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                                                                   Exhibit 10.21

                             SECOND AMENDMENT TO
                      LETTER OF CREDIT FACILITY AGREEMENT

     THIS SECOND AMENDMENT TO LETTER OF CREDIT FACILITY AGREEMENT, dated as of
September 5, 1997 (this "Amendment"), among SPIEGEL, INC., a Delaware
corporation (the "Company"), BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION ("NT&SA") THE BANK OF NEW YORK ("BONY"); THE HONGKONG AND SHANGHAI
BANKING CORPORATION LIMITED ("HKSB"); ABN AMRO BANK N. V., acting through its
Chicago Branch ("ABN") and any other financial institutions from time to time
party thereto (collectively, the "Banks" and, individually, a "Bank"), and
NT&SA, as agent, for the Banks (in such capacity, the "Agent").

                             W I T N E S S E T H :
                             - - - - - - - - - -

     WHEREAS, the Company, the Agent and the Banks entered into that certain
Letter of Credit Facility Agreement, dated as of September 27, 1996 and amended
on March 7, 1997 (the "Existing Agreement"); and

     WHEREAS, the parties to the Existing Agreement wish to amend the Existing
Agreement (the Existing Agreement as amended by this Amendment being the
"Amended Agreement") as provided in this Amendment.

     NOW, THEREFORE, the parties hereto agree as follows:

     SECTION 1 AMENDMENT. Effective on (and subject to the occurrence of) the
Amendment Effective Date (as defined in Section 2 of this Amendment), the
                                        ---------
Existing Agreement shall be amended in accordance with this Section 1.
                                                            ---------

     SECTION 1.1. Section 1.01 of the Existing Agreement is hereby amended by
inserting the following sentence at the end of the definition of "Issuance
Allocation" and "Tenor Allocation":

          "It is understood and agreed that any modifications or changes to the
          Issuance Allocations and Tenor Allocations shall be made only once
          every fourteen calendar days."

     SECTION 1.2. Section 1.01 of the Existing Agreement is amended by deleting
"September 26, 1997" where it appears in the definition of "Termination Date"
and inserting "September 25, 1998".

     SECTION 1.3. Section 2.01 (b) (iii) of the Existing Agreement is amended
by deleting "June 23, 1998" and inserting in its place "June 22 following the
Termination Date".

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     SECTION 2 EFFECTIVENESS. The amendment set forth in Section 1 above shall
                                                         ---------
become effective, as of the day and year first above written, on such date (the
"Amendment Effective Date") when the Agent and the Company shall have received
---------------------------
counterparts of this Amendment executed on behalf of the Company and the
Required Banks.

     SECTION 3 REPRESENTATIONS AND WARRANTIES.

     SECTION 3.1. In order to further induce the Banks to agree to amend the
Existing Agreement, the Company makes the following representations and
warranties, which shall survive the execution and delivery of this Amendment:

          (a)  No Event of Default has occurred and is continuing; and

          (b) Each of the representations and warranties set forth in Article V
     of the Existing Agreement are true and correct as though such
     representations and warranties were made at and as of the Amendment
     Effective Date (as defined in Section 2 above) except to the extent that
     any such representations or warranties are made as of a specified date or
     with respect to a specified period of time, in which case, such
     representations and warranties shall be made as of such specified date or
     with respect to such specified period. Each of the representations and
     warranties made under the Existing Agreement shall survive to the extent
     provided therein and not be waived by the execution and delivery of this
     Amendment.

     SECTION 4 MISCELLANEOUS PROVISIONS.

     SECTION 4.1 Severability. Any provision of this Amendment or any other
                 ------------
Credit Document which is prohibited or unenforceable in any jurisdiction shall,
as to such provision and such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions of this Amendment or such Credit Document or affecting the validity
or enforceability of such provision in any other jurisdiction.

     SECTION 4.2 Execution in Counterparts; Notice. This Amendment may be
                 ---------------------------------
executed by the parties hereto in several counterparts, each of which shall be
deemed to be an original and all of which shall constitute together but one and
the same agreement.

     SECTION 4.3 Governing Law; Entire Agreement. THIS AMENDMENT SHALL BE
                 -------------------------------
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS)
OF THE STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO THE
BANK. This Amendment, the Amended Agreement, the Subsidiary L/C Guaranty and
the other Credit Documents constitute the entire understanding among the
parties hereto with respect to the subject matter of hereof and supersede any
prior agreements, written or oral, with respect thereto and except as amended
hereby remain in full force and effect and are hereby ratified and confirmed in
all respects.

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     SECTION 4.4 Reference to Existing Agreement. On and after the Amendment
             -----------------------------------
Effective Date, each reference in the "herein" or words of like import, and
each reference to the Existing Agreement in any Subsidiary L/C Guaranty,
L/C-Related Document or in any other Credit Document, or other agreements,
documents or instruments executed and delivered pursuant to the Existing
Agreement, shall be deemed a reference to the Amended Agreement.

     SECTION 4.5 Successors and Assigns. This Amendment shall be binding upon
                 ----------------------
and shall inure to the benefit of the parties hereto and their respective
successors and assigns; provided, however, that the Company may not assign or
                        --------  -------
transfer its rights or obligations hereunder without the prior written consent
of the Agent and each Bank.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.

                                     SPIEGEL, INC.

