Terms Agreement for Discover Card Master Trust I, Series 2002-1 Credit Card Pass-Through Certificates

Summary

This agreement, dated January 15, 2002, is between Discover Bank and a group of underwriters led by Morgan Stanley & Co. Incorporated. It sets the terms for the sale of $1,052,632,000 in Discover Card Master Trust I, Series 2002-1 Credit Card Pass-Through Certificates, divided into Class A and Class B. The agreement specifies the purchase price, interest rates, delivery date, and the roles of each underwriter. It also states that any changes must be made in writing and that this document represents the full agreement regarding this transaction.

EX-1.1 3 c67109ex1-1.txt TERMS AGREEMENT DATED 1/15/02 EXHIBIT 1.1 DISCOVER CARD MASTER TRUST I CREDIT CARD PASS-THROUGH CERTIFICATES TERMS AGREEMENT Dated: January 15, 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 2002-1, Credit Card Pass-Through Certificates, Class A and Class B. Initial Principal Amount of Certificates: $1,052,632,000 Series and Class Designation Schedule: Discover Card Master Trust I, Series 2002-1 $1,000,000,000 Floating Rate Class A Credit Card Pass-Through Certificates. Discover Card Master Trust I, Series 2002-1 $52,632,000 Floating Rate Class B Credit Card Pass-Through Certificates. Series Cut-Off Date: January 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 January 1, 2002: $36,378,010,801.79. Date of Series Supplement: January 23, 2002 Certificate Rate: Class A: One-month LIBOR plus 0.07 per annum; and Class B: One-month LIBOR plus 0.40 per annum. Terms of Sale: The purchase price for the Certificates to the Underwriters will be 99.8% of the aggregate principal amount of the Class A Certificates and 99.75% of the aggregate principal amount of the Class B Certificates as of January 23, 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 January 23, 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 2002-1 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: /s/ Warren H. Friend -------------------------- Accepted: DISCOVER BANK By: /s/ Michael F. Rickert -------------------------- SCHEDULE I UNDERWRITERS $1,000,000,000 Floating Rate Class A Credit Card Pass-Through Certificates, Series 2002-1 Principal Amount ---------------- Morgan Stanley & Co. Incorporated $ 800,000,000 Banc of America Securities LLC $ 50,000,000 Barclays Capital Inc. $ 50,000,000 Deutsche Banc Alex. Brown Inc. $ 50,000,000 Dresdner Kleinwort Benson North America LLC $ 50,000,000 Total $1,000,000,000 ===== ============== $52,632,000 Floating Rate Class B Credit Card Pass-Through Certificates, Series 2002-1 Principal Amount ---------------- Morgan Stanley & Co. Incorporated $ 42,105,600 Banc of America Securities LLC $ 2,631,600 Barclays Capital Inc. $ 2,631,600 Deutsche Banc Alex. Brown Inc. $ 2,631,600 Dresdner Kleinwort Benson North America LLC $ 2,631,600 Total $ 52,632,000 ===== ============