Contract

EXHIBIT 10.14a

Execution Copy

     FIRST AMENDMENT dated as of December 21, 2004 (this “Amendment”) to the Senior Secured Credit Agreement dated as of May 6, 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) Amendment to Section 6.01(f) of the Credit Agreement. Section 6.01(f) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

          “(f) Available Liquidity Covenant. In the case of the Borrower, permit the Liquidity Amount at any time to be less than the product of (i) 1.08 and (ii) the principal balance of all Term Loans then outstanding.”

          (b) Amendment to Section 6.02(d) of the Credit Agreement. Section 6.02(d) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

          “(d) unsecured Indebtedness of the Borrower and its Subsidiaries in an aggregate principal amount not exceeding $155,000,000 at any time;”

          (c) Amendment to Section 6.02(f) of the Credit Agreement. Section 6.02(f) of the Credit Agreement is hereby amended by deleting the following proviso:

          “(for the avoidance of doubt, the exception in this clause shall only be permitted so long as no Default has occurred or is continuing)”

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          (d) Amendment to Section 6.02(h) of the Credit Agreement. Section 6.02(h) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

          “(h) unsecured Indebtedness of the Borrower and its Subsidiaries maturing on or after the date that is 91 days after the Maturity Date in an amount not to exceed $50,000,000; and”

          (e) Amendment to Section 6.02(i) of the Credit Agreement. Section 6.02(i) of the Credit Agreement is hereby amended by deleting the following proviso:

          “(for the avoidance of doubt, the exceptions in this clause shall only be permitted so long as no Default has occurred or is continuing)”

          (f) Amendment to Section 6.07(b)(iii) of the Credit Agreement. Section 6.07(b)(iii) of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

          “(iii) payment of any Indebtedness permitted by Section 6.02(d) in accordance with its terms, including the payment of Senior Note Indebtedness at any time pursuant to the terms of the Senior Note Indenture; and”

     (g) Amendment to Section 6.10 of the Credit Agreement. Section 6.10 of the Credit Agreement is hereby amended by adding a new clause at the end thereof to read as follows:

          “and further provided that, with respect to (b), the Senior Note Indenture dated July 13, 1999, as supplemented, applicable to the Borrower’s 10.125% Senior Notes issued thereunder and due in 2006, may be amended or waived to permit the optional redemption thereof at par prior to July 15, 2005.”

     2. 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.

     3. 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.

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

     5. 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;

          (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).

     6. 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.

     7. 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.

     8. 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.

     9. *

     10. 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, modifies 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 First 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

		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

		Institution:		Andover Capital Offshore Partners Ltd.
		By:		/s/ Xxxxx Xxxxxx
		Name:		Xxxxx Xxxxxx
		Title:		Managing Partner of the Advisor
		Institution:		Andover Capital Partners LP
		By:		/s/ Xxxxx Xxxxxx
		Name:		Xxxxx Xxxxxx
		Title:		Managing Partner of the LP
		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/ Xxxx X. X’Xxxxxx Xx.
		Name:		Xxxx X. X’Xxxxxx Xx.
		Title:		Executive 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
		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.
		Institution:		Bear Xxxxxxx Invest Product
		By:		/s/ Xxx Xxxxx
		Name:		Xxx Xxxxx
		Title:		Author Signatory
		Institution:		Xxxxxxx CBO, Limited
				By: American Express Asset Management Group, Inc., its authorized signatory
		By:		/s/ Xxxx X. Xxxxxxxx
		Name:		Xxxx X. Xxxxxxxx
		Title:		Vice President and Portfolio Manager

		Institution:		California Public Employees’ Retirement System
				By: Highland Capital Management, L.P. As Authorized Representatives of the Board
		By:		/s/ Xxxx Xxxxxxx
		Name:		Xxxx Xxxxxxx
		Title:		Senior Portfolio Manager
				Highland Capital Management, L.P.
		Institution:		Canpartners Investments IV, LLC
		By:		/s/ Xxxxxxxx X. Xxxxx
		Name:		Xxxxxxxx X. Xxxxx
		Title:		Managing Partner
		Institution:		Caspian Capital Partners, LP
		By:		/s/ Xxxxxxx Xxxx, XX
		Name:		Xxxxxxx Xxxx, XX
		Title:		Treasurer
		Institution:		Cedar CBO, Limited
				By: American Express Asset Management Group, Inc., its authorized signatory
		By:		/s/ Xxxx X. Xxxxxxxx
		Name:		Xxxx X. Xxxxxxxx
		Title:		Vice President and Portfolio Manager

		Institution:		Cedarview Capital
		By:		/s/ Xxxxxx Xxxxxxxxx
		Name:		Xxxxxx Xxxxxxxxx
		Title:		Managing Partner
		Institution:		Centennial CBO, Limited
				By: American Express Asset Management Group, Inc., its authorized signatory
		By:		/s/ Xxxx X. Xxxxxxxx
		Name:		Xxxx X. Xxxxxxxx
		Title:		Vice President and Portfolio Manager
		Institution:		Centurion CDO I, Limited
				By: American Express Asset Management Group, Inc., its authorized signatory
		By:		/s/ Xxxx X. Xxxxxxxx
		Name:		Xxxx X. Xxxxxxxx
		Title:		Vice President and Portfolio Manager
		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/ Xxxxx X. Xxxxx
		Name:		Xxxxx X. Xxxxx
		Title:		Assistant Vice President
		Institution:		Empyrean Investments LLC
		By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Authorized Signatory
		Institution:		Fidelity Advisor Series II:
				Fidelity Advisor Strategic Income Fund
		By:		/s/ Xxxx X. Xxxxxxxx
		Name:		Xxxx X. Xxxxxxxx
		Title:		Assistant Treasurer

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

		Institution:		Galaxy III CLO, Ltd.
				By: AIG Global Investment Corp., as Investment Advisor
		By:		/s/ Xxxxxx X. Oh
		Name:		Xxxxxx X. Oh
		Title:		Managing Director
		Institution:		Xxxxxxx Xxxxx Credit Partners L.P.
		By:		/s/ Xxxxxxx Xxxx
		Name:		Xxxxxxx Xxxx
		Title:		Authorized Signatory
		Institution:		Xxxxxxx Sachs Special Situations Investing Group, Inc.
		By:		/s/ Xxxxxx Xxxxxxxxxx
		Name:		Xxxxxx Xxxxxxxxxx
		Title:		Authorized Signatory
		Institution:		Greywolf Loan Participation, LLC
		By:		/s/ Xxxxxxx Xxxx
		Name:		Xxxxxxx Xxxx
		Title:		COO
		Institution:		Goggshorm Portfolio Company X LLC
		By:		/s/ Xxxxxxx Xxxxxxx
		Name:		Xxxxxxx Xxxxxxx
		Title:		Principal

		Institution:		Xxxxxxxxx Capital
				Master Fund, LP
		By:		/s/ Xxxxx Xxxxxxxxx
		Name:		Xxxxx Xxxxxxxxx
		Title:		Managing Member of its General Partner
		Institution:		Xxxxxxxxx Opportunity
				Master Fund, LP
		By:		/s/ Xxxxx Xxxxxxxxx
		Name:		Xxxxx Xxxxxxxxx
		Title:		Managing Member of its General Partner
		Institution:		Highland Floating Rate Advantage Fund
				By: Highland Capital Management, L.P., its
				Investment Advisor
		By:		/s/ Xxxx Xxxxxxx
		Name:		Xxxx Xxxxxxx
		Title:		Senior Portfolio Manager
				Highland Capital Management, L.P.
		Institution:		Highland Floating Rate Limited Liability Company
				By: Highland Capital Management, L.P., its Investment Advisor
		By:		/s/ Xxxx Xxxxxxx
		Name:		Xxxx Xxxxxxx
		Title:		Senior Portfolio Manager
				Highland Capital Management, L.P.

		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/ Xxxx X. X’Xxxxxx Xx.
		Name:		Xxxx X. X’Xxxxxx Xx.
		Title:		Executive Vice President
		Institution:		Isles CBO, Limited
				By: American Express Asset Management Group, Inc., its authorized signatory
		By:		/s/ Xxxx X. Xxxxxxxx
		Name:		Xxxx X. Xxxxxxxx
		Title:		Vice President and Portfolio Manager
		Institution:		Marinier LDC
				By: Riva Ridge Capital Management LP, as Investment Manager
		By:		/s/ Xxxxxxx Xxxxxx
		Name:		Xxxxxxx Xxxxxx
		Title:		Authorized Signatory

		Institution:		Xxxxx Capital
		By:		/s/ Xxxxxxx Xxxxxxx
		Name:		Xxxxxxx Xxxxxxx
		Title:		Principal
		Institution:		Xxxxx Capital, LTD
		By:		/s/ Xxxxxxx Xxxxxxx
		Name:		Xxxxxxx Xxxxxxx
		Title:		Principal
		Institution:		Metropolitan West High Yield Bond Fund
		By:		/s/ Xxxx Xxxxxxxxx
		Name:		Xxxx Xxxxxxxxx
		Title:		Chief Operating Officer
		Institution:		Metropolitan West Strategic Income Fund
		By:		/s/ Xxxx Xxxxxxxxx
		Name:		Xxxx Xxxxxxxxx
		Title:		Chief Operating Officer
		Institution:		Quadrangle Master Funding LTD
		By:		/s/ Quadrangle Master Funding LTD
		Name:
		Title:		Managing Principal

		Institution:		Redwood Master Fund, Ltd.
		By:		/s/ Xxxxxxxx Xxxxxxx
		Name:		Xxxxxxxx Xxxxxxx
		Title:		Director
		Institution:		SEI Institutional Managed Trust High Yield Bond Fund
		By:		/s/ Xxxx Xxxxxxxxx
		Name:		Xxxx Xxxxxxxxx
		Title:		Chief Operating Officer
		Institution:		Shepherd Investments International, Ltd.
		By:		/s/ Xxxxxxx X. Xxxx
		Name:		Xxxxxxx X. Xxxx
		Title:		Managing Member of Xxxxx Offshore
				Management, LLC, Investment Manager
		Institution:		Xxxxx Trading
		By:		/s/ Xxxxxxx X. Xxxx
		Name:		Xxxxxxx X. Xxxx
		Title:		Managing Member of Xxxxx Onshore Management, LLC, General Partner
		Institution:		SunAmerica Life Insurance Company
				By: AIG Global Investment Corp. as Investment Advisor
		By:		/s/ Xxxxxx X. Oh
		Name:		Xxxxxx X. Oh
		Title:		Managing Director

		Institution:		Sunrise Partner Limited Partnership
		By:		/s/ Xxxxxxx X. Bemar
		Name:		Xxxxxxx X. Bemar
		Title:		Vice President,
				Xxxx General Partner Corp.
				General Partner
		Institution:		Taconic Capital Partners LP
		By:		/s/ Xxx Xxxxxxx
		Name:		Xxx Xxxxxxx
		Title:		Principal
		Institution:		TCW Bass Lake Partners, L.P.
		By:		/s/ Xxxxxxx X. Xxxxxx
		Name:		Xxxxxxx X. Xxxxxx
		Title:		Managing Director
		Institution:		TCW High Income Parnters II LTD
		By:		/s/ Xxxxxxx Xxxxx
		Name:		Xxxxxxx Xxxxx
		Title:		Managing Director
		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 X. Xxxxxxxx
		Name:		Xxxx X. Xxxxxxxx
		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
		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.