<PAGE> 1
COMFORMED COPY
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 15, 1998
Discover Card Master Trust I
--------------------------------------------------
(Exact name of registrant as specified in charter)
Delaware 0-23108 51-0020270
-------- ------- ----------
(State of (Commission (IRS Employer
Organization) File Number) Identification No.)
c/o Greenwood Trust Company
12 Read's Way
New Castle, Delaware 19720
- --------------------------- -----
(Address of principal executive offices)
(Zip Code)
Registrant's Telephone Number, including area code: (302) 323-7184
--------------
Former name or former address, if changed since last report: Not Applicable
Page 1
The Exhibit Index appears on Page 8
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Item 5. Other Events
1. Series 1993-1. On May 15, 1998, Greenwood Trust Company as Master Servicer,
Servicer and Seller ("Greenwood") and U.S. Bank National Association, as
Trustee (the "Trustee"), entered into a First Amendment to the Series 1993-1
Supplement, dated as of October 27, 1993, pursuant to Section 13.01(a) of the
Pooling and Servicing Agreement, dated as of October 1, 1993, between Greenwood
and the Trustee (formerly First Bank National Association, successor trustee to
Bank of America Illinois, formerly Continental Bank, National Association), as
amended with respect to Discover Card Master Trust I (the "Pooling and
Servicing Agreement").
2. Series 1993-2. On May 15, 1998, Greenwood and the Trustee entered into a
First Amendment to the Series 1993-2 Supplement, dated as of December 1, 1993,
pursuant to Section 13.01(a) of the Pooling and Servicing Agreement.
3. Series 1993-3. On May 15, 1998, Greenwood and the Trustee entered into a
First Amendment to the Series 1993-3 Supplement, dated as of November 23, 1993,
pursuant to Section 13.01(a) of the Pooling and Servicing Agreement.
4. Series 1994-2. On May 15, 1998, Greenwood and the Trustee entered into a
Second Amendment to the Series 1994-2 Supplement, dated as of October 14, 1994,
pursuant to Section 13.01(a) of the Pooling and Servicing Agreement.
5. Series 1994-3. On May 15, 1998, Greenwood and the Trustee entered into a
First Amendment to the Series 1994-3 Supplement, dated as of October 20, 1994,
pursuant to Section 13.01(a) of the Pooling and Servicing Agreement.
6. Series 1995-1. On May 15, 1998, Greenwood and the Trustee entered into a
First Amendment to the Series 1995-1 Supplement, dated as of April 19, 1995,
pursuant to Section 13.01(a) of the Pooling and Servicing Agreement.
7. Series 1995-2. On May 15, 1998, Greenwood and the Trustee entered into a
First Amendment to the Series 1995-2 Supplement, dated as of August 1, 1995,
pursuant to Section 13.01(a) of the Pooling and Servicing Agreement.
8. Series 1995-3. On May 15, 1998, Greenwood and the Trustee entered into a
First Amendment to the Series 1995-3 Supplement, dated as of September 28,
1995, pursuant to Section 13.01(a) of the Pooling and Servicing Agreement.
Page 2
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9. Series 1996-1. On May 15, 1998, Greenwood and the Trustee entered into a
First Amendment to the Series 1996-1 Supplement, dated as of January 18, 1996,
pursuant to Section 13.01(a) of the Pooling and Servicing Agreement.
10. Series 1996-2. On May 15, 1998, Greenwood and the Trustee entered into a
First Amendment to the Series 1996-2 Supplement, dated as of January 29, 1996,
pursuant to Section 13.01(a) of the Pooling and Servicing Agreement.
11. Series 1996-3. On May 15, 1998, Greenwood and the Trustee entered into a
First Amendment to the Series 1996-3 Supplement, dated as of February 21, 1996,
pursuant to Section 13.01(a) of the Pooling and Servicing Agreement.
12. Series 1996-4. On May 15, 1998, Greenwood and the Trustee entered into a
First Amendment to the Series 1996-4 Supplement, dated as of April 20, 1996,
pursuant to Section 13.01(a) of the Pooling and Servicing Agreement.
13. Series 1996-5. On May 15, 1998, Greenwood and the Trustee entered into a
First Amendment to the Series 1996-3 Supplement, dated as of July 24, 1996,
pursuant to Section 13.01(a) of the Pooling and Servicing Agreement.
14. Series 1997-1. On May 15, 1998, Greenwood and the Trustee entered into a
First Amendment to the Series 1997-1 Supplement, dated as of August 26, 1997,
pursuant to Section 13.01(a) of the Pooling and Servicing Agreement.
15. Series 1997-2. On May 15, 1998, Greenwood and the Trustee entered into a
First Amendment to the Series 1997-2 Supplement, dated as of October 15, 1997,
pursuant to Section 13.01(a) of the Pooling and Servicing Agreement.
16. Series 1997-3. On May 15, 1998, Greenwood and the Trustee entered into a
First Amendment to the Series 1997-3 Supplement, dated as of October 23, 1997,
pursuant to Section 13.01(a) of the Pooling and Servicing Agreement.
17. Series 1997-4. On May 15, 1998, Greenwood and the Trustee entered into a
First Amendment to the Series 1997-4 Supplement, dated as of October 31, 1997,
pursuant to Section 13.01(a) of the Pooling and Servicing Agreement.
18. Series 1998-1. On May 15, 1998, Greenwood and the Trustee entered into a
First Amendment to the Series 1998-1 Supplement, dated as of January 14, 1998,
pursuant to Section 13.01(a) of the Pooling and Servicing Agreement.
Page 3
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19. Series 1998-2. On May 15, 1998, Greenwood and the Trustee entered into a
First Amendment to the Series 1998-2 Supplement, dated as of March 4, 1998,
pursuant to Section 13.01(a) of the Pooling and Servicing Agreement.
20. Series 1998-3. On May 15, 1998, Greenwood and the Trustee entered into a
First Amendment to the Series 1998-3 Supplement, dated as of March 25, 1998,
pursuant to Section 13.01(a) of the Pooling and Servicing Agreement.
Item 7. Exhibits
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<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
Exhibit 4.1 First Amendment, dated as of May 15, 1998, to the Series
Supplement with respect to Series 1993-1, dated as of October 27,
1993, between Greenwood Trust Company as Master Servicer,
Servicer and Seller and U.S. Bank National Association as
Trustee.
Exhibit 4.2 First Amendment, dated as of May 15, 1998, to the Series
Supplement with respect to Series 1993-2, dated as of December 1,
1993, between Greenwood Trust Company as Master Servicer,
Servicer and Seller and U.S. Bank National Association as
Trustee.
Exhibit 4.3 First Amendment, dated as of May 15, 1998, to the Series
Supplement with respect to Series 1993-3, dated as of November
23, 1993, between Greenwood Trust Company as Master Servicer,
Servicer and Seller and U.S. Bank National Association as
Trustee.
Exhibit 4.4 First Amendment, dated as of May 15, 1998, to the Series
Supplement with respect to Series 1994-2, dated as of October 14,
1994, between Greenwood Trust Company as Master Servicer,
Servicer and Seller and U.S. Bank National Association as
Trustee.
Exhibit 4.5 First Amendment, dated as of May 15, 1998, to the Series
Supplement with respect to Series 1994-3, dated as of October 20,
1994, between Greenwood Trust Company as Master Servicer,
Servicer and Seller and U.S. Bank National Association as
Trustee.
Exhibit 4.6 First Amendment, dated as of May 15, 1998, to the Series
Supplement with respect to Series 1995-1, dated as of April 19,
1995, between Greenwood Trust Company as Master Servicer,
Servicer and Seller and U.S. Bank National Association as
Trustee.
</TABLE>
Page 4
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<TABLE>
<S> <C>
Exhibit 4.7 First Amendment, dated as of May 15, 1998, to the Series
Supplement with respect to Series 1995-2, dated as of August 1,
1995, between Greenwood Trust Company as Master Servicer,
Servicer and Seller and U.S. Bank National Association as
Trustee.
Exhibit 4.8 First Amendment, dated as of May 15, 1998, to the Series
Supplement with respect to Series 1995-3, dated as of September
28, 1995, between Greenwood Trust Company as Master Servicer,
Servicer and Seller and U.S. Bank National Association as
Trustee.
Exhibit 4.9 First Amendment, dated as of May 15, 1998, to the Series
Supplement with respect to Series 1996-1, dated as of January 18,
1996, between Greenwood Trust Company as Master Servicer,
Servicer and Seller and U.S. Bank National Association as
Trustee.
Exhibit 4.10 First Amendment, dated as of May 15, 1998, to the Series
Supplement with respect to Series 1996-2, dated as of January 29,
1996, between Greenwood Trust Company as Master Servicer,
Servicer and Seller and U.S. Bank National Association as
Trustee.
Exhibit 4.11 First Amendment, dated as of May 15, 1998, to the Series
Supplement with respect to Series 1996-3, dated as of February
21, 1996, between Greenwood Trust Company as Master Servicer,
Servicer and Seller and U.S. Bank National Association as
Trustee.
Exhibit 4.12 First Amendment, dated as of May 15, 1998, to the Series
Supplement with respect to Series 1996-4, dated as of April 30,
1996, between Greenwood Trust Company as Master Servicer,
Servicer and Seller and U.S. Bank National Association as
Trustee.
Exhibit 4.13 First Amendment, dated as of May 15, 1998, to the Series
Supplement with respect to Series 1996-5, dated as of July 24,
1996, between Greenwood Trust Company as Master Servicer,
Servicer and Seller and U.S. Bank National Association as
Trustee.
Exhibit 4.14 First Amendment, dated as of May 15, 1998, to the Series
Supplement with respect to Series 1997-1, dated as of August 26,
1997, between Greenwood Trust Company as Master Servicer,
Servicer and Seller and U.S. Bank National Association as
Trustee.
Exhibit 4.15 First Amendment, dated as of May 15, 1998, to the Series
Supplement with respect to Series 1997-2, dated as of October 15,
1997, between Greenwood Trust
</TABLE>
Page 5
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<TABLE>
<S> <C>
Company as Master Servicer, Servicer and Seller and U.S. Bank
National Association as Trustee.
Exhibit 4.16 First Amendment, dated as of May 15, 1998, to the Series
Supplement with respect to Series 1997-3, dated as of October 23,
1997, between Greenwood Trust Company as Master Servicer,
Servicer and Seller and U.S. Bank National Association as
Trustee.
Exhibit 4.17 First Amendment, dated as of May 15, 1998, to the Series
Supplement with respect to Series 1997-4, dated as of October 31,
1997, between Greenwood Trust Company as Master Servicer,
Servicer and Seller and U.S. Bank National Association as
Trustee.
Exhibit 4.18 First Amendment, dated as of May 15, 1998, to the Series
Supplement with respect to Series 1998-1, dated as of January 14,
1998, between Greenwood Trust Company as Master Servicer,
Servicer and Seller and U.S. Bank National Association as
Trustee.
Exhibit 4.19 First Amendment, dated as of May 15, 1998, to the Series
Supplement with respect to Series 1998-2, dated as of March 4,
1998, between Greenwood Trust Company as Master Servicer,
Servicer and Seller and U.S. Bank National Association as
Trustee.
Exhibit 4.20 First Amendment, dated as of May 15, 1998, to the Series
Supplement with respect to Series 1998-3, dated as of March 25,
1998, between Greenwood Trust Company as Master Servicer,
Servicer and Seller and U.S. Bank National Association as
Trustee.
</TABLE>
Page 6
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SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Discover Card Master Trust I
(Registrant)
By: Greenwood Trust Company
(Originator of the Trust)
Date: June 2, 1998 By: /s/ John J. Coane
---------------------------------------
John J. Coane
Vice President, Director of Accounting,
Treasurer and Assistant Secretary
Page 7
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INDEX TO EXHIBITS
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<TABLE>
<CAPTION>
Exhibit Description Page
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<S> <C> <C>
Exhibit 4.1 First Amendment, dated as of May 15, 1998, to the Series
Supplement with respect to Series 1993-1, dated as of
October 27, 1993, between Greenwood Trust Company as
Master Servicer, Servicer and Seller and U.S. Bank National
Association as Trustee.
Exhibit 4.2 First Amendment, dated as of May 15, 1998, to the Series
Supplement with respect to Series 1993-2, dated as of
December 1, 1993, between Greenwood Trust Company as
Master Servicer, Servicer and Seller and U.S. Bank National
Association as Trustee.
Exhibit 4.3 First Amendment, dated as of May 15, 1998, to the Series
Supplement with respect to Series 1993-3, dated as of
November 23, 1993, between Greenwood Trust Company as
Master Servicer, Servicer and Seller and U.S. Bank National
Association as Trustee.
Exhibit 4.4 First Amendment, dated as of May 15, 1998, to the Series
Supplement with respect to Series 1994-2, dated as of
October 14, 1994, between Greenwood Trust Company as Master
Servicer, Servicer and Seller and U.S. Bank National
Association as Trustee.
Exhibit 4.5 First Amendment, dated as of May 15, 1998, to the Series
Supplement with respect to Series 1994-3, dated as of
October 20, 1994, between Greenwood Trust Company as Master
Servicer, Servicer and Seller and U.S. Bank National
Association as Trustee.
Exhibit 4.6 First Amendment, dated as of May 15, 1998, to the Series
Supplement with respect to Series 1995-1, dated as of
April 19, 1995, between Greenwood Trust Company as Master
Servicer, Servicer and Seller and U.S. Bank National
Association as Trustee.
Exhibit 4.7 First Amendment, dated as of May 15, 1998, to the Series
Supplement with respect to Series 1995-2, dated as of
August 1, 1995, between Greenwood Trust Company as Master
Servicer, Servicer and Seller and U.S. Bank National
Association as Trustee.
Exhibit 4.8 First Amendment, dated as of May 15, 1998, to the Series
Supplement with respect to Series 1995-3, dated as of
September 28, 1995, between Greenwood Trust Company as
Master Servicer, Servicer and Seller and U.S. Bank
National Association as Trustee.
</TABLE>
Page 8
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<TABLE>
<S> <C>
Exhibit 4.9 First Amendment, dated as of May 15, 1998, to the Series
Supplement with respect to Series 1996-1, dated as of
January 18, 1996, between Greenwood Trust Company as Master
Servicer, Servicer and Seller and U.S. Bank National
Association as Trustee.
Exhibit 4.10 First Amendment, dated as of May 15, 1998, to the Series
Supplement with respect to Series 1996-2, dated as of
January 29, 1996, between Greenwood Trust Company as Master
Servicer, Servicer and Seller and U.S. Bank National
Association as Trustee.
Exhibit 4.11 First Amendment, dated as of May 15, 1998, to the Series
Supplement with respect to Series 1996-3, dated as of
February 21, 1996, between Greenwood Trust Company as Master
Servicer, Servicer and Seller and U.S. Bank National
Association as Trustee.
Exhibit 4.12 First Amendment, dated as of May 15, 1998, to the Series
Supplement with respect to Series 1996-4, dated as of
April 30, 1996, between Greenwood Trust Company as Master
Servicer, Servicer and Seller and U.S. Bank National
Association as Trustee.
Exhibit 4.13 First Amendment, dated as of May 15, 1998, to the Series
Supplement with respect to Series 1996-5, dated as of
July 24, 1996, between Greenwood Trust Company as Master
Servicer, Servicer and Seller and U.S. Bank National
Association as Trustee.
Exhibit 4.14 First Amendment, dated as of May 15, 1998, to the Series
Supplement with respect to Series 1997-1, dated as of
August 26, 1997, between Greenwood Trust Company as Master
Servicer, Servicer and Seller and U.S. Bank National
Association as Trustee.
Exhibit 4.15 First Amendment, dated as of May 15, 1998, to the Series
Supplement with respect to Series 1997-2, dated as of
October 15, 1997, between Greenwood Trust Company as Master
Servicer, Servicer and Seller and U.S. Bank National
Association as Trustee.
Exhibit 4.16 First Amendment, dated as of May 15, 1998, to the Series
Supplement with respect to Series 1997-3, dated as of
October 23, 1997, between Greenwood Trust Company as
Master Servicer, Servicer and Seller and U.S. Bank National
Association as Trustee.
Exhibit 4.17 First Amendment, dated as of May 15, 1998, to the Series
Supplement with respect to Series 1997-4, dated as of
October 31,
</TABLE>
Page 9
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<TABLE>
<S> <C>
1997, between Greenwood Trust Company as Master
Servicer, Servicer and Seller and U.S. Bank National
Association as Trustee.
Exhibit 4.18 First Amendment, dated as of May 15, 1998, to the Series
Supplement with respect to Series 1998-1, dated as of
January 14, 1998, between Greenwood Trust Company as Master
Servicer, Servicer and Seller and U.S. Bank National
Association as Trustee.
Exhibit 4.19 First Amendment, dated as of May 15, 1998, to the Series
Supplement with respect to Series 1998-2, dated as of
March 4, 1998, between Greenwood Trust Company as Master
Servicer, Servicer and Seller and U.S. Bank National
Association as Trustee.
Exhibit 4.20 First Amendment, dated as of May 15, 1998, to the Series
Supplement with respect to Series 1998-3, dated as of
March 25, 1998, between Greenwood Trust Company as Master
Servicer, Servicer and Seller and U.S. Bank National
Association as Trustee.
</TABLE>
Page 10
<PAGE> 1
Exhibit 4.1
GREENWOOD TRUST COMPANY
Master Servicer, Servicer and Seller
and
U.S. BANK NATIONAL ASSOCIATION
Trustee
on behalf of the Certificateholders
____________________
FIRST AMENDMENT TO SERIES SUPPLEMENT
Dated as of October 27, 1993
to
POOLING AND SERVICING AGREEMENT
Dated as of October 1, 1993
____________________
$797,873,000
DISCOVER CARD MASTER TRUST I
SERIES 1993-1 CERTIFICATES
Dated as of
May 15, 1998
<PAGE> 2
THIS FIRST AMENDMENT TO THE SERIES 1993-1 SUPPLEMENT (the "Amendment"),
dated as of May 15, 1998, is entered into by and between GREENWOOD TRUST
COMPANY, a Delaware banking corporation, as Master Servicer, Servicer and
Seller ("Greenwood") and U.S. BANK NATIONAL ASSOCIATION (formerly First Bank
National Association, successor trustee to Bank of America Illinois, formerly
Continental Bank, National Association), as Trustee (the "Trustee").
WHEREAS Greenwood and the Trustee have entered into the SERIES 1993-2
SUPPLEMENT (the "Agreement"), executed and delivered as of October 27, 1993
with respect to the Series 1993-1 Certificates, pursuant to Section 6.06 of
that certain Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of October 1, 1993, as amended, relating to Discover Card
Master Trust I; and
WHEREAS pursuant to subsections 13.01(a)(ii) and (iv) of the Pooling and
Servicing Agreement, Greenwood and the Trustee desire to amend Sections 1 and
10 of the Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements herein contained, each party agrees as follows for the benefit of
the other parties and for the benefit of the Certificateholders:
1. Definitions. Unless otherwise specified, capitalized terms used in
this Amendment shall have the same meanings ascribed to them in the Agreement.
2. Amendment to the Agreement.
(a) Effective as of the date hereof, Section 1 ("Definitions") of the
Agreement is amended by deleting the definition of "Available Subordinated
Amount" in its entirety and replacing it with the following:
"Available Subordinated Amount," if there is a Subordinate Class with
respect to Class A, shall mean, on a Distribution Date, the sum of
(a) (i) with respect to the first Distribution Date, the Initial
Subordinated Amount or (ii) with respect to any other Distribution Date,
the Available Subordinated Amount after giving effect to all adjustments
on the prior Distribution Date; and
(b) the amount of Class A Excess Servicing plus the amount of Class
B Excess Servicing; and
(c) the sum of (i) the amount of CCA Available Collections on the
immediately preceding Distribution Date that were used to fund all or
part of the Class A Required Amount, the Class B Required Amount, the
Class A Cumulative Investor Charged-Off Amount or the Class B Cumulative
Investor Charged-Off Amount
<PAGE> 3
on such immediately preceding Distribution Date and (ii) the amount of
any reduction in the CCA Investor Interest resulting from the
reimbursement of the Class B Cumulative Investor Charged-Off Amount; and
(d) the sum of any amounts originally allocated to another Series on
the immediately preceding Distribution Date (regardless of whether any
such amounts were originally allocated to a Subordinate Series or were
made available through the Group Finance Charge Collections Reallocation
Account) that were reallocated to the Series established hereby on such
immediately preceding Distribution Date to fund all or part of the Class
A Required Amount, the Class B Required Amount, the Class A Cumulative
Investor Charged-Off Amount or the Class B Cumulative Investor
Charged-Off Amount;
as such amount may be reduced pursuant to the provisions of Section 9 to take
into account (i) the amount of Class A and Class B Excess Servicing used to
reimburse the Class A Cumulative Investor Charged-Off Amount, (ii) the amount
of Class B Excess Servicing used to reduce the Class A Required Amount
Shortfall, (iii) the amount of the Class B Subordinated Payment and (iv) the
amount of any reduction in the Class B Investor Interest resulting from the
reimbursement of the Class A Cumulative Investor Charged-Off Amount, in each
case for such Distribution Date. In addition, on the first Distribution Date
following an Effective Alternative Credit Support Election, the Available
Subordinated Amount shall be increased by the Additional Subordinated Amount.
In no event, however, shall the Available Subordinated Amount exceed (i)
through the last Distribution Date preceding an Effective Alternative Credit
Support Election, the Initial Subordinated Amount and (ii) thereafter, the
Initial Subordinated Amount plus the Additional Subordinated Amount.
(b) Effective as of the date hereof, Section 10 ("Payments") of the
Agreement is amended as follows:
(1) Subsection (a)(6) shall be renumbered as subsection (a)(7).
(2) A new subsection (a)(6) shall be added as follows:
(6) On the first Special Payment Date of the Amortization
Period, if any, after giving effect to the payments and withdrawals
described above on such day, an amount equal to the lesser of
(x) the Series Invested Amount and
(y) the amount on deposit in the Series Principal
Funding Account
shall be withdrawn from the Series Principal Funding Account and
shall be paid to the Investor Certificateholders pursuant to
Section 5.01 of the Pooling and Servicing Agreement. Except as set
forth in the following sentence, all such
2
<PAGE> 4
amounts shall be paid to the Class A Investor Certificateholders
until the Class A Invested Amount is reduced to zero; and,
thereafter, if there is a Subordinate Class with respect to Class
A, such amounts shall be paid to the Class B Investor
Certificateholders until the Class B Invested Amount is reduced to
zero, unless the Series Termination Date occurs prior to such date.
Notwithstanding the foregoing, if the Special Payment Date is the
first Special Payment Date following the occurrence of an Economic
Early Amortization Event, an amount equal to the amount deposited
into the Series Principal Funding Account pursuant to Section 9 for
the benefit of the Class B Investor Certificateholders shall be
paid to the Class B Investor Certificateholders, and not to the
Class A Investor Certificateholders. In no event shall any amounts
be paid with respect to any Class of Investor Certificates pursuant
to this clause (6) in excess of the Class Invested Amount for such
Class. Any amounts remaining on deposit in the Series Principal
Funding Account after the Class Invested Amount for each Class has
been reduced to zero shall be paid to the Holder of the Seller
Certificate.
3. Effect Upon the Agreement. Except as specifically set forth
herein, the Agreement shall remain in full force and effect and is hereby
ratified and confirmed.
4. Counterparts. This Amendment may be executed in two or more
counterparts (and by different parties on separate counterparts), each of which
shall be an original, but all of which together shall constitute one and the
same instrument.
3
<PAGE> 5
IN WITNESS WHEREOF, Greenwood and the Trustee have caused this Amendment
to be duly executed by their respective officers as of the day and year first
above written.
