Prospectus Supplement dated June 13, 2007 to Prospectus dated June 12, 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 A(2007-8) Notes
Principal amount $500,000,000
Interest rate 5.59% per year
Interest payment dates 15th day of each month,
beginning in August 2007
Expected principal payment date June 15, 2012
Legal maturity date November 17, 2014
Expected issuance date June 22, 2007
Proceeds to the issuing entity $498,562,700 (or 99.71254%)
The Class A(2007-8) notes are a tranche of the Class A 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 A(2007-8) notes paid to the issuing entity and the proceeds from the sales of the Class
A(2007-8) notes paid to the underwriters by investors.
Credit Enhancement: Interest and principal on the Class B notes and the Class C notes of the BAseries are
subordinated to payments on the Class A notes as described herein and in the accompanying prospectus.
The Class A(2007-8) notes will have the benefit of an interest rate swap agreement provided by Bank of
America, N.A., as derivative counterparty.
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You should consider the discussion under "Risk Factors" beginning on page S-8 of this prospectus supplement and 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.
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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
ABN AMRO Incorporated
Merrill Lynch & Co.
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 A(2007-8) 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 A(2007-8) notes.
References to the prospectus mean the prospectus accompanying this prospectus supplement.
This prospectus supplement may be used to offer and sell the Class A(2007-8) 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 A(2007-8) 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 A(2007-8) Summary..................S-4
Risk Factors.............................S-8
Transaction Parties.....................S-10
BA Credit Card Trust................S-10
BA Master Credit Card Trust II......S-10
BA Credit Card Funding, LLC.........S-10
FIA and Affiliates..................S-11
Use of Securitization as
a Source of Funding...........S-11
The Bank of New York................S-12
Wilmington Trust Company............S-12
Derivative Counterparty.............S-12
The Class A(2007-8) Notes...............S-13
Securities Offered..................S-14
The BAseries........................S-14
Interest............................S-15
Principal...........................S-15
Nominal Liquidation Amount..........S-16
Subordination; Credit Enhancement...S-16
Required Subordinated Amount........S-18
Revolving Period....................S-19
Early Redemption of Notes...........S-19
Optional Redemption by
the Issuing Entity.................S-20
Events of Default...................S-20
Issuing Entity Accounts.............S-20
Security for the Notes..............S-21
Limited Recourse to
the Issuing Entity.................S-21
Derivative Agreement................S-21
Accumulation Reserve Account........S-25
Shared Excess Available Funds.......S-25
Stock Exchange Listing..............S-26
Ratings.............................S-26
Underwriting............................S-26
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 A(2007-8) 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 A(2007-8) 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 A notes or other notes that are included in
the Class A(2007-8) 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
Derivative Counterparty Bank of America, N.A.
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: $90,287,683,492
day on June 1, 2007)
Finance charge receivables: $1,455,742,544
Account average principal balance: $1,683
Account average credit limit: $13,915
Account average age: approximately 88 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: 12.3%
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 A(2007-8)
Class Class A
Series BAseries
Initial Principal Amount $500,000,000
Initial Nominal Liquidation Amount $500,000,000
Expected Issuance Date June 22, 2007
Credit Enhancement Subordination of the Class B and the Class C notes
Credit Enhancement Amount Required Subordinated Amount
Required Subordinated Amount of Class B Notes Applicable required subordination percentage of Class B notes
multiplied by the adjusted outstanding dollar principal amount of the
Class A(2007-8) notes.
Required Subordination Percentage of Class B Notes 8.72093%. However, see "The Class A(2007-8) Notes-Required
Subordinated Amount" for a discussion of the calculation of the
applicable stated percentage and the method by which the applicable
stated percentage may be changed in the future.
Required Subordinated Amount of Class C Notes Applicable required subordination percentage of Class C notes
multiplied by the adjusted outstanding dollar principal amount of the
Class A(2007-8) notes.
Required Subordination Percentage of Class C Notes 7.55814%. However, see "The Class A(2007-8) Notes-Required
Subordinated Amount" for a discussion of the calculation of the
applicable stated percentage and the method by which the applicable
stated percentage may be changed in the future.
Accumulation Reserve Account Targeted Deposit 0.5% of the outstanding dollar principal amount of the Class A(2007-8)
notes.
Risk Factors Investment in the Class A(2007-8) notes involves risks. You should
consider carefully the risk factors beginning on page S-8 in this
prospectus supplement and page 28 in the prospectus.
Interest
Interest Rate 5.59% per year.
Distribution Dates The 15th day of each calendar month (or the next Business Day if the
15th is not a Business Day).
Interest Accrual Method 30/360
Interest Accrual Periods From and including the issuance date to but excluding the 15th day of
the calendar month in which the first interest payment date occurs and
then from and including the 15th day of each calendar month to but
excluding the 15th day in the next calendar month.
