DISCOVER CARD EXECUTION NOTE TRUST DISCOVERSERIES Class A(2008-1) ASSET BACKED NOTES TERMS AGREEMENT Dated: January 9, 2008
EXECUTION COPY
DISCOVER CARD EXECUTION NOTE TRUST
DISCOVERSERIES
Class A(2008-1)
ASSET BACKED NOTES
TERMS AGREEMENT
DISCOVERSERIES
Class A(2008-1)
ASSET BACKED NOTES
TERMS AGREEMENT
Dated: January 9, 2008
To: | DISCOVER CARD EXECUTION NOTE TRUST DISCOVER BANK |
Re: | Underwriting Agreement dated January 9, 2008 (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(2008-1) Notes (the “Notes”).
Initial Principal Amount of Notes:
$900,000,000.
Required Note Rating:
Aaa by Xxxxx’x Investor Service, Inc.
AAA by Standard & Poor’s Rating Services
AAA by Fitch, 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 December
31, 2007: $39,302,100,656.15.
Expected Date of Terms Document: January 16, 2008.
Interest Rate or Formula: LIBOR plus 0.55% per year.
Time of Sale:
1:24 p.m. New York City time on January 9, 2008.
Time of Sale Information:
(1) Tranche Term Sheet dated January 8, 2008 relating to the Discover Card Execution Note
Trust, DiscoverSeries Class A(2008-1) Notes (the “Tranche Term Sheet”), attached as
Annex 1
hereto, which incorporates by reference (a) the prospectus supplement for
the DiscoverSeries Class A(2007-2) notes dated as of October 3, 2007 filed pursuant to Rule
424(b) of the Securities Act of 1933, (b) the static pool information regarding the
historical performance of the Receivables for the accounts contained on the internet website
xxxx://xxx.xxxxxxxxxxxxxxxxx.xxx/ absdata and (c) the other reports and documents
incorporated by reference to the Tranche Term Sheet 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 January 9, 2008, relating to the Discover Card
Execution Note Trust, DiscoverSeries Class A(2008-1) 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(2008-1) 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
99.850% 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: January 16, 2008, 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, | ||||
BANC OF AMERICA SECURITIES LLC | ||||
As a Representative of the Underwriters named in Schedule I hereto | ||||
By: | /s/ Xxxxxxx X. Xxxxx | |||
BARCLAYS CAPITAL INC. | ||||
As a Representative of the Underwriters named in Schedule I hereto | ||||
By: | /s/ Xxxxxx X. Xxx | |||
Accepted:
DISCOVER CARD EXECUTION NOTE
TRUST, as Issuer
TRUST, as Issuer
By: Discover Bank, not in its individual
capacity but solely as Depositor on
behalf of the Issuer
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(2008-1) Terms Agreement]
SCHEDULE I
UNDERWRITERS
$900,000,000 Discover Card Execution Note Trust, DiscoverSeries Class A(2008-1) Notes
Name of Underwriter | Principal Amount | |||
Banc of America Securities LLC |
$ | 130,000,000 | ||
Barclays Capital Inc. |
$ | 130,000,000 | ||
Credit Suisse Securities (USA) LLC |
$ | 128,000,000 | ||
X.X. Xxxxxx Securities Inc. |
$ | 128,000,000 | ||
Xxxxxx Brothers Inc. |
$ | 128,000,000 | ||
Xxxxxxx Xxxxx Xxxxxx, Xxxxxx & Xxxxx Incorporated |
$ | 128,000,000 | ||
Xxxxxx Xxxxxxx & Co. Incorporated |
$ | 128,000,000 |
ANNEX 1
[TRANCHE TERM SHEET]
ANNEX 2
[PRICING TERM SHEET]