Common use of Conditions to Initial Extensions of Credit Clause in Contracts

Conditions to Initial Extensions of Credit. The obligations of the Lenders to make the initial Loans hereunder and of the Issuing Banks to issue Letters of Credit hereunder, and the effectiveness of any amendment to a Letter of Credit that increases the principal amount thereof, are subject to the satisfaction of the conditions set forth below (the date of any such satisfaction, the "Effective Date"; which date shall not be later than the date that is 90 days after the Closing Date, or, if earlier, September 30, 1998): (a) An amended and restated $600 million liquidity facility (the "Liquidity Facility"), together with any necessary changes in the commercial paper program and certificates associated therewith, on behalf of the Metris Master Trust shall have become effective. (b) The Administrative Agent, the Lenders and the arranger of the credit facilities provided for herein shall have received all fees (due and payable pursuant to the Fee Letter) and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document. (c) The Administrative Agent shall have received the results of a recent search of the Uniform Commercial Code, judgment and tax lien filings which may have been filed with respect to the Borrower or any other Loan Party, and the results of such search shall be satisfactory to the Lenders. (d) The Spin-off shall have been consummated, (including receipt of a favorable ruling from the Internal Revenue Service stating that the Spin-off may be consummated on a tax-free basis) and intercompany arrangements between the Borrower and Fingerhut shall have been completed. (e) The credit facilities provided for herein shall have received a rating of at least BB- and at least Ba3 from S&P and Moody's, respectively. (f) The Administrative Agent s▇▇▇▇ ▇▇ve received a completed Borrowing Base Certificate dated the Effective Date and signed by a Financial Officer of the Borrower.

Conditions to Initial Extensions of Credit. The obligations of the Lenders and the Issuing Bank to make Extensions of Credit shall not become effective until the initial Loans hereunder and date on which each of the Issuing Banks to issue Letters of Credit hereunder, and the effectiveness of any amendment to a Letter of Credit that increases the principal amount thereof, are subject to the satisfaction of the following conditions set forth below is satisfied (the date of any such satisfaction, the "Effective Date"; which date shall not be later than the date that is 90 days after the Closing Date, or, if earlier, September 30, 1998):or waived in accordance with Section 11.2). (a) An amended and restated $600 million liquidity facility (the "Liquidity Facility"), together with any necessary changes in the commercial paper program and certificates associated therewith, on behalf of the Metris Master Trust shall have become effective. (b) The Administrative Agent, the Lenders and the arranger of the credit facilities provided for herein Issuing Bank shall have received all fees (due and payable pursuant to the Fee Letter) and other amounts due and payable on or prior to the Effective Datedate of the initial Extension of Credit, including, to the extent invoiced, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by any Loan Party hereunder or the Borrowers hereunder, under any other Loan DocumentDocument and under the Fee Letter. (cb) The Administrative Agent (or its counsel) shall have received the results following (each of which, unless otherwise specified, shall be dated on or as of a recent search single date occurring on or before the date of the Uniform Commercial Code, judgment and tax lien filings which may have been filed with respect to the Borrower Initial Extension of Credit): (i) a counterpart of this Agreement signed by or any other Loan Party, and the results on behalf of such search shall be each party hereto or written evidence satisfactory to the Lenders.Administrative Agent (which may include a facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (dii) The Spinif requested by any Lender, a duly executed note payable to such Lender; (iii) a certificate of the Secretary of each Borrower, attaching and certifying copies of its operating agreement or by-off shall have been consummatedlaws and of the resolutions of its boards of directors or members, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Borrower executing the Loan Documents; (including receipt iv) certified copies of a favorable ruling the certificate of organization or other charter documents of each Borrower, together with certificates of good standing or existence, as may be available from the Internal Revenue Service stating that Secretary of State of the Spin-off may be consummated on a tax-free basis) and intercompany arrangements between the jurisdiction of formation of such Borrower and Fingerhut each other jurisdiction where such Borrower is required to be qualified to do business as a foreign corporation except for any such jurisdiction where the failure to so qualify shall not have been completed.a Material Adverse Effect; (ev) The credit facilities provided for herein shall have received a rating written opinion of at least BB- and at least Ba3 from S&P and Moody's, respectively. (fi) The Administrative Agent s▇▇▇▇▇▇▇▇ & ▇▇ve received ▇▇▇▇▇▇, or other counsel to the Borrowers acceptable to the Administrative Agent and (ii) in-house counsel for the Borrowers, in each case, addressed to the Administrative Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the Borrowers, the Loan Documents and the transactions contemplated therein as the Administrative Agent, the Issuing Bank or the Required Lenders shall reasonably request; (vi) a completed Borrowing Base Certificate certificate, dated as of the Effective Date date hereof, and signed by a Financial Responsible Officer of each Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 3.2; (vii) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of each Borrower, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired; (viii) copies of the audited consolidated financial statements for AESC and its Subsidiaries for the Fiscal Years ending December 31, 2000 and December 31, 2001, including balance sheets, income and cash flow statements audited by independent certified public accountants of recognized national standing and prepared in conformity with GAAP, and such other financial information as the Lenders may reasonably request; and (ix) Certification by AESC that its obligations under (i) the credit agreement, dated as of April 27, 2001 with Citibank as administrative agent, (ii) the credit agreement, dated as of April 20, 2001 with SunTrust Bank as administrative agent, (iii) the first amended and restated letter of credit facility agreement, dated as of July 18, 2001, with ABN AMRO Bank N.V. as administrative agent, and (iv) the letter agreement, dated March 16, 2001, between AESC and Bank One, NA have been paid in full, and that all letters of credit outstanding under each of the foregoing agreements shall be terminated on or before the date of the Initial Extension of Credit.

Conditions to Initial Extensions of Credit. The obligations obligation of the Lenders to make the initial Loans hereunder and of the Issuing Banks to issue Letters Extensions of Credit hereunder, and the effectiveness of any amendment to a Letter of Credit that increases the principal amount thereof, are hereunder is subject to the satisfaction of such of the following conditions in all material respects on or prior to the Closing Date as shall not have been expressly waived in accordance with Section 9.01, with each delivery item set forth below (in form and substance satisfactory to the date Administrative Agent and each of any such satisfaction, the "Effective Date"; which date shall not be later than the date that is 90 days after the Closing Date, or, if earlier, September 30, 1998):Lenders: (a) An amended and restated $600 million liquidity facility (the "Liquidity Facility"), together with any necessary changes in the commercial paper program and certificates associated therewith, on behalf The Administrative Agent shall have received multiple counterparts hereof signed by each of the Metris Master Trust shall have become effective.parties hereto; (b) The Administrative AgentAgent shall have received a duly executed Note for the account of each Lender that requests a Note; (c) The Administrative Agent and each Lender shall have received legal opinions of counsel to the Borrower, in form and substance satisfactory to the Lenders Administrative Agent and the arranger of the credit facilities provided for herein Lenders; (d) The Administrative Agent shall have received all fees (due and payable pursuant documents it may reasonably request relating to the Fee Letter) existence of the Borrower, the corporate authority for and the validity of each of the Credit Documents, and any other amounts due matters relevant hereto, all in form and payable on or prior substance satisfactory to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document.Administrative Agent; (ce) The Administrative Agent shall have received the results applicable Loan Notice relating to such Extension of a recent search Credit; (f) No Default shall have occurred and be continuing immediately before the making of such Extension of Credit and no Default shall exist immediately thereafter; (g) The representations and warranties of the Uniform Commercial Code, judgment and tax lien filings which may have been filed with respect Borrower made in or pursuant to the Borrower or any other Loan Party, and Credit Documents to which it is a party shall be true in all material respects as of the results date of the making of such search shall be satisfactory to the Lenders.Extension of Credit; (dh) The Spin-off shall have been consummated, (including receipt of a favorable ruling from the Internal Revenue Service stating that the Spin-off may be consummated on a tax-free basis) and intercompany arrangements between the Borrower and Fingerhut shall have been completed. (e) The credit facilities provided for herein Administrative Agent shall have received a rating certificate of at least BB- the Borrower, signed on behalf of Borrower by the Borrower’s chief executive officer or chief financial officer, confirming to the knowledge of such officer that as of such date (i) the representations and at least Ba3 from S&P warranties in Article V hereof are true and Moody'scorrect in all material respects, respectivelyand (ii) no Default or Event of Default has occurred and is continuing. (fi) The Administrative Agent s▇▇▇▇ ▇▇ve received a completed Borrowing Base Certificate and the Lenders shall have been paid all fees due and payable in connection herewith (including fees and expenses of counsel). The certificates and opinions referred to in this Section shall be dated not earlier than the Effective Date date hereof and signed by a Financial Officer not later than the date of such initial Extensions of Credit. Without limiting the generality of the Borrowerprovisions of the last paragraph of Section 8.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions to Initial Extensions of Credit. The obligations obligation of the Lenders Banks to make the initial Loans hereunder and of the Issuing Banks to issue Letters Extensions of Credit hereunder, and the effectiveness of any amendment to a Letter of Credit that increases the principal amount thereof, are hereunder is subject to the satisfaction of such of the following conditions set forth below (in all material respects on or prior to the date of any such satisfaction, the "Effective Date"; which date Closing Date as shall not be later than the date that is 90 days after the Closing Date, or, if earlier, September 30, 1998):have been expressly waived in accordance with Section 9.05: (a) An amended and restated $600 million liquidity facility The Agent shall have received counterparts hereof signed by each of the parties hereto (the "Liquidity Facility")or, together with any necessary changes in the commercial paper program case of any party (other than the Borrower) as to which an executed counterpart shall not have been received, receipt by the Agent in form satisfactory to it of telegraphic, facsimile, telex or other written confirmation from such party of execution of a counterpart hereof by such party); provided, however, in any event, the Agent shall distribute to each Bank promptly after the Closing Date an original Credit Agreement executed by the Borrowers, the Banks and certificates associated therewith, on behalf of the Metris Master Trust shall have become effective.Agent; (b) The Administrative Agent, the Lenders and the arranger of the credit facilities provided for herein Agent shall have received all fees (due and payable pursuant to a duly executed Term Note for the Fee Letter) and other amounts due and payable on or prior to the Effective Dateaccount of each Bank, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document.complying with Section 2.03; (c) The Administrative Agent shall have received the results of a recent search of the Uniform Commercial Code, judgment and tax lien filings which may have been filed with respect to the Borrower or any other Loan Party, duly executed Subsidiaries Guarantees and the results of such search shall be satisfactory to the Lenders.Security Agreements; (d) The Spin-off Agent and each Bank shall have been consummatedreceived legal opinions of counsel to the Borrowers and the other Obligors, (including receipt of a favorable ruling from in form and substance satisfactory to the Internal Revenue Service stating that Agent and the Spin-off may be consummated on a tax-free basis) and intercompany arrangements between the Borrower and Fingerhut shall have been completed.Banks; (e) The credit facilities provided Agent shall have received all documents it may reasonably request relating to the existence of the Borrowers and each Obligor, the corporate authority for herein and the validity of each of the Financing Documents, and any other matters relevant hereto, all in form and substance satisfactory to the Agent; (f) No Default shall have occurred and be continuing immediately before the making of such Extension of Credit and no Default shall exist immediately thereafter; (g) The representations and warranties of the Borrowers and the Obligors made in or pursuant to the Financing Documents to which it is a party shall be true in all material respects as of the date of the making of such Extensions of Credit; (h) The Extension of Credit will be extended in compliance with all applicable governmental laws and regulations (including without limitation Regulations U, T and X); (i) The Agent shall have received a rating certificate of at least BB- each of the Borrowers, signed on behalf of each Borrower by the Borrower's chief executive officer or chief financial officer, confirming to the knowledge of such officer that no Default is continuing, the Borrower is Solvent and at least Ba3 from S&P and Moody's, respectively.all other conditions precedent to the initial borrowing hereunder have been satisfied in all material respects; (fj) No litigation shall be pending or to the knowledge of Borrowers threatened against the Borrowers, any Material Subsidiary or any Specified Affiliate which would be likely to materially and adversely affect the assets, operations, business or condition, financial or otherwise, of the Borrowers, any Material Subsidiary or any Specified Affiliate, or which could reasonably be expected to affect materially and adversely the ability of the Borrowers to fulfill their obligations hereunder; (k) There shall not have occurred or become known any material adverse change with respect to the condition (financial or otherwise), operations, business or assets of the Borrowers and their Subsidiaries taken as a whole, since December 31, 1997; (l) The Administrative Agent s▇▇▇▇ ▇▇ve shall have received a completed Borrowing Base Certificate dated the Effective Date and signed by a Financial Officer certified copy of the definitive Agreement and Plan of Merger dated as of June 8, 1998, among the Borrower, HR Acquisition I Corporation and Capstone Capital Corporation, including exhibits, schedules, amendments and modifications thereto, and related documentation; (m) certification that the conditions to effectiveness of the merger, but for payment of the purchase price, have been satisfied and evidence that immediately upon funding of the Tranche B Term Loan hereunder the merger will be consummated in accordance with the foregoing Agreement and Plan of Merger; (n) delivery within three (3) Business Days following the Closing Date, a preliminary pro forma balance sheet, together with a statement of sources and uses of funds in connection with the acquisition of CCT and the initial Extensions of Credit hereunder, in form and detail satisfactory to the Agent (subject to final adjustments, including reallocation of purchase consideration); (o) confirmation of the execution and effectiveness of the Revolving Credit Agreement and the other credit documents relating thereto. The certificates and opinions referred to in this Section shall be dated not earlier than the date hereof and not later than the date of such initial Extensions of Credit.

Conditions to Initial Extensions of Credit. The obligations obligation of the Lenders to close this Credit Agreement and make the initial Loans hereunder and of the Issuing Banks to issue Letters Extensions of Credit hereunder, and the effectiveness of any amendment to a Letter of Credit that increases the principal amount thereof, are hereunder is subject to the satisfaction of the conditions set forth below (the date of any such satisfaction, the "Effective Date"; which date shall not be later than the date that is 90 days after the Closing Date, or, if earlier, September 30, 1998): (a) An amended and restated $600 million liquidity facility (the "Liquidity Facility"), together with any necessary changes in the commercial paper program and certificates associated therewith, on behalf of the Metris Master Trust shall have become effective. (b) The Administrative Agent, the Lenders and the arranger of the credit facilities provided for herein shall have received following conditions in all fees (due and payable pursuant to the Fee Letter) and other amounts due and payable material respects on or prior to the Effective DateClosing Date as shall not have been expressly waived in accordance with Section 9.01, including, with each delivery item set forth below in form and substance satisfactory to the extent invoiced, reimbursement or payment Administrative Agent and each of all out-of-pocket expenses required to be reimbursed or paid the Lenders: (a) the Administrative Agent shall have received multiple counterparts hereof signed by any Loan Party hereunder or under any other Loan Document.each of the parties hereto; (b) the Administrative Agent shall have received a duly executed Note for the account of each Lender that requests a Note; (c) The the Administrative Agent and each Lender shall have received legal opinions of counsel to the Borrower, in form and substance satisfactory to the Administrative Agent and the Lenders; (d) the Administrative Agent shall have received the results certificate or articles of incorporation or formation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of the Borrower certified as of a recent search date by the Secretary of State of the Uniform Commercial Code, judgment and tax lien filings which may state of formation of the Borrower; (e) the Administrative Agent shall have been filed received a certificate of good standing (or certificate of similar meaning) with respect to the Borrower or any other Loan Party, and the results of such search shall be satisfactory to the Lenders. (d) The Spin-off shall have been consummated, (including receipt issued as of a favorable ruling from recent date by the Internal Revenue Service stating that Secretary of State of the Spin-off may be consummated on a tax-free basis) and intercompany arrangements between state of formation of the Borrower and Fingerhut shall certificates of qualification to transact business or other comparable certificates issued as of a recent date by each Secretary of State (and any state department of taxation, as applicable) of each state in which the Borrower is required to be so qualified and where failure to be so qualified could reasonably be expected to have been completed.a Material Adverse Effect; (ef) The credit facilities provided for herein the Administrative Agent shall have received a rating certificate of at least BB- incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of the Borrower with respect to each of the officers of the Borrower authorized to execute and at least Ba3 from S&P deliver the Credit Documents to which the Borrower is a party and Moody's, respectively.authorized to execute and deliver on behalf of the Borrower Requests for Extensions of Credit; (fg) The the Administrative Agent s▇▇▇▇ ▇▇ve shall have received copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of the Borrower of (A) the by-laws of the Borrower and (B) all corporate or other necessary action taken by the Borrower to authorize the execution, delivery and performance of the Credit Documents to which it is a party; (h) the Administrative Agent shall have received a completed Borrowing Base Certificate dated the Effective Date and signed by a Financial Officer certificate of the Borrower, signed on behalf of Borrower by the Borrower’s chief executive officer or chief financial officer, confirming to the knowledge of such officer that as of such date (i) the representations and warranties in Article V hereof are true and correct in all material respects (or in the case of a representation or warranty qualified by materiality, true and correct in all respects), and (ii) no Default or Event of Default has occurred and is continuing; (i) the Administrative Agent and the Lenders shall have been paid all fees due and payable in connection herewith (including fees and expenses of counsel); (j) the Administrative Agent shall have received a Disbursement Instruction Agreement executed by the Borrower; (k) the Administrative Agent and the Lenders shall have received (i) the financial statements referenced in Section 5.19(b) and (ii) a Compliance Certificate calculated on a pro forma basis for the Borrower’s fiscal quarter ending March 31, 2019; (l) the Borrower or any Subsidiary that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall, collectively, have delivered to the Administrative Agent, and any Lender requesting the same, one Beneficial Ownership Certification in relation to the Borrower or each such Subsidiary, in each case, at least five (5) Business Days prior to the date of closing; (m) the Borrower and each other Credit Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act; (n) the Administrative Agent shall have received and reviewed, with results satisfactory to the Administrative Agent and its counsel, information regarding litigation, tax, accounting, labor, insurance, pension liabilities (actual or contingent), real estate leases, material contracts, debt agreements, property ownership, environmental matters, contingent liabilities and management of the Borrower and its Subsidiaries; (o) the Administrative Agent shall have received such other documents, agreements and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request; and (p) In the good faith, reasonable judgment of the Administrative Agent: (i) since December 31, 2018, there shall not have occurred a material adverse change in the condition (financial or otherwise), operations, business, assets, liabilities or prospects of the Consolidated Group taken as a whole or in the facts and information regarding such entities as represented to date, nor shall there have been a downgrade of the Borrower’s credit rating of two or more notches; (ii) no action, suit, investigation or proceeding pending or threatened in any court or before any arbitrator or governmental authority that purports (a) to materially and adversely affect the Borrower or its Subsidiaries, or (b) to affect any transaction contemplated hereby, other than as disclosed to the Administrative Agent and the Lenders on or prior to April 15, 2019; (iii) the Borrower and its Subsidiaries shall have received all approvals, consents and waivers, and shall have made or given all necessary filings and notices as shall be required to consummate the transactions contemplated hereby without the occurrence of any default under, conflict with or violation of (A) any applicable Law or (B) any agreement, document or instrument to which any Credit Party is a party or by which any of them or their respective properties is bound; (iv) the Borrower and each other Credit Party shall have provided all information requested by the Administrative Agent and each Lender in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act; and (v) there shall not have occurred or exist any other material disruption of financial or capital markets that could reasonably be expected to materially and adversely affect the transactions contemplated by the Credit Documents.

Conditions to Initial Extensions of Credit. The obligations obligation of the Lenders Banks to make the initial Loans hereunder and of the Issuing Banks to issue Letters Extensions of Credit hereunder, and the effectiveness of any amendment to a Letter of Credit that increases the principal amount thereof, are hereunder is subject to the satisfaction of such of the following conditions set forth below (in all material respects on or prior to the date of any such satisfaction, the "Effective Date"; which date Closing Date as shall not be later than the date that is 90 days after the Closing Date, or, if earlier, September 30, 1998):have been expressly waived in accordance with Section 9.05: (a) An amended and restated $600 million liquidity facility The Agent shall have received counterparts hereof signed by each of the parties hereto (the "Liquidity Facility")or, together with any necessary changes in the commercial paper program case of any party (other than the Borrower) as to which an executed counterpart shall not have been received, receipt by the Agent in form satisfactory to it of telegraphic, facsimile, telex or other written confirmation from such party of execution of a counterpart hereof by such party); provided, however, in any event, the Agent shall distribute to each Bank promptly after the Closing Date an original Credit Agreement executed by the Borrower, the Banks and certificates associated therewith, on behalf of the Metris Master Trust shall have become effective.Agent; (b) The Administrative AgentAgent shall have received a duly executed Revolving Note for the account of each Bank, complying with Section 2.03; (c) The Agent shall have received the Lenders duly executed Subsidiaries Guarantees; (d) The Agent and each Bank shall have received legal opinions of counsel to the Borrower and the arranger of other Obligors, in form and substance satisfactory to the credit facilities provided for herein Agent and the Banks; (e) The Agent shall have received all documents it may reasonably request relating to the existence of the Borrower and each Obligor, the corporate authority for and the validity of each of the Financing Documents, and any other matters relevant hereto, all in form and substance satisfactory to the Agent; (f) The Agent shall receive the applicable Notice of Borrowing relating to such Extension of Credit; (g) No Default shall have occurred and be continuing immediately before the making of such Extension of Credit and no Default shall exist immediately thereafter; (h) The representations and warranties of the Borrower and the Obligors made in or pursuant to the Financing Documents to which it is a party shall be true in all material respects as of the date of the making of such Extensions of Credit; (i) The Extension of Credit will be extended in compliance with all applicable governmental laws and regulations (including without limitation Regulations U, T and X); (j) The Agent shall have received a certificate of the Borrower, signed on behalf of Borrower by the Borrower's chief executive officer or chief financial officer, confirming to the knowledge of such officer that no Default is continuing, the Borrower is Solvent and all other conditions precedent to the initial borrowing hereunder have been satisfied in all material respects; (k) The Agent and the Banks shall have been paid all fees (due and payable pursuant to the Fee LetterSections 2.15(b) and other amounts due and payable on (d) hereof; (l) No litigation shall be pending or prior to the Effective Dateknowledge of Borrower threatened against the Borrower, includingany Material Subsidiary or any Specified Affiliate which would be likely to materially and adversely affect the assets, operations, business or condition, financial or otherwise, of the Borrower, any Material Subsidiary or any Specified Affiliate, or which could reasonably be expected to affect materially and adversely the ability of the Borrower to fulfill its obligations hereunder; (m) There shall not have occurred or become known any material adverse change with respect to the extent invoicedcondition (financial or otherwise), reimbursement operations, business or payment assets of all out-of-pocket expenses required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document.the Borrower and its Subsidiaries (including CCT and its Subsidiaries) taken as a whole, since December 31, 1997; (cn) The Administrative Agent shall have received the results of a recent search certified copy of the Uniform Commercial Codedefinitive Agreement and Plan of Merger dated as of June 8, judgment 1998, among the Borrower, HR Acquisition I Corporation and tax lien filings which may Capstone Capital Corporation, including exhibits, schedules, amendments and modifications thereto, and related documentation; (o) The acquisition of CCT shall have been filed consummated in accordance with the foregoing Agreement and Plan of Merger and all applicable laws, and all waiting periods required by any Governmental Authority applicable to the Borrower with respect to such acquisition shall have lapsed without objection; (p) within three (3) Business Days following the Borrower or any other Loan PartyClosing Date, a preliminary pro forma balance sheet, together with a statement of sources and uses of funds in connection with the acquisition of CCT and the results initial Extensions of such search shall be Credit hereunder, in form and detail satisfactory to the Lenders.Agent (subject to final adjustments, including reallocation of purchase consideration); (dq) The Spin-off shall have been consummated, (including receipt of a favorable ruling from the Internal Revenue Service stating that the Spin-off may be consummated on a tax-free basis) and intercompany arrangements between the Borrower and Fingerhut shall have been completed. (e) The credit facilities provided for herein shall have received a rating of at least BB- and at least Ba3 from S&P and Moody's, respectively. (f) The Administrative Agent s▇▇▇▇ ▇▇ve received a completed Borrowing Base Certificate dated the Effective Date and signed by a Financial Officer confirmation of the Borrowerexecution and effectiveness of the Term Loan Agreement and the other credit documents relating thereto; The certificates and opinions referred to in this Section shall be dated not earlier than the date hereof and not later than the date of such initial Extensions of Credit.

Conditions to Initial Extensions of Credit. The obligations obligation of the Lenders each Lender to make the initial Loans hereunder Loans, of Administrative Agent to issue any initial Support Agreements and of the Issuing Banks any LC Issuer to issue Letters of Credit hereunder, and the effectiveness of any amendment to a initial Lender Letter of Credit that increases shall be subject to the principal amount thereofreceipt by Administrative Agent of each agreement, are subject document and instrument set forth on the closing checklist prepared by Administrative Agent or its counsel, each in form and substance satisfactory to Administrative Agent, and such other deliverables reasonably requested by Administrative Agent and Lenders, and to the satisfaction of the following conditions set forth below (precedent, each to the date satisfaction of any such satisfaction, the "Effective Date"; which date shall not be later than the date that is 90 days after the Closing Date, or, if earlier, September 30, 1998):Administrative Agent and Lenders and their respective counsel in their sole discretion: (a) An amended and restated $600 million liquidity facility (the "Liquidity Facility")payment of all fees, together with any necessary changes in the commercial paper program and certificates associated therewith, on behalf of the Metris Master Trust shall have become effective. (b) The Administrative Agent, the Lenders and the arranger of the credit facilities provided for herein shall have received all fees (due and payable pursuant to the Fee Letter) expenses and other amounts due and payable under each Financing Document on or prior to the Effective Closing Date; (b) the absence, includingsince November 30, 2006, of any material adverse change in any aspect of the business, operations, properties, prospects or condition (financial or otherwise) of any Credit Party, or any event or condition which could reasonably be expected to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document.result in such a material adverse change; (c) The all of each Borrower’s existing Debt (other than purchase money Debt and Capital Leases permitted under clause (c) of the definition of Permitted Indebtedness and the Mortgage Debt), including any related party debt, shall be fully subordinated to the Obligations pursuant to Subordination Agreements that are requested by and satisfactory to the Administrative Agent in its sole discretion; (d) the receipt of the initial Borrowing Base Certificate, prepared as of April 30, 2007, on the Closing Date and, thereafter, the receipt of any updated Borrowing Base Certificate or “roll forward” required under this Agreement; (i) the Bankruptcy Court shall have entered, prior to the Closing Date, an order (the “Confirmation Order”), in form and substance satisfactory to the Administrative Agent, confirming the Reorganization Plan and approving and authorizing the transactions contemplated thereby, and the Confirmation Order shall be a Final Order (and, for avoidance of doubt, the Confirmation Order shall not have been reversed, stayed, modified, amended, rescinded or vacated); (ii) the Reorganization Plan shall not have been modified, altered, amended or otherwise changed or supplemented without the prior written consent of the Administrative Agent; (iii) all material conditions precedent to the effectiveness of the Reorganization Plan shall have been satisfied (or waived with the prior written consent of the Administrative Agent) and the Effective Date (as defined in the Reorganization Plan) shall have occurred; (iv) unless otherwise agreed by the Administrative Agent, ten (10) days shall have passed since the entry of the Confirmation Order and the Confirmation Order shall not be subject to any stay; (v) the Administrative Agent shall be satisfied that, except as otherwise consented to by it, the Bankruptcy Court’s retention of jurisdiction under the Confirmation Order will not govern the enforcement of the Loan Documents; (vi) the transactions set forth in the Reorganization Plan shall have been consummated in accordance with all applicable Law and otherwise to the satisfaction of the Administrative Agent; and (vii) the Administrative Agent shall have received the results of a recent search copy of the Uniform Commercial Confirmation Order, certified by the Bankruptcy Court as complete and correct; (f) without limiting the generality of the foregoing, Administrative Agent shall have received, prior to the Closing Date, evidence satisfactory to it of the consummation of the Rights Offering (as defined in the Reorganization Plan) and payment or funding of all amounts and reserves described in Section 3.24; (g) prior to the Closing Date, all Property of the Estate (as defined in the Bankruptcy Code) of the Filing Company shall have vested in the reorganized Filing Company free and clear of all Liens other than Liens in favor of the Mortgage Lender securing the Mortgage Debt