EXHIBIT 10.1



 Exhibit 10.1 
  
 REASSIGNMENT NO. 7 OF RECEIVABLES (this “Reassignment”), dated as of August 16, 2005, by and between CHASE BANK
USA, NATIONAL ASSOCIATION (formerly known as Chase Manhattan Bank USA, National Association and successor to Bank One, Delaware, National Association), a national banking association organized under the laws of the United States of America (the
“Bank”), and THE BANK OF NEW YORK (DELAWARE), a banking corporation organized under the laws of the State of Delaware (the “Trustee”), pursuant to the Pooling and Servicing Agreement referred to below. 
  
 W I T N E S S E
T H: 
  
 WHEREAS, pursuant to the Amended and
Restated Pooling and Servicing Agreement, dated as of March 28, 2002, among the Bank, as Transferor and Servicer, and the Trustee (hereinafter as such agreement may have been, or may from time to time be, amended, supplemented or otherwise modified,
the “Pooling and Servicing Agreement”), and as indicated in the notice dated August 2, 2005 from the Bank to the Trustee (the “Notice”), the Bank wishes to remove all Receivables from certain designated Accounts of the Bank
specified on Schedule 1 hereto (the “Removed Accounts”) and to cause the Trustee to reconvey hereby the Receivables of such Removed Accounts, whether now existing or hereafter created, from the Trust to the Bank (as each such term
is defined in the Pooling and Servicing Agreement), as more fully described herein; and 
  
 WHEREAS, the Trustee is willing to accept such designation and to reconvey the Receivables in the Removed Accounts subject to the terms and conditions hereof. 
  
 NOW THEREFORE, the Bank and the Trustee hereby agree as follows: 

 
 1. Defined Terms. All terms defined in the Pooling and Servicing
Agreement and used herein shall have such defined meanings when used herein, unless otherwise defined herein. 
  
 “Removal Cut Off Date” shall mean, with respect to the Removed Accounts, June 30, 2005. 
  
 “Removal Date” shall mean, with respect to the Removed
Accounts designated hereby, August 16, 2005. 
  
 “Removal
Notice Date” shall mean, with respect to the Removed Accounts designated hereby, August 2, 2005 (which shall be a date on or prior to the fifth Business Day prior to the Removal Date). 
  
 2. Designation of Removed Accounts. The Bank shall deliver to the
Trustee, not later than five Business Days after the Removal Date, a computer file or microfiche list containing a true and complete list of each VISA® and MasterCard® account which as of the Removal Date shall be deemed to be a Removed Account, such accounts being identified by account number and by the aggregate
amount of Receivables in such accounts as of the close of business on the Removal Notice Date. The Removed Accounts shall be identified on Schedule 1 to this Reassignment and shall be incorporated into and made a part of this Reassignment as
of the Removal Date. 







 3. Conveyance of Receivables. The Trustee does hereby reconvey to the Bank, without recourse on
and after the Removal Date, all right, title and interest of the Trust in and to the Receivables now existing and hereafter created in the Removed Accounts identified on Schedule 1 hereto, all monies due or to become due with respect thereto
(including all Finance Charge Receivables) and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of such Receivables. 
  
 4. Representations and Warranties of the Bank. The Bank hereby represents and warrants to the Trustee on behalf of the Trust as of the Removal
Date: 
  
 (a) Legal, Valid and Binding
Obligation. This Reassignment constitutes a legal, valid and binding obligation of the Bank enforceable against the Bank in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights in general and the rights of creditors of national banking associations and except as such enforceability may be limited
by general principles of equity (whether considered in a suit at law or in equity). 
  
 (b) Selection Procedures. No selection procedures believed by the Bank to be materially adverse to the interests of the
Certificateholders were utilized in selecting the Removed Accounts to be removed from the Trust and either (I) a random selection procedure was used by the Bank in selecting the Removed Accounts and only one such removal of randomly selected
Accounts shall occur in the then current Monthly Period, (II) the Removed Accounts arose pursuant to an affinity, private-label, agent-bank, co-branding or other arrangement with a third party that has been cancelled by such third party or has
expired without renewal and which by its terms permits the third party to repurchase the Accounts subject to such arrangement, upon such cancellation or non-renewal and the third party has exercised such repurchase right or (III) the Removed
Accounts were selected using another method that will not preclude transfers of Receivables to the Trust from being accounted for as sales under generally accepted accounting principles or prevent the Trust from continuing to qualify as a qualifying
special purpose entity in accordance with SFAS 140. 
  
 5.
Representations and Warranties of the Trustee. Since the date of the transfer by the Bank under the Pooling and Servicing Agreement, the Trustee has not sold, transferred or encumbered any Receivable in any Removed Account or any interest
therein. 
  
 6. Conditions Precedent. The amendment of the
Pooling and Servicing Agreement set forth in Section 7 hereof is subject to the satisfaction of the conditions set forth in Section 2.07 of the Pooling and Servicing Agreement on or prior to the dates specified in Section 2.07. For purposes of
Section 2.07 of the Pooling and Servicing Agreement, “Removal Notice Date” shall have the meaning specified in Section 1 hereof. 
  

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 7. Amendment of the Pooling and Servicing Agreement. The Pooling and Servicing Agreement is hereby
amended to provide that all references therein to the “Pooling and Servicing Agreement,” “this Agreement” and “herein” shall be deemed from and after the Removal Date to be a dual reference to the Pooling and Servicing
Agreement as supplemented by this Reassignment. Except as expressly amended hereby, all of the representations, warranties, terms, covenants and conditions of the Pooling and Servicing Agreement shall remain unamended and shall continue to be, and
shall remain, in full force and effect in accordance with its terms and except as expressly provided herein shall not constitute or be deemed to constitute a waiver of compliance with or a consent to non-compliance with any term or provision of the
Pooling and Servicing Agreement. 
  
 8. Counterparts. This
Reassignment may be executed in multiple counterparts, and by different parties on separate counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. 
  
 9. Governing Law. THIS REASSIGNMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS. 
  
 10. Authorization. The Trustee hereby authorizes Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”) to file any financing
statements or continuation statements, and amendments to financing statements, in any jurisdictions and with any filing offices as Skadden may determine, in its sole discretion, are necessary or advisable to perfect the conveyance to the Bank
pursuant to Section 3 hereof. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as Skadden may
determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Bank in connection herewith, including, without limitation, describing such property as
“all assets” or “all personal property.” 
  

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 IN WITNESS WHEREOF, the undersigned have caused this Reassignment of Receivables to be duly executed and
delivered by their respective duly authorized officers on the day and year first above written. 
  

			
	CHASE BANK USA, NATIONAL ASSOCIATION, as Transferor
		
	By:	 	 /s/ Keith W. Shuck


	Name:	 	Keith W. Schuck
	Title:	 	President
	
	THE BANK OF NEW YORK (DELAWARE),
	as Trustee of First USA Credit Card Master Trust
		
	By:	 	 /s/ William T. Lewis


	Name:	 	William T. Lewis
	Title:	 	Senior Vice President


  

			
	Acknowledged by:
	
	CHASE BANK USA, NATIONAL
	ASSOCIATION, as Servicer
		
	By:	 	 /s/ Keith W. Schuck


	Name:	 	Keith W. Schuck
	Title:	 	President

  
 First USA Credit Card
Master Trust 
 Reassignment No. 7 of Receivables 







 Schedule 1 
 to Reassignment  
 No. 7 of Receivables 
  
 REMOVED ACCOUNTS 
  
 [Delivered to the Trustee]