Exhibit 10.1
REASSIGNMENT NO. 14 OF RECEIVABLES,
dated as of February 3, 2009, by and between CHASE BANK USA,
NATIONAL ASSOCIATION, a national banking association organized
under the laws of the United States of America (the “
Bank ”), and BNY MELLON TRUST OF DELAWARE (formerly
known as BNYM (Delaware)), a banking corporation organized under
the laws of the State of Delaware, as Trustee (the “
Trustee ”) of the First USA Credit Card Master Trust
(the “ Trust ”), pursuant to the Pooling and
Servicing Agreement referred to below.
W I T N E S
S E T H:
WHEREAS, pursuant to the Third
Amended and Restated Pooling and Servicing Agreement, dated as of
December 19, 2007, by and between the Bank, as Transferor and
Servicer, and the Trustee (hereinafter as such agreement may have
been, or may from time to time be, amended, supplemented or
otherwise modified, the “Pooling and Servicing
Agreement”), and as indicated in the notice dated
January 27, 2009 from the Bank to the Trustee (the “
Notice ”), the Bank wishes to remove all Receivables
from certain designated Accounts of the Bank specified on Schedule
1 hereto (the “ Removed Accounts ”) and to cause
the Trustee, on behalf of the Trust, to reconvey hereby the
Receivables of such Removed Accounts, whether now existing or
hereafter created, from the Trust to the Bank (as each such term is
defined in the Pooling and Servicing Agreement), as more fully
described herein; and
WHEREAS, the Trustee, on behalf of
the Trust, is willing to accept such designation and to reconvey
the Receivables in the Removed Accounts subject to the terms and
conditions hereof.
NOW THEREFORE, the Bank and the
Trustee, on behalf of the Trust, hereby agree as
follows:
1. Defined Terms . All terms
defined in the Pooling and Servicing Agreement and used herein
shall have such defined meanings when used herein, unless otherwise
defined herein.
“ Removal Cut-Off Date
” shall mean, with respect to the Removed Accounts,
December 31, 2008.
“ Removal Date ”
shall mean, with respect to the Removed Accounts, February 3,
2009.
“ Removal Notice Date
” shall mean, with respect to the Removed Accounts designated
hereby, January 27, 2009 (which shall be a date on or prior to
the fifth Business Day prior to the Removal Date).
2. Designation of
Removed Accounts . The Bank shall deliver to the Trustee, not
later than five Business Days after the Removal Date, a true and
complete list (in the form of a computer file, microfiche list,
CD-ROM or such other form as is agreed upon between the Transferor
and the Trustee) of each VISA ® and MasterCard
®
account, which as of the Removal Date shall be
deemed to be a Removed Account, each such account being identified
by account number and by the aggregate amount of Receivables in
such account as of the close of business on the Removal Cut-Off
Date. Such list shall be marked as Schedule 1 to this Reassignment
and shall, as of the Removal Date, modify and amend and be
incorporated into and made a part of this Reassignment and the
Pooling and Servicing Agreement.
3. Conveyance of Receivables
. The Trustee, on behalf of the Trust, does hereby reconvey to the
Bank, without recourse on and after the Removal Date, all right,
title and interest of the Trust in and to the Receivables now
existing and hereafter created in the Removed Accounts, all monies
due or to become due with respect thereto (including all Finance
Charge Receivables) and all proceeds (as defined in the UCC as in
effect in the applicable jurisdiction) of such
Receivables.
4. Representations and Warranties
of the Bank . The Bank hereby represents and warrants to the
Trustee on behalf of the Trust as of the Removal Date:
(a) Legal, Valid and Binding
Obligation . This Reassignment constitutes a legal, valid and
binding obligation of the Bank enforceable against the Bank in
accordance with its terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect
affecting the enforcement of creditors’ rights in general and
the rights of creditors of national banking associations and except
as such enforceability may be limited by general principles of
equity (whether considered in a suit at law or in
equity).
(b) Selection Procedures . No
selection procedures believed by the Bank to be materially adverse
to the interests of the Certificateholders were utilized in
selecting the Removed Accounts to be removed from the Trust and
(I) a random selection procedure was used by the Bank in
selecting the Removed Accounts and only one such removal of
randomly selected Accounts shall occur in the then current Monthly
Period, (II) the Removed Accounts arose pursuant to an affinity,
private-label, agent-bank, co-branding or other arrangement with a
third party that has been cancelled by such third party or has
expired without renewal and which by its terms permits the third
party to repurchase the Accounts subject to such arrangement, upon
such cancellation or non-renewal and the third party has exercised
such repurchase right or (III) the Removed Accounts were selected
using another method that will not preclude transfers of
Receivables to the Trust from being accounted for as sales under
generally accepted accounting principles or prevent the Trust from
continuing to qualify as a qualifying special purpose entity in
accordance with SFAS 140.
5. Representations and Warranties
of the Trustee . Since the date of the transfe
