chase_ex4-16.htm


    Exhibit
      4.16


    


    


    


    


    


    


    


    


    


     

    CHASE
      ISSUANCE TRUST

    as
      Issuing Entity

     

    


     

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

      dated
        as of [_____], 200[_]

    

    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 C(200[_]-[_]) Notes

            
	 	 	 
	
              Section
                2.01

            	
              Creation
                and Designation

            	
              5

            
	
              Section
                2.02

            	
              Interest
                Payment.

            	
              5

            
	
              Section
                2.03

            	
              [Calculation
                Agent; Determination of LIBOR

            	
              6

            
	
              Section
                2.04

            	
              Payments
                of Interest and Principal

            	
              7

            
	
              Section
                2.05

            	
              Targeted
                Amount to be on Deposit in the Class C Reserve
                Sub-Account.

            	
              7

            
	
              Section
                2.06

            	
              Form
                of Delivery of Class C(200[_]-[_]) Notes; Depository;
                Denominations

            	
              8

            
	
              Section
                2.07

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

            	
              8

            
	
              Section
                2.08

            	
              Supplemental
                Indenture

            	
              8

            
	
              [Section
                2.09

            	
              Appointment
                of co-Paying Agent and co-Transfer Agent

            	
              9

            


    

     

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

    
 

    
      THIS
        CLASS C(200[_]-[_]) TERMS DOCUMENT (this “Terms Document”), 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 [_____],
        200[_].

       

    

    Pursuant
      to this Terms Document, the Issuing Entity and the Indenture Trustee shall
      create a new Tranche of CHASEseries Class C 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 C(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 2.03(a).

     

    “Class
      C Reserve Account Percentage” means, for any Monthly Period, (i) zero, if
      the Quarterly Excess Spread Percentage for such Monthly Period is greater than
      or equal to 4.50%, (ii) 1.25%, if the Quarterly Excess Spread Percentage for
      such Monthly Period is less than 4.50% and greater than or equal to 4.00%,
      (iii)
      1.75%, if the Quarterly Excess Spread Percentage for such Monthly Period is
      less
      than 4.00% and greater than or equal to 3.50%, (iv) 2.75%, if the Quarterly
      Excess Spread Percentage is less than 3.50% and greater than or equal to 3.00%;
      (v) 4.00%, if the Quarterly Excess Spread Percentage for such Monthly Period
      is
      less than 3.00% and greater than or equal to 2.50%, (vi) 5.00%, if the Quarterly
      Excess Spread Percentage is less than 2.50% and greater than or equal to 2.00%,
      (vii) 6.00%, if the Quarterly Excess Spread Percentage for such Monthly Period
      is less than 2.00% and greater than or equal to 0.00% and (viii) 6.75%, if
      the
      Quarterly Excess Spread Percentage for such Monthly Period is less than
      0.00%.

     

    
      


      “Class
        C(200[_]-[_]) Note” means any Note, substantially in the form set forth in
        Exhibit A-3 to the Indenture Supplement, designated therein as a Class
        C(200[_]-[_]) Note and duly executed and authenticated in accordance with
        the
        Indenture.

       

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

       

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

       

    

    
      “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
        Amount for any Note

    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

      
        


        Transfer
          Date with respect to the Class C(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 [_____], 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 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.

         

      

    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      


      “Quarterly
        Excess Spread Percentage” means, for each Determination Date, the percentage
        equivalent of a fraction the numerator of which is the sum of the Excess
        Spread
        Percentages with respect to the immediately preceding three Monthly Periods
        and
        the denominator of which is three.

       

      “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
      1.02         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]

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      II

     

    THE
      CLASS C(200[_]-[_]) NOTES

     

    
      Section
        2.01                                Creation
        and Designation.  There is hereby created a Tranche of CHASEseries
        Class C Notes to be issued pursuant to the Indenture and the Indenture
        Supplement to be known as the “CHASEseries Class C(200[_]-[_])
        Notes.”

       

      Section
        2.02                                Interest
        Payment.

