EXHIBIT 4.1


 


EXECUTION COPY


 


 



 

BA CREDIT CARD TRUST


 


as Issuer


 


CLASS A(2015-2) TERMS
DOCUMENT


 


dated as of April 29, 2015


 


to


 


SECOND AMENDED AND RESTATED BASERIES
INDENTURE SUPPLEMENT


 


dated as of October 1, 2014


 


to


 


THIRD AMENDED AND RESTATED INDENTURE


 


dated as of October 1, 2014


 


THE BANK OF NEW YORK MELLON


 


as Indenture Trustee


 


 



 



    	 



    	 



    




TABLE OF CONTENTS


 






	 	Page
	ARTICLE I   Definitions And Other Provisions Of General Application	1
	Section 1.01.   Definitions	1
	Section 1.02.   Governing Law; Submission to Jurisdiction; Agent for Service of Process	5
	Section 1.03.   Counterparts	6
	Section 1.04.   Ratification of Indenture and Indenture Supplement	6
	ARTICLE II   The Class A(2015-2) Notes	7
	Section 2.01.   Creation and Designation	7
	Section 2.02.   Specification of Required Subordinated Amount and other Terms	7
	Section 2.03.   Interest Payment	7
	Section 2.04.   Payments of Interest and Principal	8
	Section 2.05.   Form of Delivery of Class A(2015-2) Notes; Depository; Denominations	8
	Section 2.06.   Delivery and Payment for the Class A(2015-2) Notes	8
	Section 2.07.   Targeted Deposits to the Accumulation Reserve Account	8
	ARTICLE III   Representations and Warranties	10
	Section 3.01.   Issuer’s Representations and Warranties	10






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THIS CLASS A(2015-2)
TERMS DOCUMENT (this “Terms Document”), by and between BA CREDIT CARD TRUST, a statutory trust created under
the laws of the State of Delaware (the “Issuer”), having its principal office at Rodney Square North, 1100 North
Market Street, Wilmington, Delaware 19890, and THE BANK OF NEW YORK MELLON, a New York banking corporation, as Indenture Trustee
(the “Indenture Trustee”), is made and entered into as of April 29, 2015.


 


Pursuant to this Terms
Document, the Issuer and the Indenture Trustee shall create a new tranche of Class A Notes and shall specify the principal
terms thereof.


 


ARTICLE I



Definitions and Other Provisions of General Application


 


Section 1.01.     Definitions.  
For all purposes of this Terms Document, except as otherwise expressly provided or unless the context otherwise requires:


 


		(1)	the terms defined in this Article have the meanings assigned to them in this Article, and
include the plural as well as the singular;



 


		(2)	all other terms used herein which are defined in the Second Amended and Restated BAseries Indenture
Supplement, dated as of October 1, 2014 (as modified, amended or supplemented from time to time, the “Indenture Supplement”),
between the Issuer and the Indenture Trustee, or the Third Amended and Restated Indenture, dated as of October 1, 2014 (as
modified, amended or supplemented from time to time, the “Indenture”), between the Issuer and the Indenture
Trustee, as acknowledged and accepted by BANA, as Servicer, either directly or by reference therein, have the meanings assigned
to them therein;



 


		(3)	all accounting terms not otherwise defined herein have the meanings assigned to them in accordance
with generally accepted accounting principles and, except as otherwise herein expressly provided, the term “generally accepted
accounting principles” with respect to any computation required or permitted hereunder means such accounting principles as
are generally accepted in the United States of America at the date of such computation;



 


		(4)	all references in this Terms Document to designated “Articles,” “Sections”
and other subdivisions are to the designated Articles, Sections and other subdivisions of this Terms Document as originally executed;



 


		(5)	the words “herein,” “hereof” and “hereunder” and other words
of similar import refer to this Terms Document as a whole and not to any particular Article, Section or other subdivision;



 



    	 



    	 



    




		(6)	in the event that any term or provision contained herein shall conflict with or be inconsistent
with any term or provision contained in the Indenture Supplement or the Indenture, the terms and provisions of this Terms Document
shall be controlling;



 


		(7)	each capitalized term defined herein shall relate only to the Class A(2015-2) Notes and
no other tranche of Notes issued by the Issuer; and



 


		(8)	“including” and words of similar import will be deemed to be followed by “without
limitation.”



