Class B(2005-2) Terms Document



 Exhibit 4.1 
  
 CHASE ISSUANCE TRUST 
 as Issuer 
  
 CLASS
B(2005-2) TERMS DOCUMENT 
 dated as of July 29, 2005 
  
 to 
  
 AMENDED AND RESTATED 
 CHASESERIES
INDENTURE SUPPLEMENT 
 dated as of October 15, 2004 
  
 to 
  
 AMENDED AND RESTATED 
 INDENTURE

 dated as of October 15, 2004 
  
 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	  	3
	Section 1.03	  	Counterparts	  	3
	Section 1.04	  	Ratification of Indenture and Indenture Supplement	  	4
	
	ARTICLE II The Class B(2005-2) 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	  	6
	Section 2.04	  	Payments of Interest and Principal	  	6
	Section 2.05	  	Form of Delivery of Class B(2005-2) Notes; Depository; Denominations	  	7
	Section 2.06	  	Delivery and Payment for the Class B(2005-2) Notes	  	7
	Section 2.07	  	Supplemental Indenture	  	7
	Section 2.08	  	Appointment of co-Paying Agent and co-Transfer Agent	  	7










 THIS CLASS B(2005-2) 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 “Issuer”), 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 July 29, 2005. 
  
 Pursuant to this Terms Document, the Issuer and the Indenture Trustee shall
create a new Tranche of CHASEseries Class B 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) 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 B(2005-2) Notes and no other Tranche of CHASEseries
Notes issued by the Issuer. 
  
 “Asset Pool
Supplement” means the Amended and Restated Asset Pool One Supplement to the Indenture, dated as of October 15, 2004, as amended by the First Amendment thereto, dated as of May 10, 2005, by and among the Issuer, 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 Issuer. 
  
 “Class B(2005-2) Adverse Event” means the occurrence of any of the following: (a) an Early Amortization Event with respect to the Class B(2005-2) Notes, (b) an Event of Default and acceleration of the
Class B(2005-2) Notes or (c) the Class B Usage of the Class C Required Subordinated Amount for the Class B(2005-2) Notes becomes greater than zero. 
  
 “Class B(2005-2) Note” means any Note, substantially in the form set forth in Exhibit A-2 to the Indenture Supplement, designated therein
as a Class B(2005-2) Note and duly executed and authenticated in accordance with the Indenture. 
  
 “Class B(2005-2) Noteholder” means a Person in whose name a Class B(2005-2) Note is registered in the Note Register. 
  
 “Class B(2005-2) Termination Date” means the earliest to
occur of (a) the Principal Payment Date on which the Outstanding Dollar Principal Amount of the Class B(2005-2) 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 B Required Subordinated
Amount of Class C Notes” is defined in Section 2.02. 
  
 “Controlled Accumulation Amount” means $50,000,000; 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 B(2005-2) Notes will be the amount specified in the definition of “Controlled Accumulation Amount” in the Indenture Supplement. 
  
 “Indenture” means the Amended and Restated Indenture, dated
as of October 15, 2004, between the Issuer and the Indenture Trustee. 
  

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 “Indenture Supplement” means the Amended and Restated CHASEseries Indenture Supplement,
dated as of October 15, 2004, among the Issuer, the Indenture Trustee and the Collateral Agent. 
  
 “Initial Dollar Principal Amount” means $600,000,000. 
  
 “Interest Payment Date” means August 15, 2005 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 July 29, 2005. 
  
 “Legal Maturity Date” means December 15, 2010. 
  
 “Note Interest Rate” means a rate per annum equal to 4.52%. 
  
 “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. 
  
 “Scheduled Principal Payment Date” means October 15, 2008. 
  
 “Stated Principal Amount” means $600,000,000. 
  
 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. 
  

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 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 B(2005-2) Notes 
  
 Section 2.01 Creation and Designation. There is hereby created a Tranche of CHASEseries Class B Notes to be issued pursuant to the Indenture and
the Indenture Supplement to be known as the “CHASEseries Class B(2005-2) Notes.” 
  
 Section 2.02 Specification of Required Subordinated Amount and Other Terms. For the Class B(2005-2) Notes, for any date of determination, the Class B Required Subordinated Amount of Class C Notes will be an
amount equal to: 
  
 (a) for any date of determination prior to
the occurrence of a Class B(2005-2) Adverse Event, the product of 
  
 (1) the sum of 
  
 (i) a fraction (x) the numerator of which is equal to the sum of the Class A Required Subordinated Amount of Class C Notes on such date of determination for all outstanding Tranches of CHASEseries Class A Notes for which the Class A
Required Subordinated Amount of Class B Notes on such date of determination is greater than zero and (y) the denominator of which is equal to the Adjusted Outstanding Dollar Principal Amount on such date of determination of all outstanding
CHASEseries Class B Notes (including the Class B(2005-2) Notes), and 
  
