FINGERHUT RECEIVABLES, INC.
Transferor
FINGERHUT NATIONAL BANK
Servicer
and
THE BANK OF NEW YORK (DELAWARE)
Trustee
on behalf of Series 1998-3 Securityholders
of the Fingerhut Master Trust
FIRST AMENDMENT
Dated as of March 17, 1999
to
SERIES 1998-3 SUPPLEMENT
Dated as of July 30, 1998
to
AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT
Dated as of March 18, 1998
FIRST AMENDMENT dated as of March 17, 1999 ("First
Amendment") to SERIES 1998-3 SUPPLEMENT, by and among Fingerhut
Receivables, Inc., as Transferor (the "Transferor"), Fingerhut
National Bank, as Servicer (the "Servicer") and The Bank of New
York (Delaware), as Trustee (the "Trustee"). Capitalized terms
used but not defined herein shall have the meanings assigned to
them in the Pooling and Servicing Agreement.
WHEREAS, the Transferor, the Servicer and the Trustee
have heretofore executed and delivered the Amended and Restated
Pooling and Servicing Agreement dated as of March 18, 1998, by
and among the Transferor, the Servicer and the Trustee (the
"Pooling and Servicing Agreement"), and the Series 1998-3
Supplement (the "Series Supplement") dated as of July 30, 1998 to
the Pooling and Servicing Agreement; and
WHEREAS, the second paragraph of Section 13.1(a) of the
Pooling and Servicing Agreement provides that the Transferor, the
Servicer and the Trustee may amend the Pooling and Servicing
Agreement (including any Supplement), without the consent of any
of the Securityholders, for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions
of the Pooling and Servicing Agreement, or of modifying in any
manner the rights of the Holders of Securities, provided,
however, that (i) the Servicer shall have provided an Officer's
Certificate to the Trustee to the effect that such amendment will
not materially and adversely affect the interests of the
Securityholders or of any holder of a Participation, (ii) the
Transferor shall have provided a Tax Opinion and an Opinion of
Counsel to the effect that such amendment shall not materially
adversely affect the Applicable Tax State income tax
characterization of any outstanding Series of Investor Securities
or the taxability of the Trust under Applicable Tax State income
tax law and (iii) the Servicer shall have provided at least ten
Business Days prior written notice to each Rating Agency of such
amendment and shall have received written confirmation from each
Rating Agency to the effect that the rating of any Series or any
class of any Series will not be reduced or withdrawn as a result
of such amendment;
NOW, THEREFORE, the Transferor, the Servicer and the
Trustee hereby amend the Series Supplement as follows:
SECTION 1.1 Class C Trigger Event. (a) Clause (i)
of the first sentence of Section 4.15 of the Series Supplement
shall be amended in its entirety to read as follows:
"(i) the rating from Moody's of Federated
Department Stores, Inc.'s senior debt and, if
rated, the rating of Federated Department
Stores, Inc.'s corporate revolving credit
facilities are reduced below Baa2 (a "Class C
Trigger Event")"
(b) The penultimate sentence of Section 4.15 of the
Series Supplement shall be amended in its entirety to read as
follows:
"The Servicer shall provide to Moody's and the
Trustee prompt written notice of any
downgrading of the rating of Federated
Department Stores, Inc.'s senior debt."
SECTION 1.2 Administration of Class C Reserve Account.
The last sentence of subsection (b) of Section 4.16 of the Series
Supplement shall be amended in its entirety to read as follows:
"The amount on deposit in the Class C Reserve
Account may also be released therefrom and paid
to the Transferor, and the Target Percentage of
the Transferor Interest may equal zero, if the
rating of Federated Department Stores, Inc.'s
senior debt or, if rated, the rating of
Federated Department Stores, Inc.'s corporate
revolving credit facilities is subsequently
increased to Baa2 or higher by Moody's or the
Class C Invested Amount has been paid in full."
SECTION 2. Ratification of Agreement. As amended by
this First Amendment, the Series Supplement is in all respects
ratified and confirmed, and the Series Supplement as so amended
by this First Amendment shall be read, taken and construed as one
and the same instrument.
SECTION 3. No Waiver. The execution and delivery of
this First Amendment shall not constitute a waiver of a past
default under the Agreement or impair any right consequent
thereon.
SECTION 4. Counterparts. The First Amendment may be
executed in two or more counterparts including telecopy
transmission thereof (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.
SECTION 5. GOVERNING LAW. THIS FIRST AMENDMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
DELAWARE, 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 6. Effective Date. This First Amendment shall
automatically become effective as of the date upon which (i) all
requirements of the second paragraph of Section 13.1(a) have been
satisfied and (ii) Federated Department Stores, Inc. acquires,
directly or indirectly, shares of the common stock of Fingerhut
Companies, Inc. pursuant to the Offer To Purchase dated
February 18, 1999.
SIGNATURE PAGE TO FOLLOW
IN WITNESS WHEREOF, the Transferor, the Servicer and
the Trustee have caused this First Amendment to be duly executed
by their respective officers, thereunto duly authorized, as of
the day and year first above written.
FINGERHUT RECEIVABLES, INC.
as Transferor
By /s/ Brian M. Szames
Name: Brian M. Szames
Title: President
FINGERHUT NATIONAL BANK
as Servicer
By /s/ Brian M. Szames
Name: Brian M. Szames
Title: Treasurer
THE BANK OF NEW YORK (Delaware)
By /s/ Cheryl L. Laser
Name: Cheryl L. Laser
Title: Cheryl L. Laser