EXHIBIT 10.6(b)
AMENDMENT XX. 0
XXXXXXXXX XX. 0, dated as of March 17, 2003 (this "AMENDMENT"), to the
AMENDED AND RESTATED CREDIT AGREEMENT (the "CREDIT AGREEMENT"), dated as of July
21, 2000, as previously amended, among METRIS COMPANIES INC., a Delaware
corporation (the "BORROWER"), the lenders party thereto (the "LENDERS"), BANK OF
AMERICA, N.A., as syndication agent, DEUTSCHE BANK AG, NEW YORK BRANCH, as
co-documentation agent, U.S. BANK NATIONAL ASSOCIATION, as co-documentation
agent, BARCLAYS BANK PLC, as co-agent, and JPMORGAN CHASE BANK, as
Administrative Agent.
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 TO SECTION 1.01. (a) The definition of "Loan Documents"
contained in Section 1.01 of the Credit Agreement is hereby amended by adding,
to the end thereof, the words "and the Securities Account Pledge Agreement
(except that the Securities Account Pledge Agreement shall not constitute a Loan
Document for the purposes of Section 9.08(b))".
(b) Section 1.01 of the Credit Agreement is hereby amended by adding
the following new definitions in the appropriate alphabetical order:
"MAJORITY REVOLVING LENDERS" shall mean, at any time, Lenders having
Revolving Exposures and unused Revolving Commitments representing more than
50% of the sum of the total Revolving Exposures and unused Revolving
Commitments at such time.
"SECOND AMENDMENT EFFECTIVE DATE" shall mean the date of effectiveness
of Amendment No. 2 to this Agreement.
"SECURITIES ACCOUNT PLEDGE AGREEMENT" shall mean the Securities Account
Pledge Agreement of even date herewith made by the Borrower in favor of U.S.
Bank National Association.
1.3 AMENDMENT TO ARTICLE II. Article II of the Credit Agreement is
hereby amended by adding the following new Section 2.20 to the end thereof:
2.20 CERTAIN MATTERS RELATING TO THE REVOLVING LENDERS. Notwithstanding
anything to the contrary in this Agreement, (a) immediately after the
effectiveness of Amendment No. 2 to this Agreement, the Total Revolving
Commitment and the Total LC Commitment shall automatically be permanently
reduced to $7,304,000, and thereafter no Revolving Loans or other
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extensions of credit may be outstanding thereunder other than Letters of
Credit in existence on such date and renewals, extensions or replacements
thereof, (b) subject to clause (c) below, if any such Letter of Credit shall
expire, be cancelled or be reduced in amount, the Total Revolving Commitment
and the Total LC Commitment shall automatically be permanently reduced by an
amount equal to the undrawn face amount thereof or the amount of such
reduction, as the case may be (it being understood that this clause (b)
replaces in its entirety Section 2.10(a) of this Agreement), (c) if agreed
by the Administrative Agent and the relevant Issuing Bank, the expiration
date of any Letter of Credit may be extended (including pursuant to a
renewal or replacement) to any date occurring no later than the first
anniversary of the Revolving Maturity Date, (d) the obligations of the
Lenders pursuant to Section 2.14(e) shall terminate on the day that is 91
days after the day on which the Borrower complies with clause (g) below
unless, on such day, a Default or Event of Default under paragraph (i) or
(j) with respect to the Borrower is in existence, (e) the Securities Account
Pledge Agreement may be amended, waived or otherwise modified only with the
consent of the Borrower, U.S. Bank National Association and the Majority
Revolving Lenders (except that any such amendment, waiver or modification
providing for a release of collateral, other than pursuant to the express
terms of the Securities Account Pledge Agreement, shall require the consent
of all Revolving Lenders), (f) from and after the Second Amendment Effective
Date, the Borrower shall not accept, or agree to, any amendment, waiver or
other modification to this Agreement or any other Loan Document without the
written consent of the Majority Revolving Lenders, and (g) on the Second
Amendment Effective Date, the Borrower shall cash collateralize all
outstanding Letters of Credit, in an amount equal to 110% of the face amount
thereof, pursuant to the Securities Account Pledge Agreement (to the extent
not previously cash collateralized).
1.4 AMENDMENT TO SECTION 6.03. Section 6.03 of the Credit Agreement is
hereby amended by adding the following new paragraph (l) to the end thereof:
"(l) Liens on cash, cash equivalents, certificates of deposit or
comparable investments in an aggregate amount of up to 110% of the LC
Exposure incurred to secure the LC Exposure."
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 (but in any event including each
Revolving Lender).
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
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
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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.
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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: /s/ Xxxxx X. Xxxxxxxx
---------------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President and Treasurer
By: /s/ Xxxxxxx X. Xxxxxxxxx
---------------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Senior Vice President,
Credit Card Finance
JPMORGAN CHASE BANK, as Administrative Agent
and a
By: /s/ Xxxxx X. Xxxxxx
---------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
BANK OF AMERICA, N.A.
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Managing Director
BARCLAYS BANK PLC
By: /s/ Xxxxxx X. XxXxxxxx
---------------------------------------------
Name: Xxxxxx X. XxXxxxxx
Title: Associate Director
DEUTSCHE BANK A.G., NEW YORK
AND/OR CAYMAN ISLANDS BRANCHES
By: /s/ Xxxxx X. Xxxxxxxxxx
---------------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Director
By: /s/ Xxxxxxx Xxxxx
---------------------------------------------
Name: Xxxxxxx Xxxxx
Title: Associate
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
AMARA-1 FINANCE LTD.
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By:
-------------------------------------------
Name:
Title:
AMARA-2 FINANCE LTD.
By:
-------------------------------------------
Name:
Title:
AVALON CAPITAL LTD.
By:
-------------------------------------------
Name:
Title:
AVALON CAPITAL LTD. II
By:
-------------------------------------------
Name:
Title:
CSAM FUNDING I
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Authorized Signatory
CSAM FUNDING II
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Authorized Signatory
CALLIDUS DEBT PARTNERS CDO FUND I
By:
-------------------------------------------
Name:
Title:
CERES FINANCE, LTD.
By:
-------------------------------------------
Name:
Title:
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CERES II FINANCE LTD.
By:
-------------------------------------------
Name:
Title:
CHARTER VIEW PORTFOLIO
By:
-------------------------------------------
Name:
Title:
FIRST DOMINION FUNDING I
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Authorized Signatory
FIRST DOMINION FUNDING II
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Authorized Signatory
FIRST DOMINION FUNDING III
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Authorized Signatory
HARBOURVIEW CDO II
By:
-------------------------------------------
Name:
Title:
ML CLO XII PILGRIM AMERICA (CAYMAN)
By:
-------------------------------------------
Name:
Title:
OASIS COLLATERALIZED HIGH INCOME PORTFOLIO-1
By:
-------------------------------------------
Name:
Title:
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XXXXXXXXX ARBITRAGE CDO, LTD.
BY: XXXXXXXXX CAPITAL PARTNERS LLC
AS ITS COLLATERAL MANAGER
By: /s/ Xxxxxxxxxxx X. Xxxxxx
-------------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
XXXXXXXXX CLO, LTD.
BY: XXXXXXXXX CAPITAL PARTNERS LLC
AS COLLATERAL MANAGER
By: /s/ Xxxxxxxxxxx X. Xxxxxx
-------------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
XXXXXXXXX CARRERA CLO, LTD.
BY: XXXXXXXXX CAPITAL PARTNERS LLC
AS ITS ASSET MANAGER
By: /s/ Xxxxxxxxxxx X. Xxxxxx
-------------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
XXXXXXXXX QUATTRO CLO, LTD.
BY: XXXXXXXXX CAPITAL PARTNERS LLC
AS ITS COLLATERAL MANAGER
By: /s/ Xxxxxxxxxxx X. Xxxxxx
-------------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
STRATA FUNDING LIMITED
By:
-------------------------------------------
Name:
Title:
SUNAMERICA SENIOR FLOATING RATE FUND, INC.
BY: XXXXXXXXX CAPITAL PARTNERS LLC
AS SUBADVISOR
By: /s/ Xxxxxxxxxxx X. Xxxxxx
-------------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
XXX XXXXXX PRIME RATE INCOME TRUST
By:
-------------------------------------------
Name:
Title:
WINDSOR LOAN FUNDING, LIMITED
BY: XXXXXXXXX CAPITAL PARTNERS LLC
AS ITS INVESTMENT MANAGER
By: /s/ Xxxxxxxxxxx X. Xxxxxx
-------------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Managing Partner
