AMENDED AND RESTATED CHASESERIES INDENTURE SUPPLEMENT

Exhibit 4.1

CHASE ISSUANCE TRUST

as Issuing Entity

CLASS A(2009-1) TERMS DOCUMENT

dated as of January 26, 2009

to

AMENDED AND RESTATED

CHASESERIES INDENTURE SUPPLEMENT

dated as of October 15, 2004

to

THIRD AMENDED AND RESTATED

INDENTURE

dated as of December 19, 2007

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Indenture Trustee and Collateral Agent

TABLE OF CONTENTS

 

 

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THIS CLASS A(2009-1) TERMS DOCUMENT (this “Terms Document”), by and between the CHASE ISSUANCE TRUST, a statutory trust created under the laws of the State of Delaware (the “Issuing Entity”), having its principal office at c/o Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware 19890-1600, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as indenture trustee (the “Indenture Trustee”) and collateral agent (the “Collateral Agent”), is made and entered into as of January 26, 2009.

Pursuant to this Terms Document, the Issuing Entity and the Indenture Trustee shall create a new Tranche of CHASEseries Class A Notes and shall specify the principal terms thereof.

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01 Definitions . For all purposes of this Terms Document, except as otherwise expressly provided or unless the context otherwise requires:

(1) the terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular;

(2) all other terms used herein which are defined in the Indenture Supplement, the Indenture or the Asset Pool Supplement, either directly or by reference therein, have the meanings assigned to them therein;

(3) as used in this Terms Document and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in this Terms Document or in any such certificate or other document, and accounting terms partly defined in this Terms Document or in any such certificate or other document to the extent not defined, shall have the respective meanings given to them under GAAP. To the extent that the definitions of accounting terms in this Terms Document or in any such certificate or other document are inconsistent with the meanings of such terms under GAAP, the definitions contained in this Terms Document or in any such certificate or other document shall control;

(4) the words “hereof,” “herein,” “hereunder” and words of similar import when used in this Terms Document shall refer to this Terms Document as a whole and not to any particular provision of this Terms Document; references to any subsection, Section, clause, Schedule or Exhibit are references to subsections, Sections, clauses, Schedules and Exhibits in or to this Terms Document unless otherwise specified; the term “including” means “including without limitation”; references to any law or regulation refer to that law or regulation as

amended from time to time and include any successor law or regulation; references to any Person include that Person’s successors and assigns; and references to any agreement refer to such agreement, as amended, supplemented or otherwise modified from time to time;

(5) in the event that any term or provision contained herein shall conflict with or be inconsistent with any term or provision contained in the Indenture Supplement, the Indenture or the Asset Pool Supplement, the terms and provisions of this Terms Document shall be controlling; and

(6) each capitalized term defined herein shall relate only to the Class A(2009-1) Notes and no other Tranche of CHASEseries Notes issued by the Issuing Entity.

“ Accumulation Commencement Date ” means March 1, 2009; provided , however , that, if the Accumulation Period Length for the Class A(2009-1) Notes is less than eleven (11) whole calendar months, the Accumulation Commencement Date will be the first calendar day of the month that is the number of whole calendar months prior to such Scheduled Principal Payment Date at least equal to the Accumulation Period Length and, as a result, the number of Monthly Periods during the period from the Accumulation Commencement Date to and including the Monthly Period prior to such Scheduled Principal Payment Date will at least equal the Accumulation Period Length.

“ Asset Pool Supplement ” means the Second Amended and Restated Asset Pool One Supplement to the Indenture, dated as of December 19, 2007, by and among the Issuing Entity, the Indenture Trustee and the Collateral Agent.

“ Beneficiary ” means Chase Bank USA, National Association, in its capacity as beneficial owner of the Issuing Entity.

“ Calculation Agent ” is defined in Section 2.04(a).

“ Class A(2009-1) Adverse Event ” means the occurrence of any of the following: (a) an Early Amortization Event with respect to the Class A(2009-1) Notes, (b) an Event of Default and acceleration of the Class A(2009-1) Notes, (c) the Class A Usage of the Class B Required Subordinated Amount for the Class A(2009-1) Notes becomes greater than zero or (d) the Class A Usage of the Class C Required Subordinated Amount for the Class A(2009-1) Notes becomes greater than zero.

“ Class A(2009-1) Note ” means any Note, substantially in the form set forth in Exhibit A, Exhibit B or Exhibit C to this Terms Document, designated therein as a Class A(2009-1) Note and duly executed and authenticated in accordance with the Indenture.

 

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“ Class A(2009-1) Noteholder ” means a Person in whose name a Class A(2009-1) Note is registered in the Note Register.

“ Class A(2009-1) Termination Date ” means the earliest to occur of (a) the Principal Payment Date on which the Outstanding Dollar Principal Amount of the Class A(2009-1) Notes is paid in full, (b) the Legal Maturity Date and (c) the date on which the Indenture is discharged and satisfied pursuant to Article V thereof.

“ Class A Required Subordinated Amount of Class B Notes ” is defined in Section 2.02(a).

“ Class A Required Subordinated Amount of Class C Notes ” is defined in Section 2.02(b).

“ Clearing Agency ” means an organization registered as a “clearing agency” pursuant to Section 17A of the Securities Exchange Act.

“ Clearstream ” means Clearstream Banking, societe anonyme.

