Omnibus Amendment to Specified Terms Documents between Discover Card Execution Note Trust and U.S. Bank National Association

Exhibit 4.1

OMNIBUS AMENDMENT TO SPECIFIED TERMS DOCUMENTS

THIS OMNIBUS AMENDMENT TO SPECIFIED TERMS DOCUMENTS, dated as of September 27, 2017 (this “Omnibus Amendment”), is entered into between: (i) Discover Card Execution Note Trust, a Delaware statutory trust, as issuer (the “Issuer”), and (ii) U.S. Bank National Association, a national banking association, as indenture trustee under the Indenture referred to below (in such capacity, the “Indenture Trustee”).

WHEREAS, the Indenture Trustee and the Issuer are parties to (i) the Amended and Restated Indenture, dated as of December 22, 2015, as supplemented by the Second Amended and Restated Indenture Supplement, dated as of December 22, 2015, each by and between the Issuer and the Indenture Trustee (each as amended prior to the date hereof, collectively, the “Indenture”) and (ii) certain Class A Terms Documents, Class B Terms Documents and Class C Terms Documents listed on Exhibit A hereto (collectively, the “Specified Terms Documents”);

WHEREAS, the parties hereto intend to amend each of the Specified Terms Documents as set forth herein;

WHEREAS, this Omnibus Amendment is being entered into pursuant to Section 1001(b) of the Indenture, and all conditions precedent to the execution of this Omnibus Amendment, as set forth in such Section 1001(b), will be satisfied on the date hereof; and

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. DEFINITIONS. As used herein, (a) capitalized terms which are defined in the preamble hereto shall have the meanings as so defined and (b) capitalized terms not so defined shall have the meanings set forth in the Indenture or the applicable Specified Terms Document, as amended hereby.

SECTION 2. AMENDMENTS TO SPECIFIED TERMS DOCUMENTS. (a) Each of the Class A Terms Documents listed on Exhibit A attached hereto is hereby amended by replacing the final sentence in the first paragraph of Section 2.11 thereof with the following:

“Any such delay by the Calculation Agent on behalf of the Issuer shall be made no later than the last day of the Due Period immediately preceding the first day of the first Due Period in the scheduled Accumulation Period (after giving effect to any prior delay in the commencement of the Accumulation Period pursuant to this Section 2.11).”

(b) Each of the Class B Terms Documents and Class C Terms Documents listed on Exhibit A attached hereto is hereby amended by replacing the final sentence in the first paragraph of Section 2.13 thereof with the following:

“Any such delay by the Calculation Agent on behalf of the Issuer shall be made no later than the last day of the Due Period immediately preceding the first day of the first Due Period in the scheduled Accumulation Period (after giving effect to any prior delay in the commencement of the Accumulation Period pursuant to this Section 2.13).”

SECTION 3. EFFECTIVENESS. This Omnibus Amendment shall become effective as of the date first set forth above; provided that (i) each of the Indenture Trustee and the Issuer shall have executed and delivered a counterpart of this Omnibus Amendment, (ii) prior written notice of this Omnibus Amendment shall have been given to the Note Rating Agencies and (iii) the Issuer shall have delivered an Officer’s Certificate that this Omnibus Amendment shall not adversely affect in any material respect the interests of the Holders of any Series, Class or Tranche of any Notes outstanding.

SECTION 4. BINDING EFFECT; RATIFICATION. (a) On and after the execution and delivery hereof, (i) this Omnibus Amendment shall be a part of each of the Specified Terms Documents and (ii) each reference in any Specified Terms Document to “this Omnibus Amendment”, “hereof”, “hereunder” or words of like import, and each reference in any other Related Document to any Specified Terms Document, shall mean and be a reference to the applicable Specified Terms Document as amended hereby.

(b) Except as expressly amended hereby, each Specified Terms Document shall remain in full force and effect and is hereby ratified and confirmed by the parties hereto.

SECTION 5. NO RECOURSE. It is expressly understood and agreed by the parties hereto that (a) this Omnibus Amendment is executed and delivered by Wilmington Trust Company, not individually or personally but solely as trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Omnibus Amendment or any other related documents.

SECTION 6. NO PETITION. The Indenture Trustee covenants that it will not directly or indirectly institute or cause to be instituted against the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any Federal or state bankruptcy law and it will not directly or indirectly institute or cause to be instituted against the Transferor any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any Federal or state bankruptcy law in any instance; provided, that the foregoing shall not in anyway limit the Noteholders’ rights to pursue any other creditor rights or remedies that the Noteholders may have for claims against the Issuer.

SECTION 7. MISCELLANEOUS. (a) THIS OMNIBUS AMENDMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY, AND PERFORMANCE, BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF LAWS PROVISIONS THEREOF) AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

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(b) Headings used herein are for convenience of reference only and shall not affect the meaning of this Omnibus Amendment.

(c) This Omnibus Amendment may be executed in any number of counterparts, and by the parties hereto on separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement. Executed counterparts may be delivered electronically.

(d) The Indenture Trustee is not responsible for the validly or sufficiency of this Omnibus Amendment or for the recitals contained herein.

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IN WITNESS WHEREOF, the parties hereto have caused this Omnibus Amendment to be duly executed as of the date first above written.

Omnibus Amendment to Specified Terms Documents

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EXHIBIT A

1.    The Class A(2012-6) Terms Document, dated as of August 7, 2012 (the “Class A(2012-6) Terms Document”), between the Indenture Trustee and the Issuer.

2.    The Class A(2013-1) Terms Document, dated as of February 13, 2013 (the “Class A(2013-1) Terms Document”), between the Indenture Trustee and the Issuer.

3.    The Class A(2013-4) Terms Document, dated as of July 23, 2013 (the “Class A(2013-4) Terms Document”), between the Indenture Trustee and the Issuer.

4.    The Class A(2013-6) Terms Document, dated as of October 29, 2013 (the “Class A(2013-6) Terms Document”), between the Indenture Trustee and the Issuer.

5.    The Class A(2014-1) Terms Document, dated as of January 27, 2014 (the “Class A(2014-1) Terms Document”), between the Indenture Trustee and the Issuer.

6.    The Class A(2014-4) Terms Document, dated as of August 5, 2014 (the “Class A(2014-4) Terms Document”), between the Indenture Trustee and the Issuer.

7.    The Class A(2014-5) Terms Document, dated as of October 16, 2014 (the “Class A(2014-5) Terms Document”), between the Indenture Trustee and the Issuer.

8.    The Class A(2015-1) Terms Document, dated as of February 26, 2015 (the “Class A(2015-1) Terms Document”), between the Indenture Trustee and the Issuer.

9.    The Class A(2015-2) Terms Document, dated as of April 29, 2015 (the “Class A(2015-2) Terms Document”), between the Indenture Trustee and the Issuer.

10.    The Class A(2015-3) Terms Document, dated as of October 7, 2015 (the “Class A(2015-3) Terms Document”), between the Indenture Trustee and the Issuer.

11.    The Class A(2015-4) Terms Document, dated as of November 5, 2015 (the “Class A(2015-4) Terms Document”), between the Indenture Trustee and the Issuer.

12.    The Class A(2016-1) Terms Document, dated as of January 28, 2016 (the “Class A(2016-1) Terms Document”), between the Indenture Trustee and the Issuer.

13.    The Class A(2016-2) Terms Document, dated as of April 19, 2016 (the “Class A(2016-2) Terms Document”), between the Indenture Trustee and the Issuer.

14.    The Class A(2016-3) Terms Document, dated as of April 19, 2016 (the “Class A(2016-3) Terms Document”), between the Indenture Trustee and the Issuer.

15.    The Class A(2016-4) Terms Document, dated as of September 21, 2016 (the “Class A(2016-4) Terms Document”), between the Indenture Trustee and the Issuer.

Omnibus Amendment to Specified Terms Documents

16.    The Class A(2017-1) Terms Document, dated as of January 20, 2017 (the “Class A(2017-1) Terms Document”), between the Indenture Trustee and the Issuer.

17.    The Class A(2017-2) Terms Document, dated as of January 20, 2017 (the “Class A(2017-2) Terms Document”), between the Indenture Trustee and the Issuer.

18.    The Class A(2017-3) Terms Document, dated as of April 25, 2017 (the “Class A(2017-3) Terms Document”), between the Indenture Trustee and the Issuer.

19.    The Class A(2017-4) Terms Document, dated as of April 25, 2017 (the “Class A(2017-4) Terms Document”), between the Indenture Trustee and the Issuer.

20.    The Class A(2017-5) Terms Document, dated as of June 30, 2017 (the “Class A(2017-5) Terms Document”), between the Indenture Trustee and the Issuer.

21.    The Class A(2017-6) Terms Document, dated as of August 14, 2017 (the “Class A(2017-6) Terms Document”), between the Indenture Trustee and the Issuer.

22.    The Class B(2014-3) Terms Document, dated as of December 9, 2014 (the “Class B(2014-3) Terms Document”), between the Indenture Trustee and the Issuer.

23.    The Class B(2015-1) Terms Document, dated as of August 14, 2015 (the “Class B(2015-1) Terms Document”), between the Indenture Trustee and the Issuer.

24.    The Class B(2015-2) Terms Document, dated as of October 15, 2015 (the “Class B(2015-2) Terms Document”), between the Indenture Trustee and the Issuer.

25.    The Class B(2017-1) Terms Document, dated as of May 31, 2017 (the “Class B(2017-1) Terms Document”), between the Indenture Trustee and the Issuer.

26.    The Class C(2014-3) Terms Document, dated as of December 9, 2014 (the “Class C(2014-3) Terms Document”), between the Indenture Trustee and the Issuer.

27.    The Class C(2015-1) Terms Document, dated as of October 15, 2015 (the “Class C(2015-1) Terms Document”), between the Indenture Trustee and the Issuer.

28.    The Class C(2016-1) Terms Document, dated as of August 26, 2016 (the “Class C(2016-1) Terms Document”), between the Indenture Trustee and the Issuer.

29.    The Class C(2017-1) Terms Document, dated as of May 31, 2017 (the “Class C(2017-1) Terms Document”), between the Indenture Trustee and the Issuer.

Omnibus Amendment to Specified Terms Documents