EXHIBIT 1.2

BA CREDIT CARD TRUST
BASERIES
CLASS A(2024-1) NOTES
TERMS AGREEMENT
 
Dated: June 6, 2024
 
To:
BA CREDIT CARD FUNDING, LLC
 
Re:
Underwriting Agreement, dated June 6, 2024
 
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(2024-1) Notes:

Initial Principal
Amount
Interest Rate
or Formula
Price to
Public
         
$1,250,000,000
4.93% per year
99.99439%

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 July 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(2024-1) Terms Document, dated as of June 13, 2024.

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(2024-1) Note:  99.74439%
 
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(2024-1) Notes, shall be as follows:

Underwriting
Discounts and Concessions
  
Selling Concessions
  
Reallowance
         
0.250%
  
0.150%
  
0.075%
 
Time of Sale:  2:04 p.m. (Eastern Time) on June 6, 2024 (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 13, 2024, 10:00 a.m., New York City time.
 
Location of Closing:  Orrick, Herrington & Sutcliffe LLP, 1152 15th Street, N.W., Washington, D.C. 20005-1706.
 
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(2024-1) 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(2024-1) 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(2024-1) 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(2024-1) 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(2024-1) 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

[Signature Page to the BA Credit Card Trust
(BAseries Class A(2024-1)) 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(2024-1)) Terms Agreement]

SCHEDULE I

UNDERWRITERS
 
$1,250,000,000 Principal Amount of BAseries Class A(2024-1) Notes
 
Underwriters
  
Principal
Amount
  
BofA Securities, Inc.
  
$
1,046,875,000
  
Academy Securities, Inc.
  
$
40,625,000
  
Mischler Financial Group, Inc.
  
$
40,625,000
  
MUFG Securities Americas Inc.
  
$
40,625,000
  
RBC Capital Markets, LLC
  
$
40,625,000
  
SMBC Nikko Securities America, Inc.
  
$
40,625,000
  
   
$
1,250,000,000
  

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, 5th Floor
New York, New York 10172


Sch. II