Notice of Change of Agents and Registrar

Bank of America Corporation

13 July 2023

 

NOTICE DATED JULY 13, 2023

Notice of Amendment to Agency Agreements Relating to the Bank of America Corporation Euro Medium-Term Note Program (the "Program")

To: All holders of securities, as identified by the ISIN numbers on Schedule 1, which are listed on the London Stock Exchange and remain outstanding under the Program (the "Relevant Notes")

Capitalized terms defined in the Relevant Notes shall have the same meanings where used in this Notice unless otherwise defined herein.

Bank of America Corporation ("BAC") hereby gives notice to the holders of the Relevant Notes that the agency agreements listed on Schedule 2 (the "Agency Agreements") have been amended, effective on July 10, 2023, by the Omnibus Agreement Relating to Appointment and Acceptance of Successor Agents Under and Amendments to Agency Agreements made on July 7, 2023 (the "Amendment"). Pursuant to the Amendment, BAC, as Issuer, appointed Citibank, N.A., London Branch ("Citibank London"), as successor Principal Agent (the "Successor Principal Agent") and transfer agent (the "Transfer Agent") and Citibank Europe plc ("Citibank Europe") as successor Registrar (the "Successor Registrar") under each Agency Agreement, and Citibank London and Citibank Europe accepted such appointments, as applicable.  The Amendment reflects the replacement under the Agency Agreements of Bank of America, N.A. (operating through its London Branch) as Principal Agent and Bank of America Europe DAC as Registrar, with the Successor Principal Agent and Successor Registrar, respectively; the appointment of, and acceptance of the appointment by, Citibank London as transfer agent under the Agency Agreements; and other amendments to the Agency Agreements by the parties related to and in connection with the foregoing that do not adversely affect the interests of the holders of the Relevant Notes.

The specified office of Citibank, N.A., London Branch as Principal Agent and Transfer Agent is:

Citibank, N.A., London Branch

Citigroup Centre

Canada Square

Canary Wharf

London E14 5LB

United Kingdom

The specified office of Citibank Europe plc as Registrar is:

Citibank Europe plc

1 North Wall Quay

Dublin 1

Ireland

Schedule 1

Relevant Notes

ISSUER	ISIN	ISSUE DATE (Month/Day/Year)
Bank of America Corporation	XS0503320128	4/29/2010
Bank of America Corporation	XS1002979141	12/10/2013
Bank of America Corporation	XS1079726334	6/19/2014
Bank of America Corporation	XS1094674485	8/14/2014
Bank of America Corporation	XS1183915351	2/18/2015
Bank of America Corporation	XS1200234380	3/20/2015
Bank of America Corporation	XS1209863254	3/26/2015
Bank of America Corporation	XS1232273018	5/18/2015
Bank of America Corporation	XS1239586164	6/4/2015
Bank of America Corporation	XS1259646724	7/10/2015
Bank of America Corporation	XS1363402808	2/19/2016
Bank of America Corporation	XS1458405898	7/26/2016
Bank of America Corporation	XS1458411276	7/26/2016
Bank of America Corporation	XS1560863802	2/7/2017
Bank of America Corporation	XS1602547264	4/27/2017
Bank of America Corporation	XS1811435251	4/25/2018
Bank of America Corporation	XS1830926348	6/5/2018
Bank of America Corporation	XS1839032171	6/15/2018
Bank of America Corporation	XS1845157681	6/26/2018
Bank of America Corporation	XS1860332649	7/26/2018
Bank of America Corporation	XS1860335741	7/26/2018
Bank of America Corporation	XS1864523565	8/13/2018
Bank of America Corporation	XS1954754153	2/22/2019
Bank of America Corporation	XS1971362279	3/27/2019
Bank of America Corporation	XS1974405034	4/18/2019
Bank of America Corporation	XS1991265478	5/9/2019
Bank of America Corporation	XS1991265395	5/9/2019
Bank of America Corporation	XS2015289254	6/19/2019
Bank of America Corporation	XS2016802121	6/24/2019
Bank of America Corporation	XS2038039074	8/8/2019
Bank of America Corporation	XS2148370211	3/31/2020
Bank of America Corporation	XS2248451978	10/26/2020
Bank of America Corporation	XS2321427408	3/22/2021
Bank of America Corporation	XS2345784057	5/24/2021
Bank of America Corporation	XS2345799089	5/24/2021
Bank of America Corporation	XS2345798271	5/24/2021
Bank of America Corporation	XS2348234936	6/2/2021
Bank of America Corporation	XS2349716626	6/9/2021
Bank of America Corporation	XS2387929834	9/22/2021
Bank of America Corporation	XS2462324232	4/27/2022
Bank of America Corporation	XS2472657084	4/27/2022
Bank of America Corporation	XS2462323853	4/27/2022
Bank of America Corporation	XS2514153589	8/3/2022
Bank of America Corporation	XS2526548446	8/25/2022
Bank of America Corporation	XS2549546328	10/24/2022
Bank of America Corporation	XS2564103625	12/6/2022

