Prospectus Supplement dated August 6, 2008 to Prospectus dated July 28, 2008
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FIA Card Services, National Association
Sponsor, Servicer and Originator
BA Credit Card Funding, LLC
Transferor and Depositor
BA Credit Card Trust
Issuing Entity
BAseries
The issuing entity will issue and sell: Class C(2008-5) Notes
Principal amount $275,000,000
Interest rate one-month LIBOR plus 4.75% per year (determined as
described in the following Class C(2008-5) summary)
Interest payment dates 15th day of each month, beginning in September 2008
Expected principal payment date October 15, 2013
Legal maturity date March 15, 2016
Expected issuance date August 15, 2008
Price to public $275,000,000 (or 100%)
Underwriting Discount $893,750 (or 0.325%)
Proceeds to the issuing entity $274,106,250 (or 99.675%)
The Class C(2008-5) notes are a tranche of the Class C notes of the BAseries.
Subordination: Interest and principal on the Class C notes of the BAseries are subordinated to payments on the Class A notes
and the Class B notes as described herein and in the accompanying prospectus.
Credit Enhancement: The Class C(2008-5) notes will have the benefit of a Class C reserve subaccount as described herein and
in the accompanying prospectus.
___________________________________________________________________________________________________________________________________
You should consider the discussion under "Risk Factors" beginning on page 28 of the accompanying prospectus before you purchase
any notes.
The primary asset of the issuing entity is the collateral certificate, Series 2001-D. The collateral certificate represents an
undivided interest in BA Master Credit Card Trust II. Master Trust II's assets include receivables arising in a portfolio of
unsecured consumer revolving credit card accounts. The notes are obligations of the issuing entity only and are not
obligations of BA Credit Card Funding, LLC, FIA Card Services, National Association, their affiliates or any other person.
Each tranche of notes will be secured by specified assets of the issuing entity as described in this prospectus supplement and
in the accompanying prospectus. Noteholders will have no recourse to any other assets of the issuing entity for payment of the
BAseries notes.
The notes are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency or
instrumentality.
___________________________________________________________________________________________________________________________________
Neither the SEC nor any state securities commission has approved the notes or determined that this prospectus supplement or
the prospectus is truthful, accurate or complete. Any representation to the contrary is a criminal offense.
Underwriters
Banc of America Securities LLC
Barclays Capital
Citi
RBS Greenwich Capital
Important Notice about Information Presented in this
Prospectus Supplement and the Accompanying Prospectus
We provide information to you about the notes in two separate documents:
(a) this prospectus supplement, which will describe the specific terms of the Class C(2008-5) notes, and
(b) the accompanying prospectus, which provides general information about the BAseries notes and each other series
of notes which may be issued by the BA Credit Card Trust, some of which may not apply to the BAseries or the Class C(2008-5)
notes.
References to the prospectus mean the prospectus accompanying this prospectus supplement.
This prospectus supplement may be used to offer and sell the Class C(2008-5) notes only if accompanied by the
prospectus.
This prospectus supplement supplements disclosure in the prospectus.
You should rely only on the information provided in this prospectus supplement and the prospectus including any
information incorporated by reference. We have not authorized anyone to provide you with different information.
We are not offering the Class C(2008-5) 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 178 in the prospectus.
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Table of Contents
Page
Class C(2008-5) Summary...........................S-4
Transaction Parties...............................S-8
BA Credit Card Trust.........................S-8
BA Master Credit Card Trust II...............S-8
BA Credit Card Funding, LLC..................S-8
FIA and Affiliates...........................S-9
Use of Securitization as a
Source of Funding...................S-9
The Bank of New York Mellon ................S-10
Wilmington Trust Company....................S-10
The Class C(2008-5) Notes........................S-10
Securities Offered..........................S-10
The BAseries................................S-10
Interest....................................S-11
Principal...................................S-12
Nominal Liquidation Amount..................S-13
Subordination; Credit Enhancement...........S-13
Required Subordinated Amount................S-14
Class C Reserve Account.....................S-16
Revolving Period............................S-16
Early Redemption of Notes...................S-17
Optional Redemption by the
Issuing Entity...........................S-17
Events of Default...........................S-17
Issuing Entity Accounts.....................S-17
Security for the Notes......................S-18
Limited Recourse to the Issuing
Entity...................................S-18
Accumulation Reserve Account................S-19
Shared Excess Available Funds...............S-19
Stock Exchange Listing......................S-19
Ratings.....................................S-19
Underwriting.....................................S-20
Annex I.........................................A-I-1
Outstanding Series, Classes and
Tranches of Notes............................A-I-1
Annex II.......................................A-II-1
Outstanding Master Trust II Series.............A-II-1
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Class C(2008-5) Summary
This summary does not contain all the information you may need to make an informed investment decision. You should
read this prospectus supplement and the prospectus in their entirety before you purchase any notes.
Only the Class C(2008-5) notes are being offered through this prospectus supplement and the prospectus. Other
series, classes and tranches of BA Credit Card Trust notes, including other tranches of notes that are included in the
BAseries as a part of the Class C notes or other notes that are included in the Class C(2008-5) 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 Mellon
Owner Trustee Wilmington Trust Company
Assets
Primary Asset of the Issuing Entity Master trust II, Series 2001-D Collateral Certificate
Collateral Certificate Undivided interest in master trust II
Primary Assets of Master Trust II Receivables in unsecured revolving credit card accounts
Accounts and Receivables (as of beginning Principal receivables: $100,245,920,281
of the day on July 1, 2008)
Finance charge receivables: $1,468,759,716
Asset Backed Securities Offered Class C(2008-5)
Class Class C
Series BAseries
Initial Principal Amount $275,000,000
Initial Nominal Liquidation Amount $275,000,000
Expected Issuance Date August 15, 2008
Subordination The Class C(2008-5) notes will be subordinated to the Class A and
Class B notes.
