Eric M. Specter

Title:   President

CHARMING SHOPPES RECEIVABLES CORP., as the Seller and Class B Purchaser

By:                                                                           

Name:  Eric M. Specter

Title:    President

CLIPPER RECEIVABLES COMPANY, LLC, as the Class A Purchaser

By:                                                                           

Name:                                                                           

Title:                                                                           

STATE STREET BANK AND TRUST COMPANY,

as Administrator for the Class A Purchaser

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:                                                                           

EX-10.5

EXHIBIT 10.5

SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT

THIS SECOND AMENDMENT (this “Amendment”) dated as of November 9, 2000, is to the Purchase and Sale Agreement, dated as of November 25, 1997 and amended by the First Amendment thereto dated as of July 22, 1999 (the “Purchase Agreement”) between SPIRIT OF AMERICA NATIONAL BANK., a national banking association (“Spirit”), as Seller, and CHARMING SHOPPES RECEIVABLES CORP. (“CSRC”), as Purchaser.  Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned in the Purchase Agreement.

W I T N E S S E T H:

WHEREAS, Spirit and CSRC have entered into the Purchase Agreement pursuant to which Spirit transfers Receivables to CSRC from time to time;

WHEREAS, CSRC is a party to the Pooling and Servicing Agreement pursuant to which CSRC transfers Receivables to the Trust from time to time and Spirit acts as Servicer; and

WHEREAS, Spirit and CSRC desire to amend the Purchase Agreement to clarify the intended treatment of the transfers thereunder.

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

SECTION 1.  Amendment.  Section 1.1(d) of the Purchase Agreement is hereby amended by adding the following sentence to the beginning of the second paragraph thereof:

“The parties hereto intend to treat, and hereby agree to so treat, the transfers of Accounts and Related Assets by the Seller to the Purchaser pursuant to this Agreement as  sales, and not secured borrowings, for accounting purposes under generally accepted accounting principles in effect in the United States from time to time.”

SECTION 2.  Amendment Date.  This Amendment shall become effective upon the date (the “Amendment Date”) on which Spirit shall have received executed counterpart signatures pages of this Amendment from each of the parties hereto.

SECTION 3.  Governing Law.   THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 4.  Ratification of the Purchase Agreement.  From and after the Amendment Date, each reference in the Purchase Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and references to the Purchase Agreement in any other document, instrument or agreement executed and/or delivered in connection therewith, shall, in each case, mean and be a reference to the Purchase Agreement as amended hereby.  Except as

otherwise amended by this Amendment, the Purchase Agreement shall continue in full force and effect and is hereby ratified and confirmed.

SECTION 5.  Counterparts.  This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first above written.

SPIRIT OF AMERICA NATIONAL BANK

By:                                                                

Name:

Title:

CHARMING SHOPPES RECEIVABLES CORP.

By:                                                                

Name:

Title:

EX-10.6

EXHIBIT 10.6

THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT

THIS THIRD AMENDMENT (this “Amendment”) dated as of May 8, 2001, is to the Purchase and Sale Agreement, dated as of November 25, 1997 and amended by the First Amendment thereto dated as of July 22, 1999 and by the Second Amendment thereto dated as of November 9, 2000 (the “Purchase Agreement”) between SPIRIT OF AMERICA NATIONAL BANK, a national banking association (“Spirit”), as Seller, and CHARMING SHOPPES RECEIVABLES CORP. (“CSRC”), as Purchaser.  Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned in the Purchase Agreement.

W I T N E S S E T H:

WHEREAS, Spirit and CSRC have entered into the Purchase Agreement pursuant to which Spirit transfers Receivables to CSRC from time to time;

WHEREAS, CSRC is a party to the Second Amended and Restated Pooling and Servicing Agreement, dated as of November 25, 1997 (as amended by the First Amendment thereto dated as of June 22, 1999, and as amended as of the date hereof, the “Pooling and Servicing Agreement”), among Spirit, CSRC and First Union National Bank, as Trustee (in such capacity, the “Trustee”), pursuant to which CSRC transfers Receivables to the Trust from time to time; and

WHEREAS, Spirit and CSRC desire to amend the Purchase Agreement in certain respects as set forth herein.