Interest Payment Dates Each distribution date starting on August 15, 2007
First Interest Payment Date August 15, 2007
First Interest Payment $4,114,861.11
Business Day New York, New York and Newark, Delaware
Principal
Expected Principal Payment Date June 15, 2012
Legal Maturity Date November 17, 2014
Revolving Period End Between 12 and 1 months prior to expected principal payment date
Servicing Fee 2% of the nominal liquidation amount
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Anticipated Ratings The Class A(2007-8) notes must be rated by at least one of the
following nationally recognized rating agencies:
Moody's: Aaa
Standard & Poor's: AAA
Fitch: AAA
Derivative Agreement The Class A(2007-8) notes will have the benefit of an interest rate
swap agreement (referred to as the derivative agreement) provided by
Bank of America, N.A., as derivative counterparty. Under the derivative
agreement, for each Transfer Date:
• the derivative counterparty will make a payment to the issuing
entity, based on the outstanding dollar principal amount of the
Class A(2007-8) notes, at a rate equal to 5.59% per year; and
• the issuing entity will make a payment to the derivative
counterparty, based on the outstanding dollar principal amount of
the Class A(2007-8) notes, at a rate not to exceed one-month LIBOR
(for the related interest period) plus 0.03% per year.
For a more detailed discussion of the derivative agreement, see "The
Class A(2007-8) Notes-Derivative Agreement."
Early Redemption Events Early redemption events applicable to the Class A(2007-8) 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.
If an early redemption event (other than clause (iii) above) applicable
to the Class A(2007-8) notes occurs and the derivative agreement has
not been terminated or an interest reserve account event has not
occurred, Available Principal Amounts allocable to the Class A(2007-8)
notes together with any amounts in the principal funding subaccount for
the Class A(2007-8) notes will not be paid to the holders of the Class
A(2007-8) notes, but instead will be retained in the principal funding
subaccount and paid to the Class A(2007-8) noteholders on the expected
principal payment date of the Class A(2007-8) notes. See "The Class
A(2007-8) Notes-Early Redemption of Notes."
If following an early redemption event for the Class A(2007-8) notes
(i) the derivative agreement terminates, (ii) an interest reserve
account event occurs, (iii) the issuing entity becomes an "investment
company" within the meaning of the Investment Company Act of 1940, as
amended or (iv) an event of default and acceleration of the Class
A(2007-8) notes occurs, Available Principal Amounts will be paid to the
Class A(2007-8) noteholders. See "The Class A(2007-8) Notes-Early
Redemption of Notes."
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See "The Class A(2007-8) Notes-Derivative Agreement" for a description
of the events leading to the occurrence of an interest reserve account
event.
Events of Default Events of default applicable to the Class A(2007-8) 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).
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 A(2007-8) 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 A(2007-8)
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) 651-1000.
Clearing and Settlement DTC/Clearstream/Euroclear
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Risk Factors
The risk factors disclosed in this section and in "Risk Factors" in the accompanying prospectus
describe the principal risk factors of an investment in the Class A(2007-8) notes.
The derivative agreement can affect the amount of credit enhancement available to the notes.
Since the derivative counterparty makes payments under the derivative agreement based on a
fixed rate for the related Transfer Date and the issuing entity makes payments under the
derivative agreement based on a floating rate for the related Transfer Date, it is possible
that the amount owing to the derivative counterparty for any Transfer Date could exceed the
amount owing to the issuing entity for the related Transfer Date and that a net derivative
payment will be owing by the issuing entity to the derivative counterparty. If a net derivative
payment is owing by the issuing entity to the derivative counterparty for any Transfer Date,
the derivative counterparty will be entitled to that payment from Available Funds and certain
other available amounts otherwise allocated to the Class A(2007-8) notes and deposited into the
interest funding subaccount for the Class A(2007-8) notes. If deposits to the interest funding
subaccount for net derivative payments are made out of reallocated Available Principal Amounts,
the amount of credit enhancement supporting the Class A(2007-8) notes may be reduced.
A payment default under the derivative agreement or a termination of the derivative agreement
may result in early or reduced payment on the notes.
If the long-term, senior unsecured debt rating of the derivative counterparty is reduced below
"BBB-" by Standard & Poor's or below "Baa3" by Moody's, or if either rating is withdrawn by
Standard & Poor's or Moody's, the derivative counterparty will be directed to assign its rights
and obligations under the derivative agreement to a replacement derivative counterparty. You
should be aware that there may not be a suitable replacement derivative counterparty. In
addition, we cannot assure you that any assignment of the derivative counterparty's rights and
obligations will occur.
A payment default by the derivative counterparty or the issuing entity may result in the
termination of the derivative agreement.
The derivative agreement may also be terminated upon the occurrence of certain other events
described under "The Class A(2007-8) Notes-Derivative Agreement."
Although the rating agencies have not relied on the ratings of the derivative counterparty in
rating any notes, but rather have relied on the value of the receivables and the benefits of
the applicable credit enhancement, we cannot assure you that interest on the Class A(2007-8)
notes can be paid if a payment default by the derivative counterparty occurs.
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The occurrence of certain events may result in early payment on the notes.
The occurrence of the issuing entity becoming an "investment company" within the meaning of the
Investment Company Act of 1940, as amended (an "investment company early redemption event")
will cause Available Principal Amounts allocable to the Class A(2007-8) notes, including
amounts on deposit in the related principal funding subaccount, if any, to be paid to the Class
A(2007-8) noteholders as described under "The Indenture-Early Redemption Events" in the
prospectus. The occurrence of an early redemption event other than an investment company early
redemption event will cause Available Principal Amounts allocable to the Class A(2007-8) notes
to be accumulated in the related principal funding subaccount and not paid to the Class
A(2007-8) noteholders until the expected principal payment date for the Class A(2007-8) notes,
unless any of the following events occurs: the derivative agreement is terminated, an interest
reserve account event occurs (as described under "The Class A(2007-8) Notes-Derivative
Agreement"), an investment company early redemption event occurs or an event of default and
acceleration of the Class A(2007-8) notes occurs. Upon the occurrence of any such event, such
amounts will not be accumulated, but instead will be paid to the Class A(2007-8) noteholders.
