EX-4.1



 Exhibit 4.1 

CHASE ISSUANCE TRUST 
 as
Issuing Entity 
 CLASS A(2017-2) TERMS DOCUMENT 

dated as of March 15, 2017 

to 
 SECOND AMENDED AND
RESTATED 
 CHASESERIES INDENTURE SUPPLEMENT 

dated as of January 20, 2016 

to 
 FOURTH AMENDED AND
RESTATED 
 INDENTURE 

dated as of January 20, 2016 

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 1.01	  	Definitions	  	 	1	 
			
	Section 1.02	  	Governing Law	  	 	4	 
			
	Section 1.03	  	Counterparts	  	 	4	 
			
	Section 1.04	  	Ratification of Indenture and Indenture Supplement	  	 	4	 
			
		  	ARTICLE II	  			
			
		  	The Class A(2017-2) Notes	  			
			
	Section 2.01	  	Creation and Designation	  	 	5	 
			
	Section 2.02	  	Specification of Required Subordinated Amount and Other Terms	  	 	5	 
			
	Section 2.03	  	Interest Payment	  	 	5	 
			
	Section 2.04	  	Calculation Agent; Determination of LIBOR	  	 	6	 
			
	Section 2.05	  	Payments of Interest and Principal	  	 	7	 
			
	Section 2.06	  	Form of Delivery of Class A(2017-2) Notes; Depository; Denominations	  	 	7	 
			
	Section 2.07	  	Delivery and Payment for the Class A(2017-2) Notes	  	 	7	 
			
	Section 2.08	  	Supplemental Indenture	  	 	7	 
			
	Section 2.09	  	No Ratings Confirmation Required for Class A(2017-2) Notes	  	 	8	 








 THIS CLASS A(2017-2) TERMS DOCUMENT (this “Terms Document”), among 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 as collateral agent (the “Collateral Agent”), is made and entered into as of March 15, 2017. 

Pursuant to this Terms Document, the Issuing Entity and the Indenture Trustee shall create a new Tranche of CHASEseries
Class A Notes and shall specify the principal terms thereof. 
 ARTICLE I 

Definitions and Other Provisions of General Application 

Section 1.01    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)      as used in this Terms Document and in any certificate or other document made or
delivered pursuant hereto or thereto, accounting terms not defined in this Terms Document or in any such certificate or other document, and accounting terms partly defined in this Terms Document or in any such certificate or other document to the
extent not defined, shall have the respective meanings given to them under GAAP. To the extent that the definitions of accounting terms in this Terms Document or in any such certificate or other document are inconsistent with the meanings of such
terms under GAAP, the definitions contained in this Terms Document or in any such certificate or other document shall control; 

(4)      the words “hereof,” “herein,” “hereunder” and words of
similar import when used in this Terms Document shall refer to this Terms Document as a whole and not to any particular provision of this Terms Document; references to any subsection, Section, clause, Schedule or Exhibit are references to
subsections, Sections, clauses, Schedules and Exhibits in or to this Terms Document unless otherwise specified; the term “including” means “including without limitation”; references to any law or regulation refer to that law or
regulation as amended from time to time and include any successor law or regulation; references to any Person include that Person’s successors and assigns; and references to any agreement refer to such agreement, as amended, supplemented or
otherwise modified from time to time; 
 (5)      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; and 

(6)      each capitalized term defined herein shall relate only to the Class A(2017-2) Notes
and no other Tranche of CHASEseries Notes issued by the Issuing Entity. 
 “Asset Pool Supplement” means
the Third Amended and Restated Asset Pool One Supplement to the Indenture, dated as of January 20, 2016, as amended, by and among the Issuing Entity, the Indenture Trustee and the Collateral Agent. 

“Beneficiary” means Chase Card Funding LLC, in its capacity as beneficial owner of the Issuing Entity. 

“Calculation Agent” is defined in Section 2.04(a). 

“Class A(2017-2) Adverse Event” means the occurrence of any of the following: (a) an Early Amortization
Event with respect to the Class A(2017-2) Notes, (b) an Event of Default and acceleration of the Class A(2017-2) Notes, (c) the Class A Usage of the Class B Required Subordinated Amount for the Class A(2017-2) Notes becomes greater
than zero or (d) the Class A Usage of the Class C Required Subordinated Amount for the Class A(2017-2) Notes becomes greater than zero. 

“Class A(2017-2) Note” means any Note, substantially in the form set forth in Exhibit A-1 to the Indenture
Supplement, designated therein as a Class A(2017-2) Note and duly executed and authenticated in accordance with the Indenture. 

“Class A(2017-2) Noteholder” means a Person in whose name a Class A(2017-2) Note is registered in the Note
Register. 
 “Class A(2017-2) Termination Date” means the earliest to occur of (a) the Principal
Payment Date on which the Outstanding Dollar Principal Amount of the Class A(2017-2) 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 2.02(a). 

“Class A Required Subordinated Amount of Class C Notes” is defined in Section 2.02(b). 

“Controlled Accumulation Amount” means $54,166,666.67; 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(2017-2) Notes will be the amount specified in the
definition of “Controlled Accumulation Amount” in the Indenture Supplement. 
 “Indenture” means
the Fourth Amended and Restated Indenture, dated as of January 20, 2016, as amended, between the Issuing Entity and the Indenture Trustee. 

  
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 “Indenture Supplement” means the Second Amended and Restated
CHASEseries Indenture Supplement, dated as of January 20, 2016, among the Issuing Entity, the Indenture Trustee and the Collateral Agent. 

“Initial Dollar Principal Amount” means $650,000,000. 

“Interest Payment Date” means April 17, 2017 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 March 15, 2017. 

“Legal Maturity Date” means March 15, 2024. 

“LIBOR” means, for any Interest Period, the London interbank offered rate for one-month United States dollar
deposits determined by the Calculation Agent on the LIBOR Determination Date for each Interest Period in accordance with the provisions of Section 2.04. 

“LIBOR Determination Date” means (1) March 13, 2017 for the period from and including the Issuance
Date through but excluding the initial Interest Payment Date and (2) for each Interest Period thereafter, the second London Business Day prior to the commencement of such Interest Period. 

“London Business Day” means any Business Day on which dealings in deposits in United States Dollars are
transacted in the London interbank market. 
 “Note Interest Rate” means a rate per annum equal to 0.40%
in excess of LIBOR, as determined by the Calculation Agent on the related LIBOR Determination Date with respect to each Interest Period. 

“Paying Agent” means Wells Fargo Bank, National Association. 

“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 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. 
 “Reference
Banks” means four major banks in the London interbank market selected by the Beneficiary. 

  
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 “Reuters Screen LIBOR01 Page” means the display page so
designated on the Reuters Monitor Money Rates (or such other page as may replace that page on that service, or such other service as may be nominated as the information vendor, for the purposes of displaying rates comparable to LIBOR). 

“Scheduled Principal Payment Date” means March 15, 2022. 

“Stated Principal Amount” means $650,000,000. 

Section 1.02    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 1.03    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 1.04    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(2017-2) Notes 

Section 2.01    Creation and Designation. There is hereby created a Tranche of CHASEseries
Class A Notes to be issued pursuant to the Indenture and the Indenture Supplement to be known as the “CHASEseries Class A(2017-2) Notes.” 

Section 2.02    Specification of Required Subordinated Amount and Other Terms. 

(a)      For the Class A(2017-2) Notes for any date of determination, the Class A Required
Subordinated Amount of Class B Notes will be an amount equal to 8.13953% of (i) prior to the occurrence of a Class A(2017-2) Adverse Event, the Adjusted Outstanding Dollar Principal Amount of the Class A(2017-2) Notes on such date of
determination or (ii) on and after the date on which a Class A(2017-2) Adverse Event shall have occurred, the greater of (1) the Adjusted Outstanding Dollar Principal Amount of the Class A(2017-2) Notes on such date of determination and
(2) the Adjusted Outstanding Dollar Principal Amount of the Class A(2017-2) Notes as of the close of business on the day immediately preceding the date on which such Class A(2017-2) Adverse Event shall have occurred. 

(b)      For the Class A(2017-2) Notes for any date of determination, the Class A Required
Subordinated Amount of Class C Notes will be an amount equal to 8.13953% of (i) prior to the occurrence of a Class A(2017-2) Adverse Event, the Adjusted Outstanding Dollar Principal Amount of the Class A(2017-2) Notes on such date or
(ii) on and after the date on which a Class A(2017-2) Adverse Event shall have occurred, the greater of (1) the Adjusted Outstanding Dollar Principal Amount of the Class A(2017-2) Notes on such date of determination and (2) Adjusted
Outstanding Dollar Principal Amount of the Class A(2017-2) Notes as of the close of business on the day immediately preceding the date on which such Class A(2017-2) Adverse Event shall have occurred. 

(c)      The Issuing Entity 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 Issuing Entity has (i) received written confirmation from each Note Rating Agency that has rated any Outstanding 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 Notes and (ii) delivered to the Indenture Trustee and the Note Rating Agencies a Master Trust Tax Opinion and an Issuing Entity Tax
Opinion. 
 Section 2.03    Interest Payment. 

(a)      For each Interest Payment Date, the amount of interest due with respect to the Class
A(2017-2) Notes shall be an amount equal to the product of (i) (A) a fraction, the numerator of which is the actual number of days in the related Interest Period and the denominator of which is 360, times, (B) the Note Interest
Rate in effect with respect to the related Interest Period, times, (ii) the Outstanding Dollar Principal Amount of the Class A(2017-2) Notes determined as of the close of business on the Interest Payment Date preceding the related Note
Transfer Date for the Class A(2017-2) Notes; provided, however, that for the first 

  
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Interest Payment Date, the amount of interest due with respect to the Class A(2017-2) Notes shall be an amount equal to the product of (x) the Outstanding Dollar Principal Amount of the
Class A(2017-2) Notes on the Issuance Date, (y) 33 divided by 360 and (z) the Note Interest Rate in effect with respect to the Class A(2017-2) Notes determined on March 13, 2017. Interest on the Class A(2017-2) Notes will be
calculated on the basis of the actual number of days elapsed and a 360-day year. 

(b)      Pursuant to Section 3.03 of the Indenture Supplement, on each Note Transfer Date
with respect to the Class A(2017-2) Notes, the Indenture Trustee shall deposit into the Class A(2017-2) Interest Funding Sub-Account the portion of CHASEseries Available Finance Charge Collections allocable to the Class A(2017-2) Notes. 

Section 2.04    Calculation Agent; Determination of LIBOR. 

(a)      The Issuing Entity hereby agrees that for so long as any Class A(2017-2) Notes are
Outstanding, there shall at all times be an agent appointed to calculate LIBOR for each Interest Period (the “Calculation Agent”). The Issuing Entity hereby initially appoints the Indenture Trustee as the Calculation Agent for purposes of
determining LIBOR for each Interest Period. The Calculation Agent may be removed by the Issuing Entity at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuing Entity, or if the Calculation Agent fails
to determine LIBOR for an Interest Period, the Issuing Entity shall promptly appoint a replacement Calculation Agent that does not control or is not controlled by or under common control with the Issuing Entity or its Affiliates. The Calculation
Agent may not resign its duties, and the Issuing Entity may not remove the Calculation Agent, without a successor having been duly appointed. 

(b)      On each LIBOR Determination Date, the Calculation Agent shall determine LIBOR on the
basis of the rate for deposits in United States dollars for a one-month period which appears on Reuters Screen LIBOR01 Page or on such comparable system as is customarily used to quote LIBOR as of 11:00 a.m., London time, on such date. If such rate
does not appear on Reuters Screen LIBOR01 Page or on a comparable system as is customarily used to quote LIBOR the rate for that LIBOR Determination Date shall be determined on the basis of the rates at which deposits in United States dollars are
offered by the Reference Banks at approximately 11:00 a.m., London time, on that day to prime banks in the London interbank market for a one-month period. The Calculation Agent shall request the principal London office of each of the Reference Banks
to provide a quotation of its rate. If at least two such quotations are provided, the rate for that LIBOR Determination Date shall be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that
LIBOR Determination Date will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the Beneficiary, at approximately 11:00 a.m., New York City time, on that day for loans in United States dollars to leading
European banks for a one-month period. 
 (c)      The Note Interest Rate applicable to the
then current and the immediately preceding Interest Periods may be obtained by telephoning the Indenture Trustee at its corporate trust office at (612) 667-8058 or such other telephone number as shall be designated by the Indenture Trustee for
such purpose by prior written notice by the Indenture Trustee to each Noteholder from time to time. 

  
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 (d)      On each LIBOR Determination Date, the
Calculation Agent shall send to the Indenture Trustee and the Beneficiary, via email or by facsimile transmission, notification of LIBOR for the following Interest Period. 

Section 2.05    Payments of Interest and Principal. 

(a)      Any installment of interest or principal payable on any Class A(2017-2) Note which is
punctually paid or duly provided for by the Issuing Entity 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(2017-2) 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. 

(b)      The right of the Class A(2017-2) Noteholders to receive payments from the Issuing
Entity will terminate on the first Business Day following the Class A(2017-2) Termination Date. 
 Section
2.06    Form of Delivery of Class A(2017-2) Notes; Depository; Denominations. 

(a)      The Class A(2017-2) 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. 
 (b)      The
Depository for the Class A(2017-2) Notes shall be The Depository Trust Company, and the Class A(2017-2) Notes shall initially be registered in the name of Cede & Co., its nominee. 

(c)      The Class A(2017-2) Notes will be issued in minimum denominations of $100,000 and
integral multiples of $1,000 in excess of $100,000. 
 Section 2.07    Delivery and Payment for the
Class A(2017-2) Notes. 
 The Issuing Entity shall execute and deliver the Class A(2017-2) Notes to the Indenture
Trustee for authentication, and the Indenture Trustee shall deliver the Class A(2017-2) Notes when authenticated, each in accordance with Section 3.03 of the Indenture. 

Section 2.08    Supplemental Indenture. 

The Issuing Entity may enter into a supplemental indenture with respect to the Class A(2017-2) 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(2017-2) Notes shall, in addition to the requirements set forth in


  
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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. 
 Section
2.09    No Ratings Confirmation Required for Class A(2017-2) Notes. 
 Notwithstanding
Section 3.10(a)(iv) of the Indenture, the Issuing Entity will not be required to obtain written confirmation from each Note Rating Agency that an issuance of a new Tranche of Notes will not have a Ratings Effect on the Class A(2017-2) Notes.

 [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. 
  

			
	CHASE ISSUANCE TRUST
		
	 By:
	 	CHASE BANK USA, NATIONAL
  ASSOCIATION, as Administrator
		
	By: 	 	 /s/ Todd S. Lehner

		 	 Name: Todd S. Lehner

		 	 Title:   Managing Director



  

			
	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	as Indenture Trustee and Collateral Agent
		
	 By: 
	 	 /s/ Cheryl Zimmerman

		 	 Name: Cheryl Zimmerman

		 	 Title:   Vice President



  
  

Chase Issuance Trust 
 CHASEseries
Class A(2017-2) Terms Document