The information in this prospectus supplement and the accompanying prospectus is not complete and
may be changed. This prospectus supplement and the accompanying prospectus are not an offer to
sell these securities and are not seeking an offer to buy these securities in any state where the
offer or sale is prohibited.
SUBJECT TO COMPLETION DATED MAY 8, 2007
Prospectus Supplement dated May [o], 2007 to Prospectus dated March 7, 2007
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FIA Card Services, National Association
Sponsor, Servicer and Originator
BA Credit Card Funding, LLC
Transferor and Depositor
BA Credit Card Trust
Issuing Entity
BAseries
The issuing entity will issue and sell: Class C(2007-2) Notes
Principal amount $150,000,000
Interest rate one-month LIBOR plus [o]% per year
(determined as described in the following
Class C(2007-2) summary)
Interest payment dates 15th day of each month,
beginning in July 2007
Expected principal payment date April 15, 2010
Legal maturity date September 17, 2012
Expected issuance date May [o], 2007
Proceeds to the issuing entity $[o] (or [o]%)
The Class C(2007-2) notes are a tranche of the Class C notes of the BAseries and will be offered by
the underwriters to investors at varying prices to be determined at the applicable time of sale.
The compensation of the underwriters will be a commission representing the difference between the
purchase price for the Class C(2007-2) notes paid to the issuing entity and the proceeds from the
sales of the Class C(2007-2) notes paid to the underwriters by investors.
Subordination: Interest and principal on the Class C notes of the BAseries are subordinated to
payments on the Class A notes and the Class B notes as described herein and in the accompanying
prospectus.
Credit Enhancement: The Class C(2007-2) notes will have the benefit of a Class C reserve
subaccount as described herein and in the accompanying prospectus.
____________________________________________________________________________________________________________________________________
You should consider the discussion under "Risk Factors" beginning on page 28 of the accompanying prospectus before you purchase any
notes.
The primary asset of the issuing entity is the collateral certificate, Series 2001-D. The collateral certificate represents an
undivided interest in BA Master Credit Card Trust II. Master Trust II's assets include receivables arising in a portfolio of unsecured
consumer revolving credit card accounts. The notes are obligations of the issuing entity only and are not obligations of BA Credit
Card Funding, LLC, FIA Card Services, National Association, their affiliates or any other person. Each tranche of notes will be
secured by specified assets of the issuing entity as described in this prospectus supplement and in the accompanying prospectus.
Noteholders will have no recourse to any other assets of the issuing entity for payment of the BAseries notes.
The notes are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency or
instrumentality.
____________________________________________________________________________________________________________________________________
Neither the SEC nor any state securities commission has approved the notes or determined that this
prospectus supplement or the prospectus is truthful, accurate or complete. Any representation to
the contrary is a criminal offense.
Underwriters
Banc of America Securities LLC
JPMorgan
RBS Greenwich Capital
Important Notice about Information Presented in this
Prospectus Supplement and the Accompanying Prospectus
We provide information to you about the notes in two separate documents:
(a) this prospectus supplement, which will describe the specific terms of the Class
C(2007-2) notes, and
(b) the accompanying prospectus, which provides general information about the BAseries notes
and each other series of notes which may be issued by the BA Credit Card Trust, some of which may
not apply to the BAseries or the Class C(2007-2) notes.
References to the prospectus mean the prospectus accompanying this prospectus supplement.
This prospectus supplement may be used to offer and sell the Class C(2007-2) notes only if
accompanied by the prospectus.
This prospectus supplement supplements disclosure in the prospectus.
You should rely only on the information provided in this prospectus supplement and the
prospectus including any information incorporated by reference. We have not authorized anyone to
provide you with different information.
We are not offering the Class C(2007-2) notes in any state where the offer is not
permitted. We do not claim the accuracy of the information in this prospectus supplement or the
prospectus as of any date other than the dates stated on their respective covers.
We include cross-references in this prospectus supplement and in the prospectus to captions
in these materials where you can find further related discussions. The Table of Contents in this
prospectus supplement and in the prospectus provide the pages on which these captions are located.
Parts of this prospectus supplement and the prospectus use defined terms. You can find a
listing of defined terms in the "Glossary of Defined Terms" beginning on page 176 in the prospectus.
________
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Table of Contents
Page
Class C(2007-2) Summary..................S-4
Transaction Parties......................S-8
BA Credit Card Trust.................S-8
BA Master Credit Card Trust II.......S-8
BA Credit Card Funding, LLC..........S-8
FIA and Affiliates...................S-9
Use of Securitization as a
Source of Funding............S-9
The Bank of New York................S-10
Wilmington Trust Company............S-10
The Class C(2007-2) Notes...............S-10
Securities Offered..................S-10
The BAseries........................S-10
Interest............................S-11
Principal...........................S-12
Nominal Liquidation Amount..........S-13
Subordination; Credit Enhancement...S-13
Required Subordinated Amount........S-14
Class C Reserve Account.............S-16
Revolving Period....................S-16
Early Redemption of Notes...........S-17
Optional Redemption by the Issuing
Entity..........................S-17
Events of Default...................S-17
Issuing Entity Accounts.............S-17
Security for the Notes..............S-18
Limited Recourse to the Issuing
Entity..........................S-18
Accumulation Reserve Account........S-19
Shared Excess Available Funds.......S-19
Stock Exchange Listing..............S-19
Ratings.............................S-19
Underwriting............................S-20
Annex I:
The Master Trust II Portfolio..........A-I-1
General............................A-I-1
Delinquency and Principal
Charge-Off Experience..........A-I-1
Revenue Experience.................A-I-3
Interchange........................A-I-5
Principal Payment Rates............A-I-5
Renegotiated Loans and
Re-Aged Accounts...............A-I-6
The Receivables....................A-I-6
Annex II:
Outstanding Series, Classes and
Tranches of Notes.................A-II-1
Annex III:
Outstanding Master Trust II Series...A-III-1
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Class C(2007-2) Summary
This summary does not contain all the information you may need to make an informed
investment decision. You should read this prospectus supplement and the prospectus in their
entirety before you purchase any notes.
Only the Class C(2007-2) notes are being offered through this prospectus supplement and the
prospectus. Other series, classes and tranches of BA Credit Card Trust notes, including other
tranches of notes that are included in the BAseries as a part of the Class C notes or other notes
that are included in the Class C(2007-2) tranche, may be issued by the BA Credit Card Trust in the
future without the consent of, or prior notice to, any noteholders.
Other series of certificates of master trust II may be issued without the consent of, or
prior notice to, any noteholders or certificateholders.
Transaction Parties
Issuing Entity of the Notes BA Credit Card Trust
Issuing Entity of the Collateral Certificate BA Master Credit Card Trust II
Sponsor, Servicer and Originator FIA Card Services, National Association
Transferor and Depositor BA Credit Card Funding, LLC
Master Trust II Trustee, Indenture Trustee The Bank of New York
Owner Trustee Wilmington Trust Company
Assets
Primary Asset of the Issuing Entity Master trust II, Series 2001-D Collateral Certificate
Collateral Certificate Undivided interest in master trust II
Primary Assets of Master Trust II Receivables in unsecured revolving credit card accounts
Accounts and Receivables (as of beginning of the Principal receivables: $86,599,700,796
day on March 22, 2007) Finance charge receivables: $1,493,717,828
Account average principal balance: $1,684
Account average credit limit: $13,867
Account average age: approximately 87
months
Account billing addresses: all 50 States plus the
District of Columbia
and Puerto Rico
Aggregate total receivable balance as a
percentage of aggregate total credit limit: 12.4%
Accounts (as of March 31, 2007) With regard to statements prepared for
cardholders during March 2007 only, accounts
that had cardholders that made the minimum
payment under the terms of the related credit
card agreement: 3.59%
With regard to statements prepared for
cardholders during March 2007 only, accounts
that had cardholders that paid their full
balance under the terms of the related credit
card agreement: 9.55%
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Asset Backed Securities Offered Class C(2007-2)
Class Class C
Series BAseries
Initial Principal Amount $150,000,000
Initial Nominal Liquidation Amount $150,000,000
Expected Issuance Date May [o], 2007
Subordination The Class C(2007-2) notes will be subordinated to the Class A and Class
B notes.
Accumulation Reserve Account Targeted Deposit 0.5% of the outstanding dollar principal amount of the Class C(2007-2)
notes.
Class C Reserve Account
Targeted Deposit Nominal liquidation amount of all BAseries notes multiplied by the
applicable funding percentage.
Funding Percentage Three-month average
excess available funds % Funding %
_______________________________________________________________________
4.50% or greater 0.00%
4.00% to 4.49% 1.25%
3.50% to 3.99% 2.00%
3.00% to 3.49% 2.75%
2.50% to 2.99% 3.50%
2.00% to 2.49% 4.50%
1.99% or less 6.00%
Increases in the funding percentage will lead to a larger targeted
deposit to the Class C reserve account, and therefore also to the
related Class C reserve subaccount for these Class C(2007-2) notes.
Funds on deposit in this Class C reserve subaccount will be available
to cover shortfalls in interest and principal on the Class C(2007-2)
notes. However, amounts on deposit in the Class C reserve subaccount
may have been reduced due to withdrawals to cover shortfalls in
interest or principal due in prior periods. In addition, the Class C
reserve subaccount may not be fully funded if Available Funds after
giving effect to prior required deposits are insufficient to make the
full targeted deposit into the Class C reserve subaccount.
Excess Available Funds Percentage Excess of Portfolio Yield over Base Rate. See "Class C(2007-2)
Notes-Class C Reserve Account."
Risk Factors Investment in the Class C(2007-2) notes involves risks. You should
consider carefully the risk factors beginning on page 28 in the
prospectus.
Interest
Interest Rate London interbank offered rate for U.S. dollar deposits for a one-month
period (or, for the first interest accrual period, the rate that
corresponds to the actual number of days in the first interest accrual
period) (LIBOR) as of each LIBOR determination date plus [o]% per year.
LIBOR Determination Dates May [o], 2007 for the period from and including the issuance date to
but excluding July 16, 2007, and for each interest accrual period
thereafter, the date that is two London Business Days before each
distribution date.
Distribution Dates July 16, 2007 and the 15th day of each following calendar month (or the
next Business Day if the 15th is not a Business Day).
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London Business Day London, New York, New York and Newark, Delaware banking day
Interest Accrual Method Actual/360
Interest Accrual Periods From and including the issuance date to but excluding the first
interest payment date and then from and including each interest payment
date to but excluding the next interest payment date.
Interest Payment Dates Each distribution date starting on July 16, 2007
First Interest Payment Date July 16, 2007
Business Day New York, New York and Newark, Delaware
Principal
Expected Principal Payment Date April 15, 2010
Legal Maturity Date September 17, 2012
Revolving Period End Between 12 and 1 months prior to expected principal payment date
Servicing Fee 2% of the nominal liquidation amount
Anticipated Ratings The Class C(2007-2) notes must be rated by at least one of the
following nationally recognized rating agencies:
Moody's: Baa2
Standard & Poor's: BBB
Fitch: BBB
Early Redemption Events Early redemption events applicable to the Class C(2007-2) notes include
the following: (i) the occurrence of the expected principal payment
date for such notes; (ii) each of the Pay Out Events described under
"Master Trust II-Pay Out Events" in the prospectus; (iii) the issuing
entity becoming an "investment company" within the meaning of the
Investment Company Act of 1940, as amended; and (iv) for any date the
amount of Excess Available Funds for the BAseries averaged over the 3
preceding calendar months is less than the Required Excess Available
Funds for the BAseries for such date. See "The Indenture-Early
Redemption Events" in the prospectus.
Events of Default Events of default applicable to the Class C(2007-2) notes include the
following: (i) the issuing entity's failure, for a period of 35 days,
to pay interest upon such notes when such interest becomes due and
payable; (ii) the issuing entity's failure to pay the principal amount
of such notes on the applicable legal maturity date; (iii) the issuing
entity's default in the performance, or breach, of any other of its
covenants or warranties, as discussed in the prospectus; and (iv) the
occurrence of certain events of bankruptcy, insolvency, conservatorship
or receivership of the issuing entity. See "The Indenture-Events of
Default" in the prospectus.
Optional Redemption If the nominal liquidation amount is less than 5% of the highest
outstanding dollar principal amount.
ERISA Eligibility Yes, subject to important considerations described under "Benefit Plan
Investors" in the prospectus (investors are cautioned to consult with
their counsel).
S-6
Tax Treatment Debt for U.S. federal income tax purposes, subject to important
considerations described under "Federal Income Tax Consequences" in the
prospectus (investors are cautioned to consult with their tax counsel).
Stock Exchange Listing The issuing entity will apply to list the Class C(2007-2) notes on a
stock exchange in Europe. The issuing entity cannot guarantee that the
application for the listing will be accepted or that, if accepted, the
listing will be maintained. To determine whether the Class C(2007-2)
notes are listed on a stock exchange you may contact the issuing entity
c/o Wilmington Trust Company, Rodney Square North, 1100 N. Market
Street, Wilmington, Delaware 19890-0001, telephone number:
(302) 636-1000.
Clearing and Settlement DTC/Clearstream/Euroclear
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Transaction Parties
BA Credit Card Trust
The notes will be issued by BA Credit Card Trust (referred to as the issuing entity). For a
description of the limited activities of the issuing entity, see "Transaction Parties-BA Credit
Card Trust" in the prospectus.
BA Master Credit Card Trust II
BA Master Credit Card Trust II (referred to as master trust II) issued the collateral
certificate. See "Transaction Parties-BA Master Credit Card Trust II" and "Master Trust II" in the
prospectus. The collateral certificate is the issuing entity's primary source of funds for the
payment of principal of and interest on the notes. The collateral certificate is an investor
certificate that represents an undivided interest in the assets of master trust II. Master trust
II's assets primarily include receivables from selected MasterCard®, Visa® and American Express®
unsecured revolving credit card accounts that meet the eligibility criteria for inclusion in master
trust II. These eligibility criteria are discussed under "Master Trust II-Addition of Master Trust
II Assets."
The credit card receivables in master trust II consist primarily of finance charge
receivables and principal receivables. Finance charge receivables include periodic finance
charges, cash advance fees, late charges and certain other fees billed to cardholders, annual
membership fees and recoveries on receivables in Defaulted Accounts. Principal receivables include
amounts charged by cardholders for merchandise and services, amounts advanced to cardholders as
cash advances and all other fees billed to cardholders that are not considered finance charge
receivables.
In addition, Funding is permitted to add to master trust II participation interests in pools
of assets that primarily consist of receivables arising under revolving credit card accounts owned
by FIA and collections on such receivables.
See "Annex I: The Master Trust II Portfolio" in this prospectus supplement for detailed
financial information on the receivables and the accounts.
The collateral certificate is the certificate comprising the Series 2001-D certificate
issued by master trust II. Other series of certificates may be issued by master trust II in the
future without prior notice to or the consent of any noteholders or certificateholders. See "Annex
III: Outstanding Master Trust II Series" in this prospectus supplement for information on the other
outstanding series issued by master trust II.
BA Credit Card Funding, LLC
BA Credit Card Funding, LLC (referred to as Funding), a limited liability company formed
under the laws of Delaware and a subsidiary of Banc of America Consumer Card Services, LLC, an
indirect subsidiary of FIA, is the transferor and depositor to master trust II. Funding is also
the holder of the Transferor Interest in master trust II and the beneficiary of the issuing
entity. On the Substitution Date, Funding was substituted for FIA as the transferor of
S-8
receivables to master trust II, as holder of the Transferor Interest in master trust II, and as
beneficiary of the issuing entity pursuant to the trust agreement. See "Transaction Parties-BA Credit
Card Funding, LLC" in the prospectus for a description of Funding and its responsibilities.
FIA and Affiliates
FIA Card Services, National Association (referred to as FIA) is a national banking
association. FIA is an indirect subsidiary of Bank of America Corporation.
FIA formed master trust II on August 4, 1994. Prior to the substitution of Funding as
transferor of receivables to master trust II, which coincided with the merger of Bank of America,
National Association (USA) with and into FIA, FIA transferred receivables to master trust II. In
addition, prior to this substitution and merger, FIA was the holder of the Transferor Interest in
master trust II, the transferor of the collateral certificate to the issuing entity pursuant to the
trust agreement, and the sole beneficiary of the issuing entity. At the time of this substitution
and merger, FIA's economic interest in the Transferor Interest in master trust II was transferred
to Funding through Banc of America Consumer Card Services, LLC (referred to as BACCS). In
addition, from and after this substitution and merger, FIA has transferred, and will continue to
transfer, to BACCS the receivables arising in certain of the U.S. consumer credit card accounts
originated or acquired by FIA. BACCS has sold and may continue to sell receivables to Funding for
addition to master trust II. The receivables transferred to master trust II have been and will
continue to be generated from transactions made by cardholders of selected MasterCard, Visa and
American Express credit card accounts from the portfolio of MasterCard, Visa and American Express
accounts originated or acquired by FIA (such portfolio of accounts is referred to as the Bank
Portfolio).
BACCS is a limited liability company formed under the laws of North Carolina and an indirect
subsidiary of FIA.
FIA is responsible for servicing, managing and making collections on the credit card
receivables in master trust II. See "Transaction Parties-FIA and Affiliates" in the prospectus for
a description of FIA, BACCS and each of their respective responsibilities.
See "Transaction Parties-FIA and Affiliates" and "FIA's Credit Card Activities" in the
prospectus for a discussion of FIA's servicing practices and its delegation of servicing functions
to its operating subsidiary Banc of America Card Servicing Corporation.
Use of Securitization as a Source of Funding
FIA has been securitizing credit card receivables since 1986. FIA created master trust II
on August 4, 1994. BA Credit Card Trust, the issuing entity, was created on May 4, 2001. In
addition to sponsoring the securitization of the credit card receivables in master trust II, FIA
and its affiliates are the sponsors to other master trusts securitizing other consumer and small
business lending products.
FIA uses a variety of funding sources to meet its liquidity goals. Funding sources for FIA
have included, but are not limited to, securitization and debt issuances.
S-9
The Bank of New York
The Bank of New York, a New York banking corporation, is the indenture trustee under the
indenture for the notes and the trustee under the pooling and servicing agreement (referred to
herein and in the prospectus as the master trust II agreement) for the master trust II investor
certificates. See "The Indenture-Indenture Trustee" in the prospectus for a description of the
limited powers and duties of the indenture trustee and "Master Trust II-Master Trust II Trustee" in
the prospectus for a description of the limited powers and duties of the master trust II trustee.
See "Transaction Parties-The Bank of New York" in the prospectus for a description of The Bank of
New York.
Wilmington Trust Company
Wilmington Trust Company, a Delaware banking corporation, is the owner trustee of the
issuing entity. See "Transaction Parties-Wilmington Trust Company" in the prospectus for a
description of the ministerial powers and duties of the owner trustee and for a description of
Wilmington Trust Company.
The Class C(2007-2) Notes
The Class C(2007-2) notes will be issued by the issuing entity pursuant to the indenture and
the BAseries indenture supplement. The following discussion and the discussions under "The Notes"
and "The Indenture" in the prospectus summarize the material terms of the Class C(2007-2) notes,
the indenture and the BAseries indenture supplement. These summaries do not purport to be complete
and are qualified in their entirety by reference to the provisions of the Class C(2007-2) notes,
the indenture and the BAseries indenture supplement. So long as the conditions to issuance are met
or waived, additional Class C(2007-2) notes may be issued on any date or in any amount. There is
no limit on the total dollar principal amount of Class C(2007-2) notes that may be issued. See
"The Notes-Issuances of New Series, Classes and Tranches of Notes" in the prospectus for a
description of the conditions to issuance.
Securities Offered
The Class C(2007-2) notes are part of a series of notes called the BAseries. The BAseries
consists of Class A notes, Class B notes and Class C notes. The Class C(2007-2) notes are a
tranche of Class C notes of the BAseries. The Class C(2007-2) notes are issued by, and are
obligations of, the BA Credit Card Trust.
On the expected issuance date, the Class C(2007-2) notes are expected to be the
twenty-eighth tranche of Class C notes outstanding in the BAseries.
The BAseries
The BAseries notes will be issued in classes. Each class of notes has multiple tranches,
which may be issued at different times and have different terms (including different interest
rates, interest payment dates, expected principal payment dates, legal maturity dates or other
characteristics). Whenever a "class" of notes is referred to in this prospectus supplement or the
prospectus, it includes all tranches of that class of notes, unless the context otherwise requires.
S-10
Notes of any tranche can be issued on any date so long as a sufficient amount of
subordinated notes or other acceptable credit enhancement has been issued and is outstanding. See
"The Notes-Issuances of New Series, Classes and Tranches of Notes" in the prospectus. The expected
principal payment dates and legal maturity dates of tranches of senior and subordinated classes of
the BAseries may be different. Therefore, subordinated notes may have expected principal payment
dates and legal maturity dates earlier than some or all senior notes of the BAseries. Subordinated
notes will generally not be paid before their legal maturity date unless, after payment, the
remaining outstanding subordinated notes provide the credit enhancement required for the senior
notes.
In general, the subordinated notes of the BAseries serve as credit enhancement for all of
the senior notes of the BAseries, regardless of whether the subordinated notes are issued before,
at the same time as, or after the senior notes of the BAseries. However, certain tranches of
senior notes may not require subordination from each class of notes subordinated to it. For
example, a tranche of Class A notes may be credit enhanced solely from Class C notes. In this
example, the Class B notes will not provide credit enhancement for that tranche of Class A notes.
The amount of credit exposure of any particular tranche of notes is a function of, among other
things, the total outstanding principal amount of notes issued, the required subordinated amount,
the amount of usage of the required subordinated amount and the amount on deposit in the senior
tranches' principal funding subaccounts.
As of the date of this prospectus supplement, the BAseries is the only issued and
outstanding series of the issuing entity. See "Annex II: Outstanding Series, Classes and Tranches
of Notes" for information on the other outstanding notes issued by the issuing entity.
Interest
Interest on the Class C(2007-2) notes will accrue at a floating rate equal to the London
interbank offered rate for U.S. dollar deposits for a one-month period (or, for the first interest
accrual period, the rate that corresponds to the actual number of days in the first interest
accrual period) (LIBOR) plus a spread as specified on the cover page of this prospectus supplement.
LIBOR appears on Reuters Screen LIBOR01 Page (or comparable replacement page) and will be
the rate available at 11:00 a.m., London time, on the related LIBOR determination date. If the rate
does not appear on that page, the rate will be the average of the rates offered by four prime banks
in London. If fewer than two London banks provide a rate at the request of the indenture trustee,
the rate will be the average of the rates offered by four major banks in New York City.
Interest on the Class C(2007-2) notes for any interest payment date will equal the product
of:
o the Class C(2007-2) note interest rate for the applicable interest accrual period;
multiplied by
o the actual number of days in the related interest accrual period divided by 360;
multiplied by
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o the outstanding dollar principal amount of the Class C(2007-2) notes as of the related
record date.
Generally, no payment of interest will be made on any Class B BAseries note until the
required payment of interest has been made to all Class A BAseries notes. Likewise, generally, no
payment of interest will be made on any Class C BAseries note until the required payment of
interest has been made to all Class A and Class B BAseries notes. However, funds on deposit in the
Class C reserve account will be available only to holders of Class C notes to cover shortfalls of
interest on Class C notes on any interest payment date. The Class C(2007-2) notes generally will
not receive interest payments on any payment date until the Class A notes and Class B notes have
received their full interest payment on that date.
The issuing entity will pay interest on the Class C(2007-2) notes solely from the portion of
BAseries Available Funds and from other amounts that are available to the Class C(2007-2) notes
under the indenture and the BAseries indenture supplement after giving effect to all allocations
and reallocations. If those sources are not sufficient to pay the interest on the Class C(2007-2)
notes, Class C(2007-2) noteholders will have no recourse to any other assets of the issuing entity,
FIA, BACCS, Funding or any other person or entity for the payment of interest on those notes.
Principal
The issuing entity expects to pay the stated principal amount of the Class C(2007-2) notes
in one payment on its expected principal payment date, and is obligated to do so if funds are
available for that purpose and not required for subordination. If the stated principal amount of
the Class C(2007-2) notes is not paid in full on the expected principal payment date due to
insufficient funds or insufficient credit enhancement, noteholders will generally not have any
remedies against the issuing entity until the legal maturity date of the Class C(2007-2) notes.
In addition, if the stated principal amount of the Class C(2007-2) notes is not paid in full
on the expected principal payment date, then an early redemption event will occur for the
Class C(2007-2) notes and, subject to the principal payment rules described under
"-Subordination; Credit Enhancement" and "-Required Subordinated Amount" below, principal and
interest payments on the Class C(2007-2) notes will be made monthly until they are paid in full or
until the legal maturity date occurs, whichever is earlier.
Principal of the Class C(2007-2) notes will begin to be paid earlier than the expected
principal payment date if any other early redemption event or an event of default and acceleration
occurs for the Class C(2007-2) notes. See "The Notes-Early Redemption of Notes," "The
Indenture-Early Redemption Events" and "-Events of Default" in the prospectus.
The issuing entity will pay principal on the Class C(2007-2) notes solely from the portion
of BAseries Available Principal Amounts and from other amounts which are available to the Class
C(2007-2) notes under the indenture and the BAseries indenture supplement after giving effect to
all allocations and reallocations. If those sources are not sufficient to pay the principal of the
Class C(2007-2) notes, Class C(2007-2) noteholders will have no recourse to any other
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assets of the issuing entity, Funding, BACCS, FIA or any other person or entity for the payment of
principal on those notes.
Nominal Liquidation Amount
The nominal liquidation amount of a tranche of notes corresponds to the portion of the
investor interest of the collateral certificate that is available to support that tranche of
notes. Generally, the nominal liquidation amount is used to determine the amount of Available
Principal Amounts and Available Funds that are available to pay principal of and interest on the
notes. For a more detailed discussion of nominal liquidation amount, see "The Notes-Stated
Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation Amount" in the
prospectus.
Subordination; Credit Enhancement
Credit enhancement for the Class C(2007-2) notes will be provided by the Class C reserve
subaccount.
Principal and interest payments on Class B and Class C BAseries notes are subordinated to
payments on Class A BAseries notes as described above under "-Interest" and
"-Principal." Subordination of Class B and Class C BAseries notes provides credit enhancement for
Class A BAseries notes.
Principal and interest payments on Class C BAseries notes are subordinated to payments on
Class A and Class B BAseries notes as described above under "-Interest" and
"-Principal." Subordination of Class C BAseries notes provides credit enhancement for Class A and
Class B BAseries notes.
BAseries Available Principal Amounts allocable to subordinated classes of BAseries notes
(such as the Class C(2007-2) notes) may be reallocated to pay interest on senior classes of
BAseries notes or to pay a portion of the master trust II servicing fee allocable to the BAseries,
subject to certain limitations. See "Sources of Funds to Pay the Notes-Deposit and Application of
Funds for the BAseries-Application of BAseries Available Principal Amounts" in the prospectus. The
nominal liquidation amount of the subordinated notes will be reduced by the amount of those
reallocations. In addition, charge-offs due to uncovered defaults on principal receivables in
master trust II allocable to the BAseries generally are reallocated from the senior classes to the
subordinated classes of the BAseries. See "Sources of Funds to Pay the Notes-Deposit and
Application of Funds for the BAseries-Allocations of Reductions from Charge-Offs" in the
prospectus. The nominal liquidation amount of the subordinated notes will be reduced by the amount
of charge-offs reallocated to those subordinated notes. See "The Notes-Stated Principal Amount,
Outstanding Dollar Principal Amount and Nominal Liquidation Amount-Nominal Liquidation Amount" and
"Master Trust II-Defaulted Receivables; Rebates and Fraudulent Charges" in the prospectus.
BAseries Available Principal Amounts remaining after any reallocations described above will
be applied to make targeted deposits to the principal funding subaccounts of senior notes before
being applied to make targeted deposits to the principal funding subaccounts of the
S-13
subordinated notes if the remaining amounts are not sufficient to make all required targeted deposits.
In addition, principal payments on subordinated classes of BAseries notes are subject to the
principal payment rules described below in "-Required Subordinated Amount."
In the BAseries, payment of principal may be made on a subordinated class of notes before
payment in full of each senior class of notes only under the following circumstances:
o If after giving effect to the proposed principal payment the outstanding subordinated
notes are still sufficient to support the outstanding senior notes. See "Sources of
Funds to Pay the Notes-Deposit and Application of Funds for the BAseries-Targeted
Deposits of BAseries Available Principal Amounts to the Principal Funding Account" and
"-Allocation to Principal Funding Subaccounts" in the prospectus. For example, if a
tranche of Class A notes has been repaid, this generally means that, unless other Class A
notes are issued, at least some Class B notes and Class C notes may be repaid when they
are expected to be repaid even if other tranches of Class A notes are outstanding.
o If the principal funding subaccounts for the senior classes of notes have been
sufficiently prefunded as described in "Sources of Funds to Pay the Notes-Deposit and
Application of Funds for the BAseries-Targeted Deposits of BAseries Available Principal
Amounts to the Principal Funding Account-Prefunding of the Principal Funding Account for
Senior Classes" in the prospectus.
o If new tranches of subordinated notes are issued so that the subordinated notes that have
reached their expected principal payment date are no longer necessary to provide the
required subordination.
o If the subordinated tranche of notes reaches its legal maturity date and there is a sale
of credit card receivables as described in "Sources of Funds to Pay the Notes-Sale of
Credit Card Receivables" in the prospectus.
Required Subordinated Amount
In order to issue notes of a senior class of the BAseries, the required subordinated amount
of subordinated notes for those senior notes must be outstanding and available on the issuance
date. Generally, the required subordinated amount of subordinated notes for each tranche of Class A
BAseries notes is equal to a stated percentage of the adjusted outstanding dollar principal amount
of that tranche of Class A notes.
The required subordinated amount of Class C notes for each tranche of Class B BAseries notes
will vary depending on its pro rata share of the Class A required subordinated amount of Class C
notes for all Class A BAseries notes that require any credit enhancement from Class B BAseries
notes, and its pro rata share of the portion of the adjusted outstanding dollar principal amount of
all Class B BAseries notes that is not providing credit enhancement to the Class A notes.
S-14
For an example of the calculations of the BAseries required subordinated amounts, see the
chart titled "BAseries Required Subordinated Amounts" in the prospectus.
Reductions in the adjusted outstanding dollar principal amount of a tranche of senior notes
of the BAseries will generally result in a reduction in the required subordinated amount for that
tranche. Additionally, a reduction in the required subordinated amount of Class C notes for a
tranche of Class B BAseries notes may occur due to:
o a decrease in the aggregate adjusted outstanding dollar principal amount of Class A
BAseries notes,
o a decrease in the Class A required subordinated amount of Class B or Class C notes for
outstanding tranches of Class A BAseries notes, or
o the issuance of additional Class B BAseries notes.
However, if an early redemption event or event of default and acceleration for any tranche of Class
B BAseries notes occurs, or if on any day its usage of the required subordinated amount of Class C
notes exceeds zero, the required subordinated amount of Class C notes for that tranche of Class B
notes will not decrease after that early redemption event or event of default and acceleration or
after the date on which its usage of the required subordinated amount of Class C notes exceeds zero.
The percentages used in, or the method of calculating, the required subordinated amounts
described above may change without the consent of any noteholders if the rating agencies consent.
In addition, the percentages used in, or the method of calculating, the required subordinated
amount of subordinated notes of any tranche of BAseries notes (including other tranches in the same
class) may be different than the percentages used in, or the method of calculating, the required
subordinated amounts for the Class C(2007-2) notes. In addition, if the rating agencies consent,
the issuing entity, without the consent of any noteholders, may utilize forms of credit enhancement
other than subordinated notes in order to provide senior classes of notes with the required credit
enhancement.
No payment of principal will be made on any Class B BAseries note unless, following the
payment, the remaining available subordinated amount of Class B BAseries notes is at least equal to
the required subordinated amount of Class B notes for the outstanding Class A BAseries notes less
any usage of the required subordinated amount of Class B notes for the outstanding Class A BAseries
notes. Similarly, no payment of principal will be made on any Class C BAseries note unless,
following the payment, the remaining available subordinated amount of Class C BAseries notes is at
least equal to the required subordinated amount of Class C notes for the outstanding Class A and
Class B BAseries notes less any usage of the required subordinated amount of Class C notes for the
outstanding Class A and Class B BAseries notes. However, there are some exceptions to this rule.
See "-Subordination; Credit Enhancement" above and "The Notes-Subordination of Interest and
Principal" in the prospectus.
S-15
Class C Reserve Account
The issuing entity will establish a Class C reserve subaccount to provide credit enhancement
solely for the holders of the Class C(2007-2) notes. The Class C reserve subaccount will initially
not be funded. The Class C reserve subaccount will not be funded unless and until the three-month
average of the Excess Available Funds Percentage falls below the levels described in the table in
"Class C(2007-2) Summary-Asset Backed Securities Offered-Class C Reserve Account-Funding Percentage"
in this prospectus supplement or an early redemption event or event of default occurs for the Class
C(2007-2) notes.
Funds on deposit in this Class C reserve subaccount will be available to holders of the
Class C(2007-2) notes to cover shortfalls of interest payable on interest payment dates. Funds on
deposit in this Class C reserve subaccount will also be available to holders of the
Class C(2007-2) notes to cover certain shortfalls in principal. Only the holders of
Class C(2007-2) notes will have the benefit of this Class C reserve subaccount. See "Sources of
Funds to Pay the Notes-Deposit and Application of Funds for the BAseries-Withdrawals from the Class
C Reserve Account" in the prospectus.
