Terms Agreement, dated October 24, 2019, among Discover Card Execution Note Trust, Discover Bank, Discover Funding LLC, BofA Securities, Inc., Deutsche Bank Securities Inc. and SG Americas Securities, LLC with respect to the Class A(2019-3) DiscoverSeries Notes, excluding Annexes
Exhibit 1.2
DISCOVER CARD EXECUTION NOTE TRUST
DISCOVERSERIES
Class A(2019-3)
ASSET BACKED NOTES
TERMS AGREEMENT
Dated: October 24, 2019
| To: | DISCOVER CARD EXECUTION NOTE TRUST |
DISCOVER BANK
DISCOVER FUNDING LLC
| Re: | Underwriting Agreement dated October 24, 2019 (the “Agreement”) relating to DiscoverSeries Class A(2019-3) |
Series Designation:
DiscoverSeries.
Registration Statement:
Nos. 333-228025, 333-228025-01 and 333-228025-02.
Title of Securities:
Discover Card Execution Note Trust, DiscoverSeries Class A(2019-3) Notes (the “Notes”).
Initial Principal Amount of Notes:
$1,000,000,000.
Aggregate outstanding balance of Receivables in the Discover Card Master Trust I as of September 30, 2019:
$30,834,802,639.03.
Expected Date of Terms Document: October 31, 2019.
Expected Date of Risk Retention Agreement: October 31, 2019.
Interest Rate or Formula: 1.89% per year.
Time of Sale: 11:30 a.m. New York City time on October 24, 2019.
Time of Sale Information:
(1) The Preliminary Prospectus dated October 21, 2019 for the DiscoverSeries Class A(2019-3) Notes (the “Preliminary Prospectus”), attached as Annex 1 hereto, filed pursuant to Rule 424(h) of the Securities Act of 1933, including the reports and documents incorporated by reference into the Preliminary Prospectus and (2) the Ratings Issuer Free Writing Prospectus dated October 21, 2019, attached as Annex 2 hereto, filed in accordance with Rule 433 of the Securities Act of 1933, which discloses the expected ratings to be assigned to the DiscoverSeries Class A(2019-3) Notes by the nationally recognized statistical rating organizations hired by Discover Bank.
If, subsequent to the Time of Sale, it is determined that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Underwriters have terminated their old purchase contracts and entered into new purchase contracts with purchasers of the Notes, then “Time of Sale Information” will also include any information that corrects such material misstatements or omissions, together with any other information, to the extent it is made available to purchasers at the time of entry into the last such new purchase contract such that “Time of Sale Information” no longer includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (“Corrective Information”).
Underwriter Information:
“Underwriter Information” shall mean the written information furnished to Discover Bank, Discover Funding LLC, and Discover Card Execution Note Trust by the Underwriters for use in the Prospectus and confirmed in the “blood letter” from the Underwriters to Discover Bank, Discover Funding LLC, and Discover Card Execution Note Trust dated the Closing Date.
Terms of Sale:
The purchase price for the Notes to the Underwriters will be
99.72852% of the aggregate principal amount of the Notes.
The Underwriters will offer the Notes to the public at a price equal to
99.97852% of the aggregate principal amount of the Notes.
Closing Date: October 31, 2019, or such other date as may be agreed upon in writing.
Time of Delivery: 9:05 a.m., Chicago, Illinois Time, on the Closing Date, or at such other time as may be agreed upon in writing.
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Notwithstanding anything in the Agreement or in this Terms Agreement to the contrary, the Agreement and this Terms Agreement constitute the entire agreement and understanding among the parties hereto with respect to the purchase and sale of the Notes. This Terms Agreement may be amended only by written agreement of the parties hereto.
| Very truly yours, | ||
| BofA Securities, Inc. | ||
| as an Underwriter and as a Representative of the Underwriters named in Schedule I hereto | ||
| By: | /s/ Lauren Burke Kohr | |
| Name: | Lauren Burke Kohr | |
| Title: | Director ABS Banking & Finance |
[Signature Page to Class A(2019-3) Terms Agreement]
| Deutsche Bank Securities Inc. | ||
| as an Underwriter and as a Representative of the Underwriters named in Schedule I hereto | ||
| By: | /s/ Peter Sabiano | |
| Name: | Peter Sabiano | |
| Title: | Vice President |
[Signature Page to Class A(2019-3) Terms Agreement]
| SG Americas Securities, LLC | ||
| as an Underwriter and as a Representative of the Underwriters named in Schedule I hereto | ||
| By: | /s/ Laurie Lawler | |
| Name: | Laurie Lawler | |
| Title: | Managing Director |
[Signature Page to Class A(2019-3) Terms Agreement]
Accepted:
DISCOVER CARD EXECUTION NOTE
TRUST, as Issuer
By: Discover Funding LLC, not in its individual
capacity but solely as Depositor on
behalf of the Issuer
| By: | /s/ Patricia S. Hall |
| Name: | Patricia S. Hall | |
| Title: | Vice President, Chief Financial Officer and Treasurer |
| DISCOVER BANK | ||
| By: | /s/ Patricia S. Hall | |
| Name: | Patricia S. Hall | |
| Title: | Vice President, Chief Financial Officer and Assistant Treasurer |
| DISCOVER FUNDING LLC | ||
| By: | /s/ Timothy J. Schmidt | |
| Name: | Timothy J. Schmidt | |
| Title: | President and Chief Executive Officer |
[Signature Page to Class A(2019-3) Terms Agreement]
SCHEDULE I
UNDERWRITERS
$1,000,000,000 Discover Card Execution Note Trust, DiscoverSeries Class A(2019-3) Notes
| Name of Underwriter | Principal Amount | |||
| BofA Securities, Inc. | $ | 166,668,000 | ||
| Deutsche Bank Securities Inc. | $ | 166,667,000 | ||
| SG Americas Securities, LLC | $ | 166,667,000 | ||
| MUFG Securities Americas Inc. | $ | 166,666,000 | ||
| RBC Capital Markets, LLC | $ | 166,666,000 | ||
| Wells Fargo Securities, LLC | $ | 166,666,000 | ||
[Schedule I]
ANNEX 1
[PRELIMINARY PROSPECTUS]
ANNEX 2
[RATINGS ISSUER FREE WRITING PROSPECTUS]
