___________________________________________________________________________________________________________
BA CREDIT CARD TRUST
as Issuer
CLASS B(2008-4) TERMS DOCUMENT
dated as of August 15, 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
___________________________________________________________________________________________________________
ARTICLE I
Definitions and Other Provisions of General Application
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 B(2008-4) Notes
Section 2.01.
Creation and
Designation.......................................................................7
Section 2.02.
Specification of Required Subordinated Amount and other
Terms..................................7
Section 2.03.
Interest
Payment...............................................................................8
Section 2.04.
Calculation Agent; Determination of
LIBOR......................................................8
Section 2.05.
Payments of Interest and
Principal.............................................................9
Section 2.06.
Form of Delivery of Class B(2008-4) Notes; Depository;
Denominations..........................10
Section 2.07.
Delivery and Payment for the Class B(2008-4)
Notes............................................10
Section 2.08.
Targeted Deposits to the Accumulation Reserve
Account.........................................10
Section 2.09.
Modification of Section 3.10(b) of the Indenture
Supplement...................................10
ARTICLE III
Representations and Warranties
Section 3.01.
Issuer's Representations and
Warranties.......................................................11
THIS CLASS B(2008-4) 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 August
15, 2008.
Pursuant to this Terms Document, the Issuer and the Indenture
Trustee shall create a new tranche
of Class B 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
B(2008-4) 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 Commencement Date" shall have the meaning specified
in the Indenture Supplement;
provided, however, that solely with respect to the Class B(2008-4)
Notes, wherever the word "twelve (12)" appears
in the definition of "Accumulation Commencement Date" in the
Indenture Supplement, it shall be replaced with the
word "eleven (11)".
"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 earlier 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 B(2008-4) Notes pursuant to Section
3.10(b) of the Indenture Supplement and (ii) the
Monthly Period following the first Transfer Date following and
including the August 2008 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 11
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 B(2008-4)
Notes and (ii) the date on which the Class
B(2008-4) 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 B(2008-4) Note" means any Note, substantially in the form
set forth in Exhibit A-2 to the
Indenture Supplement, designated therein as a Class B(2008-4) Note
and duly executed and authenticated in
accordance with the Indenture.
"Class B(2008-4) Noteholder" means a Person in whose name a Class
B(2008-4) Note is registered in
the Note Register.
"Class B(2008-4) Termination Date" means the earliest to occur of
(a) the Principal Payment Date
on which the Outstanding Dollar Principal Amount of the Class
2
B(2008-4) 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 B Required Subordinated Amount of Class C Notes" is defined
in Section 2.02(b).
"Controlled Accumulation Amount" means $25,000,000.00; provided,
however, if the Accumulation
Period Length is determined to be less than eleven (11) months
pursuant to Section 3.10(b)(ii) of the Indenture
Supplement, as modified by this Terms Document, the Controlled
Accumulation Amount shall be the amount specified
in the definition of "Controlled Accumulation Amount" in the
Indenture Supplement; provided further, however, that
solely with respect to the Class B(2008-4) Notes, wherever the word
"twelve (12)" appears in the definition of
"Controlled Accumulation Amount" in the Indenture Supplement, it
shall be replaced with the word "eleven (11)".
"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 August 17, 2009.
"Initial Dollar Principal Amount" means $275,000,000.
"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 August 15, 2008.
"Legal Maturity Date" means January 17, 2012.
"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.
"LIBOR Determination Date" means August 13, 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.
3
"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 3.00% 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 August 2008 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 Business Day
of the preceding Monthly Period.
"Reference Banks" means four major banks i
