Exhibit 1.1
CHASE ISSUANCE TRUST
CHASESERIES
CLASS A(2009-3) NOTES
TERMS AGREEMENT
Dated: May 15, 2009
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To:
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CHASE BANK USA,
NATIONAL ASSOCIATION (the “ Bank ”)
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Re:
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Underwriting
Agreement dated May 4, 2009
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Series Designation:
CHASEseries
Underwriters
:
The Underwriters named on Schedule I
attached hereto are the “Underwriters” for the purpose
of this Terms Agreement (this “Agreement”) and for the
purposes of the above referenced Underwriting Agreement as such
Underwriting Agreement is incorporated herein in its entirety and
made a part hereof.
Terms of the Class A(2009-3)
Notes :
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Initial
Principal
Amount
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Interest
Rate or Formula
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Price to
Public
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$1,000,000,000
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2.40% per annum
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99.93631%
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Interest Payment
Dates :
The 15 th of each month or if that day is
not a Business Day, as defined in the Indenture, the next
succeeding Business Day, commencing June 15, 2009.
Note Ratings
: “AAA” by
Standard & Poor’s Rating Services and Fitch,
Inc.
Indenture : The Third Amended and Restated Indenture,
dated as of December 19, 2007, between Chase Issuance Trust,
as Issuing Entity, and Wells Fargo Bank, National Association, as
Indenture Trustee, and acknowledged and accepted by the Bank, as
Servicer.
Asset Pool One
Supplement : The Second
Amended and Restated Asset Pool One Supplement, dated as of
December 19, 2007, between Chase Issuance Trust, as Issuing
Entity, and Wells Fargo Bank, National Association, as Indenture
Trustee and Collateral Agent, and acknowledged and accepted by the
Bank, as Transferor, Servicer and Administrator.
Indenture Supplement : The Amended and Restated CHASEseries Indenture
Supplement, dated as of October 15, 2004, between Chase
Issuance Trust, as Issuing Entity, and Wells Fargo Bank, National
Association, as Indenture Trustee and Collateral Agent.
Terms Document
: The Class A(2009-3) Terms
Document, dated as of May 21, 2009, between Chase Issuance
Trust, as Issuing Entity, and Wells Fargo Bank, National
Association, as Indenture Trustee and Collateral Agent.
Transfer and Servicing
Agreement : The Third
Amended and Restated Transfer and Servicing Agreement, dated as of
December 19, 2007, among the Bank, as Transferor, Servicer and
Administrator, Chase Issuance Trust, as Issuing Entity, and Wells
Fargo Bank, National Association, as Indenture Trustee and
Collateral Agent.
First USA Pooling and Servicing
Agreement : The Third
Amended and Restated Pooling and Servicing Agreement, dated as of
December 19, 2007, between the Bank, as Transferor and
Servicer, and BNY Mellon Trust of Delaware, as trustee (the “
FUSA Master Trust Trustee ”).
First USA Series
Supplement : The Amended
and Restated Series 2002-CC Supplement, dated as of
October 15, 2004, between the Bank, as Transferor and
Servicer, and the FUSA Master Trust Trustee.
Chase Pooling and Servicing
Agreement : The Fifth
Amended and Restated Pooling and Servicing Agreement, dated as of
December 19, 2007, between the Bank, as Transferor and
Servicer and The Bank of New York Mellon, as Trustee for the Chase
Credit
