Exhibit 1.1(b)
CHASE ISSUANCE TRUST
CHASESERIES
CLASS A(2005-12) NOTES
TERMS AGREEMENT
Dated: December 13, 2005
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To:
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Chase Bank USA,
National Association (formerly known as Chase Manhattan Bank USA,
National Association, the “ Bank ”)
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Re:
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Underwriting
Agreement, dated as of December 13, 2005
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Series Designation:
CHASEseries
Underwriters
:
The Underwriters named on Schedule I
attached hereto are the “Underwriters” for the purpose
of this Agreement and for the purposes of the above referenced
Underwriting Agreement as such Underwriting Agreement is
incorporated herein and made a part hereof.
Terms of the Class A(2005-12)
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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$1,650,000,000
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One month LIBOR plus 0.01% per annum
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100.000%
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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 January 17, 2006.
Note Ratings : “AAA” by Standard &
Poor’s Rating Services and Fitch, Inc. and “Aaa”
by Moody’s Investors Service, Inc.
Indenture : The Amended and Restated Indenture, dated as
of October 15, 2004, between Chase Issuance Trust, by the
Bank, as Beneficiary, Wells Fargo Bank, National Association, as
Indenture Trustee and acknowledged and accepted by the Bank, as
Servicer.
Asset Pool One Supplement
: The Amended and Restated Asset
Pool One Supplement, dated as of October 15, 2004, as amended
by the First Amendment thereto, dated as of May 10, 2005,
between Chase Issuance Trust, by the Bank, as Beneficiary, and
Wells Fargo Bank, National Association, as Indenture Trustee and
Collateral Agent and acknowledged by the Bank, as Transferor,
Servicer and Administrator.
Indenture Supplement : The CHASEseries Indenture Supplement, dated as
of October 15, 2004, between Chase Issuance Trust, by the
Bank, as Beneficiary, and Wells Fargo Bank, National Association,
as Indenture Trustee and Collateral Agent.
Terms Document : The Class A(2005-12) Terms Document, dated as
of December 20, 2005, between Chase Issuance Trust, by the
Bank, as Beneficiary and Wells Fargo Bank, National Association, as
Indenture Trustee and Collateral Agent.
Transfer and Servicing Agreement
: The Amended and Restated Transfer
and Servicing Agreement, dated as of October 15, 2004, as
amended by the First Amendment thereto, dated as of May 10,
2005, between Chase Issuance Trust, by the Bank, as Beneficiary and
Wells Fargo Bank, National Association, as Indenture Trustee and
Collateral Agent.
First USA Pooling and Servicing
Agreement : The Amended
and Restated Pooling and Servicing Agreement, dated as of
March 28, 2002, as may be further amended, between the Bank,
as Transferor and Servicer, and The Bank of New York (Delaware), as
trustee (the “ 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 Master Trust
Trustee.
Chase Pooling and Servicing Agreement
. The Third Amended and Restated
Pooling and Servicing Agreement, dated as of November 15,
1999, as amended by the First Amendment thereto, dated as of
March 31, 2001, the Second Amendment thereto, dated as of
March 1, 2002, the Third Amendment thereto, dated
July 15, 2004, a
