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GREENWOOD TRUST COMPANY
Servicer
DISCOVER RECEIVABLES FINANCING GROUP, INC.
Seller
and
WILMINGTON TRUST COMPANY
Trustee
on behalf of the Certificateholders
SECOND AMENDMENT TO THE
POOLING AND SERVICING AGREEMENT
Dated as of February 1, 1993
_______________________
DISCOVER CARD TRUST 1993 B
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Dated as of
November 30, 1998
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THIS SECOND AMENDMENT TO THE POOLING AND SERVICING AGREEMENT (the
"Amendment"), dated as of November 30, 1998, is entered into by and between
GREENWOOD TRUST COMPANY, a Delaware banking corporation, as Servicer (the
"Servicer"), DISCOVER RECEIVABLES FINANCING GROUP, INC., a Delaware corporation,
as Seller (the "Seller") and WILMINGTON TRUST COMPANY, as Trustee (the
"Trustee").
WHEREAS the Servicer, the Seller and the Trustee have entered into the
POOLING AND SERVICING AGREEMENT (the "Agreement") dated as of February 1, 1993
relating to Discover Card Trust 1993 B; and
WHEREAS pursuant to subsection 13.01(a) of the Agreement, the Servicer, the
Seller and the Trustee desire to amend Sections 1.01, 2.08, 3.01, 3.05, 3.06,
6.04, 6.05, 6.07, 7.05, 12.03 and 12.04 thereof and Exhibits B and F thereto 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.
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Unless otherwise specified, capitalized terms used in this Amendment shall
have the same meanings ascribed to them in the Agreement.
2. Amendments to Section 1.01.
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The following definitions are hereby amended and restated in their entirety
to read as follows:
"Certificate" shall mean any certificated Seller Certificate or any
one of the Class A Certificates or the Class B Certificates.
"Certificateholder" or "Holder" shall mean the Person in whose name a
Certificate is registered in the Certificate Register or a Person in
whose name ownership of the uncertificated Seller Certificate is
recorded in the books and records of the Trustee.
"Seller Certificate" shall mean (i) if the Seller elects to evidence
its fractional undivided interest in the Trust in certificated form
pursuant to Section 6.04 hereof, the certificate executed by the
Seller and authenticated by the Trustee, substantially in the form of
Exhibit B hereto, or (ii) an uncertificated fractional undivided
interest in the Trust, as evidenced by a recording in the books and
records of the Trustee, including the right to receive the Collections
and other amounts to be paid to the Holder of the Seller Certificate
at the times and in the amounts specified herein.
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3. Amendment to Section 2.08.
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Section 2.08 is hereby amended and restated in its entirety to read as
follows:
Pursuant to the request of the Seller, the Trustee has caused Certificates
in authorized denominations to be duly authenticated and delivered to or
upon the order of the Seller pursuant to Section 6.05. These Certificates
and any uncertificated Seller Certificate, if applicable, represent the
entire ownership of the Trust.
4. Amendment to Section 3.01.
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The first sentence of Section 3.01(a) is hereby amended by deleting the
phrase "the issuance of the Seller Certificate" in the second line thereof and
inserting the phrase "the issuance of a certificated Seller Certificate to the
Seller or the recording of the Seller's uncertificated fractional undivided
interest in the Trust in the books and records of the Trustee" in place thereof.
5. Amendment to Section 3.05.
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Section 3.05 is hereby amended and restated in its entirety to read as
follows:
Annual Servicer's Certificate. The Servicer will deliver to the
Trustee, the Seller and the Rating Agency, on or before March 15 of
each calendar year, beginning in March 1999, an Officer's Certificate
substantially in the form of Exhibit F hereto stating (a) that in the
course of the performance by the signer of his duties as an officer of
the Servicer he would normally obtain knowledge of any Servicer
Termination Event (as such term is defined herein) and (b) whether or
not he has obtained knowledge of any such Servicer Termination Event
during the transition period from January 1, 1998 through November 30,
1998, or the preceding fiscal year ended November 30, as applicable,
and, if so, specifying each such Servicer Termination Event of which
the signer has knowledge and the nature thereof. A copy of such
certificate may be obtained by any Investor Certificateholder by a
request in writing to the Trustee addressed to the Corporate Trust
Office.
6. Amendments to Section 3.06.
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(a) Section 3.06(a) is hereby amended and restated in its entirety to read
as follows:
(a) On or before March 15 of each calendar year, beginning in March
1999, the Servicer shall cause a firm of nationally recognized
independent public accountants (who may also render other
services to the Servicer or the Seller) to furnish a report to
the Trustee, the Rating Agencies and the Servicer to the effect
that such firm is of the opinion that the system of internal
accounting
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controls in effect on the date of such statement relating to the
servicing procedures performed by the Servicer under this
Agreement, taken as a whole, was sufficient for the prevention
and detection of errors and irregularities which would be
material to the assets of the Trust during the transition period
from January 1, 1998 through November 30, 1998, or the preceding
fiscal year ended November 30, as applicable, and that nothing
has come to their attention that would cause them to believe that
such servicing has not been conducted in compliance with Sections
3.02, 4.03, 4.06, 4.07, 4.09 and 8.07 of this Agreement, except
for such exceptions as they believe to be immaterial and such
other exceptions as shall be set forth in such report. A copy of
such report may be obtained by any Investor Certificateholder by
a request in writing to the Trustee addressed to the Corporate
Trust Office.
(b) Section 3.06(b) is hereby amended and restated in its entirety to read
as follows:
(b) On or before March 15 of each calendar year, beginning in March
1999, the Servicer shall cause a firm of nationally recognized
independent public accountants (who may also render other
services to the Servicer or the Seller) to furnish a report to
the Trustee and the Rating Agencies to the effect that they have
compared the mathematical calculations of each amount set forth
in the monthly certificates forwarded by the Servicer pursuant to
subsection 3.04(b) during the transition period from January 1,
1998 through November 30, 1998, or the preceding fiscal year
ended November 30, as applicable, with the computer reports of
the Servicer and such accountants are of the opinion that such
amounts are in agreement, except for such exceptions as they
believe to be immaterial and such other exceptions as shall be
set forth in such report. A copy of such report may be obtained
by any Investor Certificateholder by a request in writing to the
Trustee addressed to the Corporate Trust Office.
7. Amendments to Section 6.04.
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(a) The first sentence of Section 6.04(a) is hereby amended and restated
in its entirety to read as follows:
Subject to Section 6.01 hereof, the Investor Certificates of each
Class shall be substantially in the form of Exhibits A-1 and A-2,
respectively hereto and shall, upon issue, be executed and delivered
by the Trustee pursuant to the directions of the Seller for
authentication and redelivery as provided in Sections 2.07 and 6.05.
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(b) The following sentences shall be inserted immediately after the first
sentence of Section 6.04(a):
The Seller and Greenwood may jointly elect at any time, by written
notice to the Trustee, to have their fractional undivided interest in
the Trust be (i) evidenced by a certificate or (ii) an uncertificated
interest. If the Seller and Greenwood elect to have their fractional
undivided interest in the Trust be uncertificated, they shall deliver
to the Trustee for cancellation any certificate previously issued.
Subject to Section 6.01 hereof, if the Seller and Greenwood elect to
have their fractional undivided interest in the Trust be evidenced by
a certificate, such certificate shall be issued pursuant hereto,
substantially in the form of Exhibit B hereto, and shall upon issue be
executed and delivered by the Seller to the Trustee for authentication
and redelivery as provided in Sections 2.07 and 6.05.
(c) The third sentence of Section 6.04(a) is hereby deleted in its
entirety.
8. Amendment to Section 6.05.
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The second and third sentences of Section 6.05 are hereby amended and
restated in their entirety to read as follows:
The Trustee shall authenticate and deliver any certificated Seller
Certificate, if applicable, to the Seller simultaneously with its
delivery of the Investor Certificates. The Certificates shall be duly
authenticated by or on behalf of the Trustee, in authorized
denominations equal to (in the aggregate) in the case of the Investor
Certificates, the Initial Investor Interest of each Class, and, in the
case of any certificated Seller Certificate, in a denomination equal
to the Seller's fractional undivided interest in the Trust. The
Certificates and any uncertificated Seller Certificate, if applicable,
represent the entire ownership of the Trust.
9. Amendment to Section 6.07.
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Section 6.07(a) is hereby amended by deleting the phrase "Fractional
Undivided Interest" in the last full line thereof and inserting the phrase
"fractional undivided interest" in place thereof.
10. Amendment to Section 7.05.
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The first sentence of Section 7.05 is hereby amended and restated in its
entirety to read as follows:
It is the understanding of the parties that the certificated Seller
Certificate will be issued to Greenwood and DRFG as tenants-in-
common or the Trustee will record in its books and records that the
Seller and Greenwood own an uncertificated interest in the Seller
Certificate as tenants-in-
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common, in each case pursuant to instructions from the Seller as
described in a certain Purchase and Contribution Agreement by and
among the Seller, Greenwood and others.
11. Amendment to Section 12.03.
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The second sentence of Section 12.03(a) is hereby amended and restated in
its entirety to read as follows:
The Servicer's notice to the Trustee in accordance with the next
preceding sentence shall be accompanied by an Officer's Certificate
setting forth the information specified in Section 3.05 covering the
period during the transition period from January 1, 1998 through
November 30, 1998, or the then-current fiscal year ended November 30,
as applicable, through the date of such notice.
12. Amendment to Section 12.04.
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The first sentence of Section 12.04 is hereby amended and restated in its
entirety to read as follows:
Upon the termination of the Sellers' obligations and responsibilities
with respect to the Trust pursuant to Section 12.01 and the surrender,
if applicable, of any certificated Seller Certificate, the Trustee
shall sell, assign, and convey to the Holder of the Seller Certificate
(without recourse, representation or warranty except for the warranty
that since the date of transfer by the Seller under this Agreement the
Trustee has not sold, transferred or encumbered any such Receivables
or interest therein) all right, title and interest of the Trust in the
Receivables, whether then existing or thereafter created, and all
proceeds thereof and Insurance Proceeds relating thereto except, if
applicable, for amounts held by the Trustee pursuant to subsection
12.03(b).
13. Amendment to Exhibit B (Form of Seller Certificate).
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(a) The first paragraph immediately following the legends on Exhibit B to
the Agreement is hereby amended by deleting the phrase "Fractional
Undivided Interest" in the third line thereof and inserting the phrase
"fractional undivided interest" in place thereof.
(b) The first sentence of the fourth paragraph immediately following the
legends on Exhibit B to the Agreement is hereby amended by deleting
the phrase "Fractional Undivided Interest" and inserting the phrase
"fractional undivided interest" in place thereof.
14. Amendment to Exhibit F (Form of Annual Servicer's Certificate).
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Paragraph 3 of Exhibit F to the Agreement is hereby amended and restated in
its entirety to read as follows:
During the [transition period from January 1, 1998 through November
30, 1998] [fiscal year ended November 30, ____] in the course of my
duties as an officer of the Servicer, I would normally obtain
knowledge of any Servicer Termination Event.
15. Effect Upon the Agreement. Except as specifically set forth herein,
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the Agreement shall remain in full force and effect and is hereby ratified and
confirmed.
16. Counterparts. This Amendment may be executed in two or more
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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, DRFG 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 Servicer
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President, Bank Operations
DISCOVER RECEIVABLES FINANCING GROUP,
INC., as Seller
By: /s/ ▇▇▇▇▇▇▇ ▇. York
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▇▇▇▇▇▇▇ ▇. York
Vice President
WILMINGTON TRUST COMPANY, as Trustee
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇
Vice President
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