                                     By:  /S/ JOHN R. STEELE
                                          --------------------------------------
                                          Name Printed: JOHN R. STEELE
                                                        --------------
                                          Title: ______________________________

                                     BANK OF AMERICA NATIONAL TRUST AND
                                     SAVINGS ASSOCIATION, as Agent

                                     By:  _____________________________________
                                          Name Printed: _______________________
                                          Title: ______________________________

                                     BANK OF AMERICA NATIONAL TRUST AND
                                     SAVINGS ASSOCIATION, as a Bank

                                     By:  _____________________________________
                                          Name Printed: _______________________
                                          Title: ______________________________

                                     THE BANK OF NEW YORK

                                     By:  _____________________________________
                                          Name Printed: _______________________
                                          Title: ______________________________

                                      -3-

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     SECTION 4.4 Reference to Existing Agreement. On and after the Amendment
                 -------------------------------
Effective Date, each reference in the "herein" or words of like import, and
each reference to the Existing Agreement in any Subsidiary L/C Guaranty,
L/C-Related Document or in any other Credit Document, or other agreements,
documents or instruments executed and delivered pursuant to the Existing
Agreement, shall be deemed a reference to the Amended Agreement.

     SECTION 4.5 Successors and Assigns. This Amendment shall be binding upon
                 ----------------------
and shall inure to the benefit of the parties hereto and their respective
successors and assigns; provided, however, that the Company may not assign or
                        --------  -------
transfer its rights or obligations hereunder without the prior written consent
of the Agent and each Bank.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.

                                     SPIEGEL, INC.

                                     By:  _____________________________________
                                          Name Printed: _______________________
                                          Title: ______________________________

                                     BANK OF AMERICA NATIONAL TRUST AND
                                     SAVINGS ASSOCIATION, as Agent

                                     By:  /s/ Sandra S. Ober
                                          -------------------------------------
                                          Name Printed: Sandra S. Ober
                                                        -----------------------
                                          Title:      Vice President
                                                 ------------------------------

                                     BANK OF AMERICA NATIONAL TRUST AND
                                     SAVINGS ASSOCIATION, as a Bank

                                     By:  /s/ Sandra S. Ober
                                          -------------------------------------
                                          Name Printed: Sandra S. Ober
                                                        -----------------------
                                          Title:      Vice President
                                                 ------------------------------

                                     THE BANK OF NEW YORK

                                     By:  _____________________________________
                                          Name Printed: _______________________
                                          Title: ______________________________

                                      -3-

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     SECTION 4.4 Reference to Existing Agreement. On and after the Amendment
                 -------------------------------
Effective Date, each reference in the "herein" or words of like import, and
each reference to the Existing Agreement in any Subsidiary L/C Guaranty,
L/C-Related Document or in any other Credit Document, or other agreements,
documents or instruments executed and delivered pursuant to the Existing
Agreement, shall be deemed a reference to the Amended Agreement.

     SECTION 4.5 Successors and Assigns. This Amendment shall be binding upon
                 ----------------------
and shall inure to the benefit of the parties hereto and their respective
successors and assigns; provided, however, that the Company may not assign or
                        --------  -------
transfer its rights or obligations hereunder without the prior written consent
of the Agent and each Bank.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.

                                     SPIEGEL, INC.

                                     By:  _____________________________________
                                          Name Printed: _______________________
                                          Title: ______________________________

                                     BANK OF AMERICA NATIONAL TRUST AND
                                     SAVINGS ASSOCIATION, as Agent

                                     By:  _____________________________________
                                          Name Printed: _______________________
                                          Title: ______________________________

                                     BANK OF AMERICA NATIONAL TRUST AND
                                     SAVINGS ASSOCIATION, as a Bank

                                     By:  _____________________________________
                                          Name Printed: _______________________
                                          Title: ______________________________

                                     THE BANK OF NEW YORK

                                     By:  /S/ Michael Flanhcy
                                          -------------------------------------
                                          Name Printed: Michael Flanhcy
                                                        -----------------------
                                          Title: Vice President
                                                 ------------------------------

                                      -3-

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                                     THE HONGKONG AND SHANGHAI BANKING
                                     CORPORATION LIMITED

                                     By:  /S/ MICHAEL C CUZIP
                                          -------------------------------------
                                          Name Printed: MICHAEL C CUZIP
                                                        -----------------------
                                          Title: VICE PRESIDENT
                                                 ------------------------------

                                     ABN AMRO BANK N. V., CHICAGO BRANCH

                                          By: ABN AMRO NORTH AMERICA,
                                              INC., as agent

                                     By:  _____________________________________
                                          Name Printed: _______________________
                                          Title: ______________________________

                                     By:  _____________________________________
                                          Name Printed: _______________________
                                          Title: ______________________________

                                      -4-

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                                     THE HONGKONG AND SHANGHAI BANKING
                                     CORPORATION LIMITED

                                     By:  _____________________________________
                                          Name Printed: _______________________
                                          Title: ______________________________

                                     ABN AMRO BANK N. V., CHICAGO BRANCH

                                          By: ABN AMRO NORTH AMERICA,
                                              INC., as agent

                                     By:  /S/ LAURIE D. FLOM
                                          -------------------------------------
                                          Name Printed: LAURIE D. FLOM
                                                        -----------------------
                                          Title: VICE PRESIDENT
                                                 ------------------------------

                                     By:  /S/ John M. Ellenwood
                                          -------------------------------------
                                          Name Printed: John M. Ellenwood
                                                        -----------------------
                                          Title: Group Vice President
                                                 ------------------------------

                                      -4-