EXHIBIT 10.11
AMENDMENT (this "Amendment"), dated as of June 10, 1999, to the AMENDED AND
RESTATED CREDIT AGREEMENT, dated as of June 30, 1998 (as amended by the
Amendment dated as of December 3, 1998, the Amendment dated as of December 7,
1998 and the Amendment dated as of May 7, 1999, the "Credit Agreement"), among
METRIS COMPANIES INC., a Delaware corporation (the "Borrower"), the lenders
listed in Schedule 2.01 thereto (the "Lenders"), NATIONSBANK, N.A., as
Syndication Agent (in such capacity, the "Syndication Agent"), DEUTSCHE BANK, as
documentation agent, U.S. BANK NATIONAL ASSOCIATION, as documentation agent
(collectively in such capacity, the "Documentation Agents"), BARCLAYS BANK PLC
as co-agent, BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as co-agent
(collectively in such capacity, the "Co-Agents"), and THE CHASE MANHATTAN BANK,
as administrative agent for the Lenders (the "Administrative Agent").
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make,
and have made, certain loans and other extensions of credit to the Borrower; and
WHEREAS, the Borrower has requested that the Lenders agree to amend the
Credit Agreement as provided herein;
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and in consideration of the premises contained
herein, the parties hereto hereby agree as follows:
SECTION I. AMENDMENT
Amendment to Section 6.06(d). Subclause (II) of clause (iv) of Section
6.06(d) of the Credit Agreement is hereby deleted in its entirety and the
following subclause (II) is substituted in lieu thereof:
"(II) an amount not to exceed the amount necessary to provide that DMCCB
qualifies as "well capitalized" for purposes of 12 U.S.C. ss.1831o, as
amended, re- enacted or redesignated from time to time"
SECTION II. MISCELLANEOUS
2.1. Defined Terms. Unless otherwise defined herein, capitalized terms
which are defined in the Credit Agreement are used herein as defined therein.
2.2. Conditions to Effectiveness of Amendment. This Amendment shall become
effective as of the date first set forth above upon the Administrative Agent
having received counterparts of this Amendment duly executed and delivered by
the Borrower and the Required Lenders.
2.3. Representations and Warranties. The Borrower represents and warrants
to each Lender that as of the effective date of this Amendment: (a) the
representations and warranties made by the Loan Parties in the Loan Documents
are true and correct in all material respects on and as of the date hereof
(except to the extent that such representations and warranties are expressly
stated to relate to an earlier date, in which case such representations and
warranties shall have been true and correct in all material respects on and as
of such earlier date); and (b) no Default or Event of Default shall have
occurred and be continuing as of the date hereof
2.4. Counterparts. This Amendment may be executed by one or more of the
parties to this Amendment on any number of separate counterparts (including by
facsimile transmission), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. A set of the copies of this
Amendment signed by all the parties shall be lodged with the Borrower and the
Administrative Agent.
2.5. Continuing Effect; No Other Amendments. Except to the extent expressly
stated herein, all of the terms and provisions of the Credit Agreement and the
other Loan Documents are and shall remain in full force and effect and are not
waived in any respect. This Amendment shall constitute a Loan Document.
2.6. Payment of Expenses. The Borrower agrees to pay and reimburse the
Administrative Agent for all of its reasonable out-of-pocket costs and
reasonable expenses incurred to date in connection with this Amendment and the
other Loan Documents, including, without limitation, the reasonable fees and
disbursements of legal counsel to the Administrative Agent.
2.7. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.
METRIS COMPANIES INC.
By:
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Name:
Title:
By:
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Name:
Title:
THE CHASE MANHATTAN BANK,
as Administrative Agent, Lender
and Issuing Bank
By:
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Name:
Title:
NATIONSBANK, N.A.
By:
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Name:
Title:
DEUTSCHE BANK AG, NEW YORK AND/OR
CAYMAN ISLANDS BRANCHES
By:
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Name:
Title:
By:
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Name:
Title:
U.S. BANK NATIONAL ASSOCIATION
By:
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Name:
Title:
BARCLAYS BANK PLC, NEW YORK BRANCH
By:
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Name:
Title:
THE SUMITOMO BANK, LTD.
By:
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Name:
Title:
THE BANK OF NEW YORK
By:
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Name:
Title:
THE BANK OF NOVA SCOTIA
By:
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Name:
Title:
BANQUE NATIONALE DE PARIS
By:
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Name:
Title:
THE LONG-TERM CREDIT BANK OF JAPAN, LTD.
By:
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Name:
Title:
THE FUJI BANK, LIMITED
By:
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Name:
Title:
KZH IV LLC
By:
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Name:
Title:
XXX XXXXXX PRIME RATE INCOME TRUST
By:
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Name:
Title:
KZH SHOSHONE LLC
By:
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Name:
Title:
AMARA-1 FINANCE LTD
By:
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Name:
Title:
AMARA-2 FINANCE LTD
By:
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Name:
Title:
CERES FINANCE LTD.
By:
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Name:
Title:
BANK OF AMERICA NATIONAL TRUST &
SAVINGS ASSOCIATION
By:
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Name:
Title:
STRATA FUNDING LTD.
By:
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Name:
Title:
SPS TRADES
By:
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Name:
Title:
OASIS COLLATERALIZED HIGH INCOME
PORTFOLIOS-I, LTD.
By:
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Name:
Title:
FIRST DOMINION FUNDING II
By:
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Name:
Title:
