EXHIBIT 4.1
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DISCOVER BANK
Master Servicer, Servicer and Seller
and
U.S. BANK NATIONAL ASSOCIATION
Trustee
on behalf of the Certificateholders
FIRST AMENDMENT TO THE
SERIES SUPPLEMENT FOR SERIES 2003-2
to
POOLING AND SERVICING AGREEMENT
Dated as of October 1, 1993
---------------------------
DISCOVER CARD MASTER TRUST I
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Dated as of
March 17, 2003
THIS FIRST AMENDMENT TO THE SERIES SUPPLEMENT FOR SERIES
2003-2 (the "Amendment"), dated as of March 17, 2003, is entered into by and
between DISCOVER BANK (formerly Greenwood Trust Company), a Delaware banking
corporation, as Master Servicer, Servicer and Seller ("Discover Bank") 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, Discover Bank and the Trustee have entered into the
SERIES SUPPLEMENT FOR SERIES 2003-2 (the "Agreement"), dated as of February 18,
2003, as amended, with respect to the Series 2003-2 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 subsection 13.01(a)(ii) of the Pooling
and Servicing Agreement, Discover Bank and the Trustee desire to amend 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 party 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. New Series Term Sheet. A new Series Term Sheet, which
shall replace the Series Term Sheet beginning on page 1 of the Agreement, is
attached hereto as Exhibit A.
3. New Form of Investors Certificates. New Forms of
Investors Certificates, which shall replace Exhibit A-1 and Exhibit A-2 in the
Agreement, are attached as Exhibits B-1 and B-2.
4. Conditions to Effectiveness. This Amendment shall not
become effective until (i) each Rating Agency shall have confirmed in writing
that this Amendment will not affect the ratings of any class of any series of
the Trust then outstanding and shall have confirmed that the Series 2003-2
Certificates to be issued on March 17, 2003 shall have the same ratings as the
Series 2003-2 Certificates that were issued on February 18, 2003 and (ii) an
amendment to the Credit Enhancement Agreement increasing the Stated Class B
Credit Enhancement Amount to $78,947,400 from $39,473,700 shall have become
effective and such additional deposit necessary to increase the Stated Class B
Credit Enhancement Amount to $78,947,400 shall have been made.
5. Class Percentages and Series Excess Spread. For
purposes of the definition of "Class Percentage" and any determinations to be
made with respect thereto, the Class A Investor Interest shall be deemed to be
$1,000,000,000 and the Class B Investor Interest shall be deemed to be
$52,632,000 as of the first day of the Due Period in March 2003. For purposes of
the definition of "Series Excess Spread," the Class A Invested Amount shall be
deemed to be $500,000,000 and the Class B Invested Amount shall be deemed to be
$26,316,000 for the Distribution Date in March 2003.
6. 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.
7. Available Class B Credit Enhancement Amount. For the
avoidance of doubt, the following sentence shall be added at the end of the
definition of "Available Class B Credit Enhancement Amount":
Notwithstanding the foregoing, the Available Class B Credit
Enhancement Amount for any Distribution Date shall not exceed
the Maximum Class B Credit Enhancement Amount for such
Distribution Date.
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.
[SIGNATURE PAGE FOLLOWS]
2
IN WITNESS WHEREOF, Discover Bank and the Trustee have caused
this Amendment to be duly executed by their respective officers as of the day
and year first above written.
DISCOVER BANK,
as Master Servicer, Servicer and
Seller
By: /s/ XXXXXXX X. XXXXXXX
---------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President,
Chief Accounting Officer
and Treasurer
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: /s/ XXXXXXX X. XXXXX
---------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
3
EXHIBIT A
DISCOVER CARD MASTER TRUST I
SERIES 2003-2 CERTIFICATES
This Series of Master Trust Certificates is established
pursuant to Section 6.06 of that certain Pooling and Servicing Agreement, dated
as of October 1, 1993, as amended, by and between DISCOVER BANK (formerly
Greenwood Trust Company), a Delaware banking corporation ("Discover Bank"), as
Master Servicer, Servicer and Seller and U.S. BANK NATIONAL ASSOCIATION
(formerly First Bank National Association, successor trustee to Bank of America
Illinois, formerly Continental Bank, National Association) (the "Trustee"), as
Trustee (the "Pooling and Servicing Agreement"). This SERIES TERM SHEET and the
ANNEX attached hereto, by and among the Master Servicer, the Servicers, the
Sellers and the Trustee, constitute the SERIES SUPPLEMENT (the "Series
Supplement"). The Pooling and Servicing Agreement and this Series Supplement
together establish the Series of Master Trust Certificates to be known as the
DISCOVER CARD MASTER TRUST I, SERIES 2003-2 CERTIFICATES.
SERIES TERM SHEET
Date of Series Term Sheet February 18, 2003.
Group One.
