CHASE ISSUANCE TRUST CHASESERIES CLASS A(2011-1) NOTES TERMS AGREEMENT

Contract Categories: Business Finance - Note Agreements
EX-1.1 2 dex11.htm EXHIBIT 1.1 Exhibit 1.1

Exhibit 1.1

CHASE ISSUANCE TRUST

CHASESERIES

CLASS A(2011-1) NOTES

TERMS AGREEMENT

Dated: March 31, 2011                            

 

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

 

Re: Underwriting Agreement dated February 1, 2011

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(2011-1) Notes:

 

Initial

Principal

Amount

 

Interest

Rate or Formula

 

Price to

Public

$500,000,000  

One-month LIBOR plus

0.19% per annum

  100.0000%

Interest Payment Dates: The 15th of each month or if that day is not a Business Day, as defined in the Indenture, the next succeeding Business Day, commencing May 16, 2011.

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


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

Terms Document: The Class A(2011-1) Terms Document, dated as of April 7, 2011, between Chase Issuance Trust, as Issuing Entity, and Wells 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 Wells Fargo Bank, National Association, as Indenture Trustee and Collateral Agent, as amended.

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 BNY Mellon Trust of 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.

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(2011-1) Notes: 99.8000%

Registration Statement: 333-170794.

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(2011-1) Notes, shall be as follows:

 

Underwriting

Discounts and

Commissions

 

Selling

Concessions

 

Reallowance

0.2000%   0.1200%   0.0600%

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: February 1, 2011.

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 7, 2011 10:30 a.m., New York Time.

Applicable Time: 4:45 p.m. (New York Time) on March 31, 2011

Location of Closing: Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036.

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.


J.P. MORGAN SECURITIES LLC

As Representative of the

            Underwriters named in

            Schedule I hereto

By:           /s/ R. Eric Wiedelman
  Name:     R. Eric Wiedelman
  Title:     Managing Director

Accepted:

 

CHASE BANK USA, NATIONAL ASSOCIATION
By:   /s/ Keith W. Schuck
  Name:   Keith W. Schuck
  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/ Keith W. Schuck
  Name:   Keith W. Schuck
  Title:   President

Chase Issuance Trust

CHASEseries Class A(2011-1) Terms Agreement

Signature Page


SCHEDULE I

UNDERWRITERS

$500,000,000 Principal Amount of CHASEseries Class A(2011-1) Notes

 

     Principal Amount  

J.P. Morgan Securities LLC

   $ 125,000,000   
Credit Suisse Securities (USA) LLC    $ 125,000,000   

Deutsche Bank Securities Inc.

   $ 125,000,000   

RBC Capital Markets, LLC

   $ 125,000,000   
        

Total

   $ 500,000,000   
        


ANNEX I

TIME OF SALE INFORMATION

 

•    Preliminary Prospectus Supplement, dated as of March 31, 2011


ANNEX II

ISSUER FREE WRITING PROSPECTUSES

 

•    Class A(2011-1) Transaction Summary, dated March 31, 2011

•    Ratings Issuer Free Writing Prospectus, dated March 31, 2011