Terms Agreement
EX-1.2 2 c00444exv1w2.htm TERMS AGREEMENT exv1w2
EXHIBIT 1.2
DISCOVER CARD MASTER TRUST I
CREDIT CARD PASS-THROUGH CERTIFICATES
TERMS AGREEMENT
Dated: November 22, 2005
CREDIT CARD PASS-THROUGH CERTIFICATES
TERMS AGREEMENT
Dated: November 22, 2005
To: Discover Bank, as Seller under the Amended and Restated Pooling and Servicing Agreement, dated as of November 3, 2004.
Re: Underwriting Agreement dated December 19, 2003
Title of Securities:
Discover Card Master Trust I, Series 2005-3 Floating Rate Class A Credit Card Pass-Through Certificates and
Discover Card Master Trust I, Series 2005-3 Floating Rate Class B Credit Card Pass-Through Certificates.
Initial Principal Amount of Certificates: $1,578,948,000
Series and Class Designation Schedule:
Discover Card Master Trust I, Series 2005-3 $1,500,000,000 Floating Rate Class A Credit Card Pass-Through Certificates.
Discover Card Master Trust I, Series 2005-3 $78,948,000 Floating Rate Class B Credit Card Pass-Through Certificates.
Series Cut-Off Date: November 1, 2005
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 November 1, 2005: $32,770,162,466.72
Date of Series Supplement: November 30, 2005.
Certificate Rate:
Class A: One-month LIBOR plus 0.02% per annum; and
Class B: One-month LIBOR plus 0.19% per annum.
Terms of Sale:
The purchase price for the Certificates to the Underwriters will be
99.825% of the aggregate principal amount of the Class A Certificates and
99.8% of the aggregate principal amount of the Class B Certificates.
99.8% of the aggregate principal amount of the Class B Certificates.
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.
100% of the aggregate principal amount of the Class B Certificates.
Time of Delivery: 9:00 A.M., Chicago, Illinois Time, on November 30, 2005, 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 2005-3 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/ Peter Chai | |||
Accepted:
DISCOVER BANK
By: | /s/ Michael F. Rickert | ||
SCHEDULE I
UNDERWRITERS
UNDERWRITERS
$1,500,000,000 Floating Rate Class A Credit Card Pass-Through Certificates, Series 2005-3
| Principal Amount | ||||
Morgan Stanley & Co. Incorporated | $ | 1,305,000,000 | ||
Deutsche Bank Securities Inc. | $ | 105,000,000 | ||
Calyon Securities (USA) Inc. | $ | 45,000,000 | ||
HSBC Securities (USA) Inc. | $ | 45,000,000 | ||
Total | $ | 1,500,000,000 | ||
$78,948,000 Floating Rate Class B Credit Card Pass-Through Certificates, Series 2005-3
| Principal Amount | ||||
Morgan Stanley & Co. Incorporated | $ | 68,684,760 | ||
Deutsche Bank Securities Inc. | $ | 5,526,360 | ||
Calyon Securities (USA) Inc. | $ | 2,368,440 | ||
HSBC Securities (USA) Inc. | $ | 2,368,440 | ||
Total | $ | 78,948,000 | ||
