AMENDMENT NO. 1, 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 Buyer, and METRIS COMPANIES INC.
("Metris"), a corporation organized and existing under the laws of the State
of Delaware, as Seller, to the PURCHASE AGREEMENT, dated as of May 26, 1995
(as heretofore amended, the "Purchase Agreement").
W I T N E S S E T H:
WHEREAS, pursuant to the Assumption Agreement, FCI assigned
to Metris all of its rights arising under the Purchase Agreement and Metris
agreed to assume and perform all of FCI's duties and obligations under the
Purchase Agreement;
WHEREAS, the Buyer and the Seller desire to amend the
Purchase Agreement pursuant to Section 9.1 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 Purchase Agreement.
Section 2. Amendment to Section 2.1. The first sentence of
subsection (a) in Section 2.1 of the Purchase Agreement shall be amended to
read as follows:
"In consideration for the Purchase Price and upon the terms
and subject to the conditions set forth herein, the Seller does
hereby sell, assign, transfer, set-over, and otherwise convey to the
Buyer, and the Buyer does hereby purchase from the Seller, on the
terms and subject to the conditions specifically set forth herein,
all of the Seller's right, title and interest in, to and under (i)
the
Receivables now existing and hereafter created and arising in
connection with the Accounts and any accounts that meet the
definition of 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, whether or not arising out of or in connection
with the sale or lease of goods or the rendering of services, (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 and (iv) 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 Buyer and the Seller 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 Buyer
By: /s/ Xxxxxx X. Xxxxxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: President
METRIS COMPANIES INC.,
as Seller
By: /s/ Xxxxxx X. Xxxxxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Chief Financial Officer