and Liens permitted pursuant to Section 5.2, judgment and tax lien filings which may Administrative Agent shall have received evidence satisfactory to it of the merger of the reorganized Filing Company with and into Company, with Company as the surviving corporation; (h) following the Effective Date and after giving effect to the transactions contemplated by the Financing Documents, the Borrowers shall not have any outstanding Debt or preferred stock other than (i) Debt incurred under the Financing Documents, (ii) the Mortgage Debt, (iii) purchase money Debt and Capital Leases permitted under clause (c) of the definition of Permitted Indebtedness and (iv) Debt permitted pursuant to Section 5.1. Without limiting the generality of the foregoing, the Pre-Petition Loan Agreements shall have been filed with respect to the Borrower or any other Loan Partyterminated, and all loans, interest and other amounts accrued or owing thereunder shall have been paid in full and all Liens granted in respect thereof shall have been released and extinguished and the results terms and conditions of any such search release shall be satisfactory to the Lenders.Administrative Agent; (di) The Spin-off shall have been consummated, (including receipt of a favorable ruling from the Internal Revenue Service stating that the Spin-off may be consummated on a tax-free basis) and intercompany arrangements between the Borrower and Fingerhut shall have been completed. (e) The credit facilities provided for herein shall have received a rating of at least BB- and at least Ba3 from S&P and Moody's, respectively. (f) The Administrative Agent s▇▇▇▇ ▇▇ve received a completed Borrowing Base Certificate dated following the Effective Date and signed after giving effect to the transactions contemplated by a Financial Officer the Financing Documents, there shall be no Liens on any asset of Borrowers other than Liens permitted pursuant to Section 5.2; (j) the Borrowerreceipt by Administrative Agent of those documents, instruments and/or agreements set forth on Schedule 7.4 that are required to be delivered to Administrative Agent prior to the initial extension of credit hereunder pursuant to Schedule 7.4; and (k) the receipt by Administrative Agent of such other documents, instruments and/or agreements as Administrative Agent may reasonably request.

Conditions to Initial Extensions of Credit. The obligations obligation of the Lenders Banks to make the initial Loans hereunder and of the Issuing Banks to issue Letters Extensions of Credit hereunder, and the effectiveness of any amendment to a Letter of Credit that increases the principal amount thereof, are hereunder is subject to the satisfaction of such of the following conditions set forth below (in all material respects on or prior to the date of any such satisfaction, the "Effective Date"; which date Closing Date as shall not be later than the date that is 90 days after the Closing Date, or, if earlier, September 30, 1998):have been expressly waived in accordance with Section 9.05: (a) An amended and restated $600 million liquidity facility (the "Liquidity Facility"), together with any necessary changes in the commercial paper program and certificates associated therewith, on behalf The Agent shall have received multiple counterparts hereof signed by each of the Metris Master Trust shall have become effective.parties hereto; (b) The Administrative AgentAgent shall have received a duly executed Revolving Note for the account of each Bank, complying with Section 2.03; (c) The Agent and each Bank shall have received legal opinions of counsel to the Lenders Borrower, in form and substance satisfactory to the Agent and the arranger of the credit facilities provided for herein Banks; (d) The Agent shall have received all documents it may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of each of the Financing Documents, and any other matters relevant hereto, all in form and substance satisfactory to the Agent; (e) The Agent shall have received the applicable Notice of Borrowing relating to such Extension of Credit; (f) No Default shall have occurred and be continuing immediately before the making of such Extension of Credit and no Default shall exist immediately thereafter; (g) The representations and warranties of the Borrower made in or pursuant to the Financing Documents to which it is a party shall be true in all material respects as of the date of the making of such Extensions of Credit; (h) The Extension of Credit will be extended in compliance with all applicable governmental laws and regulations (including without limitation Regulations U, T and X); (i) The Agent shall have received a certificate of the Borrower, signed on behalf of Borrower by the Borrower's chief executive officer or chief financial officer, confirming to the knowledge of such officer that (i) no Default is continuing, (ii) the Borrower is Solvent, (iii) the guaranties given by the Borrower's Subsidiaries to guarantee the $70 million 2000 Private Placement Debt have been released, (iv) other than the subsidiary guaranties given in respect of the $90 million 1995 Private Placement Debt, no other Consolidated Funded Indebtedness shall be benefited by any Guarantee given by Subsidiaries of the Borrower, and all other conditions precedent to the initial borrowing hereunder have been satisfied in all material respects; (j) The Agent shall have received evidence that the guaranties given by the Borrower's Subsidiaries to guarantee the Existing Credit Facility have been released; (k) The Agent and the Banks shall have been paid all fees (due and payable pursuant to the Fee LetterSections 2.15(b) and other amounts due and payable on (d) hereof; (l) No litigation shall be pending or prior to the Effective Dateknowledge of Borrower threatened against the Borrower, including, any Subsidiary or any Specified Affiliate which would be likely to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document.have a Material Adverse Effect; (cm) The Administrative Agent and the Banks shall have received such financial information regarding the results of a recent search of Borrower and its Subsidiaries as may be requested by, and in each case in form and substance satisfactory to, the Uniform Commercial Code, judgment Agent and tax lien filings which may the Banks; and (n) There shall not have been filed occurred or become known any material adverse change with respect to the Borrower condition (financial or any other Loan Partyotherwise), and the results operations, business or assets of such search shall be satisfactory to the Lenders. (d) The Spin-off shall have been consummated, (including receipt of a favorable ruling from the Internal Revenue Service stating that the Spin-off may be consummated on a tax-free basis) and intercompany arrangements between the Borrower and Fingerhut its Subsidiaries taken as a whole, since December 31, 2000. The certificates and opinions referred to in this Section shall have been completedbe dated not earlier than the date hereof and not later than the date of such initial Extensions of Credit. (e) The credit facilities provided for herein shall have received a rating of at least BB- and at least Ba3 from S&P and Moody's, respectively. (f) The Administrative Agent s▇▇▇▇ ▇▇ve received a completed Borrowing Base Certificate dated the Effective Date and signed by a Financial Officer of the Borrower.

Conditions to Initial Extensions of Credit. The obligations obligation of the Lenders to make the initial Loans hereunder and of the Issuing Banks to issue Letters Extensions of Credit hereunder, and the effectiveness of any amendment to a Letter of Credit that increases the principal amount thereof, are hereunder is subject to the satisfaction of such of the following conditions set forth below (in all material respects on or prior to the date of any such satisfaction, the "Effective Date"; which date Closing Date as shall not be later than the date that is 90 days after the Closing Date, or, if earlier, September 30, 1998):have been expressly waived in accordance with Section 9.05: (a) An amended and restated $600 million liquidity facility (the "Liquidity Facility"), together with any necessary changes in the commercial paper program and certificates associated therewith, on behalf The Administrative Agent shall have received multiple counterparts hereof signed by each of the Metris Master Trust shall have become effective.parties hereto; (b) The Administrative AgentAgent shall have received a duly executed Revolving Note for the account of each Lender, complying with Section 2.13; (c) The Administrative Agent and each Lender shall have received legal opinions of counsel to the Lenders Borrower, in form and substance satisfactory to the Administrative Agent and the arranger of the credit facilities provided for herein Lenders; (d) The Administrative Agent shall have received all fees (due and payable pursuant documents it may reasonably request relating to the Fee Letter) existence of the Borrower, the corporate authority for and the validity of each of the Credit Documents, and any other amounts due matters relevant hereto, all in form and payable on or prior substance satisfactory to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document.Administrative Agent; (ce) The Administrative Agent shall have received the results applicable Loan Notice relating to such Extension of a recent search Credit; (f) No Default shall have occurred and be continuing immediately before the making of such Extension of Credit and no Default shall exist immediately thereafter; (g) The representations and warranties of the Uniform Commercial CodeBorrower made in or pursuant to the Credit Documents to which it is a party shall be true in all material respects as of the date of the making of such Extension of Credit; (h) The Extension of Credit will be extended in compliance with all applicable governmental laws and regulations (including without limitation Regulations U, judgment T and tax lien filings which may X); (i) The Administrative Agent shall have received a certificate of the Borrower, signed on behalf of Borrower by the Borrower's chief executive officer or chief financial officer, confirming to the knowledge of such officer that (i) no Default is continuing, (ii) the Borrower is Solvent, (iii), no other Funded Debt shall be benefited by any Support Obligations given by Subsidiaries of the Borrower, and all other conditions precedent to the initial borrowing hereunder have been filed satisfied in all material respects; (j) The Administrative Agent and the Lenders shall have been paid all fees due and payable in connection herewith; (k) No litigation shall be pending or to the knowledge of Borrower threatened against the Borrower, any Subsidiary or any Specified Affiliate which would be likely to have a Material Adverse Effect; (l) The Administrative Agent and the Lenders shall have received such financial information regarding the Borrower and its Subsidiaries as may be requested by, and in each case in form and substance satisfactory to, the Administrative Agent and the Lenders; (m) The Administrative Agent shall have received evidence that the Existing Credit Agreement has been (or concurrently with the Closing Date is being) terminated and Liens securing obligations under the Existing Credit Agreement have been (or concurrently with the Closing Date are being) released; and (n) Since December 31, 2002, there has been no event or circumstance with respect to the Borrower condition (financial or any other Loan Partyotherwise), and the results operations, business or assets of such search shall be satisfactory to the Lenders. (d) The Spin-off shall have been consummated, (including receipt of a favorable ruling from the Internal Revenue Service stating that the Spin-off may be consummated on a tax-free basis) and intercompany arrangements between the Borrower and Fingerhut its Subsidiaries taken as a whole that has had or could reasonably be expected to have a Material Adverse Effect. The certificates and opinions referred to in this Section shall have been completedbe dated not earlier than the date hereof and not later than the date of such initial Extensions of Credit. (e) The credit facilities provided for herein shall have received a rating of at least BB- and at least Ba3 from S&P and Moody's, respectively. (f) The Administrative Agent s▇▇▇▇ ▇▇ve received a completed Borrowing Base Certificate dated the Effective Date and signed by a Financial Officer of the Borrower.

Conditions to Initial Extensions of Credit. The obligations obligation of the Lenders (including the Swingline Lender) to make the initial Loans hereunder (including the initial advances on the Tranche A Term Loan and the funding of the Tranche B Term Loan) or of the Issuing Banks Lender to issue Letters of Credit hereunder, and the effectiveness of any amendment to a initial Letter of Credit that increases on the principal amount thereofEffective Date, are whichever shall occur first shall be subject to satisfaction of the following conditions on or before the Effective Date in addition to satisfaction on the Closing Date of the conditions set forth below (the date of any such satisfaction, the "Effective Date"; which date shall not be later than the date that is 90 days after the Closing Date, or, if earlier, September 30, 1998):in Section 5.1; (a) An amended and restated $600 million liquidity facility (The Agent shall have received satisfactory evidence that the "Liquidity Facility"), together with any necessary changes in the commercial paper program and certificates associated therewithAgent, on behalf of the Metris Master Trust shall have become effective.Lenders, holds a perfected, first priority Lien, subject to no other Liens other than for Permitted Liens, on all Collateral; (b) The Administrative Agent, the Lenders and the arranger of the credit facilities provided for herein Agent shall have received satisfactory evidence that the Existing Credit Agreement, together with all fees (due and payable pursuant to the Fee Letter) interest, prepayment premiums and other amounts due and payable on or prior to payable, has been paid in full and the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document.related commitments terminated; (c) The Administrative Agent shall have received a certificate executed by the results of a recent search chief financial officer or treasurer of the Uniform Commercial Code, judgment and tax lien filings which may have been filed with respect Borrower as of the Effective Date stating that immediately after giving effect to the Borrower or any other Loan Party, this Credit Agreement and the results other Credit Documents and the initial extensions of such search shall be satisfactory to credit hereunder on the Lenders.Effective Date, (i) each of the Credit Parties is Solvent, (ii) no Default or Event of Default exists and (iii) the representations and warranties set forth in Section 6 are true and correct in all material respects; (d) The Spin-off Agent shall have been consummatedreceived such other documents, (including receipt of a favorable ruling from the Internal Revenue Service stating that the Spin-off agreements or information which may be consummated on a tax-free basis) and intercompany arrangements between reasonably requested by the Borrower and Fingerhut shall have been completed.Agent; and (e) The credit facilities provided for herein Agent shall have received a rating received, for its own account and for the accounts of at least BB- the Lenders, all fees and at least Ba3 from S&P and Moody's, respectively. (f) The Administrative Agent s▇▇▇▇ ▇▇ve received a completed Borrowing Base Certificate dated expenses required by this Credit Agreement or any other Credit Document to be paid on or before the Effective Date and signed by a Financial Officer of the BorrowerDate.

Conditions to Initial Extensions of Credit. The obligations of the Lenders and the Issuing Bank to make Extensions of Credit shall not become effective until the initial Loans hereunder and date on which each of the Issuing Banks to issue Letters of Credit hereunder, and the effectiveness of any amendment to a Letter of Credit that increases the principal amount thereof, are subject to the satisfaction of the following conditions set forth below is satisfied (the date of any such satisfaction, the "Effective Date"; which date shall not be later than the date that is 90 days after the Closing Date, or, if earlier, September 30, 1998):or waived in accordance with Section 10.2). (a) An amended and restated $600 million liquidity facility (the "Liquidity Facility"), together with any necessary changes in the commercial paper program and certificates associated therewith, on behalf of the Metris Master Trust shall have become effective. (b) The Administrative Agent, the Lenders and the arranger of the credit facilities provided for herein Issuing Bank shall have received all fees (due and payable pursuant to the Fee Letter) and other amounts due and payable on or prior to the Effective Datedate of the initial Extension of Credit, including, to the extent invoiced, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by any Loan Party hereunder or the Borrower hereunder, under any other Loan DocumentDocument and under the Fee Letter. (cb) The Administrative Agent (or its counsel) shall have received the results following (each of which, unless otherwise specified, shall be dated on or as of a recent search single date occurring on or before the date of the Uniform Commercial Code, judgment and tax lien filings Initial Extension of Credit): (i) a counterpart of this Agreement signed by or on behalf of each party hereto or written evidence satisfactory to the Administrative Agent (which may include a facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; (ii) if requested by any Lender, a duly executed note payable to such Lender; (iii) a certificate of the Secretary of the Borrower, attaching and certifying copies of its operating agreement and of the resolutions of its boards of directors or members, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of the Borrower executing the Loan Documents; (iv) certified copies of the certificate of organization or other charter documents of the Borrower, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of formation of the Borrower and each other jurisdiction where the Borrower is required to be qualified to do business as a foreign corporation except for any such jurisdiction where the failure to so qualify shall not have been filed with respect a Material Adverse Effect; (v) a favorable written opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, or other counsel to the Borrower acceptable to the Administrative Agent and (ii) in-house counsel for the Borrower, in each case, addressed to the Administrative Agent, the Issuing Bank and each of the Lenders, and covering such matters relating to the Borrower, the Loan Documents and the transactions contemplated therein as the Administrative Agent, the Issuing Bank or the Required Lenders shall reasonably request; (vi) a certificate, dated as of the date hereof, and signed by a Responsible Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 3.2; (vii) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of the Borrower, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any other Loan Partyof the transactions contemplated thereby, and the results of such search consents, approvals, authorizations, registrations, filings and orders shall be satisfactory to the Lenders.in full force and effect and all applicable waiting periods shall have expired; (dviii) The Spin-off shall have been consummatedcopies of the audited consolidated financial statements for the Borrower and its Subsidiaries for the Fiscal Years ending December 31, 2000 and December 31, 2001, including balance sheets, income and cash flow statements audited by independent certified public accountants of recognized national standing and prepared in conformity with GAAP, and such other financial information as the Lenders may reasonably request; and (ix) Certification by the Borrower that its obligations under (i) the credit agreement, dated as of April 27, 2001 with Citibank as administrative agent, (including receipt ii) the credit agreement, dated as of a favorable ruling from April 20, 2001 with SunTrust Bank as administrative agent, (iii) the Internal Revenue Service stating that first amended and restated letter of credit facility agreement, dated as of July 18, 2001, with ABN AMRO Bank N.V. as administrative agent, and (iv) the Spin-off may be consummated on a tax-free basis) and intercompany arrangements letter agreement, dated March 16, 2001, between the Borrower and Fingerhut shall Bank One, NA have been completed. (e) The paid in full, and that all letters of credit facilities provided for herein shall have received a rating of at least BB- and at least Ba3 from S&P and Moody's, respectively. (f) The Administrative Agent s▇▇▇▇ ▇▇ve received a completed Borrowing Base Certificate dated the Effective Date and signed by a Financial Officer outstanding under each of the Borrowerforegoing agreements shall be terminated on or before the date of the Initial Extension of Credit.