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UNDERWRITING AGREEMENT

Underwriting Agreement

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DISCOVER CARD MASTER TRUST I

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Title: UNDERWRITING AGREEMENT
Date: 2/22/2007

UNDERWRITING AGREEMENT, Parties: discover card master trust i
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EXECUTION COPY

DISCOVER CARD MASTER TRUST I

CREDIT CARD PASS-THROUGH CERTIFICATES

TERMS AGREEMENT

Dated: February 21, 2007

 

 

 

To:

 

Discover Bank, as Seller under the Amended and Restated Pooling and Servicing Agreement, dated as of November 3, 2004, as amended.

 

 

 

Re:

 

Underwriting Agreement dated July 21, 2006 (the “ Agreement ”)

Title of Securities :

Discover Card Master Trust I, Series 2007-1 Floating Rate Class A Credit Card Pass-Through Certificates; and

Discover Card Master Trust I, Series 2007-1 Floating Rate Class B Credit Card Pass-Through Certificates.

Initial Principal Amount of Certificates : $1,578,948,000

Series and Class Designation Schedule :

Discover Card Master Trust I, Series 2007-1 $1,500,000,000 Floating Rate Class A Credit Card Pass-Through Certificates; and

Discover Card Master Trust I, Series 2007-1 $78,948,000 Floating Rate Class B Credit Card Pass-Through Certificates.

Series Cut-Off Date : February 1, 2007

 

 

 

 

 

 

 

Moody's Investors

 

Standard & Poor's

Expected Certificate Rating:

 

Service, Inc.

 

Ratings Services

Class A

 

Aaa

 

AAA

Class B

 

A2

 

A

Aggregate outstanding balance of Receivables in the Discover Card Master Trust I as of January 31, 2007 : $36,706,862,706.89

Expected Date of Series Supplement : February 28, 2007

 


 

Certificate Rate :

Class A:       One-month LIBOR plus 0.01%; and

Class B:       One-month LIBOR plus 0.10% per annum

Time of Sale :

2:15 p.m. New York City time on February 21, 2007.

Time of Sale Information :

(1) Series Term Sheet dated February 20, 2007 relating to the Discover Card Master Trust I, Series 2007-1 (the “ Series Term Sheet ”), attached as Annex 1 hereto, which incorporates by reference (a) the prospectus supplement for Series 2006-3 dated as of September 26, 2006 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 http://www.discoverfinancial.com/absdata and (c) the other reports and documents incorporated by reference to the Series Term Sheet and (2) the Pricing Information Schedule.

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 Certificates, 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 by the Underwriters for use in the Prospectus and set forth in the “blood letter” from the Underwriters to Discover Bank dated the Time of Delivery.

Pricing Information Schedule :

A copy of the Pricing Term Sheet, dated as of February 21, 2007, relating to the Discover Card Master Trust I, Series 2007-1 (the “ Pricing Information Schedule ”), a document prepared by Discover and filed as an issuer free writing prospectus that contains final transaction terms for Discover Card Master Trust I, Series 2007-1, is attached as Annex 2 hereto. The Underwriters shall have delivered the information set

 


 

forth on the Pricing Information Schedule to potential investors in the Securities prior to entering into a purchase contract with the investor for the purchase of such Securities.

Terms of Sale :

The purchase price for the Certificates to the Underwriters will be

99.825% of the aggregate principal amount of the Class A Certificates; and
99.800% of the aggregate principal amount of the Class B Certificates.

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
100% of the aggregate principal amount of the Class B Certificates.

Time of Delivery : 9:00 A.M., Chicago, Illinois Time, on February 28, 2007, 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 2007-1 Certificates. This Terms Agreement may be amended only by written agreement of the parties hereto.

 

 

 

 

 

 

Very truly yours,

MORGAN STANLEY & CO. INCORPORATED
As Representative of the
Underwriters named in
Schedule I hereto
 

 

 

By:  

/s/ Jack Kattan  

 

 

 

Jack Kattan  

 

 

 

Managing Director 

 

 

 

 

 

 

 

 

Accepted:

DISCOVER BANK
 

 

 

By:  

/s/ Michael F. Rickert  

 

 

 

Michael F. Rickert 

 

 

 

V.P., Chief Financial Officer 

 

 

 

[Terms Agreement]

 


 

SCHEDULE I

UNDERWRITERS

$1,500,000,000 Floating Rate Class A Credit Card Pass-Through Certificates, Series 2007-1

 

 

 

 

 

 

 

Principal Amount

 

Morgan Stanley & Co. Incorporated

 

$

1,125,000,000

 

Deutsche Bank Securities Inc.

 

$

75,000,000

 

RBC Capital Markets Corporation

 

$

75,000,000

 

ABN AMRO Incorporated

 

$

75,000,000

 

Citigroup Global Markets Inc.

 

$

75,000,000

 

J.P. Morgan Securities Inc.

 

$

75,000,000

 

$78,948,000 Floating Rate Class B Credit Card Pass-Through Certificates, Series 2007-1

 

 

 

 

 

 

 

Principal Amount

 

Morgan Stanley & Co. Incorporated

 

$

59,211,000

 

Deutsche Bank Securities Inc.

 

$

3,947,400

 

RBC Capital Markets Corporation

 

$

3,947,400

 

ABN AMRO Incorporated

 

$

3,947,400

 

Citigroup Global Markets Inc.

 

$

3,947,400

 

J.P. Morgan Securities Inc.

 

$

3,947,400

 

 


 

 

 

 

 

 

 

 

Issuer Free Writing Prospectus

ANNEX 1

 

 

Filed Pursuant to Rule 433

 

 

 

Registration No. 333-131898

Discover Bank has filed a registration statement, as amended, (including a prospectus) (Registration No. 333-131898) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents Discover Bank has filed with the SEC for complete information about Discover Bank, the issuing trust, and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov . Alternatively, Discover Bank, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-866-718-1649.

SERIES TERM SHEET DATED FEBRUARY 20, 2007

DISCOVER ® CARD MASTER TRUST I, SERIES 2007-1

$[1,000,000,000] Floating Rate Class A Credit Card Pass-Through Certificates
$
[ 52,632,000] Floating Rate Class B Credit Card Pass-Through Certificates

DISCOVER BANK
Master Servicer, Servicer and Seller

      The certificates represent interests in the Discover Card Master Trust I. The certificates are not obligations of Discover Bank or any of its affiliates, and neither the certificates nor the underlying credit card receivables are insured or guaranteed by any governmental agency . Before you invest, we urge you to read the prospectus supplement for Series 2006-3, filed pursuant to Rule 424(b)(5) of the Securities Act of 1933, as amended, by Discover Bank on September 28 , 2006, which can be accessed at http://www.sec.gov/Archives/edgar/data/894327/000095013706010471/c08587b5e424b5.htm . You should also read the static pool data of Discover Card Master Trust I which can be accessed at http://www.discoverfinancial.com/absdata . The prospectus supplement for Series 2006-3 and the static pool data for Discover Card Master Trust I are considered to be part of this series term sheet. Series 2007-1 will not be comprised of any subseries. The economic terms set forth in this series term sheet and any information in this series term sheet that is later than or inconsistent with the information in the prospectus and prospectus supplement for Series 2006-3 supersede the economic terms and such information in the prospectus and prospectus supplement for Series 2006-3.

      The SEC allows us to incorporate by reference information we file with it, which means that we can disclose important information to you by referring you to those documents. We are incorporating by reference the Registration Statement on Form S-3, as amended, Registration No. 333-131898, filed by Discover Bank and the trust for the offering to which this communication relates. In addition, we incorporate by reference to this term sheet the following reports and documents filed by Discover Bank on behalf of the trust pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended:

      (1) the trust’s Annual Report on Form 10-K for the year ended November 30, 2006;

      (2) the trust’s Monthly Reports on Form 10-D filed since November 30, 2006; and

      (3) the trust’s Current Reports on Form 8-K filed since November 30, 2006.

      You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov . We file reports with the SEC under the name Discover Card Master Trust I, Commission file number 000-23108. The information incorporated by reference is considered to be part of this series term sheet. As a recipient of this series term sheet, you may request a copy of any document we incorporate by reference, except exhibits to the documents, unless the exhibits are specifically incorporated by reference, at no cost, by calling Discover Bank, as master servicer, at (302) 323-7434.

      We have prepared this series term sheet solely for informational purposes. Discover Bank may not offer or sell the certificates in any state where the offer or sale is prohibited. The underwriters may hold or trade securities of the trust or Discover Bank and may also perform investment banking services for the trust and Discover Bank.

MORGAN STANLEY
                               ABN AMRO INCORPORATED
                                                                       CITIGROUP
                                                                                              DEUTSCHE BANK
                                                                                                                       JPMORGAN
                                                                                                                                                RBC CAPITAL MARKETS

 


 

      This free writing prospectus does not contain all information that is required to be included in the prospectus and prospectus supplement.

      The information in this series term sheet will be superseded in its entirety by any similar information for Series 2007-1 we may subsequently provide prior to the Time of Sale, as defined below. The Time of Sale is expected to be at or around [___] P.M. New York City time on February [21], 2007 (the “Time of Sale”), the time at which the Terms Agreement for Series 2007-1 is expected to be executed among Discover Bank and the underwriters for Series 2007-1 (the “Terms Agreement”) and commitments to purchase certificates are expected first to be made.

      This series term sheet may not be distributed to Private Customers as defined by the U.K. Securities and Futures Authority.

IMPORTANT NOTICE REGARDING THE CONDITIONS FOR THIS OFFERING OF ASSET-BACKED SECURITIES

      The asset-backed securities referred to in these materials are being offered when, as and if issued. In particular, you are advised that asset-backed securities, and the asset pools backing them, are subject to modification or revision (including, among other things, the possibility that one or more classes of securities may be split, combined or eliminated), at any time prior to issuance or availability of a final prospectus. As a result, you may commit to purchase securities that have characteristics that may change, and you are advised that all or a portion of the securities may not be issued that have the characteristics described in these materials. Our obligation to sell securities to you is conditioned on the securities and the underlying transaction having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the issuer nor the underwriter will have any obligation to you to deliver all or any portion of the securities which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery.

IMPORTANT INFORMATION AND IRS CIRCULAR 230 NOTICE

      This material has been prepared for information purposes to support the promotion or marketing of the transaction or matters addressed herein. This is not a research report and was not prepared by the Morgan Stanley research department. It was prepared by Discover Bank or Morgan Stanley sales, trading, banking, or other non-research personnel. This material was not intended or written to be used, and it cannot be used by any taxpayer, for the purpose of avoiding penalties that may be imposed on the taxpayer under U.S. federal tax laws. Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor. Past performance is not necessarily a guide to future performance. Please see additional important information and qualifications at the end of this material.

IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS

      ANY LEGENDS, DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR IN OR AT THE BOTTOM OF THE EMAIL COMMUNICATION TO WHICH THIS MATERIAL IS ATTACHED ARE NOT APPLICABLE TO THESE MATERIALS AND SHOULD BE DISREGARDED. SUCH LEGENDS, DISCLAIMERS OR OTHER NOTICES HAVE BEEN AUTOMATICALLY GENERATED AS A RESULT OF THESE MATERIALS HAVING BEEN SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.

 


 

 

 

 

Title of Securities

 

Discover Card Master Trust I, Series 2007-1 Floating Rate Class A Credit Card Pass-Through Certificates and Discover Card Master Trust I, Series 2007-1 Floating Rate Class B, Credit Card Pass-Through Certificates.

 

 

 

Interest Rate

 

Class A Certificates: LIBOR plus ___% per year.

Class B Certificates: LIBOR plus ___% per year.

The trustee will calculate interest on the certificates on the basis of the actual number of days elapsed and a 360-day year. For information regarding the trustee, see Annex A.

“LIBOR” will mean the London interbank offered rate for one-month United States dollar deposits, determined two business days before the start of each interest accrual period.

 

 

 

Time of Sale

 

The time of sale is expected to be at or around [_:___] P.M. New York City time on February [21], 2007, the time at which the Terms Agreement for Series 2007-1 is expected to be executed among Discover Bank and the underwriters for Series 2007-1 and commitments to purchase certificates are expected first to be made.

 

 

 

Interest Payment Dates

 

The 15th day of each month, or the next business day, beginning in March 2007.

 

 

 

Expected Maturity Dates and Average Lives

 

Class A Certificates: February 16, 2010, or the next business day. If an Amortization Event occurs, the trust will pay principal monthly and the final principal payment may be made before or after February 15, 2010. Assuming (i) closing occurs on February [28], 2007, (ii) no Amortization Event occurs and (iii) payment will be made in full on the expected maturity date and adjusting for weekends and holidays, the average life is expected to be 2.96 years.

 

 

 

 

 

Class B Certificates: March 15, 2010, or the next business day. If an Amortization Event occurs, the trust will pay principal monthly and the final payment of principal may be made either before or after March 15, 2010. The trust must generally pay all Class A principal before it pays any Class B principal. Assuming (i) closing occurs on February [28], 2007, (ii) no Amortization Event occurs and (iii) payment will be made in full on the expected maturity date and adjusting for weekends and holidays, the average life is expected to be 3.04 years.

 

 

 

 

 

The average life calculations for each class of certificates are based on a 360-day year of twelve 30-day months.

An “Amortization Event” is an event that will cause the trust to begin repaying principal on a monthly basis.

 

 

 

Minimum
Monthly Payment Rates

 

In order to repay the principal of the certificates in full at their applicable expected maturities, the trust will need a minimum monthly payment rate of 9.14% for the Class A Certificates and a minimum monthly payment rate of 6.29% for the Class B

This material was not prepared by the Morgan Stanley research department. Please refer to important information and qualifications at the end of this material.

1


 

 

 

 

 

 

Certificates, assuming (i) an annual yield of 16.43%, (ii) a net charge-off rate of 3.74% per year, (iii) that the Principal Receivables in the trust remain above the Minimum Principal Receivables Balance (described below), (iv) the series is not receiving collections or income originally allocated to another series, (v) no Amortization Event occurs and (vi) the master servicer does not elect to delay the commencement of the period during which it allocates collections to repay the principal of the certificates.

 

 

 

Minimum Principal Receivables
Balance

 

The “Minimum Principal Receivables Balance” is an amount equal to the minimum principal receivables balances for each series, including each subseries, then outstanding. As of January 31, 2007, after giving effect to the issuance of Series 2007-1, the Minimum Principal Receivables Balance for the trust would be $[27,674,579,569.89]. The actual amount of Principal Receivables in the trust as of January 31, 2007 exceeds this amount by $[8,539,123,008.89]. The excess of Principal Receivables over the Minimum Principal Receivables Balance as of such date reflects [23.58]% of the total amount of Principal Receivables in the trust.

 

 

 

 

 

“Principal Receivables” are amounts owing by obligors under accounts that are allocated to the trust, excluding periodic finance charges and other charges and fees. References to “Accounts” in this series term sheet will mean accounts that are allocated to the trust.

 

 

 

Series Termination Date

 

The Series Termination Date is the last day on which the trust will pay principal on the certificates.

 

 

 

 

 

The Series Termination Date is the first business day following August 15, 2012, or if August 15, 2012 is not a business day, the second business day following August 15, 2012.

 

 

 

Subordination of Class B Certificates
(Class A Credit Enhancement)

 


The Class B Certificates are subordinated to the Class A Certificates, up to a specified dollar amount, known as the “Available Subordinated Amount.”

 

 

 

Available Subordinated Amount

 

Initially, equal to 12.5% of the Series Initial Investor Interest, which may be reduced, reinstated or increased from time to time. The Available Subordinated Amount will increase by:

 

 

 

 

 

   0.5% of the Series Initial Investor Interest after a Supplemental Credit Enhancement Event, if Discover Bank has not made an Effective Alternative Credit Support Election;

 

 

 

 

 

   4.5% of the Series Initial Investor Interest after an Effective Alternative Credit Support Election, if a Supplemental Credit Enhancement Event has occurred; or

 

 

 

 

 

   5.0% of the Series Initial Investor Interest after an Effective Alternative Credit Support Election, if a Supplemental Credit Enhancement Event has not occurred.

