##### 



EXHIBIT 10.14a Execution Copy FIRST AMENDMENT dated as of December 21, 2004 (this
Amendment) to the Senior Secured Credit Agreement dated as
of May 6, 2004 (the Credit Agreement), 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 and
collateral agent for the Lenders (in such capacities, the
Administrative Agent and Collateral Agent). WHEREAS, the Borrower, the Lenders (such term and other capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement),
the Administrative Agent and the Collateral Agent, are parties to the Credit Agreement providing
for the extension of credit to Borrower in the form of term loans in the aggregate principal amount
of $300,000,000; WHEREAS, the Borrower has requested that certain provisions of the Credit Agreement be
amended, and the Administrative Agent, the Collateral Agent and the Required Lenders are willing to
so amend the Credit Agreement, on the terms and 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 Credit Agreement. (a) Amendment to Section 6.01(f) of the Credit Agreement. Section 6.01(f) of the
Credit Agreement is hereby amended and restated to read in its entirety as follows: (f) Available Liquidity Covenant. In the case of the Borrower, permit
the Liquidity Amount at any time to be less than the product of (i) 1.08 and (ii)
the principal balance of all Term Loans then outstanding. (b) Amendment to Section 6.02(d) of the Credit Agreement. Section 6.02(d) of the
Credit Agreement is hereby amended and restated to read in its entirety as follows: (d) unsecured Indebtedness of the Borrower and its Subsidiaries in an
aggregate principal amount not exceeding $155,000,000 at any time; (c) Amendment to Section 6.02(f) of the Credit Agreement. Section 6.02(f) of the
Credit Agreement is hereby amended by deleting the following proviso: (for the avoidance of doubt, the exception in this clause shall only be
permitted so long as no Default has occurred or is continuing)




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2 (d) Amendment to Section 6.02(h) of the Credit Agreement. Section 6.02(h) of the
Credit Agreement is hereby amended and restated to read in its entirety as follows: (h) unsecured Indebtedness of the Borrower and its Subsidiaries maturing on or
after the date that is 91 days after the Maturity Date in an amount not to exceed
$50,000,000; and (e) Amendment to Section 6.02(i) of the Credit Agreement. Section 6.02(i) of the
Credit Agreement is hereby amended by deleting the following proviso: (for the avoidance of doubt, the exceptions in this clause shall only be
permitted so long as no Default has occurred or is continuing) (f) Amendment to Section 6.07(b)(iii) of the Credit Agreement. Section 6.07(b)(iii)
of the Credit Agreement is hereby amended and restated to read in its entirety as follows: (iii) payment of any Indebtedness permitted by Section 6.02(d) in accordance
with its terms, including the payment of Senior Note Indebtedness at any time
pursuant to the terms of the Senior Note Indenture; and (g) Amendment to Section 6.10 of the Credit Agreement. Section 6.10 of the Credit
Agreement is hereby amended by adding a new clause at the end thereof to read as follows: and further provided that, with respect to (b), the Senior Note
Indenture dated July 13, 1999, as supplemented, applicable to the Borrowers 10.125%
Senior Notes issued thereunder and due in 2006, may be amended or waived to permit
the optional redemption thereof at par prior to July 15, 2005. 2. No Other Amendments or Waivers. 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. 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. 3. Construction. (a) 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. (b) 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.




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3 4. Binding Effect. This Amendment shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns. 5. Representations and Warranties. After giving effect to this Amendment, Borrower
hereby represents and warrants to the Administrative Agent and the Lenders that: (a) As of the date hereof, no Default or Event of Default has occurred and is continuing; (b) All representations and warranties of the Borrower set forth in the Credit Agreement are
true and correct in all material respects as of the date hereof, except to the extent that any
representation or warranty relates to an earlier date (in which case such representation or
warranty is true and correct in all material respects as of such earlier date). 6. Condition Precedent to Effectiveness. This Amendment shall become effective on the
date on which the Administrative Agent shall have received counterparts hereof duly executed and
delivered by the Borrower, the Collateral Agent, the Administrative Agent and the Required Lenders. 7. Governing Law. 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. 8. Counterparts. 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. 9. * 10. Direction. The Required Lenders hereby direct and instruct the Administrative
Agent and Collateral Agent to execute this Amendment; provided, however, that such
direction and instruction in no way expands, amends, modifies or changes any of the Administrative
Agents or Collateral Agents rights under the Credit Agreement. [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 First Amendment to the Credit Agreement to be duly executed by
their respective authorized officers as of the day and year first written above. METRIS COMPANIES INC., as BorrowerBy:
    
    /s/ Scott R. FjellmanName:
    
    Scott R. FjellmanTitle:
    
    Senior Vice President & Treasurer




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DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Administrative Agent and Collateral
Agent for the LendersBy:
    
    /s/ Boris TreygerName:
    
    Boris TreygerTitle:
    
    Assistant Vice President




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Institution:
    
    Andover Capital Offshore Partners Ltd.By:
    
    /s/ David GlancyName:
    
    David GlancyTitle:
    
    Managing Partner of the AdvisorInstitution:
    
    Andover Capital Partners LPBy:
    
    /s/ David GlancyName:
    
    David GlancyTitle:
    
    Managing Partner of the LPInstitution:
    
    The Assets Management Committee of the
Coca-Cola Company Master Retirement TrustBy: Fidelity Management Trust Company, as
Investment Manager under power of attorneyBy:
    
    /s/ John P. OReilly Jr.Name:
    
    John P. OReilly Jr.Title:
    
    Executive Vice PresidentInstitution:
    
    AXP Income Opportunities Fund, a series of
AXP Discovery Series, Inc.By:
    
    /s/ Lorraine R. HartName:
    
    Lorraine R. HartTitle:
    
    Assistant Vice PresidentAXP Discovery Series, Inc.




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Institution:
    
    AXP Variable Portfolio  High Yield Bond
Fund, a series of AXP Variable PortfolioBy:
    
    /s/ Lorraine R. HartName:
    
    Lorraine R. HartTitle:
    
    Assistant Vice PresidentAXP Variable Portfolio Income Series, Inc.Institution:
    
    AXP Variable Portfolio  Income
Opportunities Fund, a series of AXP Variable
Portfolio Income Series, Inc.By:
    
    /s/ Lorraine R. HartName:
    
    Lorraine R. HartTitle:
    
    Assistant Vice PresidentAXP Variable Portfolio Income Series, Inc.Institution:
    
    Bear Stearns Invest ProductBy:
    
    /s/ Jon WeissName:
    
    Jon WeissTitle:
    
    Author SignatoryInstitution:
    
    Calhoun CBO, LimitedBy: American Express Asset Management Group,
Inc., its authorized signatoryBy:
    
    /s/ John F. EverhartName:
    
    John F. EverhartTitle:
    
    Vice President and Portfolio Manager




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Institution:
    
    California Public Employees Retirement
SystemBy: Highland Capital Management, L.P.
As Authorized Representatives of the BoardBy:
    
    /s/ Todd TraversName:
    
    Todd TraversTitle:
    
    Senior Portfolio ManagerHighland Capital Management, L.P.Institution:
    
    Canpartners Investments IV, LLCBy:
    
    /s/ Mitchell R. JulisName:
    
    Mitchell R. JulisTitle:
    
    Managing PartnerInstitution:
    
    Caspian Capital Partners, LPBy:
    
    /s/ Charles Howe, IIName:
    
    Charles Howe, IITitle:
    
    TreasurerInstitution:
    
    Cedar CBO, LimitedBy: American Express Asset Management Group,
Inc., its authorized signatoryBy:
    
    /s/ John F. EverhartName:
    
    John F. EverhartTitle:
    
    Vice President and Portfolio Manager




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Institution:
    
    Cedarview CapitalBy:
    
    /s/ Burton WeinsteinName:
    
    Burton WeinsteinTitle:
    
    Managing PartnerInstitution:
    
    Centennial CBO, LimitedBy: American Express Asset Management Group,
Inc., its authorized signatoryBy:
    
    /s/ John F. EverhartName:
    
    John F. EverhartTitle:
    
    Vice President and Portfolio ManagerInstitution:
    
    Centurion CDO I, LimitedBy: American Express Asset Management Group,
Inc., its authorized signatoryBy:
    
    /s/ John F. EverhartName:
    
    John F. EverhartTitle:
    
    Vice President and Portfolio ManagerInstitution:
    
    Centurion CDO II, Ltd.By: American Express Asset Management Group,
Inc., as Collateral ManagerBy:
    
    /s/ Vincent P. PhamName:
    
    Vincent P. PhamTitle:
    
    Director-Operations




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Institution:
    
    Centurion CDO VI, Ltd.By: American Express Asset Management Group,
Inc., as Collateral ManagerBy:
    
    /s/ Vincent P. PhamName:
    
    Vincent P. PhamTitle:
    
    Director-OperationsInstitution:
    
    Continental Casualty CompanyBy:
    
    /s/ Marilou R. McGirrName:
    
    Marilou R. McGirrTitle:
    
    Vice President and Assistant TreasurerInstitution:
    
    Credit Opportunities Funding, Inc.By:
    
    /s/ Diana M. HimesName:
    
    Diana M. HimesTitle:
    
    Assistant Vice PresidentInstitution:
    
    Empyrean Investments LLCBy:
    
    /s/ Anthony HynesName:
    
    Anthony HynesTitle:
    
    Authorized SignatoryInstitution:
    
    Fidelity Advisor Series II:Fidelity Advisor Strategic Income FundBy:
    
    /s/ John H. CostelloName:
    
    John H. CostelloTitle:
    
    Assistant Treasurer




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Institution:
    
    Fidelity School Street Trust:Fidelity Strategic Income FundBy:
    
    /s/ John H. CostelloName:
    
    John H. CostelloTitle:
    
    Assistant TreasurerInstitution:
    
    Fidelity Summer Street Trust:Fidelity Capital & Income FundBy:
    
    /s/ John H. CostelloName:
    
    John H. CostelloTitle:
    
    Assistant TreasurerInstitution:
    
    Galaxy CLO 1999-1, Ltd.By: AIG Global Investment Corp., as
Collateral ManagerBy:
    
    /s/ Steven S. OhName:
    
    Steven S. OhTitle:
    
    Managing DirectorInstitution:
    
    Galaxy CLO 2003-1, Ltd.By: AIG Global Investment Corp., as
Investment AdvisorBy:
    
    /s/ Steven S. OhName:
    
    Steven S. OhTitle:
    
    Managing Director




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Institution:
    
    Galaxy III CLO, Ltd.By: AIG Global Investment Corp., as
Investment AdvisorBy:
    
    /s/ Steven S. OhName:
    
    Steven S. OhTitle:
    
    Managing DirectorInstitution:
    
    Goldman Sachs
Credit Partners L.P.By:
    
    /s/ Stephen KingName:
    
    Stephen KingTitle:
    
    Authorized SignatoryInstitution:
    
    Goldman Sachs
Special Situations Investing Group, Inc.By:
    
    /s/ Albert DombrowskiName:
    
    Albert DombrowskiTitle:
    
    Authorized SignatoryInstitution:
    
    Greywolf Loan Participation, LLCBy:
    
    /s/ William TroyName:
    
    William TroyTitle:
    
    COOInstitution:
    
    Goggshorm Portfolio Company X LLCBy:
    
    /s/ Michael MartinoName:
    
    Michael MartinoTitle:
    
    Principal




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Institution:
    
    Hammerman CapitalMaster Fund, LPBy:
    
    /s/ Jason HammermanName:
    
    Jason HammermanTitle:
    
    Managing Member of its General PartnerInstitution:
    
    Hammerman OpportunityMaster Fund, LPBy:
    
    /s/ Jason HammermanName:
    
    Jason HammermanTitle:
    
    Managing Member of its General PartnerInstitution:
    
    Highland Floating Rate Advantage FundBy: Highland Capital Management, L.P., itsInvestment AdvisorBy:
    
    /s/ Todd TraversName:
    
    Todd TraversTitle:
    
    Senior Portfolio ManagerHighland Capital Management, L.P.Institution:
    
    Highland Floating Rate Limited Liability
CompanyBy: Highland Capital Management, L.P., its
Investment AdvisorBy:
    
    /s/ Todd TraversName:
    
    Todd TraversTitle:
    
    Senior Portfolio ManagerHighland Capital Management, L.P.




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##### 



Institution:
    
    High Yield Portfolio, a series of Income
TrustBy:
    
    /s/ Lorraine R. HartName:
    
    Lorraine R. HartTitle:
    
    Assistant Vice PresidentIncome TrustInstitution:
    
    Illinois Municipal Retirement Fund Master
TrustBy: Fidelity Management Trust Company, as
Investment Manager under power of attorneyBy:
    
    /s/ John P. OReilly Jr.Name:
    
    John P. OReilly Jr.Title:
    
    Executive Vice PresidentInstitution:
    
    Isles CBO, LimitedBy: American Express Asset Management Group,
Inc., its authorized signatoryBy:
    
    /s/ John F. EverhartName:
    
    John F. EverhartTitle:
    
    Vice President and Portfolio ManagerInstitution:
    
    Marinier LDCBy: Riva Ridge Capital Management LP, as
Investment ManagerBy:
    
    /s/ Stephen GoldenName:
    
    Stephen GoldenTitle:
    
    Authorized Signatory




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Institution:
    
    Mason CapitalBy:
    
    /s/ Michael MartinoName:
    
    Michael MartinoTitle:
    
    PrincipalInstitution:
    
    Mason Capital, LTDBy:
    
    /s/ Michael MartinoName:
    
    Michael MartinoTitle:
    
    PrincipalInstitution:
    
    Metropolitan West
High Yield Bond FundBy:
    
    /s/ Lara MulpaganoName:
    
    Lara MulpaganoTitle:
    
    Chief Operating OfficerInstitution:
    
    Metropolitan West
Strategic Income FundBy:
    
    /s/ Lara MulpaganoName:
    
    Lara MulpaganoTitle:
    
    Chief Operating OfficerInstitution:
    
    Quadrangle Master Funding LTDBy:
    
    /s/ Quadrangle Master Funding LTDName:Title:
    
    Managing Principal




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Institution:
    
    Redwood Master Fund, Ltd.By:
    
    /s/ Jonathan KolatchName:
    
    Jonathan KolatchTitle:
    
    DirectorInstitution:
    
    SEI Institutional Managed Trust High Yield
Bond FundBy:
    
    /s/ Lara MulpaganoName:
    
    Lara MulpaganoTitle:
    
    Chief Operating OfficerInstitution:
    
    Shepherd Investments International, Ltd.By:
    
    /s/ Michael A. RothName:
    
    Michael A. RothTitle:
    
    Managing Member of Stark OffshoreManagement, LLC, Investment ManagerInstitution:
    
    Stark TradingBy:
    
    /s/ Michael A. RothName:
    
    Michael A. RothTitle:
    
    Managing Member of Stark Onshore Management,
LLC, General PartnerInstitution:
    
    SunAmerica Life Insurance CompanyBy: AIG Global Investment Corp. as
Investment AdvisorBy:
    
    /s/ Steven S. OhName:
    
    Steven S. OhTitle:
    
    Managing Director




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##### 



Institution:
    
    Sunrise Partner Limited PartnershipBy:
    
    /s/ Michael J. BemarName:
    
    Michael J. BemarTitle:
    
    Vice President,Dawn General Partner Corp.General PartnerInstitution:
    
    Taconic Capital Partners LPBy:
    
    /s/ Jon JachmanName:
    
    Jon JachmanTitle:
    
    PrincipalInstitution:
    
    TCW Bass Lake Partners, L.P.By:
    
    /s/ Melissa V. WeilerName:
    
    Melissa V. WeilerTitle:
    
    Managing DirectorInstitution:
    
    TCW High Income Parnters II LTDBy:
    
    /s/ Michael ParksName:
    
    Michael ParksTitle:
    
    Managing DirectorInstitution:
    
    Thracia, LLCBy:
    
    /s/ Frank ArgenzianoName:
    
    Frank ArgenzianoTitle:
    
    CFO




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##### 



Institution:
    
    Variable Insurance Products Fund IV: VIP
Strategic Income PortfolioBy:
    
    /s/ John H. CostelloName:
    
    John H. CostelloTitle:
    
    Assistant TreasurerInstitution:
    
    Watershed Capital Institutional Partners,L.P.By: WS Partners, L.L.C.
Its General PartnerBy:
    
    /s/ Meridee MooreName:
    
    Meridee MooreTitle:
    
    Senior Managing MemberInstitution:
    
    Watershed Capital Partners, L.P.By: WS Partners, L.L.C.
Its General PartnerBy:
    
    /s/ Meridee MooreName:
    
    Meridee MooreTitle:
    
    Senior Managing MemberInstitution:
    
    Watershed Capital Partners (Offshore), Ltd.By: Watershed Asset Management L.L.C.
Its Investment ManagerBy:
    
    /s/ Meridee MooreName:
    
    Meridee MooreTitle:
    
    Senior Managing Member
   *
    
    Denotes confidential information that has been omitted from the exhibit and filed separately,
accompanied by a confidential treatment request, with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.