Contract

EXHIBIT 10.14 b

     SECOND AMENDMENT dated as of March 1, 2005 (this “Amendment”) to the Senior Secured Credit Agreement dated as of May 6, 2004, as amended by First Amendment dated as of December 21, 2004 (the “Credit Agreement”), among Metris Companies Inc., a Delaware corporation (the “Borrower”), the lenders signatory hereto (the “Required Lenders”), and Deutsche Bank Trust Company Americas, as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent” and “Collateral Agent”).

     WHEREAS, the Borrower, the Lenders (such term and other capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement), the Administrative Agent and the Collateral Agent, are parties to the Credit Agreement providing for the extension of credit to Borrower in the form of term loans in the aggregate principal amount of $300,000,000;

     WHEREAS, the Borrower has requested that certain provisions of the Credit Agreement be amended, and the Administrative Agent, the Collateral Agent and the Required Lenders are willing to so amend the Credit Agreement, on the terms and conditions set forth in this Amendment;

     NOW, THEREFORE, in consideration of the mutual covenants and undertakings herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

     1. Amendments to Credit Agreement.

     (a) Definition of “Auction Rate Securities.” Section 1.01 of the Credit Agreement is hereby amended by adding a new definition of “Auction Rate Securities” to read as follows:

     “Auction Rate Securities” shall mean securities issued by the issuers thereof in the form of Indebtedness, preferred stock, equity interests or undivided beneficial interests in a trust whose interest rate (in the case of Indebtedness) or dividend or distribution rate (in the case of preferred stock or other equity interests or interests in a trust) is determined periodically by a remarketing agent through an auction process.

     (b) Amendment to Definition of “Liquidity Amount.” The definition of “Liquidity Amount” in Section 1.01 of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

     “Liquidity Amount” shall mean, with respect to the Borrower and its Subsidiaries at any time, (a) the sum of (i) “Cash and cash equivalents,” (ii) “Investment Securities Available for Sale” consisting of Auction Rate Securities constituting Permitted Investments, (iii) “Liquidity reserve deposits” (or other restricted cash), (iv) “Credit card loans held for sale,” (v) “Net credit

card loans” and (vi)(A) 90% multiplied by (B) the portion of “Retained interests in loans securitized” that constitutes the “Excess transferor’s interests” minus (b) the sum of (i) “Deposits” and (ii) Indebtedness for borrowed money having scheduled principal payments or a final maturity prior to the date that is 91 days after the Maturity Date (other than the Indebtedness outstanding under this Agreement and the other Loan Documents), in each case as such amounts would appear on the Borrower’s consolidated balance sheet as of such date in conforming with GAAP consistently applied.

     (c) Amendment to Definition of “Permitted Investments.” The definition of “Permitted Investments” in Section 1.01 of the Credit Agreement is hereby amended by deleting the word “and” at the end of clause (e) thereof, and at the end of clause (f) thereof, deleting the period and inserting “; and” in lieu thereof, and adding a new clause (g) thereto, to read as follows:

     (g) Auction Rate Securities (other than securities issued by the Borrower or any of its Affiliates) with a date established for the next resetting of the rate or dividend, as applicable, not later than 49 days after the date of acquisition thereof (or, following the acquisition thereof, since the last reset date) and having, at such date of acquisition and on each subsequent reset date, a rating from S&P or from Xxxxx’x of at least AA or Aa2 (or equivalent rating), respectively.

     2. Waiver.

(a) (i) Under Section 6.06 of the Credit Agreement, the Borrower agreed not to, or permit its Subsidiaries, to make Investments other than Permitted Investments and certain other exceptions enumerated in said Section 6.06. The Borrower has advised the Administrative Agent and the Lenders that prior to the date hereof, the Borrower and its Subsidiaries invested in Auction Rate Securities (as defined above in Section 1(a)), having reset dates within 49 days after their acquisition and rated not less than AA by S&P or Aa2 by Xxxxx’x.

