DISCOVER CARD EXECUTION NOTE TRUST DISCOVERSERIES Class A(2007-2) ASSET BACKED NOTES TERMS AGREEMENT Dated: October 1, 2007
DISCOVER CARD EXECUTION NOTE TRUST
DISCOVERSERIES
Class A(2007-2)
ASSET BACKED NOTES
TERMS AGREEMENT
DISCOVERSERIES
Class A(2007-2)
ASSET BACKED NOTES
TERMS AGREEMENT
Dated: October 1, 2007
To:
|
DISCOVER CARD EXECUTION NOTE TRUST | |
DISCOVER BANK | ||
Re:
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Underwriting Agreement dated October 1, 2007 (the “Agreement”) | |
Series Designation: | ||
DiscoverSeries. | ||
Registration Statement: | ||
Nos. 333-141703, 000-000000-00 and 000-000000-00. | ||
Title of Securities: | ||
Discover Card Execution Note Trust, DiscoverSeries Class A(2007-2) Notes (the “Notes”). | ||
Initial Principal Amount of Notes: | ||
$1,250,000,000. | ||
Required Note Rating: | ||
Aaa by Xxxxx’x Investor Service, Inc. | ||
AAA by Standard & Poor’s Rating Services | ||
AAA by Fitch, Inc. | ||
Aggregate outstanding balance of Receivables in the Discover Card Master Trust I as of August
31, 2007: $36,665,324,440.02. |
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Expected Date of Terms Document: October 9, 2007. | ||
Interest Rate or Formula: Three-month LIBOR plus 0.34% per year. | ||
Time of Sale: | ||
5:00 p.m. New York City time on October 1, 2007. | ||
Time of Sale Information: | ||
(1) The Preliminary Prospectus dated October 1, 2007 for the DiscoverSeries Class A(2007-2) Notes (the “Preliminary Prospectus”), attached as Annex 1 hereto, filed pursuant to Rule 424(b) |
of the Securities Act of 1933, which incorporated by reference (a) the static pool
information regarding the historical performance of the Receivables for the accounts
contained on the internet website xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx/xxxxxxx and (b) the other
reports and documents incorporated by reference to the Preliminary Prospectus and (2) the
Pricing Term Sheet.
If, subsequent to the Time of Sale, it is determined that such information included an
untrue statement of material fact or omitted to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under which they were made,
not misleading and the Underwriters have terminated their old purchase contracts and entered
into new purchase contracts with purchasers of the Notes, then “Time of Sale Information”
will also include any information that corrects such material misstatements or omissions,
together with any other information, to the extent it is made available to purchasers at the
time of entry into the last such new purchase contract such that “Time of Sale Information”
no longer includes an untrue statement of a material fact or omits to state a material fact
necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading (“Corrective Information”).
Underwriter Information:
“Underwriter Information” shall mean the written information furnished to Discover Bank and
Discover Card Execution Note Trust by the Underwriters for use in the Prospectus and set
forth in the “blood letter” from the Underwriters to Discover Bank and Discover Card
Execution Note Trust dated the Closing Date.
Pricing Term Sheet:
A copy of the Pricing Term Sheet, dated as of October 1, 2007, relating to the Discover Card
Execution Note Trust, DiscoverSeries Class A(2007-2) Notes (the “Pricing Term
Sheet”), a document prepared by Discover Bank and Discover Card Execution Note Trust and
filed as an issuer free writing prospectus that contains final transaction terms for
Discover Card Execution Note Trust, DiscoverSeries Class A(2007-2) Notes, is attached as
Annex 2 hereto. The Underwriters shall have delivered the information set forth on
the Pricing Term Sheet to potential investors in the Notes prior to entering into a purchase
contract with the investor for the purchase of such Notes.
Terms of Sale:
The purchase price for the Notes to the Underwriters will be
99.775% of the aggregate principal amount of the Notes.
The Underwriters will offer the Notes to the public at a price equal to
100% of the aggregate principal amount of the Notes.
Closing Date: October 9, 2007, or such other date as may be agreed upon in writing.
Time of Delivery: 9:05 A.M., Chicago, Illinois Time, on the Closing Date, or at such other
time as may be agreed upon in writing.
2
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 Notes. This Terms Agreement may be
amended only by written agreement of the parties hereto.
Very truly yours, UBS SECURITIES LLC As the Representative of the Underwriters named in Schedule I hereto |
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By: | /s/ Xxxxxx Xxxx | |||
/s/ Verdi Contente | ||||
Accepted: | ||||
DISCOVER CARD EXECUTION NOTE TRUST, as Issuer |
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By: Discover Bank, not in its individual | ||||
capacity but solely as Depositor on | ||||
behalf of the Issuer | ||||
By: |
/s/ Xxxxxxx X. Xxxxxxx | |||
DISCOVER BANK | ||||
By: |
/s/ Xxxxxxx X. Xxxxxxx | |||
[Signature Page to Class A(2007-2) Terms Agreement]
SCHEDULE I
UNDERWRITERS
$1,250,000,000 Discover Card Execution Note Trust, DiscoverSeries Class A(2007-2) Notes
Name of Underwriter | Principal Amount | |||
UBS Securities LLC |
$ | 312,500,000 | ||
Barclays Capital Inc. |
$ | 312,500,000 | ||
Credit Suisse Securities (USA) LLC |
$ | 312,500,000 | ||
Xxxxxx Brothers Inc. |
$ | 312,500,000 |
ANNEX 1
[PRELIMINARY PROSPECTUS]
ANNEX 2
[PRICING TERM SHEET]