______________________________________________________________________________________________________________________
BA CREDIT
CARD TRUST
as
Issuer
CLASS A(2008-4)
TERMS DOCUMENT
dated as of
April 11, 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
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(2008-4) 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...........................................................................7
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 A(2008-4) Notes;
Depository; Denominations.......................9
Section 2.07. Delivery and Payment for the Class A(2008-4)
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(2008-4) 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, a New York banking corporation, as Indenture Trustee
(the "Indenture Trustee"), is made and entered into as of April 11,
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(2008-4) 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 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(2008-4) 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 2012 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 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 November 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(2008-4) Notes and (ii) the date on
which
the Class A(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 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(2008-4) Note" means any Note,
substantially in the form set forth in Exhibit A-1 to the Indenture
Supplement, designated therein as a Class A(2008-4) Note and duly
executed and authenticated in accordance with the Indenture.
"Class A(2008-4) Noteholder" means a Person in
whose name a Class A(2008-4) Note is registered in the Note
Register.
2
"Class A(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 A(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 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
$42,500,000.00; 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 15,
2014.
"Initial Dollar Principal Amount" means
$510,000,000.
"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 May 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 April 11, 2008.
"Legal Maturity Date" means September 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 April 9, 2008
for the period from and including the Issuance Date to but
excluding May 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 1.40% 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.
"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-Ac
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