EXHIBIT 1.1A
BANK ONE ISSUANCE TRUST
ONESERIES
CLASS A(2002-2) NOTES
TERMS AGREEMENT
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Dated: May 23, 2002
To: First USA Bank, National Association (the "Bank")
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Re: Underwriting Agreement dated May 15, 2002
Series Designation: ONEseries
Underwriters:
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The Underwriters named on Schedule I attached hereto are the
"Underwriters" for the purpose of this Agreement and for the purposes of the
above referenced Underwriting Agreement as such Underwriting Agreement is
incorporated herein and made a part hereof.
Terms of the Class A(2002-2) Notes:
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Initial
Principal Interest Price to
Amount Rate or Formula Public
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$1,250,000,000 4.16% per annum 99.9789%
Interest Payment Dates: The 15/th/ of each month or if that day is not a
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Business Day, as defined in the Indenture, the next succeeding Business Day,
commencing June 17, 2002.
Note Ratings: "AAA" by Standard & Poor's Rating Services and Fitch, Inc. and
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"Aaa" by Xxxxx'x Investors Service, Inc.
Indenture: The Indenture, dated as of May 1, 2002, between Bank One Issuance
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Trust, by the Bank, as Beneficiary, Xxxxx Fargo Bank Minnesota, National
Associa-
tion, as Indenture Trustee and acknowledged and accepted by the Bank, as
Servicer.
Asset Pool One Supplement: The Asset Pool One Supplement, dated as of May 1,
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2002, between Bank One Issuance Trust, by the Bank, as Beneficiary, and Xxxxx
Fargo Bank Minnesota, National Association, as Indenture Trustee and Collateral
Agent and acknowledged by the Bank, as Transferor, Servicer and Administrator.
Indenture Supplement: The ONEseries Indenture Supplement, dated as of May 1,
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2002, between Bank One Issuance Trust, by the Bank, as Beneficiary, and Xxxxx
Fargo Bank Minnesota, National Association, as Indenture Trustee and Collateral
Agent.
Terms Document: The Class A(2002-2) Terms Document, dated as of May 30, 2002,
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between Bank One Issuance Trust, by the Bank, as Beneficiary and Xxxxx Fargo
Bank Minnesota, National Association, as Indenture Trustee and Collateral Agent.
Transfer and Servicing Agreement: The Transfer and Servicing Agreement, dated as
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of May 1, 2002, between Bank One Issuance Trust, by the Bank, as Beneficiary and
Xxxxx Fargo Bank Minnesota, National Association, as Indenture Trustee and
Collateral Agent.
Pooling and Servicing Agreement: The Amended and Restated Pooling and Servicing
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Agreement, dated as of March 28, 2002, as may be further amended, between the
Bank, as Transferor and Servicer, and The Bank of New York (Delaware), as
trustee (the "Master Trust Trustee").
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Series Supplement: The Series 2002-CC Supplement, dated as of May 1, 2002,
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between the Bank, as Transferor and Servicer, and the Master Trust Trustee.
Purchase Price:
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The purchase price payable by the Underwriters for the Notes covered by
this Agreement will be the following percentage of the principal amounts to be
issued:
Per Class A(2002-2) Note: 99.7539%
Registration Statement: 333-67076.
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Underwriting Commissions, Concessions and Discounts:
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The Underwriters' discounts and commissions, the concessions that the
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Underwriters may allow to certain dealers, and the discounts that such dealers
may reallow to certain other dealers, each expressed as a percentage of the
principal amount of the Class A(2002-2) Notes, shall be as follows:
Underwriting
Discounts and Selling
Concessions Concessions Reallowance
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0.225% 0.135% 0.0625%
Underwriters' Information: The information furnished by the Underwriters through
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the Representatives for purposes of Section 9(b) of the Underwriting Agreement
consists of the chart and the third and seventh paragraphs under the heading
"Underwriting" in the Prospectus Supplement.
Closing Date: Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of
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1934, as amended, the Underwriters, the Bank and the Issuer hereby agree that
the Closing Date shall be May 30, 2002, 9:00 a.m., New York Time.
Location of Closing: Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Four Times
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Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
Payment for the Notes:
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The Underwriters agree, severally and not jointly, subject to the terms
and provisions of the above referenced Underwriting Agreement which is
incorporated herein in its entirety and made a part hereof, to purchase the
respective principal amounts of the above referenced Class A(2002-2) Notes set
forth opposite their names on Schedule I hereto.
Representations of the Underwriters:
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Each Underwriter of the Class A(2002-2) Notes has represented and
agreed that: (a) it has not offered or sold, and prior to the date which is six
months after the date of issue of the Class A(2002-2) Notes, will not offer or
sell any Class A(2002-2) Notes to persons in the United Kingdom except to
persons whose ordinary activities involve them in acquiring, holding, managing
or disposing of investments (as principal or agent) for the purposes of their
businesses or otherwise in circumstances which do not constitute an offer to the
public in the United Kingdom for the purposes of the Public Offers of Securities
Regulations 1995; (b) it has complied and will comply with all applicable
provisions of the Financial Services and Markets Act 2000 (the "FSMA") with
respect to anything done by it in relation to the Class
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A(2002-2) Notes in, from or otherwise involving the United Kingdom; and (c) it
has only communicated or caused to be communicated and it will only communicate
or cause to be communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of the FSMA) received by it in
connection with the issue or sale of any Class A(2002-2) Notes in circumstances
in which section 21(1) of the FSMA does not apply to the Issuer.
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BANC ONE CAPITAL MARKETS, INC., as
Representative of the Underwriters named in
Schedule I hereto
By: /s/ Xxxxxx X. XxXxxxxx
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Name: Xxxxxx X. XxXxxxxx
Title: Managing Director
Accepted:
FIRST USA BANK, NATIONAL ASSOCIATION,
as Transferor and Servicer
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxxx
Title: First Vice President
BANK ONE ISSUANCE TRUST
By: FIRST USA BANK, NATIONAL ASSOCIATION,
not in its individual capacity but solely as Beneficiary
on behalf of the Issuer
By: /s/ Xxxxxxx X. Xxxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxxx
Title: First Vice President
[Signature Page to the Bank One Issuance
Trust (ONEseries Class A(2002-2)) Terms Agreement]
SCHEDULE I
UNDERWRITERS
$1,250,000,000 Principal Amount of ONEseries Class A(2002-2) Notes
Principal Amount
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Banc One Capital Markets, Inc. $ 375,000,000
Bear, Xxxxxxx & Co. Inc. $ 375,000,000
Xxxxxx Xxxxxxx & Co. Incorporated $ 375,000,000
The Xxxxxxxx Capital Group, L.P. $ 125,000,000
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Total $ 1,250,000,000
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