Accumulation Reserve Account Targeted 0.5% of the outstanding dollar principal amount of the
Deposit Class C(2008-5) notes.
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Class C Reserve Account
Targeted Deposit Nominal liquidation amount of all BAseries notes multiplied by
the applicable funding percentage.
Funding Percentage Three-month average
excess available funds % Funding %
_______________________________________________________________
4.50% or greater 0.00%
4.00% to 4.49% 1.25%
3.50% to 3.99% 2.00%
3.00% to 3.49% 2.75%
2.50% to 2.99% 3.50%
2.00% to 2.49% 4.50%
1.99% or less 6.00%
Increases in the funding percentage will lead to a larger
targeted deposit to the Class C reserve account, and therefore
also to the related Class C reserve subaccount for these Class
C(2008-5) notes. Funds on deposit in this Class C reserve
subaccount will be available to cover shortfalls in interest and
principal on the Class C(2008-5) notes. However, amounts on
deposit in the Class C reserve subaccount may have been reduced
due to withdrawals to cover shortfalls in interest or principal
due in prior periods. In addition, the Class C reserve subaccount
may not be fully funded if Available Funds after giving effect to
prior required deposits are insufficient to make the full
targeted deposit into the Class C reserve subaccount.
Excess Available Funds Percentage Excess of Portfolio Yield over Base Rate. See "Class C(2008-5)
Notes—Class C Reserve Account."
Risk Factors Investment in the Class C(2008-5) notes involves risks. You
should consider carefully the risk factors beginning on page 28
in the prospectus.
Interest
Interest Rate London interbank offered rate for U.S. dollar deposits for a
one-month period (or, for the first interest accrual period, the
rate that corresponds to the actual number of days in the first
interest accrual period) (LIBOR) as of each LIBOR determination
date plus 4.75% per year.
LIBOR Determination Dates August 13, 2008 for the period from and including the issuance
date to but excluding September 15, 2008, and for each interest
accrual period thereafter, the date that is two London Business
Days before each distribution date.
Distribution Dates The 15th day of each calendar month (or the next Business Day if
the 15th is not a Business Day).
London Business Day London, New York, New York and Newark, Delaware banking day
Interest Accrual Method Actual/360
Interest Accrual Periods From and including the issuance date to but excluding the first
interest payment date and then from and including each interest
payment date to but excluding the next interest payment date.
Interest Payment Dates Each distribution date starting on September 15, 2008
First Interest Payment Date September 15, 2008
Business Day New York, New York and Newark, Delaware
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Principal
Expected Principal Payment Date October 15, 2013
Legal Maturity Date March 15, 2016
Revolving Period End Between 12 and 1 months prior to expected principal payment date
Servicing Fee 2% of the nominal liquidation amount
Anticipated Ratings The Class C(2008-5) notes must be rated by at least one of the
following nationally recognized rating agencies:
Moody's: Baa2
Standard & Poor's: BBB
Fitch: BBB
Early Redemption Events Early redemption events applicable to the Class C(2008-5) notes
include the following: (i) the occurrence of the expected
principal payment date for such notes; (ii) each of the Pay Out
Events described under "Master Trust II—Pay Out Events" in the
prospectus; (iii) the issuing entity becoming an "investment
company" within the meaning of the Investment Company Act of
1940, as amended; and (iv) for any date the amount of Excess
Available Funds for the BAseries averaged over the 3 preceding
calendar months is less than the Required Excess Available Funds
for the BAseries for such date. See "The Indenture—Early
Redemption Events" in the prospectus.
Events of Default Events of default applicable to the Class C(2008-5) 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 C(2008-5) notes
on a stock exchange in Europe. The issuing entity cannot
guarantee that the application for the listing will be accepted
or that, if accepted, the listing will be maintained. To
determine whether the Class C(2008-5) notes are listed on a stock
exchange you may contact the issuing entity c/o Wilmington Trust
Company, Rodney
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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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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 the prospectus 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 II: 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 Mellon
The Bank of New York Mellon, 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 Mellon" in the prospectus for a description of The Bank of New York Mellon.
Wilmington Trust Company
Wilmington Trust Company, a Delaware banking corporation, is the owner trustee of the issuing entity. See
"Transaction Parties—Wilmington Trust Company" in the prospectus for a description of the ministerial powers and duties of the
owner trustee and for a description of Wilmington Trust Company.
The Class C(2008-5) Notes
The Class C(2008-5) notes will be issued by the issuing entity pursuant to the indenture and the BAseries indenture
supplement. The following discussion and the discussions under "The Notes" and "The Indenture" in the prospectus summarize
the material terms of the Class C(2008-5) notes, the indenture and the BAseries indenture supplement. These summaries do not
purport to be complete and are qualified in their entirety by reference to the provisions of the Class C(2008-5) notes, the
indenture and the BAseries indenture supplement. So long as the conditions to issuance are met or waived, additional
Class C(2008-5) notes may be issued on any date or in any amount. There is no limit on the total dollar principal amount of
Class C(2008-5) notes that may be issued. See "The Notes—Issuances of New Series, Classes and Tranches of Notes" in the
prospectus for a description of the conditions to issuance.
Securities Offered
The Class C(2008-5) notes are part of a series of notes called the BAseries. The BAseries consists of Class A
notes, Class B notes and Class C notes. The Class C(2008-5) notes are a tranche of Class C notes of the BAseries. The Class
C(2008-5) notes are issued by, and are obligations of, the BA Credit Card Trust.
On the expected issuance date, the Class C(2008-5) notes are expected to be the twenty-eighth tranche of Class C
notes outstanding in the BAseries.
The BAseries
The BAseries notes will be issued in classes. Each class of notes has multiple tranches, which may be issued at
different times and have different terms (including different interest rates, interest payment dates, expected principal
payment dates, legal maturity dates or other characteristics). Whenever a "class" of notes is referred to in this prospectus
supplement or the prospectus, it includes all tranches of that class of notes, unless the context otherwise requires.
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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 I: Outstanding Series, Classes and Tranches of Notes" for information on the other outstanding notes
issued by the issuing entity.
Interest
Interest on the Class C(2008-5) notes will accrue at a floating rate equal to the London interbank offered rate for
U.S. dollar deposits for a one-month period (or, for the first interest accrual period, the rate that corresponds to the
actual number of days in the first interest accrual period) (LIBOR) plus a spread as specified on the cover page of this
prospectus supplement.
LIBOR appears on Reuters Screen LIBOR01 Page (or comparable replacement page) and will be the rate available at
11:00 a.m., London time, on the related LIBOR determination date. If the rate does not appear on that page, the rate will be
the average of the rates offered by four prime banks in London. If fewer than two London banks provide a rate at the request
of the indenture trustee, the rate will be the average of the rates offered by four major banks in New York City.
Interest on the Class C(2008-5) notes for any interest payment date will equal the product of:
• the Class C(2008-5) note interest rate for the applicable interest accrual period; multiplied by
• the actual number of days in the related interest accrual period divided by 360; multiplied by
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• the outstanding dollar principal amount of the Class C(2008-5) notes as of the related record date.
Generally, no payment of interest will be made on any Class B BAseries note until the required payment of interest
has been made to all Class A BAseries notes. Likewise, generally, no payment of interest will be made on any Class C
BAseries note until the required payment of interest has been made to all Class A and Class B BAseries notes. However, funds
on deposit in the Class C reserve account will be available only to holders of Class C notes to cover shortfalls of interest
on Class C notes on any interest payment date. The Class C(2008-5) notes generally will not receive interest payments on any
payment date until the Class A notes and Class B notes have received their full interest payment on that date.
The issuing entity will pay interest on the Class C(2008-5) notes solely from the portion of BAseries Available
Funds and from other amounts that are available to the Class C(2008-5) notes under the indenture and the BAseries indenture
supplement after giving effect to all allocations and reallocations. If those sources are not sufficient to pay the interest
on the Class C(2008-5) notes, Class C(2008-5) noteholders will have no recourse to any other assets of the issuing entity,
FIA, BACCS, Funding or any other person or entity for the payment of interest on those notes.
Principal
The issuing entity expects to pay the stated principal amount of the Class C(2008-5) notes in one payment on its
expected principal payment date, and is obligated to do so if funds are available for that purpose and not required for
subordination. If the stated principal amount of the Class C(2008-5) notes is not paid in full on the expected principal
payment date due to insufficient funds or insufficient credit enhancement, noteholders will generally not have any remedies
against the issuing entity until the legal maturity date of the Class C(2008-5) notes.
In addition, if the stated principal amount of the Class C(2008-5) notes is not paid in full on the expected
principal payment date, then an early redemption event will occur for the Class C(2008-5) notes and, subject to the principal
payment rules described under "—Subordination; Credit Enhancement" and "—Required Subordinated Amount" below, principal and
interest payments on the Class C(2008-5) notes will be made monthly until they are paid in full or until the legal maturity
date occurs, whichever is earlier.
Principal of the Class C(2008-5) notes will begin to be paid earlier than the expected principal payment date if any
other early redemption event or an event of default and acceleration occurs for the Class C(2008-5) notes. See "The
Notes—Early Redemption of Notes," "The Indenture—Early Redemption Events" and "—Events of Default" in the prospectus.
The issuing entity will pay principal on the Class C(2008-5) notes solely from the portion of BAseries Available
Principal Amounts and from other amounts which are available to the Class C(2008-5) notes under the indenture and the
BAseries indenture supplement after giving effect to all allocations and reallocations. If those sources are not sufficient
to pay the principal of the Class C(2008-5) notes, Class C(2008-5) noteholders will have no recourse to any other
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assets of the issuing entity, Funding, BACCS, FIA or any other person or entity for the payment of principal on those notes.
Nominal Liquidation Amount
The nominal liquidation amount of a tranche of notes corresponds to the portion of the investor interest of the
collateral certificate that is available to support that tranche of notes. Generally, the nominal liquidation amount is used
to determine the amount of Available Principal Amounts and Available Funds that are available to pay principal of and
interest on the notes. For a more detailed discussion of nominal liquidation amount, see "The Notes—Stated Principal Amount,
Outstanding Dollar Principal Amount and Nominal Liquidation Amount" in the prospectus.
Subordination; Credit Enhancement
Credit enhancement for the Class C(2008-5) notes will be provided by the Class C reserve subaccount.
Principal and interest payments on Class B and Class C BAseries notes are subordinated to payments on Class A
BAseries notes as described above under "—Interest" and "—Principal." Subordination of Class B and Class C BAseries notes
provides credit enhancement for Class A BAseries notes.
Principal and interest payments on Class C BAseries notes are subordinated to payments on Class A and Class B
BAseries notes as described above under "—Interest" and "—Principal." Subordination of Class C BAseries notes provides
credit enhancement for Class A and Class B BAseries notes.
BAseries Available Principal Amounts allocable to subordinated classes of BAseries notes (such as the Class
C(2008-5) notes) may be reallocated to pay interest on senior classes of BAseries notes or to pay a portion of the master
trust II servicing fee allocable to the BAseries, subject to certain limitations. See "Sources of Funds to Pay the
Notes—Deposit and Application of Funds for the BAseries—Application of BAseries Available Principal Amounts" in the
prospectus. The nominal liquidation amount of the subordinated notes will be reduced by the amount of those reallocations.
In addition, charge-offs due to uncovered defaults on principal receivables in master trust II allocable to the BAseries
generally are reallocated from the senior classes to the subordinated classes of the BAseries. See "Sources of Funds to Pay
the Notes—Deposit and Application of Funds for the BAseries—Allocations of Reductions from Charge-Offs" in the prospectus.
