EXHIBIT 4.2 FIRST SUPPLEMENTAL INDENTURE Dated as of October 25, 2002, BY AND BETWEEN METRIS COMPANIES INC. and U.S. BANK NATIONAL ASSOCIATION, as Trustee Renewable Unsecured Subordinated Notes TABLE OF CONTENTSFirst Supplemental Indenture • October 28th, 2002 • Metris Companies Inc • Personal credit institutions • New York
PURCHASE AND SALE AGREEMENT BY AND BETWEEN GE CAPITAL CONSUMER CARD CO.Purchase and Sale Agreement • August 13th, 1999 • Metris Companies Inc • Personal credit institutions • New York
REGISTRATION RIGHTS AGREEMENT AGREEMENT, made as of the 9th day of December, 1998, by and between Metris Companies Inc., a corporation organized and existing under the laws of Delaware (the "Company") and those persons whose names appear on the...Registration Rights Agreement • December 22nd, 1998 • Metris Companies Inc • Personal credit institutions • Delaware
RECITALSLease Agreement • March 30th, 1999 • Metris Companies Inc • Personal credit institutions
MODIFIED OPERATING AGREEMENTOperating Agreement • December 12th, 2003 • Metris Companies Inc • Personal credit institutions
AMENDMENT NO. 2Credit Agreement • March 31st, 2003 • Metris Companies Inc • Personal credit institutions • New York
ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLERS 18Asset Purchase Agreement • August 14th, 2003 • Metris Companies Inc • Personal credit institutions • Delaware
I. SERVICESAdministrative Services Agreement • March 31st, 1998 • Metris Companies Inc • Miscellaneous business credit institution • Minnesota
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER DATED AS OF AUGUST 4, 2005Merger Agreement • August 4th, 2005 • Metris Companies Inc • Personal credit institutions • Delaware
1. Premises and Term 1 2. Rent 1 3. Adjustments 1 4. Use 3 5. Services 4 6. Possession 5 7. Condition of Premises 6 8. Repairs 6 9. Alterations 6 10. Damage or Destruction 8 11. Insurance 9 12. Condemnation 10 13. Waiver of Claims and Indemnity 11 14....Lease Agreement • March 31st, 1998 • Metris Companies Inc • Miscellaneous business credit institution • Minnesota
EXHIBIT 10.1 STOCKHOLDER AGREEMENT STOCKHOLDER AGREEMENT, dated as of August 4, 2005 (this "Agreement"), among the holders of Series C Perpetual Convertible Preferred Stock, par value $.01 per share (the "Company Series C Preferred Stock") listed on...Stockholder Agreement • August 4th, 2005 • Metris Companies Inc • Personal credit institutions • Delaware
ARTICLE IReceivables Purchase Agreement • March 30th, 1999 • Metris Companies Inc • Personal credit institutions • Minnesota
INDENTURE betweenIndenture • September 29th, 2000 • Metris Companies Inc • Personal credit institutions • New York
up to $250,000,000Second Supplemental Indenture • March 22nd, 2002 • Metris Companies Inc • Personal credit institutions • New York
WARRANT AGREEMENT METRIS COMPANIES INC. DATED AS OF DECEMBER 9, 1998 WARRANT AGREEMENTWarrant Agreement • December 22nd, 1998 • Metris Companies Inc • Personal credit institutions • Delaware
METRIS COMPANIES INC. and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION Rights Agent Rights Agreement Dated as of September 10, 1998 TABLE OF CONTENTSRights Agreement • September 24th, 1998 • Metris Companies Inc • Personal credit institutions • Delaware
RECITALS:Trust Indenture • March 22nd, 2002 • Metris Companies Inc • Personal credit institutions • New York
AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 11th, 2000 • Metris Companies Inc • Personal credit institutions • New York
LEASE AMENDMENTLease Amendment • March 31st, 1998 • Metris Companies Inc • Miscellaneous business credit institution
andThird Supplemental Indenture • March 22nd, 2002 • Metris Companies Inc • Personal credit institutions • New York