We cannot assure you that any of these events will not occur prior to the expected principal
payment date. See "The Class A(2007-8) Notes-Derivative Agreement" in this prospectus
supplement and "The Indenture-Events of Default" and "Master Trust II-Pay Out Events" in the
prospectus.
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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
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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.
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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.
Derivative Counterparty
Bank of America, N.A. (referred to as the derivative counterparty) is a national banking association
organized under the laws of the United States, with its principal executive offices located in Charlotte,
North Carolina. The derivative counterparty is a wholly-owned indirect subsidiary of Bank of America
Corporation (the "Corporation") and is engaged in a general consumer banking, commercial banking and trust
business, offering a wide range of commercial, corporate, international, financial market, retail and
fiduciary banking services. As of March 31, 2007, the derivative counterparty had consolidated assets of
$1,204 billion, consolidated deposits of $761 billion and stockholder's equity of $109 billion based on
regulatory accounting principles.
The Corporation is a bank holding company and a financial holding company, with its principal
executive offices located in Charlotte, North Carolina. Additional information regarding the Corporation is
set forth in its Annual Report on Form 10-K for the fiscal year ended December 31, 2006, together with any
subsequent documents it filed with the Securities and Exchange Commission (the "SEC") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
Recent Developments: In April 2007, the Corporation announced an agreement to purchase ABN AMRO North
America Holding Company, parent company of LaSalle Bank Corporation, from ABN AMRO Bank N.V (collectively,
"ABN AMRO") for $21 billion in cash. The transaction has been approved by both companies' boards of
directors. On May 3, 2007, a court in the Netherlands ruled that ABN AMRO is enjoined from consummating the
transaction until ABN AMRO's public shareholders vote on the proposed transaction. The Corporation has filed
a lawsuit against ABN AMRO in a federal district court located in New York to enforce its legal rights.
Additional information regarding the foregoing is available from the filings made by the Corporation
with the SEC, which filings can be inspected and copied at the public reference
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facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549, United States, at prescribed
rates. In addition, the SEC maintains a website at http://www.sec.gov, which contains reports, proxy statements
and other information regarding registrants that file such information electronically with the SEC.
The information concerning the Corporation and the derivative counterparty contained herein is
furnished solely to provide limited introductory information and does not purport to be comprehensive. Such
information is qualified in its entirety by the detailed information appearing in the documents and financial
statements referenced herein.
Moody's currently rates the derivative counterparty's long-term debt as "Aaa" and short-term debt as
"P-1." The outlook is stable. Standard & Poor's rates the derivative counterparty's long-term debt as "AA+"
and its short-term debt as "A-1+." The outlook is stable. Fitch rates long-term debt of the derivative
counterparty as "AA" and short-term debt as "F1+." The outlook is stable. Further information with respect
to such ratings may be obtained from Moody's, Standard & Poor's and Fitch, respectively. No assurances can
be given that the current ratings of the derivative counterparty's instruments will be maintained.
The derivative counterparty will provide copies of the most recent Bank of America Corporation Annual
Report on Form 10-K, any subsequent reports on Form 10-Q, and any required reports on Form 8-K (in each case
as filed with the Commission pursuant to the Exchange Act), and the publicly available portions of the most
recent quarterly Call Report of the derivative counterparty delivered to the Comptroller of the Currency,
without charge, to each person to whom this document is delivered, on the written request of such person.
Written requests should be directed to:
Bank of America Corporate Communications
100 North Tryon Street, 18th Floor
Charlotte, North Carolina 28255
Attention: Corporate Communications
The delivery of this prospectus supplement shall not create any implication that there has been no
change in the affairs of the Corporation or the derivative counterparty since the date hereof, or that the
information with respect to the Corporation or the derivative counterparty contained or referred to herein is
correct as of any time subsequent to the dates referred to herein.
The information in the preceding eight paragraphs has been provided by the derivative counterparty.
The issuing entity makes no representations as to the accuracy or completeness of such information.
The Class A(2007-8) Notes
The Class A(2007-8) 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 A(2007-8) 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
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Class A(2007-8) notes, the indenture and the BAseries indenture supplement. So long as the conditions to issuance
are met or waived, additional Class A(2007-8) notes may be issued on any date or in any amount. There is no
limit on the total dollar principal amount of Class A(2007-8) 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 A(2007-8) 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 A(2007-8) notes are a tranche of Class A notes of
the BAseries. The Class A(2007-8) notes are issued by, and are obligations of, the BA Credit Card Trust.
On the expected issuance date, the Class A(2007-8) notes are expected to be the sixty-seventh tranche
of Class A 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.
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.
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Interest
Interest on the Class A(2007-8) notes will accrue at the fixed rate specified on the cover page of
this prospectus supplement.
Interest on the Class A(2007-8) notes for any interest payment date will equal one-twelfth of the
product of:
o the Class A(2007-8) note interest rate multiplied by
o the outstanding dollar principal amount of the Class A(2007-8) notes as of the related record date.