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

SECTION 1.                      Amendment.  Section 2.5(a) of the Purchase Agreement is hereby amended in its entirety to read in full as set forth below:

“(a) On any day of any Due Period, if so requested by Seller, and if such request is permitted under Section 2.7 of the Pooling and Servicing Agreement, the Purchaser shall require the reassignment to it, which the Purchaser shall reassign to a Person designated by the Seller, of all the Purchaser’s and the Trustee’s right, title and interest in, to and under the Receivables then existing and thereafter created, all monies due or to become due with respect thereto,  all Collections, all Recoveries, rights, remedies, powers and privileges with respect to such Receivables, and all proceeds of the foregoing with respect to the Accounts designated by the Purchaser (the “Removed Accounts”), upon satisfaction of the following conditions:

(i)           the removal of any Receivables of any Removed Accounts on any Removal Date shall not, in the reasonable belief of the Seller, (A) cause an Early Amortization Event to occur; or (B) result in the failure of the Purchaser to make any payment specified in the related Supplement or Receivables Purchase Agreement with respect to any Series;

(ii)           on or prior to the Removal Date, the Seller shall have delivered to the Purchaser and the Trustee (with a copy to each Purchaser Representative) (A) for execution, a written assignment in substantially the form of Exhibit C (the “Reassignment”), and (B) a computer file or microfiche or written list containing a true and complete list of all Removed Accounts identified by account number and the aggregate amount of the Receivables in such Removed Accounts as of the Removal Cut Off Date specified therein, which computer file or microfiche or written list shall as of the Removal Date modify and amend and be made a part of this Agreement;

(iii)           the Seller shall represent and warrant as of each Removal Date that (x)(i) Accounts (or administratively convenient groups of Accounts, such as billing cycles) were chosen for removal randomly or otherwise not on a basis intended to select particular Accounts or groups of Accounts for any reason other than administrative convenience and (ii) no selection procedure was used by the Seller which is materially adverse to the interests of the Investor Certificateholders or any Receivables Purchasers or any Enhancement Provider or (y) Accounts were selected because of a third-party cancellation, or expiration without renewal, of an affinity or private-label arrangement;

(iv)           the Seller shall have provided to the Purchaser such information, certificates, opinions and other materials as are reasonably necessary to enable the Purchaser to satisfy its obligations under Section 2.7 of the Pooling and Servicing Agreement with respect to such Removed Accounts;

(v)           the Seller shall have delivered to the Purchaser, the Trustee, each Purchaser Representative and each Enhancement Provider an Officer’s Certificate confirming the items set forth in clauses (i) through (iii) above.  The Trustee may conclusively rely on such Officer’s Certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying;

(vi)           after giving effect to such removal, the Seller Interest (as defined in the Pooling and Servicing Agreement) shall be greater than or equal to zero; and

(v)           no Early Amortization Event shall have occurred with respect to any Series.

Upon satisfaction of the above conditions, the Purchaser shall execute and deliver the Reassignment to the Person designated by the Seller, and the Receivables from the Removed Accounts shall no longer be considered Receivables hereunder.

Seller shall pay the Purchaser, for each Receivable arising in the Removed Accounts, a reassignment price equal to the Outstanding Balance of such Receivable.  Such payment shall be made in cash in immediately available funds and shall be made by Seller’s deposit to the Collection Account no later than the effectiveness of such Reassignments.”

SECTION 2.  Amendment Date.  This Amendment shall become effective upon the date (the “Amendment Date”) on which Spirit shall have received executed counterpart signatures pages of this Amendment from each of the parties hereto and on which the Second Amendment to the Pooling and Servicing Agreement shall become effective.

SECTION 3.  Governing Law.   THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 4.  Severability.  Each provision of this Amendment shall be severable from every other provision of this Amendment for the purpose of determining the legal enforceability of any provision hereof, and the unenforceability of any provision hereof, and the unenforceability of one or more provisions of this Amendment in one jurisdiction shall not have the effect of rendering such provision or provisions unenforceable in any other jurisdiction.

