Exhibit 1.1A
CHASE ISSUANCE TRUST
CHASE BANK USA, NATIONAL
ASSOCIATION
(formerly known as Chase Manhattan Bank USA,
National Association)
(Transferor and Servicer)
UNDERWRITING AGREEMENT
(Standard Terms)
February 6, 2007
J.P. Morgan Securities
Inc.,
as an Underwriter and as
Representative
of the Underwriters named in the Terms
Agreement
270 Park Avenue, Floor 10
New York, New York 10017
Ladies and Gentlemen:
Chase Issuance Trust, a Delaware
statutory trust (the “Issuing Entity”), and Chase Bank
USA, National Association (formerly known as Chase Manhattan Bank
USA, National Association, the “Bank”), as transferor
and servicer (in such capacities, the “Transferor” and
the “Servicer”) and as beneficiary (in such capacity,
the “Beneficiary”) of the Issuing Entity, propose to
sell the notes of the series, classes and tranches designated in
the applicable Terms Agreement (as hereinafter defined) (the
“Notes”). The Notes will be issued pursuant to the
Second Amended and Restated Indenture, dated March 14, 2006,
and as supplemented by 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, and the
Second Amendment thereto, dated February 1, 2006, (the
“Asset Pool Supplement”), between the Issuing Entity
and Wells Fargo Bank, National Association, as indenture trustee
(the “Indenture Trustee”) and collateral agent (the
“Collateral Agent”), the Amended and Restated
CHASEseries Indenture Supplement, dated as of October 15,
2004, and a Terms Document having the date stated in the applicable
Terms Agreement (as so supplemented and as otherwise modified or
amended from time to time, the “Indenture”), between
the Issuing Entity and the Indenture Trustee. The Issuing Entity
will be operated pursuant to a Third Amended and Restated Trust
Agreement, dated as of March 14, 2006 (as may be further
amended from time to time, the “Trust Agreement”),
between the Bank, as Beneficiary, and Wilmington Trust Company, as
owner trustee (the “Owner Trustee”). The Notes will be
secured pursuant to the Asset Pool One Supplement by certain assets
of the Issuing Entity, including the Asset Pool One Receivables (as
defined in the Asset Pool One Supplement),
the FUSA Collateral Certificate, the Chase
Collateral Certificate, the FUSA Receivables and the Chase
Receivables (the Asset Pool One Receivables, the FUSA Receivables
and the Chase Receivables are collectively referred to herein as
the “Receivables”), as discussed below (collectively,
the “Collateral”).
The Bank transfers credit card
receivables to the First USA Credit Card Master Trust (the
“First USA Credit Card Master Trust”) pursuant to the
Second Amended and Restated Pooling and Servicing Agreement, dated
as of March 14, 2006, (as may be further amended from time to
time, the “FUSA Pooling and Servicing Agreement”), as
supplemented by the applicable Series Supplement (the “FUSA
Series Supplement”; references herein to the FUSA Pooling and
Servicing Agreement shall mean, unless otherwise specified, the
FUSA Pooling and Servicing Agreement as supplemented by the FUSA
Series Supplement), having the date stated in the applicable Terms
Agreement, among the Bank, as transferor (in such capacity, the
“FUSA Transferor”) and as servicer (in such capacity,
the “FUSA Servicer”), and The Bank of New York
(Delaware), as trustee (in such capacity, the “First USA
Master Trust Trustee”).
The assets of the First USA Credit
Card Master Trust include, among other things, receivables (the
“FUSA Receivables”) arising under certain revolving
credit card accounts (the “FUSA Accounts”). Pursuant to
the FUSA Pooling and Servicing Agreement and the Second Amended and
Restated Transfer and Servicing Agreement, among the Bank, as FUSA
Transferor, FUSA Servicer and FUSA Administrator, the Issuing
Entity, and the Indenture Trustee and the Collateral Agent, dated
as of March 14, 2006 (the “Transfer and Servicing
Agreement”), the Bank has caused the First USA Credit Card
Master Trust to issue to the Issuing Entity a collateral
certificate (the “FUSA Collateral Certificate”). The
FUSA Collateral Certificate is an investor certificate under the
FUSA Pooling and Servicing Agreement that represents undivided
interests in certain assets of the First USA Credit Card Master
Trust.
The Bank transfers credit card
receivables to the Chase Credit Card Master Trust (the “Chase
Credit Card Master Trust”) pursuant to the Fourth Amended and
Restated Pooling and Servicing Agreement, dated as of
March 14, 2006, among the Bank, as transferor (in such
capacity, the “Chase Transferor”) and as servicer (in
such capacity, the “Chase Servicer”), The Bank of New
York, as trustee (in such capacity, the “Chase Master Trust
Trustee”), and JPMorgan Chase Bank, National Association, as
paying agent (as may be further amended from time to time, the
“Chase Pooling and Servicing Agreement”), as
supplemented by the applicable Series Supplement (the “Chase
Series Supplement”; references herein to the Chase Pooling
and Servicing Agreement shall mean, unless otherwise specified, the
Chase Pooling and Servicing Agreement as supplemented by the Chase
Series Supplement), having the date stated in the applicable Terms
Agreement, among the Bank, as the Chase Transferor and as the Chase
Servicer, and the Chase Master Trust Trustee.
The assets of the Chase Credit Card
Master Trust include, among other things, receivables (the
“Chase Receivables”) arising under certain revolving
credit card accounts (the “Chase Accounts”). Pursuant
to the Chase Pooling and Servicing Agreement and the Transfer and
Servicing Agreement, the Bank has caused the Chase Credit Card
Master Trust to issue to the Issuing Entity a collateral
certificate (the “Chase Collateral Certificate”). The
Chase Collateral Certificate is an investor certificate under the
Chase Pooling and Servicing Agreement that represents undivided
interests in certain assets of the Chase Credit Card Master Trust.
Upon execution of the Transfer and Servicing Agreement, the Bank
shall transfer the Chase Receivables to the Issuing
Entity.
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The Notes designated in the
applicable Terms Agreement will be sold in a public offering by the
Issuing Entity through J.P. Morgan Securities Inc., as the
representative of the underwriters listed on Schedule I to the
applicable Terms Agreement (any underwriter through which Notes are
sold shall be referred to herein as an “Underwriter”
or, collectively, all such Underwriters may be referred to as the
“Underwriters;” each representative thereof may be
referred to herein together as “Representative,” which,
if the context herein does require, shall include J.P. Morgan
Securities Inc. in its capacity as Underwriter of any Notes or as
Representative). Notes sold to the Underwriters for which J.P.
Morgan Securities Inc. is the Representative shall be sold pursuant
to a Terms Agreement by and between the Bank, the Trust and the
Representative, a form of which is attached hereto as Exhibit A (a
“Terms Agreement”), which incorporates by reference
this Underwriting Agreement (the “Agreement,” which may
include the applicable Terms Agreement if the context so requires).
Any Notes sold pursuant to any Terms Agreement may include the
benefits of a reserve account, letter of credit, surety bond, cash
collateral account, cash collateral guaranty, collateral interest,
interest rate swap, spread account or other contract or agreement
for the benefit of the Noteholders of such Series (“Credit
Enhancement”). The term “applicable Terms
Agreement” means the Terms Agreement dated the date hereof.
To the extent not defined herein, capitalized terms used herein
have the meanings assigned to such terms in the Indenture, the FUSA
Pooling and Servicing Agreement or the Chase Pooling and Servicing
Agreement. Unless otherwise stated herein or in the applicable
Terms Agreement, as the context otherwise requires or if such term
is otherwise defined in the Indenture, the FUSA Pooling and
Servicing Agreement or the Chase Pooling and Servicing Agreement,
each capitalized term used or defined herein or in the applicable
Terms Agreement shall relate only to the Notes designated in the
applicable Terms Agreement and no other Series, Class or Tranche of
Notes issued by the Issuing Entity.
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1.
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Registration
Statement . The Bank has
prepared and filed with the Securities and Exchange Commission (the
“Commission”) in accordance with the provisions of the
Securities Act of 1933, as amended, and the rules and regulations
of the Commission thereunder (collectively, the “Act”),
a shelf registration statement on Form S-3 (having the registration
number stated in the applicable Terms Agreement), including a form
of prospectus, relating to the Notes, the FUSA Collateral
Certificate and the Chase Collateral Certificate. The registration
statement as amended has been declared effective by the Commission.
If any post-effective amendment has been filed with respect
thereto, prior to the execution and delivery of the applicable
Terms Agreement, the most recent such amendment has been declared
effective by the Commission. Such registration statement, as
amended at the time of effectiveness, including all material
incorporated by reference therein and including all information (if
any) deemed to be part of the registration statement at the time of
effectiveness pursuant to Rule 430B under the Act, is referred to
in this Agreement as the “Registration Statement.” The
Bank also has filed with, or proposes to file with, the Commission
pursuant to Rule 424(b) (“Rule 424(b)”) under the Act a
prospectus supplement specifically relating to the Notes designated
in the applicable Terms Agreement (the “Prospectus
Supplement”). The related prospectus covering the Notes
designated in the applicable Terms Agreement in the form first
required to be filed to satisfy the condition set forth in Rule
172(c) under the Act is
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hereinafter referred to as the
“Basic Prospectus”, and the Basic Prospectus as
supplemented by the Prospectus Supplement required to be filed to
satisfy the condition set forth in Rule 172(c) under the Act is
hereinafter referred to as the “Prospectus.” Any
reference in this Agreement to the Registration Statement, any
preliminary prospectus used in connection with the offering of the
Notes designated by the applicable Terms Agreement (the
“Preliminary Prospectus”) or the Prospectus shall be
deemed to refer to and include any exhibits thereto and the
documents incorporated by reference therein pursuant to
Item 12 of Form S-3 under the Act, as of the effective date of
the Registration Statement or the date of such Preliminary
Prospectus or Prospectus, as the case may be, and any reference to
“amend,” “amendment” or
“supplement” with respect to the Registration
Statement, any Preliminary Prospectus or the Prospectus shall be
deemed to refer to and include any documents filed as of the
Closing Date (as defined below) under the Securities Exchange Act
of 1934, as amended, and the rules and regulations of the
Commission thereunder (collectively, the “Exchange
Act”) that are deemed to be incorporated by reference
therein.
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At or prior to the time when sales
to investors (including, without limitation, contracts of sale) of
the Notes designated by the applicable Terms Agreement were first
made (the “Time of Sale”), the Bank had prepared the
information (including any “free-writing prospectus,”
as defined pursuant to Rule 405 under the Act (a “Free
Writing Prospectus”)) listed on Annex I to the applicable
Terms Agreement (collectively, the “Time of Sale
Information”).
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2.
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Purchase of
the Notes Offered by the Applicable Terms Agreement by the
Underwriters .
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(a) Upon the execution of the
applicable Terms Agreement, the Bank agrees with the Underwriters
as follows:
(i) Subject to the terms and
conditions herein set forth and in the applicable Terms Agreement,
the Bank agrees to cause the Issuing Entity to sell and deliver the
Notes to the several Underwriters as hereinafter provided, and each
Underwriter, upon the basis of the representations, warranties and
agreements herein contained, but subject to the conditions
hereinafter stated, agrees to purchase, severally and not jointly,
from the Issuing Entity the respective principal amount of the
Notes set forth opposite such Underwriter’s name in the
applicable Terms Agreement. The Notes are to be purchased by the
Underwriters at the purchase price(s) set forth in such Terms
Agreement. The Issuing Entity will not be obligated to deliver any
Notes except upon payment for all of the Notes to be purchased as
provided in the applicable Terms Agreement.
(ii) The Bank understands that the
Underwriters intend (x) to make a public offering of their
respective portions of the Notes as soon after the Registration
Statement and this Agreement and the applicable Terms Agreement
have become effective as in the judgment of the Representative is
advisable and (y) initially to offer the Notes upon the terms
set forth in the Prospectus. The Bank acknowledges and agrees that
the Underwriters may offer and sell the Notes to or through any
affiliate of an Underwriter and that any such affiliate may offer
and sell any Notes purchased by it to or through any
Underwriter.
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(iii) Unless otherwise provided in
the applicable Terms Agreement, payment for the Notes shall be made
to the Bank or to its order by wire transfer of same day funds at
10:00 A.M., New York City time, on the Closing Date (as hereinafter
defined), or at such other time on the same or such other date, not
later than the fifth Business Day thereafter, as the Representative
and the Bank may agree upon in writing. The time and date of such
payment for the Notes are referred to herein as the “Closing
Date.” As used herein, the term “Business Day”
means any day other than a day on which banks are permitted or
required to be closed in New York City.
(iv) Unless otherwise provided in
the applicable Terms Agreement, payment for the Notes shall be made
against delivery to the Representative for the respective accounts
of the several Underwriters of the Notes registered in the name of
Cede & Co. as nominee of The Depository Trust Company and
in such denominations as the Representative shall request in
writing not later than two full Business Days prior to the Closing
Date, with any transfer taxes payable in connection with the
transfer to the Underwriters of the Notes duly paid by the Bank.
The Notes will be made available for inspection and packaging by
the Representative at the office of Skadden, Arps, Slate,
Meagher & Flom LLP not later than 1:00 P.M., New York City
time, on the Business Day prior to the Closing Date.
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3.
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Representations and Warranties of the
Bank . Upon the execution
of the applicable Terms Agreement, the Bank represents and warrants
to each Underwriter that:
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(a) Registration Statement and
Prospectus . The Registration Statement has been declared
effective by the Commission under the Act; no stop order suspending
the effectiveness of the Registration Statement has been issued by
the Commission and no proceeding for that purpose has been
instituted or, to the knowledge of the Bank, threatened by the
Commission, and the Registration Statement and the Prospectus and
any amendment thereto, at the time the Registration Statement
became effective complied, and as of the date of the Prospectus
Supplement will comply, in all material respects with the Act and
the Registration Statement did not at the time the Registration
Statement became effective and will not on the Closing Date contain
any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order
to make the statements therein, in the light of the circumstances
under which they were made, not misleading; and as of the date of
the Prospectus and any amendment or supplement thereto and on the
date of the applicable Terms Agreement, the Prospectus will not
contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order
to make the statements therein, in the light of the circumstances
under which they were made, not misleading ; provided , that
the Bank makes no representation and warranty with respect to any
statements or omissions made in reliance upon and in conformity
with information relating to any Underwriter furnished to the Bank
in writing by such Underwriter through the Representative expressly
for use in the Registration Statement and the Prospectus and any
amendment or supplement thereto; and the conditions to the use by
the Bank of a registration statement on Form S-3 under the Act, as
set forth in the General Instructions to Form S-3, have been
satisfied with respect to the Registration Statement and the
Prospectus;
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(b) Time of Sale Information
. The Time of Sale Information, at the Time of Sale did not, and at
the Closing Date will not, contain any untrue statement of a
material fact or omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances
under which they were made, not misleading (it being understood
that no representation or warranty is made with respect to the
omission of pricing and price-dependent information, which
information, shall of necessity appear only in the final
Prospectus); provided that the Bank makes no representation
and warranty with respect to any statements or omissions made in
reliance upon and in conformity with information relating to any
Underwriter furnished to the Bank in writing by such Underwriter
through the Representative expressly for use in such Time of Sale
Information;
(c) Issuer Free Writing
Prospectuses . Other than the Preliminary Prospectus and the
Prospectus, the Bank (including its agents and representatives
other than the Underwriters in their capacity as such) has not
made, used, prepared, authorized, approved or referred to and will
not prepare, make, use, authorize, approve or refer to any
“written communication” (as defined in Rule 405 under
the Act) that constitutes an offer to sell or solicitation of an
offer to buy the Notes other than the documents, if any, listed on
Annex II to the applicable Terms Agreement and other written
communication approved in writing in advance by the Representative.
Pursuant to Rule 433 under the Act, an “Issuer Free Writing
Prospectus” shall mean a free writing prospectus prepared by
or on behalf of the Issuing Entity or used or referred to by the
Issuing Entity and, in the case of an asset-backed issuer, prepared
by or on behalf of a depositor, sponsor, or servicer (as defined in
Item 1101 of Regulation AB) or affiliated depositor or used or
referred to by any such person. Each such Issuer Free Writing
Prospectus complied in all material respects with the Act, has been
filed to the extent required by Rule 433(d) under the Act and, when
taken together with the Preliminary Prospectus, such Issuer Free
Writing Prospectus did not at the Time of Sale, and at the Closing
Date will not, include any information that conflicted, conflicts
or will conflict with the information then contained in the
Registration Statement or the Prospectus, and did not at the Time
of Sale, and at the Closing Date will not, contain any untrue
statements of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading;
provided that the Bank makes no representation and warranty
with respect to any statements or omissions made in reliance upon
and in conformity with information relating to any Underwriter
furnished to the Bank in writing by such Underwriter through the
Representatives expressly for use in any Issuer Free Writing
Prospectus;
(d) Representations and
Warranties in the Pooling and Servicing Agreements . As of the
Closing Date, the representations and warranties of the Bank, as
Transferor and Servicer, in the FUSA Pooling and Servicing
Agreement, the Chase Pooling and Servicing Agreement and the
Transfer and Servicing Agreement will be true and correct in all
material respects;
(e) Organization and Good Standing.
The Bank has been duly organized and is validly existing as a
national banking association in good standing under the laws of the
United States, with power and authority (corporate and other) to
own its properties and
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conduct its business as described in
the Prospectus and to execute, deliver and perform this Agreement
and the applicable Terms Agreement and to authorize the sale of the
Notes, and to consummate the transactions contemplated by this
Agreement and the applicable Terms Agreement and to consummate the
transactions contemplated by this Agreement and the applicable
Terns Agreement and has been duly qualified as a foreign
corporation for the transaction of business and is in good standing
under the laws of each other jurisdiction in which it owns or
leases properties, or conducts any business, so as to require such
qualification, other than where the failure to be so qualified or
in good standing would not have a material adverse effect on the
Bank and its subsidiaries, taken as a whole;
(f) Due Authorization .
(i) The FUSA Collateral Certificate has been duly authorized,
and when executed, issued and delivered pursuant to the FUSA
Pooling and Servicing Agreement, duly authenticated by the First
USA Master Trust Trustee and delivered by the Bank, as Beneficiary,
to the Owner Trustee on behalf of the Issuing Entity pursuant to
the Trust Agreement, will be duly and validly executed,
authenticated, issued and delivered and entitled to the benefits
provided by the FUSA Pooling and Servicing Agreement. Each increase
in the Invested Amount of the FUSA Collateral Certificate will have
been authorized and effected in accordance with the FUSA Pooling
and Servicing Agreement; each of the FUSA Pooling and Servicing
Agreement, this Agreement and the applicable Terms Agreement have
been duly authorized by the Bank, and, when executed and delivered
by the Bank, as Transferor and Servicer, and the First USA Master
Trust Trustee (in the case of the FUSA Pooling and Servicing
Agreement), each of the FUSA Pooling and Servicing Agreement, this
Agreement and the applicable Terms Agreement will constitute a
valid and binding agreement of the Bank; and the FUSA Collateral
Certificate and the FUSA Pooling and Servicing Agreement conform to
the descriptions thereof in the Prospectus in all material
respects; and (ii) the Chase Collateral Certificate has been
duly authorized, and when executed, issued and delivered pursuant
to the Chase Pooling and Servicing Agreement, duly authenticated by
the Chase Master Trust Trustee and delivered by the Bank to the
Issuing Entity pursuant to the Transfer and Servicing Agreement,
will be duly and validly executed, authenticated, issued and
delivered and entitled to the benefits provided by the Chase
Pooling and Servicing Agreement. Each increase in the Invested
Amount of the Chase Collateral Certificate will have been
authorized and effected in accordance with the Chase Pooling and
Servicing Agreement; each of the Chase Pooling and Servicing
Agreement, this Agreement and the applicable Terms Agreement have
been duly authorized by the Bank, and, when executed and delivered
by the Bank, as Transferor and Servicer, and the Chase Master Trust
Trustee (in the case of the Chase Pooling and Servicing Agreement),
each of the Chase Pooling and Servicing Agreement, this Agreement
and the applicable Terms Agreement will constitute a valid and
binding agreement of the Bank; and the Chase Collateral Certificate
and the Chase Pooling and Servicing Agreement conform to the
descriptions thereof in the Prospectus in all material
respects;
(g) No Consents . No consent,
approval, authorization or order of, or filing with, any court or
governmental agency or governmental body is required to be obtained
or made by the Bank for the consummation of the transactions
contemplated by this Agreement, the applicable Terms Agreement, the
FUSA Pooling and Servicing Agreement or the
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Chase Pooling and Servicing
Agreement, except such as have been obtained and made under the
Act, such as may be required under state securities laws and with
respect to the filing of any financing statements required to
perfect the First USA Credit Card Master Trust’s or the Chase
Credit Card Master Trust’s interest in the Receivables or the
Indenture Trustee’s or Collateral Agent’s interest in
the Collateral;
(h) No Violation or Default .
Other than as set forth or contemplated in the Preliminary
Prospectus, the Bank is not (x) in violation of its
organizational documents, (y) in default in its performance or
observance of any obligation, agreement, covenant or condition
contained in any agreement or instrument to which it is a party or
by which it or its properties are bound or (z) in violation of
any statute, rule, regulation or order of any governmental agency
or body or any court having jurisdiction over the Bank, or any of
its properties, which, in the case of clauses (y) and
(z) above, would have a material adverse effect on the
transactions contemplated herein or in the FUSA Pooling and
Servicing Agreement or the Chase Pooling and Servicing
Agreement;
(i) No Conflicts . The
execution, delivery and performance by the Bank of this Agreement,
the applicable Terms Agreement, the FUSA Pooling and Servicing
Agreement and the Chase Pooling and Servicing Agreement and
compliance with the terms and provisions thereof will not conflict
with or result in a material breach or violation of any of the
terms and provisions of, or constitute a material default under,
any statute, rule, regulation or order of any governmental agency
or body or any court having jurisdiction over the Bank, or any of
its properties or any agreement or instrument to which the Bank is
a party or by which the Bank is bound or to which any of the
properties of the Bank is subject, or the organizational documents
of the Bank and the Bank has full power and authority to enter into
this Agreement, the applicable Terms Agreement, the FUSA Pooling
and Servicing Agreement and the Chase Pooling and Servicing
Agreement;
(j) Legal Proceedings . Other
than as set forth or contemplated in the Preliminary Prospectus,
there are no legal, governmental or regulatory proceedings pending
or, to the knowledge of the Bank, threatened to which any of the
Bank or its subsidiaries is or may be a party or to which any
property of the Bank or its subsidiaries is or may be the subject
which, if determined adversely to the Bank, could individually or
in the aggregate reasonably be expected to have a material adverse
effect on (i) the general affairs, business, prospects,
management, financial position, stockholders’ equity or
results of operations of the Bank and its subsidiaries, as
applicable, taken as a whole or (ii) the interests of the
holders of the Notes; and there are no contracts or other documents
of a character required to be filed as an exhibit to the
Registration Statement or required to be described in the
Registration Statement or the Prospectus which are not filed or
described as required;
(k) Underwriting Agreement .
This Agreement has been duly authorized, executed and delivered by
the Bank and when executed and delivered by the Bank, each of this
Agreement and the applicable Terms Agreement will constitute a
valid and binding agreement of the Bank; and
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(l) Ineligible Issuer . The
Bank, on the date on which the first bona fide offer of the Notes
sold pursuant to the applicable Terms Document is made will not be,
an “ineligible issuer,” as defined in Rule 405 under
the Act.
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4.
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Representations and Warranties of the Issuing
Entity . Upon the
execution of the applicable Terms Agreement, the Issuing Entity
represents and warrants to each Underwriter that:
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(a) Registration Statement and
Prospectus . The Registration Statement has been declared
effective by the Commission under the Act; no stop order suspending
the effectiveness of the Registration Statement has been issued by
the Commission and no proceeding for that purpose has been
instituted or, to the knowledge of the Issuing Entity, threatened
by the Commission, and the Registration Statement and the
Prospectus and any amendment thereto, at the time the Registration
Statement became effective complied, and as of the date of the
Prospectus Supplement will comply, in all material respects with
the Act and the Registration Statement did not at the time the
Registration Statement became effective and will not on the Closing
Date contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary
in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and as of
the date of the Prospectus and any amendment or supplement thereto
and on the date of the applicable Terms Agreement, the Prospectus
will not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;
provided , that the Issuing Entity makes no representation
and warranty with respect to any statements or omissions made in
reliance upon and in conformity with information relating to any
Underwriter furnished to the Issuing Entity in writing by such
Underwriter through the Representative expressly for use in the
Registration Statement and the Prospectus and any amendment or
supplement thereto; and the conditions to the use by the Bank of a
registration statement on Form S-3 under the Act, as set forth in
the General Instructions to Form S-3, have been satisfied with
respect to the Registration Statement and the
Prospectus;
(b) Time of Sale Information
. The Time of Sale Information, at the Time of Sale did not, and at
the Closing Date will not, contain any untrue statement of a
material fact or omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances
under which they were made, not misleading (it being understood
that no representation or warranty is made with respect to the
omission of pricing and price-dependent information, which
information, shall of necessity appear only in the final
Prospectus); provided that the Issuing Entity makes no
representation and warranty with respect to any statements or
omissions made in reliance upon and in conformity with information
relating to any Underwriter furnished to the Issuing Entity in
writing by such Underwriter through the Representative expressly
for use in such Time of Sale Information;
(c) Issuer Free Writing
Prospectuses . Other than the Preliminary Prospectus and the
Prospectus, the Issuing Entity (including its agents and
representatives other than the
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Underwriters in their capacity as
such) has not made, used, prepared, authorized, approved or
referred to and will not prepare, make, use, authorize, approve or
refer to any “written communication” (as defined in
Rule 405 under the Act) that constitutes an offer to sell or
solicitation of an offer to buy the Notes other than the documents,
if any, listed on Annex II to the applicable Terms Agreement and
other written communication approved in writing in advance by the
Representative. Each such Issuer Free Writing Prospectus complied
in all material respects with the Act, has been filed to the extent
required by Rule 433(d) under the Act and, when taken together with
the Preliminary Prospectus, such Issuing Entity Writing Prospectus
did not at the Time of Sale, and at the Closing Date will not,
include any information that conflicted, conflicts or will conflict
with the information then contained in the Registration Statement
or the Prospectus, and did not at the Time of Sale, and at the
Closing Date will not, contain any untrue statements of a material
fact or omit to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under
which they were made, not misleading; provided that the
Issuing Entity makes no representation and warranty with respect to
any statements or omissions made in reliance upon and in conformity
with information relating to any Underwriter furnished to the
Issuing Entity in writing by such Underwriter through the
Representatives expressly for use in any Issuer Free Writing
Prospectus;
(d) Representations and
Warranties in the Indenture . As of the Closing Date, the
representations and warranties of the Issuing Entity in the
Indenture will be true and correct in all material
respects;
(e) Organization and Good
Standing . The Issuing Entity has been duly formed and is
validly existing as a statutory trust in good standing under the
laws of the State of Delaware, with power and authority to own its
properties and conduct its business as described in the Prospectus
and to execute, deliver and perform the Indenture, and to authorize
the issuance of the Notes, and to consummate the transactions
contemplated by the Indenture;
(f) Due Authorization . As of
the Closing Date, the Notes have been duly authorized, and, when
executed, issued and delivered pursuant to the Indenture, duly
authenticated by the Indenture Trustee and paid for by the
Underwriters in accordance with this Agreement and the applicable
Terms Agreement, will be duly and validly executed, authenticated,
issued and delivered and entitled to the benefits provided by the
Indenture; the Indenture has been duly authorized by the Issuing
Entity and, when executed and delivered by the Issuing Entity and
the Indenture Trustee (in the case of the Indenture), each of the
Indenture, this Agreement and the applicable Terms Agreement will
constitute a valid and binding agreement of the Issuing Entity; and
the Notes and the Indenture conform to the descriptions thereof in
the Prospectus in all material respects;
(g) No Consents . No consent,
approval, authorization or order of, or filing with, any court or
governmental agency or governmental body is required to be obtained
or made by the Issuing Entity for the consummation of the
transactions contemplated by this Agreement, the applicable Terms
Agreement or the Indenture, except such as have been obtained and
made under the Act, such as may be required under state securities
laws and
10
with respect to the filing of any
financing statements required to perfect the First USA Credit Card
Master Trust’s or the Chase Credit Card Master Trust’s
interest in the Receivables or the Collateral Agent’s
interest in the Collateral;
(h) No Violation or Default .
The Issuing Entity is not (x) in violation of its
organizational documents, (y) in default in its respective
performance or observance of any obligation, agreement, covenant or
condition contained in any agreement or instrument to which it is a
party or by which it or its properties are bound or (z) in
violation of any statute, rule, regulation or order of any
governmental agency or body or any court having jurisdiction over
the Issuing Entity, or any of its properties which, in the case of
clauses (y) and (z) above, would have a material adverse
effect on the transactions contemplated herein or in the
Indenture;
(i) No Conflicts . The
execution, delivery and performance of this Agreement, the
applicable Terms Agreement, the Indenture and the issuance and
delivery of the FUSA Collateral Certificat