     (ii) Under Section 6.01(f) of the Credit Agreement, the Borrower agreed to not permit the Liquidity Amount (as defined in the Credit Agreement) at any time to be less than the amount specified in such Section 6.01(f). If Auction Rate Securities were not to be considered “cash and cash equivalents” under GAAP, and therefore not within the meaning of “Liquidity Amount,” then the Borrower’s investments in such Auction Rate Securities prior to the date hereof may have caused the Liquidity Amount to be less than the amount required under said Section 6.01(f).

     (b) The Administrative Agent and Collateral Agent, and the Lenders, hereby waive, to the extent applicable, any possible default that may have occurred as a result of the events described in paragraph (a) of this Section 2. This waiver is limited to the express terms hereof and nothing herein shall be

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deemed to be a waiver of any other term, condition, representation or covenant applicable to the Borrower under the Credit Agreement.

     3. No Other Amendments or Waivers. Except as hereby amended, no other term, condition or provision of the Credit Agreement shall be deemed modified or amended, and this Amendment shall not be considered a novation. This Amendment is limited precisely as written and shall not be deemed to (a) be a consent to a waiver or any other term or condition of the Credit Agreement, the other Loan Documents or any of the documents referred to therein or executed in connection therewith or (b) prejudice any right or rights the Lenders may now have or may have in the future under or in connection with the Credit Agreement, the other Loan Documents or any documents referred to therein or executed in connection therewith.

     4. Construction.

     (a) This Amendment is a document executed pursuant to the Credit Agreement and shall (unless otherwise expressly indicated therein) be construed, administered or applied in accordance with the terms and provisions thereof.

     (b) Whenever the Credit Agreement is referred to in the Credit Agreement or any of the instruments, agreements or other documents or papers executed and delivered in connection therewith, it shall be deemed to mean the Credit Agreement, as the case may be, as modified by this Amendment.

     5. Binding Effect. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

     6. Representations and Warranties. After giving effect to this Amendment, Borrower hereby represents and warrants to the Administrative Agent and the Lenders that:

     (a) as of the date hereof, no Default or Event of Default has occurred and is continuing; and

     (b) all representations and warranties of the Borrower set forth in the Credit Agreement are true and correct in all material respects as of the date hereof, except to the extent that any representation or warranty relates to an earlier date (in which case such representation or warranty is true and correct in all material respects as of such earlier date).

     7. Condition Precedent to Effectiveness. This Amendment shall become effective on the date on which the Administrative Agent shall have received counterparts hereof duly executed and delivered by the Borrower, the Collateral Agent, the Administrative Agent and the Required Lenders.

     8. Governing Law. This Amendment shall be governed and construed in accordance with the applicable terms and provisions of Section 9.07 (Applicable Law) of the Credit Agreement, which terms and provisions are incorporated herein by reference.

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     9. Counterparts. 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. The parties may execute facsimile copies of this Amendment and the facsimile signature of any such party shall be deemed an original and fully binding on said party.

     10. *

     11. Direction. The Required Lenders hereby direct and instruct the Administrative Agent and Collateral Agent to execute this Amendment; provided, however, that such direction and instruction in no way expands, amends, modified or changes any of the Administrative Agent’s or Collateral Agent’s rights under the Credit Agreement.

[Remainder of Page Intentionally Left Blank. Signature Pages Follow.]

     IN WITNESS WHEREOF, the Borrower, the Required Lenders, the Administrative Agent and the Collateral Agent have caused this Second Amendment to the Credit Agreement to be duly executed by their respective authorized officers as of the day and year first written above.

