Class A(2023-1) Terms Agreement, dated as of June 8, 2023

EX-1.2 3 exhibit1_2.htm CLASS A(2023-1) TERMS AGREEMENT, DATED AS OF JUNE 8, 2023.
Exhibit 1.2

BA CREDIT CARD TRUST
BASERIES
CLASS A(2023-1) NOTES
TERMS AGREEMENT
Dated: June 8, 2023
To:
BA CREDIT CARD FUNDING, LLC
Re:
Underwriting Agreement, dated June 8, 2023
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(2023-1) Notes:
 
Initial Principal
Amount
 
 
Interest Rate
or Formula
 
 
Price to
Public
$1,000,000,000
 
4.79% per year
 
99.97736%
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 August, 2023.
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(2023-1) Terms Document, dated as of June 8, 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(2023-1) Note:  99.72736%
Registration Statement:  333-261397, 333-261397-01, 333-261397-02.
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(2023-1) Notes, shall be as follows:
 
Underwriting
Discounts and Concessions
 
 
Selling Concessions
 
 
Reallowance
0.25%
 
0.150%
 
0.075%
Time of Sale:  12:00 p.m. (Eastern Time) on June 8, 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 June 16, 2023, 10:00 a.m., New York City time.
Location of Closing:  Morgan, Lewis & Bockius LLP, 1111 Pennsylvania Avenue, N.W., Washington, D.C. 20004-2541.
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
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principal amounts of the above referenced Class A(2023-1) 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(2023-1) 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 (as amended) (the “FSMA”) with respect to anything done by it in relation to the Class A(2023-1) 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(2023-1) 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(2023-1) Notes set forth opposite its name on Schedule I hereto.


BOFA SECURITIES, INC.,

As Underwriter and as Representative of the Underwriters named in Schedule I hereto
By: /s/ Lauren Burke Kohr                                                                                                          
Name:       Lauren Burke Kohr
Title:            Managing Director




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


SCHEDULE I

UNDERWRITERS
$1,000,000,000 Principal Amount of BAseries Class A(2023-1) Notes
Underwriters
Principal
Amount
BofA Securities, Inc.
$837,500,000
Academy Securities, Inc.
$32,500,000
Mischler Financial Group, Inc.
$32,500,000
MUFG Securities Americas Inc.
$32,500,000
RBC Capital Markets, LLC
$32,500,000
SMBC Nikko Securities America, Inc.
$32,500,000
 
 
$1,000,000,000
 

Sch. I

SCHEDULE II

ADDRESSES OF UNDERWRITERS
Underwriter

Address

BofA Securities, Inc.
One Bryant Park, 11th Floor
New York, New York 10036

Academy Securities, Inc.
622 Third Avenue, 12th Floor
New York, New York 10017

Mischler Financial Group, Inc.
1111 Bayside Drive, Suite 100
Corona del Mar, California 92625

MUFG Securities Americas Inc.
1221 Avenue of the Americas, 6th Floor
New York, New York 10020

RBC Capital Markets, LLC
200 Vesey Street, 8th Floor
New York, New York 10281
   
SMBC Nikko Securities America, Inc.
277 Park Avenue
New York, New York 10172
   

Sch. II