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Exhibit 4.19
GREENWOOD TRUST COMPANY
Master Servicer, Servicer and Seller
and
U.S. BANK NATIONAL ASSOCIATION
Trustee
on behalf of the Certificateholders
FIRST AMENDMENT TO SERIES SUPPLEMENT
Dated as of March 4, 1998
to
POOLING AND SERVICING AGREEMENT
Dated as of October 1, 1993
$526,316,000
DISCOVER CARD MASTER TRUST I
SERIES 1998-2 CERTIFICATES
Dated as of
May 15, 1998
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THIS FIRST AMENDMENT TO THE SERIES 1998-2 SUPPLEMENT (the "Amendment"),
dated as of May 15, 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 (the "Trustee").
WHEREAS Greenwood and the Trustee have entered into the SERIES 1998-2
SUPPLEMENT (the "Agreement"), executed and delivered as of March 4, 1998 with
respect to the Series 1998-2 Certificates, pursuant to Section 6.06 of that
certain Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of October 1, 1993, as amended, relating to Discover Card Master Trust
I; and
WHEREAS pursuant to subsections 13.01(a)(ii) and (iv) of the Pooling and
Servicing Agreement, Greenwood and the Trustee desire to amend Sections 1 and 9
of the Agreement.
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.
(a) Effective as of the date hereof, Section 1 ("Definitions") of the
Agreement is amended by deleting the definition of "Available Subordinated
Amount" in its entirety and replacing it with the following:
"Available Subordinated Amount," if there is a Subordinate Class with
respect to Class A, shall mean, on a Distribution Date, the sum of
(a) (i) with respect to the first Distribution Date, the Initial
Subordinated Amount or (ii) with respect to any other Distribution Date,
the Available Subordinated Amount after giving effect to all adjustments
on the prior Distribution Date; and
(b) the amount of Series Excess Servicing;
as such amount may be (x) reduced pursuant to the provisions of Section 9 to
take into account (i) the amount of Class A and Class B Excess Servicing used to
reimburse the Class A Cumulative Investor Charged-Off Amount, (ii) the amount of
Class B Excess Servicing used to reduce the Class A Required Amount Shortfall,
(iii) the amount of the Class B Subordinated Payment and (iv) the amount of any
reduction in the Class B Investor Interest resulting from the reimbursement of
the Class A Cumulative Investor Charged-Off Amount, in each case for such
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Distribution Date, and (y) increased pursuant to the provisions of Section 9 to
take into account the application of amounts on deposit in the Group Finance
Charge Collections Reallocation Account (i) to reduce the Class B Required
Amount Shortfall, (ii) to reduce the Class B Cumulative Investor Charged-Off
Amount and (iii) to increase the Available Class B Credit Enhancement Amount, in
each case for such Distribution Date; provided, however, that from and after
the Fully Funded Date, if any, the Available Subordinated Amount will equal
zero.
Upon the occurrence of a Supplemental Credit Enhancement Event, the Available
Subordinated Amount will be increased by the Supplemental Subordinated Amount.
In addition, on the first Distribution Date following an Effective Alternative
Credit Support Election, the Available Subordinated Amount shall be increased by
the Additional Subordinated Amount. In no event, however, shall the Available
Subordinated Amount exceed (i) through the last Distribution Date preceding an
Effective Alternative Credit Support Election, the Initial Subordinated Amount
plus the Supplemental Subordinated Amount and (ii) thereafter, the sum of the
Initial Subordinated Amount, the Supplemental Subordinated Amount and the
Additional Subordinated Amount.
(b) Effective as of the date hereof, Section 9 ("Allocations of
Collections") of the Agreement is amended as follows:
(1) Clause (25) of Section 9(b) shall be amended by deleting such
clause in its entirety and replacing it with the following:
(25) The allocations set forth in clauses (25)(A) and (25)(B) shall be
made, first, with respect to Class A, and then, if there is a Subordinate Class
with respect to Class A, the allocations set forth in clauses (25)(A) and
(25)(B) shall be made with respect to Class B, to the extent that funds are
available pursuant to this clause (25):
(A) An amount equal to the lesser of
(x) the Class Required Amount Shortfall and
(y) the product of
(1) a fraction the numerator of which is the Class Required
Amount Shortfall and the denominator of which is the sum
of the Class Required Amount Shortfalls for all Classes
designated by the same letter of the alphabet of all
Series in the Group to which the Series established
hereby belongs (after giving effect to provisions in the
applicable Series Supplements substantially similar to
the clauses preceding this clause (25)) and
(2) the amount on deposit in the Group Finance Charge
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Collections Reallocation Account before any withdrawals
therefrom with respect to any other Series pursuant to a
comparable clause in the applicable Series Supplements,
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Distribution Account. The Class Required
Amount Shortfall shall be reduced by the amount of such deposit. The Available
Subordinated Amount shall be increased by the amount of any such deposit that
reduces the Class B Required Amount Shortfall.
(B) An amount equal to the lesser of
(x) the Class Cumulative Investor Charged-Off Amount and
(y) the product of
(1) a fraction the numerator of which is the Class
Cumulative Investor Charged-Off Amount and the
denominator of which is the sum of the Class Cumulative
Investor Charged-Off Amounts for all Classes designated
by the same letter of the alphabet of all Series in the
Group to which the Series established hereby belongs
(after giving effect to provisions in the applicable
Series Supplements substantially similar to the clauses
preceding this clause (25)) and
(2) the amount on deposit in the Group Finance Charge
Collections Reallocation Account before any withdrawals
therefrom with respect to any other Series pursuant to a
comparable clause in the applicable Series Supplements,
shall be withdrawn from the Group Finance Charge Collections Reallocation
Account and deposited into the Series Principal Collections Account. The Class
Cumulative Investor Charged-Off Amount shall be reduced by the amount of such
deposit. The Available Subordinated Amount shall be increased by the amount of
any such deposit that reduces the Class B Cumulative Investor Charged-Off
Amount.
(2) Clause (26)(B) of Section 9(b) shall be amended by deleting such
clause in its entirety and replacing it with the following:
(B) If there is a Subordinate Class with respect to Class A, an
amount equal to the lesser of
(x) the amount by which the Available Class B Credit Enhancement
Amount is less than the Maximum Class B Credit Enhancement
Amount and
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(y) the product of
(1) a fraction, the numerator of which is the amount
by which the Available Class B Credit Enhancement
Amount is less than the Maximum Class B Credit
Enhancement Amount and the denominator of which is
the sum of, for each Series in the Group of which
the Series established hereby is a member, the
amount by which the Available Class B Credit
Enhancement Amount for such Series is less than
the Maximum Class B Credit Enhancement Amount for
such Series (after giving effect to provisions in
the applicable Series Supplements substantially
similar to the clauses preceding this clause (26))
and
(2) the amount on deposit in the Group Finance Charge
Collections Reallocation Account before any
withdrawals therefrom with respect to any other
Series pursuant to a comparable clause in the
applicable Series Supplements,
shall be withdrawn from the Group Finance Charge Collections
Reallocation Account and paid to the Trustee as administrator of
the Credit Enhancement for application in accordance with the
provisions of the Credit Enhancement Agreement. Each of the
Available Class B Credit Enhancement Amount and the Available
Subordinated Amount shall be increased by the amount of such
deposit.
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.
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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/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
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Title: Vice President, Director of Accounting,
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Treasurer and Assistant Secretary
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U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: /s/ Xxxxxxxx X. Xxxxx
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Name: Xxxxxxxx X. Xxxxx
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Title: Vice President
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