EX-4.1



 Exhibit 4.1 

EXECUTION COPY 
  

 
  

CHASE ISSUANCE TRUST 
 as
Issuing Entity 
 SUPPLEMENTAL INDENTURE 

with respect to Additional Class A(2015-2) Notes 

dated as of March 24, 2015 

to 
 CLASS A(2015-2) TERMS
DOCUMENT 
 dated as of March 13, 2015 

to 
 AMENDED AND RESTATED

 CHASESERIES INDENTURE SUPPLEMENT 

dated as of October 15, 2004 

to 
 THIRD AMENDED AND RESTATED

 INDENTURE 
 dated as
of December 19, 2007 
 WELLS FARGO BANK, NATIONAL ASSOCIATION 

as Indenture Trustee and Collateral Agent 
  

 
  







 TABLE OF CONTENTS 

 

							
	 	  	PAGE	 
	
	 ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL

 
 APPLICATION
	   
 

  

			
	Section 1.1	  	Definitions	  	 	1	  
			
	Section 1.2	  	Governing Law	  	 	2	  
			
	Section 1.3	  	Counterparts	  	 	2	  
			
	Section 1.4	  	Ratification of Indenture, Indenture Supplement and Terms Document	  	 	2	  
			
	Section 1.5	  	Full Force and Effect of Terms Document	  	 	2	  
	
	ARTICLE II THE ADDITIONAL CLASS A(2015-2) NOTES	  
			
	Section 2.1	  	Terms and Issuance	  	 	3	  
			
	Section 2.2	  	Modification of Defined Terms	  	 	3	  
			
	Section 2.3	  	First Interest Payment Date	  	 	3	  
			
	Section 2.4	  	Form of Delivery of Additional Class A(2015-2) Notes; Depository; Denominations	  	 	3	  
			
	Section 2.5	  	Delivery and Payment for the Additional Class A(2015-2) Notes	  	 	4	  
			
	Section 2.6	  	Supplemental Indenture	  	 	4	  








 THIS SUPPLEMENTAL INDENTURE WITH RESPECT TO ADDITIONAL CLASS A(2015-2) NOTES (this
“Supplemental Indenture”), by and between the CHASE ISSUANCE TRUST, a statutory trust created under the laws of the State of Delaware (the “Issuing Entity”), 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 March 24, 2015 and hereby modifies and supplements the Class A(2015-2) Terms Document (the “Terms Document”) entered into by the Issuing Entity, the Indenture
Trustee and the Collateral Agent as of March 13, 2015. 
 WHEREAS, the Issuing Entity and the Indenture Trustee have created, pursuant
to the Terms Document, a Tranche of CHASEseries Class A Notes known as the “CHASEseries Class A(2015-2) Notes.” 
 WHEREAS,
pursuant to Section 3.10(c) of the Indenture, the Issuing Entity and the Indenture Trustee shall issue the Additional Class A(2015-2) Notes (as defined below) that shall be identical in all respects to all other Outstanding Class A(2015-2)
Notes, except as noted in Section 2.2 and Section 2.3 herein, and will be equally and ratably entitled to the benefits of the Indenture and the Indenture Supplement as all other Outstanding Class A(2015-2) Notes without preference,
priority or distinction. 
 NOW, THEREFORE, in connection with the issuance of the Additional Class A(2015-2) Notes, the Issuing Entity and
the Indenture Trustee enter into this Supplemental Indenture. 
 ARTICLE I 

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 

Section 1.1 Definitions. For all purposes of this Supplemental Indenture, except as otherwise expressly provided or unless the context
otherwise requires: 
 (a) the terms defined in this Article have the meanings assigned to them in this Article, and include the plural as
well as the singular; and 
 (b) all other terms used herein which are defined in the Indenture Supplement, the Indenture, the Asset Pool
Supplement or the Terms Document, either directly or by reference therein and are not modified by Section 2.2 hereof, have the meanings assigned to them therein. 

“Additional Class A(2015-2) Notes” means the $725,000,000 principal amount Class A(2015-2) Notes described in this
Supplemental Indenture, substantially in the form set forth in Exhibit A-1 to the Indenture Supplement, designated therein as a Class A(2015-2) Note and duly executed and authenticated in accordance with the Indenture. 

  
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 “Additional Issuance Date” means March 24, 2015. 

