Terms Agreement for Discover Card Master Trust I, Series 2002-4 Credit Card Pass-Through Certificates

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Summary

This agreement is between Discover Bank, as the seller, and a group of underwriters led by Morgan Stanley & Co. Incorporated. It outlines the terms for the sale of $789,474,000 in credit card pass-through certificates, divided into Class A and Class B, with specified interest rates and purchase prices. The certificates are backed by credit card receivables and will be offered to the public. The agreement sets the delivery date, pricing, and conditions for amending the terms, and lists the underwriters and their respective allocations.

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EX-1.1 3 c72496exv1w1.txt TERMS AGREEMENT EXHIBIT 1.1 DISCOVER CARD MASTER TRUST I CREDIT CARD PASS-THROUGH CERTIFICATES TERMS AGREEMENT Dated: October 8, 2002 To: Discover Bank, as Seller under the Pooling and Servicing Agreement, as amended, dated as of October 1, 1993. Re: Underwriting Agreement dated January 15, 2002 Title: Discover Card Master Trust I, Series 2002-4, Credit Card Pass-Through Certificates, Class A and Class B. Initial Principal Amount of Certificates: $789,474,000 Series and Class Designation Schedule: Discover Card Master Trust I, Series 2002-4 $750,000,000 Floating Rate Class A Credit Card Pass-Through Certificates. Discover Card Master Trust I, Series 2002-4 $39,474,000 Floating Rate Class B Credit Card Pass-Through Certificates. Series Cut-Off Date: October 1, 2002
Certificate Rating: Moody's Investors Standard & Poor's Service, Inc. Ratings Services ------------- ---------------- Class A Aaa AAA Class B A2 A
Aggregate outstanding balance of Receivables as of October 1, 2002: $34,696,604,057.36 Date of Series Supplement: October 17, 2002 Certificate Rate: Class A: One-month LIBOR plus 0.06% per annum; and Class B: One-month LIBOR plus 0.35% per annum. Terms of Sale: The purchase price for the Certificates to the Underwriters will be 99.80% of the aggregate principal amount of the Class A Certificates and 99.750% of the aggregate principal amount of the Class B Certificates as of October 17, 2002. The Underwriters will offer the Certificates to the public at a price equal to 100% of the aggregate principal amount of the Class A Certificates and 100% of the aggregate principal amount of the Class B Certificates. Time of Delivery: 9:00 A.M., Chicago, Illinois Time, on October 17, 2002, or at such other time as may be agreed upon in writing. 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 Series 2002-4 Certificates. This Terms Agreement may be amended only by written agreement of the parties hereto. Very truly yours, MORGAN STANLEY & CO. INCORPORATED As Representative of the Underwriters named in Schedule I hereto By: Gail McDonnell ----------------------- Accepted: DISCOVER BANK By: Michael F. Rickert -------------------------- SCHEDULE I UNDERWRITERS $750,000,000 Floating Rate Class A Credit Card Pass-Through Certificates, Series 2002-4
Principal Amount Morgan Stanley & Co. Incorporated $562,500,000 Deutsche Bank Securities Inc. $ 90,000,000 Banc of America Securities LLC $ 60,000,000 ABN AMRO Incorporated $ 18,750,000 HSBC Securities (USA) Inc. $ 18,750,000 Total $750,000,000 ===== ============
$39,474,000 Floating Rate Class B Credit Card Pass-Through Certificates, Series 2002-4
Principal Amount ---------------- Morgan Stanley & Co. Incorporated $29,605,500 Deutsche Bank Securities Inc. $ 4,736,880 Banc of America Securities LLC $ 3,157,920 ABN AMRO Incorporated $ 986,850 HSBC Securities (USA) Inc. $ 986,850 Total $39,474,000 ===== ===========