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                               $200,000,000

                  AMENDED AND RESTATED REVOLVING CREDIT
                 AND LETTER OF CREDIT FACILITY AGREEMENT

                       Dated as of October 29, 1990
             As Amended and Restated as of September 16, 1996

                                  among

                        FINGERHUT COMPANIES, INC.,

                       THE GUARANTORS NAMED HEREIN,

                        THE LENDERS NAMED HEREIN,

                     NATIONSBANK, N.A., as Co-Agent,

              BANK OF AMERICA ILLINOIS, as an Issuing Bank,

           FIRST BANK NATIONAL ASSOCIATION, as an Issuing Bank,

            NORWEST BANK MINNESOTA, N.A., as an Issuing Bank,

                                   and

            THE CHASE MANHATTAN BANK, as Administrative Agent
                           and an Issuing Bank





                        TABLE OF CONTENTS


     ARTICLE I

                          Definitions                           1
          SECTION 1.01.  Defined Terms                          1
          SECTION 1.02.  Terms Generally                       21

     ARTICLE II

                          The Credits                          21
          SECTION 2.01.  Commitments                           21
          SECTION 2.02.  Loans                                 22
          SECTION 2.03.  Competitive Bid Procedure             24
          SECTION 2.04.  Standby Borrowing Procedure           26
          SECTION 2.05.  Refinancings, Continuances and
          Conversions of Loans                                 27
          SECTION 2.06.  Fees                                  29
          SECTION 2.07.  Evidence of Debt; Repayment of
          Loans                                                30
          SECTION 2.08.  Interest on Loans                     30
          SECTION 2.09.  Default Interest                      31
          SECTION 2.10.  Alternate Rate of Interest            31
          SECTION 2.11.  Termination and Reduction of
          Commitments                                          32
          SECTION 2.12.  Prepayment                            32
          SECTION 2.13.  Reserve Requirements; Change in
          Circumstances                                        33
          SECTION 2.14.  Change in Legality                    36
          SECTION 2.15.  Letters of Credit                     37
          SECTION 2.16.  Indemnity                             40
          SECTION 2.17.  Pro Rata Treatment                    41
          SECTION 2.18.  Sharing of Setoffs                    41
          SECTION 2.19.  Payments                              42
          SECTION 2.20.  Taxes                                 42

     ARTICLE III

                 Representations and Warranties                45
          SECTION 3.01.  Organization; Powers                  45
          SECTION 3.02.  Authorization                         46
          SECTION 3.03.  Enforceability                        46
          SECTION 3.04.  Governmental Approvals                46
          SECTION 3.05.  Financial Statements                  46
          SECTION 3.06.  No Material Adverse Change            47
          SECTION 3.07.  Title to Properties; Possession
          Under Leases                                         47
          SECTION 3.08.  Subsidiaries                          47
          SECTION 3.09.  Litigation; Compliance with Laws      47
          SECTION 3.10.  Agreements                            47
          SECTION 3.11.  Federal Reserve Regulations           48
          SECTION 3.12.  Investment Company Act; Public
          Utility Holding Company Act                          48
          SECTION 3.13.  Use of Proceeds                       48
          SECTION 3.14.  Tax Returns                           48
          SECTION 3.15.  No Material Misstatements             48
          SECTION 3.16.  Employee Benefit Plans                49
          SECTION 3.17.  Environmental Matters                 49

     ARTICLE IV

                     Conditions of Lending                     50

     ARTICLE V

                     Affirmative Covenants                     51
          SECTION 5.01.  Existence; Businesses and Prop
          erties                                               51
          SECTION 5.02.  Insurance                             51
          SECTION 5.03.  Obligations and Taxes                 52
          SECTION 5.04.  Financial Statements, Reports, etc.   52
          SECTION 5.05.  Litigation and Other Notices          54
          SECTION 5.06.  Employee Benefits                     54
          SECTION 5.07.  Maintaining Records; Access to
          Properties and Inspections                           55
          SECTION 5.08.  Additional Guarantors                 55
          SECTION 5.09.  Ownership of Metris Companies Inc.    56

     ARTICLE VI

                       Negative Covenants                      56
          SECTION 6.01.  Liens                                 56
          SECTION 6.02.  Sale and Lease-Back Transactions      58
          SECTION 6.03.  Mergers, Consolidations, Sales of
          Assets and Acquisitions                              58
          SECTION 6.04.  EBIT Ratio                            60
          SECTION 6.05.  Leverage Ratio                        60
          SECTION 6.06.  Minimum Consolidated Net Worth        60
          SECTION 6.07.  Funding Ratio                         60
          SECTION 6.08.  Limitations on Restrictions on
          Dividends by Subsidiaries.                           60
          SECTION 6.09.  Limitations on Fingerhut
          Receivables, Inc.                                    60

     ARTICLE VII

                       Events of Default                       61

     ARTICLE VIII

                    The Administrative Agent                   65

     ARTICLE IX

                           Guarantee                           68

     ARTICLE X

                         Miscellaneous                         71
          SECTION 10.01.  Notices                              71
          SECTION 10.02.  Survival of Agreement                71
          SECTION 10.03.  Binding Effect                       72
          SECTION 10.04.  Successors and Assigns               72
          SECTION 10.05.  Expenses; Indemnity                  76
          SECTION 10.06.  Right of Setoff                      77
          SECTION 10.07.  Applicable Law                       77
          SECTION 10.08.  Waivers; Amendment                   77
          SECTION 10.09.  Interest Rate Limitation             78
          SECTION 10.10.  Entire Agreement                     78
          SECTION 10.11.  Waiver of Jury Trial                 78
          SECTION 10.12.  Severability                         79
          SECTION 10.13.  Counterparts                         79
          SECTION 10.14.  Headings                             79
          SECTION 10.15.  Jurisdiction; Consent to Service
          of Process                                           79
          SECTION 10.16.  Confidentiality                      80

Exhibits

Exhibit A-1               Form of Competitive Bid Request
Exhibit A-2     Form of Notice of Competitive Bid Request
Exhibit A-3                       Form of Competitive Bid
Exhibit A-4  Form of Competitive Bid Accept/Reject Letter
Exhibit A-5             Form of Standby Borrowing Request
Exhibit B               Form of Assignment and Acceptance

Schedules

Schedule 2.01                                 Commitments
Schedule 3.08                                Subsidiaries
Schedule 3.09                                  Litigation
Schedule 3.14                                 Tax Returns
Schedule 6.01                                       Liens


                         AMENDED AND RESTATED REVOLVING CREDIT
               AND LETTER OF CREDIT FACILITY AGREEMENT dated as
               of October 29, 1990, as amended and restated as of
               September 16, 1996, among FINGERHUT COMPANIES,
               INC., a Minnesota corporation (the "Borrower"),
               FINGERHUT CORPORATION, a Minnesota corporation
               (the "Guarantor", and together with any Subsidiary
               which shall become a Guarantor pursuant to
               Section 5.08, the "Guarantors"), the lenders
               listed in Schedule 2.01 hereto (the "Lenders"),
               NATIONSBANK, N.A., as co-agent for the Lenders (in
               such capacity, the "Co-Agent"), BANK OF AMERICA
               ILLINOIS, as an issuing bank, NORWEST BANK
               MINNESOTA, N.A., as an issuing bank, FIRST BANK
               NATIONAL ASSOCIATION, as an issuing bank, and THE
               CHASE MANHATTAN BANK, as administrative agent for
               the Lenders and as an issuing bank.


          The Borrower has requested the Lenders to extend credit
to the Borrower in an aggregate principal amount of up to
$200,000,000, of which (i) the full amount minus the LC Exposure
(as defined herein) shall be available in the form of revolving
credit loans and competitive advances (pursuant to a procedure
under which the Borrower may invite the Lenders to bid on an
uncommitted basis on borrowings by the Borrower) and (ii) the
full amount minus the aggregate outstanding principal amount of
revolving credit loans and competitive advances shall be
available in the form of letters of credit.  Such credit will
mature five years after the Restatement Closing Date (as
hereinafter defined).  The proceeds of all such borrowings and
such letters of credit are to be used by the Borrower and its
subsidiaries to provide working capital and for other general
corporate purposes.  The Lenders are willing to extend such
credit to the Borrower on the terms and subject to the conditions
herein set forth.
          Accordingly, the Borrower, the Guarantor, the Lenders
and the Administrative Agent agree as follows:


                         ARTICLE I

                        Definitions

          SECTION 1.01.  Defined Terms.  As used in this
Agreement, the following terms shall have the meanings specified
below:

          "ABR Borrowing" shall mean a Borrowing comprised of
ABR Standby Loans.

          "ABR Standby Loan" shall mean any Standby Loan bearing
interest at a rate determined by reference to the Alternate Base
Rate.

          "Accounts" shall mean all accounts, accounts
receivable, other receivables, contract rights, chattel paper,
and related instruments and documents, insurance claims and
proceeds, and notes, whether now owned or hereafter acquired by
the Borrower or any Subsidiary.

          "Administrative Agent" shall mean The Chase Manhattan
Bank, together with its affiliates, as the arranger of the
Commitments and as the agent for the Lenders under this
Agreement.

          "Administrative Agent Fees" shall have the meaning
assigned to such term in Section 2.06(b).

          "Affiliate" shall mean, when used with respect to a
specified Person, another Person that directly, or indirectly
through one or more intermediaries, Controls or is Controlled by
or is under common Control with the Person specified.

          "Alternate Base Rate" shall mean, for any day, a rate
per annum (rounded upwards, if necessary, to the next 1/16 of 1%)
equal to the greatest of (a) the Prime Rate in effect on such
day, (b) the Base CD Rate in effect on such day plus 1% and
(c) the Federal Funds Effective Rate in effect on such day plus
1/2 of 1%.  For purposes hereof, "Prime Rate" shall mean the rate
of interest per annum publicly announced from time to time by the
Administrative Agent as its prime rate in effect at its principal
office in New York City; each change in the Prime Rate shall be
effective on the date such change is publicly announced as
effective.  "Base CD Rate" shall mean the sum of (a) the product
of (i) the Three-Month Secondary CD Rate and (ii) Statutory
Reserves and (b) the Assessment Rate.  "Three-Month Secondary
CD Rate" shall mean, for any day, the secondary market rate for
three-month certificates of deposit reported as being in effect
on such day (or, if such day shall not be a Business Day, the
next preceding Business Day) by the Board through the public
information telephone line of the Federal Reserve Bank of New
York (which rate will, under the current practices of the Board,
be published in Federal Reserve Statistical Release H.15(519)
during the week following such day), or, if such rate shall not
be so reported on such day or such next preceding Business Day,
the average of the secondary market quotations for three-month
certificates of deposit of major money center banks in New York
City received at approximately 10:00 a.m., New York City time, on
such day (or, if such day shall not be a Business Day, on the
next preceding Business Day) by the Administrative Agent from
three New York City negotiable certificate of deposit dealers of
recognized standing selected by it.  "Federal Funds Effective
Rate" shall mean, for any day, the weighted average of the rates
on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers, as
published on the next succeeding Business Day by the Federal
Reserve Bank of New York, or, if such rate is not so published
for any day which is a Business Day, the average of the quota
tions for the day of such transactions received by the
Administrative Agent from three Federal funds brokers of
recognized standing selected by it.  If for any reason the
Administrative Agent shall have determined (which determination
shall be presumed conclusive absent manifest error but subject to
rebuttal by the Borrower) that it is unable to ascertain the Base
CD Rate or the Federal Funds Effective Rate or both for any
reason, including the inability or failure of the Administrative
Agent to obtain sufficient quotations in accordance with the
terms thereof, the Alternate Base Rate shall be determined
without regard to clause (b) or (c), or both, of the first
sentence of this definition, as appropriate, until the
circumstances giving rise to such inability no longer exist.  Any
change in the Alternate Base Rate due to a change in the Prime
Rate, the Three-Month Secondary CD Rate or the Federal Funds
Effective Rate shall be effective on the effective date of such
change in the Prime Rate, the Three-Month Secondary CD Rate or
the Federal Funds Effective Rate, respectively.

          "Assessment Rate" shall mean for any date the annual
rate (rounded upwards, if necessary, to the next 1/100 of 1%)
most recently estimated by the Administrative Agent as the then
current net annual assessment rate that will be employed in
determining amounts payable by the Administrative Agent to the
Federal Deposit Insurance Corporation (or any successor) for
insurance by such Corporation (or such successor) of time
deposits made in dollars at the Administrative Agent's domestic
offices.

          "Assignment and Acceptance" shall mean an assignment
and acceptance entered into by a Lender and an assignee, and
accepted by the Administrative Agent, in the form of Exhibit B.

          "Big Six Accounting Firm" shall mean any of Price
Waterhouse & Co., Arthur Andersen & Co., Ernst & Young, KPMG Peat
Marwick LLP, Deloitte & Touche and Coopers & Lybrand or their
respective successors.

          "Board" shall mean the Board of Governors of the
Federal Reserve System of the United States.

          "Borrowing" shall mean a group of Loans of a single
Type made by the Lenders (or, in the case of a Competitive
Borrowing, by the Lender or Lenders whose Competitive Bids have
been accepted pursuant to Section 2.03) on a single date and as
to which a single Interest Period is in effect.

          "Business Day" shall mean any day (other than a day
which is a Saturday, Sunday or legal holiday in the State of New
York) on which banks are permitted to open for business in New
York City; provided, however, that, when used in connection with
a Eurodollar Loan, the term "Business Day" shall also exclude any
day on which banks are not open for dealings in dollar deposits
in the London interbank market.

          "Capital Lease" shall have the meaning given such term
in the definition of Capital Lease Obligation.

          "Capital Lease Obligations" of any Person shall mean
the obligations of such Person to pay rent or other amounts under
any lease (a "Capital Lease") of (or other arrangement conveying
the right to use) real or personal property, or a combination
thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person
under GAAP consistently applied and, for the purposes of this
Agreement, the amount of such obligations at any time shall be
the capitalized amount thereof at such time determined in
accordance with GAAP consistently applied.

          A "Change in Control" shall be deemed to have occurred
if (a) any person (as such term is used in Sections 13(d) and
14(d) of the Exchange Act) shall beneficially own (within the
meaning of Rule 13d-3 under the Exchange Act) shares representing
more than 50% of the aggregate ordinary voting power represented
by the issued and outstanding capital stock of the Borrower or
any Person directly or indirectly Controlling the Borrower or
(b) at any time, individuals who on the Restatement Closing Date
were directors of the Borrower (together with any replacement or
additional directors nominated or appointed by the majority of
directors then in office) cease to constitute a majority of the
Board of Directors of the Borrower.

          "Change in Control Date" shall mean the date on which
the Required Lenders shall have requested the termination of the
Commitments following the earlier of (x) the filing with the
Securities and Exchange Commission of a Schedule 13D (or any
similar or successor report or schedule) or any amendment thereto
pursuant to Regulation 13D or any similar or successor regulation
promulgated under the Exchange Act with respect to the Borrower
or any Person directly or indirectly Controlling the Borrower
indicating that an event which constitutes a Change in Control
has occurred, or (y) the date that the Borrower becomes aware
that an event which constitutes a Change in Control has occurred.

          "Code" shall mean the Internal Revenue Code of 1986, as
the same may be amended from time to time.

          "Commitment" shall mean, with respect to each Lender,
the Commitment of such Lender to make Loans hereunder in an
amount not in excess of the amount set forth opposite such
Lender's name in Schedule 2.01 hereto as such Lender's Commitment
may be permanently terminated or reduced from time to time
pursuant to Section 2.11 or adjusted from time to time pursuant
to Section 10.04.

          "Commitment Percentage" shall mean, as to any Lender at
any time, the percentage which such Lender's Commitment then
constitutes of the aggregate Commitments.

          "Competitive Bid" shall mean an offer by a Lender to
make a Competitive Loan pursuant to Section 2.03.

          "Competitive Bid Accept/ Reject Letter" shall mean a
notification made by the Borrower pursuant to Section 2.03(d) in
the form of Exhibit A-4 hereto.

          "Competitive Bid Rate" shall mean, as to any
Competitive Bid made by a Lender pursuant to Section 2.03(b),
(i) in the case of a Eurodollar Competitive Loan, the Margin, and
(ii) in the case of a Fixed Rate Loan, the fixed rate of interest
offered by the Lender making such Competitive Bid.

          "Competitive Bid Request" shall mean a request made
pursuant to Section 2.03 in the form of Exhibit A-1 hereto.

          "Competitive Borrowing" shall mean a borrowing
consisting of a Competitive Loan or concurrent Competitive Loans
from the Lender or Lenders whose Competitive Bids for such
Borrowing have been accepted by the Borrower under the bidding
procedure described in Section 2.03.

          "Competitive Loan" shall mean a Loan pursuant to the
bidding procedure described in Section 2.03.  Each Competitive
Loan shall be a Eurodollar Competitive Loan or a Fixed Rate Loan.

          "Consolidated Interest Expense" shall mean, for any
period, gross total expenses of the Borrower and its consolidated
Subsidiaries accounted for as interest expense for such period,
including the portion of rental payments under Capital Lease
Obligations deemed to represent interest in accordance with GAAP
consistently applied and all fees owed with respect to letters of
credit (exclusive of commissions, discounts and other amounts
payable solely at the time of issuance or amendment of letters of
credit) and excluding discounts at which Accounts are sold under
the Receivables Transfer Program, all as determined on a
consolidated basis in conformity with GAAP consistently applied
and adjusted to avoid the double counting of any items.

          "Consolidated Net Income" shall mean, for any period,
the net income (or loss), before consideration of any gains or
charges resulting from extraordinary items, of the Borrower and
its consolidated Subsidiaries for such period, as determined on a
consolidated basis in conformity with GAAP consistently applied.

          "Consolidated Net Worth" shall mean, as at any date of
determination, the consolidated stockholders' equity of the
Borrower and its consolidated Subsidiaries, as determined on a
consolidated basis in conformity with GAAP consistently applied.

          "Control" shall have the meaning given such term in
Rule 12b-2 under the Exchange Act and "Controlling" and
"Controlled" shall have meanings correlative thereto.

          "Credit Card Bank" shall mean Direct Merchants Credit
Card Bank, National Association, Fingerhut National Bank, and any
other Person that issues credit cards to be formed or acquired by
the Borrower or one of the Subsidiaries.

          "Credit Event" shall mean each Borrowing, each issuance
of a Letter of Credit and each amendment of a Letter of Credit
that increases the principal amount thereof.

          "Default" shall mean any event or condition which upon
notice, lapse of time or both would constitute an Event of
Default.

          "Designated Debt" shall mean, as at any date, all
obligations of the Borrower and its consolidated Subsidiaries
which are (or, as of such date, should be) accounted for as
indebtedness on a consolidated balance sheet of the Borrower in
conformity with GAAP consistently applied whether such
obligations are classified as long-term or short-term under GAAP
consistently applied.

          "dollars" or "$" shall mean lawful money of the United
States of America.

          "Earnings Before Interest and Taxes" shall mean, with
respect to the Borrower and its Subsidiaries for any period, the
sum for such period of (i) Consolidated Net Income,
(ii) Consolidated Interest Expense and (iii) the provision for
income taxes on a consolidated basis, in each case for such
period, computed and calculated in accordance with GAAP
consistently applied.

          "ERISA" shall mean the Employee Retirement Income
Security Act of 1974, as the same may be amended from time to
time.

          "ERISA Affiliate" shall mean any trade or business
(whether or not incorporated) that is a member of a group of
which the Borrower is a member and that is treated as a single
employer under Section 414(b) or (c) of the Code or, solely for
purposes of Section 412 of the Code, that is treated as a single
employer under Section 414 of the Code.

          "Eurodollar Borrowing" shall mean a Borrowing comprised
of Eurodollar Loans.

          "Eurodollar Competitive Borrowing" shall mean a
Borrowing comprised of Eurodollar Competitive Loans.

          "Eurodollar Competitive Loan" shall mean any
Competitive Loan bearing interest at a rate determined by
reference to the LIBO Rate in accordance with the provisions of
Article II.

          "Eurodollar Loan" shall mean any Eurodollar Competitive
Loan or Eurodollar Standby Loan.

          "Eurodollar Standby Borrowing" shall mean a Borrowing
composed of Eurodollar Standby Loans.

          "Eurodollar Standby Loan" shall mean any Standby Loan
bearing interest at a rate determined by reference to the LIBO
Rate in accordance with the provisions of Article II.

          "Event of Default" shall have the meaning assigned to
such term in Article VII.

          "Exchange Act" shall mean the Securities Exchange Act
of 1934.

          "Facility Fee" shall have the meaning assigned to such
term in Section 2.06(a).

          "Facility Fee Percentage" shall mean the applicable
percentage per annum set forth below based upon the ratings by
S&P and Moody's, respectively, applicable on such date to the
Index Debt:

          Rating                                  Percentage

                              Category 1

            A+/A1                                     .0800%
          or above
                              Category 2

          A, A-/A2, A3
 .1000%

                              Category 3

          BBB+/Baa1                                   .1250%

                              Category 4

          BBB/Baa2                                    .1500%

                              Category 5

          BBB-/Baa3                                   .1750%

                              Category 6

          below BBB-/
          below Baa3
 .2500%

          For purposes of the foregoing, (i) if at any time
either S&P or Moody's shall not have in effect a rating for Index
Debt (other than by reason of the circumstances referred to in
the last sentence of this definition), then the Facility Fee
Percentage shall be deemed to be .2500% per annum; (ii) if the
ratings established or deemed to have been established by S&P or
Moody's for the Index Debt shall fall within different
Categories, the Facility Fee Percentage shall be based on the
numerically higher Category (with Category 6 being the
numerically highest Category); and (iii) if any rating
established or deemed to have been established by S&P or Moody's
shall be changed (other than as a result of a change in the
rating system of S&P or Moody's), such change shall be effective
as of the date on which such change is first announced by the
applicable rating agency.  Each change in the Facility Fee
Percentage shall apply during the period commencing on the
effective date of such change and ending on the date immediately
preceding the effective date of the next such change.  If the
rating system of S&P or Moody's shall change, or if any such
rating agency shall cease to be in the business of rating
corporate debt obligations, the Borrower and the Lenders shall
negotiate in good faith to amend this definition to reflect such
changed rating system or the nonavailability of ratings from such
rating agency (and pending the effectiveness of such amendment,
the Facility Fee Percentage will be determined by reference to
the rating most recently in effect from such rating agency).

          "Fees" shall mean the Facility Fee, the LC Fee, the
Issuance and Amendment Fees, and other fees referred to in
paragraph (d) of Section 2.06 and the Administrative Agent Fees.

          "Financial Officer" of any corporation shall mean the
chief financial officer, principal accounting officer, treasurer,
assistant treasurer or controller of such corporation.

          "Fingerhut Liquidity Agreement" shall mean the Amended
and Restated Liquidity Agreement, dated as of May 26, 1995, among
Fingerhut Owner Trust, the lenders parties thereto and The Chase
Manhattan Bank, as Administrative Agent, as amended from time to
time.

          "Fingerhut Master Trust" shall mean (i) the Fingerhut
Master Trust formed pursuant to that certain Pooling and
Servicing Agreement dated as of June 29, 1994, among Fingerhut
Corporation, as servicer, FRI as transferor, and Bank of New York
(Delaware), as trustee, as amended or supplemented from time to
time, (ii) the Fingerhut Owner Trust formed pursuant to that
certain Owner Trust Agreement between FRI, as depositor, and
Wilmington Trust Company, as owner trustee (the "Fingerhut Owner
Trust") and (iii) any other independent trust formed for the
purpose of acquiring interests in the accounts receivable of the
Borrower or any of its Subsidiaries and issuing certificates of
beneficial interest in such receivables or commercial paper
pursuant to a Receivables Transfer Program.

          "Fingerhut Owner Trust" shall have the meaning given
such term in the definition of "Fingerhut Master Trust".

          "Fixed Rate Borrowing" shall mean a Borrowing comprised
of Fixed Rate Loans.

          "Fixed Rate Loan" shall mean any Competitive Loan
bearing interest at a fixed percentage rate per annum (expressed
in the form of a decimal to no more than four decimal places)
specified by the Lender making such Loan in its related
Competitive Bid.

