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,
XXXXXX XXXXXXX & CO. INCORPORATED
As Representative of the
Underwriters named in
Schedule I hereto
By: /s/ Xxxxxx X. Friend
-------------------------------------
Accepted:
DISCOVER BANK
By: /s/ Xxxxxxx X. Xxxxxxx
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SCHEDULE I
UNDERWRITERS
$750,000,000 5.15% Class A Credit Card Pass-Through Certificates, Series 2002-2
Principal Amount
----------------
Xxxxxx Xxxxxxx & 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
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$39,474,000 5.45% Class B Credit Card Pass-Through Certificates, Series 2002-2
Principal Amount
----------------
Xxxxxx Xxxxxxx & 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
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