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GREENWOOD TRUST COMPANY
Master Servicer, Servicer and Seller
and
U.S. BANK NATIONAL ASSOCIATION
Trustee
on behalf of the Certificateholders
FOURTH AMENDMENT TO THE
POOLING AND SERVICING AGREEMENT
Dated as of October 1, 1993
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DISCOVER CARD MASTER TRUST I
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Dated as of
November 30, 1998
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THIS FOURTH AMENDMENT TO THE POOLING AND SERVICING AGREEMENT
(the "Amendment"), dated as of November 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 1.01, 3.02, 3.07, 3.08, 4.01,
6.01, 6.05, 12.02 and 12.03 thereof and Exhibits D, F and G thereto 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.
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Unless otherwise specified, capitalized terms used in this
Amendment shall have the same meanings ascribed to them in the Agreement.
2. Amendments to Section 1.01.
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The following definitions are hereby amended and restated in
their entirety to read as follows:
"Certificate" shall mean any certificated Seller
Certificate or any one of the Class A Certificates or
the Class B Certificates.
"Certificateholder" or "Holder" shall mean an
Investor Certificateholder, a Person in whose name a
Certificate is registered in the Certificate Register
or a Person in whose name ownership of the
uncertificated Seller Certificate is recorded in the
books and records of the Trustee.
"Final Trust Termination Date" shall mean the
expiration of 21 years from the death of the last
survivor of Queen Xxxxxxxxx XX of the United Kingdom
of Great Britain and her descendants living on
October 1, 1993.
"Holder of the Seller Certificate" shall mean, at any
specified time, the holder or owner of the Seller
Certificate, each of which, if there is more than one
such holder or owner, shall be a party to the Seller
Certificate Ownership Agreement, with the respective
interests granted to each of such parties pursuant to
the Seller Certificate Ownership Agreement. The
initial Holder of the Seller Certificate shall be
Greenwood.
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"Seller Certificate" shall mean (i) if a Seller
elects to evidence its fractional undivided interest
in the Trust in certificated form pursuant to Section
6.01 hereof, the certificate executed by Greenwood on
behalf of the Holder of the Seller Certificate and
authenticated by the Trustee, substantially in the
form of Exhibit D hereto, or (ii) an uncertificated
fractional undivided interest in the Trust as
evidenced by a recording in the books and records of
the Trustee including the right to receive the
Collections and other amounts to be paid to the
Holder of the Seller Certificate at the times and in
the amounts specified herein and in any series
supplement hereto which may be in effect from time to
time.
3. Amendments to Section 3.02.
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(a) Section 3.02(e)(ii) is hereby amended and restated
in its entirety to read as follows:
(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 notify the Trustee, the
Master Servicer and any Credit Enhancement
Provider that the Sold Receivables are to be
sold on behalf of the Trust. On or before
the third Business Day prior to the date on
which a sale is to be effective (each a
"Sale Date"), such Servicer shall deliver to
the Trustee, the Master Servicer and any
Credit Enhancement Provider written notice
of the Sale Date.
(b) Section 3.02(e)(iii) is hereby amended and restated in its
entirety to read as follows:
(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
Agreement Date, fair and adequate in light
of then prevailing market conditions. Such
Servicer shall also deliver to the Trustee
within five Business Days following the
last day of each calendar month an Officer's
Certificate confirming that all conditions
to sales that occurred during the
immediately preceding calendar month 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 make
inquiries with regard to the matters set
forth therein and shall incur no liability
in so relying.
4. Amendments to Section 3.07.
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(a) Section 3.07(a) is hereby amended and restated in
its entirety to read as
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follows:
(a) Master Servicer's Annual Certificate. The
Master Servicer will deliver to the
Trustee, Greenwood on behalf of the Holder
of the Seller Certificate and the Rating
Agencies, on or before March 15 of each
calendar year, beginning in March 1999,
an Officer's Certificate substantially in
the form of Exhibit F hereto stating that
(a) in the course of the performance by the
signer of his duties as an officer of the
Master Servicer he would normally obtain
knowledge of any Master Servicer
Termination Event, and (b) whether or not
he has obtained knowledge of any such
Master Servicer Termination Event during
the transition period from January 1, 1998
through November 30, 1998, or the preceding
fiscal year ended November 30, as
applicable, and, if so, specifying each
such Master Servicer Termination Event of
which the signer has knowledge and the
nature thereof. A copy of such certificate
may be obtained by any Investor
Certificateholder by a request in writing
to the Trustee addressed to the Corporate
Trust Office.
