Common use of Amendments to Article II Clause in Contracts

Amendments to Article II. (a) Section 2.4(a)(ii)(B)(vi) of the Existing Pooling and Servicing ------------------------- Agreement is hereby amended by: (i) deleting the word "Recoveries," immediately following the phrase "and which will be enforceable with respect to such Receivables hereafter created, the proceeds thereof," contained therein, and (ii) inserting the words "Recoveries and" immediately following the words "funds deposited in a Series Account and" contained therein. (b) Section 2.5(l) of the Existing Pooling and Servicing Agreement is -------------- hereby amended by: (i) inserting the words "with respect to the Accounts" immediately following the phrase "the Seller shall notify the Servicer of the amount of Recoveries" contained in the second and third lines thereof, and (ii) deleting the words ", which shall be equal to the product of (y) the total amount of Recoveries received by the Seller in the preceding Monthly Period, and (z) a fraction, the numerator of which is the Aggregate Principal Receivables and the denominator of which is the aggregate principal amount of the credit card receivables owned by the Seller with respect to such Monthly Period" contained in the fifth through eleventh lines thereof. (c) Section 2.6(g)(iv)(x)(F) of the Existing Pooling and Servicing ------------------------ Agreement is hereby amended by: (i) inserting the words "and such Receivables, monies, proceeds, funds deposited and" immediately following the phrase "Interchange allocated to the Trust pursuant to subsection 2.5(k) ----------------- and proceeds thereof," contained therein, and (ii) deleting the words "(other than the Trustee and the Certificateholders)" immediately preceding the phrase "free and clear of any Lien of any Person" contained therein, and reinserting the same words immediately following such phrase. (d) Section 2.8(d)(iii) of the Existing Pooling and Servicing ------------------- Agreement is hereby amended by inserting the words "occurring after December 31, 1997" immediately following the phrase "from each Rating Agency on or prior to such Expired Accounts Removal Date" contained in the fourth and fifth lines therein.

Amendments to Article II. (a) Section 2.4(a)(ii)(B)(vi2.4(b)(i) is amended by renumbering clause “ninth” to clause “tenth” and inserting the following new clause ninth: “ninth, such amount as shall be required to pay in full Expected Distributions to the holders of Class D Certificates on such Special Distribution Date shall be distributed to the Class D Trustee;” (b) the last sentence of Section 2.4(b)(i) is amended to read as follows: “For the purposes of this Section 2.4(b)(i), clause (x) of the Existing Pooling definition of “Expected Distributions” shall be deemed to read as follows: “(x) accrued, due and Servicing ------------------------- Agreement unpaid interest on the outstanding Pool Balance of such Certificates excluding interest, if any, payable with respect to the Deposits related to such Trust”. (c) clause (i) of Section 2.6(a) is hereby amended byto read as follows: (i) deleting the word "Recoveries," immediately following the phrase "and which will be enforceable in taking, or refraining from taking, any action with respect to such Receivables hereafter createdIndenture or the Equipment Notes issued thereunder, so long as no Indenture Default has occurred and is continuing thereunder, by the holders of at least a majority of the outstanding principal amount of such Equipment Notes having the right to vote on such matters under such Indenture (provided that, for so long as the Subordination Agent is the registered holder of the Equipment Notes, the proceeds thereof," contained therein, and (ii) inserting the words "Recoveries and" immediately following the words "funds deposited in a Series Account and" contained therein. (b) Section 2.5(l) of the Existing Pooling and Servicing Agreement is -------------- hereby amended by: Subordination Agent shall act with respect to this clause (i) inserting in accordance with the words "with respect to the Accounts" immediately following the phrase "the Seller shall notify the Servicer directions of the amount Trustees representing holders of Recoveries" contained Certificates representing an undivided interest in the second and third lines thereof, and (ii) deleting the words ", which shall be equal to the product of (y) the total amount of Recoveries received by the Seller in the