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EXHIBIT 4.2
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GREENWOOD TRUST COMPANY
Master Servicer, Servicer and Seller
and
CONTINENTAL BANK
Trustee
on behalf of the Certificateholders
FIRST 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
August 15, 1994
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THIS FIRST AMENDMENT TO THE POOLING AND SERVICING AGREEMENT (the
"Amendment"), dated as of August 15, 1994, is entered into by and between
GREENWOOD TRUST COMPANY, a Delaware banking corporation, as Master Servicer,
Servicer and Seller ("Greenwood") and CONTINENTAL BANK, an Illinois banking
corporation, 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 2.10, 6.06 and 8.04 thereof 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. 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. Effective as of the date hereof:
(a) The introductory clause of Article II, Subsection
2.10(c) ("Conditions to the Designation of Discover Card
Accounts Originated by Greenwood as Additional Accounts") of
the Agreement, preceding sub-clause (i), is deleted and
replaced with the following:
"In addition to discretionary designations of Additional
Accounts as described in Section 2.10(b), Greenwood on behalf
of the Holder of the Seller Certificate also shall be
permitted to designate Discover Card accounts originated by
Greenwood as "Additional Accounts" if the following
conditions are satisfied on or prior to the Addition Date
(except with respect to Section 2.10(c)(i), which shall be
satisfied on or prior
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to the fifth Business Day following the Addition Date):"
(b) The introductory clause of Article II, Subsection
2.10(d) ("Conditions to Designation of Additional Accounts,
other than Discover Card Accounts Originated by Greenwood") of
the Agreement, preceding sub-clause (i), is deleted and
replaced with the following:
"In addition to designations of Additional Accounts as
described in Sections 2.10(b) and 2.10(c), subject to the
conditions set forth below, Greenwood on behalf of the Holder
of the Seller Certificate shall be permitted to designate as
Additional Accounts (x) credit accounts originated by
Greenwood which are not Discover Card accounts and/or (y)
credit accounts originated by an affiliate of Greenwood (an
"Additional Seller"), which may or may not be Discover Card
accounts. Greenwood on behalf of the Holder of the Seller
Certificate shall be permitted to designate such accounts as
Additional Accounts if the following conditions are satisfied
on or prior to the Addition Date (except with respect to
Section 2.10(d)(i), which shall be satisfied on or prior to
the fifth Business Day following the Addition Date):"
(c) Clause (iii) of the fourth sentence of Article
VI, Subsection 6.06(a) of the Agreement shall be renumbered as
clause (c); the cross-reference to clause (iii) in such clause
shall be renumbered as clause (c); and clause (iv) in such
sentence shall be renumbered as clause (d).
(d) Newly numbered clause (c)(A) of the fourth
sentence of Article VI, Subsection 6.06(a) of the Agreement is
deleted in its entirety and replaced with the following:
"(A) with respect to each New Issuance, an opinion of counsel
dated as of the date of such New Issuance to the effect that,
although not free
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from doubt, the Investor Certificates of such New Issuance
will be treated as indebtedness of the Sellers for federal
income and Delaware (and any other state where substantial
servicing activities are conducted by an Additional Seller
with respect to Accounts serviced by such Additional Seller,
or by Greenwood if there is a substantial change from
Greenwood's present servicing activity, if any, in such
state) state income or franchise tax purposes and"
(e) The following is inserted after the first sentence of Article
VIII, Section 8.04 ("Master Servicer or Servicer Resignation")
of the Agreement:
"For purposes of the foregoing sentence, applicable law shall
include, without limitation, any condition that relates to
the activities of the Master Servicer under any Requirements
of Law and that, in the Master Servicer's reasonable
judgment, must be satisfied in order for any affiliate of the
Master Servicer not otherwise treated as a bank holding
company (or any similar designation under the Bank Holding
Company Act of 1956, as said act may be amended from time to
time) to avoid being treated as a bank holding company under
the Bank Holding Company Act of 1956, as amended, or to avoid
limitations under said act upon the activities in which the
Master Servicer or any affiliate of the Master Servicer may
engage."
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.
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.
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GREENWOOD TRUST COMPANY, as Master
Servicer, Servicer and Seller
By: /s/ Xxxx X. Xxxxx
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CONTINENTAL BANK, as Trustee
By: /s/ Xxxx Xxxxxx
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