EXECUTION COPY


        


        


        	
                 


        

        


        
        BA CREDIT CARD TRUST

        

        as Issuer


        


        


        
        CLASS A(2007-10) TERMS
        DOCUMENT

        

        dated as of July 26, 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 A(2007-10)
                    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(2007-10) Notes; Depository; Denominations

                	
                    
                    9

                
	
                 	
                 
	
                    
                    Section 2.07. Delivery and Payment
                    for the Class A(2007-10) 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(2007-10) 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 July 26, 2007.


        


        
        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(2007-10) 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(2007-10) Notes pursuant to
        Section 3.10(b)
        of the Indenture Supplement,
        (ii) the Monthly Period following the first Transfer Date following and including the June
        2012 Transfer Date for which the Quarterly Excess Available Funds Percentage is less than
        2%, but in such event the Accumulation Reserve Funding Period shall not be required to
        commence earlier than 24 months prior to the Expected Principal Payment Date, (iii) the
        Monthly Period following the first Transfer Date following and including the December 2012
        Transfer Date for which the Quarterly Excess Available Funds Percentage is less than 3%,
        but in such event the Accumulation Reserve Funding Period shall not be required to commence
        earlier than 18 months prior to the Expected Principal Payment Date, and (iv) the Monthly
        Period following the first Transfer Date following and including the February 2013 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(2007-10) Notes and
        (ii) the date on which the Class A(2007-10) 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(2007-10)
        Note” means
        any Note, substantially in the form set forth in
        Exhibit A-1
        to the Indenture Supplement,
        designated therein as a Class A(2007-10) Note and duly executed and authenticated in
        accordance with the Indenture.


        


        
        “
        Class A(2007-10)
        Noteholder”
        means a Person in whose name a Class A(2007-10) Note is registered in the Note
        Register.


        
         


        
         


        
        2


        
         

        
        

        

        
         


        
        “
        Class A(2007-10) Termination
        Date” means
        the earliest to occur of (a) the Principal Payment Date on which the Outstanding
        Dollar Principal Amount of the

        Class A(2007-10) 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
        $62,500,000.00;
        provided
        ,
        however
        , if the Accumulation Period
        Length is determined to be less than twelve (12) months pursuant to
        Section
        3.10(b)(ii) of the
        Indenture Supplement, the Controlled Accumulation Amount shall be the amount specified in
        the definition of “Controlled Accumulation Amount” in the Indenture
        Supplement.


        


        
        “
        Excess Available Funds
        Percentage”
        means, with respect to any Transfer Date, the amount, if any, by which the Portfolio Yield
        for the preceding Monthly Period exceeds the Base Rate for such Monthly Period.


        


        
        “
        Expected Principal Payment
        Date” means
        July 15, 2014.


        


        
        “
        Initial Dollar Principal
        Amount” means
        $750,000,000.


        


        
        “
        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 September 17, 2007.


        


        
        “
        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
        July 26, 2007.


        


        
        “
        Legal Maturity
        Date” means
        December 15, 2016.


        


        
        “
        LIBOR” means,
        for any Interest Period, the London interbank offered rate for one-month United States
        dollar deposits or, for the first Interest Period, the rate that corresponds to the actual
        number of days in the first Interest Period determined by the Calculation Agent on the
        LIBOR Determination Date for that Interest Period in accordance with the provisions
        of Section
        2.04.


        
         


        
        3


        

        
        

        

        
         


        
        “
        LIBOR Determination
        Date” means
        July 24, 2007
        for the period from and
        including the Issuance Date to but excluding September 17, 2007,
        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 0.07% 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 June 2012 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(2007-10) 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
        $750,000,000.


        


        
        “
        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 Document has been entered into by the parties hereto in express reliance upon
        6 DEL. C.
        § 2708.


        
        5

        
        

        

        
         


        
        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(2007-10) 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(2007-10)
        Notes.”


        
        Section
        2.02.     
        Specification of Required
        Subordinated Amount and other
        Terms.


        
        (a)     For
        the Class A(2007-10) 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(2007-10) Notes on such date or
        (ii) if an Early Redemption Event with respect to the Class A(2007-10) Notes shall
        have occurred, if an Event of Default and acceleration of the Class A(2007-10) 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(2007-10) 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(2007-10) 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(2007-10) Notes on such date or
        (ii) if an Early Redemption Event with respect to the Class A(2007-10) Notes shall
        have occurred, if an Event of Default and acceleration of the Class A(2007-10) 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(2007-10) 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(2007-10)
        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(2007-10) Notes determined as of the Record Date
        preceding the related Transfer Date. Interest on the


        
        7

        
        

        

        
        

        Class A(2007-10) 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(2007-10) Interest Funding sub-Account the portion of BAseries Available Funds
        allocable to the Class A(2007-10) Notes.


        
        Section
        2.04.     
        Calculation Agent;
        Determination of
        LIBOR.


        
        (a)     The
        Issuer hereby agrees that for so long as any Class A(2007-10) 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(2007-10) 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(2007-10) 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(2007-10) Noteholders to receive
        payments from the Issuer will terminate on the first Business Day following the Class
        A(2007-10) Termination Date.


        
        
        Section 2.06.     
        Form of Delivery of Class
        A(2007-10) Notes; Depository;
        Denominations.


        
        
        (a)     The Class A(2007-10) 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 A(2007-10) Notes shall be The
        Depository Trust Company, and the Class A(2007-10) Notes shall initially be registered in
        the name of Cede & Co., its nominee.


        
        
        (c)     The Class A(2007-10) 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(2007-10)
        Notes. The Issuer
        shall execute and deliver the Class A(2007-10) Notes to the Indenture Trustee for
        authentication, and the Indenture Trustee shall deliver the Class A(2007-10) 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.


        
         


        
        10


        
         

        
        


        

        

        


        
        [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


                                            


                                            
                                                         
                                            /s/ Penelope S.
                                            Johnson                    


                                            
                                            
                                            By:     ________________________________________


                                                     
                                            Name:  Penelope S. Johnson

                                                      Title:     Vice
                                            President

                                                 


                                            


                                            
                                            
                                            THE BANK OF NEW YORK, as Indenture Trustee

                                            and not in its individual capacity


                                            


                                            
                                                           
                                            /s/ Catherine Cerilles


                                            
                                            
                                            By:     ________________________________________


                                                    
                                             Name:   Catherine
                                            Cerilles          


                                                       Title:
                                                 Vice President
                                                 

                                                  

                                        

                                    

                                

                            

                        

                    

                

            

        


        


        
             


        


        
        [Signature
        Page to the Class A(2007-10) Terms Document]