preceding Monthly Period, and (z) a fraction, the numerator of which is the Aggregate Principal Receivables and the denominator of which is the aggregate such principal amount of the credit card receivables owned by the Seller with respect to such Monthly Period" contained Equipment Notes) except as provided in the fifth through eleventh lines thereof. (cSection 9.1(b) Section 2.6(g)(iv)(x)(F) of the Existing Pooling and Servicing ------------------------ Agreement is hereby amended by: (i) inserting the words "and such Receivables, monies, proceeds, funds deposited and" immediately following the phrase "Interchange allocated to the Trust pursuant to subsection 2.5(k) ----------------- and proceeds thereof," contained thereinhereof, and (ii) deleting the words "(other than the Trustee and the Certificateholders)" immediately preceding the phrase "free and clear of any Lien of any Person" contained therein, and reinserting the same words immediately following such phrase.” (d) The first sentence of Section 2.8(d)(iii2.6(b) of the Existing Pooling and Servicing ------------------- Agreement is hereby amended by deleting the phrase “and thereafter” before clause (y) and inserting the words "occurring after December 31following phrase at the end of clause (y): “and thereafter (z) upon payment of Final Distributions to the holders of Class C Certificates, 1997" immediately following the phrase "from each Rating Agency on or prior to such Expired Accounts Removal Date" contained in the fourth and fifth lines thereinClass D Trustee”.

Amendments to Article II. (a) Section 2.4(a)(ii)(B)(vi2.01(a) of the Existing Pooling and Servicing ------------------------- Credit Agreement is hereby amended by: (i) deleting as of the word "Recoveries," Amendment Effective Date by inserting the following sentence immediately following after the phrase "second sentence thereof: Subject to the terms and which conditions set forth in the Second Amendment, on the Second Amendment Effective Date, each Term Lender will make, or shall be enforceable with respect deemed to have made, Term Loans in an amount equal to such Receivables hereafter createdTerm Lender’s Continued Term B Loans or Additional Term B Loan Commitment Amount, the proceeds thereof," contained thereinas applicable, and (ii) inserting the words "Recoveries and" immediately following the words "funds deposited and such Term Loans shall constitute “Term B Loans” of one single Class and “Term Loans” for purposes of this Agreement in a Series Account and" contained thereinall respects. (b) Section 2.5(l2.05(a)(iv) of the Existing Pooling and Servicing Credit Agreement is -------------- hereby amended by: (i) inserting the words "with respect to the Accounts" immediately following the phrase "the Seller shall notify the Servicer and restated as of the amount Amendment Effective Date to read as follows: In the event that, prior to October 9, 2014 the Borrower (x) prepays, refinances, substitutes or replaces any Term Loans (including Continued Term B Loans) made or deemed to be made on the Second Amendment Effective Date in connection with a Repricing Transaction (including, for avoidance of Recoveries" contained in the second and third lines thereofdoubt, and (ii) deleting the words "any prepayment made pursuant to Section 2.16 that constitutes a Repricing Transaction), which shall be equal to the product of or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the total amount Borrower shall pay to the Administrative Agent, for the ratable account of Recoveries received by each of the Seller applicable Lenders (I) in the preceding Monthly Periodcase of clause (x), and (z) a fraction, the numerator prepayment premium of which is the Aggregate Principal Receivables and the denominator 1.00% of which is the aggregate principal amount of such Term Loans so prepaid, refinanced, substituted or replaced and (II) in the credit card receivables owned by case of clause (y), a fee equal to 1.00% of the Seller with respect aggregate principal amount of such applicable Term Loans outstanding immediately prior to such Monthly Period" contained in the fifth through eleventh lines thereofamendment. (c) Section 2.6(g)(iv)(x)(F2.07(a) of the Existing Pooling and Servicing ------------------------ Credit Agreement is hereby amended by: (i) inserting by replacing the words "and such Receivables, monies, proceeds, funds deposited and" immediately following table therein with the phrase "Interchange allocated to following: Payment