“ Controlled Accumulation Amount ” means $318,181,818.19; provided , however , if the Accumulation Period Length is determined to be less than eleven (11) months pursuant to Section 3.12(b)(ii) of the Indenture Supplement, the Controlled Accumulation Amount for any Note Transfer Date with respect to the Class A(2009-1) Notes will be equal to (x) the Initial Dollar Principal Amount of the Class A(2009-1) Notes, divided by (y) the Accumulation Period Length.

“ Custodian ” means the entity maintaining possession of the Global Notes for the Clearing Agency.

“ Depository Certification ” is defined in Section 3.02.

“ Distribution Compliance Period ” has the meaning specified in Rule 902 of Regulation S under the Securities Act.

“ DWAC ” means Deposit and Withdrawal At Custodian Service.

“ Euroclear ” means Euroclear Bank, S.A./N.V., as operator of the Euroclear System.

 

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“ Indenture ” means the Third Amended and Restated Indenture, dated as of December 19, 2007, between the Issuing Entity and the Indenture Trustee.

“ Indenture Supplement ” means the Amended and Restated CHASEseries Indenture Supplement, dated as of October 15, 2004, among the Issuing Entity, the Indenture Trustee and the Collateral Agent.

“ Initial Dollar Principal Amount ” means $3,500,000,000.

“ Interest Payment Date ” means February 17, 2009 and the 15th day of each month thereafter, or if such 15th day is not a Business Day, the next succeeding Business Day.

“ Interest Period ” means, with respect to any Interest Payment Date, the period from and including the previous Interest Payment Date (or in the case of the initial Interest Payment Date, from and including the Issuance Date) to but excluding such Interest Payment Date.

“ Issuance Date ” means January 26, 2009.

“ Legal Maturity Date ” means February 15, 2012.

“ LIBOR ” means, for any Interest Period, the London interbank offered rate for one-month United States dollar deposits determined by the Calculation Agent on the LIBOR Determination Date for each Interest Period in accordance with the provisions of Section 2.04.

“ LIBOR Determination Date ” means (1) January 23, 2009 for the period from and including the Issuance Date through but excluding February 17, 2009 and (2) for each Interest Period thereafter, the second London Business Day prior to the commencement of the second and each subsequent Interest Period.

“ London Business Day ” means any Business Day on which dealings in deposits in United States Dollars are transacted in the London interbank market.

“ Note Interest Rate ” means a rate per annum equal to 2.33 % in excess of LIBOR as determined by the Calculation Agent on the related LIBOR Determination Date with respect to each Interest Period.

“ Paying Agent ” means Wells Fargo Bank, National Association.

 

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“ Permanent Regulation S Global Note ” is defined in Section 3.04(a).

“ Predecessor Note ” means, with respect to any particular Note, every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purpose of this definition, any Note authenticated and delivered under Section 3.06 of the Indenture in lieu of a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note.

“ QIB ” means a “qualified institutional buyer,” as defined in Rule 144A under the Securities Act.

“ Record Date ” means, for any Note Transfer Date, the last Business Day of the preceding Monthly Period.

“ Reference Banks ” means four major banks in the London interbank market selected by the Beneficiary.

“ Regulation S Certification ” is defined in Section 3.02.

“ Regulation S Global Note ” means a Temporary Regulation S Global Note or a Permanent Regulation S Global Note.

“ Release Date ” is defined in Section 3.02.

“ Reuters Screen LIBOR01 Page ” means the display page so designated on the Reuters Monitor Money Rates (or such other page as may replace that page on that service, or such other service as may be nominated as the information vendor, for the purposes of displaying rates comparable to LIBOR).

“ Rule 144A Global Note ” is defined in Section 3.03.

“ Scheduled Principal Payment Date ” means February 16, 2010.

“ Stated Principal Amount ” means $3,500,000,000.

“ Temporary Regulation S Global Note ” is defined in Section 3.03.

 

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“ Transfer ” means a sale, conveyance, assignment, hypothecation, pledge, participation, or other form of transfer of any Class A(2009-1) Note.

Section 1.02 Governing Law . THIS TERMS DOCUMENT WILL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 1.03 Counterparts . This Terms Document may be executed in any number of counterparts, each of which so executed will be deemed to be an original, but all such counterparts will together constitute but one and the same instrument.

Section 1.04 Ratification of Indenture and Indenture Supplement . As supplemented by this Terms Document, each of the Indenture, the Asset Pool Supplement and the Indenture Supplement is in all respects ratified and confirmed and the Indenture as so supplemented by the Asset Pool Supplement and the Indenture Supplement as so supplemented by this Terms Document shall be read, taken and construed as one and the same instrument.

[END OF ARTICLE I]

 

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ARTICLE II

THE CLASS A(2009-1) NOTES

Section 2.01 Creation and Designation . There is hereby created a Tranche of CHASEseries Class A Notes to be issued pursuant to the Indenture and the Indenture Supplement to be known as the “CHASEseries Class A(2009-1) Notes.”

Section 2.02 Specification of Required Subordinated Amount and Other Terms .

(a) For the Class A(2009-1) Notes for any date of determination, the Class A Required Subordinated Amount of Class B Notes will be an amount equal to 6.49718% of (i) prior to the occurrence of a Class A(2009-1) Adverse Event, the Adjusted Outstanding Dollar Principal Amount of the Class A(2009-1) Notes on such date of determination or (ii) on and after the date on which a Class A(2009-1) Adverse Event shall have occurred, the greater of (1) the Adjusted Outstanding Dollar Principal Amount of the Class A(2009-1) Notes on such date of determination and (2) the Adjusted Outstanding Dollar Principal Amount of the Class A(2009-1) Notes as of the close of business on the day immediately preceding the date on which such Class A(2009-1) Adverse Event shall have occurred.

