amongPledge Agreement • May 11th, 2004 • Metris Companies Inc • Personal credit institutions • New York
1 Exhibit 10.a(i) AMENDED AND RESTATED SERIES 1995-1 SUPPLEMENT, dated as of September 16, 1996 (this "Series Supplement") by and among METRIS RECEIVABLES, INC. (formerly Fingerhut Financial Services Receivables, Inc.), a corporation organized and...Administration Agreement • October 7th, 1996 • Metris Companies Inc • Miscellaneous business credit institution • Delaware
PURCHASE AND SALE AGREEMENT BY AND BETWEEN GE CAPITAL CONSUMER CARD CO.Purchase and Sale Agreement • August 13th, 1999 • Metris Companies Inc • Personal credit institutions • New York
REGISTRATION RIGHTS AGREEMENT AGREEMENT, made as of the 9th day of December, 1998, by and between Metris Companies Inc., a corporation organized and existing under the laws of Delaware (the "Company") and those persons whose names appear on the...Registration Rights Agreement • December 22nd, 1998 • Metris Companies Inc • Personal credit institutions • Delaware
AMENDMENT NO. 2Credit Agreement • March 31st, 2003 • Metris Companies Inc • Personal credit institutions • New York
ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLERS 18Asset Purchase Agreement • August 14th, 2003 • Metris Companies Inc • Personal credit institutions • Delaware
I. SERVICESAdministrative Services Agreement • March 31st, 1998 • Metris Companies Inc • Miscellaneous business credit institution • Minnesota
EXHIBIT 99.2 OPERATING AGREEMENTOperating Agreement • March 19th, 2003 • Metris Companies Inc • Personal credit institutions
EXPLANATORY STATEMENTLease Agreement • March 31st, 1998 • Metris Companies Inc • Miscellaneous business credit institution
1 Exhibit 1: Form of Underwriting Agreement [ ] Shares METRIS COMPANIES INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 7th, 1996 • Metris Companies Inc • Miscellaneous business credit institution • New York
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER DATED AS OF AUGUST 4, 2005Agreement and Plan of Merger • August 4th, 2005 • Metris Companies Inc • Personal credit institutions • Delaware
PURCHASE AGREEMENT Dated as of May 26, 1995Purchase Agreement • October 7th, 1996 • Metris Companies Inc • Miscellaneous business credit institution • Delaware
ARTICLE IReceivables Purchase Agreement • March 30th, 1999 • Metris Companies Inc • Personal credit institutions • Minnesota
RECITALSLease • March 30th, 1999 • Metris Companies Inc • Personal credit institutions
METRIS COMPANIES INC. and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION Rights Agent Rights Agreement Dated as of September 10, 1998 TABLE OF CONTENTSRights Agreement • September 24th, 1998 • Metris Companies Inc • Personal credit institutions • Delaware
W I T N E S S E T H :Credit Agreement • March 31st, 1998 • Metris Companies Inc • Miscellaneous business credit institution • New York
INDENTURE betweenIndenture • September 29th, 2000 • Metris Companies Inc • Personal credit institutions • New York
EXHIBIT 4.2 FIRST SUPPLEMENTAL INDENTURE Dated as of October 25, 2002, BY AND BETWEEN METRIS COMPANIES INC. and U.S. BANK NATIONAL ASSOCIATION, as Trustee Renewable Unsecured Subordinated Notes TABLE OF CONTENTSFirst Supplemental Indenture • October 28th, 2002 • Metris Companies Inc • Personal credit institutions • New York
1 Exhibit 10.s REVOLVING CREDIT AND LETTER OF CREDIT FACILITY AGREEMENT Dated as of September 16, 1996Agreement • October 7th, 1996 • Metris Companies Inc • Miscellaneous business credit institution • New York
1. Premises and Term 1 2. Rent 1 3. Adjustments 1 4. Use 3 5. Services 4 6. Possession 5 7. Condition of Premises 6 8. Repairs 6 9. Alterations 6 10. Damage or Destruction 8 11. Insurance 9 12. Condemnation 10 13. Waiver of Claims and Indemnity 11 14....Lease • March 31st, 1998 • Metris Companies Inc • Miscellaneous business credit institution • Minnesota
up to $250,000,000Indenture • March 22nd, 2002 • Metris Companies Inc • Personal credit institutions • New York
AMENDMENT TO TAX SHARING AGREEMENT This agreement made as of January 1, 1998, amends the Tax Sharing Agreement (the "Original Agreement") dated as of October 31, 1996, entered into by Fingerhut Companies, Inc. ("FCI"), Metris Companies Inc....Tax Sharing Agreement • March 30th, 1999 • Metris Companies Inc • Personal credit institutions
INDENTUREIndenture • September 29th, 2000 • Metris Companies Inc • Personal credit institutions • New York
by and amongTransition Services Agreement • August 14th, 2003 • Metris Companies Inc • Personal credit institutions • Delaware
TO INDENTUREMetris Companies Inc • May 12th, 2000 • Personal credit institutions • New York
AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT, dated as of July 30, 1998 (the "Pooling and Servicing Agreement") by and among METRIS RECEIVABLES, INC., a corporation organized and existing under the laws of the State of Delaware, as Transferor,...Pooling and Servicing Agreement • November 17th, 1998 • Metris Companies Inc • Personal credit institutions • Delaware
LEASE AGREEMENT BETWEEN NOTTINGHAM VILLAGE, INC. AND METRIS DIRECT, INC. LEASE AGREEMENTLease Agreement • March 31st, 1998 • Metris Companies Inc • Miscellaneous business credit institution • Maryland
METRIS COMPANIES INC. CHANGE OF CONTROL SEVERANCE AGREEMENT TABLE OF CONTENTS Page ARTICLE IControl Severance Agreement • November 17th, 1998 • Metris Companies Inc • Personal credit institutions • Minnesota
W I T N E S S E T H :First Amendment • March 31st, 1998 • Metris Companies Inc • Miscellaneous business credit institution • New York
AMENDMENT TO CHANGE IN CONTROL SEVERANCE AGREEMENT WHEREAS, Ronald N. Zebeck (the "Executive") and Metris Companies, Inc. (the "Company") (collectively, the "Parties") have entered into a Change of Control Severance Agreement dated May 15, 1998 (the...Change in Control Severance Agreement • March 30th, 1999 • Metris Companies Inc • Personal credit institutions
AMENDMENT, dated as of December 7, 1998 (this "Amendment"), to the AMENDED AND RESTATED CREDIT AGREEMENT (the "Credit Agreement"), dated as of June 30, 1998, among METRIS COMPANIES INC., a Delaware corporation (the "Borrower"), the lenders listed in...Credit Agreement • March 30th, 1999 • Metris Companies Inc • Personal credit institutions • New York
Exhibit 10.11 TRANSFER AND ADMINISTRATION AGREEMENTTransfer and Administration Agreement • March 22nd, 2002 • Metris Companies Inc • Personal credit institutions • New York
EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT AGREEMENT, made as of the 23rd day of April, 1999, by and between Metris Companies Inc., a corporation organized and existing under the laws of Delaware (the "Company") and Rakesh K. Kaul ("Kaul"). WHEREAS,...Registration Rights Agreement • June 30th, 1999 • Metris Companies Inc • Personal credit institutions • Delaware
RECITALS:Metris Companies Inc • March 22nd, 2002 • Personal credit institutions • New York
RECITALS:Senior Secured Credit Agreement • April 12th, 2004 • Metris Companies Inc • Personal credit institutions
