AMENDMENT NO. 4 TO THE
TRANSFER AND ADMINISTRATION AGREEMENT
This AMENDMENT NO. 4, dated October 22, 1998 to the TRANSFER AND
ADMINISTRATION AGREEMENT, dated October 23, 1997, (as amended, modified,
supplemented, restated, or replaced from time to time, the "Agreement"), by and
among METRIS FUNDING CO., a Delaware corporation, as transferor (in such
capacity, the "Transferor"), DIRECT MERCHANTS CREDIT CARD BANK, NATIONAL
ASSOCIATION, a national banking association ("DMCCB"), as collection agent (in
such capacity, the "Collection Agent"), KITTY HAWK FUNDING CORPORATION, a
Delaware corporation (the "Company"), and NATIONSBANK, N.A., a national banking
association ("NationsBank"), as agent for the Company and the Bank Investors (in
such capacity, the "Agent") and as a Bank Investor.
PRELIMINARY STATEMENTS
WHEREAS, the parties hereto have entered into the Agreement whereby
the Transferor may convey, transfer, and assign from time to time undivided
interests in certain accounts receivable, and the Company may, and the Bank
Investors, if requested, shall accept such conveyance, transfer and assignment
of such undivided percentage interests, subject to the terms and conditions of
the Agreement and
WHEREAS, the parties to the Agreement desire to make certain amendments
to the Agreement.
NOW, THEREFORE, the parties hereby agree as follows::
ARTICLE I
DEFINITIONS
SECTION 1.1 Defined Terms
As used in this Amendment, all capitalized terms not otherwise defined
herein shall have the meanings assigned such terms in the Agreement.
ARTICLE II
THE AMENDMENTS
SECTION 2.1 Amendment to Certain Defined Terms.
The definition of "Commitment Termination Date" is to be amended as
follows and the effective date of such amendment shall be October 22, 1998:
The date October 22, 1998 in the definition "Commitment Termination
Date" shall be replaced by October 21, 1999.
ARTICLE III
MISCELLANEOUS
SECTION 3.1 Representations and Warranties.
The Transferor hereby makes to the Company, on and as of the date
hereof, all of the representations and warranties set forth in Section 3.1 of
the Agreement.
The Collection Agent hereby makes to the Company, on and as of the date
hereof, all of the representations and warranties set for in Section 3.3 of the
Agreement
SECTION 3.2 Severability; Counterparts.
This amendment to the Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which when
taken together shall constitute one and the same Agreement. Any provisions of
this amendment to the Agreement which are prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
SECTION 3.3 Ratification.
Except as expressly affected by the provisions hereof, the Agreement as
amended by this Amendment shall remain in full force and effect in accordance
with its terms and ratified and confirmed by the parties hereto. On and after
the date hereof, each reference in the Agreement to "this Agreement",
"hereunder", "herein" or words of like import shall mean and be a reference to
the Agreement as amended by this Amendment.
SECTION 3.4 Captions.
The captions in the Amendment are for convenience of reference only and
shall not define or limit any of the terms or provisions hereof.
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment No. 4 to the Transfer and Administration Agreement as of the date
first written above.
KITTY HAWK FUNDING CORPORATION,
as Company
By:/s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title:Vice President
METRIS FUNDING CO.,
as Transferor
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title:Vice President & Treasurer
DIRECT MERCHANTS CREDIT CARD BANK,
NATIONAL ASSOCIATION
as Collection Agent
By:/s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Treasurer & Cashier
NATIONSBANK, N.A.
as a Bank Investor
By: /s/ Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: Vice President
NATIONSBANK, N.A.
as Agent
By:/s/ Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: Vice President