Date Amortization Payment June 2014 $ 569,983.71 September 2014 $ 569,983.71 December 2014 $ 569,983.71 March 2015 $ 569,983.71 June 2015 $ 569,983.71 September 2015 $ 569,983.71 December 2015 $ 569,983.71 March 2016 $ 569,983.71 June 2016 $ 569,983.71 September 2016 $ 569,983.71 December 2016 $ 569,983.71 March 2017 $ 569,983.71 June 2017 $ 569,983.71 September 2017 $ 569,983.71 December 2017 $ 569,983.71 March 2018 $ 569,983.71 June 2018 $ 569,983.71 September 2018 $ 569,983.71 December 2018 $ 569,983.71 March 2019 $ 569,983.71 June 2019 $ 569,983.71 Seventh Anniversary of the Trust pursuant to subsection 2.5(k) ----------------- and proceeds thereof," contained therein, and (ii) deleting the words "(other than the Trustee and the Certificateholders)" immediately preceding the phrase "free and clear of any Lien of any Person" contained therein, and reinserting the same words immediately following such phrase.Closing Date $ 212,603,925.14 (d) Section 2.8(d)(iii2.14(a) of the Existing Pooling and Servicing ------------------- Credit Agreement is hereby amended by inserting replacing clause (A) of the words "occurring after December 31second sentence thereof with the following: (A) $30,000,000, 1997" immediately following plus an additional amount of New Term Commitments equal to $20,000,000 established on the phrase "from each Rating Agency on or prior Second Amendment Effective Date pursuant to such Expired Accounts Removal Date" contained the Second Amendment, plus, in the fourth and fifth lines thereincase of a New Revolving Credit Commitment or New Term Commitment that serves to effectively extend the maturity of any Revolving Credit Facility or Term Loan Facility, an additional amount of New Revolving Credit Commitments or New Term Commitments equal to the Commitments or Term Loans under the Revolving Credit Facility or Term Loan Facility to be replaced with such New Revolving Credit Commitment or New Term Commitment, as applicable.

Amendments to Article II. (a) Section 2.4(a)(ii)(B)(vi2.4(b)(i) is amended by renumbering clause “tenth” to clause “eleventh” and inserting the following new clause tenth: “tenth, such amount as shall be required to pay in full Expected Distributions to the holders of Class D Certificates on such Special Distribution Date shall be distributed to the Class D Trustee;” (b) the last sentence of Section 2.4(b)(i) is amended to read as follows: “For the purposes of this Section 2.4(b)(i), clause (x) of the Existing Pooling definition of “Expected Distributions” shall be deemed to read as follows: “(x) accrued, due and Servicing ------------------------- Agreement unpaid interest on the outstanding Pool Balance of such Certificates excluding interest, if any, payable with respect to the Deposits related to such Trust”. (c) clause (i) of Section 2.6(a) is hereby amended byto read as follows: (i) deleting the word "Recoveries," immediately following the phrase "and which will be enforceable in taking, or refraining from taking, any action with respect to such Receivables hereafter createdIndenture or the Equipment Notes issued thereunder, so long as no Indenture Default has occurred and is continuing thereunder, by the holders of at least a majority of the outstanding principal amount of such Equipment Notes having the right to vote on such matters under such Indenture (provided that, for so long as the Subordination Agent is the registered holder of the Equipment Notes, the proceeds thereof," contained therein, and (ii) inserting the words "Recoveries and" immediately following the words "funds deposited in a Series Account and" contained therein. (b) Section 2.5(l) of the Existing Pooling and Servicing Agreement is -------------- hereby amended by: Subordination Agent shall act with respect to this clause (i) inserting in accordance with the words "with respect to the Accounts" immediately following the phrase "the Seller shall notify the Servicer directions of the amount Trustees representing holders of Recoveries" contained Certificates representing an undivided interest in the second and third lines thereof, and (ii) deleting the words ", which shall be equal to the product of (y) the total amount of Recoveries received by the Seller in the preceding Monthly Period, and (z) a fraction, the numerator of which is the Aggregate Principal Receivables and the denominator of which is the aggregate such principal amount of the credit card receivables owned by the Seller with respect to such Monthly Period" contained in the fifth through eleventh lines thereof. (c) Section 2.6(g)(iv)(x)(F) of the Existing Pooling and Servicing ------------------------ Agreement is hereby amended by: (i) inserting the words "and such Receivables, monies, proceeds, funds deposited and" immediately following the phrase "Interchange allocated to the Trust pursuant to subsection 2.5(k) ----------------- and proceeds thereof," contained thereinEquipment Notes), and (ii) deleting the words "(other than the Trustee and the Certificateholders)" immediately preceding the phrase "free and clear of any Lien of any Person" contained therein, and reinserting the same words immediately following such phrase.” (d) The first sentence of Section 2.8(d)(iii2.6(b) of the Existing Pooling and Servicing ------------------- Agreement is hereby amended by relettering the clauses “(x)”, “(y)” and “(z)” as clauses “(w)”, “(x)” and “(y)”, deleting the phrase “and thereafter” and inserting the words "occurring after December 31following phrase at the end of such sentence: “and thereafter (z) upon payment of Final Distributions to the holders of Class C Certificates, 1997" immediately following the phrase "from each Rating Agency on or prior to such Expired Accounts Removal Date" contained in the fourth and fifth lines thereinClass D Trustee”.

Amendments to Article II. Article II of the Existing Credit Agreement is hereby amended as set forth below: (a) Section 2.4(a)(ii)(B)(vi2.1.1(c) of the Existing Pooling and Servicing ------------------------- Credit Agreement is hereby amended by: (i) deleting the word "Recoveries," immediately following the phrase "and which will be enforceable with respect to such Receivables hereafter created, the proceeds thereof," contained therein, and (ii) inserting the words "Recoveries and" immediately following the words "funds deposited deleted in a Series Account and" contained thereinits entirety. (b) The first sentence of Section 2.5(l) 2.2 of the Existing Pooling and Servicing Credit Agreement is -------------- hereby amended by: (i) inserting by adding the words "with respect following to the Accounts" immediately following end thereof: “provided, further, that the phrase "Company shall have the Seller right, upon five Business Days’ written notice to, and the consent (not to be unreasonably withheld or delayed) of, the Revolving Loan Administrative Agent, to automatically and without any further action by any Person and notwithstanding anything contained herein to the contrary and subject to the reallocation (or cash collateralization) of Letter of Credit Outstandings and participations in Swing Line Loans pursuant to Section 2.10, to permanently terminate any then unfunded Revolving Loan Commitments of a Defaulting Lender, whereupon such Defaulting Lender shall notify cease to have any Revolving Loan Commitments hereunder and the Servicer Company shall not be permitted to reborrow any outstanding Revolving Loans of such Defaulting Lender that are repaid or prepaid hereunder (and, for the avoidance of doubt, upon any such repayment or prepayment, the Revolving Loan Commitment of such Defaulting Lender corresponding to the amount of Recoveries" contained in the second and third lines thereof, and (ii) deleting the words ", which so repaid or prepaid shall be equal to the product of (y) the total amount of Recoveries received by the Seller in the preceding Monthly Period, and (z) a fraction, the numerator of which is the Aggregate Principal Receivables and the denominator of which is the aggregate principal amount of the credit card receivables owned by the Seller with respect to such Monthly Period" contained in the fifth through eleventh lines thereofdeemed permanently terminated)”. (c) Section 2.6(g)(iv)(x)(F) 2.2 of the Existing Pooling and Servicing ------------------------ Agreement is hereby amended by: (i) inserting the words "and such Receivables, monies, proceeds, funds deposited and" immediately following the phrase "Interchange allocated to the Trust pursuant to subsection 2.5(k) ----------------- and proceeds thereof," contained therein, and (ii) deleting the words "(other than the Trustee and the Certificateholders)" immediately preceding the phrase "free and clear of any Lien of any Person" contained therein, and reinserting the same words immediately following such phrase. (d) Section 2.8(d)(iii) of the Existing Pooling and Servicing ------------------- Credit Agreement is hereby amended by inserting adding the words "occurring following after December 31, 1997" immediately the first sentence thereof: “The Revolving Loan Commitment Amount shall also be reduced to the extent provided in Section 3.1.2(c).” (d) Article II of the Existing Credit Agreement is hereby amended by adding the following the phrase "from each Rating Agency on or prior to such Expired Accounts Removal Date" contained in the fourth and fifth lines therein.as a new Section 2.10:

Amendments to Article II. (a) Section 2.4(a)(ii)(B)(vi2.2(b) of the Existing Pooling and Servicing ------------------------- Agreement is hereby amended by: by deleting the first sentence thereof and replacing it with the following: After the Transfer Restriction Period, any Investor, Management Investor or any of their respective Permitted Transferees may Transfer Equity Securities (i) deleting the word "Recoveries," immediately following the phrase "and which will be enforceable with respect to such Receivables hereafter created, the proceeds thereof," contained therein, and in a Public Offering or (ii), subject to Sections 2.1(b) inserting the words "Recoveries and" immediately following the words "funds deposited and 2.4, in a Series Account and" contained thereintransaction not involving a Public Offering. (b) Section 2.5(l2.6(c) of the Existing Pooling and Servicing Agreement is -------------- hereby amended by:by deleting the second paragraph of the legend therein and replacing it with the following: THE DIRECT OR INDIRECT TRANSFER, SALE, ASSIGNMENT, DISTRIBUTION, CONTRIBUTION, EXCHANGE, GIFT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A “TRANSFER”) AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF A STOCKHOLDERS AGREEMENT AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. [IF CERTIFICATE HELD BY A MANAGEMENT INVESTOR: THE SECURITIES REPRESENTED BY THIS CERTIFICATE OR THE SHARES OF COMMON STOCK RECEIVED UPON EXERCISE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A CALL RIGHT AS SET FORTH IN THE STOCKHOLDERS AGREEMENT.] THE COMPANY WILL NOT REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE STOCKHOLDERS AGREEMENT. (ic) inserting Section 2.7(a) of the words "Agreement is hereby amended by deleting it in its entirety and replacing it with respect following Section 2.7(a): (a) In the event that the rights of first offer set forth in Section 2.9 are not exercised, any Investor or Permitted Transferee of any Investor proposing to Transfer any Equity Securities (a “Transferring Investor”) after the end of the Transfer Restriction Period, or as otherwise permitted under Section 2.2(c), but prior to the Accounts" immediately following the phrase "the Seller shall notify the Servicer of the amount of Recoveries" contained in the second and third lines thereofQualified IPO, and (ii) deleting the words ", which shall be entitled to Transfer such Equity Securities during the time periods set forth in Section 2.9(e) and (f) subject to the following. The Transferring Investor shall have the obligation, and each other Investor, Management Investor and Permitted Transferee (for purposes of this Section 2.7, the “Other Investors”) who is not then in breach of this Agreement shall have the right, to include a number of shares of each class of Equity Securities in such proposed Transfer, at the same price per security and upon the same terms and conditions as to be paid and given to the Transferring Investor(s), equal to the product (rounded up to the nearest whole number) of (y) the total amount of Recoveries received by the Seller in the preceding Monthly Period, and (zi) a fraction, the numerator of which is the Aggregate Principal Receivables number of shares of such class of Equity Securities being Transferred held by such Other Investor and the denominator of which is the aggregate principal amount number of shares of such class of Equity Securities held by the Transferring Investor, all of the credit card receivables owned by Other Investors seeking to exercise tag-along rights pursuant to this Section 2.7 and any other securityholders (including Other Management Investors) seeking to exercise tag-along rights similar to the Seller with respect to such Monthly Period" provisions of this Section 2.7 contained in the fifth through eleventh lines thereof. a comparable agreement (c) Section 2.6(g)(iv)(x)(F) of the Existing Pooling and Servicing ------------------------ Agreement is hereby amended by: (i) inserting the words "and such Receivablesincluding an Other Management Investor Agreement), monies, proceeds, funds