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Exhibit 10.p
REGISTRATION RIGHTS AGREEMENT
(this "Agreement"), dated as of [ ],
1996, between Fingerhut Companies, Inc., a
Minnesota corporation ("FCI"), and Metris
Companies Inc., a Delaware corporation (the
"Company").
WHEREAS, FCI [together with its subsidiaries] is
the owner of [all] of the issued and outstanding shares of
the common stock (the "Common Stock"), of the Company;
WHEREAS, the Company is offering and selling to
the public by means of a Registration Statement on Form S-1
(the "Registration Statement") up to [ ] shares of
the Common Stock; and
WHEREAS, the Company and FCI desire to provide for
certain registration rights with respect to the shares of
Common Stock held by FCI (the "Shares").
NOW THEREFORE, in consideration of the mutual
covenants and agreements set forth herein and for other good
and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereby agree as
follows:
ARTICLE I
Effectiveness of Agreement; Term
SECTION 1.01. Closing Date. This Agreement shall
take effect upon the closing (the "Closing Date") of the
sale of shares of Common Stock offered by the Company
pursuant to the Registration Statement (File No. 333-10831)
filed with the Securities and Exchange Commission (the
"SEC") on [ ], 1996.
SECTION 1.02. Term. This Agreement shall remain
in effect from the Closing Date until that date (the
"Termination Date") which is five years after the date on
which FCI ceases to own at least [50%] of the outstanding
shares of stock of the Company entitled to vote generally in
the election of directors; provided, however, that this
Agreement shall remain in effect until the completion of any
registration of shares under Article II or Article III which
commenced prior to the Termination Date notwithstanding the
Termination Date.
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ARTICLE II
Demand Registration
SECTION 2.01. Notice. Upon the terms and subject
to the conditions set forth herein, upon written notice of
FCI or its Permitted Transferees (as defined in
Section 2.04) (FCI and such Permitted Transferees being
collectively referred to herein as the "Holders") requesting
that the Company effect the registration under the
Securities Act of 1933, as amended (the "Securities Act"),
of any or all of the Shares held by it, which notice shall
specify the intended method or methods of disposition of
such Shares, the Company will promptly give written notice
of the proposed registration to all other Holders and will
use its best efforts to effect (at the earliest possible
date) the registration under the Securities Act of such
Shares (and the Shares of any other Holders joining in such
request as are specified in a written notice received by the
Company within 20 days after receipt of the Company's
written notice of the proposed registration) for disposition
in accordance with the intended method or methods of
disposition stated in such request; provided, however, that:
(a) if the Company shall have previously effected
two registrations with respect to Shares pursuant to
this Article II within the previous 18 months, the
Company shall not be required to effect a registration
pursuant to this Article II until 18 months shall have
elapsed from the effective date of the second most
recent such registration;
(b) if, upon receipt of a registration request
pursuant to this Article II, the Company is advised in
writing, with a copy to the Holders of Shares proposed
to be included in the offering (the "Selling Holders"),
by a recognized independent investment banking firm
selected by the Company and reasonably acceptable to
the Selling Holders that, in such firm's opinion, a
registration at the time and on the terms requested
would adversely affect any public offering of
securities by the Company, other than in connection
with employee benefit and similar plans (a "Company
Offering") that had been contemplated by the Company
prior to the notice by the Holders requesting
registration, the Company shall not be required to
effect a registration pursuant to this Article II until
the earliest of (i) four months after the completion of
such Company Offering, (ii) the termination of any
"blackout" period required by the underwriters, if any,
to be applicable to the Holders in connection with such
Company Offering, (iii) promptly after abandonment of
such Company Offering or (iv) six months after the date
of written notice by the Holders requesting
registration;
(c) if, while a registration request is pending
pursuant to this Article II, the Company determines in
the good faith judgment of the general counsel of the
Company that the filing of a registration statement
would require the disclosure of material information
which the Company has a bona fide business purpose for
preserving as confidential and the disclosure of which
would have a material adverse effect on the Company or
the Company is unable to comply with SEC requirements,
the Company shall not be required to effect a
registration pursuant to this Article II until the
earlier of (i) the date upon which such material
information is disclosed to the public or ceases to be
material or (ii) 90 days after the Company makes such
good faith determination; and
(d) the number of Shares registered pursuant to
any registration requested pursuant to this Article II
shall represent not less than 5% of the Shares then
held by the Holders.
