Terms Agreement for Discover Card Master Trust I Credit Card Pass-Through Certificates (Series 2000-6 and 2000-7) between Greenwood Trust Company and Underwriters

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Summary

This agreement, dated June 9, 2000, is between Greenwood Trust Company and a group of underwriters led by Morgan Stanley & Co. Incorporated. It sets the terms for the sale and purchase of two series of Discover Card Master Trust I Credit Card Pass-Through Certificates (Series 2000-6 and 2000-7), including principal amounts, interest rates, purchase prices, and delivery dates. The agreement also outlines the rights of Greenwood Trust Company to offer other certificate series concurrently and specifies that any amendments must be in writing and agreed upon by all parties.

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EX-1.2 3 0003.txt TERMS AGREEMENT 1 EXHIBIT 1.2 DISCOVER CARD MASTER TRUST I CREDIT CARD PASS-THROUGH CERTIFICATES TERMS AGREEMENT Dated: June 9, 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 June 9, 2000 Title: Discover Card Master Trust I, Series 2000-6, Credit Card Pass-Through Certificates, Class A and Class B. Initial Principal Amount of Certificates: $736,843,000 Series and Class Designation Schedule: Discover Card Master Trust I, Series 2000-6 $700,000,000 Floating Rate Class A Credit Card Pass-Through Certificates. Discover Card Master Trust I, Series 2000-6 $36,843,000 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 June 1, 2000: $28,071,726,498.52. Date of Series Supplement: June 19, 2000. Certificate Rate: Class A: Three-month LIBOR plus 0.13% per annum; and Class B: Three-month LIBOR plus 0.36% per annum, converting to one-month LIBOR plus 0.13% per annum and one-month LIBOR plus 0.36% per annum, respectively, following an Amortization Event. Terms of Sale: The purchase price for the Certificates to the Underwriters will be 99.75% of the aggregate principal amount of the Class A Certificates and 99.70% of the aggregate principal amount of the Class B Certificates as of June 19, 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. 2 Concurrent Offerings of Certificates: Notwithstanding anything in Section 5(e) of the Agreement to the contrary, the parties hereto agree that Greenwood may offer, sell, contract to sell or otherwise dispose of the Series 2000-7 Certificates during the period beginning from the date of the Terms Agreement and continuing to and including the Time of Delivery. Time of Delivery: 9:00 A.M., Chicago, Illinois Time, on June 19, 2000, or at such other time as may be agreed upon in writing. 3 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 2000-6 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/ Dennis Scurletis ------------------------------- Accepted: GREENWOOD TRUST COMPANY By: /s/ Michael F. Rickert ------------------------------- 4 SCHEDULE I UNDERWRITERS $700,000,000 Floating Rate Class A Credit Card Pass-Through Certificates, Series 2000-6
Principal Amount ---------------- Morgan Stanley & Co. Incorporated $696,500,000 Commerzbank Capital Markets Corp. $1,750,000 Loop Capital Markets, LLC $1,750,000 Total $700,000,000 ===== ============
$36,843,000 Floating Rate Class B Credit Card Pass-Through Certificates, Series 2000-6
Principal Amount ---------------- Morgan Stanley & Co. Incorporated $36,843,000
5 DISCOVER CARD MASTER TRUST I CREDIT CARD PASS-THROUGH CERTIFICATES TERMS AGREEMENT Dated: June 9, 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 June 9, 2000 Title: Discover Card Master Trust I, Series 2000-7, Credit Card Pass-Through Certificates, Class A and Class B. Initial Principal Amount of Certificates: $894,737,000 Series and Class Designation Schedule: Discover Card Master Trust I, Series 2000-7 $850,000,000 Floating Rate Class A Credit Card Pass-Through Certificates. Discover Card Master Trust I, Series 2000-7 $44,737,000 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 June 1, 2000: $28,071,726,498.52. Date of Series Supplement: June 20, 2000. Certificate Rate: Class A: Three-month LIBOR plus 0.1725% per annum; and Class B: Three-month LIBOR plus 0.4125% per annum, converting to one-month LIBOR plus 0.1725% per annum and one-month LIBOR plus 0.4125% per annum, respectively, following an Amortization Event. Terms of Sale: The purchase price for the Certificates to the Underwriters will be 99.70% of the aggregate principal amount of the Class A Certificates and 99.625% of the aggregate principal amount of the Class B Certificates as of June 20, 2000. The Underwriters will offer the 6 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. Concurrent Offerings of Certificates: Notwithstanding anything in Section 5(e) of the Agreement to the contrary, the parties hereto agree that Greenwood may offer, sell, contract to sell or otherwise dispose of the Series 2000-6 Certificates during the period beginning from the date of the Terms Agreement and continuing to and including the Time of Delivery. Time of Delivery: 9:00 A.M., Chicago, Illinois Time, on June 20, 2000, or at such other time as may be agreed upon in writing. 7 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 2000-7 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/ Dennis Scurletis Accepted: --------------------------- GREENWOOD TRUST COMPANY By: /s/ Michael F. Rickert - --------------------------- 8 SCHEDULE I UNDERWRITERS $850,000,000 Floating Rate Class A Credit Card Pass-Through Certificates, Series 2000-7
Principal Amount ---------------- Morgan Stanley & Co. Incorporated $845,750,000 Commerzbank Capital Markets Corp. $2,125,000 Loop Capital Markets, LLC $2,125,000 Total $850,000,000 ============
$44,737,000 Floating Rate Class B Credit Card Pass-Through Certificates, Series 2000-7
Principal Amount ---------------- Morgan Stanley & Co. Incorporated $44,737,000