Schedule 2

Relevant Agency Agreements

1.   Amended and Restated Agency Agreement dated July 22, 2009 among Bank of America Corporation as Issuer, Bank of America, N.A. (operating through its London Branch) as Principal Agent, Bank of America Europe DAC as successor Registrar, and the Agents named therein

2.   Amended and Restated Agency Agreement dated May 20, 2013 among Bank of America Corporation as Issuer, Bank of America, N.A. (operating through its London Branch) as Principal Agent, Bank of America Europe DAC as successor Registrar, and the Agents named therein, as supplemented and amended by the Supplemental Agreement to the Amended and Restated Agency Agreement dated May 20, 2014 among Bank of America Corporation as Issuer, Bank of America, N.A. (operating through its London Branch) as Principal Agent, and Bank of America Europe DAC as successor Registrar, as supplemented and amended

3.   Amended and Restated Agency Agreement dated May 20, 2015 among Bank of America Corporation as Issuer, Bank of America, N.A. (operating through its London Branch) as Principal Agent, Bank of America Europe DAC as successor Registrar, and the Agents named therein, as supplemented and amended

4.   Amended and Restated Agency Agreement dated May 20, 2016 among Bank of America Corporation as Issuer, Bank of America, N.A. (operating through its London Branch) as Principal Agent, Bank of America Europe DAC as successor Registrar, and the Agents named therein, as supplemented and amended

5.   Amended and Restated dated May 19, 2017 among Bank of America Corporation as Issuer, Bank of America, N.A. (operating through its London Branch) as Principal Agent, Bank of America Europe DAC as successor Registrar, and the Agents named therein, as supplemented and amended

6.   Amended and Restated Agency Agreement dated May 18, 2018 among Bank of America Corporation as Issuer, Bank of America, N.A. (operating through its London Branch) as Principal Agent, Bank of America Europe DAC as successor Registrar, and the Agents named therein, as supplemented and amended

7.   Amended and Restated Agency Agreement dated May 17, 2019 among Bank of America Corporation as Issuer, Bank of America, N.A. (operating through its London Branch) as Principal Agent, Bank of America Europe DAC (formerly known as Bank of America Merrill Lynch International DAC) as Registrar, and the Agents named therein

8.   Amended and Restated Agency Agreement dated May 15, 2020 among Bank of America Corporation as Issuer, Bank of America, N.A. (operating through its London Branch) as Principal Agent, Bank of America Europe DAC (formerly known as Bank of America Merrill Lynch International DAC) as Registrar, and the Agents named therein

9.   Amended and Restated Agency Agreement dated May 13, 2021 among Bank of America Corporation as Issuer, Bank of America, N.A. (operating through its London Branch) as Principal Agent, Bank of America Europe DAC as Registrar, and the Agents named therein

10.  Amended and Restated Agency Agreement dated May 12, 2022 among Bank of America Corporation as Issuer, Bank of America, N.A. (operating through its London Branch) as Principal Agent, Bank of America Europe DAC as Registrar, and the Agents named therein

 

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