GREENWOOD TRUST COMPANY,
as Master Servicer, Servicer and Seller
By: /s/ John J. Coane
---------------------------------------
Name: John J. Coane
---------------------------------------
Title: Vice President, Director of Accounting,
---------------------------------------
Treasurer and Assistant Secretary
---------------------------------------
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: /s/ Patricia M. Trlak
---------------------------------------
Name: Patricia M. Trlak
---------------------------------------
Title: Vice President
---------------------------------------
4
<PAGE> 1
Exhibit 4.2
GREENWOOD TRUST COMPANY
Master Servicer, Servicer and Seller
and
U.S. BANK NATIONAL ASSOCIATION
Trustee
on behalf of the Certificateholders
____________________
FIRST AMENDMENT TO SERIES SUPPLEMENT
Dated as of December 1, 1993
to
POOLING AND SERVICING AGREEMENT
Dated as of October 1, 1993
____________________
$833,334,000
DISCOVER CARD MASTER TRUST I
SERIES 1993-2 CERTIFICATES
Dated as of
May 15, 1998
<PAGE> 2
THIS FIRST AMENDMENT TO THE SERIES 1993-2 SUPPLEMENT (the "Amendment"),
dated as of May 15, 1998, is entered into by and between GREENWOOD TRUST
COMPANY, a Delaware banking corporation, as Master Servicer, Servicer and
Seller ("Greenwood") and U.S. BANK NATIONAL ASSOCIATION (formerly First Bank
National Association, successor trustee to Bank of America Illinois, formerly
Continental Bank, National Association), as Trustee (the "Trustee").
WHEREAS Greenwood and the Trustee have entered into the SERIES 1993-2
SUPPLEMENT (the "Agreement"), executed and delivered as of December 1, 1993
with respect to the Series 1993-2 Certificates, pursuant to Section 6.06 of
that certain Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of October 1, 1993, as amended, relating to Discover Card
Master Trust I; and
WHEREAS pursuant to subsections 13.01(a)(ii) and (iv) of the Pooling and
Servicing Agreement, Greenwood and the Trustee desire to amend Sections 1 and
10 of the Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements herein contained, each party agrees as follows for the benefit of
the other parties and for the benefit of the Certificateholders:
1. Definitions. Unless otherwise specified, capitalized terms used in
this Amendment shall have the same meanings ascribed to them in the Agreement.
2. Amendment to the Agreement.
(a) Effective as of the date hereof, Section 1 ("Definitions") of the
Agreement is amended by deleting the definition of "Available Subordinated
Amount" in its entirety and replacing it with the following:
"Available Subordinated Amount," if there is a Subordinate Class with
respect to Class A, shall mean, on a Distribution Date, the sum of
(a) (i) with respect to the first Distribution Date, the Initial
Subordinated Amount or (ii) with respect to any other Distribution Date,
the Available Subordinated Amount after giving effect to all adjustments
on the prior Distribution Date; and
(b) the amount of Class A Excess Servicing plus the amount of Class
B Excess Servicing; and
(c) the sum of (i) the amount of CCA Available Collections on the
immediately preceding Distribution Date that were used to fund all or
part of the Class A Required Amount, the Class B Required Amount, the
Class A Cumulative Investor Charged-Off Amount or the Class B Cumulative
Investor Charged-Off Amount
<PAGE> 3
on such immediately preceding Distribution Date and (ii) the amount of
any reduction in the CCA Investor Interest resulting from the
reimbursement of the Class B Cumulative Investor Charged-Off Amount; and
(d) the sum of any amounts originally allocated to another Series on
the immediately preceding Distribution Date (regardless of whether any
such amounts were originally allocated to a Subordinate Series or were
made available through the Group Finance Charge Collections Reallocation
Account) that were reallocated to the Series established hereby on such
immediately preceding Distribution Date to fund all or part of the Class
A Required Amount, the Class B Required Amount, the Class A Cumulative
Investor Charged-Off Amount or the Class B Cumulative Investor
Charged-Off Amount;
as such amount may be reduced pursuant to the provisions of Section 9 to take
into account (i) the amount of Class A and Class B Excess Servicing used to
reimburse the Class A Cumulative Investor Charged-Off Amount, (ii) the amount
of Class B Excess Servicing used to reduce the Class A Required Amount
Shortfall, (iii) the amount of the Class B Subordinated Payment and (iv) the
amount of any reduction in the Class B Investor Interest resulting from the
reimbursement of the Class A Cumulative Investor Charged-Off Amount, in each
case for such Distribution Date. In addition, on the first Distribution Date
following an Effective Alternative Credit Support Election, the Available
Subordinated Amount shall be increased by the Additional Subordinated Amount.
In no event, however, shall the Available Subordinated Amount exceed (i)
through the last Distribution Date preceding an Effective Alternative Credit
Support Election, the Initial Subordinated Amount and (ii) thereafter, the
Initial Subordinated Amount plus the Additional Subordinated Amount.
(b) Effective as of the date hereof, Section 10 ("Payments") of the
Agreement is amended as follows:
(1) Subsection (a)(6) shall be renumbered as subsection (a)(7).
(2) A new subsection (a)(6) shall be added as follows:
(6) On the first Special Payment Date of the Amortization
Period, if any, after giving effect to the payments and withdrawals
described above on such day, an amount equal to the lesser of
(x) the Series Invested Amount and
(y) the amount on deposit in the Series Principal
Funding Account
shall be withdrawn from the Series Principal Funding Account and
shall be paid to the Investor Certificateholders pursuant to
Section 5.01 of the Pooling and Servicing Agreement. Except as set
forth in the following sentence, all such
2
<PAGE> 4
amounts shall be paid to the Class A Investor Certificateholders
until the Class A Invested Amount is reduced to zero; and,
thereafter, if there is a Subordinate Class with respect to Class
A, such amounts shall be paid to the Class B Investor
Certificateholders until the Class B Invested Amount is reduced to
zero, unless the Series Termination Date occurs prior to such date.
Notwithstanding the foregoing, if the Special Payment Date is the
first Special Payment Date following the occurrence of an Economic
Early Amortization Event, an amount equal to the amount deposited
into the Series Principal Funding Account pursuant to Section 9 for
the benefit of the Class B Investor Certificateholders shall be
paid to the Class B Investor Certificateholders, and not to the
Class A Investor Certificateholders. In no event shall any amounts
be paid with respect to any Class of Investor Certificates pursuant
to this clause (6) in excess of the Class Invested Amount for such
Class. Any amounts remaining on deposit in the Series Principal
Funding Account after the Class Invested Amount for each Class has
been reduced to zero shall be paid to the Holder of the Seller
Certificate.
3. Effect Upon the Agreement. Except as specifically set forth
herein, the Agreement shall remain in full force and effect and is hereby
ratified and confirmed.
4. Counterparts. This Amendment may be executed in two or more
counterparts (and by different parties on separate counterparts), each of which
shall be an original, but all of which together shall constitute one and the
same instrument.
3
<PAGE> 5
IN WITNESS WHEREOF, Greenwood and the Trustee have caused this Amendment
to be duly executed by their respective officers as of the day and year first
above written.
GREENWOOD TRUST COMPANY,
as Master Servicer, Servicer and Seller
By: /s/ John J. Coane
---------------------------------------
Name: John J. Coane
---------------------------------------
Title: Vice President, Director of Accounting,
---------------------------------------
Treasurer and Assistant Secretary
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: /s/ Patricia M. Trlak
---------------------------------------
Name: Patricia M. Trlak
---------------------------------------
Title: Vice President
---------------------------------------
4
<PAGE> 1
Exhibit 4.3
GREENWOOD TRUST COMPANY
Master Servicer, Servicer and Seller
and
U.S. BANK NATIONAL ASSOCIATION
Trustee
on behalf of the Certificateholders
____________________
FIRST AMENDMENT TO SERIES SUPPLEMENT
Dated as of November 23, 1993
to
POOLING AND SERVICING AGREEMENT
Dated as of October 1, 1993
____________________
$366,493,000
DISCOVER CARD MASTER TRUST I
SERIES 1993-3 CERTIFICATES
Dated as of
May 15, 1998
<PAGE> 2
THIS FIRST AMENDMENT TO THE SERIES 1993-3 SUPPLEMENT (the "Amendment"),
dated as of May 15, 1998, is entered into by and between GREENWOOD TRUST
COMPANY, a Delaware banking corporation, as Master Servicer, Servicer and
Seller ("Greenwood") and U.S. BANK NATIONAL ASSOCIATION (formerly First Bank
National Association, successor trustee to Bank of America Illinois, formerly
Continental Bank, National Association), as Trustee (the "Trustee").
WHEREAS Greenwood and the Trustee have entered into the SERIES 1993-3
SUPPLEMENT (the "Agreement"), executed and delivered as of November 23, 1993
with respect to the Series 1993-3 Certificates, pursuant to Section 6.06 of
that certain Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of October 1, 1993, as amended, relating to Discover Card
Master Trust I; and
WHEREAS pursuant to subsections 13.01(a)(ii) and (iv) of the Pooling and
Servicing Agreement, Greenwood and the Trustee desire to amend Sections 1 and
10 of the Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements herein contained, each party agrees as follows for the benefit of
the other parties and for the benefit of the Certificateholders:
1. Definitions. Unless otherwise specified, capitalized terms used in
this Amendment shall have the same meanings ascribed to them in the Agreement.
2. Amendment to the Agreement.
(a) Effective as of the date hereof, Section 1 ("Definitions") of the
Agreement is amended by deleting the definition of "Available Subordinated
Amount" in its entirety and replacing it with the following:
"Available Subordinated Amount," if there is a Subordinate Class with
respect to Class A, shall mean, on a Distribution Date, the sum of
(a) (i) with respect to the first Distribution Date, the Initial
Subordinated Amount or (ii) with respect to any other Distribution Date,
the Available Subordinated Amount after giving effect to all adjustments
on the prior Distribution Date; and
(b) the amount of Class A Excess Servicing plus the amount of Class
B Excess Servicing; and
(c) the sum of (i) the amount of CCA Available Collections on the
immediately preceding Distribution Date that were used to fund all or
part of the Class A Required Amount, the Class B Required Amount, the
Class A Cumulative Investor Charged-Off Amount or the Class B Cumulative
Investor Charged-Off Amount
2
<PAGE> 3
on such immediately preceding Distribution Date and (ii) the amount of
any reduction in the CCA Investor Interest resulting from the
reimbursement of the Class B Cumulative Investor Charged-Off Amount; and
(d) the sum of any amounts originally allocated to another Series on
the immediately preceding Distribution Date (regardless of whether any
such amounts were originally allocated to a Subordinate Series or were
made available through the Group Finance Charge Collections Reallocation
Account) that were reallocated to the Series established hereby on such
immediately preceding Distribution Date to fund all or part of the Class
A Required Amount, the Class B Required Amount, the Class A Cumulative
Investor Charged-Off Amount or the Class B Cumulative Investor
Charged-Off Amount;
as such amount may be reduced pursuant to the provisions of Section 9 to take
into account (i) the amount of Class A and Class B Excess Servicing used to
reimburse the Class A Cumulative Investor Charged-Off Amount, (ii) the amount
of Class B Excess Servicing used to reduce the Class A Required Amount
Shortfall, (iii) the amount of the Class B Subordinated Payment and (iv) the
amount of any reduction in the Class B Investor Interest resulting from the
reimbursement of the Class A Cumulative Investor Charged-Off Amount, in each
case for such Distribution Date. In addition, on the first Distribution Date
following an Effective Alternative Credit Support Election, the Available
Subordinated Amount shall be increased by the Additional Subordinated Amount.
In no event, however, shall the Available Subordinated Amount exceed (i)
through the last Distribution Date preceding an Effective Alternative Credit
Support Election, the Initial Subordinated Amount and (ii) thereafter, the
Initial Subordinated Amount plus the Additional Subordinated Amount.
(b) Effective as of the date hereof, Section 10 ("Payments") of the
Agreement is amended as follows:
(1) Subsection (a)(6) shall be renumbered as subsection (a)(7).
(2) A new subsection (a)(6) shall be added as follows:
(6) On the first Special Payment Date of the Amortization
Period, if any, after giving effect to the payments and withdrawals
described above on such day, an amount equal to the lesser of
(x) the Series Invested Amount and
(y) the amount on deposit in the Series Principal
Funding Account
shall be withdrawn from the Series Principal Funding Account and
shall be paid to the Investor Certificateholders pursuant to
Section 5.01 of the Pooling and Servicing Agreement. Except as set
forth in the following sentence, all such
3
<PAGE> 4
amounts shall be paid to the Class A Investor Certificateholders
until the Class A Invested Amount is reduced to zero; and,
thereafter, if there is a Subordinate Class with respect to Class
A, such amounts shall be paid to the Class B Investor
Certificateholders until the Class B Invested Amount is reduced to
zero, unless the Series Termination Date occurs prior to such date.
Notwithstanding the foregoing, if the Special Payment Date is the
first Special Payment Date following the occurrence of an Economic
Early Amortization Event, an amount equal to the amount deposited
into the Series Principal Funding Account pursuant to Section 9 for
the benefit of the Class B Investor Certificateholders shall be
paid to the Class B Investor Certificateholders, and not to the
Class A Investor Certificateholders. In no event shall any amounts
be paid with respect to any Class of Investor Certificates pursuant
to this clause (6) in excess of the Class Invested Amount for such
Class. Any amounts remaining on deposit in the Series Principal
Funding Account after the Class Invested Amount for each Class has
been reduced to zero shall be paid to the Holder of the Seller
Certificate.
3. Effect Upon the Agreement. Except as specifically set forth
herein, the Agreement shall remain in full force and effect and is hereby
ratified and confirmed.
4. Counterparts. This Amendment may be executed in two or more
counterparts (and by different parties on separate counterparts), each of which
shall be an original, but all of which together shall constitute one and the
same instrument.
4
<PAGE> 5
IN WITNESS WHEREOF, Greenwood and the Trustee have caused this Amendment
to be duly executed by their respective officers as of the day and year first
above written.
GREENWOOD TRUST COMPANY,
as Master Servicer, Servicer and Seller
By: /s/ John J. Coane
---------------------------------------
Name: John J. Coane
---------------------------------------
Title: Vice President, Director of Accounting,
---------------------------------------
Treasurer and Assistant Secretary
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: /s/ Patricia M. Trlak
---------------------------------------
Name: Patricia M. Trlak
---------------------------------------
Title: Vice President
5
<PAGE> 1
Exhibit 4.4
GREENWOOD TRUST COMPANY
Master Servicer, Servicer and Seller
and
U.S. BANK NATIONAL ASSOCIATION
Trustee
on behalf of the Certificateholders
SECOND AMENDMENT TO SERIES SUPPLEMENT
Dated as of October 14, 1994
to
POOLING AND SERVICING AGREEMENT
Dated as of October 1, 1993
$894,737,000
DISCOVER CARD MASTER TRUST I
SERIES 1994-2 CERTIFICATES
Dated as of
May 15, 1998
<PAGE> 2
THIS SECOND AMENDMENT TO THE SERIES 1994-2 SUPPLEMENT (the "Amendment"),
dated as of May 15, 1998, is entered into by and between GREENWOOD TRUST
COMPANY, a Delaware banking corporation, as Master Servicer, Servicer and Seller
("Greenwood") and U.S. BANK NATIONAL ASSOCIATION (formerly First Bank National
Association, successor trustee to Bank of America Illinois, formerly
Continental Bank, National Association), as Trustee (the "Trustee").
WHEREAS Greenwood and the Trustee have entered into the SERIES 1994-2
SUPPLEMENT (the "Agreement"), executed and delivered as of October 14, 1994
with respect to the Series 1994-2 Certificates, pursuant to Section 6.06 of
that certain Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of October 1, 1993, as amended, relating to Discover Card
Master Trust I; and
WHEREAS pursuant to subsections 13.01(a)(ii) and (iv) of the Pooling and
Servicing Agreement, Greenwood and the Trustee desire to amend Sections 1, 9
and 10 of the Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements herein contained, each party agrees as follows for the benefit of
the other parties and for the benefit of the Certificateholders:
1. Definitions. Unless otherwise specified, capitalized terms used in
this Amendment shall have the same meanings ascribed to them in the Agreement.
2. Amendment to the Agreement.
(a) Effective as of the date hereof, Section 1 ("Definitions") of the
Agreement is amended by deleting the definition of "Available Subordinated
Amount" in its entirety and replacing it with the following:
"Available Subordinated Amount," if there is a Subordinate Class with
respect to Class A, shall mean, on a Distribution Date, the sum of
(a) (i) with respect to the first Distribution Date, the Initial
Subordinated Amount or (ii) with respect to any other Distribution Date,
the Available Subordinated Amount after giving effect to all adjustments
on the prior Distribution Date; and
(b) the amount of Series Excess Servicing;
as such amount may be (x) reduced pursuant to the provisions of Section 9 to
take into account (i) the amount of Class A and Class B Excess Servicing used
to reimburse the Class A Cumulative Investor Charged-Off Amount, (ii) the
amount of Class B Excess Servicing used to reduce the Class A Required Amount
Shortfall, (iii) the amount of the Class B Subordinated Payment and (iv) the
amount of any reduction in the Class B Investor Interest resulting from the
reimbursement of the Class A Cumulative Investor Charged-Off Amount, in each
case for such
<PAGE> 3
Distribution Date, and (y) increased pursuant to the provisions of Section 9 to
take into account the application of amounts on deposit in the Group Finance
Charge Collections Reallocation Account (i) to reduce the Class B Required
Amount Shortfall, (ii) to reduce the Class B Cumulative Investor Charged-Off
Amount and (iii) to increase the Available Class B Credit Enhancement Amount,
in each case for such Distribution Date.
Upon the occurrence of a Supplemental Credit Enhancement Event, the Available
Subordinated Amount will be increased by the Supplemental Subordinated Amount.
In addition, on the first Distribution Date following an Effective Alternative
Credit Support Election, the Available Subordinated Amount shall be increased
by the Additional Subordinated Amount. In no event, however, shall the
Available Subordinated Amount exceed (i) through the last Distribution Date
preceding an Effective Alternative Credit Support Election, the Initial
Subordinated Amount plus the Supplemental Subordinated Amount and (ii)
thereafter, the sum of the Initial Subordinated Amount, the Supplemental
Subordinated Amount and the Additional Subordinated Amount.
(b) Effective as of the date hereof, Section 9 ("Allocations of
Collections") of the Agreement is amended as follows:
(1) Clause (24) of Section 9(b) shall be amended by deleting such
clause in its entirety and replacing it with the following:
(24) The allocations set forth in clauses (24)(A) and (24)(B) shall be
made, first, with respect to Class A, and then, if there is a Subordinate Class
with respect to Class A, the allocations set forth in clauses (24)(A) and
(24)(B) shall be made with respect to Class B, to the extent that funds are
available pursuant to this clause (24):
(A) An amount equal to the lesser of
(x) the Class Required Amount Shortfall and
(y) the product of
(1) a fraction the numerator of which is the Class Required
Amount Shortfall and the denominator of which is the sum
of the Class Required Amount Shortfalls for all Classes
designated by the same letter of the alphabet of all Series
in the Group to which the Series established hereby belongs
(after giving effect to provisions in the applicable Series
Supplements substantially similar to the clauses preceding
this clause (24)) and
(2) the amount on deposit in the Group Finance Charge
Collections Reallocation Account before any withdrawals
therefrom with respect to any other Series pursuant to a
comparable clause in the applicable Series Supplements,
2
<PAGE> 4
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Distribution Account. The Class Required
Amount Shortfall shall be reduced by the amount of such deposit. The Available
Subordinated Amount shall be increased by the amount of any such deposit that
reduces the Class B Required Amount Shortfall.
(B) An amount equal to the lesser of
(x) the Class Cumulative Investor Charged-Off Amount and
(y) the product of
(1) a fraction the numerator of which is the Class Cumulative
Investor Charged-Off Amount and the denominator of
which is the sum of the Class Cumulative Investor
Charged-Off Amounts for all Classes designated by the same
letter of the alphabet of all Series in the Group to which
the Series established hereby belongs (after giving effect
to provisions in the applicable Series Supplements
substantially similar to the clauses preceding this clause
(24)) and
(2) the amount on deposit in the Group Finance Charge
Collections Reallocation Account before any withdrawals
therefrom with respect to any other Series pursuant to a
comparable clause in the applicable Series Supplements,
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Principal Collections Account. The Class
Cumulative Investor Charged-Off Amount shall be reduced by the amount of such
deposit. The Available Subordinated Amount shall be increased by the amount of
any such deposit that reduces the Class B Cumulative Investor Charged-Off
Amount.
(2) Clause (25)(B) of Section 9(b) shall be amended by deleting such
clause in its entirety and replacing it with the following:
(B) If there is a Subordinate Class with respect to Class A, an
amount equal to the lesser of
(x) the amount by which the Available Class B Credit Enhancement
Amount is less than the Maximum Class B Credit Enhancement
Amount and
(y) the product of
3
<PAGE> 5
(1) a fraction, the numerator of which is the amount by which
the Available Class B Credit Enhancement Amount is
less than the Maximum Class B Credit Enhancement Amount
and the denominator of which is the sum of, for each
Series in the Group of which the Series established hereby
is a member, the amount by which the Available Class B
Credit Enhancement Amount for such Series is less than the
Maximum Class B Credit Enhancement Amount for such Series
(after giving effect to provisions in the applicable
Series Supplements substantially similar to the clauses
preceding this clause (25)) and
(2) the amount on deposit in the Group Finance Charge
Collections Reallocation Account before any withdrawals
therefrom with respect to any other Series pursuant to a
comparable clause in the applicable Series Supplements,
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and paid to the Trustee as administrator of the Credit Enhancement for
application in accordance with the provisions of the Credit Enhancement
Agreement. Each of the Available Class B Credit Enhancement Amount and the
Available Subordinated Amount shall be increased by the amount of such deposit.
(c) Effective as of the date hereof, Section 10 ("Payments") of the
Agreement is amended as follows:
(1) Subsection (a)(6) shall be renumbered as subsection (a)(7).
(2) A new subsection (a)(6) shall be added as follows:
(6) On the first Special Payment Date of the Amortization
Period, if any, after giving effect to the payments and withdrawals
described above on such day, an amount equal to the lesser of
(x) the Series Invested Amount and
(y) the amount on deposit in the Series Principal Funding
Account
shall be withdrawn from the Series Principal Funding Account and
shall be paid to the Investor Certificateholders pursuant to Section
5.01 of the Pooling and Servicing Agreement. Except as set forth in
the following sentence, all such amounts shall be paid to the Class
A Investor Certificateholders until the Class A Invested Amount is
reduced to zero; and, thereafter, if there is a Subordinate Class
with respect to Class A, such amounts shall be paid to the Class B
Investor Certificateholders until the Class B Invested Amount is
reduced to zero, unless the
4
<PAGE> 6
Series Termination Date occurs prior to such date. In no event
shall any amounts be paid with respect to any Class of Investor
Certificates pursuant to this clause (6) in excess of the Class
Invested Amount for such Class. Any amounts remaining on deposit
in the Series Principal Funding Account after the Class Invested
Amount for each Class has been reduced to zero shall be paid to the
Holder of the Seller Certificate.
3. Effect Upon the Agreement. Except as specifically set forth
herein, the Agreement shall remain in full force and effect and is hereby
ratified and confirmed.
4. Counterparts. This Amendment may be executed in two or more
counterparts (and by different parties on separate counterparts), each of which
shall be an original, but all of which together shall constitute one and the
same instrument.
5
<PAGE> 7
IN WITNESS WHEREOF, Greenwood and the Trustee have caused this Amendment
to be duly executed by their respective officers as of the day and year first
above written.
GREENWOOD TRUST COMPANY,
as Master Servicer, Servicer and Seller
By: /s/ John J. Coane
---------------------------------------
Name: John J. Coane
---------------------------------------
Title: Vice President, Director of Accounting,
---------------------------------------
Treasurer and Assistant Secretary
---------------------------------------
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: /s/ Patricia M. Trlak
---------------------------------------
Name: Patricia M. Trlak
---------------------------------------
Title: Vice President
---------------------------------------
6
<PAGE> 1
Exhibit 4.5
GREENWOOD TRUST COMPANY
Master Servicer, Servicer and Seller
and
U.S. BANK NATIONAL ASSOCIATION
Trustee
on behalf of the Certificateholders
FIRST AMENDMENT TO SERIES SUPPLEMENT
Dated as of October 20, 1994
to
POOLING AND SERVICING AGREEMENT
Dated as of October 1, 1993
$789,474,000
DISCOVER CARD MASTER TRUST I
SERIES 1994-3 CERTIFICATES
Dated as of
May 15, 1998
<PAGE> 2
THIS FIRST AMENDMENT TO THE SERIES 1994-3 SUPPLEMENT (the "Amendment"),
dated as of May 15, 1998, is entered into by and between GREENWOOD TRUST
COMPANY, a Delaware banking corporation, as Master Servicer, Servicer and
Seller ("Greenwood") and U.S. BANK NATIONAL ASSOCIATION (formerly First Bank
National Association, successor trustee to Bank of America Illinois, formerly
Continental Bank, National Association), as Trustee (the "Trustee").
