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EXHIBIT 4.3
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BOOK-ENTRY-ONLY COLLATERALIZED MORTGAGE OBLIGATIONS (CMOs)
(WITHOUT OWNER OPTION TO REDEEM)/
OTHER ASSET-BACKED SECURITIES/AND PASS-THROUGH CERTIFICATES
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LETTER OF REPRESENTATIONS*
[To be Completed by Issuer and Agent]
Greenwood Trust Company on behalf of
Discover Card Master Trust I, Series 1999-3
[Name of Issuer]
U.S. Bank National Association
[Name of Agent]
April 6, 1999
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[Date]
Attention: General Counsel's Office
THE DEPOSITORY TRUST COMPANY
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Re: Floating Rate Class A Credit Card Pass-Through Certificates and
Floating Rate Class B Credit Card Pass-Through Certificates,
Discover Card Master Trust I, Series 1999-3
[Insert Description]
Ladies and Gentlemen:
This letter sets forth our understanding with respect to certain matters
relating to the above-referenced issue (the "Securities"). Agent will act as
trustee, paying agent, fiscal agent or other such agent of Issuer with respect
to the Securities pursuant to a trust indenture, trust agreement, or other such
document dated October 1 , 1993 (the "Document"). ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co.
Incorporated ["Underwriter"] is distributing the Securities through The
Depository Trust Company ("DTC").
To induce DTC to accept the Securities as eligible for deposit at
DTC, and to act in accordance with its Rules with respect to the Securities,
Issuer and Agent make the following representations to DTC:
1. Prior to closing on the Securities on March 10, 1999, there
shall be deposited with DTC one Security certificate registered in the name of
DTC's nominee, Cede &
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* This Letter of Represenations includes the Addendum attached hereto, which
modifies and supersedes this Letter of Representations to the extent set forth
therein.
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Co., for each stated maturity of the Securities in the face amounts set forth on
Schedule A hereto, the total of which represents 100% of the principal amount of
such Securities. If, however, the aggregate principal amount of any maturity
exceeds $200 million, one certificate will be issued with respect to each $200
million of principal amount and an additional certificate will be issued with
respect to any remaining principal amount. Each Security certificate shall bear
the following legend:
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to Issuer or its agent for registration of
transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.
2. Issuer: (a) understands that DTC has no obligation to, and will
not, communicate to its Participants or to any person having an interest in the
Securities any information contained in the Security certificate(s); and (b)
acknowledges that neither DTC's Participants nor any person having an interest
in the Securities shall be deemed to have notice of the provisions of the
Security certificates by virtue of submission of such certificate(s) to DTC.
3. In the event of any solicitation of consents from or voting by
holders of the Securities, Issuer or Agent shall establish a record date for
such purposes (with no provision for revocation of consents or votes by
subsequent holders) and shall, to the extent possible, send notice of such
record date to DTC not less than 15 calendar days in advance of such record
date. Notices to DTC pursuant to this Paragraph by telecopy shall be sent to
DTC's Reorganization Department at (▇▇▇) ▇▇▇-▇▇▇▇ or (▇▇▇) ▇▇▇-▇▇▇▇, and receipt
of such notices shall be confirmed by telephoning (▇▇▇) ▇▇▇-▇▇▇▇. Notices to DTC
pursuant to this Paragraph by mail or by any other means shall be sent to DTC's
Reorganization Department as indicated in Paragraph 5.
