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Exhibit 4.5
GREENWOOD TRUST COMPANY
Master Servicer, Servicer and Seller
and
U.S. BANK NATIONAL ASSOCIATION
Trustee
on behalf of the Certificateholders
FIRST AMENDMENT TO SERIES SUPPLEMENT
Dated as of October 20, 1994
to
POOLING AND SERVICING AGREEMENT
Dated as of October 1, 1993
$789,474,000
DISCOVER CARD MASTER TRUST I
SERIES 1994-3 CERTIFICATES
Dated as of
May 15, 1998
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THIS FIRST AMENDMENT TO THE SERIES 1994-3 SUPPLEMENT (the "Amendment"),
dated as of May 15, 1998, is entered into by and between GREENWOOD TRUST
COMPANY, a Delaware banking corporation, as Master Servicer, Servicer and
Seller ("Greenwood") and U.S. BANK NATIONAL ASSOCIATION (formerly First Bank
National Association, successor trustee to Bank of America Illinois, formerly
Continental Bank, National Association), as Trustee (the "Trustee").
WHEREAS Greenwood and the Trustee have entered into the SERIES 1994-3
SUPPLEMENT (the "Agreement"), executed and delivered as of October 20, 1994
with respect to the Series 1994-3 Certificates, pursuant to Section 6.06 of
that certain Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of October 1, 1993, as amended, relating to Discover Card
Master Trust I; and
WHEREAS pursuant to subsections 13.01(a)(ii) and (iv) of the Pooling and
Servicing Agreement, Greenwood and the Trustee desire to amend Sections 1, 9
and 10 of the Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements herein contained, each party agrees as follows for the benefit of
the other parties and for the benefit of the Certificateholders:
1. Definitions. Unless otherwise specified, capitalized terms used in
this Amendment shall have the same meanings ascribed to them in the Agreement.
2. Amendment to the Agreement.
(a) Effective as of the date hereof, Section 1 ("Definitions") of the
Agreement is amended by deleting the definition of "Available Subordinated
Amount" in its entirety and replacing it with the following:
"Available Subordinated Amount," if there is a Subordinate Class with
respect to Class A, shall mean, on a Distribution Date, the sum of
(a) (i) with respect to the first Distribution Date, the Initial
Subordinated Amount or (ii) with respect to any other Distribution Date,
the Available Subordinated Amount after giving effect to all adjustments on
the prior Distribution Date; and
(b) the amount of Series Excess Servicing;
as such amount may be (x) reduced pursuant to the provisions of Section 9 to
take into account (i) the amount of Class A and Class B Excess Servicing used
to reimburse the Class A Cumulative Investor Charged-Off Amount, (ii) the
amount of Class B Excess Servicing used to reduce the Class A Required Amount
Shortfall, (iii) the amount of the Class B Subordinated Payment and (iv) the
amount of any reduction in the Class B Investor Interest resulting from the
reimbursement of the Class A Cumulative Investor Charged-Off Amount, in each
case for such
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Distribution Date, and (y) increased pursuant to the provisions of Section 9 to
take into account the application of amounts on deposit in the Group Finance
Charge Collections Reallocation Account (i) to reduce the Class B Required
Amount Shortfall, (ii) to reduce the Class B Cumulative Investor Charged-Off
Amount and (iii) to increase the Available Class B Credit Enhancement Amount,
in each case for such Distribution Date.
Upon the occurrence of a Supplemental Credit Enhancement Event, the Available
Subordinated Amount will be increased by the Supplemental Subordinated Amount.
In addition, on the first Distribution Date following an Effective Alternative
Credit Support Election, the Available Subordinated Amount shall be increased
by the Additional Subordinated Amount. In no event, however, shall the
Available Subordinated Amount exceed (i) through the last Distribution Date
preceding an Effective Alternative Credit Support Election, the Initial
Subordinated Amount plus the Supplemental Subordinated Amount and (ii)
thereafter, the sum of the Initial Subordinated Amount, the Supplemental
Subordinated Amount and the Additional Subordinated Amount.
(b) Effective as of the date hereof, Section 9 ("Allocations of
Collections") of the Agreement is amended as follows:
(1) Clause (24) of Section 9(b) shall be amended by deleting such
clause in its entirety and replacing it with the following:
(24) The allocations set forth in clauses (24)(A) and (24)(B) shall be
made, first, with respect to Class A, and then, if there is a Subordinate Class
with respect to Class A, the allocations set forth in clauses (24)(A) and
(24)(B) shall be made with respect to Class B, to the extent that funds are
available pursuant to this clause (24):
(A) An amount equal to the lesser of
(x) the Class Required Amount Shortfall and
(y) the product of
(1) a fraction the numerator of which is the Class Required
Amount Shortfall and the denominator of which is the sum
of the Class Required Amount Shortfalls for all Classes
designated by the same letter of the alphabet of all Series
in the Group to which the Series established hereby belongs
(after giving effect to provisions in the applicable Series
Supplements substantially similar to the clauses preceding
this clause (24)) and
(2) the amount on deposit in the Group Finance Charge Collections
Reallocation Account before any withdrawals therefrom
with respect to any other Series pursuant to a comparable
clause in the applicable Series Supplements,
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shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Distribution Account. The Class Required
Amount Shortfall shall be reduced by the amount of such deposit. The Available
Subordinated Amount shall be increased by the amount of any such deposit that
reduces the Class B Required Amount Shortfall.
