BA CREDIT CARD TRUST BASERIES CLASS A(2014-1) NOTES TERMS AGREEMENT
EXHIBIT 1.2
BA CREDIT CARD TRUST
BASERIES
CLASS A(2014-1) NOTES
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Dated: February 5, 2014
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To: BA CREDIT CARD FUNDING, LLC
Re: Underwriting Agreement dated February 5, 2014
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(2014-1) 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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$1,750,000,000
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One-month LIBOR plus
0.38% per annum |
100%
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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 March 17, 2014.
Indenture: The Second Amended and Restated Indenture dated as of October 20, 2006, between BA Credit Card Trust, as Issuer, and The Bank of New York Mellon, as Indenture Trustee, as acknowledged and accepted by FIA Card Services, National Association, as Servicer.
Indenture Supplement: The Amended and Restated BAseries Indenture Supplement dated as of June 10, 2006.
Terms Document: The Class A(2014-1) Terms Document dated as of February 13, 2014.
Pooling and Servicing Agreement: The Second Amended and Restated Pooling and Servicing Agreement dated as of October 20, 2006, as amended by the First Amendment thereto dated as of June 3, 2011, among BA Credit Card Funding, LLC (the "Company"),
as Transferor, FIA Card Services, National Association (the "Bank"), as Servicer, and the Bank of New York Mellon, as Master Trust Trustee.
Series Supplement: The Third Amended and Restated Series 2001-D Supplement dated as of March 2, 2009, as supplemented by the Addendum thereto dated as of March 31, 2010.
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(2014-1) Note: 99.725%
Registration Statement: 333-189460, ▇▇▇-▇▇▇▇▇▇-▇▇, ▇▇▇-▇▇▇▇▇▇-▇▇.
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(2014-1) Notes, shall be as follows:
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Underwriting Discounts and Concessions
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Selling Concessions
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Reallowance
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0.275%
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0.165%
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0.0825%
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Time of Sale: 4:00 p.m. (Eastern Time) on February 5, 2014 (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 February 13, 2014, New York Time.
Location of Closing: ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇-▇▇▇▇.
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(2014-1) Notes set forth opposite their names on Schedule I hereto.
Representations of the Underwriters: Each Underwriter of the Class A(2014-1) Notes has represented and agreed that: (a) 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 A(2014-1) Notes in, from or otherwise involving the United Kingdom; and (b) it has only communicated or caused to be
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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(2014-1) Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer.
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| ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ | ||
| INCORPORATED | ||
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As Underwriter or as a Representative
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of the Underwriters named in Schedule I hereto
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By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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| Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||
| Title: Managing Director | ||
Accepted:
FIA CARD SERVICES, NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:Vice President
BA CREDIT CARD TRUST
By: BA CREDIT CARD FUNDING, LLC, not
in its individual capacity but solely as Beneficiary
on behalf of the Issuer
in its individual capacity but solely as Beneficiary
on behalf of the Issuer
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:Vice President
BA CREDIT CARD FUNDING, LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:Vice President
[Signature Page to the BA Credit Card Trust
(BAseries Class A(2014-1)) Terms Agreement]
SCHEDULE I
UNDERWRITERS
$1,750,000,000 Principal Amount of BAseries Class A(2014-1) Notes
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Underwriters
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Principal
Amount
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▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated
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$350,000,000
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Citigroup Global Markets Inc.
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$350,000,000
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Deutsche Bank Securities Inc.
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$350,000,000
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▇.▇. ▇▇▇▇▇▇ Securities LLC
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$350,000,000
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RBC Capital Markets, LLC
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$350,000,000
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Total
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$1,750,000,000
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Sch-I