4. In the event of a full or partial redemption, Issuer or Agent
shall send a notice to DTC specifying: (a) the amount of the redemption or
refunding; (b) in the case of a refunding, the maturity date(s) established
under the refunding; and (c) the date such notice is to be mailed to Security
holders or published (the "Publication Date"). Such notice shall be sent to DTC
by a secure means (e.g., legible telecopy, registered or certified mail,
overnight delivery) in a timely manner designed to assure that such notice is in
DTC's possession no later than the close of business on the business day before
or, if possible, two business days before the Publication Date. Issuer or Agent
shall forward such notice either in a separate secure transmission for each
CUSIP number or in a secure transmission for multiple CUSIP numbers (if
applicable) which includes a manifest or list of each CUSIP number submitted in
that transmission. (The party sending such notice shall have a method to verify
subsequently the use of such means and the timeliness of such notice.) The
Publication Date shall be not less than 30 days nor more than 60 days prior to
the redemption date or, in the case of an advance refunding, the date that the
proceeds are deposited in escrow. Notices to DTC pursuant to this Paragraph by
telecopy shall
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be sent to DTC's Call Notification Department at (▇▇▇) ▇▇▇-▇▇▇▇ or (516)
227-4190. If the party sending the notice does not receive a telecopy receipt
from DTC confirming that the notice has been received, such party shall
telephone (▇▇▇) ▇▇▇-▇▇▇▇. Notices to DTC pursuant to this Paragraph by mail or
by any other means shall be sent to:
Manager; Call Notification Department
The Depository Trust Company
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
5. In the event of an invitation to tender the Securities
(including mandatory tenders, exchanges, and capital changes), notice by Issuer
or Agent to Security holders specifying the terms of the tender and the
Publication Date of such notice shall be sent to DTC by a secure means in the
manner set forth in the preceding Paragraph. Notices to DTC pursuant to this
Paragraph and notices of other corporate actions by telecopy shall be sent to
DTC's Reorganization Department at (▇▇▇) ▇▇▇-▇▇▇▇ or (▇▇▇) ▇▇▇-▇▇▇▇, and receipt
of such notices shall be confirmed by telephoning (▇▇▇) ▇▇▇-▇▇▇▇. Notices to DTC
pursuant to the above by mail or by any other means shall be sent to:
Manager; Reorganization Department
Reorganization Window
The Depository Trust Company
▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
6. All notices and payment advices sent to DTC shall contain the
CUSIP number of the Securities.
7. Issuer or Agent shall send DTC written notice with respect to
the dollar amount per $1,000 original face value (or other minimum authorized
denomination if less than $1,000 face value) payable on each payment date
allocated as to the interest and principal portions thereof preferably 5, but
not less than 2, business days prior to such payments date. Such notices, which
shall also contain the current pool factor, any special adjustments to
principal/interest rates (e.g., adjustments due to deferred interest or
shortfall), and Agent contact's name and telephone number, shall be sent by
telecopy to DTC's Dividend Department at (▇▇▇) ▇▇▇-▇▇▇▇, or if by mail or by any
other means to:
Manager; Announcements
Dividend Department
The Depository Trust Company
▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
8. The interest accrual period is payment date to payment date.
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9. Issuer or Agent shall provide a written notice of interest
payment information to a standard interest announcement service subscribed to by
DTC as soon as the information is available. In the unlikely event that no such
service exists, Issuer or Agent shall provide such notice directly to DTC
electronically, as previously arranged by Issuer or Agent and DTC, as soon as
the information is available. If electronic transmission is not available,
absent any other arrangements between Issuer or Agent and DTC, such information
should be sent by telecopy to DTC's Dividend Department at (▇▇▇) ▇▇▇-▇▇▇▇ or
(▇▇▇) ▇▇▇-▇▇▇▇, and receipt of such notices shall be confirmed by telephone
(▇▇▇) ▇▇▇-▇▇▇▇. Notices to DTC pursuant to the above by mail or by any other
means shall be sent to:
Manager, Announcements
Dividend Department
The Depository Trust Company
▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
10. Issuer or Agent shall provide CUSIP numbers for each issue for
which payment is being sent, as well as the dollar amount of the payment for
each issue, no later than noon (Eastern Time) on the payment date.
11. Interest payments and principal payments that are part of
periodic principal-and-interest payments shall be received by Cede & Co., as
nominee of DTC, or its registered assigns, in same-day funds, no later than 2:30
p.m. (Eastern Time) on each payment date. Absent any other arrangements between
Issuer or Agent and DTC, such funds shall be wired as follows:
The Chase Manhattan Bank
ABA #021 000 021
For credit to a/c Cede & Co.
c/o The Depository Trust Company
Dividend Deposit Account #066-026776
12. Maturity and redemption payments allocated with respect to each
CUSIP number shall be received by Cede & Co., as nominee of DTC, or its
registered assigns, in same-day funds no later than 2:30 p.m. (Eastern Time).
Absent any other arrangements between Issuer or Agent and DTC, such payments
shall be wired as follows:
The Chase Manhattan Bank
ABA #021 000 021
For credit to a/c Cede & Co.
c/o The Depository Trust Company
Redemption Account #066-027608
13. Principal payments (plus accrued interest, if any) as the
result of optional tenders for purchase effected by means of DTC's Repayment
Option Procedures shall be received by Cede & Co., as nominee of DTC, or its
registered assigns, in same-day funds no later
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than 2:30 p.m. Absent any other arrangements between Issuer or Agent and DTC,
such payments shall be wired as follows:
The Chase Manhattan Bank
ABA #021 000 021
For credit to a/c Cede & Co.
c/o The Depository Trust Company
Reorganization Account #066-027608
14. DTC may direct Issuer or Agent to use any other number or
address to which notices or payments of interest or principal may be sent.
15. In the event of a redemption, acceleration, or any other
similar transaction (e.g., tender made and accepted in response to Issuer's or
Agent's invitation) necessitating a reduction in the aggregate principal amount
of Securities outstanding or an advance refunding of part of the Securities
outstanding, DTC, in its discretion: (a) may request Issuer or Agent to issue
and authenticate a new Security certificate; or (b) may make an appropriate
notation on the Security certificate indicating the date and amount of such
reduction in principal except in the case of final maturity, in which case the
certificate will be presented to Issuer or Agent prior to payment, if required.
16. In the event that Issuer determines that beneficial owners of
Securities shall be able to obtain certificated Securities, Issuer or Agent
shall notify DTC of the availability of certificates. In such event, Issuer or
Agent shall issue, transfer, and exchange certificates in appropriate amounts,
as required by DTC and others.
17. DTC may discontinue providing its services as securities
depository with respect to the Securities at any time by giving reasonable
notice to Issuer or Agent (at which time DTC will confirm with Issuer or Agent
the aggregate principal amount of Securities outstanding). Under such
circumstances, at DTC's request Issuer and Agent shall cooperate fully with DTC
by taking appropriate action to make available one or more separate certificates
evidencing Securities to any DTC Participant having Securities credited to its
DTC accounts.
18. Nothing herein shall be deemed to require Agent to advance
funds on behalf of Issuer.
19. This Letter of Representations may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
but all such counterparts together shall constitute but one and the same
instrument.
20. This Letter of Representations is governed by, and shall be
construed in accordance with, the laws of the State of New York.
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21. The following riders, attached hereto, are hereby incorporated
into this Letter of Representations.
(1) Addendum; (2) Schedule A; (3) ERISA Rider; and (4) Rider
Amending DTC Letter of Representations.
Notes:
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A. If there is an Agent (as defined in this Letter of Representations), Agent as
well as Issuer must sign this Letter. If there is no Agent, in signing this
Letter, Issuer itself undertakes to perform all of the obligations set forth
herein.
B. Schedule B contains statements that DTC believes accurately describe DTC, the
method of effecting book-entry transfers of securities distributed through DTC,
and certain related matters.
Very truly yours,
GREENWOOD TRUST COMPANY
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(Issuer)
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
(Authorized Officer's Signature)
U.S. BANK NATIONAL ASSOCIATION
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(Agent)
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
(Authorized Officer's Signature)
Received and Accepted:
THE DEPOSITORY TRUST COMPANY
By: /s/Authorized Signatory
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cc: Underwriter
Underwriter's Counsel
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A D D E N D U M
to
Letter of Representations dated April 6, 1999
Discover Card Master Trust I, Series 1999-3
General: For purposes of this Letter of Representations:
"Securities" shall mean the $500,000,000 aggregate principal amount
of Floating Rate Class A Credit Card Pass-Through Certificates and
the $26,316,000 aggregate principal amount of Floating Rate Class B
Credit Card Pass-Through Certificates issued by Discover Card
Master Trust I, Series 1999-3 and "Security holders" shall mean the
holders of such certificates;
"Issuer" shall mean Greenwood Trust Company ("Greenwood") on behalf
of Discover Card Master Trust I, Series 1999-3; and
"Document" shall mean the Pooling and Servicing Agreement dated as
of October 1, 1993, as amended and as supplemented by the Series
Supplement dated as of April 6, 1999, each by and between Greenwood
as Master Servicer, Servicer and Seller and the Agent.
