Exhibit 1.1B
CHASE ISSUANCE TRUST
CHASESERIES
CLASS C(2006-4) NOTES
TERMS AGREEMENT
Dated: November 21,
2006
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To:
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Chase Bank USA,
National Association (formerly known as Chase
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Manhattan Bank USA, National
Association, the “ Bank ”)
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Re:
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Underwriting
Agreement, dated November 21, 2006
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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 C(2006-4)
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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$ 335,000,000
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One-month LIBOR
plus 0.29% per annum
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100.0000
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%
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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 December 15, 2006.
Note Ratings
: “BBB” by
Standard & Poor’s Rating Services and Fitch, Inc.
and “Baa2” by Moody’s Investors Service,
Inc.
Indenture : The Second Amended and Restated Indenture,
dated as of March 14, 2006, 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.
1
Asset Pool One Supplement
: The Amended and Restated Asset
Pool One Supplement, dated as of October 15, 2004, and as
amended by the First Amendment thereto, dated as of May 10,
2005, and the Second Amendment thereto, dated February 1,
2006, 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 C(2006-4) Terms
Document, dated as of November 28, 2006, 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 Second
Amended and Restated Transfer and Servicing Agreement, dated as of
March 14, 2006, 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 Second
Amended and Restated Pooling and Servicing Agreement, dated as of
March 14, 2006, 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 Fourth
Amended and Restated Pooling and Servicing Agreement, dated as of
March 14, 2006, among the Bank, as Transferor and Servicer,
The Bank
