THIRD AMENDED AND RESTATED INDENTURE

Exhibit 4.2

CHASE ISSUANCE TRUST

as Issuing Entity

CLASS C(2008-3) TERMS DOCUMENT

dated as of June 16, 2008

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 C(2008-3) 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 June 16, 2008.

Pursuant to this Terms Document, the Issuing Entity and the Indenture Trustee shall create a new Tranche of CHASEseries Class C 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

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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 C(2008-3) Notes and no other Tranche of CHASEseries Notes issued by the Issuing Entity.

“ 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.

“ Bank ” means Chase Bank USA, National Association, a national banking association.

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

“ Calculation Agent ” is defined in Section 2.03(a).

“ Class C Reserve Account Percentage ” means, for any Monthly Period, (i) zero, if the Quarterly Excess Spread Percentage for such Monthly Period is greater than or equal to 4.50%, (ii) 1.00%, if the Quarterly Excess Spread Percentage for such Monthly Period is less than 4.50% and greater than or equal to 4.00%, (iii) 1.50%, if the Quarterly Excess Spread Percentage for such Monthly Period is less than 4.00% and greater than or equal to 3.50%, (iv) 2.50%, if the Quarterly Excess Spread Percentage is less than 3.50% and greater than or equal to 3.00%; (v) 4.00%, if the Quarterly Excess Spread Percentage for such Monthly Period is less than 3.00% and greater than or equal to 2.50%, (vi) 5.00%, if the Quarterly Excess Spread Percentage is less than 2.50% and greater than or equal to 2.00% and (vii) 5.75%, if the Quarterly Excess Spread Percentage for such Monthly Period is less than 2.00%.

“ Class C(2008-3) Note ” means any Note, substantially in the form set forth in Exhibit A-3 to the Indenture Supplement, designated therein as a Class C(2008-3) Note and duly executed and authenticated in accordance with the Indenture.

“ Class C(2008-3) Noteholder ” means a Person in whose name a Class C(2008-3) Note is registered in the Note Register.

“ Class C(2008-3) Tax Opinion ” means an Opinion of Counsel stating that the Class C(2008-3) Notes will be characterized as debt for United States federal income tax purposes.

“ Class C(2008-3) Termination Date ” means the earliest to occur of (a) the Principal Payment Date on which the Outstanding Dollar Principal Amount of the Class C(2008-

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3) 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.

“ Controlled Accumulation Amount ” means $20,833,333.34; provided , however , if the Accumulation Period Length is determined to be less than twelve 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 C(2008-3) Notes will be the amount specified in the definition of “Controlled Accumulation Amount” in the Indenture Supplement.

“ Eligible Purchaser ” means a corporation, partnership or other entity which can make the representations set forth in Section 3.02(b) or (c) hereof, as applicable, and that is either (x) a QIB, or in the case of an initial Transfer by the Bank only, an “Accredited Investor” within the meaning of Rule 501(a)(1)(2)(3) or (7) of Regulation D under the Securities Act or (y) a Non-U.S. Person (as defined in Regulation S under the Securities Act) in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act.

“ Exempt Transaction ” means a Transfer to an Eligible Purchaser in a transaction exempt from the registration requirements of the Securities Act and applicable state securities or “blue sky” laws.

“ 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 $250,000,000.

“ Interest Payment Date ” means July 15, 2008 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 June 16, 2008.

“ Legal Maturity Date ” means September 15, 2011.

“ 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 2.03.

“ LIBOR Determination Date ” means (1) June 12, 2008 for the period from and including the Issuance Date through but excluding July 15, 2008 and (2) for each interest period

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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 2.95% 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.

“ 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.

“ Quarterly Excess Spread Percentage ” means, for each Determination Date, the percentage equivalent of a fraction the numerator of which is the sum of the Excess Spread Percentages with respect to the immediately preceding three Monthly Periods and the denominator of which is three.

“ 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.

“ 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).

“ Scheduled Principal Payment Date ” means September 15, 2009.

“ Stated Principal Amount ” means $250,000,000.

“ Targeted Holders ” means each holder of a right to receive interest or principal with respect to any interest in the Issuing Entity with respect to which a Class C(2008-3) Tax Opinion has not been rendered; provided , however , that any Person holding more than one right or interest each of which would cause such Person to be a Targeted Holder shall be treated as a single Targeted Holder.

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“ Transfer ” means a sale, conveyance, assignment, hypothecation, pledge, participation, or other form of transfer of any Class C(2008-3) 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 C(2008-3) NOTES

Section 2.01 Creation and Designation . There is hereby created a Tranche of CHASEseries Class C Notes to be issued pursuant to the Indenture and the Indenture Supplement to be known as the “CHASEseries Class C(2008-3) Notes.”

Section 2.02 Interest Payment .

(a) For each Interest Payment Date, the amount of interest due with respect to the Class C(2008-3) 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 C(2008-3) Notes determined as of the close of business on the Interest Payment Date preceding the related Note Transfer Date for the Class C(2008-3) Notes; provided , however , that for the first Interest Payment Date the amount of interest due with respect to the Class C(2008-3) Notes shall be an amount equal to the product of (x) the Outstanding Dollar Principal Amount of the Class C(2008-3) Notes on the Issuance Date, (y) 29 divided by 360 and (z) the Note Interest Rate in effect with respect to the Class C(2008-3) Notes determined on June 12, 2008. Interest on the Class C(2008-3) 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 C(2008-3) Notes, the Indenture Trustee shall deposit into the Class C(2008-3) Interest Funding Sub-Account the portion of CHASEseries Available Finance Charge Collections allocable to the Class C(2008-3) Notes.

Section 2.03 Calculation Agent; Determination of LIBOR

(a) The Issuing Entity hereby agrees that for so long as any Class C(2008-3) 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

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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 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 2.04 Payments of Interest and Principal .

(a) Any installment of interest or principal payable on any Class C(2008-3) 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 C(2008-3) 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 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 C(2008-3) Noteholders to receive payments from the Issuing Entity will terminate on the first Business Day following the Class C(2008-3) Termination Date.

Section 2.05 Targeted Amount to be on Deposit in the Class C Reserve Sub-Account .

(a) The amount targeted, with respect to any Monthly Period, to be on deposit in the Class C Reserve Sub-Account for the Class C(2008-3) Notes on the Note Transfer

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Date in the immediately succeeding Monthly Period, will, on the Issuance Date, be zero and, thereafter, will be an amount equal to the product of (A) the Class C Reserve Account Percentage for such Monthly Period times (B) the Initial Dollar Principal Amount of the CHASEseries Notes (exclusive of (x) any Class or Tranche of CHASEseries Notes which will be paid in full on the applicable Payment Date for such Class or Tranche of CHASEseries Notes in the immediately succeeding Monthly Period and (y) any Class or Tranche of CHASEseries Notes which will have a Nominal Liquidation Amount of zero on the applicable Payment Date for such Class or Tranche of CHASEseries Notes in the immediately succeeding Monthly Period) times (C) a fraction, the numerator of which is the Nominal Liquidation Amount of the Class C(2008-3) Notes as of the close of business on the last day of such Monthly Period (exclusive of the amount deposited with respect to the Targeted Principal Deposit Amount on the applicable Note Transfer Date for such Tranche of CHASEseries Class C Notes in the next succeeding Monthly Period) and the denominator of which is the Nominal Liquidation Amount of all Class C Notes in the CHASEseries as of the close of business on the last day of such Monthly Period (exclusive of the amount deposited with respect to the Targeted Principal Deposit Amount on the applicable Note Transfer Date for all Tranches of CHASEseries Class C Notes in the next succeeding Monthly Period); provided however, that if an Early Redemption Event or Event of Default occurs with respect to the Class C(2008-3) Notes, the amount targeted to be on deposit will be the Initial Dollar Principal Amount of the Class C(2008-3) Notes.

(b) The Issuing Entity may change the percentage and methodology set forth above for calculating the amount targeted to be on deposit in the Class C Reserve Sub-Account for the Class C(2008-3) Notes 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 such percentage or formula 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 2.06 Form and Delivery of Class C(2008-3) Notes; Depository; Denominations .

(a) The Class C(2008-3) Notes, together with the Indenture Trustee’s certificate of authentication, shall be in substantially the form set forth in Exhibit A. The terms of Class C(2008-3) Notes set forth in Exhibit A are part of the terms of this Terms Document.

(b) The Class C(2008-3) Notes shall initially be issued in definitive, fully registered, certificated form and shall initially be retained by and registered in the name of the Bank. In the event any Class C(2008-3) Note is Transferred in an Exempt Transaction, such Class C(2008-3) Note may be issued either in the form of a global Registered Note as provided in Sections 2.02 and 3.01(i) of the Indenture, respectively, or in definitive, fully registered, certificated form, as applicable, and shall initially be registered in the name of the beneficial owner as listed in the Note Register. If, however, any Class C(2008-3) Note is Transferred pursuant to an effective registration under the Securities Act and applicable state securities or “blue sky” laws, such Class C(2008-3) Note shall be issued in the form of a global Registered Note as provided in Sections 2.02 and 3.01(i) of the Indenture, respectively. The Depository for any Class C(2008-3) Notes issued as global Registered Notes shall be The Depository Trust

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Company, with each such Class C(2008-3) Note being registered in the name of Cede & Co., its nominee.

(c) The Class C(2008-3) Notes (i) initially issued to and retained by the Bank and any Class C(2008-3) Notes Transferred in an Exempt Transaction will be issued in minimum denominations of $250,000 and integral multiples of $1,000 in excess of that amount and (ii) Transferred pursuant to an effective registration statement will be issued in minimum denominations of $1,000 and integral multiples of that amount.

Section 2.07 Delivery and Payment for the Class C(2008-3) Notes . The Issuing Entity shall execute and deliver the Class C(2008-3) Notes to the Indenture Trustee for authentication, and the Indenture Trustee shall deliver the Class C(2008-3) 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 C(2008-3) 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 C(2008-3) 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 C(2008-3) NOTES

Section 3.01 Private Placement of the Class C(2008-3) Notes .

(a) The Class C(2008-3) Notes have not been registered under the Securities Act, or any state securities or blue sky law. No Transfer of any Class C(2008-3) Note shall be made except either (i) pursuant to an effective registration under the Securities Act and applicable state securities or “blue sky” laws or (ii) in an Exempt Transaction. The Class C(2008-3) Notes initially purchased by the Bank and any Class C(2008-3) Notes Transferred in an Exempt Transaction shall bear a legend to the effect set forth in subsection (b) below. None of the Issuing Entity, the Transfer Agent and Note Registrar, the Owner Trustee or the Indenture Trustee is obligated to register the Class C(2008-3) Notes under the Securities Act or any other securities or “blue sky” law or to take any other action not otherwise required under this Terms Document, the Indenture, the Indenture Supplement, the Asset Pool Supplement or the Transfer and Servicing Agreement to permit the Transfer of Class C(2008-3) Notes without registration or as described above; provided however that in connection with any Transfer of a Class C(2008-3) Note, the Bank may, in its sole discretion, register the Class C(2008-3) Notes under the Securities Act or any other securities or “blue sky” law.

(b) Each Class C(2008-3) Note (i) initially issued to the Bank or (ii) Transferred in an Exempt Transaction shall bear a restrictive legend to the following effect:

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT THIS NOTE, OR ANY INTEREST OR PARTICIPATION HEREIN, MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE PROVISIONS OF ANY STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH PROVISIONS.

Section 3.02 Transfer of the Class C(2008-3) Notes .

(a) Transfer of the Class C(2008-3) Notes Pursuant to an Effective Registration under the Securities Act with a Class C(2008-3) Tax Opinion . If, at the time of any proposed Transfer of the Class C(2008-3) Notes by the Bank, as initial holder of the Class C(2008-3) Notes, the Class C(2008-3) Notes have been registered under the Securities Act and a Class C(2008-3) Tax Opinion is rendered, then the proposed Transfer will not be subject to any additional restrictions with respect to such Transfer or its proposed transferee. With respect to any such Transfer, the Class C(2008-3) Note shall be transferred for a global Registered Note which shall bear a legend to the following effect:

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK

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CORPORATION (“DTC”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE CHASE ISSUANCE TRUST, THE FIRST USA CREDIT CARD MASTER TRUST OR THE CHASE CREDIT CARD MASTER TRUST, OR JOIN IN ANY INSTITUTION AGAINST THE CHASE ISSUANCE TRUST, THE FIRST USA CREDIT CARD MASTER TRUST OR THE CHASE CREDIT CARD MASTER TRUST, IN, ANY BANKRUPTCY PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH ANY OBLIGATIONS RELATING TO THE NOTES OR THE INDENTURE.

THE HOLDER OF THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST IN THIS NOTE, BY THE ACQUISITION OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE NOTES AS INDEBTEDNESS OF CHASE BANK USA, NATIONAL ASSOCIATION FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON OR MEASURED BY INCOME.

(b) Transfer of the Class C(2008-3) Notes in an Exempt Transaction with a Class C(2008-3) Tax Opinion . If, at the time of any proposed Transfer of the Class C(2008-3) Notes in an Exempt Transaction, a Class C(2008-3) Tax Opinion is rendered, then such Transfer shall be made in compliance with the restrictions set forth in this subsection 3.02(b) (including the applicable legends to be set forth on the face of the Class C(2008-3) Note as provided in Exhibit A) (1) to a Person (A)(x) who the Issuing Entity reasonably believes is a QIB or (y) only in connection with an initial Transfer by the Bank of Class C(2008-3) Notes, who is an “Accredited Investor” as defined in Rule 501(a)(1)(2)(3) or (7) of Regulation D (“Regulation D”) under the Securities Act, and (B) that is aware that the resale or other transfer is being made in reliance on Rule 144A or (2) in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S (“Regulation S”) under the Securities Act. Each Eligible Purchaser who becomes a Holder of a Class C(2008-3) Note in connection with an Exempt Transaction, by its acceptance of such Class C(2008-3) Note, will, in the case of a global Registered Note, be deemed to have acknowledged, represented to and agreed with the Issuing Entity and the Bank (and in the case of a certificated Class C(2008-3) note will be required to provide a certificate acknowledging, representing to and agreeing with the Issuing Entity and the Bank) as follows:

(i) It understands and acknowledges that the Class C(2008-3) Notes may only be Transferred (A) in the United States to QIBs pursuant to Rule 144A, or (B) outside the United States pursuant to Regulation S.

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(ii) It understands that the Class C(2008-3) 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 C(2008-3) Notes, or any interest or participation therein, may not be Transferred unless registered pursuant to, or exempt from registration under, the Securities Act and any other applicable securities law.

(iii) It has had access to such financial and other information concerning the Issuing Entity, the Bank and the Class C(2008-3) Notes as it has deemed necessary in connection with its decision to purchase the Class C(2008-3) Notes.

(iv) It acknowledges that the Class C(2008-3) Notes will bear legends to the following effect unless the Issuing Entity determines otherwise, consistent with applicable law:

“THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT THIS NOTE, OR ANY INTEREST OR PARTICIPATION HEREIN, MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE PROVISIONS OF ANY STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH PROVISIONS AND ONLY (1) TO THE ISSUING ENTITY, (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, (3) IN THE CASE OF INITIAL TRANSFERS ONLY, PURSUANT TO SECTION 4(2) UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a)(1)(2)(3) or (7) OF REGULATION D (“REGULATION D”) UNDER THE SECURITIES ACT (AN “ACCREDITED INVESTOR”) PURCHASING FOR ITS OWN ACCOUNT OR AN ACCREDITED INVESTOR PURCHASING FOR THE ACCOUNT OF AN ACCREDITED INVESTOR, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 501(a)(1)(2)(3) or (7) OF REGULATION D OR (4) 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 PURSUANT TO CLAUSE (2) 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.

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THIS NOTE IS SUBJECT TO ADDITIONAL RESTRICTIONS ON RESALE OR TRANSFER SET FORTH IN THE CLASS C(2008-3) TERMS DOCUMENT (AS HEREINAFTER DEFINED).

PRIOR TO PURCHASING ANY NOTES, PURCHASERS SHOULD CONSULT COUNSEL WITH RESPECT TO THE AVAILABILITY AND CONDITIONS OF EXEMPTION FROM THE RESTRICTION ON RESALE OR TRANSFER. THE ISSUING ENTITY HAS NOT AGREED TO REGISTER THE NOTES UNDER THE SECURITIES ACT, TO QUALIFY THE NOTES UNDER THE SECURITIES LAWS OF ANY STATE OR TO PROVIDE REGISTRATION RIGHTS TO ANY PURCHASER.

AS SET FORTH HEREIN, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.”

(v) If it is acquiring any Class C(2008-3) Note, 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 acknowledgements, representations and agreements contained herein on behalf of each such account.

(vi) It (A)(x) is a QIB, (y) is aware that the sale to it is being made in reliance on Rule 144A and if it is acquiring such Class C(2008-3) Notes or any interest or participation therein for the account of another QIB, such QIB is aware that the sale is being made in reliance on Rule 144A and (z) is acquiring such Class C(2008-3) Notes or any interest or participation therein for its own account or for the account of a QIB, (B) in the case of initial Transfers only (x) is an Accredited Investor, (y) is aware that the sale to it is being made in reliance on Section 4(2) under the Securities Act and if it is acquiring such Class C(2008-3) Notes or any interest or participation therein for the account of another Accredited Investor, such Accredited Investor is aware that the sale is being made in reliance on Section 4(2) under the Securities Act and (z) is acquiring such Class C(2008-3) Notes or any interest or participation therein for its own account or for the account of an Accred