The payment of interest on the Class A(2007-8) notes on any payment date is senior to the payment of
interest on Class B and Class C notes of the BAseries on that 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 issuing entity will pay interest on the Class A(2007-8) notes solely from the portion of BAseries
Available Funds and from other amounts that are available to the Class A(2007-8) 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 A(2007-8) notes, Class A(2007-8) 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 A(2007-8) notes in one
payment on its expected principal payment date, and is obligated to do so if funds are available for that
purpose. If the stated principal amount of the Class A(2007-8) notes is not paid in full on the expected
principal payment date due to insufficient funds, noteholders will generally not have any remedies against
the issuing entity until the legal maturity date of the Class A(2007-8) notes.
In addition, if the stated principal amount of the Class A(2007-8) notes is not paid in full on the
expected principal payment date, then an early redemption event will occur for the
Class A(2007-8) notes and principal and interest payments on the Class A(2007-8) 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 A(2007-8) 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
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acceleration occurs for the Class A(2007-8) 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 A(2007-8) notes solely from the portion of BAseries
Available Principal Amounts and from other amounts which are available to the Class A(2007-8) 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 A(2007-8) notes, Class A(2007-8)
noteholders will have no recourse to any other 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 A(2007-8) notes will be provided through subordination. The amount
of subordination available to provide credit enhancement to any tranche of notes is limited to its available
subordinated amount. If the available subordinated amount for any tranche of notes has been reduced to zero,
losses will be allocated to that tranche of notes pro rata based on its nominal liquidation amount. The
nominal liquidation amount of those notes will be reduced by the amount of losses allocated to it and it is
unlikely that those notes will receive their full payment of principal.
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 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
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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 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:
• 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.
• 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.
• 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.
• 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.
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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.
For the Class A(2007-8) notes, the required subordinated amount of Class B notes is equal to 8.72093% of the
adjusted outstanding dollar principal amount of the Class A(2007-8) notes, and the required subordinated
amount of Class C notes is equal to 7.55814% of the adjusted outstanding dollar principal amount of the
Class A(2007-8) notes.
Similarly, the required subordinated amount of Class C notes for each tranche of Class B BAseries
notes is generally equal to a stated percentage of its adjusted outstanding dollar principal amount.
However, the required subordinated amount of Class C notes for any tranche of Class B BAseries notes may be
adjusted to reflect 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.
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:
• a decrease in the aggregate adjusted outstanding dollar principal amount of Class A BAseries notes,
• a decrease in the Class A required subordinated amount of Class B notes for outstanding tranches of
Class A BAseries notes, or
• the issuance of additional Class B BAseries notes;
any of which would reduce the amount of credit enhancement provided by an individual tranche of Class B
BAseries notes to the Class A 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
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calculating, the required subordinated amounts for the Class A(2007-8) 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.
Revolving Period
Until principal amounts are needed to be accumulated to pay the Class A(2007-8) notes, principal
amounts allocable to the Class A(2007-8) 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 A(2007-8) 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 A(2007-8) 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 A(2007-8) notes, are
described in "The Notes-Early Redemption of Notes" and "The Indenture-Early Redemption Events" in the
prospectus.
If an early redemption event (other than the issuing entity becoming an "investment company" within
the meaning of the Investment Company Act of 1940, as amended, referred to herein as an investment company
early redemption event) applicable to the Class A(2007-8) notes occurs and the derivative agreement has not
been terminated, an interest reserve account event has not occurred and an event of default and acceleration
of the Class A(2007-8) notes has not occurred, Available Principal Amounts allocable to the Class A(2007-8)
notes together with any amounts in the principal funding subaccount for the Class A(2007-8) notes will not be
paid to the holders of the Class A(2007-8) notes as described under "The Indenture-Early Redemption of the
Notes" in the prospectus, but instead will be retained in the principal funding
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subaccount and paid to the holders of the Class A(2007-8) notes on the expected principal payment date of
the Class A(2007-8) notes. However, if following an early redemption event (i) the derivative agreement
terminates, (ii) an interest reserve account event occurs, (iii) an investment company early redemption
event occurs or (iv) an event of default and acceleration of the Class A(2007-8) notes occurs, such amounts
will not be accumulated in the principal funding subaccount for the Class A(2007-8) notes, but instead will
be paid to the Class A(2007-8) noteholders on each interest payment date.
See "The Indenture-Early Redemption Events" in the prospectus for a description of the investment
company early redemption event and "-Derivative Agreement" below for a description of an interest reserve
account event and the derivative agreement termination events.
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 A(2007-8) notes in whole but not in part on any day on or after
the day on which the nominal liquidation amount of the Class A(2007-8) 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 A(2007-8) 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 A(2007-8) notes will thereafter be made until either the principal of and accrued
interest on the Class A(2007-8) notes are paid in full or the legal maturity date occurs, whichever is
earlier. Any funds in the principal funding subaccount and the interest funding subaccount for the Class
A(2007-8) notes will be applied to make the principal and interest payments on the notes on the redemption
date.
Events of Default
The Class A(2007-8) 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, and the accumulation reserve account will have subaccounts for
the Class A(2007-8) notes.
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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 A(2007-8) notes are secured by a shared security interest in:
• the collateral certificate;
• the collection account;
• the applicable principal funding subaccount;
• the applicable interest funding subaccount;
• the applicable accumulation reserve subaccount; and
• the applicable derivative agreement.
