CHASE ISSUANCE TRUST CHASESERIES CLASS A(2008-5) NOTES TERMS AGREEMENT

Exhibit 1.1

CHASE ISSUANCE TRUST

CHASESERIES

CLASS A(2008-5) NOTES

TERMS AGREEMENT

 

 

To:	CHASE BANK USA, NATIONAL ASSOCIATION (the “Bank”)

 

Re:	Underwriting Agreement dated January 31, 2008

Series Designation: CHASEseries

Underwriters:

The Underwriters named on Schedule I attached hereto are the “Underwriters” for the purpose of this Terms Agreement (this “Agreement”) and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein in its entirety and made a part hereof.

Terms of the Class A(2008-5) Notes:

 

Initial Principal Amount		Interest Rate or Formula		Price to Public
$1,225,000,000		One-month LIBOR plus 0.90% per annum		100.00%

Interest Payment Dates: The 15^th of each month or if that day is not a Business Day, as defined in the Indenture, the next succeeding Business Day, commencing May 15, 2008.

Note Ratings: “AAA” by Standard & Poor’s Rating Services and Fitch, Inc. and “Aaa” by ▇▇▇▇▇’▇ Investors Service, Inc.

Indenture: The Third Amended and Restated Indenture, dated as of December 19, 2007, between Chase Issuance Trust, as Issuing Entity, and ▇▇▇▇▇ Fargo Bank, National Association, as Indenture Trustee, and acknowledged and accepted by the Bank, as Servicer.

Asset Pool One Supplement: The Second Amended and Restated Asset Pool One Supplement, dated as of December 19, 2007, between Chase Issuance Trust, as Issuing Entity, and ▇▇▇▇▇ Fargo Bank, National Association, as Indenture Trustee and Collateral Agent, and acknowledged and accepted by the Bank, as Transferor, Servicer and Administrator.

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Indenture Supplement: The Amended and Restated CHASEseries Indenture Supplement, dated as of October 15, 2004, between Chase Issuance Trust, as Issuing Entity, and ▇▇▇▇▇ Fargo Bank, National Association, as Indenture Trustee and Collateral Agent.

Terms Document: The Class A(2008-5) Terms Document, dated as of April 3, 2008, between Chase Issuance Trust, as Issuing Entity, and ▇▇▇▇▇ Fargo Bank, National Association, as Indenture Trustee and Collateral Agent.

Transfer and Servicing Agreement: The Third Amended and Restated Transfer and Servicing Agreement, dated as of December 19, 2007, among the Bank, as Transferor, Servicer and Administrator, Chase Issuance Trust, as Issuing Entity, and ▇▇▇▇▇ Fargo Bank, National Association, as Indenture Trustee and Collateral Agent.

First USA Pooling and Servicing Agreement: The Third Amended and Restated Pooling and Servicing Agreement, dated as of December 19, 2007, between the Bank, as Transferor and Servicer, and BNYM (Delaware) (formerly known as The Bank of New York (Delaware)), as trustee (the “FUSA Master Trust Trustee”).

First USA Series Supplement: The Amended and Restated Series 2002-CC Supplement, dated as of October 15, 2004, between the Bank, as Transferor and Servicer, and the FUSA Master Trust Trustee.

Chase Pooling and Servicing Agreement: The Fifth Amended and Restated Pooling and Servicing Agreement, dated as of December 19, 2007, between the Bank, as Transferor and Servicer and The Bank of New York, as Trustee for the Chase Credit Card Master Trust (the “Chase Master Trust Trustee”) and paying agent.

Chase Series Supplement: The Series 2004-CC Supplement, dated as of October 20, 2004, between the Bank, as Transferor and Servicer, and the Chase Master Trust Trustee.

Purchase Price:

The purchase price payable by the Underwriters for the Notes covered by this Agreement will be the following percentage of the principal amounts to be issued:

Per Class A(2008-5) Notes: 99.90%

Registration Statement: 333-145109.

Underwriting Discounts and Commissions, Selling Concessions and Reallowance:

The Underwriters’ discounts and commissions, the selling concessions that the Underwriters may allow to certain dealers, and the discounts that such dealers may reallow to certain other dealers, each expressed as a percentage of the principal amount of the Class A(2008-5) Notes, shall be as follows:

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Underwriting Discounts and Commissions		Selling Concessions		Reallowance
0.10%		0.06%		0.03%

Underwriters’ Information: The information furnished by the Underwriters through the Representative for purposes of subsection 8(b) of the Underwriting Agreement consists of the chart and the third and seventh paragraphs under the heading “Underwriting” in the Prospectus Supplement.

Most Recent Quarterly Filing Date: January 31, 2008.

Closing Date: Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended, the Underwriters, the Bank and the Issuing Entity hereby agree that the Closing Date shall be April 3, 2008, 10:30 a.m., New York Time.

Applicable Time: 11:00 a.m. (New York Time) on March 28, 2008

Location of Closing: Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.

Payment for the Notes:

The Underwriters agree, severally and not jointly, subject to the terms and provisions of the above referenced Underwriting Agreement which is incorporated herein in its entirety and made a part hereof, to purchase the respective principal amounts of the above referenced Series of Notes set forth opposite their names on Schedule I hereto.

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Accepted:
CHASE BANK USA, NATIONAL ASSOCIATION
By:		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name:		▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:		President
CHASE ISSUANCE TRUST
By:		CHASE BANK USA, NATIONAL ASSOCIATION,
		not in its individual capacity but solely as Beneficiary on behalf of the Issuing Entity
By:		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name:		▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:		President

Chase Issuance Trust

CHASEseries Class A(2008-5) Terms Agreement

Signature Page

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SCHEDULE I

UNDERWRITERS

$1,225,000,000 Principal Amount of CHASEseries Class A(2008-5) Notes

 

		Principal Amount
▇.▇. ▇▇▇▇▇▇ Securities Inc.		$	408,334,000
▇▇▇▇▇▇ Brothers Inc.		$	408,333,000
Greenwich Capital Markets, Inc.		$	408,333,000
Total		$	1,225,000,000

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ANNEX I

TIME OF SALE INFORMATION

•      Preliminary Prospectus Supplement, dated as of March 27, 2008.

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ANNEX II

ISSUER FREE WRITING PROSPECTUSES

•      Class A(2008-5) Transaction Summary dated March 28, 2008