 


“Accumulation
Reserve Funding Period” shall mean, (a) if the Accumulation Period Length is determined to be one (1) month, there
shall be no Accumulation Reserve Funding Period and (b) otherwise, the period (x) commencing on the earliest to occur of (i) the
Monthly Period beginning three (3) calendar months prior to the first Transfer Date for which a budgeted deposit is targeted to
be made into the Principal Funding sub-Account of the Class A(2015-2) Notes pursuant to Section 3.10(b) of
the Indenture Supplement, (ii) the Monthly Period following the first Transfer Date following and including the March 2016
Transfer Date for which the Quarterly Excess Available Funds Percentage is less than 2%, but in such event the Accumulation Reserve
Funding Period shall not be required to commence earlier than 24 months prior to the Expected Principal Payment Date, (iii) the
Monthly Period following the first Transfer Date following and including the September 2016 Transfer Date for which the Quarterly
Excess Available Funds Percentage is less than 3%, but in such event the Accumulation Reserve Funding Period shall not be required
to commence earlier than 18 months prior to the Expected Principal Payment Date, and (iv) the Monthly Period following the
first Transfer Date following and including the November 2016 Transfer Date for which the Quarterly Excess Available Funds Percentage
is less than 4%, but in such event the Accumulation Reserve Funding Period shall not be required to commence earlier than 16 months
prior to the Expected Principal Payment Date and (y) ending on the close of business on the last day of the Monthly Period preceding
the earlier to occur of (i) the Expected Principal Payment Date for the Class A(2015-2) Notes and (ii) the date
on which the Class A(2015-2) Notes are paid in full.


 


“Base Rate”
means, with respect to any Monthly Period, the sum of (i) the Weighted Average Interest Rates for the Outstanding BAseries
Notes and the Class D Certificate (as such term is defined in the Series 2001-D Supplement), (ii) the Net Servicing
Fee Rate (as such term is defined in the Series 2001-D Supplement) and (iii) so long as BANA or The Bank of New York
Mellon is the Servicer, the Servicer Interchange Rate, in each case, for such Monthly Period.


 


“BAseries Servicer
Interchange” means, with respect to any Monthly Period, an amount equal to the product of (a) the Servicer Interchange
(as such term is defined in the Series 2001-D Supplement) with respect to such Monthly Period and (b) a fraction
the numerator of which is the Weighted Average Available Funds Allocation Amount for the BAseries for such Monthly Period and the
denominator of which is the Weighted Average Available Funds Allocation Amount for all series of Notes for such Monthly Period.


 



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“Class A(2015-2)
Note” means any Note, substantially in the form set forth in Exhibit A-1 to the Indenture Supplement, designated
therein as a Class A(2015-2) Note and duly executed and authenticated in accordance with the Indenture.


 


“Class A(2015-2)
Noteholder” means a Person in whose name a Class A(2015-2) Note is registered in the Note Register.


 


“Class A(2015-2)
Termination Date” means the earliest to occur of (a) the Principal Payment Date on which the Outstanding Dollar
Principal Amount of the Class A(2015-2) Notes is paid in full, (b) the Legal Maturity Date and (c) the date
on which the Indenture is discharged and satisfied pursuant to Article VI thereof.


 


“Class A
Required Subordinated Amount of Class B Notes” is defined in Section 2.02(a).


 


“Class A
Required Subordinated Amount of Class C Notes” is defined in Section 2.02(b).


 


“Controlled
Accumulation Amount” means $100,000,000.00; provided, however, if the Accumulation Period Length is determined
to be less than twelve (12) months pursuant to Section 3.10(b)(ii) of the Indenture Supplement, the Controlled
Accumulation Amount shall be the amount specified in the definition of “Controlled Accumulation Amount” in the Indenture
Supplement.


 


“Excess Available
Funds Percentage” means, with respect to any Transfer Date, the amount, if any, by which the Portfolio Yield for the
preceding Monthly Period exceeds the Base Rate for such Monthly Period.


 


“Expected Principal
Payment Date” means April 16, 2018.


 


“Initial Dollar
Principal Amount” means $1,200,000,000.


 


“Interest Payment
Date” means the fifteenth day of each month, or if such fifteenth day is not a Business Day, the next succeeding Business
Day, commencing June 15, 2015.


 


“Interest Period”
means, with respect to any Interest Payment Date, the period from and including the previous Interest Payment Date (or in the case
of the initial Interest Payment Date, from and including the Issuance Date) through the day preceding such Interest Payment Date.


 


“Issuance Date”
means April 29, 2015.


 



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“Legal Maturity
Date” means September 15, 2020.


 


“Note Interest
Rate” means a per annum rate equal to 1.36%.


 


“Paying Agent”
means The Bank of New York Mellon.


 


“Portfolio Yield”
means, with respect to any Monthly Period, the annualized percentage equivalent of a fraction, the numerator of which is (a) the
amount of Available Funds allocated to the BAseries pursuant to Section 501 of the Indenture, plus (b) the amount of
Available Funds distributed pursuant to Sections 4.06(a)(ii) and (iii) of the Series 2001-D Supplement, plus
(c) any Interest Funding sub-Account Earnings on the related Transfer Date, plus (d) any amounts to be treated as
BAseries Available Funds pursuant to Sections 3.20(d) and 3.27(a) of the Indenture Supplement, plus (e) the BAseries
Servicer Interchange for such Monthly Period, minus (f) the excess, if any, of the sum of the PFA Prefunding Earnings Shortfall
plus the PFA Accumulation Earnings Shortfall over the sum of the aggregate amount to be treated as BAseries Available Funds for
such Monthly Period pursuant to Sections 3.04(a)(ii) and 3.25(a) of the Indenture Supplement plus any other amounts applied
to cover earnings shortfalls on amounts in the Principal Funding sub-Account for any tranche of BAseries Notes for such Monthly
Period, minus (g) the BAseries Investor Default Amount for such Monthly Period, minus (h) the Aggregate Class D
Investor Default Amount (as such term is defined in the Series 2001-D Supplement) for such Monthly Period, and the denominator
of which is the Weighted Average Floating Allocation Investor Interest (as such term is defined in the Series 2001-D Supplement)
for such Monthly Period.


 


“Predecessor
Note” means, with respect to any particular Note, every previous Note evidencing all or a portion of the same debt as
that evidenced by such particular Note; and, for the purpose of this definition, any Note authenticated and delivered under Section 306
of the Indenture in lieu of a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated,
lost, destroyed or stolen Note.


 


“Quarterly Excess
Available Funds Percentage” means, with respect to the March 2016 Transfer Date and each Transfer Date thereafter, the
percentage equivalent of a fraction the numerator of which is the sum of the Excess Available Funds Percentages with respect to
the immediately preceding three Monthly Periods and the denominator of which is three.


 


“Record Date”
means, for any Transfer Date, the last day of the preceding Monthly Period.


 


“Required Accumulation
Reserve sub-Account Amount” means, with respect to any Monthly Period during the Accumulation Reserve Funding Period,
an amount equal to (i) 0.5% of the Outstanding Dollar Principal Amount of the Class A(2015-2) Notes as of the close
of business on the last day of the preceding Monthly Period or (ii) any other amount designated by the Issuer; provided,
however, that if such designation is of a lesser amount, the Note Rating Agencies shall have provided prior written confirmation
that a Ratings Effect will not occur with respect to such change.


 



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“Servicer Interchange
Rate” means, for any Monthly Period, the percentage equivalent of a fraction, the numerator of which is the BAseries
Servicer Interchange for such Monthly Period, and the denominator of which is the Weighted Average Floating Allocation Investor
Interest (as such term is defined in the Series 2001-D Supplement) for such Monthly Period.


 


“Stated Principal
Amount” means $1,200,000,000.


 


“Weighted Average
Interest Rates” means, with respect to any Outstanding Notes of a class or tranche of the BAseries or the Class D
Certificate (as such term is defined in the Series 2001-D Supplement), or of all of the Outstanding Notes of the BAseries
and the Class D Certificate, on any date, the weighted average (weighted based on the Outstanding Dollar Principal Amount
of the related Notes on such date or, in the case of the Class D Certificate, based on the Class D Investor Interest
(as such term is defined in the Series 2001-D Supplement) on such date) of the following rates of interest:


 


(a)in the case of
the Class D Certificate or a tranche of Dollar Interest-bearing Notes with no Derivative Agreement for interest, the rate
of interest applicable to that tranche or the Class D Certificate on that date;


 


(b)in the case of
a tranche of Discount Notes, the rate of accretion (converted to an accrual rate) of that tranche on that date;


 


(c)in the case of
a tranche of Notes with a payment due under a Performing Derivative Agreement for interest, the rate at which payments by the Issuer
to the applicable Derivative Counterparty accrue on that date (prior to the netting of such payments, if applicable); and


 


(d)in the case of
a tranche of Notes with a non-Performing Derivative Agreement for interest, the rate specified for that date in the related terms
document.


 


Section 1.02.     Governing
Law; Submission to Jurisdiction; Agent for Service of Process.  This Terms Document shall be governed by and construed in accordance
with the laws of the State of Delaware, without regard to principles of conflict of laws. The parties hereto declare that it is
their intention that this Terms Document shall be regarded as made under the laws of the State of Delaware and that the laws of
said State shall be applied in interpreting its provisions in all cases where legal interpretation shall be required. Each of the
parties hereto agrees (a) that this Terms Document involves at least $100,000.00, and (b) that this Terms Document has
been entered into by the parties hereto in express reliance upon 6 DEL. C. § 2708. Each of the parties
hereto hereby irrevocably and unconditionally agrees (a) to be subject to the jurisdiction of the courts of the State of Delaware
and of the federal courts sitting in the State of Delaware, and (b)(1) to the extent such party is not otherwise subject to
service of process in the State of Delaware, to appoint and maintain an agent in the State of Delaware as such party’s agent
for acceptance of legal process, and (2) that, to the fullest extent permitted by applicable law, service of process may also
be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting
evidence of valid service, and that service made pursuant to (b)(1) or (2) above shall, to the fullest extent permitted by applicable
law, have the same legal force and effect as if served upon such party personally within the State of Delaware.


 



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Section 1.03.     Counterparts.  
This Terms Document may be executed in any number of counterparts, each of which so executed will be deemed to be an original,
but all such counterparts will together constitute but one and the same instrument.


 


Section 1.04.     Ratification
of Indenture and Indenture Supplement.   As supplemented by this Terms Document, each of the Indenture and the Indenture Supplement
is in all respects ratified and confirmed and the Indenture as so supplemented by the Indenture Supplement as so supplemented and
this Terms Document shall be read, taken and construed as one and the same instrument.


 


[END
OF ARTICLE I]






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ARTICLE II



The Class A(2015-2) Notes


 


Section 2.01.     Creation and
Designation.   There is hereby created a tranche of BAseries Class A Notes to be issued pursuant to the Indenture and the
Indenture Supplement to be known as the “BAseries Class A(2015-2) Notes.”


 


Section 2.02.     Specification
of Required Subordinated Amount and other Terms.


