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                                                                    EXHIBIT 10.5


                     FIFTH AMENDMENT TO AMENDED AND RESTATED
                         SENIOR SECURED CREDIT AGREEMENT


         This Fifth Amendment (this "Amendment") to the Amended and Restated
Senior Secured Credit Agreement referenced below is entered into as of January
26, 2004, among Metris Companies Inc., a Delaware corporation (the "Borrower"),
the lenders signatory hereto (the "Required Lenders"), and Deutsche Bank Trust
Company Americas, as administrative agent (the "Administrative Agent") for the
Lenders and collateral agent (the "Collateral Agent") for the Lenders.

                                    RECITALS:

         WHEREAS, the Borrower, the Lenders, the Administrative Agent and the
Collateral Agent are parties to the Amended and Restated Senior Secured Credit
Agreement, dated as of June 18, 2003, as amended by the First Amendment to the
Amended and Restated Senior Secured Credit Agreement, dated as of July 29, 2003,
by the Second Amendment to the Amended and Restated Senior Secured Credit
Agreement, dated as of September 30, 2003, by the Third Amendment to the Amended
and Restated Senior Secured Credit Agreement, dated as of November 19, 2003, and
by Fourth Amendment to the Amended and Restated Senior Secured Credit Agreement
dated as of December 19, 2003 (as so amended, the "Credit Agreement") providing
for the extension of credit to Borrower in the form of a term loan in the
original principal amount of $125,000,000;

         WHEREAS, the Borrower has requested that certain provisions of the
Credit Agreement be amended and waived, and the Required Lenders have agreed to
such amendments and waiver, all on the terms and subject to the conditions set
forth in this Amendment;

         NOW, THEREFORE, in consideration of the mutual covenants and
undertakings herein contained, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

         1.       Amendments to the Credit Agreement.

                  a.        Section 5.14 of the Credit Agreement is hereby
                  amended and restated in its entirety as follows:

                           "Section 5.14. Additional Accounts. With respect to
                  the Borrower and each of its Subsidiaries (other than DMCCB,
                  ICOM Limited and MES Insurance Agency, LLC), deliver a control
                  agreement, in form and substance reasonably satisfactory to
                  the Required Lenders, prior to the establishment of any
                  deposit account or securities account established after the
                  Effective Date, other than (a) deposit accounts or securities
                  accounts exclusively related to Receivables Transfer Programs
                  and (b) only to the extent of the first Five Hundred Thousand
                  Dollars ($500,000) credited thereto, that certain securities
                  account described as Money Market Fund A/C 5820-1737 held by
                  U.S. Bancorp in the name of Metris Warranty Services of
                  Florida, Inc., or any other replacement thereof (the "MWSF
                  Regulatory Compliance Account"). The Borrower agrees to
                  promptly deliver, or




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                  cause to be delivered, to the Administrative Agent a copy of
                  all statements, confirmations, and correspondence concerning
                  the MWSF Regulatory Compliance Account."

                  b.       Section 6.07(c) of the Credit Agreement is hereby
                  amended and supplemented by adding the following clause (v) to
                  the end thereof:

                           "(v) defeasance in full on or before February 13,
                  2004 and payment in full within forty-five (45) days of such
                  defeasance of the "Renewable Unsecured Subordinated Notes"
                  (the "Retail Notes") which constitute Indebtedness issued
                  pursuant to that certain Indenture, dated as of October 25,
                  2000, between the Borrower, as issuer, and U.S. Bank National
                  Association, as trustee, as supplemented by First Supplemental
                  Indenture dated as of October 25, 2002 and outstanding in an
                  aggregate principal amount not exceeding $1,000,000 as of
                  February 10, 2004."

         2.       Prepayment. In connection with the defeasance of the Retail
Notes permitted under Section 6.07(c) of the Credit Agreement, as amended by
this Amendment, the Borrower shall prepay to the Administrative Agent (for the
ratable benefit of the Lenders) on the date of such defeasance the principal
amount of Five Million Dollars ($5,000,000) of the Term Loan, plus (y) interest
accrued to the date of prepayment at the Interest Rate on the $5,000,000 of the
Term Loan being so prepaid, plus (z) an amount equal to the Make Whole Amount
relating to such prepayment of the Term Loan.

         3.       Waiver. The Borrower intends to make available to its
employees from time to time surplus items (e.g., t-shirts, mugs, etc.) labeled
with the "Metris" logo ("Surplus Logo Items") for a purchase price approximately
equal to the cost of such items (which shall be less than $5,000 in the
aggregate). The Borrower intends to donate the proceeds from such sales to
charity. The Borrower has requested that the Required Lenders, and the Required
Lenders, as long as the proceeds of such sales are irrevocably donated to
charity, hereby agree to, waive (a) the covenant contained in Section 6.08 of
the Credit Agreement restricting the disposition of assets so as to permit such
sale of Surplus Logo Items, and (b) the application of the proceeds of such sale
to the prepayment of Term Loan pursuant to Section 2.07 of the Credit Agreement.
The waivers granted pursuant to this Section 2 are effective only in this
particular instance and for the specific purpose for which they are given and
shall not be construed as either a waiver of any other right, power or privilege
or a course of dealing giving rise to any obligation or condition with respect
to any subsequent modifications, consents or waivers. Except as specifically
provided in this Amendment, the Credit Agreement and the other Loan Documents
are hereby ratified by the Borrower in all respects and shall remain in full
force and effect.

         4.       The Borrower hereby represents and warrants that (i) it has
the power and is duly authorized to execute and deliver this Amendment, (ii)
this Amendment has been duly authorized, executed and delivered by all requisite
corporate and, if required, stockholder action, (iii) it is and will continue to
be duly authorized to perform its obligations under the Loan Documents and this
Amendment, (iv) the execution, delivery and performance by it of this Amendment
shall not (1) result in the breach of, or constitute (alone or with notice or
with the lapse of time or both) a default under, any material agreement or
instrument to which it is a




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party, (2) violate (A) any provision of law, statute, rule or regulation, or
certificate or articles of incorporation or other constitutive documents or
by-laws of the Borrower or any Subsidiary, (B) any order of any Governmental
Authority or (C) any provision of any material indenture, agreement or other
instrument to which the Borrower or any Subsidiary is a party or by which any of
them or any of their property is or may be bound, or (3) result in the creation
or imposition of any Lien upon or with respect to any property or assets now
owned or hereafter acquired by the Borrower or any Subsidiary other than
pursuant to the Collateral Documents, (v) this Amendment and each of the Loan
Documents to which it is a party or by which it or its assets may be or is bound
constitutes its legal, valid and binding obligations, enforceable against it
(subject, as to the enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium and similar laws affecting creditors'
rights generally and to general principles of equity), (vi) except as publicly
disclosed, there are not any actions, suits, investigations (civil or criminal)
or proceedings at law or in equity or by or before any Governmental Authority
pending or, to the knowledge of the Borrower, threatened against or affecting
the Borrower or any Subsidiary or any business, property or rights of any such
Person (1) which involve any Loan Document or the Transactions or (2) which
would be materially likely to result in a Material Adverse Effect and neither
the Borrower nor any of the Subsidiaries is in violation of any law, rule or
regulation, or in default with respect to any judgment, writ, injunction or
decree of any Governmental Authority, where such violation or default would be
materially likely to result in a Material Adverse Effect, and (vii) none of the
Borrower or its Subsidiaries is in default with respect to any order of any
court, governmental authority, regulatory agency or arbitration board or
tribunal, the effect of which would have a Material Adverse Effect on the
business, assets, operations or financial condition of the Borrower and its
Subsidiaries (taken as a whole). The Borrower represents and warrants that,
after giving effect to this Amendment, no Default or Event of Default has
occurred or is continuing.

         5.       All capitalized terms used herein, unless otherwise defined
herein, have the same meanings provided herein or in the Credit Agreement.

         6.       This Amendment is limited precisely as written and shall not
be deemed to (a) be a consent to a waiver or any other term or condition of the
Credit Agreement, the other Loan Documents or any of the documents referred to
therein or executed in connection therewith or (b) prejudice any right or rights
the Lenders may now have or may have in the future under or in connection with
the Credit Agreement, the other Loan Documents or any documents referred to
therein or executed in connection therewith. Whenever the Credit Agreement is
referred to in the Credit Agreement or any of the instruments, agreements or
other documents or papers executed and delivered in connection therewith, it
shall be deemed to mean the Credit Agreement, as the case may be, as modified by
this Amendment.

         7.       This Amendment is a document executed pursuant to the Credit
Agreement and shall (unless otherwise expressly indicated therein) be construed,
administered or applied in accordance with the terms and provisions thereof.

         8.       This Amendment may be executed by the parties hereto in
several counterparts, each of which shall be deemed to be an original and all of
which shall constitute together but one and the same agreement. The parties may
execute facsimile copies of this Amendment and the facsimile signature of any
such party shall be deemed an original and fully binding on said party.


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         9.       This Amendment shall be governed and construed in accordance
with the applicable terms and provisions of Section 9.07 (Applicable Law) of the
Credit Agreement, which terms and provisions are incorporated herein by
reference.

         10.      Except as hereby amended, no other term, condition or
provision of the Credit Agreement shall be deemed modified or amended, and this
Amendment shall not be considered a novation.

         11.      The Required Lenders hereby direct and instruct the
Administrative Agent and Collateral Agent, as applicable, to execute this
Amendment.

         12.      This Amendment shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns.


      [Remainder of Page Intentionally Left Blank. Signature Pages Follow.]