 (ii) the product of (x) 7.23861% and (y) a fraction (A) the numerator of which is equal to (1) the Adjusted Outstanding Dollar Principal Amount on such date of determination of all outstanding CHASEseries Class B
Notes (including the Class B(2005-2) Notes) minus (2) the Class A Required Subordinated Amount of Class B Notes on such date of determination for all outstanding Tranches of CHASEseries Class A Notes for which the Class A Required Subordinated
Amount of Class B Notes is greater than zero; provided, however, that such numerator shall not be less than zero and (B) the denominator of which is equal to the Adjusted Outstanding Dollar Principal Amount on such date of
determination of all outstanding CHASEseries Class B Notes (including the Class B(2005-2) Notes), and 
  
 (2) the Adjusted Outstanding Dollar Principal Amount on such date of determination of the Class B(2005-2) Notes; and 
  
 (b) for any date of determination on and after the date on which a Class
B(2005-2) Adverse Event shall have occurred, the greater of (1) the amount determined in subsection 2.02(a) for such date of determination and (2) the amount determined in subsection 2.02(a) for the date immediately prior to the date on which such
Class B(2005-2) Adverse Event shall have occurred. 
  

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 The Issuer may change the percentage set forth in subsection 2.02(a)(1)(ii)(x), above, or the formula set
forth in clause (a), above, without the consent of any Noteholder so long as the Issuer has (i) received written confirmation from each Note Rating Agency that has rated any Outstanding Notes of the CHASEseries that the change in such percentage or
formula will not result in a Ratings Effect with respect to any Outstanding Class B(2005-2) Notes and (ii) delivered to the Indenture Trustee and the Note Rating Agencies a Master Trust Tax Opinion and an Issuer Tax Opinion. 
  
 Section 2.03 Interest Payment. 
  
 (a) For each Interest Payment Date, the amount of interest due with respect
to the Class B(2005-2) Notes shall be an amount equal to one-twelfth the product of (i) the Note Interest Rate, times (ii) the Outstanding Dollar Principal Amount of the Class B(2005-2) Notes determined as of the close of business on the
Interest Payment Date preceding the related Note Transfer Date for the Class B(2005-2) Notes; provided, however, that for the first Interest Payment Date, the amount of interest due with respect to the Class B(2005-2) Notes is
$1,205,333.33. Interest on the Class B(2005-2) Notes will be calculated on the basis of 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 B(2005-2) Notes, the Indenture Trustee
shall deposit into the Class B(2005-2) Interest Funding Sub-Account the portion of CHASEseries Available Finance Charge Collections allocable to the Class B(2005-2) Notes. 
  
 Section 2.04 Payments of Interest and Principal. 
  
 (a) Any installment of interest or principal, if any, payable on any Class B(2005-2) Note which is punctually paid or duly
provided for by the Issuer 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 B(2005-2) 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 B(2005-2) Noteholders to receive payments from
the Issuer will terminate on the first Business Day following the Class B(2005-2) Termination Date. 
  

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 Section 2.05 Form of Delivery of Class B(2005-2) Notes; Depository; Denominations. 
  
 (a) The Class B(2005-2) 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 B(2005-2) Notes shall be The Depository Trust Company, and the Class B(2005-2) Notes shall initially be registered in the name of Cede & Co., its nominee. 
  
 (c) The Class B(2005-2) Notes will be issued in minimum denominations of
$1,000 and integral multiples of that amount. 
  
 Section 2.06
Delivery and Payment for the Class B(2005-2) Notes. The Issuer shall execute and deliver the Class B(2005-2) Notes to the Indenture Trustee for authentication, and the Indenture Trustee shall deliver the Class B(2005-2) Notes when
authenticated, each in accordance with Section 3.03 of the Indenture. 
  
 Section 2.07 Supplemental Indenture. The Issuer may enter into a supplemental indenture with respect to the Class B(2005-2) 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 B(2005-2) Notes shall, in addition to the requirements set forth in Section 9.01 of the Indenture, require confirmation from the Note Rating Agencies
that have rated any Outstanding Notes of the CHASEseries that such change in credit enhancement will not result in a Ratings Effect with respect to any Outstanding Notes of the CHASEseries. 
  
 Section 2.08 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 B(2005-2) Notes for so long as the Class B(2005-2) 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:	 	 /s/ Keith Schuck


	Name:	 	Keith Schuck
	Title:	 	President


  

			
	 WELLS FARGO BANK, NATIONAL
 ASSOCIATION, as
Indenture Trustee and
 Collateral Agent

		
	By:	 	 /s/ Cheryl Zimmerman


	Name:	 	Cheryl Zimmerman
	Title:	 	Assistant Vice President