SECTION 5.  Ratification of the Purchase Agreement.  From and after the Amendment Date, each reference in the Purchase Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and references to the Purchase Agreement in any other document, instrument or agreement executed and/or delivered in connection therewith, shall, in each case, mean and be a reference to the Purchase Agreement as amended hereby.  Except as otherwise amended by this Amendment, the Purchase Agreement shall continue in full force and effect and is hereby ratified and confirmed.

SECTION 6.  Counterparts.  This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first above written.

SPIRIT OF AMERICA NATIONAL BANK

By:                                                                

Name:

Title:

CHARMING SHOPPES RECEIVABLES CORP.

By:                                                                

Name:

Title:

EX-10.7

EXHIBIT 10.7

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED

POOLING AND SERVICING AGREEMENT

THIS SECOND AMENDMENT dated as of May 8, 2001 to the SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT (as defined below), (this “Amendment”), is among Charming Shoppes Receivables Corp., as Seller (“Seller”), Spirit of America, Inc., as Servicer (“Servicer”), and First Union National Bank, as Trustee (“Trustee”).  Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Existing Agreement (defined below).

W I T N E S S E T H

WHEREAS, Seller, Servicer and Trustee are parties to that certain Second Amended and Restated Pooling and Servicing Agreement, dated as of November 25, 1997 (as amended July 22, 1999, the “Existing Agreement”).

WHEREAS, Seller, Servicer and Trustee desire to amend the Existing Agreement in certain respects as set forth herein.

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

SECTION 1.    Amendment.  (a)  Section 1.1 of the Existing Agreement is hereby amended by adding the following definition in appropriate alphabetical order:

“QSPE” shall mean a “qualifying SPE” within the meaning of the Statement of Financial Accounting Standards No. 140, as amended, modified, supplemented or replaced from time to time.

(b) Clause (vi) of the definition of “Permitted Investment” set forth in Section 1.1 of the Existing Agreement is hereby amended by adding the following proviso immediately prior to the period at the end thereof:

“; and provided, further, such investment would not cause the Trust to fail to be a QSPE”.

(c) Section 2.7(b) of the Existing Agreement is hereby amended in its entirety to read in full as set forth below:

“(b)           The Seller shall be permitted to designate and require reassignment to it of the Receivables from Removed Accounts only upon satisfaction of the following conditions:

(i)           the removal of any Receivables of any Removed Accounts on any Removal Date shall not, in the reasonable belief of the Seller, (A) cause an Early

Amortization Event to occur; or (B) result in the failure to make any payment specified in the related Supplement or Receivables Purchase Agreement with respect to any Series;

(ii)           on or prior to the Removal Date, the Seller shall have delivered to the Trustee (with a copy to each Purchaser Representative) (A) for execution, a written assignment in substantially the form of Exhibit E-1 (the “Reassignment”), and (B) a computer file or microfiche or written list containing a true and complete list of all Removed Accounts identified by account number and the aggregate amount of the Receivables in such Removed Accounts as of the Removal Cut Off Date specified therein, which computer file or microfiche or written list shall as of the Removal Date modify and amend and be made a part of this Agreement;

(iii)           the Seller shall represent and warrant as of each Removal Date that (x)(i) Accounts (or administratively convenient groups of Accounts, such as billing cycles) were chosen for removal randomly or otherwise not on a basis intended to select particular Accounts or groups of Accounts for any reason other than administrative convenience and (ii) no selection procedure was used by the Seller which is materially adverse to the interests of the Investor Certificateholders or any Receivables Purchasers or any Enhancement Provider or (y) Accounts were selected because of a third-party cancellation, or expiration without renewal, of an affinity or private-label arrangement;

(iv)           on or before the tenth Business Day prior to the Removal Date, each Rating Agency shall have received notice of such proposed removal of the Receivables of such Accounts and the Seller shall have received written evidence that the Rating Agency Condition has been satisfied;

(v)           the Seller shall have delivered to the Trustee, each Purchaser Representative and each Enhancement Provider an Officer’s Certificate confirming the items set forth in clauses (i) through (iii) above.  The Trustee may conclusively rely on such Officer’s Certificate, shall have no duty to make inquiries with regard to the matters set forth therein and shall incur no liability in so relying;

(vi)           after giving effect to such removal, the Seller Interest shall be greater than or equal to zero; and

(vii)           no Early Amortization Event shall have occurred with respect to any Series.

