AMENDMENT No. 3 dated as of March 1, 1997, to the Pooling and
Servicing Agreement dated as of June 1, 1993, among FIRST DEPOSIT NATIONAL BANK,
a national banking association, as Seller and Servicer, PROVIDIAN NATIONAL BANK
(formerly known as First Deposit National Credit Card Bank), a national banking
association, as Seller, and BANKERS TRUST COMPANY, a New York banking
corporation, as Trustee.
WHEREAS the Sellers, the Servicer and the Trustee are parties to the
Pooling and Servicing Agreement dated as of June 1, 1993, as amended by
AMENDMENT No. 1 dated as of May 1, 1994 and AMENDMENT No. 2 dated as of June 1,
1995 (as so amended, the "Agreement"); and
WHEREAS the Sellers, the Servicer and the Trustee now wish to amend
the Agreement as set forth herein;
NOW, THEREFORE, the Sellers, the Servicer and the Trustee hereby
agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. Defined Terms Not Defined Herein. All capitalized
terms used herein that are not defined herein shall have the meaning ascribed
to them in the Agreement.
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ARTICLE II
AMENDMENTS TO AGREEMENT
SECTION 2.01. Amendment to Change the Name of the Trust from First
Deposit Master Trust to Providian Master Trust. (a) The Agreement and each
amendment and Supplement thereto, including each exhibit and schedule to any
thereof, are hereby amended by deleting the phrase "First Deposit Master
Trust" and replacing it with the phrase "Providian Master Trust" in each and
every instance where the former phrase appears.
(b) Each Certificate issued pursuant to the Agreement and each
Supplement thereto prior to the date hereof is hereby deemed to be amended by
deleting the phrase "First Deposit Master Trust" and replacing it with the
phrase "Providian Master Trust" in each and every instance where the former
phrase appears.
SECTION 2.02. Amendment to Section 1.01 of the Agreement. Section
1.01 of the Agreement is hereby amended as follows:
(a) The first clause (a) in the definition of the term "Eligible
Account" is amended and restated in its entirety to read as follows:
(a) is in existence and maintained with the Seller or an
Affiliate thereof on the Trust Cut-Off Date or the Addition Date, as the case
may be;
SECTION 2.03. Amendment to Section 3.06 of the Agreement. Section
3.06(a) of the Agreement is hereby amended and restated in its entirety to
read as follows:
(a) On or before March 31 of each calendar year, beginning with
March 31, 1994, the Servicer shall cause a firm of nationally recognized
independent public accountants (who may also render other services to the
Servicer or the Sellers) to furnish a report (addressed to the Trustee) to the
Trustee, the Servicer and each Rating Agency to the effect that they have
applied certain procedures agreed upon with the Servicer and examined certain
documents and records relating to the servicing of Accounts under this
Agreement and each Supplement and that, on the basis of such agreed-upon
procedures, such accountants are of the opinion that the servicing (including
the allocation of Collections) has been conducted in compliance with the terms
and conditions set forth in Articles III and Article IV and Section 8.08 of
this Agreement and the applicable provisions of each Supplement, except for
such exceptions as they believe to be immaterial and such other exceptions as
shall be set forth in such statement. Such report shall set forth the
agreed-upon procedures performed. A copy of such report shall be delivered to
each Series Enhancer entitled thereto pursuant to the relevant Supplement.
ARTICLE III
MISCELLANEOUS
SECTION 3.01. Ratification of Agreement. As amended by this
Amendment, the Agreement is in all respects ratified and confirmed and the
Agreement as amended by this Amendment shall be read, taken and construed as
one and the same instrument.
SECTION 3.02. Amendment. The Agreement may be amended from time to
time only if the conditions set forth in Section 13.01 of the Agreement are
satisfied.
SECTION 3.03. 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 shall constitute one and the
same instrument.
SECTION 3.04. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
IN WITNESS WHEREOF, the Sellers, the Servicer and the Trustee have
caused this Amendment to be duly executed by their respective officers as of
the day and year first above written.
FIRST DEPOSIT NATIONAL BANK,
Seller and Servicer,
by
/s/ Xxxx X. Xxxxxxx
----------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
PROVIDIAN NATIONAL BANK,
Seller,
by
/s/ Xxxx X. Xxxxxxx
----------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
BANKERS TRUST COMPANY, Trustee,
by
/s/ Xxxx Xxxxxxx
-------------------------------
Name: Xxxx Xxxxxxx
Title: Assistant Vice President
