______________________________________________________________________________________________________________
BA CREDIT CARD TRUST
as Issuer
CLASS A(2008-10) 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 A(2008-10) 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...........................................................................7
Section 2.04.
Calculation Agent; Determination of
LIBOR..................................................8
Section 2.05.
Payments of Interest and
Principal.........................................................8
Section 2.06.
Form of Delivery of Class A(2008-10) Notes; Depository;
Denominations......................9
Section 2.07.
Delivery and Payment for the Class A(2008-10)
Notes........................................9
Section 2.08.
Targeted Deposits to the Accumulation Reserve
Account......................................9
ARTICLE III
Representations and Warranties
Section 3.01.
Issuer's Representations and
Warranties...................................................10
THIS CLASS A(2008-10) 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 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(2008-10) 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(2008-10) Notes pursuant to Section
3.10(b) of the Indenture Supplement, (ii) the
Monthly Period following the first Transfer Date following and
including the July 2011 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 January 2012
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 March 2012 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(2008-10) Notes and (ii) the date on which the Class A(2008-10)
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(2008-10) Note" means any Note, substantially in the form
set forth in Exhibit A-1 to
the Indenture Supplement, designated therein as a Class A(2008-10)
Note and duly executed and authenticated in
accordance with the Indenture.
"Class A(2008-10) Noteholder" means a Person in whose name a Class
A(2008-10) Note is
registered in the Note Register.
2
"Class A(2008-10) Termination Date" means the earliest to occur of
(a) the Principal Payment
Date on which the Outstanding Dollar Principal Amount of the Class
A(2008-10) 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 $41,666,666.67; 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 August 15, 2013.
"Initial Dollar Principal Amount" means $500,000,000.
"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 15, 2016.
"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 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.
"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 1.30% 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 part