Upon satisfaction of the above conditions, the Trustee shall execute and deliver the Reassignment to the Seller (with a copy to each Purchaser Representative), and the Receivables from the Removed Accounts shall no longer constitute a part of the Trust.”

(d)           Section 12.1(c) of the Existing Agreement is hereby amended by deleting the third sentence thereof in its entirety.

(e)           Section 12.5(c) of the Existing Agreement is hereby amended by adding the phrase “from Collections” immediately after the phrase “deposited or caused to be deposited” in the first sentence in clause (i) thereof.

(f)           Section 13.1 of the Existing Agreement is hereby amended as follows:

(i)           paragraph (a) of Section 13.1 is hereby amended by inserting the following proviso immediately prior to the period at the end thereof:

“; and provided, further, such amendment would not cause the Trust to fail to be a QSPE”.

(ii)           paragraph (c) of Section 13.1 is hereby amended by inserting the following sentence at the end thereof:

“No Supplement or Receivables Purchase Agreement shall be amended, if the effect of such amendment would be to cause the Trust to fail to be a QSPE, without the consent of Holders or Receivables Purchasers, as applicable, specified in such Supplement or Receivables Purchase Agreement for amendments that require consent.”

SECTION 2.  Effectiveness.  The amendments set forth in Section 1 shall become effective on the date when the Servicer receives counterparts of this Amendment executed by each of the parties hereto and each other condition precedent specified in Section 13.1 to the effectiveness of any amendment to the Existing Agreement shall have been satisfied.

SECTION 3.  Governing Law.   THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 4.  Severability.  Each provision of this Amendment shall be severable from every other provision of this Amendment for the purpose of determining the legal enforceability of any provision hereof, and the unenforceability of any provision hereof, and the unenforceability of one or more provisions of this Amendment in one jurisdiction shall not have the effect of rendering such provision or provisions unenforceable in any other jurisdiction.

SECTION 5.  Ratification of the Existing Agreement.  From and after the date hereof, each reference in the Existing Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and references to the Existing Agreement in any other document, instrument or agreement executed and/or delivered in connection therewith, shall, in each case, mean and be a reference to the Existing Agreement as amended hereby.  Except as otherwise amended by this Amendment, the Existing Agreement shall continue in full force and effect and is hereby ratified and confirmed.

SECTION 6.  Counterparts.  This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective duly authorized officers as of the date and year first written.

CHARMING SHOPPES RECEIVABLES CORP.,

as Seller

By:                                                                           

Name:

Title:

SPIRIT OF AMERICA, INC.,

as Servicer

By:                                                                           

Name:

Title:

FIRST UNION NATIONAL BANK,

as Trustee

By:                                                                           

Name:

Title:

EX-99.1

EXHIBIT 99.1

 FOR IMMEDIATE RELEASE

CHARMING SHOPPES, INC. ANNOUNCES COMPLETION OF SALE OF PRIVATE LABEL CREDIT CARD PROGRAM TO ALLIANCE DATA; ANNOUNCES APPOINTMENT OF GLOBAL SOURCING EXECUTIVES

BENSALEM, Pa., November 2, 2009, Charming Shoppes, Inc. (Nasdaq: CHRS), a leading multi-brand apparel retailer specializing in women's plus apparel today announced the completion of the sale of Charming Shoppes’ (the “Company”) credit card receivables programs to Alliance Data Systems Corporation (“Alliance Data”).  As previously announced, Charming Shoppes and Alliance Data have also entered into a ten-year operating agreement for the servicing of Charming Shoppes’ private label credit card receivables program.  Additionally, the Company announced today that it has strengthened its global sourcing team through the addition of four brand sourcing executives.

Charming Shoppes received net cash proceeds of approximately $136 million related to the credit card receivables transaction.  This transaction consisted of the sale of Charming Shoppes’ private label credit card portfolio, along with certain other assets and liabilities that are required to support these card programs, and the monetization of Charming Shoppes’ consolidated balance sheet asset “Investment in Asset-Backed Securities.” Gross proceeds from the transaction were approximately $166 million, of which approximately $30 million was utilized to fund the termination of contractual obligations related to the credit card receivables programs and exit costs.  Previously, Charming Shoppes’ Investment in Asset-Backed Securities was held on its consolidated balance sheet. Its off-balance sheet securitization funding facilities were held in the Charming Shoppes Master Trust.  Alliance Data has assumed the operation of this Trust and all funding responsibility in support of the credit card receivables program.

Jim Fogarty, President and Chief Executive Officer of Charming Shoppes, Inc. commented, “We are pleased to have closed this transaction with Alliance Data.  The transaction benefits Charming Shoppes and our shareholders, first, by enabling us to further focus on our core business, second, by removing the financing risk associated with both the credit card receivable securitization program and the underlying credit card portfolio, and third, by further bolstering our strong liquidity profile.  We view our private label credit card program as an integral component of our retailing strategy, and continuing to deliver superior value and service to our 4.5 million active private label credit customers as key to our success.  With Alliance Data as our strategic partner, we believe we can continue to deliver for our customer.”

Under the terms of the operating agreement, Alliance Data has assumed the operation of Charming Shoppes’ private label credit card programs for its Lane Bryant, Fashion Bug and Catherines brands.  Alliance Data will provide private label credit card services including account acquisition and activation; card authorization; private label credit card issuance; statement generation; remittance processing; customer service functions and marketing services, as well as receivables funding.

To ensure continuity in customer service and collections, Alliance Data will maintain and operate Charming Shoppes’ existing Milford, Ohio facility. Charming Shoppes will continue to manage credit marketing strategy for its retail brands.

Eric M. Specter, Executive Vice President and Chief Financial Officer of Charming Shoppes, Inc. commented, “The Company will receive payments from Alliance Data based on credit sales generated by the private label credit card portfolio. These payments are expected to substantially replace the Company's net credit contribution related to its credit card portfolio, based on the trailing twelve months ended August 1, 2009.”

BofA Merrill Lynch and Barclays Capital served as financial advisors to Charming Shoppes, Inc. on the transaction for the sale of the Company’s credit card receivables program.

Charming Shoppes also announced today it has strengthened its global sourcing team through the addition of four brand sourcing executives to the organization.

Jim Fogarty commented, “Improving our global sourcing – our strategies, our execution, and accelerating our drive for superior product value, while improving “like for like” cost of goods sold savings across all of our brands – has been one of my key initiatives for our organization. Each of our new brand sourcing executives are charged with developing a brand appropriate sourcing strategy and will work together with our head of global sourcing and our brand teams to execute these strategies and optimize and leverage our vendor base.  I am very pleased with the quality of the sourcing talent we are fielding and am happy to welcome each of them to Charming Shoppes.”

The Company’s appointments included:

Roland Medrano, Senior Vice President, Sourcing, Lane Bryant – Roland joins Lane Bryant from Gear for Sports where he held the position of Senior Vice President of Supply Chain for six years, responsible for Global Sourcing, Inventory Management, Quality Assurance, Corporate Social Responsibility, Customs & Logistics and eight international buying offices.  Prior to Gear for Sports, Roland led the Sourcing function at JCPenney and had VP responsibility for Sourcing and Production at Gymboree, Young Stuff Apparel and Speedo.

Larry Burak, Senior Vice President, Sourcing, Fashion Bug – Larry has built a successful 30+ year career in global sourcing, manufacturing and operations. His most recent role was as Senior Vice President, Chief Operating Officer with Warnaco Swimwear Group where he was responsible for operations in both the eastern and western hemispheres.  Larry’s career also includes senior leadership roles with Liz Claiborne, Guess Jeans, Limited and Kellwood.

