Fiscal and Paying Agency Agreement (2015)Full Document 

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FISCAL AND PAYING AGENCY AGREEMENT

Between

DISCOVER BANK

Issuer

and

U.S. BANK NATIONAL ASSOCIATION

Fiscal and Paying Agent

Dated as of June 4, 2015

3.100% Notes Due 2020


TABLE OF CONTENTS

Page
ARTICLE 1 APPOINTMENT 1
Section 1.1.

Appointment of Fiscal and Paying Agent

1
ARTICLE 2 THE NOTES 1
Section 2.1.

Form of Notes

1
Section 2.2.

Certifications of Authorized Representatives of the Bank

2
Section 2.3.

Authentication and Delivery

2
Section 2.4.

Denominations; Issuance of Certificated Securities

3
Section 2.5.

Principal Amount; Reopening

4
Section 2.6.

Security Register; Registration of Transfer and Exchange

4
Section 2.7.

Persons Deemed Owners

5
Section 2.8.

Cancellation of Unissued Global Notes

5
Section 2.9.

Mutilated, Stolen or Destroyed Notes

5
Section 2.10.

Redemption

5
ARTICLE 3 THE FISCAL AND PAYING AGENT 6
Section 3.1.

Payment of Notes

6
Section 3.2.

Information Regarding Amounts Payable

6
Section 3.3.

Deposit of Funds

6
Section 3.4.

Disposition of Funds Held for Payment of Notes

7
Section 3.5.

Receipt and Delivery of Notices

7
Section 3.6.

Additional Responsibilities

7
Section 3.7.

Miscellaneous

8
ARTICLE 4 LIABILITY AND INDEMNIFICATION 8
Section 4.1.

Liability

8
Section 4.2.

Indemnification

9
Section 4.3.

Agents and Advisors

9
ARTICLE 5 RESIGNATION OR REMOVAL OF FISCAL AND PAYING AGENT; SUCCESSION 9
Section 5.1.

Resignation or Removal

9
Section 5.2.

Successor Fiscal and Paying Agent

10
Section 5.3.

Successor by Merger, Etc.

10
ARTICLE 6 MISCELLANEOUS 10
Section 6.1.

Compensation of the Fiscal and Paying Agent

10
Section 6.2.

Reliance on Opinions of Counsel or Officer’s Certificate

11

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Section 6.3.

Notes Held by Fiscal and Paying Agent

11
Section 6.4.

Notices

11
Section 6.5.

Parties

12
Section 6.6.

Governing Law

12
Section 6.7.

Separability

12
Section 6.8.

Effect of Headings

12
Section 6.9.

Amendments

12
Section 6.10.

Events of Default; Rescission

13
Section 6.11.

Actions Due on Saturdays, Sundays and Holidays

14
Section 6.12.

Agreement to Pay Attorneys’ Fees and Other Expenses

14
Section 6.13.

Survival

14
Section 6.14.

No Implied Waivers

14
Section 6.15.

Counterparts

14
Section 6.16.

Term

14
Section 6.17.

Complete Agreement

14

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This FISCAL AND PAYING AGENCY AGREEMENT (the "Agreement") is entered into as of June 4, 2015 by and between Discover Bank, as Issuer (the "Bank"), and U.S. Bank National Association as Fiscal and Paying Agent (the "Fiscal and Paying Agent").

W I T N E S S E T H:

WHEREAS, the Bank proposes to issue and sell $1,250,000,000 of its 3.100% Notes Due 2020 (the "Notes") in minimum denominations of $250,000 to certain institutional accredited investors in an offering that is exempt from registration with the Securities and Exchange Commission; and

WHEREAS, the Bank desires to appoint the Fiscal and Paying Agent as fiscal and paying agent of the Bank with respect to the preparation, authentication, delivery, registration and payment of the Notes;

NOW, THEREFORE, in consideration of the mutual promises, covenants, conditions and agreements set forth herein, the parties hereby agree as follows:

ARTICLE 1

APPOINTMENT

Section 1.1. Appointment of Fiscal and Paying Agent. The Fiscal and Paying Agent is hereby appointed as fiscal and paying agent for the Notes on the terms and conditions specified in this Agreement and in the Notes, and the Fiscal and Paying Agent hereby accepts such appointment. The Bank hereby appoints the Fiscal and Paying Agent as registrar for the Notes.

ARTICLE 2

THE NOTES

Section 2.1. Form of Notes. The Notes will be represented by one or more global certificates, each such certificate hereinafter called a "Global Note." All Global Notes shall be registered in the name of The Depository Trust Company ("DTC"), as depository, or its nominee or a successor depository or nominee. All Global Notes shall be in substantially the form attached hereto as Exhibit A and may have such appropriate insertions, omissions, variations or substitutions as are required or permitted by, and not inconsistent with, this Agreement, and may also have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any applicable law or with any applicable rules or regulations made pursuant thereto or with the rules or regulations of any securities exchange or governmental agency or as may, consistently herewith, be determined by the officers of the Bank executing such Global Notes, as evidenced by their execution thereof. Beneficial interests in the Global Notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC or its nominee and its participants.


Section 2.2. Certifications of Authorized Representatives of the Bank.

(a) Any instruction given by the Bank to the Fiscal and Paying Agent under this Agreement shall be in the form of an Officer’s Certificate. For the purposes of this Agreement, "Officer’s Certificate" means a certificate signed by an Authorized Representative (defined below) and delivered to the Fiscal and Paying Agent.

(b) On or before the original issue date, the Bank shall furnish the Fiscal and Paying Agent with an Officer’s Certificate of the Bank certifying the incumbency and specimen signatures of the representatives of the Bank who are authorized to instruct the Fiscal and Paying Agent regarding the completion and delivery of the Global Notes and take other actions hereunder (each an "Authorized Representative"). The Bank shall notify the Fiscal and Paying Agent promptly in writing if any of such persons ceases to be so authorized or if any additional person becomes so authorized together, in the case of an additional authorized person, with evidence satisfactory to the Fiscal and Paying Agent that such person has been so authorized and any such change shall become effective on the Business Day (as hereinafter defined) on which the Fiscal and Paying Agent receives notice thereof.

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