exv4w1



 





EXHIBIT 4.1




EXECUTION VERSION




 






DISCOVER BANK


Master Servicer, Servicer and Seller




and




U.S. BANK NATIONAL ASSOCIATION




Trustee




on behalf of the Certificateholders




FOURTH AMENDMENT TO AMENDED AND RESTATED


POOLING AND SERVICING AGREEMENT


dated as of November 3, 2004




 






DISCOVER CARD MASTER TRUST I




 






Dated as of

December 18, 2007




 









 








EXECUTION VERSION



     This FOURTH AMENDMENT TO AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT (this
“Amendment”), dated as of December 18, 2007, is entered into by and between DISCOVER BANK,
a Delaware banking corporation (formerly Greenwood Trust Company), as Master Servicer, Servicer and
Seller (“Discover Bank”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association
organized and existing under the laws of the United States of America (formerly First Bank National
Association, successor trustee to Bank of America Illinois, formerly Continental Bank, National
Association), as Trustee (the “Trustee”).


          WHEREAS, Discover Bank and the Trustee entered into that certain Pooling and Servicing
Agreement dated as of October 1, 1993, as amended, which was restated in its entirety by that
certain Amended and Restated Pooling and Servicing Agreement, dated as of November 3, 2004, by and
between Discover Bank and the Trustee, relating to Discover Card Master Trust I, as amended by that
certain First Amendment to Amended and Restated Pooling and Servicing Agreement and Global
Amendment to Certain Series Supplements thereto, dated as of January 4, 2006, that certain Second
Amendment to Amended and Restated Pooling and Servicing Agreement, dated as of March 30, 2006, and
that certain Third Amendment to Amended and Restated Pooling and Servicing Agreement, dated as of
July 26, 2007 (as amended, the “Agreement”); and


          WHEREAS, pursuant to Sections 13.01(a)(ii) of the Agreement, Discover Bank and the Trustee
desire to amend Section 2.01 of the Agreement, in a manner that shall not adversely affect in any
material respect the interests of the Holders of any Class of any Series currently outstanding,
including any Series that has issued only collateral certificates to an entity or entities that
issues securities supported by, among other things, such collateral certificates.


          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. Amendments to the Agreement.


          (a) Effective as of the date hereof Section 2.01 of the Agreement is amended by adding the
following paragraph as a new subsection (c) of Section 2.01:




“(c) At all times Discover Bank shall identify the Accounts (and only the Accounts)
in its computer files with a “41”, “42”, “341”, or “342” in the field captioned
“SECURED_POOL_NBR”; provided, however, that Discover Bank may change the number used
to identify any of the Accounts in its computer files, or the caption of the field
if Discover Bank records and files, at its own expense, any amendment to any
financing statements with respect to the Receivables then existing and thereafter
created as is necessary to preserve the perfection of the security interest in such
Receivables to the Trust after giving effect to such



 









 









change, and shall deliver a file-stamped copy of such amendment or other evidence of
such filing to the Trustee on or prior to the date of any such change.”


          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. Incorporation by Reference. The provisions of Sections 13.04 (Governing Law),
13.07 (Severability of Provisions), 13.10 (Further Assurances), 13.12 (Counterparts) and 13.13
(Third Party Beneficiaries) of the Agreement shall be incorporated into this Amendment, mutatis
mutandis, as if references to “this Agreement” in the Agreement were references to this Amendment.



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     IN WITNESS WHEREOF, Discover Bank and the Trustee have caused this Amendment to be duly
executed by their respective officers as of the day and year first above written.



	 	 	 	 	 
	 	DISCOVER BANK, as Master Servicer, Servicer
 and
Seller

 	 
	 	By:  	/s/ Michael F. Rickert
 	 
	 	Name:  	Michael F. Rickert 	 
	 	Title:  	Vice President, Chief Financial

Officer and Treasurer 	 
	 
	 
	 
	 	U.S. BANK NATIONAL ASSOCIATION, as 
Trustee
 

	 
	 	By:  	/s/ Patricia M. Child
 	 
	 	Name:  	Patricia M. Child 	 
	 	Title:  	Vice President 	 
	 



Signature Page to Fourth Amendment

to Amended and Restated Pooling and Servicing Agreement