AMENDMENT NO. 3, dated as of September 30, 1997 (this
"Agreement"), by and among METRIS RECEIVABLES, INC. (formerly Fingerhut
Financial Services Receivables, Inc.), a corporation organized and existing
under the laws of the State of Delaware, as Transferor, DIRECT MERCHANTS
CREDIT CARD BANK, NATIONAL ASSOCIATION, a national banking organization
organized and existing under the laws of the United States of America, as
Servicer, and THE BANK OF NEW YORK (DELAWARE), a Delaware banking corporation
organized and existing under the laws of the State of Delaware, as Trustee, to
the POOLING AND SERVICING AGREEMENT, dated as of May 26, 1995 (as heretofore
amended, the "Pooling and Servicing Agreement"), by and among the Transferor,
the Servicer and the Trustee.
W I T N E S S E T H:
WHEREAS, the Transferor, the Servicer and the Trustee
entered into Amendment No. 1 to the Pooling and Servicing Agreement dated as
of June 10, 1996;
WHEREAS, the Transferor, the Servicer and the Trustee
entered into Amendment No. 2 to the Pooling and Servicing Agreement dated as
of September 16, 1996;
WHEREAS, the Transferor, the Servicer and the Trustee desire
to amend the Pooling and Servicing Agreement pursuant to Section 13.1(a)
therein in order to provide for the terms contained herein;
NOW, THEREFORE, in consideration of the mutual agreements
herein contained, each party agrees as follows for the benefit of the other
parties and the Certificateholders:
Section 1. Definitions. Except as provided herein, all
capitalized terms used in this Agreement but not defined herein shall have
their respective meanings in the Pooling and Servicing Agreement.
Section 2. Amendment to Section 2.1. (a) The first sentence
of Section 2.1 of the Pooling and Servicing Agreement shall be amended to read
as follows:
"The Transferor does hereby transfer, assign, set-over, and
otherwise convey to the Trust for the
benefit of the Certificateholders, without recourse, all of its
right, title and interest in, to and under (i) the Receivables now
existing and hereafter created and arising in connection with the
Accounts existing as of the Initial Closing Date and any Additional
Accounts, including, without limitation, all accounts, general
intangibles, chattel paper, contract rights, and other obligations of
any Obligor with respect to the Receivables, now or hereafter
existing, (ii) all monies and investments due or to become due with
respect thereto (including, without limitation, the right to any
Finance Charge Receivables, including any Recoveries), (iii) all
proceeds of such Receivables, (iv) the Purchase Agreement and (v) the
Bank Receivables Purchase Agreement to the extent that it relates to
the Receivables."
Section 3. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 4. Counterparts. This Agreement may be executed in
two or more counterparts (and by different parties on separate counterparts),
each of which shall be an original, but all of which together shall constitute
one and the same instrument.
2
IN WITNESS WHEREOF, the Transferor, the Servicer and the
Trustee have caused this Agreement to be duly executed by their respective
officers as of the day and year first above written.
METRIS RECEIVABLES, INC.,
as Transferor
By: /s/ Xxxxxx X. Xxxxxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: President
DIRECT MERCHANTS CREDIT CARD
BANK, NATIONAL ASSOCIATION,
as Servicer
By: /s/ Xxxxxx X. Xxxxxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title:Chief Financial Officer
THE BANK OF NEW YORK (DELAWARE),
as Trustee
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Assistant Vice President
