EXHIBIT 1.2 - TERMS AGREEMENT
EXECUTION COPY
DC FUNDING INTERNATIONAL, INC.
FNANB CREDIT CARD MASTER NOTE TRUST
ASSET BACKED NOTES
TERMS AGREEMENT
Dated: May 21, 2003
To: DC Funding International, Inc., as Transferor under
the Amended and Restated Master Pooling and Servicing
Agreement dated as of December 31, 2001.
Re: Underwriting Agreement dated May 21, 2003 (the "Agreement")
Title: Class A Floating Rate Asset Backed Notes, Series 2003-A
Registration No.: 33-88564
Initial Principal Amount, Series and Class Designation Schedule: $423,500,000
Class A Floating Rate Asset Backed Notes, Series 2003-A.
Note Rating: "Aaa" by Xxxxx'x Investors Service, Inc.; "AAA" by Standard &
Poor's, a division of XxXxxx-Xxxx Companies, Inc.; "AAA" by Fitch, Inc..
Note Rate: One-month LIBOR plus 0.48% per annum.
Terms of Sale:
Price to Underwriting Selling
Public (1) Discount Concession Reallowance
---------- ------------- ---------- -----------
Per Class A Note 100.000% 0.275% 0.165% 0.110%
Distribution Dates: Monthly, beginning July 15, 2003.
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Enhancement: Class B Floating Rate Notes, Series 2003-A, amounts on deposit in a
spread account and Note Guaranty Insurance Policy to be issued by Ambac
Assurance Corporation.
Delivery Date and Location: 10:00 A.M., Eastern time, on May 29, 2003, or at
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
expenses and reasonable legal fees and expenses (which legal fees and expenses
may not exceed $80,000) of the Underwriters.
Tax Treatment: Notwithstanding anything herein to the contrary, the Transferor,
each Underwriter and any other taxpayer that participates in the transactions
contemplated hereby may disclose without limitation of any kind, any information
with respect to the "tax treatment" and "tax structure" (in each case, within
the meaning of Treasury Regulation Section 1.6011-4) of the transactions
contemplated hereby and all materials of any kind (including opinions or other
tax analyses) that are provided to any of the foregoing relating to such tax
treatment and tax structure; provided that with respect to any document or
similar item that in either case contains information concerning the tax
treatment or tax structure of the transaction as well as other information, this
sentence shall only apply to such portions of the document or similar item that
relate to the tax treatment or tax structure of the Notes and transactions
contemplated hereby. It is hereby confirmed that each of the foregoing has been
so authorized since the commencement of discussions regarding the transactions
contemplated hereby.
Entire Agreement: 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 above-referenced Notes. This Terms Agreement may be
amended only by written agreement of the parties thereto.
The Underwriters named in Schedule 1 hereto agree, severally and not
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 Notes 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/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Managing Director
WACHOVIA SECURITIES, INC.,
as Representative of the several
Underwriters and as an Underwriter
By: /s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: Vice President
Accepted:
DC FUNDING INTERNATIONAL, INC.,
as Transferor
By: /s/ Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: Vice President
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SCHEDULE 1
$423,500,000 Principal Amount of Class A Floating Rate Asset Backed Notes,
Series 2003-A
Underwriters Principal Amount
------------ ----------------
Banc of America Securities LLC $ 175,752,500
Wachovia Securities, Inc. $ 175,752,500
Xxxxxx Xxxxxxx & Co. Incorporated $ 50,820,000
SunTrust Capital Markets, Inc. $ 21,175,000
$ 423,500,000
