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As Of Filer Filing For·On·As Docs:Size Issuer Agent 3/01/10 Alliance Data Systems Corp 10-K 12/31/09 37:5.7M RR Donnelley/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.61M
2: EX-10.1 Office Lease HTML 258K
3: EX-10.10 Letter Agreement HTML 17K
13: EX-10.101 Purchase and Sale Agreement HTML 113K
14: EX-10.102 First Amendment to Purchase and Sale Agreement HTML 25K
15: EX-10.103 Second Amendment to Purchase and Sale Agreement HTML 18K
16: EX-10.104 Third Amendment to Purchase and Sale Agreement HTML 24K
17: EX-10.105 Consent to Purchase and Sale Agreement HTML 23K
18: EX-10.106 Fourth Amendment to Purchase and Sale Agreement HTML 48K
19: EX-10.107 Second Amended and Restated Pooling and Servicing HTML 472K
Agreement
20: EX-10.108 First Amendment to Second Amended and Restated HTML 25K
Pooling and Servicing Agreement
21: EX-10.109 Second Amendment to Second Amended and Restated HTML 25K
Pooling and Servicing Agreement
22: EX-10.110 Fourth Amendment to Second Amended and Restated HTML 24K
Pooling and Servicing Agreement
23: EX-10.111 Amendment to Second Amended and Restated Pooling HTML 21K
and Servicing Agreement
24: EX-10.112 Amendment to Second Amended and Restated Pooling HTML 42K
and Servicing Agreement
25: EX-10.113 Sixth Amendment to Second Amended and Restated HTML 55K
Pooling and Servicing Agreement
26: EX-10.122 Series 2006-A Indenture Supplement HTML 281K
27: EX-10.123 Series 2007-I Indenture Supplement HTML 327K
28: EX-10.124 Series 2009-Vfc1 Indenture Supplement HTML 194K
29: EX-10.125 Series 2009-Vfn Indenture Supplement HTML 211K
30: EX-10.126 Series 2009-Vfn Indenture Supplement HTML 214K
4: EX-10.14 Third Amendment to Lease Agreement HTML 38K
5: EX-10.19 Lease Amending Agreement by and Between Dundeal HTML 62K
Canada Inc. and Loyaltyone Inc.
6: EX-10.21 Third Lease Amendment HTML 32K
7: EX-10.26 Lease of Space HTML 349K
8: EX-10.44 Amendment No. One to Performance-Based Restricted HTML 15K
Stock Unit Award Agreement
9: EX-10.51 Amendment No. One to Canadian Performance-Based HTML 15K
Restricted Stock Unit Award Agmt
10: EX-10.60 Amended and Restated Alliance Data Systems 401(K) HTML 359K
and Retirement Savings Plan
11: EX-10.61 Form of Performance-Based Restricted Stock Unit HTML 39K
Award Agreement
12: EX-10.62 Form of Canadian Performance-Based Restricted HTML 39K
Stock Unit Award Agreement
31: EX-12.1 Statement Re Computation of Ratios HTML 14K
32: EX-21 Subsidiaries of the Registrant HTML 30K
33: EX-23.1 Consent of Deloitte & Touche LLP HTML 14K
34: EX-31.1 Certification of CEO Pursuant to Rule 13A-14(A) HTML 17K
35: EX-31.2 Certification of CFO Pursuant to Rule 13A-14(A) HTML 17K
36: EX-32.1 Certification of CEO Pursuant to Rule 13A-14(B) HTML 15K
37: EX-32.2 Certification of CFO Pursuant to Rule 13A-14(B) HTML 15K
| First Amendment to Second Amended and Restated Pooling and Servicing Agreement |
Exhibit 10.108
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED
POOLING AND SERVICING AGREEMENT
THIS FIRST AMENDMENT dated as of July 22, 1999 to the SECOND AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT (as defined below), (this “Amendment”), is among Charming Shoppes Receivables Corp., as Seller and as Holder of the Exchangeable Seller Certificate, Spirit of America National Bank (the “Bank”), as servicer under the Prior Pooling Agreement (in such capacity, the “Prior Servicer”) and as Originator, Spirit of America, Inc. (“Spirit Inc.”), as Servicer and First Union National Bank, as Trustee. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Pooling Agreement (defined below).
PRELIMINARY STATEMENTS
A. Seller, Prior Servicer and Trustee are parties to that certain Second Amended and Restated Pooling and Servicing Agreement, dated as of November 25, 1997 (the “Prior Pooling Agreement”).
B. Seller, Prior Servicer and Trustee desire to amend the Prior Pooling Agreement in certain respects as set forth herein.
C. The parties to this Amendment desire to appoint Spirit Inc. as Servicer to replace the Bank as Servicer and Spirit Inc. desires to accept such appointment.
D. Originator desires to assign, for good and valuable consideration, rights to receive amounts otherwise allocable to the Holder of the Exchangeable Seller Certificate that constitute Deferred Originator Payments, as defined in the Prior Pooling Agreement (such amounts, the “Deferred Amounts”), and Holder of the Exchangeable Seller Certificate desires to accept such assignment and agrees to pay good and valuable consideration therefor.
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. The Prior Pooling Agreement is hereby amended in its entirety to read as set forth in Annex A hereto (the Prior Pooling Agreement as amended hereby, the “Pooling Agreement”). Without limiting the foregoing, Spirit Inc. is hereby appointed Servicer under the Pooling Agreement, and agrees to assume all obligations of the Bank as Servicer. The Bank is hereby released from such obligations and all liabilities in connection therewith, other than any such liabilities incurred by the Bank, in its capacity as the Prior Servicer, prior to the Effective Date.
SECTION 2. Assignment of Deferred Originator Payments.
2.01 Assignment. In exchange for good and valuable consideration, Originator hereby assigns all of its rights to receive Deferred Amounts to the Holder of the Exchangeable Seller Certificate, and Originator hereby instructs Servicer and the Trustee, and each of the Servicer and the Trustee hereby agree that any Deferred Amounts which may become payable at or after the Effective Date shall be allocated to the Holder of the Exchangeable Seller Certificate as provided in Section 4.3(c) of the Pooling Agreement.
2.02 Consideration. As consideration for the right to receive such Deferred Originator Payments described in Subsection 2.01 above, the Seller, as Holder of the Exchangeable Seller Certificate, agrees to pay to Originator $5,170,122.00 on the Effective Date.
SECTION 3. Representations and Warranties. Each of the Seller and the Servicer hereby represents and warrants that (i) the representations and warranties made by it set forth in the Pooling Agreement, after giving effect to this Amendment, are correct on and as of the Effective Date (defined below) as though made on and as of the Effective Date and shall be deemed to have been made on such Effective Date and (ii) no event has occurred and is continuing, or would result from the execution of this Amendment, which constitutes a Trust Early Amortization Event.
SECTION 4. Effectiveness. This Amendment shall become effective on the date on which the Trustee shall have received the following (such date, the “Effective Date”):
| (a) | a copy of this Amendment duly executed by each of the parties hereto; |
| (b) | a Certificate of the Secretary or Assistant Secretary of each of the Seller, the Prior Servicer and the Servicer certifying that attached thereto is a copy of the Resolutions of the Board of Directors of the Seller, the Prior Servicer or the Servicer, as applicable, approving this Amendment and affirming that the Articles of Incorporation, By-Laws and/or incumbency certificate of the Seller or the Prior Servicer, as applicable, delivered pursuant to the Prior Pooling Agreement have not been amended or rescinded, and remain in full force and effect, and in the case of the Servicer, affirming that the Articles of Incorporation, By-Laws, and incumbency certificate of the Servicer attached thereto are true and genuine copies of such documents in full force and effect; |
| (c) | an Opinion of Counsel of the Seller, the Prior Servicer and the Servicer in form and substance reasonably acceptable to the Trustee; |
| (d) | the consent of each Investor Certificateholder of each Certificate Series outstanding on the Effective Date and each Purchaser Representative of each Receivables Purchase Series outstanding on the Effective Date; and |
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| (e) | such other approvals, opinions or documents as the Trustee may reasonably request. |
SECTION 5. Miscellaneous. This Amendment may be executed in any number of counterparts, and by the different parties on separate counterparts, each of which shall constitute an original, but all of which together shall constitute one and the same agreement. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York. Any reference to the Pooling Agreement from and after the date hereof shall be deemed to refer to the Pooling Agreement as amended hereby, unless otherwise expressly stated. The Pooling Agreement, as amended hereby, remains in full force and effect.
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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., | ||
| By: | /s/ Kirk R. Simme | |
| Name: | Kirk R. Simme | |
| Title: | Vice President | |
| SPIRIT OF AMERICA NATIONAL BANK, | ||
| By: | /s/ Eric M. Specter | |
| Name: | Eric M. Specter | |
| Title: | Vice President | |
| SPIRIT OF AMERICA, INC., | ||
| By: | /s/ Eric M. Specter | |
| Name: | Eric M. Specter | |
| Title: | President | |
| FIRST UNION NATIONAL BANK, | ||
| By: | /s/ George Rayzis | |
| Name: | George Rayzis | |
| Title: | Vice President | |
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/1/10 | |||
| For Period End: | 12/31/09 | 11-K | ||
| 7/22/99 | ||||
| 11/25/97 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/29/11 SEC UPLOAD¶ 9/21/17 1:45K Bread Financial Holdings, Inc. 1/26/11 SEC UPLOAD¶ 9/21/17 1:60K Bread Financial Holdings, Inc. 12/23/10 SEC UPLOAD¶ 9/21/17 1:56K Bread Financial Holdings, Inc. 11/22/10 SEC UPLOAD¶ 9/21/17 1:58K Bread Financial Holdings, Inc. 9/23/10 SEC UPLOAD¶ 9/21/17 1:60K Bread Financial Holdings, Inc. 7/20/10 SEC UPLOAD¶ 9/21/17 1:78K Bread Financial Holdings, Inc. 5/28/10 SEC UPLOAD¶ 9/21/17 1:56K Bread Financial Holdings, Inc. 4/01/10 SEC UPLOAD¶ 9/21/17 1:80K Bread Financial Holdings, Inc. |