EXHIBIT 1.2 - TERMS AGREEMENT
DC FUNDING INTERNATIONAL, INC.
FNANB CREDIT CARD MASTER NOTE TRUST
ASSET BACKED NOTES
TERMS AGREEMENT
Dated: July 11, 2002
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 July 11, 2002 (the "Agreement")
Title: Class A Floating Rate Asset Backed Notes, Series 2002-A
Registration No.: 33-88564
Initial Principal Amount, Series and Class Designation Schedule: $415,950,000
Class A Floating Rate Asset Backed Notes, Series 2002-A.
Note Rating: "Aaa" by ▇▇▇▇▇'▇ Investors Service, Inc.; "AAA" by Standard &
Poor's, a division of ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc.; "AAA" by Fitch, Inc
Note Rate: One-month LIBOR plus 0.32% per annum.
Terms of Sale:
Price to Underwriting Selling
Public (1) Discount Concession Reallowance
---------- ------------------- ---------- -----------
Per Class A Note 100.000% 0.30% 0.18% 0.12%
Distribution Dates: Monthly, beginning September 16, 2002.
A-1
Delivery Date and Location: 10:00 A.M., Eastern time, on July 19, 2002, 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 ▇▇▇▇▇ Center, ▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
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.
Very truly yours,
BANC OF AMERICA SECURITIES LLC,
as Representative of the several
Underwriters and as an Underwriter
By:/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director
Accepted:
DC FUNDING INTERNATIONAL, INC.,
as Transferor
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
A-2
SCHEDULE 1
$415,950,000 Principal Amount of Class A Floating Rate Asset Backed Notes,
Series 2002-A
Underwriters Principal Amount
------------ ----------------
Banc of America Securities LLC $138,650,000
Wachovia Securities, Inc. $138,650,000
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated $138,650,000
$415,950,000
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