This material was not prepared by the Morgan Stanley research department. Please refer to important information and qualifications at the end of this material.

2


 

 

 

 

 

 

The “Series Initial Investor Interest” is equal to the total initial principal amount of the Floating Rate Class A Certificates plus the total initial principal amount of the Floating Rate Class B Certificates. If additional certificates are issued after the initial issuance date for Series 2007-1, the “Series Initial Investor Interest” will be deemed to include the initial principal amount of the additional certificates from and after the date of such additional issuance.

 

 

 

 

 

A “Supplemental Credit Enhancement Event” will occur the first time Standard & Poor’s Ratings Services withdraws the long-term debt or deposit rating of Discover Bank, or an additional seller, if any, or reduces this rating below BBB-.

 

 

 

 

 

“Effective Alternative Credit Support Election” will mean an effective election made by Discover Bank to change the way in which the trust allocates finance charge collections. To make this election, Discover Bank must arrange for the deposit of additional funds into the cash collateral account, discussed below, as appropriate.

 

 

 

Cash Collateral Account
(Class B Credit Enhancement)

 

Discover Bank will arrange to have a cash collateral account established and funded with an amount equal to 7.5% of the Series Initial Investor Interest for the direct benefit of the Class B investors, the “Credit Enhancement Account,” on the date the certificates are issued. The trustee may withdraw funds from this account to reimburse the Class B investors for amounts that would otherwise reduce their interest in the trust or affect their interest payments.

 

 

 

 

 

The amount on deposit in this account may decrease or increase on future Distribution Dates. A “Distribution Date” is the 15th calendar day of each month, or the next business day, beginning in March 2007.

 

 

 

 

 

The maximum amount of Credit Enhancement as of any Distribution Date will be:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Before a Supplemental Credit Enhancement
Event or an Effective Alternative Credit
Support Election

 

 

 

 

 

   7.5% of the Series Investor Interest as of the end of the preceding month, but not less than 1% of the Series Initial Investor Interest; or

 

 

 

 

 

After a Supplemental Credit Enhancement Event but
before an Effective Alternative Credit Support
Election

 

 

 

 

 

   8.0% of the Series Investor Interest as of the end of the preceding month, but not less than 1% of the Series Initial Investor Interest; or

This material was not prepared by the Morgan Stanley research department. Please refer to important information and qualifications at the end of this material.

3


 

 

 

 

 

 

After an Effective Alternative Credit Support
Election

 

 

 

 

 

   12.5% of the Series Investor Interest as of the end of the preceding month, but not less than 1% of the Series Initial Investor Interest.

 

 

 

 

 

However, if an Amortization Event has occurred, the maximum amount of Credit Enhancement will be the amount on deposit in the Credit Enhancement Account on the Distribution Date immediately before the Amortization Event occurred.

 

 

 

 

 

“Series Investor Interest” will mean the Series Initial Investor Interest minus

 

 

 

 

 

   the amount of principal collections on deposit for the benefit of investors,

 

 

 

 

 

   the amount of losses of principal on investments of principal collections on deposit for the benefit of investors,

 

 

 

 

 

   the aggregate amount of principal previously paid to investors, and

 

 

 

 

 

   the aggregate amount of investor losses resulting from accounts in which the receivables have been charged-off as uncollectible, after giving effect to all provisions in the Series Supplement to reimburse these charged-off amounts.

 

 

 

The Receivables

 

The receivables in the Accounts included in the trust as of January 31, 2007 totaled $36,706,862,706.89.

 

 

 

Interchange

 

The series will be eligible for allocations and reallocations of interchange. Series issued prior to November 3, 2004 will not receive allocations or reallocations of interchange.

 

 

 

Group Excess Spread and Interchange Subgroup Excess Spread

 


The certificates initially will be included in the “Group One” group of series. The three-month rolling average Group Excess Spread Percentage, as defined below, was 4.10% for the Distribution Date in February 2007. The Group Excess Spread Percentage excludes the effects of interchange. The three-month rolling average Interchange Subgroup Excess Spread, as defined below, as an annualized percentage of the Series Investor Interest for all series entitled to interchange, was 7.71% for the Distribution Date in February 2007. “Series Excess Spread” for a series or subseries is generally an amount equal to

 

 

 

 

 

   the total amount of finance charge collections, investment income, interchange and other similar collections allocable to such series or subseries for the prior calendar month, minus

This material was not prepared by the Morgan Stanley research department. Please refer to important information and qualifications at the end of this material.

4


 

 

 

 

 

 

   the total amount of interest and certain fees payable for such series or subseries and the amount of receivables allocable to such series or subseries that have been charged off as uncollectible for the prior calendar month.

 

 

 

 

 

“Group Excess Spread” for any Distribution Date is the sum of the Series Excess Spreads (modified as discussed below) for all series, including each subseries, in Group One. “Group Excess Spread Percentage” for any Distribution Date is a percentage calculated by multiplying:

 

 

 

 

 

   twelve, by

 

 

 

 

 

   the sum of the Series Excess Spreads (modified as discussed below) for all series, including each subseries, in Group One,

 

 

 

 

 

and then dividing the product by an amount equal to the sum of all investor interests for each series or subseries in Group One, in each case for the Distribution Date. For purposes of determining the Group Excess Spread and the Group Excess Spread Percentage, we will subtract interchange from the Series Excess Spread for each series or subseries that otherwise has positive Series Excess Spread. However, if this subtraction would cause the Series Excess Spread to be negative, Series Excess Spread for such series or subseries will be deemed to be zero.

 

 

 

 

 

“Interchange Subgroup Excess Spread” for any Distribution Date means the sum of:

 

 

 

 

 

   all amounts deposited in the Group Interchange Reallocation Account for all series or subseries to which interchange is allocated, and

 

 

 

 

 

   the Interchange Subgroup Allocable Group Excess Spread;

 

 

 

 

 

where “Interchange Subgroup Allocable Group Excess Spread” means, for any Distribution Date:

 

 

 

 

 

   if the Group Excess Spread is positive or zero, an amount equal to the Group Excess Spread multiplied by the sum of the investor interests for each series or subseries in Group One to which interchange is allocated, divided by

 

 

 

 

 

   an amount equal to the sum of all investor interests for each series or subseries in Group One;

 

 

 

 

 

and

 

 

 

 

 

   if the Group Excess Spread is negative, an amount equal to the Group Excess Spread multiplied by the sum of the Series Excess Spreads for each series or subseries in Group One to which interchange is

This material was not prepared by the Morgan Stanley research department. Please refer to important information and qualifications at the end of this material.

5


 

 

 

 

 

 

allocated and for which the Series Excess Spread was negative, divided by

 

 

 

 

 

   an amount equal to the sum of the Series Excess Spreads for each series or subseries in Group One for which the Series Excess Spread was negative.

 

 

 

Rating of the Investor Certificates

 

The trust will only issue the certificates if Standard & Poor’s has rated the Class A Certificates “AAA” and the Class B Certificates at least “A” and Moody’s Investors Service, Inc. has rated the Class A Certificates “Aaa” and has rated the Class B Certificates at least “A2.”

 

 

 

ERISA Considerations

 

Discover Bank believes that employee benefit plans subject to ERISA may acquire Class A Certificates; however, advisers to these plans should consult their own counsel. Employee benefit plans subject to ERISA and entities whose assets are considered to be assets of an employee benefit plan subject to ERISA may not acquire the Class B Certificates.

 

 

 

Underwriting

 

It is anticipated that the underwriters named below will purchase from Discover Bank, as an allocation of the Class A and Class B Certificates, the respective percentages set forth opposite their names less underwriting discounts and commissions:

 

 

 

 

 

 

 

 

 

 

Morgan Stanley & Co. Incorporated

 

 

75

%

 

 

ABN AMRO Incorporated

 

 

5

%

 

 

Citigroup Global Markets Inc.

 

 

5

%

 

 

Deutsche Bank Securities Inc.

 

 

5

%

 

 

J.P. Morgan Securities Inc.

 

 

5

%

 

 

RBC Capital Markets Corporation

 

 

5

%

 

 

 

 

 

 

The underwriting discounts and commissions for the Class A Certificates are expected to be [___]% and the underwriting discounts and commissions for the Class B Certificates are expected to be [___]%. Each underwriter has advised Discover Bank that it expects the concession it offers certain dealers to be up to 60% of such discounts and commissions, and the underwriters may allow, and these dealers may reallow, a concession of up to 30% of such discounts and commissions to certain other dealers.

 

 

 

Listing

 

Discover Bank expects to list the certificates on the Official List of the Luxembourg Stock Exchange and to trade the certificates on the Euro MTF Market of the Luxembourg Stock Exchange, in accordance with the rules of the Luxembourg Stock Exchange, to facilitate trading in non-U.S. markets.

 

 

 

Additional/Updated Risk Factors

 

Risk factors other than or updated from those described in the documents incorporated by reference in this term sheet are described in Annex B .

 

 

 

The Discover Card Business

 

Updated information about the Discover Card business is described in Annex C .

This material was not prepared by the Morgan Stanley research department. Please refer to important information and qualifications at the end of this material.

6


 

COMPOSITION AND HISTORICAL PERFORMANCE OF THE ACCOUNTS

     We have set forth information below about the Accounts that are part of the trust. To the extent applicable, Account information dated as of January 31, 2007, includes the Discover Card accounts originated by Discover Bank which were added to the Trust as of February 1, 2007 (the “Additional Accounts”). For further information regarding the addition of these accounts to the Trust, refer to the 8-K filed on behalf of the Trust on February 6, 2007.

      Geographic Distribution. The Accounts that are part of the trust are not highly concentrated geographically. As of January 31, 2007, the following nine states had the largest Receivables balances and comprised over 50% of the Receivables:

 

 

 

 

 

 

 

Percentage of

State

 

Total Receivables

California

 

 

9.3

%

Texas

 

 

8.8

%

New York

 

 

6.8

%

Florida

 

 

5.8

%

Illinois

 

 

5.7

%

Pennsylvania

 

 

4.9

%

Ohio

 

 

4.6

%

Michigan

 

 

3.7

%

New Jersey

 

 

3.5

%

Other States

 

 

46.9

%

 

 

 

 

 

Total

 

 

100.0

%

 

 

 

 

 

     Since the largest amounts of outstanding Receivables were with cardholders whose billing addresses were in California, Texas, New York, Florida, Illinois, Pennsylvania, Ohio, Michigan and New Jersey, adverse changes in the business or economic conditions in these states could have an adverse effect on the performance of the Receivables.

      Credit Limit Information. As of January 31, 2007, the Accounts had the following credit limits:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Receivables

 

 

Percentage

 

 

 

 

 

 

Percentage of

 

 

 

Outstanding

 

 

of Total

 

 

Number of

 

 

Total

 

Credit Limit

 

($000’s)

 

 

Receivables

 

 

Accounts

 

 

Accounts

 

Less than or equal to $5,000.00

 

$

4,479,859

 

 

 

12.2

%

 

 

8,491,331

 

 

 

24.4

%

$5,000.01 to $10,000.00

 

$

12,984,692

 

 

 

35.4

%

 

 

13,143,202

 

 

 

37.8

%

$10,000.01 to $15,000.00

 

$

14,876,571

 

 

 

40.5

%

 

 

11,768,718

 

 

 

33.8

%

Over $15,000.00

 

$

4,365,741

 

 

 

11.9

%

 

 

1,410,162

 

 

 

4.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

36,706,863

 

 

 

100.0

%

 

 

34,813,413

 

 

 

100.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

     The average credit limit as of January 31, 2007 was $8,867.

This material was not prepared by the Morgan Stanley research department. Please refer to important information and qualifications at the end of this material.

7


 

      Account Balance Information . As of January 31, 2007, the Accounts had the following balances:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Receivables

 

 

Percentage

 

 

 

 

 

 

Percentage of

 

 

 

Outstanding

 

 

of Total

 

 

Number of

 

 

Total

 

 

 

($000's)

 

 

Receivables

 

 

Accounts

 

 

Accounts

 

Credit Balance

 

$

(39,746

)

 

 

(0.1

)%

 

 

541,197

 

 

 

1.6

%

No Balance

 

$

 

 

 

0.0

%

 

 

20,939,204

 

 

 

60.2

%

$0.01 to $5,000.00

 

$

14,420,738

 

 

 

39.3

%

 

 

10,667,943

 

 

 

30.6

%

$5,000.01 to $10,000.00.

 

$

14,368,569

 

 

 

39.1

%

 

 

2,026,975

 

 

 

5.8

%

$10,000.01 to $15,000.00

 

$

6,806,806

 

 

 

18.6

%

 

 

571,936

 

 

 

1.6

%

Over $15,000.00

 

$

1,150,496

 

 

 

3.1

%

 

 

66,158

 

 

 

0.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

36,706,863

 

 

 

100.0

%

 

 

34,813,413

 

 

 

100.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

The average account balance as of January 31, 2007 was $2,443 (using 15,023,009 active Accounts for which cardmembers had a balance, a monetary transaction or an authorization within the past month).

      Seasoning. As of January 31, 2007, 95.0% of the Accounts were at least 24 months old. The ages of the Accounts as of January 31, 2007 were distributed as follows:

 

 

 

 

 

 

 

 

 

 

 

Percentage of

 

Percentage of

Age of Accounts

 

Total Accounts

 

Total Receivables

Less than 12 Months

 

 

2.1

%

 

 

4.9

%

12 to 23 Months

 

 

2.9

%

 

 

3.9

%

24 to 35 Months

 

 

3.3

%

 

 

3.3

%

36 to 47 Months

 

 

3.3

%

 

 

3.2

%

48 to 59 Months

 

 

5.2

%

 

 

5.4

%

60 Months and Greater

 

 

83.2

%

 

 

79.3

%

 

 

 

 

 

 

 

 

 

Total

 

 

100.0

%

 

 

100.0

%

 

 

 

 

 

 

 

 

 

      Delinquency Information. The Accounts in the trust have had the following delinquency statuses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of January 31, 2007

 

 

As of December 31, 2006

 

 

As of December 31, 2005

 

 

 

Receivables

 

 

Percentage of

 

 

Receivables

 

 

Percentage of

 

 

Receivables

 

 

Percentage of

 

 

 

Outstanding

 

 

Total

 

 

Outstanding

 

 

Total

 

 

Outstanding

 

 

Total

 

 

 

($000's)

 

 

Receivables

 

 

($000's)

 

 

Receivables

 

 

($000's)

 

 

Receivables

 

Total Receivables

 

$

36,706,863

 

 

 

100.00

%

 

$

34,888,235

 

 

 

100.00

%

 

$

33,961,825

 

 

 

100.00

%

Receivables Delinquent:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

30 to 59 Days

 

$

386,714

 

 

 

1.05

%

 

$

369,695

 

 

 

1.06

%

 

$

391,941

 

 

 

1.15

%

60 to 89 Days

 

$

275,920

 

 

 

0.75

%

 

$

268,684

 

 

 

0.77

%

 

$

258,519

 

 

 

0.76

%

90 to 119 Days

 

$

232,844

 

 

 

0.64

%

 

$

228,263

 

 

 

0.65

%

 

$

207,787

 

 

 

0.61

%

120 to 149 Days

 

$

214,912

 

 

 

0.59

%

 

$

194,385

 

 

 

0.56

%

 

$

176,535

 

 

 

0.52

%

150 to 179 Days

 

$

191,492

 

 

 

0.52

%

 

$

172,886

 

 

 

0.50

%

 

$

165,133

 

 

 

0.49

%

Over 180 Days

 

$

 

 

 

0.00

%

 

$

 

 

 

0.00

%

 

$

 

 

 

0.00

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Delinquent

 

$

1,301,882

 

 

 

3.55

%

 

$

1,233,913

 