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SECTION 2.02. Registration Expenses. (a) All
Registration Expenses (as defined in Article VIII) for the
first three (plus the number of Blackout Termination Rights
provided for by Section 4.03(b)) registrations effected
pursuant to this Article II shall be paid by the Company on
behalf of any Holders; provided, however, that if any
securities are registered for sale for the account of any
Person (as such term is defined in Section 2(2) of the
Securities Act) other than the Selling Holders pursuant to
Section 2.03, each such other Person shall bear its pro rata
share of the Registration Expenses (or such other amount as
shall be determined by the Company and such Person) and the
Company shall bear the remaining share of the Registration
Expenses.
(b) The Company and FCI shall each bear one half
of the Registration Expenses (as defined in
Article VIII) for all registrations effected pursuant
to this Article II subsequent to those provided for by
Section 2.02(a); provided, however, that if any
securities are registered for sale for the account of
any Person (as such term is defined in Section 2(2) of
the Securities Act) other than the Selling Holders
pursuant to Section 2.03, each such other Person shall
bear its pro rata share of the Registration Expenses,
and the Company and FCI shall each bear one half of the
remaining share of the Registration Expenses.
SECTION 2.03. Third Person Shares. The Company
shall have the right to cause the registration of securities
for sale for the account of any Person (other than the
Selling Holders) in any registration of Shares requested
pursuant to this Article II; provided, however, that the
Company shall not have the right to cause the registration
of such securities of such other Persons if:
(a) the Selling Holders are advised in writing
(with a copy to the Company) by a recognized
independent investment banking firm selected by the
Selling Holders and reasonably acceptable to the
Company that, in such firm's opinion, registration of
such securities would adversely affect in a significant
manner the offering and sale of Shares then
contemplated by the Selling Holders; or
(b) the Selling Holders do not receive assurances
reasonably satisfactory to them that such other Person
for whose account such securities are being registered
will pay a pro rata share of the Registration Expenses
pursuant to Section 2.02 (provided that for purposes of
this clause (b), the guarantee by the Company to the
Selling Holders of payment of such share of the
Registration Expenses shall constitute satisfactory
assurance to the Selling Holders).
SECTION 2.04. Permitted Transferees. As used in
this Agreement, "Permitted Transferees" shall mean any
transferee, whether direct or indirect, of Shares designated
by FCI in a written notice to the Company as provided for in
Section 9.05. Such written notice shall be signed by both
FCI and the Permitted Transferees so designated and shall
include an undertaking by the Permitted Transferees to
comply with the terms and conditions of this Agreement
applicable to FCI.
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ARTICLE III
Incidental Registration
SECTION 3.01. Notice and Registration. If the
Company proposes to register any of the Common Stock ("Other
Securities") for public sale under the Securities Act
(whether proposed to be offered for sale by the Company or
any other Person), on a form and in a manner which would
permit registration of Shares for sale to the public under
the Securities Act, it will give prompt written notice to
the Holders of its intention to do so, and upon the written
request of any or all of the Holders delivered to the
Company within 10 business days after the giving of any such
notice (which request shall specify the Shares intended to
be disposed of by such Holders and the intended method of
disposition thereof) the Company will use its best efforts
to effect, in connection with the registration of the Other
Securities, the registration under the Securities Act of all
Shares which the Company has been so requested to register
by such Holders (which shall then become Selling Holders),
to the extent required to permit the disposition (in
accordance with the intended method or methods thereof as
aforesaid) of the Shares so to be registered; provided,
however, that:
(a) if, at any time after giving such written
notice of its intention to register any Other
Securities and prior to the effective date of the
registration statement filed in connection with such
registration, the Company shall determine for any
reason not to register the Other Securities, the
Company may, at its election, give written notice of
such determination to the Selling Holders (or, if prior
to delivery of the Holders' written request described
above in this Section 3.01, the Holders) and thereupon
the Company shall be relieved of its obligation to
register such shares in connection with the
registration of such Other Securities (but not from its
obligation to pay Registration Expenses to the extent
incurred in connection therewith as provided in
Section 3.02), without prejudice, however, to the
rights (if any) of any Selling Holders immediately to
request that such registration be effected as a
registration under Article II;
(b) the Company shall have the right to exclude
all the Shares from registration, or limit the number
of Shares to be registered, pursuant to this Article
III if an underwriter of the registration shall advise
the Company in writing (with a copy to the Selling
Holders or, if prior to delivery of the Holders'
written request described above in this Section 3.01,
the Holders) that, in such underwriter's opinion, a
registration of all Shares which the Company has been
requested to register at that time would adversely
affect the Company Offering; and
(c) the Company shall not be required to effect
any registration of Shares under this Article III
incidental to the registration of any of its securities
in connection with mergers, acquisitions, exchange
offers, subscription offers, dividend reinvestment
plans or stock option or other employee benefit plans.
