Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
FORM T-1
 
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
 
 
 
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)   [__]
 
 
 
THE BANK OF NEW YORK MELLON
(Exact name of trustee as specified in its charter)
 
   
New York
(State of incorporation if not a U.S. national bank)
13-5160382
(I.R.S. employer identification no.)
   
One Wall Street, New York, New York
(Address of principal executive offices)
10286
(Zip Code)
 
Lincoln Finkenberg
Managing Counsel
The Bank of New York Mellon
Legal Corporate Trust
One Wall Street
New York, New York 10286
Tel: (212) 635-1270
(Name, address and telephone number of agent for service)
 
 
BA CREDIT CARD TRUST
(Issuing entity of the Notes)

BA MASTER CREDIT CARD TRUST II
(Issuing entity of the Collateral Certificate)

FIA CARD SERVICES, NATIONAL ASSOCIATION
(Sponsor, Servicer and Originator)
 
   
Delaware
(State or other jurisdiction of incorporation or organization)
51-0331454
(I.R.S. employer identification No.)
1100 North King Street
Wilmington, DE
(Address of principal executive offices)
19884
(Zip Code)
 
 
 
 
 
 

 
 

 
 
(Address of principal executive offices)
 
 

 
ASSET BACKED NOTES
(Title of the indenture securities)
 
Item 1.
General Information. Furnish the following information as to the Trustee:
 
(a) Name and address of each examining or supervising authority to which it is subject.
 
     
Name
 
Address
     
Superintendent of Banks of the State of New York
 
One State Street, New York, NY 10004-1417,
and Albany, NY 12223
     
Federal Reserve Bank of New York
Federal Deposit Insurance Corporation
New York Clearing House Association
 
33 Liberty Plaza, New York, NY 10045
Washington, DC 20429
New York, New York 10005
 
(b) Whether it is authorized to exercise corporate trust powers.
 
Yes.
 
Item 2. Affiliations with the Obligor and Guarantors. If the obligor or any guarantor is an affiliate of the trustee, describe each such affiliation.
 
None.
 
Item 16. List of Exhibits
 
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).
 
1.
A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statemetn No. 333-152735).
 
4.
A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).
 
6.
The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).
 
 
 
 
 
 

 
 
 
7.
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.
 
SIGNATURE
 
Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York, on the 23rd day of June, 2010.
 
 
  THE BANK OF NEW YORK MELLON
   
   
   By:          /S/    CATHERINE CERILLES              
                   Name:    Catherine Cerilles
                   Title:     Vice President
 
 
 
 
 

 
 
 

 

Exhibit 7

Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business March 31, 2010, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

ASSETS
 
Dollar Amounts In Thousands
 
Cash and balances due from depository institutions:
 
Noninterest-bearing balances and currency and coin
2,640,000
Interest-bearing balances
59,828,000
Securities:
 
Held-to-maturity securities
4,111,000
Available-for-sale securities
48,709,000
Federal funds sold and securities purchased under agreements to resell:
 
   Federal funds sold in domestic offices
308,000
   Securities purchased under agreements to
   resell………………………………………
538,000
Loans and lease financing receivables:
 
Loans and leases held for sale…………….
26,000
Loans and leases, net of unearned income……………
22,881,000
LESS: Allowance for loan and
lease losses………...
508,000
Loans and leases, net of unearned
income and allowance
22,373,000
Trading assets
4,433,000
Premises and fixed assets (including capitalized leases)
1,044,000
Other real estate owned
5,000
Investments in unconsolidated subsidiaries and associated companies
916,000
Direct and indirect investments in real estate ventures
0
Intangible assets:
 
   Goodwill
4,934,000
   Other intangible assets
1,428,000
Other assets
 
10,771,000
Total assets
 
162,064,000
 
 
 
 
 
 
 
 

 
 
 
LIABILITIES
 
Deposits:
 
In domestic offices
55,305,000
Noninterest-bearing
27,276,000
Interest-bearing
28,029,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs
74,195,000
Noninterest-bearing
2,725,000
Interest-bearing
71,470,000
Federal funds purchased and securities sold under agreements to repurchase:
 
   Federal funds purchased in domestic
     offices…………………………………… .
3,001,000
   Securities sold under agreements to
     repurchase
10,000
Trading liabilities
5,509,000
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)…….
1,551,000
Not applicable
 
Not applicable
 
Subordinated notes and debentures
3,490,000
Other liabilities
 
4,486,000
Total liabilities
 
147,547,000
EQUITY CAPITAL
 
Perpetual preferred stock and related
surplus…………………………………….
0
Common stock
1,135,000
Surplus (exclude all surplus related to preferred stock)
8,536,000
Retained earnings
5,807,000
Accumulated other comprehensive income………
-1,327,000
Other equity capital components…………………
0
Total bank equity capital
14,151,000
Noncontrolling (minority) interests in
consolidated subsidiaries ………………………
366,000
Total equity capital
 
14,517,000
Total liabilities and equity capital
 
162,064,000
 
 
 
 

 
 
 

 

 
I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.
 
Thomas P. Gibbons,
Chief Financial Officer
We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.
 
Gerald L. Hassell
Robert P. Kelly
Catherine A. Rein
 
Directors