 

 

3.54

%

 

$

1,199,915

 

 

 

3.53

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2004

 

 

As of December 31, 2003

 

 

 

Receivables

 

 

Percentage of

 

 

Receivables

 

 

Percentage of

 

 

 

Outstanding

 

 

Total

 

 

Outstanding

 

 

Total

 

 

 

($000's)

 

 

Receivables

 

 

($000's)

 

 

Receivables

 

Total Receivables

 

$

35,519,347

 

 

 

100.00

%

 

$

35,323,197

 

 

 

100.00

%

Receivables Delinquent:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

30 to 59 Days

 

$

493,062

 

 

 

1.39

%

 

$

699,204

 

 

 

1.98

%

60 to 89 Days

 

$

350,431

 

 

 

0.99

%

 

$

475,025

 

 

 

1.34

%

90 to 119 Days

 

$

302,349

 

 

 

0.85

%

 

$

388,064

 

 

 

1.10

%

120 to 149 Days

 

$

265,824

 

 

 

0.75

%

 

$

337,948

 

 

 

0.96

%

150 to 179 Days

 

$

243,226

 

 

 

0.68

%

 

$

306,901

 

 

 

0.87

%

Over 180 Days

 

$

 

 

 

0.00

%

 

$

 

 

 

0.00

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Delinquent

 

$

1,654,892

 

 

 

4.66

%

 

$

2,207,142

 

 

 

6.25

%

 

 

 

 

 

 

 

 

 

 

 

 

 

This material was not prepared by the Morgan Stanley research department. Please refer to important information and qualifications at the end of this material.

8


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of January 31, 2007

 

 

As of December 31, 2006

 

 

As of December 31, 2005

 

 

 

 

 

 

 

Percentage

 

 

 

 

 

 

Percentage

 

 

 

 

 

 

Percentage

 

 

 

Number of

 

 

of Total

 

 

Number of

 

 

of Total

 

 

Number of

 

 

of Total

 

 

 

Accounts

 

 

Accounts

 

 

Accounts

 

 

Accounts

 

 

Accounts

 

 

Accounts

 

Total Accounts

 

 

34,813,413

 

 

 

100.00

%

 

 

32,971,762

 

 

 

100.00

%

 

 

34,108,850

 

 

 

100.00

%

Accounts Delinquent:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

30 to 59 Days

 

 

77,100

 

 

 

0.22

%

 

 

73,988

 

 

 

0.23

%

 

 

82,952

 

 

 

0.24

%

60 to 89 Days

 

 

48,745

 

 

 

0.14

%

 

 

47,093

 

 

 

0.14

%

 

 

48,878

 

 

 

0.14

%

90 to 119 Days

 

 

38,210

 

 

 

0.11

%

 

 

37,176

 

 

 

0.11

%

 

 

37,168

 

 

 

0.11

%

120 to 149 Days

 

 

33,669

 

 

 

0.10

%

 

 

30,477

 

 

 

0.09

%

 

 

30,377

 

 

 

0.09

%

150 to 179 Days

 

 

29,191

 

 

 

0.08

%

 

 

26,611

 

 

 

0.08

%

 

 

27,249

 

 

 

0.08

%

Over 180 Days

 

 

 

 

 

0.00

%

 

 

 

 

 

0.00

%

 

 

 

 

 

0.00

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Delinquent

 

 

226,915

 

 

 

0.65

%

 

 

215,345

 

 

 

0.65

%

 

 

226,624

 

 

 

0.66

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2004

 

 

As December 31, 2003

 

 

 

Number of

 

 

Percentage of

 

 

Number of

 

 

Percentage of

 

 

 

Accounts

 

 

Total Accounts

 

 

Accounts

 

 

Total Accounts

 

Total Accounts

 

 

35,156,736

 

 

 

100.00

%

 

 

33,950,472

 

 

 

100.00

%

Accounts Delinquent:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

30 to 59 Days

 

 

107,076

 

 

 

0.30

%

 

 

150,528

 

 

 

0.44

%

60 to 89 Days

 

 

68,046

 

 

 

0.19

%

 

 

92,882

 

 

 

0.27

%

90 to 119 Days

 

 

55,045

 

 

 

0.16

%

 

 

71,891

 

 

 

0.21

%

120 to 149 Days

 

 

46,593

 

 

 

0.13

%

 

 

59,941

 

 

 

0.18

%

150 to 179 Days

 

 

41,248

 

 

 

0.12

%

 

 

52,720

 

 

 

0.16

%

Over 180 Days

 

 

 

 

 

0.00

%

 

 

 

 

 

0.00

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Delinquent

 

 

318,008

 

 

 

0.90

%

 

 

427,962

 

 

 

1.26

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Distribution of the Accounts by FICO Score

      FICO Credit Score Information. As of January 31, 2007, the Accounts had the following FICO scores:

 

 

 

 

 

 

 

 

 

 

 

Receivables

 

 

 

 

 

 

Outstanding

 

 

Percentage of

 

FICO Credit Score Range

 

($000)

 

 

Total Receivables

 

No Score

 

$

405,740

 

 

 

1.10

%

Less than 600

 

$

4,353,595

 

 

 

11.86

%

600 to 659

 

$

5,354,806

 

 

 

14.59

%

660 to 719

 

$

11,852,029

 

 

 

32.29

%

720 and above

 

$

14,740,693

 

 

 

40.16

%

 

 

 

 

 

 

 

Total

 

$

36,706,863

 

 

 

100.00

%

 

 

 

 

 

 

 

This material was not prepared by the Morgan Stanley research department. Please refer to important information and qualifications at the end of this material.

