Exhibit 99.2
AMENDMENT NO. 1 TO
COLLATERAL ACCOUNT CONTROL AGREEMENT
This AMENDMENT NO. 1 TO COLLATERAL ACCOUNT CONTROL AGREEMENT (this “Amendment”), dated as of July 1, 2022, is entered into by and among Discover Card Execution Trust, a statutory trust created under the laws of the State of Delaware, as grantor (the “Grantor”), U.S. Bank Trust Company, National Association, a national banking association, as successor to U.S. Bank National Association, as indenture trustee (the “New Secured Party”), and U.S. Bank National Association, a national banking association, as securities intermediary (the “Securities Intermediary”). The Grantor, the Secured Party, and the Securities Intermediary are hereinafter each sometimes referred to individually as a “Party” and collectively as the “Parties.”
BACKGROUND
A. The Collateral Account Control Agreement, dated as of July 26, 2007 (the “Original Agreement”), among the Grantor, U.S. Bank National Association, as indenture trustee (the “Original Secured Party”) and the Securities Intermediary was entered into in connection with that certain Amended and Restated Indenture, dated as of December 22, 2015 (as further amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Second Amended and Restated Indenture Supplement, dated as of August 27, 2019), as supplemented by the Second Amended and Restated Indenture Supplement, dated as of December 22, 2015, (as further amended by Amendment No. 1 to Master Indenture and Amendment No. 1 to Second Amended and Restated Indenture Supplement, dated as of August 27, 2019), in each case between the Grantor and the Original Secured Party (together, the “Indenture”).
B. The New Secured Party has succeeded the Original Secured Party as indenture trustee under the Indenture in accordance with Section 812 thereof.
C. The Parties desire to amend the Original Agreement to reflect the succession by the New Secured Party.
NOW, THEREFORE, in consideration of the foregoing and the agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:
1. Amendment to Original Agreement. (a) The Original Agreement is hereby amended so that any reference to the Original Secured Party shall be deemed to be a reference to the New Secured Party, as successor indenture trustee under the Indenture.
(b) The list of Pledged Accounts in Schedule 1 of the Original Agreement is hereby amended by deleting Schedule 1 in the Original Agreement in its entirety and replacing it with Schedule 1 attached hereto.
2. No Other Amendments. Except as amended hereby, the Original Agreement remains unmodified and in full force and effect.
3. Miscellaneous.
(b) Assignment. This Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective corporate successors and assigns, except that neither the Grantor nor the Securities Intermediary may delegate their obligations hereunder without the prior written consent of the Secured Party. The Secured Party agrees to send written notice to the Securities Intermediary and Standard & Poor’s of any such delegation.