No registration of Shares affected under this
Article III shall relieve the Company of its obligation to
effect a registration of Shares pursuant to Article II.
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SECTION 3.02. Registration Expenses. The Company
and the Selling Holders will each pay their respective
pro rata shares of the Registration Expenses in connection
with any registration pursuant to this Article III.
ARTICLE IV
Registration Procedures
SECTION 4.01. Registration and Qualification. If
and whenever the Company is required to use its best efforts
to effect the registration of any Shares under the
Securities Act as provided in Articles II and III, the
Company will as promptly as is practicable:
(a) prepare, file and use its best efforts to
cause to become effective a registration statement
under the Securities Act regarding Shares to be
offered;
(b) prepare and file with the SEC such amendments
and supplements to such registration statement and the
prospectus used in connection therewith as may be
necessary to keep such registration statement effective
and to comply with the provisions of the Securities Act
with respect to the disposition of all Shares until the
earlier of (i) such time as all of such Shares have
been disposed of in accordance with the intended
methods of disposition by the Selling Holders set forth
in such registration statement or (ii) the expiration
of nine months after such registration statement
becomes effective;
(c) furnish to the Selling Holders and to any
underwriter of such Shares such number of conformed
copies of such registration statement and of each such
amendment and supplement thereto (in each case
including all exhibits), such number of copies of the
prospectus included in such registration statement
(including each preliminary prospectus and any summary
prospectus), in conformity with the requirements of the
Securities Act, such documents incorporated by
reference in such registration statement or prospectus,
and such other documents as the Selling Holders or such
underwriter may reasonably request;
(d) use its best efforts to register or qualify
all Shares covered by such registration statement under
such other securities or blue sky laws of such United
States jurisdictions as the Selling Holders or any
underwriter of such Shares shall reasonably request,
and do any and all other acts and things which may be
necessary or advisable to enable the Selling Holders or
any underwriter to consummate the disposition in such
jurisdictions of its Shares covered by such
registration statement, except that the Company shall
not for any such purpose be required to qualify
generally to do business as a foreign corporation in
any jurisdiction where it is not so qualified, or to
subject itself to taxation in any such jurisdiction, or
to consent to general service of process in any such
jurisdiction;
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(e) (i) furnish to the Selling Holders, addressed
to them, an opinion of counsel for the Company, dated
the date of the closing under the underwriting
agreement, and (ii) use its best efforts to furnish to
the Selling Holders, addressed to them, a "cold
comfort" letter signed by the independent public
accountants who have certified the Company's financial
statements included in such registration statement,
covering substantially the same matters with respect to
such registration statement (and the prospectus
included therein) and, in the case of such accountants'
letter, with respect to events subsequent to the date
of such financial statements, as are customarily
covered in opinions of issuer's counsel and in
accountants' letters delivered to underwriters in
underwritten public offerings of securities and such
other matters as the Selling Holders may reasonably
request; and
(f) immediately notify the Selling Holders at any
time when a prospectus relating to a registration
pursuant to Article II or III is required to be
delivered under the Securities Act of the happening of
any event as a result of which the prospectus included
in such registration statement, as then in effect,
includes an untrue statement of a material fact or
omits to state any material fact required to be stated
therein or necessary to make the statements therein, in
light of the circumstances under which they were made,
not misleading, and at the request of the Selling
Holders prepare and furnish to the Selling Holders a
reasonable number of copies of a supplement to or an
amendment of such prospectus as may be necessary so
that, as thereafter delivered to the purchasers of such
Shares, such prospectus shall not include an untrue
statement of a material fact or omit to state a
material fact required to be stated therein or
necessary to make the statements therein, in light of
the circumstances under which they are made, not
misleading.
The Company may require the Selling Holders to
furnish the Company with such information regarding the
Selling Holders and the distribution of such securities as
the Company may from time to time reasonably request in
writing and as shall be required by law, the SEC or any
securities exchange on which any shares of Common Stock are
then listed for trading in connection with any registration.
SECTION 4.02. Underwriting. If requested by the
underwriters for any underwritten offering of Shares
pursuant to a registration requested hereunder (including
any registration under Article III which involves, in whole
or in part, an underwritten offering), the Company will
enter into an underwriting agreement with such underwriters
for such offering, such agreement to contain such
representations and warranties by the Company and such other
terms and provisions as are customarily contained in
underwriting agreements with respect to secondary
distributions, including, without limitation, indemnities
and contribution to the effect and to the extent provided in
Article VI and the provision of opinions of counsel and
accountants' letters to the effect and to the extent
provided in Section 4.01(e). The Company may require that
Shares requested to be registered pursuant to Article III be
included in such underwriting on the same terms and
conditions as shall be applicable to the Other Securities
being sold through underwriters under such registration.
The Selling Holders of Shares to be distributed by such
underwriters shall be parties to any such underwriting
agreement, and the representations and warranties by, and
the other agreements on the part of, the Company to and for
the benefit of such underwriters shall also be made to and
for the benefit of such Selling Holders.
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SECTION 4.03. Blackout Periods. (a) At any time
when a registration statement effected pursuant to
Article II relating to Shares is effective, upon written
notice from the Company to the Selling Holders that the
Company determines in the good faith judgment of the general
counsel of the Company that the Selling Holders sale of
Shares pursuant to the registration statement would require
disclosure of material information which the Company has a
bona fide business purpose for preserving as confidential
and the disclosure of which would have a material adverse
effect on the Company or the Company is unable to comply
with SEC requirements (an "Information Blackout"), the
Selling Holders shall suspend sales of Shares pursuant to
such registration statement until the earlier of (i) the
date upon which such material information is disclosed to
the public or ceases to be material, (ii) 90 days after the
Company makes such good faith determination or (iii) such
time as the Company notifies the Selling Holders that sales
pursuant to such registration statement may be resumed (the
number of days from such suspension of sales of the Selling
Holders until the day when such sales maybe resumed
hereunder is hereinafter called a "Sales Blackout Period").
(b) Any delivery by the Company of notice of an
Information Blackout during the 90 days immediately
following effectiveness of any registration statement
effected pursuant to Article II shall give the Selling
Holders the right, by notice to the Company within
20 days after the end of such blackout period, to
cancel such registration and obtain for the Holders one
additional registration right (a "Blackout Termination
Right") under Section 2.01(a).
(c) If there is an Information Blackout and the
Selling Holders do not exercise the cancellation right,
if any, pursuant to clause (b) of this Section 4.03,
or, if such cancellation right is not available, the
period set forth in Section 4.01(b)(ii) shall be
extended for a number of days equal to the number of
days in the Sales Blackout Period.
SECTION 4.04. Listing. In connection with the
registration of any offering of Shares pursuant to this
Agreement, the Company agrees to use its best efforts to
effect the listing of such Shares on any securities exchange
on which any shares of the Common Stock are then listed or
otherwise facilitate the public trading of such shares.
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ARTICLE V
Preparation; Reasonable Investigation
SECTION 5.01. Preparation; Reasonable
Investigation. In connection with the preparation and
filing of each registration statement registering Shares
under the Securities Act, the Company will give the Selling
Holders and the underwriters, if any, and their respective
counsel and accountants, such reasonable and customary
access to its books and records and such opportunities to
discuss the business of the Company with its officers and
the independent public accountants who have certified its
financial statements as shall be necessary, in the opinion
of the Selling Holders and such underwriters or their
respective counsel, to conduct a reasonable investigation
within the meaning of the Securities Act.
ARTICLE VI
Indemnification and Contribution
SECTION 6.01. Indemnification and Contribution.
(a) In the event of any registration of any Shares
hereunder, the Company will enter into customary
indemnification arrangements to indemnify and hold harmless
each of the Selling Holders, each of their respective
directors and officers, each Person who participates as an
underwriter in the offering or sale of such securities, each
officer and director of each underwriter, and each Person if
any, who controls each such Selling Holder or any such
underwriter within the meaning of the Securities Act against
any losses, claims, damages, liabilities and expenses, joint
or several, to which such Person may be subject under the
Securities Act or otherwise insofar as such losses, claims,
damages, liabilities or expenses (or actions or proceedings
in respect thereof) arise out of or are based upon (i) any
untrue statement or alleged untrue statement of any material
fact contained in any registration statement under which
such securities were registered under the Securities Act,
any preliminary prospectus or final prospectus included
therein, or any amendment or supplement thereto, or any
document incorporated by reference therein, or (ii) any
omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the
statements therein not misleading, and the Company will
reimburse each such Person, as incurred, for any legal or
any other expenses reasonably incurred by such Person in
connection with investigating or defending any such loss,
claim, liability, action or proceeding; provided, however,
that the Company shall not be liable in any such case to the
extent that any such loss, claim, damage, liability (or
action or proceeding in respect thereof) or expense arises
out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission made in
such registration statement, any such preliminary prospectus
or final prospectus, amendment or supplement in reliance
upon and in conformity with written information furnished to
the Company by the Selling Holders or such underwriter
specifically for use in the preparation thereof. Such
indemnity shall remain in full force and effect regardless
of any investigation made by or on behalf of the Selling
Holders or any such Person and shall survive the transfer of
such Securities by the Selling Holders. The Company also
shall agree to provide for contribution as shall reasonably
be requested by the Selling Holders or any underwriters in
circumstances where such indemnity is held unenforceable.
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(b) The Selling Holders, by virtue of exercising
their respective registration rights hereunder, agree
and undertake to enter into customary indemnification
arrangements to indemnify and hold harmless (in the
same manner and to the same extent as set forth in
clause (a) of this Section 6.01) the Company, each
director of the Company, each officer of the Company
who shall sign such registration statement, each Person
who participates as an underwriter in the offering or
sale of such securities, each officer and director of
each underwriter, and each Person, if any, who controls
the Company or any such underwriter within the meaning
of the Securities Act, with respect to any statement in
or omission from such registration statement, any
preliminary prospectus or final prospectus included
therein, or any amendment or supplement thereto, if
such statement or omission was made in reliance upon
and in conformity with written information furnished by
the Selling Holders to the Company specifically for
inclusion in such registration statement or prospectus.
Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of
the Company or any such director, officer or
controlling Person and shall survive the transfer of
the registered securities by the Selling Holders. The
Selling Holders also shall agree to provide for
contribution as shall reasonably be requested by the
Company for any underwriters in circumstances where
such indemnity is held unenforceable.
(c) Indemnification and contribution similar to
that specified in the preceding subdivisions of this
Section 6.01 (with appropriate modifications) shall be
given by the Company and the Selling Holders with
respect to any required registration or other
qualification of such Shares under any federal or state
law or regulation of governmental authority other than
the Securities Act.
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ARTICLE VII
Benefits and Termination of Registration Rights
SECTION 7.01. Benefits and Termination of
Registration Rights. The Holders may jointly exercise the
registration rights granted hereunder in such manner and
proportions as they shall agree among themselves; provided,
however, any Permitted Transferees of Shares shall be
subject to and bound by all of the terms and conditions
hereof applicable to FCI (in addition to those terms and
conditions expressly applicable to Holders or Selling
Holders). The registration rights hereunder shall cease to
apply to Shares when: (a) a registration statement with
respect to the sale of such Shares shall have become
effective under the Securities Act and such Shares shall
have been disposed of in accordance with such registration
statement; (b) they shall have been sold to the public
pursuant to Rule 144 under the Securities Act (or any
successor provision); (c) they shall have been otherwise
transferred, new certificates for them not bearing a legend
restricting further transfer shall have been delivered by
the Company, and subsequent public distribution of them
shall not require registration or qualification of them
under the Securities Act or any similar state law then in
force; or (d) they shall have ceased to be outstanding.
ARTICLE VIII
Registration Expenses
SECTION 8.01. Registration Expenses. As used in
this Agreement, the term "Registration Expenses" means all
expenses incident to the Company's performance of or
compliance with the registration requirements set forth in
this Agreement including, without limitation, the following:
(a) the fees, disbursements and expenses of the Company's
counsel and accountants in connection with the registration
of Shares to be disposed of under the Securities Act;
(b) all expenses in connection with the preparation,
printing and filing of the registration statement, any
preliminary prospectus or final prospectus, any other
offering document and amendments and supplements thereto and
the mailing and delivering of copies thereof to the
underwriters and dealers; (c) the cost of printing and
producing any agreement(s) among underwriters, underwriting
agreement(s), and blue sky or legal investment memoranda,
any selling agreements and any amendments thereto or other
documents in connection with the offering, sale or delivery
of Shares to be disposed of; (d) all expenses in connection
with the qualification of Shares to be disposed of for
offering and sale under state securities laws, including the
fees and disbursements of counsel for the underwriters in
connection with such qualification and in connection with
any blue sky and legal investment surveys; (e) the filing
fees incident to securing any required review by NASDAQ of
the terms of the sale of Shares to be disposed of; (f) the
costs of preparing stock certificates; and (g) the costs and
charges of the Company's transfer agent and registrar.
Registration Expenses shall not include underwriting
discounts and underwriters commissions attributable to the
Shares being registered for sale on behalf of the Selling
Holders, and the fees, disbursements and expenses of the
Selling Holders' counsel, which shall be paid by the Selling
Holders.
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ARTICLE IX
Miscellaneous
SECTION 9.01. No Inconsistent Agreements. The
Company shall not on or after the date of this Agreement
enter into any agreement with respect to its securities that
violates the rights expressly granted to the Holders in this
Agreement.
SECTION 9.02. Assignment. This Agreement shall be
binding upon and inure to the benefit of and be enforceable
by the parties hereto and with respect to the Company, its
respective successors and assigns, and with respect to FCI,
any Permitted Transferees of the Shares.
SECTION 9.03. Governing Law; Jurisdiction. This
Agreement shall be construed, performed and enforced in
accordance with, and governed by, the laws of the State of
[ ] applicable to contracts executed in and to be
performed in that State.
SECTION 9.04. Severability. In the event that
any part of this Agreement is declared by any court or other
judicial or administrative body to be null, void or
unenforceable, said provision shall survive to the extent it
is not so declared, and all of the other provisions of this
Agreement shall remain in full force and effect.
SECTION 9.05. Notices. All notices, requests,
demands and other communications under this Agreement shall
be in writing and shall be deemed to have been fully given:
(a) on the date of service if served personally on the party
to whom notice is to be given; (b) on the day of
transmission if sent via facsimile transmission to the
facsimile number given below, and telephonic confirmation of
receipt is obtained promptly after completion of
transmission; (c) on the day after delivery to Federal
Express or similar overnight courier or the Express Mail
service maintained by the United States Postal Service; or
(d) on the fifth day after mailing, if mailed to the party
to whom notice is to be given, by first class mail,
registered or certified, postage prepaid and properly
addressed, to the party as follows:
If to FCI or any other Holder:
Fingerhut Companies, Inc.
0000 Xxxxx Xxxx
Xxxxxxxxxx, XX 00000
Attn: General Counsel
Telecopy: (000) 000-0000
If to the Company:
[Fingerhut Financial Services Corporation
000 Xxxxx Xxxxxxx 000, Xxxxx 0000
Xx. Xxxxx Xxxx, Xxxxxxxxx 00000
Attn: General Counsel
Telecopy: (000) 000-0000]
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Any party may change its address for the purpose
of this Section by giving the other party written notice of
its new address in the manner set forth above.
SECTION 9.06. Amendments; Waivers. This
Agreement may be amended or modified, and any of the terms,
covenants or conditions hereof may be waived, only by a
written instrument executed by the parties hereto, or in the
case of a waiver, by the party waiving compliance. Any
waiver by any party of any condition, or of the breach of
any provision, term or covenant contained in this Agreement,
in any one or more instances, shall not be deemed to be nor
construed as furthering or continuing waiver of any such
condition, or of the breach of any other provision, term or
covenant of this Agreement.
SECTION 9.07. Section and Paragraph Headings.
The section and paragraph headings in this Agreement are for
reference purposes only and shall not affect the meaning or
interpretation of this Agreement.
SECTION 9.08. Counterparts. This Agreement may
be executed in counterparts, each of which shall be deemed
an original, but all of which shall constitute the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed by their respective officers
thereunto duly authorized as of the date first above
written.
METRIS COMPANIES INC.,
by
Name:
Title:
FINGERHUT COMPANIES, INC.,
by
Name:
Title:
