exv4w1



 






Exhibit 4.1




 






DISCOVER BANK

Master Servicer, Servicer and Seller




and




U.S. BANK NATIONAL ASSOCIATION

Trustee




on behalf of the Certificateholders




FIRST AMENDMENT TO AMENDED AND RESTATED

POOLING AND SERVICING AGREEMENT

dated as of November 3, 2004




and




GLOBAL AMENDMENT TO CERTAIN SERIES SUPPLEMENTS THERETO




 






DISCOVER CARD MASTER TRUST I




 






Dated as of

January 4, 2006




 









 





     This FIRST AMENDMENT TO AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT AND GLOBAL
AMENDMENT TO CERTAIN SERIES SUPPLEMENTS THERETO (this “Amendment”), dated as of January 4,
2006, 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 (the
“Agreement”);



          WHEREAS, pursuant the Agreement, Discover Card Master Trust I has issued several Series of
Investor Certificates, the specific terms of which are set forth, with respect to each Series, in a
Series Supplement to the Agreement (references to any Series Supplement contained herein shall
mean, as applicable, such Series Supplement incorporating subsequent amendments thereto); and



          WHEREAS, pursuant to subsection 13.01(a)(ii) of the Agreement, Discover Bank and the Trustee
desire to amend Section 1.01 and subsection 4.03(e) thereof and amend certain Series Supplements to
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.



          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 and Series Supplements. Effective as of the date
hereof:



          (A) Article I, Section 1.01 (“Definitions”) of the Agreement is amended by deleting the
paragraph beginning “Additional Funds” in its entirety and replacing it with the following:



          “Additional Funds” shall mean zero.



          (B) Article IV, subsection 4.03(e) of the Agreement (“Additional Funds”) is deleted in its
entirety.



          (C) The Series Term Sheet of each Series Supplement set forth on Exhibit A hereto is
amended by deleting the phrase(s) “Initially, zero.” (or any phrase substantially similar



 









 







thereto), in each case located across from each reference to “Amount of Additional Funds”,
and replacing such phrase(s) with “Zero.”



          (D) The Series Term Sheet of each Series Supplement set forth on Exhibit A hereto is amended
by deleting the phrase(s) “Initially zero, and may be increased pursuant to Section [___] hereto.”
(or any phrase substantially similar thereto), in each case located across from each reference to
“Series Yield Factor”, and replacing such phrase(s) with “Zero.”



          (E) The section entitled “Series Yield Factor” in each Series Supplement set forth on Exhibit
A hereto (as specified in Exhibit A), is deleted in its entirety and replaced with the title
“[Intentionally Omitted]”. The table of contents of each such Series Supplement is amended to
reflect the amendment set forth in the preceding sentence.



          3. Effect Upon the Agreement. Except as specifically set forth herein, the Agreement
and each Series Supplement set forth on Exhibit A shall remain in full force and effect and each 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” and “Series Supplements” in the Agreement were
references to this Amendment and the Series Supplements set forth on Exhibit A respectively.



[Remainder of page intentionally blank; signature page follows]




2









 








     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 Accounting

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

	 	By:	 	/s/ Patricia M. Child
	 

	 	 	 	 
	 

	 	Name:	 	Patricia M. Child
	 

	 	Title:	 	Vice President






3









 





Exhibit A



The following Series Supplements, in each case as executed by and between Discover Bank, a Delaware
banking corporation (or its predecessor), as Master Servicer, Servicer and Seller, and U.S. Bank
National Association (or its predecessor), as Trustee, shall be amended in accordance with Sections
2(C), (D) and (E) of the Amendment:




	 	 	 	 	 
	Series	 	Series Supplement Date	 	“Series Yield Factor”
	1996-3

	 	February 21, 1996
	 	Section 21
	1996-4

	 	April 30, 1996
	 	Section 21
	1998-5

	 	June 12, 1998
	 	Section 26
	2000-4

	 	May 10, 2000
	 	Section 25
	2000-7

	 	June 20, 2000
	 	Section 25
	2000-9

	 	December 19, 2000
	 	Section 25
	2001-1

	 	January 4, 2001
	 	Section 25
	2001-2

	 	January 16, 2001
	 	Section 25
	2001-3

	 	March 15, 2001
	 	Section 25
	2001-6

	 	July 24, 2001
	 	Section 25
	2002-2

	 	April 25, 2002
	 	Section 25
	2002-3

	 	May 29, 2002
	 	Section 25
	2003-1

	 	January 22, 2003
	 	Section 25
	2003-2

	 	February 18, 2003
	 	Section 25
	2003-3

	 	March 25, 2003
	 	Section 25
	2003-4

	 	December 30, 2003
	 	Section 25
	2004-1

	 	November 3, 2004
	 	Section 25
	2004-2

	 	December 2, 2004
	 	Section 25
	2005-1

	 	January 18, 2005
	 	Section 25
	2005-2

	 	October 13, 2005
	 	Section 25