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EXHIBIT 1.1
DISCOVER CARD MASTER TRUST I
CREDIT CARD PASS-THROUGH CERTIFICATES
TERMS AGREEMENT
Dated: March 2, 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 2001-3, 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
2001-3 $750,000,000 Floating Rate Class A Credit Card Pass-Through Certificates.
Discover Card Master Trust I, Series 2001-3 $39,474,000 Floating Rate Class B
Credit Card Pass-Through Certificates.
Series Cut-Off Date: March 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 February 1, 2001:
$34,513,301,706.11.
Date of Series Supplement: March 15, 2001.
Certificate Rate: Class A: One-month LIBOR plus 0.15% per annum; and Class B:
One-month LIBOR plus 0.42% per annum.
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
99.75% of the aggregate principal amount of the Class B Certificates as of March
15, 2001. The Underwriters will offer the Certificates to the public at a price
equal to 100.00% of the aggregate principal amount of the Class A Certificates
and 100.00% of the aggregate principal amount of the Class B Certificates. Time
of Delivery: 9:00 A.M., Chicago, Illinois Time, on March 15, 2001, or at such
other time as may be agreed upon in writing.
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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 2001-3 Certificates. This Terms Agreement may be amended only by
written agreement of the parties hereto.
Very truly yours,
XXXXXX XXXXXXX & CO. INCORPORATED
As Representative of the Underwriters
named in Schedule I hereto
By: /s/ Xxxxx X. Xxxxx
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Accepted:
DISCOVER BANK
By: /s/ Xxxxxx Xxxxx
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SCHEDULE I
UNDERWRITERS
$750,000,000 Floating Rate Class A Credit Card Pass-Through Certificates, Series
2001-3
Principal Amount
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Xxxxxx Xxxxxxx & Co. Incorporated $625,000,000
ABN AMRO Incorporated $25,000,000
Banc of America Securities LLC $25,000,000
Banc One Capital Markets, Inc. $25,000,000
Credit Lyonnais Securities (USA) Inc. $25,000,000
Deutsche Banc Alex. Xxxxx Inc. $25,000,000
Total $750,000,000
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$39,474,000 Floating Rate Class B Credit Card Pass-Through Certificates, Series
2001-3
Principal Amount
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Xxxxxx Xxxxxxx & Co. Incorporated $39,474,000