However, the Class A(2007-8) 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 A(2007-8) notes are provided by:
• the portion of the Available Principal Amounts and Available Funds allocated to the BAseries and
available to the Class A(2007-8) notes, and
• funds in the applicable issuing entity accounts for the Class A(2007-8) notes.
Class A(2007-8) 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 A(2007-8) 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 A(2007-8) notes or (iii) on the legal maturity date for
the Class A(2007-8) notes, as described in "Sources of Funds to Pay the Notes-Sale of Credit Card
Receivables" in the prospectus, the Class A(2007-8) noteholders have recourse only to the proceeds of that
sale.
Derivative Agreement
The amount payable by the derivative counterparty to the issuing entity under the derivative agreement
will be, for each Transfer Date, an amount equal to one-twelfth of the
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product of (a) 5.59% and (b) the outstanding dollar principal amount of the Class A(2007-8) notes at the end of
the prior month (or, with respect to the Transfer Date related to the initial interest period, the initial dollar
principal amount of the Class A(2007-8) notes). In the case of the first Transfer Date, such amounts will include
accrued amounts for the period from and including the issuance date to but excluding the first interest payment date.
Payments from the derivative counterparty to the issuing entity will be calculated on the basis of a 360-day
year and twelve 30-day months.
The amount payable by the issuing entity to the derivative counterparty under the derivative
agreement will be, for each Transfer Date, an amount equal to the product of:
(i) a fraction, the numerator of which is the actual number of days in the interest period relating
to such Transfer Date, and the denominator of which is 360;
(ii) a rate not to exceed LIBOR prevailing on the related LIBOR determination date with respect to
such interest period plus 0.03% per year; and
(iii) the outstanding dollar principal amount of the Class A(2007-8) notes at the end of the prior
month (or, with respect to the Transfer Date related to the initial interest period, the
initial dollar principal amount of the Class A(2007-8) notes).
An "interest period" begins on and includes an interest payment date and ends on but excludes the next
interest payment date. However, the first interest period will begin on and include the issuance date.
"LIBOR" is the London interbank offered rate for U.S. dollar deposits for a one-month period as of each LIBOR
determination date. A "LIBOR determination date" means June 20, 2007 for the period from and including the
issuance date to but excluding August 15, 2007 and for each interest period thereafter, the second London
business day prior to the interest payment date on which such interest period commences. A "London business
day" means any Business Day on which dealings in deposits in United States dollars are transacted in the
London interbank market.
For each Transfer Date, the net derivative receipt, if any, will be treated as Available Funds. The
net derivative payment, if any, will be paid to the derivative counterparty out of Available Funds and
certain other available amounts allocated to the Class A(2007-8) notes and deposited into the related
interest funding subaccount, including amounts on deposit in the accumulation reserve subaccount and
reallocated Available Principal Amounts, based on the respective amounts due as described under "Sources of
Funds to Pay the Notes-Deposit and Application of Funds for the BAseries-Targeted Deposits of BAseries
Available Funds to the Interest Funding Account" in the prospectus.
The "net derivative payment," for any Transfer Date, means, (a) if the netting provisions of the
derivative agreement apply, the amount by which the floating amount for such date exceeds the fixed amount
for such date, and (b) otherwise, an amount equal to the floating amount for such date.
The "net derivative receipt," for any Transfer Date, means, (a) if the netting provisions of the
derivative agreement apply, the amount by which the fixed amount for such date exceeds the
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floating amount for such date, and (b) otherwise, an amount equal to the fixed amount for such date.
The netting provisions of the derivative agreement will apply unless the issuing entity elects gross
payments to be made pursuant to the provisions of the derivative agreement. If the issuing entity elects
gross payments under the derivative agreement, the issuing entity's obligation to pay the floating amount on
any Transfer Date to the derivative counterparty pursuant to the terms of the derivative agreement is
conditioned upon the prior receipt of the fixed amount from the derivative counterparty for such date.
The "fixed amount," for any Transfer Date, means an amount equal to the fixed amount (including any
termination payments pursuant to the derivative agreement) payable by the derivative counterparty to the
issuing entity for such date pursuant to the terms of the derivative agreement.
The "floating amount," for any Transfer Date, means an amount equal to the floating amount payable by
the issuing entity to the derivative counterparty for such date pursuant to the derivative agreement minus
the excess of (i) the targeted amount of principal funding subaccount earnings for the Class A(2007-8) notes
for the related month over (ii) the sum of the amount actually earned on such funds for the related month,
plus amounts withdrawn from the applicable accumulation reserve subaccount, plus collections of finance
charge receivables allocable to the designated portion of the Transferor Interest, if any, plus amounts
withdrawn from a derivative reserve account, in each case, to cover shortfalls on principal funding
subaccount earnings, if any. The floating amount does not include any termination payments payable by the
issuing entity to the derivative counterparty pursuant to the derivative agreement.
