REASSIGNMENT OF RECEIVABLES
REASSIGNMENT NO. 2 OF RECEIVABLES, dated as of
October 27, 2000, by and between FINGERHUT RECEIVABLES, INC., a
corporation organized and existing under the laws of the States
of Delaware (the "Transferor"), and THE BANK OF NEW YORK
(DELAWARE), a banking corporation organized under the laws of the
State of Delaware (the "Trustee") pursuant to the Pooling and
Servicing Agreement referred to below.
W I T N E S S E T H
WHEREAS, the Transferor and the Trustee are parties to
the Amended and Restated Pooling and Servicing Agreement, dated
as of March 18, 1998 (hereinafter as such agreement may have
been, or may from time to time be, amended, supplemented or
otherwise modified, the "Pooling and Servicing Agreement") by and
among the Transferor, Axsys National Bank (formerly Fingerhut
National Bank), as Servicer, and the Trustee;
WHEREAS, PURSUANT TO Section 2.7 of the Pooling and
Servicing Agreement, the Transferor wishes to remove all
Receivables from certain designated Accounts (collectively, the
"Removed Accounts") and to cause the Trustee to reconvey the
Receivables of such Removed Accounts, whether now existing or
hereafter created, from the Trust to the Transferor (as each such
term is defined in the Pooling and Servicing Agreement); and
WHEREAS, the Trustee is willing to accept such
designation and to reconvey the Receivables in the Removed
Accounts subject to the terms and conditions hereof.
NOW THEREFORE, the Transferor and the Trustee hereby
agree as follows:
A. Defined Terms. All terms defined in the Pooling
and Servicing Agreement and used herein shall have such defined
meanings when used herein, unless otherwise defined herein.
"Removal Date" shall mean, with respect to the
Removed Accounts designated hereby, October 27, 2000.
"Removal Notice Date" shall mean, with respect to
the Removed Accounts designated hereby, October 19, 2000 (which
shall be a date on or prior to the fifth Business Day prior to
the Removal Date).
B. Designation of Removed Accounts. The Transferor
shall deliver to the Trustee or the bailee of the Trustee, not
later than five Business Days after the Removal Date, a computer
file or microfiche list containing a true and complete list of
each revolving consumer credit card account which as of the
Removal Date shall be deemed to be a Removed Account, such
accounts being identified by account number and by the aggregate
amount of Receivables in such accounts as of the close of
business on the Removal Date. Such list shall be marked as
Schedule 1 to this Reassignment and shall be incorporated into
and made a part of this Reassignment as of the Removal Date.
C. Conveyance of Receivables
1. The Trustee does hereby reconvey to the
Transferor, without recourse, representation or warranty, on and
after the Removal Date, all right, title and interest of the
Trust in and to the Receivables now existing and hereafter
created in the Removed Accounts designated hereby, all monies due
or to be come due with respect thereto (including all Finance
Charge Receivables) and all proceeds (as defined in Section 9-306
of the UCC as in effect in the Relevant UCC State) of such
Receivables.
2. In connection with such transfer, the Trustee
agrees to execute and deliver to the Transferor within 10
business days of the date of this Reassignment, a termination
statement, as provided to the Trustee by the Transferor, with
respect to the Receivables now existing and hereafter created in
the Removed Accounts designated hereby evidencing the release by
the Trust of its Lien on the Receivables in the Removed Accounts,
and meeting the requirements of applicable state law, in such
manner and such jurisdictions as are necessary and advised by the
Transferor to remove such Lien.
D. Representations and Warranties of the Transferor.
The Transferor hereby represents and warrants to the Trustee as
of the Removal Date:
1. Legal, Valid and Binding Obligation. This
Reassignment constitutes a legal, valid and binding obligation of
the Transferor enforceable against the Transferor in accordance
with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws now or hereafter in effect affecting the
enforcement of creditors' rights in general and except as such
enforceability may be limited by general principles of equity
(whether considered in a suit at law or in equity).
2. Selection Procedures. No selection procedures
believed by the Transferor to be materially adverse to the
interests of the Investor Securityholders were utilized in
selection the Removed Accounts designated hereby.
E. Conditions Precedent. The amendment of the
Pooling and Servicing Agreement set forth in Section F hereof is
subject to the satisfaction, on or prior to the Removal Date, of
the following condition precedent:
The Transferor shall have delivered to the Trustee
an Officer's Certificate certifying that (i) as of the Removal
Date, all requirements set forth in Section 2.7 of the Pooling
and Servicing Agreement for designating Removed Accounts and
reconveying the Receivables of such Removed Accounts, whether now
existing or hereafter created, have been satisfied, and (ii) each
of the representations and warranties made by the Transferor in
Section D hereof is true and correct as of the Removal Date. 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.
F. Amendment of the Pooling and Servicing Agreement.
The Pooling and Servicing Agreement is hereby amended to provide
that all references therein to the "Pooling and Servicing
Agreement," to "this Agreement" and "herein" shall be deemed from
and after the Removal Date to be a dual reference to the Pooling
and Servicing Agreement as supplemented by this Reassignment.
Except as expressly amended hereby, all of the representations,
warranties, terms, covenants and conditions of the Pooling and
Servicing agreement shall remain unamended and shall continue to
be, and shall remain, in full force and effect in accordance with
its terms and except as expressly provided herein shall not
constitute or be deemed to constitute a waiver of compliance with
or a consent to non-compliance with any term or provision of the
Pooling and Servicing Agreement.
G. Counterparts. This Reassignment may be executed
in two or more counterparts, and by different parties on separate
counterparts, each of which shall be an original, but all of
which together shall constitute one and the same instrument.
H. Governing Law. THIS REASSIGNMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE,
WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS.
IN WITNESS WHEREOF, the undersigned have caused this
Reassignment of Receivables to be duly executed and delivered by
their respective duly authorized officers on the day and year
first above written.
FINGERHUT RECEIVABLES, INC.
By /s/ Brian M. Szames
Name: Brian M. Szames
Title: President
THE BANK OF NEW YORK (DELAWARE)
as Trustee,
By: /s/ William T. Lewis
Name: William T. Lewis
Title: Senior Vice President