		METRIS COMPANIES INC. as Borrower
		By:		/s/ Xxxxx X. Xxxxxxxx
		Name:		Xxxxx X. Xxxxxxxx
		Title:		Senior Vice President & Treasurer

[Signature Page to Second Amendment to Senior Secured Credit Agreement]

		Institution:		DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent and Collateral Agent for the Lenders
		By:		/s/ Xxxxx Xxxxxxx
		Name:		Xxxxx Xxxxxxx
		Title:		Assistant Vice President

[Signature Page to Second Amendment to Senior Secured Credit Agreement]

		Institution:		The Assets Management Committee of the Coca-Cola Company Master Retirement Trust
				By: Fidelity Management Trust Company, as Investment Manager under power of attorney
		By:		/s/
		Name:
		Title:		Senior Vice President
		Institution:		AXP Income Opportunities Fund, a series of AXP Discovery Series, Inc.
		By:		/s/ Xxxxxxxx X. Xxxx
		Name:		Xxxxxxxx X. Xxxx
		Title:		Assistant Vice President
				AXP Discovery Series, Inc.
		Institution:		AXP Variable Portfolio – High Yield Bond Fund, a series of AXP Variable Portfolio Income Series, Inc.
		By:		/s/ Xxxxxxxx X. Xxxx
		Name:		Xxxxxxxx X. Xxxx
		Title:		Assistant Vice President
				AXP Variable Portfolio Income Series, Inc.
		Institution:		AXP Variable Portfolio – Income Opportunities Fund, a series of AXP Variable Portfolio Income Series, Inc.
		By:		/s/ Xxxxxxxx X. Xxxx
		Name:		Xxxxxxxx X. Xxxx
		Title:		Assistant Vice President
				AXP Variable Portfolio Income Series, Inc.

[Signature Page to Second Amendment to Senior Secured Credit Agreement]

		Institution:		Bear Xxxxxxx Investment Products Inc.
		By:		/s/ Xxxxxxxx Xxxxx
		Name:		Xxxxxxxx Xxxxx
		Title:		Authorized Signatory
		Institution:		Xxxxxxx CBO, Limited
				By: American Express Asset Management Group, Inc., its authorized signatory
		By:		/s/ Xxxxxxxx X. Xxxxxx
		Name:		Xxxxxxxx X. Xxxxxx
		Title:		Senior Vice President – Fixed Income
		Institution:		California Public Exmployees’ Retirement System
				By: Highland Capital Management, L.P. As Authorized Representatives of the Board
		By:		/s/ Xxxx Xxxxx
		Name:		Xxxx Xxxxx
		Title:		Chief Investment Officer
				Highland Capital Management, L.P.
		Institution:		Canpartners Investments IV, LLC
				By: Canpartners Investments IV, LLC, a California limited liability company
		By:		/s/ X.Xxxxxxxxx X. Xxxxxxx
		Name:		X. Xxxxxxxxx X. Xxxxxxx
		Title:		Managing Director

[Signature Page to Second Amendment to Senior Secured Credit Agreement]

		Institution:		Caspian Capital Partners, L.P.
				By: Mariner Investment Group
		By:		/s/ Xxxxxxx X. Xxxx XX
		Name:		Xxxxxxx X. Xxxx XX
		Title:		Treasurer
		Institution:		Cedar CBO, Limited
				By: American Express Asset Management Group, Inc., its authorized signatory
		By:		/s/ Xxxxxxxx X. Xxxxxx
		Name:		Xxxxxxxx X. Xxxxxx
		Title:		Senior Vice President – Fixed Income
		Institution:		Centennial CBO, Limited
				By: American Express Asset Management Group, Inc., its authorized signatory
		By:		/s/ Xxxxxxxx X. Xxxxxx
		Name:		Xxxxxxxx X. Xxxxxx
		Title:		Senior Vice President – Fixed Income
		Institution:		Centurion CDO I, Limited
				By: American Express Asset Management Group, Inc., its authorized signatory
		By:		/s/ Xxxxxxxx X. Xxxxxx
		Name:		Xxxxxxxx X. Xxxxxx
		Title:		Senior Vice President – Fixed Income

[Signature Page to Second Amendment to Senior Secured Credit Agreement]