          "FRI" shall mean (i) Fingerhut Receivables, Inc., a
Subsidiary which is a Delaware special purpose corporation formed
for the purpose of purchasing customer accounts receivable from
Fingerhut Corporation or other Subsidiaries and transferring such
receivables to an independent trust pursuant to a Receivables
Transfer Program and (ii) any other special purpose Subsidiary
formed pursuant to a Receivables Transfer Program.

          "GAAP" shall mean generally accepted accounting
principles in the United States.

          "Governmental Authority" shall mean any Federal, state,
local or foreign court or governmental agency, authority,
instrumentality or regulatory body with jurisdiction over the
Borrower, any Subsidiary or any Lender, as the case may be.

          "Guarantee" of or by any Person shall mean, without
duplication, any obligation, contingent or otherwise, of such
Person guaranteeing or having the economic effect of guaranteeing
any Indebtedness of any other Person (the "primary obligor") (or
any other obligation of a primary obligor if the anticipated
liability of such guarantor shall have been reserved against in
the financial statements of such guarantor or quantified in the
notes thereto), including third party mortgages or third party
security interests, in any manner, whether directly or
indirectly, and including any obligation of such Person, direct
or indirect, (a) to purchase or pay (or advance or supply funds
for the purchase or payment of) such Indebtedness or other
obligation or to purchase (or to advance or supply funds for the
purchase of) any security for the payment of such Indebtedness or
other obligation, (b) to purchase property, securities or
services for the purpose of assuring the owner of such
Indebtedness or other obligation of the payment of such
Indebtedness or other obligation or (c) to maintain working
capital, equity capital or other financial statement condition or
liquidity of the primary obligor for purposes of enabling the
primary obligor to pay such Indebtedness or other obligation;
provided, however, that the term Guarantee shall not include
endorsements for collection or deposit, in either case, in the
ordinary course of business.  For purposes of determining
compliance with any covenant contained herein, the "amount" of
any Guarantee shall be deemed to equal (i) the lesser of the
amount of the Indebtedness guaranteed or otherwise benefited by
such Guarantee or the maximum amount of the Borrower's or the
applicable Subsidiary's liability with respect to such Guarantee
or (ii) if such Guarantee shall not be a guarantee of
Indebtedness, the amount of the anticipated liability reserved
against in connection with such Guarantee in the most recent
balance sheet of the guarantor or any anticipated liability of
the guarantor thereunder quantified in the notes accompanying
such balance sheet.

          "Indebtedness" of any Person shall mean, without
duplication, (a) all obligations of such Person for borrowed
money or with respect to deposits or advances of any kind,
(b) all obligations of such Person evidenced by bonds, deben
tures, notes or similar instruments, (c) all obligations of such
Person upon which interest charges are customarily paid, (d) all
obligations of such Person under conditional sale or other title
retention agreements relating to property or assets purchased by
such Person, (e) all obligations of such Person issued or assumed
as the deferred purchase price of property or services (other
than trade payables and payroll expenses, so long as such trade
payables and payroll expenses are incurred in the ordinary course
of business), (f) Indebtedness of others secured by (or for which
the holder of such Indebtedness has an existing right, contingent
or otherwise, to be secured by) any Lien on property owned or
acquired by such Person, whether or not the obligations secured
thereby have been assumed to the extent of the amount of such
Indebtedness or, if such Indebtedness is nonrecourse, to the
extent of the lesser of the amount of such Indebtedness and the
value of the property securing such Indebtedness, (g) all
Guarantees by such Person of Indebtedness of others, (h) all
Capital Lease Obligations of such Person, and (i) all obligations
of such Person, actual or contingent, as an account party in
respect of letters of credit other than trade letters of credit
and bankers' acceptances.  Notwithstanding the foregoing,
Indebtedness shall exclude sales of Accounts accounted for as
sales under GAAP and obligations in respect of Rate Protection
Agreements.  The Indebtedness of any Person shall include the
Indebtedness of any partnership (other than the Fingerhut Master
Trust) in which such Person is a general partner.

          "Index Debt" shall mean the senior unsecured, non-
credit enhanced long-term debt of the Borrower.

          "Interest Payment Date" shall mean, with respect to any
Loan, the last day of the Interest Period applicable thereto and,
in the case of a Eurodollar Loan with an Interest Period of more
than three months' duration or a Fixed Rate Loan with an Interest
Period of more than 90 days' duration, each day that would have
been an Interest Payment Date for such Loan had successive
Interest Periods of three months' duration or 90 days' duration,
as the case may be, been applicable to such Loan and, in
addition, the date of any refinancing or conversion of such Loan
with or to a Loan of a different Type.

          "Interest Period" shall mean (a) as to any Eurodollar
Borrowing, the period commencing on the date of such Borrowing or
on the last day of the immediately preceding Interest Period
applicable to such Borrowing, as the case may be, and ending on
the numerically corresponding day (or, if there is no numerically
corresponding day, on the last day) in the calendar month that is
1, 2, 3 or 6 months thereafter, as the Borrower may elect, (b) as
to any ABR Borrowing, the period commencing on the date of such
Borrowing and ending on the earliest of (i) the next succeeding
March 31, June 30, September 30 and December 31, (ii) the
Maturity Date and (iii) the date of prepayment of such Borrowing
and (c) as to any Fixed Rate Borrowing, the period commencing on
the date of such Borrowing and ending on the date specified in
the Competitive Bids in which the offer to make the Fixed Rate
Loans comprising such Borrowing was extended, which shall not be
earlier than seven days after the date of such Borrowing or later
than 360 days after the date of such Borrowing; provided,
however, that, if any Interest Period would end on a day other
than a Business Day, such Interest Period shall be extended to
the next succeeding Business Day unless, in the case of Euro
dollar Loans only, such next succeeding Business Day would fall
in the next calendar month, in which case such Interest Period
shall end on the next preceding Business Day.  Interest shall
accrue from and including the first day of an Interest Period to
but excluding the last day of such Interest Period.

          "Issuing Banks" shall mean The Chase Manhattan Bank,
Bank of America Illinois, Norwest Bank Minnesota, N.A., First
Bank National Association and one or more other Lenders which
shall be designated in writing from time to time by the Borrower
with the consent of such Lender and the Administrative Agent,
which consent, in the case of the Administrative Agent, shall not
be unreasonably withheld.

          "LC Commitment" shall mean, with respect to each
Lender, the commitment of such Lender to acquire participations
in Letters of Credit hereunder as set forth in Section 2.15, in
an amount not in excess of the amount set forth opposite such
Lender's name as its LC Commitment in Schedule 2.01, as the same
may be permanently reduced from time to time pursuant to
Section 2.11.

          "LC Disbursement" shall mean any payment or dis
bursement made by the Issuing Bank under or pursuant to a Letter
of Credit.

          "LC Exposure" shall mean, at any time, the sum of
(a) the aggregate undrawn amount of all Letters of Credit out
standing at such time and (b) the aggregate amount of all
LC Disbursements for which the Lenders have not been reimbursed
pursuant to Section 2.15 (and, when used with respect to a
particular Lender, shall mean such Lender's pro rata share, based
upon its LC Commitment, of such aggregate LC Exposure).

          "LC Fee" shall have the meaning set forth in
Section 2.06(c).

          "Letter of Credit" shall mean any letter of credit
issued pursuant to the terms of Section 2.15(a).

          "Leverage Ratio" shall mean, at any time, the ratio of
(a) Designated Debt of the Borrower at such time to (b) the sum
of Consolidated Net Worth at such time and Designated Debt of the
Borrower at such time.

          "LIBO Rate" shall mean, with respect to any Eurodollar
Borrowing for any Interest Period, an interest rate per annum
(rounded upwards, if necessary, to the next 1/16 of 1%) equal to
the rate at which dollar deposits approximately equal in
principal amount to (i) in the case of a Standby Borrowing, the
Administrative Agent's portion of such Eurodollar Borrowing and
(ii) in the case of a Competitive Borrowing, a principal amount
that would have been the Administrative Agent's portion of such
Competitive Borrowing had such Competitive Borrowing been a
Standby Borrowing, and for a maturity comparable to such Interest
Period are offered to the principal London office of the
Administrative Agent in immediately available funds in the London
interbank market at approximately 11:00 a.m., London time, two
Business Days prior to the commencement of such Interest Period.

          "LIBOR Spread" shall mean, with respect to the LC Fee
or the Loans comprising any Eurodollar Standby Borrowing, the
applicable percentage per annum set forth below based upon the
ratings by S&P and Moody's, respectively, applicable on such date
to the Index Debt:

          Rating                                  Percentage

                              Category 1

         A+/A1 or above                               .1700%

                              Category 2

         A, A-/A2, A3                                 .2000%

                              Category 3

         BBB+/Baa1                                    .2250%

                              Category 4

         BBB/Baa2                                     .2500%

                              Category 5

         BBB-/Baa3                                    .3250%

                              Category 6

         below BBB-/
         below Baa3                                   .5000%

          For purposes of the foregoing, (i) if at any time
either S&P or Moody's shall not have in effect a rating for the
Index Debt (other than by reason of the circumstances referred to
in the last sentence of this definition), then the LIBOR Spread
shall be deemed to be .5000%; (ii) if the ratings established or
deemed to have been established by S&P or Moody's for the Index
Debt shall fall within different Categories, the LIBOR Spread
shall be based on the numerically higher Category (with Category
6 being the numerically highest Category); and (iii) if any
rating established or deemed to have been established by S&P or
Moody's shall be changed (other than as a result of a change in
the rating system of S&P or Moody's), such change shall be
effective as of the date on which such change is first announced
by the applicable rating agency.  Each change in the LIBOR Spread
shall apply during the period commencing on the effective date of
such change and ending on the date immediately preceding the
effective date of the next such change.  If the rating system of
S&P or Moody's shall change, or if any such rating agency shall
cease to be in the business of rating corporate debt obligations,
the Borrower and the Lenders shall negotiate in good faith to
amend this definition to reflect such changed rating system or
the nonavailability of ratings from such rating agency (and
pending the effectiveness of such amendment, the LIBOR Spread
will be determined by reference to the rating most recently in
effect from such rating agency).

          "Lien" shall mean, with respect to any asset, (a) any
mortgage, deed of trust, lien, pledge, encumbrance, charge or
security interest in or on such asset, (b) the interest of a
vendor or a lessor under any conditional sale agreement, capital
lease or title retention agreement relating to such asset and
(c) in the case of securities, any purchase option, call or
similar right of a third party with respect to such securities.

          "Loan" shall mean a Competitive Loan or a Standby Loan,
whether made as a Eurodollar Loan, an ABR Standby Loan or a Fixed
Rate Loan, as permitted hereby.

          "Margin" shall mean, as to any Eurodollar Competitive
Loan, the margin (expressed as a percentage rate per annum in the
form of a decimal to no more than four decimal places) to be
added to or subtracted from the LIBO Rate in order to determine
the interest rate applicable to such Loan, as specified in the
Competitive Bid relating to such Loan.

          "Margin Stock" shall have the meaning given such term
under Regulation U.

          "Material Adverse Effect" shall mean (a) a materially
adverse effect on the business, assets, operations or financial
condition of the Borrower and the Subsidiaries taken as a whole,
(b) material impairment of the ability of the Borrower or any
Significant Subsidiary to perform any material obligation under
this Agreement or (c) material impairment of any of the material
rights of or benefits available to the Lenders under this
Agreement.

          "Maturity Date" shall mean September 16, 2001.

          "Metris" shall mean Metris Companies Inc., an indirect
Subsidiary of the Borrower.

          "Metris Facility" shall have the meaning given such
term in Section 10.03.

          "Moody's" shall mean Moody's Investors Service, Inc.,
and its successors.

          "Multiemployer Plan" shall mean a multiemployer plan as
defined in Section 4001(a)(3) of ERISA to which the Borrower or
any ERISA Affiliate (other than one considered an ERISA Affiliate
only pursuant to subsection (m) or (o) of Section 414 of the
Code) is making or accruing an obligation to make contributions,
or has within any of the preceding five plan years made or
accrued an obligation to make contributions.

          "Note Purchase Agreement" shall mean, collectively,
(a) the Purchase Agreement dated January 14, 1991, between the
Borrower and each of the purchasers listed in Schedule 1 thereto,
with respect to the Borrower's 10.12% Senior Notes, Series B, and
(b) the Purchase Agreement dated as of June 15, 1992, between the
Borrower and each of the purchasers listed in Schedule 1 thereto,
in each case, as the same may be amended, supplemented,  modified
or restated from time to time as permitted thereby.

          "Obligations" shall mean (a) the Borrower's obligations
in respect of the due and punctual payment of principal of and
interest on the Loans when and as due, whether at maturity or
upon any Interest Payment Date, by acceleration, upon one or more
dates set for prepayment or otherwise, (b) all amounts required
to be paid by the Borrower under Section 2.15 or otherwise in
respect of any LC Disbursement, (c) all Fees, expenses,
indemnities, reimbursements and other obligations, monetary or
otherwise, of the Borrower under this Agreement and (d) all
obligations, monetary or otherwise, of each Subsidiary under this
Agreement.

          "PBGC" shall mean the Pension Benefit Guaranty
Corporation referred to and defined in ERISA.

          "Person" shall mean any natural person, corporation,
limited liability company, business trust, joint venture,
association, company, partnership or government, or any agency or
political subdivision thereof.

          "Plan" shall mean any pension plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of
ERISA or Section 412 of the Code which is maintained for
employees of the Borrower or any ERISA Affiliate.

          "Private Placement Indebtedness" shall mean the
indebtedness of the Borrower issued pursuant to the Note Purchase
Agreement.

          "Purchasers" shall mean each of the purchasers of notes
issued pursuant to the Note Purchase Agreement.

          "Rate Protection Agreements" shall mean interest rate
protection or exchange rate hedging agreements, foreign currency
exchange agreements or other interest or exchange rate hedging,
cap or collar arrangements.

          "Receivables Financing Amount" shall mean, at any time,
the sum of (i) the aggregate original amount paid to the Borrower
and/or its Subsidiaries with respect to the purchase of interests
in Accounts sold under a Receivables Transfer Program (other than
that conducted through the Fingerhut Master Trust), as reduced
from time to time by the aggregate amount of collections of cash
or negotiable instruments and other proceeds of the sold Accounts
that have been distributed to the purchasers of such interests in
the Accounts and (ii) in the case of the Receivables Transfer
Program conducted through the Fingerhut Master Trust, the
outstanding amount, without duplication, of investor certificates
issued by the Fingerhut Master Trust at any given time, but not
including any investor certificates owned by FRI or the
exchangeable transferor certificate representing the retained
interest in Fingerhut Master Trust not represented by any other
investor certificates.

          "Receivables Transfer Program" shall mean (i) the
structured receivables program conducted pursuant to that certain
Purchase Agreement dated as of June 29, 1994, between Fingerhut
Corporation and FRI and that certain Pooling and Servicing
Agreement dated as of June 29, 1994, among FRI, Fingerhut
Corporation and Bank of New York (Delaware), each as amended and
supplemented from time to time or replaced by a similar agreement
and related agreements; (ii) the owner trust commercial paper
program conducted pursuant to an owner trust agreement between
FRI, as depositor, and Wilmington Trust Company, as owner
trustee, a liquidity agreement among the Fingerhut Owner Trust,
The Chase Manhattan Bank, as agent, and the lenders party
thereto, and related agreements under which the Owner Trust would
issue commercial paper and (iii) any other program under which
the Borrower and/or any of its Subsidiaries sell interests in its
Accounts to one or more purchasers on a limited recourse basis as
determined in accordance with GAAP, but excluding any sales of
Accounts made in conjunction with any sale of other assets of the
Borrower or any of the Subsidiaries.  Interests in Accounts sold
by the Borrower and/or any of its Subsidiaries under clause (i)
above will for all purposes be deemed sold pursuant to a
Receivables Transfer Program as of the date the Accounts are
initially transferred to FRI.

          "Register" shall have the meaning given such term in
Section 10.04(d).

          "Regulation D" shall mean Regulation D of the Board as
from time to time in effect and all official rulings and
interpretations thereunder or thereof.

          "Regulation G" shall mean Regulation G of the Board as
from time to time in effect and all official rulings and
interpretations thereunder or thereof.

          "Regulation U" shall mean Regulation U of the Board as
from time to time in effect and all official rulings and
interpretations thereunder or thereof.

          "Regulation X" shall mean Regulation X of the Board as
from time to time in effect and all official rulings and
interpretations thereunder or thereof.

          "Replacement Letter of Credit" shall mean a letter of
credit issued by a bank with a rating of at least A by both
Moody's and S&P, for the benefit of the Administrative Agent to
secure the repayment of any future drawings under any outstanding
Letters of Credit issued hereunder.

          "Reportable Event" shall mean any reportable event as
defined in Section 4043(b) of ERISA or the regulations issued
thereunder with respect to a Plan (other than a Plan maintained
by an ERISA Affiliate that is considered an ERISA Affiliate only
pursuant to subsection (m) or (o) of Section 414 of the Code).

          "Required Lenders" shall mean, (i) at any time, Lenders
having Commitments representing at least a majority of the Total
Commitment or (ii) for purposes of acceleration of the Loans
pursuant to clause (ii) of the last paragraph of Article VII and
for purposes of any demands in respect of the guarantee contained
in Article IX, Lenders holding Loans and having LC Exposures
representing a majority of the aggregate principal amount of the
Loans and the aggregate LC Exposure then outstanding.

          "Responsible Officer" of any corporation shall mean any
executive officer or Financial Officer of such corporation and
any other officer or similar official thereof responsible for the
administration of the obligations of such corporation in respect
of this Agreement.

          "Restatement Closing Date" shall mean September 16,
1996.

          "Sale-Leaseback Transaction" shall have the meaning
given such term in Section 6.02.

          "S&P" shall mean Standard & Poor's Ratings Services and
its successors.

          "Secured Parties" shall have the meaning given such
term in the Pledge Agreement.

          "Significant Subsidiary" shall mean at any time (a) for
purposes of Section 5.08, any guarantor of the Private Placement
Indebtedness and (b) for all other purposes, (i) Fingerhut
Corporation, (ii) any Subsidiary of the Borrower with revenues
during the fiscal year of the Borrower most recently ended
greater than or equal to 10% of the total revenues of the
Borrower and its Subsidiaries during such year, computed and
consolidated in accordance with GAAP consistently applied
("Consolidated Revenues"), (iii) any Subsidiary of the Borrower
with assets as of the last day of the Borrower's most recently
ended fiscal year greater than or equal to 10% of the total
assets of the Borrower and its Subsidiaries at such date,
computed in accordance with GAAP consistently applied
("Consolidated Assets"), (iv) any Subsidiary with stockholders'
equity as of the last day of the Borrower's most recently ended
fiscal year (limited, with respect to any Subsidiary that is not
wholly owned by the Borrower or any combination of one or more
wholly owned Subsidiaries, to the portion of stockholders' equity
attributable to the Borrower's or such Subsidiary's ownership
interest) greater than or equal to 10% of the stockholders'
equity of the Borrower and its Subsidiaries at such date,
computed and consolidated in accordance with GAAP consistently
applied ("Net Stockholders' Equity"), (v) any Subsidiary
designated in writing by the Borrower as a Significant
Subsidiary; (vi) any Subsidiary created or acquired by the
Borrower after the date hereof that falls within one of
clauses (i) through (v) or (vii) any Subsidiary in existence on
the date hereof which comes to meet one of (i) through (v) after
the date hereof; provided that if at any time (x) the aggregate
revenues of all Subsidiaries that are not Significant
Subsidiaries during any fiscal year of the Borrower shall exceed
25% of Consolidated Revenues for such fiscal year, (y) the aggre
gate assets of all Subsidiaries that are not Significant Subsidi
aries as of the last day of any fiscal year of the Borrower shall
exceed 25% of Consolidated Assets at such date or (z) the
aggregate stockholders' equity of all Subsidiaries that are not
Significant Subsidiaries as of the last day of any fiscal year of
the Borrower shall exceed 25% of Net Stockholders' Equity at such
date, then, in either case, the term Significant Subsidiary shall
be deemed to include such Subsidiaries (as determined pursuant to
the next following sentence) of the Borrower as may be required
so that none of clause (x), (y) or (z) above shall continue to be
true.  For purposes of the proviso to the next preceding
sentence, the Subsidiaries which shall be deemed to be
Significant Subsidiaries shall be determined based on the
percentage that the assets of each such Subsidiary are of
Consolidated Assets, with the Subsidiary with the highest such
percentage being selected first, and each other Subsidiary
required to satisfy the requirements set forth in such proviso
being selected in descending order of such percentage.

          "Standby Borrowing" shall mean a borrowing consisting
of simultaneous Standby Loans from each of the Lenders.

          "Standby Borrowing Request" shall mean a request made
pursuant to Section 2.04 in the form of Exhibit A-5 hereto.

          "Standby Commitment" shall mean, with respect to each
Lender, the commitment of such Lender to make Standby Loans
hereunder as set forth in Schedule 2.01, as such commitment may
be permanently terminated or reduced from time to time pursuant
to Section 2.11.

          "Standby Loans" shall mean the revolving loans made by
the Lenders to the Borrower pursuant to Section 2.01.  Each
Standby Loan shall be a Eurodollar Standby Loan or an ABR Standby
Loan.

          "Statutory Reserves" shall mean a fraction (expressed
as a decimal), the numerator of which is the number one and the
denominator of which is the number one minus the aggregate of the
maximum reserve percentages (including any marginal, special,
emergency or supplemental reserves) expressed as a decimal
established by the Board and any other banking authority to which
the Administrative Agent is subject for new negotiable
nonpersonal time deposits in dollars of over $100,000 with
maturities approximately equal to three months.  Statutory
Reserves shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage.

          "subsidiary" shall mean, with respect to any Person
(herein referred to as the "parent"), any corporation, limited
liability company, partnership, association or other business
entity of which securities or other ownership interests repre
senting more than 50% of the ordinary voting power or more than
50% of the general partnership or membership interests are, at
the time any determination is being made, owned, controlled or
held by the parent and/or one or more subsidiaries of the parent.

          "Subsidiary" shall mean any subsidiary of the Borrower
including any subsidiary of the Borrower created or acquired by
the Borrower after the date hereof other than Fingerhut Master
Trust.

          "Total Commitment" shall mean, at any time, the
aggregate amount of Commitments of all the Lenders, as in effect
at such time.

          "Total LC Commitment" shall mean, at any time, the
aggregate amount of the Lenders' LC Commitments, as in effect at
such time.

          "Total Liabilities" of the Borrower shall mean, without
duplication, all Indebtedness of the Borrower and obligations of
the Borrower and the consolidated Subsidiaries which are
accounted for as liabilities on a consolidated balance sheet of
the Borrower in conformity with GAAP as in effect on the
Restatement Closing Date.

          "Transactions" shall have the meaning assigned to such
term in Section 3.02.

          "TV Shopping Companies" shall mean Infochoice USA, Inc.
(formerly USA Direct Incorporated) and its Subsidiaries.

          "Type", when used in respect of any Loan or Borrowing,
shall refer to the Rate by reference to which interest on such
Loan or on the Loans comprising such Borrowing is determined.
For purposes hereof, "Rate" shall include the LIBO Rate, the
Alternate Base Rate and any Competitive Bid Rate.

          "Withdrawal Liability" shall mean liability to a Multi
employer Plan as a result of a complete or partial withdrawal
from such Multiemployer Plan, as such terms are defined in Part I
of Subtitle E of Title IV of ERISA.

          SECTION 1.02.  Terms Generally.  The definitions in
Section 1.01 shall apply equally to both the singular and plural
forms of the terms defined.  Whenever the context may require,
any pronoun shall include the corresponding masculine, feminine
and neuter forms.  The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without
limitation".  All references herein to Articles, Sections,
Exhibits and Schedules shall be deemed references to Articles and
Sections of, and Exhibits and Schedules to, this Agreement unless
the context shall otherwise require.  Except as otherwise
expressly provided herein, all terms of an accounting or
financial nature shall be construed in accordance with GAAP, as
in effect from time to time; provided, however, that, for
purposes of determining compliance with any covenant set forth in
Article VI, such terms shall be construed in accordance with GAAP
as in effect on the date of this Agreement applied on a basis
consistent with the application used in preparing the Borrower's
audited financial statements referred to in Section 3.05.


