Amendment No. 1 to Amended and Restated Credit Agreement among Metris Companies Inc. and Lenders

Summary

This amendment, dated July 10, 2001, modifies the existing credit agreement between Metris Companies Inc. and a group of lenders, including Bank of America, Barclays Bank, Deutsche Bank, and others. The amendment updates certain definitions, adjusts provisions related to mergers, consolidations, asset sales, and restricted payments, and clarifies obligations among subsidiaries. It becomes effective once signed by the required parties and confirms that all other terms of the original agreement remain in effect. The agreement is governed by New York law.

EX-10.6A 6 dex106a.txt AMENDED & RESTATED CREDIT AGREEMENT Exhibit 10.6(a) AMENDMENT NO. 1 --------------- AMENDMENT NO. 1, dated as of July 10, 2001 (this "Amendment"), to the --------- AMENDED AND RESTATED CREDIT AGREEMENT (the "Credit Agreement"), dated as of July ---------------- 21, 2000, among METRIS COMPANIES INC., a Delaware corporation (the "Borrower"), -------- the lenders listed in Schedule 2.01 thereto (the "Lenders"), BANK OF AMERICA, ------- N.A., as Syndication Agent (in such capacity, the "Syndication Agent"), DEUTSCHE ----------------- BANK AG, NEW YORK BRANCH, as co-documentation agent, U.S. BANK NATIONAL ASSOCIATION, as co-documentation agent (collectively in such capacity, the "Documentation Agents"), BARCLAYS BANK PLC as co-agent, (in such capacity, the -------------------- "Co-Agent"), and THE CHASE MANHATTAN BANK, as administrative agent for the -------- Lenders. W I T N E S S E T H: - - - - - - - - - - WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to the Borrower; and WHEREAS, the Borrower has requested, and, upon this Amendment becoming effective, the Lenders have agreed, to amend the Credit Agreement on the terms and conditions contained herein. NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the premises contained herein, the parties hereto hereby agree as follows: SECTION I. AMENDMENT 1.1 Defined Terms. Unless otherwise defined herein, capitalized terms ------------- which are defined in the Credit Agreement are used herein as defined therein. 1.2 Amendments. The Lenders and the Borrower hereby agree that upon ---------- the effectiveness of this Amendment the Credit Agreement is amended as follows: (a) The definition of "Receivables Transfer Program" in Section 1.01 is amended by substituting "MRI" for "DMCCB" in the last reference thereto in clause (i) of such definition. (b) The definition of "Subsidiary Guaranty" in Section 1.01 is amended by adding "and Immaterial Subsidiaries" immediately after "Excluded Subsidiaries" therein. (c) Section 6.05 is amended and restated in its entirety to read as follows: "SECTION 6.05 Mergers, Consolidations, and Sales of Assets. -------------------------------------------- Merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or, sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any substantial part of its assets (whether now owned or hereafter 2 acquired) or sell, transfer, lease or otherwise dispose of any Capital Stock of any Subsidiary, except that: (a) 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, or (ii) any wholly owned Subsidiary may merge into or consolidate with or transfer assets to any Person that upon the consummation of such merger, consolidation or transfer is a Wholly Owned Subsidiary Guarantor in a transaction either (I) in which no Person other than the Borrower or a Wholly Owned Subsidiary Guarantor receives any consideration or (II) otherwise permitted by Section 6.06. (b) any Receivables Transfer Subsidiary may merge or consolidate into or transfer assets to another Receivables Transfer Subsidiary in a transaction in which no other Person receives any consideration, and (c) sales of Accounts expressly permitted by Section 6.08. (d) Clause (i) of Section 6.06(d) is amended to read as follows: "(i) to or in (including guaranteeing the obligations of) the Borrower or any Subsidiary Guarantor." (e) Clause (v) of Section 6.07(a) is amended to read as follows: "(v) the Borrower or any consolidated Subsidiaries may make Restricted Payments in an aggregate amount in any fiscal year of the Borrower not to exceed 40% of Consolidated Net Income for the prior fiscal year of the Borrower." SECTION II. MISCELLANEOUS 2.1 Conditions to Effectiveness of Amendment. This Amendment shall ---------------------------------------- become effective as of the date first set forth above upon the Administrative Agent having received counterparts of this Amendment duly executed and delivered by the Borrower and the Required Lenders. 