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         IN WITNESS WHEREOF, the Borrower, the Required Lenders, the
Administrative Agent and the Collateral Agent have caused this Fourth Amendment
to the Amended and Restated Credit Agreement to be duly executed by their
respective authorized officers as of the day and year first written above.

                                        METRIS COMPANIES INC., as Borrower


                                        By:
                                           ---------------------------------
                                        Name:
                                        Title:



[Signature Pages to Fifth Amendment to Amended and Restated Senior Secured
Credit Agreement]

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                                      DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                      as Collateral Agent for the Lenders,
                                      Secured Party and Securities Intermediary

                                      By:
                                         --------------------------------------
                                      Name:
                                           ------------------------------------
                                      Title:
                                            -----------------------------------


                                      DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                      as Administrative Agent for the Lenders

                                      By:
                                         --------------------------------------
                                      Name:
                                           ------------------------------------
                                      Title:
                                            -----------------------------------



[Signature Pages to Fifth Amendment to Amended and Restated Senior Secured
Credit Agreement]

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                                      HIGH YIELD PORTFOLIO, a series of Income
                                      Trust, as Lender

                                      By:
                                         --------------------------------------
                                      Name:
                                           ------------------------------------
                                      Title:
                                            -----------------------------------


                                      AXP VARIABLE PORTFOLIO - HIGH YIELD
                                      BOND FUND, a series of AXP Variable
                                      Portfolio Income Series, Inc., as Lender

                                      (F/K/A AXP VARIABLE PORTFOLIO - EXTRA
                                      INCOME FUND, a series of AXP Variable
                                      Portfolio Income Series, Inc.)

                                      By:
                                         --------------------------------------
                                      Name:
                                           ------------------------------------
                                      Title:
                                            -----------------------------------



[Signature Pages to Fifth Amendment to Amended and Restated Senior Secured
Credit Agreement]

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                                  DK ACQUISITION PARTNERS, L.P., as Lender

                                  By:  M.H. Davidson & Co., its General Partner

                                   By:
                                      -----------------------------------------
                                   Name:
                                        ---------------------------------------
                                   Title:
                                         --------------------------------------


[Signature Pages to Fifth Amendment to Amended and Restated Senior Secured
Credit Agreement]

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                                      PERRY PRINCIPALS INVESTMENTS, L.L.C.,
                                      as Lender


                                      By:
                                         --------------------------------------
                                      Name:
                                           ------------------------------------
                                      Title:
                                            -----------------------------------

[Signature Pages to Fifth Amendment to Amended and Restated Senior Secured
Credit Agreement]

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                                     THE VARDE FUND V, L.P., a Delaware limited
                                     partnership

                                     By: The Varde Fund V, G.P. LLC, a Delaware
                                     limited liability company, its General
                                     Partner

                                     By: Varde Partners, L.P., a Delaware
                                     limited partnership, its Managing Member

                                     By:  Varde Partners, Inc., a Delaware
                                     corporation, its General Partner

                                     By:
                                        --------------------------------------
                                     Name:
                                          ------------------------------------
                                     Title:
                                           -----------------------------------


[Signature Pages to Fifth Amendment to Amended and Restated Senior Secured
Credit Agreement]

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                                      YORK CAPITAL MANAGEMENT, L.P., as Lender


                                      By:
                                         --------------------------------------
                                      Name:
                                           ------------------------------------
                                      Title:
                                            -----------------------------------



[Signature Pages to Fifth Amendment to Amended and Restated Senior Secured
Credit Agreement]

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                                      KZH SOLEIL-2 LLC, as Lender

                                      By:
                                         --------------------------------------
                                      Name:
                                           ------------------------------------
                                      Title:
                                            -----------------------------------


                                      GALAXY 1999-1, LTD., as Lender

                                      By:
                                         --------------------------------------
                                      Name:
                                           ------------------------------------
                                      Title:
                                            -----------------------------------

                                      SUNAMERICA LIFE INSURANCE COMPANY,
                                      as Lender


                                      By:
                                         --------------------------------------
                                      Name:
                                           ------------------------------------
                                      Title:
                                            -----------------------------------

[Signature Pages to Fifth Amendment to Amended and Restated Senior Secured
Credit Agreement]

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                                   SATELLITE SENIOR INCOME FUND, LLC, as Lender


                                   By:
                                      ----------------------------------------
                                   Name:
                                        --------------------------------------
                                   Title:
                                         -------------------------------------


[Signature Pages to Fifth Amendment to Amended and Restated Senior Secured
Credit Agreement]

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                                   SPIRET IV LOAN TRUST 2003-A, as Lender

                                   By Wilmington Trust Company, not in its
                                   individual capacity but solely as trustee


                                   By:
                                      ----------------------------------------
                                   Name:
                                        --------------------------------------
                                   Title:
                                         -------------------------------------



[Signature Pages to Fifth Amendment to Amended and Restated Senior Secured
Credit Agreement]