Transfer Agreement

 AMENDMENT NO. 1
                    as of March 31, 1994

To the parties to the Secondary
  Transfer Agreement referred
  to below

Ladies & Gentlemen:

         We refer to the Second Amended and Restated
Receivables Transfer Agreement dated as of July 9, 1993, (the
"Secondary Transfer Agreement") among the undersigned, a
Minnesota corporation, CITIBANK, N.A., a national banking
association ("Citibank"), and CITICORP NORTH AMERICA, INC., a
Delaware corporation (formerly known as Citicorp Industrial
Credit, Inc.), individually ("CNA") and as agent for itself
and Citibank (the "Agent").  Unless otherwise defined herein,
the terms defined in the Secondary Transfer Agreement shall
be used herein as therein defined.

         It is hereby agreed by you and us that the Secondary
Transfer Agreement is hereby amended as follows:

         (a)  The definition of Commitment Termination Date in
    Section 1.01 is amended in full to read as follows:

              "'Commitment Termination Date' means the earlier
         of (a) July 29, 1994 and (b) the date of termination
         of the Commitment pursuant to Section 2.03 or
         Section 7.01."

         (b)  Section 2.03(c) is amended in full to read as
    follows:

              "(c) Commitment Termination Date.  Anything
         herein to the contrary notwithstanding, the unused
         portion of the Commitment shall, in any event,
         terminate in whole no later than the Commitment
         Termination Date."

         On and after the Effective Date (as defined below) of
this letter amendment, each reference in the Secondary
Transfer Agreement to "this Agreement", "hereunder",
"hereof", "herein" or words of like import, and each
reference to the Secondary Transfer Agreement or to any term,
condition or provision contained in the Secondary Transfer
Agreement in the Certificate, any Assignment, the Primary
Transfer Agreement or any instrument or document entered into
pursuant hereto or thereto or in connection herewith or therewith 
or "thereunder", "thereof", "therein", or words of like import shall 
mean and be a reference to the Secondary Transfer Agreement or such 
terms, as applicable, in each case as amended or otherwise modified
hereby and by Amendment No. 1 to the Primary Transfer
Agreement.

         The Secondary Transfer Agreement, the Certificate,
all Assignments, the Primary Transfer Agreement and all
instruments and documents entered into pursuant hereto or
thereto or in connection herewith or therewith (each as
amended or otherwise modified hereby and by Amendment No. 1
to the Primary Transfer Agreement) shall be and remain in full
force and effect and are hereby ratified and confirmed in all
respects.

         The execution, delivery and effectiveness of this
letter amendment shall not operate as a waiver of any right,
power or remedy of Citibank, CNA or the Agent under the
Secondary Transfer Agreement, the Certificate or any
Assignment, nor constitute a waiver of any provision of the
Secondary Transfer Agreement, the Certificate or any
Assignment, except in each case as provided hereby or by the
Amendment No. 1 to the Primary Transfer Agreement.

         We agree to pay on demand all reasonable costs and
expenses of the Agent incurred in connection with the
preparation, negotiation, execution and delivery of this
letter amendment and the other instruments and documents to
be delivered hereunder, including, without limitation, the
reasonable fees and out-of-pocket expenses of counsel for the
Agent with respect thereto and with respect to advising the
Agent as to its rights and responsibilities hereunder and
thereunder.  In addition, we agree to pay any and all stamp
and other taxes and fees payable or determined to be payable
in connection with the execution, delivery, filing or
recording of this letter amendment and the other instruments
and documents to be delivered hereunder, and we agree to save
each of the Agent, Citibank and CNA and their respective
Affiliates harmless from and against any and all liabilities
with respect to or resulting from any delay in paying or
omission to pay such taxes or fees.

         If you agree to the terms and provisions hereof,
please evidence such agreement by executing a counterpart
hereof.  Please return eight signed counterparts of this
letter amendment to Shearman & Sterling, 599 Lexington
Avenue, New York, New York, 10022-6069, Attention of William
Ortner.  This letter amendment shall become effective as of
the date first above written (the "Effective Date") on the 
date on or prior to March 31, 1994, on which the Agent shall
have received (i) counterparts of this letter amendment
executed by each of us, Citibank and CNA, individually and as
Agent, and (ii) all of the following documents, each such
document (unless otherwise indicated) being dated the
Effective Date and in form and substance satisfactory to the
Agent:

         (a)  Copies, certified as of the Effective Date, of
    (i) the resolutions of the Board of Directors of the
    undersigned approving this letter amendment and the
    matters contemplated hereby, and (ii) all documents
    evidencing other necessary corporate action and
    governmental approvals, if any, with respect to this
    letter amendment and the matters contemplated hereby and
    thereby;

         (b)  A certificate of the Secretary or an Assistant
    Secretary of the undersigned certifying the names and true
    signatures of the officers of the undersigned
    authorized to sign this letter amendment and the other
    documents to be delivered hereunder;

         (c)  A favorable opinion of John K. Ellingboe, Esq.,
    Vice President and General Counsel of the undersigned, as
    to the due execution and delivery pursuant to due
    authorization by, and enforceability against, the
    undersigned of this letter amendment and the other
    documents to be delivered hereunder and such other matters
    as the Agent, Matterhorn or Enterprise may reasonably
    request;

         (d)  A certificate of the undersigned signed by a
    duly authorized officer of the undersigned stating that:

              (i)  The representations and warranties
         contained in Section 4.01 of the Secondary Transfer
         Agreement are correct on and as of the date of such
         certificate as though made on and as of such date,
         and

             (ii)  No event has occurred and is continuing, or
         would result from this letter amendment, which
         constitutes an Event of Termination or would
         constitute an Event of Termination but for the
         requirement that notice be given or time elapse or
         both; and

         (e)  Amendment No. 1 to the Primary Transfer
    Agreement, substantially in the form of Exhibit A, duly
    executed by the undersigned, Ciesco, Citibank and CNA,
    individually and as Agent (and the conditions for the
    effectiveness of Amendment No. 1 to the Primary Transfer
    Agreement shall have been satisfied).

This letter amendment is subject to the provisions of Section
11.01 of the Secondary Transfer Agreement.

         This letter amendment may be executed in any number
of counterparts and by any combination of the parties hereto
in separate counterparts, each of which when so executed and
delivered shall be an original and all of which taken together
shall constitute one and the same letter amendment.  Delivery
of an executed counterpart of a signature page to this letter
amendment by facsimile transmission shall be effective as
delivery of a manually executed counterpart of this letter
amendment.

         This letter shall be governed by and construed in
accordance with the laws of the State of New York.

                                  Very truly yours,

                                  FINGERHUT CORPORATION
       
                                  By                          
                                    Title:
       
Agreed as of the date
  first above written:

CITICORP NORTH AMERICA,
  INC. (formerly known as
  Citicorp Industrial Credit,
  Inc.), Individually and as Agent

By                         
  Title:

CITIBANK, N.A.

By                         
  Title:

Accepted and Agreed:

MATTERHORN CAPITAL CORPORATION

By:  Union Bank of Switzerland,
       New York Branch, as 
       Administrator and 
       Attorney-in-Fact

     By                       
       Title:

ENTERPRISE FUNDING CORPORATION

By                       
  Title: 

Basic Info X:

Name: Transfer Agreement
Type: Transfer Agreement
Date: May 16, 1994
Company: FINGERHUT COMPANIES INC
State: Minnesota

Other info:

Date:

  • July 9 , 1993
  • July 29 , 1994
  • March 31 , 1994

Organization:

  • Second Amended and Restated Receivables Transfer Agreement
  • Shearman & Sterling
  • Board of Directors
  • Primary Transfer Agreement
  • Secondary Transfer Agreement
  • Citicorp Industrial Credit , Inc.
  • Union Bank of Switzerland

Location:

  • Minnesota
  • N.A.
  • Delaware
  • Lexington Avenue
  • Esq.
  • Ciesco
  • NORTH AMERICA
  • New York Branch

Person:

  • William Ortner
  • John K. Ellingboe