2.2 Representations and Warranties. The Borrower represents and ------------------------------ warrants to each Lender that as of the effective date of this Amendment: (a) the representations and warranties made by the Loan Parties in the Loan Documents are true and correct in all material respects on and as of the date hereof (except to the extent that such representations and warranties are expressly stated to relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date); and (b) no Default or Event of Default shall have occurred and be continuing as of the date hereof 3 2.3 Counterparts. This Amendment may be executed by one or more of ------------ the parties to this Amendment on any number of separate counterparts (including by facsimile transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Amendment signed by all the parties shall be lodged with the Borrower and the Administrative Agent. 2.4 Continuing Effect; No Other Amendments. Except to the extent -------------------------------------- expressly stated herein, all of the terms and provisions of the Credit Agreement and the other Loan Documents are and shall remain in full force and effect and are not waived in any respect. This Amendment shall constitute a Loan Document. 2.5 Payment of Expenses. The Borrower agrees to pay and reimburse the ------------------- Administrative Agent for all of its reasonable out-of-pocket costs and reasonable expenses incurred to date in connection with this Amendment and the other Loan Documents, including, without limitation, the reasonable fees and disbursements of legal counsel to the Administrative Agent. 2.6 GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF ------------- THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 4 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written. METRIS COMPANIES INC., as Borrower By:___________________________________ Name: Title: By:___________________________________ Name: Title: THE CHASE MANHATTAN BANK, as Administrative Agent, Lender and Issuing Bank By:___________________________________ Name: Title: AMARA-I FINANCE, LTD. By: INVESCO Senior Secured Management, Inc., as Sub-Advisor By:___________________________________ Name: Title: AMARA-2 FINANCE, LTD. By: INVESCO Senior Secured Management, Inc., as Sub-Advisor By:___________________________________ Name: Title: 5 BANK OF AMERICA, N.A. By:___________________________________ Name: Title: BARCLAYS BANK PLC By:___________________________________ Name: Title: CERES FINANCE LTD. By: INVESCO Senior Secured Management, Inc., as Sub-Managing Agent By:___________________________________ Name: Title: DEUTSCHE BANK A.G., NEW YORK AND/OR CAYMAN ISLANDS BRANCHES By:___________________________________ Name: Title: By:___________________________________ Name: Title: 6 FIRST DOMINION FUNDING II By:___________________________________________ Name: Title: FIRST DOMINION FUNDING III By:___________________________________________ Name: Title: ML CLO XII PILGRIM AMERICA (CAYMAN) LTD. By: Pilgrim Investments, Inc., as its Investment Manager By:___________________________________________ Name: Title: ML CLO XV PILGRIM AMERICA (CAYMAN) LTD. By: Pilgrim Investments, Inc., as its Investment Manager By:___________________________________________ Name: Title: KZH-SHOSHONE LLC By:___________________________________________ Name: Title: 7 OASIS COLLATERALIZED HIGH INCOME PORTFOLIOS-1, LTD. By: INVESCO Senior Secured Management, Inc., as Sub-Advisor By:____________________________________________ Name: Title: PILGRIM CLO 1999-1 LTD. By: Pilgrim Investments, Inc. as its Investment Manager By:____________________________________________ Name: Title: STANFIELD CLO, LTD. By: Stanfield Capital Partners LLC as its Collateral Manager By:____________________________________________ Name: Title: STRATA FUNDING LTD. By: INVESCO Senior Secured Management, Inc., as Sub-Managing Agent By:____________________________________________ Name: Title: 8 U.S. BANK NATIONAL ASSOCIATION By:____________________________________ Name: Title: VAN KAMPEN PRIME RATE INCOME TRUST By: Van Kampen Investments Advisory Corp. By:____________________________________ Name: Title: BANK OF MONTREAL By:____________________________________ Name: Title: BEAR STEARNS & CO. INC. By:____________________________________ Name: Title: CSAM FUNDING I By:____________________________________ Name: Title: 9 CHARTER VIEW PORTFOLIO By:_______________________________ Name: Title: CREDIT SUISSE FIRST BOSTON By:_______________________________ Name: Title: WINDSOR LOAN FUNDING, LIMITED By:_______________________________ Name: Title: