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Exhibit 4.2
SECOND AMENDMENT TO THE AMENDED AND RESTATED
POOLING AND SERVICING AGREEMENT
This SECOND AMENDMENT TO THE AMENDED AND RESTATED POOLING AND
SERVICING AGREEMENT, dated as of October 20, 1997 (this "Amendment"), is among
Household Affinity Funding Corporation, a Delaware corporation ("HAFC"),
Household Finance Corporation, a Delaware corporation (the "Servicer") and The
Bank of New York, a New York banking corporation (the "Trustee"). This Amendment
amends the Amended and Restated Pooling and Servicing Agreement, dated as of
August 1, 1993, as previously amended by the Amendment to Amended and Restated
Pooling and Servicing Agreement, dated as of April 12, 1995 (as amended, the
"Pooling and Servicing Agreement"), and as supplemented by the Series 1993-1
Supplement, dated as of September 1, 1993, the Series 1993-2 Supplement, dated
as of November 1, 1993, the Series 1994-1 Supplement, dated as of March 1, 1994,
the Series 1994-2 Supplement, dated as of September 1, 1994, the Series 1995-1
Supplement, dated as of March 1, 1995, and the Series 1997-1 Supplement, dated
as of March 1, 1997 (collectively, the "Supplements"), each such Supplement, as
amended by the First Amendment to the Series Supplements, dated as of October
20, 1997, each by and among HAFC, the Servicer and the Trustee.
RECITALS
1. Pursuant to Section 13.01(a) of the Pooling and Servicing
Agreement, HAFC has delivered to the Trustee an Officer's Certificate, dated the
date of this Amendment, stating that HAFC reasonably believes that this
Amendment will not have an Adverse Effect.
2. The parties to the Pooling and Servicing Agreement have
satisfied all conditions precedent contained in the Pooling and Servicing
Agreement. All capitalized terms not otherwise defined herein shall have the
meanings assigned to such terms in the Pooling and Servicing Agreement.
3. Now, therefore, in consideration of the mutual agreements
herein contained, and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, each party hereto agrees as follows:
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AMENDMENTS
1. Section 1.01 of the Pooling and Servicing Agreement is
hereby amended by deleting the definition of "Required Minimum Principal
Balance" and inserting in lieu thereof the following:
"Required Minimum Principal Balance" shall mean, with respect
to any date the sum of the Series Adjusted Invested Amounts for each Series
outstanding on such date plus the sum of the Series Required Seller Amounts for
each such Series.
2. Section 1.01 of the Pooling and Servicing Agreement is
hereby amended by deleting the definition of "Series Adjusted Invested Amount"
and inserting in lieu thereof the following:
"Series Adjusted Invested Amount" shall mean, with respect to
any Series and for any Due Period, the initial Invested Amount of such Series,
after subtracting therefrom the excess, if any, of the cumulative amount
(calculated in accordance with the terms of the related Supplement) of investor
charge-offs allocable to the Invested Amount for such Series as of the last day
of the immediately preceding Due Period over the aggregate reimbursement of such
investor charge-offs as of such last day, or such lesser amount as may be
provided in the Supplement for such Series.
MISCELLANEOUS
1. Effective Date. This Amendment shall be effective upon the
execution hereof by the parties hereto.
2. 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. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS
CONFLICTS OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
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IN WITNESS WHEREOF, HAFC, the Servicer and the Trustee have
caused this Amendment to be duly executed and delivered by their respective duly
authorized officers as of the day and year first written above.
HOUSEHOLD AFFINITY FUNDING
CORPORATION
/s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Vice President and Assistant Treasurer
HOUSEHOLD FINANCE CORPORATION
/s/ Xxxxxx X. Xxxx, Xx.
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Name: Xxxxxx X. Xxxx, Xx.
Title: Vice President and Treasurer
THE BANK OF NEW YORK
/s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Assistant Vice President