Series Initial Investor Interest $526,316,000; provided, however, that effective March 17,
2003, the Series Initial Investor Interest shall be
$1,052,632,000
Class Initial Investor Interest of Class A - $500,000,000; provided, however, that effective
each Class of Investor Certificates March 17, 2003, the Class A Initial Investor Interest for
Class A shall be $1,000,000,000.
Class B - $26,316,000; provided, however, that effective
March 15, 2003, the Class B Initial Investor Interest shall
be $52,632,000
Class A Expected Final Payment Date The Distribution Date in February 2008.
Class B Expected Final Payment Date The Distribution Date in March 2008.
Type of Structure Bullet Maturity.
Certificate Rates Class A - LIBOR + 0.13% per annum, calculated on the basis
of the actual number of days elapsed and a 360-day year.
Class B -3.85% per annum, calculated on the basis of a
360-day year of twelve 30-day months or, in the case of
accrual of interest for the period from and including the
Series Closing
A-1
Date to but excluding March 15, 2003, calculated on the
basis of the number of days elapsed and a 360-day year,
assuming that the month of February has 30 days.
Subseries None.
Monthly Amortization Rate Not applicable.
Prepayment Calculation Table Not applicable.
Prepayment Determination Date Not applicable.
Class Cap Rate Not applicable.
Class Maximum Rate Not applicable.
Class Interest Rate Swap Not applicable.
Interest Rate Swap Counterparty Not applicable.
Swap Trust Rate Not applicable.
Swap Counterparty Rate Not applicable.
Monthly Swap Deposit Not applicable.
LIBOR Determination Date The second LIBOR Business Day immediately preceding the
commencement of an Interest Accrual Period.
Series Yield Factor Initially zero, but may be increased pursuant to Section 25.
Series Cut-Off Date February 1, 2003.
Series Closing Date February 18, 2003.
Date from which Interest for first Series Closing Date; provided, however, that for Class A
Interest Payment Date Shall Accrue Certificates issued on March 17, 2003, interest will accrue
from March 17, 2003, and for Class B Certificates issued on
March 17, 2003, interest will accrue from March 15, 2003.
Distribution Dates March 15, 2003 and the 15th day of each calendar month
thereafter (or, if such day is not a Business Day, the next
succeeding Business Day).
Interest Payment Dates Class A - The 15th day of each calendar month (or, if such
day is not a Business Day, the next succeeding Business
Day), commencing in March 2003; provided, however, that for
Class
A-2
A Certificates issued on March 17, 2003, the first interest
payment will occur in April 2003.
Class B - The 15th day of each calendar month (or, if such
day is not a Business Day, the next succeeding Business
Day), commencing in March 2003; provided, however, that for
Class B Certificates issued on March 17, 2003, the first
interest payment will occur in April 2003.
Statement Dates Each Distribution Date, commencing in March 2003.
Principal Payment Date Not applicable.
Interest Calculation Dates Not applicable.
Accumulation Commencement Date Not applicable.
Accumulation Period Unless an Amortization Event shall have occurred prior
thereto, the period commencing on the Principal Commencement
Date and ending on the earliest to occur of (x) the payment
in full of the Series Invested Amount, (y) the Amortization
Commencement Date, and (z) the Series Termination Date.
Accumulation Amount (a) Through the Class A Expected Final Payment Date, (i)
$83,333,333.34 or (ii) if the Master Servicer elects to
delay commencement of the Accumulation Period in accordance
with Section 23, the Class A Initial Investor Interest
divided by the number of Distribution Dates from the
commencement of the Accumulation Period through and
including the Class A Expected Final Payment Date, and (b)
thereafter, $52,632,000.00.
Principal Commencement Date The first day of the Due Period related to the March 2007
Distribution Date (or such later Distribution Date as the
Master Servicer may elect in accordance with Section 23).
Revolving Period From the Series Cut-Off Date to but excluding the earlier to
occur of (i) the Principal Commencement Date, and (ii) the
Amortization Commencement Date.
Controlled Liquidation Period Not applicable.
Early Accumulation Period Not applicable.
A-3
Type of Credit Enhancement Cash collateral account.
Stated Shared Credit Enhancement Amount There shall be no Shared Credit Enhancement.
Stated Class A Credit Enhancement Amount There shall be no Class A Cash Collateral Credit
Enhancement.
Stated Class B Credit Enhancement Amount $78,947,400.
Credit Enhancement Provider Collectively, the one or more lenders making a loan in order
to provide the initial funds on deposit in the Credit
Enhancement Account, or any successor provider of the Credit
Enhancement.
Maximum Shared Credit Enhancement Amount There shall be no Shared Credit Enhancement.
Maximum Class A Credit Enhancement Amount There shall be no Class A Cash Collateral Credit
Enhancement.
Maximum Class B Credit Enhancement Amount On any Distribution Date (a) prior to the making of an
Effective Alternative Credit Support Election, the
greater of (i) $10,526,320 and (ii) (x) if a Supplemental
Credit Enhancement Event has not occurred, an amount equal
to 7.5% of the Series Investor Interest as of the last day
of the related Due Period, or (y) if a Supplemental
Credit Enhancement Event has occurred, an amount equal to
8.0% of the Series Investor Interest as of the last day of
the related Due Period or (b) subsequent to the making of an
Effective Alternative Credit Support Election, the greater
of (i) $10,526,320 and (ii) an amount equal to 12.5% of the
Series Investor Interest as of the last day of the related
Due Period; provided, however, that if an Amortization Event
with respect to the Series established hereby occurs, the
Maximum Class B Credit Enhancement Amount for each Distribution
Date thereafter shall equal the Maximum Class B Credi
Enhancement Amount for the Distribution Date immediately
preceding the occurrence of the Amortization Event; and provided,
further, that if a Credit Enhancement Drawing has been made,
until such time as the Available Class B Credit Enhancement
Amount has been reinstated in an amount at least equal to the
amount of such Credit Enhancement Drawing, the Maximum Class
B Credit Enhancement Amount shall be the Maximum Class B
Credit Enhancement Amount as of the
A-4
date of such Credit Enhancement Drawing.
Total Maximum Credit Enhancement Amount On any Distribution Date, the Maximum Class B Credit
Enhancement Amount for such Distribution Date.
Additional Credit Support Amount The lesser of (x)(i) $52,631,600 prior to the occurrence of
a Supplemental Credit Enhancement Event or (ii) $47,368,440
following the occurrence of a Supplemental Credit
Enhancement Event and (y) the difference between the Maximum
Class B Credit Enhancement Amount (after giving effect to an
Alternative Credit Support Election) and the Available Class
B Credit Enhancement Amount (immediately before giving
effect to the Alternative Credit Support Election).
Supplemental Credit Enhancement Amount The lesser of (x)(i) $5,263,160 prior to the occurrence of
an Alternative Credit Support Election or (ii) zero
following the occurrence of an Alternative Credit Support
Election and (y) the difference between the Maximum Class B
Credit Enhancement Amount (after giving effect to the
occurrence of a Supplemental Credit Enhancement Event) and
the Available Class B Credit Enhancement Amount (immediately
before giving effect to the occurrence of a Supplemental
Credit Enhancement Event).
Initial Subordinated Amount $131,579,000.
Additional Subordinated Amount $52,631,600 prior to the occurrence of a Supplemental Credit
Enhancement Event and $47,368,440 following the occurrence
of a Supplemental Credit Enhancement Event.
Supplemental Subordinated Amount $5,263,160 prior to the effectiveness of an Alternative
Credit Support Election and zero following the effectiveness
of an Alternative Credit Support Election.
Series Buffer Amount Zero.
Group Buffer Amount Zero.
Investor Servicing Fee Percentage 2.0% per annum calculated on the basis of a 360-day year of
twelve 30-day months.
Supplemental Servicing Fee Percentage Zero.
A-5
Amount of Additional Funds Initially, zero.
Eligible for Reallocations to and from Yes.
Other Series in Group
Series Termination Date The first Business Day following the Distribution Date in
August 2010.
Estimated Investment Shortfall On any date of determination, the positive difference, if
any, between (i) the Certificate Rate for the Class for
whose benefit the amounts on deposit in the Series Principal
Funding Account are held as of such date of determination
and (ii) the weighted average yield (expressed as a Money
Market Yield) on the investments in the Series Principal
Funding Account as of such date of determination.
Estimated Yield On any date of determination, the Portfolio Yield for the
immediately preceding Due Period less 2.00%.
Classes, if any, subject to Not applicable.
Regulation S restrictions
Classes, if any, subject to Class B.
ERISA restrictions
Bearer Certificates Not applicable.
Registered Certificates Class A and Class B Certificates.
Class A Certificate Each certificate executed by the Sellers and authenticated
by or on behalf of the Trustee, substantially in the form of
Exhibit A-1.
Class B Certificate Each certificate executed by the Sellers and authenticated
by or on behalf of the Trustee, substantially in the form of
Exhibit A-2.
Principal Paying Agent Class A - Not applicable.
Class B - Not applicable.
Paying Agents Class A and Class B - the Corporate Trust Office of the
Trustee.
X-0
XXXXXXX X-0
EXHIBIT A-1
FORM OF CLASS A CERTIFICATE
[FORM OF THE FACE OF THE CLASS A CERTIFICATES]
UNLESS THIS CLASS A CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS A CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
NO.
$
CUSIP NO. ____________
DISCOVER CARD MASTER TRUST I, SERIES 2003-2
FLOATING RATE CLASS A CREDIT CARD PASS-THROUGH CERTIFICATE
DISCOVER BANK
MASTER SERVICER, SERVICER AND SELLER
(NOT AN INTEREST IN OR OBLIGATION OF DISCOVER BANK AND NOT INSURED OR GUARANTEED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.)