 


(a)For the Class A(2015-2)
Notes for any date of determination, the Class A Required Subordinated Amount of Class B Notes will be an amount equal
to 14.28571% of (i) the Adjusted Outstanding Dollar Principal Amount of the Class A(2015-2) Notes on such date or
(ii) if an Early Redemption Event with respect to the Class A(2015-2) Notes shall have occurred, if an Event of Default
and acceleration of the Class A(2015-2) Notes shall have occurred or if the Class A Usage of the Class B Required
Subordinated Amount for such tranche of Class A Notes is greater than zero, the Adjusted Outstanding Dollar Principal Amount
of the Class A(2015-2) Notes as of close of business on the day immediately preceding the occurrence of such Early Redemption
Event, such Event of Default and acceleration or the date on which the Class A Usage of Class B Required Subordinated
Amount exceeded zero.


 


(b)For the Class A(2015-2)
Notes for any date of determination, the Class A Required Subordinated Amount of Class C Notes will be an amount equal
to 12.69841% of (i) the Adjusted Outstanding Dollar Principal Amount of the Class A(2015-2) Notes on such date or
(ii) if an Early Redemption Event with respect to the Class A(2015-2) Notes shall have occurred, if an Event of Default
and acceleration of the Class A(2015-2) Notes shall have occurred or if the Class A Usage of the Class C Required
Subordinated Amount for such tranche of Class A Notes is greater than zero, the Adjusted Outstanding Dollar Principal Amount
of the Class A(2015-2) Notes as of close of business on the day immediately preceding the occurrence of such Early Redemption
Event, such Event of Default and acceleration or the date on which the Class A Usage of Class C Required Subordinated
Amount exceeded zero.


 


(c)The Issuer may
change the percentages set forth in clause (a) or (b) above without the consent of any Noteholder so long as the Issuer has (i) received
written confirmation from each Note Rating Agency that has rated any Outstanding Notes of the BAseries that the change in either
of such percentages will not result in a Ratings Effect with respect to any Outstanding Notes of the BAseries and (ii) delivered
to the Indenture Trustee and the Note Rating Agencies a Master Trust Tax Opinion and an Issuer Tax Opinion.


 


Section 2.03.     Interest Payment.


 


(a)For each Interest
Payment Date (other than the first Interest Payment Date), the amount of interest due with respect to the Class A(2015-2)
Notes shall be an amount equal to one-twelfth of the product of (i) the Note Interest Rate, times (ii) the Outstanding Dollar
Principal Amount of the Class A(2015-2) Notes determined as of the Record Date preceding the related Transfer Date; provided,
however, that for the first Interest Payment Date the amount of interest due is $2,085,333.33. Interest on the Class A(2015-2)
Notes will be calculated on the basis of a 360-day year and twelve 30-day months.


 



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(b)Pursuant to Section 3.03
of the Indenture Supplement, on each Transfer Date, the Indenture Trustee shall deposit into the Class A(2015-2) Interest
Funding sub-Account the portion of BAseries Available Funds allocable to the Class A(2015-2) Notes.


 


Section 2.04.     Payments of
Interest and Principal.


 


Any installment of interest
or principal, if any, payable on any Class A(2015-2) Note which is punctually paid or duly provided for by the Issuer
and the Indenture Trustee on the applicable Interest Payment Date or Principal Payment Date shall be paid by the Paying Agent to
the Person in whose name such Class A(2015-2) Note (or one or more Predecessor Notes) is registered on the Record Date,
by wire transfer of immediately available funds to such Person’s account as has been designated by written instructions received
by the Paying Agent from such Person not later than the close of business on the third Business Day preceding the date of payment
or, if no such account has been so designated, by check mailed first-class, postage prepaid to such Person’s address as it
appears on the Note Register on such Record Date, except that with respect to Notes registered on the Record Date in the name of
the nominee of Cede & Co., payment shall be made by wire transfer in immediately available funds to the account designated
by such nominee.


 


The right of the Class A(2015-2)
Noteholders to receive payments from the Issuer will terminate on the first Business Day following the Class A(2015-2)
Termination Date.


 


Section 2.05.     Form of Delivery
of Class A(2015-2) Notes; Depository; Denominations.


 


(a)The Class A(2015-2)
Notes shall be delivered in the form of a global Registered Note as provided in Sections 202 and 301(i) of
the Indenture, respectively.