(b) For the Class A(2009-1) Notes for any date of determination, the Class A Required Subordinated Amount of Class C Notes will be an amount equal to 6.49718% of (i) prior to the occurrence of a Class A(2009-1) Adverse Event, the Adjusted Outstanding Dollar Principal Amount of the Class A(2009-1) Notes on such date of determination or (ii) on and after the date on which a Class A(2009-1) Adverse Event shall have occurred, the greater of (1) the Adjusted Outstanding Dollar Principal Amount of the Class A(2009-1) Notes on such date of determination and (2) Adjusted Outstanding Dollar Principal Amount of the Class A(2009-1) Notes as of the close of business on the day immediately preceding the date on which such Class A(2009-1) Adverse Event shall have occurred.

(c) The Issuing Entity may change the percentages or the formulas set forth in either clause (a) or (b) above without the consent of any Noteholder so long as the Issuing Entity has (i) received written confirmation from each Note Rating Agency that has rated any Outstanding Notes that the change in either of such percentages or formulas, as applicable, will not result in a Ratings Effect with respect to any Outstanding Notes and (ii) delivered to the Indenture Trustee and the Note Rating Agencies a Master Trust Tax Opinion and an Issuing Entity Tax Opinion.

Section 2.03 Interest Payment . (a) For each Interest Payment Date, the amount of interest due with respect to the Class A(2009-1) Notes shall be an amount equal to the product of (i) (A) a fraction, the numerator of which is the actual number of days in the related Interest Period and the denominator of which is 360, times (B) the Note Interest Rate in effect with respect to the related Interest Period, times (ii) the Outstanding Dollar Principal Amount of the Class A(2009-1) Notes determined as of the close of business on the Interest Payment Date preceding the related Note Transfer Date for the Class A(2009-1) Notes; provided , however , that

 

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for the first Interest Payment Date, the amount of interest due with respect to the Class A(2009-1) Notes shall be an amount equal to the product of (x) the Outstanding Dollar Principal Amount of the Class A(2009-1) Notes on the Issuance Date, (y) 22 divided by 360 and (z) the Note Interest Rate in effect with respect to the Class A(2009-1) Notes determined on January 23, 2009. Interest on the Class A(2009-1) Notes will be calculated on the basis of the actual number of days elapsed and a 360-day year.

(b) Pursuant to Section 3.03 of the Indenture Supplement, on each Note Transfer Date with respect to the Class A(2009-1) Notes, the Indenture Trustee shall deposit into the Class A(2009-1) Interest Funding Sub-Account the portion of CHASEseries Available Finance Charge Collections allocable to the Class A(2009-1) Notes.

Section 2.04 Calculation Agent; Determination of LIBOR .

(a) The Issuing Entity hereby agrees that for so long as any Class A(2009-1) Notes are Outstanding, there shall at all times be an agent appointed to calculate LIBOR for each Interest Period (the “Calculation Agent”). The Issuing Entity hereby initially appoints the Indenture Trustee as the Calculation Agent for purposes of determining LIBOR for each Interest Period. The Calculation Agent may be removed by the Issuing Entity at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuing Entity, or if the Calculation Agent fails to determine LIBOR for an Interest Period, the Issuing Entity shall promptly appoint a replacement Calculation Agent that does not control or is not controlled by or under common control with the Issuing Entity or its Affiliates. The Calculation Agent may not resign its duties, and the Issuing Entity may not remove the Calculation Agent, without a successor having been duly appointed.

(b) On each LIBOR Determination Date, the Calculation Agent shall determine LIBOR on the basis of the rate for deposits in United States dollars for a one-month period which appears on Reuters Screen LIBOR01 Page or on such comparable system as is customarily used to quote LIBOR as of 11:00 a.m., London time, on such date. If such rate does not appear on Reuters Screen LIBOR01 Page or on a comparable system as is customarily used to quote LIBOR the rate for that LIBOR Determination Date shall be determined on the basis of the rates at which deposits in United States dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on that day to prime banks in the London interbank market for a one-month period. The Calculation Agent shall request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two such quotations are provided, the rate for that LIBOR Determination Date shall be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that LIBOR Determination Date will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the Beneficiary, at approximately 11:00 a.m., New York City time, on that day for loans in United States dollars to leading European banks for a one-month period.

(c) The Note Interest Rate applicable to the then current and the immediately preceding Interest Periods may be obtained by telephoning the Indenture Trustee at

 

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its corporate trust office at (612) 667-8058 or such other telephone number as shall be designated by the Indenture Trustee for such purpose by prior written notice by the Indenture Trustee to each Noteholder from time to time.

(d) On each LIBOR Determination Date, the Calculation Agent shall send to the Indenture Trustee and the Beneficiary, via email or by facsimile transmission, notification of LIBOR for the following Interest Period.

Section 2.05 Payments of Interest and Principal .

