chase_ex4-14.htm


     

    Exhibit
      4.14




    


    


    


    


    


    


    


    


    


    


    CHASE
      ISSUANCE TRUST

    as
      Issuing Entity

    


    


    CLASS
      A(200[_]-[_]) TERMS DOCUMENT

    dated
      as of [_____], 2007

    


    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
                1.01

            	
              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(200[_]-[_]) 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

            	
              6

            
	
              [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(200[_]-[_]) Notes; Depository;
                Denominations.

            	
              8

            
	
              Section
                2.07

            	
              Delivery
                and Payment for the Class A(200[_]-[_]) Notes

            	
              8

            
	
              Section
                2.08

            	
              Supplemental
                Indenture

            	
              8

            
	
              [Section
                2.09

            	
              Appointment
                of co-Paying Agent and co-Transfer Agent

            	
              8

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    THIS
      CLASS A(200[_]-[_]) 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 [_____],
      200[_].

     

    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(200[_]-[_])
        Notes and no other Tranche of CHASEseries Notes issued by the Issuing
        Entity.

       

      “Asset
        Pool Supplement” means the Second Amended and Restated Asset Pool One
        Supplement to the Indenture, dated as of December 19, 2007, by and among
        the
        Issuing Entity, the Indenture Trustee and the Collateral Agent.

       

      [“BDL”
        means Banque de Luxembourg.]

       

      “Beneficiary”
        means Chase Bank USA, National Association, in its capacity as beneficial
        owner
        of the Issuing Entity.

       

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

       

      “Class
        A(200[_]-[_]) Adverse Event” means the occurrence of any of the following:
        (a) an Early Amortization Event with respect to the Class A(200[_]-[_]) Notes,
        (b) an Event of Default and acceleration of the Class A(200[_]-[_]) Notes,
        (c)
        the Class A Usage of the Class B Required Subordinated Amount for the Class
        A(200[_]-[_]) Notes becomes greater than zero or (d) the Class A Usage of
        the
        Class C Required Subordinated Amount for the Class A(200[_]-[_]) Notes becomes
        greater than zero.

       

      “Class
        A(200[_]-[_]) Note” means any Note, substantially in the form set forth in
        Exhibit A-1 to the Indenture Supplement, designated therein as a Class
        A(200[_]-[_]) Note and duly executed and authenticated in accordance with
        the
        Indenture.

       

      “Class
        A(200[_]-[_]) Noteholder” means a Person in whose name a Class A(200[_]-[_])
        Note is registered in the Note Register.

       

      “Class
        A(200[_]-[_]) Termination Date” means the earliest to occur of (a) the
        Principal Payment Date on which the Outstanding Dollar Principal Amount of
        the
        Class A(200[_]-[_]) 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 $[_________]; 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


      
        
          
          

        

        
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      Amount
        for any Note Transfer Date with respect to the Class A(200[_]-[_]) Notes
        will be
        the amount specified in the definition of “Controlled Accumulation Amount” in
        the Indenture Supplement.

       

      “Indenture”
        means the Third Amended and Restated Indenture, dated as of December 19,
        2007,
        between the Issuing Entity and the Indenture Trustee.

       

      “Indenture
        Supplement” means the Amended and Restated CHASEseries Indenture Supplement,
        dated as of October 15, 2004, among the Issuing Entity, the Indenture Trustee
        and the Collateral Agent.

       

      “Initial
        Dollar Principal Amount” means $[________].

       

      “Interest
        Payment Date” means [_____], 200[_] 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 [_____], 200[_].

       

      “Legal
        Maturity Date” means [_____], 200[_].

       

      [“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) [_____], 200[_] for the period from and
        including the Issuance Date through but excluding [_____], 200[_] and (2)
        for
        each Interest Period thereafter, the second London Business Day prior to
        the
        commencement of the second and each subsequent 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 [__]% [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

    


    
      
        
        

      

      
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      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.]

       

      [“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 [_____], 200[_].

       

      “Stated
        Principal Amount” means $[__________].

       

      Section
        1.01  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
        1.02  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
        1.03  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(200[_]-[_]) 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(200[_]-[_]) Notes.”

       

      Section
        2.02                                Specification
        of Required Subordinated Amount and Other Terms

       

      (a)         For
        the Class A(200[_]-[_]) Notes for any date of determination, the Class A
        Required Subordinated Amount of Class B Notes will be an amount equal to
        [______]% of (i) prior to the occurrence of a Class A(200[_]-[_]) Adverse
        Event,
        the Adjusted Outstanding Dollar Principal Amount of the Class A(200[_]-[_])
        Notes on such date of determination or (ii) on and after the date on which
        a
        Class A(200[_]-[_]) Adverse Event shall have occurred, the greater of (1)
        the
        Adjusted Outstanding Dollar Principal Amount of the Class A(200[_]-[_]) Notes
        on
        such date of determination and (2) the Adjusted Outstanding Dollar Principal
        Amount of the Class A(200[_]-[_]) Notes as of the close of business on the
        day
        immediately preceding the date on which such Class A(200[_]-[_]) Adverse
        Event
        shall have occurred.

       

      (b)         For
        the Class A(200[_]-[_]) Notes for any date of determination, the Class A
        Required Subordinated Amount of Class C Notes will be an amount equal to
        [______]% of (i) prior to the occurrence of a Class A(200[_]-[_]) Adverse
        Event,
        the Adjusted Outstanding Dollar Principal Amount of the Class A(200[_]-[_])
        Notes on such date or (ii) on and after the date on which a Class A(200[_]-[_])
        Adverse Event shall have occurred, the greater of (1) the Adjusted Outstanding
        Dollar Principal Amount of the Class A(200[_]-[_]) Notes on such date of
        determination and (2) Adjusted Outstanding Dollar Principal Amount of the
        Class
        A(200[_]-[_]) Notes as of the close of business on the day immediately preceding
        the date on which such Class A(200[_]-[_]) 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.

       

    


    
      
        
        

      

      
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      Section
        2.03                                Interest
        Payment

       

      (a)         For
        each Interest Payment Date, the amount of interest due with respect to the
        Class
        A(200[_]-[_]) Notes shall be an amount equal to [one-twelfth of] 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(200[_]-[_]) Notes determined as of the close of business on the Interest
        Payment Date preceding the related Note Transfer Date for the Class
        A(200[_]-[_]) Notes; provided, however, that for the first
        Interest Payment Date, the amount of interest due with respect to the Class
        A(200[_]-[_]) Notes shall be [$_______] [an amount equal to the product of
        (x)
        the Outstanding Dollar Principal Amount of the Class A(200[_]-[_]) Notes
        on the
        Issuance Date, (y) [__] divided by 360 and (z) the Note Interest Rate in
        effect
        with respect to the Class A(200[_]-[_]) Notes determined on [_____],
        200[_]].  Interest on the Class A(200[_]-[_]) Notes will be calculated
        on the basis of [the actual number of days elapsed and] a 360-day year
        [consisting of twelve 30-day months].

       

      (b)         Pursuant
        to Section 3.03 of the Indenture Supplement, on each Note Transfer Date with
        respect to the Class A(200[_]-[_]) Notes, the Indenture Trustee shall deposit
        into the Class A(200[_]-[_]) Interest Funding Sub-Account the portion of
        CHASEseries Available Finance Charge Collections allocable to the Class
        A(200[_]-[_]) Notes.

       

      [Section
        2.04                                Calculation
        Agent; Determination of LIBOR

       

      (a)         The
        Issuing Entity hereby agrees that for so long as any Class A(200[_]-[_])
        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 three-month
        period (or, if an Early Amortization Event or an Event of Default and
        acceleration of the Class A(200[_]-[_]) Notes shall have occurred, 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

    


    
      
        
        

      

      
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      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
        three-month period (or, if an Early Amortization Event or an Event of Default
        and acceleration of the Class A(200[_]-[_]) Notes shall have occurred, 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 three-month period (or, if an Early Amortization Event or an Event
        of
        Default and acceleration of the Class A(200[_]-[_]) Notes shall have occurred,
        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.

       

      (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(200[_]-[_]) 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(200[_]-[_]) 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(200[_]-[_]) Noteholders to receive payments from the
        Issuing Entity will terminate on the first Business Day following the Class
        A(200[_]-[_]) Termination Date.

    


    
      
        
        

      

      
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      Section
        2.06                                Form
        of Delivery of Class A(200[_]-[_]) Notes; Depository;
        Denominations.

       

      (a)         The
        Class A(200[_]-[_]) 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(200[_]-[_]) Notes shall be The Depository Trust
        Company, and the Class A(200[_]-[_]) Notes shall initially be registered
        in the
        name of Cede & Co., its nominee.

       

      (c)         The
        Class A(200[_]-[_]) 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(200[_]-[_]) Notes

       

      The
        Issuing Entity shall execute and deliver the Class A(200[_]-[_]) Notes to
        the
        Indenture Trustee for authentication, and the Indenture Trustee shall deliver
        the Class A(200[_]-[_]) 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(200[_]-[_]) 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(200[_]-[_]) 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.

       

      [Section
        2.09                                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(200[_]-[_]) Notes for so long as the Class A(200[_]-[_])
        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.

     

    
      	 	
              CHASE
                ISSUANCE TRUST

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	
              CHASE
                BANK USA, NATIONAL

            	 
	 	 	
              ASSOCIATION,

            	 
	 	 	
              as
                Beneficiary and not in its

            	 
	 	 	
              individual
                capacity

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 
	 	 	 	 
	 	 	 	 
	 	
              WELLS
                FARGO BANK, NATIONAL

            	 
	 	
              ASSOCIATION,
                as Indenture Trustee and

            	 
	 	
              Collateral
                Agent

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 


    

    


     

     

     

     

     

    
 

    Chase
      Issuance Trust

    CHASEseries
      Class [_](2007-[_]) Terms Document

    Signature
      Page