Terms Agreement
EXHIBIT 1.2
DISCOVER CARD MASTER TRUST I
CREDIT CARD PASS-THROUGH CERTIFICATES
TERMS AGREEMENT
Dated: October 26, 2004
To: Discover Bank, as Seller under the Pooling and Servicing Agreement, as amended, dated as of October 1, 1993.
Re: Underwriting Agreement dated December 19, 2003
Title of Securities: Discover Card Master Trust I, Series 2004-1 Floating Rate Class A Credit Card Pass-Through Certificates and Discover Card Master Trust I, Series 2004-1 Floating Rate Class B Credit Card Pass-Through Certificates.
Initial Principal Amount of Certificates: $1,315,790,000
Series and Class Designation Schedule: Discover Card Master Trust I, Series 2004-1 $1,250,000,000 Floating Rate Class A Credit Card Pass-Through Certificates.
Discover Card Master Trust I, Series 2004-1 $65,790,000 Floating Rate Class B Credit Card Pass-Through Certificates.
Series Cut-Off Date: November 1, 2004
| Moody’s Investors | Standard & Poor’s | |||
| Certificate Rating: | Service, Inc. | Ratings Services | ||
| Class A | Aaa | AAA | ||
| Class B | A2 | A |
Aggregate outstanding balance of Receivables as of October 1, 2004: $34,024,179,563.76
Date of Series Supplement: November 3, 2004
Certificate Rate: Class A: One-month LIBOR plus 0.03% per annum; and Class B: One-month LIBOR plus 0.18% 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 99.775% of the aggregate principal amount of the Class B Certificates as of November 3, 2004. 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 November 3, 2004, 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 2004-1 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/ Peter Choi | |||
Accepted:
DISCOVER BANK
By: | /s/ Michael F. Rickert | |||
SCHEDULE I
UNDERWRITERS
$1,250,000,000 Floating Rate Class A Credit Card Pass-Through Certificates, Series 2004-1
| Principal Amount | ||||
Morgan Stanley & Co. Incorporated | $ | 937,500,000 | ||
Deutsche Bank Securities Inc. | $ | 137,500,000 | ||
RBC Capital Markets Corporation | $ | 87,500,000 | ||
SunTrust Capital Markets, Inc. | $ | 43,750,000 | ||
Calyon Securities (USA) Inc. | $ | 43,750,000 | ||
Total | $ | 1,250,000,000 | ||
$65,790,000 Floating Rate Class B Credit Card Pass-Through Certificates, Series 2004-1
| Principal Amount | ||||
Morgan Stanley & Co. Incorporated | $ | 49,342,500 | ||
Deutsche Bank Securities Inc. | $ | 7,236,900 | ||
RBC Capital Markets Corporation | $ | 4,605,300 | ||
SunTrust Capital Markets, Inc. | $ | 2,302,650 | ||
Calyon Securities (USA) Inc. | $ | 2,302,650 | ||
Total | $ | 65,790,000 | ||
