EXHIBIT 1.1
DISCOVER CARD MASTER TRUST I
CREDIT CARD PASS-THROUGH CERTIFICATES
TERMS AGREEMENT
Dated: March 7, 2003
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
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Underwriting Agreement.
Title of Securities: Discover Card Master Trust I, Series 2003-2 Floating Rate
Class A Credit CardPass-Through Certificates and Discover Card Master Trust I,
Series 2003-2 3.85% Class B Credit Card Pass-Through Certificates.
Initial Principal Amount of Certificates: $526,316,000
Series and Class Designation Schedule: Discover Card Master Trust I, Series
2003-2 $500,000,000 Floating Rate Class A Credit Card Pass-Through Certificates
(part of $1,000,000,000 Floating Rate Class A Credit Card Pass-Through
Certificates of Series 2003-2) (the "Class A Certificates").
Discover Card Master Trust I, Series 2003-2 $26,316,000 3.85% Class B Credit
Card Pass-Through Certificates (part of $52,632,000 3.85% Class B Credit Card
Pass-Through Certificates of Series 2003-2) (the "Class B Certificates" and,
together with the Class A Certificates, the "Securities").
Series Cut-Off Date: February 1, 2003
Moody's Investors Standard & Poor's
Certificate Ratin Service, Inc. Ratings Services
----------------- ----------------- -----------------
Class A Aaa AAA
Class B A2 A
Aggregate outstanding balance of Receivables as of March 1, 2003:
$36,614,642,544.08
Date of Series Supplement: February 18, 2003, as amended March 17, 2003.
Certificate Rate: Class A: One-month LIBOR plus 0.13% per annum; and Class B:
3.85% per annum.
Opinions to be Delivered: Notwithstanding any provision of Section 6(c) of the
Underwriting Agreement to the contrary, counsel to Discover Bank shall only be
required to furnish us with opinions to the effect that:
(i) the execution of the amendment to the Series Supplement is
permitted under the Pooling and Servicing Agreement;
(ii) the Series Supplement, as amended by the amendment, has been duly
authorized, executed and delivered on the part of Discover Bank and as to
Discover Bank is a valid and binding instrument enforceable in accordance with
its terms, except as the foregoing may be limited by insolvency, bankruptcy,
reorganization, moratorium or other laws relating to or affecting the
enforcement of creditors' rights or by general equity principles;
(iii) the Securities have been duly authorized and (assuming their due
authentication by the Trustee) have been duly executed, issued and delivered and
constitute valid and binding obligations of the Trust, in accordance with their
terms, entitled to the benefits of the Pooling and Servicing Agreement, except
as the foregoing may be limited by insolvency, bankruptcy, reorganization or
other laws relating to or affecting the enforcement of creditors' rights or by
general equity principles; and
(iv) the Amended and Restated Credit Enhancement Agreement, to be dated
March 17, 2003, among Discover Bank, Discover Receivables Financing Corporation
("DRFC") and the Trustee, has been duly authorized, executed and delivered on
the part of each of Discover Bank and DRFC and as to each of Discover Bank and
DRFC is a valid and binding instrument enforceable against each of Discover Bank
and DRFC in accordance with its terms, except as the foregoing may be limited by
insolvency, bankruptcy, reorganization, moratorium or other laws relating to or
affecting the enforcement of creditors' rights or general equity principles.
Terms of Sale: The purchase price for the Certificates to the Underwriters will
be 99.775% of the aggregate principal amount of the Class A Certificates and
101.8854% of the aggregate principal amount of the Class B Certificates as of
March 17, 2003. 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 102.1354% of the aggregate principal amount of the Class B
Certificates.
Time of Delivery: 9:00 A.M., Chicago, Illinois Time, on March 17, 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 these Series 2003-2 Certificates. This Terms Agreement may
be amended only by written agreement of the parties hereto.
Very truly yours,
XXXXXX XXXXXXX & CO. INCORPORATED
By: /s/ XXXXXXX XXXXXX
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Accepted:
DISCOVER BANK
By: /s/ XXXXXXX X. XXXXXXX
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SCHEDULE I
UNDERWRITERS
$500,000,000 Floating Rate Class A Credit Card Pass-Through Certificates, Series
2003-2
Principal Amount
----------------
Xxxxxx Xxxxxxx & Co. Incorporated $ 500,000,000
Total $ 500,000,000
=============
$26,316,000 3.85% Class B Credit Card Pass-Through Certificates, Series 2003-2
Principal Amount
----------------
Xxxxxx Xxxxxxx & Co. Incorporated $ 26,316,000
Total $ 26,316,000
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