The derivative agreement will terminate by its terms, whether or not the Class A(2007-8) notes have
been paid in full prior to such termination, upon the earliest to occur of:
(i) the termination of the issuing entity pursuant to the terms of the indenture;
(ii) the payment in full of the Class A(2007-8) notes;
(iii) the expected principal payment date for the Class A(2007-8) notes;
(iv) the insolvency, conservatorship or receivership of the derivative counterparty;
(v) the failure on the part of the issuing entity or the derivative counterparty to make any
payment under the derivative agreement within the applicable grace period, if any;
(vi) illegality on the part of the issuing entity or the derivative counterparty to be a party to,
or perform an obligation under, the derivative agreement;
(vii) either the issuing entity or the derivative counterparty will, or there is a substantial
likelihood that it will, be required to pay certain taxes or deduct or withhold part of payment
received for or on account of a tax;
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(viii) failure of the derivative counterparty to provide certain organizational or financial
information to the issuing entity to the extent that the significance percentage of the
derivative agreement is 10% or more; and
(ix) the issuing entity amends the master trust II agreement, the Series 2001-D supplement, the
trust agreement, the indenture or the BAseries indenture supplement without the consent of the
derivative counterparty in a manner that would have an adverse effect on the derivative
counterparty or would adversely impact the issuing entity's ability to perform under the
derivative agreement.
In the event that the derivative agreement terminates prior to the payment in full of the Class
A(2007-8) notes, applications of Available Funds to fund targeted deposits to the interest funding subaccount
will be made without the benefit of any net derivative receipts that might have been due for any future
Transfer Dates.
If (i) the derivative counterparty's or a replacement derivative counterparty's short-term credit
rating from Standard & Poor's is below "A-1", (ii) in the case of a replacement derivative counterparty that
does not have a short-term credit rating from Standard & Poor's, such derivative counterparty's long-term,
senior, unsecured debt rating from Standard & Poor's is below "A+", or (iii) any such relevant rating is
withdrawn by Standard & Poor's, the derivative counterparty will be required within 30 days from the date of
such rating or withdrawal to fund an interest reserve account in an amount equal to one-twelfth of the
product of (a) 5.59% and (b) the outstanding dollar principal amount of the Class A(2007-8) notes at the end
of the month preceding such reduction or withdrawal (the "required interest reserve amount"). On any Transfer
Date after such deposit, if Standard & Poor's short-term credit rating of the derivative counterparty or
replacement derivative counterparty is "A-1" or higher, or if Standard & Poor's long-term, senior, unsecured
debt rating of a replacement derivative counterparty that does not have a short-term credit rating from
Standard & Poor's is "A+" or higher, the issuing entity will distribute any amounts on deposit in the
interest reserve account to the derivative counterparty pursuant to the terms of the derivative agreement.
The issuing entity will establish and maintain the interest reserve account for the benefit of the Class
A(2007-8) noteholders. There can be no assurance that the derivative counterparty can or will adequately fund
the interest reserve account. If the derivative counterparty fails to adequately fund the interest reserve
account within 30 days of such reduction or withdrawal (an "interest reserve account event"), then (i) if an
early redemption event has not previously occurred, upon the occurrence of an early redemption event,
Available Principal Amounts allocable to the Class A(2007-8) notes, together with any amounts in the
principal funding subaccount for the Class A(2007-8) notes, will not be retained in such subaccount and will
be paid to the Class A(2007-8) noteholders or (ii) if an early redemption event has previously occurred, upon
the occurrence of such interest reserve account event, any amounts in the principal funding subaccount for
the Class A(2007-8) notes will not be retained in such account and will, together with Available Principal
Amounts allocable to the Class A(2007-8) notes, if any, be paid to the Class A(2007-8) noteholders.
All amounts on deposit in the interest reserve account on any Transfer Date (after giving effect to
any deposits to the interest reserve account to be made on such Transfer Date) will be invested in Permitted
Investments. Investment earnings on amounts on deposit in the interest
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reserve account will be retained in the interest reserve account (to the extent the amount on deposit is less
than the required interest reserve amount) or paid to the derivative counterparty.
On the Transfer Date on or following the termination of the derivative agreement due to a default by
the derivative counterparty, the issuing entity will withdraw an amount equal to the net derivative receipt,
if any, for such Transfer Date, plus the amount of any net derivative receipt previously due but not paid,
from funds on deposit in the interest reserve account, if any, and treat such amounts as Available Funds as
described under "Sources of Funds to Pay the Notes-Deposit and Application of Funds for the BAseries-BAseries
Available Funds" in the prospectus as if such amounts were a net derivative receipt received from the
derivative counterparty. The interest reserve account will thereafter be terminated.
Upon the termination of the interest reserve account, any remaining amounts that had been on deposit
therein will be paid to the derivative counterparty.
In the event the long-term, senior, unsecured debt rating of the derivative counterparty or a
replacement derivative counterparty is reduced below "BBB-" by Standard & Poor's or below "Baa3" by Moody's,
or is withdrawn by either Standard & Poor's or Moody's, the issuing entity will direct the derivative
counterparty to assign its rights and obligations under the derivative agreement to a replacement derivative
counterparty. There can be no assurance that a successor derivative counterparty will be found or that such
assignment can be made.
The rating agencies have not relied on the ratings of the derivative counterparty in rating the Class
A(2007-8) notes but rather on the value of the receivables in master trust II and the terms of the applicable
credit enhancements.
The "significance percentage" of the derivative agreement, as calculated in accordance with Item 1115
of Regulation AB, is less than 10%.
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 A(2007-8) notes.
The amount targeted to be deposited in the accumulation reserve subaccount for the Class A(2007-8)
notes is zero, unless more than one budgeted deposit is required to accumulate and pay the principal of the
Class A(2007-8) 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 A(2007-8) 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.
S-25
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 A(2007-8) 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 A(2007-8) 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) 651-1000.
Ratings
The issuing entity will issue the Class A(2007-8) notes only if they are rated at least "AAA" or "Aaa"
or its equivalent by at least one nationally recognized rating agency.
Other tranches of Class A notes may have different rating requirements from the
Class A(2007-8) notes.
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 A(2007-8) 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 A(2007-8)
notes set forth opposite its name:
S-26
Principal
Underwriters Amount
----------------
Banc of America Securities LLC.......................................... $ 125,000,000
ABN AMRO Incorporated................................................... 125,000,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated....................................... 125,000,000
Greenwich Capital Markets, Inc.......................................... 125,000,000
----------------
Total........................................................... $ 500,000,000
================
The several underwriters have agreed, subject to the terms and conditions of the underwriting
agreement, to purchase all $500,000,000 of the aggregate principal amount of the Class A(2007-8) notes if any
of the Class A(2007-8) notes are purchased.
The underwriters have advised the issuing entity that the several underwriters propose to offer the
Class A(2007-8) 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 A(2007-8) notes will be underwriters, and the difference
between the purchase price for the Class A(2007-8) notes paid to the issuing entity and the proceeds from the
sales of the Class A(2007-8) notes realized by the underwriters and any dealers that participate with the
underwriters in the distribution of the
Class A(2007-8) notes will constitute underwriting discounts and commissions.
Each underwriter of the Class A(2007-8) notes has agreed that:
• 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 A(2007-8) notes
in, from or otherwise involving the United Kingdom; and
• 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 A(2007-8)
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 A(2007-8) notes, the underwriters may engage in:
• over-allotments, in which members of the syndicate selling the Class A(2007-8) notes sell more notes
than the issuing entity actually sold to the syndicate, creating a syndicate short position;
• stabilizing transactions, in which purchases and sales of the Class A(2007-8) notes may be made by the
members of the selling syndicate at prices that do not exceed a specified maximum;
S-27
• syndicate covering transactions, in which members of the selling syndicate purchase the Class
A(2007-8) notes in the open market after the distribution has been completed in order to cover
syndicate short positions; and
• penalty bids, by which the underwriter reclaims a selling concession from a syndicate member when any
of the Class A(2007-8) 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 A(2007-8) 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 A(2007-8) notes, is an affiliate
of each of FIA, Funding and the derivative counterparty. Affiliates of FIA, Funding, Banc of America
Securities LLC and the derivative counterparty may purchase all or a portion of the Class A(2007-8) notes.
Proceeds to the issuing entity from the sale of the Class A(2007-8) 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 $700,000.
S-28
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 of Percentage of Percentage of
Total Total 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 of Percentage of Percentage of
Total Total 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 figure.
Total charge-offs as a percentage of average principal receivables outstanding for the month ended
April 30, 2007 were 5.37% calculated as an annualized figure. 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
A-I-3
periods indicated. Finance charges and fees are comprised of monthly cash collections of periodic finance charges
and other credit card fees including interchange.
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 figure.
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
A-I-4
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 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
A-I-5
month to month due to seasonal variations, general economic conditions and payment habits of individual cardholders.
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 June 1, 2007. Because the future composition of the Master Trust II Portfolio may change over
time, neither these tables nor the information contained in "Class A(2007-8) 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 Percentage of
Number of Total Number of Total
Account Balance Range Accounts Accounts Receivables Receivables
- ---------------------------------- ---------------------------------------------------------------------------
Credit Balance.................... 1,048,917 2.0% $ (126,303,814) (0.1)%
No Balance........................ 30,722,847 57.3 0 0.0
$ .01-$ 5,000.00....... 15,714,993 29.3 22,576,217,322 24.6
$ 5,000.01-$10,000.00............ 3,612,873 6.7 25,756,243,814 28.0
$10,000.01-$15,000.00............. 1,357,947 2.5 16,513,571,158 18.0
$15,000.01-$20,000.00............. 592,386 1.1 10,204,940,556 11.1
$20,000.01-$25,000.00............. 283,136 0.5 6,303,387,633 6.9
$25,000.01 or More................ 298,504 0.6 10,515,369,367 11.5
Total......................... --------------- ---------------- ----------------------- ---------------
53,631,603 100.0% $ 91,743,426,036 100.0%
===========================================================================
Composition by Credit Limit
Master Trust II Portfolio
Percentage of Percentage of
Number of Total Number of Total
Credit Limit Range Accounts Accounts Receivables Receivables
- --------------------------------- ---------------------------------------------------------------------------
Less than or equal to $5,000.00.. 11,155,451 20.8% $ 7,078,796,307 7.7%
$ 5,000.01-$10,000.00........... 12,469,808 23.2 16,204,852,458 17.7
$10,000.01-$15,000.00............ 10,440,500 19.5 17,128,097,108 18.7
$15,000.01-$20,000.00............ 7,648,886 14.3 14,652,535,175 16.0
$20,000.01-$25,000.00............ 5,839,752 10.9 14,436,517,334 15.7
$25,000.01 or More............... 6,077,206 11.3 22,242,627,654 24.2