(b) Section 3.07(b) is hereby amended and restated in
its entirety to read as follows:
(b) Servicers' Annual Certificates. Each
Servicer will deliver to the Trustee,
Greenwood on behalf of the Holder of the
Seller Certificate and the Rating Agencies,
on or before March 15 of each calendar year,
beginning in March 1999 with respect to
Greenwood as Servicer, and, for any other
Servicer, beginning in the fiscal year
following the fiscal year in which
Receivables in Accounts serviced by such
Servicer are first added to the Trust, an
Officer's Certificate substantially in the
form of Exhibit G hereto stating that
(a) in the course of the performance by
the signer of his or her duties as an
officer of such Servicer he or she would
normally obtain knowledge of any Servicer
Termination Event, and (b) whether or not
he or she has obtained knowledge of any
such Servicer Termination Event during the
transition period from January 1, 1998
through November 30, 1998, or the preceding
fiscal year ended November 30, as
applicable, and, if so, specifying each
such Servicer Termination Event of which
the signer has knowledge and the nature
thereof. A copy of any such certificate may
be obtained by any Investor
Certificateholder by a request in writing
to the Trustee addressed to the Corporate
Trust Office.
5. Amendments to Section 3.08.
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(a) Section 3.08(a) is hereby amended and restated in
its entirety to read as follows:
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(a) On or before March 15 of each calendar
year, beginning in March 1999, the Master
Servicer shall cause a firm of nationally
recognized independent public accountants
(who may also render other services to the
Master Servicer, any Servicer or any Seller)
to furnish a report to the Trustee, the
Master Servicer, each Servicer and the
Rating Agencies to the effect that such firm
is of the opinion that the system of
internal accounting controls in effect on
the date of such statement relating to the
servicing procedures performed by the Master
Servicer and each Servicer under this
Agreement, taken as a whole, was sufficient
for the prevention and detection of errors
and irregularities which would be material
to the assets of the Trust during the
transition period from January 1, 1998
through November 30, 1998, or the preceding
fiscal year ended November 30, as
applicable, and that nothing has come to
their attention that would cause them to
believe that such servicing has not been
conducted in compliance with Sections 3.03,
4.03, 4.04, 4.05 and 8.07 of this Agreement
and the provisions relating to servicing or
the allocation and payment of Collections in
any Series Supplements, except for such
exceptions as they believe to be immaterial
and such other exceptions as shall be set
forth in such report. A copy of such report
may be obtained by any Investor
Certificateholder by a request in writing to
the Trustee addressed to the Corporate Trust
Office.
(b) Section 3.08(b) is hereby amended and restated in its
entirety to read as follows:
(b) On or before March 15 of each calendar
year, beginning in March 1999, the Master
Servicer shall cause a firm of nationally
recognized independent public accountants
(who may also render other services to the
Master Servicer, any Servicer or any Seller)
to furnish a report to the Trustee, the
Master Servicer, each Servicer and the
Rating Agencies, to the effect that they
have compared the mathematical calculations
of each amount set forth in the monthly
certificates forwarded by the Master
Servicer pursuant to the applicable Series
Supplements during the transition period
from January 1, 1998 through November 30,
1998, or the preceding fiscal year ended
November 30, as applicable, with the
computer reports of the Master Servicer and
each Servicer and such accountants are of
the opinion that such amounts are in
agreement, except for such exceptions as
they believe to be immaterial and such other
exceptions as shall be set forth in such
report. A copy of such report may be
obtained by any Investor Certificateholder
by a request in writing to the Trustee
addressed to the Corporate Trust Office.
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6. Amendment to Section 4.01.
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The second sentence of Section 4.01 is hereby amended by
deleting the phrase "Fractional Undivided Interest" and inserting the phrase
"fractional undivided interest" in place thereof.