The nominal liquidation amount of the subordinated notes will be reduced by the amount of charge-offs reallocated to those
subordinated notes. See "The Notes—Stated Principal Amount, Outstanding Dollar Principal Amount and Nominal Liquidation
Amount—Nominal Liquidation Amount" and "Master Trust II—Defaulted Receivables; Rebates and Fraudulent Charges" in the
prospectus.
BAseries Available Principal Amounts remaining after any reallocations described above will be applied to make
targeted deposits to the principal funding subaccounts of senior notes before being applied to make targeted deposits to the
principal funding subaccounts of the
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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.
Required Subordinated Amount
In order to issue notes of a senior class of the BAseries, the required subordinated amount of subordinated notes
for those senior notes must be outstanding and available on the issuance date. Generally, the required subordinated amount
of subordinated notes for each tranche of Class A BAseries notes is equal to a stated percentage of the adjusted outstanding
dollar principal amount of that tranche of Class A notes.
The required subordinated amount of Class C notes for each tranche of Class B BAseries notes will vary depending on
its pro rata share of the Class A required subordinated amount of Class C notes for all Class A BAseries notes that require
any credit enhancement from Class B BAseries notes, and its pro rata share of the portion of the adjusted outstanding dollar
principal amount of all Class B BAseries notes that is not providing credit enhancement to the Class A notes.
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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 or Class C notes for outstanding tranches of
Class A BAseries notes, or
• the issuance of additional Class B BAseries notes.
However, if an early redemption event or event of default and acceleration for any tranche of Class B BAseries notes occurs,
or if on any day its usage of the required subordinated amount of Class C notes exceeds zero, the required subordinated
amount of Class C notes for that tranche of Class B notes will not decrease after that early redemption event or event of
default and acceleration or after the date on which its usage of the required subordinated amount of Class C notes exceeds
zero.
The percentages used in, or the method of calculating, the required subordinated amounts described above may change
without the consent of any noteholders if the rating agencies consent. In addition, the percentages used in, or the method
of calculating, the required subordinated amount of subordinated notes of any tranche of BAseries notes (including other
tranches in the same class) may be different than the percentages used in, or the method of calculating, the required
subordinated amounts for the Class C(2008-5) 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.
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Class C Reserve Account
The issuing entity will establish a Class C reserve subaccount to provide credit enhancement solely for the holders
of the Class C(2008-5) notes. The Class C reserve subaccount will initially not be funded. The Class C reserve subaccount
will not be funded unless and until the three-month average of the Excess Available Funds Percentage falls below the levels
described in the table in "Class C(2008-5) Summary—Asset Backed Securities Offered—Class C Reserve Account—Funding
Percentage" in this prospectus supplement or an early redemption event or event of default occurs for the Class C(2008-5)
notes.
Funds on deposit in this Class C reserve subaccount will be available to holders of the Class C(2008-5) notes to
cover shortfalls of interest payable on interest payment dates. Funds on deposit in this Class C reserve subaccount will also
be available to holders of the Class C(2008-5) notes to cover certain shortfalls in principal. Only the holders of Class
C(2008-5) notes will have the benefit of this Class C reserve subaccount. See "Sources of Funds to Pay the Notes—Deposit and
Application of Funds for the BAseries—Withdrawals from the Class C Reserve Account" in the prospectus.
The table in "Class C(2008-5) Summary—Asset Backed Securities Offered—Class C Reserve Account—Funding Percentage"
in this prospectus supplement indicates the amount required to be on deposit in the Class C reserve subaccount for the Class
C(2008-5) notes. For any month the amount targeted to be on deposit is equal to (i) the funding percentage (which corresponds
to the average of the Excess Available Funds Percentage for each of the preceding three consecutive months as indicated in
the table), multiplied by the sum of the initial dollar principal amounts of all outstanding BAseries notes, multiplied by
(ii) the nominal liquidation amount of the Class C(2008-5) notes divided by the nominal liquidation amount of all Class C
BAseries notes.
The amount targeted to be in the Class C reserve subaccount will be adjusted monthly to the percentages specified
in the table in "Class C(2008-5) Summary—Asset Backed Securities Offered—Class C Reserve Account—Funding Percentage" in this
prospectus supplement as the three-month average of the Excess Available Funds Percentage rises or falls. If an early
redemption event or event of default occurs for the Class C(2008-5) notes, the targeted Class C reserve subaccount amount will
be the aggregate adjusted outstanding dollar principal amount of the Class C(2008-5) notes. See "Sources of Funds to Pay the
Notes—Deposit and Application of Funds for the BAseries—Targeted Deposits to the Class C Reserve Account" in the prospectus.
Revolving Period
Until principal amounts are needed to be accumulated to pay the Class C(2008-5) notes, principal amounts allocable
to the Class C(2008-5) notes will either be applied to other BAseries notes which are accumulating principal or paid to
Funding as holder of the Transferor Interest. This period is commonly referred to as the revolving period. Unless an early
redemption event or event of default for the Class C(2008-5) notes occurs, the revolving period is expected to end twelve
calendar months prior to the expected principal payment date. If the issuing entity reasonably expects that less than twelve
months will be required to fully accumulate principal amounts in an amount equal to the outstanding dollar principal amount
of the Class C(2008-5)
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notes, the end of the revolving period may be delayed. See "Sources of Funds to Pay the Notes—Deposit and Application of
Funds for the BAseries—Targeted Deposits of BAseries Available Principal Amounts to the Principal Funding Account—Budgeted
Deposits" in the prospectus.
Early Redemption of Notes
The early redemption events applicable to all notes, including the Class C(2008-5) notes, are described in "The
Notes—Early Redemption of Notes" and "The Indenture—Early Redemption Events" in the prospectus.
Optional Redemption by the Issuing Entity
Funding, so long as it is an affiliate of the servicer, has the right, but not the obligation, to direct the issuing
entity to redeem the Class C(2008-5) notes in whole but not in part on any day on or after the day on which the nominal
liquidation amount of the Class C(2008-5) notes is reduced to less than 5% of their highest outstanding dollar principal
amount. This repurchase option is referred to as a clean-up call.
The issuing entity will not redeem subordinated notes if those notes are required to provide credit enhancement for
senior classes of notes of the BAseries.
If the issuing entity is directed to redeem the Class C(2008-5) notes, it will notify the registered holders at
least thirty days prior to the redemption date. The redemption price of a note will equal 100% of the outstanding principal
amount of that note, plus accrued but unpaid interest on the note to but excluding the date of redemption.
If the issuing entity is unable to pay the redemption price in full on the redemption date, monthly payments on the
Class C(2008-5) notes will thereafter be made, subject to the principal payment rules described above under "—Subordination;
Credit Enhancement," until either the principal of and accrued interest on the Class C(2008-5) notes are paid in full or the
legal maturity date occurs, whichever is earlier. Any funds in the principal funding subaccount, the interest funding
subaccount and the Class C reserve subaccount for the Class C(2008-5) notes will be applied to make the principal and
interest payments on the notes on the redemption date.
Events of Default
The Class C(2008-5) notes are subject to certain events of default described in "The Indenture—Events of Default" in
the prospectus. For a description of the remedies upon the occurrence of an event of default, see "The Indenture—Events of
Default Remedies" and "Sources of Funds to Pay the Notes—Sale of Credit Card Receivables" in the prospectus.
Issuing Entity Accounts
The issuing entity has established a principal funding account, an interest funding account, an accumulation reserve
account and a Class C reserve account for the benefit of the BAseries. The principal funding account, the interest funding
account, the accumulation reserve account and the Class C reserve account will have subaccounts for the Class C(2008-5) 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 C(2008-5) 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 Class C reserve subaccount.
However, the Class C(2008-5) notes are entitled to the benefits of only that portion of the assets allocated to them
under the indenture and the BAseries indenture supplement.
See "Sources of Funds to Pay the Notes—The Collateral Certificate" and "—Issuing Entity Accounts" in the prospectus.
Limited Recourse to the Issuing Entity
The sole sources of payment for principal of or interest on the Class C(2008-5) notes are provided by:
• the portion of the Available Principal Amounts and Available Funds allocated to the BAseries and available to
the Class C(2008-5) notes after giving effect to any reallocations, payments and deposits for senior notes, and
• funds in the applicable issuing entity accounts for the Class C(2008-5) notes.
Class C(2008-5) noteholders will have no recourse to any other assets of the issuing entity, FIA, BACCS, Funding or
any other person or entity for the payment of principal of or interest on the Class C(2008-5) notes.
However, following a sale of credit card receivables (i) due to an insolvency of Funding, (ii) due to an event of
default and acceleration for the Class C(2008-5) notes or (iii) on the legal maturity date for the Class C(2008-5) notes, as
described in "Sources of Funds to Pay the Notes—Sale of Credit Card Receivables" in the prospectus, the Class C(2008-5)
noteholders have recourse only to the proceeds of that sale.
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Accumulation Reserve Account
The issuing entity will establish an accumulation reserve subaccount to cover shortfalls in investment earnings on
amounts (other than prefunded amounts) on deposit in the principal funding subaccount for the Class C(2008-5) notes.
The amount targeted to be deposited in the accumulation reserve subaccount for the Class C(2008-5) notes is zero,
unless more than one budgeted deposit is required to accumulate and pay the principal of the Class C(2008-5) notes on its
expected principal payment date, in which case, the amount targeted to be deposited is 0.5% of the outstanding dollar
principal amount of the Class C(2008-5) notes, or another amount designated by the issuing entity. See "Sources of Funds to
Pay the Notes—Deposit and Application of Funds for the BAseries—Targeted Deposits to the Accumulation Reserve Account" in the
prospectus.
Shared Excess Available Funds
The BAseries will be included in "Group A." In addition to the BAseries, the issuing entity may issue other series
of notes that are included in Group A. As of the date of this prospectus supplement, the BAseries is the only series of
notes issued by the issuing entity.
To the extent that Available Funds allocated to the BAseries are available after all required applications of those
amounts as described in "Sources of Funds to Pay the Notes—Deposit and Application of Funds for the BAseries—Application of
BAseries Available Funds" in the prospectus, these unused Available Funds, referred to as shared excess available funds, will
be applied to cover shortfalls in Available Funds for other series of notes in Group A. In addition, the BAseries may
receive the benefits of shared excess available funds from other series in Group A, to the extent Available Funds for those
other series of notes are not needed for those series. See "Sources of Funds to Pay the Notes—The Collateral Certificate,"
and "—Deposit and Application of Funds for the BAseries—Shared Excess Available Funds" in the prospectus.
Stock Exchange Listing
The issuing entity will apply to list the Class C(2008-5) notes on a stock exchange in Europe. The issuing entity
cannot guarantee that the application for the listing will be accepted or that, if accepted, the listing will be maintained.
To determine whether the Class C(2008-5) 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 C(2008-5) notes only if they are rated at least "BBB" or "Baa2" or its
equivalent by at least one nationally recognized rating agency.
Other tranches of Class C notes may have different rating requirements from the Class C(2008-5) notes.
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A rating addresses the likelihood of the payment of interest on a note when due and the ultimate payment of
principal of that note by its legal maturity date. A rating does not address the likelihood of payment of principal of a
note on its expected principal payment date. In addition, a rating does not address the possibility of an early payment or
acceleration of a note, which could be caused by an early redemption event or an event of default. A rating is not a
recommendation to buy, sell or hold notes and may be subject to revision or withdrawal at any time by the assigning rating
agency. Each rating should be evaluated independently of any other rating.
See "Risk Factors—If the ratings of the notes are lowered or withdrawn, their market value could decrease" in the
prospectus.
