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Exhibit 4.2
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 December 1, 1993
to
POOLING AND SERVICING AGREEMENT
Dated as of October 1, 1993
____________________
$833,334,000
DISCOVER CARD MASTER TRUST I
SERIES 1993-2 CERTIFICATES
Dated as of
May 15, 1998
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THIS FIRST AMENDMENT TO THE SERIES 1993-2 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 1993-2
SUPPLEMENT (the "Agreement"), executed and delivered as of December 1, 1993
with respect to the Series 1993-2 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
10 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 Class A Excess Servicing plus the amount of Class
B Excess Servicing; and
(c) the sum of (i) the amount of CCA Available Collections on the
immediately preceding Distribution Date that were used to fund all or
part of the Class A Required Amount, the Class B Required Amount, the
Class A Cumulative Investor Charged-Off Amount or the Class B Cumulative
Investor Charged-Off Amount
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on such immediately preceding Distribution Date and (ii) the amount of
any reduction in the CCA Investor Interest resulting from the
reimbursement of the Class B Cumulative Investor Charged-Off Amount; and
(d) the sum of any amounts originally allocated to another Series on
the immediately preceding Distribution Date (regardless of whether any
such amounts were originally allocated to a Subordinate Series or were
made available through the Group Finance Charge Collections Reallocation
Account) that were reallocated to the Series established hereby on such
immediately preceding Distribution Date to fund all or part of the Class
A Required Amount, the Class B Required Amount, the Class A Cumulative
Investor Charged-Off Amount or the Class B Cumulative Investor
Charged-Off Amount;
as such amount may be 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 Distribution Date. 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 and (ii) thereafter, the
Initial Subordinated Amount plus the Additional Subordinated Amount.
(b) Effective as of the date hereof, Section 10 ("Payments") of the
Agreement is amended as follows:
(1) Subsection (a)(6) shall be renumbered as subsection (a)(7).
(2) A new subsection (a)(6) shall be added as follows:
(6) On the first Special Payment Date of the Amortization
Period, if any, after giving effect to the payments and withdrawals
described above on such day, an amount equal to the lesser of
(x) the Series Invested Amount and
(y) the amount on deposit in the Series Principal
Funding Account
shall be withdrawn from the Series Principal Funding Account and
shall be paid to the Investor Certificateholders pursuant to
Section 5.01 of the Pooling and Servicing Agreement. Except as set
forth in the following sentence, all such
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amounts shall be paid to the Class A Investor Certificateholders
until the Class A Invested Amount is reduced to zero; and,
thereafter, if there is a Subordinate Class with respect to Class
A, such amounts shall be paid to the Class B Investor
Certificateholders until the Class B Invested Amount is reduced to
zero, unless the Series Termination Date occurs prior to such date.
Notwithstanding the foregoing, if the Special Payment Date is the
first Special Payment Date following the occurrence of an Economic
Early Amortization Event, an amount equal to the amount deposited
into the Series Principal Funding Account pursuant to Section 9 for
the benefit of the Class B Investor Certificateholders shall be
paid to the Class B Investor Certificateholders, and not to the
Class A Investor Certificateholders. In no event shall any amounts
be paid with respect to any Class of Investor Certificates pursuant
to this clause (6) in excess of the Class Invested Amount for such
Class. Any amounts remaining on deposit in the Series Principal
Funding Account after the Class Invested Amount for each Class has
been reduced to zero shall be paid to the Holder of the Seller
Certificate.
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
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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