                         ARTICLE II

                        The Credits

          SECTION 2.01.  Commitments.  (a)  Subject to the terms
and conditions and relying upon the representations and
warranties herein set forth, each Lender agrees, severally and
not jointly, to make Standby Loans to the Borrower, at any time
and from time to time on and after the Restatement Closing Date
and until the earlier of the Maturity Date and the termination of
the Commitment of such Lender, in an aggregate principal amount
at any time outstanding not to exceed such Lender's Commitment
minus the amount by which the Competitive Loans outstanding at
such time and the LC Exposure at such time shall be deemed to
have used such Lender's Commitment pursuant to Section 2.17,
subject, however, to the condition that at all times the
outstanding aggregate principal amount of all Standby Loans made
by each Lender shall equal the product of (A) the percentage
which its Commitment represents of the Total Commitment times
(B) the outstanding aggregate principal amount of all Standby
Loans made pursuant to Section 2.04 (except as a result of a
default by any Lender in its obligation to make any Standby
Loan).  Each Lender agrees that as of the Restatement Closing
Date the respective Commitment of each Lender shall be as set
forth on Schedule 2.01.  Such Commitments may be terminated or
reduced from time to time pursuant to Section 2.11.

          (b)  Within the foregoing limits, the Borrower may
borrow, pay or prepay and reborrow hereunder, on and after the
Restatement Closing Date and prior to the Maturity Date, subject
to the terms, conditions and limitations set forth herein.

          SECTION 2.02.  Loans.  (a)  Each Standby Loan shall be
made as part of a Borrowing consisting of Loans made by the
Lenders ratably in accordance with their Commitments; provided,
however, that the failure of any Lender to make any Standby Loan
shall not in itself relieve any other Lender of its obligation to
lend hereunder (it being understood, however, that no Lender
shall be responsible for the failure of any other Lender to make
any Loan required to be made by such other Lender).  Each
Competitive Loan shall be made in accordance with the procedures
set forth in Section 2.03.  The Standby Loans or Competitive
Loans comprising any Borrowing shall be (i) in the case of
Competitive Loans, in an aggregate principal amount which is an
integral multiple of $1,000,000 and not less than $5,000,000 and
(ii) in the case of Standby Loans, in an aggregate principal
amount which is an integral multiple of $1,000,000 and not less
than $5,000,000 (or an aggregate principal amount equal to the
remaining balance of the available Commitments).  At no time
shall (A) the sum of (I) the outstanding aggregate principal
amount of all Standby Loans made by all Lenders, (II) the out
standing aggregate principal amount of all Competitive Loans made
by all Lenders and (III) the LC Exposure exceed (B) the Total
Commitment.

          (b)  Each Standby Borrowing shall be comprised entirely
of Eurodollar Standby Loans or ABR Standby Loans and each
Competitive Borrowing shall be comprised entirely of Eurodollar
Competitive Loans or Fixed Rate Loans as the Borrower may request
pursuant to Section 2.03 or 2.04, as applicable.  Each Lender may
at its option make any Eurodollar Loan by causing any domestic or
foreign branch or Affiliate of such Lender to make such Loan;
provided that any exercise of such option shall not affect the
obligation of the Borrower to repay such Loan in accordance with
the terms of this Agreement.  Borrowings of more than one Type
may be outstanding at the same time; provided, however, that the
Borrower shall not be entitled to request any Borrowing which, if
made, would result in an aggregate of more than ten separate
Standby Loans of any Lender being outstanding at any one time.
For purposes of the foregoing, Standby Loans having different
Interest Periods, regardless of whether they commence on the same
date, shall be considered separate Standby Loans.

          (c)  Each Lender shall make each Loan to be made by it
hereunder on the proposed date thereof by wire transfer of
immediately available funds to the Administrative Agent in New
York, New York, not later than 2:00 p.m., New York City time, and
the Administrative Agent shall by 3:00 p.m., New York City time,
credit the amounts so received to the general deposit account of
the Borrower with the Administrative Agent or, if a Borrowing
shall not occur on such date because any condition precedent
herein specified shall not have been met, return the amounts so
received to the respective Lenders.  Competitive Loans shall be
made by the Lender or Lenders whose Competitive Bids therefor are
accepted pursuant to Section 2.03 in the amounts so accepted and
Standby Loans shall be made by the Lenders pro rata in accordance
with their Commitments, subject to Section 2.17.  Unless the
Administrative Agent shall have received notice from a Lender
prior to the date of any Borrowing that such Lender will not make
available to the Administrative Agent such Lender's portion of
such Borrowing, the Administrative Agent may assume that such
Lender has made such portion available to the Administrative
Agent on the date of such Borrowing in accordance with this para
graph (c) and the Administrative Agent may, in reliance upon such
assumption, make available to the Borrower on such date a corre
sponding amount.  If and to the extent that such Lender shall not
have made such portion available to the Administrative Agent,
such Lender and the Borrower severally agree to repay to the
Administrative Agent forthwith on demand such corresponding
amount together with interest thereon, for each day from the date
such amount is made available to the Borrower until the date such
amount is repaid to the Administrative Agent at (i) in the case
of the Borrower, the interest rate applicable at the time to the
Loans comprising such Borrowing and (ii) in the case of such
Lender, the Federal Funds Effective Rate.  If such Lender shall
repay to the Administrative Agent such corresponding amount, such
amount shall constitute such Lender's Loan as part of such
Borrowing for purposes of this Agreement but without interest
being payable to such Lender prior to the date such amounts shall
have been repaid by it.

          (d)  Notwithstanding any other provision of this
Agreement, the Borrower shall not be entitled to request any
Borrowing if the Interest Period requested with respect thereto
would end after the Maturity Date.

          SECTION 2.03.  Competitive Bid Procedure.  (a)  In
order to request Competitive Bids, the Borrower shall hand-
deliver or telecopy to the Administrative Agent a duly completed
Competitive Bid Request in the form of Exhibit A-1 hereto, to be
received by the Administrative Agent (i) in the case of a Euro
dollar Competitive Borrowing, not later than 10:00 a.m., New York
City time, four Business Days before a proposed Competitive
Borrowing and (ii) in the case of a Fixed Rate Borrowing, not
later than 10:00 a.m., New York City time, one Business Day
before a proposed Competitive Borrowing.  No ABR Standby Loan
shall be requested in, or made pursuant to, a Competitive Bid
Request.  A Competitive Bid Request that does not conform
substantially to the format of Exhibit A-1 may be rejected in the
Administrative Agent's sole discretion, and the Administrative
Agent shall promptly notify the Borrower of such rejection by
telecopier.  Such request shall in each case refer to this
Agreement and specify (x) whether such Borrowing is to be a Euro
dollar Borrowing or a Fixed Rate Borrowing, (y) the date of such
Borrowing (which shall be a Business Day) and the aggregate
principal amount thereof which shall be in a minimum principal
amount of $5,000,000 and in an integral multiple of $1,000,000,
and (z) the Interest Period with respect thereto (which may not
end after the Maturity Date).  Promptly after its receipt of a
Competitive Bid Request that is not rejected as aforesaid, the
Administrative Agent shall invite by telecopier (in the form set
forth in Exhibit A-2) the Lenders to bid, on the terms and
conditions of this Agreement, to make Competitive Loans pursuant
to the Competitive Bid Request.

          (b)  Each Lender may, in its sole discretion, make one
or more Competitive Bids to the Borrower responsive to a
Competitive Bid Request.  Each Competitive Bid by a Lender must
be received by the Administrative Agent via telecopier, in the
form of Exhibit A-3, (i) in the case of a Eurodollar Competitive
Borrowing, not later than 10:00 a.m., New York City time, three
Business Days before a proposed Competitive Borrowing and (ii) in
the case of a Fixed Rate Borrowing, not later than 10:00 a.m.,
New York City time, on the day of a proposed Competitive Borrow
ing.  Multiple bids will be accepted by the Administrative Agent.
Competitive Bids that do not conform substantially to the format
of Exhibit A-3 may be rejected by the Administrative Agent after
conferring with, and upon the instruction of, the Borrower, and
the Administrative Agent shall notify the Lender making such
nonconforming bid of such rejection as soon as practicable.  Each
Competitive Bid shall refer to this Agreement and specify (x) the
principal amount (which shall be in a minimum principal amount of
$5,000,000 and in an integral multiple of $1,000,000 and which
may equal the entire principal amount of the Competitive Borrow
ing requested by the Borrower) of the Competitive Loan or Loans
that the Lender is willing to make to the Borrower, (y) the
Competitive Bid Rate or Rates at which the Lender is prepared to
make the Competitive Loan or Loans and (z) the Interest Period
(which shall be the Interest Period set forth in the applicable
Competitive Bid Request) and the last day thereof.  If any Lender
shall elect not to make a Competitive Bid, such Lender shall so
notify the Administrative Agent via telecopier (I) in the case of
Eurodollar Competitive Loans, not later than 10:00 a.m., New York
City time, three Business Days before a proposed Competitive
Borrowing, and (II) in the case of Fixed Rate Loans, not later
than 10:00 a.m., New York City time, on the day of a proposed
Competitive Borrowing; provided, however, that failure by any
Lender to give such notice shall not cause such Lender to be
obligated to make any Competitive Loan as part of such
Competitive Borrowing.  A Competitive Bid submitted by a Lender
pursuant to this paragraph (b) shall be irrevocable.

          (c)  The Administrative Agent shall promptly notify the
Borrower by telecopier of all the Competitive Bids made, the
Competitive Bid Rate and the principal amount of each Competitive
Loan in respect of which a Competitive Bid was made and the
identity of the Lender that made each bid.  The Administrative
Agent shall send a copy of all Competitive Bids to the Borrower
for its records as soon as practicable after completion of the
bidding process set forth in this Section 2.03.

          (d)  The Borrower may in its sole and absolute
discretion, subject only to the provisions of this paragraph (d),
accept or reject any Competitive Bid referred to in
paragraph (c) above.  The Borrower shall notify the
Administrative Agent by telephone, confirmed by telecopier in the
form of a Competitive Bid Accept/ Reject Letter in the form of
Exhibit A-4, whether and to what extent it has decided to accept
or reject any of or all the bids referred to in paragraph (c)
above, (x) in the case of a Eurodollar Competitive Borrowing, not
later than 11:00 a.m., New York City time, three Business Days
before a proposed Competitive Borrowing, and (y) in the case of a
Fixed Rate Borrowing, not later than 11:00 a.m., New York City
time, on the day of a proposed Competitive Borrowing;  provided,
however, that (i) the failure by the Borrower to give such notice
shall be deemed to be a rejection of all the bids referred to in
paragraph (c) above, (ii) the Borrower shall not accept a bid
made at a particular Competitive Bid Rate if the Borrower has
decided to reject a bid made at a lower Competitive Bid Rate,
(iii) the aggregate amount of the Competitive Bids accepted by
the Borrower shall not exceed the principal amount specified in
the Competitive Bid Request, (iv) if the Borrower shall accept a
bid or bids made at a particular Competitive Bid Rate but the
amount of such bid or bids shall cause the total amount of bids
to be accepted by the Borrower to exceed the amount specified in
the Competitive Bid Request, then the Borrower shall accept a
portion of such bid or bids in an amount equal to the amount
specified in the Competitive Bid Request less the amount of all
other Competitive Bids accepted with respect to such Competitive
Bid Request, which acceptance, in the case of multiple bids at
such Competitive Bid Rate, shall be made pro rata in accordance
with the amount of each such bid at such Competitive Bid Rate,
and (v) except pursuant to clause (iv) above, no bid shall be
accepted for a Competitive Loan unless such Competitive Loan is
in a minimum principal amount of $5,000,000 and an integral
multiple of $1,000,000; provided further, however, that if a
Competitive Loan must be in an amount less than $5,000,000
because of the provisions of clause (iv) above, such Competitive
Loan may be for a minimum of $1,000,000 or any integral multiple
thereof, and in calculating the pro rata allocation of
acceptances of portions of multiple bids at a particular
Competitive Bid Rate pursuant to clause (iv) the amounts shall be
rounded to integral multiples of $1,000,000 in a manner which
shall be in the discretion of the Borrower.  A notice given by
the Borrower pursuant to this paragraph (d) shall be irrevocable.

          (e)  The Administrative Agent shall promptly notify
each bidding Lender whether or not its Competitive Bid has been
accepted (and if so, in what amount and at what Competitive Bid
Rate) by telecopier sent by the Administrative Agent, and each
successful bidder will thereupon become bound, subject to the
other applicable conditions hereof, to make the Competitive Loan
in respect of which its bid has been accepted.

          (f)  A Competitive Bid Request shall not be made within
five Business Days after the date of any previous Competitive Bid
Request.

          (g)  If the Administrative Agent shall elect to submit
a Competitive Bid in its capacity as a Lender, it shall submit
such bid directly to the Borrower one quarter of an hour earlier
than the latest time at which the other Lenders are required to
submit their bids to the Administrative Agent pursuant to
paragraph (b) above.

          (h)  All Notices required by this Section 2.03 shall be
given in accordance with Section 10.01.

          SECTION 2.04.  Standby Borrowing Procedure.  In order
to request a Standby Borrowing, the Borrower shall hand deliver
or telecopy to the Administrative Agent a borrowing request in
the form of Exhibit A-5 hereto (a) in the case of a Eurodollar
Borrowing, not later than 12:00 noon, New York City time, three
Business Days before any such proposed Borrowing and (b) in the
case of an ABR Borrowing, not later than 12:00 noon, New York
City time (except that the Borrower shall use its best efforts to
make such request by 11:00 a.m., New York City time), on the day
of such proposed Standby Borrowing.  No Fixed Rate Loan shall be
requested or made pursuant to a Standby Borrowing Request.  Such
notice shall be irrevocable and shall in each case specify
(i) whether such Borrowing is to be a Eurodollar Borrowing or an
ABR Borrowing, (ii) the date of such Borrowing (which shall be a
Business Day) and the amount thereof and (iii) if such Borrowing
is to be a Eurodollar Borrowing, the Interest Period with respect
thereto.  If no election as to the Type of Borrowing is specified
in any such notice, then the requested Borrowing shall be an ABR
Borrowing.  If no Interest Period with respect to any Eurodollar
Borrowing is specified in any such notice, then the Borrower
shall be deemed to have selected an Interest Period of one
month's duration.  If the Borrower shall not have given notice in
accordance with this Section 2.04 of its election to refinance,
continue or convert a Standby Borrowing prior to the end of the
Interest Period in effect for such Borrowing, then the Borrower
shall (unless such Borrowing is repaid at the end of such
Interest Period) be deemed to have given notice of an election to
convert or continue such Borrowing with an ABR Borrowing.  The
Administrative Agent shall promptly advise the Lenders of any
notice given pursuant to this Section 2.04 and of each Lender's
portion of the requested Borrowing.

          SECTION 2.05.  Refinancings, Continuances and
Conversions of Loans.  (a) The Borrower may refinance all or any
part of any Competitive Borrowing at the end of the Interest
Period thereof with a Borrowing of the same or a different Type
made pursuant to Section 2.03 or Section 2.04, and the Borrower
may refinance all or any part of a Standby Borrowing with a
Competitive Borrowing of the same or a different Type made
pursuant to Section 2.04, in each case subject to the conditions
and limitations set forth herein and elsewhere in this Agreement.
Any Borrowing or part thereof so refinanced shall be deemed to be
repaid in accordance with Section 2.07 with the proceeds of a new
Borrowing hereunder and the proceeds of the new Borrowing, to the
extent they do not exceed the principal amount of the Borrowing
being refinanced, shall not be paid by the Lenders to the
Administrative Agent or by the Administrative Agent  to the
Borrower pursuant to Section 2.02(c); provided, however, that
(i) if the principal amount extended by a Lender in a refinancing
is greater than the principal amount extended by such Lender in
the Borrowing being refinanced, then such Lender shall pay such
difference to the Administrative Agent for distribution to the
Lenders described in (ii) below, (ii) if the principal amount
extended by a Lender in the Borrowing being refinanced is greater
than the principal amount being extended by such Lender in the
refinancing, the Administrative Agent shall return the difference
to such Lender out of amounts received pursuant to (i) above, and
(iii) to the extent any Lender fails to pay the Administrative
Agent amounts due from it pursuant to (i) above, any Loan or
portion thereof being refinanced shall not be deemed repaid in
accordance with Section 2.07 and shall be payable by the
Borrower.

          (b)  The Borrower shall have the right at any time upon
prior irrevocable notice to the Administrative Agent (i) not
later than 12:00 (noon), New York City time, one Business Day
prior to conversion, to convert any Eurodollar Standby Borrowing
into an ABR Borrowing, (ii) not later than 10:00 a.m., New York
City time, three Business Days prior to conversion or
continuation, to convert any ABR Borrowing into a Eurodollar
Standby Borrowing or to continue any Eurodollar Standby Borrowing
as a Eurodollar Standby Borrowing for an additional Interest
Period, (iii) not later than 10:00 a.m., New York City time,
three Business Days prior to conversion, to convert the Interest
Period with respect to any Eurodollar Standby Borrowing to
another permissible Interest Period and (iv) not later than 10:00
a.m. New York City time, on the date of such proposed Borrowing,
to continue any ABR Borrowing for an additional Interest Period,
subject in each case to the following:

          (i) each conversion or continuation shall be made pro
     rata among the Lenders in accordance with the respective
     principal amounts of the Loans comprising the converted or
     continued Standby Borrowing, as the case may be;

         (ii) if less than all the outstanding principal amount
     of any Standby Borrowing shall be converted or continued,
     the aggregate principal amount of such Standby Borrowing
     converted or continued shall be an integral multiple of
     $1,000,000 and not less than $5,000,000;

        (iii) if any Eurodollar Standby Borrowing is converted at
     a time other than the end of the Interest Period applicable
     thereto, the Borrower shall pay, upon demand, any amounts
     due to the Banks pursuant to Section 2.16;

         (iv) any portion of a Standby Borrowing maturing or
     required to be repaid in less than one month may not be
     converted into or continued as a Eurodollar Standby
     Borrowing;

          (v) any portion of a Eurodollar Standby Borrowing which
     cannot be converted into or continued as a Eurodollar
     Standby Borrowing by reason of clause (iv) above shall be
     automatically converted at the end of the Interest Period in
     effect for such Borrowing into an ABR Borrowing; and

         (vi) no Interest Period may be selected for any
     Eurodollar Standby Borrowing that would end later than the
     Maturity Date.

          Each notice pursuant to this Section 2.05(b) shall be
irrevocable and shall refer to this Agreement and specify (i) the
identity and amount of the Standby Borrowing that the Borrower
requests be converted or continued, (ii) whether such Standby
Borrowing is to be converted to or continued as a Eurodollar
Standby Borrowing or an ABR Borrowing, (iii) if such notice
requests a conversion, the date of such conversion (which shall
be a Business Day) and (iv) if such Standby Borrowing is to be
converted to or continued as a Eurodollar Standby Borrowing, the
Interest Period with respect thereto.  If no Interest Period is
specified in any such notice with respect to any conversion to or
continuation as a Eurodollar Standby Borrowing, the Borrower
shall be deemed to have selected an Interest Period of one
month's duration.  The Administrative Agent shall promptly advise
the other Lenders of any notice given pursuant to this
Section 2.05(b) and of each Lender's portion of any converted or
continued Standby Borrowing.  If the Borrower shall not have
given notice in accordance with this Section 2.05(b) to continue
any Standby Borrowing into a subsequent Interest Period (and
shall not otherwise have given notice in accordance with this
Section 2.05(b) to convert such Standby Borrowing), such Standby
Borrowing shall, at the end of the Interest Period applicable
thereto (unless repaid pursuant to the terms hereof),
automatically be continued into a new Interest Period as an ABR
Borrowing.

          SECTION 2.06.  Fees.  (a)  The Borrower agrees to pay
to each Lender, through the Administrative Agent, on each
March 31, June 30, September 30 and December 31, and on the date
on which the Commitment of such Lender shall be terminated as
provided herein, a facility fee (the "Facility Fee") equal to the
Facility Fee Percentage in effect from time to time on the amount
of the Commitment of such Lender, whether used or unused, during
the quarter then ended (or shorter period commencing with the
Restatement Closing Date or ending with the Maturity Date or any
date on which the Commitment of such Lender shall be terminated).
The Facility Fee shall be computed on the basis of the actual
number of days elapsed in a year of 365 or 366 days, as the case
may be.  The Facility Fee due to each Lender shall commence to
accrue on the Restatement Closing Date and shall cease to accrue
on the earlier of (I) the Maturity Date and (II) the termination
of the Commitment of such Lender as provided herein.

          (b)  The Borrower agrees to pay to the Administrative
Agent on the Restatement Closing Date, the fees (the
"Administrative Agent Fees") relating to this Agreement at the
times and in the amounts agreed upon in the letter agreement
dated July 1, 1996, between the Borrower and The Chase Manhattan
Bank.

          (c)  The Borrower agrees to pay each Lender, through
the Administrative Agent, on each March 31, June 30, September 30
and December 31, and on the date on which the Commitment of such
Lender shall be terminated as provided herein, a fee (the "LC
Fee") equal to a percentage per annum equal to the LIBOR Spread
in effect on such date on such Lender's pro rata share, based
upon its Commitment, of the average daily amount of all Letters
of Credit outstanding during the preceding quarter (or shorter
period commencing with the Restatement Closing Date or ending
with the earlier of the Maturity Date and any date on which the
Commitment of such Lender shall be terminated).  The LC Fee shall
be computed on the basis of the actual number of days elapsed in
a year of 365 or 366 days, as the case may be.  The LC Fee due to
each Lender shall commence to accrue on the Restatement Closing
Date and shall cease to accrue on the date on which the
Commitment of such Lender shall have terminated as provided
herein.

          (d)  The Borrower agrees to pay to each Issuing Bank
its issuance and amendment fees (the "Issuance and Amendment
Fees") as agreed upon from time to time in connection with the
issuance of and amendment of the Letters of Credit.  Each Issuing
Bank has furnished or will furnish to the Borrower a schedule of
the Issuance and Amendment Fees in effect on the Restatement
Closing Date.  The Borrower agrees to pay each Issuing Bank such
other fees as may be agreed upon by the Borrower and such Issuing
Bank.

          (e)  All Fees shall be paid on the dates due, in
immediately available funds, to the Administrative Agent for
distribution, if and as appropriate, among the Lenders.  Once
paid, none of the Fees shall be refundable under any
circumstances.

          SECTION 2.07.  Evidence of Debt; Repayment of Loans.
(a) Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing the indebtedness to
such Lender resulting from each Loan made by it from time to
time, including the amounts of principal and interest payable and
paid to such Lender from time to time under this Agreement.  The
Administrative Agent shall maintain accounts in which it will
record (i) the amount of each Loan made hereunder, the Type of
each Loan and each Interest Period applicable thereto, (ii) the
amount of any principal or interest due and payable or to become
due and payable from the Borrower to each Lender hereunder and
(iii) the amount of any sum received by the Administrative Agent
hereunder from the Borrower and each Lender's share thereof.  The
entries made in the accounts maintained pursuant to this
paragraph (a) shall, to the extent permitted by applicable law,
be prima facie evidence of the existence and amounts of the
obligations therein recorded; provided, however, that the failure
of any Lender or the Administrative Agent to maintain such
accounts or any error therein shall not in any manner affect the
obligations of the Borrower to repay the Loans in accordance with
their terms.

          (b)  The outstanding principal balance of each
Competitive Loan and Standby Loan shall be payable (i) in the
case of a Competitive Loan, on the earlier of the last day of the
Interest Period applicable to such Loan and on the Maturity Date
and (ii) in the case of a Standby Loan, on the Maturity Date.

          SECTION 2.08.  Interest on Loans.  (a)  Subject to the
provisions of Sections 2.09 and 2.10, the Loans comprising each
Eurodollar Borrowing shall bear interest (computed on the basis
of the actual number of days elapsed over a year of 360 days) at
a rate per annum equal to (i) in the case of each Eurodollar
Competitive Loan, the LIBO Rate for the Interest Period in effect
for such Borrowing plus the Margin offered by the Lender making
such Loan and accepted by the Borrower pursuant to Section 2.03
and (ii) in the case of each Eurodollar Standby Loan, the LIBO
Rate for the Interest Period in effect for such Borrowing plus
the LIBOR Spread.  Interest on each Eurodollar Borrowing shall be
payable on each applicable Interest Payment Date.  The LIBO Rate
for each Interest Period shall be determined by the
Administrative Agent, and such determination shall be conclusive
absent manifest error.  The Administrative Agent shall promptly
advise the Borrower and each Lender of such determination.

          (b)  Subject to the provisions of Section 2.09, the
Loans comprising each ABR Borrowing shall bear interest (computed
on the basis of the actual number of days elapsed over a year of
(i) 365 or 366 days, as the case may be, during any period in
which the Alternate Base Rate is based on the Prime Rate, and
(ii) 360 days, during any period in which the Alternate Base Rate
is based on the Base CD Rate or the Federal Funds Effective Rate)
at a rate per annum equal to the Alternate Base Rate.  Interest
on each ABR Borrowing shall be payable on each applicable
Interest Payment Date.  The Alternate Base Rate shall be
determined by the Administrative Agent, and such determination
shall be conclusive absent manifest error.  The Administrative
Agent shall promptly advise the Borrower and each Lender of such
determination.

          (c)  Subject to the provisions of Section 2.09, each
Fixed Rate Loan shall bear interest at a rate per annum (computed
on the basis of the actual number of days elapsed over a year of
360 days) equal to the fixed rate of interest offered by the
Lender making such Loan and accepted by the Borrower pursuant to
Section 2.03.  Interest on each Fixed Rate Loan shall be payable
on the Interest Payment Dates applicable to such Loan except as
otherwise provided in this Agreement.

          SECTION 2.09.  Default Interest.  If the Borrower shall
default in the payment of the principal of or interest on any
Loan, or any reimbursement obligation in respect of an
LC Disbursement, becoming due hereunder, whether by scheduled
maturity, notice of prepayment, acceleration or otherwise, the
Borrower shall on demand from time to time from the
Administrative Agent or the Required Lenders pay interest, to the
extent permitted by applicable law, on such defaulted amount up
to (but not including) the date of actual payment (after as well
as before judgment) at a rate per annum (computed on the basis of
the actual number of days elapsed over a year of 360 days) equal
to the Alternate Base Rate plus 2%.

          SECTION 2.10.  Alternate Rate of Interest.  In the
event, and on each occasion, that on the day two Business Days
prior to the commencement of any Interest Period for a Eurodollar
Borrowing the Administrative Agent shall have determined that
dollar deposits in the principal amounts of the Eurodollar Loans
comprising such Borrowing are not generally available in the
London interbank market, or that the rates at which such dollar
deposits are being offered will not adequately and fairly reflect
the cost to the Lenders of making or maintaining Eurodollar Loans
during such Interest Period, or that reasonable means do not
exist for ascertaining the LIBO Rate, the Administrative Agent
shall, as soon as practicable thereafter, give written notice of
such determination to the Borrower and the Lenders.  In the event
of any such determination, until the Administrative Agent shall
have advised the Borrower and the Lenders that the circumstances
giving rise to such notice no longer exist, (i) any request by
the Borrower for a Eurodollar Competitive Borrowing pursuant to
Section 2.03 shall be of no force and effect and shall be
rejected by the Administrative Agent and (ii) any request by the
Borrower for a Eurodollar Standby Borrowing pursuant to
Section 2.04 shall be deemed to be a request for an ABR Bor
rowing.  The Administrative Agent agrees to give written notice
to the Borrower promptly after it determines that the conditions
giving rise to any notice under the first sentence of this
paragraph shall no longer be in effect.  Each determination by
the Administrative Agent hereunder shall be presumed conclusive
absent manifest error but subject to rebuttal by the Borrower.

          SECTION 2.11.  Termination and Reduction of
Commitments.  (a)  The Commitments and the LC Commitments shall
be automatically terminated on the earlier of (i) the Maturity
Date and (ii) the Change in Control Date.

          (b)  Upon at least three Business Days' prior
irrevocable written notice to the Administrative Agent, the
Borrower may at any time in whole permanently terminate, or from
time to time in part permanently reduce, the Total Commitment or
the Total LC Commitment; provided, however, that (i) each partial
reduction of the Total Commitment or the Total LC Commitment, as
the case may be, shall be in an integral multiple of $1,000,000
and in a minimum principal amount of $5,000,000; (ii) no such
termination or reduction shall be made which would reduce the
Total Commitment to an amount less than the sum of the aggregate
outstanding principal amount of the Loans and the LC Exposure,
(iii) no such termination or reduction shall be made which would
reduce the Total Commitment below the Total LC Commitment and
(iv) no such termination or reduction shall be made which would
reduce the Total LC Commitment below the LC Exposure.

          (c)  Each reduction in the Total Commitment or the
Total LC Commitment hereunder shall be made ratably among the
Lenders in accordance with their respective Commitments or
LC Commitments, as applicable.  The Borrower shall pay to the
Administrative Agent for the account of the Lenders, on the date
of each termination or reduction hereunder, the Facility Fee on
the amount of the Commitments so terminated or reduced accrued
through the date of such termination or reduction.

          SECTION 2.12.  Prepayment.  (a)  The Borrower shall
have the right at any time and from time to time to prepay any
Standby Borrowing, in whole or in part, upon giving written
notice (or telephone notice promptly confirmed by written notice)
to the Administrative Agent:  (i) before 12:00 noon, New York
City time, three Business Days prior to prepayment, in the case
of Eurodollar Loans and before 12:00 noon, New York City time,
one Business Day prior to prepayment, in the case of ABR Standby
Loans; provided, however, that each partial prepayment shall be
in an amount which is an integral multiple of $1,000,000 and not
less than $5,000,000.  The Borrower shall not have the right to
prepay any Competitive Borrowing.

          (b)  On the date of any termination or reduction of the
Commitments pursuant to Section 2.11(a) or (b), (i) in the case
of Section 2.11(a), the Borrower shall pay or prepay the
principal of all Loans then outstanding, together with accrued
interest thereon and any unpaid accrued Fees and all other
liabilities of the Borrower accrued hereunder, and the Borrower
shall forthwith deposit cash with the Administrative Agent in an
amount equal to the aggregate LC Exposure or shall deliver to the
Administrative Agent a Replacement Letter of Credit drawable
without condition and in a face amount equal to the aggregate
LC Exposure and otherwise satisfactory in all respects to the
Administrative Agent, which Letter of Credit or cash deposit
shall serve as collateral security for the repayment of any
further drawings under the Letters of Credit, and (ii) in the
case of Section 2.11(b), the Borrower shall pay or prepay so much
of the Standby Borrowings as shall be necessary in order that the
sum of the aggregate principal amount of the Competitive Loans
and Standby Loans outstanding and the LC Exposure will not exceed
the Total Commitment, after giving effect to such termination or
reduction.

          (c)  Each notice of prepayment shall specify the
prepayment date and the principal amount of each Borrowing (or
portion thereof) to be prepaid, shall be irrevocable and shall
commit the Borrower to prepay such Borrowing (or portion thereof)
by the amount stated therein on the date stated therein.  All
prepayments under this Section 2.12 shall be subject to
Section 2.16 but otherwise without premium or penalty.  All
prepayments under this Section 2.12 shall be accompanied by
accrued interest on the principal amount being prepaid to the
date of payment.

          SECTION 2.13.  Reserve Requirements; Change in
Circumstances.  (a)  Notwithstanding any other provision herein,
if after the Restatement Closing Date, any change in applicable
law or regulation or in the interpretation or administration
thereof by any Governmental Authority charged with the inter
pretation or administration thereof (whether or not having the
force of law) shall change the basis of taxation of payments to
any Lender or such Issuing Bank of the principal of or interest
on any Eurodollar Loan or Fixed Rate Loan made by such Lender or
any Fees or other amounts payable hereunder, including reimburse
ment of drawings under the Letters of Credit (other than changes
in respect of taxes imposed on the overall net income of such
Lender by any Governmental Authority as a result of a present or
former connection between the jurisdiction of the Governmental
Authority imposing such tax on such Lender (except a connection
arising solely from such Lender having executed, delivered or
performed its obligations or received a payment under, or
enforced, this Agreement)), or shall impose, modify or deem
applicable any reserve, special deposit or similar requirement
against assets of, deposits with or for the account of or credit
extended by such Lender, or shall impose on such Lender or the
London interbank market any other condition affecting this Agree
ment or any Eurodollar Loan or Fixed Rate Loan made by such
Lender, and the result of any of the foregoing shall be to
increase the cost to such Lender of making or maintaining any
Eurodollar Loan or Fixed Rate Loan or to reduce the amount of any
sum received or receivable by such Lender hereunder (whether of
principal, interest or otherwise) in respect thereof by an amount
deemed by such Lender to be material, then the Borrower will pay
to such Lender upon demand such additional amount or amounts as
will compensate such Lender for such additional costs incurred or
reduction suffered.  Notwithstanding the foregoing, no Lender
shall be entitled to request compensation under this paragraph
with respect to any Competitive Loan if it shall have been aware
of the change giving rise to such request and of the impact of
such change on the cost of making such Competitive Loans at the
time of submission of the Competitive Bid pursuant to which such
Competitive Loan shall have been made.

          (b)  If any Lender shall have determined that the
adoption after the Restatement Closing Date of any other law,
rule, regulation or guideline regarding capital adequacy, or any
change in any of the foregoing or in the interpretation or
administration of any of the foregoing by any Governmental
Authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any
Lender (or any lending office of such Lender) or any Lender's
holding company with any request or directive regarding capital
adequacy (whether or not having the force of law) of any such
authority, central bank or comparable agency, has or would have
the effect of reducing the rate of return on such Lender's
capital or on the capital of such Lender's holding company, if
any, as a consequence of this Agreement or the Loans made by such
Lender pursuant hereto to a level below that which such Lender or
such Lender's holding company could have achieved but for such
adoption, change or compliance (taking into consideration such
Lender's policies and the policies of such Lender's holding
company with respect to capital adequacy) by an amount deemed by
such Lender to be material, then from time to time the Borrower
shall pay to such Lender such additional amount or amounts as
will compensate such Lender or such Lender's holding company for
any such reduction suffered after the date hereof.

          (c)  A certificate of a Lender setting forth such
amount or amounts, along with the Lender's method of computation
of such amounts, as shall be necessary to compensate such Lender
(or participating banks or other entities pursuant to
Section 10.04) as specified in paragraph (a) or (b) above, as the
case may be, shall be delivered to the Borrower and shall be
presumed conclusive absent manifest error but subject to rebuttal
by the Borrower.  The Borrower shall pay each Lender the amount
shown as due on any such certificate delivered by it within
10 days of its receipt of the same.  In the event any Lender
delivers such a certificate, the Borrower may, at its own
expense, require such Lender to transfer and assign in whole or
in part, without recourse (in accordance with Section 10.04) all
or part of its interests, rights and obligations under this
Agreement to an assignee which shall assume such assigned
obligations (which assignee may be another Lender, if a Lender
accepts such assignment); provided that (i) such assignment shall
not conflict with any law, rule or regulation or order of any
court or other Governmental Authority, (ii) the Borrower shall
have received a written consent of the Administrative Agent in
the case of an entity that is not a Lender, which consent shall
not unreasonably be withheld, and (iii) the Borrower or such
assignee shall have paid to the assigning Lender in immediately
available funds the principal of and interest accrued to the date
of such payment on the Loans made by it hereunder and all other
amounts owed to it hereunder as of such date.  Any Lender
claiming any additional amounts payable pursuant to this Section
2.13 shall use reasonable efforts (consistent with legal and
regulatory restrictions) to file any certificate or document
requested by the Borrower or to change the jurisdiction of its
applicable lending office if the making of such a filing or
change would avoid the need for or reduce the amount of any
additional amount which may thereafter accrue and would not, in
the sole determination of such Lender, be otherwise
disadvantageous to such Lender.

          (d)  Failure on the part of any Lender to demand
compensation for any increased costs or reduction in amounts
received or receivable or reduction in return on capital with
respect to any period shall not constitute a waiver of such
Lender's right to demand compensation with respect to such period
or any other period; provided, however, that no Lender shall be
entitled to compensation for any such increased costs or
reductions unless it shall have submitted a certificate under
paragraph (c) above with respect thereto not more than 90 days
after the date that such Lender knows that such increased costs
have been incurred or such reduction suffered.  Notwithstanding
any other provision of this Section 2.13, no Lender shall demand
compensation for any increased cost or reduction referred to
above if it shall not at the time be the general policy of such
Lender to demand such compensation in similar circumstances under
comparable provisions of other credit agreements, and each Lender
shall in good faith endeavor to allocate increased costs or
reductions fairly among all of its affected commitments and
credit extensions (whether or not it seeks compensation from all
affected borrowers).  The protection of this Section 2.13 shall
be available to each Lender regardless of any possible contention
of the invalidity or inapplicability of the law, rule,
regulation, guideline or other change or condition which shall
have occurred or been imposed.

          SECTION 2.14.  Change in Legality.  (a)  Notwith
standing any other provision herein contained, if any change in
any law or regulation or in the interpretation thereof by any
Governmental Authority charged with the administration or
interpretation thereof shall make it unlawful for any Lender to
make or maintain any Eurodollar Loan or to give effect to its
obligations as contemplated hereby with respect to any Eurodollar
Loan, then, by written notice to the Borrower and to the
Administrative Agent, such Lender may:

          (i) declare that Eurodollar Loans will not thereafter
     be made by such Lender hereunder, whereupon such Lender
     shall not submit a Competitive Bid in response to a request
     for Eurodollar Competitive Loans and any request by the
     Borrower for a Eurodollar Standby Borrowing shall, as to
     such Lender only, be deemed a request for an ABR Standby
     Loan unless such declaration shall be subsequently
     withdrawn; and

          (ii) require that all outstanding Eurodollar Loans made
     by it be converted to ABR Standby Loans, in which event all
     such Eurodollar Loans shall be automatically converted to
     ABR Standby Loans as of the effective date of such notice as
     provided in paragraph (b) below.

In the event any Lender shall exercise its rights under (i) or
(ii) above, all payments and prepayments of principal which would
otherwise have been applied to repay the Eurodollar Loans that
would have been made by such Lender or the converted Eurodollar
Loans of such Lender shall instead be applied to repay the
ABR Standby Loans made by such Lender in lieu of, or resulting
from the conversion of, such Eurodollar Loans.

          (b)  For purposes of this Section 2.14, a notice to the
Borrower by any Lender shall be effective as to each Eurodollar
Loan, if lawful, on the last day of the Interest Period currently
applicable to such Eurodollar Loan; in all other cases such
notice shall be effective on the date of receipt by the Borrower.
The Administrative Agent agrees to give written notice to the
Borrower promptly after it determines that the conditions giving
rise to any notice under paragraph (a) above shall no longer be
in effect.

          (c)  Each Lender agrees to use reasonable efforts
(consistent with legal and regulatory restrictions) to file any
certificate or document requested by the Borrower or to change
the jurisdiction of its applicable lending office if the making
of such filing or change would enable such Lender to legally make
or maintain any Eurodollar Loan referred to in paragraph (a) of
this Section 2.14; provided, however, that (i) such Lender shall
not be required to make such filing or change if, in the sole
determination of such Lender, such action would be otherwise
disadvantageous to such Lender and (ii) until such time as such
Lender shall have determined that it can make or maintain such
Eurodollar Loan, the Lender may take the actions referred to in
Section 2.14(a).

          SECTION 2.15.  Letters of Credit.  (a)  Subject to the
terms and conditions and relying upon the representations and
warranties herein set forth, each Issuing Bank shall issue and
deliver to the Borrower at any time and from time to time on or
after the Restatement Closing Date and prior to the fifth
Business Day before the Maturity Date, Letters of Credit for the
account of the Borrower or any Subsidiary; provided, however,
that such Issuing Bank shall not issue any Letter of Credit if,
immediately after giving effect to such issuance, the LC Exposure
at such time would exceed the Total LC Commitment or if the sum
of the LC Exposure and the aggregate principal amount of the
outstanding Loans would exceed the Total Commitment.  Each Letter
of Credit (x) shall be in form as shall have been agreed upon in
writing by the Borrower, the Administrative Agent and such
Issuing Bank, (y) shall be in a minimum principal amount of
$2,000 and (z) shall permit drawings upon the presentation of one
or more sight drafts and such other documents as shall be
specified by the Borrower in the applicable notice delivered
pursuant to paragraph (b) below and shall expire on a date not
later than the fifth Business Day prior to the Maturity Date,
except that Letters of Credit may expire on a date later than the
Maturity Date (but in any event no later than the first
anniversary of the Maturity Date), subject to the conditions set
forth in Section 2.15(g).

          (b)  The Borrower shall give such Issuing Bank written
or telecopy notice or notice via computer modem not later than
10:00 a.m., New York City time, one Business Day (or such shorter
period as shall be acceptable to such Issuing Bank and the
Administrative Agent) prior to any proposed issuance of a Letter
of Credit.  Each such notice shall refer to this Agreement and
shall specify (i) the date on which such Letter of Credit is to
be issued (which shall be a Business Day), the account party on
the Letter of Credit and the face amount thereof (which shall be
an amount in dollars), (ii) the name and address of the benefici
ary, (iii) whether such Letter of Credit shall permit a single
drawing or multiple drawings, (iv) the form of the sight draft
and any other documents required to be presented at the time of
any drawing (together with the exact wording of such documents or
copies thereof) and (v) the expiry date of such Letter of Credit.
Such Issuing Bank shall give the Administrative Agent, which
shall in turn give to each Lender, prompt written or telecopy
advice of any notice received from the Borrower pursuant to this
Section 2.15.

          (c)  By the issuance of a Letter of Credit and without
any further action on the part of such Issuing Bank or the
Lenders in respect thereof, such Issuing Bank hereby grants to
each Lender, and each Lender hereby acquires from such Issuing
Bank, a participation in such Letter of Credit equal to such
Lender's pro rata percentage, based upon its LC Commitment, of
the face amount of such Letter of Credit, effective upon the
issuance of such Letter of Credit;  provided, however, that no
Lender shall be required to acquire participations in Letters of
Credit that would result in its pro rata percentage, based upon
its LC Commitment, of the LC Exposure exceeding its LC Commit
ment, as the same may be reduced from time to time in accordance
with  Section 2.11.  In consideration and in furtherance of the
foregoing, each Lender hereby absolutely and unconditionally
agrees severally and not jointly to pay to the Administrative
Agent, on behalf of such Issuing Bank, in accordance with
paragraph (e) below, such Lender's pro rata percentage, based
upon its LC Commitment, of each unreimbursed LC Disbursement made
by such Issuing Bank; provided, however, that the Lenders shall
not be obligated to make any such payment with respect to any
payment or disbursement made under any Letter of Credit as a
result of the gross negligence or wilful misconduct of such
Issuing Bank.  Notwithstanding the foregoing, if, as permitted by
Section 2.15(f), an Issuing Bank has separately agreed with the
Borrower that the Issuing Bank will be held to a higher standard
of care, such standard shall govern as between the Issuing Bank
and the Lenders.

          (d)  Each Lender acknowledges and agrees that its
acquisition of participations pursuant to paragraph (c) above in
respect of Letters of Credit is absolute and unconditional and
shall not be affected by any circumstance whatsoever, including
the occurrence and continuance of any Default or Event of Default
hereunder, and that each such payment shall be made without any
offset, abatement, withholding or reduction whatsoever.

          (e)  Promptly after it shall have ascertained that any
draft and any accompanying documents presented under a Letter of
Credit appear to be in conformity with the terms and conditions
of such Letter of Credit, such Issuing Bank shall give written or
telecopy notice to the Borrower and the Administrative Agent of
the receipt and amount of such draft and the date on which
payment thereon will be made.  If the Administrative Agent shall
not have received from the Borrower the payment required pursuant
to paragraph (f) below by 12:00 noon, New York City time, on the
date on which payment of a draft presented under any Letter of
Credit has been made, the Administrative Agent shall promptly
notify such Issuing Bank and each Lender of the LC Disbursement
and, in the case of each Lender, its pro rata percentage, based
upon its LC Commitment of such LC Disbursement.  Each Lender
shall pay to the Administrative Agent, not later than 2:00 p.m.,
New York City time, on such date, such Lender's percentage of
such LC Disbursement, which the Administrative Agent shall
promptly pay to such Issuing Bank.  The Administrative Agent will
promptly remit to each Lender such Lender's percentage of any
amounts subsequently received by the Administrative Agent from
the Borrower in respect of such LC Disbursement; provided that
amounts so received for the account of any Lender prior to
payment by such Lender of amounts required to be paid by it
hereunder in respect of any LC Disbursement shall be remitted to
such Issuing Bank.

          (f)  If such Issuing Bank shall pay any draft presented
under a Letter of Credit, the Borrower shall pay to such Issuing
Bank or to the Administrative Agent for the account of such
Issuing Bank or, if the Administrative Agent shall have received
the payments provided in paragraph (e) above with respect to such
drawing, for the accounts of the Lenders, an amount equal to the
amount of such draft before 12:00 noon, New York City time, on
the date of payment of such draft.  The obligations of the
Borrower under this paragraph (f) shall be absolute,
unconditional and irrevocable and shall be satisfied strictly in
accordance with their terms irrespective of:

          (i) any lack of validity or enforceability of any
     Letter of Credit;

          (ii) the existence of any claim, setoff, defense or
     other right which the Borrower or any other Person may at
     any time have against the beneficiary under any Letter of
     Credit, the Administrative Agent, such Issuing Bank or any
     other Lender (other than the defense of payment in
     accordance with the terms of this Agreement or a defense
     based on the gross negligence or wilful misconduct of the
     Administrative Agent or such Issuing Bank) or any other
     Person in connection with this Agreement or any other
     transaction;

          (iii) any draft or other document presented under a
     Letter of Credit proving to be forged, fraudulent, invalid
     or insufficient in any respect or any statement therein
     being untrue or inaccurate in any respect; provided that
     payment by such Issuing Bank under such Letter of Credit
     against presentation of such draft or document shall not
     have constituted gross negligence, wilful misconduct or
     breached any other standard agreed to in writing by the
     applicable Issuing Bank;

          (iv) payment by such Issuing Bank under a Letter of
     Credit against presentation of a draft or other document
     which does not comply in any immaterial respect with the
     terms of such Letter of Credit; provided that such payment
     shall not have constituted gross negligence or wilful
     misconduct; or

          (v) any other circumstance or event whatsoever, whether
     or not similar to any of the foregoing; provided that such
     other circumstance or event shall not have been the result
     of gross negligence or wilful misconduct of such Issuing
     Bank.

          It is understood that in making any payment under a
Letter of Credit (x) such Issuing Bank's exclusive reliance on
the documents presented to it under such Letter of Credit as to
any and all matters set forth therein, including reliance on the
amount of any draft presented under such Letter of Credit,
whether or not the amount due to the beneficiary equals the
amount of such draft and whether or not any document presented
pursuant to such Letter of Credit proves to be insufficient in
any respect, if such document on its face appears to be in order,
and whether or not any other statement or any other document
presented pursuant to such Letter of Credit proves to be forged
or invalid or any statement therein proves to be inaccurate or
untrue in any respect whatsoever, and (y) any noncompliance in
any immaterial respect of the documents presented under a Letter
of Credit with the terms thereof shall, in either case, not be
deemed wilful misconduct or gross negligence of such Issuing
Bank.  Notwithstanding the foregoing, to the extent such Issuing
Bank has separately agreed with the Borrower to a standard of
care which varies from that set forth above, such standard shall
govern as between the Borrower and such Issuing Bank.

          (g)  In the event any Letters of Credit shall have an
expiry date after the Maturity Date, the Borrower shall, prior to
the Business Day before the Maturity Date, forthwith deposit cash
with the Administrative Agent, in an amount equal to the
aggregate LC Exposure, or deliver to the Administrative Agent a
Replacement Letter of Credit drawable without condition and in a
face amount equal to the aggregate LC Exposure and otherwise
satisfactory in all respects to the Administrative Agent, which
cash deposit or Replacement Letter of Credit shall serve as
collateral security for the repayment of any future drawings
under such Letters of Credit.

          (h)  Each Issuing Bank hereby agrees to share, pro rata
in accordance with its LC Exposure, with all Secured Parties, its
security interest in all documents and goods in which it will
have a security interest in connection with the issuance of any
Letter of Credit and to share on the same basis all amounts
recovered by such Issuing Bank in connection with any such
security interest.

