EXHIBIT 10.1



 Exhibit 10.1 
 REASSIGNMENT NO. 9 OF RECEIVABLES (this “Reassignment”), dated as of October 10, 2007, by and between CHASE BANK USA, NATIONAL ASSOCIATION (formerly known as Chase Manhattan Bank USA, National
Association), a national banking association organized under the laws of the United States of America (the “Bank”), and THE BANK OF NEW YORK (DELAWARE), a banking corporation organized under the laws of the State of Delaware (the
“Trustee”), pursuant to the Pooling and Servicing Agreement referred to below. 
 W I T N E S S E T H: 
 WHEREAS, pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of March 14, 2006, as amended by the First Amendment
thereto, dated as of August 1, 2007, among the Bank, as Transferor and Servicer, and the Trustee (hereinafter as such agreement may have been, or may from time to time be, amended, supplemented or otherwise modified, the “Pooling and
Servicing Agreement”), and as indicated in the notice dated September 20, 2007 from the Bank to the Trustee (the “Notice”), the Bank wishes to remove all Receivables from certain designated Accounts of the Bank specified on
Schedule 1 hereto (the “Removed Accounts”) and to cause the Trustee to reconvey hereby the Receivables of such Removed Accounts, whether now existing or hereafter created, from the Trust to the Bank (as each such term is defined in
the Pooling and Servicing Agreement), as more fully described herein; and 
 WHEREAS, the Trustee is willing to accept such designation and
to reconvey the Receivables in the Removed Accounts subject to the terms and conditions hereof. 
 NOW THEREFORE, the Bank and the Trustee
hereby agree as follows: 
 1. Defined Terms. All terms defined in the Pooling and Servicing Agreement and used herein shall have such
defined meanings when used herein, unless otherwise defined herein. 
 “Removal Cut Off Date” shall mean, with respect to
the Removed Accounts, August 31, 2007. 
 “Removal Date” shall mean, with respect to the Removed Accounts designated
hereby, October 10, 2007. 
 “Removal Notice Date” shall mean, with respect to the Removed Accounts designated hereby,
September 20, 2007( which shall be a date on or prior to the fifth Business Day prior to the Removal Date). 
 2. Designation of Removed Accounts. The Bank shall deliver to the Trustee, not later than five Business Days after the Removal Date, a computer file or microfiche list containing a true and complete list of
each VISA® and MasterCard® account which as of the Removal Date shall be deemed to be a Removed Account, such accounts being
identified by account number and by the aggregate amount of Receivables in such accounts as of the close of business on the Removal Notice Date. The Removed 








 
Accounts shall be identified on Schedule 1 to this Reassignment and shall be incorporated into and made a part of this Reassignment as of the Removal
Date. 
 3. Conveyance of Receivables. The Trustee does hereby reconvey to the Bank, without recourse on and after the Removal Date,
all right, title and interest of the Trust in and to the Receivables now existing and hereafter created in the Removed Accounts identified on Schedule 1 hereto, all monies due or to become due with respect thereto (including all Finance
Charge Receivables) and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of such Receivables. 
 4.
Representations and Warranties of the Bank. The Bank hereby represents and warrants to the Trustee on behalf of the Trust as of the Removal Date: 
 (a) Legal, Valid and Binding Obligation. This Reassignment constitutes a legal, valid and binding obligation of the Bank enforceable against the Bank in accordance with its terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights in general and the rights of creditors of national banking
associations and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). 
 (b) Selection Procedures. No selection procedures believed by the Bank to be materially adverse to the interests of the Certificateholders were utilized in selecting the Removed Accounts to be removed from the
Trust and either (I) a random selection procedure was used by the Bank in selecting the Removed Accounts and only one such removal of randomly selected Accounts shall occur in the then current Monthly Period, (II) the Removed Accounts arose
pursuant to an affinity, private-label, agent-bank, co-branding or other arrangement with a third party that has been cancelled by such third party or has expired without renewal and which by its terms permits the third party to repurchase the
Accounts subject to such arrangement, upon such cancellation or non-renewal and the third party has exercised such repurchase right or (III) the Removed Accounts were selected using another method that will not preclude transfers of Receivables to
the Trust from being accounted for as sales under generally accepted accounting principles or prevent the Trust from continuing to qualify as a qualifying special purpose entity in accordance with SFAS 140. 
 5. Representations and Warranties of the Trustee. Since the date of the transfer by the Bank under the Pooling and Servicing Agreement, the
Trustee has not sold, transferred or encumbered any Receivable in any Removed Account or any interest therein. 
 6. Conditions
Precedent. The amendment of the Pooling and Servicing Agreement set forth in Section 7 hereof is subject to the satisfaction of the conditions set forth in Section 2.07 of the Pooling and Servicing Agreement on or prior to the dates
specified in Section 2.07, except to the extent any such conditions have not been 

  

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waived. For purposes of Section 2.07 of the Pooling and Servicing Agreement, “Removal Notice Date” shall have the meaning specified in
Section 1 hereof. 
 7. Amendment of the Pooling and Servicing Agreement. The Pooling and Servicing Agreement is hereby amended
to provide that all references therein to the “Pooling and Servicing Agreement,” “this Agreement” and “herein” shall be deemed from and after the Removal Date to be a dual reference to the Pooling and Servicing
Agreement as supplemented by this Reassignment. Except as expressly amended hereby, all of the representations, warranties, terms, covenants and conditions of the Pooling and Servicing Agreement shall remain unamended and shall continue to be, and
shall remain, in full force and effect in accordance with its terms and except as expressly provided herein shall not constitute or be deemed to constitute a waiver of compliance with or a consent to non-compliance with any term or provision of the
Pooling and Servicing Agreement. 
 8. Counterparts. This Reassignment may be executed in multiple counterparts, and by different
parties on separate counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. 
 9. Governing Law. THIS REASSIGNMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS. 
 10. Authorization. The Trustee hereby authorizes Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”) to file any financing
statements or continuation statements, and amendments to financing statements, in any jurisdictions and with any filing offices as Skadden may determine, in its sole discretion, are necessary or advisable to perfect the conveyance to the Bank
pursuant to Section 3 hereof. Such financing statements may describe the collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as Skadden may
determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to the Bank in connection herewith, including, without limitation, describing such property as
“all assets” or “all personal property.” 
  

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 IN WITNESS WHEREOF, the undersigned have caused this Reassignment of Receivables to be duly executed and
delivered by their respective duly authorized officers on the day and year first above written. 
  

			
	 CHASE BANK USA, NATIONAL
 ASSOCIATION, as
Transferor

		
	By:	 	 /s/ Keith W. Schuck

	Name:	 	Keith W. Schuck
	Title:	 	President
	
	 THE BANK OF NEW YORK (DELAWARE),
 as Trustee
of First USA Credit Card Master Trust

		
	By:	 	 /s/ Vincent E. Sampson

	Name:	 	Vincent E. Sampson
	Title:	 	President


 Acknowledged by: 
  

			
	 CHASE BANK USA, NATIONAL
 ASSOCIATION, as
Servicer

		
	By:	 	 /s/ Keith W. Schuck

	Name:	 	Keith W. Schuck
	Title:	 	President

 First USA Credit Card Master Trust 
 Reassignment No. 9 of Receivables 







 Schedule 1 
 to Reassignment  
 No. 9 of Receivables 
 REMOVED ACCOUNTS 
 [Delivered to the
Trustee]