BA CREDIT CARD TRUST BASERIES CLASS A(2023-2) NOTES TERMS AGREEMENT
Exhibit 1.2
Execution Version
BASERIES
CLASS A(2023-2) NOTES
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Dated: December 7, 2023
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| To: |
BA CREDIT CARD FUNDING, LLC
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| Re: |
Underwriting Agreement, dated December 7, 2023
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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(2023-2) 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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$1,500,000,000
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4.98% per year
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99.98657%
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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 January 2024.
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(2023-2) Terms Document, dated as of December 14, 2023.
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(2023-2) Note: 99.73657%
Registration Statement: 333-261397, ▇▇▇-▇▇▇▇▇▇-▇▇, ▇▇▇-▇▇▇▇▇▇-▇▇.
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(2023-2) 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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0.250%
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0.150%
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0.075%
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Time of Sale: 11:03 a.m. (Eastern Time) on December 7, 2023 (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 December 14, 2023, 10:00 a.m., New York City time.
Location of Closing: ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇-1706.
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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(2023-2) 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(2023-2) 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 (as amended) (the “FSMA”) with respect to anything done by it in relation to the Class A(2023-2) 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(2023-2) Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer or the Company, as depositor.
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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(2023-2) 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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▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
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Title:
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Managing Director
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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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▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title:
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Vice President
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By:
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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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▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title:
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CEO & President
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BA CREDIT CARD FUNDING, LLC
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By:
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/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name:
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title:
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CEO & President
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SCHEDULE I
UNDERWRITERS
$1,500,000,000 Principal Amount of BAseries Class A(2023-2) Notes
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Underwriters
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Principal
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BofA Securities, Inc.
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$
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1,256,250,000
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Citigroup Global Markets Inc.
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$
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48,750,000
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC
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$
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48,750,000
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Mizuho Securities USA LLC
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$
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48,750,000
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., LLC
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$
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48,750,000
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▇▇▇▇▇ Fargo Securities, LLC
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$
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48,750,000
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$
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1,500,000,000
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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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One Bryant Park, 11th Floor
New York, New York 10036
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Citigroup Global Markets Inc.
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▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC
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▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
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Mizuho Securities USA LLC
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▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., LLC
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▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
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▇▇▇▇▇ Fargo Securities, LLC
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▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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Sch II