exh_4-2.htm


    Exhibit
      4.2

    EXECUTION
      COPY

     

    


    


    


    
      	 


    

    


     

    


     

    BA
      CREDIT CARD TRUST

     

    as
      Issuer

     

    


     

    


     

    CLASS
      C(2007-4) TERMS DOCUMENT

     

    dated
      as of November 16, 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

            	
              5

            
	 	 	 
	
              Section
                1.03.

            	
              Counterparts

            	
              6

            
	 	 	 
	
              Section
                1.04.

            	
              Ratification
                of Indenture and Indenture Supplement

            	
              6

            
	 	 	 
	
              ARTICLE
                II

            
	 
	
              The
                Class C(2007-4) 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(2007-4) Notes; Depository;
                Denominations

            	
              9

            
	 	 	 
	
              Section
                2.07.

            	
              Delivery
                and Payment for the Class C(2007-4) 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 C(2007-4) 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 November 16, 2007.

    


    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(2007-4) 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
      C(2007-4) Notes pursuant to Section 3.10(b) of
      the Indenture Supplement, (ii) the Monthly Period following the first Transfer
      Date following and including the December 2007 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
      June 2008 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 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 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 C(2007-4) Notes and (ii) the date on which the Class
      C(2007-4) 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
      2.03(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 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


    
      
        
        

      

      
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    to
      2.50%, (vi) 4.50%, if the Quarterly Excess Available Funds Percentage on
      such Transfer Date is less than 2.50% and greater 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(2007-4) Note”
means any Note, substantially in the form set forth in Exhibit A-3 to
      the
      Indenture Supplement, designated therein as a Class C(2007-4) Note and duly
      executed and authenticated in accordance with the Indenture.

    


    “Class
      C(2007-4)
      Noteholder” means a Person in whose name a Class C(2007-4) Note is
      registered in the Note Register.

    


    “Class
      C(2007-4) Termination
      Date” means the earliest to occur of (a) the Principal Payment Date
      on which the Outstanding Dollar Principal Amount of the
      Class  C(2007-4) 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.

    


    “Controlled
      Accumulation
      Amount” means $18,750,000; 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 November 16, 2009.

    


    “Initial
      Dollar Principal
      Amount” means $225,000,000.

    


    “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 January 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
      November 16, 2007.

    


    “Legal
      Maturity Date”
means April 16, 2012.

    


    “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.


    
      
        
        

      

      
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    “LIBOR
      Determination
      Date” means November 14, 2007 for the period from and including the
      Issuance Date to but excluding January 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 1.25% 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-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 December 2007 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.


    
      
        
        

      

      
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    “Reference
      Banks”
means four major banks in the London interbank market selected by the
      Beneficiary.

    


    “Required
      Accumulation
      Reserve sub-Account Amount” means, with respect to any Monthly Period
      during the Accumulation Reserve Funding Period, an amount equal to (i) 0.5%
      of the Outstanding Dollar Principal Amount of the Class C(2007-4) Notes as
      of
      the close of business on the last day of the preceding Monthly Period or (ii)
      any other amount designated by the Issuer; provided, however,
      that if such
      designation is of a lesser amount, the Note Rating Agencies shall have provided
      prior written confirmation that a Ratings Effect will not occur with respect
      to
      such change.

    


    “Reuters
      Screen LIBOR01
      Page” means the display page currently so designated on the Reuters
      Monitor Money Rates (or such other page as may replace that page on that
      service, or such other service as may be nominated as the information vendor,
      for the purpose of displaying comparable rates or prices).

    


    “Servicer
      Interchange
      Rate” means, for any Monthly Period, the percentage equivalent of a
      fraction, the numerator of which is the BAseries Servicer Interchange for such
      Monthly Period, and the denominator of which is the Weighted Average Available
      Funds Allocation Amount for the BAseries for such Monthly Period.

    


    “Stated
      Principal
      Amount” means $225,000,000.

    


    “Weighted
      Average Interest
      Rates” means, with respect to any Outstanding Notes of a class or tranche
      of the BAseries, or of all of the Outstanding Notes of the BAseries, on any
      date, the weighted average (weighted based on the Outstanding Dollar Principal
      Amount of the related Notes on such date) of the following rates of
      interest:

    


    (a)           in
      the case of a tranche of Dollar Interest-bearing Notes with no Derivative
      Agreement for interest, the rate of interest applicable to that tranche on
      that
      date;

     

    (b)           in
      the case of a tranche of Discount Notes, the rate of accretion (converted to
      an
      accrual rate) of that tranche on that date;

     

    (c)           in
      the case of a tranche of Notes with a payment due under a Performing Derivative
      Agreement for interest, the rate at which payments by the Issuer to the
      applicable Derivative Counterparty accrue on that date (prior to the netting
      of
      such payments, if applicable); and

     

    (d)           in
      the case of a tranche of Notes with a non-Performing Derivative Agreement for
      interest, the rate specified for that date in the related terms
      document.

     

    Section
      1.02.  Governing
      Law; Submission to Jurisdiction; Agent for Service of
      Process.  This Terms Document 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 Terms Document 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

     


    
      
        
        

      

      
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    provisions
      in all cases where legal interpretation shall be required.  Each of
      the parties hereto agrees (a) that this Terms Document involves at least
      $100,000.00, and (b) that this Terms Document 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
      Terms Document 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.

     

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

     

    [END
      OF ARTICLE I]


    
      
        
        

      

      
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    ARTICLE
      II

     

    The
      Class C(2007-4)
      Notes

     

    Section
      2.01.  Creation
      and Designation.  There is hereby created a tranche of BAseries
      Class C Notes to be issued pursuant to the Indenture and the Indenture
      Supplement to be known as the “BAseries Class C(2007-4) Notes.” 

     

    Section
      2.02.  Interest
      Payment.

     

    (a)           For
      each Interest Payment Date, the amount of interest due with respect to the
      Class
      C(2007-4) Notes shall be an amount equal to the product of (i)(A) a
      fraction, the numerator of which is the actual number of days in the related
      Interest Period and the denominator of which is 360, times (B) the Note
      Interest Rate in effect with respect to the related Interest Period, times (ii) the
      Outstanding Dollar Principal Amount of the Class C(2007-4) Notes determined
      as
      of the Record Date preceding the related Transfer Date.  Interest on
      the Class C(2007-4) Notes will be calculated on the basis of the actual number
      of days in the related Interest Period and a 360-day year.

     

    (b)           Pursuant
      to Section 3.03
      of the Indenture Supplement, on each Transfer Date, the Indenture Trustee shall
      deposit into the Class C(2007-4) Interest Funding sub-Account the portion of
      BAseries Available Funds allocable to the Class C(2007-4) Notes.

     

    Section
      2.03.  Calculation Agent;
      Determination of LIBOR.  

     

    (a)           The
      Issuer hereby agrees that for so long as any Class C(2007-4) Notes are
      Outstanding, there shall at all times be an agent appointed to calculate LIBOR
      for each Interest Period (the “Calculation
      Agent”).  The Issuer hereby initially appoints the Indenture
      Trustee as the Calculation Agent for purposes of determining LIBOR for each
      Interest Period.  The Calculation Agent may be removed by the Issuer
      at any time.  If the Calculation Agent is unable or unwilling to act
      as such or is removed by the Issuer, or if the Calculation Agent fails to
      determine LIBOR for an Interest Period, the Issuer shall promptly appoint a
      replacement Calculation Agent that does not control or is not controlled by
      or
      under common control with the Issuer or its Affiliates.  The
      Calculation Agent may not resign its duties, and the Issuer may not remove
      the
      Calculation Agent, without a successor having been duly appointed.

     

    (b)           On
      each LIBOR Determination Date, the Calculation Agent shall determine LIBOR
      on
      the basis of the rate for deposits in United States dollars for a one-month
      period which appears on Reuters Screen LIBOR01 Page as of 11:00 a.m., London
      time, on such date (or, for the first Interest Period, the rate that corresponds
      to the actual number of days in the first Interest Period).  If such
      rate does not appear on Reuters Screen LIBOR01 Page, the rate for that LIBOR
      Determination Date shall be determined on the basis of the rates at which
      deposits in United States dollars are offered by the Reference Banks at
      approximately 11:00 a.m., London time, on that day to prime banks in the London
      interbank market for a one-month period.  The Calculation Agent shall
      request the principal London office of each of the Reference Banks to provide
      a
      quotation of its rate.  If at least two such quotations are provided,
      the rate for that LIBOR Determination Date shall be the arithmetic mean of
      the
      quotations.  If fewer than two

     


    
      
        
        

      

      
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    quotations
      are provided as requested, the rate for that LIBOR Determination Date will
      be
      the arithmetic mean of the rates quoted by four major banks in New York City,
      selected by the Beneficiary, at approximately 11:00 a.m., New York City time,
      on
      that day for loans in United States dollars to leading European banks for a
      one-month period.

     

    (c)           The
      Note Interest Rate applicable to the then current and the immediately preceding
      Interest Periods may be obtained by telephoning the Indenture Trustee at its
      corporate trust office at (212) 815-3247 or such other telephone number as
      shall
      be designated by the Indenture Trustee for such purpose by prior written notice
      by the Indenture Trustee to each Noteholder from time to time.

     

    (d)           On
      each LIBOR Determination Date, the Calculation Agent shall send to the Indenture
      Trustee, the Beneficiary and the Servicer, by facsimile transmission,
      notification of LIBOR for the following Interest Period.

     

    Section
      2.04.  Payments
      of Interest and Principal.  

     

    (a)           Any
      installment of interest or principal, if any, payable on any

     

    Class
      C(2007-4) Note which is punctually paid or duly provided for by the Issuer
      and
      the Indenture Trustee on the applicable Interest Payment Date or Principal
      Payment Date shall be paid by the Paying Agent to the Person in whose name
      such
      Class C(2007-4) Note (or one or more Predecessor Notes) is registered on the
      Record Date, by wire transfer of immediately available funds to such Person’s
      account as has been designated by written instructions received by the Paying
      Agent from such Person not later than the close of business on the third
      Business Day preceding the date of payment or, if no such account has been
      so
      designated, by check mailed first-class, postage prepaid to such Person’s
      address as it appears on the Note Register on such Record Date, except that
      with
      respect to Notes registered on the Record Date in the name of the nominee of
      Cede & Co., payment shall be made by wire transfer in immediately available
      funds to the account designated by such nominee.

     

    (b)           The
      right of the Class C(2007-4) Noteholders to receive payments from the Issuer
      will terminate on the first Business Day following the Class C(2007-4)
      Termination Date.

     

    Section
      2.05.  Targeted
      Deposit to the Class C Reserve Account.  

     

    (a)           The
      deposit targeted to be made to the Class C Reserve sub-Account for the Class
      C(2007-4) Notes for any Transfer Date will be an amount equal to (i) the product
      of (A) the Class C Reserve Account Percentage for that Transfer Date times
      (B)
      the sum of the Initial Outstanding Dollar Principal Amounts of each tranche
      of
      Outstanding BAseries Notes as of the last day of the preceding Monthly Period
      times (C) a fraction, the numerator of which is the Nominal Liquidation Amount
      of the Class C(2007-4) Notes as of the close of business on the last day of
      the
      preceding Monthly Period and the denominator of which is the Nominal Liquidation
      Amount of all Class C Notes in the BAseries as of the close of business on
      the
      last day of the preceding Monthly Period, minus (ii) the amount credited to
      the
      Class C Reserve sub-Account for the Class C(2007-4) Notes immediately prior
      to
      such targeted deposit; provided however, that if an Early Redemption Event
      or
      Event of Default occurs with respect to the Class

     


    
      
        
        

      

      
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    C(2007-4)
      Notes, the deposit targeted will be the Adjusted Outstanding Dollar Principal
      Amount of the Class C(2007-4) Notes minus the amount then credited to such
      sub-Account.

     

    Section
      2.06.  Form of
      Delivery of Class C(2007-4) Notes; Depository;
      Denominations.

     

    (a)           The
      Class C(2007-4) 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 Class C(2007-4) Notes shall be The Depository Trust Company,
      and the Class C(2007-4) Notes shall initially be registered in the name of
      Cede
& Co., its nominee.

     

    (c)           The
      Class C(2007-4) Notes will be issued in minimum denominations of $5,000 and
      multiples of $1,000 in excess of that amount.

     

    Section
      2.07.  Delivery
      and Payment for the Class C(2007-4) Notes.  The Issuer shall
      execute and deliver the Class C(2007-4) Notes to the Indenture Trustee for
      authentication, and the Indenture Trustee shall deliver the Class C(2007-4)
      Notes when authenticated, each in accordance with Section 303 of the
      Indenture.

     

    Section
      2.08.  Targeted
      Deposits to the Accumulation Reserve Account.  The deposit
      targeted to be made to the Accumulation Reserve Account for any Monthly Period
      during the Accumulation Reserve Funding Period will be an amount equal to the
      Required Accumulation Reserve sub-Account Amount.

     

    


    [END
      OF ARTICLE II]

    



    
      
        
        

      

      
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    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 Terms Document, but shall survive until the
      termination of this Terms Document.  Such representations and
      warranties shall not be waived by any of the parties to this Terms Document
      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

     


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    notations
      indicating that it has been pledged, assigned or otherwise conveyed to any
      Person other than the Indenture Trustee.

     

    [END
      OF ARTICLE III]


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Terms Document 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                                                   
                

            
	
              Keith
                W. Landis

            
	
              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 C(2007-4) Terms Document]