Underwriting
Subject to the terms and conditions of the underwriting agreement for the Class C(2008-5) notes, the issuing entity
has agreed to sell to each of the underwriters named below, and each of those underwriters has severally agreed to purchase,
the principal amount of the Class C(2008-5) notes set forth opposite its name:
Underwriters Principal Amount
_____________________________________________________________________________________________________________________
Banc of America Securities LLC.......................................................... $ 68,750,000
Barclays Capital Inc.................................................................... 68,750,000
Citigroup Global Markets Inc............................................................ 68,750,000
Greenwich Capital Markets, Inc.......................................................... 68,750,000
____________
Total.......................................................................... $ 275,000,000
____________
The several underwriters have agreed, subject to the terms and conditions of the underwriting agreement, to purchase
all $275,000,000 of the aggregate principal amount of the Class C(2008-5) notes if any of the Class C(2008-5) notes are
purchased.
The underwriters have advised the issuing entity that the several underwriters propose to offer the Class C(2008-5)
notes to the public at the public offering price determined by the several underwriters and set forth on the cover page of
this prospectus supplement and to offer the Class C(2008-5) notes to certain dealers at that public offering price less a
concession not in excess of 0.195% of the principal amount of the Class C(2008-5) notes. The underwriters may allow, and
those dealers may reallow to other dealers, a concession not in excess of 0.098% of the principal amount.
After the initial public offering, the public offering price and other selling terms may be changed by the
underwriters.
Each underwriter of the Class C(2008-5) notes has agreed that:
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• it has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000
(the "FSMA") with respect to anything done by it in relation to the Class C(2008-5) 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 C(2008-5) notes in circumstances in which
Section 21(1) of the FSMA does not apply to the issuing entity.
In connection with the sale of the Class C(2008-5) notes, the underwriters may engage in:
• over-allotments, in which members of the syndicate selling the Class C(2008-5) 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 C(2008-5) notes may be made by the members
of the selling syndicate at prices that do not exceed a specified maximum;
• syndicate covering transactions, in which members of the selling syndicate purchase the Class C(2008-5) 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 C(2008-5) notes originally sold by that syndicate member are purchased in a syndicate covering transaction
to cover syndicate short positions.
These stabilizing transactions, syndicate covering transactions and penalty bids may cause the price of the Class
C(2008-5) notes to be higher than it would otherwise be. These transactions, if commenced, may be discontinued at any time.
The issuing entity, Funding and FIA will, jointly and severally, indemnify the underwriters and their controlling
persons against certain liabilities, including liabilities under applicable securities laws, or contribute to payments the
underwriters may be required to make in respect of those liabilities.
Banc of America Securities LLC, one of the underwriters of the Class C(2008-5) notes, is an affiliate of each of FIA
and Funding. Affiliates of FIA, Funding and Banc of America Securities LLC may purchase all or a portion of the Class C(2008-5)
notes. Any Class C(2008-5) notes purchased by such an affiliate may in certain circumstances be resold to an unaffiliated party
at prices related to prevailing market prices at the time of such resale. In connection with such resale, such affiliate may be
deemed to be participating in a distribution of the Class C(2008-5) notes, or an agent participating in the distribution of the
Class C(2008-5) notes, and such affiliate may be deemed to be an "underwriter" of the Class C(2008-5) notes
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under the Securities Act of 1933. In such circumstances any profit realized by such affiliate on such resale may be deemed
to be underwriting discounts and commissions.
Proceeds to the issuing entity from the sale of the Class C(2008-5) notes and the underwriting discount are set
forth on the cover page of this prospectus supplement. Proceeds to the issuing entity from the sale of the Class C(2008-5)
notes will be paid to Funding. See "Use of Proceeds" in the prospectus. Additional offering expenses, which will be paid by
Funding, are estimated to be $400,000.
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Annex I
Outstanding Series, Classes and Tranches of Notes
The information provided in this Annex I 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%(2) February 17, 2012 July 17, 2014
Class A(2002-3) 4/24/02 $ 750,000,000 One Month LIBOR + 0.24% April 2012 September 2014
Class A(2002-5) 5/30/02 $ 750,000,000 One Month LIBOR + 0.18% May 2009 October 2011
Class A(2002-7) 7/25/02 $ 497,250,000 Not to exceed Three Month LIBOR + 0.25%(3) July 17, 2009 December 19, 2011
Class A(2002-8) 7/31/02 $ 400,000,000 Three Month LIBOR + 0.15% July 2009 December 2011
Class A(2002-11) 10/30/02 $ 490,600,000 Not to exceed Three Month LIBOR + 0.35%(4) October 19, 2009 March 19, 2012
Class A(2003-4) 4/24/03 $ 750,000,000 One Month LIBOR + 0.22% April 2010 September 2012
Class A(2003-5) 5/21/03 $ 548,200,000 Not to exceed Three Month LIBOR + 0.35%(5) April 19, 2010 September 19, 2012
Class A(2003-8) 8/5/03 $ 750,000,000 One Month LIBOR + 0.19% July 2010 December 2012
Class A(2003-9) 9/24/03 $ 1,050,000,000 One Month LIBOR + 0.13% September 2008 February 2011
Class A(2003-10) 10/15/03 $ 500,000,000 One Month LIBOR + 0.26% October 2013 March 2016
Class A(2003-11) 11/6/03 $ 500,000,000 3.65% October 2008 March 2011
Class A(2003-12) 12/18/03 $ 500,000,000 One Month LIBOR + 0.11% December 2008 May 2011
Class A(2004-1) 2/26/04 $ 752,760,000 Not to exceed Three Month LIBOR + 0.30%(6) January 17, 2014 June 17, 2016
Class A(2004-2) 2/25/04 $ 600,000,000 One Month LIBOR + 0.15% February 2011 July 2013
Class A(2004-3) 3/17/04 $ 700,000,000 One Month LIBOR + 0.26% March 2019 August 2021
Class A(2004-5) 5/25/04 $ 1,015,240,000 Not to exceed Three Month LIBOR + 0.25%(7) May 18, 2011 October 17, 2013
Class A(2004-6) 6/17/04 $ 500,000,000 One Month LIBOR + 0.14% June 2011 November 2013
Class A(2004-7) 7/28/04 $ 900,000,000 One Month LIBOR + 0.10% July 2009 December 2011
Class A(2004-8) 9/14/04 $ 500,000,000 One Month LIBOR + 0.15% August 2011 January 2014
Class A(2004-9) 10/1/04 $ 672,980,000 Not to exceed One Month LIBOR + 0.20%(8) September 19, 2011 February 20, 2014
Class A(2004-10) 10/27/04 $ 500,000,000 One Month LIBOR + 0.08% October 2009 March 2012
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(2005-6) 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
(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-I-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(2006-1) 2/15/06 $ 1,600,000,000 4.90% February 2009 July 2011
Class A(2006-2) 3/7/06 $ 550,000,000 One Month LIBOR + 0.06% January 2013 June 2015
Class A(2006-3) 3/30/06 $ 750,000,000 One Month LIBOR + 0.02% March 2010 August 2012
Class A(2006-4) 5/31/06 $ 2,500,000,000 One Month LIBOR - 0.01% April 2009 September 2011
Class A(2006-5) 6/9/06 $ 700,000,000 One Month LIBOR + 0.06% May 2013 October 2015
Class A(2006-6) 7/20/06 $ 2,000,000,000 One Month LIBOR + 0.03% June 2011 November 2013
Class A(2006-7) 7/28/06 $ 375,000,000 One Month LIBOR + 0.04% July 2014 December 2016
Class A(2006-8) 8/9/06 $ 725,000,000 One Month LIBOR + 0.03% December 2013 May 2016
Class A(2006-9) 8/30/06 $ 1,750,000,000 One Month LIBOR + 0.01% September 2010 February 2013
Class A(2006-10) 9/19/06 $ 750,000,000 One Month LIBOR - 0.02% September 2009 February 2012
Class A(2006-11) 9/26/06 $ 520,000,000 One Month LIBOR + 0.03% November 2013 April 2016
Class A(2006-12) 10/16/06 $ 1,000,000,000 One Month LIBOR + 0.02% October 2011 March 2014
Class A(2006-13) 11/14/06 $ 275,000,000 One Month LIBOR + 0.02% December 2013 May 2016
Class A(2006-14) 11/28/06 $ 1,350,000,000 One Month LIBOR + 0.06% November 2013 April 2016
Class A(2006-15) 12/13/06 $ 1,000,000,000 One Month LIBOR + 0.00% November 2011 April 2014
Class A(2006-16) 12/19/06 $ 1,000,000,000 4.72% December 2010 May 2013
Class A(2007-1) 1/18/07 $ 500,000,000 5.17% January 2017 June 2019
Class A(2007-2) 2/16/07 $ 2,500,000,000 One Month LIBOR +0.02% January 2011 June 2013
Class A(2007-3) 3/20/07 $ 515,000,000 One Month LIBOR + 0.02% June 2014 November 2016
Class A(2007-4) 3/20/07 $ 300,000,000 One Month LIBOR + 0.04% June 2017 November 2019
Class A(2007-5) 3/20/07 $ 396,927,017 Not to exceed One Month LIBOR + 0.03%(9) March 2014 August 2016
Class A(2007-6) 4/12/07 $ 750,000,000 One Month LIBOR + 0.06% April 2014 September 2016
Class A(2007-7) 5/16/07 $ 1,750,000,000 One Month LIBOR + 0.00% March 2010 August 2012
Class A(2007-8) 6/22/07 $ 500,000,000 5.59% June 2012 November 2014
Class A(2007-9) 7/19/07 $ 1,250,000,000 One Month LIBOR + 0.04% June 2012 November 2014
Class A(2007-10) 7/26/07 $ 750,000,000 One Month LIBOR + 0.07% July 2014 December 2016
Class A(2007-11) 8/2/07 $ 400,000,000 One Month LIBOR + 0.07% July 2017 December 2019
Class A(2007-12) 8/22/07 $ 2,000,000,000 One Month LIBOR + 0.20% August 2010 January 2013
Class A(2007-13) 10/12/07 $ 2,000,000,000 One Month LIBOR + 0.22% November 2009 April 2012
Class A(2007-14) 11/27/07 $ 1,700,000,000 One Month LIBOR + 0.30% November 2012 April 2015
Class A(2007-15) 11/27/07(10)$1,450,000,000(10) One Month LIBOR + 0.35% November 2014 April 2017
Class A(2008-1) 1/29/08(11)$2,500,000,000(11) One Month LIBOR + 0.58% November 2010 April 2013
Class A(2008-2) 3/14/08 $ 1,250,000,000 One Month LIBOR + 1.30% March 2016 August 2018
Class A(2008-3) 3/18/08 $ 1,600,000,000 One Month LIBOR + 0.75% March 2009 August 2011
Class A(2008-4) 4/11/08 $ 510,000,000 One Month LIBOR + 1.40% April 2014 September 2016
Class A(2008-5) 5/2/08 $ 1,400,000,000 One Month LIBOR + 1.20% July 2011 December 2013
Class A(2008-6) 5/15/08 $ 500,000,000 One Month LIBOR + 1.20% May 2013 October 2015
Class A(2008-7) 6/13/08 $ 1,175,000,000 One Month LIBOR + 0.70% July 2012 December 2014
Class A(2008-8) 7/17/08 $ 1,000,000,000 One Month LIBOR + 1.15% July 2015 December 2017
Class A(2008-9) 8/5/08 $ 1,000,000,000 4.07% February 2010 July 2012
* Class A(2008-10) 8/[•]/08 $ 500,000,000 One Month LIBOR + [•]% August 2013 January 2016
____________________________________
* Expected issuance.
(9) Class A(2007-5) noteholders will receive interest at Three Month JPY-LIBOR + 0.00% on an outstanding yen principal amount
of ¥46,500,000,000, pursuant to the terms of a currency and interest rate swap applicable only to the Class A(2007-5) notes.
(10) Of the $1,450,000,000 principal amount of the Class A(2007-15) Notes, $1,250,000,000 was issued on November 27, 2007,
and $200,000,000 was issued on January 17, 2008.
(11) Of the $2,500,000,000 principal amount of the Class A(2008-1) Notes, $2,000,000,000 was issued on January 29, 2008, and
$500,000,000 was issued on February 8, 2008.
A-I-2
BAseries
Class B Notes
Expected
Issuance Nominal Principal Legal
Class A Date Liquidation Amount Note Interest Rate Payment Date Maturity Date
____________________________________________________________________________________________________________________________________________
Class B(2003-3) 8/20/03 $ 200,000,000 One Month LIBOR + 0.375% August 2008 January 2011
Class B(2003-4) 10/15/03 $ 331,650,000 Not to exceed Three Month LIBOR + 0.85%(1) September 18, 2013 February 17, 2016
Class B(2003-5) 10/2/03 $ 150,000,000 One Month LIBOR + 0.37% September 2008 February 2011
Class B(2004-1) 4/1/04 $ 350,000,000 4.45% March 2014 August 2016
Class B(2004-2) 8/11/04 $ 150,000,000 One Month LIBOR + 0.39% July 2011 December 2013
Class B(2005-1) 6/22/05 $ 125,000,000 One Month LIBOR + 0.29% June 2012 November 2014
Class B(2005-2) 8/11/05 $ 200,000,000 One Month LIBOR + 0.18% July 2010 December 2012
Class B(2005-3) 11/9/05 $ 150,962,500 Not to exceed One Month LIBOR + 0.40%(2) October 19, 2015 March 19, 2018
Class B(2005-4) 11/2/05 $ 150,000,000 4.90% October 2008 March 2011
Class B(2006-1) 3/3/06 $ 250,000,000 One Month LIBOR + 0.22% February 2013 July 2015
Class B(2006-2) 3/24/06 $ 500,000,000 Not to exceed One Month LIBOR + 0.25% March 2013 August 2015
Class B(2006-3) 8/22/06 $ 300,000,000 One Month LIBOR + 0.08% August 2009 January 2012
Class B(2006-4) 11/14/06 $ 250,000,000 One Month LIBOR + 0.08% October 2009 March 2012
Class B(2007-1) 1/26/07 $ 450,000,000 One Month LIBOR + 0.08% January 2010 June 2012
Class B(2007-2) 1/31/07 $ 250,000,000 One Month LIBOR + 0.20% January 2014 June 2016
Class B(2007-3) 3/30/07 $ 175,000,000 One Month LIBOR + 0.20% March 2014 August 2016
Class B(2007-4) 5/15/07(3) $ 425,000,000(3) One Month LIBOR + 0.09% April 2010 September 2012
Class B(2007-5) 10/11/07 $ 275,000,000 One Month LIBOR + 0.60% October 2009 March 2012
Class B(2007-6) 11/16/07 $ 150,000,000 One Month LIBOR + 0.51% November 2009 April 2012
Class B(2008-1) 1/17/08 $ 200,000,000 One Month LIBOR + 1.50% January 2013 June 2015
Class B(2008-2) 2/14/08 $ 450,000,000 One Month LIBOR + 3.00% February 2011 July 2013
Class B(2008-3) 4/11/08 $ 300,000,000 One Month LIBOR + 4.00% April 2009 September 2011
* Class B(2008-4) 8/[•]/08 $ 275,000,000 One Month LIBOR + [•]% August 2009 January 2012
____________________________________
* Expected issuance.
(1) Class B(2003-4) noteholders will receive interest at 5.45% on an outstanding sterling principal amount of £200,000,000,
pursuant to the terms of a currency and interest rate swap applicable only to the Class B(2003-4) notes.
(2) Class B(2005-3) noteholders will receive interest at Three Month EURIBOR + 0.30% on an outstanding euro principal amount
of €125,000,000, pursuant to the terms of a currency and interest rate swap applicable only to the Class B(2005-3) notes.
(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
was issued on June 22, 2007.
A-I-3
BAseries
Class C Notes
Issuance Liquidation Expected Principal Legal Maturity
Class C Date Amount Note Interest Rate Payment Date Date
_______________________________________________________________________________________________________________________________________________
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(2002-6) 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(2003-4) 6/19/03 $ 327,560,000 Not to exceed Three Month LIBOR + 2.05%(1) May 17, 2013 October 19, 2015
Class C(2003-7) 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
Class C(2007-3) 8/14/07 $ 200,000,000 Not to exceed One Month LIBOR + 0.50% August 2010 January 2013
Class C(2007-4) 11/16/07 $ 225,000,000 One Month LIBOR + 1.25% November 2009 April 2012
Class C(2008-1) 1/29/08 $ 100,000,000 One Month LIBOR + 3.00% January 2011 June 2013
Class C(2008-2) 2/14/08 $ 150,000,000 One Month LIBOR + 4.00% February 2011 July 2013
Class C(2008-3) 4/11/08 $ 250,000,000 One Month LIBOR + 6.50% April 2009 September 2011
Class C(2008-4) 7/10/08 $ 250,000,000 One Month LIBOR + 3.25% July 2009 December 2011
____________________________________
(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-I-4
Annex II
Outstanding Master Trust II Series
The information provided in this Annex II 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 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
3 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
4 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
5 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
6 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
7 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
8 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 I: Outstanding Series,
Classes and Tranches of Notes" for a list of outstanding notes issued by the issuing entity.
A-II-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
$275,000,000
Class C(2008-5) Notes
__________
PROSPECTUS SUPPLEMENT
__________
Underwriters
Banc of America Securities LLC
Barclays Capital
Citi
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.