Class A (2004-1) Terms Document dated as of February 20, 2004


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 Exhibit 4.01 
  

  
 BANK ONE ISSUANCE TRUST 
 as Issuer 
  

CLASS A(2004-1) TERMS DOCUMENT 
 dated
as of February 20, 2004 
  
 to 
  
 ONESERIES INDENTURE SUPPLEMENT 
 dated as of May 1, 2002 
  
 to 
  
 INDENTURE 
  
 dated as of May 1, 2002 
  
 WELLS FARGO BANK, NATIONAL
ASSOCIATION 
 as Indenture Trustee and Collateral Agent 
  







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 THIS CLASS A(2004-1) TERMS DOCUMENT (this “Terms Document”), by and between BANK ONE
ISSUANCE TRUST, a statutory trust created under the laws of the State of Delaware (the “Issuer”), having its principal office at c/o Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware 19890-1600, and WELLS
FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as indenture trustee (the “Indenture Trustee”) and collateral agent (the “Collateral Agent”), is made and entered into as of February 20, 2004. 

 
 Pursuant to this Terms Document, the Issuer and the Indenture Trustee
shall create a new Tranche of ONEseries Class A Notes and shall specify the principal terms thereof. 
  
 ARTICLE I 
  
 Definitions and Other Provisions of General Application 
  
 Section I.1 
Definitions. For all purposes of this Terms Document, except as otherwise expressly provided or unless the context otherwise requires: 
  
 (1) the terms defined in this Article have the meanings assigned to them in this Article, and include the
plural as well as the singular; 
  
 (2) all other
terms used herein which are defined in the Indenture Supplement, the Indenture or the Asset Pool Supplement, either directly or by reference therein, have the meanings assigned to them therein; 
  
 (3) all accounting terms not otherwise defined herein have
the meanings assigned to them in accordance with generally accepted accounting principles and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or
permitted hereunder means such accounting principles as are generally accepted in the United States of America at the date of such computation; 
  
 (4) all references in this Terms Document to designated “Articles,” “Sections” and other subdivisions are to the
designated Articles, Sections and other subdivisions of this Terms Document as originally executed; 
  
 (5) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Terms
Document as a whole and not to any particular Article, Section or other subdivision; 
  






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 (6) in the event that any term or provision contained herein shall conflict with or be
inconsistent with any term or provision contained in the Indenture Supplement, the Indenture or the Asset Pool Supplement, the terms and provisions of this Terms Document shall be controlling; 
  
 (7) each capitalized term defined herein shall relate only
to the Class A(2004-1) Notes and no other Tranche of ONEseries Notes issued by the Issuer; and 
  
 (8) “including” and words of similar import will be deemed to be followed by “without limitation.” 
  
 “Asset Pool Supplement” means the Asset Pool One Supplement
to the Indenture, dated as of May 1, 2002 among the Issuer, the Indenture Trustee and the Collateral Agent, as amended, supplemented, restated or otherwise modified from time to time. 
  
 “Base Rate” has the meaning specified in the Indenture Supplement. 
  
 “BDL” means Banque de Luxembourg. 
  
 “Class A(2004-1) Adverse Event” means the occurrence of any
of the following: (a) an Early Amortization Event with respect to the Class A(2004-1) Notes, (b) an Event of Default and acceleration of the Class A(2004-1) Notes, (c) the Class A Usage of the Class B Required Subordinated Amount for the Class
A(2004-1) Notes becomes greater than zero or (d) the Class A Usage of the Class C Required Subordinated Amount for the Class A(2004-1) Notes becomes greater than zero. 
  
 “Class A(2004-1) Note” means any Note, substantially in the form set forth in Exhibit A-1 to the Indenture
Supplement, designated therein as a Class A(2004-1) Note and duly executed and authenticated in accordance with the Indenture. 
  
 “Class A(2004-1) Noteholder” means a Person in whose name a Class A(2004-1) Note is registered in the Note Register. 
  
 “Class A(2004-1) Termination Date” means the earliest to
occur of (a) the Principal Payment Date on which the Outstanding Dollar Principal Amount of the Class A(2004-1) Notes is paid in full, (b) the Legal Maturity Date and (c) the date on which the Indenture is discharged and satisfied pursuant to
Article V thereof. 
  
 “Class A Required Subordinated
Amount of Class B Notes” is defined in Section 2.2(a). 
  

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 “Class A Required Subordinated Amount of Class C Notes” is defined in Section 2.2(b).

  
 “Controlled Accumulation Amount” means
$54,166,667; provided, however, if the Accumulation Period Length is determined to be less than twelve months pursuant to Section 3.12(b)(ii) of the Indenture Supplement, the Controlled Accumulation Amount for any Note Transfer Date
with respect to the Class A(2004-1) Notes will be the amount specified in the definition of “Controlled Accumulation Amount” in the Indenture Supplement. 
  
 “Excess Spread Percentage” has the meaning specified in the Indenture Supplement. 
  
 “Indenture” means the Indenture, dated as of May 1, 2002,
between the Issuer and the Indenture Trustee, as the same may be amended, supplemented, restated or otherwise modified from time to time. 
  
 “Indenture Supplement” means the ONEseries Indenture Supplement, dated as of May 1, 2002, between the Issuer, the Indenture Trustee and
the Collateral Agent, as the same may be amended, supplemented, restated or otherwise modified from time to time. 
  
 “Initial Dollar Principal Amount” means $650,000,000. 
  
 “Interest Payment Date” means March 15, 2004 and the 15th day of each month thereafter, or if such 15th day
is not a Business Day, the next succeeding Business Day. 
  
 “Interest Period” means, with respect to any Interest Payment Date, the period from and including the previous Interest Payment Date (or in the case of the initial Interest Payment Date, from and including the Issuance
Date) to but excluding such Interest Payment Date. 
  
 “Issuance Date” means February 20, 2004. 
  
 “Legal Maturity Date” means October 17, 2011. 
  
 “Note Interest Rate” means a rate per annum equal to 3.45%. 
  
 “Paying Agent” means Wells Fargo Bank, National Association. 
  
 “Portfolio Yield” has the meaning specified in the Indenture Supplement. 
  
 “Predecessor Note” means, with respect to any particular Note, every previous Note evidencing all or a
portion of the same debt as that evidenced by such particular Note; and, for the purpose of this definition, any Note authenticated and delivered under Section 3.06 of the 

  

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Indenture in lieu of a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note.

  
 “Record Date” means, for any Note Transfer
Date, the last Business Day of the preceding Monthly Period. 
  
 “Scheduled Principal Payment Date” means February 17, 2009. 
  
 “Stated Principal Amount” means $650,000,000. 
  
 “Tranche” has the meaning specified in the Indenture. 
  
 Section I.2 
Governing Law. THIS TERMS DOCUMENT WILL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS AND THE OBLIGATIONS, RIGHTS AND REMEDIES
OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 
  
 Section I.3 
Counterparts. This Terms Document may be executed in any number of counterparts, each of which so executed will be deemed to be an original, but all such counterparts will together constitute but one and the same
instrument. 
  
 Section I.4 
Ratification of Indenture and Indenture Supplement. As supplemented by this Terms Document, each of the Indenture, the Asset Pool Supplement and the Indenture Supplement is in all respects ratified and confirmed
and the Indenture as so supplemented by the Asset Pool Supplement and the Indenture Supplement as so supplemented by this Terms Document shall be read, taken and construed as one and the same instrument. 
  
 [END OF ARTICLE I] 
  

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 ARTICLE II 
  
 The Class A(2004-1) Notes 
  
 Section II.1 
Creation and Designation. There is hereby created a Tranche of ONEseries Class A Notes to be issued pursuant to the Indenture and the Indenture Supplement to be known as the “ONEseries Class A(2004-1)
Notes.” 
  
 Section II.2 
Specification of Required Subordinated Amount and Other Terms. 
  
 (2) For the Class A(2004-1) Notes for any date of determination, the Class A Required Subordinated Amount of Class B Notes will be an amount equal to
8.47953% of (i) prior to the occurrence of a Class A(2004-1) Adverse Event, the Adjusted Outstanding Dollar Principal Amount of the Class A(2004-1) Notes on such date of determination or (ii) on and after the date on which a Class A(2004-1) Adverse
Event shall have occurred, the greater of (1) the Adjusted Outstanding Dollar Principal Amount of the Class A(2004-1) Notes on such date of determination and (2) the Adjusted Outstanding Dollar Principal Amount of the Class A(2004-1) Notes as of the
close of business on the day immediately preceding the date on which such Class A(2004-1) Adverse Event shall have occurred. 
  
 (3) For the Class A(2004-1) Notes for any date of determination, the Class A Required Subordinated Amount of Class C Notes will be an amount equal to
8.47953% of (i) prior to the occurrence of a Class A(2004-1) Adverse Event, the Adjusted Outstanding Dollar Principal Amount of the Class A(2004-1) Notes on such date or (ii) on and after the date on which a Class A(2004-1) Adverse Event shall have
occurred, the greater of (1) the Adjusted Outstanding Dollar Principal Amount of the Class A(2004-1) Notes on such date of determination and (2) Adjusted Outstanding Dollar Principal Amount of the Class A(2004-1) Notes as of the close of business on
the day immediately preceding the date on which such Class A(2004-1) Adverse Event shall have occurred. 
  
 (4) The Issuer may change the percentages or the formulas set forth in either clause (a) or (b) above without the consent of any Noteholder so long as the
Issuer has (i) received written confirmation from each Note Rating Agency that has rated any Outstanding Class A(2004-1) Notes that the change in either of such percentages or formulas, as applicable, will not result in a Ratings Effect with respect
to any Outstanding Class A(2004-1) Notes and (ii) delivered to the Indenture Trustee and the Note Rating Agencies a Master Trust Tax Opinion and an Issuer Tax Opinion. 
  
 Section II.3 
Interest Payment. 
  
 (5) For
each Interest Payment Date, the amount of interest due with respect to the Class A(2004-1) Notes shall be an amount equal to one-twelfth the product of (i) the Note Interest Rate, times, (ii) the Outstanding Dollar Principal Amount of the
Class A(2004-1) Notes 

  

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determined as of the close of business on the Interest Payment Date preceding the related Note Transfer Date for the Class A(2004-1) Notes; provided,
however, that for the first Interest Payment Date, the amount of interest due with respect to the Class A(2004-1) Notes is $1,557,291.67. Interest on the Class A(2004-1) Notes will be calculated on the basis of a 360-day year consisting of
twelve 30-day months. 
  
 (6) Pursuant to Section 3.03 of the
Indenture Supplement, on each Note Transfer Date with respect to the Class A(2004-1) Notes, the Indenture Trustee shall deposit into the Class A(2004-1) Interest Funding Sub-Account the portion of ONEseries Available Finance Charge Collections
allocable to the Class A(2004-1) Notes. 
  
 Section II.4
[Reserved] 
  
 Section II.5

Payments of Interest and Principal. 
  
 (7) Any installment of interest or principal payable on any Class A(2004-1) Note which is punctually paid or duly provided for by the Issuer and the Indenture Trustee on the applicable Interest Payment Date or Principal Payment Date shall
be paid by the Paying Agent to the Person in whose name such Class A(2004-1) Note (or one or more Predecessor Notes) is registered on the Record Date, by wire transfer of immediately available funds to such Person’s account as has been
designated by written instructions received by the Paying Agent from such Person not later than the close of business on the third Business Day preceding the date of payment or, if no such account has been so designated, by check mailed first-class,
postage prepaid to such Person’s address as it appears on the Note Register on such Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of Cede & Co., payment shall be made by wire
transfer in immediately available funds to the account designated by such nominee. 
  
 (8) The right of the Class A(2004-1) Noteholders to receive payments from the Issuer will terminate on the first Business Day following the Class A(2004-1) Termination Date. 
  
 Section II.6 
Form of Delivery of Class A(2004-1) Notes; Depository; Denominations. 
  
 (9) The Class A(2004-1) Notes shall be delivered in the form of a global Registered Note as provided in Sections 2.02 and 3.01(i) of the Indenture,
respectively. 
  
 (10) The Depository for the Class A(2004-1)
Notes shall be The Depository Trust Company, and the Class A(2004-1) Notes shall initially be registered in the name of Cede & Co., its nominee. 
  
 (11) The Class A(2004-1) Notes will be issued in minimum denominations of $1,000 and integral multiples of that amount. 
  

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 Section II.7 
Delivery and Payment for the Class A(2004-1) Notes. The Issuer shall execute and deliver the Class A(2004-1) Notes to the Indenture Trustee for authentication, and the Indenture Trustee shall deliver the Class
A(2004-1) Notes when authenticated, each in accordance with Section 3.03 of the Indenture. 
  
 Section II.8 
Supplemental Indenture. The Issuer may enter into a supplemental indenture with respect to the Class A(2004-1) Notes as provided in Section 9.01 of the Indenture, provided, however, that any
supplemental indenture which provides for an additional or alternative form of credit enhancement for the Class A(2004-1) Notes shall, in addition to the requirements set forth in Section 9.01 of the Indenture, require confirmation from the Note
Rating Agencies that have rated any Outstanding Notes of the ONEseries that such change in credit enhancement will not result in a Ratings Effect with respect to any Outstanding Notes of the ONEseries. 
  
 Section II.9 
Appointment of co-Paying Agent and co-Transfer Agent. BDL is appointed as co-paying agent and as co-transfer agent in Luxembourg with respect to the Class A(2004-1) Notes for so long as the Class A(2004-1) Notes
are listed on the Luxembourg Stock Exchange. Any reference in this Terms Document, the Indenture Supplement, the Asset Pool Supplement and the Indenture to the Paying Agent or the Transfer Agent shall be deemed to include BDL as co-paying agent or
co-transfer agent, as the case may be, unless the context requires otherwise. 
  
 [END OF ARTICLE II] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Terms Document to be duly executed, all as of the
day and year first above written. 
  

			
	 BANK ONE ISSUANCE TRUST

		
	 By:
	  	 BANK ONE, DELAWARE,
 NATIONAL ASSOCIATION,
 as Beneficiary and not in its individual
 capacity



  

			
	 By:
	  	 /s/    Stephen R. Etherington


	 Name:
	  	 Stephen R. Etherington

	 Title:
	  	 Senior Vice President



  

			
	 WELLS FARGO BANK,
 NATIONAL ASSOCIATION,
 as Indenture Trustee and Collateral Agent

		
	 By:
	  	 /s/    Jennifer C. Davis


	 Name:
	  	 Jennifer C. Davis

	 Title:
	  	 Assistant Vice President









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TABLE OF CONTENTS 
  

					
	 	  	 	  	PAGE


	 	  	ARTICLE I Definitions and Other Provisions of General Application	  	 
			
	 Section 1.1
	  	
Definitions	  	1
			
	 Section 1.2
	  	
Governing Law	  	4
			
	 Section 1.3
	  	
Counterparts	  	4
			
	 Section 1.4
	  	
Ratification of Indenture and Indenture Supplement	  	4
			
	 	  	ARTICLE II The Class A(2004-1) Notes	  	 
			
	 Section 2.1
	  	
Creation and Designation	  	5
			
	 Section 2.2
	  	
Specification of Required Subordinated Amount and Other Terms	  	5
			
	 Section 2.3
	  	
Interest Payment	  	5
			
	 Section 2.4
	  	
[Reserved]	  	6
			
	 Section 2.5
	  	
Payments of Interest and Principal	  	6
			
	 Section 2.6
	  	
Form of Delivery of Class A(2004-1) Notes; Depository; Denominations	  	6
			
	 Section 2.7
	  	
Delivery and Payment for the Class A(2004-1) Notes	  	7
			
	 Section 2.8
	  	
Supplemental Indenture	  	7
			
	 Section 2.9
	  	
Appointment of co-Paying Agent and co-Transfer Agent	  	7