WHEREAS Greenwood and the Trustee have entered into the SERIES 1994-3
SUPPLEMENT (the "Agreement"), executed and delivered as of October 20, 1994
with respect to the Series 1994-3 Certificates, pursuant to Section 6.06 of
that certain Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of October 1, 1993, as amended, relating to Discover Card
Master Trust I; and
WHEREAS pursuant to subsections 13.01(a)(ii) and (iv) of the Pooling and
Servicing Agreement, Greenwood and the Trustee desire to amend Sections 1, 9
and 10 of the Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements herein contained, each party agrees as follows for the benefit of
the other parties and for the benefit of the Certificateholders:
1. Definitions. Unless otherwise specified, capitalized terms used in
this Amendment shall have the same meanings ascribed to them in the Agreement.
2. Amendment to the Agreement.
(a) Effective as of the date hereof, Section 1 ("Definitions") of the
Agreement is amended by deleting the definition of "Available Subordinated
Amount" in its entirety and replacing it with the following:
"Available Subordinated Amount," if there is a Subordinate Class with
respect to Class A, shall mean, on a Distribution Date, the sum of
(a) (i) with respect to the first Distribution Date, the Initial
Subordinated Amount or (ii) with respect to any other Distribution Date,
the Available Subordinated Amount after giving effect to all adjustments on
the prior Distribution Date; and
(b) the amount of Series Excess Servicing;
as such amount may be (x) reduced pursuant to the provisions of Section 9 to
take into account (i) the amount of Class A and Class B Excess Servicing used
to reimburse the Class A Cumulative Investor Charged-Off Amount, (ii) the
amount of Class B Excess Servicing used to reduce the Class A Required Amount
Shortfall, (iii) the amount of the Class B Subordinated Payment and (iv) the
amount of any reduction in the Class B Investor Interest resulting from the
reimbursement of the Class A Cumulative Investor Charged-Off Amount, in each
case for such
<PAGE> 3
Distribution Date, and (y) increased pursuant to the provisions of Section 9 to
take into account the application of amounts on deposit in the Group Finance
Charge Collections Reallocation Account (i) to reduce the Class B Required
Amount Shortfall, (ii) to reduce the Class B Cumulative Investor Charged-Off
Amount and (iii) to increase the Available Class B Credit Enhancement Amount,
in each case for such Distribution Date.
Upon the occurrence of a Supplemental Credit Enhancement Event, the Available
Subordinated Amount will be increased by the Supplemental Subordinated Amount.
In addition, on the first Distribution Date following an Effective Alternative
Credit Support Election, the Available Subordinated Amount shall be increased
by the Additional Subordinated Amount. In no event, however, shall the
Available Subordinated Amount exceed (i) through the last Distribution Date
preceding an Effective Alternative Credit Support Election, the Initial
Subordinated Amount plus the Supplemental Subordinated Amount and (ii)
thereafter, the sum of the Initial Subordinated Amount, the Supplemental
Subordinated Amount and the Additional Subordinated Amount.
(b) Effective as of the date hereof, Section 9 ("Allocations of
Collections") of the Agreement is amended as follows:
(1) Clause (24) of Section 9(b) shall be amended by deleting such
clause in its entirety and replacing it with the following:
(24) The allocations set forth in clauses (24)(A) and (24)(B) shall be
made, first, with respect to Class A, and then, if there is a Subordinate Class
with respect to Class A, the allocations set forth in clauses (24)(A) and
(24)(B) shall be made with respect to Class B, to the extent that funds are
available pursuant to this clause (24):
(A) An amount equal to the lesser of
(x) the Class Required Amount Shortfall and
(y) the product of
(1) a fraction the numerator of which is the Class Required
Amount Shortfall and the denominator of which is the sum
of the Class Required Amount Shortfalls for all Classes
designated by the same letter of the alphabet of all Series
in the Group to which the Series established hereby belongs
(after giving effect to provisions in the applicable Series
Supplements substantially similar to the clauses preceding
this clause (24)) and
(2) the amount on deposit in the Group Finance Charge Collections
Reallocation Account before any withdrawals therefrom
with respect to any other Series pursuant to a comparable
clause in the applicable Series Supplements,
2
<PAGE> 4
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Distribution Account. The Class Required
Amount Shortfall shall be reduced by the amount of such deposit. The Available
Subordinated Amount shall be increased by the amount of any such deposit that
reduces the Class B Required Amount Shortfall.
(B) An amount equal to the lesser of
(x) the Class Cumulative Investor Charged-Off Amount and
(y) the product of
(1) a fraction the numerator of which is the Class Cumulative
Investor Charged-Off Amount and the denominator of
which is the sum of the Class Cumulative Investor Charged-Off
Amounts for all Classes designated by the same letter of the
alphabet of all Series in the Group to which the Series
established hereby belongs (after giving effect to provisions
in the applicable Series Supplements substantially similar to
the clauses preceding this clause (24)) and
(2) the amount on deposit in the Group Finance Charge Collections
Reallocation Account before any withdrawals therefrom
with respect to any other Series pursuant to a comparable
clause in the applicable Series Supplements,
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Principal Collections Account. The Class
Cumulative Investor Charged-Off Amount shall be reduced by the amount of such
deposit. The Available Subordinated Amount shall be increased by the amount of
any such deposit that reduces the Class B Cumulative Investor Charged-Off
Amount.
(2) Clause (25)(B) of Section 9(b) shall be amended by deleting such
clause in its entirety and replacing it with the following:
(B) If there is a Subordinate Class with respect to Class A, an amount
equal to the lesser of
(x) the amount by which the Available Class B Credit Enhancement
Amount is less than the Maximum Class B Credit Enhancement
Amount and
(y) the product of
3
<PAGE> 5
(1) a fraction, the numerator of which is the amount by which
the Available Class B Credit Enhancement Amount is
less than the Maximum Class B Credit Enhancement Amount and
the denominator of which is the sum of, for each Series in
the Group of which the Series established hereby is a
member, the amount by which the Available Class B Credit
Enhancement Amount for such Series is less than the Maximum
Class B Credit Enhancement Amount for such Series (after
giving effect to provisions in the applicable Series
Supplements substantially similar to the clauses preceding
this clause (25)) and
(2) the amount on deposit in the Group Finance Charge
Collections Reallocation Account before any withdrawals
therefrom with respect to any other Series pursuant to a
comparable clause in the applicable Series Supplements,
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and paid to the Trustee as administrator of the Credit Enhancement for
application in accordance with the provisions of the Credit Enhancement
Agreement. Each of the Available Class B Credit Enhancement Amount and the
Available Subordinated Amount shall be increased by the amount of such deposit.
(c) Effective as of the date hereof, Section 10 ("Payments") of the
Agreement is amended as follows:
(1) Subsection (a)(6) shall be renumbered as subsection (a)(7).
(2) A new subsection (a)(6) shall be added as follows:
(6) On the first Special Payment Date of the Amortization
Period, if any, after giving effect to the payments and withdrawals
described above on such day, an amount equal to the lesser of
(x) the Series Invested Amount and
(y) the amount on deposit in the Series Principal Funding
Account
shall be withdrawn from the Series Principal Funding Account and shall
be paid to the Investor Certificateholders pursuant to Section 5.01 of
the Pooling and Servicing Agreement. Except as set forth in the
following sentence, all such amounts shall be paid to the Class A
Investor Certificateholders until the Class A Invested Amount is reduced
to zero; and, thereafter, if there is a Subordinate Class with respect to
Class A, such amounts shall be paid to the Class B Investor
Certificateholders until the Class B Invested Amount is reduced to zero,
unless the
4
<PAGE> 6
Series Termination Date occurs prior to such date. In no event
shall any amounts be paid with respect to any Class of Investor
Certificates pursuant to this clause (6) in excess of the Class
Invested Amount for such Class. Any amounts remaining on deposit
in the Series Principal Funding Account after the Class Invested
Amount for each Class has been reduced to zero shall be paid to the
Holder of the Seller Certificate.
3. Effect Upon the Agreement. Except as specifically set forth
herein, the Agreement shall remain in full force and effect and is hereby
ratified and confirmed.
4. Counterparts. This Amendment may be executed in two or more
counterparts (and by different parties on separate counterparts), each of which
shall be an original, but all of which together shall constitute one and the
same instrument.
5
<PAGE> 7
IN WITNESS WHEREOF, Greenwood and the Trustee have caused this Amendment
to be duly executed by their respective officers as of the day and year first
above written.
GREENWOOD TRUST COMPANY,
as Master Servicer, Servicer and Seller
By: /s/ John J. Coane
---------------------------------------
Name: John J. Coane
---------------------------------------
Title: Vice President, Director of Accounting,
---------------------------------------
Treasurer and Assistant Secretary
---------------------------------------
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: /s/ Patricia M. Trlak
---------------------------------------
Name: Patricia M. Trlak
---------------------------------------
Title: Vice President
---------------------------------------
6
<PAGE> 1
Exhibit 4.6
GREENWOOD TRUST COMPANY
Master Servicer, Servicer and Seller
and
U.S. BANK NATIONAL ASSOCIATION
Trustee
on behalf of the Certificateholders
FIRST AMENDMENT TO SERIES SUPPLEMENT
Dated as of April 19, 1995
to
POOLING AND SERVICING AGREEMENT
Dated as of October 1, 1993
$631,579,000
DISCOVER CARD MASTER TRUST I
SERIES 1995-1 CERTIFICATES
Dated as of
May 15, 1998
<PAGE> 2
THIS FIRST AMENDMENT TO THE SERIES 1995-1 SUPPLEMENT (the "Amendment"),
dated as of May 15, 1998, is entered into by and between GREENWOOD TRUST
COMPANY, a Delaware banking corporation, as Master Servicer, Servicer and
Seller ("Greenwood") and U.S. BANK NATIONAL ASSOCIATION (formerly First Bank
National Association, successor trustee to Bank of America Illinois, formerly
Continental Bank, National Association), as Trustee (the "Trustee").
WHEREAS Greenwood and the Trustee have entered into the SERIES 1995-1
SUPPLEMENT (the "Agreement"), executed and delivered as of April 19, 1995 with
respect to the Series 1995-1 Certificates, pursuant to Section 6.06 of that
certain Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of October 1, 1993, as amended, relating to Discover Card
Master Trust I; and
WHEREAS pursuant to subsections 13.01(a)(ii) and (iv) of the Pooling and
Servicing Agreement, Greenwood and the Trustee desire to amend Sections 1, 9
and 10 of the Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements herein contained, each party agrees as follows for the benefit of
the other parties and for the benefit of the Certificateholders:
1. Definitions. Unless otherwise specified, capitalized terms used in
this Amendment shall have the same meanings ascribed to them in the Agreement.
2. Amendment to the Agreement.
(a) Effective as of the date hereof, Section 1 ("Definitions") of the
Agreement is amended by deleting the definition of "Available Subordinated
Amount" in its entirety and replacing it with the following:
"Available Subordinated Amount," if there is a Subordinate Class with
respect to Class A, shall mean, on a Distribution Date, the sum of
(a) (i) with respect to the first Distribution Date, the Initial
Subordinated Amount or (ii) with respect to any other Distribution Date,
the Available Subordinated Amount after giving effect to all adjustments
on the prior Distribution Date; and
(b) the amount of Series Excess Servicing;
as such amount may be (x) reduced pursuant to the provisions of Section 9 to
take into account (i) the amount of Class A and Class B Excess Servicing used
to reimburse the Class A Cumulative Investor Charged-Off Amount, (ii) the
amount of Class B Excess Servicing used to reduce the Class A Required Amount
Shortfall, (iii) the amount of the Class B Subordinated Payment and (iv) the
amount of any reduction in the Class B Investor Interest resulting from the
reimbursement of the Class A Cumulative Investor Charged-Off Amount, in each
case for such
<PAGE> 3
Distribution Date, and (y) increased pursuant to the provisions of Section 9 to
take into account the application of amounts on deposit in the Group Finance
Charge Collections Reallocation Account (i) to reduce the Class B Required
Amount Shortfall, (ii) to reduce the Class B Cumulative Investor Charged-Off
Amount and (iii) to increase the Available Class B Credit Enhancement Amount,
in each case for such Distribution Date.
Upon the occurrence of a Supplemental Credit Enhancement Event, the Available
Subordinated Amount will be increased by the Supplemental Subordinated Amount.
In addition, on the first Distribution Date following an Effective Alternative
Credit Support Election, the Available Subordinated Amount shall be increased
by the Additional Subordinated Amount. In no event, however, shall the
Available Subordinated Amount exceed (i) through the last Distribution Date
preceding an Effective Alternative Credit Support Election, the Initial
Subordinated Amount plus the Supplemental Subordinated Amount and (ii)
thereafter, the sum of the Initial Subordinated Amount, the Supplemental
Subordinated Amount and the Additional Subordinated Amount.
(b) Effective as of the date hereof, Section 9 ("Allocations of
Collections") of the Agreement is amended as follows:
(1) Clause (24) of Section 9(b) shall be amended by deleting such clause
in its entirety and replacing it with the following:
(24) The allocations set forth in clauses (24)(A) and (24)(B) shall be
made, first, with respect to Class A, and then, if there is a Subordinate Class
with respect to Class A, the allocations set forth in clauses (24)(A) and
(24)(B) shall be made with respect to Class B, to the extent that funds are
available pursuant to this clause (24):
(A) An amount equal to the lesser of
(x) the Class Required Amount Shortfall and
(y) the product of
(1) a fraction the numerator of which is the Class Required Amount
Shortfall and the denominator of which is the sum of the
Class Required Amount Shortfalls for all Classes designated by
the same letter of the alphabet of all Series in the Group to
which the Series established hereby belongs (after giving
effect to provisions in the applicable Series Supplements
substantially similar to the clauses preceding this clause
(24)) and
(2) the amount on deposit in the Group Finance Charge Collections
Reallocation Account before any withdrawals therefrom with
respect to any other Series pursuant to a comparable clause in
the applicable Series Supplements,
2
<PAGE> 4
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Distribution Account. The Class Required
Amount Shortfall shall be reduced by the amount of such deposit. The Available
Subordinated Amount shall be increased by the amount of any such deposit that
reduces the Class B Required Amount Shortfall.
(B) An amount equal to the lesser of
(x) the Class Cumulative Investor Charged-Off Amount and
(y) the product of
(1) a fraction the numerator of which is the Class Cumulative
Investor Charged-Off Amount and the denominator of which is
the sum of the Class Cumulative Investor Charged-Off Amounts
for all Classes designated by the same letter of the alphabet
of all Series in the Group to which the Series established
hereby belongs (after giving effect to provisions in the
applicable Series Supplements substantially similar to the
clauses preceding this clause (24)) and
(2) the amount on deposit in the Group Finance Charge Collections
Reallocation Account before any withdrawals therefrom with
respect to any other Series pursuant to a comparable clause in
the applicable Series Supplements,
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Principal Collections Account. The Class
Cumulative Investor Charged-Off Amount shall be reduced by the amount of such
deposit. The Available Subordinated Amount shall be increased by the amount of
any such deposit that reduces the Class B Cumulative Investor Charged-Off
Amount.
(2) Clause (25)(B) of Section 9(b) shall be amended by deleting such
clause in its entirety and replacing it with the following:
(B) If there is a Subordinate Class with respect to Class A, an amount
equal to the lesser of
(x) the amount by which the Available Class B Credit Enhancement
Amount is less than the Maximum Class B Credit Enhancement Amount
and
(y) the product of
3
<PAGE> 5
(1) a fraction, the numerator of which is the amount by which the
Available Class B Credit Enhancement Amount is less than
the Maximum Class B Credit Enhancement Amount and the
denominator of which is the sum of, for each Series in the
Group of which the Series established hereby is a member, the
amount by which the Available Class B Credit Enhancement Amount
for such Series is less than the Maximum Class B Credit
Enhancement Amount for such Series (after giving effect to
provisions in the applicable Series Supplements substantially
similar to the clauses preceding this clause (25)) and
(2) the amount on deposit in the Group Finance Charge Collections
Reallocation Account before any withdrawals therefrom with
respect to any other Series pursuant to a comparable clause in
the applicable Series Supplements,
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and paid to the Trustee as administrator of the Credit Enhancement for
application in accordance with the provisions of the Credit Enhancement
Agreement. Each of the Available Class B Credit Enhancement Amount and the
Available Subordinated Amount shall be increased by the amount of such deposit.
(c) Effective as of the date hereof, Section 10 ("Payments") of the
Agreement is amended as follows:
(1) Subsection (a)(6) shall be renumbered as subsection (a)(7).
(2) A new subsection (a)(6) shall be added as follows:
(6) On the first Special Payment Date of the Amortization
Period, if any, after giving effect to the payments and withdrawals
described above on such day, an amount equal to the lesser of
(x) the Series Invested Amount and
(y) the amount on deposit in the Series Principal Funding
Account
shall be withdrawn from the Series Principal Funding Account and shall
be paid to the Investor Certificateholders pursuant to Section 5.01 of the
Pooling and Servicing Agreement. Except as set forth in the following
sentence, all such amounts shall be paid to the Class A Investor
Certificateholders until the Class A Invested Amount is reduced to zero;
and, thereafter, if there is a Subordinate Class with respect to Class A,
such amounts shall be paid to the Class B Investor Certificateholders until
the Class B Invested Amount is reduced to zero, unless the
4
<PAGE> 6
Series Termination Date occurs prior to such date. In no event
shall any amounts be paid with respect to any Class of Investor
Certificates pursuant to this clause (6) in excess of the Class
Invested Amount for such Class. Any amounts remaining on deposit
in the Series Principal Funding Account after the Class Invested
Amount for each Class has been reduced to zero shall be paid to the
Holder of the Seller Certificate.
3. Effect Upon the Agreement. Except as specifically set forth
herein, the Agreement shall remain in full force and effect and is hereby
ratified and confirmed.
4. Counterparts. This Amendment may be executed in two or more
counterparts (and by different parties on separate counterparts), each of which
shall be an original, but all of which together shall constitute one and the
same instrument.
5
<PAGE> 7
IN WITNESS WHEREOF, Greenwood and the Trustee have caused this Amendment
to be duly executed by their respective officers as of the day and year first
above written.
GREENWOOD TRUST COMPANY,
as Master Servicer, Servicer and Seller
By: /s/ John J. Coane
---------------------------------------
Name: John J. Coane
---------------------------------------
Title: Vice President, Director of Accounting,
---------------------------------------
Treasurer and Assistant Secretary
---------------------------------------
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: /s/ Patricia M. Trlak
---------------------------------------
Name: Patricia M. Trlak
---------------------------------------
Title: Vice President
---------------------------------------
6
<PAGE> 1
Exhibit 4.7
GREENWOOD TRUST COMPANY
Master Servicer, Servicer and Seller
and
U.S. BANK NATIONAL ASSOCIATION
Trustee
on behalf of the Certificateholders
FIRST AMENDMENT TO SERIES SUPPLEMENT
Dated as of August 1, 1995
to
POOLING AND SERVICING AGREEMENT
Dated as of October 1, 1993
$526,316,000
DISCOVER CARD MASTER TRUST I
SERIES 1995-2 CERTIFICATES
Dated as of
May 15, 1998
<PAGE> 2
THIS FIRST AMENDMENT TO THE SERIES 1995-2 SUPPLEMENT (the "Amendment"),
dated as of May 15, 1998, is entered into by and between GREENWOOD TRUST
COMPANY, a Delaware banking corporation, as Master Servicer, Servicer and
Seller ("Greenwood") and U.S. BANK NATIONAL ASSOCIATION (formerly First Bank
National Association, successor trustee to Bank of America Illinois, formerly
Continental Bank, National Association), as Trustee (the "Trustee").
WHEREAS Greenwood and the Trustee have entered into the SERIES 1995-2
SUPPLEMENT (the "Agreement"), executed and delivered as of August 1, 1995 with
respect to the Series 1995-2 Certificates, pursuant to Section 6.06 of that
certain Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of October 1, 1993, as amended, relating to Discover Card
Master Trust I; and
WHEREAS pursuant to subsections 13.01(a)(ii) and (iv) of the Pooling and
Servicing Agreement, Greenwood and the Trustee desire to amend Sections 1, 9
and 10 of the Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements herein contained, each party agrees as follows for the benefit of
the other parties and for the benefit of the Certificateholders:
1. Definitions. Unless otherwise specified, capitalized terms used in
this Amendment shall have the same meanings ascribed to them in the Agreement.
2. Amendment to the Agreement.
(a) Effective as of the date hereof, Section 1 ("Definitions") of the
Agreement is amended by deleting the definition of "Available Subordinated
Amount" in its entirety and replacing it with the following:
"Available Subordinated Amount," if there is a Subordinate Class with
respect to Class A, shall mean, on a Distribution Date, the sum of
(a) (i) with respect to the first Distribution Date, the Initial
Subordinated Amount or (ii) with respect to any other Distribution Date,
the Available Subordinated Amount after giving effect to all adjustments
on the prior Distribution Date; and
(b) the amount of Series Excess Servicing;
as such amount may be (x) reduced pursuant to the provisions of Section 9 to
take into account (i) the amount of Class A and Class B Excess Servicing used
to reimburse the Class A Cumulative Investor Charged-Off Amount, (ii) the
amount of Class B Excess Servicing used to reduce the Class A Required Amount
Shortfall, (iii) the amount of the Class B Subordinated Payment and (iv) the
amount of any reduction in the Class B Investor Interest resulting from the
reimbursement of the Class A Cumulative Investor Charged-Off Amount, in each
case for such
<PAGE> 3
Distribution Date, and (y) increased pursuant to the provisions of Section 9 to
take into account the application of amounts on deposit in the Group Finance
Charge Collections Reallocation Account (i) to reduce the Class B Required
Amount Shortfall, (ii) to reduce the Class B Cumulative Investor Charged-Off
Amount and (iii) to increase the Available Class B Credit Enhancement Amount,
in each case for such Distribution Date.
Upon the occurrence of a Supplemental Credit Enhancement Event, the Available
Subordinated Amount will be increased by the Supplemental Subordinated Amount.
In addition, on the first Distribution Date following an Effective Alternative
Credit Support Election, the Available Subordinated Amount shall be increased
by the Additional Subordinated Amount. In no event, however, shall the
Available Subordinated Amount exceed (i) through the last Distribution Date
preceding an Effective Alternative Credit Support Election, the Initial
Subordinated Amount plus the Supplemental Subordinated Amount and (ii)
thereafter, the sum of the Initial Subordinated Amount, the Supplemental
Subordinated Amount and the Additional Subordinated Amount.
(b) Effective as of the date hereof, Section 9 ("Allocations of
Collections") of the Agreement is amended as follows:
(1) Clause (24) of Section 9(b) shall be amended by deleting such clause
in its entirety and replacing it with the following:
(24) The allocations set forth in clauses (24)(A) and (24)(B) shall be
made, first, with respect to Class A, and then, if there is a Subordinate Class
with respect to Class A, the allocations set forth in clauses (24)(A) and
(24)(B) shall be made with respect to Class B, to the extent that funds are
available pursuant to this clause (24):
(A) An amount equal to the lesser of
(x) the Class Required Amount Shortfall and
(y) the product of
(1) a fraction the numerator of which is the Class Required
Amount Shortfall and the denominator of which is the sum
of the Class Required Amount Shortfalls for all Classes
designated by the same letter of the alphabet of all Series in
the Group to which the Series established hereby belongs (after
giving effect to provisions in the applicable Series
Supplements substantially similar to the clauses preceding this
clause (24)) and
(2) the amount on deposit in the Group Finance Charge Collections
Reallocation Account before any withdrawals therefrom with
respect to any other Series pursuant to a comparable clause in
the applicable Series Supplements,
2
<PAGE> 4
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Distribution Account. The Class Required
Amount Shortfall shall be reduced by the amount of such deposit. The Available
Subordinated Amount shall be increased by the amount of any such deposit that
reduces the Class B Required Amount Shortfall.
(B) An amount equal to the lesser of
(x) the Class Cumulative Investor Charged-Off Amount and
(y) the product of
(1) a fraction the numerator of which is the Class Cumulative
Investor Charged-Off Amount and the denominator of which is
the sum of the Class Cumulative Investor Charged-Off Amounts for
all Classes designated by the same letter of the alphabet of all
Series in the Group to which the Series established hereby
belongs (after giving effect to provisions in the applicable
Series Supplements substantially similar to the clauses
preceding this clause (24)) and
(2) the amount on deposit in the Group Finance Charge Collections
Reallocation Account before any withdrawals therefrom with
respect to any other Series pursuant to a comparable clause in
the applicable Series Supplements,
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Principal Collections Account. The Class
Cumulative Investor Charged-Off Amount shall be reduced by the amount of such
deposit. The Available Subordinated Amount shall be increased by the amount of
any such deposit that reduces the Class B Cumulative Investor Charged-Off
Amount.
(2) Clause (25)(B) of Section 9(b) shall be amended by deleting such
clause in its entirety and replacing it with the following:
(B) If there is a Subordinate Class with respect to Class A, an amount
equal to the lesser of
(x) the amount by which the Available Class B Credit Enhancement Amount
is less than the Maximum Class B Credit Enhancement Amount and
(y) the product of
3
<PAGE> 5
(1) a fraction, the numerator of which is the amount by which the
Available Class B Credit Enhancement Amount is less than
the Maximum Class B Credit Enhancement Amount and the
denominator of which is the sum of, for each Series in the
Group of which the Series established hereby is a member, the
amount by which the Available Class B Credit Enhancement Amount
for such Series is less than the Maximum Class B Credit
Enhancement Amount for such Series (after giving effect to
provisions in the applicable Series Supplements substantially
similar to the clauses preceding this clause (25)) and
(2) the amount on deposit in the Group Finance Charge Collections
Reallocation Account before any withdrawals therefrom with
respect to any other Series pursuant to a comparable clause in
the applicable Series Supplements,
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and paid to the Trustee as administrator of the Credit Enhancement for
application in accordance with the provisions of the Credit Enhancement
Agreement. Each of the Available Class B Credit Enhancement Amount and the
Available Subordinated Amount shall be increased by the amount of such deposit.
(c) Effective as of the date hereof, Section 10 ("Payments") of the
Agreement is amended as follows:
(1) Subsection (a)(6) shall be renumbered as subsection (a)(7).
(2) A new subsection (a)(6) shall be added as follows:
(6) On the first Special Payment Date of the Amortization
Period, if any, after giving effect to the payments and withdrawals
described above on such day, an amount equal to the lesser of
(x) the Series Invested Amount and
(y) the amount on deposit in the Series Principal Funding Account
shall be withdrawn from the Series Principal Funding Account and shall
be paid to the Investor Certificateholders pursuant to Section 5.01 of the
Pooling and Servicing Agreement. Except as set forth in the following
sentence, all such amounts shall be paid to the Class A Investor
Certificateholders until the Class A Invested Amount is reduced to zero;
and, thereafter, if there is a Subordinate Class with respect to Class A,
such amounts shall be paid to the Class B Investor Certificateholders until
the Class B Invested Amount is reduced to zero, unless the
4
<PAGE> 6
Series Termination Date occurs prior to such date. In no event
shall any amounts be paid with respect to any Class of Investor
Certificates pursuant to this clause (6) in excess of the Class
Invested Amount for such Class. Any amounts remaining on deposit
in the Series Principal Funding Account after the Class Invested
Amount for each Class has been reduced to zero shall be paid to the
Holder of the Seller Certificate.
3. Effect Upon the Agreement. Except as specifically set forth
herein, the Agreement shall remain in full force and effect and is hereby
ratified and confirmed.
4. Counterparts. This Amendment may be executed in two or more
counterparts (and by different parties on separate counterparts), each of which
shall be an original, but all of which together shall constitute one and the
same instrument.
5
<PAGE> 7
IN WITNESS WHEREOF, Greenwood and the Trustee have caused this Amendment
to be duly executed by their respective officers as of the day and year first
above written.
GREENWOOD TRUST COMPANY,
as Master Servicer, Servicer and Seller
By: /s/ John J. Coane
---------------------------------------
Name: John J. Coane
---------------------------------------
Title: Vice President, Director of Accounting,
---------------------------------------
Treasurer and Assistant Secretary
---------------------------------------
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: /s/ Patricia M. Trlak
---------------------------------------
Name: Patricia M. Trlak
---------------------------------------
Title: Vice President
---------------------------------------
6
<PAGE> 1
Exhibit 4.8
GREENWOOD TRUST COMPANY
Master Servicer, Servicer and Seller
and
U.S. BANK NATIONAL ASSOCIATION
Trustee
on behalf of the Certificateholders
FIRST AMENDMENT TO SERIES SUPPLEMENT
Dated as of September 28, 1995
to
POOLING AND SERVICING AGREEMENT
Dated as of October 1, 1993
$526,316,000
DISCOVER CARD MASTER TRUST I
SERIES 1995-3 CERTIFICATES
Dated as of
May 15, 1998
<PAGE> 2
THIS FIRST AMENDMENT TO THE SERIES 1995-3 SUPPLEMENT (the "Amendment"),
dated as of May 15, 1998, is entered into by and between GREENWOOD TRUST
COMPANY, a Delaware banking corporation, as Master Servicer, Servicer and
Seller ("Greenwood") and U.S. BANK NATIONAL ASSOCIATION (formerly First Bank
National Association, successor trustee to Bank of America Illinois, formerly
Continental Bank, National Association), as Trustee (the "Trustee").
WHEREAS Greenwood and the Trustee have entered into the SERIES 1995-3
SUPPLEMENT (the "Agreement"), executed and delivered as of September 28, 1995
with respect to the Series 1995-3 Certificates, pursuant to Section 6.06 of
that certain Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of October 1, 1993, as amended, relating to Discover Card
Master Trust I; and
WHEREAS pursuant to subsections 13.01(a)(ii) and (iv) of the Pooling and
Servicing Agreement, Greenwood and the Trustee desire to amend Sections 1, 9
and 10 of the Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements herein contained, each party agrees as follows for the benefit of
the other parties and for the benefit of the Certificateholders:
1. Definitions. Unless otherwise specified, capitalized terms used in
this Amendment shall have the same meanings ascribed to them in the Agreement.
2. Amendment to the Agreement.
(a) Effective as of the date hereof, Section 1 ("Definitions") of the
Agreement is amended by deleting the definition of "Available Subordinated
Amount" in its entirety and replacing it with the following:
"Available Subordinated Amount," if there is a Subordinate Class with
respect to Class A, shall mean, on a Distribution Date, the sum of
(a) (i) with respect to the first Distribution Date, the Initial
Subordinated Amount or (ii) with respect to any other Distribution Date,
the Available Subordinated Amount after giving effect to all adjustments
on the prior Distribution Date; and
(b) the amount of Series Excess Servicing;
as such amount may be (x) reduced pursuant to the provisions of Section 9 to
take into account (i) the amount of Class A and Class B Excess Servicing used
to reimburse the Class A Cumulative Investor Charged-Off Amount, (ii) the
amount of Class B Excess Servicing used to reduce the Class A Required Amount
Shortfall, (iii) the amount of the Class B Subordinated Payment and (iv) the
amount of any reduction in the Class B Investor Interest resulting from the
reimbursement of the Class A Cumulative Investor Charged-Off Amount, in each
case for such
<PAGE> 3
Distribution Date, and (y) increased pursuant to the provisions of Section 9 to
take into account the application of amounts on deposit in the Group Finance
Charge Collections Reallocation Account (i) to reduce the Class B Required
Amount Shortfall, (ii) to reduce the Class B Cumulative Investor Charged-Off
Amount and (iii) to increase the Available Class B Credit Enhancement Amount,
in each case for such Distribution Date.
Upon the occurrence of a Supplemental Credit Enhancement Event, the Available
Subordinated Amount will be increased by the Supplemental Subordinated Amount.
In addition, on the first Distribution Date following an Effective Alternative
Credit Support Election, the Available Subordinated Amount shall be increased
by the Additional Subordinated Amount. In no event, however, shall the
Available Subordinated Amount exceed (i) through the last Distribution Date
preceding an Effective Alternative Credit Support Election, the Initial
Subordinated Amount plus the Supplemental Subordinated Amount and (ii)
thereafter, the sum of the Initial Subordinated Amount, the Supplemental
Subordinated Amount and the Additional Subordinated Amount.
(b) Effective as of the date hereof, Section 9 ("Allocations of
Collections") of the Agreement is amended as follows:
(1) Clause (24) of Section 9(b) shall be amended by deleting such
clause in its entirety and replacing it with the following:
(24) The allocations set forth in clauses (24)(A) and (24)(B) shall be
made, first, with respect to Class A, and then, if there is a Subordinate Class
with respect to Class A, the allocations set forth in clauses (24)(A) and
(24)(B) shall be made with respect to Class B, to the extent that funds are
available pursuant to this clause (24):
(A) An amount equal to the lesser of
(x) the Class Required Amount Shortfall and
(y) the product of
(1) a fraction the numerator of which is the Class Required
Amount Shortfall and the denominator of which is the sum
of the Class Required Amount Shortfalls for all Classes
designated by the same letter of the alphabet of all Series
in the Group to which the Series established hereby belongs
(after giving effect to provisions in the applicable Series
Supplements substantially similar to the clauses preceding
this clause (24)) and
(2) the amount on deposit in the Group Finance Charge
Collections Reallocation Account before any withdrawals
therefrom with respect to any other Series pursuant to a
comparable clause in the applicable Series Supplements,
2
<PAGE> 4
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Distribution Account. The Class Required
Amount Shortfall shall be reduced by the amount of such deposit. The Available
Subordinated Amount shall be increased by the amount of any such deposit that
reduces the Class B Required Amount Shortfall.
(B) An amount equal to the lesser of
(x) the Class Cumulative Investor Charged-Off Amount and
(y) the product of
(1) a fraction the numerator of which is the Class Cumulative
Investor Charged-Off Amount and the denominator of
which is the sum of the Class Cumulative Investor Charged-Off
Amounts for all Classes designated by the same letter of the
alphabet of all Series in the Group to which the Series
established hereby belongs (after giving effect to provisions
in the applicable Series Supplements substantially similar to
the clauses preceding this clause (24)) and
(2) the amount on deposit in the Group Finance Charge Collections
Reallocation Account before any withdrawals therefrom
with respect to any other Series pursuant to a comparable
clause in the applicable Series Supplements,
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Principal Collections Account. The Class
Cumulative Investor Charged-Off Amount shall be reduced by the amount of such
deposit. The Available Subordinated Amount shall be increased by the amount of
any such deposit that reduces the Class B Cumulative Investor Charged-Off
Amount.
(2) Clause (25)(B) of Section 9(b) shall be amended by deleting such
clause in its entirety and replacing it with the following:
(B) If there is a Subordinate Class with respect to Class A, an amount
equal to the lesser of
(x) the amount by which the Available Class B Credit Enhancement
Amount is less than the Maximum Class B Credit Enhancement Amount
and
(y) the product of
3
<PAGE> 5
(1) a fraction, the numerator of which is the amount by which
the Available Class B Credit Enhancement Amount is less than
the Maximum Class B Credit Enhancement Amount and the
denominator of which is the sum of, for each Series in the
Group of which the Series established hereby is a member, the
amount by which the Available Class B Credit Enhancement
Amount for such Series is less than the Maximum Class B
Credit Enhancement Amount for such Series (after giving
effect to provisions in the applicable Series Supplements
substantially similar to the clauses preceding this clause
(25)) and
(2) the amount on deposit in the Group Finance Charge Collections
Reallocation Account before any withdrawals therefrom with
respect to any other Series pursuant to a comparable clause
in the applicable Series Supplements,
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and paid to the Trustee as administrator of the Credit Enhancement for
application in accordance with the provisions of the Credit Enhancement
Agreement. Each of the Available Class B Credit Enhancement Amount and the
Available Subordinated Amount shall be increased by the amount of such deposit.
(c) Effective as of the date hereof, Section 10 ("Payments") of the
Agreement is amended as follows:
(1) Subsection (a)(6) shall be renumbered as subsection (a)(7).
(2) A new subsection (a)(6) shall be added as follows:
(6) On the first Special Payment Date of the Amortization
Period, if any, after giving effect to the payments and withdrawals
described above on such day, an amount equal to the lesser of
(x) the Series Invested Amount and
(y) the amount on deposit in the Series Principal Funding
Account
shall be withdrawn from the Series Principal Funding Account and shall
be paid to the Investor Certificateholders pursuant to Section 5.01 of the
Pooling and Servicing Agreement. Except as set forth in the following
sentence, all such amounts shall be paid to the Class A Investor
Certificateholders until the Class A Invested Amount is reduced to zero;
and, thereafter, if there is a Subordinate Class with respect to Class A,
such amounts shall be paid to the Class B Investor Certificateholders until
the Class B Invested Amount is reduced to zero, unless the
4
<PAGE> 6
Series Termination Date occurs prior to such date. In no event
shall any amounts be paid with respect to any Class of Investor
Certificates pursuant to this clause (6) in excess of the Class
Invested Amount for such Class. Any amounts remaining on deposit
in the Series Principal Funding Account after the Class Invested
Amount for each Class has been reduced to zero shall be paid to the
Holder of the Seller Certificate.
3. Effect Upon the Agreement. Except as specifically set forth
herein, the Agreement shall remain in full force and effect and is hereby
ratified and confirmed.
4. Counterparts. This Amendment may be executed in two or more
counterparts (and by different parties on separate counterparts), each of which
shall be an original, but all of which together shall constitute one and the
same instrument.
5
<PAGE> 7
IN WITNESS WHEREOF, Greenwood and the Trustee have caused this Amendment
to be duly executed by their respective officers as of the day and year first
above written.
GREENWOOD TRUST COMPANY,
as Master Servicer, Servicer and Seller
By: /s/ John J. Coane
---------------------------------------
Name: John J. Coane
---------------------------------------
Title: Vice President, Director of Accounting,
---------------------------------------
Treasurer and Assistant Secretary
---------------------------------------
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: /s/ Patricia M. Trlak
---------------------------------------
Name: Patricia M. Trlak
---------------------------------------
Title: Vice President
---------------------------------------
6
<PAGE> 1
Exhibit 4.9
GREENWOOD TRUST COMPANY
Master Servicer, Servicer and Seller
and
U.S. BANK NATIONAL ASSOCIATION
Trustee
on behalf of the Certificateholders
FIRST AMENDMENT TO SERIES SUPPLEMENT
Dated as of January 18, 1996
to
POOLING AND SERVICING AGREEMENT
Dated as of October 1, 1993
$1,052,632,000
DISCOVER CARD MASTER TRUST I
SERIES 1996-1 CERTIFICATES
Dated as of
May 15, 1998
<PAGE> 2
THIS FIRST AMENDMENT TO THE SERIES 1996-1 SUPPLEMENT (the "Amendment"),
dated as of May 15, 1998, is entered into by and between GREENWOOD TRUST
COMPANY, a Delaware banking corporation, as Master Servicer, Servicer and
Seller ("Greenwood") and U.S. BANK NATIONAL ASSOCIATION (formerly First Bank
National Association, successor trustee to Bank of America Illinois, formerly
Continental Bank, National Association), as Trustee (the "Trustee").
WHEREAS Greenwood and the Trustee have entered into the SERIES 1996-1
SUPPLEMENT (the "Agreement"), executed and delivered as of January 18, 1996
with respect to the Series 1996-1 Certificates, pursuant to Section 6.06 of
that certain Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of October 1, 1993, as amended, relating to Discover Card
Master Trust I; and
WHEREAS pursuant to subsections 13.01(a)(ii) and (iv) of the Pooling and
Servicing Agreement, Greenwood and the Trustee desire to amend Sections 1, 9
and 10 of the Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements herein contained, each party agrees as follows for the benefit of
the other parties and for the benefit of the Certificateholders:
1. Definitions. Unless otherwise specified, capitalized terms used in
this Amendment shall have the same meanings ascribed to them in the Agreement.
2. Amendment to the Agreement.
(a) Effective as of the date hereof, Section 1 ("Definitions") of the
Agreement is amended by deleting the definition of "Available Subordinated
Amount" in its entirety and replacing it with the following:
"Available Subordinated Amount," if there is a Subordinate Class with
respect to Class A, shall mean, on a Distribution Date, the sum of
(a) (i) with respect to the first Distribution Date, the Initial
Subordinated Amount or (ii) with respect to any other Distribution Date,
the Available Subordinated Amount after giving effect to all adjustments
on the prior Distribution Date; and
(b) the amount of Series Excess Servicing;
as such amount may be (x) reduced pursuant to the provisions of Section 9 to
take into account (i) the amount of Class A and Class B Excess Servicing used
to reimburse the Class A Cumulative Investor Charged-Off Amount, (ii) the
amount of Class B Excess Servicing used to reduce the Class A Required Amount
Shortfall, (iii) the amount of the Class B Subordinated Payment and (iv) the
amount of any reduction in the Class B Investor Interest resulting from the
reimbursement of the Class A Cumulative Investor Charged-Off Amount, in each
case for such
<PAGE> 3
Distribution Date, and (y) increased pursuant to the provisions of Section 9 to
take into account the application of amounts on deposit in the Group Finance
Charge Collections Reallocation Account (i) to reduce the Class B Required
Amount Shortfall, (ii) to reduce the Class B Cumulative Investor Charged-Off
Amount and (iii) to increase the Available Class B Credit Enhancement Amount,
in each case for such Distribution Date.
Upon the occurrence of a Supplemental Credit Enhancement Event, the Available
Subordinated Amount will be increased by the Supplemental Subordinated Amount.
In addition, on the first Distribution Date following an Effective Alternative
Credit Support Election, the Available Subordinated Amount shall be increased
by the Additional Subordinated Amount. In no event, however, shall the
Available Subordinated Amount exceed (i) through the last Distribution Date
preceding an Effective Alternative Credit Support Election, the Initial
Subordinated Amount plus the Supplemental Subordinated Amount and (ii)
thereafter, the sum of the Initial Subordinated Amount, the Supplemental
Subordinated Amount and the Additional Subordinated Amount.
(b) Effective as of the date hereof, Section 9 ("Allocations of
Collections") of the Agreement is amended as follows:
(1) Clause (24) of Section 9(b) shall be amended by deleting such
clause in its entirety and replacing it with the following:
(24) The allocations set forth in clauses (24)(A) and (24)(B) shall be
made, first, with respect to Class A, and then, if there is a Subordinate Class
with respect to Class A, the allocations set forth in clauses (24)(A) and
(24)(B) shall be made with respect to Class B, to the extent that funds are
available pursuant to this clause (24):
(A) An amount equal to the lesser of
(x) the Class Required Amount Shortfall and
(y) the product of
(1) a fraction the numerator of which is the Class Required
Amount Shortfall and the denominator of which is the sum
of the Class Required Amount Shortfalls for all Classes
designated by the same letter of the alphabet of all Series
in the Group to which the Series established hereby belongs
(after giving effect to provisions in the applicable Series
Supplements substantially similar to the clauses preceding
this clause (24)) and
(2) the amount on deposit in the Group Finance Charge Collections
Reallocation Account before any withdrawals therefrom
with respect to any other Series pursuant to a comparable
clause in the applicable Series Supplements,
2
<PAGE> 4
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Distribution Account. The Class Required
Amount Shortfall shall be reduced by the amount of such deposit. The Available
Subordinated Amount shall be increased by the amount of any such deposit that
reduces the Class B Required Amount Shortfall.
(B) An amount equal to the lesser of
(x) the Class Cumulative Investor Charged-Off Amount and
(y) the product of
(1) a fraction the numerator of which is the Class Cumulative
Investor Charged-Off Amount and the denominator of
which is the sum of the Class Cumulative Investor Charged-Off
Amounts for all Classes designated by the same letter of the
alphabet of all Series in the Group to which the Series
established hereby belongs (after giving effect to provisions
in the applicable Series Supplements substantially similar to
the clauses preceding this clause (24)) and
(2) the amount on deposit in the Group Finance Charge Collections
Reallocation Account before any withdrawals therefrom
with respect to any other Series pursuant to a comparable
clause in the applicable Series Supplements,
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Principal Collections Account. The Class
Cumulative Investor Charged-Off Amount shall be reduced by the amount of such
deposit. The Available Subordinated Amount shall be increased by the amount of
any such deposit that reduces the Class B Cumulative Investor Charged-Off
Amount.
(2) Clause (25)(B) of Section 9(b) shall be amended by deleting such
clause in its entirety and replacing it with the following:
(B) If there is a Subordinate Class with respect to Class A, an amount
equal to the lesser of
(x) the amount by which the Available Class B Credit Enhancement
Amount is less than the Maximum Class B Credit Enhancement
Amount and
(y) the product of
3
<PAGE> 5
(1) a fraction, the numerator of which is the amount by which
the Available Class B Credit Enhancement Amount is
less than the Maximum Class B Credit Enhancement Amount and
the denominator of which is the sum of, for each Series in
the Group of which the Series established hereby is a
member, the amount by which the Available Class B Credit
Enhancement Amount for such Series is less than the Maximum
Class B Credit Enhancement Amount for such Series (after
giving effect to provisions in the applicable Series
Supplements substantially similar to the clauses preceding
this clause (25)) and
(2) the amount on deposit in the Group Finance Charge
Collections Reallocation Account before any withdrawals
therefrom with respect to any other Series pursuant to a
comparable clause in the applicable Series Supplements,
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and paid to the Trustee as administrator of the Credit Enhancement for
application in accordance with the provisions of the Credit Enhancement
Agreement. Each of the Available Class B Credit Enhancement Amount and the
Available Subordinated Amount shall be increased by the amount of such deposit.
(c) Effective as of the date hereof, Section 10 ("Payments") of the
Agreement is amended as follows:
(1) Subsection (a)(6) shall be renumbered as subsection (a)(7).
(2) A new subsection (a)(6) shall be added as follows:
(6) On the first Special Payment Date of the Amortization
Period, if any, after giving effect to the payments and withdrawals
described above on such day, an amount equal to the lesser of
(x) the Series Invested Amount and
(y) the amount on deposit in the Series Principal Funding
Account
shall be withdrawn from the Series Principal Funding Account and shall
be paid to the Investor Certificateholders pursuant to Section 5.01 of the
Pooling and Servicing Agreement. Except as set forth in the following
sentence, all such amounts shall be paid to the Class A Investor
Certificateholders until the Class A Invested Amount is reduced to zero;
and, thereafter, if there is a Subordinate Class with respect to Class A,
such amounts shall be paid to the Class B Investor Certificateholders until
the Class B Invested Amount is reduced to zero, unless the
4
<PAGE> 6
Series Termination Date occurs prior to such date. In no event
shall any amounts be paid with respect to any Class of Investor
Certificates pursuant to this clause (6) in excess of the Class
Invested Amount for such Class. Any amounts remaining on deposit
in the Series Principal Funding Account after the Class Invested
Amount for each Class has been reduced to zero shall be paid to the
Holder of the Seller Certificate.
3. Effect Upon the Agreement. Except as specifically set forth
herein, the Agreement shall remain in full force and effect and is hereby
ratified and confirmed.
4. Counterparts. This Amendment may be executed in two or more
counterparts (and by different parties on separate counterparts), each of which
shall be an original, but all of which together shall constitute one and the
same instrument.
5
<PAGE> 7
IN WITNESS WHEREOF, Greenwood and the Trustee have caused this Amendment
to be duly executed by their respective officers as of the day and year first
above written.
GREENWOOD TRUST COMPANY,
as Master Servicer, Servicer and Seller
By: /s/ John J. Coane
---------------------------------------
Name: John J. Coane
---------------------------------------
Title: Vice President, Director of Accounting,
---------------------------------------
Treasurer and Assistant Secretary
---------------------------------------
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: /s/ Patricia M. Trlak
---------------------------------------
Name: Patricia M. Trlak
---------------------------------------
Title: Vice President
---------------------------------------
6
<PAGE> 1
Exhibit 4.10
GREENWOOD TRUST COMPANY
Master Servicer, Servicer and Seller
and
U.S. BANK NATIONAL ASSOCIATION
Trustee
on behalf of the Certificateholders
FIRST AMENDMENT TO SERIES SUPPLEMENT
Dated as of January 29, 1996
to
POOLING AND SERVICING AGREEMENT
Dated as of October 1, 1993
$947,369,000
DISCOVER CARD MASTER TRUST I
SERIES 1996-2 CERTIFICATES
Dated as of
May 15, 1998
<PAGE> 2
THIS FIRST AMENDMENT TO THE SERIES 1996-2 SUPPLEMENT (the "Amendment"),
dated as of May 15, 1998, is entered into by and between GREENWOOD TRUST
COMPANY, a Delaware banking corporation, as Master Servicer, Servicer and Seller
("Greenwood") and U.S. BANK NATIONAL ASSOCIATION (formerly First Bank National
Association, successor trustee to Bank of America Illinois, formerly Continental
Bank, National Association), as Trustee (the "Trustee").
