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EXHIBIT 1.2
DISCOVER CARD MASTER TRUST I
CREDIT CARD PASS-THROUGH CERTIFICATES
TERMS AGREEMENT
Dated: November 5, 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 November 5, 1998
Title: Discover Card Master Trust I, Series 1998-7, Credit Card Pass-Through
Certificates, Class A and Class B.
Initial Principal Amount of Certificates: $1,052,632,000
Series and Class Designation Schedule: Discover Card Master Trust I, Series
1998-7 $1,000,000,000 5.60% Class A Credit Card Pass-Through Certificates
Discover Card Master Trust I, Series 1998-7 $52,632,000 5.90% Class B Credit
Card Pass-Through Certificates
Series Cut-Off Date: November 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 October 1, 1998:
$24,021,453,838.82.
Date of Series Supplement: November 12, 1998.
Certificate Rate: Class A: 5.60% per annum; and Class B: 5.90% per annum
Terms of Sale: The purchase price for the Class A Certificates to the
Underwriters will be 99.6875% of the aggregate principal amount of the Class A
Certificates as of November 12, 1998. The Underwriters will offer the Class A
Certificates to the public at a price equal to 99.9375% of the aggregate
principal amount of the Class A Certificates.
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The purchase price for the Class B Certificates to the Underwriter of the Class
B Certificates will be $52,509,269.00, which purchase price includes any premium
to be paid by the Underwriter of the Class B Certificates to Greenwood. The
Underwriter of the Class B Certificates will offer the Class B Certificates from
time to time for sale in one or more negotiated transactions, or otherwise, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
Time of Delivery: 9:00 A.M., Chicago, Illinois Time, on November 12, 1998, 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 1998-7 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
$1,000,000,000 5.60% Class A Credit Card Pass-Through Certificates, Series
1998-7
Percentage
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Xxxxxx Xxxxxxx & Co. Incorporated 20%
ABN AMRO Incorporated 20%
First Chicago Capital Markets, Inc. 20%
NationsBanc Xxxxxxxxxx Securities LLC 20%
XX Xxxxx Securities Corporation 20%
$52,632,000 5.90% Class B Credit Card Pass-Through Certificates, Series 1998-7
Percentage
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Xxxxxx Xxxxxxx & Co. Incorporated 100%