9


 

Summary Historical Performance of the Accounts

     The information below about the performance of the trust Accounts for historical periods reflects only the performance of Accounts that were designated for the trust during the specified time period and has not been restated to reflect the performance of Accounts added after such time period, including the Additional Accounts. Accordingly, such information does not fully reflect the historical performance of the Accounts currently comprising the trust Accounts. The performance information included in this section is generally consistent with the type of performance information that will be provided in the monthly certificateholders statement.

      Summary Yield Information. The annualized monthly yield for the Accounts is calculated by dividing the monthly finance charges by beginning monthly principal receivables multiplied by twelve. Monthly finance charge collections include periodic finance charges, cash advance item charges, late fees, overlimit fees and other fees, all net of write-offs. Recoveries received with respect to Receivables in the trust that have been charged off as uncollectible, including the proceeds of charged-off receivables that Discover Bank has removed from the trust, are included in the trust and are treated as Finance Charge Collections. Discover Bank allocates, to the extent applicable for any series issued on or after November 3, 2004, interchange, which is treated similarly to finance charges. The aggregate yield is the average of the monthly annualized yields for each period shown. The aggregate yield for the Accounts is summarized as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One Month

 

 

 

 

Aggregate Yields

 

Ended

 

 

 

 

 

 

January 31,

 

 

Twelve Months Ended December 31,

 

 

 

2007

 

 

2006

 

 

2005

 

 

2004

 

 

2003

 

Finance Charges and Fees (Excluding Recoveries and Interchange)($000)

 

$

448,857

 

 

$

5,229,147

 

 

$

5,002,729

 

 

$

5,323,969

 

 

$

5,534,492

 

Yield Excluding Recoveries and Interchange

 

 

15.64

%

 

 

16.43

%

 

 

15.25

%

 

 

15.45

%

 

 

15.85

%

Yield Excluding Recoveries and Including Interchange

 

 

18.65

%

 

 

19.91

%

 

 

18.35

%

 

 

18.76

%

 

 

15.85

%

Gross Yield Including Recoveries and Interchange

 

 

19.61

%

 

 

20.90

%

 

 

19.44

%

 

 

19.66

%

 

 

16.67

%

     After November 30, 2003, when we refer to yield excluding recoveries and interchange, we are excluding only recoveries related to the charge-off of principal, but are including recoveries related to finance charge and fee write-offs. These finance charge and fee recoveries were previously reflected in net charge-offs, but net charge-offs now includes only charge-offs and recoveries of principal. See the chart “ Summary Charge-Off Information. ” For purposes of the Pooling and Servicing Agreement, all recoveries of principal as well as recoveries of finance charges and fees are treated as Finance Charge Collections, and are reflected in percentages set forth in the row of the table titled “ Gross Yield Including Recoveries and Interchange .” The certificates of this Series 2007-1 will be eligible to receive allocations and reallocations of interchange received by the trust in accordance with the terms of the series supplement. Other certificates issued after this series may also be eligible to receive allocations and reallocations of interchange if so provided in their respective series supplements. Certificates issued prior to November 3, 2004 receive no allocations or reallocations of interchange, therefore, interchange is only reflected in the yields above beginning November 2004.

      Summary Charge-Off Information. The annualized monthly charge-off rates for the Accounts are calculated by dividing the monthly principal charge-offs by beginning monthly principal receivables multiplied by twelve. The aggregate charge-off percentages expressed below are the average of the annualized monthly charge-off rates for each period shown. The Accounts have had the following aggregate charge-off amounts and aggregate charge-off percentages:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One Month

 

 

 

 

 

 

Ended

 

 

 

 

 

 

January 31,

 

 

Twelve Months Ended December 31,

 

 

 

2007

 

 

2006

 

 

2005

 

 

2004

 

 

2003

 

Gross Principal Charge-offs ($000)

 

$

139,229

 

 

$

1,507,862

 

 

$

2,286,570

 

 

$

2,463,519

 

 

$

2,742,942

 

Net Principal Charge-offs ($000)

 

$

111,796

 

 

$

1,192,380

 

 

$

1,931,329

 

 

$

2,153,434

 

 

$

2,456,316

 

Gross Principal Charge-off Rates

 

 

4.85

%

 

 

4.73

%

 

 

6.97

%

 

 

7.15

%

 

 

7.85

%

Net Principal Charge-off Rates

 

 

3.89

%

 

 

3.74

%

 

 

5.89

%

 

 

6.25

%

 

 

7.03

%

This material was not prepared by the Morgan Stanley research department. Please refer to important information and qualifications at the end of this material.

10


 

     Prior to December 1, 2003 net charge-offs included recoveries related to finance charge and fee write-offs. After November 30, 2003, we excluded recoveries related to finance charge and fee write-offs from net charge-offs . Net charge-offs reflect only recoveries of principal after November 30, 2003.

      Summary Payment Rate Information. The monthly payment rate for the Accounts is calculated by dividing monthly collections by the Receivables in the Accounts as of the beginning of the month. The average monthly payment rate for each period shown is calculated by dividing the sum of individual monthly payment rates by the number of months in the period. The Accounts have had the following historical monthly payment rates:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One Month Ended

 

 

 

 

January 31,

 

Twelve Months Ended December 31,

 

 

2007