EXHIBIT 1.2 - CLASS A TERMS AGREEMENT
EXECUTION COPY
TYLER INTERNATIONAL FUNDING, INC.
CIRCUIT CITY CREDIT CARD MASTER TRUST
ASSET BACKED CERTIFICATES, SERIES 2003-2
TERMS AGREEMENT
Dated: April 16, 2003
To: Tyler International Funding, Inc., as Transferor under the Amended and
Restated Master Pooling and Servicing Agreement, dated as of December
31, 2001, as amended.
Re: Class A Underwriting Agreement dated April 16, 2003 (the "Agreement").
Title: Class A Floating Rate Asset Backed Certificates, Series 2003-2 (the
"Class A Certificates" or the "Certificates").
Registration No.: 333-81936
Initial Principal Amount, Series and Class Designation Schedule: $322,500,000
principal amount of Class A Floating Rate Asset Backed Certificates, Series
2003-2.
Certificate Rating: Aaa by Xxxxx'x Investors Service, Inc.
AAA by Fitch, Inc.
AAA by Standard & Poor's Ratings Services
Certificate Rate: One month LIBOR plus 0.43% 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
LIBOR Determination Date will be April 23, 2003 for the period from and
including the Delivery Date to but excluding May 15, 2003, and May 13, 2003 for
the period from and including May 15, 2003 to but excluding June 16, 2003.
Terms of Sale:
Price to Underwriting Selling
Public (1) Discount Concession Reallowance
---------- ------------ ---------- -----------
Per Class A Certificate 100.0000% 0.2750% 0.1650% 0.0825%
Purchase price payable by the Underwriters for the Class A
Certificates: $321,613,125.
(1) Plus accrued interest, if any, from April 25, 2003.
Distribution Dates: The 15th day of each calendar month (or if such day is not a
business day, the next succeeding business day), commencing June 16, 2003.
Enhancement: Class B Floating Rate Asset Backed Certificates, Collateralized
Trust Obligations, Series 2003-2 and Class D Floating Rate Asset Backed
Certificates, Series 2003-2, each issued as part of Series 2003-2.
Delivery Date and Location: 9:30 a.m., New York City time, on April 25, 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 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 Certificates 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 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.
2
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 Certificates set forth opposite their names in Schedule 1.
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:
TYLER INTERNATIONAL FUNDING, INC.,
as Transferor
By: /s/ Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: Vice President
3
SCHEDULE 1
$322,500,000 Principal Amount of Class A Floating Rate Asset Backed
Certificates, Series 2003-2
Principal Amount of
Underwriters Class A Certificates
------------ --------------------
Banc of America Securities LLC $ 137,062,500
Wachovia Securities, Inc. 137,062,500
Xxxxxx Xxxxxxx & Co. Incorporated 48,375,000
$ 322,500,000
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