Class A(20183) Terms Agreement, dated as of August 9, 2018

EX-1.2 3 ex1_2.htm EXHIBIT 1.2

Exhibit 1.2
 
BA CREDIT CARD TRUST
BASERIES
CLASS A(2018-3) NOTES
TERMS AGREEMENT
 
 
Dated: August 9, 2018
 
To:
BA CREDIT CARD FUNDING, LLC
 
Re:
Underwriting Agreement dated August 9, 2018
 
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(2018-3) Notes:
 
Initial Principal
Amount
 
Interest Rate
or Formula
 
Price to
Public
 
           
$
1,250,000,000
 
3.10% per year
   
99.98588
%
 
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 2018.
 
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(2018-3) Terms Document, dated as of August 16, 2018.
 

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(2018-3) Note: 99.73588%
 
Registration Statement:  333-208347, 333-208347-01, 333-208347-02.
 
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(2018-3) Notes, shall be as follows:
 
Underwriting
Discounts and Concessions
   
Selling Concessions
   
Reallowance
 
               
 
0.250
%
   
0.150
%
   
0.0750
%
 
Time of Sale:  1:31 p.m. (Eastern Time) on August 9, 2018 (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 August 16, 2018, 10:00 a.m., New York City time.
 
Location of Closing:  Chapman and Cutler LLP, 1717 Rhode Island Avenue, N.W., Washington D.C. 20036-3026.
 
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(2018-3) Notes set forth opposite their names on Schedule I hereto.
 
2

Representations of the Underwriters: Each Underwriter of the Class A(2018-3) 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(2018-3) 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(2018-3) 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(2018-3) Notes set forth opposite its name on Schedule I hereto.

 
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
     
 
As Underwriter and as Representative of the Underwriters named in Schedule I hereto
 
     
 
By:
/s/ Christopher C. Jonas  
   
Name: Christopher C. Jonas
 
   
Title: Director
 
 
[Signature Page to the BA Credit Card Trust
(BAseries Class A(2018-3)) Terms Agreement]
 


Accepted:
   
BANK OF AMERICA, NATIONAL ASSOCIATION
   
By:
/s/ Keith W. Landis  
 
Name: Keith W. Landis
 
 
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
 
   
By:
/s/ Keith W. Landis  
 
Name: Keith W. Landis
 
 
Title: CEO & President
 
     
BA CREDIT CARD FUNDING, LLC
 
   
By:
/s/ Keith W. Landis  
 
Name: Keith W. Landis
 
 
Title: CEO & President
 
 
[Signature Page to the BA Credit Card Trust
(BAseries Class A(2018-3)) Terms Agreement]
 

SCHEDULE I

UNDERWRITERS
 
$1,250,000,000 Principal Amount of BAseries Class A(2018-3) Notes
 
Underwriters
 
Principal
Amount
 
Merrill Lynch, Pierce, Fenner & Smith Incorporated
 
$
1,062,500,000
 
J.P. Morgan Securities LLC
 
$
46,875,000
 
MUFG Securities Americas Inc.
 
$
46,875,000
 
RBC Capital Markets, LLC
 
$
46,875,000
 
SMBC Nikko Securities America, Inc.
 
$
46,875,000
 
Total
 
$
1,250,000,000
 
 
 
Sch. I