Exhibit 4.2
Execution Copy
DISCOVER BANK
Master Servicer, Servicer and Seller
and
U.S.
BANK NATIONAL ASSOCIATION
Trustee
on
behalf of the Certificateholders
THIRD
AMENDMENT TO AMENDED AND RESTATED
POOLING AND SERVICING AGREEMENT
dated as of November 3, 2004
DISCOVER CARD MASTER TRUST I
Dated
as of
July 26, 2007
This THIRD AMENDMENT TO AMENDED AND
RESTATED POOLING AND SERVICING AGREEMENT (this “
Amendment ”), dated as of July 26, 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,
and that certain Second Amendment to Amended and Restated Pooling
and Servicing Agreement, dated as of March 30, 2006, (as
amended, the “ Agreement ”); and
WHEREAS,
pursuant to Sections 13.01(a)(ii) of the Agreement, Discover
Bank and the Trustee desires to amend Sections 6.06 and 11.02
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, in contemplation of one or more
Series that will issue only collateral certificates to an entity or
entities that will issue 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 6.06 of the Pooling and
Servicing Agreement is amended by replacing paragraph
(a) thereof with the following paragraph:
“(a) The
Sellers may direct the Trustee to issue, from time to time, one or
more Series subject to the conditions described below (each such
issuance, a “New Issuance”). The Sellers may effect a
New Issuance by notifying the Trustee, in writing, at least three
days in advance of the date upon which the New Issuance is to
occur. Any notice of the New Issuance shall state the designation
of any Series to be issued on the date of the New Issuance and,
with respect to each such Series: (i) its Series Initial
Investor Interest, (ii) the Certificate Rate of each Class or
Subclass, if applicable, of such Series; (iii) its Payment
Dates and the date from which interest shall accrue; (iv) its
Series Termination Date and (v) any other terms that the
Sellers set forth in such notice of a New Issuance; provided
,
however
, that any notice of a New Issuance with respect to any Series that
issues only collateral certificates to an entity or entities that
will issue securities supported by, among other things, such
collateral certificates, shall, in lieu of stating the information
in clauses (i) through (v) above, attach a copy of the
Series Supplement therefor, in a form substantially agreed
upon by the Sellers, the Master Servicer, the Servicers and the
Trustee. On the date of the New Issuance, the Trustee shall
authenticate and deliver any such Series only upon satisfaction of
the following conditions: (a) Discover Bank on behalf of the
Holder of the Seller Certificate shall have delivered to the
Trustee a Series Supplement executed by the Sellers, the
Master Servicer, the Servicers and the Trustee that specifies the
terms o
