AMENDED AND RESTATED BASERIES INDENTURE SUPPLEMENT

BA CREDIT CARD TRUST

as Issuer

CLASS A(2008-8) TERMS DOCUMENT

dated as of July 17, 2008

to

AMENDED AND RESTATED BASERIES INDENTURE SUPPLEMENT

dated as of June 10, 2006

to

SECOND AMENDED AND RESTATED INDENTURE

dated as of October 20, 2006

THE BANK OF NEW YORK MELLON

as Indenture Trustee

THIS CLASS A(2008-8) 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 July 17, 2008.
 

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:

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

(b)      all other terms used herein which are defined in the Amended and Restated BAseries Indenture Supplement, dated as of June 10, 2006 (the " Indenture Supplement "), between the Issuer and the Indenture Trustee, or the Second Amended and Restated Indenture, dated as of October 20, 2006 (the " Indenture "), between the Issuer and the Indenture Trustee, as acknowledged and accepted by FIA, as Servicer, either directly or by reference therein, have the meanings assigned to them therein;

(c)      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;

(d)     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;

(e)     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;

(f)     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;

(g)    each capitalized term defined herein shall relate only to the
Class A(2008-8) Notes and no other tranche of Notes issued by the Issuer; and

(h)    "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(2008-8) Notes pursuant to Section 3.10(b) of the Indenture Supplement, (ii) the Monthly Period following the first Transfer Date following and including the June 2013 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 December 2013 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 February 2014 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(2008-8) Notes and (ii) the date on which the Class A(2008-8) 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, (ii) the Net Servicing Fee Rate (as such term is defined in the Series 2001-D Supplement) and (iii) so long as FIA 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.

" Calculation Agent " is defined in Section 2.04(a) .

" Class A(2008-8) Note " means any Note, substantially in the form set forth in
Exhibit A-1 to the Indenture Supplement, designated therein as a Class A(2008-8) Note and duly executed and authenticated in accordance with the Indenture.

" Class A(2008-8) Noteholder " means a Person in whose name a Class A(2008-8) Note is registered in the Note Register.

2

" Class A(2008-8) Termination Date " means the earliest to occur of (a) the Principal Payment Date on which the Outstanding Dollar Principal Amount of the Class A(2008-8) 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 $83,333,333.34; 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 July 15, 2015.

" Initial Dollar Principal Amount " means $1,000,000,000.

" 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 September 15, 2008.

" 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 July 17, 2008.

" Legal Maturity Date " means December 15, 2017.

" LIBOR " means, for any Interest Period, the London interbank offered rate for one-month United States dollar deposits or, for the first Interest Period, the rate that corresponds to the actual number of days in the first Interest Period determined by the Calculation Agent on the LIBOR Determination Date for that Interest Period in accordance with the provisions of
Section 2.04 .

3

" LIBOR Determination Date " means Ju ly 15, 2008 for the period from and including the Issuance Date to but excluding September 15, 2008, and for each Interest Period thereafter, the second London Business Day prior to the Interest Payment Date on which such Interest Period commences.

" London Business Day " means any Business Day on which dealings in deposits in United States Dollars are transacted in the London interbank market.

" Note Interest Rate " means a per annum rate equal to 1.15% in excess of LIBOR as determined by the Calculation Agent on the related LIBOR Determination Date with respect to each Interest Period.

" 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) any Interest Funding sub-Account Earnings on the related Transfer Date, plus (c) any amounts to be treated as BAseries Available Funds pursuant to Sections 3.20(d) and 3.27(a) of the Indenture Supplement, plus (d) the BAseries Servicer Interchange for such Monthly Period, minus (e) 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 (f) the BAseries Investor Default Amount for such Monthly Period, and the denominator of which is the Weighted Average Available Funds Allocation Amount for the BAseries 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 June 2013 Transfer Date and each Transfer Date thereafter, the percentage equivalent of a fract