BA
            CREDIT CARD TRUST


            as
            Issuer


             


            
            CLASS A(2008-2) TERMS DOCUMENT


            
            dated as of March 14, 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(2008-2) 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(2008-2) Notes;
                            Depository; Denominations

                        	
                            
                            9

                        
	
                            
                            Section 2.07. Delivery and Payment for the Class
                            A(2008-2) 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(2008-2) 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 March 14,
            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(2008-2) 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(2008-2) Notes pursuant to
            Section 3.10(b) of the Indenture
            Supplement, (ii) the Monthly Period following the first Transfer Date following and
            including the February 2014 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 August 2014 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 October 2014 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(2008-2) Notes and
            (ii) the date on which the Class A(2008-2) 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(2008-2)
            Note” means any Note, substantially in the form set
            forth in Exhibit A-1 to the
            Indenture Supplement, designated therein as a Class A(2008-2) Note and duly executed
            and authenticated in accordance with the Indenture.


             


            
            “Class A(2008-2)
            Noteholder” means a Person in whose name a Class
            A(2008-2) Note is registered in the Note Register.


            
             


            
            2


             

            
            


            

            

            
            “Class A(2008-2) Termination
            Date” means the earliest to occur of (a) the
            Principal Payment Date on which the Outstanding Dollar Principal Amount of the Class
            A(2008-2) 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 $104,166,666.67;
            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 March 15, 2016.


            
             


            
            “Initial Dollar Principal
            Amount” means $1,250,000,000.


            
             


            
            “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 April
            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 March 14, 2008.


            
             


            
            “Legal Maturity
            Date” means August 15, 2018.


            
             


            
            “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 March 12, 2008 for the period from and
            including the Issuance Date to but excluding April 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.


            
             


            
            “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 February 2014
            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.


            
             


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


             


            
            4


             

            
            


            

            

            
             


            
            “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 A(2008-2) 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 $1,250,000,000.


            
             


            
            “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
            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


             


            
            5


             

            
            


            

            

            
            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]


             


            
            6


             

            
            


            

            

            
            ARTICLE II


             


            The
            Class A(2008-2) Notes


            
            Section 2.01.     
            Creation and Designation. There is hereby
            created a tranche of BAseries Class A Notes to be issued pursuant to the Indenture and
            the Indenture Supplement to be known as the “BAseries Class A(2008-2)
            Notes.”


            
                	
                            
                            Section 2.02

                        	
                            
                             

                        	
                            
                            Specification of Required Subordinated Amount and
                            other
                            Terms.

                        


            


             


            
            (a)         
            For the Class A(2008-2) Notes for any date of determination, the Class A
            Required Subordinated Amount of Class B Notes will be an amount equal to 8.72093% of
            (i) the Adjusted Outstanding Dollar Principal Amount of the Class A(2008-2) Notes on
            such date or (ii) if an Early Redemption Event with respect to the Class A(2008-2)
            Notes shall have occurred, if an Event of Default and acceleration of the Class
            A(2008-2) Notes shall have occurred or if the Class A Usage of the Class B Required
            Subordinated Amount for such tranche of Class A Notes is greater than zero, the
            Adjusted Outstanding Dollar Principal Amount of the Class A(2008-2) Notes as of close
            of business on the day immediately preceding the occurrence of such Early Redemption
            Event, such Event of Default and acceleration or the date on which the Class A Usage of
            Class B Required Subordinated Amount exceeded zero.


            
            (b)          
            For the Class A(2008-2) Notes for any date of determination, the Class A
            Required Subordinated Amount of Class C Notes will be an amount equal to 7.55814% of
            (i) the Adjusted Outstanding Dollar Principal Amount of the Class A(2008-2) Notes on
            such date or (ii) if an Early Redemption Event with respect to the Class A(2008-2)
            Notes shall have occurred, if an Event of Default and acceleration of the Class
            A(2008-2) Notes shall have occurred or if the Class A Usage of the Class C Required
            Subordinated Amount for such tranche of Class A Notes is greater than zero, the
            Adjusted Outstanding Dollar Principal Amount of the Class A(2008-2) Notes as of close
            of business on the day immediately preceding the occurrence of such Early Redemption
            Event, such Event of Default and acceleration or the date on which the Class A Usage of
            Class C Required Subordinated Amount exceeded zero.


            
            (c)          
            The Issuer may change the percentages set forth in clause (a) or (b)
            above without the consent of any Noteholder so long as the Issuer has (i) received
            written confirmation from each Note Rating Agency that has rated any Outstanding Notes
            of the BAseries that the change in either of such percentages will not result in a
            Ratings Effect with respect to any Outstanding Notes of the BAseries and (ii) delivered
            to the Indenture Trustee and the Note Rating Agencies a Master Trust Tax Opinion and an
            Issuer Tax Opinion.


            
                	
                            
                            Section 2.03

                        	
                            
                             

                        	
                            
                            Interest
                            Payment.

                        


            


             


            
            (a)          
            For each Interest Payment Date, the amount of interest due with respect
            to the Class A(2008-2) 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 A(2008-2) Notes determined as of the
            Record Date preceding the related Transfer Date. Interest on the


             


            
                	
                            
                             

                        	
                            
                            7

                        


            


             

            
            


            

            

            Class
            A(2008-2) 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 A(2008-2) Interest Funding sub-Account the portion
            of BAseries Available Funds allocable to the Class A(2008-2) Notes.


            
                	
                            
                            Section 2.04

                        	
                            
                             

                        	
                            
                            Calculation Agent; Determination of
                            LIBOR.

                        


            


             


            
            (a)         
            The Issuer hereby agrees that for so long as any Class A(2008-2) 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
            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.


             


            
                	
                            
                             

                        	
                            
                            8

                        


            


             

            
            


            

            

             


            
                	
                            
                            Section 2.05

                        	
                            
                             

                        	
                            
                            Payments of Interest and
                            Principal.

                        


            


             


            
            (a)          
            Any installment of interest or principal, if any, payable on any Class
            A(2008-2) 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 A(2008-2) 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 A(2008-2) Noteholders to receive payments from
            the Issuer will terminate on the first Business Day following the Class A(2008-2)
            Termination Date.


            
                	
                            
                            Section 2.06

                        	
                            
                             

                        	
                            
                            Form of Delivery of Class A(2008-2) Notes;
                            Depository;
                            Denominations.

                        


            


             


            
            (c)          
            The Class A(2008-2) Notes shall be delivered in the form of a global
            Registered Note as provided in Sections 202
            and 301(i) of the
            Indenture, respectively.


            
            (d)          
            The Depository for the Class A(2008-2) Notes shall be The Depository
            Trust Company, and the Class A(2008-2) Notes shall initially be registered in the name
            of Cede & Co., its nominee.


            
            (e)          
            The Class A(2008-2) 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 A(2008-2)
            Notes. The Issuer shall execute and deliver the Class
            A(2008-2) Notes to the Indenture Trustee for authentication, and the Indenture Trustee
            shall deliver the Class A(2008-2) 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]


             


            
                	
                            
                             

                        	
                            
                            9

                        


            


             

            
            


            

            

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


            [END
            OF ARTICLE III]


            
            10


             

            
            


            

            

            
            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                                          

                        
	
                            
                             

                        	
                            
                             

                        	
                            
                            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(2008-2) Terms Document]