FIRSTAMENDMENT TO CLASS A(2010-D) TERMS DOCUMENT Dated as of June 12, 2015 between Discover Card ExecutionNote Trust, as Issuer, U.S.Bank National Association, as Indenture Trustee
Exhibit 4.1
EXECUTION VERSION
FIRST AMENDMENT
TO
CLASS A(2010-D) TERMS DOCUMENT
Dated as of June 12, 2015
between
Discover Card Execution Note Trust,
as Issuer,
U.S. Bank National Association,
as Indenture Trustee
This FIRST AMENDMENT TO THE CLASS A(2010-D) TERMS DOCUMENT (this Amendment), between the Discover Card Execution Note Trust, as Issuer (the Issuer) and U.S. Bank National Association, as Indenture Trustee (the Indenture Trustee), is made and entered into as of June 12, 2015. Unless otherwise specified, capitalized terms used in this Amendment shall have the same meanings ascribed to them in the Terms Document (as hereinafter defined).
WHEREAS, the parties hereto have entered into the Class A(2010-D) Terms Document, dated as of November 23, 2010, between the Issuer and the Indenture Trustee (the Terms Document); and
WHEREAS, the Issuer and the Indenture Trustee desire to amend the Terms Document.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements herein contained, each party agrees as follows:
Section 1. Amendments to Terms Document.
(1) Article I, Section 1.01 (Definitions) of the Terms Document is hereby amended by replacing the reference to Note Purchase Commitment in the definition of Class A(2010-D) Termination Date with Maximum Note Purchase Commitment.
(2) Article II, Section 2.09 (Increases in the Outstanding Dollar Principal Amount) of the Terms Document is hereby amended by amending and restating the initial paragraph of subsection (a) to read as follows:
(a) the Issuer shall have given the Agent and the Indenture Trustee written notice of such increase in the Outstanding Dollar Principal Amount of the Class A(2010-D) Notes (the Notice of Increase) in accordance with Section 2.03(d) of the Note Purchase Agreement, which notice shall include:
(3) Article II, Section 2.09 (Increases in the Outstanding Dollar Principal Amount) of the Terms Document is hereby further amended by amending and restating subsection (a)(i) to read as follows:
(i) the Issuance Date of such increase in the Outstanding Principal Amount of the Class A(2010-D) Notes, which must be a Commitment Availability Date;
(4) Article II, Section 2.09 (Increases in the Outstanding Dollar Principal Amount) of the Terms Document is hereby further amended by replacing the reference to Note Purchase Commitment appearing in subsection (c) with Maximum Note Purchase Commitment.
Section 2. Severability. In case any provision in this Amendment will be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.
Section 3. Ratification of Terms Document. Except as specifically amended, modified or supplemented by this Amendment, the Terms Document is hereby confirmed and ratified in all respects and shall remain in full force and effect. This Amendment shall not constitute a novation of the Terms Document, but shall constitute an amendment thereof. Each of the parties to the Terms Document agrees to be bound by the terms of the obligations of the Terms Document, as amended by this Amendment, as though the terms and obligations of such agreement were set forth herein.
Section 4. Counterparts. This Amendment may be executed in any number of counterparts, each of which so executed will be deemed to be an original, but all such counterparts will together constitute but one and the same instrument.
[Signature pages follow]
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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.
DISCOVER CARD EXECUTION NOTE TRUST, | ||||
By: | Discover Bank, | |||
By: | /s/ Michael F. Rickert | |||
Name: | Michael F. Rickert | |||
Title: | Vice President, Chief Financial Officer and Assistant Treasurer | |||
U.S. BANK NATIONAL ASSOCIATION, | ||||
By: | /s/ Edwin J. Janis | |||
Name: | Edwin J. Janis | |||
Title: | Vice President |
[Signature Page to First Amendment to Terms Document]