CHARMING SHOPPES INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>9
<FILENAME>exh105.txt
<TEXT>
                                                                    EXHIBIT 10.5

                                                            Loan No. 0010499-001


                                 PROMISSORY NOTE

           (10000 Franklin Square Drive, White Marsh, Maryland 21162)

$14,000,000.00                                                     October, 2002


         FOR VALUE RECEIVED, WHITE MARSH DISTRIBUTION, LLC, a Maryland limited
liability company ("Borrower"), promises to pay to the order of GENERAL ELECTRIC
CAPITAL BUSINESS ASSET FUNDING CORPORATION, a Delaware corporation ("Payee";
Payee and any subsequent holder of this Note being referred to herein as
"Holder") at Payee's office at 10900 Northeast Fourth Street, Suite 500,
Bellevue, Washington 98004, attention: Real Estate Department, or at such other
address as Holder may from time to time designate in writing, the principal sum
of Fourteen Million Dollars ($14,000,000.00) together with interest from the
date the proceeds of the loan (the "Loan") evidenced by this Promissory Note
(this "Note") are initially disbursed until maturity on the principal balance
from time to time remaining unpaid hereon at the rate of six and fifty-three
hundredths percent (6.53%) per annum (computed on the basis of a 360-day year of
twelve (12) consecutive thirty (30)-day months) in installments as follows: (i)
interest only in advance at the rate of Two Thousand Five Hundred Thirty-Nine
Dollars and Forty-Four Cents ($2539.44) per day shall be due and payable on the
date the proceeds of the Loan are initially disbursed to or for the benefit of
Borrower (including, without limitation, disbursement into an escrow for the
benefit of Borrower) for the period beginning on the date of such disbursement
and ending on the last day of the month during which such disbursement occurs,
and (ii) beginning on December 1, 2002, and continuing on the first calendar day
of each successive month thereafter, Borrower shall pay to Holder monthly
installments of principal in the amount of One Hundred Sixteen Thousand Six
Hundred Sixty-Six Dollars and Sixty-Seven Cents ($116,666.67) each, plus all
accrued and unpaid interest, until November 1, 2012, at which time all then
unpaid principal and interest hereon shall be due and payable.

         If any payment shall not be received by Holder within ten (10) days
after its due date, Borrower shall pay an additional charge equal to five
percent (5.00%) of the delinquent payment or the highest additional charge
permitted by law, whichever is less.

         Upon not less than fifteen (15) days advance written notice to Holder,
and upon payment of a prepayment premium ("Prepayment Premium"), if any,
Borrower shall have the right to prepay all, but not less than all, of the
outstanding balance of this Note. The Prepayment Premium shall be determined by
adding the "Base Premium," which is calculated by multiplying the following
described applicable "Base Premium Factor" by the principal balance to be
prepaid, and the "Variable Premium," which is arrived at by (i) calculating the
decrease (expressed in basis points) in the current weekly average yield of
seven (7)-Year U.S. Dollar Interest Rate Swaps as published in Federal Reserve
Statistical Release H.15 (519) ("Index"), from Friday, October 4, 2002 to the
Friday immediately preceding the week in which the prepayment is to be made,
(ii) dividing the decrease by 100, (iii) multiplying the result by the following
described applicable "Variable Premium Factor", and (iv) multiplying the product
by the principal balance to be prepaid. If the Index is unchanged or has
increased from Friday, October 4, 2002, to the Friday immediately preceding the
prepayment date, no Variable Premium shall be due. The Base Premium Factor and
the Variable Premium Factor shall be the amount shown on the following chart for
the month in which prepayment occurs:

         Number of Months                Base               Variable
         Remaining          Years    Premium Factor      Premium Factor

         120 - 109          (10)          .04                 .047
         108 B 97            (9)          .03                 .043
          96 B 85            (8)          .02                 .038
          84 - 73            (7)          .01                 .033
          72 - 61            (6)          .01                 .029
          60 - 49            (5)           0                  .024
          48 - 37            (4)           0                  .019
          36 - 25            (3)           0                  .014
          24 - 13            (2)           0                  .010
          12 - 1             (1)           0                  .005

         Holder may elect to accelerate the loan at any time after the
occurrence of an "Event of Default" (hereinafter defined), in which event
Borrower shall, subject to the terms of this Note, be obligated to pay a
Prepayment Premium equal to the amount determined in accordance with the
foregoing schedule. No Prepayment Premium shall be payable with respect to
condemnation awards or insurance proceeds from fire or other casualty which
Holder applies to prepayment, nor with respect to Borrower's prepayment of the
Loan in full during the last three (3) months of its term unless an "Event of
Default" (hereafter defined) has occurred and remains uncured. Borrower
expressly acknowledges that such Prepayment Premium is not a penalty but is
intended solely to compensate Holder for the loss of its bargain and the
reimbursement of internal expenses and administrative fees and expenses incurred
by Holder.

         Borrower shall be liable on this Note and on all the representations,
warranties, indemnities and covenants in the Commercial Deed Of Trust, Security
Agreement, Assignment Of Leases And Rents And Fixture Filing ("Deed of Trust")
covering the property (the "Property") securing this Note and all other
documents executed or delivered in connection herewith (the "Loan Documents").

         Borrower's obligations hereunder shall be secured, in part, by an
irrevocable standby letter of credit ("Letter of Credit") in the stated amount
of Two Million Eight Hundred Thousand Dollars ($2,800,000.00), to be issued for
the benefit of Holder by a financial institution acceptable to Holder and in
form and substance acceptable to Holder. The face amount of the Letter of Credit
may be reduced upon the request of the Borrower to an amount that is equal to
(but not less than) ten percent (10%) of the then unpaid principal balance of
the Loan determined as of the time of reduction, such reductions to be made each
time that the audited annual financial statements of Charming Shoppes, Inc., a
Pennsylvania corporation ("Charming Shoppes") for any of the 2004, 2005 or 2006
fiscal years of Charming Shoppes demonstrate that Charming Shoppes has achieved
compliance in such fiscal year with the "LC Reduction Requirements" (hereafter
defined). The Letter of Credit shall be released and no longer required as
security for the Loan if Charming Shoppes' audited financial statement for
Charming Shoppes' 2007 fiscal year demonstrates that, as of the end of such
fiscal year, Charming Shoppes has complied with the LC Reduction Requirements
for such fiscal year. The term "LC Reduction Requirement" collectively means
that Charming Shoppes and its consolidated subsidiaries have achieved the
following during the fiscal year of determination of Charming Shoppes: (a) $0.36
annual consolidated earnings, as determined in accordance with generally
accepted accounting standards consistently applied ("G.A.A.P."), per share of
the common stock of Charming Shoppes; (b) a consolidated tangible net worth of
not less than Two Hundred Seventy-Five Million Dollars ($275,000,000.00) as of
the end of such fiscal year, as determined in accordance with G.A.A.P.; (c) a
ratio of consolidated long term debt to consolidated tangible net worth of not
more than 1.0 to 1.0, as determined in accordance with G.A.A.P.; and (d)
consolidated EBITDA (earnings before interest, taxes, depreciation and
amortization charges) of not less than One Hundred Fifty Million Dollars
($150,000,000.00), as determined in accordance with G.A.A.P. The Holder shall
promptly execute or provide such documentation as may be reasonably required by
the issuer of the Letter of Credit in order to implement the above-described
reductions in the face amount of the Letter of Credit.

         Each of the following shall constitute an Event of Default ("Event of
Default") hereunder and under the Deed of Trust and the other Loan Documents:

         (1) Failure of Holder to receive any payment of principal, interest, or
Prepayment Premium upon this Note when due, and such failure shall continue for
ten (10) days after written notice is given by Holder to Borrower of the same;
or

         (2) Failure of Borrower within the time required by the Deed of Trust
to pay any sum secured thereby other than the Note or to make any payment for
taxes, insurance or for reserves for such payments, or any other payment
necessary to prevent filing of or discharge of any lien, and such failure shall
continue for a period of ten (10) days after written notice is given to Borrower
by Holder specifying such failure; or

         (3) Failure by Borrower to observe or perform any obligations of
Borrower to Holder on or with respect to any transactions, debts, undertakings
or agreements other than the transaction evidenced by this Note prior to the
expiration of any applicable cure period set forth therein; or