The table in "Class C(2007-2) Summary-Asset Backed Securities Offered-Class C Reserve
Account-Funding Percentage" in this prospectus supplement indicates the amount required to be on
deposit in the Class C reserve subaccount for the Class C(2007-2) notes. For any month the amount
targeted to be on deposit is equal to (i) the funding percentage (which corresponds to the average
of the Excess Available Funds Percentage for each of the preceding three consecutive months as
indicated in the table), multiplied by the sum of the initial dollar principal amounts of all
outstanding BAseries notes, multiplied by (ii) the nominal liquidation amount of the Class
C(2007-2) notes divided by the nominal liquidation amount of all Class C BAseries notes.
The amount targeted to be in the Class C reserve subaccount will be adjusted monthly to the
percentages specified in the table in "Class C(2007-2) Summary-Asset Backed Securities
Offered-Class C Reserve Account-Funding Percentage" in this prospectus supplement as the three-month
average of the Excess Available Funds Percentage rises or falls. If an early redemption event or
event of default occurs for the Class C(2007-2) notes, the targeted Class C reserve subaccount
amount will be the aggregate adjusted outstanding dollar principal amount of the Class C(2007-2)
notes. See "Sources of Funds to Pay the Notes-Deposit and Application of Funds for the
BAseries-Targeted Deposits to the Class C Reserve Account" in the prospectus.
Revolving Period
Until principal amounts are needed to be accumulated to pay the Class C(2007-2) notes,
principal amounts allocable to the Class C(2007-2) notes will either be applied to other BAseries
notes which are accumulating principal or paid to Funding as holder of the Transferor Interest.
This period is commonly referred to as the revolving period. Unless an early redemption event or
event of default for the Class C(2007-2) notes occurs, the revolving period is expected to end
twelve calendar months prior to the expected principal payment date. However, if the servicer
reasonably expects that less than twelve months will be required to fully accumulate principal
amounts in an amount equal to the outstanding dollar principal amount of the Class C(2007-2)
S-16
notes, the end of the revolving period may be delayed. See "Sources of Funds to Pay the Notes-Deposit
and Application of Funds for the BAseries-Targeted Deposits of BAseries Available Principal Amounts to
the Principal Funding Account-Budgeted Deposits" in the prospectus.
Early Redemption of Notes
The early redemption events applicable to all notes, including the Class C(2007-2) notes,
are described in "The Notes-Early Redemption of Notes" and "The Indenture-Early Redemption Events"
in the prospectus.
Optional Redemption by the Issuing Entity
Funding, so long as it is an affiliate of the servicer, has the right, but not the
obligation, to direct the issuing entity to redeem the Class C(2007-2) notes in whole but not in
part on any day on or after the day on which the nominal liquidation amount of the Class C(2007-2)
notes is reduced to less than 5% of their highest outstanding dollar principal amount. This
repurchase option is referred to as a clean-up call.
The issuing entity will not redeem subordinated notes if those notes are required to provide
credit enhancement for senior classes of notes of the BAseries.
If the issuing entity is directed to redeem the Class C(2007-2) notes, it will notify the
registered holders at least thirty days prior to the redemption date. The redemption price of a
note will equal 100% of the outstanding principal amount of that note, plus accrued but unpaid
interest on the note to but excluding the date of redemption.
If the issuing entity is unable to pay the redemption price in full on the redemption date,
monthly payments on the Class C(2007-2) notes will thereafter be made, subject to the principal
payment rules described above under "-Subordination; Credit Enhancement," until either the
principal of and accrued interest on the Class C(2007-2) notes are paid in full or the legal
maturity date occurs, whichever is earlier. Any funds in the principal funding subaccount, the
interest funding subaccount and the Class C reserve subaccount for the Class C(2007-2) notes will
be applied to make the principal and interest payments on the notes on the redemption date.
Events of Default
The Class C(2007-2) notes are subject to certain events of default described in "The
Indenture-Events of Default" in the prospectus. For a description of the remedies upon the
occurrence of an event of default, see "The Indenture-Events of Default Remedies" and "Sources of
Funds to Pay the Notes-Sale of Credit Card Receivables" in the prospectus.
Issuing Entity Accounts
The issuing entity has established a principal funding account, an interest funding account,
an accumulation reserve account and a Class C reserve account for the benefit of the BAseries. The
principal funding account, the interest funding account, the accumulation reserve account and the
Class C reserve account will have subaccounts for the Class C(2007-2) notes.
S-17
Each month, distributions on the collateral certificate and other amounts will be deposited
in the issuing entity accounts and allocated to the notes as described in the prospectus.
Security for the Notes
The Class C(2007-2) notes are secured by a shared security interest in:
o the collateral certificate;
o the collection account;
o the applicable principal funding subaccount;
o the applicable interest funding subaccount;
o the applicable accumulation reserve subaccount; and
o the applicable Class C reserve subaccount.
However, the Class C(2007-2) notes are entitled to the benefits of only that portion of the
assets allocated to them under the indenture and the BAseries indenture supplement.
See "Sources of Funds to Pay the Notes-The Collateral Certificate" and "-Issuing Entity
Accounts" in the prospectus.
Limited Recourse to the Issuing Entity
The sole sources of payment for principal of or interest on the Class C(2007-2) notes are
provided by:
o the portion of the Available Principal Amounts and Available Funds allocated to the
BAseries and available to the Class C(2007-2) notes after giving effect to any
reallocations, payments and deposits for senior notes, and
o funds in the applicable issuing entity accounts for the Class C(2007-2) notes.
Class C(2007-2) noteholders will have no recourse to any other assets of the issuing entity,
FIA, BACCS, Funding or any other person or entity for the payment of principal of or interest on
the Class C(2007-2) notes.
However, following a sale of credit card receivables (i) due to an insolvency of Funding,
(ii) due to an event of default and acceleration for the Class C(2007-2) notes or (iii) on the
legal maturity date for the Class C(2007-2) notes, as described in "Sources of Funds to Pay the
Notes-Sale of Credit Card Receivables" in the prospectus, the Class C(2007-2) noteholders have
recourse only to the proceeds of that sale.
S-18
Accumulation Reserve Account
The issuing entity will establish an accumulation reserve subaccount to cover shortfalls in
investment earnings on amounts (other than prefunded amounts) on deposit in the principal funding
subaccount for the Class C(2007-2) notes.
The amount targeted to be deposited in the accumulation reserve subaccount for the Class
C(2007-2) notes is zero, unless more than one budgeted deposit is required to accumulate and pay
the principal of the Class C(2007-2) notes on its expected principal payment date, in which case,
the amount targeted to be deposited is 0.5% of the outstanding dollar principal amount of the Class
C(2007-2) notes, or another amount designated by the issuing entity. See "Sources of Funds to Pay
the Notes-Deposit and Application of Funds for the BAseries-Targeted Deposits to the Accumulation
Reserve Account" in the prospectus.
Shared Excess Available Funds
The BAseries will be included in "Group A." In addition to the BAseries, the issuing entity
may issue other series of notes that are included in Group A. As of the date of this prospectus
supplement, the BAseries is the only series of notes issued by the issuing entity.
To the extent that Available Funds allocated to the BAseries are available after all
required applications of those amounts as described in "Sources of Funds to Pay the Notes-Deposit
and Application of Funds for the BAseries-Application of BAseries Available Funds" in the
prospectus, these unused Available Funds, referred to as shared excess available funds, will be
applied to cover shortfalls in Available Funds for other series of notes in Group A. In addition,
the BAseries may receive the benefits of shared excess available funds from other series in Group
A, to the extent Available Funds for those other series of notes are not needed for those series.
See "Sources of Funds to Pay the Notes-The Collateral Certificate," and "-Deposit and Application
of Funds for the BAseries-Shared Excess Available Funds" in the prospectus.
Stock Exchange Listing
The issuing entity will apply to list the Class C(2007-2) notes on a stock exchange in
Europe. The issuing entity cannot guarantee that the application for the listing will be accepted
or that, if accepted, the listing will be maintained. To determine whether the Class C(2007-2)
notes are listed on a stock exchange you may contact the issuing entity c/o Wilmington Trust
Company, Rodney Square North, 1100 N. Market Street, Wilmington, Delaware 19890-0001, telephone
number: (302) 636-1000.
Ratings
The issuing entity will issue the Class C(2007-2) notes only if they are rated at least
"BBB" or "Baa2" or its equivalent by at least one nationally recognized rating agency.
Other tranches of Class C notes may have different rating requirements from the
Class C(2007-2) notes.
S-19
A rating addresses the likelihood of the payment of interest on a note when due and the
ultimate payment of principal of that note by its legal maturity date. A rating does not address
the likelihood of payment of principal of a note on its expected principal payment date. In
addition, a rating does not address the possibility of an early payment or acceleration of a note,
which could be caused by an early redemption event or an event of default. A rating is not a
recommendation to buy, sell or hold notes and may be subject to revision or withdrawal at any time
by the assigning rating agency. Each rating should be evaluated independently of any other rating.
See "Risk Factors-If the ratings of the notes are lowered or withdrawn, their market value
could decrease" in the prospectus.
Underwriting
Subject to the terms and conditions of the underwriting agreement for the
Class C(2007-2) notes, the issuing entity has agreed to sell to each of the underwriters named
below, and each of those underwriters has severally agreed to purchase, the principal amount of the
Class C(2007-2) notes set forth opposite its name:
Underwriters Principal Amount
Banc of America Securities LLC.......................................... $ 50,000,000
J.P. Morgan Securities Inc.............................................. 50,000,000
Greenwich Capital Markets, Inc.......................................... 50,000,000
Total........................................................... $ 150,000,000
================
The several underwriters have agreed, subject to the terms and conditions of the
underwriting agreement, to purchase all $150,000,000 of the aggregate principal amount of the Class
C(2007-2) notes if any of the Class C(2007-2) notes are purchased.
The underwriters have advised the issuing entity that the several underwriters propose to
offer the Class C(2007-2) notes to the public in negotiated transactions or otherwise at varying
prices to be determined at the applicable time of sale. The underwriters and any dealers that
participate with the underwriters in the distribution of the Class C(2007-2) notes will be
underwriters, and the difference between the purchase price for the Class C(2007-2) notes paid to
the issuing entity and the proceeds from the sales of the Class C(2007-2) notes realized by the
underwriters and any dealers that participate with the underwriters in the distribution of the
Class C(2007-2) notes will constitute underwriting discounts and commissions.
Each underwriter of the Class C(2007-2) notes has agreed that:
o it has complied and will comply with all applicable provisions of the Financial Services
and Markets Act 2000 (the "FSMA") with respect to anything done by it in relation to the
Class C(2007-2) notes in, from or otherwise involving the United Kingdom; and
S-20
o it has only communicated or caused to be communicated and it will only communicate or
cause to be communicated any invitation or inducement to engage in investment activity
(within the meaning of Section 21 of the FSMA) received by it in connection with the
issue or sale of any Class C(2007-2) notes in circumstances in which Section 21(1) of the
FSMA does not apply to the issuing entity.
In connection with the sale of the Class C(2007-2) notes, the underwriters may engage in:
o over-allotments, in which members of the syndicate selling the Class C(2007-2) notes sell
more notes than the issuing entity actually sold to the syndicate, creating a syndicate
short position;
o stabilizing transactions, in which purchases and sales of the Class C(2007-2) notes may
be made by the members of the selling syndicate at prices that do not exceed a specified
maximum;
o syndicate covering transactions, in which members of the selling syndicate purchase the
Class C(2007-2) notes in the open market after the distribution has been completed in
order to cover syndicate short positions; and
o penalty bids, by which the underwriter reclaims a selling concession from a syndicate
member when any of the Class C(2007-2) notes originally sold by that syndicate member are
purchased in a syndicate covering transaction to cover syndicate short positions.
These stabilizing transactions, syndicate covering transactions and penalty bids may cause
the price of the Class C(2007-2) notes to be higher than it would otherwise be. These
transactions, if commenced, may be discontinued at any time.
The issuing entity, Funding and FIA will, jointly and severally, indemnify the underwriters
and their controlling persons against certain liabilities, including liabilities under applicable
securities laws, or contribute to payments the underwriters may be required to make in respect of
those liabilities.
Banc of America Securities LLC, one of the underwriters of the Class C(2007-2) notes, is an
affiliate of each of FIA and Funding. Affiliates of FIA, Funding and Banc of America Securities
LLC may purchase all or a portion of the Class C(2007-2) notes.
Proceeds to the issuing entity from the sale of the Class C(2007-2) notes will be paid to
Funding. See "Use of Proceeds" in the prospectus. Additional offering expenses, which will be
paid by Funding, are estimated to be $400,000.
S-21
Annex I
The Master Trust II Portfolio
The information provided in this Annex I is an integral part of the prospectus supplement,
and is incorporated by reference into the prospectus supplement.
General
The receivables conveyed to master trust II arise in accounts selected from the Bank
Portfolio on the basis of criteria set forth in the master trust II agreement as applied on the
Cut-Off Date or, for additional accounts, as of the date of their designation. The transferor has
the right, subject to certain limitations and conditions set forth therein, to designate from time
to time additional accounts and to transfer to master trust II all receivables of those additional
accounts. Any additional accounts designated must be Eligible Accounts as of the date the
transferor designates those accounts as additional accounts. See "Receivables Transfer Agreements
Generally" and "Master Trust II-The Receivables" in the prospectus.
As owner of the credit card accounts, FIA retains the right to change various credit card
account terms (including finance charges and other fees it charges and the required minimum monthly
payment). FIA has no restrictions on its ability to change the terms of the credit card accounts
except as described in this prospectus supplement or in the accompanying prospectus. See "Risk
Factors-FIA may change the terms of the credit card accounts in a way that reduces or slows
collections. These changes may result in reduced, accelerated or delayed payments to you" in the
prospectus. Changes in relevant law, changes in the marketplace or prudent business practices
could cause FIA to change credit card account terms. See "FIA's Credit Card Activities-Origination,
Account Acquisition, Credit Lines and Use of Credit Card Accounts" in the prospectus for a description
of how credit card account terms can be changed.
Static pool information regarding the performance of the receivables in master trust II is
being provided through an Internet Web site at http://bofa.com/cardabs. See "Where You Can Find
More Information" in the accompanying prospectus. Static pool information regarding the
performance of the receivables in master trust II was not organized or stored within FIA's computer
systems for periods prior to January 1, 2006 and cannot be obtained without unreasonable expense or
effort. Since January 1, 2006, FIA has stored static pool information relating to delinquency,
charge-off, yield and payment rate performance for the receivables in master trust II and,
beginning with the calendar quarter ended March 31, 2006, this information is presented through the
above-referenced Internet Web site and will be updated on a quarterly basis. FIA anticipates that
this information will ultimately be presented for the five most recent calendar years of account
originations. As a result, the full array of static pool information relating to the Master Trust
II Portfolio will not be available until 2011.
Delinquency and Principal Charge-Off Experience
FIA's procedures for determining whether an account is contractually delinquent, including a
description of its collection efforts with regard to delinquent accounts, are described under
"FIA's Credit Card Portfolio-Delinquencies and Collection Efforts" in the prospectus. Similarly,
FIA's procedures for charging-off and writing-off accounts is described under "FIA's Credit Card
Portfolio-Charge-Off Policy" in the prospectus.
A-I-1
The following table sets forth the delinquency experience for cardholder payments on the
credit card accounts comprising the Master Trust II Portfolio for each of the dates shown. The
receivables outstanding on the accounts consist of all amounts due from cardholders as posted to
the accounts as of the date shown. We cannot provide any assurance that the delinquency experience
for the receivables in the future will be similar to the historical experience set forth below.
Delinquency Experience
Master Trust II Portfolio
(Dollars in Thousands)
Three Months Ended
March 31, December 31,
______________________________________________________________________________
2007 2006 2005
______________________________________________________________________________
Percentage Percentage Percentage
of Total of Total of Total
Receivables Receivables Receivables Receivables Receivables Receivables
______________________________________________________________________________
Receivables
Outstanding.. $87,345,037 $84,883,880 $73,475,619
Receivables
Delinquent:
30-59 Days... $1,306,313 1.50% $1,347,801 1.58% $998,589 1.35%
60-89 Days... 858,791 0.98 845,845 1.00 621,535 0.85
90-119 Days.. 769,859 0.88 683,639 0.81 490,511 0.67
120-149 Days. 734,184 0.84 600,687 0.71 455,614 0.62
150-179 Days. 803,651 0.92 634,466 0.75 475,357 0.65
180 or More Days 2,021 0.00 1,790 0.00 1,104 0.00
Total...... _____________________________________________________________________________
$4,474,819 5.12% $4,114,228 4.85% $3,042,710 4.14%
_____________________________________________________________________________
December 31,
______________________________________________________________________________
2004 2003 2002
______________________________________________________________________________
Percentage Percentage Percentage
of Total of Total of Total
Receivables Receivables Receivables Receivables Receivables Receivables
______________________________________________________________________________
Receivables
Outstanding.. $73,981,346 $77,426,846 $72,696,743
Receivables
Delinquent:
30-59 Days... $1,171,256 1.58% $1,202,508 1.55% $1,343,708 1.85%
60-89 Days... 798,616 1.08 825,924 1.07 833,204 1.15
90-119 Days.. 615,720 0.83 714,683 0.93 673,670 0.93
120-149 Days. 547,761 0.74 671,119 0.87 624,003 0.86
150-179 Days. 544,124 0.74 597,052 0.77 548,596 0.75
180 or More Days 1,986 0.00 3,510 0.00 9,778 0.01
Total...... ______________________________________________________________________________
$3,679,463 4.97% $4,014,796 5.19% $4,032,959 5.55%
______________________________________________________________________________
A-I-2
The following table sets forth the principal charge-off experience for cardholder payments
on the credit card accounts comprising the Master Trust II Portfolio for each of the periods
shown. Charge-offs consist of write-offs of principal receivables. If accrued finance charge
receivables that have been written off were included in total charge-offs, total charge-offs would
be higher as an absolute number and as a percentage of the average of principal receivables
outstanding during the periods indicated. Average principal receivables outstanding is the average
of the daily principal receivables balance during the periods indicated. We cannot provide any
assurance that the charge-off experience for the receivables in the future will be similar to the
historical experience set forth below.
Principal Charge-Off Experience
Master Trust II Portfolio
(Dollars in Thousands)
Three Months
Ended
March 31, Year Ended December 31,
_____________________________________________________
2007 2006 2005
_____________________________________________________
Average Principal Receivables Outstanding...... $84,001,591 $75,893,701 $68,633,103
Total Charge-Offs.............................. $1,002,552 $2,687,319 $4,028,454
Total Charge-Offs as a percentage of Average
Principal Receivables Outstanding......... 4.77%* 3.54% 5.87%
Year Ended December 31,
_____________________________________________________
2004 2003 2002
_____________________________________________________
Average Principal Receivables Outstanding...... $72,347,604 $70,695,439 $65,393,297
Total Charge-Offs.............................. $3,996,412 $4,168,622 $3,629,682
Total Charge-Offs as a percentage of Average
Principal Receivables Outstanding.......... 5.52% 5.90% 5.55%
*Calculated as an annualized percentage.
Total charge-offs are total principal charge-offs before recoveries and do not include any
charge-offs of finance charge receivables or the amount of any reductions in average daily
principal receivables outstanding due to fraud, returned goods, customer disputes or other
miscellaneous adjustments. Recoveries are a component of yield and are described below
in "-Revenue Experience."
Revenue Experience
The following table sets forth the revenue experience for the credit card accounts from
finance charges, fees paid and interchange in the Master Trust II Portfolio for each of the periods
shown.
The revenue experience in the following table is calculated on a cash basis. Yield from
finance charges and fees and recoveries is the result of dividing finance charges and fees and
recoveries (net of expenses) by average daily principal receivables outstanding during the periods
indicated. Finance charges and fees are comprised of monthly cash collections of periodic finance
charges and other credit card fees including interchange.
A-I-3
Each month, FIA allocates amounts recovered (net of expenses) between its U.S. credit card
and consumer loan portfolios pro rata based on each portfolio's charge-offs during the prior month
relative to the combined charge-offs for both portfolios during the prior month. Once recoveries
have been so allocated to the U.S. credit card portfolio, the total amount of those recoveries that
are allocated to the Master Trust II Portfolio is determined by dividing the average total
principal receivables for the Master Trust II Portfolio for the related calendar month by the
average total principal receivables for the U.S. credit card portfolio for the same calendar
month. Under the master trust II agreement, recoveries allocated to the Master Trust II Portfolio
and transferred to Funding under the receivables purchase agreement are treated as collections of
finance charge receivables.
Revenue Experience
Master Trust II Portfolio
(Dollars in Thousands)
Three Months
Ended March 31, Year Ended December 31,
_____________________________________________________
2007 2006 2005
_____________________________________________________
Finance Charges and Fees................ $3,984,169 $13,858,136 $12,730,706
Recoveries.............................. $ 121,861 $ 304,348 $ 312,462
Yield from Finance Charges and Fees and
Recoveries.......................... 19.55%* 18.66% 19.00%
Year Ended December 31,
_____________________________________________________
2004 2003 2002
_____________________________________________________
Finance Charges and Fees................ $12,565,091 $12,172,680 $11,538,974
Recoveries.............................. $ 275,246 $ 252,765 $ 194,977
Yield from Finance Charges and Fees and
Recoveries.......................... 17.75% 17.58% 17.94%
*Calculated as an annualized percentage.
The yield on a cash basis will be affected by numerous factors, including the monthly
periodic finance charges on the receivables, the amount of fees, changes in the delinquency rate on
the receivables, the percentage of cardholders who pay their balances in full each month and do not
incur monthly periodic finance charges, and the percentage of credit card accounts bearing finance
charges at promotional rates. See "Risk Factors" in the prospectus.
The revenue from periodic finance charges and fees-other than annual fees-depends in part
upon the collective preference of cardholders to use their credit cards as revolving debt
instruments for purchases and cash advances and to pay account balances over several months-as
opposed to convenience use, where cardholders pay off their entire balance each month, thereby
avoiding periodic finance charges on their purchases-and upon other credit card related services
for which the cardholder pays a fee. Revenues from periodic finance charges and fees also depend
on the types of charges and fees assessed on the credit card accounts. Accordingly, revenue will
be affected by future changes in the types of charges and fees assessed on the accounts and on the
types of additional accounts added from time to time. These revenues could
A-I-4
be adversely affected by future changes in fees and charges assessed by FIA and other factors. See
"FIA's Credit Card Activities" in the prospectus.
