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                                 [logo] OTTO
                                                                   Exhibit 10.28
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Vorstand
        November 9, 2001

        To the Lenders Referred to Below
        c/o Mr. Hans-Josef Thiele
        Deutsche Bank AG, New York Branch
        As Administrative Agent
        31 West 52/nd/ Street, 24/th/ Floor
        New York, New York 10019

        Ladies and Gentlemen:

        We refer to the following: (x) that certain Second Amended and Restated
        Revolving Credit Agreement dated as of June 30, 2000, as amended (the
        "Second Amended Agreement") by and among Spiegel, Inc. (the "Borrower"),
        the Lenders party thereto, the Agents, the Joint Lead Arrangers and Book
        Runners and the Issuer; (y) that certain 364- Day Revolving Credit
        Agreement dated as of June 30, 2000, as amended (together with the
        Second Amended Agreement referred to herein as, the "Credit Agreements")
        by and among the Borrower, the Lenders party thereto, the Agents, the
        Joint Lead Arrangers and Book Runners and the Issuer; and (z) to the
        letter of support provided previously by Otto Versand (GmbH 62 Co) with
        respect to the Credit Agreements.

        This letter supplements and is in addition to that prior letter of
        support, and represents our continued commitment to the Borrower as an
        essential component of Otto's retail presence in the United States of
        America. In view of this continued commitment and in consideration of
        the Waiver Letter being provided by the Lenders to the Borrower, from
        the date hereof until the earlier of (1) June 15,2002 and (2) the
        Borrower's refinancing or repayment of the Credit Agreements, we are
        willing to provide to the Borrower up to $100 million of liquidity
        support (the "Loan"), with the understanding that the first $50 million
        of any such Loan (which has already been provided) will not be due and
        payable or be repaid by the Borrower until such time that a capital
        restructuring including the refinancing or repayment of the Credit
        Agreements is finalized by the Borrower and the Lenders. Another
        understanding would be that any accrued interest on any such support
        shall not be payable until after such capital restructuring occurs. The
        basic terms of the Loan, incIuding interest rate, term and maturity,
        shall be as set forth on the attached Exhibit A.

        This letter shall be governed by the laws of the State of Illinois
        applicable to contracts made and to be performed entirely within such
        State.

        Very truly yours,

        Otto Versand (GmbH & Co)

        By: /s/ Dr. Otto                    By: /s/ Dr. Crusemann
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               (Dr. Otto)                          (Dr. Crusemann)

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                                 [logo] OTTO
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Vorstand

        AGREED AND ACCEPTED:

        DEUTSCHE BANK AG, New York Branch,
        as Administrative Agent on behalf of the Lenders

        By: /s/ Hans-Josef Thiefe
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                Hans-Josef Thiefe
                Director

        By: /s/ Christian Dallwitz
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                Christian Dallwitz
                Vice President

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                                 Exhibit A
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                              General Terms of
          Otto Versand (GmbH & Co) Line of Credit to Spiegel, Inc.

1.     Liquidity support line of credit of up to $100 million to be made
       available by Otto Versand to Spiegel

2.     Line available until earlier of June 15,2002 or when Spiegel refinances
       or repays the Credit Agreements

3.     Interest rate set per Schedule III Pricing Grid to Credit Agreements

4.     Interest accrues from funding date, but cannot be repaid until earlier
       of June 15,2002 or when Spiegel refinances or repays the Credit
       Agreements

5.     First $50 million of outstanding principal cannot be repaid until capital
       restructuring of Spiegel including the refinancing or repayment of the
       Credit Agreements occurs