Trust Agreement



 Exhibit 4.2 
  
 TRUST AGREEMENT, dated as of October 21, 2005, between Chase Bank USA, National Association, as seller (the
“Seller”) and Wilmington Trust Company, a Delaware banking corporation, not in its individual capacity but solely as owner trustee (the “Owner Trustee”). The Seller and the Owner Trustee hereby agree as follows: 
  
 1. The trust created hereby shall be known as “Chase Auto Owner Trust
2005-B”, in which name the Owner Trustee may engage in the transactions contemplated hereby, make and execute contracts, and sue and be sued. 
  
 2. The Seller hereby assigns, transfers, conveys and sets over to the Owner Trustee the sum of $1. The Owner Trustee hereby acknowledges receipt of such
amount in trust from the Seller, which amount shall constitute the initial trust estate. The Owner Trustee hereby declares that it will hold the trust estate in trust for the Seller. It is the intention of the parties hereto that the Trust created
hereby constitute a statutory trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. §3801 et seq., and that this document constitutes the governing instrument of the Trust. The Owner Trustee is hereby authorized and
directed to execute and file a certificate of trust with the Delaware Secretary of State in the form attached hereto. 
  
 3. The Seller and the Owner Trustee will enter into an amended and restated Trust Agreement, satisfactory to each such party, to provide for the
contemplated operation of the Trust created hereby. Prior to the execution and delivery of such amended and restated Trust Agreement, the Owner Trustee shall not have any duty or obligation hereunder or with respect to the trust estate, except upon
the written direction of the Seller to take such action as determined by the Seller to be necessary to obtain prior to such execution and delivery any licenses, consents or approvals required by applicable law or otherwise. 
  
 4. This Trust Agreement may be executed in one or more counterparts.

  
 5. The Owner Trustee may resign upon thirty days prior notice
to the Seller. 







 IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to be duly executed by their
respective officers hereunto duly authorized, as of the day and year first above written. 
  

			
	CHASE BANK USA, NATIONAL ASSOCIATION,
as Seller
		
	By:	 	 /s/ Andrew T. Semmelman


	Name:	 	Andrew T. Semmelman
	Title:	 	Senior Vice President and
	 	 	Associate General Counsel


  

			
	 WILMINGTON TRUST COMPANY, as
 Owner
Trustee

		
	By:	 	 /s/ Michele C. Harra


	Name:	 	Michele C. Harra
	Title:	 	Financial Services Officer









 Attachment to the 
 Trust Agreement 
  
 CERTIFICATE OF
TRUST OF 
 Chase Auto Owner Trust 2005-B 
  
 This Certificate of Trust of Chase Auto Owner Trust 2005-B (the “Trust”) is being duly executed and filed by Wilmington Trust Company, a
Delaware banking corporation, as trustee, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C. §3801 et seq.) (the “Act”). 
  
 4. Name. The name of the statutory trust formed hereby is Chase Auto Owner Trust 2005-B. 
  
 5. Delaware Trustee. The name and business address of the trustee of
the Trust in the State of Delaware is Wilmington Trust Company, Rodney Square North, 1000 North Market Street, Wilmington, Delaware 19890-0001, Attn: Corporate Trust Administration. 
  
 6. Effective Date. This Certificate of Trust shall be effective upon filing. 
  
 IN WITNESS WHEREOF, the undersigned has duly executed this certificate in
accordance with the Act. 
  

			
	 WILMINGTON TRUST COMPANY, not
 in its
individual capacity but solely as
 trustee of the Trust

		
	 By:
	 	  


	 Name:
	 	 
	 Title: