SUPPLEMENTAL AGREEMENT NO. 1 dated
as of January 1, 1998 (the "Supplemental
Agreement") to the Pooling and Servicing
Agreement dated as of June 1, 1993, as
amended and supplemented (the "Agreement"),
among FIRST DEPOSIT NATIONAL BANK, a
national banking association, Seller and
Servicer; PROVIDIAN NATIONAL BANK (formerly
known as FIRST DEPOSIT NATIONAL CREDIT CARD
BANK), a national banking association,
Seller; and BANKERS TRUST COMPANY, a New
York banking corporation, Trustee.
WHEREAS, First Deposit National Bank and Providian National Bank have
entered into an agreement dated as of December 8, 1997 pursuant to which
Providian National Bank will be merged with and into First Deposit National Bank
effective January 1, 1998 (the "Merger");
WHEREAS, in connection with the Merger and pursuant to Section 7.02 of the
Agreement, First Deposit National Bank (the "Surviving Seller") will assume all
the rights and obligations of Providian National Bank (the "Discontinued
Seller") as a Seller under the Agreement and as an originator of the Trust;
WHEREAS, subsequent to the Merger, the Surviving Seller will change its
name from First Deposit National Bank to Providian National Bank;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Capitalized terms used but not otherwise defined herein shall have the
meanings ascribed to such terms in the Agreement.
2. In connection with the Merger and in accordance with Section 7.02 of
the Agreement, the Surviving Seller agrees that it hereby assumes the
performance of every covenant and obligation of the Discontinued Seller under
the Agreement.
3. This Supplemental Agreement shall be governed by and construed in
accordance with the laws of the State of New York and applicable federal law.
4. This Supplemental Agreement 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.
5. Except as amended hereby, the Agreement shall continue in full force
and effect in accordance with the provisions thereof as in existence on the date
hereof. After the date hereof, any reference to the Agreement shall mean the
Agreement as amended by the Supplemental Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Agreement to be duly executed by their respective officers as of the date first
above written.
FIRST DEPOSIT NATIONAL BANK,
Seller and Servicer,
By: /s/ Xxxxx X. Xxxxxxx
---------------------------
Xxxxx X. Xxxxxxx
Senior Vice President and
Chief Financial Officer
PROVIDIAN NATIONAL BANK,
Seller,
By: /s/ Xxxxx X. Xxxxxxx
---------------------------
Xxxxx X. Xxxxxxx
Senior Vice President and
Chief Financial Officer
Accepted:
BANKERS TRUST COMPANY, Trustee,
By: /s/ Xxxx Xxxx
--------------------------
Name: Xxxx Xxxx
Title: Vice President
