Terms Agreement for Discover Card Master Trust I, Series 2002-5 Credit Card Pass-Through Certificates

Summary

This agreement, dated December 4, 2002, is between Discover Bank and a group of underwriters led by Morgan Stanley & Co. Incorporated. It sets the terms for the sale of $1,263,158,000 in credit card pass-through certificates (Class A and B) from Discover Card Master Trust I, Series 2002-5. The agreement details the purchase price, interest rates, delivery date, and allocation among underwriters. The certificates are rated by Moody's, S&P, and Fitch, and the agreement represents the full understanding between the parties regarding this transaction.

EX-1.1 3 c73523exv1w1.txt TERMS AGREEMENT EXHIBIT 1.1 DISCOVER CARD MASTER TRUST I CREDIT CARD PASS-THROUGH CERTIFICATES TERMS AGREEMENT Dated: December 4, 2002 To: Discover Bank, as Seller under the Pooling and Servicing Agreement, as amended, dated as of October 1, 1993. Re: Underwriting Agreement dated January 15, 2002 Title: Discover Card Master Trust I, Series 2002-5, 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 2002-5 $1,200,000,000 Floating Rate Class A Credit Card Pass-Through Certificates. Discover Card Master Trust I, Series 2002-5 $63,158,000 Floating Rate Class B Credit Card Pass-Through Certificates. Series Cut-Off Date: December 1, 2002 Certificate Rating: Moody's Investors Standard & Poor's Service, Inc. Ratings Services Fitch Ratings ----------------- ----------------- ------------- Class A Aaa AAA AAA Class B A2 A A+ Aggregate outstanding balance of Receivables as of December 1, 2002: $34,581,816,801.25 Date of Series Supplement: December 11, 2002 Certificate Rate: Class A: One-month LIBOR plus 0.05% per annum; and Class B: One-month LIBOR plus 0.35% per annum. Terms of Sale: The purchase price for the Certificates to the Underwriters will be 99.90% of the aggregate principal amount of the Class A Certificates and 99.85% of the aggregate principal amount of the Class B Certificates as of December 11, 2002. 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 December 11, 2002, 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 2002-5 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/ SANJEEV KHANNA ------------------------------- Accepted: DISCOVER BANK By: /s/ MICHAEL F. RICKERT -------------------------------- SCHEDULE I UNDERWRITERS $1,200,000,000 Floating Rate Class A Credit Card Pass-Through Certificates, Series 2002-5

$63,158,000 Floating Rate Class B Credit Card Pass-Through Certificates, Series 2002-5