Total........................ ---------------- ---------------- ----------------------- ---------------
53,631,603 100.0% $91,743,426,036 100.0%
============================================================================
Composition by Period of Delinquency
Master Trust II Portfolio
Percentage of Percentage of
Period of Delinquency Number of Total Number of Total
(Days Contractually Delinquent) Accounts Accounts Receivables Receivables
- --------------------------------- ---------------------------------------------------------------------------
Not Delinquent................... 52,184,741 97.3% $ 83,370,967,589 90.8%
Up to 29 Days.................... 692,134 1.3 3,655,125,676 4.0
30 to 59 Days.................... 245,948 0.5 1,429,442,171 1.6
60 to 89 Days.................... 142,102 0.3 875,507,914 1.0
90 to 119 Days................... 127,851 0.2 816,808,793 0.9
120 to 149 Days.................. 115,970 0.2 754,715,876 0.8
150 to 179 Days.................. 122,436 0.2 837,500,414 0.9
180 or More Days................. 421 0.0 3,357,603 0.0
Total........................ ---------------- ---------------- ----------------------- ---------------
53,631,603 100.0% $91,743,426,036 100.0%
============================================================================
A-I-7
Composition by Account Age
Master Trust II Portfolio
Percentage of Percentage of
Number of Total Number of Total
Account Age Accounts Accounts Receivables Receivables
- --------------------------------- ---------------------------------------------------------------------------
Not More than 6 Months........... 608,322 1.1% $ 1,213,078,117 1.3%
Over 6 Months to 12 Months....... 1,875,600 3.5 3,633,524,219 4.0
Over 12 Months to 24 Months...... 4,681,283 8.7 8,726,731,455 9.5
Over 24 Months to 36 Months...... 4,796,260 8.9 9,123,426,544 9.9
Over 36 Months to 48 Months...... 6,544,906 12.2 10,753,590,394 11.7
Over 48 Months to 60 Months...... 4,574,515 8.5 7,552,194,027 8.2
Over 60 Months to 72 Months...... 4,378,419 8.2 6,912,790,938 7.5
Over 72 Months................... 26,172,298 48.9 43,828,090,342 47.9
Total........................ ---------------- ---------------- ----------------------- ---------------
53,631,603 100.0% $ 91,743,426,036 100.0%
============================================================================
Geographic Distribution of Accounts
Master Trust II Portfolio
Percentage of Percentage of
Number of Total Number of Total
State Accounts Accounts Receivables Receivables
- --------------------------------- ---------------------------------------------------------------------------
California....................... 6,067,684 11.3% $ 11,197,839,815 12.2%
Florida.......................... 4,346,396 8.1 7,140,333,179 7.8
New York......................... 3,435,415 6.4 5,780,166,395 6.3
Texas............................ 3,202,684 6.0 6,314,183,138 6.9
Pennsylvania..................... 2,897,095 5.4 4,120,352,071 4.5
New Jersey....................... 2,229,503 4.2 3,735,117,517 4.1
Illinois......................... 1,975,444 3.7 3,254,519,167 3.5
Virginia......................... 1,868,270 3.5 3,003,427,023 3.3
Ohio............................. 1,844,830 3.4 2,945,827,793 3.2
Georgia.......................... 1,750,673 3.3 3,486,366,349 3.8
Other............................ 24,013,609 44.7 40,765,293,589 44.4
Total........................ --------------- ----------------- ----------------------- ---------------
53,631,603 100.0% $ 91,743,426,036 100.0%
============================================================================
Since the largest number of cardholders (based on billing address) whose accounts were included in
master trust II as of June 1, 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
Issuance Nominal Principal Legal
Class A 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% February 17, 2012 July 17, 2014
(2)
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% July 17, 2009 December 19, 2011
(3)
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% October 19, 2009 March 19, 2012
(4)
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% April 19, 2010 September 19, 2012
(5)
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% January 17, 2014 June 17, 2016
(6)
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% May 18, 2011 October 17, 2013
(7)
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% September 19, 2011 February 20, 2014
(8)
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)
Expected
Issuance Nominal Principal Legal
Class A 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 + March 2014 August 2016
0.03%(9)
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
_______________________
(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
Issuance Nominal Principal Legal
Class B Date Liquidation Amount Note Interest Rate Payment Date Maturity Date
- ------------------------------------------------------------------------------------------------------------------------------------
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% September 18, 2013 February 17, 2016
(1)
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(3) $ 425,000,000(3) One Month LIBOR + 0.09% April 2010 September 2012
_______________________
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.
3 Of the $425,000,000 principal amount of the Class B(2007-4) notes, $250,000,000 was issued on May 15, 2007,
and $175,000,000 is expected to be issued on June 22, 2007
A-II-3
BAseries
Class C Notes
Expected
Issuance Nominal Liquidation Principal Legal Maturity
Class C Date Amount Note Interest Rate Payment Date 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(2002-3) 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
Class C(2007-2) 5/15/07 $ 150,000,000 One Month LIBOR + 0.27% April 2010 September 2012
_______________________
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-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
3 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
4 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
5 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
6 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
7 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
8 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
9 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
10 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
11 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
12 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
13 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
14 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
$500,000,000
Class A(2007-8) Notes
__________
PROSPECTUS SUPPLEMENT
__________
Underwriters
Banc of America Securities LLC
ABN AMRO Incorporated
Merrill Lynch & Co.
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.