WHEREAS Greenwood and the Trustee have entered into the SERIES 1996-2
SUPPLEMENT (the "Agreement"), executed and delivered as of January 29, 1996
with respect to the Series 1996-2 Certificates, pursuant to Section 6.06 of
that certain Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of October 1, 1993, as amended, relating to Discover Card
Master Trust I; and
WHEREAS pursuant to subsections 13.01(a)(ii) and (iv) of the Pooling and
Servicing Agreement, Greenwood and the Trustee desire to amend Sections 1, 9
and 10 of the Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements herein contained, each party agrees as follows for the benefit of
the other parties and for the benefit of the Certificateholders:
1. Definitions. Unless otherwise specified, capitalized terms used in
this Amendment shall have the same meanings ascribed to them in the Agreement.
2. Amendment to the Agreement.
(a) Effective as of the date hereof, Section 1 ("Definitions") of the
Agreement is amended by deleting the definition of "Available Subordinated
Amount" in its entirety and replacing it with the following:
"Available Subordinated Amount," if there is a Subordinate Class with
respect to Class A, shall mean, on a Distribution Date, the sum of
(a) (i) with respect to the first Distribution Date, the Initial
Subordinated Amount or (ii) with respect to any other Distribution Date,
the Available Subordinated Amount after giving effect to all adjustments on
the prior Distribution Date; and
(b) the amount of Series Excess Servicing;
as such amount may be (x) reduced pursuant to the provisions of Section 9 to
take into account (i) the amount of Class A and Class B Excess Servicing used to
reimburse the Class A Cumulative Investor Charged-Off Amount, (ii) the amount of
Class B Excess Servicing used to reduce the Class A Required Amount Shortfall,
(iii) the amount of the Class B Subordinated Payment and (iv) the amount of any
reduction in the Class B Investor Interest resulting from the reimbursement of
the Class A Cumulative Investor Charged-Off Amount, in each case for such
<PAGE> 3
Distribution Date, and (y) increased pursuant to the provisions of Section 9 to
take into account the application of amounts on deposit in the Group Finance
Charge Collections Reallocation Account (i) to reduce the Class B Required
Amount Shortfall, (ii) to reduce the Class B Cumulative Investor Charged-Off
Amount and (iii) to increase the Available Class B Credit Enhancement Amount, in
each case for such Distribution Date.
Upon the occurrence of a Supplemental Credit Enhancement Event, the Available
Subordinated Amount will be increased by the Supplemental Subordinated Amount.
In addition, on the first Distribution Date following an Effective Alternative
Credit Support Election, the Available Subordinated Amount shall be increased by
the Additional Subordinated Amount. In no event, however, shall the Available
Subordinated Amount exceed (i) through the last Distribution Date preceding an
Effective Alternative Credit Support Election, the Initial Subordinated Amount
plus the Supplemental Subordinated Amount and (ii) thereafter, the sum of the
Initial Subordinated Amount, the Supplemental Subordinated Amount and the
Additional Subordinated Amount.
(b) Effective as of the date hereof, Section 9 ("Allocations of
Collections") of the Agreement is amended as follows:
(1) Clause (24) of Section 9(b) shall be amended by deleting such
clause in its entirety and replacing it with the following:
(24) The allocations set forth in clauses (24)(A) and (24)(B) shall be
made, first, with respect to Class A, and then, if there is a Subordinate Class
with respect to Class A, the allocations set forth in clauses (24)(A) and
(24)(B) shall be made with respect to Class B, to the extent that funds are
available pursuant to this clause (24):
(A) An amount equal to the lesser of
(x) the Class Required Amount Shortfall and
(y) the product of
(1) a fraction the numerator of which is the Class Required Amount
Shortfall and the denominator of which is the sum of the Class
Required Amount Shortfalls for all Classes designated by the
same letter of the alphabet of all Series in the Group to
which the Series established hereby belongs (after giving
effect to provisions in the applicable Series Supplements
substantially similar to the clauses preceding this clause
(24)) and
(2) the amount on deposit in the Group Finance Charge Collections
Reallocation Account before any withdrawals therefrom with
respect to any other Series pursuant to a comparable clause in
the applicable Series Supplements,
2
<PAGE> 4
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Distribution Account. The Class Required
Amount Shortfall shall be reduced by the amount of such deposit. The Available
Subordinated Amount shall be increased by the amount of any such deposit that
reduces the Class B Required Amount Shortfall.
(B) An amount equal to the lesser of
(x) the Class Cumulative Investor Charged-Off Amount and
(y) the product of
(1) a fraction the numerator of which is the Class Cumulative
Investor Charged-Off Amount and the denominator of which is
the sum of the Class Cumulative Investor Charged-Off Amounts
for all Classes designated by the same letter of the alphabet
of all Series in the Group to which the Series established
hereby belongs (after giving effect to provisions in the
applicable Series Supplements substantially similar to the
clauses preceding this clause (24)) and
(2) the amount on deposit in the Group Finance Charge Collections
Reallocation Account before any withdrawals therefrom with
respect to any other Series pursuant to a comparable clause
in the applicable Series Supplements,
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Principal Collections Account. The Class
Cumulative Investor Charged-Off Amount shall be reduced by the amount of such
deposit. The Available Subordinated Amount shall be increased by the amount of
any such deposit that reduces the Class B Cumulative Investor Charged-Off
Amount.
(2) Clause (25)(B) of Section 9(b) shall be amended by deleting such
clause in its entirety and replacing it with the following:
(B) If there is a Subordinate Class with respect to Class A, an
amount equal to the lesser of
(x) the amount by which the Available Class B Credit Enhancement
Amount is less than the Maximum Class B Credit Enhancement
Amount and
(y) the product of
3
<PAGE> 5
(1) a fraction, the numerator of which is the amount
by which the Available Class B Credit Enhancement
Amount is less than the Maximum Class B Credit
Enhancement Amount and the denominator of which is
the sum of, for each Series in the Group of which
the Series established hereby is a member, the
amount by which the Available Class B Credit
Enhancement Amount for such Series is less than
the Maximum Class B Credit Enhancement Amount for
such Series (after giving effect to provisions in
the applicable Series Supplements substantially
similar to the clauses preceding this clause (25))
and
(2) the amount on deposit in the Group Finance Charge
Collections Reallocation Account before any
withdrawals therefrom with respect to any other
Series pursuant to a comparable clause in the
applicable Series Supplements,
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and paid to the Trustee as administrator of the Credit Enhancement for
application in accordance with the provisions of the Credit Enhancement
Agreement. Each of the Available Class B Credit Enhancement Amount and the
Available Subordinated Amount shall be increased by the amount of such deposit.
(c) Effective as of the date hereof, Section 10 ("Payments") of the
Agreement is amended as follows:
(1) Subsection (a)(6) shall be renumbered as subsection (a)(7).
(2) A new subsection (a)(6) shall be added as follows:
(6) On the first Special Payment Date of the Amortization Period, if
any, after giving effect to the payments and withdrawals described above
on such day, an amount equal to the lesser of
(x) the Series Invested Amount and
(y) the amount on deposit in the Series Principal
Funding Account
shall be withdrawn from the Series Principal Funding Account and shall be
paid to the Investor Certificateholders pursuant to Section 5.01 of the
Pooling and Servicing Agreement. Except as set forth in the following
sentence, all such amounts shall be paid to the Class A Investor
Certificateholders until the Class A Invested Amount is reduced to zero;
and, thereafter, if there is a Subordinate Class with respect to Class A,
such amounts shall be paid to the Class B Investor Certificateholders
until the Class B Invested Amount is reduced to zero, unless the
4
<PAGE> 6
Series Termination Date occurs prior to such date. In no event
shall any amounts be paid with respect to any Class of Investor
Certificates pursuant to this clause (6) in excess of the Class
Invested Amount for such Class. Any amounts remaining on deposit in
the Series Principal Funding Account after the Class Invested Amount
for each Class has been reduced to zero shall be paid to the Holder
of the Seller Certificate.
3. Effect Upon the Agreement. Except as specifically set forth
herein, the Agreement shall remain in full force and effect and is hereby
ratified and confirmed.
4. Counterparts. This Amendment may be executed in two or more
counterparts (and by different parties on separate counterparts), each of which
shall be an original, but all of which together shall constitute one and the
same instrument.
5
<PAGE> 7
IN WITNESS WHEREOF, Greenwood and the Trustee have caused this Amendment
to be duly executed by their respective officers as of the day and year first
above written.
GREENWOOD TRUST COMPANY,
as Master Servicer, Servicer and Seller
By: /s/ John J. Coane
-----------------
Name : John J. Coane
-----------------
Title: Vice President, Director of Accounting,
Treasurer and Assistant Secretary
---------------------------------
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: /s/ Patricia M. Trlak
---------------------
Name: Patricia M. Trlak
------------------
Title: Vice President
----------------
6
<PAGE> 1
Exhibit 4.11
GREENWOOD TRUST COMPANY
Master Servicer, Servicer and Seller
and
U.S. BANK NATIONAL ASSOCIATION
Trustee
on behalf of the Certificateholders
FIRST AMENDMENT TO SERIES SUPPLEMENT
Dated as of February 21, 1996
to
POOLING AND SERVICING AGREEMENT
Dated as of October 1, 1993
$631,579,000
DISCOVER CARD MASTER TRUST I
SERIES 1996-3 CERTIFICATES
Dated as of
May 15, 1998
<PAGE> 2
THIS FIRST AMENDMENT TO THE SERIES 1996-3 SUPPLEMENT (the "Amendment"),
dated as of May 15, 1998, is entered into by and between GREENWOOD TRUST
COMPANY, a Delaware banking corporation, as Master Servicer, Servicer and Seller
("Greenwood") and U.S. BANK NATIONAL ASSOCIATION (formerly First Bank National
Association, successor trustee to Bank of America Illinois, formerly Continental
Bank, National Association), as Trustee (the "Trustee").
WHEREAS Greenwood and the Trustee have entered into the SERIES 1996-3
SUPPLEMENT (the "Agreement"), executed and delivered as of February 21, 1996
with respect to the Series 1996-3 Certificates, pursuant to Section 6.06 of that
certain Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of October 1, 1993, as amended, relating to Discover Card Master Trust
I; and
WHEREAS pursuant to subsections 13.01(a)(ii) and (iv) of the Pooling and
Servicing Agreement, Greenwood and the Trustee desire to amend Sections 1, 9 and
10 of the Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements herein contained, each party agrees as follows for the benefit of
the other parties and for the benefit of the Certificateholders:
1. Definitions. Unless otherwise specified, capitalized terms used in
this Amendment shall have the same meanings ascribed to them in the Agreement.
2. Amendment to the Agreement.
(a) Effective as of the date hereof, Section 1 ("Definitions") of the
Agreement is amended by deleting the definition of "Available Subordinated
Amount" in its entirety and replacing it with the following:
"Available Subordinated Amount," if there is a Subordinate Class with
respect to Class A, shall mean, on a Distribution Date, the sum of
(a) (i) with respect to the first Distribution Date, the Initial
Subordinated Amount or (ii) with respect to any other Distribution Date,
the Available Subordinated Amount after giving effect to all adjustments
on the prior Distribution Date; and
(b) the amount of Series Excess Servicing;
as such amount may be (x) reduced pursuant to the provisions of Section 9 to
take into account (i) the amount of Class A and Class B Excess Servicing used to
reimburse the Class A Cumulative Investor Charged-Off Amount, (ii) the amount of
Class B Excess Servicing used to reduce the Class A Required Amount Shortfall,
(iii) the amount of the Class B Subordinated Payment and (iv) the amount of any
reduction in the Class B Investor Interest resulting from the reimbursement of
the Class A Cumulative Investor Charged-Off Amount, in each case for such
<PAGE> 3
Distribution Date, and (y) increased pursuant to the provisions of Section 9 to
take into account the application of amounts on deposit in the Group Finance
Charge Collections Reallocation Account (i) to reduce the Class B Required
Amount Shortfall, (ii) to reduce the Class B Cumulative Investor Charged-Off
Amount and (iii) to increase the Available Class B Credit Enhancement Amount, in
each case for such Distribution Date.
Upon the occurrence of a Supplemental Credit Enhancement Event, the Available
Subordinated Amount will be increased by the Supplemental Subordinated Amount.
In addition, on the first Distribution Date following an Effective Alternative
Credit Support Election, the Available Subordinated Amount shall be increased by
the Additional Subordinated Amount. In no event, however, shall the Available
Subordinated Amount exceed (i) through the last Distribution Date preceding an
Effective Alternative Credit Support Election, the Initial Subordinated Amount
plus the Supplemental Subordinated Amount and (ii) thereafter, the sum of the
Initial Subordinated Amount, the Supplemental Subordinated Amount and the
Additional Subordinated Amount.
(b) Effective as of the date hereof, Section 9 ("Allocations of
Collections") of the Agreement is amended as follows:
(1) Clause (24) of Section 9(b) shall be amended by deleting such
clause in its entirety and replacing it with the following:
(24) The allocations set forth in clauses (24)(A) and (24)(B) shall be
made, first, with respect to Class A, and then, if there is a Subordinate Class
with respect to Class A, the allocations set forth in clauses (24)(A) and
(24)(B) shall be made with respect to Class B, to the extent that funds are
available pursuant to this clause (24):
(A) An amount equal to the lesser of
(x) the Class Required Amount Shortfall and
(y) the product of
(1) a fraction the numerator of which is the Class Required Amount
Shortfall and the denominator of which is the sum of the Class
Required Amount Shortfalls for all Classes designated by the
same letter of the alphabet of all Series in the Group to
which the Series established hereby belongs (after giving
effect to provisions in the applicable Series Supplements
substantially similar to the clauses preceding this clause
(24)) and
(2) the amount on deposit in the Group Finance Charge Collections
Reallocation Account before any withdrawals therefrom with
respect to any other Series pursuant to a comparable clause
in the applicable Series Supplements,
2
<PAGE> 4
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Distribution Account. The Class Required
Amount Shortfall shall be reduced by the amount of such deposit. The Available
Subordinated Amount shall be increased by the amount of any such deposit that
reduces the Class B Required Amount Shortfall.
(B) An amount equal to the lesser of
(x) the Class Cumulative Investor Charged-Off Amount and
(y) the product of
(1) a fraction the numerator of which is the Class Cumulative
Investor Charged-Off Amount and the denominator of which is
the sum of the Class Cumulative Investor Charged-Off Amounts
for all Classes designated by the same letter of the alphabet
of all Series in the Group to which the Series established
hereby belongs (after giving effect to provisions in the
applicable Series Supplements substantially similar to the
clauses preceding this clause (24)) and
(2) the amount on deposit in the Group Finance Charge Collections
Reallocation Account before any withdrawals therefrom with
respect to any other Series pursuant to a comparable clause in
the applicable Series Supplements,
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Principal Collections Account. The Class
Cumulative Investor Charged-Off Amount shall be reduced by the amount of such
deposit. The Available Subordinated Amount shall be increased by the amount of
any such deposit that reduces the Class B Cumulative Investor Charged-Off
Amount.
(2) Clause (25)(B) of Section 9(b) shall be amended by deleting such
clause in its entirety and replacing it with the following:
(B) If there is a Subordinate Class with respect to Class A, an amount
equal to the lesser of
(x) the amount by which the Available Class B Credit Enhancement
Amount is less than the Maximum Class B Credit Enhancement
Amount and
(y) the product of
3
<PAGE> 5
(1) a fraction, the numerator of which is the amount by
which the Available Class B Credit Enhancement
Amount is less than the Maximum Class B Credit
Enhancement Amount and the denominator of which is
the sum of, for each Series in the Group of which
the Series established hereby is a member, the
amount by which the Available Class B Credit
Enhancement Amount for such Series is less than the
Maximum Class B Credit Enhancement Amount for such
Series (after giving effect to provisions in the
applicable Series Supplements substantially similar
to the clauses preceding this clause (25)) and
(2) the amount on deposit in the Group Finance Charge
Collections Reallocation Account before any
withdrawals therefrom with respect to any other
Series pursuant to a comparable clause in the
applicable Series Supplements,
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and paid to the Trustee as administrator of the Credit Enhancement for
application in accordance with the provisions of the Credit Enhancement
Agreement. Each of the Available Class B Credit Enhancement Amount and the
Available Subordinated Amount shall be increased by the amount of such deposit.
(c) Effective as of the date hereof, Section 10 ("Payments")
of the Agreement is amended as follows:
(1) Subsection (a)(6) shall be renumbered as subsection
(a)(7).
(2) A new subsection (a)(6) shall be added as follows:
(6) On the first Special Payment Date of the Amortization
Period, if any, after giving effect to the payments and withdrawals
described above on such day, an amount equal to the lesser of
(x) the Series Invested Amount and
(y) the amount on deposit in the Series Principal
Funding Account
shall be withdrawn from the Series Principal Funding Account and
shall be paid to the Investor Certificateholders pursuant to Section
5.01 of the Pooling and Servicing Agreement. Except as set forth in
the following sentence, all such amounts shall be paid to the Class
A Investor Certificateholders until the Class A Invested Amount is
reduced to zero; and, thereafter, if there is a Subordinate Class
with respect to Class A, such amounts shall be paid to the Class B
Investor Certificateholders until the Class B Invested Amount is
reduced to zero, unless the
4
<PAGE> 6
Series Termination Date occurs prior to such date. In no event
shall any amounts be paid with respect to any Class of Investor
Certificates pursuant to this clause (6) in excess of the Class
Invested Amount for such Class. Any amounts remaining on deposit
in the Series Principal Funding Account after the Class Invested
Amount for each Class has been reduced to zero shall be paid to the
Holder of the Seller Certificate.
3. Effect Upon the Agreement. Except as specifically set forth
herein, the Agreement shall remain in full force and effect and is hereby
ratified and confirmed.
4. Counterparts. This Amendment may be executed in two or more
counterparts (and by different parties on separate counterparts), each of which
shall be an original, but all of which together shall constitute one and the
same instrument.
5
<PAGE> 7
IN WITNESS WHEREOF, Greenwood and the Trustee have caused this Amendment
to be duly executed by their respective officers as of the day and year first
above written.
GREENWOOD TRUST COMPANY,
as Master Servicer, Servicer and Seller
By: /s/ John J. Coane
-----------------
Name: John J. Coane
-----------------
Title: Vice President, Director of Accounting,
Treasurer and Assistant Secretary
---------------------------------
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: /s/ Patricia M. Trlak
----------------------
Name: Patricia M. Trlak
------------------
Title: Vice President
--------------
6
<PAGE> 1
Exhibit 4.12
GREENWOOD TRUST COMPANY
Master Servicer, Servicer and Seller
and
U.S. BANK NATIONAL ASSOCIATION
Trustee
on behalf of the Certificateholders
FIRST AMENDMENT TO SERIES SUPPLEMENT
Dated as of April 30, 1996
to
POOLING AND SERVICING AGREEMENT
Dated as of October 1, 1993
$1,052,632,000
DISCOVER CARD MASTER TRUST I
SERIES 1996-4 CERTIFICATES
Dated as of
May 15, 1998
<PAGE> 2
THIS FIRST AMENDMENT TO THE SERIES 1996-4 SUPPLEMENT (the "Amendment"),
dated as of May 15, 1998, is entered into by and between GREENWOOD TRUST
COMPANY, a Delaware banking corporation, as Master Servicer, Servicer and Seller
("Greenwood") and U.S. BANK NATIONAL ASSOCIATION (formerly First Bank National
Association, successor trustee to Bank of America Illinois, formerly Continental
Bank, National Association), as Trustee (the "Trustee").
WHEREAS Greenwood and the Trustee have entered into the SERIES 1996-4
SUPPLEMENT (the "Agreement"), executed and delivered as of April 30, 1996 with
respect to the Series 1996-4 Certificates, pursuant to Section 6.06 of that
certain Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of October 1, 1993, as amended, relating to Discover Card Master Trust
I; and
WHEREAS pursuant to subsections 13.01(a)(ii) and (iv) of the Pooling and
Servicing Agreement, Greenwood and the Trustee desire to amend Sections 1, 9 and
10 of the Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements herein contained, each party agrees as follows for the benefit of
the other parties and for the benefit of the Certificateholders:
1. Definitions. Unless otherwise specified, capitalized terms used in
this Amendment shall have the same meanings ascribed to them in the Agreement.
2. Amendment to the Agreement.
(a) Effective as of the date hereof, Section 1 ("Definitions") of the
Agreement is amended by deleting the definition of "Available Subordinated
Amount" in its entirety and replacing it with the following:
"Available Subordinated Amount," if there is a Subordinate Class with
respect to Class A, shall mean, on a Distribution Date, the sum of
(a) (i) with respect to the first Distribution Date, the Initial
Subordinated Amount or (ii) with respect to any other Distribution Date,
the Available Subordinated Amount after giving effect to all adjustments
on the prior Distribution Date; and
(b) the amount of Series Excess Servicing;
as such amount may be (x) reduced pursuant to the provisions of Section 9 to
take into account (i) the amount of Class A and Class B Excess Servicing used to
reimburse the Class A Cumulative Investor Charged-Off Amount, (ii) the amount of
Class B Excess Servicing used to reduce the Class A Required Amount Shortfall,
(iii) the amount of the Class B Subordinated Payment and (iv) the amount of any
reduction in the Class B Investor Interest resulting from the reimbursement of
the Class A Cumulative Investor Charged-Off Amount, in each case for such
<PAGE> 3
Distribution Date, and (y) increased pursuant to the provisions of Section 9 to
take into account the application of amounts on deposit in the Group Finance
Charge Collections Reallocation Account (i) to reduce the Class B Required
Amount Shortfall, (ii) to reduce the Class B Cumulative Investor Charged-Off
Amount and (iii) to increase the Available Class B Credit Enhancement Amount, in
each case for such Distribution Date.
Upon the occurrence of a Supplemental Credit Enhancement Event, the Available
Subordinated Amount will be increased by the Supplemental Subordinated Amount.
In addition, on the first Distribution Date following an Effective Alternative
Credit Support Election, the Available Subordinated Amount shall be increased by
the Additional Subordinated Amount. In no event, however, shall the Available
Subordinated Amount exceed (i) through the last Distribution Date preceding an
Effective Alternative Credit Support Election, the Initial Subordinated Amount
plus the Supplemental Subordinated Amount and (ii) thereafter, the sum of the
Initial Subordinated Amount, the Supplemental Subordinated Amount and the
Additional Subordinated Amount.
(b) Effective as of the date hereof, Section 9 ("Allocations of
Collections") of the Agreement is amended as follows:
(1) Clause (24) of Section 9(b) shall be amended by deleting such
clause in its entirety and replacing it with the following:
(24) The allocations set forth in clauses (24)(A) and (24)(B) shall be
made, first, with respect to Class A, and then, if there is a Subordinate Class
with respect to Class A, the allocations set forth in clauses (24)(A) and
(24)(B) shall be made with respect to Class B, to the extent that funds are
available pursuant to this clause (24):
(A) An amount equal to the lesser of
(x) the Class Required Amount Shortfall and
(y) the product of
(1) a fraction the numerator of which is the Class
Required Amount Shortfall and the denominator of
which is the sum of the Class Required Amount
Shortfalls for all Classes designated by the same
letter of the alphabet of all Series in the Group
to which the Series established hereby belongs
(after giving effect to provisions in the
applicable Series Supplements substantially similar
to the clauses preceding this clause (24)) and
(2) the amount on deposit in the Group Finance Charge Collections
Reallocation Account before any withdrawals therefrom with
respect to any other Series pursuant to a comparable clause
in the applicable Series Supplements,
2
<PAGE> 4
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Distribution Account. The Class Required
Amount Shortfall shall be reduced by the amount of such deposit. The Available
Subordinated Amount shall be increased by the amount of any such deposit that
reduces the Class B Required Amount Shortfall.
(B) An amount equal to the lesser of
(x) the Class Cumulative Investor Charged-Off Amount and
(y) the product of
(1) a fraction the numerator of which is the Class Cumulative
Investor Charged-Off Amount and the denominator of which is the
sum of the Class Cumulative Investor Charged-Off Amounts for all
Classes designated by the same letter of the alphabet of all
Series in the Group to which the Series established hereby
belongs (after giving effect to provisions in the applicable
Series Supplements substantially similar to the clauses
preceding this clause (24)) and
(2) the amount on deposit in the Group Finance Charge Collections
Reallocation Account before any withdrawals therefrom with
respect to any other Series pursuant to a comparable clause in
the applicable Series Supplements,
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Principal Collections Account. The Class
Cumulative Investor Charged-Off Amount shall be reduced by the amount of such
deposit. The Available Subordinated Amount shall be increased by the amount of
any such deposit that reduces the Class B Cumulative Investor Charged-Off
Amount.
(2) Clause (25)(B) of Section 9(b) shall be amended by deleting such
clause in its entirety and replacing it with the following:
(B) If there is a Subordinate Class with respect to Class A, an amount
equal to the lesser of
(x) the amount by which the Available Class B Credit Enhancement Amount
is less than the Maximum Class B Credit Enhancement Amount and
(y) the product of
3
<PAGE> 5
(1) a fraction, the numerator of which is the amount by which
the Available Class B Credit Enhancement Amount is less than
the Maximum Class B Credit Enhancement Amount and the
denominator of which is the sum of, for each Series in the
Group of which the Series established hereby is a member,
the amount by which the Available Class B Credit Enhancement
Amount for such Series is less than the Maximum Class B
Credit Enhancement Amount for such Series (after giving
effect to provisions in the applicable Series Supplements
substantially similar to the clauses preceding this clause
(25)) and
(2) the amount on deposit in the Group Finance Charge
Collections Reallocation Account before any withdrawals
therefrom with respect to any other Series pursuant to a
comparable clause in the applicable Series Supplements,
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and paid to the Trustee as administrator of the Credit Enhancement for
application in accordance with the provisions of the Credit Enhancement
Agreement. Each of the Available Class B Credit Enhancement Amount and the
Available Subordinated Amount shall be increased by the amount of such deposit.
(c) Effective as of the date hereof, Section 10 ("Payments") of the
Agreement is amended as follows:
(1) Subsection (a)(6) shall be renumbered as subsection (a)(7).
(2) A new subsection (a)(6) shall be added as follows:
(6) On the first Special Payment Date of the Amortization
Period, if any, after giving effect to the payments and withdrawals
described above on such day, an amount equal to the lesser of
(x) the Series Invested Amount and
(y) the amount on deposit in the Series Principal Funding
Account
shall be withdrawn from the Series Principal Funding Account and
shall be paid to the Investor Certificateholders pursuant to Section
5.01 of the Pooling and Servicing Agreement. Except as set forth in
the following sentence, all such amounts shall be paid to the Class
A Investor Certificateholders until the Class A Invested Amount is
reduced to zero; and, thereafter, if there is a Subordinate Class
with respect to Class A, such amounts shall be paid to the Class B
Investor Certificateholders until the Class B Invested Amount is
reduced to zero, unless the
4
<PAGE> 6
Series Termination Date occurs prior to such date. In no event
shall any amounts be paid with respect to any Class of Investor
Certificates pursuant to this clause (6) in excess of the Class
Invested Amount for such Class. Any amounts remaining on deposit in
the Series Principal Funding Account after the Class Invested Amount
for each Class has been reduced to zero shall be paid to the Holder
of the Seller Certificate.
3. Effect Upon the Agreement. Except as specifically set forth
herein, the Agreement shall remain in full force and effect and is hereby
ratified and confirmed.
4. Counterparts. This Amendment may be executed in two or more
counterparts (and by different parties on separate counterparts), each of which
shall be an original, but all of which together shall constitute one and the
same instrument.
5
<PAGE> 7
IN WITNESS WHEREOF, Greenwood and the Trustee have caused this Amendment
to be duly executed by their respective officers as of the day and year first
above written.
GREENWOOD TRUST COMPANY,
as Master Servicer, Servicer and Seller
By: /s/ John J. Coane
-----------------
Name: John J. Coane
-----------------
Title: Vice President, Director of Accounting,
Treasurer and Assistant Secretary
---------------------------------
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: /s/ Patricia M. Trlak
---------------------
Name: Patricia M. Trlak
-----------------
Title: Vice President
--------------
6
<PAGE> 1
Exhibit 4.13
GREENWOOD TRUST COMPANY
Master Servicer, Servicer and Seller
and
U.S. BANK NATIONAL ASSOCIATION
Trustee
on behalf of the Certificateholders
FIRST AMENDMENT TO SERIES SUPPLEMENT
Dated as of July 24, 1996
to
POOLING AND SERVICING AGREEMENT
Dated as of October 1, 1993
DM 1,250,000,000 - Class A
$43,116,000 - Class B
DISCOVER CARD MASTER TRUST I
SERIES 1996-5 CERTIFICATES
Dated as of
May 15, 1998
<PAGE> 2
THIS FIRST AMENDMENT TO THE SERIES 1996-5 SUPPLEMENT (the "Amendment"),
dated as of May 15, 1998, is entered into by and between GREENWOOD TRUST
COMPANY, a Delaware banking corporation, as Master Servicer, Servicer and Seller
("Greenwood") and U.S. BANK NATIONAL ASSOCIATION (formerly First Bank National
Association, successor trustee to Bank of America Illinois, formerly Continental
Bank, National Association), as Trustee (the "Trustee").
WHEREAS Greenwood and the Trustee have entered into the SERIES 1996-5
SUPPLEMENT (the "Agreement"), executed and delivered as of July 24, 1996 with
respect to the Series 1996-5 Certificates, pursuant to Section 6.06 of that
certain Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of October 1, 1993, as amended, relating to Discover Card
Master Trust I; and
WHEREAS pursuant to subsections 13.01(a)(ii) and (iv) of the Pooling and
Servicing Agreement, Greenwood and the Trustee desire to amend Sections 1 and 9
of the Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements herein contained, each party agrees as follows for the benefit of
the other parties and for the benefit of the Certificateholders:
1. Definitions. Unless otherwise specified, capitalized terms used in this
Amendment shall have the same meanings ascribed to them in the Agreement.
2. Amendment to the Agreement.
(a) Effective as of the date hereof, Section 1 ("Definitions") of the
Agreement is amended by deleting the definition of "Available Subordinated
Amount" in its entirety and replacing it with the following:
"Available Subordinated Amount," if there is a Subordinate Class with
respect to Class A, shall mean, on a Distribution Date, the sum of
(a) (i) with respect to the first Distribution Date, the Initial
Subordinated Amount or (ii) with respect to any other Distribution Date,
the Available Subordinated Amount after giving effect to all adjustments on
the prior Distribution Date; and
(b) the amount of Series Excess Servicing;
as such amount may be (x) reduced pursuant to the provisions of Section 9 to
take into account (i) the amount of Class A and Class B Excess Servicing used to
reimburse the Class A Cumulative Investor Charged-Off Amount, (ii) the amount of
Class B Excess Servicing used to reduce the Class A Required Amount Shortfall,
(iii) the amount of the Class B Subordinated Payment and (iv) the amount of any
reduction in the Class B Investor Interest resulting from the reimbursement of
the Class A Cumulative Investor Charged-Off Amount, in each case for such
<PAGE> 3
Distribution Date, and (y) increased pursuant to the provisions of Section 9 to
take into account the application of amounts on deposit in the Group Finance
Charge Collections Reallocation Account (i) to reduce the Class B Required
Amount Shortfall, (ii) to reduce the Class B Cumulative Investor Charged-Off
Amount and (iii) to increase the Available Class B Credit Enhancement Amount, in
each case for such Distribution Date.
Upon the occurrence of a Supplemental Credit Enhancement Event, the Available
Subordinated Amount will be increased by the Supplemental Subordinated Amount.
In addition, on the first Distribution Date following an Effective Alternative
Credit Support Election, the Available Subordinated Amount shall be increased by
the Additional Subordinated Amount. In no event, however, shall the Available
Subordinated Amount exceed (i) through the last Distribution Date preceding an
Effective Alternative Credit Support Election, the Initial Subordinated Amount
plus the Supplemental Subordinated Amount and (ii) thereafter, the sum of the
Initial Subordinated Amount, the Supplemental Subordinated Amount and the
Additional Subordinated Amount.
(b) Effective as of the date hereof, Section 9 ("Allocations of
Collections") of the Agreement is amended as follows:
(1) Clause (24) of Section 9(b) shall be amended by deleting such
clause in its entirety and replacing it with the following:
(24) The allocations set forth in clauses (24)(A) and (24)(B) shall be
made, first, with respect to Class A, and then, if there is a Subordinate Class
with respect to Class A, the allocations set forth in clauses (24)(A) and
(24)(B) shall be made with respect to Class B, to the extent that funds are
available pursuant to this clause (24):
(A) An amount equal to the lesser of
(x) the Class Required Amount Shortfall and
(y) the product of
(1) a fraction the numerator of which is the Class Required Amount
Shortfall and the denominator of which is the sum of the Class
Required Amount Shortfalls for all Classes designated by the
same letter of the alphabet of all Series in the Group to which
the Series established hereby belongs (after giving effect to
provisions in the applicable Series Supplements substantially
similar to the clauses preceding this clause (24)) and
(2) the amount on deposit in the Group Finance Charge Collections
Reallocation Account before any withdrawals therefrom with
respect to any other Series pursuant to a comparable clause in
the applicable Series Supplements,
2
<PAGE> 4
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Distribution Account. The Class Required
Amount Shortfall shall be reduced by the amount of such deposit. The Available
Subordinated Amount shall be increased by the amount of any such deposit that
reduces the Class B Required Amount Shortfall.
(B) An amount equal to the lesser of
(x) the Class Cumulative Investor Charged-Off Amount and
(y) the product of
(1) a fraction the numerator of which is the Class Cumulative
Investor Charged-Off Amount and the denominator of which is the
sum of the Class Cumulative Investor Charged-Off Amounts for all
Classes designated by the same letter of the alphabet of all
Series in the Group to which the Series established hereby
belongs (after giving effect to provisions in the applicable
Series Supplements substantially similar to the clauses
preceding this clause (24)) and
(2) the amount on deposit in the Group Finance Charge Collections
Reallocation Account before any withdrawals therefrom with
respect to any other Series pursuant to a comparable clause in
the applicable Series Supplements,
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Principal Collections Account. The Class
Cumulative Investor Charged-Off Amount shall be reduced by the amount of such
deposit. The Available Subordinated Amount shall be increased by the amount of
any such deposit that reduces the Class B Cumulative Investor Charged-Off
Amount.
(2) Clause (25)(B) of Section 9(b) shall be amended by
deleting such clause in its entirety and replacing it with the following:
(B) If there is a Subordinate Class with respect to Class A,
an amount equal to the lesser of
(x) the amount by which the Available Class B Credit
Enhancement Amount is less than the Maximum Class B
Credit Enhancement Amount and
(y) the product of
3
<PAGE> 5
(1) a fraction, the numerator of which is the amount by which
the Available Class B Credit Enhancement Amount is less than
the Maximum Class B Credit Enhancement Amount and the
denominator of which is the sum of, for each Series in the
Group of which the Series established hereby is a member,
the amount by which the Available Class B Credit Enhancement
Amount for such Series is less than the Maximum Class B
Credit Enhancement Amount for such Series (after giving
effect to provisions in the applicable Series Supplements
substantially similar to the clauses preceding this clause
(25)) and
(2) the amount on deposit in the Group Finance Charge
Collections Reallocation Account before any withdrawals
therefrom with respect to any other Series pursuant to a
comparable clause in the applicable Series Supplements,
shall be withdrawn from the Group Finance Charge Collections
Reallocation Account and paid to the Trustee as administrator of the
Credit Enhancement for application in accordance with the provisions
of the Credit Enhancement Agreement. Each of the Available Class B
Credit Enhancement Amount and the Available Subordinated Amount
shall be increased by the amount of such deposit.
3. Effect Upon the Agreement. Except as specifically set forth
herein, the Agreement shall remain in full force and effect and is hereby
ratified and confirmed.
4. Counterparts. This Amendment may be executed in two or more
counterparts (and by different parties on separate counterparts), each of which
shall be an original, but all of which together shall constitute one and the
same instrument.
4
<PAGE> 6
IN WITNESS WHEREOF, Greenwood and the Trustee have caused this Amendment
to be duly executed by their respective officers as of the day and year first
above written.
GREENWOOD TRUST COMPANY,
as Master Servicer, Servicer and Seller
By: /s/ John J. Coane
-----------------
Name: John J. Coane
-----------------
Title: Vice President, Director of Accounting,
Treasurer and Assistant Secretary
---------------------------------
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: /s/ Patricia M. Trlak
---------------------
Name: Patricia M. Trlak
-----------------
Title: Vice President
--------------
5
<PAGE> 1
Exhibit 4.14
GREENWOOD TRUST COMPANY
Master Servicer, Servicer and Seller
and
U.S. BANK NATIONAL ASSOCIATION
Trustee
on behalf of the Certificateholders
FIRST AMENDMENT TO SERIES SUPPLEMENT
Dated as of August 26, 1997
to
POOLING AND SERVICING AGREEMENT
Dated as of October 1, 1993
$789,474,000
DISCOVER CARD MASTER TRUST I
SERIES 1997-1 CERTIFICATES
Dated as of
May 15, 1998
<PAGE> 2
THIS FIRST AMENDMENT TO THE SERIES 1997-1 SUPPLEMENT (the "Amendment"),
dated as of May 15, 1998, is entered into by and between GREENWOOD TRUST
COMPANY, a Delaware banking corporation, as Master Servicer, Servicer and Seller
("Greenwood") and U.S. BANK NATIONAL ASSOCIATION (formerly First Bank National
Association, successor trustee to Bank of America Illinois, formerly Continental
Bank, National Association), as Trustee (the "Trustee").
WHEREAS Greenwood and the Trustee have entered into the SERIES 1997-1
SUPPLEMENT (the "Agreement"), executed and delivered as of August 26, 1997 with
respect to the Series 1997-1 Certificates, pursuant to Section 6.06 of that
certain Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of October 1, 1993, as amended, relating to Discover Card Master Trust
I; and
WHEREAS pursuant to subsections 13.01(a)(ii) and (iv) of the Pooling and
Servicing Agreement, Greenwood and the Trustee desire to amend Sections 1 and 9
of the Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
herein contained, each party agrees as follows for the benefit of the other
parties and for the benefit of the Certificateholders:
1. Definitions. Unless otherwise specified, capitalized terms used in this
Amendment shall have the same meanings ascribed to them in the Agreement.
2. Amendment to the Agreement.
(a) Effective as of the date hereof, Section 1 ("Definitions") of
the Agreement is amended by deleting the definition of "Available Subordinated
Amount" in its entirety and replacing it with the following:
"Available Subordinated Amount," if there is a Subordinate Class with
respect to Class A, shall mean, on a Distribution Date, the sum of
(a) (i) with respect to the first Distribution Date, the Initial
Subordinated Amount or (ii) with respect to any other Distribution Date,
the Available Subordinated Amount after giving effect to all adjustments
on the prior Distribution Date; and
(b) the amount of Series Excess Servicing;
as such amount may be (x) reduced pursuant to the provisions of Section 9 to
take into account (i) the amount of Class A and Class B Excess Servicing used to
reimburse the Class A Cumulative Investor Charged-Off Amount, (ii) the amount of
Class B Excess Servicing used to reduce the Class A Required Amount Shortfall,
(iii) the amount of the Class B Subordinated Payment and (iv) the amount of any
reduction in the Class B Investor Interest resulting from the reimbursement of
the Class A Cumulative Investor Charged-Off Amount, in each case for such
<PAGE> 3
Distribution Date, and (y) increased pursuant to the provisions of Section 9 to
take into account the application of amounts on deposit in the Group Finance
Charge Collections Reallocation Account (i) to reduce the Class B Required
Amount Shortfall, (ii) to reduce the Class B Cumulative Investor Charged-Off
Amount and (iii) to increase the Available Class B Credit Enhancement Amount, in
each case for such Distribution Date.
Upon the occurrence of a Supplemental Credit Enhancement Event, the Available
Subordinated Amount will be increased by the Supplemental Subordinated Amount.
In addition, on the first Distribution Date following an Effective Alternative
Credit Support Election, the Available Subordinated Amount shall be increased by
the Additional Subordinated Amount. In no event, however, shall the Available
Subordinated Amount exceed (i) through the last Distribution Date preceding an
Effective Alternative Credit Support Election, the Initial Subordinated Amount
plus the Supplemental Subordinated Amount and (ii) thereafter, the sum of the
Initial Subordinated Amount, the Supplemental Subordinated Amount and the
Additional Subordinated Amount.
(b) Effective as of the date hereof, Section 9 ("Allocations of
Collections") of the Agreement is amended as follows:
(1) Clause (24) of Section 9(b) shall be amended by deleting such
clause in its entirety and replacing it with the following:
(24) The allocations set forth in clauses (24)(A) and (24)(B) shall be
made, first, with respect to Class A, and then, if there is a Subordinate Class
with respect to Class A, the allocations set forth in clauses (24)(A) and
(24)(B) shall be made with respect to Class B, to the extent that funds are
available pursuant to this clause (24):
(A) An amount equal to the lesser of
(x) the Class Required Amount Shortfall and
(y) the product of
(1) a fraction the numerator of which is the Class Required
Amount Shortfall and the denominator of which is the sum of
the Class Required Amount Shortfalls for all Classes
designated by the same letter of the alphabet of all Series
in the Group to which the Series established hereby belongs
(after giving effect to provisions in the applicable Series
Supplements substantially similar to the clauses preceding
this clause (24)) and
(2) the amount on deposit in the Group Finance Charge
Collections Reallocation Account before any withdrawals
therefrom with respect to any other Series pursuant to a
comparable clause in the applicable Series Supplements,
2
<PAGE> 4
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Distribution Account. The Class Required
Amount Shortfall shall be reduced by the amount of such deposit. The Available
Subordinated Amount shall be increased by the amount of any such deposit that
reduces the Class B Required Amount Shortfall.
(B) An amount equal to the lesser of
(x) the Class Cumulative Investor Charged-Off Amount and
(y) the product of
(1) a fraction the numerator of which is the Class Cumulative
Investor Charged-Off Amount and the denominator of which is
the sum of the Class Cumulative Investor Charged-Off Amounts
for all Classes designated by the same letter of the alphabet
of all Series in the Group to which the Series established
hereby belongs (after giving effect to provisions in the
applicable Series Supplements substantially similar to the
clauses preceding this clause (24)) and
(2) the amount on deposit in the Group Finance Charge Collections
Reallocation Account before any withdrawals therefrom with
respect to any other Series pursuant to a comparable clause
in the applicable Series Supplements,
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Principal Collections Account. The Class
Cumulative Investor Charged-Off Amount shall be reduced by the amount of such
deposit. The Available Subordinated Amount shall be increased by the amount of
any such deposit that reduces the Class B Cumulative Investor Charged-Off
Amount.
(2) Clause (25)(B) of Section 9(b) shall be amended by deleting such
clause in its entirety and replacing it with the following:
(B) If there is a Subordinate Class with respect to Class A, an
amount equal to the lesser of
(x) the amount by which the Available Class B Credit Enhancement
Amount is less than the Maximum Class B Credit Enhancement
Amount and
(y) the product of
3
<PAGE> 5
(1) a fraction, the numerator of which is the amount by
which the Available Class B Credit Enhancement
Amount is less than the Maximum Class B Credit
Enhancement Amount and the denominator of which is
the sum of, for each Series in the Group of which
the Series established hereby is a member, the
amount by which the Available Class B Credit
Enhancement Amount for such Series is less than the
Maximum Class B Credit Enhancement Amount for such
Series (after giving effect to provisions in the
applicable Series Supplements substantially similar
to the clauses preceding this clause (25)) and
(2) the amount on deposit in the Group Finance Charge
Collections Reallocation Account before any
withdrawals therefrom with respect to any other
Series pursuant to a comparable clause in the
applicable Series Supplements,
shall be withdrawn from the Group Finance Charge Collections
Reallocation Account and paid to the Trustee as administrator of
the Credit Enhancement for application in accordance with the
provisions of the Credit Enhancement Agreement. Each of the
Available Class B Credit Enhancement Amount and the Available
Subordinated Amount shall be increased by the amount of such
deposit.
3. Effect Upon the Agreement. Except as specifically set forth
herein, the Agreement shall remain in full force and effect and is hereby
ratified and confirmed.
4. Counterparts. This Amendment may be executed in two or more
counterparts (and by different parties on separate counterparts), each of which
shall be an original, but all of which together shall constitute one and the
same instrument.
4
<PAGE> 6
IN WITNESS WHEREOF, Greenwood and the Trustee have caused this Amendment to be
duly executed by their respective officers as of the day and year first above
written.
GREENWOOD TRUST COMPANY,
as Master Servicer, Servicer and Seller
By: /s/ John J. Coane
---------------------
Name: John J. Coane
---------------------
Title: Vice President, Director of Accounting,
Treasurer and Assistant Secretary
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: /s/ Patricia M. Trlak
---------------------
Name: Patricia M. Trlak
---------------------
Title: Vice President
---------------------
5
<PAGE> 1
Exhibit 4.15
GREENWOOD TRUST COMPANY
Master Servicer, Servicer and Seller
and
U.S. BANK NATIONAL ASSOCIATION
Trustee
on behalf of the Certificateholders
FIRST AMENDMENT TO SERIES SUPPLEMENT
Dated as of October 15, 1997
to
POOLING AND SERVICING AGREEMENT
Dated as of October 1, 1993
$526,316,000
DISCOVER CARD MASTER TRUST I
SERIES 1997-2 CERTIFICATES
Dated as of
May 15, 1998
<PAGE> 2
THIS FIRST AMENDMENT TO THE SERIES 1997-2 SUPPLEMENT (the "Amendment"),
dated as of May 15, 1998, is entered into by and between GREENWOOD TRUST
COMPANY, a Delaware banking corporation, as Master Servicer, Servicer and Seller
("Greenwood") and U.S. BANK NATIONAL ASSOCIATION (formerly First Bank National
Association, successor trustee to Bank of America Illinois, formerly Continental
Bank, National Association), as Trustee (the "Trustee").
WHEREAS Greenwood and the Trustee have entered into the SERIES 1997-2
SUPPLEMENT (the "Agreement"), executed and delivered as of October 15, 1997 with
respect to the Series 1997-2 Certificates, pursuant to Section 6.06 of that
certain Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of October 1, 1993, as amended, relating to Discover Card Master Trust
I; and
WHEREAS pursuant to subsections 13.01(a)(ii) and (iv) of the Pooling and
Servicing Agreement, Greenwood and the Trustee desire to amend Sections 1 and 9
of the Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
herein contained, each party agrees as follows for the benefit of the other
parties and for the benefit of the Certificateholders:
1. Definitions. Unless otherwise specified, capitalized terms used in this
Amendment shall have the same meanings ascribed to them in the Agreement.
2. Amendment to the Agreement.
(a) Effective as of the date hereof, Section 1 ("Definitions") of
the Agreement is amended by deleting the definition of "Available Subordinated
Amount" in its entirety and replacing it with the following:
"Available Subordinated Amount," if there is a Subordinate Class with
respect to Class A, shall mean, on a Distribution Date, the sum of
(a) (i) with respect to the first Distribution Date, the Initial
Subordinated Amount or (ii) with respect to any other Distribution Date,
the Available Subordinated Amount after giving effect to all adjustments on
the prior Distribution Date; and
(b) the amount of Series Excess Servicing;
as such amount may be (x) reduced pursuant to the provisions of Section 9 to
take into account (i) the amount of Class A and Class B Excess Servicing used to
reimburse the Class A Cumulative Investor Charged-Off Amount, (ii) the amount of
Class B Excess Servicing used to reduce the Class A Required Amount Shortfall,
(iii) the amount of the Class B Subordinated Payment and (iv) the amount of any
reduction in the Class B Investor Interest resulting from the reimbursement of
the Class A Cumulative Investor Charged-Off Amount, in each case for such
<PAGE> 3
Distribution Date, and (y) increased pursuant to the provisions of Section 9 to
take into account the application of amounts on deposit in the Group Finance
Charge Collections Reallocation Account (i) to reduce the Class B Required
Amount Shortfall, (ii) to reduce the Class B Cumulative Investor Charged-Off
Amount and (iii) to increase the Available Class B Credit Enhancement Amount,
in each case for such Distribution Date; provided, however, that from and after
the Fully Funded Date, if any, the Available Subordinated Amount will equal
zero.