          SECTION 2.16.  Indemnity.  The Borrower shall indemnify
each Lender against any loss or reasonable expense which such
Lender may sustain or incur as a consequence of (a) any failure
by the Borrower to fulfill on the date of any Borrowing hereunder
the applicable conditions set forth in Article IV, (b) any
failure by the Borrower to borrow or to refinance, convert or
continue any Loan hereunder after irrevocable notice of such
Borrowing, refinancing, conversion or continuation has been given
pursuant to Section 2.03, 2.04 or 2.05, (c) any payment,
prepayment or conversion of a Eurodollar Loan required by any
other provision of this Agreement or otherwise made or deemed
made on a date other than the last day of the Interest Period
applicable thereto or (d) the occurrence of any Event of Default,
including, in each such case, any loss or reasonable expense
sustained or incurred or to be sustained or incurred in
liquidating or employing deposits from third parties acquired to
effect or maintain such Loan or any part thereof as a Eurodollar
Loan.  Such loss or reasonable expense shall include an amount
equal to the excess, if any, as reasonably determined by such
Lender, of (i) its cost of obtaining the funds for the Loan being
paid, prepaid, converted, continued or not borrowed (based on the
LIBO Rate or, in the case of a Fixed Rate Loan, the fixed rate of
interest applicable thereto) for the period from the date of such
payment, prepayment or failure to borrow to the last day of the
Interest Period for such Loan (or, in the case of a failure to
borrow, the Interest Period for such Loan which would have
commenced on the date of such failure) over (ii) the amount of
interest (as reasonably determined by such Lender) that would be
realized by such Lender in reemploying the funds so paid, prepaid
or not borrowed for such period or Interest Period, as the case
may be.  A certificate of any Lender setting forth any amount or
amounts which such Lender is entitled to receive pursuant to this
Section 2.16 and the method of calculation employed by such
Lender shall be delivered to the Borrower and shall be presumed
conclusive absent manifest error but subject to rebuttal by the
Borrower.

          SECTION 2.17.  Pro Rata Treatment.  Except as required
under Section 2.14, each Standby Borrowing, each payment or pre
payment of principal of any Standby Borrowing, each payment of
interest on the Standby Loans, each payment of the Facility Fee,
each payment of the LC Fees, each reduction of the Commitments
and each refinancing of any Borrowing with a Standby Borrowing of
any Type, shall be allocated pro rata among the Lenders in accor
dance with their respective Commitments (or, if such Commitments
shall have expired or been terminated, in accordance with the
respective principal amounts of their outstanding Standby Loans).
Each payment of principal of any Competitive Borrowing shall be
allocated pro rata among the Lenders participating in such
Borrowing in accordance with the respective principal amounts of
their outstanding Competitive Loans comprising such Borrowing.
Each payment of interest on any Competitive Borrowing shall be
allocated pro rata among the Lenders participating in such
Borrowing in accordance with the respective amounts of accrued
and unpaid interest on their outstanding Competitive Loans
comprising such Borrowing.  For purposes of determining the
available Commitments of the Lenders at any time, each outstand
ing Competitive Borrowing shall be deemed to have utilized the
Commitments of the Lenders (including those Lenders which shall
not have made Loans as part of such Competitive Borrowing) pro
rata in accordance with such respective Commitments.  Each Lender
agrees that in computing such Lender's portion of any Borrowing
to be made hereunder, the Administrative Agent may, in its
discretion, round each Lender's percentage of such Borrowing to
the next higher or lower whole dollar amount.

          SECTION 2.18.  Sharing of Setoffs.  Each Lender agrees
that if it shall, through the exercise of a right of banker's
lien, setoff or counterclaim against the Borrower, or pursuant to
a secured claim under Section 506 of Title 11 of the United
States Code or other security or interest arising from, or in
lieu of, such secured claim, received by such Lender under any
applicable bankruptcy, insolvency or other similar law or
otherwise, or by any other means, obtain payment (voluntary or
involuntary) in respect of any Standby Loan or Loans as a result
of which the unpaid principal portion of the Standby Loans made
by it shall be proportionately less than the unpaid principal
portion of the Standby Loans of any other Lender, it shall be
deemed simultaneously to have purchased from such other Lender at
face value, and shall promptly pay to such other Lender the
purchase price for, a participation in the Standby Loans of such
other Lender, so that the aggregate unpaid principal amount of
the Standby Loans and participations in Standby Loans held by
each Lender shall be in the same proportion to the aggregate
unpaid principal amount of all Standby Loans then outstanding as
the principal amount of its Standby Loans, prior to such exercise
of banker's lien, setoff or counterclaim or other event was to
the principal amount of all Standby Loans outstanding prior to
such exercise of banker's lien, setoff or counterclaim or other
event; provided, however, that, if any such purchase or purchases
or adjustments shall be made pursuant to this Section 2.18 and
the payment giving rise thereto shall thereafter be recovered,
such purchase or purchases or adjustments shall be rescinded to
the extent of such recovery and the purchase price or prices or
adjustment restored without interest.  The Borrower expressly
consents to the foregoing arrangements and agrees that any Lender
holding a participation in a Standby Loan deemed to have been so
purchased may exercise any and all rights of banker's lien, set
off or counterclaim with respect to any and all moneys owing by
the Borrower to such Lender by reason thereof as fully as if such
Lender had made a Standby Loan directly to the Borrower in the
amount of such participation.

          SECTION 2.19.  Payments.  (a)  The Borrower shall make
each payment (including principal of or interest on any Borrowing
or any Fees (other than the fees referred to in paragraph (d) of
Section 2.06) or other amounts) hereunder not later than
12:00 noon, New York City time, on the date when due in dollars
to the Administrative Agent at its offices at 270 Park Avenue,
New York, New York, in immediately available funds.

          (b)  Whenever any payment (including principal of or
interest on any Borrowing or any Fees or other amounts) hereunder
shall become due, or otherwise would occur, on a day that is not
a Business Day, such payment may be made on the next succeeding
Business Day, and such extension of time shall in such case be
included in the computation of interest, if applicable.

          SECTION 2.20.  Taxes.  (a)  Any and all payments by the
Borrower hereunder shall be made, in accordance with
Section 2.19, free and clear of and without deduction for any and
all present or future taxes, levies, imposts, deductions, charges
or withholdings, and all liabilities with respect thereto,
excluding taxes imposed on or measured by the net income or
earnings of the Administrative Agent  or any Lender (or any
transferee or assignee thereof, including a participation holder
(any such entity being called a "Transferee")) and franchise
taxes imposed by any Governmental Authority on the Administrative
Agent or any Lender (or Transferee) as a result of a present or
former connection between the jurisdiction of the Governmental
Authority imposing such tax on the Administrative Agent or such
Lender (except a connection arising solely from the
Administrative Agent or such Lender having executed, delivered or
performed its obligations or received a payment under, or
enforced, this Agreement) (all such nonexcluded taxes, levies,
imposts, deductions, charges, withholdings and liabilities being
hereinafter referred to as "Taxes").  If the Borrower shall be
required by law to deduct any Taxes from or in respect of any sum
payable hereunder to the Lenders (or any Transferee) or the
Administrative Agent, (i) the sum payable shall be increased by
the amount necessary so that after making all required deductions
(including deductions applicable to additional sums payable under
this Section 2.20) such Lender (or Transferee) or the
Administrative Agent (as the case may be) shall receive an amount
equal to the sum it would have received had no such deductions
been made, (ii) the Borrower shall make such deductions and
(iii) the Borrower shall pay the full amount deducted to the
relevant taxing authority or other Governmental Authority in
accordance with applicable law; provided, however, that no
Transferee of any Lender shall be entitled to receive any greater
payment under this paragraph (a) than such Lender would have been
entitled to receive with respect to the rights assigned,
participated or otherwise transferred unless such assignment,
participation or transfer shall have been made at a time when the
circumstances giving rise to such greater payment did not exist.

          (b)  In addition, the Borrower agrees to pay any
present or future stamp or documentary taxes or any other excise
or property taxes, charges or similar levies which arise from any
payment made hereunder or from the execution, delivery or
registration of, or otherwise with respect to, this Agreement
(hereinafter referred to as "Other Taxes").

          (c)  The Borrower will indemnify each Lender (or
Transferee) and the Administrative Agent for the full amount of
Taxes and Other Taxes paid by such Lender (or Transferee) or the
Administrative Agent, as the case may be, and any liability
(including penalties, interest and expenses) arising therefrom or
with respect thereto, whether or not such Taxes or Other Taxes
were correctly or legally asserted by the relevant taxing
authority or other Governmental Authority.  Such indemnification
shall be made within 30 days after the date any Lender (or
Transferee) or the Administrative Agent, as the case may be,
makes written demand therefor.  If a Lender (or Transferee) or
the Administrative Agent shall become aware that it is entitled
to receive a refund in respect of Taxes or Other Taxes as to
which it has been indemnified by the Borrower pursuant to this
Section 2.20, it shall promptly notify the Borrower of the avail
ability of such refund and shall, within 30 days after receipt of
a request by the Borrower, apply for such refund at the
Borrower's expense.  If any Lender (or Transferee) or the
Administrative Agent receives a refund in respect of any Taxes or
Other Taxes as to which it has been indemnified by the Borrower
pursuant to this Section 2.20, it shall promptly notify the
Borrower of such refund and shall, within 30 days after receipt
of a request by the Borrower (or promptly upon receipt, if the
Borrower has requested application for such refund pursuant
hereto), repay such refund to the Borrower (to the extent of
amounts that have been paid by the Borrower under this
Section 2.20 with respect to such refund), net of all out-of-
pocket expenses of such Lender and without interest (except to
the extent such refund includes any interest); provided that the
Borrower, upon the request of such Lender (or Transferee) or the
Administrative Agent, agrees to return such refund (plus
penalties, interest or other charges) to such Lender (or
Transferee) or the Administrative Agent in the event such Lender
(or Transferee) or the Administrative Agent is required to repay
such refund.  Nothing contained in this paragraph (c) shall
require any Lender (or Transferee) or the Administrative Agent to
make available any of its tax returns (or any other information
relating to its taxes which it deems to be confidential).

          (d)  Within 30 days after the date of any payment of
Taxes or Other Taxes withheld by the Borrower in respect of any
payment to any Lender (or Transferee) or the Administrative
Agent, the Borrower will furnish to the Administrative Agent, at
its address referred to in Section 10.01, the original or a
certified copy of a receipt evidencing payment thereof.

          (e)  Without prejudice to the survival of any other
agreement contained herein, the agreements and obligations
contained in this Section 2.20 shall survive the payment in full
of the principal of and interest on all Loans made hereunder.

          (f)  Upon the written request of the Borrower, each
Lender (or Transferee) that is organized under the laws of a
jurisdiction outside the United States shall, if legally able to
do so, prior to the immediately following due date of any payment
by the Borrower hereunder, deliver to the Borrower such
certificates, documents or other evidence, as required by the
Code or Treasury Regulations issued pursuant thereto, including
Internal Revenue Service Form 1001 or Form 4224 and any other
certificate or statement of exemption required by Treasury
Regulation Section 1.1441-1, 1.1441-4 or 1.1441-6(c) or any
subsequent version thereof or successors thereto, properly
completed and duly executed by such Lender (or Transferee)
establishing that such payment is (i) not subject to United
States Federal withholding tax under the Code because such
payment is effectively connected with the conduct by such Lender
(or Transferee) of a trade or business in the United States or
(ii) totally exempt from United States Federal withholding tax,
or subject to a reduced rate of such tax under a provision of an
applicable tax treaty.  Unless the Borrower and the
Administrative Agent have received forms or other documents satis
factory to them indicating that such payments hereunder are not
subject to United States Federal withholding tax or are subject
to such tax at a rate reduced by an applicable tax treaty, the
Borrower or the Administrative Agent shall withhold taxes from
such payments at the applicable statutory rate.

          (g)  The Borrower shall not be required to pay any
additional amounts to any Lender (or Transferee) in respect of
United States Federal withholding tax pursuant to paragraph (a)
above if the obligation to pay such additional amounts would not
have arisen but for a failure by such Lender (or Transferee) to
comply with the provisions of paragraph (f) above; provided,
however, the Borrower shall be required to pay those amounts to
any Lender (or Transferee) it was required to pay hereunder prior
to the failure of such Lender (or Transferee) to comply with the
provisions of paragraph (f).

          (h)  Any Lender (or Transferee) claiming any additional
amounts payable pursuant to this Section 2.20 shall use
reasonable efforts (consistent with legal and regulatory
restrictions) to file any certificate or document requested by
the Borrower or to change the jurisdiction of its applicable
lending office if the making of such a filing or change would
avoid the need for or reduce the amount of any such additional
amounts which may thereafter accrue and would not, in the sole
determination of such Lender, be otherwise disadvantageous to
such Lender (or Transferee).


                        ARTICLE III

               Representations and Warranties

          The Borrower represents and warrants to each of the
Lenders that:

          SECTION 3.01.  Organization; Powers.  Each of the
Borrower and the Significant Subsidiaries (a) is a corporation
duly incorporated, validly existing and in good standing under
the laws of the jurisdiction of its organization, (b) has all
requisite power and authority to own its property and assets and
to carry on its business as now conducted and as proposed to be
conducted, (c) is qualified to do business in every jurisdiction
where such qualification is required, except where the failure so
to qualify is not materially likely to result in a Material
Adverse Effect, and (d) has the corporate power and authority to
execute, deliver and perform its obligations under this Agreement
and each other agreement or instrument contemplated thereby to
which it is or will be a party and to borrow hereunder.

          SECTION 3.02.  Authorization.  The execution, delivery
and performance by the Borrower and the Guarantor of this
Agreement, the Borrowings and issuances of Letters of Credit
(collectively, the "Transactions") (a) have been duly authorized
by all requisite corporate and, if required, stockholder action
and (b) will not (i) violate (A) any provision of law, statute,
rule or regulation, or of the certificate or articles of
incorporation or other constitutive documents or by-laws of the
Borrower or any Significant Subsidiary, (B) any order of any
Governmental Authority or (C) any provision of any material
indenture, agreement or other instrument to which the Borrower or
any Significant Subsidiary is a party or by which any of them or
any of their property is or may be bound, (ii) result in a breach
of or constitute (alone or with notice or lapse of time or both)
a default under any such indenture, agreement or other instrument
or (iii) result in the creation or imposition of any Lien upon or
with respect to any property or assets now owned or hereafter
acquired by the Borrower or any Subsidiary.

          SECTION 3.03.  Enforceability.  This Agreement has been
duly executed and delivered by the Borrower and the Guarantor and
constitutes, a legal, valid and binding obligation of the
Borrower or the Guarantor party thereto enforceable against the
Borrower or the Guarantor in accordance with its terms (subject,
as to the enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium and similar laws affecting
creditors' rights generally and to general principles of equity).

          SECTION 3.04.  Governmental Approvals.  No action,
consent or approval of, registration or filing with or any other
action by any Governmental Authority is or will be required by
the Borrower or any of the Subsidiaries in connection with the
Transactions, except such as have been made or obtained and are
in full force and effect.

          SECTION 3.05.  Financial Statements.  The Borrower has
heretofore furnished to the Lenders (a) its consolidated balance
sheets and statements of earnings and statements of cash flows
(i) as of and for the fiscal year ended December 29, 1995,
audited by and accompanied by the opinion of KPMG Peat Marwick
LLP, independent public accountants, and (ii) as of and for the
26-week period ended June 28, 1996, and (b) its consolidating
balance sheets and statements of earnings and cash flows
(limited, in the case of such statements of cash flows, to the
Borrower, the Significant Subsidiaries and such other
Subsidiaries as the Borrower may elect) as of and for the fiscal
year and the 26-week period ended on the respective dates set
forth in (a) above.  Such financial statements present fairly the
financial condition and results of operations of the Borrower and
its consolidated Subsidiaries as of such dates and for such
periods.  Such financial statements and the notes thereto were
prepared in accordance with GAAP applied on a consistent basis,
except as disclosed in such statements and notes.

          SECTION 3.06.  No Material Adverse Change.  There has
been no material adverse change in the business, assets,
operations or financial condition of the Borrower and the
Subsidiaries, taken as a whole, since December 29, 1995.

          SECTION 3.07.  Title to Properties; Possession Under
Leases.  (a)  Each of the Borrower and the Significant Subsidi
aries has good and marketable title to, or valid, subsisting and
enforceable leasehold interests in, all its material properties
and assets, except for minor defects in title that do not
interfere with its ability to conduct its business as currently
conducted or to utilize such properties and assets for their
intended purposes.  All such material properties and assets are
free and clear of Liens, other than Liens expressly permitted by
Section 6.01.

          (b)  Each of the Borrower and the Significant
Subsidiaries has complied with all material obligations under all
material leases to which it is a party and all such leases are in
full force and effect.  Each of the Borrower and the Subsidiaries
enjoys peaceful and undisturbed possession under all such
material leases.

          SECTION 3.08.  Subsidiaries.  Schedule 3.08 sets forth
as of the Restatement Closing Date a list of all Subsidiaries of
the Borrower and the percentage of the shares of each class of
capital stock owned beneficially or of record by the Borrower
therein.

          SECTION 3.09.  Litigation; Compliance with Laws.
(a)  Except as set forth in Schedule 3.09, there are not any
actions, suits or proceedings at law or in equity or by or before
any Governmental Authority pending or, to the knowledge of the
Borrower, threatened against or affecting the Borrower or any
Significant Subsidiary or any business, property or rights of any
such Person (i) which involve this Agreement or the Transactions
or (ii) which would be materially likely to result in a Material
Adverse Effect.

          (b)  Neither the Borrower nor any of the Significant
Subsidiaries is in violation of any law, rule or regulation, or
in default with respect to any judgment, writ, injunction or
decree of any Governmental Authority, where such violation or
default would be materially likely to result in a Material
Adverse Effect.

          SECTION 3.10.  Agreements.  (a)  Neither the Borrower
nor any of the Significant Subsidiaries is a party to any
agreement or instrument or subject to any corporate restriction
that would be materially likely to result in a Material Adverse
Effect.

          (b)  Neither the Borrower nor any of its Significant
Subsidiaries is in default in any manner under any provision of
any indenture or other agreement or instrument evidencing
Indebtedness, or any other material agreement or instrument to
which it is a party or by which it or any of its properties or
assets are or may be bound, where such default would be
materially likely to result in a Material Adverse Effect.

          SECTION 3.11.  Federal Reserve Regulations.
(a)  Neither the Borrower nor any of the Significant Subsidiaries
is engaged principally, or as one of its important activities, in
the business of extending credit for the purpose of purchasing or
carrying Margin Stock.

          (b)  No part of the proceeds of any Loan will be used,
whether directly or indirectly, and whether immediately,
incidentally or ultimately, (i) to purchase or carry Margin Stock
or to extend credit to others for the purpose of purchasing or
carrying Margin Stock or to refund indebtedness originally
incurred for such purpose, or (ii) for any purpose which entails
a violation of, or which is inconsistent with, the provisions of
the regulations of the Board, including Regulation G, U or X.

          SECTION 3.12.  Investment Company Act; Public Utility
Holding Company Act.  Neither the Borrower nor any Significant
Subsidiary is (a) an "investment company" as defined in, or
subject to regulation under, the Investment Company Act of 1940
or (b) a "holding company" as defined in, or subject to regula
tion under, the Public Utility Holding Company Act of 1935.

          SECTION 3.13.  Use of Proceeds.  The Borrower will use
the proceeds of the Loans and the Letters of Credit only for
working capital, the purchase of goods and services by the
Borrower and the Subsidiaries and other general corporate
purposes.

          SECTION 3.14.  Tax Returns.  Except as described in
Schedule 3.14, each of the Borrower and the Significant
Subsidiaries has filed or caused to be filed all Federal, state
and material local tax returns required to have been filed by it
and has paid or caused to be paid all taxes shown to be due and
payable on such returns or on any assessments received by it,
except taxes or assessments that are being contested in good
faith by appropriate proceedings and for which the Borrower shall
have set aside on its books whatever reserves are required in
accordance with GAAP consistently applied.

          SECTION 3.15.  No Material Misstatements.  (a)  No
report, financial statement, schedule or other information
relating to historical events or conditions furnished to the
Lenders or the Administrative Agent by the Borrower, in
connection with this Agreement contains any material misstatement
of fact or omitted or omits to state any material fact necessary
to make the statements therein, when taken as a whole, not mis
leading.

          (b)  Based upon all information currently available to
the Borrower, any report, projection, schedule or other
information relating to forecast of future events or conditions
furnished to the Lenders or the Administrative Agent by the
Borrower in connection with this Agreement has been prepared on a
reasonable basis based upon reasonable assumptions.

          SECTION 3.16.  Employee Benefit Plans.  The Borrower
and each of its ERISA Affiliates is in compliance in all material
respects with the applicable provisions of ERISA and the Code and
the regulations and published interpretations thereunder with
respect to the employee benefit plans (as defined in Section 3(3)
of ERISA) of the Borrower and its ERISA Affiliates.  No
Reportable Event has occurred in respect of any Plan of the
Borrower or any ERISA Affiliate.  The present value of all
benefit liabilities under each Plan (based on those assumptions
used to fund such Plan) did not, as of the last annual valuation
date applicable thereto, exceed by more than $5,000,000 the value
of the assets of such Plan, and the present value of all benefit
liabilities of all underfunded Plans (based on those assumptions
used to fund each such Plan) did not, as of the last annual
valuation dates applicable thereto, exceed $20,000,000.  Neither
the Borrower nor any ERISA Affiliate has incurred any Withdrawal
Liability that would be materially likely to have a Material
Adverse Effect.  Neither the Borrower nor any ERISA Affiliate has
received any notification that any Multiemployer Plan is in
reorganization or has been terminated, within the meaning of
Title IV of ERISA, and no Multiemployer Plan is reasonably
expected to be in reorganization or to be terminated, where such
reorganization or termination would be materially likely to
result, through increases in the contributions required to be
made to such Plan or otherwise, in a Material Adverse Effect.

          SECTION 3.17.  Environmental Matters.  Each of the
Borrower and the Subsidiaries has complied in all material
respects with all material Federal, state, local and other
statutes, ordinances, orders, judgments, rulings and regulations
relating to environmental pollution or to environmental
regulation or control.  Neither the Borrower nor any Subsidiary
has received notice of any failure so to comply which alone or
together with any other such failure is materially likely to
result in a Material Adverse Effect.  The Borrower's and the Sub
sidiaries' plants do not manage any hazardous wastes, hazardous
substances, hazardous materials, toxic substances or toxic
pollutants, as those terms are used in the Resource Conservation
and Recovery Act, the Comprehensive Environmental Response
Compensation and Liability Act, the Hazardous Materials
Transportation Act, the Toxic Substance Control Act, the Clean
Air Act, the Clean Water Act or any other applicable law, in
violation of any such law or any regulations promulgated pursuant
thereto or in any other applicable law where such violation is
materially likely to result, individually or together with other
violations, in a Material Adverse Effect.


                         ARTICLE IV

                   Conditions of Lending

          The obligations of the Lenders to make Loans hereunder
and of the Issuing Banks to issue Letters of Credit hereunder,
and the effectiveness of any amendment to a Letter of Credit that
increases the principal amount thereof, are subject to the
satisfaction of the conditions that, on the date of each Credit
Event, including each Borrowing in which Loans are refinanced as
contemplated by Section 2.05(a), but excluding each Borrowing in
which Loans are continued or converted as contemplated in
Section 2.05(b):

          (a)  In the case of a Borrowing, the Administrative
     Agent shall have received a notice of such Borrowing as
     required by Section 2.03 or Section 2.04, as applicable, or,
     in the case of an issuance of a Letter of Credit, the
     Issuing Bank shall have received a notice in accordance with
     Section 2.15(b).

          (b)  The representations and warranties set forth in
     Article III hereof (except, in the case of a refinancing of
     a Standby Borrowing with a new Standby Borrowing that does
     not increase the aggregate principal amount of the Loans of
     any Lender outstanding or in the case of an issuance of a
     Letter of Credit that does not increase the aggregate
     LC Exposure, the representations set forth in Sections 3.06
     and 3.09(a)) shall be true and correct in all material
     respects on and as of the date of such Credit Event with the
     same effect as though made on and as of such date, except to
     the extent such representations and warranties expressly
     relate to an earlier date.