This certifies that Cede & Co. (the "Class A
Certificateholder") is the registered owner of a Fractional Undivided Interest
in the Discover Card Master Trust I (the "Trust"), the corpus of which consists
of a portfolio of receivables (the "Receivables") existing as of the Cut-Off
Date (or, with respect to Receivables in Additional Accounts, as of the
applicable Additional Account Cut-Off Date) or thereafter created under certain
open end credit card accounts for specified Persons (the "Accounts") originated
by Discover Bank (formerly Greenwood Trust Company), a Delaware banking
corporation ("Discover Bank"), or an affiliate of Discover Bank, and transferred
to the Trust by Discover Bank or one or more Additional Sellers, all monies due
or to become due with respect thereto, all proceeds (as defined in Section
9-102(a)(64) of the Uniform Commercial Code as in effect in the Applicable State
or any successor provision thereto) of such Receivables pursuant to a Pooling
and Servicing Agreement, dated as of October 1, 1993, by and between U.S. Bank
National Association (formerly First Bank National Association, successor
trustee to Bank of America Illinois, formerly Continental Bank, National
B-1-1
Association) as Trustee (the "Trustee") and Discover Bank as Master Servicer,
Servicer and Seller, as amended (the "Pooling and Servicing Agreement"), a
summary of certain of the pertinent provisions of which is set forth herein
below, and benefits under any Credit Enhancement with respect to any Series of
investor certificates issued from time to time pursuant to the Pooling and
Servicing Agreement, to the extent applicable. Reference is hereby made to the
further provisions of this Class A Certificate set forth on the reverse hereof,
and such further provisions shall for all purposes have the same effect as if
set forth at this place.
This Class A Certificate shall not be entitled to any benefit
under the Pooling and Servicing Agreement or any amendment thereto, or the
Series Supplement, dated as of February 18, 2003, as amended (the "Series
Supplement"), by and between the Trustee and Discover Bank or any amendment
thereto, or become vested or obligatory for any purpose until the certificate of
authentication hereon shall have been signed by or on behalf of the Trustee
under the Pooling and Servicing Agreement.
B-1-2
IN WITNESS WHEREOF, Discover Bank has caused this Class A
Certificate to be duly executed and authenticated.
DISCOVER BANK
By: ________________________________
B-1-3
[FORM OF THE REVERSE OF THE CLASS A CERTIFICATES]
It is the intent of the Sellers and the Investor
Certificateholders that, for federal, state and local income and franchise tax
purposes only, the Investor Certificates will be evidence of indebtedness of the
Sellers. The Sellers and the Class A Certificateholder, by the acceptance of
this Class A Certificate, agree to treat this Class A Certificate for federal,
state and local income and franchise tax purposes as indebtedness of the Sellers
secured by the Receivables and other assets held in the Trust.
To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Pooling and Servicing Agreement or the
Series Supplement. This Class A Certificate is issued under and is subject to
the terms, provisions and conditions of the Pooling and Servicing Agreement and
the Series Supplement, to which Pooling and Servicing Agreement and Series
Supplement, as each may be amended from time to time, the Class A
Certificateholder by virtue of the acceptance hereof assents and by which the
Class A Certificateholder is bound.
This Class A Certificate is one of a series of Certificates
entitled "Discover Card Master Trust I, Series 2003-2 Floating Rate Class A
Credit Card Pass-Through Certificates" (the "Class A Certificates"), each of
which represents a Fractional Undivided Interest in the Trust including the
right to receive the Collections and other amounts at the times and in the
amounts specified in the Pooling and Servicing Agreement and the Series
Supplement to be deposited in the Investor Accounts with respect to Discover
Card Master Trust I, Series 2003-2 or paid to the Class A Certificateholders.
Also issued under the Pooling and Servicing Agreement and the Series Supplement
are Investor Certificates designated as "Discover Card Master Trust I, Series
2003-2 3.85% Class B Credit Card Pass-Through Certificates" (the "Class B
Certificates"). The Class A Certificates and the Class B Certificates are
collectively referred to herein as the Investor Certificates.
The aggregate interest represented by the Class A Certificates
at any time in the assets of the Trust shall not exceed an amount equal to the
Class A Investor Interest at such time, plus accrued but unpaid Certificate
Interest for the Class A Certificates and any interest thereon. The Class
Initial Investor Interest of the Class A Certificates is $1,000,000,000. The
Class A Invested Amount on any Distribution Date will be an amount equal to the
Class A Initial Investor Interest minus the sum of (a) the aggregate amount of
payments of Certificate Principal paid to the Class A Certificateholders prior
to such Distribution Date, (b) the aggregate amount of Investor Losses for such
Class not reimbursed prior to such Distribution Date and (c) the aggregate
amount of losses of principal on investments in funds on deposit for the benefit
of such Class in the Series Principal Funding Account. In addition to the
Investor Certificates, a Seller Certificate has been issued pursuant to the
Pooling and Servicing Agreement which represents, at any time, the undivided
interest in the Trust not represented by the Investor Certificates or the
investor certificates of any other Series of investor certificates then
outstanding. Subject to the terms and conditions of the Pooling and Servicing
Agreement, the Sellers may from time to time direct the Trustee, on behalf of
the Trust, to issue one or more new Series of investor certificates, which will
represent Fractional Undivided Interests in the Trust.
B-1-4
During the Revolving Period, which begins on the Series
Cut-Off Date, and during the Accumulation Period, Certificate Interest will be
distributed on the 15th day of each calendar month with respect to interest
accrued during the preceding Interest Accrual Period, commencing in March 2003,
or if such 15th day is not a Business Day, on the next succeeding Business Day
(an "Interest Payment Date"), to the Class A Certificateholders of record as of
the last day of the month preceding the related Interest Payment Date; provided,
however, that for Class A Certificates issued on March 17, 2003, the first
interest payment will occur in April 2003. Principal on the Class A Certificates
is scheduled to be paid in a single payment on the Distribution Date in February
2008 (the "Class A Expected Final Payment Date"), but may be paid sooner or
later and in installments if an Amortization Event occurs. During the
Amortization Period, if any, Certificate Interest and Certificate Principal
collected by the Master Servicer will be distributed to the Class A
Certificateholders on the Distribution Date of each calendar month, commencing
in the month following the commencement of the Amortization Period. In any
event, the final payment of principal of either class will be made no later than
the first Business Day following the Distribution Date in August 2010 (the
"Series Termination Date").
The amount to be distributed on each Principal Payment Date to
the holder of this Class A Certificate will be equal to the product of (a) the
percentage equivalent of a fraction, the numerator of which is the portion of
the Class A Initial Investor Interest evidenced by this Class A Certificate and
the denominator of which is the Class A Initial Investor Interest and (b) the
aggregate of all payments to be made to the Class A Certificateholders on such
Distribution Date. Distributions with respect to this Class A Certificate will
be made by the Paying Agent by check mailed to the address of the Class A
Certificateholder of record appearing in the Certificate Register (except for
the final distribution in respect of this Class A Certificate) without the
presentation or surrender of this Class A Certificate or the making of any
notation thereon, except that with respect to Class A Certificates registered in
the name of Cede & Co., the nominee registrant for The Depository Trust Company,
distributions will be made in the form of immediately available funds.
This Class A Certificate does not represent an obligation of,
or an interest in, the Master Servicer. This Class A Certificate is limited in
right of payment to certain Collections respecting the Receivables, all as more
specifically set forth hereinabove and in the Pooling and Servicing Agreement
and the Series Supplement.
The Pooling and Servicing Agreement permits, with certain
exceptions, the amendment and modification of the rights and obligations of the
Master Servicer, and the rights of Investor Certificateholders under the Pooling
and Servicing Agreement and Series Supplement, at any time by the Master
Servicer, the Sellers and the Trustee in certain cases (some of which require
confirmation from the Rating Agencies that such amendment will not result in the
downgrading or withdrawal of the rating assigned to the Investor Certificates)
without the consent of the Investor Certificateholders, and in all other cases
with the consent of the Investor Certificateholders owning Fractional Undivided
Interests aggregating not less than 66-2/3% of the Class Invested Amount of each
such affected Class (and with confirmation from the Rating Agencies that such
amendment will not result in the downgrading or withdrawal of the rating
assigned to the Investor Certificates); provided, however, that no such
amendment shall (a) have a material adverse effect on any Class of Investor
Certificateholders by reducing in
B-1-5
any manner the amount of, or delaying the timing of, distributions which are
required to be made on any Investor Certificate without the consent of the
affected Investor Certificateholders or (b) reduce the aforesaid percentage
required to consent to any such amendment, without the consent of each Investor
Certificateholder of each affected Class then of record; and provided, further,
that the permitted activities of the Trust may be significantly changed only
with the consent of the Holders of Investor Certificates evidencing Fractional
Undivided Interests aggregating not less than 51% of the Aggregate Invested
Amount. Any such amendment and any such consent by the Class A
Certificateholder, including the deemed consent described in the following
sentence, shall be conclusive and binding on such Class A Certificateholder and
upon all future Holders of this Class A Certificate and of any Class A
Certificate issued in exchange hereof or in lieu hereof whether or not notation
thereof is made upon this Class A Certificate. The Class A Certificateholder, by
acceptance of this Class A Certificate, will be deemed to have consented for all
purposes to any amendment that any Seller determines is necessary or desirable
for such Seller to maintain or establish sale accounting treatment under
then-applicable financial accounting standards.
The transfer of this Class A Certificate shall be registered
in the Certificate Register upon surrender of this Investor Certificate for
registration of transfer at any office or agency maintained by the Transfer
Agent and Registrar accompanied by a written instrument of transfer in a form
satisfactory to the Trustee and the Transfer Agent and Registrar duly executed
by the Class A Certificateholder or such Class A Certificateholder's attorney
duly authorized in writing, and thereupon one or more new Class A Certificates
of authorized denominations and for the same aggregate Fractional Undivided
Interest will be issued to the designated transferee or transferees.
