EXHIBIT 4.4(b)
FORM OF AMENDMENT
TO THE
AMENDED AND RESTATED POOLING AND
SERVICING AGREEMENT
AMENDMENT TO THE AMENDED AND
RESTATED POOLING AND SERVICING AGREEMENT, dated as of January
[ ], 2006 (this “ Amendment
”), by and between CHASE BANK USA, NATIONAL ASSOCIATION
(formerly known as Bank One, Delaware, National Association,
successor to First USA Bank, National Association, the “
Bank ”), a national banking association, as Transferor
and Servicer, and THE BANK OF NEW YORK (DELAWARE), a banking
corporation organized under the laws of the State of Delaware, as
trustee (the “ Trustee ”).
WHEREAS, the predecessors to the
Bank and the Trustee have heretofore executed and delivered a
Pooling and Servicing Agreement, dated as of September 1, 1992
(as amended, supplemented or otherwise modified, including by the
Merger and Assumption Agreement, dated as of September 17,
1999 among First USA Bank, National Association, FCC National Bank,
as the successor Transferor and the Servicer, and the Trustee, the
“ Original Pooling and Servicing Agreement ”),
for the issuance by the First USA Credit Card Master Trust (the
“ Trust ”) of Investor Certificates and the
Exchangeable Transferor Certificate;
WHEREAS, First USA Bank, National
Association, as predecessor to the Bank and the Trustee have
heretofore executed and delivered an Amended and Restated Pooling
and Servicing Agreement, dated as of March 28, 2002 (the
“ Agreement ”);
WHEREAS, subsection 13.01(a) of the
Agreement provides that the Servicer, the Transferor and the
Trustee, without the consent of any of the Certificateholders, may
amend the Agreement from time to time so long as the Trustee shall
have received (i) from each Rating Agency then rating the
Investor Certificates a written notification that the amendment
will not result in a reduction or withdrawal of the rating of any
outstanding Series or Class which it is then rating and
(ii) an Opinion of Counsel to the effect that such amendment
will not adversely affect in any material respect the interests of
the Investor Certificateholders;
WHEREAS, the Trustee has received
(i) from each Rating Agency a letter confirming the current
rating of each outstanding Series and Class and (ii) an
Opinion of Counsel to the effect that this Amendment will not
adversely affect in any material respect the interests of the
Investor Certificateholders; and
WHEREAS, all other conditions
precedent to the execution of this Amendment have been complied
with.
NOW, THEREFORE, pursuant to
subsection 13.01(a) of the Agreement, the Servicer, the Transferor
and the Trustee are executing and delivering this Amendment in
order to amend the provisions of the Agreement in the manner set
forth below.
Capitalized terms used but not
defined herein shall have the meanings assigned to them in the
Agreement.
1
SECTION 1. Amendment to
Section 3.05 .
Section 3.05 of the Agreement
shall be amended to read in its entirety as follows:
Section 3.05 Annual
Servicer’s Certificates
(a) Servicer Compliance
Statement . Within the earlier of 90 days after the end of each
fiscal year of the Servicer or such date as required by Regulation
AB, beginning after the end of fiscal year 2006, the Servicer will
deliver to the Trustee, any Enhancement Provider and each Rating
Agency, the statement of compliance required under Item 1123
of Regulation AB with respect to such fiscal year, which statement
shall be in the form of an Officer’s Certificate of the
Servicer to the effect that (a) a review of the activities of
the Servicer