Paragraph 1: The following is hereby added after the third sentence of Paragraph
1:
"Each certificate shall remain in the Agent's custody
subject to the provisions of the Fast Balance
Certificate Agreement currently in effect between the
Trustee and DTC."
Paragraph 5: The first sentence of Paragraph 5 is hereby deleted in its entirety
and replaced with the following:
"In the event of an invitation to tender the
Securities, notice by Issuer or Agent to Security
holders specifying the terms of the tender and the
date such notice is to be mailed to Security holders
or published (the "Publication Date") shall be sent to
DTC in the manner set forth in the preceding Paragraph
by a secure means (e.g., legible telecopy, registered
or certified mail, overnight delivery) in a timely
manner designed to assure that such notice is in DTC's
possession no later than 8:00 A.M. on the Publication
Date. (The party sending such notice shall have a
method to verify subsequently the use of such means
and the timeliness of such notice.)"
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Paragraph 6: The following is hereby added after the third sentence of
Paragraph 6:
"Issuer or Agent will forward such notice either in a
separate secure transmission for each CUSIP number or
in a secure transmission for multiple CUSIP numbers
(if applicable) which includes a manifest or list of
each CUSIP submitted in that transmission."
Paragraph 14: The following is hereby inserted after the word "Agent" in line 1
of Paragraph 14:
", and if requested, shall confirm such direction in
writing,"
Paragraph 15: The following is hereby inserted at the end of Paragraph 15 before
the period:
"provided, however, that this paragraph shall not
apply to any event that causes a reduction in the
aggregate principal amount of Securities outstanding
that occurs in accordance with their terms, including,
without limitation, an Amortization Event (as defined
in the Document)".
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SCHEDULE A
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DISCOVER CARD MASTER TRUST I, SERIES 1999-3
$500,000,000 FLOATING RATE CLASS A CREDIT CARD PASS-THROUGH CERTIFICATES AND
$26,316,000 FLOATING RATE CLASS B CREDIT CARD PASS-THROUGH CERTIFICATES
Principal Amount Maturity Date* Interest Rate
---------------- -------------- -------------
Class A
Certificates
CUSIP Number
------------
▇▇▇▇▇▇▇▇▇
Certificate Number:
-------------------
1 $200,000,000 September 16, 2004 Floating Rate
2 $200,000,000 September 16, 2004 Floating Rate
3 $100,000,000 September 16, 2004 Floating Rate
Class B
Certificates
CUSIP Number
------------
▇▇▇▇▇▇▇▇▇
Certificate Number:
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1 $26,316,000 September 16, 2004 Floating Rate
* Last Possible Distribution Date
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REPRESENTATIONS FOR ERISA-RESTRICTED SECURITIES --
TO BE INCLUDED IN DTC LETTER OF REPRESENTATIONS
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Issuer and Agent recognize that DTC does not in any way undertake
to, and shall not have nay responsibility to, monitor or ascertain whether a
transfer of Securities could give rise to a transaction prohibited or not
otherwise permissible under the Employee Retirement Income Security Act of 1974
or under Section 4975 of the Internal Revenue Code of 1986. Issuer and Agent
acknowledge that: a) for so long as Cede & Co. is the sole record owner of the
Securities, it shall be entitled to all voting rights in respect thereof and to
receive the full amount of all principal, premium, if any, and interest payable
with respect thereto; and b) DTC shall treat any DTC Participant having
Securities credited to its DTC account as entitled to the full benefits of
ownership of such Securities even if the crediting of such Securities to the DTC
accounts of such Participant results from transfers or failures to transfer in
violation of such laws. (The treatment by DTC of the effects of crediting by it
of Securities to the accounts of DTC Participants shall not affect the rights of
Issuer or purchasers, sellers or holders of Securities against any DTC
Participant).
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RIDER AMENDING DTC LETTER OF REPRESENTATIONS - BEO COLLATERALIZED MORTGAGE
OBLIGATIONS (CMO) WITHOUT OWNER OPTION TO REDEEM/OTHER ASSET-BACKED SECURITIES
/AND PASS-THROUGH CERTIFICATES
As of March 9, 1998, DTC's Reorganization Department relocated and prior to
that, DTC's Dividend Department relocated to the ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ location.