          (c)  The Borrower shall be in compliance with all the
     terms and provisions set forth herein on its part to be
     observed or performed, and at the time of and immediately
     after such Credit Event no Event of Default or Default shall
     have occurred and be continuing.

Each Credit Event, excluding each Borrowing in which Loans are
continued or converted as contemplated in Section 2.05(b), shall
be deemed to constitute a representation and warranty by the
Borrower on the date of such Borrowing as to the matters
specified in paragraphs (b) and (c) of this Article IV (and,
without limiting the foregoing, a representation and warranty
that such Borrowing, or the incurrence of reimbursement
obligations in respect of such Letter of Credit, is permitted
under the Note Purchase Agreement).


                         ARTICLE V

                   Affirmative Covenants

          The Borrower covenants and agrees with each Lender and
the Administrative Agent that, so long as this Agreement shall
remain in effect, the principal of or interest on any Loan, any
Fees or any other expenses or amounts payable hereunder shall be
unpaid or any Letter of Credit shall remain outstanding, unless
the Required Lenders shall otherwise consent in writing, the
Borrower will, and will cause each of the Subsidiaries to:

          SECTION 5.01.  Existence; Businesses and Properties.
(a)  Do or cause to be done all things necessary to preserve,
renew and keep in full force and effect its legal existence,
except as otherwise expressly permitted under Section 6.03 and
with regard to any Subsidiary which has no significant assets and
no significant liabilities.

          (b)  Do or cause to be done all things necessary to
obtain, preserve, renew, extend and keep in full force and effect
the rights, licenses, permits, franchises, authorizations,
patents, copyrights, trademarks and trade names material to the
conduct of its business; maintain and operate such business in
substantially the manner in which it is presently conducted and
operated (except as permitted pursuant to Section 6.03); comply
in all material respects with all applicable laws, rules, regula
tions and orders of any Governmental Authority, whether now in
effect or hereafter enacted, the failure to comply with which
would be materially likely to result in a Material Adverse
Effect; and at all times maintain and preserve all property
material to the conduct of such business and keep such property
in good repair, working order and condition and from time to time
make, or cause to be made, all needful and proper repairs,
renewals, additions, improvements and replacements thereto
necessary in order that the business carried on in connection
therewith may be properly conducted at all times.

          SECTION 5.02.  Insurance.  Keep its insurable
properties adequately insured at all times by financially sound
and reputable insurers; maintain such other insurance, to such
extent and against such risks, including fire and other risks
insured against by extended coverage, as is customary with
companies in the same or similar businesses, including public
liability insurance against claims for personal injury or death
or property damage occurring upon, in, about or in connection
with the use of any properties owned, occupied or controlled by
it; and maintain such other insurance as may be required by law.

          SECTION 5.03.  Obligations and Taxes.  Pay its
Indebtedness and other obligations promptly and in accordance
with their terms and pay and discharge promptly when due all
taxes, assessments and governmental charges or levies imposed
upon it or upon its income or profits or in respect of its
property, before the same shall become delinquent or in default,
as well as all lawful claims for labor, materials and supplies or
otherwise which, if unpaid, might give rise to a Lien upon such
properties or any part thereof; provided, however, that such
payment and discharge shall not be required with respect to any
such tax, assessment, charge, levy or claim so long as the
validity or amount thereof shall be contested in good faith by
appropriate proceedings and the Borrower shall have set aside on
its books whatever reserves are required in accordance with GAAP.

          SECTION 5.04.  Financial Statements, Reports, etc. In
the case of the Borrower, furnish to the Administrative Agent and
each Lender (by delivery of a regular or periodic report filed
under the Exchange Act containing such items or otherwise):

          (a) within 100 days after the end of each fiscal year,
     its consolidated and consolidating balance sheets and
     related statements of earnings and cash flows (limited, in
     the case of such consolidating statements of cash flows, to
     the Borrower, the Significant Subsidiaries, and any other
     Subsidiaries as the Borrower may elect) showing the
     financial condition of the Borrower and its consolidated
     Subsidiaries as of the close of such fiscal year and the
     results of its operations and the operations of such
     Subsidiaries during such year, (i) in the case of such
     consolidated statements, audited by KPMG Peat Marwick LLP or
     any other Big Six Accounting Firm and accompanied by an
     opinion of such accountants (which shall not be qualified in
     any material respect) to the effect that such consolidated
     financial statements fairly present the financial condition
     and results of operations of the Borrower and its
     consolidated Subsidiaries on a consolidated basis in
     accordance with GAAP consistently applied (except for
     changes concurred in by the Borrower's independent public
     accountants and disclosed in such statements or the notes
     thereto) and (ii) in the case of such consolidating
     statements, certified by one of its Financial Officers as
     accurately reflecting the assets and liabilities of the
     Borrower and the consolidated Subsidiaries and the cash
     flows of the Borrower and the Subsidiaries listed therein;

          (b) within 50 days after the end of each of the first
     three fiscal quarters of each fiscal year, its consolidated
     and consolidating balance sheets and related statements of
     earnings and cash flow (limited, in the case of such
     consolidating statements of cash flows, to the Borrower, the
     Significant Subsidiaries and any other Subsidiaries as the
     Borrower may elect) showing the financial condition of the
     Borrower and its consolidated subsidiaries as of the close
     of such fiscal quarter and the results of its operations and
     the operations of such Subsidiaries during such fiscal
     quarter and the then elapsed portion of the fiscal year, all
     certified by one of its Financial Officers in the case of
     such consolidated statements, as fairly presenting the
     financial condition and results of operations of the
     Borrower on a consolidated basis in accordance with GAAP
     consistently applied (except for changes concurred in by the
     Borrower's independent public accountants and disclosed in
     such statements or the notes thereto, subject to normal year-
     end audit adjustments;

          (c) concurrently with any delivery of financial
     statements under (a) or (b) above, (x) a certificate of the
     accounting firm, in the case of (a), or Financial Officer,
     in the case of (b), referred to in the applicable
     paragraph certifying that no Event of Default or Default has
     occurred or, if such an Event of Default or Default has
     occurred, specifying the nature and extent thereof and any
     corrective action taken or proposed to be taken with respect
     thereto and (y) a certificate of a Financial Officer setting
     forth computations in reasonable detail satisfactory to the
     Administrative Agent demonstrating compliance with the
     covenants contained in Sections 6.04, 6.05, 6.06 and 6.07;

          (d) promptly after the same become publicly available,
     copies of all periodic and other reports, proxy statements
     and other materials filed by it with the Securities and
     Exchange Commission, or any Governmental Authority
     succeeding to any of or all the functions of said
     Commission, or with any national securities exchange, or
     distributed to its shareholders, as the case may be; and

          (e) as soon as reasonably practicable, from time to
     time, such other information regarding the operations,
     business affairs and financial condition of the Borrower or
     any Subsidiary, or compliance with the terms of this
     Agreement, as the Administrative Agent or any Lender may
     reasonably request.

          SECTION 5.05.  Litigation and Other Notices.  Furnish
to the Administrative Agent and each Lender prompt written notice
of the following promptly after a Responsible Officer of the
Borrower or any Subsidiary becomes aware of the same:

          (a) any Event of Default or Default, specifying the
     nature and extent thereof and the corrective action (if any)
     proposed to be taken with respect thereto;

          (b) the filing or commencement of, or receipt of notice
     of intention of any Person to file or commence, any action,
     suit or proceeding, whether at law or in equity or by or
     before any Governmental Authority, against the Borrower or
     any Affiliate thereof which would be materially likely to
     result in a Material Adverse Effect;

          (c) any development affecting or relating to the
     Borrower or any Subsidiary that in the reasonable judgment
     of the Borrower has resulted in, or is materially likely to
     result in, a Material Adverse Effect referred to in
     clause (a) of the definition of such term;

          (d) (i) any filing with the Securities and Exchange
     Commission of a Schedule 13D (or any similar or successor
     report or schedule) or any amendment thereto pursuant to
     Regulation 13D or any similar or successor regulation
     promulgated under the Exchange Act with respect to the
     Borrower or any Person Controlling the Borrower and
     indicating that an event which constitutes a Change in
     Control has occurred, but in any event no later than three
     Business Days after the date of any such filing with the
     Securities and Exchange Commission and (ii) the occurrence
     of any event which constitutes a Change in Control; and

          (e) the issuance by any Governmental Authority of any
     injunction, order, decision or other restraint prohibiting,
     or having the effect of prohibiting, the Loans or the
     initiation of any litigation or similar proceeding seeking
     any such injunction, order or other restraint.

          SECTION 5.06.  Employee Benefits.  (a) Comply in all
material respects with the applicable provisions of ERISA and the
Code with respect to the employee benefit plans (as defined in
Section 3(3) of ERISA) of the Borrower and the ERISA Affiliates
and (b) furnish to the Administrative Agent (i) as soon as
possible after, and in any event within 30 days after any
Responsible Officer of the Borrower or any ERISA Affiliate knows
or has reason to know that any Reportable Event has occurred that
alone or together with any other Reportable Event could
reasonably be expected to result in liability of the Borrower or
any ERISA Affiliate to the PBGC in an aggregate amount exceeding
$5,000,000, a statement of a Financial Officer setting forth
details as to such Reportable Event and the action that the
Borrower or such ERISA Affiliate proposes to take with respect
thereto, together with a copy of the notice, if any, of such
Reportable Event to the PBGC, (ii) promptly after receipt
thereof, a copy of any notice that the Borrower or any ERISA
Affiliate may receive from the PBGC relating to the intention of
the PBGC to terminate any Plan or Plans (other than a Plan
maintained by an ERISA Affiliate that is considered an ERISA
Affiliate only pursuant to subsection (m) or (o) of Section 414
of the Code) or to appoint a trustee to administer any such Plan,
(iii) within 10 days after the due date for filing with the PBGC
pursuant to Section 412(n) of the Code a notice of failure to
make a required installment or other payment with respect to a
Plan, a statement of a Financial Officer setting forth details as
to such failure and the action that the Borrower proposes to take
with respect thereto, together with a copy of any such notice
given to the PBGC and (iv) promptly and in any event within
30 days after receipt thereof by the Borrower or any ERISA
Affiliate from the sponsor of a Multiemployer Plan, a copy of
each notice received by the Borrower or any ERISA Affiliate
concerning (A) the imposition of Withdrawal Liability or (B) a
determination that a Multiemployer Plan is, or is expected to be,
terminated or in reorganization, both within the meaning of
Title IV of ERISA.

          SECTION 5.07.  Maintaining Records; Access to
Properties and Inspections.  Maintain or cause to be maintained
at all times true and complete books and records of its financial
operations and permit the Administrative Agent or any Lender and
their designated representatives reasonable access after reason
able notice to all such books and records and to any of the
properties or assets of the Borrower and the Subsidiaries during
regular business hours in order that the Administrative Agent and
the Lenders may make such examinations and make abstracts from
such books and records and may discuss the affairs, finances and
accounts with, and be advised as to the same by, Financial
Officers and, after consultation with the Borrower, the
independent accountants of the Borrower or any Subsidiary, all as
the Administrative Agent or any Lender may reasonably deem
appropriate for the purpose of verifying the accuracy of the
various reports delivered by the Borrower or any Subsidiary
thereof to the Administrative Agent and/or the Lenders pursuant
to this Agreement or for otherwise ascertaining compliance with
this Agreement.  Except during the continuance of any Event of
Default, all requests by Lenders under this Section shall be made
through and coordinated by the Administrative Agent with a view
to minimizing inconvenience to the Borrower and its Subsidiaries.

          SECTION 5.08.  Additional Guarantors.  Unless the
Guarantors have been released or their obligations have been
terminated pursuant to the last two paragraphs of Article IX, on
or prior to (i) the direct or indirect acquisition by the
Borrower of any Subsidiary which at the time of such acquisition
shall be a Significant Subsidiary or (ii) the thirtieth Business
Day after the availability of financial statements revealing that
any Subsidiary other than a Guarantor, Figi's Inc., FRI, any of
the TV Shopping Companies, Metris or any subsidiary of Metris
shall have become a Significant Subsidiary, cause such Subsidiary
to execute and deliver to the Administrative Agent one or more
instruments as the Administrative Agent shall request satisfac
tory to the Administrative Agent in form and substance
undertaking the obligations of a Guarantor hereunder.

          SECTION 5.09.  Ownership of Metris Companies Inc. In
the case of the Borrower, own (directly or indirectly) at all
times, beneficially and of record, free and clear of all Liens,
at least 51% (on a fully diluted basis) of the economic and
voting interest in the common stock of Metris.


                         ARTICLE VI

                     Negative Covenants

          The Borrower covenants and agrees with each Lender and
the Administrative Agent that, so long as this Agreement shall
remain in effect, the principal of or interest on any Loan, any
Fees or any other expenses or amounts payable hereunder shall be
unpaid or any Letter of Credit shall remain outstanding, unless
the Required Lenders shall otherwise consent in writing, the
Borrower will not, and will not cause or permit any of the
Subsidiaries to:

          SECTION 6.01.  Liens.  Create, incur, assume or permit
to exist any Lien on any property or assets, including stock or
other securities of any Person (other than assets sold pursuant
to the Receivables Transfer Program) now owned or hereafter
acquired or assign or convey any rights to or security interests
in any future revenue, except:

          (a) Liens on property or assets of the Borrower and its
     Subsidiaries existing on the Restatement Closing Date which
     (with the exception of existing Liens consisting of the
     interests of lessors under Capital Leases) are set forth in
     Schedule 6.01; provided that such Liens shall secure only
     those obligations which they secure on the Restatement
     Closing Date;

          (b) any Lien existing on any property or asset prior to
     the acquisition thereof by the Borrower or any Subsidiary;
     provided that (i) such Lien is not created in contemplation
     of or in connection with such acquisition and (ii) such Lien
     does not apply to any other property or assets of the
     Borrower or any Subsidiary;

          (c) Liens for taxes not yet due or which are being
     contested in compliance with Section 5.03 and judgment liens
     securing judgments which have not given rise to Events of
     Default;

          (d) carriers', warehousemen's, mechanics',
     materialmen's, repairmen's or other like Liens arising in
     the ordinary course of business and securing obligations
     that are not due or that are being contested in compliance
     with Section 5.03;

          (e) pledges and deposits made in the ordinary course of
     business in compliance with workmen's compensation,
     unemployment insurance and other social security laws or
     regulations;

          (f) deposits to secure the performance of bids, trade
     contracts (other than for Indebtedness), leases (other than
     Capital Lease Obligations), statutory obligations, surety
     and appeal bonds, performance bonds and other obligations of
     a like nature incurred in the ordinary course of business;

          (g) zoning restrictions, easements, rights-of-way,
     restrictions on use of real property and other similar
     encumbrances incurred in the ordinary course of business
     which, in the aggregate, are not substantial in amount and
     do not materially detract from the value of the property
     subject thereto or interfere with the ordinary conduct of
     the business of the Borrower or any of its Subsidiaries;

          (h) other Liens to secure Indebtedness of the Borrower
     and/or any Subsidiary, so long as after giving effect
     thereto, the sum of (A) the aggregate outstanding principal
     amount of Indebtedness secured by Liens under this
     Section 6.01(h) and (B) the aggregate outstanding
     capitalized amount of the obligations of the Borrower and
     the Subsidiaries to pay rent or other amounts as a result of
     all Sale-Leaseback Transactions permitted under Section 6.02
     does not exceed 25% of Consolidated Net Worth at such time;

          (i) the interest of any lessor under any Capital Lease
     and purchase money security interests in real property,
     improvements thereto or equipment hereafter acquired (or, in
     the case of improvements, constructed) by the Borrower or
     any Subsidiary and financed with Indebtedness; provided that
     (i) such lessor's interests or security interests secure
     only Indebtedness, (ii) such security interests are
     incurred, and the Indebtedness secured thereby is created,
     within 90 days after such acquisition (or construction) and
     (iii) such security interests do not apply to any other
     property or assets; and

          (j) Liens created by the "Collateral Documents"
     referred to in the Metris Facility.

          SECTION 6.02.  Sale and Lease-Back Transactions.  Enter
into any arrangement, directly or indirectly, with any Person
whereby it shall sell or transfer any property, real or personal,
used or useful in its business, whether now owned or hereafter
acquired, and thereafter rent or lease such property or other
property which it intends to use for substantially the same
purpose or purposes as the property being sold or transferred (a
"Sale-Leaseback Transaction"), except that the Borrower and the
Subsidiaries at any time may enter into any Sale-Leaseback
Transaction so long as after giving effect thereto, the sum of
(a) the aggregate outstanding capitalized amount of the
obligations of the Borrower and the Subsidiaries to pay rent or
other amounts as a result of such all Sale-Leaseback Transactions
and (b) the aggregate outstanding principal amount of
Indebtedness referred to in Section 6.01(h) does not exceed 25%
of Consolidated Net Worth at such time.

          SECTION 6.03.  Mergers, Consolidations, Sales of Assets
and Acquisitions.  Merge into or consolidate with any other
Person, or permit any other Person to merge into or consolidate
with it, or, except for sales of accounts receivable pursuant to
the Receivables Transfer Program, sell, transfer, lease or other
wise dispose of (in one transaction or in a series of transac
tions) all or any substantial part of its assets (whether now
owned or hereafter acquired) or sell, transfer, lease or
otherwise dispose of any capital stock of any Subsidiary, or
purchase, lease or otherwise acquire (in one transaction or a
series of transactions) all or any substantial part of the assets
of any other Person, except that:

          (a) the Borrower and any Subsidiary may purchase and
     sell inventory in the ordinary course of business;

          (b) the Borrower may sell all or part of the
     outstanding capital stock or assets of Figi's Inc. and/or
     any of the subsidiaries of Figi's Inc. for consideration at
     least equal to the fair market value of the capital stock or
     assets being sold;

          (c) if immediately after giving effect thereto no Event
     of Default or Default shall have occurred and be continuing
     (i) any wholly owned Subsidiary may (A) merge or consolidate
     into the Borrower in a transaction in which the Borrower is
     the surviving corporation or (B) transfer assets to the
     Borrower and (ii) any wholly owned Subsidiary may merge into
     or consolidate with or transfer assets to or acquire assets
     from any other wholly owned Subsidiary in a transaction in
     which the surviving entity is a wholly owned Subsidiary and
     no Person other than the Borrower or a wholly owned
     Subsidiary receives any consideration;

          (d) if at the time thereof and immediately after giving
     effect thereto no Event of Default or Default shall have
     occurred and be continuing, the Borrower or any Subsidiary
     at any time may sell, transfer or otherwise dispose of all
     or any part of the assets of any Subsidiary (including the
     outstanding capital stock of such Subsidiary) to any Person,
     provided that (i) the consideration in respect of such
     disposition is at least equal to the fair market value of
     such assets and (ii) the book value of such assets (or
     capital stock), when added to the aggregate book value of
     all other assets (or capital stock) previously disposed of
     pursuant to this paragraph (d), does not exceed 25% of
     Consolidated Net Worth at such time (immediately prior to
     giving effect to such disposition);

          (e) if at the time thereof and immediately after giving
     effect thereto no Default or Event of Default shall have
     occurred and be continuing and subject to the further
     conditions set forth below, the Borrower or any Subsidiary
     may acquire all or any part of the assets or capital stock
     or equity interest of any other Person or may merge or
     consolidate with such Person in a transaction in which the
     Borrower or such Subsidiary is the surviving corporation;
     provided, however, that prior to the consummation of such
     transaction, the Borrower shall have provided to the
     Administrative Agent a certificate in reasonable detail
     demonstrating that such merger, acquisition, or consolida
     tion will not, on a pro forma basis, cause a breach of the
     covenants contained in any of Sections 6.04, 6.05, 6.06 or
     6.07 hereof and will not otherwise cause a breach of any
     other covenant required to be performed or observed by the
     Borrower or any Subsidiary hereunder;

          (f) subject to Section 5.09, the Borrower or Metris may
     sell the capital stock of Metris for consideration at least
     equal to the fair market value of the capital stock being
     sold;

          (g) if at the time thereof and immediately after giving
     effect thereto no Event of Default or Default shall have
     occurred and be continuing, the Borrower may sell,
     contribute or otherwise dispose of all or a portion of the
     outstanding capital stock of any of the TV Shopping
     Companies or their joint ventures; and

          (h)  any Credit Card Bank may sell credit cardholder
     accounts (and the related Accounts) of Fingerhut Corporation
     customers to the Borrower or any wholly owned Subsidiary.

          SECTION 6.04.  EBIT Ratio.  In the case of the
Borrower, permit the ratio of (a) Earnings before Interest and
Taxes for any period of 12 consecutive months to (b) Consolidated
Interest Expense for any period of 12 consecutive months to be
less than the greater of (i) 2.5 to 1 and (ii) any more
restrictive ratio that corresponds to the percentage set forth in
Section 8.8 (or any analogous provision) of the Note Purchase
Agreement (it being understood that, for example, 3.0 to 1
corresponds to 300%).

          SECTION 6.05.  Leverage Ratio.  In the case of the
Borrower, permit the Leverage Ratio to exceed the lesser of
(a) 0.6 to 1 and (b) any more restrictive ratio that corresponds
to the percentage set forth in Section 8.1(d) (or any analogous
provision) of the Note Purchase Agreement (it being understood
that, for example, 0.5 to 1 corresponds to 50%).

          SECTION 6.06.  Minimum Consolidated Net Worth.  In the
case of the Borrower, permit Consolidated Net Worth at any time
to be less than $375,000,000.

          SECTION 6.07.  Funding Ratio.  In the case of the
Borrower, permit the ratio of (a) the sum of Total Liabilities
and the Receivables Financing Amount to (b) Consolidated Net
Worth plus the minority equity interest in Metris to be greater
than 6.0 to 1.0.

          SECTION 6.08.  Limitations on Restrictions on Dividends
by Subsidiaries. Permit or place, or permit any Subsidiary to
permit or place, any restriction, directly or indirectly on
(i) the payment of dividends or other distributions by any
Subsidiary to the Borrower or (ii) the making of advances or
other cash payments by any Subsidiary to the Borrower, except, in
either case (x) as specifically set forth in the Note Purchase
Agreement or this Agreement, (y) as may be required under a
Receivables Transfer Program with respect to the frequency of
dividends from FRI or (z) as may be required by non-consensual
restrictions imposed by applicable requirements of law.

          SECTION 6.09.  Limitations on Fingerhut Receivables,
Inc. Permit FRI to engage in any business or business activity
other than the purchasing, holding, owning and selling of the
Accounts of the Borrower and its subsidiaries and any activities
incidental to and necessary or convenient for the accomplishment
of such purposes.


                        ARTICLE VII

                     Events of Default

          In case of the happening of any of the following events
("Events of Default"):

          (a) any representation or warranty made or deemed made
     in or in connection with this Agreement or the borrowings
     hereunder, or any representation, warranty, statement or
     information contained in any report, certificate, financial
     statement or other instrument furnished in connection with
     or pursuant to this Agreement, shall prove to have been
     false or misleading in any respect material to the interests
     of the Lenders when so made, deemed made or furnished;

          (b) default shall be made in the payment of any
     principal of any Loan when and as the same shall become due
     and payable, whether at the due date thereof or at a date
     fixed for prepayment thereof or by acceleration thereof or
     otherwise, or default shall be made in the payment of any
     reimbursement obligation in respect of any Letter of Credit
     when and as the same shall become due and payable;

          (c) default shall be made in the payment of any
     interest on any Loan or any Fee (other than an amount
     referred to in (b) above) due hereunder, when and as the
     same shall become due and payable, and such default shall
     continue unremedied for a period of three Business Days;

          (d) default shall be made in the due observance or
     performance of any covenant, condition or agreement
     contained in Section 5.01(a) (but only with respect to the
     Borrower, any Guarantor or any Significant Subsidiary),
     Section 5.05(a), Section 5.09 or Article VI (other than
     Section 6.01);

          (e) default shall be made in the due observance or
     performance of any covenant, condition or agreement
     contained in Section 5.05(b), (c), (d) or (e) or Sec
     tion 6.01 and such default shall continue unremedied for a
     period of 10 Business Days;

          (f) default shall be made in the due observance or
     performance of any covenant, condition or agreement
     contained hereunder (other than those specified in
     clause (b), (c), (d) or (e) above) and such default shall
     continue unremedied for a period of 30 Business Days after
     notice thereof from the Administrative Agent or the Required
     Lenders to the Borrower;

          (g) the Borrower or any Subsidiary shall (i) fail to
     pay any principal or interest, regardless of amount, due in
     respect of any Indebtedness in a principal amount in excess
     of $10,000,000 or fail to pay any  amount in excess of
     $10,000,000 due in respect of any Rate Protection Agreement,
     in each case when and as the same shall become due and
     payable (after giving effect to any applicable period of
     grace specified in the instrument evidencing or governing
     such Indebtedness or Rate Protection Agreement), (ii) fail
     to observe or perform any other term, covenant, condition or
     agreement contained in any agreement or instrument evi
     dencing or governing any such Indebtedness in a principal
     amount in excess of $10,000,000 after giving effect to any
     applicable period of grace specified in the instrument
     evidencing or governing such Indebtedness, if the effect of
     any failure referred to in this clause (ii) is to cause such
     Indebtedness to become due prior to its stated maturity, or
     (iii) fail to observe or perform any term, covenant,
     condition or agreement contained in the Note Purchase
     Agreement or any other agreement or instrument evidencing or
     governing any of the Private Placement Indebtedness if the
     effect of any failure referred to in this clause (iii) is to
     cause, or to permit the holder or holders of such Private
     Placement Indebtedness (or any Person acting on their
     behalf) to cause, with the giving of notice if required, all
     or any portion of such Private Placement Indebtedness to
     become due prior to its stated maturity;

          (h) (i) an event of default, termination event or
     similar event shall occur which results in the suspension or
     termination of the Borrower's ability to sell receivables
     for cash pursuant to the Receivables Transfer Program or
     (ii) the Borrower shall fail to maintain the existence of
     the Receivables Transfer Program for a period of 30 con
     secutive days other than as a result of an event or
     condition described in clause (i) of this paragraph (h).

          (i) an involuntary proceeding shall be commenced or an
     involuntary petition shall be filed in a court of competent
     jurisdiction seeking (i) relief in respect of the Borrower
     or any Subsidiary, or of a substantial part of the property
     or assets of the Borrower or a Subsidiary, under Title 11 of
     the United States Code, as now constituted or hereafter
     amended, or any other Federal or state bankruptcy,
     insolvency, receivership or similar law, (ii) the
     appointment of a receiver, trustee, custodian, sequestrator,
     conservator or similar official for the Borrower or any
     Subsidiary or for a substantial part of the property or
     assets of the Borrower or a Subsidiary or (iii) the winding-
     up or liquidation of the Borrower or any Subsidiary; and
     such proceeding or petition shall continue undismissed for
     60 days or an order or decree approving or ordering any of
     the foregoing shall be entered;

          (j) the Borrower or any Subsidiary shall (i) volun
     tarily commence any proceeding or file any petition seeking
     relief under Title 11 of the United States Code, as now
     constituted or hereafter amended, or any other Federal or
     state bankruptcy, insolvency, receivership or similar law,
     (ii) consent to the institution of, or fail to contest in a
     timely and appropriate manner, any proceeding or the filing
     of any petition described in paragraph (i) above,
     (iii) apply for or consent to the appointment of a receiver,
     trustee, custodian, sequestrator, conservator or similar
     official for the Borrower or any Subsidiary or for a substan
     tial part of the property or assets of the Borrower or any
     Subsidiary, (iv) file an answer admitting the material
     allegations of a petition filed against it in any such
     proceeding, (v) make a general assignment for the benefit of
     creditors, (vi) become unable, admit in writing its
     inability or fail generally to pay its debts as they become
     due or (vii) take any action for the purpose of effecting
     any of the foregoing;

          (k) one or more judgments for the payment of money in
     an aggregate amount in excess of $10,000,000 shall be
     rendered against the Borrower, any Subsidiary or any
     combination thereof (unless such judgment is covered by
     insurance and the insurer has offered to defend such
     judgment or acknowledged, in writing, its liability with
     respect thereto) and the same shall remain undischarged for
     a period of 30 consecutive days during which execution shall
     not be effectively stayed, or any action shall be legally
     taken by a judgment creditor to levy upon assets or
     properties of the Borrower or any Subsidiary to enforce any
     such judgment (unless the Borrower or Subsidiary, as
     applicable, has previously established reserves under GAAP
     consistently applied for the full amount of such judgment);

          (l) a Reportable Event or Reportable Events, or a
     failure to make a required installment or other payment
     (within the meaning of Section 412(n)(1) of the Code) shall
     have occurred with respect to any Plan or Plans that
     reasonably could be expected to result in liability of the
     Borrower to the PBGC or to a Plan in an aggregate amount
     exceeding $10,000,000 and, within 30 days after the
     reporting of any such Reportable Event to the Administrative
     Agent or after the receipt by the Administrative Agent of
     the statement required pursuant to Section 5.06(b)(iii)
     hereof, the Administrative Agent shall have notified the
     Borrower in writing that (i) the Required Lenders have made
     a determination that, on the basis of such Reportable Event
     or Reportable Events or the failure to make a required
     payment, there are reasonable grounds (A) for the
     termination of such Plan or Plans by the PBGC, (B) for the
     appointment by the appropriate United States district court
     of a trustee to administer such Plan or Plans or (C) for the
     imposition of a lien in favor of a Plan and (ii) as a result
     thereof an Event of Default exists hereunder; or a trustee
     shall be appointed by a United States district court to
     administer any such Plan or Plans; or the PBGC shall
     institute proceedings (including giving notice of intent
     thereof) to terminate any such Plan or Plans;

          (m)(i) the Borrower or any ERISA Affiliate shall have
     been notified by the sponsor of a Multiemployer Plan that it
     has incurred Withdrawal Liability to such Multiemployer
     Plan, (ii) the Borrower or such ERISA Affiliate does not
     have reasonable grounds for contesting such Withdrawal
     Liability or is not contesting such Withdrawal Liability in
     a timely and appropriate manner and (iii) the amount of such
     Withdrawal Liability specified in such notice, when
     aggregated with all other amounts required to be paid to
     Multiemployer Plans in connection with Withdrawal
     Liabilities (determined as of the date or dates of such
     notification) either (A) exceeds $10,000,000 or requires
     payments exceeding $5,000,000 in any year or (B) is less
     than $10,000,000 but any Withdrawal Liability payment
     remains unpaid 30 days after such payment is due; or

          (n) the Borrower or any ERISA Affiliate shall have been
     notified by the sponsor of a Multiemployer Plan that such
     Multiemployer Plan is in reorganization or is being
     terminated, within the meaning of Title IV of ERISA, if
     solely as a result of such reorganization or termination the
     aggregate annual contributions of the Borrower and its ERISA
     Affiliates to all Multiemployer Plans that are then in
     reorganization or have been or are being terminated have
     been or will be increased over the amounts required to be
     contributed to such Multiemployer Plans for their most
     recently completed plan years by an amount exceeding
     $5,000,000;

then, and in every such event (other than an event with respect
to the Borrower described in paragraph (i) or (j) above), and at
any time thereafter during the continuance of such event, the
Administrative Agent, at the request of the Required Lenders,
shall, by notice to the Borrower, take any of the following
actions, at the same or different times:  (i) terminate forthwith
the Commitments; (ii) declare the Loans then outstanding to be
forthwith due and payable in whole or in part, whereupon the
principal of the Loans so declared to be due and payable,
together with accrued interest thereon and any unpaid accrued
Fees and all other liabilities of the Borrower accrued hereunder,
shall become forthwith due and payable, without presentment,
demand, protest or any other notice of any kind, all of which are
hereby expressly waived by the Borrower, anything contained
herein to the contrary notwithstanding and (iii) require that the
Borrower deposit cash with the Administrative Agent, in an amount
equal to the aggregate LC Exposure, as collateral security for
the repayment of any future drawings under the Letters of Credit;
and in any event with respect to the Borrower described in para
graph (i) or (j) above, the Commitments shall automatically
terminate and the principal of the Loans then outstanding,
together with accrued interest thereon and any unpaid accrued
Fees and all other liabilities of the Borrower accrued hereunder,
shall automatically become due and payable, without presentment,
demand, protest or any other notice of any kind, all of which are
hereby expressly waived by the Borrower, anything contained
herein to the contrary notwithstanding, and the Borrower shall
forthwith be required to deposit cash with the Administrative
Agent in an amount equal to the aggregate LC Exposure or shall
deliver to the Administrative Agent a Replacement Letter of
Credit drawable without condition and in a face amount equal to
the aggregate LC Exposure and otherwise satisfactory in all
respects to the Administrative Agent, which Letter of Credit or
cash deposit shall serve as collateral security for the repayment
of any further drawings under the Letters of Credit.


                        ARTICLE VIII

                  The Administrative Agent

          In order to expedite the transactions contemplated by
this Agreement, the Administrative Agent is hereby appointed to
act as agent on behalf of the Lenders.  Each of the Lenders, and
each subsequent holder of any Loan by its acceptance thereof,
hereby irrevocably authorizes the Administrative Agent to take
such actions on behalf of such Lender or holder and to exercise
such powers as are specifically delegated to the Administrative
Agent by the terms and provisions hereof, together with such
actions and powers as are reasonably incidental thereto.  The
Administrative Agent is hereby expressly authorized by the
Lenders, without hereby limiting any implied authority, (a) to
receive on behalf of the Lenders all payments of principal of and
interest on the Loans and all other amounts due to the Lenders
hereunder, and promptly to distribute to each Lender its proper
share of each payment so received; (b) to give notice on behalf
of each of the Lenders to the Borrower of any Event of Default
specified in this Agreement of which the Administrative Agent has
actual knowledge acquired in connection with its agency
hereunder; and (c) to distribute to each Lender copies of all
notices, financial statements and other materials delivered by
the Borrower pursuant to this Agreement as received by the
Administrative Agent.

          Neither the Administrative Agent nor any of its
directors, officers, employees or agents shall be liable as such
for any action taken or omitted by any of them except for its or
his own gross negligence or wilful misconduct, or be responsible
for any statement, warranty or representation herein or the
contents of any document delivered in connection herewith, or be
required to ascertain or to make any inquiry concerning the
performance or observance by the Borrower or any Subsidiary of
any of the terms, conditions, covenants or agreements contained
herein.  The Administrative Agent shall not be responsible to the
Lenders or the holders of the Loans for the due execution,
genuineness, validity, enforceability or effectiveness of this
Agreement, or other notes, instruments or agreements.  The
Administrative Agent shall in all cases be fully protected in
acting, or refraining from acting, in accordance with written
instructions signed by the Required Lenders and, except as
otherwise specifically provided herein, such instructions and any
action or inaction pursuant thereto shall be binding on all the
Lenders and each subsequent holder of any Loan.  The
Administrative Agent shall, in the absence of knowledge to the
contrary, be entitled to rely on any instrument or document
believed by it in good faith to be genuine and correct and to
have been signed or sent by the proper Person or Persons.
Neither the Administrative Agent nor any of its directors,
officers, employees or agents shall have any responsibility to
the Borrower on account of the failure of or delay in performance
or breach by any Lender of any of its obligations hereunder or to
any Lender on account of the failure of or delay in performance
or breach by any other Lender or the Borrower of any of their
respective obligations hereunder or in connection herewith.  The
Administrative Agent may execute any and all duties hereunder by
or through agents or employees and shall be entitled to rely upon
the advice of legal counsel selected by it with respect to all
matters arising hereunder and shall not be liable for any action
taken or suffered in good faith by it in accordance with the
advice of such counsel.

          The Lenders hereby acknowledge that the Administrative
Agent shall be under no duty to take any discretionary action
permitted to be taken by it pursuant to the provisions of this
Agreement unless it shall be requested in writing to do so by the
Required Lenders.

          Subject to the appointment and acceptance of a
successor Administrative Agent as provided below, (i) the
Administrative Agent may resign at any time by notifying the
Lenders, the Issuing Banks and the Borrower and (ii) the
Administrative Agent, at the request of the Borrower and with the
consent of the Required Lenders (which consent shall not be
unreasonably withheld) shall resign.  Upon any such resignation,
the Borrower shall have the right to appoint a successor, subject
to the approval of the Required Lenders (which approval shall not
be unreasonably withheld).  If no successor shall have been so
appointed by the Borrower and approved by the Required Lenders
and shall have accepted such appointment within 30 days after the
retiring Administrative Agent gives notice of its resignation or
the Required Lenders consent to the resignation of the
Administrative Agent, then (i) the retiring Administrative Agent
may, on behalf of the Lenders, appoint a successor Administrative
Agent, if the Administrative Agent shall have resigned by
notifying the Lenders or (ii) otherwise, the Required Lenders may
appoint a successor Administrative Agent to replace the
terminated Administrative Agent, in each case which successor
shall be a bank with an office in New York, New York, having a
combined capital and surplus of at least $500,000,000 or an
Affiliate of any such bank.  Upon the acceptance of any
appointment as Administrative Agent hereunder by a successor
bank, such successor shall succeed to and become vested with all
the rights, powers, privileges and duties of the retiring
Administrative Agent and the retiring Administrative Agent shall
be discharged from its duties and obligations hereunder.  After
the Administrative Agent's resignation hereunder, the provisions
of this Article and Section 10.05 shall continue in effect for
its benefit in respect of any actions taken or omitted to be
taken by it while it was acting as Administrative Agent.

          With respect to the Loans made by it and the Letter of
Credit participations acquired by it hereunder, the
Administrative Agent in its individual capacity and not as
Administrative Agent shall have the same rights and powers as any
other Lender and may exercise the same as though it were not the
Administrative Agent, and the Administrative Agent and its Affili
ates may accept deposits from, lend money to and generally engage
in any kind of business with the Borrower or any Subsidiary or
other Affiliate thereof as if it were not the Administrative
Agent.

          Each Lender agrees (i) to reimburse the Administrative
Agent, on demand, in the amount of its pro rata share (based on
its Commitment hereunder) of any expenses incurred for the
benefit of the Lenders by the Administrative Agent, including
counsel fees and compensation of agents and employees paid for
services rendered on behalf of the Lenders, which shall not have
been reimbursed by the Borrower and (ii) to indemnify and hold
harmless the Administrative Agent and any of its directors,
officers, employees or agents, on demand, in the amount of such
pro rata share, from and against any and all liabilities, taxes,
obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature
whatsoever which may be imposed on, incurred by or asserted
against it in its capacity as the Administrative Agent or any of
them in any way relating to or arising out of this Agreement or
any action taken or omitted by it or any of them under this
Agreement, to the extent the same shall not have been reimbursed
by the Borrower; provided that no Lender shall be liable to the
Administrative Agent for any portion of such liabilities, obliga
tions, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from the gross
negligence or wilful misconduct of the Administrative Agent or
any of its directors, officers, employees or agents.

          Each Lender acknowledges that it has, independently and
without reliance upon the Administrative Agent or any other
Lender and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to
enter into this Agreement.  Each Lender also acknowledges that it
will, independently and without reliance upon the Administrative
Agent or any other Lender and based on such documents and informa
tion as it shall from time to time deem appropriate, continue to
make its own decisions in taking or not taking action under or
based upon this Agreement, any related agreement or any document
furnished hereunder.


                         ARTICLE IX

                         Guarantee

          To induce the Lenders to make the Loans, the Issuing
Banks to issue the Letters of Credit for the account of the
Borrower and the Subsidiaries and the Lenders to acquire
participations in the Letters of Credit, the Guarantor hereby
unconditionally and irrevocably guarantees, as a primary obligor
and not merely as a surety, the due and punctual payment and
performance of all Obligations.  The Guarantor hereby agrees that
its guarantee of the Obligations shall be joint and several with
the guarantee of any Subsidiary which becomes a Guarantor
pursuant to Section 5.08.  All payments by the Guarantor shall be
in lawful money of the United States of America.  Each and every
default in payment of the principal of and premium, if any, or
interest on any Obligations shall give rise to a separate cause
of action hereunder, and separate suits may be brought hereunder
as each cause of action arises.

          The Guarantor waives presentation to, demand of payment
from and protest to the Borrower of any of the Obligations, and
also waives notice of acceptance of this Guarantee and notice of
protest for nonpayment and all other formalities.  The
obligations of the Guarantor hereunder shall not be discharged or
impaired or otherwise affected by (a) the failure or delay of any
Lender or the Administrative Agent to assert any claim or demand
or to enforce any right or remedy against the Borrower, the
Guarantor or any other Person under the provisions of this
Agreement or otherwise; (b) any extension or renewal of any of
the Obligations; (c) any rescission, waiver, amendment or
modification of any of the terms or provisions of this Agreement,
any guarantee or any other agreement or instrument; (d) the
release of (or the failure to perfect a security interest in) any
security held by the Administrative Agent or any Lender for the
performance of any of the Obligations; (e) the failure or delay
of any Lender or the Administrative Agent to exercise any right
or remedy against any other Guarantor or any other guarantor of
the Obligations; (f) the release of any other Guarantor; (g) the
failure of any Lender or the Administrative Agent to assert any
claim or demand or to enforce any remedy under this Agreement,
any guarantee or any other agreement or instrument; (h) any
default, failure or delay, wilful or otherwise, in the
performance of the Obligations; or (i) any other act, omission or
delay to do any other act which may or might in any manner or to
any extent vary the risk of the Guarantor or otherwise operate as
a discharge of the Guarantor as a matter of law or equity or
which would impair or eliminate any right of the Guarantor to
subrogation.

          The Guarantor further agrees that this Guarantee
constitutes a guarantee of payment when due and not of
collection, and waives any right to require that any resort be
had by any Lender to any security held for payment of the
Obligations or to any balance of any deposit account or credit on
the books of such Lender in favor of the Borrower or any other
Person.  The Administrative Agent and the Lenders, in their sole
discretion, shall have the right to proceed first and directly
against the Guarantor.

          The obligations of the Guarantor hereunder shall not be
subject to any reduction, limitation, impairment or termination
for any reason, including any claim of waiver, release,
surrender, alteration or compromise, and shall not be subject to
any defense or setoff, counterclaim, recoupment or termination
whatsoever by reason of the invalidity, illegality or
unenforceability of the Obligations or otherwise.

          The Guarantor further agrees that this Guarantee shall
continue to be effective or be reinstated, as the case may be, if
at any time any payment, or any part thereof, on any Obligation
is rescinded or must otherwise be restored by any Lender upon the
bankruptcy or reorganization of the Borrower or otherwise.

          In furtherance of the foregoing and not in limitation
of any other right which the Administrative Agent or any Lender
may have at law or in equity against the Guarantor by virtue
hereof, upon the failure of the Borrower to pay any Obligation
when and as the same shall become due, whether at maturity, by
acceleration, prepayment or otherwise, the Guarantor hereby
promises to and will, upon receipt of written demand by the
Administrative Agent or the Required Lenders, forthwith pay, or
cause to be paid, to the Administrative Agent for distribution to
the Lenders in cash an amount equal to the sum of (i) the unpaid
principal amount of such Obligations then due, (ii) accrued and
unpaid interest on such Obligations and (iii) all other monetary
Obligations then due, and thereupon the Lenders shall assign
(without recourse or warranty of any kind) such Obligations owed
to it and paid by the Guarantor, together with their rights in
respect of all security interests in the property and assets of
the Borrower, if any, then held by them in respect of such Obliga
tions, to the Guarantor, such assignment to be pro tanto to the
extent to which the Obligations in question were discharged by
the Guarantor, or make such other disposition thereof as the
Guarantor shall direct (all without recourse to the
Administrative Agent or any Lender and without any representation
or warranty by the Administrative Agent or such Lender).

          Upon payment by the Guarantor of any sums to the
Lenders hereunder, all rights of the Guarantor against the
Borrower arising as a result thereof shall in all respects be
subordinate and junior in right of payment to the prior
indefeasible payment in full of all the Obligations and, if any
payment shall be made to the Guarantor on account of such rights
prior to the indefeasible payment in full of all the Obligations,
such payment shall forthwith be paid to the Lenders to be
credited and applied against the Obligations to the extent
necessary to discharge such Obligations.

          The Guarantor waives notice of and hereby consents to
any agreements or arrangements whatsoever by the Administrative
Agent or the Lenders with any other Person pertaining to the
Obligations, including agreements and arrangements for payment,
extension, subordination, composition, arrangement, discharge or
release of the whole or any part of the Obligations, or for the
discharge or surrender of any or all security, or for compromise,
whether by way of acceptance of part payment or otherwise, and
the same shall in no way impair the Guarantor's liability
hereunder.  Nothing shall discharge or satisfy the liability of
the Guarantor hereunder except the full performance and payment
of the Obligations.

          Each reference herein to the Lenders or a Lender shall
be deemed to include their or its successors and assigns, in
whose favor the provisions of this Guarantee shall also inure.

          If at any time the Purchasers shall release any of the
guarantors guaranteeing the obligations of the Borrower under the
Note Purchase Agreement, and such guarantor is a Guarantor
hereunder at such time, such Guarantor shall be, and is hereby
without further action by the Lenders or any other Person,
released from the guarantee provided in this Article IX (or in
any other document, in the case of a Subsidiary that becomes a
Guarantor after the Restatement Closing Date), provided, that, as
an additional condition to such release, the Administrative Agent
shall have received confirmation from each of S&P and Moody's
that, subsequent to such release, the Index Debt shall be rated
BBB- or above by S&P and Baa3 or above by Moody's.

          The obligations of each Guarantor under this Article IX
shall automatically terminate upon (a) any disposition, in
compliance with the terms of Section 6.03, by the Borrower,
directly or indirectly, of capital stock of such Guarantor
following which disposition such Guarantor is no longer a
Subsidiary or (b) any sale, in compliance with the terms of
Section 6.03, of all or substantially all of the assets of such
Guarantor that results in such Guarantor no longer being a
Significant Subsidiary.


                         ARTICLE X

                       Miscellaneous

          SECTION 10.01.  Notices.  Notices and other com
munications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed or sent by
telecopier, as follows:

          (a) if to the Borrower, to it at 4400 Baker Road,
     Minnetonka, Minnesota 55343, Attention of Chief Financial
     Officer (Telecopy No. 612-932-3750);

          (b) if to the Administrative Agent, to it at Chase
     Agency Services, Grand Central Tower, 140 East 45th Street,
     New York, NY 10017, Attention: Miranda Chin (Telecopy No.
     212-622-1308) and, in the case of Competitive Bid matters,
     with a copy to Chase Securities Inc., Ten South LaSalle
     Street, Suite 2300, Chicago, Illinois 60603-1097, Attention
     of Paul Doran (Telecopy No. (312) 346-9310); and

          (c) if to a Lender, to it at its address (or telecopy
     number) set forth in Schedule 2.01 or in the Assignment and
     Acceptance pursuant to which such Lender became a party
     hereto.

All notices and other communications given to any party hereto in
accordance with the provisions of this Agreement shall be deemed
to have been given on the date of receipt if delivered by hand or
overnight courier service or sent by telecopy or other
telegraphic communications equipment of the sender, or on the
date five Business Days after dispatch by certified or registered
mail if mailed, in each case delivered, sent or mailed (properly
addressed) to such party as provided in this Section 10.01 or in
accordance with the latest unrevoked direction from such party
given in accordance with this Section 10.01.

          SECTION 10.02.  Survival of Agreement.  All covenants,
agreements, representations and warranties made by the Borrower
herein and in the certificates or other instruments prepared or
delivered in connection with or pursuant to this Agreement shall
be considered to have been relied upon by the Lenders and shall
survive the making by the Lenders of the Loans, regardless of any
investigation made by the Lenders or on their behalf, and shall
continue in full force and effect as long as the principal of or
any accrued interest on any Loan or any Fee or any other amount
payable under this Agreement is outstanding and unpaid and so
long as the Commitments have not been terminated.

          SECTION 10.03.  Binding Effect.  This Agreement shall
become effective when (a) this Agreement shall have been executed
by the Borrower, the Guarantor, the Administrative Agent and each
Lender; (b) the Administrative Agent shall have received, with a
counterpart for each Lender, a copy of the resolutions of the
Board of Directors of the Borrower and the Guarantor authorizing
the execution, delivery and performance of this Agreement
certified by the Secretary or an Assistant Secretary of the
Borrower or the Guarantor, as the case may be, as of the Closing
Date, which certificate shall state that the resolutions thereby
certified have not been amended, modified, revoked or rescinded;
(c) the Administrative Agent shall have received, with a
counterpart for each Lender, true and complete copies of the
certificate of incorporation and by-laws of the Borrower and the
Guarantor, certified as of the Closing Date as complete and
correct copies thereof by the Secretary or an Assistant Secretary
of the Borrower or the Guarantor, as the case may be; (d) the
Administrative Agent shall have received, with a counterpart for
each Lender, the executed legal opinion of counsel to the
Borrower and the Guarantor (which may be in-house), in form and
substance reasonably satisfactory to the Administrative Agent;
(e) a $300,000,000 Revolving Credit and Letter of Credit Facility
(the "Metris Facility") for Metris shall have become effective;
and (f) a $400,000,000 increase in the Fingerhut Liquidity
Agreement and concurrent increases in the Class B, Class C and
Owner Trust Certificates associated therewith shall have become
effective; and thereafter this Agreement shall be binding upon
and inure to the benefit of the Borrower, the Administrative
Agent and each Lender and their respective successors and
assigns, except that the Borrower shall not have the right to
assign its rights hereunder or any interest herein without the
prior consent of all the Lenders.

          SECTION 10.04.  Successors and Assigns.  (a)  Whenever
in this Agreement any of the parties hereto is referred to, such
reference shall be deemed to include the successors and assigns
of such party; and all covenants, promises and agreements by or
on behalf of the Borrower, the Administrative Agent or the
Lenders that are contained in this Agreement shall bind and inure
to the benefit of their respective successors and assigns.

          (b)  Each Lender may assign to one or more assignees
all or a portion of its interests, rights and obligations under
this Agreement (including all or a portion of its Commitment and
the Loans at the time owing to it); provided, however, that
(i) except in the case of an assignment to a Lender or an
Affiliate of such Lender, the Borrower, the Issuing Banks and the
Administrative Agent must give their prior written consent to
such assignment (which consent, in each case, shall not be
unreasonably withheld); (ii) unless otherwise agreed by the
Borrower and the Administrative Agent, the amount of the Commit
ment of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and Acceptance with
respect to such assignment is delivered to the Administrative
Agent) shall not be less than $4,000,000 (or, if less, the then-
remaining Commitment of the assigning Lender) and the amount of
the Commitment of such Lender remaining after such assignment
shall not be less than $4,000,000 or shall be zero; (iii) the
parties to each such assignment shall execute and deliver to the
Administrative Agent an Assignment and Acceptance, together with
a processing and recordation fee of $3,500 (to be paid by the
assignee or the assignor); and (iv) after giving effect thereto,
(x) the Commitment Percentage of the assigning Lender shall equal
such Lender's "Commitment Percentage" under and as defined in the
Metris Facility and (y) the Commitment Percentage of the assignee
shall equal such assignee's "Commitment Percentage" under and as
defined in the Metris Facility.  Upon acceptance and recording
pursuant to paragraph (e) of this Section 10.04, from and after
the effective date specified in each Assignment and Acceptance,
which effective date shall be at least five Business Days after
the execution thereof, (A) the assignee thereunder shall be a
party hereto and, to the extent of the interest assigned by such
Assignment and Acceptance, have the rights and obligations of a
Lender under this Agreement and (B) the assigning Lender there
under shall, to the extent of the interest assigned by such
Assignment and Acceptance, be released from its obligations under
this Agreement (and, in the case of an Assignment and Acceptance
covering all or the remaining portion of an assigning Lender's
rights and obligations under this Agreement, such Lender shall
cease to be a party hereto (but shall continue to be entitled to
the benefits of Sections 2.13, 2.16, 2.20 and 10.05, as well as
to any Fees accrued for its account hereunder and not yet paid)).
Notwithstanding the foregoing, any Lender assigning its rights
and obligations under this Agreement may retain any Competitive
Loans made by it outstanding at such time, and in such case shall
retain its rights hereunder in respect of any Loans so retained
until such Loans have been repaid in full in accordance with this
Agreement.

          (c)  By executing and delivering an Assignment and
Acceptance, the assigning Lender thereunder and the assignee
thereunder shall be deemed to confirm to and agree with each
other and the other parties hereto as follows:  (i) such
assigning Lender warrants that it is the legal and beneficial
owner of the interest being assigned thereby free and clear of
any adverse claim and that its Commitment, and the outstanding
balances of its Standby Loans and Competitive Loans, in each case
without giving effect to assignments thereof which have not
become effective, are as set forth in such Assignment and
Acceptance, (ii) except as set forth in (i) above, such assigning
Lender makes no representation or warranty and assumes no respon
sibility with respect to any statements, warranties or repre
sentations made in or in connection with this Agreement, or the
execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or any other instrument or
document furnished pursuant hereto or the financial condition of
the Borrower or any Subsidiary or the performance or observance
by the Borrower or any Subsidiary of any of its obligations under
this Agreement or any other instrument or document furnished
pursuant hereto; (iii) such assignee represents and warrants that
it is legally authorized to enter into such Assignment and
Acceptance; (iv) such assignee confirms that it has received a
copy of this Agreement, together with copies of the most recent
financial statements delivered pursuant to Section 5.04 and such
other documents and information as it has deemed appropriate to
make its own credit analysis and decision to enter into such
Assignment and Acceptance; (v) such assignee will independently
and without reliance upon the Administrative Agent, such
assigning Lender or any other Lender and based on such documents
and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking
action under this Agreement; (vi) such assignee appoints and
authorizes the Administrative Agent to take such action as agent
on its behalf and to exercise such powers under this Agreement as
are delegated to the Administrative Agent by the terms hereof,
together with such powers as are reasonably incidental thereto;
and (vii) such assignee agrees that it will perform in accordance
with their terms all the obligations which by the terms of this
Agreement are required to be performed by it as a Lender.

          (d)  The Administrative Agent shall maintain at one of
its offices in the City of New York a copy of each Assignment and
Acceptance delivered to it and a register for the recordation of
the names and addresses of the Lenders, and the Commitment of,
and principal amount of the Loans owing to, each Lender pursuant
to the terms hereof from time to time (the "Register").  The
entries in the Register shall be conclusive in the absence of
manifest error and the Borrower, the Administrative Agent and the
Lenders may treat each Person whose name is recorded in the
Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement.  The Register shall be available
for inspection by the Borrower and any Lender, at any reasonable
time and from time to time upon reasonable prior notice.

          (e)  Upon its receipt of a duly completed Assignment
and Acceptance executed by an assigning Lender and an assignee,
an administrative questionnaire in form satisfactory to the
Administrative Agent completed in respect of the assignee (unless
the assignee shall already be a Lender hereunder), the processing
and recordation fee referred to in paragraph (b) above and, if
required, the written consent of the Borrower and the
Administrative Agent to such assignment, the Administrative Agent
shall (i) accept such Assignment and Acceptance, (ii) record the
information contained therein in the Register and (iii) give
prompt notice thereof to the Lender and the Issuing Banks.

          (f)  Each Lender may without the consent of the
Borrower or the Administrative Agent sell participations to one
or more banks or other entities in all or a portion of its rights
and obligations under this Agreement (including all or a portion
of its Commitment and the Loans owing to it); provided, however,
that (i) such Lender's obligations under this Agreement shall
remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of
such obligations, (iii) the participating banks or other entities
shall be entitled to the benefit of the cost protection
provisions contained in Sections 2.13 and 2.16 limited, as to
each participant, to the amount the selling Lender could claim
and (iv) the Borrower, the Administrative Agent and the other
Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations
under this Agreement, and such Lender shall retain the sole right
to enforce the obligations of the Borrower relating to the Loans
and to approve any amendment, modification or waiver of any
provision of this Agreement (other than amendments, modifications
or waivers decreasing any fees payable hereunder or the amount of
principal of or the rate at which interest is payable on the
Loans, or extending any scheduled principal payment date or date
fixed for the payment of principal of or interest on the Loans).

          (g)  Any Lender or participant may, in connection with
any assignment or participation or proposed assignment or
participation pursuant to this Section 10.04, disclose to the
assignee or participant or proposed assignee or participant any
information relating to the Borrower furnished to such Lender by
or on behalf of the Borrower; provided that, prior to any such
disclosure of information designated by the Borrower as
confidential, each such assignee or participant or proposed
assignee or participant shall execute an agreement whereby such
assignee or participant shall agree (subject to customary
exceptions) to preserve the confidentiality of such confidential
information.  It is understood that confidential information
relating to the Borrower would not ordinarily be provided in
connection with assignments or participations of Competitive
Loans.

          (h)  Notwithstanding the limitations set forth in
paragraph (b) above, (i) any Lender may at any time assign or
pledge all or any portion of its rights under this Agreement to a
Federal Reserve Bank and (ii) any Lender which is a "fund" may at
any time assign or pledge all or any portion of its rights under
this Agreement to secure such Lender's indebtedness, in each case
without the prior written consent of the Borrower or the
Administrative Agent; provided that each such assignment shall be
made in accordance with applicable law and no such assignment
shall release a Lender from any of its obligations hereunder.  In
order to facilitate any such assignment, the Borrower shall, at
the request of the assigning Lender, duly execute and deliver to
the assigning Lender a registered promissory note or notes
evidencing the Loans made to the Borrower by the assigning Lender
hereunder.

          (i)  The Borrower shall not assign or delegate any of
its respective rights and duties hereunder.

          SECTION 10.05.  Expenses; Indemnity.  (a)  The Borrower
agrees to pay all reasonable out-of-pocket expenses incurred by
the Administrative Agent in connection with the preparation of
this Agreement or in connection with any amendments, modifica
tions or waivers of the provisions hereof (whether or not the
transactions hereby contemplated shall be consummated) or
incurred by the Administrative Agent, Issuing Banks or any Lender
in connection with the enforcement or protection of their rights
in connection with this Agreement or in connection with the Loans
made hereunder, including the reasonable fees and disbursements
of Simpson Thacher & Bartlett, counsel for the Administrative
Agent, and, in connection with any such amendment, modification
or waiver, the fees and disbursements of any common counsel, and,
in connection with any such enforcement or protection, the fees
and disbursements of any counsel for the Administrative Agent or
any Lender.  The Borrower further agrees that it shall indemnify
the Administrative Agent, the Issuing Bank and the Lenders from
and hold them harmless against any documentary taxes, assessments
or charges made by any Governmental Authority by reason of the
execution and delivery of this Agreement.

          (b)  The Borrower agrees to indemnify the
Administrative Agent, the Issuing Banks, each Lender and their
directors, officers, employees and agents (each such Person being
called an "Indemnitee") against, and to hold each Indemnitee
harmless from, any and all losses, claims, damages, liabilities
and related expenses, including reasonable counsel fees and
expenses, incurred by or asserted against any Indemnitee arising
out of, in any way connected with, or as a result of (i) the
execution or delivery of this Agreement or any agreement or
instrument contemplated thereby, the performance by the parties
thereto of their respective obligations thereunder or the
consummation of the Transactions and the other transactions
contemplated thereby, (ii) the use of the proceeds of the Loans
or (iii) any claim, litigation, investigation or proceeding
relating to any of the foregoing, whether or not any Indemnitee
is a party thereto; provided, however, that such indemnity shall
not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses are
determined by a court of competent jurisdiction by final and
nonappealable judgment to have resulted from the gross negligence
or wilful misconduct of such Indemnitee; provided further,
however, that the Borrower will only be liable for the fees of a
single firm which shall act as common counsel for the Lenders,
except in the case where (i) a Lender reasonably determines based
upon the written advice of legal counsel, a copy of which shall
be provided to the Borrower, in its judgment that having common
counsel would present such counsel with a conflict of interest,
(ii) a Lender reasonably concludes that there may be legal
defenses available to it that are different from or in addition
to those available to other Lenders or (iii) defense of any
action or proceeding is not assumed by the Lenders.

          (c)  The provisions of this Section 10.05 shall remain
operative and in full force and effect regardless of the
expiration of the term of this Agreement, the consummation of the
transactions contemplated hereby, the repayment of any of the
Loans, the invalidity or unenforceability of any term or
provision of this Agreement, or any investigation made by or on
behalf of the Administrative Agent or any Lender.  All amounts
due under this Section 10.05 shall be payable on written demand
therefor accompanied by evidence in reasonable detail sufficient
to identify the nature and amount of the expense so incurred.

          SECTION 10.06.  Right of Setoff.  If an Event of
Default shall have occurred and be continuing, each Lender is
hereby authorized at any time and from time to time, to the
fullest extent permitted by law, to set off and apply any and all
deposits (general or special, time or demand, provisional or
final) at any time held and other indebtedness at any time owing
by such Lender to or for the credit or the account of the
Borrower against any of and all the obligations of the Borrower
now or hereafter existing under this Agreement, irrespective of
whether or not such Lender shall have made any demand under this
Agreement and although such obligations may be unmatured.  The
rights of each Lender under this Section are in addition to other
rights and remedies (including other rights of setoff) which such
Lender may have.  Each Lender agrees promptly to notify the
Borrower of any such setoff and the application thereof made by
such Lender.

          SECTION 10.07.  Applicable Law.  THIS AGREEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK.

          SECTION 10.08.  Waivers; Amendment.  (a)  No failure or
delay of the Administrative Agent, the Issuing Bank or any Lender
in exercising any power or right hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any
such right or power, or any abandonment or discontinuance of
steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or
power.  The rights and remedies of the Administrative Agent, the
Issuing Bank and the Lenders hereunder are cumulative and are not
exclusive of any rights or remedies which they would otherwise
have.  No waiver of any provision of this Agreement or consent to
any departure by the Borrower therefrom shall in any event be
effective unless the same shall be permitted by para
graph (b) below, and then such waiver or consent shall be effec
tive only in the specific instance and for the purpose for which
given.  No notice or demand on the Borrower in any case shall
entitle the Borrower to any other or further notice or demand in
similar or other circumstances.

          (b)  Neither this Agreement nor any provision hereof
may be waived, amended or modified except pursuant to an
agreement or agreements in writing entered into by the Borrower
and the Required Lenders; provided, however, that no such
agreement shall (i) decrease the principal amount of, or extend
the maturity of or any scheduled principal payment date or date
for the payment of any interest on any Loan, or waive or excuse
any such payment or any part thereof, or decrease the rate of
interest on any Loan, without the prior written consent of each
Lender affected thereby, (ii) change the Commitment or decrease
the Facility Fee of any Lender without the prior written consent
of such Lender, (iii) amend or modify the provisions of Sec
tion 2.17, the provisions of this Section or the definition of
the "Required Lenders", without the prior written consent of each
Lender or (iv) release or otherwise limit or modify the
obligations of any Guarantor (except as provided in Article IX),
in each case without the prior written consent of each Lender;
provided further that no such agreement shall amend, modify or
otherwise affect the rights or duties of the Administrative Agent
hereunder without the prior written consent of the Administrative
Agent.  Each Lender and each holder of a Loan shall be bound by
any waiver, amendment or modification authorized by this Section,
and any consent by any Lender or holder of a Loan pursuant to
this Section shall bind any Person subsequently acquiring a Loan
from it.

          SECTION 10.09.  Interest Rate Limitation.  Notwith
standing anything herein to the contrary, if at any time the
applicable interest rate, together with all fees and charges
which are treated as interest under applicable law (collectively,
the "Charges"), as provided for herein or in any other document
executed in connection herewith, or otherwise contracted for,
charged, received, taken or reserved by any Lender, shall exceed
the maximum lawful rate (the "Maximum Rate") which may be
contracted for, charged, taken, received or reserved by such
Lender in accordance with applicable law, the rate of interest
payable in respect of the Loans held by such Lender, together
with all Charges payable to such Lender, shall be limited to the
Maximum Rate.

          SECTION 10.10.  Entire Agreement.  This Agreement and
the letter agreement referred to in Section 2.06 constitute the
entire contract between the parties relative to the subject
matter hereof.  Any previous agreement among the parties with
respect to the subject matter hereof is superseded by this
Agreement.  Nothing in this Agreement, expressed or implied, is
intended to confer upon any party other than the parties hereto
and thereto any rights, remedies, obligations or liabilities
under or by reason of this Agreement.

          SECTION 10.11.  Waiver of Jury Trial.  Each party
hereto hereby waives, to the fullest extent permitted by
applicable law, any right it may have to a trial by jury in
respect of any litigation directly or indirectly arising out of,
under or in connection with this Agreement.  Each party hereto
(a) certifies that no representative, agent or attorney of any
other party has represented, expressly or otherwise, that such
other party would not, in the event of litigation, seek to
enforce the foregoing waiver and (b) acknowledges that it and the
other parties hereto have been induced to enter into this Agree
ment by, among other things, the mutual waivers and
certifications in this Section 10.11.

          SECTION 10.12.  Severability.  In the event any one or
more of the provisions contained in this Agreement should be held
invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained
herein and therein shall not in any way be affected or impaired
thereby.  The parties shall endeavor in good-faith negotiations
to replace the invalid, illegal or unenforceable provisions with
valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable
provisions.

          SECTION 10.13.  Counterparts.  This Agreement may be
executed in two or more counterparts, each of which shall
constitute an original but all of which when taken together shall
constitute but one contract, and shall become effective as
provided in Section 10.03.

          SECTION 10.14.  Headings.  The cover page, the Article
and Section headings and the Table of Contents used herein are
for convenience of reference only, are not part of this Agreement
and are not to affect the construction of, or to be taken into
consideration in interpreting, this Agreement.

          SECTION 10.15.  Jurisdiction; Consent to Service of
Process.  (a)  Each of the parties hereto agrees that a final
judgment in any New York State court or any Federal court of the
United States of America sitting in New York City shall be
conclusive and may be enforced in other jurisdictions by suit on
the judgment or in any other manner provided by law.  Nothing in
this Agreement shall affect any right that any party hereto may
have to bring any action or proceeding relating to this Agreement
in the courts of any jurisdiction.

          (b)  The Borrower and each Guarantor hereby irrevocably
and unconditionally waives, to the fullest extent it may legally
and effectively do so, any objection which it may now or here
after have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement in any
New York State or Federal court.  Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by
law, the defense of an inconvenient forum to the maintenance of
such action or proceeding in any such court.

          (c)  Each party to this Agreement irrevocably consents
to service of process in the manner provided for notices in
Section 10.01.  Nothing in this Agreement will affect the right
of any party to this Agreement to serve process in any other
manner permitted by law.

          SECTION 10.16.  Confidentiality.  Unless otherwise
agreed to in writing by the Borrower, the Administrative Agent
and each Lender hereby agree to keep all Proprietary Information
(as defined below) confidential and not to disclose or reveal any
Proprietary Information to any Person other than the
Administrative Agent's or such Lender's directors, officers,
employees, Affiliates and agents and to actual or potential
assignees and participants, and then only on a confidential
basis;  provided, however, that the Administrative Agent or any
Lender may disclose Proprietary Information (a) as required by
law, rule, regulation or judicial process, (b) to its attorneys
and accountants or (c) as requested or required by any state or
Federal or foreign authority or examiner regulating banks or
banking.  For purposes of this Agreement, the term "Proprietary
Information" shall include all information about the Borrower or
any of its Affiliates which has been furnished by the Borrower or
any of its Affiliates, whether furnished before or after the date
hereof, and regardless of the manner in which it is furnished;
provided, however, that Proprietary Information does not include
information which (x) is or becomes generally available to the
public other than as a result of a disclosure by the
Administrative Agent or any Lender not permitted by this
Agreement, (y) was available to the Administrative Agent or any
Lender on a nonconfidential basis prior to its disclosure to the
Administrative Agent or such Lender by the Borrower or any of its
Affiliates from a Person who is not otherwise bound by a
confidentiality agreement with the Company or any of its
Affiliates or is not otherwise prohibited from transmitting the
information to the Administrative Agent or such Lender or
(z) becomes available to the Administrative Agent or any Lender
on a nonconfidential basis from a Person other than the Borrower
or its Affiliates who is not otherwise bound by a confidentiality
agreement with the Company or any of its Affiliates, or is not
otherwise prohibited from transmitting the information to the
Administrative Agent or such Lender.  In addition, the terms of
any confidentiality agreement between any Lender and the Parent
or the Borrower will remain in full force and effect pursuant to
the terms thereof.

          IN WITNESS WHEREOF, the Borrower, the Administrative
Agent, the Guarantor and the Lenders have caused this Agreement
to be duly executed by their respective authorized officers as of
the day and year first above written.


                                                       FINGERHUT
                              COMPANIES, INC., as Borrower


                              By
                                  Name:
                                  Title:


                              By
                                  Name:
                                  Title:


                                                       FINGERHUT
                              CORPORATION, as a Guarantor


                              By
                                  Name:
                                  Title:


                                                       THE CHASE
                              MANHATTAN BANK, individually and as
                              Administrative Agent and an Issuing Bank


                              By
                                  Name:
                                  Title:


                                                       NATIONSBANK,
                              N.A., individually and as Co-Agent


                              By
                                  Name:
                                  Title:

                                                       BANK OF AMERICA
                              ILLINOIS, individually and as an Issuing
                              Bank


                              By
                                  Name:
                                  Title:


                              THE BANK OF NEW YORK


                              By
                                  Name:
                                  Title:


                              THE BANK OF NOVA SCOTIA


                              By
                                  Name:
                                  Title:


                                                       BANK OF TOKYO-
                              MITSUBISHI, LTD., Chicago Branch


                              By
                                  Name:
                                  Title:


                                                       COMMERZBANK
                              AKTIENGESELLSCHAFT, Grand Cayman Branch


                              By
                                  Name:
                                  Title:


                              By
                                  Name:
                                  Title:


                              CAISSE NATIONALE DE CREDIT AGRICOLE


                              By
                                  Name:
                                  Title:


                                                       CREDIT LYONNAIS
                              CHICAGO BRANCH


                              By
                                  Name:
                                  Title:


                              THE DAI-ICHI KANGYO BANK, LTD.


                              By
                                  Name:
                                  Title:


                                                       DEUTSCHE BANK
                              AG-CHICAGO BRANCH and/or CAYMAN ISLAND
                              BRANCH


                              By
                                  Name:
                                  Title:


                              By
                                  Name:
                                  Title:


                                                       DEUTSCHE
                              GENOSSENSCHAFTSBANK-CAYMAN ISLAND BRANCH


                              By
                                  Name:
                                  Title:


                              By
                                  Name:
                                  Title:


                                                       FIRST BANK
                              N.A., individually and as an Issuing
                              Bank


                              By
                                  Name:
                                  Title:


                              THE FIRST NATIONAL BANK OF CHICAGO


                              By
                                  Name:
                                  Title:


                                                       FIRST UNION
                              NATIONAL BANK OF NORTH CAROLINA


                              By
                                  Name:
                                  Title:


                              THE FUJI BANK, LIMITED,
                              CHICAGO BRANCH


                              By
                                  Name:
                                  Title:


                                                       THE INDUSTRIAL
                              BANK OF JAPAN, LIMITED, CHICAGO BRANCH


                              By
                                  Name:
                                  Title:


                              THE LONG-TERM CREDIT BANK OF JAPAN,
                              LIMITED, CHICAGO BRANCH


                              By
                                  Name:
                                  Title:

                                                       THE MITSUI
                              TRUST AND BANKING COMPANY, LIMITED, NEW
                              YORK BRANCH


                              By
                                  Name:
                                  Title:


                                                       NORDDEUTSCHE
                              LANDESBANK GIROZENTRALE-NEW YORK and/or
                              CAYMAN ISLAND BRANCH


                              By
                                  Name:
                                  Title:


                              By
                                  Name:
                                  Title:


                                                       NORWEST BANK
                              MINNESOTA, NATIONAL ASSOCIATION,
                              individually and as an Issuing Bank


                              By
                                  Name:
                                  Title:


                              THE SAKURA BANK, LIMITED


                              By
                                  Name:
                                  Title:


                                                       UNION BANK OF
                              SWITZERLAND, NEW YORK BRANCH


                              By
                                  Name:
                                  Title:


                              By
                                  Name:
                                  Title:

                                                       THE YASUDA
                              TRUST AND BANKING CO.,   LIMITED


                              By
                                  Name:
                                  Title: