BA
            CREDIT CARD TRUST


            as
            Issuer


            
            SUPPLEMENTAL INDENTURE


            with
            respect to Additional Class A(2007-15) Notes


            
            dated as of January 17, 2008


            
            to


            
            CLASS A(2007-15) TERMS DOCUMENT


            
            dated as of November 27, 2007


            
            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

                        	
                            
                            2

                        
	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        
	
                            
                            Section 1.03.

                        	
                            
                            Counterparts

                        	
                            
                            2

                        
	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        
	
                            
                            Section 1.04.

                        	
                            
                            Ratification of Indenture, Indenture Supplement and the
                            Terms Document

                        	
                            
                            3

                        
	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        
	
                            
                            Section 1.05.

                        	
                            
                            Full Force and Effect of Terms Document

                        	
                            
                            3

                        
	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        
	
                            
                            ARTICLE II

                        
	
                            
                             

                        
	
                            
                            The Additional Class A(2007-15) Notes

                        
	
                            
                             

                        
	
                            
                            Section 2.01.

                        	
                            
                            Terms and Issuance

                        	
                            
                            4

                        
	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        
	
                            
                            Section 2.02.

                        	
                            
                            Modification of Defined Terms

                        	
                            
                            4

                        
	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        
	
                            
                            Section 2.03.

                        	
                            
                            Form of Delivery of Additional Class A(2007-15) Notes;
                            Depository; Denominations

                        	
                            
                            4

                        
	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        
	
                            
                            Section 2.04.

                        	
                            
                            Delivery and Payment for the Additional Class A(2007-15)
                            Notes

                        	
                            
                            4

                        
	
                            
                             

                        	
                            
                             

                        	
                            
                             

                        
	
                            
                            ARTICLE III

                        
	
                            
                             

                        
	
                            
                            Representations and Warranties

                        
	
                            
                             

                        
	
                            
                            Section 3.01.

                        	
                            
                            Issuer’s Representations and Warranties

                        	
                            
                            5

                        


            


            
             

            
            


            

            

            
            THIS SUPPLEMENTAL INDENTURE WITH RESPECT TO ADDITIONAL CLASS A(2007-15)
            NOTES (this “Supplemental
            Indenture”), 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 January 17,
            2008 and hereby modifies and supplements the Class A(2007-15) Terms Document (the
            “Terms Document”)
            entered into by the Issuer and the Indenture Trustee as of November 27,
            2007.


            
             


            
            WHEREAS, the Issuer has created, pursuant to the Terms Document, a
            tranche of Class A Notes known as the Class A(2007-15) Notes;


            
             


            
            WHEREAS, pursuant to Section 310(a) of the Indenture, the Issuer shall
            issue the Additional Class A(2007-15) Notes that shall be identical in all material
            respects to all other Outstanding Class A(2007-15) Notes and will be equally and
            ratably entitled to the benefits of the Indenture, the Indenture Supplement and the
            Terms Document as all other Outstanding Class A(2007-15) Notes without preference,
            priority or distinction.


            
             


            
            NOW, THEREFORE, in connection with the issuance of the Additional Class
            A(2007-15) Notes, the Issuer and the Indenture Trustee enter into this Supplemental
            Indenture.


            
             


            
            ARTICLE I


             


            
            Definitions and Other Provisions of General Application


            
            Section 1.01.     
            Definitions. For all purposes of this
            Supplemental Indenture, 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, 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,
            or the Terms Document, either directly or by reference therein and are not modified by
            Section 2.02 hereof, 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 Supplemental Indenture to designated
            “Articles,” “Sections” and other subdivisions are to the
            designated Articles, Sections and other subdivisions of this Supplemental Indenture as
            originally executed;


            
            (e)          
            the words “herein,” “hereof” and
            “hereunder” and other words of similar import refer to this Supplemental
            Indenture 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, the Indenture or the Terms Document, the terms and provisions of this
            Supplemental Indenture shall be controlling;


            
            (g)           
            each capitalized term defined herein shall relate only to the Class
            A(2007-15) 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.”


            
            “Additional Class A(2007-15)
            Notes” means the $200,000,000 principal amount Class
            A(2007-15) Notes described in this Supplemental Indenture, substantially in the form
            set forth in Exhibit A-1 to the
            Indenture Supplement, designated as a Class A(2007-15) Note and duly executed and
            authenticated in accordance with the Indenture.


            
            “Additional Issuance
            Date” means January 17, 2008.


            
            Section 1.02.     
            Governing Law; Submission to Jurisdiction; Agent for Service of
            Process. This Supplemental Indenture shall be governed by and
            construed in accordance with the laws of the State of Delaware, without regard to
            principles of conflict of laws. The parties hereto declare that it is their intention
            that this Supplemental Indenture shall be regarded as made under the laws of the State
            of Delaware and that the laws of said State shall be applied in interpreting its
            provisions in all cases where legal interpretation shall be required. Each of the
            parties hereto agrees (a) that this Supplemental Indenture involves at least
            $100,000.00, and (b) that this Supplemental Indenture has been entered into by the
            parties hereto in express reliance upon 6 DEL. C.
            § 2708. Each of the parties hereto hereby irrevocably and
            unconditionally agrees (a) to be subject to the jurisdiction of the courts of the State
            of Delaware and of the federal courts sitting in the State of Delaware, and (b)(1) to
            the extent such party is not otherwise subject to service of process in the State of
            Delaware, to appoint and maintain an agent in the State of Delaware as such
            party’s agent for acceptance of legal process, and (2) that, to the fullest
            extent permitted by applicable law, service of process may also be made on such party
            by prepaid certified mail with a proof of mailing receipt validated by the United
            States Postal Service constituting evidence of valid service, and that service made
            pursuant to (b)(1) or (2) above shall, to the fullest extent permitted by applicable
            law, have the same legal force and effect as if served upon such party personally
            within the State of Delaware.


            
            Section 1.03.     
            Counterparts. This Supplemental Indenture
            may be executed in any number of counterparts, each of which so executed will be deemed
            to be an original, but all such counterparts will together constitute but one and the
            same instrument.


             


            
            2


             

            
            


            

            

            
            Section 1.04.     
            Ratification of Indenture, Indenture Supplement and the Terms
            Document. As supplemented by this Supplemental Indenture,
            each of the Indenture, the Indenture Supplement and the Terms Document is in all
            respects ratified and confirmed and the Indenture as so supplemented by the Indenture
            Supplement as so supplemented and the Terms Document and this Supplemental Indenture
            shall be read, taken and construed as one and the same instrument.


            
            Section 1.05.     
            Full Force and Effect of Terms Document.
            All terms and conditions of the Terms Document not changed hereby shall remain in full
            force and effect.


            [END
            OF ARTICLE I]


             


            
            3


             

            
            


            

            

            
            ARTICLE II


             


            The
            Additional Class A(2007-15) Notes


            
            Section 2.01.     
            Terms and Issuance. The Additional Class
            A(2007-15) Notes shall be identical in all material respects to all other Outstanding
            Class A(2007-15) Notes and will be equally and ratably entitled to the benefits of the
            Indenture, the Indenture Supplement and the Terms Document as all other Outstanding
            Class A(2007-15) Notes without preference, priority or distinction. The Additional
            Class A(2007-15) Notes shall be issued pursuant to the Indenture, the Indenture
            Supplement, the Terms Document and this Supplemental Indenture on the Additional
            Issuance Date.


            
            Section 2.02.     
            Modification of Defined Terms. Upon
            issuance of the Additional Class A(2007-15) Notes, all references in the Terms Document
            with respect to the Class A(2007-15) Notes shall include the Additional Class
            A(2007-15) Notes and each of the following terms, as used in the Terms Document, shall
            have the respective meanings set forth below:


            
            “Controlled Accumulation
            Amount” means $120,833,333.34;
            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.


            
            “Initial Dollar Principal
            Amount” means $1,450,000,000.


            
            “Stated Principal
            Amount” means $1,450,000,000.


            
            Section 2.03.     
            Form of Delivery of Additional Class A(2007-15) Notes; Depository;
            Denominations.


            
            (a)          
            The Additional Class A(2007-15) Notes shall be delivered in the form of
            a global Registered Note as provided in Sections
            202 and 301(i)
            of the Indenture, respectively.


            
            (b)          
            The Depository for the Additional Class A(2007-15) Notes shall be The
            Depository Trust Company, and the Additional Class A(2007-15) Notes shall initially be
            registered in the name of Cede & Co., its nominee.


            
            (c)          
            The Additional Class A(2007-15) Notes will be issued in minimum
            denominations of $5,000 and multiples of $1,000 in excess of that amount.


            
            Section 2.04.     
            Delivery and Payment for the Additional Class A(2007-15)
            Notes. The Issuer shall execute and deliver the Additional
            Class A(2007-15) Notes to the Indenture Trustee for authentication, and the Indenture
            Trustee shall deliver the Additional Class A(2007-15) Notes when authenticated, each in
            accordance with Section 303 of the
            Indenture.


            [END
            OF ARTICLE II]


             


            
            4


             

            
            


            

            

            
            ARTICLE III


             


            
            Representations and Warranties


            
            Section 3.01.     
            Issuer’s Representations and
            Warranties. The Issuer makes the following representations
            and warranties as to the Collateral Certificate on which the Indenture Trustee is
            deemed to have relied in acquiring the Collateral Certificate. Such representations and
            warranties speak as of the execution and delivery of this Supplemental Indenture, but
            shall survive until the termination of this Supplemental Indenture. Such
            representations and warranties shall not be waived by any of the parties to this
            Supplemental Indenture unless the Issuer has obtained written confirmation from each
            Note Rating Agency that there will be no Ratings Effect with respect to such
            waiver.


            
            (a)          
            The Indenture creates a valid and continuing security interest (as
            defined in the Delaware UCC) in the Collateral Certificate in favor of the Indenture
            Trustee, which security interest is prior to all other liens, and is enforceable as
            such as against creditors of and purchasers from the Issuer.


            
            (b)          
            The Collateral Certificate constitutes either an “account,”
            a “general intangible,” an “instrument,” or a
            “certificated security,” each within the meaning of the Delaware
            UCC.


            
            (c)          
            At the time of the transfer and assignment of the Collateral Certificate
            to the Indenture Trustee pursuant to the Indenture, the Issuer owned and had good and
            marketable title to the Collateral Certificate free and clear of any lien, claim or
            encumbrance of any Person.


            
            (d)          
            The Issuer has caused, within ten days of the execution of the
            Indenture, the filing of all appropriate financing statements in the proper filing
            office in the appropriate jurisdictions under applicable law in order to perfect the
            security interest in the Collateral Certificate granted to the Indenture Trustee
            pursuant to the Indenture.


            
            (e)          
            Other than the security interest granted to the Indenture Trustee
            pursuant to the Indenture, the Issuer has not pledged, assigned, sold, granted a
            security interest in, or otherwise conveyed the Collateral Certificate. The Issuer has
            not authorized the filing of and is not aware of any financing statements against the
            Issuer that include a description of collateral covering the Collateral Certificate
            other than any financing statement relating to the security interest granted to the
            Indenture Trustee pursuant to the Indenture or any financing statement that has been
            terminated. The Issuer is not aware of any judgment or tax lien filings against the
            Issuer.


            
            (f)           
            All original executed copies of the Collateral Certificate have been
            delivered to the Indenture Trustee.


            
            (g)          
            At the time of the transfer and assignment of the Collateral Certificate
            to the Indenture Trustee pursuant to the Indenture, the Collateral Certificate had no
            marks or notations indicating that it has been pledged, assigned or otherwise conveyed
            to any Person other than the Indenture Trustee.


            [END
            OF ARTICLE III]


             


            
            5


             

            
            


            

            

            
            IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
            Indenture to be duly executed, all as of the day and year first above
            written.


            
             


            
             


            
                	
                            
                            BA CREDIT CARD TRUST,

                        
	
                            
                            by BA CREDIT CARD FUNDING, LLC,

                        
	
                            
                            as Beneficiary and not in its individual
                            capacity

                        
	
                            
                             

                        
	
                            
                             

                        
	
                            
                             

                        
	
                            
                            By:   
                                /s/ Keith W.
                            Landis                                     

                        
	
                            
                            Name: Keith W. Landis

                        
	
                            
                            Title: Vice President

                        
	
                            
                             

                        
	
                            
                             

                        
	
                            
                             

                        
	
                            
                            THE BANK OF NEW YORK, as Indenture Trustee

                        
	
                            
                            and not in its individual capacity

                        
	
                            
                             

                        
	
                            
                             

                        
	
                            
                             

                        
	
                            
                            By:    
                                /s/ Catherine
                            Cerilles                                   

                        
	
                            
                            Name: Catherine Cerilles

                        
	
                            
                            Title:   Vice President

                        


            


            
             


            
             


            
             


            
             


            
             


            
             


            
             


            
             


            
             


            
             


            
             


            
            [Signature Page to the Class A(2007-15) Supplemental
            Indenture]