UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 13, 2009.
BA CREDIT CARD TRUST* BA MASTER CREDIT CARD TRUST II
(Exact name of issuing entity as specified in its charter) (Exact name of issuing entity as specified in its charter)
(Issuing Entity of the Notes) (Issuing Entity of the Collateral Certificate)
Commission File Number of depositor: 333-141948
BA CREDIT CARD FUNDING, LLC
(Exact name of depositor as specified in its charter)
FIA CARD SERVICES, NATIONAL ASSOCIATION
(Exact name of sponsor as specified in its charter)
Delaware Delaware
(State or Other Jurisdiction of Incorporation) (State or Other Jurisdiction of Incorporation)
__________________________________________________________________ _______________________________________________________
c/o BA Credit Card Funding, LLC c/o BA Credit Card Funding, LLC
214 North Tryon Street 214 North Tryon Street
Suite #21-39, NC1-027-21-04 Suite #21-39, NC1-027-21-04
Charlotte, North Carolina 28255 Charlotte, North Carolina 28255
__________________________________________________________________ _______________________________________________________
(Address of Principal Executive Office) (Address of Principal Executive Office)
(704) 683-4915 (704) 683-4915
__________________________________________________________________ _______________________________________________________
(Telephone Number, including area code) (Telephone Number, including area code)
333-141948-02 333-141948-01
__________________________________________________________________ _______________________________________________________
(Commission File Numbers) (Commission File Numbers)
01-0864848 01-0864848
__________________________________________________________________ _______________________________________________________
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
__________________________________________________________________ _______________________________________________________
N/A N/A
__________________________________________________________________ _______________________________________________________
(Former name or address, if changed since last report) (Former name or address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
___________________________
* In accordance with relevant regulations of the Securities and Exchange Commission, the depositor files annual and other reports
with the Commission on behalf of the BA Credit Card Trust and the BA Master Credit Card Trust II under the Central Index Key (CIK)
number (0001128250) for the BA Credit Card Trust.
Section 8 - Other Events.
Item 8.01. Other Events.
On October 13, 2009 BA Credit Card Trust issued its BAseries Class B(2009-2) Notes.
On October 13, 2009 Richards, Layton & Finger, P.A. delivered its legality opinion with respect to BA Credit Card Trust,
BAseries Class B(2009-2) Notes.
Section 9 - Financial Statements and Exhibits.
Item 9.01(d). Exhibits.
The following are filed as Exhibits to this Report under Exhibits 4, 5 and 23:
4.1 Class B(2009-2) Terms Document, dated as of October 13, 2009.
5.1 Legality opinion of Richards, Layton & Finger, P.A. with respect to BAseries Class B(2009-2) Notes.
23.1 Consent of Richards, Layton & Finger, P.A. (included in opinions filed as Exhibit 5.1).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly authorized.
BA CREDIT CARD FUNDING, LLC
Acting solely in its capacity as
depositor of BA Master Credit Card Trust II and
BA Credit Card Trust
By: /s/ Keith W. Landis
Name: Keith W. Landis
Title: Vice President
October 13, 2009
EXHIBIT INDEX
Exhibit No. Description
4.1 Class B(2009-2) Terms Document, dated as of October 13, 2009.
5.1 Legality opinion of Richards, Layton & Finger, P.A. with respect to BAseries Class B(2009-2) Notes.
23.1 Consent of Richards, Layton & Finger, P.A. (included in opinions filed as Exhibit 5.1).
_______________________________________________________________________________________________________________________
BA CREDIT CARD TRUST
as Issuer
CLASS B(2009-2) TERMS DOCUMENT
dated as of October 13, 2009
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 MELLON
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(2009-2) 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...............................................................................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(2009-2) Notes; Depository; Denominations..........................10
Section 2.07. Delivery and Payment for the Class B(2009-2) Notes............................................10
Section 2.08. Targeted Deposits to the Accumulation Reserve Account.........................................10
Section 2.09. Modification of Section 3.10(b) of the Indenture Supplement...................................10
ARTICLE III
Representations and Warranties
Section 3.01. Issuer's Representations and Warranties.......................................................11
THIS CLASS B(2009-2) 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 MELLON, a New York banking corporation, as Indenture
Trustee (the "Indenture Trustee"), is made and entered into as of October 13, 2009.
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(2009-2) 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 Commencement Date" shall have the meaning specified in the Indenture Supplement; provided, however,
that solely with respect to the Class B(2009-2) Notes, wherever the word "twelve (12)" appears in the definition of "Accumulation
Commencement Date" in the Indenture Supplement, it shall be replaced with the word "eleven (11)."
"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 earlier 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(2009-2) Notes pursuant to Section 3.10(b) of the Indenture Supplement and (ii) the Monthly Period following the first
Transfer Date following and including the October 2009 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 11 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(2009-2) Notes and (ii) the date on which
the Class B(2009-2) 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 and the Class D Certificate (as such term is defined in the Series 2001-D Supplement), (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
Mellon 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(2009-2) Note" means any Note, substantially in the form set forth in Exhibit A-2 to the Indenture
Supplement, designated therein as a Class B(2009-2) Note and duly executed and authenticated in accordance with the Indenture.
"Class B(2009-2) Noteholder" means a Person in whose name a Class B(2009-2) Note is registered in the Note
Register.
"Class B(2009-2) Termination Date" means the earliest to occur of (a) the Principal Payment Date on which the
Outstanding Dollar Principal Amount of the Class
2
B(2009-2) 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 B Required Subordinated Amount of Class C Notes" is defined in Section 2.02(b).
"Controlled Accumulation Amount" means $27,272,727.27; provided, however, if the Accumulation Period Length is
determined to be less than eleven (11) months pursuant to Section 3.10(b)(ii) of the Indenture Supplement, as modified by this
Terms Document, the Controlled Accumulation Amount shall be the amount specified in the definition of "Controlled Accumulation
Amount" in the Indenture Supplement; provided further, however, that solely with respect to the Class B(2009-2) Notes, wherever
the word "twelve (12)" appears in the definition of "Controlled Accumulation Amount" in the Indenture Supplement, it shall be
replaced with the word "eleven (11)."
"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, 2010.
"Initial Dollar Principal Amount" means $300,000,000.
"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 16, 2009.
"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 13, 2009.
"Legal Maturity Date" means March 15, 2013.
"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 8, 2009 for the period from and including the Issuance Date to but
excluding November 16, 2009, and for each Interest Period thereafter, the second London Business Day prior to the Interest Payment
Date on which such Interest Period commences.
3
"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 2.50% 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 Mellon.
"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) the amount of Available Funds distributed pursuant to Sections 4.06(a)(ii) and (iii) of the Series 2001-D Supplement,
plus (c) any Interest Funding sub-Account Earnings on the related Transfer Date, plus (d) any amounts to be treated as BAseries
Available Funds pursuant to Sections 3.20(d) and 3.27(a) of the Indenture Supplement, plus (e) the BAseries Servicer Interchange
for such Monthly Period, minus (f) 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 (g)
the BAseries Investor Default Amount for such Monthly Period, minus (h) the Aggregate Class D Investor Default Amount (as such
term is defined in the Series 2001-D Supplement) for such Monthly Period, and the denominator of which is the Weighted Average
Floating Allocation Investor Interest (as such term is defined in the Series 2001-D Supplement) 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 October 2009 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(2009-2)
Notes as of the
4
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, twelve times 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 Floating Allocation Investor Interest (as such term is defined in the Series 2001-D Supplement) for such Monthly Period.
"Stated Principal Amount" means $300,000,000.
"Weighted Average Interest Rates" means, with respect to any Outstanding Notes of a class or tranche of the
BAseries or the Class D Certificate (as such term is defined in the Series 2001-D Supplement), or of all of the Outstanding Notes
of the BAseries and the Class D Certificate, on any date, the weighted average (weighted based on the Outstanding Dollar Principal
Amount of the related Notes on such date or, in the case of the Class D Certificate, based on the Class D Investor Interest (as
such term is defined in the Series 2001-D Supplement) on such date) of the following rates of interest:
(a) in the case of the Class D Certificate or a tranche of Dollar Interest-bearing Notes with no Derivative
Agreement for interest, the rate of interest applicable to that tranche or the Class D Certificate 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 B(2009-2) 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(2009-2) 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(2009-2) Notes shall be at least equal to the
Class B Required Subordinated Amount of Class C Notes for the Class B(2009-2) Notes. For purposes of this clause, the available
subordinated amount of Class C Notes for the Class B(2009-2) 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(2009-2) 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(2009-2) 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(2009-2) 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(2009-2) 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
7
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(2009-2) Notes) which are Outstanding on that date.