7. Amendments to Section 6.01.
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(a) The second sentence of Section 6.01(a) is hereby
amended and restated in its entirety to read as follows:
A Seller may elect at any time, by written notice to
the Trustee, to have its fractional undivided
interest in the Trust be (i) evidenced by a
certificate or (ii) an uncertificated interest. If a
Seller elects to have its fractional undivided
interest in the Trust be uncertificated, it shall
deliver to the Trustee for cancellation any
certificate previously issued. If a Seller elects to
have its fractional undivided interest in the Trust
be evidenced by a certificate, such certificate shall
be issued pursuant hereto, substantially in the form
of Exhibit D, and shall upon issue be executed and
delivered by a Seller to the Trustee for
authentication and redelivery as provided in Sections
2.02 and 6.03.
(b) The fifth sentence of Section 6.01(a) is
hereby amended and restated in its entirety to read as follows:
"The Seller Certificate shall represent the entire
Seller Interest."
(c) The first sentence of Section 6.01(c) is
hereby amended by deleting the phrase "(in the case of the Seller Certificate)"
and inserting "(in the case of any certificated Seller Certificate)" in place
thereof.
(d) The third sentence of Section 6.01(c) is
hereby amended by deleting the phrase "the Seller Certificate" and inserting
"any certificated Seller Certificate" in place thereof.
8. Amendments to Section 6.05.
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Section 6.05(a) is hereby amended by deleting the
phrase "Fractional Undivided Interest" in the last
full line thereof and inserting the phrase
"fractional undivided interest" in place thereof.
Section 6.05(b) is hereby amended by deleting the
phrase "Fractional Undivided Interest" in the last
full line thereof and inserting the phrase
"fractional undivided interest" in place thereof.
9. Amendment to Section 12.02.
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The second sentence of Section 12.02(a) is hereby amended
and restated in its entirety to read as follows:
The Master Servicer's notice to the Trustee in
accordance with the preceding sentence shall be
accompanied by an Officer's Certificate setting forth
the information specified in Sections 3.07(a) and
3.07(b) covering the period during the transition
period from January 1, 1998 through November 30,
1998, or the then-current fiscal year ended November
30, as applicable, through the date of such notice.
10. Amendment to Section 12.03.
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The first sentence of Section 12.03 is hereby amended and
restated in its entirety to read as follows:
Upon the termination of the Sellers' obligations and
responsibilities with respect to the Trust pursuant
to Section 12.01 and the surrender, if applicable, of
any certificated Seller Certificate, the Trustee
shall sell, assign, and convey to Greenwood on behalf
of the Holder of the Seller Certificate (without
recourse, representation or warranty except for the
warranty that since the date of transfer by any
Seller under this Agreement the Trustee has not sold,
transferred or encumbered any such Receivables or
interest therein) all right, title and interest of
the Trust in the Receivables, whether then existing
or thereafter created, and all proceeds thereof
except, if applicable, for amounts held by the
Trustee pursuant to Section 12.02(b).
11. Amendment to Exhibit D (Form of Seller Certificate).
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(a) The first paragraph immediately following the legends
on Exhibit D to the Agreement is hereby amended by
deleting the phrase "Fractional Undivided Interest"
in the third line thereof and inserting the phrase
"fractional undivided interest" in place thereof.
(b) The first sentence of the fourth paragraph
immediately following the legends on Exhibit D to the
Agreement is hereby amended by deleting the phrase
"Fractional Undivided Interest" and inserting the
phrase "fractional undivided interest" in place
thereof.
12. Amendment to Exhibit F (Form of Master Servicer's
Annual Certificate).
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Paragraph 3 of Exhibit F to the Agreement is hereby amended
and restated in its entirety to read as follows:
During the [transition period from January 1, 1998
through November 30, 1998] [fiscal year ended
November 30, _____] in the course of my duties as an
officer of the Master Servicer, I would normally
obtain knowledge of
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any Master Servicer Termination Event.
13. Amendment to Exhibit G (Form of Servicer's Annual
Certificate).
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Paragraph 3 of Exhibit G to the Agreement is hereby amended
and restated in its entirety to read as follows:
During the [transition period from January 1, 1998
through November 30, 1998] [fiscal year ended
November 30, _____] in the course of my duties as an
officer of [Name], I would normally obtain knowledge
of any Servicer Termination Event relating to [Name].
14. Effect Upon the Agreement. Except as specifically set
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forth herein, the Agreement shall remain in full force and effect and is hereby
ratified and confirmed.
15. Counterparts. This Amendment may be executed in two
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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/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Vice President, Bank Operations
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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