Section 1.2 Governing Law. THIS SUPPLEMENTAL INDENTURE 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 1.3 Counterparts. This Supplemental Indenture 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 1.4 Ratification
of Indenture, Indenture Supplement and Terms Document. As supplemented by this Supplemental Indenture, each of the Indenture, the Asset Pool Supplement, the Indenture Supplement and the Terms Document is in all respects ratified and confirmed
and the Indenture as so supplemented by the Asset Pool Supplement, the Indenture Supplement as so supplemented by the Terms Document and the Terms Document and so supplemented by this Supplemental Indenture shall be read, taken and construed as one
and the same instrument. 
 Section 1.5 Full Force and Effect of Terms Document. All terms and conditions of the Terms Document not
changed hereby shall remain in full force and effect. 
 [END OF ARTICLE I] 

  
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 ARTICLE II 

THE ADDITIONAL CLASS A(2015-2) NOTES 

Section 2.1 Terms and Issuance. The Additional Class A(2015-2) Notes shall form a part of the same tranche as, be fungible with, and be
identical in all respects to, all other Outstanding Class A(2015-2) Notes, except as noted in Section 2.2 and Section 2.3 herein, and will be equally and ratably entitled to the benefits of the Indenture, the Indenture Supplement and the
Terms Document as all other Outstanding Class A(2015-2) Notes without preference, priority or distinction. The Additional Class A(2015-2) Notes shall be issued pursuant to the Indenture, the Indenture Supplement, the Terms Document and this
Supplemental Indenture on the Additional Issuance Date. 
 Section 2.2 Modification of Defined Terms. Upon issuance of the Additional
Class A(2015-2) Notes, all references in the Terms Document to the Class A(2015-2) Notes shall include the Additional Class A(2015-2) Notes and each of the following terms, as used in the Terms Document, shall have the respective meanings set forth
below: 
 “Controlled Accumulation Amount” means $177,083,333.34; 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(2015-2) Notes will be the amount
specified in the definition of “Controlled Accumulation Amount” in the Indenture Supplement. 
 “Initial Dollar Principal
Amount” means $2,125,000,000. 
 “Stated Principal Amount” means $2,125,000,000. 

Section 2.3 First Interest Payment Date. The amount of interest due on April 15, 2015, the first Interest Payment Date with
respect to the Additional Class A(2015-2) Notes, shall be $1,024,666.67. On the Additional Issuance Date, the purchasers of the Additional Class A(2015-2) Notes will pay the Issuing Entity $352,229.17, which represents accrued interest from
March 13, 2015 to but excluding the Additional Issuance Date. 
 Section 2.4 Form of Delivery of Additional Class A(2015-2) Notes;
Depository; Denominations. 
 (a) The Additional Class A(2015-2) Notes shall each be delivered in the form of a global Registered Note
as provided in Sections 2.02 and 3.01(i) of the Indenture, respectively. 
 (b) The Depository for the Additional Class A(2015-2) Notes
shall be The Depository Trust Company, and the Additional Class A(2015-2) Notes shall initially be registered in the name of Cede & Co., its nominee. 

  
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 (c) The Additional Class A(2015-2) Notes will be issued in minimum denominations of $100,000 and
integral multiples of $1,000 in excess of $100,000. 
 Section 2.5 Delivery and Payment for the Additional Class A(2015-2) Notes. The
Issuing Entity shall execute and deliver the Additional Class A(2015-2) Notes to the Indenture Trustee for authentication, and the Indenture Trustee shall deliver the Additional Class A(2015-2) Notes when authenticated, each in accordance with
Section 3.03 of the Indenture. 
 Section 2.6 Supplemental Indenture. The Issuing Entity may enter into a supplemental indenture
with respect to the Class A(2015-2) 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(2015-2) 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 CHASEseries that such change in credit enhancement will not
result in a Ratings Effect with respect to any Outstanding Notes of the CHASEseries. 
 [END OF ARTICLE II] 

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

			
	CHASE ISSUANCE TRUST
		
	By:		CHASE BANK USA,
			NATIONAL ASSOCIATION,
			as Beneficiary and not in its individual capacity
		
	By:		 /s/ David A. Penkrot

	Name:		David A. Penkrot
	Title:		Executive Director
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	as Indenture Trustee and Collateral Agent
		
	By:		 /s/ Cheryl C. Zimmerman

	Name:		Cheryl C. Zimmerman
	Title:		Vice President


 Supplemental Indenture 

CHASEseries Additional Class A(2015-2) REOPEN Notes Issuance