Interchange
A percentage of the interchange for the Bank Portfolio attributed to cardholder charges for
goods and services in the accounts of master trust II will be transferred from FIA, through BACCS
and Funding, to master trust II. This interchange will be allocated to each series of master trust
II investor certificates based on its pro rata portion as measured by its Investor Interest of
cardholder charges for goods and services in the accounts of master trust II relative to the total
amount of cardholder charges for goods and services in the MasterCard, Visa and American Express
credit card accounts owned by FIA, as reasonably estimated by FIA.
MasterCard, Visa and American Express may from time to time change the amount of interchange
reimbursed to banks issuing their credit cards. Interchange will be treated as collections of
finance charge receivables. Under the circumstances described herein, interchange will be used to
pay a portion of the Investor Servicing Fee required to be paid on each Transfer Date. See "Master
Trust II-Servicing Compensation and Payment of Expenses" and "FIA's Credit Card
Activities-Interchange" in the prospectus.
Principal Payment Rates
The following table sets forth the highest and lowest cardholder monthly principal payment
rates for the Master Trust II Portfolio during any month in the periods shown and the average
cardholder monthly principal payment rates for all months during the periods shown, in each case
calculated as a percentage of total beginning monthly account principal balances during the periods
shown. Principal payment rates shown in the table are based on amounts which are deemed payments
of principal receivables with respect to the accounts.
Cardholder Monthly Principal Payment Rates
Master Trust II Portfolio
Three Months
Ended March 31, Year Ended December 31,
_______________________________________________________________________________
2007 2006 2005 2004 2003 2002
_______________________________________________________________________________
Lowest Month........ 16.63% 16.02% 15.31% 13.95% 12.73% 12.93%
Highest Month....... 17.46% 18.20% 17.15% 16.47% 14.71% 14.40%
Monthly Average..... 17.17% 16.78% 16.30% 15.05% 13.84% 13.63%
FIA's billing and payment procedures are described under "FIA's Credit Card
Portfolio-Billing and Payments" in the prospectus. We cannot provide any assurance that the
cardholder monthly principal payment rates in the future will be similar to the historical
experience set forth above. In addition, the amount of collections of receivables may vary from
month to month due to seasonal variations, general economic conditions and payment habits of
individual cardholders.
A-I-5
Funding, as transferor, has the right, subject to certain limitations and conditions, to
designate certain removed credit card accounts and to require the master trust II trustee to
reconvey all receivables in those removed credit card accounts to the transferor. Once an account
is removed, receivables existing or arising under that credit card account are not transferred to
master trust II.
Renegotiated Loans and Re-Aged Accounts
FIA may modify the terms of its credit card agreements with cardholders who have experienced
financial difficulties by offering them renegotiated loan programs, which include placing them on
nonaccrual status, reducing interest rates, or providing any other concession in terms. In
addition, a cardholder's account may be re-aged to remove existing delinquency. For a detailed
description of renegotiated loans and re-aged accounts, see "FIA's Credit Card
Portfolio-Renegotiated Loans and Re-Aged Accounts" in the prospectus.
The Receivables
The following tables summarize the Master Trust II Portfolio by various criteria as of the
beginning of the day on March 22, 2007. The information in the following tables and in
"Class C(2007-2) Summary-Assets" does not reflect the removal of 388,255 zero balance accounts from
the Master Trust II Portfolio on April 4, 2007. Because the future composition of the Master Trust
II Portfolio may change over time, neither these tables nor the information contained in "Class
C(2007-2) Summary-Assets-Accounts and Receivables" describe the composition of the Master Trust II
Portfolio at any future time. If the composition of the Master Trust II Portfolio changes over
time, noteholders will not be notified of such change. For example, there can be no assurance that
the anticipated changes in servicing procedures as a result of the merger between Bank of America
Corporation and MBNA Corporation will not cause the composition of the Master Trust II Portfolio in
the future to be different than the composition of the Master Trust II Portfolio described in this
section. See "Risk Factors-FIA may change the terms of the credit card accounts in a way that
reduces or slows collections. These changes may result in reduced, accelerated or delayed payments
to you" in the prospectus. However, monthly reports containing information on the notes and the
collateral securing the notes will be filed with the Securities and Exchange Commission. See
"Where You Can Find More Information" in the prospectus for information as to how these reports may
be accessed.
A-I-6
Composition by Account Balance
Master Trust II Portfolio
Percentage
of Total Percentage
Number of Number of of Total
Account Balance Range Accounts Accounts Receivables Receivables
_________________________________________________________________________________________
Credit Balance.......... 1,425,749 2.8% $(130,389,249) (0.1)%
No Balance.............. 28,933,029 56.2 0 0.0
$ .01-$ 5,000.00.. 15,143,403 29.5 21,374,651,043 24.3
$ 5,000.01-$10,000.00.. 3,456,807 6.7 24,671,385,104 27.9
$10,000.01-$15,000.00... 1,312,702 2.6 15,975,399,513 18.1
$15,000.01-$20,000.00... 571,464 1.1 9,843,781,012 11.2
$20,000.01-$25,000.00... 275,462 0.5 6,136,533,215 7.0
$25,000.01 or More...... 291,675 0.6 10,222,057,986 11.6
Total................ ______________________________________________________
51,410,291 100.0% $88,093,418,624 100.0%
Composition by Credit Limit
Master Trust II Portfolio
Percentage
of Total Percentage
Number of Number of of Total
Credit Limit Range Accounts Accounts Receivables Receivables
_________________________________________________________________________________________
Less than or equal to $5,000.00 10,564,135 20.5% $ 6,724,654,943 7.6%
$ 5,000.01-$10,000.00.. 12,290,336 24.0 16,120,643,824 18.3
$10,000.01-$15,000.00... 10,075,460 19.6 16,815,032,130 19.1
$15,000.01-$20,000.00... 7,262,033 14.1 14,187,032,822 16.1
$20,000.01-$25,000.00... 5,398,568 10.5 12,916,897,888 14.7
$25,000.01 or More...... 5,819,759 11.3 21,329,157,017 24.2
Total................ ______________________________________________________
51,410,291 100.0% $88,093,418,624 100.0%
Composition by Period of Delinquency
Master Trust II Portfolio
Percentage
of Total Percentage
Period of Delinquency Number of Number of of Total
(Days Contractually Delinquent) Accounts Accounts Receivables Receivables
_________________________________________________________________________________________
Not Delinquent.......... 49,932,955 97.2% $79,349,919,636 90.1%
Up to 29 Days........... 695,043 1.4 3,767,795,170 4.3
30 to 59 Days........... 227,326 0.4 1,356,287,915 1.5
60 to 89 Days........... 141,831 0.3 896,964,398 1.0
90 to 119 Days.......... 125,142 0.2 797,099,256 0.9
120 to 149 Days......... 113,914 0.2 732,835,446 0.8
150 to 179 Days......... 108,009 0.2 703,533,368 0.8
180 or More Days........ 66,071 0.1 488,983,435 0.6
Total................ ______________________________________________________
51,410,291 100.0% $88,093,418,624 100.0%
A-I-7
Composition by Account Age
Master Trust II Portfolio
Percentage
of Total Percentage
Number of Number of of Total
Account Age Accounts Accounts Receivables Receivables
___________________________________________________________________________________________
Not More than 6 Months.. 634,678 1.2% $ 1,210,490,230 1.4%
Over 6 Months to 12 Months 1,928,775 3.8 4,061,879,583 4.6
Over 12 Months to 24 Months 4,454,342 8.7 8,553,704,183 9.7
Over 24 Months to 36 Months 4,847,040 9.4 8,814,204,847 10.0
Over 36 Months to 48 Months 6,222,488 12.1 9,890,460,062 11.2
Over 48 Months to 60 Months 4,301,623 8.4 6,936,136,153 7.9
Over 60 Months to 72 Months 4,132,074 8.0 6,527,906,828 7.4
Over 72 Months.......... 24,889,271 48.4 42,098,636,738 47.8
Total................ _______________________________________________________
51,410,291 100.0% $88,093,418,624 100.0%
Geographic Distribution of Accounts
Master Trust II Portfolio
Percentage
of Total Percentage
Number of Number of of Total
State Accounts Accounts Receivables Receivables
___________________________________________________________________________________________
California.............. 5,496,291 10.7% $10,259,703,858 11.6%
Florida................. 4,165,269 8.1 6,824,718,699 7.7
New York................ 3,317,688 6.5 5,610,381,442 6.4
Texas................... 3,056,775 5.9 6,132,841,164 7.0
Pennsylvania............ 2,824,955 5.5 4,017,352,248 4.6
New Jersey.............. 2,151,855 4.2 3,609,144,981 4.1
Illinois................ 1,936,767 3.8 3,212,773,659 3.6
Virginia................ 1,812,703 3.5 2,901,984,963 3.3
Ohio.................... 1,805,683 3.5 2,906,748,191 3.3
Georgia................. 1,694,757 3.3 3,403,612,706 3.9
Other................... 23,147,548 45.0 39,214,156,713 44.5
Total................ _______________________________________________________
51,410,291 100.0% $88,093,418,624 100.0%
Since the largest number of cardholders (based on billing address) whose accounts were
included in master trust II as of March 22, 2007 were in California, Florida, New York, Texas and
Pennsylvania, adverse changes in the economic conditions in these areas could have a direct impact
on the timing and amount of payments on the notes.
A-I-8
FICO. The following table sets forth the FICO®* score on each account in the Master Trust
II Portfolio, to the extent available, as refreshed during the six month period ended March 31,
2007. Receivables, as presented in the following table, are determined as of March 31, 2007. A
FICO score is a measurement determined by Fair, Isaac & Company using information collected by the
major credit bureaus to assess credit risk. FICO scores may change over time, depending on the
conduct of the debtor and changes in credit score technology. Because the future composition and
product mix of the Master Trust II Portfolio may change over time, this table is not necessarily
indicative of the composition of the Master Trust II Portfolio at any specific time in the future.
Data from an independent credit reporting agency, such as FICO score, is one of several
factors that, if available, will be used by FIA in its credit scoring system to assess the credit
risk associated with each applicant. See "FIA's Credit Card Activities-Origination, Account
Acquisition, Credit Lines and Use of Credit Card Accounts" in the prospectus. At the time of
account origination, FIA will request information, including a FICO score, from one or more
independent credit bureaus. FICO scores may be different from one bureau to another. For some
cardholders, FICO scores may be unavailable. FICO scores are based on independent third party
information, the accuracy of which cannot be verified.
The table below sets forth refreshed FICO scores from a single credit bureau.
Composition by FICO Score
Master Trust II Portfolio
Percentage of Total
FICO Score Receivables Receivables
____________________________________________________________________________________________
Over 720............................ $29,954,078,899 34.3%
661-720............................. 31,426,652,335 35.9
601-660............................. 15,511,440,603 17.8
Less than or equal to 600........... 9,218,763,841 10.6
Unscored............................ 1,234,101,575 1.4
TOTAL............................... __________________________________________
$87,345,037,253 100.0%
A FICO score is an Equifax Beacon 96 FICO Score.
A "refreshed" FICO score means the FICO score determined by Equifax during the six month
period ended March 31, 2007.
A credit card account that is "unscored" means that a FICO score was not obtained for such
account during the six month period ended March 31, 2007.
___________________
*FICO® is a federally registered servicemark of Fair, Isaac & Company.
A-I-9
Annex II
Outstanding Series, Classes and Tranches of Notes
The information provided in this Annex II is an integral part of the prospectus supplement,
and is incorporated by reference into the prospectus supplement.