(a) Any installment of interest or principal payable on any Class A(2009-1) Note which is punctually paid or duly provided for by the Issuing Entity and the Indenture Trustee on the applicable Interest Payment Date or Principal Payment Date shall be paid by the Paying Agent to the Person in whose name such Class A(2009-1) Note (or one or more Predecessor Notes) is registered on the Record Date, by wire transfer of immediately available funds to such Person’s account as has been designated by written instructions received by the Paying Agent from such Person not later than the close of business on the third Business Day preceding the date of payment or, if no such account has been so designated, by check mailed first-class, postage prepaid to such Person’s address as it appears on the Note Register on such Record Date, except that with respect to Class A(2009-1) Notes registered on the Record Date in the name of the nominee of Cede & Co., payment shall be made by wire transfer in immediately available funds to the account designated by such nominee.

(b) The right of the Class A(2009-1) Noteholders to receive payments from the Issuing Entity will terminate on the first Business Day following the Class A(2009-1) Termination Date.

Section 2.06 Form of Delivery of Class A(2009-1) Notes; Depository; Denominations .

(a) The Class A(2009-1) Notes shall be delivered in the form of global Registered Notes substantially in the form of Exhibit A, Exhibit B or Exhibit C to this Terms Document (or such other form as the Issuing Entity may determine), delivered as provided in Sections 2.02 and 3.01(i) of the Indenture, respectively.

(b) The Depository for the Class A(2009-1) Notes shall be The Depository Trust Company, and the Class A(2009-1) Notes shall initially be registered in the name of Cede & Co., its nominee.

(c) The Class A(2009-1) Notes will be issued in minimum denominations of $250,000 and integral multiples of $1,000 in excess thereof.

 

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Section 2.07 Delivery of the Class A(2009-1) Notes . The Issuing Entity shall execute and deliver the Class A(2009-1) Notes to the Indenture Trustee for authentication, and the Indenture Trustee shall deliver the Class A(2009-1) Notes when authenticated, each in accordance with Section 3.03 of the Indenture.

Section 2.08 Supplemental Indenture . The Issuing Entity may enter into a supplemental indenture with respect to the Class A(2009-1) Notes as provided in Section 9.01 of the Indenture; provided , however , that any supplemental indenture which provides for an additional or alternative form of credit enhancement for the Class A(2009-1) Notes shall, in addition to the requirements set forth in Section 9.01 of the Indenture, require confirmation from the Note Rating Agencies that have rated any Outstanding Notes of the CHASEseries that such change in credit enhancement will not result in a Ratings Effect with respect to any Outstanding Notes of the CHASEseries.

[END OF ARTICLE II]

 

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ARTICLE III

RESTRICTIONS ON TRANSFER OF THE CLASS A(2009-1) NOTES

Section 3.01 Registration; Registration of Transfer and Exchange; Transfer Restrictions .

The Class A(2009-1) Notes have not been registered under the Securities Act or any state securities law. None of the Beneficiary, the Issuing Entity or the Indenture Trustee is obligated to register the Class A(2009-1) Notes under the Securities Act or any other securities or “Blue Sky” laws or to take any other action not otherwise required under this Terms Document to permit the transfer of any Class A(2009-1) Note without registration.

No transfer of any of the Class A(2009-1) Notes or any interest therein (including by pledge or hypothecation) shall be made except in compliance with the restrictions on transfer set forth in this Section 3.01 (including the applicable legend to be set forth on the face of each Note as provided in Exhibits A, B and C, as applicable) and in Section 3.05 and in a transaction exempt from the registration requirements of the Securities Act and applicable state securities or “Blue Sky” laws (i) to a Person (A) that the transferor reasonably believes is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act (a “ QIB ”) in the form of beneficial interests in the Rule 144A Global Note, and (B) that is aware that the resale or other transfer is being made in reliance on Rule 144A under the Securities Act or (ii) in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act, in the form of beneficial interests in the applicable Regulation S Global Note. As used in this Section 3.01, the terms “United States” and “U.S. persons” have the meanings given them in Regulation S under the Securities Act.

Each Note Owner of any of the Class A(2009-1) Notes, by its acceptance thereof, will be deemed to have acknowledged, represented to and agreed with the Issuing Entity, the Beneficiary, the Indenture Trustee and the Initial Purchaser as follows.

(i) It agrees not to (a) offer the Class A(2009-1) Notes or any interest or participation in such Class A(2009-1) Notes or (b) sell, transfer, assign, participate, pledge or otherwise dispose of any Class A(2009-1) Note or any interest or participation in such Class A(2009-1) Note (any such act, a “Class A(2009-1) note transfer”), except in compliance with:

I) the Indenture,

II) the Securities Act, and

 

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III) the restrictions and conditions in the applicable note legend.

(ii) It understands and acknowledges that the Class A(2009-1) Notes have not been and will not be registered under the Securities Act or any state or other applicable securities law and that the Class A(2009-1) Notes, or any interest or participation therein, may not be offered, sold, pledged or otherwise transferred unless registered pursuant to, or exempt from registration under, the Securities Act and any other applicable securities law.

(iii) It understands that the Class A(2009-1) Notes will be offered and may be resold by the Initial Purchaser (A) in the United States to QIBs pursuant to Rule 144A under the Securities Act in the form of beneficial interests in the Rule 144A Global Note, or (B) outside the United States pursuant to Regulation S under the Securities Act, initially in the form of beneficial interests in the Temporary Regulation S Global Note. As set forth in Section 3.04, beneficial interests in the Temporary Regulation S Global Note may be exchanged for beneficial interests in the Permanent Regulation S Global Note.

