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EX-1.2 - EX-1.2 - Discover Card Execution Note Trustd801762dex12.htm
EX-1.1 - EX-1.1 - Discover Card Execution Note Trustd801762dex11.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 8, 2014

 

 

 

Commission File Number:

333-141703-02

 

Commission File Number:

000-23108

 

Commission File Number:

033-54804

DISCOVER CARD

EXECUTION NOTE TRUST

 

DISCOVER CARD MASTER

TRUST I

  DISCOVER BANK

(Exact name of issuing entity in

respect of the notes as specified in

charter)

 

(Exact name of issuing entity in

respect of the Series 2007-CC

Collateral Certificate)

 

(Exact name of sponsor and

depositor as specified in charter)

Delaware

(State or jurisdiction of

incorporation or

organization of the issuing entity)

 

Delaware

(State or jurisdiction of

incorporation or

organization of the issuing entity)

 

Delaware

(State or jurisdiction of

incorporation or

organization of the sponsor and depositor)

c/o Wilmington trust Company

Rodney Square North

1100 North Market Street

Wilmington, Delaware

19890-0001

 

c/o Discover Bank

12 Read’s Way

New Castle, Delaware

19720

 

12 Read’s Way

New Castle, Delaware

19720

(Address of principal executive

offices of the issuing entity)

 

(Address of principal executive

offices of the issuing entity)

 

(Address of principal executive

offices of the sponsor and depositor)

 

 

 

51-0020270

(IRS Employer Identification No. of the sponsor and depositor)

 

(302) 323-7315

(Telephone, including area code)

 

Former name or former address, if changed since last report: Not Applicable

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 1.01 Entry into Material Definitive Agreements

On October 8, 2014, Discover Card Execution Note Trust and Discover Bank entered into an Underwriting Agreement by and among Discover Card Execution Note Trust, Discover Bank, J.P. Morgan Securities LLC and Mitsubishi UFJ Securities (USA), Inc. (the “Underwriting Agreement”), with respect to notes to be issued by Discover Card Execution Note Trust in one or more series, classes and tranches pursuant to the Indenture, dated as of July 26, 2007, as amended by the First Amendment to Indenture, dated as of June 4, 2010, and as supplemented by the Amended and Restated Indenture Supplement, dated as of June 4, 2010, and a Terms Document having the date stated in the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between Discover Card Execution Note Trust, as Issuer, and U.S. Bank National Association, as Indenture Trustee. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On October 8, 2014, Discover Card Execution Note Trust and Discover Bank entered into a Terms Agreement with J.P. Morgan Securities LLC and Mitsubishi UFJ Securities (USA), Inc., with respect to the issuance of $1,200,000,000 principal amount of Class A(2014-5) DiscoverSeries Notes of Discover Card Execution Note Trust (the “Class A(2014-5) Terms Agreement”). A copy of the Class A(2014-5) Terms Agreement is filed as Exhibit 1.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Exhibits

 

Exhibit No.

  

Description

  

Page

Exhibit 1.1

   Underwriting Agreement, dated October 8, 2014, among Discover Card Execution Note Trust, Discover Bank, J.P. Morgan Securities LLC and Mitsubishi UFJ Securities (USA), Inc.   

Exhibit 1.2

   Terms Agreement, dated October 8, 2014, among Discover Card Execution Note Trust, Discover Bank, J.P. Morgan Securities LLC and Mitsubishi UFJ Securities (USA), Inc., with respect to the Class A(2014-5) DiscoverSeries Notes, excluding Annexes   


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

    Discover Bank
    (as Depositor for Discover Card Master Trust I and Discover Card Execution Note Trust)
Date: October 8, 2014   By:   /s/ Michael F. Rickert
    Michael F. Rickert
    Vice President, Chief Financial Officer and Assistant Treasurer


INDEX TO EXHIBITS

 

Exhibit No.

  

Description

  

Page

Exhibit 1.1

   Underwriting Agreement, dated October 8, 2014, among Discover Card Execution Note Trust, Discover Bank, J.P. Morgan Securities LLC and Mitsubishi UFJ Securities (USA), Inc.   

Exhibit 1.2

   Terms Agreement, dated October 8, 2014, among Discover Card Execution Note Trust, Discover Bank, J.P. Morgan Securities LLC and Mitsubishi UFJ Securities (USA), Inc., with respect to the Class A(2014-5) DiscoverSeries Notes, excluding Annexes