 


(b)The Depository
for the Class A(2015-2) Notes shall be The Depository Trust Company, and the Class A(2015-2) Notes shall initially
be registered in the name of Cede & Co., its nominee.


 


(c)The Class A(2015-2)
Notes will be issued in minimum denominations of $5,000 and multiples of $1,000 in excess of that amount.


 


Section 2.06.     Delivery and
Payment for the Class A(2015-2) Notes. The Issuer shall execute and deliver the Class A(2015-2) Notes to
the Indenture Trustee for authentication, and the Indenture Trustee shall deliver the Class A(2015-2) Notes when authenticated,
each in accordance with Section 303 of the Indenture.






 



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Section 2.07.     Targeted Deposits
to the Accumulation Reserve Account.

 


The deposit targeted
to be made to the Accumulation Reserve Account for any Monthly Period during the Accumulation Reserve Funding Period will be an
amount equal to the Required Accumulation Reserve sub-Account Amount.


 


[END
OF ARTICLE II]


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ARTICLE III



Representations and Warranties


 


Section 3.01.     Issuer’s
Representations and Warranties.   The Issuer makes the following representations and warranties as to the Collateral Certificate
on which the Indenture Trustee is deemed to have relied in acquiring the Collateral Certificate. Such representations and warranties
speak as of the execution and delivery of this Terms Document, but shall survive until the termination of this Terms Document.
Such representations and warranties shall not be waived by any of the parties to this Terms Document unless the Issuer has obtained
written confirmation from each Note Rating Agency that there will be no Ratings Effect with respect to such waiver.


 


(a)The Indenture
creates a valid and continuing security interest (as defined in the Delaware UCC) in the Collateral Certificate in favor of the
Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and
purchasers from the Issuer.


 


(b)The Collateral
Certificate constitutes either an “account,” a “general intangible,” an “instrument,” or a
“certificated security,” each within the meaning of the Delaware UCC.


 


(c)At the time of
the transfer and assignment of the Collateral Certificate to the Indenture Trustee pursuant to the Indenture, the Issuer owned
and had good and marketable title to the Collateral Certificate free and clear of any lien, claim or encumbrance of any Person.


 


(d)The Issuer has
caused, within ten days of the execution of the Indenture, the filing of all appropriate financing statements in the proper filing
office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral Certificate
granted to the Indenture Trustee pursuant to the Indenture.


 


(e)Other than the
security interest granted to the Indenture Trustee pursuant to the Indenture, the Issuer has not pledged, assigned, sold, granted
a security interest in, or otherwise conveyed the Collateral Certificate. The Issuer has not authorized the filing of and is not
aware of any financing statements against the Issuer that include a description of collateral covering the Collateral Certificate
other than any financing statement relating to the security interest granted to the Indenture Trustee pursuant to the Indenture
or any financing statement that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer.


 


(f)All original executed
copies of the Collateral Certificate have been delivered to the Indenture Trustee.


 



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(g)At the time of
the transfer and assignment of the Collateral Certificate to the Indenture Trustee pursuant to the Indenture, the Collateral Certificate
had no marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Indenture
Trustee.


 


[END
OF ARTICLE III]


 



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IN WITNESS WHEREOF, the
parties hereto have caused this Terms Document to be duly executed, all as of the day and year first above written.


 





	 	 BA CREDIT CARD TRUST,
	 	 by BA CREDIT CARD FUNDING, LLC,
	 	 as Beneficiary and not in its individual capacity
	 	 
	 	 
	 	 By:	 /s/ Keith W. Landis
	 	 Name:	 Keith W. Landis
	 	 Title:	 Vice President



 



    	[Signature Page to the Class A(2015-2) Terms Document]



    	 



    


 



	 	 THE BANK OF NEW YORK MELLON, as
	 	 Indenture Trustee
	 	 and not in its individual capacity
	 	 
	 	 
	 	 By:	 /s/ Leslie Morales
	 	 Name:	 Leslie Morales
	 	 Title:	 Vice President


 






    	[Signature Page to the Class A(2015-2) Terms Document]