BAseries
Class A Notes
Expected
Nominal Principal Legal
Class A Issuance Date Liquidation Amount Note Interest Rate Payment Date Maturity Date
__________________________________________________________________________________________________________________________________________________________________________________________
Class A(2001-2) 7/26/01 $ 500,000,000 One Month LIBOR + 0.25% July 2011 December 2013
Class A(2001-Emerald) 8/15/01 Up to $10,317,000,000(1) - - -
Class A(2001-5) 11/8/01 $ 500,000,000 One Month LIBOR + 0.21% October 2008 March 2011
Class A(2002-2) 3/27/02 $ 656,175,000 Not to exceed Three Month LIBOR + 0.35%(2) February 17, 2012 July 17, 2014
Class A(2002-3) 4/24/02 $ 750,000,000 One Month LIBOR + 0.24% April 2012 September 2014
Class A(2002-5) 5/30/02 $ 750,000,000 One Month LIBOR + 0.18% May 2009 October 2011
Class A(2002-7) 7/25/02 $ 497,250,000 Not to exceed Three Month LIBOR + 0.25%(3) July 17, 2009 December 19, 2011
Class A(2002-8) 7/31/02 $ 400,000,000 Three Month LIBOR + 0.15% July 2009 December 2011
Class A(2002-9) 7/31/02 $ 700,000,000 Three Month LIBOR + 0.09% July 2007 December 2009
Class A(2002-10) 9/19/02 $ 1,000,000,000 One Month LIBOR + 0.14% September 2007 February 2010
Class A(2002-11) 10/30/02 $ 490,600,000 Not to exceed Three Month LIBOR + 0.35%(4) October 19, 2009 March 19, 2012
Class A(2002-13) 12/18/02 $ 500,000,000 One Month LIBOR + 0.13% December 2007 May 2010
Class A(2003-1) 2/27/03 $ 500,000,000 3.30% February 2008 July 2010
Class A(2003-3) 4/10/03 $ 750,000,000 One Month LIBOR + 0.12% March 2008 August 2010
Class A(2003-4) 4/24/03 $ 750,000,000 One Month LIBOR + 0.22% April 2010 September 2012
Class A(2003-5) 5/21/03 $ 548,200,000 Not to exceed Three Month LIBOR + 0.35%(5) April 19, 2010 September 19, 2012
Class A(2003-6) 6/4/03 $ 500,000,000 2.75% May 2008 October 2010
Class A(2003-7) 7/8/03 $ 650,000,000 2.65% June 2008 November 2010
Class A(2003-8) 8/5/03 $ 750,000,000 One Month LIBOR + 0.19% July 2010 December 2012
Class A(2003-9) 9/24/03 $ 1,050,000,000 One Month LIBOR + 0.13% September 2008 February 2011
Class A(2003-10) 10/15/03 $ 500,000,000 One Month LIBOR + 0.26% October 2013 March 2016
Class A(2003-11) 11/6/03 $ 500,000,000 3.65% October 2008 March 2011
Class A(2003-12) 12/18/03 $ 500,000,000 One Month LIBOR + 0.11% December 2008 May 2011
Class A(2004-1) 2/26/04 $ 752,760,000 Not to exceed Three Month LIBOR + 0.30%(6) January 17, 2014 June 17, 2016
Class A(2004-2) 2/25/04 $ 600,000,000 One Month LIBOR + 0.15% February 2011 July 2013
Class A(2004-3) 3/17/04 $ 700,000,000 One Month LIBOR + 0.26% March 2019 August 2021
Class A(2004-5) 5/25/04 $ 1,015,240,000 Not to exceed Three Month LIBOR + 0.25%(7) May 18, 2011 October 17, 2013
Class A(2004-6) 6/17/04 $ 500,000,000 One Month LIBOR + 0.14% June 2011 November 2013
Class A(2004-7) 7/28/04 $ 900,000,000 One Month LIBOR + 0.10% July 2009 December 2011
Class A(2004-8) 9/14/04 $ 500,000,000 One Month LIBOR + 0.15% August 2011 January 2014
Class A(2004-9) 10/1/04 $ 672,980,000 Not to exceed One Month LIBOR + 0.20%(8) September 19, 2011 February 20, 2014
Class A(2004-10) 10/27/04 $ 500,000,000 One Month LIBOR + 0.08% October 2009 March 2012
(continued on next page)
_______________________________________
1 Subject to increase.
2 Class A(2002-2) noteholders will receive interest at 5.60% on an outstanding euro principal
amount of €750,000,000, pursuant to the terms of a currency and interest rate swap applicable only
to the Class A(2002-2) notes.
3 Class A(2002-7) noteholders will receive interest at Three Month EURIBOR + 0.15% on an
outstanding euro principal amount of €500,000,000, pursuant to the terms of a currency and
interest rate swap applicable only to the Class A(2002-7) notes.
4 Class A(2002-11) noteholders will receive interest at Three Month EURIBOR + 0.25% on an
outstanding euro principal amount of €500,000,000, pursuant to the terms of a currency and
interest rate swap applicable only to the Class A(2002-11) notes.
5 Class A(2003-5) noteholders will receive interest at 4.15% on an outstanding euro principal
amount of €500,000,000, pursuant to the terms of a currency and interest rate swap applicable only
to the Class A(2003-5) notes.
6 Class A(2004-1) noteholders will receive interest at 4.50% on an outstanding euro principal
amount of €600,000,000, pursuant to the terms of a currency and interest rate swap applicable only
to the Class A(2004-1) notes.
7 Class A(2004-5) noteholders will receive interest at Three Month EURIBOR + 0.15% on an
outstanding euro principal amount of €850,000,000, pursuant to the terms of a currency and
interest rate swap applicable only to the Class A(2004-5) notes.
8 Class A(2004-9) noteholders will receive interest at One Month EURIBOR + 0.11% on an
outstanding euro principal amount of €550,000,000, pursuant to the terms of a currency and
interest rate swap applicable only to the Class A(2004-9) notes.
A-II-1
BAseries
Class A Notes (continued from previous page)
Nominal Expected Principal Legal
Class A Issuance Date Liquidation Amount Note Interest Rate Payment Date Maturity Date
_____________________________________________________________________________________________________________________________________________________________________________________________
Class A(2005-1) 4/20/05 $ 750,000,000 4.20% April 2008 September 2010
Class A(2005-2) 5/19/05 $ 500,000,000 One Month LIBOR + 0.08% May 2012 October 2014
Class A(2005-3) 6/14/05 $ 600,000,000 4.10% May 2010 October 2012
Class A(2005-4) 7/7/05 $ 800,000,000 One Month LIBOR + 0.04% June 2010 November 2012
Class A(2005-5) 8/11/05 $ 1,500,000,000 One Month LIBOR + 0.00% July 2008 December 2010
Class A(2005-6) 8/25/05 $ 500,000,000 4.50% August 2010 January 2013
Class A(2005-7) 9/29/05 $ 1,000,000,000 4.30% September 2008 February 2011
Class A(2005-8) 10/12/05 $ 850,000,000 One Month LIBOR + 0.02% September 2009 February 2012
Class A(2005-9) 11/17/05 $ 1,000,000,000 One Month LIBOR + 0.04% November 2010 April 2013
Class A(2005-10) 11/29/05 $ 400,000,000 One Month LIBOR + 0.06% June 2013 November 2015
Class A(2005-11) 12/16/05 $ 500,000,000 One Month LIBOR + 0.04% December 2010 May 2013
Class A(2006-1) 2/15/06 $ 1,600,000,000 4.90% February 2009 July 2011
Class A(2006-2) 3/7/06 $ 550,000,000 One Month LIBOR + 0.06% January 2013 June 2015
Class A(2006-3) 3/30/06 $ 750,000,000 One Month LIBOR + 0.02% March 2010 August 2012
Class A(2006-4) 5/31/06 $ 2,500,000,000 One Month LIBOR - 0.01% April 2009 September 2011
Class A(2006-5) 6/9/06 $ 700,000,000 One Month LIBOR + 0.06% May 2013 October 2015
Class A(2006-6) 7/20/06 $ 2,000,000,000 One Month LIBOR + 0.03% June 2011 November 2013
Class A(2006-7) 7/28/06 $ 375,000,000 One Month LIBOR + 0.04% July 2014 December 2016
Class A(2006-8) 8/9/06 $ 725,000,000 One Month LIBOR + 0.03% December 2013 May 2016
Class A(2006-9) 8/30/06 $ 1,750,000,000 One Month LIBOR + 0.01% September 2010 February 2013
Class A(2006-10) 9/19/06 $ 750,000,000 One Month LIBOR - 0.02% September 2009 February 2012
Class A(2006-11) 9/26/06 $ 520,000,000 One Month LIBOR + 0.03% November 2013 April 2016
Class A(2006-12) 10/16/06 $ 1,000,000,000 One Month LIBOR + 0.02% October 2011 March 2014
Class A(2006-13) 11/14/06 $ 275,000,000 One Month LIBOR + 0.02% December 2013 May 2016
Class A(2006-14) 11/28/06 $ 1,350,000,000 One Month LIBOR + 0.06% November 2013 April 2016
Class A(2006-15) 12/13/06 $ 1,000,000,000 One Month LIBOR + 0.00% November 2011 April 2014
Class A(2006-16) 12/19/06 $ 1,000,000,000 4.72% December 2010 May 2013
Class A(2007-1) 1/18/07 $ 500,000,000 5.17% January 2017 June 2019
Class A(2007-2) 2/16/07 $ 2,500,000,000 One Month LIBOR +0.02% January 2011 June 2013
Class A(2007-3) 3/20/07 $ 515,000,000 One Month LIBOR + 0.02% June 2014 November 2016
Class A(2007-4) 3/20/07 $ 300,000,000 One Month LIBOR + 0.04% June 2017 November 2019
Class A(2007-5) 3/20/07 $ 396,927,017 Not to exceed One Month LIBOR + 0.03%(9) March 2014 August 2016
Class A(2007-6) 4/12/07 $ 750,000,000 One Month LIBOR + 0.06% April 2014 September 2016
*Class A(2007-7) 5/16/07 $ 1,750,000,000 One Month LIBOR + 0.00% March 2010 August 2012
________________________________
*Expected issuance.
9 Class A(2007-5) noteholders will receive interest at Three Month JPY-LIBOR + 0.00% on an
outstanding yen principal amount of ¥46,500,000,000, pursuant to the terms of a currency and
interest rate swap applicable only to the Class A(2007-5) notes.
