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EXHIBIT 1.2
DISCOVER CARD MASTER TRUST I
CREDIT CARD PASS-THROUGH CERTIFICATES
TERMS AGREEMENT
Dated: May 25, 2000
To: Greenwood Trust Company, as Seller under the Pooling and Servicing
Agreement, as amended, dated as of October 1, 1993.
Re: Underwriting Agreement dated January 29, 1999
Title: Discover Card Master Trust I, Series 2000-5, Credit Card Pass-Through
Certificates, Class A and Class B.
Initial Principal Amount of Certificates: $1,263,158,000
Series and Class Designation Schedule: Discover Card Master Trust I, Series
2000-5 $1,200,000,000 Floating Class A Credit Card Pass-Through Certificates.
Discover Card Master Trust I, Series 2000-5 $63,158,000 Floating Rate Class B
Credit Card Pass-Through Certificates.
Series Cut-Off Date: June 1, 2000
Certificate Rating: Moody's Investors Standard & Poor's
Service, Inc. Ratings Services
Class A Aaa AAA
Class B A2 A
Aggregate outstanding balance of Receivables as of May 1, 2000:
$28,251,145,543.94.
Date of Series Supplement: June 6, 2000.
Certificate Rate: Class A: One-month LIBOR plus 0.18% per annum; and Class B:
One-month LIBOR plus 0.41% per annum.
Terms of Sale: The purchase price for the Certificates to the Underwriters will
be 99.775% of the aggregate principal amount of the Class A Certificates and
99.750% of the aggregate principal amount of the Class B Certificates as of June
6, 2000. The Underwriters will offer the Certificates to the public at a price
equal to 100.00% of the aggregate principal amount of the Class A Certificates
and 100.00% of the aggregate principal amount of the Class B Certificates.
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Time of Delivery: 9:00 A.M., Chicago, Illinois Time, on June 6, 2000, or at such
other time as may be agreed upon in writing.
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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 2000-5 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/ James P. Fadel
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Accepted:
GREENWOOD TRUST COMPANY
By: /s/ Michael F. Rickert
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SCHEDULE I
UNDERWRITERS
$1,200,000,000 Floating Rate Class A Credit Card Pass-Through Certificates,
Series 2000-5
Principal Amount
----------------
Morgan Stanley & Co. Incorporated $1,100,000,000
ABN AMRO Incorporated $25,000,000
Banc of America Securities LLC $25,000,000
Banc One Capital Markets, Inc. $25,000,000
Credit Lyonnais Securities (USA) Inc. $25,000,000
Total $1,200,000,000
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$63,158,000 Floating Rate Class B Credit Card Pass-Through Certificates, Series
2000-5
Principal Amount
----------------
Morgan Stanley & Co. Incorporated $63,158,000