As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Class A Certificates are exchangeable
for new Class A Certificates evidencing like aggregate Fractional Undivided
Interests, as requested by the Class A Certificateholder surrendering such Class
A Certificates. No service charge may be imposed for any such exchange but the
Master Servicer or Transfer Agent and Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection therewith.
The Master Servicer, the Trustee, the Paying Agent and the
Transfer Agent, and any agent of any of them, may treat the person in whose name
this Class A Certificate is registered as the owner hereof for all purposes, and
neither the Master Servicer, the Trust nor the Trustee, the Paying Agent, the
Transfer Agent, nor any agent of any of them or any such agent shall be affected
by notice to the contrary except in certain circumstances described in the
Pooling and Servicing Agreement.
Subject to certain conditions in the Pooling and Servicing
Agreement and the Series Supplement, if the principal of the Investor
Certificates has not been paid in full prior to the Series Termination Date, the
obligations created by the Pooling and Servicing Agreement and the Series
Supplement with respect to the Investor Certificates shall terminate on the
Series Termination Date.
B-1-6
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This is one of the Class A Certificates referred to in the
within mentioned Pooling and Servicing Agreement and Series Supplement.
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: ________________________________
Authorized Officer
B-1-7
EXHIBIT B-2
EXHIBIT A-2
FORM OF CLASS B CERTIFICATE
[FORM OF THE FACE OF THE CLASS B CERTIFICATES]
UNLESS THIS CLASS B CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS B CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
NO. $
CUSIP NO. _______________
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE
CLASS A CERTIFICATES AND TO THE RIGHTS OF THE MASTER SERVICER AS DESCRIBED IN
THE POOLING AND SERVICING AGREEMENT AND SERIES SUPPLEMENT REFERRED TO HEREIN.
DISCOVER CARD MASTER TRUST I, SERIES 2003-2
3.85% CLASS B
CREDIT CARD PASS-THROUGH CERTIFICATE
DISCOVER BANK
MASTER SERVICER, SERVICER AND SELLER
(NOT AN INTEREST IN OR OBLIGATION OF DISCOVER BANK AND NOT INSURED OR GUARANTEED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.)
THIS INVESTOR CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE
ACCOUNT OF ANY EMPLOYEE BENEFIT PLAN (AS DEFINED BELOW).
This certifies that Cede & Co. (the "Class B
Certificateholder") is the registered owner of a Fractional Undivided Interest
in the Discover Card Master Trust I (the "Trust"), the corpus of which consists
of a portfolio of receivables (the "Receivables") existing as of the Cut-Off
Date (or, with respect to Receivables in Additional Accounts, as of the
applicable Additional Account Cut-Off Date) or thereafter created under certain
open end credit card accounts for
B-2-1
specified Persons (the "Accounts") originated by Discover Bank (formerly
Greenwood Trust Company), a Delaware banking corporation ("Discover Bank"), or
an affiliate of Discover Bank, and transferred to the Trust by Discover Bank or
one or more Additional Sellers, all monies due or to become due with respect
thereto, all proceeds (as defined in Section 9-102(a)(64) of the Uniform
Commercial Code as in effect in the Applicable State or any successor provision
thereto) of such Receivables pursuant to a Pooling and Servicing Agreement,
dated as of October 1, 1993, by and between 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") and Discover Bank as Master Servicer, Servicer and Seller, as amended
(the "Pooling and Servicing Agreement"), a summary of certain of the pertinent
provisions of which is set forth herein below, and benefits under any Credit
Enhancement with respect to any Series of investor certificates issued from time
to time pursuant to the Pooling and Servicing Agreement, to the extent
applicable. Reference is hereby made to the further provisions of this Class B
Certificate set forth on the reverse hereof, and such further provisions shall
for all purposes have the same effect as if set forth at this place.
This Class B Certificate shall not be entitled to any benefit
under the Pooling and Servicing Agreement or any amendment thereto, or the
Series Supplement, dated as of February 18, 2003, as amended (the "Series
Supplement"), by and between the Trustee and Discover Bank or any amendment
thereto, or become vested or obligatory for any purpose until the certificate of
authentication hereon shall have been signed by or on behalf of the Trustee
under the Pooling and Servicing Agreement.
B-2-2
IN WITNESS WHEREOF, Discover Bank has caused this Class B
Certificate to be duly executed and authenticated.
DISCOVER BANK
By: ________________________________
B-2-3
[FORM OF THE REVERSE OF THE CLASS B CERTIFICATES]
It is the intent of the Sellers and the Investor
Certificateholders that, for federal, state and local income and franchise tax
purposes only, the Investor Certificates will be evidence of indebtedness of the
Sellers. The Sellers and the Class B Certificateholder, by the acceptance of
this Class B Certificate, agree to treat this Class B Certificate for federal,
state and local income and franchise tax purposes as indebtedness of the Sellers
secured by the Receivables and other assets held in the Trust.
To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Pooling and Servicing Agreement or the
Series Supplement. This Class B Certificate is issued under and is subject to
the terms, provisions and conditions of the Pooling and Servicing Agreement and
the Series Supplement, to which Pooling and Servicing Agreement and Series
Supplement, as each may be amended from time to time, the Class B
Certificateholder by virtue of the acceptance hereof assents and by which the
Class B Certificateholder is bound.
This Class B Certificate is one of a class of Certificates
entitled "Discover Card Master Trust I, Series 2003-2 3.85% Class B Credit Card
Pass-Through Certificates" (the "Class B Certificates"), each of which
represents a Fractional Undivided Interest in the Trust including the right to
receive the Collections and other amounts at the times and in the amounts
specified in the Pooling and Servicing Agreement and the Series Supplement to be
deposited in the Investor Accounts with respect to Discover Card Master Trust I,
Series 2003-2 or paid to the Class B Certificateholders. Also issued under the
Pooling and Servicing Agreement and the Series Supplement are Investor
Certificates designated as "Discover Card Master Trust I, Series 2003-2 Floating
Rate Class A Credit Card Pass-Through Certificates" (the "Class A
Certificates"). The Class A Certificates and the Class B Certificates are
collectively referred to herein as the Investor Certificates.
The aggregate interest represented by the Class B Certificates
at any time in the assets of the Trust shall not exceed an amount equal to the
Class Investor Interest of the Class B Certificates at such time, plus accrued
but unpaid Certificate Interest for the Class B Certificates and any interest
thereon. The Class B Certificateholders are also entitled to the benefit of the
Credit Enhancement, to the extent provided in the Series Supplement. The Class
Initial Investor Interest of the Class B Certificates is $52,632,000. The Class
B Invested Amount on any Distribution Date will be an amount equal to the Class
B Initial Investor Interest minus the sum of (a) the aggregate amount of
payments of Certificate Principal paid to the Class B Certificateholders prior
to such Distribution Date, (b) the aggregate amount of Investor Losses for such
Class not reimbursed prior to such Distribution Date and (c) the aggregate
amount of losses of principal on investments in funds on deposit for the benefit
of such Class in the Series Principal Funding Account. In addition to the
Investor Certificates, a Seller Certificate has been issued pursuant to the
Pooling and Servicing Agreement which represents, at any time, the undivided
interest in the Trust not represented by the Investor Certificates or the
investor certificates of any other Series of investor certificates then
outstanding. Subject to the terms and conditions of the Pooling and Servicing
Agreement, the Sellers may from time to time direct the Trustee, on behalf of
the Trust, to issue one or more new Series of investor certificates, which will
represent Fractional Undivided Interests in the Trust.
B-2-4
During the Revolving Period, which begins on the Series
Cut-Off Date, and during the Accumulation Period, Certificate Interest will be
distributed on the 15th day of each calendar month with respect to interest
accrued during the preceding Interest Accrual Period, commencing in March 2003,
or if such 15th day is not a Business Day, on the next succeeding Business Day
(each, an "Interest Payment Date"), to the Class B Certificateholders of record
as of the last day of the month preceding the related Interest Payment Date;
provided, however, that for Class B Certificates issued on March 17, 2003, the
first interest payment will occur in April 2003. Principal on the Class B
Certificates is scheduled to be paid in a single payment on the Distribution
Date in March 2008 (the "Class B Expected Final Payment Date"), but may be paid
sooner or later or in installments under certain circumstances. During the
Amortization Period, if any, Certificate Interest and Certificate Principal
collected by the Master Servicer will be distributed to the Class B
Certificateholders on the Distribution Date of each calendar month, commencing
in the month following the commencement of the Amortization Period; provided,
however, that no Certificate Principal will be distributed to the Class B
Certificateholders until the Class A Investor Interest has been reduced to zero.
The rights of the Class B Certificateholders to receive the distributions to
which they would otherwise be entitled on the Receivables will be subordinated
to the rights of the Class A Certificateholders and the Master Servicer to the
extent described in the Pooling and Servicing Agreement and Series Supplement.
In any event, the final payment of principal of either Class will be made no
later than the first Business Day following the Distribution Date in August 2010
(the "Series Termination Date").
The amount to be distributed on each Distribution Date to the
holder of this Class B Certificate will be equal to the product of (a) the
percentage equivalent of a fraction, the numerator of which is the portion of
the Class B Initial Investor Interest evidenced by this Class B Certificate and
the denominator of which is the Class B Initial Investor Interest and (b) the
aggregate of all payments to be made to the Class B Certificateholders on such
Distribution Date. Distributions with respect to this Class B Certificate will
be made by the Paying Agent by check mailed to the address of the Class B
Certificateholder of record appearing in the Certificate Register (except for
the final distribution in respect of this Class B Certificate) without the
presentation or surrender of this Class B Certificate or the making of any
notation thereon, except that with respect to Class B Certificates registered in
the name of Cede & Co., the nominee registrant for The Depository Trust Company,
distributions will be made in the form of immediately available funds.
This Class B Certificate does not represent an obligation of,
or an interest in, the Master Servicer. This Class B Certificate is limited in
right of payment to certain Collections respecting the Receivables, all as more
specifically set forth hereinabove and in the Pooling and Servicing Agreement
and the Series Supplement.
The Pooling and Servicing Agreement permits, with certain
exceptions, the amendment and modification of the rights and obligations of the
Master Servicer, and the rights of Investor Certificateholders under the Pooling
and Servicing Agreement and Series Supplement, at any time by the Master
Servicer, the Sellers and the Trustee in certain cases (some of which require
confirmation from the Rating Agencies that such amendment will not result in the
downgrading or withdrawal of the rating assigned to the Investor Certificates)
without the consent of the Investor Certificateholders, and in all other cases
with the consent of the Investor Certificateholders owning Fractional Undivided
Interests aggregating not less than
B-2-5
66-2/3% of the Class Invested Amount of each such affected Class (and with
confirmation from the Rating Agencies that such amendment will not result in the
downgrading or withdrawal of the rating assigned to the Investor Certificates);
provided, however, that no such amendment shall (a) have a material adverse
effect on any Class of Investor Certificateholders by reducing in any manner the
amount of, or delaying the timing of, distributions which are required to be
made on any Investor Certificate without the consent of the affected Investor
Certificateholders or (b) reduce the aforesaid percentage required to consent to
any such amendment, without the consent of each Investor Certificateholder of
each affected Class then of record; and, provided, further, that the permitted
activities of the Trust may be significantly changed only with the consent of
the Holders of Investor Certificates evidencing Fractional Undivided Interests
aggregating not less than 51% of the Aggregate Invested Amount. Any such
amendment and any such consent by the Class B Certificateholder, including the
deemed consent described in the following sentence, shall be conclusive and
binding on such Class B Certificateholder and upon all future Holders of this
Class B Certificate and of any Class B Certificate issued in exchange hereof or
in lieu hereof whether or not notation thereof is made upon this Class B
Certificate. The Class B Certificateholder, by acceptance of this Class B
Certificate, will be deemed to have consented for all purposes to any amendment
that any Seller determines is necessary or desirable for such Seller to maintain
or establish sale accounting treatment under then-applicable financial
accounting standards.
The transfer of this Class B Certificate shall be registered
in the Certificate Register upon surrender of this Investor Certificate for
registration of transfer at any office or agency maintained by the Transfer
Agent and Registrar accompanied by a written instrument of transfer in a form
satisfactory to the Trustee and the Transfer Agent and Registrar duly executed
by the Class B Certificateholder or such Class B Certificateholder's attorney
duly authorized in writing, and thereupon one or more new Class B Certificates
of authorized denominations and for the same aggregate Fractional Undivided
Interest will be issued to the designated transferee or transferees.
The transfer of this Investor Certificate is subject to
certain restrictions set forth in the Pooling and Servicing Agreement. In no
event shall this Investor Certificate, or any interest therein, be transferred
to an employee benefit plan, trust or account subject to the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or described in Section
4975(e)(1) of the Internal Revenue Code of 1986, as amended (the "Code"), and
not excepted under Section 4975(g). Any Holder of this Investor Certificate, by
its acceptance hereof, shall be deemed to represent and warrant that it is not
(i) an employee benefit plan (as defined in Section 3(3) of ERISA), that is
subject to Title I of ERISA, (ii) a plan described in Section 4975(e)(l) of the
Code, and not excepted under Section 4975(g), or (iii) an entity using assets to
purchase such Certificates which constitute plan assets by reason of a plan's
investment in such Holder.
As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Class B Certificates are exchangeable
for new Class B Certificates evidencing like aggregate Fractional Undivided
Interests, as requested by the Class B Certificateholder surrendering such Class
B Certificates. No service charge may be imposed for any such exchange but the
Master Servicer or Transfer Agent and Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection therewith.
B-2-6
The Master Servicer, the Trustee, the Paying Agent and the
Transfer Agent, and any agent of any of them, may treat the person in whose name
this Class B Certificate is registered as the owner hereof for all purposes, and
neither the Master Servicer, the Trust nor the Trustee, the Paying Agent, the
Transfer Agent, nor any agent of any of them or any such agent shall be affected
by notice to the contrary except in certain circumstances described in the
Pooling and Servicing Agreement.
Subject to certain conditions in the Pooling and Servicing
Agreement and the Series Supplement, if the principal of the Investor
Certificates has not been paid in full prior to the Series Termination Date, the
obligations created by the Pooling and Servicing Agreement and the Series
Supplement with respect to the Investor Certificates shall terminate on the
Series Termination Date.
B-2-7
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This is one of the Class B Certificates referred to in the
within mentioned Pooling and Servicing Agreement and Series Supplement.
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: ________________________________
Authorized Officer
B-2-8
