Discover Card Master Trust I Series 2003-4 Credit Card Pass-Through Certificates Terms Agreement (Discover Bank and Underwriters)

Contract Categories: Business Finance › Underwriting Agreements
Summary

This agreement, dated December 19, 2003, is between Discover Bank and a group of underwriters led by Morgan Stanley & Co. Incorporated. It sets the terms for the sale and purchase of Discover Card Master Trust I, Series 2003-4 Floating Rate Credit Card Pass-Through Certificates, totaling nearly $1.95 billion. The agreement details the classes, interest rates, purchase prices, and delivery terms for the certificates, which are backed by credit card receivables. The underwriters will buy the certificates at a discount and offer them to the public at face value. The agreement is binding and can only be amended in writing.

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EX-1.2 4 c81815exv1w2.txt TERMS AGREEMENT EXHIBIT 1.2 DISCOVER CARD MASTER TRUST I CREDIT CARD PASS-THROUGH CERTIFICATES TERMS AGREEMENT Dated: December 19, 2003 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: Subseries 1: Discover Card Master Trust I, Series 2003-4 Floating Rate Class A, Subseries 1 Credit Card Pass-Through Certificates. Discover Card Master Trust I, Series 2003-4 Floating Rate Class B, Subseries 1 Credit Card Pass-Through Certificates. Subseries 2: Discover Card Master Trust I, Series 2003-4 Floating Rate Class A, Subseries 2 Credit Card Pass-Through Certificates. Discover Card Master Trust I, Series 2003-4 Floating Rate Class B, Subseries 2 Credit Card Pass-Through Certificates. Initial Principal Amount of Certificates: $1,947,369,000 Series and Class Designation Schedule: Subseries 1: Discover Card Master Trust I, Series 2003-4 $1,100,000,000 Floating Rate Class A, Subseries 1 Credit Card Pass-Through Certificates. Discover Card Master Trust I, Series 2003-4 $57,895,000 Floating Rate Class B, Subseries 1 Credit Card Pass-Through Certificates. Subseries 2: Discover Card Master Trust I, Series 2003-4 $750,000,000 Floating Rate Class A, Subseries 2 Credit Card Pass-Through Certificates. Discover Card Master Trust I, Series 2003-4 $39,474,000 Floating Rate Class B, Subseries 2 Credit Card Pass-Through Certificates. Series Cut-Off Date: December 1, 2003
Moody's Investors Standard & Poor's Certificate Rating: Service, Inc. Ratings Services - ------------------- ----------------- ---------------- Class A, Subseries 1 Aaa AAA Class B, Subseries 1 A2 A Class A, Subseries 2 Aaa AAA Class B, Subseries 2 A2 A
Aggregate outstanding balance of Receivables as of December 1, 2003: $34,280,543,208.48 Date of Series Supplement: December 30, 2003 Certificate Rate: Class A, Subseries 1: One-month LIBOR plus 0.11% per annum; Class B, Subseries 1: One-month LIBOR plus 0.33% per annum; Class A, Subseries 2: One-month LIBOR plus 0.18% per annum; and Class B, Subseries 2: One-month LIBOR plus 0.43% per annum. Terms of Sale: The purchase price for the Certificates to the Underwriters as of December 30, 2003 will be: 99.860% of the aggregate principal amount of the Class A, Subseries 1 Certificates; 99.835% of the aggregate principal amount of the Class B, Subseries 1 Certificates; 99.815% of the aggregate principal amount of the Class A, Subseries 2 Certificates; and 99.790% of the aggregate principal amount of the Class B, Subseries 2 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, Subseries 1 Certificates; 100% of the aggregate principal amount of the Class B, Subseries 1 Certificates; 100% of the aggregate principal amount of the Class A, Subseries 2 Certificates; and 100% of the aggregate principal amount of the Class B, Subseries 2 Certificates. Time of Delivery: 9:00 A.M., Chicago, Illinois Time, on December 30, 2003, 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 2003-4 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: /s/ Gail McDonnell ------------------------------ Accepted: DISCOVER BANK By: /s/ Michael F. Rickert ------------------------ SCHEDULE I UNDERWRITERS Subseries 1: $1,100,000,000 Floating Rate Class A, Subseries 1 Credit Card Pass-Through Certificates, Series 2003-4
Principal Amount ---------------- Morgan Stanley & Co. Incorporated $825,000,000 Deutsche Bank Securities Inc. $66,000,000 RBC Dominion Securities Corporation $55,000,000 ABN AMRO Incorporated $44,000,000 Credit Lyonnais Securities (USA) Inc. $44,000,000 Danske Markets Inc. $33,000,000 HSBC Securities (USA) Inc. $33,000,000 Total $1,100,000,000
$57,895,000 Floating Rate Class B, Subseries 1 Credit Card Pass-Through Certificates, Series 2003-4
Principal Amount ---------------- Morgan Stanley & Co. Incorporated $43,421,250 Deutsche Bank Securities Inc. $3,473,700 RBC Dominion Securities Corporation $2,894,750 ABN AMRO Incorporated $2,315,800 Credit Lyonnais Securities (USA) Inc. $2,315,800 Danske Markets Inc. $1,736,850 HSBC Securities (USA) Inc. $1,736,850 Total $57,895,000
Subseries 2: $750,000,000 Floating Rate Class A, Subseries 2 Credit Card Pass-Through Certificates, Series 2003-4
Principal Amount ---------------- Morgan Stanley & Co. Incorporated $562,500,000 Deutsche Bank Securities Inc. $45,000,000 RBC Dominion Securities Corporation $37,500,000 ABN AMRO Incorporated $30,000,000 Credit Lyonnais Securities (USA) Inc. $30,000,000 Danske Markets Inc. $22,500,000 HSBC Securities (USA) Inc. $22,500,000 Total $750,000,000
$39,474,000 Floating Rate Class B, Subseries 2 Credit Card Pass-Through Certificates, Series 2003-4
Principal Amount ---------------- Morgan Stanley & Co. Incorporated $29,605,500 Deutsche Bank Securities Inc. $2,368,440 RBC Dominion Securities Corporation $1,973,700 ABN AMRO Incorporated $1,578,960 Credit Lyonnais Securities (USA) Inc. $1,578,960 Danske Markets Inc. $1,184,220 HSBC Securities (USA) Inc. $1,184,220 Total $39,474,000