A-II-2
BAseries
Class B Notes
Expected
Nominal Principal Legal
Class B Issuance Date Liquidation Amount Note Interest Rate Payment Date Maturity Date
____________________________________________________________________________________________________________________________________________________________________________________________
Class B(2002-2) 6/12/02 $ 250,000,000 One Month LIBOR + 0.38% May 2007 October 2009
Class B(2002-4) 10/29/02 $ 200,000,000 One Month LIBOR + 0.50% October 2007 March 2010
Class B(2003-1) 2/20/03 $ 200,000,000 One Month LIBOR + 0.44% February 2008 July 2010
Class B(2003-2) 6/12/03 $ 200,000,000 One Month LIBOR + 0.39% May 2008 October 2010
Class B(2003-3) 8/20/03 $ 200,000,000 One Month LIBOR + 0.375% August 2008 January 2011
Class B(2003-4) 10/15/03 $ 331,650,000 Not to exceed Three Month LIBOR + 0.85%(1) September 18, 2013 February 17, 2016
Class B(2003-5) 10/2/03 $ 150,000,000 One Month LIBOR + 0.37% September 2008 February 2011
Class B(2004-1) 4/1/04 $ 350,000,000 4.45% March 2014 August 2016
Class B(2004-2) 8/11/04 $ 150,000,000 One Month LIBOR + 0.39% July 2011 December 2013
Class B(2005-1) 6/22/05 $ 125,000,000 One Month LIBOR + 0.29% June 2012 November 2014
Class B(2005-2) 8/11/05 $ 200,000,000 One Month LIBOR + 0.18% July 2010 December 2012
Class B(2005-3) 11/9/05 $ 150,962,500 Not to exceed One Month LIBOR + 0.40%(2) October 19, 2015 March 19, 2018
Class B(2005-4) 11/2/05 $ 150,000,000 4.90% October 2008 March 2011
Class B(2006-1) 3/3/06 $ 250,000,000 One Month LIBOR + 0.22% February 2013 July 2015
Class B(2006-2) 3/24/06 $ 500,000,000 Not to exceed One Month LIBOR + 0.25% March 2013 August 2015
Class B(2006-3) 8/22/06 $ 300,000,000 One Month LIBOR + 0.08% August 2009 January 2012
Class B(2006-4) 11/14/06 $ 250,000,000 One Month LIBOR + 0.08% October 2009 March 2012
Class B(2007-1) 1/26/07 $ 450,000,000 One Month LIBOR + 0.08% January 2010 June 2012
Class B(2007-2) 1/31/07 $ 250,000,000 One Month LIBOR + 0.20% January 2014 June 2016
Class B(2007-3) 3/30/07 $ 175,000,000 One Month LIBOR + 0.20% March 2014 August 2016
*Class B(2007-4) 5/15/07 $ 250,000,000 One Month LIBOR + 0.09% April 2010 September 2012
________________________________
*Expected issuance.
1 Class B(2003-4) noteholders will receive interest at 5.45% on an outstanding sterling
principal amount of £200,000,000, pursuant to the terms of a currency and interest rate swap
applicable only to the Class B(2003-4) notes.
2 Class B(2005-3) noteholders will receive interest at Three Month EURIBOR + 0.30% on an
outstanding euro principal amount of €125,000,000, pursuant to the terms of a currency and
interest rate swap applicable only to the Class B(2005-3) notes.
A-II-3
BAseries
Class C Notes
Expected Principal
Class C Issuance Date Nominal Liquidation Amount Note Interest Rate Payment Date Legal Maturity Date
______________________________________________________________________________________________________________________________________________________________________________________________
Class C(2001-2) 7/12/01 $ 100,000,000 Not to exceed One Month LIBOR + 1.15% July 2008 December 2010
Class C(2002-1) 2/28/02 $ 250,000,000 6.80% February 2012 July 2014
Class C(2002-2) 6/12/02 $ 100,000,000 Not to exceed One Month LIBOR + 0.95% May 2007 October 2009
Class C(2002-3) 6/12/02 $ 200,000,000 One Month LIBOR + 1.35% May 2012 October 2014
Class C(2002-4) 8/29/02 $ 100,000,000 One Month LIBOR + 1.20% August 2007 January 2010
Class C(2002-6) 10/29/02 $ 50,000,000 One Month LIBOR + 2.00% October 2012 March 2015
Class C(2002-7) 10/29/02 $ 50,000,000 6.70% October 2012 March 2015
Class C(2003-1) 2/4/03 $ 200,000,000 One Month LIBOR + 1.70% January 2010 June 2012
Class C(2003-2) 2/12/03 $ 100,000,000 One Month LIBOR + 1.60% January 2008 June 2010
Class C(2003-3) 5/8/03 $ 175,000,000 One Month LIBOR + 1.35% May 2008 October 2010
Class C(2003-4) 6/19/03 $ 327,560,000 Not to exceed Three Month LIBOR + 2.05%(1) May 17, 2013 October 19, 2015
Class C(2003-5) 7/2/03 $ 100,000,000 One Month LIBOR + 1.18% June 2008 November 2010
Class C(2003-6) 7/30/03 $ 250,000,000 One Month LIBOR + 1.18% July 2008 December 2010
Class C(2003-7) 11/5/03 $ 100,000,000 One Month LIBOR + 1.35% October 2013 March 2016
Class C(2004-1) 3/16/04 $ 200,000,000 One Month LIBOR + 0.78% February 2011 July 2013
Class C(2004-2) 7/1/04 $ 275,000,000 One Month LIBOR + 0.90% June 2014 November 2016
Class C(2005-1) 6/1/05 $ 125,000,000 One Month LIBOR + 0.41% May 2010 October 2012
Class C(2005-2) 9/22/05 $ 150,000,000 One Month LIBOR + 0.35% September 2010 February 2013
Class C(2005-3) 10/20/05 $ 300,000,000 One Month LIBOR + 0.27% October 2008 March 2011
Class C(2006-1) 2/17/06 $ 350,000,000 One Month LIBOR + 0.42% February 2013 July 2015
Class C(2006-2) 3/17/06 $ 225,000,000 One Month LIBOR + 0.30% March 2011 August 2013
Class C(2006-3) 5/31/06 $ 250,000,000 One Month LIBOR + 0.29% May 2011 October 2013
Class C(2006-4) 6/15/06 $ 375,000,000 One Month LIBOR + 0.23% June 2009 November 2011
Class C(2006-5) 8/15/06 $ 300,000,000 One Month LIBOR + 0.40% August 2013 January 2016
Class C(2006-6) 9/29/06 $ 250,000,000 Not to exceed One Month LIBOR + 0.40% September 2013 February 2016
Class C(2006-7) 10/16/06 $ 200,000,000 One Month LIBOR + 0.23% October 2009 March 2012
Class C(2007-1) 1/26/07 $ 300,000,000 One Month LIBOR + 0.29% January 2012 June 2014
______________________________
1 Class C(2003-4) noteholders will receive interest at 6.10% on an outstanding sterling
principal amount of £200,000,000, pursuant to the terms of a currency and interest rate swap
applicable only to the Class C(2003-4) notes.
A-II-4
Annex III
Outstanding Master Trust II Series
The information provided in this Annex III is an integral part of the prospectus supplement,
and is incorporated by reference into the prospectus supplement.
Issuance Scheduled Termination
# Series/Class Date Investor Interest Certificate Rate Payment Date Date
____________________________________________________________________________________________________________________________________
1 Series 1997-B 2/27/97
Class A - $850,000,000 One Month LIBOR + .16% March 2012 August 2014
Class B - $75,000,000 One Month LIBOR + .35% March 2012 August 2014
Collateral - $75,000,000 - - -
Interest
2 Series 1997-D 5/22/97
Class A - $387,948,000 Three Month LIBOR + .05% May 2007 October 2009
Class B - $34,231,000 Not to Exceed Three Month LIBOR + .50% May 2007 October 2009
Collateral - $34,231,000 - - -
Interest
3 Series 1997-H 8/6/97
Class A - $507,357,000 Three Month LIBOR + .07% September 2007 February 2010
Class B - $44,770,000 Not to Exceed Three Month LIBOR + .50% September 2007 February 2010
Collateral - $44,770,000 - - -
Interest
4 Series 1997-O 12/23/97
Class A - $425,000,000 One Month LIBOR + .17% December 2007 May 2010
Class B - $37,500,000 One Month LIBOR + .35% December 2007 May 2010
- $37,500,000 - - -
Collateral Interest
5 Series 1998-B 4/14/98
Class A - $550,000,000 Three Month LIBOR + .09% April 2008 September 2010
Class B - $48,530,000 Not to Exceed Three Month LIBOR + .50% April 2008 September 2010
- $48,530,000 - - -
Collateral Interest
6 Series 1998-E 8/11/98
Class A - $750,000,000 Three Month LIBOR + .145% April 2008 September 2010
Class B - $66,200,000 Three Month LIBOR + .33% April 2008 September 2010
Collateral - $66,200,000 - - -
Interest
7 Series 1999-B 3/26/99
Class A - $637,500,000 5.90% March 2009 August 2011
Class B - $56,250,000 6.20% March 2009 August 2011
Collateral - $56,250,000 - - -
Interest
8 Series 1999-J 9/23/99
Class A - $850,000,000 7.00% September 2009 February 2012
Class B - $75,000,000 7.40% September 2009 February 2012
Collateral - $75,000,000 - - -
Interest
9 Series 2000-E 6/1/00
Class A - $500,000,000 7.80% May 2010 October 2012
Class B - $45,000,000 8.15% May 2010 October 2012
- $45,000,000 - - -
Collateral Interest
10 Series 2000-H 8/23/00
Class A - $595,000,000 One Month LIBOR + .25% August 2010 January 2013
Class B - $52,500,000 One Month LIBOR + .60% August 2010 January 2013
Collateral - $52,500,000 - - -
Interest
11 Series 2000-J 10/12/00
- CHF 1,000,000,000 4.125%
Class A Swiss Francs
Class A - $568,990,043 Three Month LIBOR + .21% October 17, 2007 March 17, 2010
Class B - $50,250,000 One Month LIBOR + .44% October 2007 March 17, 2010
Collateral - $50,250,000 - - -
Interest
12 Series 2000-L 12/13/00
Class A - $425,000,000 6.50% November 2007 April 2010
Class B - $37,500,000 One Month LIBOR + .50% November 2007 April 2010
- $37,500,000 - - -
Collateral Interest
13 Series 2001-B 3/8/01
Class A - $637,500,000 One Month LIBOR + .26% March 2011 August 2013
Class B - $56,250,000 One Month LIBOR + .60% March 2011 August 2013
Collateral - $56,250,000 - - -
Interest
14 Series 2001-C 4/25/01
Class A - $675,000,000 Three Month LIBOR - .125% April 2011 September 2013
Class B - $60,000,000 One Month LIBOR + .62% April 2011 September 2013
- $60,000,000 - - -
Collateral Interest
15 Series 2001-D 5/24/01
- - - - -
Collateral Certificate(1)
__________________________
1 The collateral certificate represents the sole asset of the BA Credit Card Trust. See "Annex
II: Outstanding Series, Classes and Tranches of Notes" for a list of outstanding notes issued by
the issuing entity.
A-III-1
|
|
FIA Card Services, National Association
Sponsor, Servicer and Originator
BA Credit Card Funding, LLC
Transferor and Depositor
BA Credit Card Trust
Issuing Entity
BAseries
$150,000,000
Class C(2007-2) Notes
__________
PROSPECTUS SUPPLEMENT
__________
Underwriters
Banc of America Securities LLC
JPMorgan
RBS Greenwich Capital
__________
You should rely only on the information contained or incorporated by reference in this prospectus
supplement and the prospectus. We have not authorized anyone to provide you with different
information.
We are not offering the notes in any state where the offer is not permitted.
We do not claim the accuracy of the information in this prospectus supplement and the prospectus as
of any date other than the dates stated on their respective covers.
Dealers will deliver a prospectus supplement and prospectus when acting as underwriters of the
notes and with respect to their unsold allotments or subscriptions. In addition, until the date
which is 90 days after the date of this prospectus supplement, all dealers selling the notes will
deliver a prospectus supplement and prospectus. Such delivery obligations may be satisfied by
filing the prospectus supplement and prospectus with the Securities and Exchange Commission.