Terms Agreement for Discover Card Master Trust I, Series 2002-2 Credit Card Pass-Through Certificates

Contract Categories: Business Finance › Underwriting Agreements
Summary

This agreement, dated April 17, 2002, is between Discover Bank and a group of underwriters led by Morgan Stanley & Co. Incorporated. It sets the terms for the sale of $789,474,000 in Discover Card Master Trust I, Series 2002-2 Credit Card Pass-Through Certificates, divided into Class A and Class B. The agreement specifies the purchase price, interest rates, delivery date, and the allocation of certificates among the underwriters. It also states that any amendments must be in writing and that this document represents the entire agreement regarding this transaction.

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EX-1.1 3 c69136ex1-1.txt TERMS AGREEMENT EXHIBIT 1.1 DISCOVER CARD MASTER TRUST I CREDIT CARD PASS-THROUGH CERTIFICATES TERMS AGREEMENT Dated: April 17, 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 2002-2, 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 2002-2 $750,000,000 5.15% Class A Credit Card Pass-Through Certificates. Discover Card Master Trust I, Series 2002-2 $39,474,000 5.45% Class B Credit Card Pass-Through Certificates. Series Cut-Off Date: April 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 April 1, 2002: $33,648,216,648.55. Date of Series Supplement: April 25, 2002 Certificate Rate: Class A: 5.15% per annum; and Class B: 5.45% per annum. Terms of Sale: The purchase price for the Certificates to the Underwriters will be 99.61562% of the aggregate principal amount of the Class A Certificates and 99.71577% of the aggregate principal amount of the Class B Certificates as of April 25, 2002. The Underwriters will offer the Certificates to the public at a price equal to 99.86562% of the aggregate principal amount of the Class A Certificates and 99.99077% of the aggregate principal amount of the Class B Certificates. Time of Delivery: 9:00 A.M., Chicago, Illinois Time, on April 25, 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 2002-2 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 $750,000,000 5.15% Class A Credit Card Pass-Through Certificates, Series 2002-2
Principal Amount ---------------- Morgan Stanley & Co. Incorporated $562,500,000 Deutsche Bank Securities Inc. $ 90,000,000 Banc of America Securities LLC $ 60,000,000 Commerzbank Capital Markets Corp. $ 15,000,000 RBC Dominion Securities Corporation $ 15,000,000 SunTrust Capital Markets, Inc. $ 7,500,000 Total $750,000,000 ============
$39,474,000 5.45% Class B Credit Card Pass-Through Certificates, Series 2002-2
Principal Amount ---------------- Morgan Stanley & Co. Incorporated $ 29,605,500 Deutsche Bank Securities Inc. $ 4,736,880 Banc of America Securities LLC $ 3,157,920 Commerzbank Capital Markets Corp. $ 789,480 RBC Dominion Securities Corporation $ 789,480 SunTrust Capital Markets, Inc. $ 394,740 Total $ 39,474,000 ============