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Exhibit 4.1
CHASE ISSUANCE
TRUST
as Issuing
Entity
CLASS A(2008-10) TERMS
DOCUMENT
dated as of June 13,
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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| ARTICLE I Definitions and Other
Provisions of General Application |
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| Section 1.01 |
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Definitions |
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1 |
| Section 1.02 |
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Governing Law |
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4 |
| Section 1.03 |
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Counterparts |
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4 |
| Section 1.04 |
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Ratification of Indenture and Indenture
Supplement |
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4 |
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| ARTICLE II The Class A(2008-10)
Notes |
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| Section 2.01 |
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Creation and Designation |
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5 |
| Section 2.02 |
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Specification of Required Subordinated Amount and Other
Terms |
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5 |
| Section 2.03 |
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Interest Payment |
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6 |
| Section 2.04 |
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Calculation Agent; Determination of LIBOR |
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6 |
| Section 2.05 |
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Payments of Interest and Principal |
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7 |
| Section 2.06 |
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Form
of Delivery of Class A(2008-10) Notes; Depository;
Denominations |
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7 |
| Section 2.07 |
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Delivery and Payment for the Class A(2008-10)
Notes |
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8 |
| Section 2.08 |
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Supplemental Indenture |
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8 |
THIS CLASS A(2008-10) 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 June 13, 2008.
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(2008-10) 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.
“ Calculation
Agent ” is defined in Section 2.04(a).
“ Class A(2008-10)
Adverse Event ” means the occurrence of any of the
following: (a) an Early Amortization Event with respect to the
Class A(2008-10) Notes, (b) an Event of Default and
acceleration of the Class A(2008-10) Notes, (c) the
Class A Usage of the Class B Required Subordinated Amount for
the Class A(2008-10) Notes becomes greater than zero or
(d) the Class A Usage of the Class C Required
Subordinated Amount for the Class A(2008-10) Notes becomes greater
than zero.
“ Class A(2008-10)
Note ” means any Note, substantially in the form set
forth in Exhibit A-1 to the Indenture Supplement, designated
therein as a Class A(2008-10) Note and duly executed and
authenticated in accordance with the Indenture.
“ Class A(2008-10)
Noteholder ” means a Person in whose name a Class
A(2008-10) Note is registered in the Note Register.
“ Class A(2008-10)
Termination Date ” means the earliest to occur of
(a) the Principal Payment Date on which the Outstanding Dollar
Principal Amount of the Class A(2008-10) 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 $104,166,666.67;
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 A(2008-10) Notes will be
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the amount specified in the definition
of “Controlled Accumulation Amount” in the Indenture
Supplement.
“ 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 $1,250,000,000.
“ 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 13, 2008.
“ Legal Maturity
Date ” means August 17, 2015.
“ 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) June 11, 2008
for the period from and including the Issuance Date through but
excluding July 15, 2008 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 Dol
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