Exhibit 1.2 - TERMS AGREEMENT
TYLER INTERNATIONAL FUNDING, INC.
CIRCUIT CITY CREDIT CARD MASTER TRUST
ASSET BACKED CERTIFICATES, SERIES 2000-2
TERMS AGREEMENT
Dated: April 24, 2002
To: Tyler International Funding, Inc., as Transferor under the Amended and
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Restated Master Pooling and Servicing Agreement, dated as of December 31,
2001, as amended.
Re: Underwriting Agreement dated April 23, 2002 (the "Agreement").
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Title: Class A Floating Rate Asset Backed Certificates, Series 2002-1 (the
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"Class A Certificates") and Class B Floating Rate Asset Backed
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Certificates, Series 2002-1 (the "Class B Certificates" and, together
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with the Class A Certificates, the "Certificates").
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Registration No.: 333-81936
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Initial Principal Amount, Series and Class Designation Schedule: $217,500,000
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principal amount of Class A Floating Rate Asset Backed Certificates, Series
2002-1 and $34,500,000 principal amount of Class B Floating Rate Asset Backed
Certificates, Series 2002-1.
Certificate Rating:
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Class A Certificates Aaa by Xxxxx'x Investors Service, Inc. ("Moody's").
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AAA by Fitch, Inc. ("Fitch").
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AAA by Standard & Poor's Ratings Services ("Standard & Poor's").
Class B Certificates A1 by Moody's.
A by Fitch.
A by Standard & Poor's.
Certificate Rate:
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Class A Certificates One-month LIBOR plus 0.19% per annum.
Class B Certificates One-month LIBOR plus 0.90% per annum.
The Trustee will determine LIBOR for each Interest Period on the LIBOR
Determination Date related to such Interest Period; provided, however, that the
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LIBOR Determination Date will be May 3, 2002 for the period from and including
the Delivery Date to and including May 14, 2002, and May 13, 2002 for the period
from and including May 15, 2002 to but excluding June 17, 2002.
Terms of Sale:
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Price to Underwriting Selling
Public (1) Discount Concession Reallowance
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Per Class A Certificate 100.000% 0.275% 0.165% 0.100%
Per Class B Certificate 100.000% 0.375% 0.225% 0.135%
Purchase price payable by the Underwriters for the Class A Certificates: $216,901,875.
Purchase price payable by the Underwriter for the Class B Certificates: $ 34,370,625.
(1) Plus accrued interest, if any, from May 7, 2002.
Distribution Dates: The 15th day of each calendar month (or if such day is not
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a business day, the next succeeding business day), commencing June 17, 2002.
Enhancement: Collateralized Trust Obligations, Series 2002-1, Class D Floating
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Rate Asset Backed Certificates, Series 2002-1 and Class E Floating Rate Asset
Backed Certificates, Series 2002-1, each issued as part of Series 2002-1.
Delivery Date and Location: 9:30 a.m., New York City time, on May 7, 2002, or at
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such other time not later than seven full business days thereafter as may be
agreed upon, at the offices of McGuireWoods LLP, One Xxxxx Center, 000 Xxxx Xxxx
Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000.
Expenses: The Transferor shall reimburse the Underwriters for all out-of-pocket
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expenses and reasonable legal fees and expenses of the Underwriters.
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 between the parties hereto with respect to the purchase and
sale of the above-referenced Certificates. This Terms Agreement may be amended
only by written agreement of the parties hereto.
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The Underwriters named in Schedule 1 hereto agree, severally and not
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jointly, subject to the terms and provisions of the Agreement, which is
incorporated by reference herein and made a part hereof, to purchase the initial
principal amount of Certificates set forth opposite their names in Schedule 1.
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Very truly yours,
BANC OF AMERICA SECURITIES LLC,
as Representative of the several Underwriters
and as an Underwriter
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Managing Director
Accepted:
TYLER INTERNATIONAL FUNDING, INC.,
as Transferor
By: /s/ Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: Vice President
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SCHEDULE 1
$217,500,000 Principal Amount of Class A Floating Rate Asset Backed
Certificates, Series 2002-1
Underwriter Principal Amount of
----------- Class B Certificates
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Banc of America Securities LLC $ 72,500,000
First Union Securities, Inc. 72,500,000
Xxxxxx Xxxxxxx & Co. Incorporated 72,500,000
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$ 217,500,000
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$34,500,000 Principal Amount of Class B Floating Rate Asset Backed Certificates,
Series 2002-1
Underwriter Principal Amount of
----------- Class B Certificates
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Banc of America Securities LLC $ 34,500,000
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