       

      (a)  For
        each Interest Payment Date, the amount of interest due with respect to the
        Class
        C(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
        C(200[_]-[_]) Notes determined as of the close of business on the Interest
        Payment Date preceding the related Note Transfer Date for the Class
        C(200[_]-[_]) Notes; provided, however, that for the first
        Interest Payment Date the amount of interest due with respect to the Class
        C(200[_]-[_]) Notes shall be [$_______] [an amount equal to the product of
        (x)
        the Outstanding Dollar Principal Amount of the Class C(200[_]-[_]) Notes
        on the
        Issuance Date, (y) [__] divided by 360 and (z) the Note Interest Rate in
        effect
        with respect to the Class C(200[_]-[_]) Notes determined on [_____],
        200[_].  Interest on the Class C(200[_]-[_]) Notes will be calculated
        on the basis of the actual number of days elapsed and] a 360-day yea [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 C(200[_]-[_]) Notes, the Indenture Trustee shall deposit
        into the Class C(200[_]-[_]) Interest Funding Sub-Account the portion of
        CHASEseries Available Finance Charge Collections allocable to the Class
        C(200[_]-[_]) Notes.  Calculation Agent; Determination of
        LIBOR.  The Issuing Entity hereby agrees that for so long as any
        Class C(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.

       

      (c)           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

    

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

      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.

    

     

    (d)         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.

     

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

     

    Section
      2.03         [Calculation
      Agent; Determination of LIBOR

     

    
      (a)         The
        Issuing Entity hereby agrees that for so long as any Class C(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 C(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 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
        C(200[_]-[_])

    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

      
        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
          C(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
          2.04                                Payments
          of Interest and Principal

         

        (a)                      Any
          installment of interest or principal, if any, payable on any Class C(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
          C(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 C(200[_]-[_]) Noteholders to receive payments from the
          Issuing Entity will terminate on the first Business Day following the Class
          C(200[_]-[_]) Termination Date.

         

        Section
          2.05                                Targeted
          Amount to be on Deposit in the Class C Reserve
          Sub-Account.

         

        (a)           The
          amount targeted, with respect to any Monthly Period, to be on deposit in
          the
          Class C Reserve Sub-Account for the Class C(200[_]-[_]) Notes on the Note
          Transfer Date in the immediately succeeding Monthly Period, will, on the
          issuance date, be zero and, thereafter, will be an amount equal to the
          product
          of (A) the Class C Reserve Account Percentage for such Monthly Period times
          (B)
          the Initial Outstanding Dollar Principal Amount of the
          CHASEseries Notes (exclusive of (x) any Class or Tranche of CHASEseries
          Notes
          which

      

    

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

      
        will
          be paid in full on the applicable Payment Date for such Class or Tranche
          of
          CHASEseries Notes in the immediately succeeding Monthly Period and (y)
          any Class
          or Tranche of CHASEseries Notes which will have a Nominal Liquidation Amount
          of
          zero on the applicable Payment Date for such Class or Tranche of CHASEseries
          Notes in the immediately succeeding Monthly Period) times (C) a fraction,
          the
          numerator of which is the Nominal Liquidation Amount of the Class C(200[_]-[_])
          Notes as of the close of business on the last day of such Monthly Period
          (exclusive of the amount deposited with respect to the Targeted Principal
          Deposit Amount on the applicable Note Transfer Date for such Tranche of
          CHASEseries Class C Notes in the next succeeding Monthly Period) and the
          denominator of which is the Nominal Liquidation Amount of all Class C Notes
          in
          the CHASEseries as of the close of business on the last day of such Monthly
          Period (exclusive of the amount deposited with respect to the Targeted
          Principal
          Deposit Amount on the applicable Note Transfer Date for all Tranches of
          CHASEseries Class C Notes in the next succeeding Monthly Period); provided
          however, that if an Early Redemption Event or Event of Default occurs with
          respect to the Class C(200[_]-[_]) Notes, the amount targeted to be on
          deposit
          will be the Initial Outstanding Dollar Principal Amount of the Class
          C(200[_]-[_]) notes.

         

        (b)         The
          Issuing Entity may change the percentage and methodology set forth above
          for
          calculating the amount targeted to be on deposit in the Class C Reserve
          Sub-Account for the Class C(200[_]-[_]) Notes 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 such percentage or formula 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
          2.06        Form of Delivery of Class
C(200[_]-[_]) Notes; Depository;
          Denominations.

         

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

         

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

         

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

      

    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

       

      
        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 C(200[_]-[_])
          Notes
          for so long as the Class C(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]

    

     

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    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 C(200[_]-[_]) Notes Terms Document

    Signature
      Page