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Exhibit 1.1
CHASE ISSUANCE
TRUST
CHASESERIES
CLASS A(2008-3)
NOTES
TERMS AGREEMENT
(REOPEN)
Dated:
March 14, 2008
To: CHASE BANK USA, NATIONAL ASSOCIATION
(the “ Bank ”)
Re: Underwriting Agreement dated
January 31, 2008
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(2008-3)
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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$200,000,000
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One-month LIBOR plus 1.10% per annum |
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100.00% |
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
May 15, 2008.
Note Ratings : “AAA”
by Standard & Poor’s Rating Services and Fitch, Inc.
and “Aaa” by Moody’s Investors Service,
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(2008-3) Terms Document, dated as of March 17, 2008, between
Chase Issuance Trust, as Issuing Entity, and Wells Fargo Bank,
National Association, as Indenture Trustee and Collateral
Agent.
Supplemental Indenture : The
Additional Class A(2008-3) Notes Supplemental Indenture to the
Class A(2008-3) Terms Document, dated as of April 1, 2008,
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 Decembe
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