______________________________________________________________________________________________________________________
BA CREDIT CARD TRUST
as Issuer
CLASS C(2008-3) 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 C(2008-3)
Notes
Section 2.01. Creation and
Designation.......................................................................7
Section 2.02. Interest
Payment...............................................................................7
Section 2.03. Calculation Agent; Determination of
LIBOR......................................................7
Section 2.04. Payments of Interest and
Principal.............................................................8
Section 2.05. Targeted Deposit to the Class C Reserve
Account................................................8
Section 2.06. Form of Delivery of Class C(2008-3) Notes;
Depository; Denominations...........................9
Section 2.07. Delivery and Payment for the Class C(2008-3)
Notes.............................................9
Section 2.08. Targeted Deposits to the Accumulation Reserve
Account..........................................9
Section 2.09. Modification of Section 3.10(b) of the Indenture
Supplement....................................9
ARTICLE III
Representations and
Warranties
Section 3.01. Issuer's Representations and
Warranties.......................................................10
THIS CLASS C(2008-3) 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 C 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 C(2008-3) 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 C(2008-3)
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 C(2008-3) 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 April 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 C(2008-3)
Notes and (ii) the date on which the Class
C(2008-3) 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
2.03(a).
"Class C Reserve Account Percentage" means, with
respect to any Transfer Date, (i) zero, if the
Quarterly Excess Available Funds Percentage on such Transfer Date
is greater than or equal to 4.50%, (ii) 1.25%,
if the Quarterly Excess Available Funds Percentage on such Transfer
Date is less than 4.50% and greater than or
equal to 4.00%, (iii) 2.00%, if the Quarterly Excess Available
Funds Percentage on such Transfer Date is less
than 4.00% and greater than or equal to 3.50%, (iv) 2.75%, if the
Quarterly Excess Available Funds Percentage on
such Transfer Date
2
is less than 3.50% and greater than or equal to 3.00%, (v) 3.50%,
if the Quarterly Excess Available Funds
Percentage on such Transfer Date is less than 3.00% and greater
than or equal to 2.50%, (vi) 4.50%, if the Quarterly
Excess Available Funds Percentage on such Transfer Date is less
than 2.50% andgreater than or equal to 2.00%, and
(vii) 6.00%, if the Quarterly Excess Available Funds Percentage on
such Transfer Date is less than 2.00%.
"Class C(2008-3) Note" means any Note,
substantially in the form set forth in Exhibit A-3 to
the Indenture Supplement, designated therein as a Class C(2008-3)
Note and duly executed and authenticated in
accordance with the Indenture.
"Class C(2008-3) Noteholder" means a Person in
whose name a Class C(2008-3) Note is registered
in the Note Register.
"Class C(2008-3) Termination Date" means the
earliest to occur of (a) the Principal Payment
Date on which the Outstanding Dollar Principal Amount of the Class
C(2008-3) 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.
"Controlled Accumulation Amount" means
$22,727,272.73; 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 C(2008-3) 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 April 15,
2009.
"Initial Dollar Principal Amount" means
$250,000,000.
"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, 2011.
3
"LIBOR" means, for any Interest Period, the
London interbank offered rate for one-month United
States dollar deposits determined by the Calculation Agent on the
LIBOR Determination Date for that Interest
Period in accordance with the provisions of Section 2.03.
"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 6.50% 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, plu
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