METRIS COMPANIES, INC. LONG-TERM INCENTIVE AND STOCK OPTION PLAN Non-Qualified Stock Option Agreement This Non-Qualified Stock Option Agreement is made and entered into as of ___________________, by and between__________________________________ (the...Non-Qualified Stock Option Agreement • March 30th, 1999 • Metris Companies Inc • Personal credit institutions • Delaware
AMENDMENT TO CHANGE IN CONTROL SEVERANCE AGREEMENT WHEREAS, Ronald N. Zebeck (the "Executive") and Metris Companies, Inc. (the "Company") (collectively, the "Parties") have entered into a Change of Control Severance Agreement dated May 15, 1998 (the...Change in Control Severance Agreement • March 30th, 1999 • Metris Companies Inc • Personal credit institutions
AMENDMENT TO TAX SHARING AGREEMENT This agreement made as of January 1, 1998, amends the Tax Sharing Agreement (the "Original Agreement") dated as of October 31, 1996, entered into by Fingerhut Companies, Inc. ("FCI"), Metris Companies Inc....Tax Sharing Agreement • March 30th, 1999 • Metris Companies Inc • Personal credit institutions
1 Exhibit 1: Form of Underwriting Agreement [ ] Shares METRIS COMPANIES INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 7th, 1996 • Metris Companies Inc • Miscellaneous business credit institution • New York
1 Exhibit 10.a(i) AMENDED AND RESTATED SERIES 1995-1 SUPPLEMENT, dated as of September 16, 1996 (this "Series Supplement") by and among METRIS RECEIVABLES, INC. (formerly Fingerhut Financial Services Receivables, Inc.), a corporation organized and...Series Supplement • October 7th, 1996 • Metris Companies Inc • Miscellaneous business credit institution • Delaware
LEASE AGREEMENT BETWEEN NOTTINGHAM VILLAGE, INC. AND METRIS DIRECT, INC. LEASE AGREEMENTLease Agreement • March 31st, 1998 • Metris Companies Inc • Miscellaneous business credit institution • Maryland
by and amongTransition Services Agreement • August 14th, 2003 • Metris Companies Inc • Personal credit institutions • Delaware
AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT, dated as of July 30, 1998 (the "Pooling and Servicing Agreement") by and among METRIS RECEIVABLES, INC., a corporation organized and existing under the laws of the State of Delaware, as Transferor,...Pooling and Servicing Agreement • November 17th, 1998 • Metris Companies Inc • Personal credit institutions • Delaware
METRIS COMPANIES INC. CHANGE OF CONTROL SEVERANCE AGREEMENT TABLE OF CONTENTS Page ARTICLE IChange of Control Severance Agreement • November 17th, 1998 • Metris Companies Inc • Personal credit institutions • Minnesota
INDENTUREIndenture • September 29th, 2000 • Metris Companies Inc • Personal credit institutions • New York
LEASE AMENDMENTLease Agreement • March 31st, 1998 • Metris Companies Inc • Miscellaneous business credit institution
AMENDMENT, dated as of December 3, 1998 (this "Amendment"), to the AMENDED AND RESTATED CREDIT AGREEMENT (the "Credit Agreement"), dated as of June 30, 1998, among METRIS COMPANIES INC., a Delaware corporation (the "Borrower"), the lenders listed in...Credit Agreement • December 22nd, 1998 • Metris Companies Inc • Personal credit institutions • New York
AMENDMENT, dated as of December 7, 1998 (this "Amendment"), to the AMENDED AND RESTATED CREDIT AGREEMENT (the "Credit Agreement"), dated as of June 30, 1998, among METRIS COMPANIES INC., a Delaware corporation (the "Borrower"), the lenders listed in...Credit Agreement • March 30th, 1999 • Metris Companies Inc • Personal credit institutions • New York
Exhibit 10.11 TRANSFER AND ADMINISTRATION AGREEMENTTransfer and Administration Agreement • March 22nd, 2002 • Metris Companies Inc • Personal credit institutions • New York
1.) FIRST RIGHT OF REFUSAL: Tenant shall be given an on going first right of refusal to lease any space on the 5th floor that Landlord receives an offer on during the primary lease term and any extension/renewal thereof of the lease. The terms and...Lease Addendum • March 31st, 1998 • Metris Companies Inc • Miscellaneous business credit institution