Upon the occurrence of a Supplemental Credit Enhancement Event, the Available
Subordinated Amount will be increased by the Supplemental Subordinated Amount.
In addition, on the first Distribution Date following an Effective Alternative
Credit Support Election, the Available Subordinated Amount shall be increased by
the Additional Subordinated Amount. In no event, however, shall the Available
Subordinated Amount exceed (i) through the last Distribution Date preceding an
Effective Alternative Credit Support Election, the Initial Subordinated Amount
plus the Supplemental Subordinated Amount and (ii) thereafter, the sum of the
Initial Subordinated Amount, the Supplemental Subordinated Amount and the
Additional Subordinated Amount.
(b) Effective as of the date hereof, Section 9 ("Allocations of
Collections") of the Agreement is amended as follows:
(1) Clause (25) of Section 9(b) shall be amended by deleting such
clause in its entirety and replacing it with the following:
(25) The allocations set forth in clauses (25)(A) and (25)(B) shall be
made, first, with respect to Class A, and then, if there is a Subordinate Class
with respect to Class A, the allocations set forth in clauses (25)(A) and
(25)(B) shall be made with respect to Class B, to the extent that funds are
available pursuant to this clause (25):
(A) An amount equal to the lesser of
(x) the Class Required Amount Shortfall and
(y) the product of
(1) a fraction the numerator of which is the Class Required
Amount Shortfall and the denominator of which is the sum of
the Class Required Amount Shortfalls for all Classes
designated by the same letter of the alphabet of all Series
in the Group to which the Series established hereby belongs
(after giving effect to provisions in the applicable Series
Supplements substantially similar to the clauses preceding
this clause (25)) and
(2) the amount on deposit in the Group Finance Charge
2
<PAGE> 4
Collections Reallocation Account before any withdrawals
therefrom with respect to any other Series pursuant to
a comparable clause in the applicable Series
Supplements,
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Distribution Account. The Class Required
Amount Shortfall shall be reduced by the amount of such deposit. The Available
Subordinated Amount shall be increased by the amount of any such deposit that
reduces the Class B Required Amount Shortfall.
(B) An amount equal to the lesser of
(x) the Class Cumulative Investor Charged-Off Amount and
(y) the product of
(1) a fraction the numerator of which is the Class Cumulative
Investor Charged-Off Amount and the denominator of which is
the sum of the Class Cumulative Investor Charged-Off Amounts
for all Classes designated by the same letter of the alphabet
of all Series in the Group to which the Series established
hereby belongs (after giving effect to provisions in the
applicable Series Supplements substantially similar to the
clauses preceding this clause (25)) and
(2) the amount on deposit in the Group Finance Charge Collections
Reallocation Account before any withdrawals therefrom with
respect to any other Series pursuant to a comparable clause
in the applicable Series Supplements,
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Principal Collections Account. The Class
Cumulative Investor Charged-Off Amount shall be reduced by the amount of such
deposit. The Available Subordinated Amount shall be increased by the amount of
any such deposit that reduces the Class B Cumulative Investor Charged-Off
Amount.
(2) Clause (26)(B) of Section 9(b) shall be amended by deleting such
clause in its entirety and replacing it with the following:
(B) If there is a Subordinate Class with respect to Class A, an amount
equal to the lesser of
(x) the amount by which the Available Class B Credit
Enhancement Amount is less than the Maximum Class B
Credit Enhancement Amount and
3
<PAGE> 5
(y) the product of
(1) a fraction, the numerator of which is the amount by
which the Available Class B Credit Enhancement
Amount is less than the Maximum Class B Credit
Enhancement Amount and the denominator of which is
the sum of, for each Series in the Group of which
the Series established hereby is a member, the
amount by which the Available Class B Credit
Enhancement Amount for such Series is less than the
Maximum Class B Credit Enhancement Amount for such
Series (after giving effect to provisions in the
applicable Series Supplements substantially similar
to the clauses preceding this clause (26)) and
(2) the amount on deposit in the Group Finance Charge
Collections Reallocation Account before any
withdrawals therefrom with respect to any other
Series pursuant to a comparable clause in the
applicable Series Supplements,
shall be withdrawn from the Group Finance Charge Collections
Reallocation Account and paid to the Trustee as administrator of
the Credit Enhancement for application in accordance with the
provisions of the Credit Enhancement Agreement. Each of the
Available Class B Credit Enhancement Amount and the Available
Subordinated Amount shall be increased by the amount of such
deposit.
3. Effect Upon the Agreement. Except as specifically set forth
herein, the Agreement shall remain in full force and effect and is hereby
ratified and confirmed.
4. Counterparts. This Amendment may be executed in two or more
counterparts (and by different parties on separate counterparts), each of which
shall be an original, but all of which together shall constitute one and the
same instrument.
4
<PAGE> 6
IN WITNESS WHEREOF, Greenwood and the Trustee have caused this Amendment
to be duly executed by their respective officers as of the day and year first
above written.
GREENWOOD TRUST COMPANY,
as Master Servicer, Servicer and Seller
By: /s/ John J. Coane
-----------------
Name: John J. Coane
-----------------
Title: Vice President, Director of Accounting,
---------------------------------------
Treasurer and Assistant Secretary
---------------------------------------
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: /s/ Patricia M. Trlak
----------------------
Name: Patricia M. Trlak
----------------------
Title: Vice President
----------------------
5
<PAGE> 1
Exhibit 4.16
GREENWOOD TRUST COMPANY
Master Servicer, Servicer and Seller
and
U.S. BANK NATIONAL ASSOCIATION
Trustee
on behalf of the Certificateholders
FIRST AMENDMENT TO SERIES SUPPLEMENT
Dated as of October 23, 1997
to
POOLING AND SERVICING AGREEMENT
Dated as of October 1, 1993
$684,211,000
DISCOVER CARD MASTER TRUST I
SERIES 1997-3 CERTIFICATES
Dated as of
May 15, 1998
<PAGE> 2
THIS FIRST AMENDMENT TO THE SERIES 1997-3 SUPPLEMENT (the "Amendment"),
dated as of May 15, 1998, is entered into by and between GREENWOOD TRUST
COMPANY, a Delaware banking corporation, as Master Servicer, Servicer and Seller
("Greenwood") and U.S. BANK NATIONAL ASSOCIATION (formerly First Bank National
Association, successor trustee to Bank of America Illinois, formerly Continental
Bank, National Association), as Trustee (the "Trustee").
WHEREAS Greenwood and the Trustee have entered into the SERIES 1997-3
SUPPLEMENT (the "Agreement"), executed and delivered as of October 23, 1997 with
respect to the Series 1997-3 Certificates, pursuant to Section 6.06 of that
certain Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of October 1, 1993, as amended, relating to Discover Card Master Trust
I; and
WHEREAS pursuant to subsections 13.01(a)(ii) and (iv) of the Pooling and
Servicing Agreement, Greenwood and the Trustee desire to amend Sections 1 and 9
of the Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
herein contained, each party agrees as follows for the benefit of the other
parties and for the benefit of the Certificateholders:
1. Definitions. Unless otherwise specified, capitalized terms used in
this Amendment shall have the same meanings ascribed to them in the Agreement.
2. Amendment to the Agreement.
(a) Effective as of the date hereof, Section 1 ("Definitions") of the
Agreement is amended by deleting the definition of "Available Subordinated
Amount" in its entirety and replacing it with the following:
"Available Subordinated Amount," if there is a Subordinate Class with
respect to Class A, shall mean, on a Distribution Date, the sum of
(a) (i) with respect to the first Distribution Date, the Initial
Subordinated Amount or (ii) with respect to any other Distribution Date,
the Available Subordinated Amount after giving effect to all adjustments
on the prior Distribution Date; and
(b) the amount of Series Excess Servicing;
as such amount may be (x) reduced pursuant to the provisions of Section 9 to
take into account (i) the amount of Class A and Class B Excess Servicing used to
reimburse the Class A Cumulative Investor Charged-Off Amount, (ii) the amount of
Class B Excess Servicing used to reduce the Class A Required Amount Shortfall,
(iii) the amount of the Class B Subordinated Payment and (iv) the amount of any
reduction in the Class B Investor Interest resulting from the reimbursement of
the Class A Cumulative Investor Charged-Off Amount, in each case for such
<PAGE> 3
Distribution Date, and (y) increased pursuant to the provisions of Section 9 to
take into account the application of amounts on deposit in the Group Finance
Charge Collections Reallocation Account (i) to reduce the Class B Required
Amount Shortfall, (ii) to reduce the Class B Cumulative Investor Charged-Off
Amount and (iii) to increase the Available Class B Credit Enhancement Amount, in
each case for such Distribution Date; provided, however, that from and after
the Fully Funded Date, if any, the Available Subordinated Amount will equal
zero.
Upon the occurrence of a Supplemental Credit Enhancement Event, the Available
Subordinated Amount will be increased by the Supplemental Subordinated Amount.
In addition, on the first Distribution Date following an Effective Alternative
Credit Support Election, the Available Subordinated Amount shall be increased by
the Additional Subordinated Amount. In no event, however, shall the Available
Subordinated Amount exceed (i) through the last Distribution Date preceding an
Effective Alternative Credit Support Election, the Initial Subordinated Amount
plus the Supplemental Subordinated Amount and (ii) thereafter, the sum of the
Initial Subordinated Amount, the Supplemental Subordinated Amount and the
Additional Subordinated Amount.
(b) Effective as of the date hereof, Section 9 ("Allocations of
Collections") of the Agreement is amended as follows:
(1) Clause (25) of Section 9(b) shall be amended by deleting such
clause in its entirety and replacing it with the following:
(25) The allocations set forth in clauses (25)(A) and (25)(B) shall be
made, first, with respect to Class A, and then, if there is a Subordinate Class
with respect to Class A, the allocations set forth in clauses (25)(A) and
(25)(B) shall be made with respect to Class B, to the extent that funds are
available pursuant to this clause (25):
(A) An amount equal to the lesser of
(x) the Class Required Amount Shortfall and
(y) the product of
(1) a fraction the numerator of which is the Class Required
Amount Shortfall and the denominator of which is the sum of
the Class Required Amount Shortfalls for all Classes
designated by the same letter of the alphabet of all Series
in the Group to which the Series established hereby belongs
(after giving effect to provisions in the applicable Series
Supplements substantially similar to the clauses preceding
this clause (25)) and
(2) the amount on deposit in the Group Finance Charge
2
<PAGE> 4
Collections Reallocation Account before any
withdrawals therefrom with respect to any other
Series pursuant to a comparable clause in the
applicable Series Supplements,
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Distribution Account. The Class Required
Amount Shortfall shall be reduced by the amount of such deposit. The Available
Subordinated Amount shall be increased by the amount of any such deposit that
reduces the Class B Required Amount Shortfall.
(B) An amount equal to the lesser of
(x) the Class Cumulative Investor Charged-Off Amount and
(y) the product of
(1) a fraction the numerator of which is the Class Cumulative
Investor Charged-Off Amount and the denominator of which is
the sum of the Class Cumulative Investor Charged-Off Amounts
for all Classes designated by the same letter of the alphabet
of all Series in the Group to which the Series established
hereby belongs (after giving effect to provisions in the
applicable Series Supplements substantially similar to the
clauses preceding this clause (25)) and
(2) the amount on deposit in the Group Finance Charge Collections
Reallocation Account before any withdrawals therefrom with
respect to any other Series pursuant to a comparable clause
in the applicable Series Supplements,
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Principal Collections Account. The Class
Cumulative Investor Charged-Off Amount shall be reduced by the amount of such
deposit. The Available Subordinated Amount shall be increased by the amount of
any such deposit that reduces the Class B Cumulative Investor Charged-Off
Amount.
(2) Clause (26)(B) of Section 9(b) shall be amended by deleting such
clause in its entirety and replacing it with the following:
(B) If there is a Subordinate Class with respect to Class A, an amount
equal to the lesser of
(x) the amount by which the Available Class B Credit Enhancement
Amount is less than the Maximum Class B Credit Enhancement Amount
and
3
<PAGE> 5
(y) the product of
(1) a fraction, the numerator of which is the amount
by which the Available Class B Credit Enhancement
Amount is less than the Maximum Class B Credit
Enhancement Amount and the denominator of which is
the sum of, for each Series in the Group of which
the Series established hereby is a member, the
amount by which the Available Class B Credit
Enhancement Amount for such Series is less than
the Maximum Class B Credit Enhancement Amount for
such Series (after giving effect to provisions in
the applicable Series Supplements substantially
similar to the clauses preceding this clause (26))
and
(2) the amount on deposit in the Group Finance Charge
Collections Reallocation Account before any
withdrawals therefrom with respect to any other
Series pursuant to a comparable clause in the
applicable Series Supplements,
shall be withdrawn from the Group Finance Charge Collections
Reallocation Account and paid to the Trustee as administrator of
the Credit Enhancement for application in accordance with the
provisions of the Credit Enhancement Agreement. Each of the
Available Class B Credit Enhancement Amount and the Available
Subordinated Amount shall be increased by the amount of such
deposit.
3. Effect Upon the Agreement. Except as specifically set forth
herein, the Agreement shall remain in full force and effect and is hereby
ratified and confirmed.
4. Counterparts. This Amendment may be executed in two or more
counterparts (and by different parties on separate counterparts), each of which
shall be an original, but all of which together shall constitute one and the
same instrument.
4
<PAGE> 6
IN WITNESS WHEREOF, Greenwood and the Trustee have caused this Amendment to
be duly executed by their respective officers as of the day and year first above
written.
GREENWOOD TRUST COMPANY,
as Master Servicer, Servicer and Seller
By: /s/ John J. Coane
-----------------
Name: John J. Coane
-----------------
Title: Vice President, Director of Accounting,
---------------------------------------
Treasurer and Assistant Secretary
---------------------------------------
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: /s/ Patricia M. Trlak
---------------------------
Name: Patricia M. Trlak
---------------------------
Title: Vice President
---------------------------
5
<PAGE> 1
Exhibit 4.17
GREENWOOD TRUST COMPANY
Master Servicer, Servicer and Seller
and
U.S. BANK NATIONAL ASSOCIATION
Trustee
on behalf of the Certificateholders
FIRST AMENDMENT TO SERIES SUPPLEMENT
Dated as of October 31, 1997
to
POOLING AND SERVICING AGREEMENT
Dated as of October 1, 1993
$789,474,000
DISCOVER CARD MASTER TRUST I
SERIES 1997-4 CERTIFICATES
Dated as of
May 15, 1998
<PAGE> 2
THIS FIRST AMENDMENT TO THE SERIES 1997-4 SUPPLEMENT (the "Amendment"),
dated as of May 15, 1998, is entered into by and between GREENWOOD TRUST
COMPANY, a Delaware banking corporation, as Master Servicer, Servicer and Seller
("Greenwood") and U.S. BANK NATIONAL ASSOCIATION (formerly First Bank National
Association, successor trustee to Bank of America Illinois, formerly Continental
Bank, National Association), as Trustee (the "Trustee").
WHEREAS Greenwood and the Trustee have entered into the SERIES 1997-4
SUPPLEMENT (the "Agreement"), executed and delivered as of October 31, 1997 with
respect to the Series 1997-4 Certificates, pursuant to Section 6.06 of that
certain Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of October 1, 1993, as amended, relating to Discover Card Master Trust
I; and
WHEREAS pursuant to subsections 13.01(a)(ii) and (iv) of the Pooling and
Servicing Agreement, Greenwood and the Trustee desire to amend Sections 1 and 9
of the Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements herein contained, each party agrees as follows for the benefit of
the other parties and for the benefit of the Certificateholders:
1. Definitions. Unless otherwise specified, capitalized terms used in
this Amendment shall have the same meanings ascribed to them in the Agreement.
2. Amendment to the Agreement.
(a) Effective as of the date hereof, Section 1 ("Definitions") of the
Agreement is amended by deleting the definition of "Available Subordinated
Amount" in its entirety and replacing it with the following:
"Available Subordinated Amount," if there is a Subordinate Class with
respect to Class A, shall mean, on a Distribution Date, the sum of
(a) (i) with respect to the first Distribution Date, the Initial
Subordinated Amount or (ii) with respect to any other Distribution Date,
the Available Subordinated Amount after giving effect to all adjustments
on the prior Distribution Date; and
(b) the amount of Series Excess Servicing;
as such amount may be (x) reduced pursuant to the provisions of Section 9 to
take into account (i) the amount of Class A and Class B Excess Servicing used to
reimburse the Class A Cumulative Investor Charged-Off Amount, (ii) the amount of
Class B Excess Servicing used to reduce the Class A Required Amount Shortfall,
(iii) the amount of the Class B Subordinated Payment and (iv) the amount of any
reduction in the Class B Investor Interest resulting from the reimbursement of
the Class A Cumulative Investor Charged-Off Amount, in each case for such
<PAGE> 3
Distribution Date, and (y) increased pursuant to the provisions of Section 9 to
take into account the application of amounts on deposit in the Group Finance
Charge Collections Reallocation Account (i) to reduce the Class B Required
Amount Shortfall, (ii) to reduce the Class B Cumulative Investor Charged-Off
Amount and (iii) to increase the Available Class B Credit Enhancement Amount, in
each case for such Distribution Date; provided, however, that from and after
the Fully Funded Date, if any, the Available Subordinated Amount will equal
zero.
Upon the occurrence of a Supplemental Credit Enhancement Event, the Available
Subordinated Amount will be increased by the Supplemental Subordinated Amount.
In addition, on the first Distribution Date following an Effective Alternative
Credit Support Election, the Available Subordinated Amount shall be increased by
the Additional Subordinated Amount. In no event, however, shall the Available
Subordinated Amount exceed (i) through the last Distribution Date preceding an
Effective Alternative Credit Support Election, the Initial Subordinated Amount
plus the Supplemental Subordinated Amount and (ii) thereafter, the sum of the
Initial Subordinated Amount, the Supplemental Subordinated Amount and the
Additional Subordinated Amount.
(b) Effective as of the date hereof, Section 9 ("Allocations of
Collections") of the Agreement is amended as follows:
(1) Clause (25) of Section 9(b) shall be amended by deleting such
clause in its entirety and replacing it with the following:
(25) The allocations set forth in clauses (25)(A) and (25)(B) shall be
made, first, with respect to Class A, and then, if there is a Subordinate Class
with respect to Class A, the allocations set forth in clauses (25)(A) and
(25)(B) shall be made with respect to Class B, to the extent that funds are
available pursuant to this clause (25):
(A) An amount equal to the lesser of
(x) the Class Required Amount Shortfall and
(y) the product of
(1) a fraction the numerator of which is the Class Required
Amount Shortfall and the denominator of which is the sum
of the Class Required Amount Shortfalls for all Classes
designated by the same letter of the alphabet of all
Series in the Group to which the Series established hereby
belongs (after giving effect to provisions in the
applicable Series Supplements substantially similar to the
clauses preceding this clause (25)) and
(2) the amount on deposit in the Group Finance Charge
2
<PAGE> 4
Collections Reallocation Account before any
withdrawals therefrom with respect to any other
Series pursuant to a comparable clause in the
applicable Series Supplements,
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Distribution Account. The Class Required
Amount Shortfall shall be reduced by the amount of such deposit. The Available
Subordinated Amount shall be increased by the amount of any such deposit that
reduces the Class B Required Amount Shortfall.
(B) An amount equal to the lesser of
(x) the Class Cumulative Investor Charged-Off Amount and
(y) the product of
(1) a fraction the numerator of which is the Class
Cumulative Investor Charged-Off Amount and the
denominator of which is the sum of the Class
Cumulative Investor Charged-Off Amounts for all
Classes designated by the same letter of the
alphabet of all Series in the Group to which the
Series established hereby belongs (after giving
effect to provisions in the applicable Series
Supplements substantially similar to the clauses
preceding this clause (25)) and
(2) the amount on deposit in the Group Finance Charge
Collections Reallocation Account before any
withdrawals therefrom with respect to any other
Series pursuant to a comparable clause in the
applicable Series Supplements,
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Principal Collections Account. The Class
Cumulative Investor Charged-Off Amount shall be reduced by the amount of such
deposit. The Available Subordinated Amount shall be increased by the amount of
any such deposit that reduces the Class B Cumulative Investor Charged-Off
Amount.
(2) Clause (26)(B) of Section 9(b) shall be amended by deleting
such clause in its entirety and replacing it with the following:
(B) If there is a Subordinate Class with respect to Class A, an
amount equal to the lesser of
(x) the amount by which the Available Class B Credit Enhancement
Amount is less than the Maximum Class B Credit Enhancement
Amount and
3
<PAGE> 5
(y) the product of
(1) a fraction, the numerator of which is the amount by
which the Available Class B Credit Enhancement
Amount is less than the Maximum Class B Credit
Enhancement Amount and the denominator of which is
the sum of, for each Series in the Group of which
the Series established hereby is a member, the
amount by which the Available Class B Credit
Enhancement Amount for such Series is less than the
Maximum Class B Credit Enhancement Amount for such
Series (after giving effect to provisions in the
applicable Series Supplements substantially similar
to the clauses preceding this clause (26)) and
(2) the amount on deposit in the Group Finance Charge
Collections Reallocation Account before any
withdrawals therefrom with respect to any other
Series pursuant to a comparable clause in the
applicable Series Supplements,
shall be withdrawn from the Group Finance Charge Collections
Reallocation Account and paid to the Trustee as administrator of
the Credit Enhancement for application in accordance with the
provisions of the Credit Enhancement Agreement. Each of the
Available Class B Credit Enhancement Amount and the Available
Subordinated Amount shall be increased by the amount of such
deposit.
3. Effect Upon the Agreement. Except as specifically set forth
herein, the Agreement shall remain in full force and effect and is hereby
ratified and confirmed.
4. Counterparts. This Amendment may be executed in two or more
counterparts (and by different parties on separate counterparts), each of which
shall be an original, but all of which together shall constitute one and the
same instrument.
4
<PAGE> 6
IN WITNESS WHEREOF, Greenwood and the Trustee have caused this Amendment
to be duly executed by their respective officers as of the day and year first
above written.
GREENWOOD TRUST COMPANY,
as Master Servicer, Servicer and Seller
By: /s/ John J. Coane
-----------------
Name: John J. Coane
-----------------
Title: Vice President, Director of Accounting,
---------------------------------------
Treasurer and Assistant Secretary
---------------------------------------
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: /s/ Patricia M. Trlak
-----------------------
Name: Patricia M. Trlak
-----------------------
Title: Vice President
-----------------------
5
<PAGE> 1
Exhibit 4.18
GREENWOOD TRUST COMPANY
Master Servicer, Servicer and Seller
and
U.S. BANK NATIONAL ASSOCIATION
Trustee
on behalf of the Certificateholders
FIRST AMENDMENT TO SERIES SUPPLEMENT
Dated as of January 14, 1998
to
POOLING AND SERVICING AGREEMENT
Dated as of October 1, 1993
$368,422,000
DISCOVER CARD MASTER TRUST I
SERIES 1998-1 CERTIFICATES
Dated as of
May 15, 1998
<PAGE> 2
THIS FIRST AMENDMENT TO THE SERIES 1998-1 SUPPLEMENT (the "Amendment"),
dated as of May 15, 1998, is entered into by and between GREENWOOD TRUST
COMPANY, a Delaware banking corporation, as Master Servicer, Servicer and Seller
("Greenwood") and U.S. BANK NATIONAL ASSOCIATION (formerly First Bank National
Association, successor trustee to Bank of America Illinois, formerly Continental
Bank, National Association), as Trustee (the "Trustee").
WHEREAS Greenwood and the Trustee have entered into the SERIES 1998-1
SUPPLEMENT (the "Agreement"), executed and delivered as of January 14, 1998 with
respect to the Series 1998-1 Certificates, pursuant to Section 6.06 of that
certain Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of October 1, 1993, as amended, relating to Discover Card Master Trust
I; and
WHEREAS pursuant to subsections 13.01(a)(ii) and (iv) of the Pooling and
Servicing Agreement, Greenwood and the Trustee desire to amend Sections 1 and 9
of the Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
herein contained, each party agrees as follows for the benefit of the other
parties and for the benefit of the Certificateholders:
1. Definitions. Unless otherwise specified, capitalized terms used in this
Amendment shall have the same meanings ascribed to them in the Agreement.