(ii) If an Early Redemption Event with respect to the Class B(2009-2) Notes shall have occurred, if an Event
of Default and acceleration of the Class B(2009-2) Notes shall have occurred or if the Class B Usage of the Class C Required
Subordinated Amount for the Class B(2009-2) 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(2009-2) 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(2009-2) 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 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 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(2009-2) 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 B(2009-2) Notes determined as of the Record Date
preceding the related Transfer Date. Interest on the Class B(2009-2) 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 B(2009-2) Interest Funding sub-Account the portion of BAseries Available Funds allocable to the Class
B(2009-2) Notes.
Section 2.04. Calculation Agent; Determination of LIBOR.
(a) The Issuer hereby agrees that for so long as any Class B(2009-2) 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
8
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(2009-2) 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 B(2009-2) 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.
9
(b) The right of the Class B(2009-2) Noteholders to receive payments from the Issuer will terminate on the
first Business Day following the Class B(2009-2) Termination Date.
Section 2.06. Form of Delivery of Class B(2009-2) Notes; Depository; Denominations.
(a) The Class B(2009-2) Notes shall be delivered in the form of a global Registered Note as provided in
Sections 202 and 301(i) of the Indenture, respectively.
(b) The Depository for the Class B(2009-2) Notes shall be The Depository Trust Company, and the Class
B(2009-2) Notes shall initially be registered in the name of Cede & Co., its nominee.
(c) The Class B(2009-2) 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 B(2009-2) Notes. The Issuer shall execute and deliver the
Class B(2009-2) Notes to the Indenture Trustee for authentication, and the Indenture Trustee shall deliver the Class B(2009-2)
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.
Section 2.09. Modification of Section 3.10(b) of the Indenture Supplement. Solely with respect to the Class
B(2009-2) Notes, Section 3.10(b) of the Indenture Supplement is modified to read as follows:
(a) Wherever the word "twelfth" appears in Section 3.10(b)(i) of the Indenture Supplement, it shall be replaced
with the word "eleventh."
(b) Wherever the word "twelve (12)" appears in Section 3.10(b)(ii) of the Indenture Supplement, it shall be
replaced with the word "eleven (11)."
[END OF ARTICLE II]
10
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.
11
[END OF ARTICLE III]
12
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 MELLON, 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(20092) Terms Document]
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October 13, 2009
BA Credit Card Funding, LLC
214 North Tryon Street, Suite #21-39 NC 1-027-21-04
Charlotte, NC 28255
Re: BA Credit Card Trust
Ladies and Gentlemen:
We have acted as special Delaware counsel for FIA Card Services, National Association, a national
banking association (the "Bank"), and BA Credit Card Funding, LLC, a Delaware limited liability company ("Funding"), in
connection with the Registration Statement on Form S-3 (Registration Nos. 333-141948, 333-141948-01 and 333-141948-02),
as amended (the "Registration Statement"), filed by Funding with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), for the registration under the Act of the BAseries Class B(2009-2) Notes
(collectively, the "Notes"), representing obligations of BA Credit Card Trust, a Delaware statutory trust (the "Trust"),
to be issued pursuant to the Indenture (as hereinafter defined). At your request, this opinion is being furnished to you.
