EXECUTION COPY FINGERHUT COMPANIES, INC. 8.92% Senior Unsecured Notes, Series A, due June 15, 2002 8.92% Senior Unsecured Notes, Series B, due June 15, 2004 FOURTH AMENDMENT AGREEMENT Dated as of August 14, 1996Purchase Agreement • November 12th, 1996 • Fingerhut Companies Inc • Retail-catalog & mail-order houses • New York
AGREEMENT AND PLAN OF MERGER by and among FINGERHUT COMPANIES, INC. FEDERATED DEPARTMENT STORES, INC.Agreement and Plan of Merger • February 16th, 1999 • Fingerhut Companies Inc • Retail-catalog & mail-order houses • Delaware
Fingerhut Companies, Inc. ------------------------- Medium-Term Notes, Series _ DISTRIBUTION AGREEMENT ------------------ [Agents] Dear Sirs: Fingerhut Companies Inc., a Minnesota corporation (the "Company"), proposes to issue and sell up to...Distribution Agreement • December 3rd, 1998 • Fingerhut Companies Inc • Retail-catalog & mail-order houses • New York
Exhibit 10.o(iii) FINGERHUT COMPANIES, INC. __________________ $65,000,000 9.81% Senior Notes, Series A, Due June 30, 1996 $25,000,000 10.12% Senior Notes, Series B, due December 30, 1997 ________________ THIRD AMENDMENT AGREEMENT _________________...Agreement • March 28th, 1996 • Fingerhut Companies Inc • Retail-catalog & mail-order houses • New York
Exhibit 12 December 11, 1998 Thomas Vogt 120 Mallard Lane Loretto, Minnesota 55439 Dear Tom: This letter will confirm our understanding that you will be retiring from your position as Controller of Fingerhut Corporation, Inc. (the "Company") effective...Fingerhut Companies Inc • February 18th, 1999 • Retail-catalog & mail-order houses
REGISTERED FINGERHUT $ NO. COMPANIES, INC. CUSIP 7.375% SENIOR NOTES DUE NO.Fingerhut Companies Inc • November 4th, 1996 • Retail-catalog & mail-order houses • New York
Page 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, 1996Fingerhut Companies Inc • November 12th, 1996 • Retail-catalog & mail-order houses • New York
REGISTRATION RIGHTS AGREEMENT Dated as of September 27, 1996 By and Among FINGERHUT COMPANIES, INC.Registration Rights Agreement • November 4th, 1996 • Fingerhut Companies Inc • Retail-catalog & mail-order houses • New York
BY AND AMONGAgreement and Plan of Merger • February 18th, 1999 • Fingerhut Companies Inc • Retail-catalog & mail-order houses • Delaware
TransferorPooling and Servicing Agreement • August 11th, 1997 • Fingerhut Companies Inc • Retail-catalog & mail-order houses • Delaware
MISCELLANEOUSFirst Amendment • November 9th, 1998 • Fingerhut Companies Inc • Retail-catalog & mail-order houses • New York
W I T N E S S E T H :Second Amendment • November 9th, 1998 • Fingerhut Companies Inc • Retail-catalog & mail-order houses • New York
February 10, 1999Fingerhut Companies Inc • February 18th, 1999 • Retail-catalog & mail-order houses
Mr. John D. Buck Executive Vice President - Human Resources, Operations and Information Systems Fingerhut Companies, Inc. 4400 Baker Road Minnetonka, MN 55343
ARTICLE I.Warrant Agreement • December 3rd, 1998 • Fingerhut Companies Inc • Retail-catalog & mail-order houses
ARTICLE II. CERTAIN DEFINITIONS 1 2.1 Accrued Obligations 1 2.2 Agreement Term 1 2.3 Article 1 2.4 Beneficial owner 2 2.5 Cause 2 2.6 Change of Control 2 2.7 Code 3 2.8 Disability 3 2.9 Effective Date 3 2.10 Good Reason 3 2.11 Imminent Control Change...Change of Control Severance Agreement • August 6th, 1998 • Fingerhut Companies Inc • Retail-catalog & mail-order houses • Minnesota
Exhibit 4.11 FINGERHUT COMPANIES, INC. Form of Common Stock Warrant Agreement COMMON STOCK WARRANT AGREEMENT dated as of _________________, ____, between Fingerhut Companies, Inc., a Minnesota corporation (hereinafter called the "Company"), and...Common Stock Warrant Agreement • December 3rd, 1998 • Fingerhut Companies Inc • Retail-catalog & mail-order houses
DEPOSIT AGREEMENTDeposit Agreement • December 3rd, 1998 • Fingerhut Companies Inc • Retail-catalog & mail-order houses
EXECUTION COPY FINGERHUT COMPANIES, INC. 10.12% Senior Notes, Series B, due December 30, 1997 FIFTH AMENDMENT AGREEMENT Dated as of August 14, 1996Purchase Agreement • November 12th, 1996 • Fingerhut Companies Inc • Retail-catalog & mail-order houses • New York
Exhibit 16 August 6, 1998 Fingerhut Companies, Inc. 4400 Baker Road Minnetonka, MN 55343 Attention: Ted Deikel, Chairman & CEO Will Lansing, President Re: ENGAGEMENT LETTER This letter ("Letter Agreement") shall serve to confirm our understanding...Letter Agreement • February 18th, 1999 • Fingerhut Companies Inc • Retail-catalog & mail-order houses
Exhibit 11 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement, dated May 1, 1998 (the "Agreement"), is entered into by and between Fingerhut Companies, Inc., a Minnesota corporation with its principal place of business in Minnetonka,...Executive Employment Agreement • February 18th, 1999 • Fingerhut Companies Inc • Retail-catalog & mail-order houses • Minnesota
ARTICLE I. PURPOSESExhibit 15 • February 18th, 1999 • Fingerhut Companies Inc • Retail-catalog & mail-order houses • Minnesota
TO _____________________________, TRUSTEE INDENTUREFingerhut Companies Inc • December 3rd, 1998 • Retail-catalog & mail-order houses • New York
Exhibit 10.i(i) FINGERHUT COMPANIES, INC. 1995 LONG-TERM INCENTIVE AND STOCK OPTION PLAN Non-Qualified Stock Option AgreementNon-Qualified Stock Option Agreement • March 28th, 1996 • Fingerhut Companies Inc • Retail-catalog & mail-order houses • Minnesota
EXHIBIT 99.3 [FORM OF EXCHANGE AGENCY AGREEMENT] First Bank National Association c/o First Trust 180 East Fifth Street St. Paul, Minnesota 55101 Ladies and Gentlemen: Fingerhut Companies, Inc. (the "Company"), a Minnesota corporation, hereby appoints...Fingerhut Companies Inc • November 4th, 1996 • Retail-catalog & mail-order houses • New York
FINGERHUT COMPANIES, INC. TO ------------------------- TRUSTEE ----------------- INDENTURE DATED AS OF _______________ ----------------- SUBORDINATED DEBT SECURITIESFingerhut Companies • December 3rd, 1998 • Fingerhut Companies Inc • Retail-catalog & mail-order houses • New York
PLEDGE AGREEMENT SMITH BARNEY INC. 388 GREENWICH STREET--18TH FL. NEW YORK, NY 10013 ATTN: LOUIS A. KOKAHAIS, SVP EXECUTIVE FINANCIAL SERVICES DEPARTMENT This agreement made the 1st day of September 1998, between Ted Deikel residing at 27960 Smithtown...Pledge Agreement • October 13th, 1998 • Fingerhut Companies Inc • Retail-catalog & mail-order houses
February 10, 1999 Mr. Andrew V. Johnson Senior Vice President of Market Development Fingerhut Companies, Inc. 4400 Baker Road Minnetonka, MN 55343 Dear Andy: Federated Department Stores, Inc. ("Federated") and you have discussed entering into an...Fingerhut Companies Inc • February 18th, 1999 • Retail-catalog & mail-order houses
Federated Department Stores, Inc. ("Federated") and you have discussed entering into an employment contract providing you with the economics set forth in the attached term sheet. You have told Federated that you intend to remain with Fingerhut after its acquisition. You and we have agreed that the economic terms of the attached term sheet are those under which you would, subject to the balance of this letter, enter into an employment agreement with Federated. This letter is intended to be a NON-BINDING letter of intent setting forth your confirmation that you have agreed to negotiate, in good faith, an employment agreement with Federated consistent with the economic terms outlined in the attached term sheet. Your entering into the employment agreement remains subject to you, with advice of your legal, tax and financial advisors, agreeing to all of the terms and conditions therein.
SECURITIES FINGERHUT COMPANIES, INC. UNDERWRITING AGREEMENT BASIC PROVISIONS __________, _____Terms Agreement • December 3rd, 1998 • Fingerhut Companies Inc • Retail-catalog & mail-order houses • New York
ARTICLE IRevolving Credit and Letter of Credit Facility Agreement • November 9th, 1998 • Fingerhut Companies Inc • Retail-catalog & mail-order houses • New York
EXHIBIT 10.i(iii) FINGERHUT COMPANIES, INC. 1995 LONG-TERM INCENTIVE AND STOCK OPTION PLAN RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • March 27th, 1997 • Fingerhut Companies Inc • Retail-catalog & mail-order houses • Minnesota
ARTICLE IStock Option and Value Appreciation Rights Agreement • March 28th, 1996 • Fingerhut Companies Inc • Retail-catalog & mail-order houses • Minnesota
Exhibit 10 February 2, 1999 Fingerhut Companies, Inc. 4400 Baker Road Minnetonka, MN 55343 Attention: Mr. Michael Sherman Re: ENGAGEMENT LETTER Mr. Sherman: This is to confirm our agreement (the "Agreement"), pursuant to which Fingerhut Companies,...Fingerhut Companies Inc • February 18th, 1999 • Retail-catalog & mail-order houses
This is to confirm our agreement (the "Agreement"), pursuant to which Fingerhut Companies, Inc. (the "Company") has agreed to engage Wit Capital Corporation ("Wit"), a New York corporation, an NASD registered broker-dealer, and an affiliate of Robert H. Lessin, to act as a financial advisor to assist the Company in connection with the proposed merger, exchange of capital stock, asset acquisition or other similar business combination relating to the Company and Federated Department Stores (the "Transaction").
