Terms Agreement for Discover Card Master Trust I, Series 2001-5 Credit Card Pass-Through Certificates between Discover Bank and Underwriters

Summary

This agreement, dated May 17, 2001, 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 credit card pass-through certificates (Class A and B) from Discover Card Master Trust I, Series 2001-5. The agreement details the purchase price, interest rates, delivery date, and the allocation of certificates among the underwriters. It also states that any changes must be made in writing and that this document, along with the referenced underwriting agreement, is the complete agreement for this transaction.

EX-1.1 2 c62960ex1-1.txt TERMS AGREEMENT 1 DISCOVER CARD MASTER TRUST I CREDIT CARD PASS-THROUGH CERTIFICATES TERMS AGREEMENT Dated: May 17, 2001 To: Discover Bank, as Seller under the Pooling and Servicing Agreement, as amended, dated as of October 1, 1993. Re: Underwriting Agreement dated June 9, 2000 Title: Discover Card Master Trust I, Series 2001-5, 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 2001-5 $1,000,000,000 5.30% Class A Credit Card Pass-Through Certificates. Discover Card Master Trust I, Series 2001-5 $52,632,000 5.65% Class B Credit Card Pass-Through Certificates. Series Cut-Off Date: May 1, 2001 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 May 1, 2001: $33,244,838,247.19. Date of Series Supplement: May 24, 2001. Certificate Rate: Class A: 5.30% per annum; and Class B: 5.65% per annum. Terms of Sale: The purchase price for the Certificates to the Underwriters will be 99.64892% of the aggregate principal amount of the Class A Certificates and 99.73702% of the aggregate principal amount of the Class B Certificates as of May 24, 2001. The Underwriters will offer the Certificates to the public at a price equal to 99.87392% of the aggregate principal amount of the Class A Certificates and 99.98702% of the aggregate principal amount of the Class B Certificates. 2 Time of Delivery: 9:00 A.M., Chicago, Illinois Time, on May 24, 2001, or at such other time as may be agreed upon in writing. 3 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 2001-5 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 --------------------------- 4 SCHEDULE I UNDERWRITERS $1,000,000,000 5.30% Class A Credit Card Pass-Through Certificates, Series 2001-5 Principal Amount ---------------- Morgan Stanley & Co. Incorporated $ 920,000,000 ABN AMRO Incorporated $ 20,000,000 Banc One Capital Markets, Inc. $ 20,000,000 Barclays Capital Inc. $ 20,000,000 Commerzbank Capital Markets Corp. $ 20,000,000 Total $1,000,000,000 ===== ============== $52,632,000 5.65% Class B Credit Card Pass-Through Certificates, Series 2001-5 Principal Amount ---------------- Morgan Stanley & Co. Incorporated $ 50,632,000 ABN AMRO Incorporated $ 500,000 Banc One Capital Markets, Inc. $ 500,000 Barclays Capital Inc. $ 500,000 Commerzbank Capital Markets Corp. $ 500,000 Total $ 52,632,000 ===== ==============