2. Amendment to the Agreement.
(a) Effective as of the date hereof, Section 1 ("Definitions") of the
Agreement is amended by deleting the definition of "Available Subordinated
Amount" in its entirety and replacing it with the following:
"Available Subordinated Amount," if there is a Subordinate Class with
respect to Class A, shall mean, on a Distribution Date, the sum of
(a) (i) with respect to the first Distribution Date, the Initial
Subordinated Amount or (ii) with respect to any other Distribution Date,
the Available Subordinated Amount after giving effect to all adjustments
on the prior Distribution Date; and
(b) the amount of Series Excess Servicing;
as such amount may be (x) reduced pursuant to the provisions of Section 9 to
take into account (i) the amount of Class A and Class B Excess Servicing used to
reimburse the Class A Cumulative Investor Charged-Off Amount, (ii) the amount of
Class B Excess Servicing used to reduce the Class A Required Amount Shortfall,
(iii) the amount of the Class B Subordinated Payment and (iv) the amount of any
reduction in the Class B Investor Interest resulting from the reimbursement of
the Class A Cumulative Investor Charged-Off Amount, in each case for such
<PAGE> 3
Distribution Date, and (y) increased pursuant to the provisions of Section 9 to
take into account the application of amounts on deposit in the Group Finance
Charge Collections Reallocation Account (i) to reduce the Class B Required
Amount Shortfall, (ii) to reduce the Class B Cumulative Investor Charged-Off
Amount and (iii) to increase the Available Class B Credit Enhancement Amount, in
each case for such Distribution Date; provided, however, that from and after
the Fully Funded Date, if any, the Available Subordinated Amount will equal
zero.
Upon the occurrence of a Supplemental Credit Enhancement Event, the Available
Subordinated Amount will be increased by the Supplemental Subordinated Amount.
In addition, on the first Distribution Date following an Effective Alternative
Credit Support Election, the Available Subordinated Amount shall be increased by
the Additional Subordinated Amount. In no event, however, shall the Available
Subordinated Amount exceed (i) through the last Distribution Date preceding an
Effective Alternative Credit Support Election, the Initial Subordinated Amount
plus the Supplemental Subordinated Amount and (ii) thereafter, the sum of the
Initial Subordinated Amount, the Supplemental Subordinated Amount and the
Additional Subordinated Amount.
(b) Effective as of the date hereof, Section 9 ("Allocations of
Collections") of the Agreement is amended as follows:
(1) Clause (25) of Section 9(b) shall be amended by deleting such
clause in its entirety and replacing it with the following:
(25) The allocations set forth in clauses (25)(A) and (25)(B) shall be
made, first, with respect to Class A, and then, if there is a Subordinate Class
with respect to Class A, the allocations set forth in clauses (25)(A) and
(25)(B) shall be made with respect to Class B, to the extent that funds are
available pursuant to this clause (25):
(A) An amount equal to the lesser of
(x) the Class Required Amount Shortfall and
(y) the product of
(1) a fraction the numerator of which is the Class Required
Amount Shortfall and the denominator of which is the sum of
the Class Required Amount Shortfalls for all Classes
designated by the same letter of the alphabet of all Series
in the Group to which the Series established hereby belongs
(after giving effect to provisions in the applicable Series
Supplements substantially similar to the clauses preceding
this clause (25)) and
(2) the amount on deposit in the Group Finance Charge
2
<PAGE> 4
Collections Reallocation Account before any
withdrawals therefrom with respect to any other
Series pursuant to a comparable clause in the
applicable Series Supplements,
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Distribution Account. The Class Required
Amount Shortfall shall be reduced by the amount of such deposit. The Available
Subordinated Amount shall be increased by the amount of any such deposit that
reduces the Class B Required Amount Shortfall.
(B) An amount equal to the lesser of
(x) the Class Cumulative Investor Charged-Off Amount and
(y) the product of
(1) a fraction the numerator of which is the Class
Cumulative Investor Charged-Off Amount and the
denominator of which is the sum of the Class
Cumulative Investor Charged-Off Amounts for all
Classes designated by the same letter of the
alphabet of all Series in the Group to which the
Series established hereby belongs (after giving
effect to provisions in the applicable Series
Supplements substantially similar to the clauses
preceding this clause (25)) and
(2) the amount on deposit in the Group Finance Charge
Collections Reallocation Account before any
withdrawals therefrom with respect to any other
Series pursuant to a comparable clause in the
applicable Series Supplements,
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Principal Collections Account. The Class
Cumulative Investor Charged-Off Amount shall be reduced by the amount of such
deposit. The Available Subordinated Amount shall be increased by the amount of
any such deposit that reduces the Class B Cumulative Investor Charged-Off
Amount.
(2) Clause (26)(B) of Section 9(b) shall be amended by deleting
such clause in its entirety and replacing it with the following:
(B) If there is a Subordinate Class with respect to Class A, an
amount equal to the lesser of
(x) the amount by which the Available Class B Credit
Enhancement Amount is less than the Maximum Class B
Credit Enhancement Amount and
3
<PAGE> 5
(y) the product of
(1) a fraction, the numerator of which is the amount by
which the Available Class B Credit Enhancement
Amount is less than the Maximum Class B Credit
Enhancement Amount and the denominator of which is
the sum of, for each Series in the Group of which
the Series established hereby is a member, the
amount by which the Available Class B Credit
Enhancement Amount for such Series is less than the
Maximum Class B Credit Enhancement Amount for such
Series (after giving effect to provisions in the
applicable Series Supplements substantially similar
to the clauses preceding this clause (26)) and
(2) the amount on deposit in the Group Finance Charge
Collections Reallocation Account before any
withdrawals therefrom with respect to any other
Series pursuant to a comparable clause in the
applicable Series Supplements,
shall be withdrawn from the Group Finance Charge Collections
Reallocation Account and paid to the Trustee as administrator of the
Credit Enhancement for application in accordance with the provisions
of the Credit Enhancement Agreement. Each of the Available Class B
Credit Enhancement Amount and the Available Subordinated Amount
shall be increased by the amount of such deposit.
3. Effect Upon the Agreement. Except as specifically set forth
herein, the Agreement shall remain in full force and effect and is hereby
ratified and confirmed.
4. Counterparts. This Amendment may be executed in two or more
counterparts (and by different parties on separate counterparts), each of which
shall be an original, but all of which together shall constitute one and the
same instrument.
4
<PAGE> 6
IN WITNESS WHEREOF, Greenwood and the Trustee have caused this Amendment to
be duly executed by their respective officers as of the day and year first above
written.
GREENWOOD TRUST COMPANY,
as Master Servicer, Servicer and Seller
By: /s/ John J. Coane
-----------------
Name: John J. Coane
-----------------
Title: Vice President, Director of Accounting,
---------------------------------------
Treasurer and Assistant Secretary
---------------------------------------
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: /s/ Patricia M. Trlak
-------------------------
Name: Patricia M. Trlak
-------------------------
Title: Vice President
-------------------------
5
<PAGE> 1
Exhibit 4.19
GREENWOOD TRUST COMPANY
Master Servicer, Servicer and Seller
and
U.S. BANK NATIONAL ASSOCIATION
Trustee
on behalf of the Certificateholders
FIRST AMENDMENT TO SERIES SUPPLEMENT
Dated as of March 4, 1998
to
POOLING AND SERVICING AGREEMENT
Dated as of October 1, 1993
$526,316,000
DISCOVER CARD MASTER TRUST I
SERIES 1998-2 CERTIFICATES
Dated as of
May 15, 1998
<PAGE> 2
THIS FIRST AMENDMENT TO THE SERIES 1998-2 SUPPLEMENT (the "Amendment"),
dated as of May 15, 1998, is entered into by and between GREENWOOD TRUST
COMPANY, a Delaware banking corporation, as Master Servicer, Servicer and Seller
("Greenwood") and U.S. BANK NATIONAL ASSOCIATION (formerly First Bank National
Association, successor trustee to Bank of America Illinois, formerly Continental
Bank, National Association), as Trustee (the "Trustee").
WHEREAS Greenwood and the Trustee have entered into the SERIES 1998-2
SUPPLEMENT (the "Agreement"), executed and delivered as of March 4, 1998 with
respect to the Series 1998-2 Certificates, pursuant to Section 6.06 of that
certain Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of October 1, 1993, as amended, relating to Discover Card Master Trust
I; and
WHEREAS pursuant to subsections 13.01(a)(ii) and (iv) of the Pooling and
Servicing Agreement, Greenwood and the Trustee desire to amend Sections 1 and 9
of the Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
herein contained, each party agrees as follows for the benefit of the other
parties and for the benefit of the Certificateholders:
1. Definitions. Unless otherwise specified, capitalized terms used in this
Amendment shall have the same meanings ascribed to them in the Agreement.
2. Amendment to the Agreement.
(a) Effective as of the date hereof, Section 1 ("Definitions") of the
Agreement is amended by deleting the definition of "Available Subordinated
Amount" in its entirety and replacing it with the following:
"Available Subordinated Amount," if there is a Subordinate Class with
respect to Class A, shall mean, on a Distribution Date, the sum of
(a) (i) with respect to the first Distribution Date, the Initial
Subordinated Amount or (ii) with respect to any other Distribution Date,
the Available Subordinated Amount after giving effect to all adjustments
on the prior Distribution Date; and
(b) the amount of Series Excess Servicing;
as such amount may be (x) reduced pursuant to the provisions of Section 9 to
take into account (i) the amount of Class A and Class B Excess Servicing used to
reimburse the Class A Cumulative Investor Charged-Off Amount, (ii) the amount of
Class B Excess Servicing used to reduce the Class A Required Amount Shortfall,
(iii) the amount of the Class B Subordinated Payment and (iv) the amount of any
reduction in the Class B Investor Interest resulting from the reimbursement of
the Class A Cumulative Investor Charged-Off Amount, in each case for such
<PAGE> 3
Distribution Date, and (y) increased pursuant to the provisions of Section 9 to
take into account the application of amounts on deposit in the Group Finance
Charge Collections Reallocation Account (i) to reduce the Class B Required
Amount Shortfall, (ii) to reduce the Class B Cumulative Investor Charged-Off
Amount and (iii) to increase the Available Class B Credit Enhancement Amount, in
each case for such Distribution Date; provided, however, that from and after
the Fully Funded Date, if any, the Available Subordinated Amount will equal
zero.
Upon the occurrence of a Supplemental Credit Enhancement Event, the Available
Subordinated Amount will be increased by the Supplemental Subordinated Amount.
In addition, on the first Distribution Date following an Effective Alternative
Credit Support Election, the Available Subordinated Amount shall be increased by
the Additional Subordinated Amount. In no event, however, shall the Available
Subordinated Amount exceed (i) through the last Distribution Date preceding an
Effective Alternative Credit Support Election, the Initial Subordinated Amount
plus the Supplemental Subordinated Amount and (ii) thereafter, the sum of the
Initial Subordinated Amount, the Supplemental Subordinated Amount and the
Additional Subordinated Amount.
(b) Effective as of the date hereof, Section 9 ("Allocations of
Collections") of the Agreement is amended as follows:
(1) Clause (25) of Section 9(b) shall be amended by deleting such
clause in its entirety and replacing it with the following:
(25) The allocations set forth in clauses (25)(A) and (25)(B) shall be
made, first, with respect to Class A, and then, if there is a Subordinate Class
with respect to Class A, the allocations set forth in clauses (25)(A) and
(25)(B) shall be made with respect to Class B, to the extent that funds are
available pursuant to this clause (25):
(A) An amount equal to the lesser of
(x) the Class Required Amount Shortfall and
(y) the product of
(1) a fraction the numerator of which is the Class Required
Amount Shortfall and the denominator of which is the sum
of the Class Required Amount Shortfalls for all Classes
designated by the same letter of the alphabet of all
Series in the Group to which the Series established
hereby belongs (after giving effect to provisions in the
applicable Series Supplements substantially similar to
the clauses preceding this clause (25)) and
(2) the amount on deposit in the Group Finance Charge
2
<PAGE> 4
Collections Reallocation Account before any withdrawals
therefrom with respect to any other Series pursuant to a
comparable clause in the applicable Series Supplements,
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Distribution Account. The Class Required
Amount Shortfall shall be reduced by the amount of such deposit. The Available
Subordinated Amount shall be increased by the amount of any such deposit that
reduces the Class B Required Amount Shortfall.
(B) An amount equal to the lesser of
(x) the Class Cumulative Investor Charged-Off Amount and
(y) the product of
(1) a fraction the numerator of which is the Class
Cumulative Investor Charged-Off Amount and the
denominator of which is the sum of the Class Cumulative
Investor Charged-Off Amounts for all Classes designated
by the same letter of the alphabet of all Series in the
Group to which the Series established hereby belongs
(after giving effect to provisions in the applicable
Series Supplements substantially similar to the clauses
preceding this clause (25)) and
(2) the amount on deposit in the Group Finance Charge
Collections Reallocation Account before any withdrawals
therefrom with respect to any other Series pursuant to a
comparable clause in the applicable Series Supplements,
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Principal Collections Account. The Class
Cumulative Investor Charged-Off Amount shall be reduced by the amount of such
deposit. The Available Subordinated Amount shall be increased by the amount of
any such deposit that reduces the Class B Cumulative Investor Charged-Off
Amount.
(2) Clause (26)(B) of Section 9(b) shall be amended by deleting such
clause in its entirety and replacing it with the following:
(B) If there is a Subordinate Class with respect to Class A, an
amount equal to the lesser of
(x) the amount by which the Available Class B Credit Enhancement
Amount is less than the Maximum Class B Credit Enhancement
Amount and
3
<PAGE> 5
(y) the product of
(1) a fraction, the numerator of which is the amount
by which the Available Class B Credit Enhancement
Amount is less than the Maximum Class B Credit
Enhancement Amount and the denominator of which is
the sum of, for each Series in the Group of which
the Series established hereby is a member, the
amount by which the Available Class B Credit
Enhancement Amount for such Series is less than
the Maximum Class B Credit Enhancement Amount for
such Series (after giving effect to provisions in
the applicable Series Supplements substantially
similar to the clauses preceding this clause (26))
and
(2) the amount on deposit in the Group Finance Charge
Collections Reallocation Account before any
withdrawals therefrom with respect to any other
Series pursuant to a comparable clause in the
applicable Series Supplements,
shall be withdrawn from the Group Finance Charge Collections
Reallocation Account and paid to the Trustee as administrator of
the Credit Enhancement for application in accordance with the
provisions of the Credit Enhancement Agreement. Each of the
Available Class B Credit Enhancement Amount and the Available
Subordinated Amount shall be increased by the amount of such
deposit.
3. Effect Upon the Agreement. Except as specifically set forth
herein, the Agreement shall remain in full force and effect and is hereby
ratified and confirmed.
4. Counterparts. This Amendment may be executed in two or more
counterparts (and by different parties on separate counterparts), each of which
shall be an original, but all of which together shall constitute one and the
same instrument.
4
<PAGE> 6
IN WITNESS WHEREOF, Greenwood and the Trustee have caused this Amendment to be
duly executed by their respective officers as of the day and year first above
written.
GREENWOOD TRUST COMPANY,
as Master Servicer, Servicer and Seller
By: /s/ John J. Coane
-----------------
Name: John J. Coane
-----------------
Title: Vice President, Director of Accounting,
----------------------------------------
Treasurer and Assistant Secretary
----------------------------------------
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: /s/ Patricia M. Trlak
---------------------------
Name: Patricia M. Trlak
---------------------------
Title: Vice President
---------------------------
5
<PAGE> 1
Exhibit 4.20
GREENWOOD TRUST COMPANY
Master Servicer, Servicer and Seller
and
U.S. BANK NATIONAL ASSOCIATION
Trustee
on behalf of the Certificateholders
FIRST AMENDMENT TO SERIES SUPPLEMENT
Dated as of March 25, 1998
to
POOLING AND SERVICING AGREEMENT
Dated as of October 1, 1993
$789,474,000
DISCOVER CARD MASTER TRUST I
SERIES 1998-3 CERTIFICATES
Dated as of
May 15, 1998
<PAGE> 2
THIS FIRST AMENDMENT TO THE SERIES 1998-3 SUPPLEMENT (the "Amendment"),
dated as of May 15, 1998, is entered into by and between GREENWOOD TRUST
COMPANY, a Delaware banking corporation, as Master Servicer, Servicer and Seller
("Greenwood") and U.S. BANK NATIONAL ASSOCIATION (formerly First Bank National
Association, successor trustee to Bank of America Illinois, formerly Continental
Bank, National Association), as Trustee (the "Trustee").
WHEREAS Greenwood and the Trustee have entered into the SERIES 1998-3
SUPPLEMENT (the "Agreement"), executed and delivered as of March 25, 1998 with
respect to the Series 1998-3 Certificates, pursuant to Section 6.06 of that
certain Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of October 1, 1993, as amended, relating to Discover Card Master Trust
I; and
WHEREAS pursuant to subsections 13.01(a)(ii) and (iv) of the Pooling and
Servicing Agreement, Greenwood and the Trustee desire to amend Sections 1 and 9
of the Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
herein contained, each party agrees as follows for the benefit of the other
parties and for the benefit of the Certificateholders:
1. Definitions. Unless otherwise specified, capitalized terms used in this
Amendment shall have the same meanings ascribed to them in the Agreement.
2. Amendment to the Agreement.
(a) Effective as of the date hereof, Section 1 ("Definitions") of
the Agreement is amended by deleting the definition of "Available Subordinated
Amount" in its entirety and replacing it with the following:
"Available Subordinated Amount," if there is a Subordinate Class with
respect to Class A, shall mean, on a Distribution Date, the sum of
(a) (i) with respect to the first Distribution Date, the Initial
Subordinated Amount or (ii) with respect to any other Distribution
Date, the Available Subordinated Amount after giving effect to all
adjustments on the prior Distribution Date; and
(b) the amount of Series Excess Servicing;
as such amount may be (x) reduced pursuant to the provisions of Section 9 to
take into account (i) the amount of Class A and Class B Excess Servicing used to
reimburse the Class A Cumulative Investor Charged-Off Amount, (ii) the amount of
Class B Excess Servicing used to reduce the Class A Required Amount Shortfall,
(iii) the amount of the Class B Subordinated Payment and (iv) the amount of any
reduction in the Class B Investor Interest resulting from the reimbursement of
the Class A Cumulative Investor Charged-Off Amount, in each case for such
<PAGE> 3
Distribution Date, and (y) increased pursuant to the provisions of Section 9 to
take into account the application of amounts on deposit in the Group Finance
Charge Collections Reallocation Account (i) to reduce the Class B Required
Amount Shortfall, (ii) to reduce the Class B Cumulative Investor Charged-Off
Amount and (iii) to increase the Available Class B Credit Enhancement Amount, in
each case for such Distribution Date; provided, however, that from and after
the Fully Funded Date, if any, the Available Subordinated Amount will equal
zero.
Upon the occurrence of a Supplemental Credit Enhancement Event, the Available
Subordinated Amount will be increased by the Supplemental Subordinated Amount.
In addition, on the first Distribution Date following an Effective Alternative
Credit Support Election, the Available Subordinated Amount shall be increased by
the Additional Subordinated Amount. In no event, however, shall the Available
Subordinated Amount exceed (i) through the last Distribution Date preceding an
Effective Alternative Credit Support Election, the Initial Subordinated Amount
plus the Supplemental Subordinated Amount and (ii) thereafter, the sum of the
Initial Subordinated Amount, the Supplemental Subordinated Amount and the
Additional Subordinated Amount.
(b) Effective as of the date hereof, Section 9 ("Allocations of
Collections") of the Agreement is amended as follows:
(1) Clause (25) of Section 9(b) shall be amended by deleting such
clause in its entirety and replacing it with the following:
(25) The allocations set forth in clauses (25)(A) and (25)(B) shall be
made, first, with respect to Class A, and then, if there is a Subordinate Class
with respect to Class A, the allocations set forth in clauses (25)(A) and
(25)(B) shall be made with respect to Class B, to the extent that funds are
available pursuant to this clause (25):
(A) An amount equal to the lesser of
(x) the Class Required Amount Shortfall and
(y) the product of
(1) a fraction the numerator of which is the Class Required
Amount Shortfall and the denominator of which is the sum of
the Class Required Amount Shortfalls for all Classes
designated by the same letter of the alphabet of all Series
in the Group to which the Series established hereby belongs
(after giving effect to provisions in the applicable Series
Supplements substantially similar to the clauses preceding
this clause (25)) and
(2) the amount on deposit in the Group Finance Charge
2
<PAGE> 4
Collections Reallocation Account before any
withdrawals therefrom with respect to any other
Series pursuant to a comparable clause in the
applicable Series Supplements,
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Distribution Account. The Class Required
Amount Shortfall shall be reduced by the amount of such deposit. The Available
Subordinated Amount shall be increased by the amount of any such deposit that
reduces the Class B Required Amount Shortfall.
(B) An amount equal to the lesser of
(x) the Class Cumulative Investor Charged-Off Amount and
(y) the product of
(1) a fraction the numerator of which is the Class
Cumulative Investor Charged-Off Amount and the
denominator of which is the sum of the Class
Cumulative Investor Charged-Off Amounts for all
Classes designated by the same letter of the
alphabet of all Series in the Group to which the
Series established hereby belongs (after giving
effect to provisions in the applicable Series
Supplements substantially similar to the clauses
preceding this clause (25)) and
(2) the amount on deposit in the Group Finance Charge
Collections Reallocation Account before any
withdrawals therefrom with respect to any other
Series pursuant to a comparable clause in the
applicable Series Supplements,
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Principal Collections Account. The Class
Cumulative Investor Charged-Off Amount shall be reduced by the amount of such
deposit. The Available Subordinated Amount shall be increased by the amount of
any such deposit that reduces the Class B Cumulative Investor Charged-Off
Amount.
(2) Clause (26)(B) of Section 9(b) shall be amended by
deleting such clause in its entirety and replacing it with the following:
(B) If there is a Subordinate Class with respect to Class A, an amount
equal to the lesser of
(x) the amount by which the Available Class B Credit
Enhancement Amount is less than the Maximum Class B
Credit Enhancement Amount and
3
<PAGE> 5
(y) the product of
(1) a fraction, the numerator of which is the amount by
which the Available Class B Credit Enhancement
Amount is less than the Maximum Class B Credit
Enhancement Amount and the denominator of which is
the sum of, for each Series in the Group of which
the Series established hereby is a member, the
amount by which the Available Class B Credit
Enhancement Amount for such Series is less than the
Maximum Class B Credit Enhancement Amount for such
Series (after giving effect to provisions in the
applicable Series Supplements substantially similar
to the clauses preceding this clause (26)) and
(2) the amount on deposit in the Group Finance Charge
Collections Reallocation Account before any
withdrawals therefrom with respect to any other
Series pursuant to a comparable clause in the
applicable Series Supplements,
shall be withdrawn from the Group Finance Charge Collections
Reallocation Account and paid to the Trustee as administrator of the
Credit Enhancement for application in accordance with the provisions
of the Credit Enhancement Agreement. Each of the Available Class B
Credit Enhancement Amount and the Available Subordinated Amount
shall be increased by the amount of such deposit.
3. Effect Upon the Agreement. Except as specifically set forth
herein, the Agreement shall remain in full force and effect and is hereby
ratified and confirmed.
4. Counterparts. This Amendment may be executed in two or more
counterparts (and by different parties on separate counterparts), each of which
shall be an original, but all of which together shall constitute one and the
same instrument.
4
<PAGE> 6
IN WITNESS WHEREOF, Greenwood and the Trustee have caused this Amendment to be
duly executed by their respective officers as of the day and year first above
written.
GREENWOOD TRUST COMPANY,
as Master Servicer, Servicer and Seller
By: /s/ John J. Coane
-----------------
Name: John J. Coane
-----------------
Title: Vice President, Director of Accounting,
-----------------------------------------
Treasurer and Assistant Secretary
-----------------------------------------
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: /s/ Patricia M. Trlak
-----------------------------
Name: Patricia M. Trlak
-----------------------------
Title: Vice President
-----------------------------
5