         (4) Failure of Borrower to make any payment or perform any obligation
under any superior liens or encumbrances on the Property, within the time
required thereunder, or commencement of any suit or other action to foreclose
any superior liens or encumbrances; or

         (5) Failure by Borrower to observe or perform any of its obligations
under any of the lease agreements covering the Property prior to the expiration
of any applicable cure period set forth therein; or

         (6) The Property is transferred or any agreement to transfer any part
or interest in the Property in any manner whatsoever is made or entered into
without the prior written consent of Holder, except as specifically allowed
under the Deed of Trust, including without limitation creating or allowing any
liens on the Property or leasing any portion of the Property; or

         (7) Filing by Borrower of a voluntary petition in bankruptcy or filing
by Borrower of any petition or answer seeking or acquiescing in any
reorganization, arrangement, composition, readjustment, liquidation, or similar
relief for itself under any present or future federal, state or other statute,
law or regulation relating to bankruptcy, insolvency or other relief for
debtors, or the seeking, consenting to, or acquiescing by Borrower in the
appointment of any trustee, receiver, custodian, conservator or liquidator for
Borrower, any part of the Property, or any of the income or rents of the
Property, or the making by Borrower of any general assignment for the benefit of
creditors, or the inability of or failure by Borrower to pay its debts generally
as they become due, or the insolvency on a balance sheet basis or business
failure of Borrower, or the making or suffering of a preference within the
meaning of federal bankruptcy law or the making of a fraudulent transfer under
applicable federal or state law, or concealment by Borrower of any of its
property in fraud of creditors, or the imposition of a lien upon any of the
property of Borrower which is not discharged in the manner permitted by Section
4 of the Deed of Trust, or the giving of notice by Borrower to any governmental
body of insolvency or suspension of operations; or

         (8) Filing of a petition against Borrower seeking any reorganization,
arrangement, composition, readjustment, liquidation, or similar relief under any
present or future federal, state or other law or regulation relating to
bankruptcy, insolvency or other relief for debts, or the appointment of any
trustee, receiver, custodian, conservator or liquidator of Borrower, of any part
of the Property or of any of the income or rents of the Property, unless such
petition shall be dismissed within ninety (90) days after such filing, but in
any event prior to the entry of an order, judgment or decree approving such
petition; or

         (9) The institution of any proceeding for the dissolution or
termination of Borrower voluntarily, involuntarily, or by operation of law; or

         (10) A material adverse change occurs in the combined assets and
liabilities or net worth of Borrower from the combined assets and liabilities or
net worth of Borrower previously disclosed to Holder; or

         (11) Any warranty, representation or statement furnished to Holder by
or on behalf of Borrower under this Note, the Deed of Trust, or any of the Loan
Documents shall prove to have been false or misleading in any material respect
when made; or

         (12) Failure of Borrower to observe or perform any other covenant or
condition contained in the Deed of Trust and such default shall continue for
thirty (30) days after written notice is given to Borrower specifying the nature
of the failure, or if the default cannot be cured within such cure period,
Borrower fails within such time to commence and pursue curative action with
reasonable diligence or fails at any time after expiration of such cure period
to continue with reasonable diligence all necessary curative actions. No notice
of default and no opportunity to cure shall be required with respect to defaults
under Section 17 of the Deed of Trust or if during the prior twelve (12) months
Holder has already sent a written notice to Borrower concerning default in
performance of the same obligation; or

         (13) Failure of Borrower to observe or perform any other obligation
under any Loan Document when such observance or performance is due, and such
failure shall continue beyond the applicable cure period set forth in such Loan
Document, or if the default cannot be cured within such applicable cure period,
Borrower fails within such time to commence and pursue curative action with
reasonable diligence or fails at any time after expiration of such applicable
cure period to continue with reasonable diligence all necessary curative
actions. No written notice of default and no opportunity to cure shall be
required if during the prior twelve (12) months Holder has already sent a notice
to Borrower concerning default in performance of the same obligation; or

         (14) Borrower's abandonment of the Property, or the termination before
the end of the stated term of either: (i) that certain Lease between Borrower
and Charming Shoppes of Delaware, Inc., a Pennsylvania corporation, dated as of
September 26, 2002; or (ii) the Guaranty of such Lease by Charming Shoppes,
Inc.; or

         (15) Any of the events described above in paragraphs (g), (h), (i), or
(j) occur with respect to either Charming Shoppes of Delaware, Inc. (or any
successor tenant of the Property) or Charming Shoppes, Inc.; or

         (16) The occurrence of any default (subject to any applicable grace or
cure period) under any of the documents evidencing or securing any other
indebtedness of Borrower which is now or hereafter owed to Holder; or

         (17) Borrower's failure to maintain the Letter of Credit in compliance
with the terms set forth herein, including any failure of Borrower to deliver to
Holder an extension or replacement for the Letter of Credit not later than sixty
(60) days prior to any applicable expiration date of the Letter of Credit.

         Upon the occurrence of any of the foregoing Events of Default, Holder
shall have the option to declare the entire amount of principal and interest due
under this Note immediately due and payable without notice or demand, and Holder
may exercise any of its rights under this Note and any document executed or
delivered herewith. After acceleration or maturity, Borrower shall pay interest
on the outstanding principal balance of this Note at the rate of five percent
(5.00%) per annum above the prime rate of interest in effect from time to time
as presently published in The Wall Street Journal under the heading entitled
"Money Rates" and the subheading "Prime Rate" or in any future substitute
heading or subheading published by The Wall Street Journal, or fifteen percent
(15.00%) per annum, whichever is higher, provided that such interest rate shall
not exceed the maximum interest rate permitted by law.

         All payments of the principal and interest on this Note shall be made
in coin or currency of the United States of America which at the time shall be
the legal tender for the payment of public and private debts.

         Borrower authorizes any attorney admitted to practice before any court
of record in the United States to appear on its behalf in any court in one or
more proceedings, or before any clerk thereof or prothonotary or other court
official, and to confess judgment against Borrower in favor of the Holder of
this Note in the full amount due on this Note (including principal, accrued
interest and any and all charges, fees and costs) plus attorneys' fees equal to
fifteen percent (15%) of the amount due, plus court costs, all without prior
notice or opportunity of Borrower for prior hearing. Borrower agrees and
consents that venue and jurisdiction shall be proper in the Circuit Court of any
County of the State of Maryland or of Baltimore City, Maryland, or in the United
States District Court for the District of Maryland. Borrower waives the benefit
of any and every statute, ordinance, or rule of court which may be lawfully
waived conferring upon it any right or privilege of exemption, homestead rights,
stay of execution, or supplementary proceedings, or other relief from the
enforcement or immediate enforcement of a judgment or related proceedings on a
judgment. The authority and power to appear for and enter judgment against
Borrower shall not be exhausted by one or more exercises thereof, or by any
imperfect exercise thereof, and shall not be extinguished by any judgment
entered pursuant thereto; such authority and power may be exercised on one or
more occasions from time to time, in the same or different jurisdictions, as
often as the Holder shall deem necessary, convenient, or proper. Although
Borrower has agreed to the confession of judgment for attorneys' fees in the
above-stated fifteen percent (15%) amount, the Holder of this Note may not
execute upon such judgment for attorneys' fees in an amount greater than the
reasonable attorneys' fees actually incurred by the Holder in connection with
the Loan evidenced by this Note and the enforcement and collection thereof.

         If this Note is placed in the hands of an attorney for collection and
regardless as to whether judgment has been confessed hereon by Holder, Borrower
agrees to pay reasonable attorneys' fees and costs incurred by Holder in
connection therewith, and in the event suit or action is instituted to enforce
or interpret this Note (including without limitation efforts to modify or vacate
any automatic stay or injunction), the prevailing party shall be entitled to
recover all expenses reasonably incurred at, before or after trial and on
appeal, whether or not taxable as costs, or in any bankruptcy proceeding, or in
connection with post-judgment collection efforts, including, without limitation,
attorneys' fees, witness fees (expert and otherwise), deposition costs, copying
charges and other expenses.

