EX-10.6 7 0007.txt SECOND AMENDMENT AGREEMENT to FINGERHUT RECEIVABLES, INC. SECURITY PURCHASE AGREEMENT This Second Amendment Agreement (the "Amendment") is executed as of the 20th day of July, 2000, by and among Fingerhut Receivables, Inc. (the "Transferor"), Kitty Hawk Funding Corporation ("Kitty Hawk"), Falcon Asset Securitization Corporation ("Falcon"), Four Winds Funding Corporation ("Four Winds" and, collectively with Kitty Hawk and Falcon, the "Conduit Purchasers"), Bank of America, N.A. ("BofA" or the "Administrative Agent"), Bank One, NA (Main Office Chicago) ("Bank One"), Norddeutsche Landesbank Girozentrale, New York Branch and/or Cayman Island Branch ("Norddeutsche"), and Commerzbank Aktiengesellschaft, Chicago Branch ("Commerzbank" and collectively with BofA, Bank One and Norddeutsche, the "Alternate Purchasers" and collectively with BofA and Bank One, the "Managing Agents"). W I T N E S S E T H: WHEREAS, the Transferor, the Conduit Purchasers, the Managing Agents, the Alternate Purchasers and the Administrative Agent executed the Security Purchase Agreement dated as of July 30, 1998, as amended by the First Amendment Agreement dated as of July 29, 1999 (the "Security Purchase Agreement") Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Security Purchase Agreement. WHEREAS, the parties hereto have agreed to amend the Security Purchase Agreement on the terms and conditions hereinafter set forth: NOW, THEREFORE, the parties hereto agree as follows: SECTION 1. Amendment of the Security Purchase Agreement. The Security Purchase Agreement is, effective on the date hereof and subject to the satisfaction of the condition precedent set forth in Section 2 below, hereby amended as follows: 1.1 The definition of "Specified Termination Date" contained in Section 1.01 of the Security Purchase Agreement shall be amended and restated in their entirety to read as follows: "`Specified Termination Date" shall mean August 28, 2000, or such later date to which the Specified Termination Date may be extended in accordance with Section 2.05 hereof." 1.2 This amendment shall be deemed to extend the Specified Termination Date for purposes of Section 2.05 of the Security Purchase Agreement. SECTION 2. Condition Precedent. This Amendment shall become effective as of the date hereof upon the execution hereof by all of the parties hereto. SECTION 3. Miscellaneous. 3.1 Ratification. As amended hereby, the Security Purchase Agreement is in all respects ratified and confirmed and the Security Purchase Agreement as so amended by this Amendment shall be read, taken and construed as one and the same instrument. 3.2 Representation and Warranty. The Transferor represents and warrants that this Amendment has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and by general principles of equity (whether considered in a suit at law or in equity). 3.3 Governing Law; Parties. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Whenever in this Amendment there is a reference made to any of the parties hereto, such reference shall also be a reference to the successors and assigns of such party, including, without limitation, any debtor-in-possession or trustee. The provisions of this Amendment shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. 3.4 Counterparts; Severability. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. In case any provision in or obligation under this Amendment shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. 3.5 Expenses. The Transferor agrees to pay all reasonable out-of-pocket expenses (including, without limitation, the fees and expenses of counsel to the Purchasers) incurred by the Administrative Agent or the Purchasers in connection with the negotiation, execution, delivery and preparation of this Amendment. IN WITNESS WHEREOF, the Transferor, the Purchasers, the Managing Agents and the Administrative Agent have caused this Amendment to be fully executed by their respective officers as of the day and year first above written. FINGERHUT RECEIVABLES, INC., as Transferor By: /s/ Brian M. Szames Name: Brian M. Szames Title: President KITTY HAWK FUNDING CORPORATION, as Conduit Purchaser By: /s/ Andy Yan Name: Andy Yan Title: Vice President FALCON ASSET SECURITIZATION CORPORATION, as Conduit Purchaser By: /s/ Brooks P. Crankshaw Name: Brooks P. Crankshaw Title: Authorized Signatory FOUR WINDS FUNDING CORPORATION, as Conduit Purchaser By: /s/ Carl H. Jackson Name: Carl H. Jackson Title: Senior Vice President By: /s/ Kevin A. Tanzer Name: Kevin A. Tanzer Title: Assistant Vice President BANK OF AMERICA, N.A., as Alternate Purchaser and Managing Agent By: /s/ Elliott T. Lemon Name: Elliott T. Lemon Title: BANK ONE, NA (MAIN OFFICE CHICAGO), as Alternate Purchaser and Managing Agent By: /s/ Brooks P. Crankshaw Name: Brooks P. Crankshaw Title: First Vice President COMMERZBANK AKTIENGESELLSCHAFT, CHICAGO BRANCH, as Alternate Purchaser and Managing Agent By: /s/ Carl H. Jackson Name: Carl H. Jackson Title: Senior Vice President By: /s/ Kevin A. Tanzer Name: Kevin A. Tanzer Title: Assistant Vice President BANK OF AMERICA, N.A., as Administrative Agent for the Purchasers By: /s/ Elliott T. Lemon Name: Elliott T. Lemon Title: