Terms Agreement for Discover Card Master Trust I, Series 2000-5 Credit Card Pass-Through Certificates between Greenwood Trust Company and Underwriters

Summary

This agreement, dated May 25, 2000, is between Greenwood Trust Company (as Seller) and a group of underwriters led by Morgan Stanley & Co. Incorporated. It sets the terms for the sale of $1,263,158,000 in Discover Card Master Trust I, Series 2000-5 Credit Card Pass-Through Certificates, divided into Class A and Class B. The agreement specifies the purchase price, interest rates, delivery date, and ratings for the certificates. It also states that any amendments must be in writing and that this document, together with the referenced Underwriting Agreement, forms the entire agreement between the parties.

EX-1.2 2 0002.txt TERMS AGREEMENT DATED 5/25/00 1 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. 2 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. 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 2000-5 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 ----------------------------------- Accepted: GREENWOOD TRUST COMPANY By: /s/ Michael F. Rickert --------------------------- 4 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 ===== =============== $63,158,000 Floating Rate Class B Credit Card Pass-Through Certificates, Series 2000-5 Principal Amount ---------------- Morgan Stanley & Co. Incorporated $63,158,000