         This Note shall be governed and construed in accordance with the laws
of the State of Maryland applicable to contracts made and to be performed
therein (excluding choice-of-law principles). Borrower hereby irrevocably
submits to the jurisdiction of any state or federal court sitting in Maryland in
any action or proceeding brought to enforce or otherwise arising out of or
relating to this Note, and hereby waives any objection to venue in any such
court and any claim that such forum is an inconvenient forum.

         This Note is given in a commercial transaction for business purposes.

         Borrower and all sureties, endorsers, guarantors and other parties now
or hereafter liable for the payment of this Note, in whole or in part, hereby
severally (i) waive demand, notice of demand, presentment for payment, notice of
nonpayment, notice of default, protest, notice of protest, notice of intent to
accelerate, notice of acceleration and all other notices, and further waive
diligence in collecting this Note or in enforcing any of the security for this
Note; (ii) agree to any substitution, subordination, exchange or release of any
security for this Note or the release of any party primarily or secondarily
liable for the payment of this Note; (iii) agree that Holder shall not be
required to first institute suit or exhaust its remedies hereon against Borrower
or others liable or to become liable for the payment of this Note or to enforce
its rights against any security for the payment of this Note; and (iv) consent
to any extension of time for the payment of this Note, or any installment
hereof, made by agreement by Holder with any person now or hereafter liable for
the payment of this Note, even if Borrower is not a party to such agreement.

         All agreements between Borrower and Holder, whether now existing or
hereafter arising and whether written or oral, are hereby limited so that in no
contingency, whether by reason of demand or acceleration of the final maturity
of this Note or otherwise, shall the interest contracted for, charged, received,
paid or agreed to be paid to Holder exceed the maximum amount permissible under
the applicable law. If, from any circumstance whatsoever, interest would
otherwise be payable to Holder in excess of the maximum amount permissible under
applicable law, the interest payable to Holder shall be reduced to the maximum
amount permissible under applicable law; and if from any circumstance Holder
shall ever receive anything of value deemed interest by applicable law in excess
of the maximum amount permissible under applicable law, an amount equal to the
excessive interest shall be applied to the outstanding principal balance hereof,
or if such excessive amount of interest exceeds the unpaid balance of principal
hereof, such excess shall be refunded to Borrower. All interest paid or agreed
to be paid to Holder shall, to the extent permitted by applicable law, be
amortized, prorated, allocated, and spread throughout the full period (including
any renewal or extension) until payment in full of the principal so that the
interest hereon for such full period shall not exceed the maximum amount
permissible under applicable law. Holder expressly disavows any intent to
contract for, charge or receive interest in an amount which exceeds the maximum
amount permissible under applicable law. This paragraph shall control all
agreements between Borrower and Holder.

         Borrower (by execution of this Note) and the Holder (by acceptance of
this Note) agree that any suit, action, or proceeding, whether claim or
counterclaim, brought or instituted by or against Borrower or the Holder, or any
successor or assign of Borrower or the Holder, on or with respect to this Note
or any of the other Loan Documents, or which in any way relates, directly or
indirectly, to the obligations of Borrower to the Holder under this Note or any
of the other Loan Documents, or the dealings of the parties with respect
thereto, shall be tried only by a court and not by a jury. THE BORROWER AND THE
HOLDER HEREBY EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT,
ACTION, OR PROCEEDING.

                  IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS
                  AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLY
                  THOSE TERMS IN WRITING ARE ENFORCEABLE. NO OTHER
                  TERMS OR ORAL PROMISES NOT CONTAINED IN THIS WRITTEN
                  CONTRACT MAY BE LEGALLY ENFORCED. YOU MAY CHANGE THE
                  TERMS OF THIS AGREEMENT ONLY BY ANOTHER WRITTEN
                  AGREEMENT.

                  TIME IS OF THE ESSENCE HEREOF.

         IN WITNESS WHEREOF, Borrower has executed or caused this Note to be
executed under seal as of the year and day first written above.

WITNESS/ATTEST:                    BORROWER:

                                   WHITE MARSH DISTRIBUTION, LLC,
                                   A Maryland Limited Liability Company

                                   By:      Charming Shoppes of Delaware, Inc.,
                                            A Pennsylvania Corporation,
                                            General Manager


                                            By:__________________________ (SEAL)

Print: ___________________                  Name:________________________

                                            Title:_______________________



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