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Exhibit 4.1(d)
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GREENWOOD TRUST COMPANY
Master Servicer, Servicer and Seller
and
U.S. BANK NATIONAL ASSOCIATION
Trustee
on behalf of the Certificateholders
THIRD AMENDMENT TO THE
POOLING AND SERVICING AGREEMENT
Dated as of October 1, 1993
_______________________
DISCOVER CARD MASTER TRUST I
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Dated as of
March 30, 1998
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THIS THIRD AMENDMENT TO THE POOLING AND SERVICING AGREEMENT (the
"Amendment"), dated as of March 30, 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.
WHEREAS Greenwood and the Trustee have entered into the POOLING AND
SERVICING AGREEMENT (the "Agreement") dated as of October 1, 1993 relating to
Discover Card Master Trust I; and
WHEREAS pursuant to subsection 13.01(a) of the Agreement, Greenwood and
the Trustee desire to amend Sections 3.02, 4.03, 11.01 and 13.01 thereof in a
manner that shall not adversely affect in any material respect the interests of
the Holders of any Class of any Series then outstanding.
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. Effective as of the date hereof:
(a) The following sentence is added at the end of the definition
of "Receivables" :
Reference herein to a "receivable" shall include any amount
owing by an Obligor under a Charged-Off Account or an
Account in which the Receivables have been repurchased
pursuant to Section 2.07(b).
(b) The definition of "Recovered Amounts" is hereby amended and
restated as follows:
"Recovered Amounts" shall mean all amounts received with
respect to receivables in Charged-Off Accounts including
without limitation all proceeds from sales of such
receivables pursuant to Section 3.02(b).
(c) Immediately preceding clause (ii) in the second sentence of
Section 3.02(b), the word "and" is deleted and is replaced
with a comma.
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(d) Immediately following clause (ii) in the second
sentence of Section 3.02(b), the following clause is
added:
and (iii) subject to Section 3.02(e), to sell the
receivables in any Charged-Off Account.
(e) The following subsection (e) is added to Section 3.02:
(e) Each Servicer may sell receivables in Charged-Off
Accounts (the "Sold Receivables") pursuant to Section
3.02(b)(iii) solely on the following terms and
conditions:
(i) The terms of any sale agreement (each a
"Sale Agreement") with respect to the Sold
Receivables shall not require the Trustee,
on behalf of the Trust, to make any
representations or warranties with respect
to such receivables other than that (x) the
Trustee is authorized to execute the Sale
Agreement and to consummate the
transactions described therein and (y) the
Trustee has no knowledge of any Liens with
respect to the Sold Receivables other than
Liens created pursuant to this Agreement.
(ii) On or before the fifth Business Day prior
to the date on which the Sale Agreement is
to be executed (the "Agreement Date"), such
Servicer shall deliver to the Trustee, the
Master Servicer and any Credit Enhancement
Provider written notice that the Sold
Receivables are to be sold on behalf of the
Trust and the date on which such sale is to
be effective (the "Sale Date").
(iii) Such Servicer shall have delivered to the
Trustee an Officer's Certificate on the
Agreement Date representing and warranting
that the Servicer reasonably believes that
the consideration to be paid to the Trust
for the Sold Receivables, is, as of the
Sale Date, fair and adequate in light of
then prevailing market conditions. Such
Servicer shall also deliver to the Trustee
on the Sale Date an Officer's Certificate
confirming that all conditions to such sale
as set forth in this Section 3.02(e) (other
than those in subsection (iv) below) have
been satisfied. The Trustee may
conclusively rely on such Officer's
Certificates, shall have no duty to
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make inquiries with regard to the matters
set forth therein and shall incur no
liability in so relying.
(iv) On or prior to the fifth Business Day
following the Sale Date, the Servicer with
respect to such Sold Receivables shall
deliver to the Trustee a computer file,
microfiche list or hard copy containing a
true and complete list of all Charged-Off
Accounts to which the Sold Receivables
relate, identified by originator and
account number, which computer file or
microfiche list shall as of the Sale Date
modify and amend Schedule 1 hereto by
deleting therefrom information with respect
to any such Charged-Off Account and be made
a part of this Agreement.
(f) Clause (i) of subsection 4.03(c) is deleted and
replaced with:
(i) On or before each Distribution Date, the Master
Servicer shall deposit into the Collections Account
that portion of Collections and Recovered Amounts with
respect to the related Due Period that are to be
allocated on such Distribution Date and that have not
previously been deposited into the Collections Account.
(g) Clause (iii) of subsection 11.01(f) is deleted and
replaced with:
(iii) withdraw from the Trust any (a) Receivables or
(b) receivables in Charged-Off Accounts, except for a
withdrawal permitted under Sections 2.05(b), 2.07(b),
2.11, 3.02(b), 3.02(e), 12.01 or 12.02.
(h) Clause (iii) of subsection 13.01(e) is deleted and
replaced with:
(iii) the removal from the Trust of Receivables
pursuant to Section 2.11 or of receivables in
Charged-Off Accounts pursuant to Sections 3.02(b) and
3.02(e),
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.
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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/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Vice President, Director of Accounting
and Treasurer
U.S. BANK NATIONAL ASSOCIATION, as Trustee
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: Vice President
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