(B) An amount equal to the lesser of
(x) the Class Cumulative Investor Charged-Off Amount and
(y) the product of
(1) a fraction the numerator of which is the Class Cumulative
Investor Charged-Off Amount and the denominator of
which is the sum of the Class Cumulative Investor Charged-Off
Amounts for all Classes designated by the same letter of the
alphabet of all Series in the Group to which the Series
established hereby belongs (after giving effect to provisions
in the applicable Series Supplements substantially similar to
the clauses preceding this clause (24)) and
(2) the amount on deposit in the Group Finance Charge Collections
Reallocation Account before any withdrawals therefrom
with respect to any other Series pursuant to a comparable
clause in the applicable Series Supplements,
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Principal Collections Account. The Class
Cumulative Investor Charged-Off Amount shall be reduced by the amount of such
deposit. The Available Subordinated Amount shall be increased by the amount of
any such deposit that reduces the Class B Cumulative Investor Charged-Off
Amount.
(2) Clause (25)(B) of Section 9(b) shall be amended by deleting such
clause in its entirety and replacing it with the following:
(B) If there is a Subordinate Class with respect to Class A, an amount
equal to the lesser of
(x) the amount by which the Available Class B Credit Enhancement
Amount is less than the Maximum Class B Credit Enhancement
Amount and
(y) the product of
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(1) a fraction, the numerator of which is the amount by which
the Available Class B Credit Enhancement Amount is
less than the Maximum Class B Credit Enhancement Amount and
the denominator of which is the sum of, for each Series in
the Group of which the Series established hereby is a
member, the amount by which the Available Class B Credit
Enhancement Amount for such Series is less than the Maximum
Class B Credit Enhancement Amount for such Series (after
giving effect to provisions in the applicable Series
Supplements substantially similar to the clauses preceding
this clause (25)) and
(2) the amount on deposit in the Group Finance Charge
Collections Reallocation Account before any withdrawals
therefrom with respect to any other Series pursuant to a
comparable clause in the applicable Series Supplements,
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and paid to the Trustee as administrator of the Credit Enhancement for
application in accordance with the provisions of the Credit Enhancement
Agreement. Each of the Available Class B Credit Enhancement Amount and the
Available Subordinated Amount shall be increased by the amount of such deposit.
(c) Effective as of the date hereof, Section 10 ("Payments") of the
Agreement is amended as follows:
(1) Subsection (a)(6) shall be renumbered as subsection (a)(7).
(2) A new subsection (a)(6) shall be added as follows:
(6) On the first Special Payment Date of the Amortization
Period, if any, after giving effect to the payments and withdrawals
described above on such day, an amount equal to the lesser of
(x) the Series Invested Amount and
(y) the amount on deposit in the Series Principal Funding
Account
shall be withdrawn from the Series Principal Funding Account and shall
be paid to the Investor Certificateholders pursuant to Section 5.01 of
the Pooling and Servicing Agreement. Except as set forth in the
following sentence, all such amounts shall be paid to the Class A
Investor Certificateholders until the Class A Invested Amount is reduced
to zero; and, thereafter, if there is a Subordinate Class with respect to
Class A, such amounts shall be paid to the Class B Investor
Certificateholders until the Class B Invested Amount is reduced to zero,
unless the
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Series Termination Date occurs prior to such date. In no event
shall any amounts be paid with respect to any Class of Investor
Certificates pursuant to this clause (6) in excess of the Class
Invested Amount for such Class. Any amounts remaining on deposit
in the Series Principal Funding Account after the Class Invested
Amount for each Class has been reduced to zero shall be paid to the
Holder of the Seller Certificate.
3. Effect Upon the Agreement. Except as specifically set forth
herein, the Agreement shall remain in full force and effect and is hereby
ratified and confirmed.
4. Counterparts. This Amendment may be executed in two or more
counterparts (and by different parties on separate counterparts), each of which
shall be an original, but all of which together shall constitute one and the
same instrument.
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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
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Title: Vice President, Director of Accounting,
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Treasurer and Assistant Secretary
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U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: /s/ Xxxxxxxx X. Xxxxx
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Name: Xxxxxxxx X. Xxxxx
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Title: Vice President
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