BA CREDIT CARD TRUST BASERIES CLASS A(2019-1) NOTES TERMS AGREEMENT
Exhibit 1.2
BA CREDIT CARD TRUST
BASERIES
CLASS A(2019-1) NOTES
TERMS AGREEMENT
Dated: September 6, 2019
| Re: |
Underwriting Agreement dated September 6, 2019
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Series Designation: BAseries
Underwriters: 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(2019-1) Notes:
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Initial Principal
Amount
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Interest Rate
or Formula
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Price to
Public
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||||
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$ 1,250,000,000
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1.74% per year
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99.97546
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%
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Interest Payment Dates: The 15th day of each month or if that day is not a Business Day, as defined in the Indenture, the next succeeding
Business Day, commencing in October 2019.
Indenture: The Fourth Amended and Restated Indenture, dated as of December 17, 2015, between BA Credit Card Trust, as Issuer, and The Bank of New
York Mellon, as Indenture Trustee, as acknowledged and accepted by Bank of America, National Association, as Servicer.
Indenture Supplement: The Third Amended and Restated BAseries Indenture Supplement, dated as of December 17, 2015.
Terms Document: The Class A(2019-1) Terms Document, dated as of September 13, 2019.
Pooling and Servicing Agreement: The Fourth Amended and Restated Pooling and Servicing Agreement, dated as of December 17, 2015 (as amended by
the First Amendment thereto, dated as of December 9, 2016), among BA Credit Card Funding, LLC, as Transferor, Bank of America, National Association, as Servicer, and The Bank of New York Mellon, as Master Trust Trustee.
Series Supplement: Fifth Amended and Restated Series 2001-D Supplement, dated as of December 17, 2015
Purchase Price: 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(2019-1) Note: 99.72546%
Registration Statement: 333-228572, ▇▇▇-▇▇▇▇▇▇-▇▇, ▇▇▇-▇▇▇▇▇▇-▇▇.
Underwriting Commissions, Concessions and Discounts: The Underwriters’ discounts and commissions, the concessions that the 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(2019-1) Notes, shall be as follows:
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Underwriting
Discounts and Concessions
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Selling Concessions | Reallowance | ||
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0.250%
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0.150%
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0.075%
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Time of Sale: 11:30 a.m. (Eastern Time) on September 6, 2019 (the time the first contract of sale was entered into as designated by the
Representative).
Closing Date: Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended, the Underwriters, the Company, the Bank and the
Issuer hereby agree that the Closing Date shall be September 13, 2019, 10:00 a.m., New York City time.
Location of Closing: ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇-▇▇▇▇.
2
Payment for the Notes: 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(2019-1) Notes set forth opposite their names on Schedule I hereto. The
address of each Underwriter is set forth opposite its respective name on Schedule II hereto.
Representations of the Underwriters: Each Underwriter of the Class A(2019-1) Notes has represented and agreed that: (a) it has complied and will
comply with all applicable provisions of the Financial Services and Markets ▇▇▇ ▇▇▇▇ (the “FSMA”) with respect to anything done by it in relation to the Class A(2019-1) Notes in, from or otherwise involving the United Kingdom; and (b) 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(2019-1) Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer.
3
Each of the Underwriters agrees, 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(2019-1) Notes set forth opposite its name on Schedule I hereto.
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BOFA SECURITIES, INC.,
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As Underwriter and as Representative of the
Underwriters named in Schedule I hereto
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By:
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ||
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title: Director
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[Signature Page to the BA Credit Card Trust
(BAseries Class A(2019-1)) Terms Agreement]
Accepted:
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BANK OF AMERICA, NATIONAL ASSOCIATION
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By:
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/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President
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BA CREDIT CARD TRUST
| By: |
BA CREDIT CARD FUNDING,
LLC, not in its individual capacity
but solely as Beneficiary on behalf of
the Issuer
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By:
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/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: CEO & President
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By:
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/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: CEO & President
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[Signature Page to the BA Credit Card Trust
(BAseries Class A(2019-1)) Terms Agreement]
SCHEDULE I
UNDERWRITERS
$1,250,000,000 Principal Amount of BAseries Class A(2019-1) Notes
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Underwriters
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Principal
Amount
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|||
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BofA Securities, Inc.
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$
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1,062,500,000
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||
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Barclays Capital Inc.
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$
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46,875,000
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||
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Citigroup Global Markets Inc.
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$
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46,875,000
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Mizuho Securities USA LLC
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$
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46,875,000
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▇▇▇▇▇ Fargo Securities, LLC
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$
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46,875,000
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Total
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$ |
1,250,000,000 |
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Sch. I
SCHEDULE II
ADDRESSES OF UNDERWRITERS
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Underwriter
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Address
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BofA Securities, Inc.
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▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
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Barclays Capital Inc.
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▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
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Citigroup Global Markets Inc.
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▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
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Mizuho Securities USA LLC
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▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇ Fargo Securities, LLC
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▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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Sch. II