Exhibit 10.1
REASSIGNMENT NO. 15 OF RECEIVABLES,
dated as of May 1, 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, 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
April 24, 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,
March 31, 2009.
“ Removal Date ”
shall mean, with respect to the Removed Accounts, May 1,
2009.
“ Removal Notice Date
” shall mean, with respect to the Removed Accounts designated
hereby, April 24, 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
affecti
