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EXHIBIT 1.2
DISCOVER CARD MASTER TRUST I
CREDIT CARD PASS-THROUGH CERTIFICATES
TERMS AGREEMENT
Dated: October 16, 1997
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 1997-3, Credit Card Pass-Through
Certificates, Class A and Class B.
Initial Principal Amount of Certificates: $684,211,000
Series and Class Designation Schedule: Discover Card Master Trust I, Series
1997-3 $650,000,000 Floating Rate Class A Credit Card Pass-Through Certificates
Discover Card Master Trust I, Series 1997-3 $34,211,000 Floating Rate Class B
Credit Card Pass-Through Certificates
Series Cut-Off Date: October 1, 1997
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Certificate Rating: Xxxxx'x Investors Standard & Poor's
------------------- Service, Inc. Ratings Services
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Class A Aaa AAA
Class B A2 A
Aggregate outstanding balance of Principal Receivables as of October 1, 1997:
$17,908,762,773.20.
Date of Series Supplement: October 23, 1997.
Certificate Rate: Class A: LIBOR plus 0.13% per annum; and Class B: LIBOR plus
0.31% per annum
Terms of Sale: The purchase price for the Certificates to the Underwriters
will be 99.650% of the aggregate principal amount of
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the Class A Certificates and 99.625% of the aggregate principal amount of the
Class B Certificates as of October 23, 1997.
Time of Delivery: 9:00 A.M., Chicago, Illinois Time, on October 23, 1997, 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 1997-3 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/ Xxxx XxXxxxxxx
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Accepted:
GREENWOOD TRUST COMPANY
By: /s/ Xxxx X. Xxxxx
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SCHEDULE I
UNDERWRITERS
$650,000,000 Floating Rate Class A Credit Card Pass-Through Certificates,
Series 1997-3
Percentage
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Xxxxxx Xxxxxxx & Co. Incorporated 25%
Chase Securities Inc. 25%
Deutsche Xxxxxx Xxxxxxxx Inc. 25%
X.X. Xxxxxx Securities Inc. 25%
$34,211,000 Floating Rate Class B Credit Card Pass-Through Certificates, Series
1997-3
Percentage
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Xxxxxx Xxxxxxx & Co. Incorporated 100%
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