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Exhibit 1.2
EXECUTION COPY
DISCOVER CARD EXECUTION NOTE
TRUST
DISCOVERSERIES
Class A(2008-2)
ASSET BACKED NOTES
TERMS AGREEMENT
Dated: March 3,
2008
| To: |
DISCOVER CARD EXECUTION NOTE TRUST |
DISCOVER BANK
| Re: |
Underwriting Agreement dated March 3, 2008 (the “
Agreement ”) |
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(2008-2) Notes (the “
Notes ”).
Initial Principal Amount of Notes
:
$1,000,000,000.
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
January 31, 2008 : $37,971,002,206.57.
Expected Date of Terms Document :
March 11, 2008.
Interest Rate or Formula : LIBOR
plus 1.00% per year.
Time of Sale :
4:51 p.m. New York City time
on March 3, 2008.
Time of Sale Information
:
(1) Tranche Term Sheet dated
March 3, 2008 relating to the Discover Card Execution Note
Trust, DiscoverSeries Class A(2008-2) Notes (the “ Tranche
Term Sheet ”), attached as Annex 1
hereto,
which incorporates by
reference (a) the prospectus supplement for the DiscoverSeries
Class A(2008-1) notes dated as of January 9, 2008 filed
pursuant to Rule 424(b) of the Securities Act of 1933,
(b) 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
(c) the other reports and documents incorporated by reference
to the Tranche Term Sheet 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
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