Exhibit 1.2
DISCOVER CARD EXECUTION NOTE
TRUST
DISCOVERSERIES
Class A(2009-1)
ASSET BACKED NOTES
TERMS AGREEMENT
Dated: July 1, 2009
|
To:
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DISCOVER CARD
EXECUTION NOTE TRUST
|
DISCOVER BANK
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Re:
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Underwriting
Agreement dated July 1, 2009 (the “ Agreement
”)
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Series Designation
:
DiscoverSeries.
Registration Statement
:
Nos. 333-141703, 333-141703-01 and
333-141703-02.
Title of Securities
:
Discover Card Execution Note Trust,
DiscoverSeries Class A(2009-1) Notes (the “ Notes
”).
Initial Principal Amount of
Notes :
$1,500,000,000.
Required Note Rating
:
Aaa by Moody’s Investor
Service, Inc.
AAA by Standard &
Poor’s Rating Services
AAA by Fitch, Inc.
Aggregate outstanding balance of
Receivables in the Discover Card Master Trust I as of May 31,
2009 :
$38,725,419,813.94.
Expected Date of Terms
Document : July 14,
2009.
Interest Rate or
Formula : One-month LIBOR
plus 1.30% per year.
Time of Sale
: 4:36 p.m. New York City time on
July 1, 2009.
Time of Sale
Information :
(1) The Preliminary Prospectus dated
June 29, 2009 for the DiscoverSeries Class A(2009-1) Notes
(the “ Preliminary Prospectus ”), attached as
Annex 1 hereto, filed pursuant to Rule 424(b) of the
Securities Act of 1933, which incorporated by reference
(a) the static pool information regarding the historical
performance of the Receivables for the accounts contained on the
internet
website
http://www.discoverfinancial.com/absdata and (b) the
other reports and documents incorporated by reference to the
Preliminary Prospectus and (2) the Pricing Term
Sheet.
If, subsequent to the Time of Sale,
it is determined that such information included an untrue statement
of material fact or omitted to state a material fact necessary in
order to make the statements therein, in the light of the
circumstances under which they were made, not misleading and the
Underwriters have terminated their old purchase contracts and
entered into new purchase contracts with purchasers of the Notes,
then “Time of Sale Information” will also include any
information that corrects such material misstatements or omissions,
together with any other information, to the extent it is made
available to purchasers at the time of entry into the last such new
purchase contract such that “Time of Sale Information”
no longer includes an untrue statement of a material fact or omits
to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were
made, not misleading (“ Corrective Information
”).
Underwriter
Information :
“Underwriter
Information” shall mean the written information furnished to
Discover Bank and Discover Card Execution Note Trust by the
Underwriters for use in the Prospectus and set forth in the
“blood letter” from the Underwriters to Discover Bank
and Dis