deposited and" immediately following the phrase "Interchange allocated to the Trust pursuant to subsection 2.5(k) ----------------- and proceeds thereof," contained therein, and multiplied by (ii) deleting the words "(other than number of shares of such class of Equity Securities proposed to be sold in the Trustee and the Certificateholders)" immediately preceding the phrase "free and clear of any Lien of any Person" contained therein, and reinserting contemplated sale. The Other Investors must agree to make substantially the same words immediately following such phraserepresentations, warranties, covenants and indemnities and other similar agreements as the Transferring Investor(s) agree to make in connection with the proposed Transfer of the Equity Securities of the Transferring Investor(s). (d) Section 2.8(d)(iii2.7(b) of the Existing Pooling and Servicing ------------------- Agreement is hereby amended by inserting deleting the words "occurring after December 31, 1997" immediately third sentence of such section it in its entirety and replacing it with the following third sentence of Section 2.7(b): If any Other Investor or any other securityholder (including Other Management Investors) seeking to exercise tag-along rights similar to the phrase "from each Rating Agency on or prior to such Expired Accounts Removal Date" provisions of this Section 2.7 contained in a comparable agreement (including an Other Management Investor Agreement) accepts the offer contained in the fourth tag-along notice required by the first sentence of this Section 2.7(b) or the relevant section of a comparable agreement (including an Other Management Investor Agreement) and fifth lines thereinthe Transferring Investor has not consummated the proposed Transfer within six months from the date of the definitive agreement providing the terms and conditions of the sale of Equity Securities by the Transferring Investor to the proposed transferee, then the provisions of this Section 2.7 shall again apply, and such Transferring Investor shall not Transfer or offer to Transfer such Equity Securities not Transferred during such time periods without again complying with this Section 2.7. (e) Section 2.9(h) of the Agreement is hereby amended by deleting it in its entirety and replacing it with following Section 2.9(h):

Amendments to Article II. (a) Section 2.4(a)(ii)(B)(vi) of the Existing Pooling and Servicing ------------------------- Agreement is hereby amended by: (i) deleting the word "Recoveries," immediately following the phrase "and which will be enforceable with respect to such Receivables hereafter created, the proceeds thereof," contained therein, and (ii) inserting the words "Recoveries and" immediately following the words "funds deposited in a Series Account and" contained therein. (b) Section 2.5(l) of the Existing Pooling and Servicing Agreement is -------------- hereby amended by: (i) inserting the words "with respect to the Accounts" immediately following the phrase "the Seller shall notify the Servicer of the amount of Recoveries" contained in the second and third lines thereof, and (ii) deleting the words ", which shall be equal to the product of (y) the total amount of Recoveries received by the Seller in the preceding Monthly Period, and (z) a fraction, the numerator of which is the Aggregate Principal Receivables and the denominator of which is the aggregate principal amount of the credit card receivables owned by the Seller with respect to such Monthly Period" contained in the fifth through eleventh lines thereof. (c) Section 2.6(g)(iv)(x)(F) of the Existing Pooling and Servicing ------------------------ Agreement is hereby amended by: (i) inserting the words "and such Receivables, monies, proceeds, funds deposited and" immediately following the phrase "Interchange allocated to the Trust pursuant to subsection 2.5(k) ----------------- and proceeds thereof," contained therein, and (ii) deleting the words "(other than the Trustee and the Certificateholders)" immediately preceding the phrase "free and clear of any Lien of any Person" contained therein, and reinserting the same words immediately following such phrase. (d) Section 2.8(d)(iii) of the Existing Pooling and Servicing ------------------- Agreement is hereby amended by inserting the words "occurring after December 31, 1997" immediately following the phrase "from each Rating Agency on or prior to such Expired Accounts Removal Date" contained in the fourth and fifth lines therein.

Amendments to Article II. The provisions of Article II of the Credit Agreement are hereby amended as follows: (a) The provisions of Section 2.4(a)(ii)(B)(vi2.01(a)(i) of the Existing Pooling and Servicing ------------------------- Agreement is hereby are amended by: (i) by deleting the word "Recoveries," immediately following number “$200,000,000” and substituting the phrase "and which will be enforceable with respect to such Receivables hereafter created, the proceeds thereof," contained therein, and (ii) inserting the words "Recoveries and" immediately following the words "funds deposited number “$250,000,000” in a Series Account and" contained thereinits stead. (b) The provisions of Section 2.5(l2.01(a)(ii) of the Existing Pooling and Servicing Agreement is -------------- hereby are amended by: (i) inserting the words "with respect to the Accounts" immediately following the phrase "the Seller shall notify the Servicer of the amount of Recoveries" contained in the second and third lines thereof, and (ii) by deleting the words ", which shall be equal to number “$15,000,000” and substituting the product of (y) the total amount of Recoveries received by the Seller number “$50,000,000” in the preceding Monthly Period, and (z) a fraction, the numerator of which is the Aggregate Principal Receivables and the denominator of which is the aggregate principal amount of the credit card receivables owned by the Seller with respect to such Monthly Period" contained in the fifth through eleventh lines thereofits stead. (c) The provisions of Section 2.6(g)(iv)(x)(F2.02(a) of the Existing Pooling and Servicing ------------------------ Agreement is hereby are amended by: (i) inserting the words "and such Receivables, monies, proceeds, funds deposited and" immediately following the phrase "Interchange allocated to the Trust pursuant to subsection 2.5(k) ----------------- and proceeds thereof," contained therein, and (ii) by deleting the words "(other than number “$225,000,000” and substituting the Trustee and the Certificateholders)" immediately preceding the phrase "free and clear of any Lien of any Person" contained therein, and reinserting the same words immediately following such phrasenumber “$275,000,000” in its stead. (d) The provisions of Section 2.8(d)(iii2.03(a) of the Existing Pooling and Servicing ------------------- Agreement is are hereby amended by inserting adding the following new clause (ii) thereto as follows: (ii) Indebtedness Reserve (an Availability Reserve): Until all of the obligations under the Convertible Indenture have been repaid in full and retired, at any time of calculation, an amount equal to the difference between (i) the then outstanding principal balance of Indebtedness under the Xxx Transaction Financing, the Permanent Securities and the Convertible Indenture (other than any amounts under the Convertible Indenture which are repaid or reduced on such date) and (ii) the sum of $350,000,000 plus the amount of cash on deposit in a segregated account to be utilized for the sole purpose of retiring such Indebtedness. (e) The provisions of Section 2.06(b) are amended by deleting the number “$200,000,000” and substituting the number “$250,000,000” in its stead. (f) The provisions of Section 2.07(a) are amended by deleting the number “$15,000,000” and substituting the number “$50,000,000” in its stead. (g) The provisions of Section 2.13 are amended by deleting the number “0.375%” and substituting the number “0.30%” in its stead. (h) The provisions of Section 2.18(a) are amended by adding the words "occurring after December 31“if the Required Lenders have notified the Administrative Agent and the Borrower that no such conversions or continuations shall be permitted” at the end thereof. (i) The provisions of Sections 2.22 and 2.23 are hereby amended by adding the following new clause (h) to Section 2.22 and (c) to Section 2.23: Notwithstanding anything to the contrary contained in this Section, 1997" immediately following the phrase "from each Rating Agency on or if prior to such Expired Accounts Removal Date" contained the application of any proceeds, the Agents have been advised that certain of the proceeds received by them constitute proceeds from any sale or other disposition of Term Lender Priority Collateral (as defined in the fourth and fifth lines thereinIntercreditor Agreement), such proceeds shall not be applied to the Obligations but shall be remitted to DRI or the Term Loan Agent (as defined in the Intercreditor Agreement), in accordance with written notice provided by the Term Loan Agent to the Agents.

Amendments to Article II. (a) Section 2.4(a)(ii)(B)(vi) 2.4 of the Existing Pooling and Servicing ------------------------- Agreement is hereby amended by: (i) by deleting paragraphs “third” though “fifth” in their entirety and replacing them with the word "Recoveries," immediately following following: “third, to the phrase "Administrative Agent, to be distributed to each Managing Agent for the benefit of the L/C Issuer in its Purchase Group, if any, in payment of all amounts due and which will be enforceable with respect owing to such Receivables hereafter createdL/C Issuer from a Defaulting Committed Purchaser as required under Section 1.5(n); fourth, to the Administrative Agent, to be distributed to each Managing Agent, for the benefit of the Purchasers in its Purchase Group, in payment of all accrued and unpaid fees under the Fee Letter (including, the proceeds thereof," contained thereinCommitment Fees and Undrawn L/C Fees), and (ii) inserting CP Costs, Fronting Fees, Other L/C Fees, Broken Funding Costs and Yield then due and payable, ratably in accordance with such amounts owed to such parties; fifth, to the words "Recoveries and" immediately following Administrative Agent, to be distributed to each Managing Agent, for the words "funds deposited benefit of the Purchasers and L/C Issuer in a Series Account and" contained therein.its Purchase Group, in reduction of the Aggregate Capital and Reimbursement Obligations then due and payable, ratably in accordance with each Purchase Group Share;” (b) Section 2.5(l) 2.6 of the Existing Pooling and Servicing Agreement is -------------- hereby amended by: (i) inserting the words "with respect to the Accounts" immediately following the phrase "the Seller shall notify the Servicer of the amount of Recoveries" contained in the second and third lines thereof, and (ii) deleting the words ", which shall be equal to the product of (y) the total amount of Recoveries received by the Seller in the preceding Monthly Period, and (z) a fraction, the numerator of which is the Aggregate Principal Receivables and the denominator of which is the aggregate principal amount of the credit card receivables owned by the Seller with respect to such Monthly Period" contained in the fifth through eleventh lines thereof. (c) Section 2.6(g)(iv)(x)(F) of the Existing Pooling and Servicing ------------------------ Agreement is hereby amended by: (i) inserting the words "and such Receivables, monies, proceeds, funds deposited and" immediately following the phrase "Interchange allocated to the Trust pursuant to subsection 2.5(k) ----------------- and proceeds thereof," contained therein, and (ii) deleting the words "(other than the Trustee and the Certificateholders)" immediately preceding the phrase "free and clear of any Lien of any Person" contained therein, and reinserting the same words immediately following such phrase. (d) Section 2.8(d)(iii) of the Existing Pooling and Servicing ------------------- Agreement is hereby amended by inserting deleting the words "occurring second sentence thereof in its entirety and replacing it with the following: “If the aggregate of the Purchaser Interest of the Purchasers and L/C Issuers exceeds 100%, Seller shall pay within one (1) Business Day an amount to the Administrative Agent (and the Administrative Agent shall promptly forward the same to each Managing Agent, ratably based upon each such Purchase Group’s Capital which amounts shall be applied by each Managing Agent to the Capital of the Purchasers in such Managing Agent’s Purchase Group as directed by Seller (x) to the Capital of the Committed Purchasers in such Purchase Group ratably in accordance with the amount of Capital of such Committed Purchasers and/or (y) to the Capital of the Conduit Purchasers in such Purchase Group ratably in accordance with the Capital of such Conduit Purchasers) to be applied to reduce the Aggregate Capital such that after December 31, 1997" immediately following the phrase "from each Rating Agency on or prior giving effect to such Expired Accounts Removal Date" contained in payment (and the fourth and fifth lines thereinapplication thereof to reduce the Aggregate Capital) the aggregate of the Purchaser Interest equals or is less than 100%.”