		Institution:		Centurion CDO II, Ltd.
				By: American Express Asset Management Group, Inc., as Collateral Manager
		By:		/s/ Xxxxxxx X. Xxxx
		Name:		Xxxxxxx X. Xxxx
		Title:		Director — Operations
		Institution:		Centurion CDO VI, Ltd.
				By: American Express Asset Management Group, Inc. as Collateral Manager
		By:		/s/ Xxxxxxx X. Xxxx
		Name:		Xxxxxxx X. Xxxx
		Title:		Director — Operations
		Institution:		Continental Casualty Company
		By:		/s/ Xxxxxxx X. XxXxxx
		Name:		Xxxxxxx X. XxXxxx
		Title:		Vice President and Assistant Treasurer
		Institution:		Credit Opportunities Funding, Inc.
		By:		/s/ Xxxxxxxx X. Xxxxxxx
		Name:		Xxxxxxxx X. Xxxxxxx
		Title:		Assistant Vice President
		Institution:		Empyrean Investments, LLC
		By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Authorized Signer

[Signature Page to Second Amendment to Senior Secured Credit Agreement]

		Institution:		Fidelity Advisor Series II:
				Fidelity Advisor Strategic Income Fund
		By:		/s/ Xxxx Xxxxxxxxx
		Name:		Xxxx Xxxxxxxxx
		Title:		Assistant Treasurer
		Institution:		Fidelity School Street Trust:
				Fidelity Strategic Income Fund
		By:		/s/ Xxxx Xxxxxxxxx
		Name:		Xxxx Xxxxxxxxx
		Title:		Assistant Treasurer
		Institution:		Fidelity Summer Street Trust:
				Fidelity Capital & Income Fund
		By:		/s/ Xxxx Xxxxxxxxx
		Name:		Xxxx Xxxxxxxxx
		Title:		Assistant Treasurer
		Institution:		Galaxy CLO 1999-1, Ltd.
				By: AIG Global Investment Corp., as Collateral Manager
		By:		/s/ Xxxx X. Xxxxxx, III
		Name:		Xxxx X. Xxxxxx, III
		Title:		Managing Director
		Institution:		Galaxy CLO 2003-1, Ltd.
				By: AIG Global Investment Corp. as Investment Advisor
		By:		/s/ Xxxx X. Xxxxxx, III
		Name:		Xxxx X. Xxxxxx, III
		Title:		Managing Director

[Signature Page to Second Amendment to Senior Secured Credit Agreement]

		Institution:		Galaxy III CLO, Ltd.
				By: AIG Global Investment Corp. as Investment Advisor
		By:		/s/ Xxxx X. Xxxxxx, III
		Name:		Xxxx X. Xxxxxx, III
		Title:		Managing Director
		Institution:		Xxxxxxx Sachs Credit Partners L.P.
		By:		/s/ Xxxxxxxxxxx Xxxxx
		Name:		Xxxxxxxxxxx Xxxxx
		Title:		Vice President
		Institution:		Xxxxxxx Xxxxx Special Situations Investing
		By:		/s/ Xxxxxx Xxxxxxxxxx
		Name:		Xxxxxx Xxxxxxxxxx
		Title:		Authorized Signatory
		Institution:		Greywolf Capital Overseas Fund
		By:		/s/ Xxx Xxxxxxxxx
		Name:		Xxx Xxxxxxxxx
		Title:		Partner
		Institution:		Greywolf Capital Partners II
		By:		/s/ Xxx Xxxxxxxxx
		Name:		Xxx Xxxxxxxxx
		Title:		Partner

[Signature Page to Second Amendment to Senior Secured Credit Agreement]

		Institution:		Xxxxxxxxx Capital Master Fund, L.P.
		By:		/s/ Xxxxxx X. St. Pierre
		Name:		Xxxxxx X. St. Pierre
		Title:		CFO
		Institution:		Xxxxxxxxx Opportunity Master Fund, L.P.
		By:		/s/ Xxxxxx X. St. Pierre
		Name:		Xxxxxx X. St. Pierre
		Title:		CFO
		Institution:		Highland Floating Rate Advantage Fund
				By: Highland Capital Management, L.P., its Investment Advisor
		By:		/s/ Xxxx Xxxxx
		Name:		Xxxx Xxxxx
		Title:		Chief Investment Officer
				Highland Capital Management, L.P.
		Institution:		Highland Floating Rate Limited Liability Company
				By: Highland Capital Management, L.P., its Investment Advisor
		By:		/s/ Xxxx Xxxxx
		Name:		Xxxx Xxxxx
		Title:		Chief Investment Officer
				Highland Capital Management, L.P.

[Signature Page to Second Amendment to Senior Secured Credit Agreement]

		Institution:		High Yield Portfolio, a series of Income Trust
		By:		/s/ Xxxxxxxx X. Xxxx
		Name:		Xxxxxxxx X. Xxxx
		Title:		Assistant Vice President, Income Trust
		Institution:		Illinois Municipal Retirement Fund Master Trust
				By: Fidelity Management Trust Company, as Investment Manager under power of attorney
		By:		/s/ Xxxxx Xxxxxxx
		Name:		Xxxxx Xxxxxxx
		Title:		Senior Vice President
		Institution:		Isles CBO, Limited
				By: American Express Asset Management Group, Inc. its authorized signatory
		By:		/s/ Xxxxxxxx X. Xxxxxx
		Name:		Xxxxxxxx X. Xxxxxx
		Title:		Senior Vice President – Fixed Income
		Institution:		Quadrangle Master Funding Ltd.
		By:		/s/ Quadrangle Master Funding Ltd.
		Name:
		Title:		Managing Principal

[Signature Page to Second Amendment to Senior Secured Credit Agreement]

		Institution:		Shepherd Investments
		By:		/s/ Xxxxxx X. Xxxxxxx
		Name:		Xxxxxx X. Xxxxxxx
		Title:		Managing Director
		Institution:		Xxxxx Trading
		By:		/s/ Xxxxxx X. Xxxxxxx
		Name:		Xxxxxx X. Xxxxxxx
		Title:		Managing Director
		Institution:		SunAmerica Life Insurance Company
				By: AIG Global Investment Corp. as Investment Advisor
		By:		/s/ Xxxx X. Xxxxxx, III
		Name:		Xxxx X. Xxxxxx, III
		Title:		Managing Director
		Institution:		Sunrise Partners Limited Partnership
		By:		/s/ Xxxxxxx X. Xxxxx
		Name:		Xxxxxxx X. Xxxxx
		Title:		Vice President
				Xxxx General Partner Corp. General Partner
		Institution:		Taconic Capital Partners L.P.
		By:		/s/ Xxx Xxxxxxx
		Name:		Xxx Xxxxxxx
		Title:		Principal

[Signature Page to Second Amendment to Senior Secured Credit Agreement]

		Institution:		Thracia, LLC
		By:		/s/ Xxxxx Xxxxxxxxxx
		Name:		Xxxxx Xxxxxxxxxx
		Title:		CFO
		Institution:		Variable Insurance Products Fund IV:
				VIP Strategic Income Portfolio
		By:		/s/ Xxxx Xxxxxxxxx
		Name:		Xxxx Xxxxxxxxx
		Title:		Assistant Treasurer
		Institution:		Watershed Capital Institutional Partners, L.P.
				By: WS Partners, L.L.C. Its General Partner
		By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Senior Managing Member
		Institution:		Watershed Capital Partners, L.P.
				By: WS Partners, L.L.C. Its General Partner
		By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Senior Managing Member
		Institution:		Watershed Capital Partners (Offshore), Ltd.
				By: Watershed Asset Management L.L.C. Its Investment Manager
		By:		/s/ Xxxxxxx Xxxxx

[Signature Page to Second Amendment to Senior Secured Credit Agreement]

		Name:		Xxxxxxx Xxxxx
		Title:		Senior Managing Member

*      Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.