EXHIBIT 10.5(ii)
FIRST AMENDMENT
METRIS OWNER TRUST
$300,000,000 3-YEAR LIQUIDITY AGREEMENT
FIRST AMENDMENT (this "Amendment"), dated as of July 27, 2000, to the
3-YEAR LIQUIDITY AGREEMENT, dated as of July 30, 1998 (the "Liquidity
Agreement"), among METRIS OWNER TRUST, a Delaware business trust (the
"Borrower"), the lenders parties thereto (the "Lenders") 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 Liquidity Agreement, the Lenders have agreed to
make certain extensions of credit to the Borrower; and
WHEREAS, the Borrower has requested that the Lenders agree to amend the
Liquidity 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
1.1. Amendment to Cover Page and Preamble. The Cover Page and preamble to
the Liquidity Agreement is, in each case, amended to add the following parties:
"BANK OF AMERICA, N.A., as Syndication Agent, BARCLAYS BANK PLC, as
Co-Documentation Agent, and U.S. BANK NATIONAL ASSOCIATION, as
Co-Documentation Agent"
1.2. Amendment to Definitions of "Expiration Date" and "Expiry Date".
Clause (a) of each of the definition of "Expiration Date" and the definition of
"Expiry Date" contained in Section 1.1 of the Liquidity Agreement is, in each
case, hereby replaced with the following clause (a):
"(a) July 26, 2003"
1.3. Amendment to Section 9 of the Liquidity Agreement. Section 9 of the
Liquidity Agreement is hereby amended by adding the following Section 9.11
thereto at the end thereof:
"Section 9.11 Syndication Agent and Co-Documentation Agents. The
Syndication Agent and the Co-Documentation Agents shall have no duties,
rights, obligations or liabilities hereunder or under the other Program
Documents in their roles as such."
SECTION II. MISCELLANEOUS
2.1. Defined Terms. Unless otherwise defined herein, capitalized terms
which are defined in the Liquidity 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 (a) the Administrative Agent
having received counterparts of this Amendment duly executed and delivered by
the Borrower and each Lender, (b) the Rating Agencies having confirmed that the
Series 1998-1 Class A Security and all outstanding Commercial Paper are rated at
least AA/Aa2 and A-1/P-1, respectively, and (c) the Lenders, the Administrative
Agent and the Arranger having received all fees required to be paid, and all
expenses for which invoices have been presented, on or before July 21, 2000.
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 Borrower in the Program 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 Liquidity Agreement and
the other Program Documents are and shall remain in full force and effect and
are not waived in any respect. This Amendment shall constitute a Program
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 Program 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 OWNER TRUST
By: WILMINGTON TRUST COMPANY,
not in its individual capacity but solely
as Owner Trustee
By:____________________________
Name:
Title:
THE CHASE MANHATTAN BANK,
as Administrative Agent and a Lender
By:____________________________
Name:
Title:
BANK OF AMERICA, N.A.
By:____________________________
Name:
Title:
BANK OF MONTREAL
By:____________________________
Name:
Title:
THE BANK OF NOVA SCOTIA
By:____________________________
Name:
Title:
BARCLAYS BANK PLC
By:____________________________
Name:
Title:
BNP PARIBAS
By:____________________________
Name:
Title:
By:____________________________
Name:
Title:
CREDIT SUISSE FIRST BOSTON
By:____________________________
Name:
Title:
DEUTSCHE BANK A.G., NEW YORK
AND/OR CAYMAN ISLANDS RANCHES
By:____________________________
Name:
Title:
NORDDEUTSCHE LANDESBANK GIROZENTRALE
By:____________________________
Name:
Title:
US BANCORP
By:____________________________
Name:
Title:
▇▇▇▇▇ FARGO BANK NATIONAL ASSOCIATION
By:____________________________
Name:
Title: