Exhibit 4.7(b)
METRIS COMPANIES INC., as Issuer,
the GUARANTORS named herein
and
THE BANK OF NEW YORK, as Trustee
up to $250,000,000
10 1/8% Senior Notes due 2006, Series A
10 1/8% Senior Notes due 2006, Series B
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SECOND SUPPLEMENTAL INDENTURE
Dated as of January 2, 2001
to
Indenture dated as of July 13, 1999,
as amended by the First Supplemental Indenture dated as of February 28, 2000
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SECOND SUPPLEMENTAL INDENTURE, dated as of January 2, 2001, among METRIS
COMPANIES INC., a Delaware corporation (the "Company"), METRIS DIRECT, INC., a
Minnesota corporation ("Metris Direct"), magnUS SERVICES, INC. (formerly known
as Metris Recovery Services, Inc.), a Delaware corporation ("magnUS"), METRIS
CREDIT CARD SERVICES, INC., a Delaware corporation ("Metris Credit Card"),
METRIS CARD SERVICES, LLC, a Delaware limited liability company ("Metris LLC"
and, together with Metris Direct, magnUS and Metris Credit Card, the
"Guarantors") and THE BANK OF NEW YORK, as Trustee (the "Trustee") to the
Indenture, dated as of July 13, 1999, as amended by the First Supplemental
Indenture dated as of February 28, 2000, among the Company, Metris Direct and
magnUS, as guarantors, and the Trustee relating to the 10 1/8% Senior Notes due
2006, Series A and the 10 1/8% Senior Notes due 2006, Series B of the Company
(the "Securities").
RECITALS
Pursuant to the terms of the Indenture, any Restricted Subsidiary of the
Company, other than a Securitization Entity, that Guarantees any Indebtedness of
the Company is required to execute a Subsidiary Guarantee and deliver it to the
Trustee.
Metris Credit Card and Metris LLC are Restricted Subsidiaries of the Company
and each intends to guarantee other Indebtedness of the Company.
Pursuant to Section 9.01(h) of the Indenture, the Trustee may enter
into a supplemental indenture without the consent of any Holder to add a
Guarantor.
The Company has furnished the Trustee with (i) an Opinion of Counsel
stating that the execution of this Second Supplemental Indenture complies with
the provisions of Section 9.01(h); (ii) a copy of the resolution of its Board of
Directors certified by its Secretary; (iii) a copy of the resolutions of the
Board of Directors of each of Metris Direct, magnUS, Metris Credit Card and
Metris LLC certified by their respective Secretaries and (iv) the Security
Guarantee of each of Metris Credit Card and Metris LLC.
All things necessary to make this Second Supplemental Indenture a valid
agreement of the Company, the Guarantors and the Trustee and a valid amendment
and supplement to the Indenture have been done.
NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH:
Each party hereto agrees as follows for the benefit of each other party
and for the equal and ratable benefit of Holders of the Securities, as follows:
ARTICLE I
Section 101. Pursuant to Section 4.14 of the Indenture, each of Metris
Credit Card and Metris LLC has become a Guarantor under the Indenture, and each
has agreed, pursuant to a Security Guarantee executed on the date hereof, to
undertake the obligations of Guarantor as set forth in Article Ten of the
Indenture.
ARTICLE II
Section 201. For purposes of this Second Supplemental Indenture, except
as otherwise herein expressly provided or unless the context otherwise requires:
(i) the terms and expressions used herein shall have the same meanings as
corresponding terms and expressions used in the Indenture: and (ii) the words
"herein", "hereof" and "hereby" and other words of similar import used in this
Second Supplemental Indenture refer to this Second Supplemental Indenture as a
whole and not to any particular section hereof.
Section 202. Except as expressly amended hereby, the Indenture, as
amended by the First Supplemental Indenture, is in all respects ratified and
confirmed and all the terms, conditions and provisions thereof shall remain in
full force and effect.
Section 203. This Second Supplemental Indenture shall form a part of
the Indenture for all purposes, and every Holder of Securities heretofore or
hereafter authenticated and delivered shall be bound hereby.
Section 204. This Second Supplemental Indenture may be executed in any
number of counterparts, each of which when so executed shall be deemed to be an
original, and all of such counterparts shall together constitute one and the
same instrument.
Section 205. The Trustee makes no representation as to the validity or
sufficiency of this Second Supplemental Indenture.
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Section 206. The Recitals contained herein shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for their
correctness.
Section 207. This instrument shall be deemed to be a contract made
under the laws of the State of New York and for all purposes shall be governed
by and construed in accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed, all as of the first day and year
first written above.
[Signatures on following page.]
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METRIS COMPANIES INC.
By: ______________________________________
Name: ▇▇▇▇▇ ▇. Than
Title: Senior Vice President, Treasurer
METRIS DIRECT, INC.
By: ______________________________________
Name: ▇▇▇▇▇ ▇. Than
Title: Senior Vice President, Treasurer
magnUS SERVICES, INC.
By: ______________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Treasurer
METRIS CREDIT CARD SERVICES, INC.
By: ______________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Treasurer
METRIS CARD SERVICES, LLC
By: ______________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Treasurer
THE BANK OF NEW YORK
By ______________________________________
Name:
Title:
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