THIRD AMENDED AND RESTATED INDENTURE

Exhibit 4.1

CHASE ISSUANCE TRUST

as Issuing Entity

CLASS A(2009-3) TERMS DOCUMENT

dated as of May 21, 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(2009-3) TERMS DOCUMENT (this “Terms Document”), among 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 as collateral agent (the “Collateral Agent”), is made and entered into as of May 21, 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;

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(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(2009-3) 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.

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

“ Class A(2009-3) Adverse Event ” means the occurrence of any of the following: (a) an Early Amortization Event with respect to the Class A(2009-3) Notes, (b) an Event of Default and acceleration of the Class A(2009-3) Notes, (c) the Class A Usage of the Class B Required Subordinated Amount for the Class A(2009-3) Notes becomes greater than zero or (d) the Class A Usage of the Class C Required Subordinated Amount for the Class A(2009-3) Notes becomes greater than zero.

“ Class A(2009-3) Note ” means any Note, substantially in the form set forth in Exhibit A-1 to the Indenture Supplement, designated therein as a Class A(2009-3) Note and duly executed and authenticated in accordance with the Indenture.

“ Class A(2009-3) Noteholder ” means a Person in whose name a Class A(2009-3) Note is registered in the Note Register.

“ Class A(2009-3) Termination Date ” means the earliest to occur of (a) the Principal Payment Date on which the Outstanding Dollar Principal Amount of the Class A(2009-3) 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.

“ 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).

“ Controlled Accumulation Amount ” means $83,333,333.34; provided , however , if the Accumulation Period Length is determined to be less than twel