We have made such inquiries and examined such documents as we have considered necessary or appropriate
for purposes of giving the opinions hereinafter set forth, including the examination of executed or conformed
counterparts, or copies otherwise proved to our satisfaction, of the following:
(a) The Certificate of Trust of the Trust, effective on May 4, 2001, as filed in the office of
the Secretary of State of the State of Delaware (the "Secretary of State") on May 4, 2001, as amended and restated by the
Amended and Restated Certificate of Trust of the Trust, effective on June 10, 2006, as filed in the office of the
Secretary of State on June 9, 2006;
(b) The Trust Agreement of the Trust, dated as of May 4, 2001, between the Bank, as beneficiary,
and Wilmington Trust Company, a Delaware banking corporation, as owner trustee (the "Owner Trustee");
(c) The Amended and Restated Trust Agreement of the Trust, dated as of May 24, 2001, as amended
by the First Amendment thereto, dated as of July 12, 2001, the Second Amendment thereto, dated as of August 1, 2002, the
Third Amendment thereto, dated as of June
BA Credit Card Funding, LLC
October 13, 2009
Page 2
27, 2003, and the Fourth Amendment thereto, dated as of January 27, 2006, each between the Bank, as beneficiary and transferor,
and the Owner Trustee, and acknowledged and accepted by the Trust;
(d) The Second Amended and Restated Trust Agreement of the Trust, dated as of June 10, 2006, between the
Bank, as beneficiary and transferor, and the Owner Trustee, and acknowledged and accepted by the Trust;
(e) The Third Amended and Restated Trust Agreement of the Trust, dated as of October 20, 2006, between
Funding, as beneficiary and transferor, and the Owner Trustee, and acknowledged and accepted by the Trust and the Bank;
(f) The Second Amended and Restated Indenture, dated as of October 20, 2006 (the "Master Indenture"),
between the Trust, as issuer, and The Bank of New York Mellon (formerly known as The Bank of New York), a New York banking
corporation, as indenture trustee (the "Indenture Trustee"), and acknowledged and accepted by the Bank, as supplemented by the
Amended and Restated BAseries Indenture Supplement, dated as of June 10, 2006 (the "Indenture Supplement"), between the Trust, as
issuer, and the Indenture Trustee, and as further supplemented by the Class B(2009-2) Terms Document, dated as of October 13,
2009 (the "Terms Document"), between the Trust, as issuer, and the Indenture Trustee (the Master Indenture, as supplemented by
the Indenture Supplement and the Terms Document, is hereinafter referred to as the "Indenture");
(g) The Registration Statement;
(h) The prospectus, dated October 1, 2009 (the "Prospectus"), and the prospectus supplement related to the
Notes, dated October 5, 2009 (the "Prospectus Supplement");
(i) A certificate of the Trust, dated October 13, 2009, as to certain matters; and
(j) A Certificate of Good Standing for the Trust, dated October 13, 2009, obtained from the Secretary of
State.
We have obtained or have been furnished with, and have relied upon with respect to factual matters, such
certificates, advices and assurances from public officials and others as we have deemed necessary or appropriate for purposes of
this opinion.
With respect to all documents examined by us, we have assumed that (i) all signatures on documents examined by us
are genuine, (ii) all documents submitted to us as originals are authentic, and (iii) all documents submitted to us as copies
conform with the original copies of those documents.
For purposes of this opinion, we have assumed, at the time of issuance and sale of the Notes, (i) except with
respect to the Bank, Funding and the Trust, the due authorization, execution and delivery by all parties thereto of all documents
examined by us, (ii) that the Bank
BA Credit Card Funding, LLC
October 13, 2009
Page 3
will have taken all necessary corporate action, Funding will have taken all necessary limited liability company action, and the
Trust will have taken all necessary trust action, to cause the issuance and sale of the Notes, (iii) that the issuance and sale of
the Notes will not be contrary to any applicable law, rule, regulation or order, and (iv) in connection with the documents of
which we have reviewed a form, that all blanks contained in such documents will be properly and appropriately completed, and
optional provisions included in such documents will be properly and appropriately selected, and as executed, such documents will
conform with the forms of the documents reviewed by us.
This opinion is limited to the laws of the State of Delaware and United States of America federal law, and we
have not considered and express no opinion on the laws of any other jurisdiction. Our opinions are rendered only with respect to
Delaware and United States of America federal laws and rules, regulations and orders thereunder which are currently in effect.
Based upon the foregoing, and upon our examination of such questions of law and statutes as we have considered
necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of
the opinion that, when the Notes have been duly executed, authenticated and delivered in accordance with the Indenture, paid for,
and sold in the manner described in the Registration Statement, any amendment thereto and the Prospectus and the Prospectus
Supplement, the Notes will be legally issued, fully paid, nonassessable and binding obligations of the Trust, and the holders of
the Notes will be entitled to the benefits of the Indenture. The foregoing opinion is subject to applicable bankruptcy,
insolvency, reorganization, arrangement, fraudulent transfer and conveyance, moratorium and other laws relating to or affecting
the rights of creditors generally, general principles of equity, including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing, and the possible unavailability of specific performance or injunctive relief,
regardless of whether considered and applied in a proceeding in equity or at law, and safety and soundness requirements.
We understand that you will file this opinion with the Securities and Exchange Commission as an exhibit to a
Current Report on Form 8-K for incorporation into the Registration Statement. We hereby consent to the filing of this opinion with
the Securities and Exchange Commission. We hereby consent to the use of our name under the heading "Legal Matters" in the
Prospectus. In giving the foregoing consent, we do not thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission thereunder.
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WAY/CYM/hjb
