METRIS COMPANIES INC., as Issuer
and
the Guarantors named herein
up to $250,000,000
10 1/8% Senior Notes due 2006, Series A
10 1/8% Senior Notes due 2006, Series B
FIRST SUPPLEMENTAL INDENTURE
Dated as of February 28, 2000
TO
INDENTURE
Dated as of July 13, 0000
XXX XXXX XX XXX XXXX, as Trustee
FIRST SUPPLEMENTAL INDENTURE, dated as of February 28, 2000 among METRIS
COMPANIES, INC., a Delaware corporation (the "Company"), the GUARANTORS named
herein and THE BANK OF NEW YORK, as Trustee (the "Trustee").
RECITALS
The Company and Metris Direct, Inc., as Guarantor (a "Guarantor"), has
heretofore executed and delivered to the Trustee a certain Indenture, dated as
of July 13, 1999 (the "Indenture"), pursuant to which the company issued and has
outstanding $150,000,000 aggregate principal amount of its 10 1/8% Senior Notes
due 2006, Series A (the "Securities") which Series may be exchanged into Series
B pursuant to the terms of the Indenture. All terms used in this First
Supplemental Indenture which are defined in the Indenture shall have the
meanings assigned to them in the Indenture.
Pursuant to the terms of the Indenture, any Restricted Subsidiary of the
Company other than Securitization Entities, which guarantee Indebtedness of the
Company, are to execute a Subsidiary Guarantee and deliver it to the Trustee.
Metris Recovery Services, Inc., a Restricted Subsidiary ("Metris Recovery")
will be guaranteeing other Indebtedness of the Company simultaneously with the
execution of the Subsidiary Guarantee.
Pursuant to Section 9.01(h), the Trustee may enter into a supplemental
indenture without the consent of any holder to add any subsidiary of the Company
as Guarantor.
The Company has furnished the Trustee with (i) an Opinion of Counsel
stating that this Supplement complies with the provisions of Section 9.01(h);
(ii) a copy of the resolution of its Board of Directors certified by its
Secretary or Assistant Secretary; (iii) a copy of the resolutions of the Board
of Directors of Metris Recovery certified by its Secretary or Assistant
Secretary and (iv) the Security Guarantee of Metris Recovery.
All things necessary to make this First Supplemental Indenture a valid
agreement of the Company and the Trustee and a valid amendment and supplement to
the Indenture have been done.
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
Each party hereto agrees as follows for the benefit of each other party and
for the equal and ratable benefit of Holders of the Securities, as follows:
ARTICLE I
SECTION 101. Pursuant to Section 4.13 of the Indenture, Metris Recovery
has become a Guarantor under the Indenture, and has agreed pursuant to a
Security Guarantee executed on the date hereof, to undertake the obligations of
Guarantor as set forth in Article Ten of the Indenture.
ARTICLE II
SECTION 201. For purposes of this First Supplemental Indenture, except as
otherwise herein expressly provided or unless the context otherwise requires:
(i) the terms and expressions used herein shall have the same meanings as
corresponding terms and expressions used in the Indenture: and (ii) the words
"herein", "hereof" and "hereby" and other words of similar import used in this
Second Supplemental Indenture refer to this Second Supplemental Indenture as a
whole and not to any particular section hereof.
SECTION 202. Except as expressly amended hereby, the Indenture is in all
respects ratified and confirmed and all the terms, conditions and provisions
thereof shall remain in full force and effect.
SECTION 203. This First Supplemental Indenture shall form a part of the
Indenture for all purposes, and every Holder of Securities heretofore or
hereafter authenticated and delivered shall be bound hereby.
SECTION 204. This First Supplemental Indenture may be executed in any
number of counterparts, each of which when so executed shall be deemed to be an
original, and all of such counterparts shall together constitute one and the
same instrument.
SECTION 205. The Trustee makes no representation as to the validity or
sufficiency of this First Supplemental Indenture.
SECTION 206. The Recitals contained herein shall be taken as the statements
of the Company, and the Trustee assumes no responsibility for their correctness.
SECTION 207. This instrument shall be deemed to be a contract made under
the laws of the State of New York and for all purposes shall be governed by and
construed in accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed, all as of the first day and year first written
above.
METRIS COMPANIES INC.
By: /s/Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Senior Vice President, Treasurer
METRIS DIRECT, INC.
By: /s/Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Senior Vice President, Treasurer
METRIS RECOVERY SERVICES, INC.
By: /s/Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Treasurer
THE BANK OF NEW YORK
By: /s/
Name:
Title:
SENIOR GUARANTEE
For value received, the undersigned Guarantor (as defined in the Indenture
referred to in the Security upon which this notation is endorsed) hereby
unconditionally guarantees on a senior basis (such Guarantee by the Guarantor
being referred to herein as the "Guarantee") the due and punctual payment of the
principal of, premium, if any, and interest on the Securities, whether at
maturity, by acceleration or otherwise, the due and punctual payment of interest
on the overdue principal, premium and interest on the Securities, and the due
and punctual performance of all other obligations of the Company to the Holders
or the Trustee, all in accordance with the terms set forth in Article Ten of the
Indenture (as defined below). This Guarantee will become effective in accordance
with Article Ten of the Indenture and its terms shall be evidenced therein. The
validity and enforceability of any Guarantee shall not be affected by the fact
that it is not affixed to any particular Security.
Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Indenture dated as of July 13, 1999, among Metris
Companies Inc., each of the Guarantors named therein and the Bank of New York,
as trustee, as amended or supplemented (the "Indenture").
The obligations of the undersigned to the Holders of Securities and to the
Trustee pursuant to this Guarantee and the Indenture are expressly set forth in
Article Ten of the Indenture and reference is hereby made to the Indenture for
the precise terms of the Guarantee and all of the other provisions of the
Indenture to which this Guarantee relates.
This Security Guarantee shall not be valid or obligatory for any purpose
until the certificate of authentication on the Securities upon which this
Security Guarantee is noted shall have been executed by the Trustee under the
Indenture by the manual signature of one of its authorized officers.
This Security Guarantee shall be governed by and construed in accordance
with the laws of the State of New York without regard to principles of conflicts
of laws to the extent that the application of the laws of another jurisdiction
would be required thereby.
This Security Guarantee is subject to release upon the terms set forth in
the Indenture.
METRIS RECOVERY SERVICES, INC.
By: /s/Xxxxx X. Xxxx
Name: Xxxxx X. Xxxx
Title: President
By: /s/Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Treasurer
