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EXHIBIT 1.2
DISCOVER CARD MASTER TRUST I
CREDIT CARD PASS-THROUGH CERTIFICATES
TERMS AGREEMENT
Dated: March 18, 1998
To: Greenwood Trust Company, as Seller under the Pooling and Servicing
Agreement, as amended, dated as of October 1, 1993.
Re: Underwriting Agreement dated August 19, 1997
Title: Discover Card Master Trust I, Series 1998-3, Credit Card Pass-Through
Certificates, Class A and Class B.
Initial Principal Amount of Certificates: $789,474,000
Series and Class Designation Schedule: Discover Card Master Trust I, Series
1998-3 $750,000,000 Floating Rate Class A Credit Card Pass-Through Certificates
Discover Card Master Trust I, Series 1998-3 $39,474,000 Floating Rate Class B
Credit Card Pass-Through Certificates
Series Cut-Off Date: March 1, 1998
Certificate Rating: Moody's Investors Standard & Poor's
Service, Inc. Ratings Services
Class A Aaa AAA
Class B A2 A
Aggregate outstanding balance of Principal Receivables as of March 1, 1998:
$20,006,241,003.28.
Date of Series Supplement: March 25, 1998.
Certificate Rate: Class A: LIBOR plus 0.125% per annum; and Class B: LIBOR plus
0.290% per annum
Terms of Sale: The purchase price for the Certificates to the Underwriters
will be 99.725% of the aggregate principal amount of the Class A Certificates
and 99.700% of the aggregate principal amount of the Class B Certificates as of
March 25, 1998.
Time of Delivery: 9:00 A.M., Chicago, Illinois Time, on March 25, 1998, 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 1998-3 Certificates. This Terms Agreement may
be amended only by written agreement of the parties hereto.
Very truly yours,
XXXXXX XXXXXXX & CO. INCORPORATED
As Representative of the
Underwriters named in
Schedule I hereto
By: /s/ J. Xxxxxxx Xxx Xxxx
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Accepted:
GREENWOOD TRUST COMPANY
By: /s/ Xxxx X. Xxxxx
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SCHEDULE I
UNDERWRITERS
$750,000,000 Floating Rate Class A Credit Card Pass-Through Certificates,
Series 1998-3
Percentage
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Xxxxxx Xxxxxxx & Co. Incorporated 25%
Chase Securities Inc. 25%
First Union Capital Markets Corp. 25%
NationsBanc Xxxxxxxxxx Securities LLC 25%
$39,474,000 Floating Rate Class B Credit Card Pass-Through Certificates, Series
1998-3
Percentage
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Xxxxxx Xxxxxxx & Co. Incorporated 100%
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