EXHIBIT 1.1
DISCOVER CARD MASTER TRUST I
CREDIT CARD PASS-THROUGH CERTIFICATES
TERMS AGREEMENT
Dated: December 4, 2002
To: Discover Bank, as Seller under the Pooling and Servicing Agreement,
as amended, dated as of October 1, 1993.
Re: Underwriting Agreement dated January 15, 2002
Title: Discover Card Master Trust I, Series 2002-5, 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
2002-5 $1,200,000,000 Floating Rate Class A Credit Card Pass-Through
Certificates.
Discover Card Master Trust I, Series 2002-5 $63,158,000 Floating Rate Class B
Credit Card Pass-Through Certificates.
Series Cut-Off Date: December 1, 2002
Certificate Rating: Moody's Investors Standard & Poor's
Service, Inc. Ratings Services Fitch Ratings
----------------- ----------------- -------------
Class A Aaa AAA AAA
Class B A2 A A+
Aggregate outstanding balance of Receivables as of December 1, 2002:
$34,581,816,801.25
Date of Series Supplement: December 11, 2002
Certificate Rate: Class A: One-month LIBOR plus 0.05% per annum; and Class B:
One-month LIBOR plus 0.35% per annum.
Terms of Sale: The purchase price for the Certificates to the Underwriters will
be 99.90% of the aggregate principal amount of the Class A Certificates and
99.85% of the aggregate principal amount of the Class B Certificates as of
December 11, 2002. The Underwriters will offer the Certificates to the public at
a price equal to 100% of the aggregate principal amount of the Class A
Certificates and 100% of the aggregate principal amount of the Class B
Certificates.
Time of Delivery: 9:00 A.M., Chicago, Illinois Time, on December 11, 2002, 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 2002-5 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/ XXXXXXX XXXXXX
-------------------------------
Accepted:
DISCOVER BANK
By: /s/ XXXXXXX X. XXXXXXX
--------------------------------
SCHEDULE I
UNDERWRITERS
$1,200,000,000 Floating Rate Class A Credit Card Pass-Through Certificates,
Series 2002-5
Principal Amount
----------------
Xxxxxx Xxxxxxx & Co. Incorporated $960,000,000
Deutsche Bank Securities Inc. $108,000,000
Banc of America Securities LLC $60,000,000
Barclays Capital Inc. $24,000,000
Commerzbank Capital Markets Corp. $24,000,000
RBC Dominion Securities Corporation $24,000,000
Total $1,200,000,000
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$63,158,000 Floating Rate Class B Credit Card Pass-Through Certificates, Series
2002-5
Principal Amount
----------------
Xxxxxx Xxxxxxx & Co. Incorporated $50,526,400
Deutsche Bank Securities Inc. $5,684,220
Banc of America Securities LLC $3,157,900
Barclays Capital Inc. $1,263,160
Commerzbank Capital Markets Corp. $1,263,160
RBC Dominion Securities Corporation $1,263,160
Total $63,158,000
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