(iv) It understands that the Class A(2009-1) Notes may not be offered or sold within the United States or to or for the account or benefit of U.S. persons (A) as part of their distribution at any time or (B) otherwise until 40 days after the later of (x) the date upon which the offering of such notes commenced to persons other than distributors in reliance upon Regulation S under the Securities Act and (y) the date of issuance of the Class A(2009-1) Notes, except in either case in accordance with Regulation S or Rule 144A under the Securities Act. Terms used in this clause (iv) have the meaning given to them by Regulation S under the Securities Act.

(v) It agrees that if in the future it should offer, sell or otherwise transfer such Class A(2009-1) Notes or any interest or participation therein, it will do so only (A) to the Transferor or the Issuing Entity, (B) pursuant to Rule 144A under the Securities Act to a Person that it reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A under the Securities Act, purchasing for its own account or for the account of a QIB, whom it has informed that such offer, sale or other transfer is being made in reliance on Rule 144A under the Securities Act or (C) in an offshore transaction meeting the requirements of Rule 903 or Rule 904 of Regulation S under the Securities Act.

(vi) It acknowledges that the Class A(2009-1) Notes will bear a legend to the following effect unless the Issuing Entity determines otherwise, consistent with applicable law:

 

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“THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS NOTE NOR ANY PORTION HEREOF MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE PROVISIONS OF ANY STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS (1) TO CHASE BANK USA, NATIONAL ASSOCIATION AND ITS AFFILIATES, (2) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A “QIB”) PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, OR (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT. EACH NOTE OWNER BY ACCEPTING A BENEFICIAL INTEREST IN THIS NOTE, UNLESS THAT PERSON ACQUIRED THIS NOTE IN A TRANSFER DESCRIBED IN CLAUSE (3) ABOVE, IS DEEMED TO REPRESENT THAT IT IS EITHER A QIB PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF ANOTHER QIB.

BEFORE PURCHASING ANY NOTES, PURCHASERS SHOULD CONSULT COUNSEL WITH RESPECT TO THE AVAILABILITY AND CONDITIONS OF EXEMPTION FROM THE RESTRICTION ON RESALE OR TRANSFER. NEITHER CHASE BANK USA, NATIONAL ASSOCIATION NOR CHASE ISSUANCE TRUST HAS AGREED TO REGISTER THE NOTES UNDER THE SECURITIES ACT, TO QUALIFY THE NOTES UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OR TO PROVIDE REGISTRATION RIGHTS TO ANY PURCHASER.”

(vii) It (A)(1) is a QIB, (2) is aware that the sale to it is being made in reliance on Rule 144A under the Securities Act and if it is acquiring such Class A(2009-1) Note or any interest or participation therein for the account of another QIB, that other QIB is aware that the sale is being made in reliance on Rule 144A under the Securities Act and (3) is acquiring such Class

 

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A(2009-1) Note or any interest or participation therein for its own account or for the account of a QIB, or (B) is not a U.S. person and is purchasing such Class A(2009-1) Note or any interest or participation therein in an offshore transaction meeting the requirements of Rule 903 or Rule 904 of Regulation S under the Securities Act.

(viii) It is purchasing such Class A(2009-1) Note for its own account, or for one or more investor accounts for which it is acting as fiduciary or agent, in each case for investment, and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act, subject to any requirements of law that the disposition of its property or the property of such investor account or accounts be at all times within its or their control and subject to its or their ability to resell such Class A(2009-1) Note, or any interest or participation therein, as provided in this Terms Document.

(ix) If it is acquiring such Class A(2009-1) Notes or any interest or participation therein in an “offshore transaction” (as defined in Regulation S under the Securities Act), it acknowledges that such Class A(2009-1) Notes will initially be represented by the Temporary Regulation S Global Note and that transfers thereof or any interest or participation therein are restricted as set forth in this Terms Document. If it is a QIB, it acknowledges that such Class A(2009-1) Note offered in reliance on Rule 144A under the Securities Act will be represented by a Rule 144A Global Note and that transfers thereof or any interest or participation therein are restricted as set forth in this Terms Document.

(x) It understands that the Temporary Regulation S Global Note will bear a legend to the following effect unless the Issuing Entity determines otherwise, consistent with applicable law:

“PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE COMMENCEMENT OF THE OFFERING OF THE NOTES AND THE DATE OF THE ORIGINAL ISSUANCE OF THE NOTES, THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE PROVISION OF STATE BLUE SKY OR SECURITIES LAWS.

THIS GLOBAL NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER THE SECURITIES ACT.

 

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NEITHER THIS TEMPORARY GLOBAL NOTE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE INDENTURE REFERRED TO BELOW.

NO BENEFICIAL OWNERS OF THIS TEMPORARY GLOBAL NOTE WILL BE ENTITLED TO RECEIVE PAYMENT OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE INDENTURE.”

(xi) If it is acquiring any Class A(2009-1) Notes, or any interest or participation therein, as a fiduciary or agent for one or more investor accounts, it represents that it has sole investment discretion with respect to such account and that it has full power to make the acknowledgments, representations and agreements contained herein on behalf of each such account.

(xii) It acknowledges that Chase USA and the Issuing Entity will rely on the truth and accuracy of the foregoing acknowledgments, representations and agreements, and agrees that if any of the foregoing acknowledgments, representations and agreements deemed to have been made by it are no longer accurate, it will promptly notify Chase USA and the Issuing Entity.

(xiii) With respect to any foreign purchaser claiming an exemption from United States income or withholding tax that it has delivered to the Paying Agent a true and complete Form W-8BEN or Form W-8ECI indicating such exemption or such other forms and documentation as may be sufficient under the applicable regulations for claiming such exemption.

(xiv) It agrees to treat the Class A(2009-1) Notes as indebtedness of Chase USA for applicable federal, state and local income and franchise tax law purposes and for purposes of any other tax imposed on, or measured by, income.

(xv) It acknowledges that transfers of the Class A(2009-1) Note or any interest or participation therein shall otherwise be subject in all respects to the restrictions applicable thereto contained in this Terms Document. Any transfer, resale, pledge or other transfer of the Class A(2009-1) Note contrary to the restrictions set forth above and elsewhere in this Terms Document shall be deemed void ab initio .

 

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Section 3.02 Payment of Principal and Interest on and Exchange of Temporary Regulation S Global Notes . Holders of a beneficial interest in Class A(2009-1) Notes sold in reliance on Regulation S under the Securities Act as Temporary Regulation S Global Notes are prohibited from receiving distributions on or from exchanging beneficial interests in such Temporary Regulation S Global Notes for Permanent Regulation S Global Notes until the later of (i) the expiration of the Distribution Compliance Period (the “ Release Date ”) and (ii) the furnishing to Euroclear and Clearstream of a certificate substantially in the form of Exhibit B-3 to the Indenture certifying that the beneficial owner of the Temporary Regulation S Global Note is a non-U.S. person (a “ Regulation S Certification ”) and the furnishing to the Indenture Trustee by Euroclear or Clearstream of a certificate substantially in the form of Exhibit B-1 to the Indenture certifying that it has received the requisite Regulation S Certification with respect to the beneficial ownership of any portion of a Temporary Regulation S Global Note (a “ Depository Certification ”).

Section 3.03 Global Notes . The Class A(2009-1) Notes, upon original issuance, will be issued in global form (i) to QIBs in transactions exempt from the registration requirements of the Securities Act in reliance on Rule 144A under the Securities Act, as one or more notes in fully registered form, without interest coupons (each, a “ Rule 144A Global Note ”), executed, authenticated and delivered in substantially the form attached as Exhibit A and/or (ii) as one or more notes in “offshore transactions” (within the meaning of Regulation S under the Securities Act), in fully registered form, without interest coupons (each, a “ Temporary Regulation S Global Note ”), executed, authenticated and delivered in substantially the form attached as Exhibit B. Such Class A(2009-1) Note shall be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuing Entity and shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.04(c) of the Indenture.

Section 3.04 Regulation S Global Notes

(a) Class A(2009-1) Notes issued in reliance on Regulation S under the Securities Act will initially be in the form of one or more Temporary Regulation S Global Notes. Any interest in a Class A(2009-1) Note evidenced by a Temporary Regulation S Global Note is exchangeable for an interest in a Class A(2009-1) Note in fully registered, global form, without interest coupons, executed, authenticated and delivered in substantially the form attached as Exhibit C (each, a “ Permanent Regulation S Global Note ”), upon the later of (i) the Release Date and (ii) the furnishing of a Regulation S Certification.

(b) On or prior to the Release Date, each beneficial owner of a Temporary Regulation S Global Note shall deliver to Euroclear or Clearstream (as applicable) a Regulation S Certification; provided , however , that any beneficial owner of a Temporary Regulation S Global Note on the Release Date or on any Interest Payment Date or Principal Payment Date that has previously delivered a Regulation S Certification hereunder shall not be required to deliver any subsequent Regulation S Certification (unless the certification previously

 

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delivered is no longer true as of such subsequent date, in which case such beneficial owner shall promptly notify Euroclear or Clearstream, as applicable, thereof and shall deliver an updated Regulation S Certification). Euroclear and/or Clearstream, as applicable, shall deliver to the Paying Agent or the Indenture Trustee a Depository Certification promptly upon the receipt of each such Regulation S Certification, and no such beneficial owner (or transferee from such beneficial owner) shall be entitled to receive an interest in a Permanent Regulation S Global Note or any payment of principal of or interest on or any other payment with respect to its beneficial interest in a Temporary Regulation S Global Note prior to the Paying Agent or the Indenture Trustee receiving a Depository Certification from Euroclear or Clearstream with respect to the portion of the Temporary Regulation S Global Note owned by such beneficial owner (and, with respect to an interest in the Permanent Regulation S Global Note, prior to the Release Date).

(c) Any payments of principal of, interest on or any other payment with respect to a Temporary Regulation S Global Note received by Euroclear or Clearstream with respect to any portion of such Regulation S Global Note owned by a Note Owner that has not delivered the Regulation S Certification required by this Section 3.04 shall be held by Euroclear and Clearstream solely as agents for the Paying Agent and the Indenture Trustee. Euroclear and Clearstream shall remit such payments to the applicable Note Owner (or to a Euroclear or Clearstream member on behalf of such Note Owner) only after Euroclear or Clearstream has received the requisite Regulation S Certification. Until the Paying Agent or the Indenture Trustee has received a Depository Certification from Euroclear or Clearstream, as applicable, the Paying Agent or the Indenture Trustee may revoke the right of Euroclear or Clearstream, as applicable, to hold any payments made with respect to such portion of such Temporary Regulation S Global Note. If the Paying Agent or the Indenture Trustee exercises its right of revocation pursuant to the immediately preceding sentence, Euroclear or Clearstream, as applicable, shall return such payments to the Paying Agent or the Indenture Trustee and the Indenture Trustee shall hold such payments in the applicable Bank Account until Euroclear or Clearstream, as applicable, has provided the necessary Depository Certification to the Paying Agent or the Indenture Trustee (at which time the Paying Agent shall forward such payments to Euroclear or Clearstream, as applicable, to be remitted to the Note Owner that is entitled thereto on the records of Euroclear or Clearstream (or on the records of their respective members)).

(d) Each Note Owner with respect to a Temporary Regulation S Global Note shall exchange its interest therein for an interest in a Permanent Regulation S Global Note on or after the Release Date upon furnishing to Euroclear or Clearstream (as applicable) the Regulation S Certification and upon receipt by the Paying Agent or the Indenture Trustee, as applicable, of the Depository Certification thereof from Euroclear or Clearstream, as applicable, in each case pursuant to the terms of this Section 3.04. On and after the Release Date, upon receipt by the Paying Agent or the Indenture Trustee of any Depository Certification from Euroclear or Clearstream described in the immediately preceding sentence (i) with respect to the first such certification, the Issuing Entity shall execute, and the Indenture Trustee shall, upon receipt of an order with respect thereto, authenticate and deliver to the Custodian the applicable Permanent Regulation S Global Note and (ii) with respect to the first and all subsequent certifications, the Custodian shall exchange on behalf of the applicable beneficial owners the

 

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portion of the applicable Temporary Regulation S Global Note covered by such certification for a comparable portion of the applicable Permanent Regulation S Global Note. Upon any exchange of a portion of a Temporary Regulation S Global Note for a comparable portion of a Permanent Regulation S Global Note, the Custodian shall endorse on the schedules affixed to each of such Regulation S Global Notes (or on continuations of such schedules affixed to each of such Regulation S Global Notes and made parts thereof) appropriate notations evidencing the date of transfer and (x) with respect to the Temporary Regulation S Global Note, a decrease in the principal amount thereof equal to the amount covered by the applicable certification and (y) with respect to the Permanent Regulation S Global Note, an increase in the principal amount thereof equal to the principal amount of the decrease in the Temporary Regulation S Global Note pursuant to clause (x) above.

Section 3.05 Special Transfer Provisions . (a) If a holder of a beneficial interest in the Rule 144A Global Note wishes at any time to exchange its interest in the Rule 144A Global Note for an interest in the Regulation S Global Note, or to transfer its interest in the Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of an interest in the Regulation S Global Note, such holder may, subject to the rules and procedures of the Clearing Agency and to the requirements set forth in the following sentence, exchange or transfer or cause the exchange or transfer of such interest for an equivalent beneficial interest in the Regulation S Global Note. Upon receipt by the Indenture Trustee of (1) instructions given in accordance with the Clearing Agency’s procedures from or on behalf of a Note Owner of the Rule 144A Global Note, directing the Indenture Trustee (via DWAC) to credit or cause to be credited a beneficial interest in the Regulation S Global Note in an amount equal to the beneficial interest in the Rule 144A Global Note to be exchanged or transferred, (2) a written order in accordance with the Clearing Agency’s procedures containing information regarding the Euroclear or Clearstream account to be credited with such increase and the name of such account, and (3) a certification given by such Note Owner stating that the exchange or transfer of such interest has been made pursuant to and in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act, the Indenture Trustee shall promptly deliver appropriate instructions to the Clearing Agency (via DWAC), its nominee, or the Custodian, as the case may be, to reduce or reflect on its records a reduction of the Rule 144A Global Note by the aggregate principal amount of the beneficial interest in the Rule 144A Global Note to be so exchanged or transferred from the relevant participant, and the Indenture Trustee shall promptly deliver appropriate instructions (via DWAC) to the Clearing Agency, its nominee, or the Custodian, as the case may be, concurrently with such reduction, to increase or reflect on its records an increase of the principal amount of such Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Rule 144A Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (who may be Euroclear Bank S.A./N.V. as operator of Euroclear or another agent member of Euroclear, or Clearstream, or both, as the case may be, acting for and on behalf of them) a beneficial interest in such Regulation S Global Note equal to the reduction in the principal amount of the Rule 144A Global Note. Notwithstanding anything to the contrary, the Indenture Trustee may conclusively rely upon the completed schedule set forth in the Rule 144A Global Note evidencing the Class A(2009-1) Notes.

 

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(b) If a holder of a beneficial interest in the Regulation S Global Note wishes at any time to exchange its interest in the Regulation S Global Note for an interest in the Rule 144A Global Note, or to transfer its interest in the Regulation S Global Note to a Person who wishes to take delivery thereof in the form of an interest in the Rule 144A Global Note, such holder may, subject to the rules and procedures of Euroclear or Clearstream and the Clearing Agency, as the case may be, and to the requirements set forth in the following sentence, exchange or transfer or cause the exchange or transfer of such interest for an equivalent beneficial interest in the Rule 144A Global Note. Upon receipt by the Indenture Trustee of (1) instructions given in accordance with the procedures of Euroclear or Clearstream and the Clearing Agency, as the case may be, from or on behalf of a Note Owner of the Regulation S Global Note directing the Indenture Trustee to credit or cause to be credited a beneficial interest in the Rule 144A Global Note in an amount equal to the beneficial interest in the Regulation S Global Note to be exchanged or transferred, (2) a written order given in accordance with the procedures of Euroclear or Clearstream and the Clearing Agency, as the case may be, containing information regarding the account with the Clearing Agency to be credited with such increase and the name of such account, and (3) prior to the expiration of the Distribution Compliance Period, a certification given by such Class A(2009-1) Note Owner stating that the Person transferring such interest in such Regulation S Global Note reasonably believes that the Person acquiring such interest in the Rule 144A Global Note is a QIB and is obtaining such beneficial interest for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A under the Securities Act and any applicable securities laws of any state of the United States or any other jurisdiction, the Indenture Trustee shall promptly deliver (via DWAC) appropriate instructions to the Clearing Agency, its nominee, or the Custodian, as the case may be, to reduce or reflect on its records a reduction of the Regulation S Global Note by the aggregate principal amount of the beneficial interest in such Regulation S Global Note to be exchanged or transferred, and the Indenture Trustee shall promptly deliver (via DWAC) appropriate instructions to the Clearing Agency, its nominee, or the Custodian, as the case may be, concurrently with such reduction, to increase or reflect on its records an increase of the principal amount of the Rule 144A Global Note by the aggregate principal amount of the beneficial interest in the Regulation S Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Rule 144A Global Note equal to the reduction in the principal amount of the Regulation S Global Note. After the expiration of the Distribution Compliance Period, the certification requirement set forth in clause (3) of the second sentence of the first paragraph of this Section 3.05(b) will no longer apply to such exchanges and transfers. Notwithstanding anything to the contrary, the Indenture Trustee may conclusively rely upon the completed schedule set forth in the Regulation S Global Note evidencing the Class A(2009-1) Notes.

(c) Any beneficial interest in one of the Global Notes that is transferred to a Person who takes delivery in the form of an interest in another Global Note will, upon transfer, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest.

 

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(d) Until the later of the Release Date and the provision of the certifications required by Section 3.05, beneficial interests in a Regulation S Global Note may only be held through Euroclear Bank S.A./N.V. as operator of Euroclear or Clearstream or another agent member of Euroclear and Clearstream acting for and on behalf of them. During the Distribution Compliance Period, interests in the Regulation S Global Note may be exchanged for interests in the Rule 144A Global Note only in accordance with the certification requirements described above.

[END OF ARTICLE III]

 

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ARTICLE IV

MISCELLANEOUS PROVISION

Section 4.01 Amendments . Notwithstanding anything to the contrary contained herein, each Class A(2009-1) Note and this Terms Document may be amended or supplemented to modify the restrictions on and procedures for Transfer of the Class A(2009-1) Notes to reflect any change in applicable law or regulation (or the interpretation thereof) or in practices relating to the Transfer of restricted securities generally. Each Noteholder and Note Owner shall, by its acceptance of such Class A(2009-1) Note or, in the case of a Note Owner, a beneficial interest in such Class A(2009-1) Note, have agreed to any such amendment or supplement.

Section 4.02 Section 3.12(b)(ii) of the Indenture Supplement . Notwithstanding anything to the contrary contained in Section 3.12(b)(ii) of the Indenture Supplement, with respect to the Class A(2009-1) Notes, any reference in Section 3.12(b)(ii) of the Indenture Supplement to “twelve (12) whole calendar months” shall be changed to “eleven (11) whole calendar months”.

Section 4.03 Limitation on Changing the Scheduled Principal Payment Date or Legal Maturity Date . So long as the Class A(2009-1) Notes are held by Chase USA or any Affiliate of Chase USA, (a) neither the Scheduled Principal Payment Date nor the Legal Maturity Date of such Class A(2009-1) Notes may be amended to an earlier date and (b) the Class A(2009-1) Notes may not be cancelled prior to their Scheduled Principal Payment Date by presentation by Chase USA or any Affiliate of Chase USA of such Class A(2009-1) Notes to the Indenture Trustee for cancellation except in accordance with Section 11.02 of the Indenture or if the Outstanding Dollar Principal Amount of the Class A(2009-1) Notes is paid in full pursuant to the provisions of this Terms Document.

[END OF ARTICLE IV]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Terms Document to be duly executed, all as of the day and year first above written.

 

Chase Issuance Trust

CHASEseries Class A(2009-1) Terms Document

Signature Page

EXHIBIT A

CLASS A(2009-1) RULE 144A GLOBAL NOTE

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS NOTE NOR ANY PORTION HEREOF MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE PROVISIONS OF ANY STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS (1) TO CHASE BANK USA, NATIONAL ASSOCIATION AND ITS AFFILIATES, (2) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (A “QIB”) PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, OR (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT. EACH NOTE OWNER BY ACCEPTING A BENEFICIAL INTEREST IN THIS NOTE, UNLESS THAT PERSON ACQUIRED THIS NOTE IN A TRANSFER DESCRIBED IN CLAUSE (3) ABOVE, IS DEEMED TO REPRESENT THAT IT IS EITHER A QIB PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF ANOTHER QIB.

BEFORE PURCHASING ANY NOTES, PURCHASERS SHOULD CONSULT COUNSEL WITH RESPECT TO THE AVAILABILITY AND CONDITIONS OF EXEMPTION FROM THE RESTRICTION ON RESALE OR TRANSFER. NEITHER CHASE BANK USA, NATIONAL ASSOCIATION NOR CHASE ISSUANCE TRUST HAS AGREED TO REGISTER THE NOTES UNDER THE SECURITIES ACT, TO QUALIFY THE NOTES UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OR TO PROVIDE REGISTRATION RIGHTS TO ANY PURCHASER.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF