exh_4-1.htm


    EXHIBIT
      4.1

    

 

    EXECUTION
      COPY

    
 

    
      	 


    

    


    


    BA
      CREDIT CARD TRUST

     

    as
      Issuer

     

    


    


    CLASS
      B(2007-5) TERMS DOCUMENT

     

    dated
      as of October 11, 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 B(2007-5) 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

              	
                8

              
	 	 	 
	
                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 B(2007-5) Notes; Depository;
                  Denominations

              	
                10

              
	 	 	 
	
                Section
                  2.07.

              	
                Delivery
                  and Payment for the Class B(2007-5) Notes

              	
                10

              
	 	 	 
	
                Section
                  2.08.

              	
                Targeted
                  Deposits to the Accumulation Reserve Account

              	
                10

              
	 	 	 
	
                ARTICLE
                  III

              
	 
	
                Representations
                  and Warranties

              
	 
	
                Section
                  3.01.

              	
                Issuer’s
                  Representations and Warranties

              	
                11

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    THIS
      CLASS B(2007-5) 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 October 11, 2007.

    


    Pursuant
      to this Terms Document, the Issuer and the Indenture Trustee shall create a
      new
      tranche of Class B 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   B(2007-5) 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 B(2007-5) Notes pursuant to
Section 3.10(b) of the Indenture Supplement, (ii) the Monthly Period
      following the first Transfer Date following and including the [__] 2007 Transfer
      Date for which the Quarterly Excess Available Funds Percentage is less than
      2%,
      but in such event the Accumulation Reserve Funding Period shall not be required
      to commence earlier than 24 months prior to the Expected Principal Payment
      Date,
      (iii) the Monthly Period following the first Transfer Date following and
      including the [__] 2008 Transfer Date for which the Quarterly Excess Available
      Funds Percentage is less than 3%, but in such event the Accumulation Reserve
      Funding Period shall not be required to commence earlier than 18 months prior
      to
      the Expected Principal Payment Date, and (iv) the Monthly Period following
      the
      first Transfer Date following and including the [__] 2008 Transfer Date for
      which the Quarterly Excess Available Funds Percentage is less than 4%, but
      in
      such event the Accumulation Reserve Funding Period shall not be required to
      commence earlier than 16 months prior to the Expected Principal Payment Date
      and
      (y) ending on the close of business on the last day of the Monthly Period
      preceding the earlier to occur of (i) the Expected Principal Payment Date
      for the Class B(2007-5) Notes and (ii) the date on which the Class
      B(2007-5) 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
      B(2007-5) Note” means any Note, substantially in the form set forth in
Exhibit A-2 to the Indenture Supplement, designated therein as a Class
      B(2007-5) Note and duly executed and authenticated in accordance with the
      Indenture.

    


    “Class
      B(2007-5) Noteholder” means a Person in whose name a Class B(2007-5) Note is
      registered in the Note Register.


    
      
        
        

      

      
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    “Class
      B(2007-5) Termination Date” means the earliest to occur of (a) the
      Principal Payment Date on which the Outstanding Dollar Principal Amount of
      the
      Class  B(2007-5) 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
      B Required Subordinated Amount of Class C Notes” is defined in Section
      2.02(b).

    


    “Controlled
      Accumulation Amount” means $22,916,666.67; 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 October 15, 2009.

    


    “Initial
      Dollar Principal Amount” means $275,000,000.

    


    “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 November
      15, 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 October 11, 2007.

    


    “Legal
      Maturity Date” means March 15, 2012.

    


    “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.

    


    “LIBOR
      Determination Date” means October 9, 2007 for the period from and
      including the Issuance Date to but excluding November 15, 2007, and for each
      Interest Period thereafter, the second London Business Day prior to the Interest
      Payment Date on which such Interest Period commences.


    
      
        
        

      

      
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    “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 0.60% 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 March 2008
      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.

    


    “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 B(2007-5)
      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


    
      
        
        

      

      
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    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 $275,000,000.

    


    “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.  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

     


    
      
        
        

      

      
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    law,
      service of process may also be made on such party by prepaid certified mail
      with
      a proof of mailing receipt validated by the United States Postal Service
      constituting evidence of valid service, and that service made pursuant to (b)(1)
      or (2) above shall, to the fullest extent permitted by applicable law, have
      the
      same legal force and effect as if served upon such party personally within
      the
      State of Delaware.

     

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

     

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

     

    [END
      OF ARTICLE I]


    
      
        
        

      

      
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    ARTICLE
      II

     

    The
      Class B(2007-5) Notes

     

    Section
      2.01.    Creation and
      Designation.  There is hereby created a tranche of BAseries Class
      B Notes to be issued pursuant to the Indenture and the Indenture Supplement
      to
      be known as the “BAseries Class B(2007-5) Notes.”

     

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

     

    (a)           Notwithstanding
      any provision of Section 2.03 of the Indenture Supplement to the
      contrary, on any date of determination, the available subordinated amount of
      Class C Notes for the Class B(2007-5) Notes shall be at least equal to the
      Class
      B Required Subordinated Amount of Class C Notes for the Class B(2007-5)
      Notes.  For purposes of this clause, the available subordinated amount
      of Class C Notes for the Class B(2007-5) Notes as of any date will be an amount
      equal to, after giving effect to any issuances, deposits, allocations,
      reallocations or payments to be made on that date:

     

    (i)           the
      aggregate Nominal Liquidation Amount of all tranches of Class C Notes which
      are Outstanding on that date; minus

     

    (ii)           the
      sum of (A) the aggregate Class B Required Subordinated Amount of Class C Notes
      for all other tranches of Class B Notes which are Outstanding on that date
      plus
      (B) the aggregate Class A Required Subordinated Amount of Class C Notes for
      all
      tranches of Class A Notes for which the Class A Required Subordinated Amount
      of
      Class B Notes is equal to zero which are Outstanding on that date.

     

    (b)           (i)           For
      the Class B(2007-5) Notes for any date of determination, the Class B Required
      Subordinated Amount of Class C Notes will be an amount equal to the product
      of
      (A) the Adjusted Outstanding Dollar Principal Amount of the Class B(2007-5)
      Notes on such date, times (B) the sum of:

     

    (A)           a
      fraction, the numerator of which is the aggregate Class A Required Subordinated
      Amount of Class C Notes for all tranches of Class A Notes which are Outstanding
      on that date, for which the Class A Required Subordinated Amount of Class B
      Notes is greater than zero and the denominator of which is the aggregate
      Adjusted Outstanding Dollar Principal Amount for all tranches of Class B Notes
      (including the Class B(2007-5) Notes) which are Outstanding on that date;
plus

     

    (B)           the
      product of:

     

    (1)           6.95187%;
      times

     

    (2)           a
      fraction, the numerator of which is the aggregate Adjusted Outstanding Dollar
      Principal Amount for all tranches of Class B Notes (including the Class
      B(2007-5) Notes) which are Outstanding on that date minus the aggregate Class
      A
      Required Subordinated Amount of Class B Notes for all tranches of Class
      A

     


    
      
        
        

      

      
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    Notes
      which are Outstanding on that date, and the denominator of which is the
      aggregate Adjusted Outstanding Dollar Principal Amount for all tranches of
      Class
      B Notes (including the Class B(2007-5) Notes) which are Outstanding on that
      date.

     

    (ii)           If
      an Early Redemption Event with respect to the Class B(2007-5) Notes shall have
      occurred, if an Event of Default and acceleration of the Class B(2007-5) Notes
      shall have occurred or if the Class B Usage of the Class C Required Subordinated
      Amount for the Class B(2007-5) Notes is greater than zero, on any date of
      determination following any such event, the Class B Required Subordinated Amount
      of Class C Notes for the Class B(2007-2) Notes shall be the greater of (i)
      the
      amount determined pursuant to subsection 2.02(b)(i) on such date of
      determination and (ii) the amount determined pursuant to subsection
      2.02(b)(i) 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 B Usage of Class C Required
      Subordinated Amount exceeded zero.

     

    (c)           The
      Issuer may change the definition of the Class B Required Subordinated Amount
      of
      Class C Notes with respect to the Class B(2007-5) Notes 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 such definition will not result in a Ratings Effect with
      respect to any Outstanding Class B(2007-5)
      Notes and (ii) delivered to the Indenture Trustee and the Note Rating Agencies
      a
      Master Trust Tax Opinion and an Issuer Tax Opinion with respect to such
      change.

     

    Section
      2.03.    Interest
      Payment.

     

    (a)           For
      each Interest Payment Date, the amount of interest due with respect to the
      Class
      B(2007-5) 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
      B(2007-5) Notes determined as of the Record Date preceding the related Transfer
      Date.  Interest on the Class B(2007-5) 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 B(2007-5) Interest Funding
      sub-Account the portion of BAseries Available Funds allocable to the Class
      B(2007-5) Notes.

     

    Section
      2.04.    Calculation Agent;
      Determination of LIBOR.

     

    (a)           The
      Issuer hereby agrees that for so long as any Class B(2007-5) 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

     


    
      
        
        

      

      
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    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.

     

    Section
      2.05.    Payments of
      Interest and Principal.

     

    (a)           Any
      installment of interest or principal, if any, payable on any
      Class B(2007-5) 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 B(2007-5) 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.

     


    
      
        
        

      

      
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    (b)           The
      right of the Class B(2007-5) Noteholders to receive payments from the Issuer
      will terminate on the first Business Day following the Class B(2007-5)
      Termination Date.

     

    Section
      2.06.    Form of Delivery
      of Class B(2007-5) Notes; Depository; Denominations.

     

    (a)           The
      Class B(2007-5) 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 B(2007-5) Notes shall be The Depository Trust Company,
      and the Class B(2007-5) Notes shall initially be registered in the name of
      Cede
& Co., its nominee.

     

    (c)           The
      Class B(2007-5) 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 B(2007-5) Notes.  The Issuer shall execute
      and deliver the Class B(2007-5) Notes to the Indenture Trustee for
      authentication, and the Indenture Trustee shall deliver the Class B(2007-5)
      Notes when authenticated, each in accordance with Section 303 of the
      Indenture.

     

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

     

    [END
      OF ARTICLE II]


    
      
        
        

      

      
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    ARTICLE
      III

     

    Representations
      and Warranties

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     


    
      
        
        

      

      
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    [END
      OF ARTICLE III]

     


    
      
        
        

      

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

    
 

    
      
        	
                BA
                  CREDIT CARD TRUST,

              
	
                by
                  BA CREDIT CARD FUNDING, LLC,

              
	
                as
                  Beneficiary and not in its individual capacity

              
	 
	 
	 
	
                By:
                  /s/ Keith W.
                  Landis             
                  

              
	
                Keith
                  W. Landis

              
	
                Vice
                  President

              
	 
	 
	 
	
                THE
                  BANK OF NEW YORK, as Indenture Trustee

              
	
                and
                  not in its individual capacity

              
	 
	 
	 
	
                By:
                  /s/ Catherine
                  Cerilles             
                  

              
	
                Name: 
                  Catherine Cerilles

              
	
                Title: 
                  Vice President

              
	 


      




    


     

    
 

    


    [Signature
      Page to the Class B(2007-5) Terms Document]