exv4w13



 





Exhibit 4.13




[FORM OF] DISCOVERSERIES CLASS B(___-__) NOTE




     [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]



     THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT AT ANY TIME
INSTITUTE AGAINST THE ISSUER, ANY MASTER TRUST OR ANY SPECIAL PURPOSE ENTITY THAT ACTS AS A
DEPOSITOR WITH RESPECT TO ANY MASTER TRUST OR THE ISSUER, OR JOIN IN ANY INSTITUTION AGAINST THE
ISSUER, ANY MASTER TRUST OR ANY SPECIAL PURPOSE ENTITY THAT ACTS AS A DEPOSITOR WITH RESPECT TO ANY
MASTER TRUST OR THE ISSUER, ANY RECEIVERSHIP, INSOLVENCY, BANKRUPTCY OR SIMILAR PROCEEDINGS, OR
OTHER PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW IN CONNECTION
WITH ANY OBLIGATIONS RELATING TO THE NOTES, THE INDENTURE, ANY DERIVATIVE AGREEMENT, ANY
SUPPLEMENTAL CREDIT ENHANCEMENT AGREEMENT AND ANY SUPPLEMENTAL LIQUIDITY AGREEMENT.



     THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST
IN THIS NOTE, BY THE ACQUISITION OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE NOTES AS
INDEBTEDNESS FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES
OF ANY OTHER TAX IMPOSED ON OR MEASURED BY INCOME.



     DISTRIBUTIONS OF PRINCIPAL AND INTEREST TO THE HOLDER OF THIS CLASS B NOTE ARE SUBORDINATE TO
THE PAYMENT ON EACH DISTRIBUTION DATE OF PRINCIPAL OF AND INTEREST ON THE CLASS A NOTES OF THE
DISCOVERSERIES AND THE PAYMENT OF CERTAIN OTHER AMOUNTS, TO THE EXTENT AND AS DESCRIBED IN THE
INDENTURE AND INDENTURE SUPPLEMENT REFERRED TO HEREIN.



 









 





			
	REGISTERED
	 	up to $                    *
	No.                     
	 	CUSIP NO.                     






DISCOVER CARD EXECUTION NOTE TRUST




[Floating Rate] [___%] [Discount]




DISCOVERSERIES CLASS B(___-___) NOTE




     DISCOVER CARD EXECUTION NOTE TRUST, a statutory trust created under the laws of the State of
Delaware (herein referred to as the “Issuer” or the “Note Issuance Trust”), for
value received, hereby promises to pay to [CEDE & CO.], or registered assigns, subject to the
following provisions, a principal sum of                      payable on the [                     ___
Payment Date (the “Expected Maturity Date”)], except as otherwise provided below or in the
Indenture or the Indenture Supplement (as defined on the reverse hereof); provided,
however, that the entire unpaid principal amount of this Note shall be due and payable on
the                      ___Payment Date (the “Legal Maturity Date”). [Interest will accrue on
this Note at the rate of [Floating Rate] [___%] per annum, as more specifically set forth in the
Class B(___-___) Terms Document dated [    ], [    ] (the “Terms Document”), between the
Issuer and U.S. Bank National Association, as Indenture Trustee (the
“Indenture Trustee”, which term includes any successor
Indenture Trustee under the Indenture), and shall be due and payable on each Interest Payment Date from
and including the previous Interest Payment Date (or, in the case of the first Interest Payment
Date for any Class B(___-___) Notes, from and including the applicable Issuance Date) to but
excluding such Interest Payment Date. Interest will be computed on the basis of [the actual number
of days elapsed] [twelve 30-day months] and a 360-day year.] [Principal will accrete on this note
at a rate of [___%] per annum, as more specifically set forth in the Terms Document.] Such
principal of [and interest on] this Note shall be paid in the manner specified on the reverse
hereof.



     The principal and interest may be payable monthly, and may be payable earlier or later than
the Expected Maturity Date, following an Event of Default or while an Early Redemption Event has
occurred and is continuing. No principal or interest will be distributed on the Note following the
distribution of proceeds of a Receivables Sale.



     Series Principal Amounts allocated to these Class B(___-___) Notes will be applied first to pay
shortfalls in interest on Class A Notes, then to pay any shortfalls in Series Servicing Fees
allocable to the DiscoverSeries, and then to make Targeted Principal Deposits to the Principal
Funding Subaccounts for Class A Notes, including Targeted Prefunding Deposits, before being applied
to make Targeted Principal Deposits to the Principal Funding Subaccounts of Subordinate Notes,
including these Class B(___-___) Notes. Principal will not be paid on these Class B(___-___) Notes
prior to their Legal Maturity Date unless the Class A Usage of Class B Notes is zero for all
Tranches of Class A Notes of the DiscoverSeries and the required level of subordination for the
Class A Notes of the DiscoverSeries is available after giving effect to such payment.



     The principal of [and interest on] this Note [is] [are] payable in [such coin or currency of
the United States of America as at the time of payment is legal tender for payment of public and
private debts].



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     The Initial Dollar Principal Amount of this Note is [    ].



     Reference is made to the further provisions of this Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this Note.



     Unless the certificate of authentication hereon has been executed by the Indenture Trustee
whose name appears below by manual signature, this Note shall not be entitled to any benefit under
the Indenture, Indenture Supplement or the Terms Document referred to on the reverse hereof, or be valid or obligatory
for any purpose.





 




			
	*	 	Denominations of $[100,000] and in integral multiples of $[1,000] in excess thereof.




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IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile,
by its Authorized Officer.




	 	 	 	 	 
	 	DISCOVER CARD EXECUTION NOTE TRUST,

as Issuer

 	 
	 	By:  	WILMINGTON TRUST COMPANY, not in its individual capacity, but solely as Owner
Trustee
 	 
	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	Date: _______ __, ____ 		 



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INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION





     This is one of the Notes designated above and referred to in the within-mentioned Indenture.



	 	 	 	 	 
	 	US BANK NATIONAL ASSOCIATION, not in

its individual capacity but solely as

Indenture Trustee

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	Date: _______ __, ____ 		 



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[REVERSE OF NOTE]





     This Note is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as
its [Floating Rate][___%][Discount] Notes (herein called the “Notes”), all issued under an
Indenture dated as of [    ], 2007 (such Indenture, as amended, restated, amended and restated,
supplemented, replaced or otherwise modified from time to time, is herein called the
“Indenture”), as supplemented by an Indenture
Supplement dated as of [    ], 2007 (such
Indenture Supplement, as amended, restated, amended and restated, supplemented, replaced or
otherwise modified from time to time, is herein called the “Indenture Supplement”), between
the Issuer and Indenture Trustee, to which
Indenture and Indenture Supplement is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The
Notes are subject to all terms of the Indenture, the Indenture Supplement and the Terms Document.
All terms used in this Note that are defined in the Indenture, the Indenture Supplement and the
Terms Document shall have the meanings assigned to them in or pursuant to the Indenture, the
Indenture Supplement and the Terms Document.



     The Class A Notes and the Class C Notes of the DiscoverSeries and other tranches of Class B
Notes of the DiscoverSeries will also be issued under the Indenture and the Indenture Supplement.



     The Notes are and will be equally and ratably secured by the collateral pledged as security
therefor as provided in the Indenture and the Indenture Supplement.



     The Notes are subordinated in right of payment of principal and interest to the Class A Notes
and provide loss protection to the Class A Notes of the DiscoverSeries, to the extent set forth in
the Indenture Supplement. Principal Amounts allocable to the Notes may be applied to pay the Class
A Interest Allocation or the Series Servicing Fees of the DiscoverSeries, to the extent set forth
in the Indenture Supplement.



     Principal of the Notes will be payable on the Expected Maturity Date in an amount described on
the face hereof.