Donna Perri, Vice President, Sourcing, Catherines – Donna joins Catherines from Talbots where she was most recently Vice President of Global Sourcing for all woven categories for the Talbots Brand and Premium Outlets.  Before joining Talbots, Donna was Senior Director, Product Development, Production and Sourcing at Guess?Inc, and Director of Global Sourcing and Product Development, Wovens for one year at Ann Taylor, and six years in their Loft division during its formative years.

John Gambino, Vice President, Sourcing, Lane Bryant Outlet – Prior to joining Lane Bryant Outlet, John’s most recent role was Global Sourcing/Manufacturing and Product Development Director at Liz Claiborne.  His prior positions during his 17-year career at Liz included Director of Technical Service and Director Corporate Quality Assurance.  Earlier in his career, John was Production Manager at Cattiva Outerwear and Production, Manufacturing and Quality Manager at Bert Newman in New York.

About Charming Shoppes, Inc.

Charming Shoppes, Inc. (NASDAQ: CHRS) is a leading multi-brand specialty apparel retailer primarily focused on plus-size women's apparel and the parent company of Lane Bryant, Fashion Bug, Catherines Plus Sizes, Figi’s and Petite Sophisticate Outlet.  At August 1, 2009, Charming Shoppes, Inc. operated 2,258 retail stores in 48 states under the names LANE BRYANT®, LANE BRYANT CACIQUE®, LANE BRYANT OUTLET®, FASHION BUG®, FASHION BUG PLUS®, CATHERINES PLUS SIZES®, and PETITE SOPHISTICATE OUTLET®.  The Company also operates the Figi’s® Gifts in Good Taste® catalog, specializing in holiday fare, gift-giving convenience, and exclusive and personalized items. Headquartered in Bensalem, PA, Charming Shoppes employs approximately 26,000 employees worldwide.  Please visit www.charmingshoppes.com for additional information about Charming Shoppes, Inc. and www.lanebryant.com, www.fashionbug.com, www.catherines.com and www.figis.com to learn about our brands.

Safe Harbor Statement

This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 concerning the Company's operations, credit card receivables program, appointments of executives, performance, and financial condition. Such forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from those indicated. Such risks and uncertainties may include, but are not limited to: the failure to realize the benefits from the sale of our credit card program to, and the operation of our credit card program by, our third-party provider, the failure to implement the Company's business plan for increased profitability and growth in the Company's retail stores and direct-to-consumer segments, the failure to effectively implement the Company's plans for a new organizational structure and enhancements in the Company's merchandise and marketing, the failure to effectively implement the Company's plans for the transformation of its brands to a vertical specialty store model, the failure to continue receiving financing at an affordable cost through the availability of credit we receive from our bankers, suppliers and their agents, the failure to effectively implement our planned consolidation, cost and capital budget reduction plans and store closing plans, the failure to achieve increased profitability through the adoption by the Company's brands of a vertical specialty store model, the failure to achieve improvement in the Company's competitive position, the failure to maintain efficient and uninterrupted order-taking and fulfillment in our direct-to-consumer business, changes in or miscalculation of fashion trends, extreme or unseasonable weather conditions, economic downturns, escalation of energy costs, a weakness in overall consumer demand, the failure to find suitable store locations, increases in wage rates,

the ability to hire and train associates, trade and security restrictions and political or financial instability in countries where goods are manufactured, the interruption of merchandise flow from the Company's centralized distribution facilities, competitive pressures, and the adverse effects of natural disasters, war, acts of terrorism or threats of either, or other armed conflict, on the United States and international economies. These, and other risks and uncertainties, are detailed in the Company's filings with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2009, our report on Form 8-K dated June 19, 2009, our Quarterly Reports on Form 10-Q and other Company filings with the Securities and Exchange Commission. Charming Shoppes assumes no duty to update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized.

CONTACT:	Gayle M. Coolick
	Vice President, Investor Relations
	215-638-6955