Following are the new addresses and related telephone and facsimile numbers
referenced in the Letter of Representations.
THE FOLLOWING CHANGES RELATE TO PARAGRAPH 3 OF THE LETTER OF REPRESENTATIONS:
Old Telecopier Numbers Current Telecopier Numbers
(▇▇▇) ▇▇▇-▇▇▇▇ and (▇▇▇) ▇▇▇-▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ and (▇▇▇) ▇▇▇-▇▇▇▇
The confirmation number (▇▇▇) ▇▇▇-▇▇▇▇ is now (▇▇▇) ▇▇▇-▇▇▇▇.
THE FOLLOWING CHANGES RELATED TO PARAGRAPH 5 OF THE LETTER OF REPRESENTATIONS:
Old Telecopier Numbers Current Telecopier Number
(▇▇▇) ▇▇▇-▇▇▇▇ and (▇▇▇) ▇▇▇-▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇
The confirmation number (▇▇▇) ▇▇▇-▇▇▇▇ is now (▇▇▇) ▇▇▇-▇▇▇▇.
The new address is Manager; Reorganization Department
Reorganization Window
The Depository Trust Company
The Depository Trust Company
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
THE FOLLOWING CHANGES RELATE TO PARAGRAPH 7 OF THE LETTER OF REPRESENTATIONS:
Old Telecopier Number Current Telecopier Number
(▇▇▇) ▇▇▇-▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇
The new address is Manager; Announcements
Dividend Department
The Depository Trust Company
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
THE FOLLOWING CHANGES RELATE TO PARAGRAPH 9 OF THE LETTER OF REPRESENTATIONS:
Old Telecopier Numbers Current Telecopier Numbers
(▇▇▇) ▇▇▇-▇▇▇▇ and (▇▇▇) ▇▇▇-▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ and (▇▇▇) ▇▇▇-▇▇▇▇
The confirmation number (▇▇▇) ▇▇▇-▇▇▇▇ is now (▇▇▇) ▇▇▇-▇▇▇▇
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The new address for the Paragraph 9 is the same as that listed above, referenced
in Paragraph 7.
THE FOLLOWING CHANGES RELATED TO PARAGRAPH 10 OF THE LETTER OF REPRESENTATIONS:
Such information shall be conveyed by automated notification. If the
circumstance prevent the funds paid to Cede & Co., as nominee of DTC, by 2:30
p.m. ET from equaling the dollar amount associated with detail payments by 12:00
noon ET Issuer or Agent must provide CUSIP-level reconciliation to DTC no later
than 2:30 p.m. ET. Reconciliation can be provided by automated means or written
format.
THE FOLLOWING CHANGES RELATE TO PARAGRAPH 11 OF THE LETTER OR REPRESENTATIONS:
To facilitate the payment standards, Issuer is required to remit free funds to
Agent by 1:00 p.m. ET on each payment date, or at such earlier time as required
by Agent to guarantee timely credit to the Dividend Deposit Account of Cede &
Co.
THE FOLLOWING CHANGES RELATE TO PARAGRAPH 12 OF THE LETTER OF REPRESENTATIONS:
To facilitate the payment standards, Issuer is required to remit free funds to
Agent by 1:00 p.m. ET on each payment date, or at such earlier time as required
by Agent to guarantee timely credit to the Redemption Deposit Account of Cede &
Co. Issuer or Agent shall deliver Cusip-level detail regarding such payments to
DTC no later than 2:30 p.m. ET on each payment date.
THE FOLLOWING CHANGES RELATE TO PARAGRAPH 13 OF THE LETTER OF REPRESENTATIONS:
To facilitate the payment standards, Issuer is required to remit free funds to
Agent by 1:00 p.m. ET on each payment date, or at such earlier time as required
by Agent to guarantee timely credit to the Reorganization Deposit Account of
Cede & Co. Issuer or Agent shall deliver Cusip-level detail regarding such
payments to DTC no later than 2:30 p.m. ET on each payment date.
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