     As described above, the entire unpaid principal amount of this Note shall be due and payable
on the Legal Maturity Date. Notwithstanding the foregoing, the entire unpaid principal amount of
the Notes shall be due and payable on the date on which an Event of Default relating to the Notes
shall have occurred and be continuing and, except in the event of an insolvency related default,
the Indenture Trustee or the Majority Holders of the applicable Series, Class or Tranche of
Outstanding Dollar Principal Amount of the Outstanding Notes have declared the Notes to be
immediately due and payable in the manner provided in Section 702 of the Indenture;
provided, however, that such acceleration of the entire unpaid principal amount of
the Notes may be rescinded by the Majority Holders of such applicable Series, Class or Tranche of
Notes.



     On any day occurring on or after the date on which the aggregate Nominal Liquidation Amount of
any Tranche of Notes is reduced to less than 5% of its highest Outstanding Dollar Principal Amount,
the Depositor or any Affiliate thereof has the right, but not the obligation, to redeem such
Tranche of Notes in whole but not in part, pursuant to Section 1202 of the



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Indenture. The redemption price will be an amount equal to the Outstanding Dollar Pincipal
Amount of such Tranche, plus accrued, unpaid and additional interest or principal accreted and
unpaid on such Tranche to but excluding the date of redemption.




     Subject to the terms and conditions of the Indenture, the Beneficiary, on behalf of the Note
Issuance Trust, may from time to time issue, or direct the Owner Trustee, on behalf of the Note
Issuance Trust, to issue, one or more Series, Classes or Tranches of Notes.



     On each Payment Date, the Paying Agent shall distribute to each Holder of Class B(___-___)
Notes of record on the related Record Date (except for the final distribution with respect to this
Note) such Holder of Class B(___-___) Notes’ pro rata share of the amounts held by the Paying Agent
that are allocated and available on such Payment Date to pay interest and principal on the Class B
Notes.



     Payments of [interest on this Note due and payable on each Payment Date, together with] any
installment of principal, if any, to the extent not in full payment of this Note, shall be made by
check mailed to the Person whose name appears as the Registered Holder of this Note on the Note
Register as of the close of business on each Record Date, except that with respect to Notes
registered on the Record Date in the name of the nominee of the clearing agency (initially, such
nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to
the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto
at the address of such Person as it appears on the Note Register as of the applicable Record Date
without requiring that this Note be submitted for notation of payment. Any reduction in the
principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made
on any Payment Date shall be binding upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not
noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in
full of the then remaining unpaid principal amount of this Note on a Payment Date, then the
Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the
Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed within
five days of such Payment Date and the amount then due and payable shall be payable only upon
presentation and surrender of this Note at the Indenture Trustee’s principal Corporate Trust Office
or at the office of the Indenture Trustee’s agent appointed for such purposes located in the City
of New York. On any payment of [interest or] principal being made, details of such payment shall
be entered by the Indenture Trustee on behalf of the Issuer in Schedule A hereto.



     As provided in the Indenture and subject to certain limitations set forth therein [and as set
forth in the first legend on the face hereof], the transfer of this Note may be registered on the
Note Register upon surrender of this Note for registration of transfer at the office or agency
designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder
hereof or his attorney duly authorized in writing, with such signature guaranteed by a commercial
bank or trust company located, or having a correspondent located, in the City of New York or the
city in which the Corporate Trust Office is located, or a member firm of a national securities
exchange, and such other documents as the Indenture Trustee may require, and thereupon one or more
new Notes of authorized denominations and in the same aggregate principal amount will be issued to
the designated transferee or transferees. No service charge will



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be charged for any registration of transfer or exchange of this Note, but the transferor may
be required to pay a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any such registration of transfer or exchange.




     To the fullest extent permitted by applicable law, each Noteholder or Note Owner, by
acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants
and agrees that by accepting the benefits of the Indenture that it will not at any time institute
against the Issuer, any Master Trust or any special purpose entity that acts as a depositor with
respect to any Master Trust or the Issuer, or join in any institution against the Issuer, any
Master Trust or any special purpose entity that acts as a depositor with respect to any Master
Trust or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or
other proceedings under any United States federal or state bankruptcy or similar law in connection
with any obligations relating to the Notes, the Indenture, any Derivative Agreement, any
Supplemental Credit Enhancement Agreement and any Supplemental Liquidity Agreement.



     Prior to the due presentment for registration of transfer of this Note, the Issuer, the
Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in
whose name this Note (as of the day of determination or as of such other date as may be specified
in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be
overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by
notice to the contrary.



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Issuer and the rights of the Holders of the
Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes
representing not less than 66 2/3% of the Outstanding Dollar
Principal Amount of each adversely affected Series, Class or Tranche of Notes. The Indenture also
contains provisions permitting the Holders of Notes representing specified percentages of the
Outstanding Dollar Principal Amount of the Notes, on behalf of the Holders of all the Notes, to
waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note
shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of
any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof
whether or not notation of such consent or waiver is made upon this Note. The Indenture also
permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the
Indenture without the consent of Holders of the Notes issued thereunder.



     The term “Issuer” as used in this Note includes any successor to the Issuer under the
Indenture.



     The Issuer is permitted by the Indenture, under certain circumstances, to merge or
consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the
Indenture.



     The Notes are issuable only in registered form in denominations as provided in the Indenture,
subject to certain limitations therein set forth.



     THIS NOTE AND THE INDENTURE WILL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF
THE STATE OF NEW YORK, INCLUDING



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SECTION 5-1401 OF THE GENERAL OBLIGATION LAW, WITHOUT REFERENCE TO ANY CONFLICT OF LAW
PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER STATE.




     No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the
principal of [and interest on] this Note at the times, place, and rate, and in the coin or currency
herein prescribed.



     No recourse may be taken, directly or indirectly, with respect to the obligations of the
Issuer on the Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Owner Trustee in its individual capacity, (ii) any owner of a
beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer,
director or employee of the Owner Trustee in its individual capacity, any holder of a beneficial
interest in the Issuer or any successor or assign of the Owner Trustee in its individual capacity,
except as any such Person may have expressly agreed (it being understood that the Owner Trustee has
no such obligations in its individual capacity). The Holder of this Note by the acceptance hereof
agrees that, except as expressly provided in the Indenture and the Indenture Supplement in the case
of an Event of Default under the Indenture, the Holder shall have no claim against any of the
foregoing for any deficiency, loss or claim therefrom; provided, however, that
nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets
of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture
or in this Note.



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ASSIGNMENT



Social Security or taxpayer I.D. or other identifying number of assignee



                    



FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto



(name and address of assignee)



the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney, to transfer said Note on the books kept for registration thereof, with full power of
substitution in the premises.




	 	 	 	 	 	 	 
	Dated:  

	 	 
 
 
	 	  

Signature
Guaranteed:
	 	*  







 




			
	*	 	NOTE: The signature to this assignment must correspond with the name
of the registered owner as it appears on the face of the within Note
in every particular, without alteration, enlargement or any change
whatsoever.




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SCHEDULE A




PART I




[INTEREST PAYMENTS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Confirmation of
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	payment by or on
	Interest	 	Date of	 	Total Amount	 	Amount of	 	behalf of the Note
	Payment Date	 	Payment	 	of Interest Payable	 	Interest Paid	 	Issuance Trust
	First
	 	 	                    	 	 	 	                    	 	 	 	                    	 	 	 	                    	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Second
	 	 	                    	 	 	 	                    	 	 	 	                    	 	 	 	                    	 






     [continue numbering until the appropriate number of interest payment dates for the Notes is
reached]]



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PART II




PRINCIPAL PAYMENTS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Confirmation of
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	payment by or on
	Principal	 	Date of	 	Total Amount	 	Total	 	behalf of the Note
	Payment Date	 	Payment	 	of Principal Payable	 	Amount Paid	 	Issuance Trust
	First
	 	 	                    	 	 	 	                    	 	 	 	                    	 	 	 	                    	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Second
	 	 	                    	 	 	 	                    	 	 	 	                    	 	 	 	                    	 






     [continue numbering until the appropriate number of installment dates for the Notes is
reached]




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