Exhibit 4.1
CHASE BANK USA, NATIONAL
ASSOCIATION,
Transferor, Servicer and
Administrator
CHASE ISSUANCE TRUST,
Issuing Entity
and
WELLS FARGO BANK, NATIONAL
ASSOCIATION,
Indenture Trustee and Collateral
Agent
FIRST AMENDMENT TO THE
THIRD AMENDED AND
RESTATED
TRANSFER AND SERVICING
AGREEMENT
Dated as of May 8,
2009
This FIRST AMENDMENT TO THE THIRD
AMENDED AND RESTATED TRANSFER AND SERVICING AGREEMENT (this “
First Amendment ”) among CHASE BANK USA, NATIONAL
ASSOCIATION (the “ Bank ” or “ Chase
USA ”), a national banking association, as Transferor,
Servicer and Administrator, CHASE ISSUANCE TRUST, a statutory
business trust created under the laws of the State of Delaware, as
Issuing Entity and WELLS FARGO BANK, NATIONAL ASSOCIATION, a
national banking association, as Indenture Trustee and Collateral
Agent, is made and entered into as of May 8, 2009.
RECITALS
WHEREAS, the predecessor to Chase
USA, the Issuing Entity and Wells Fargo Bank, National Association,
as indenture trustee (the “ Indenture Trustee ”)
and collateral agent (the “ Collateral Agent ”)
have heretofore executed and delivered a Transfer and Servicing
Agreement, dated as of May 1, 2002 (as amended and
supplemented or otherwise modified through the date hereof,
including by the Assumption Agreement, dated as of October 1,
2004, by Chase USA, as successor Transferor, Servicer and
Administrator, in favor of and for the benefit of the Issuing
Entity, the Indenture Trustee and the Collateral Agent, the “
Original Transfer and Servicing Agreement
”);
WHEREAS, the parties hereto have
heretofore executed and delivered an Amended and Restated Transfer
and Servicing Agreement, dated as of October 15, 2004, as
amended by the First Amendment thereto, dated as of May 10,
2005, and a Second Amendment thereto, dated as of February 1,
2006 (as amended, supplemented or otherwise modified, the “
Amended and Restated Transfer and Servicing Agreement
”);
WHEREAS, the parties hereto have
heretofore executed and delivered a Second Amended and Restated
Transfer and Servicing Agreement, dated as of March 14, 2006
(as amended, supplemented or otherwise modified, the “
Second Amended and Restated Transfer and Servicing Agreement
”);
WHEREAS, the parties hereto have
heretofore executed and delivered a Third Amended and Restated
Transfer and Servicing Agreement, dated as of December 19,
2007 (as amended, supplemented or otherwise modified, the “
Third Amended and Restated Transfer and Servicing Agreement
”);
WHEREAS, the parties hereto desire
to amend the Third Amended and Restated Transfer and Servicing
Agreement as set forth below;
WHEREAS, subsection 12.01(a) of the
Third Amended and Restated Transfer and Servicing Agreement
provides that the Servicer, the Transferor, the Administrator and
the Issuing Entity may amend the Third Amended and Restated
Transfer and Servicing Agreement by a written instrument signed by
each of them, without the consent of the Indenture Trustee, any
Collateral
Agent or any of the Noteholders; provided that
(i) each Transferor shall have delivered to the Indenture
Trustee and the Owner Trustee an Officer’s Certificate, dated
the date of any such amendment, stating that such Transferor
reasonably believes that such amendment will not have an Adverse
Effect and (ii) the Note Rating Agency Condition shall have
been satisfied;
WHEREAS, the Indenture Trustee and
Owner Trustee have received from each Transferor an Officer’s
Certificate, dated the date hereof, stating that such Transferor
reasonably believes that such amendment will not have an Adverse
Effect and that the Note Rating Agency Co
