0001193125-11-163488.txt : 20110613 0001193125-11-163488.hdr.sgml : 20110613 20110613105449 ACCESSION NUMBER: 0001193125-11-163488 CONFORMED SUBMISSION TYPE: 424B2 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110613 DATE AS OF CHANGE: 20110613 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHASE BANK USA, NATIONAL ASSOCIATION CENTRAL INDEX KEY: 0000869090 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 222382028 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B2 SEC ACT: 1933 Act SEC FILE NUMBER: 333-170794 FILM NUMBER: 11907437 BUSINESS ADDRESS: STREET 1: WHITE CLAY CENTER BUILDING 200 STREET 2: ROUTE 273 CITY: NEWARK STATE: DE ZIP: 19711 BUSINESS PHONE: 3025755000 MAIL ADDRESS: STREET 1: WHITE CLAY CENTER BUILDING 200 STREET 2: ROUTE 273 CITY: NEWARK STATE: DE ZIP: 19711 FORMER COMPANY: FORMER CONFORMED NAME: CHASE BANK USA DATE OF NAME CHANGE: 20050316 FORMER COMPANY: FORMER CONFORMED NAME: CHASE MANHATTAN BANK USA DATE OF NAME CHANGE: 19950307 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST USA CREDIT CARD MASTER TRUST CENTRAL INDEX KEY: 0000890493 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 222382028 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B2 SEC ACT: 1933 Act SEC FILE NUMBER: 333-170794-02 FILM NUMBER: 11907439 BUSINESS ADDRESS: STREET 1: 201 NORTH WALNUT ST STREET 2: CHASE BANK USA, NATIONAL ASSOCIATION CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 3025944000 MAIL ADDRESS: STREET 1: 201 N WALNUT ST STREET 2: DE1-1001 CITY: WILMINGTON STATE: DE ZIP: 19801 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHASE ISSUANCE TRUST CENTRAL INDEX KEY: 0001174821 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 222382028 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B2 SEC ACT: 1933 Act SEC FILE NUMBER: 333-170794-01 FILM NUMBER: 11907438 BUSINESS ADDRESS: STREET 1: 201 N. WALNUT STREET 2: DE1-1001 CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 3025944000 MAIL ADDRESS: STREET 1: 201 N. WALNUT ST STREET 2: DE1-1001 CITY: WILMINGTON STATE: DE ZIP: 19801 FORMER COMPANY: FORMER CONFORMED NAME: BANK ONE ISSUANCE TRUST DATE OF NAME CHANGE: 20020604 424B2 1 d424b2.htm 424(B)(2) 424(b)(2)
Table of Contents

Filed Pursuant to Rule 424(b)(2)
Registration No. 333-170794

Prospectus Supplement dated June 10, 2011

(to Prospectus dated May 2, 2011)

 

Chase Issuance Trust

Issuing Entity

Chase Bank USA, National Association

Sponsor, Depositor, Originator, Administrator and Servicer

 

CHASEseries

$500,000,000 Class A(2011-2) Notes

 

The issuing entity will issue and sell:   

Class A(2011-2) Notes

Principal amount

    $500,000,000

Interest rate

    One-month LIBOR plus 0.09% per annum

Interest payment dates

    15th day of each month, beginning July 15, 2011

Scheduled principal payment date

    May 15, 2013

Legal maturity date

    May 15, 2015

Expected issuance date

    June 17, 2011

Price to public

    $500,000,000 (or 100.0000%)

Underwriting discount

    $1,000,000 (or 0.2000%)

Proceeds to the issuing entity

    $499,000,000 (or 99.8000%)

 

The Class A(2011-2) notes are a tranche of the Class A notes of the CHASEseries.

 

For a description of how the interest rate for the Class A(2011-2) notes is determined see “Transaction Summary” and “Glossary” in this prospectus supplement and “Summary—Interest” in the accompanying prospectus.

 

The assets of the issuing entity include:

  •   Credit card receivables that arise in certain revolving credit card accounts owned by Chase Bank USA, National Association;
  •   The collateral certificate, Series 2002-CC, issued by the First USA Credit Card Master Trust; and
  •   The collection account, the excess funding account and any other supplemental accounts, including the interest funding account and the principal funding account.

 

The assets of the issuing entity may include in the future:

•   One or more additional collateral certificates issued by credit card master trusts or other securitization special purpose entities whose assets consist primarily of credit card receivables arising in revolving credit card accounts owned by Chase Bank USA, National Association or by one of its affiliates; and
•   Additional credit card receivables that arise in revolving credit card accounts owned by Chase Bank USA, National Association or by one of its affiliates.

 

Enhancement for the Class A(2011-2) notes is provided in the form of outstanding subordinated notes as described in “Transaction Summary” in this prospectus supplement and in “Summary—Subordination, Credit Enhancement” in the accompanying prospectus.

 

Neither the SEC nor any state securities commission has approved the Class A(2011-2) notes or determined that this prospectus supplement or the accompanying prospectus is truthful, accurate or complete. Any representation to the contrary is a criminal offense.

 

Underwriters

 

J.P. Morgan    
 

BofA Merrill Lynch

  
   

RBS

You should consider the discussion under “Risk Factors” beginning on page 11 of the accompanying prospectus before you purchase any notes.

 

The notes are obligations of the issuing entity only and are not interests in or obligations of Chase Bank USA, National Association, any of its affiliates or any other person or entity.

 

The notes are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality.

Table of Contents

Table of Contents

 

     Page  

Important Notice about Information Presented in this Prospectus Supplement and the Accompanying Prospectus

     ii   

Transaction Summary

      iii   

Use of Proceeds

      S-1   

Underwriting

      S-2   

Recent Developments Regarding the Owner Trustee

     S-4   

 

     Page  

Glossary

      S-5   

Annex I Other Outstanding Classes and Tranches

      A-I-1   

Annex II Outstanding First USA Master Trust Series

      A-II-1   

 

i

Table of Contents

Important Notice about Information Presented in this

Prospectus Supplement and the Accompanying Prospectus

 

We provide information to you about the CHASEseries notes in two separate documents that progressively provide more detail: (a) this prospectus supplement, which will describe the specific terms of the Class A(2011-2) notes and (b) the accompanying prospectus, which provides specific information about the CHASEseries notes and general information about all of the notes that may be issued by the issuing entity, some of which may not apply to the Class A(2011-2) notes, and financial and other information about the issuing entity’s assets.

 

This prospectus supplement may be used to offer and sell the Class A(2011-2) notes only if accompanied by the prospectus.

 

This prospectus supplement may supplement disclosure in the accompanying prospectus. If the terms of the Class A(2011-2) notes vary between this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement.

 

You should rely only on the information provided in this prospectus supplement and the accompanying prospectus including the information incorporated by reference. We have not authorized anyone to provide you with different information. We are not offering the Class A(2011-2) notes in any state where the offer is not permitted. We do not claim the accuracy of the information in this prospectus supplement or the accompanying prospectus as of any date other than the dates stated on their respective covers.

 

We include cross-references in this prospectus supplement and in the accompanying prospectus to captions in these materials where you can find further related discussions. The Table of Contents in this prospectus supplement and in the accompanying prospectus provide the pages on which these captions are located.

 

 

 

ii

Table of Contents

Transaction Summary

 

Issuing Entity:

    Chase Issuance Trust

Sponsor, Depositor, Originator, Administrator and Servicer:

    Chase Bank USA, National Association or “Chase USA”

Owner Trustee:

    Wilmington Trust Company

Indenture Trustee and Collateral Agent:

    Wells Fargo Bank, National Association

Expected Issuance Date:

    June 17, 2011

Annual Servicing Fee:

    1.5%

Clearance and Settlement:

    DTC/Clearstream/Euroclear

Trust Assets:

    The First USA Master Trust collateral certificate, receivables originated in MasterCard® and VISA® accounts, including recoveries on charged-off receivables and interchange

Notes Offered by this Prospectus Supplement:

    Class A(2011-2)

Principal Amount:

    $500,000,000

Enhancement:

    subordination of the Class B notes and the Class C notes

Class A Required Subordinated Amount of Class C Notes:

    8.13953% of the adjusted outstanding dollar principal amount of the Class A(2011-2) notes

Class A Required Subordinated Amount of Class B Notes:

    8.13953% of the adjusted outstanding dollar principal amount of the Class A(2011-2) notes

Aggregate Outstanding Dollar Principal Amount of CHASEseries notes on Expected Issuance Date (including the Class A(2011-2) notes):

    $38,220,000,000

Aggregate Outstanding Dollar Principal Amount of Class A notes on Expected Issuance Date (including the Class A(2011-2) notes):

    $31,725,000,000

Aggregate Outstanding Dollar Principal Amount of Class B notes on Expected Issuance Date:

    $3,260,000,000

Aggregate Outstanding Dollar Principal Amount of Class C notes on Expected Issuance Date:

    $3,235,000,000

Interest Rate:

    One-month LIBOR plus 0.09% per annum

Initial LIBOR Determination Date:

    June 15, 2011*

Interest Accrual Method:

    actual/360

Interest Payment Dates:

    monthly on the 15th (unless the 15th is not a business day, in which case it will be the next business day)

First Interest Payment Date:

    July 15, 2011

Scheduled Commencement of Accumulation Period:

    May 1, 2012

Scheduled Principal Payment Date:

    May 15, 2013

Legal Maturity Date:

    May 15, 2015

Price to Public:

    $500,000,000 (or 100.0000%)

Underwriting Discount:

    $1,000,000 (or 0.2000%)

Net proceeds from the sale of the Class A(2011-2) notes net of estimated expenses:

    $498,825,000 (or 99.7650%)

CUSIP/ISIN:

    161571EY6/US161571EY62

 

*  

For a description of LIBOR and LIBOR Determination Date, see “Glossary” on page S-5.

 

iii

Table of Contents

Use of Proceeds

 

The proceeds from the sale of the Class A(2011-2) notes offered by this prospectus supplement will be used to make deposits to the Class C reserve subaccounts for outstanding Class C notes in an aggregate amount of $7,500,000 and the remaining proceeds, in the amount of $491,500,000 before deduction of issuance expenses, will be paid to Chase USA. The estimated expenses are $175,000. Therefore, the proceeds, net of the deposits to the Class C reserve subaccounts and issuance expenses, will be approximately $491,325,000. Chase USA will use the remaining net proceeds for its general corporate purposes.

 

S-1

Table of Contents

Underwriting

 

Subject to the terms and conditions of the underwriting agreement for the offered notes, the issuing entity has agreed to sell to each of the underwriters named below, and each of those underwriters has severally agreed to purchase, the principal amount of the offered notes opposite its name:

 

Underwriters

    Principal Amount  

J.P. Morgan Securities LLC

    $ 166,800,000   

Merrill Lynch, Pierce, Fenner & Smith Incorporated

      166,600,000   

RBS Securities Inc. 

      166,600,000   
        

Total

    $ 500,000,000   
        

 

The several underwriters have agreed, subject to the terms and conditions of the underwriting agreement, to purchase all $500,000,000 aggregate principal amount of the offered notes if any of the offered notes are not purchased.

 

The underwriters have advised the issuing entity that the several underwriters propose initially to offer the offered notes to the public at the public offering price on the cover page of this prospectus supplement, and to certain dealers at that public offering price less a concession not in excess of 0.1200% of the principal amount of the offered notes. The underwriters may allow, and those dealers may reallow to other dealers, a concession not in excess of 0.0600% of the principal amount.

 

After the public offering, the public offering price and other selling terms may be changed by the underwriters.

 

Each underwriter of the offered notes has represented and agreed that:

 

  •  

it has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 with respect to anything done by it in relation to the offered notes in, from or otherwise involving the United Kingdom; and

 

  •  

it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) received by it in connection with the issue or sale of any offered notes in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 does not apply to the issuing entity.

 

In connection with the sale of the offered notes, the underwriters may engage in:

 

  •  

over-allotments, in which members of the syndicate selling the offered notes sell more notes than the issuing entity actually sold to the syndicate, creating a syndicate short position;

 

  •  

stabilizing transactions, in which purchases and sales of the offered notes may be made by the members of the selling syndicate at prices that do not exceed a specified maximum;

 

  •  

syndicate covering transactions, in which members of the selling syndicate purchase the offered notes in the open market after the distribution has been completed in order to cover syndicate short positions; and

 

  •  

penalty bids, by which the underwriter reclaims a selling concession from a syndicate member when any of the offered notes originally sold by that syndicate member are purchased in a syndicate covering transaction to cover syndicate short positions.

 

S-2

Table of Contents

These stabilizing transactions, syndicate covering transactions and penalty bids may cause the price of the offered notes to be higher than it would otherwise be. These transactions, if commenced, may be discontinued at any time.

 

The issuing entity and Chase USA will, jointly and severally, indemnify the underwriters against certain liabilities, including liabilities under applicable securities laws, or contribute to payments the underwriters may be required to make in respect of those liabilities. The issuing entity’s obligation to indemnify the underwriters will be limited to available finance charge collections after making all required payments and required deposits under the indenture.

 

The issuing entity will receive proceeds of $499,000,000 from the sale of the offered notes. This amount represents 99.8000% of the principal amount of those notes. The issuing entity will receive this amount net of the underwriting discount of $1,000,000. The underwriting discount represents 0.2000% of the principal amount of those notes. Deposits will be made to Class C reserve subaccounts for outstanding Class C notes in an aggregate amount of $7,500,000. Additional issuance expenses are estimated to be $175,000. The issuing entity will pay these proceeds to Chase USA which will use the proceeds as described in “Use of Proceeds” in this prospectus supplement.

 

J.P. Morgan Securities LLC is a wholly owned subsidiary of JPMorgan Chase & Co. and an affiliate of Chase USA and of JPMorgan Chase Bank, National Association.

 

S-3

Table of Contents

Recent Developments Regarding the Owner Trustee

 

Wilmington Trust Corporation, the parent of Wilmington Trust Company, announced on November 1, 2010, that it entered into a merger agreement with M&T Bank Corporation, a New York corporation, and MTB One, Inc., a Delaware corporation and wholly-owned subsidiary of M&T Bank Corporation, pursuant to which MTB One, Inc. would be merged with and into Wilmington Trust Corporation, with Wilmington Trust Corporation surviving the merger as a wholly-owned subsidiary of M&T Bank Corporation. The merger closed and became effective on May 16, 2011.

 

Prior to the merger, in a letter dated March 31, 2011, Wilmington Trust Company delivered a notice of resignation as owner trustee due to a downgrade in its rating from Standard & Poor’s Ratings Services – referred to in this prospectus supplement as Standard & Poor’s – but acknowledged that it would continue as owner trustee and the resignation would not become effective until the appointment of a successor owner trustee and acceptance of appointment by the successor owner trustee. A successor owner trustee was not appointed.

 

As of May 16, 2011, as a result of the merger, Standard & Poor’s raised its long-term credit rating of Wilmington Trust Company to “A” from “B”. In a letter dated May 17, 2011, Wilmington Trust Company notified Chase USA that due to the upgrade in its rating by Standard & Poor’s, it satisfied all eligibility requirements to serve as owner trustee under the Trust Agreement. On May 17, 2011, Chase USA confirmed that the initial appointment of Wilmington Trust Company as owner trustee under the Trust Agreement remained in effect notwithstanding the March 31, 2011 letter and acknowledged and accepted Wilmington Trust Company’s request in the May 17, 2011 letter to continue acting as owner trustee for the Chase Issuance Trust.

 

S-4

Table of Contents

Glossary

 

This prospectus supplement uses defined terms such as those found below. You can find a listing of defined terms in the “Glossary of Defined Terms” beginning on page 151 in the accompanying prospectus.

 

“LIBOR” means, as of any LIBOR Determination Date, the rate for deposits in United States dollars for a one-month period which appears on Reuters Screen LIBOR01 Page or on such comparable system as is customarily used to quote LIBOR as of 11:00 a.m., London time, on that date. If this rate does not appear on Reuters Screen LIBOR01 Page or on a comparable system as is customarily used to quote LIBOR, the rate for that LIBOR Determination Date will be determined on the basis of the rates at which deposits in United States dollars are offered by four major banks selected by the beneficiary of the issuing entity at approximately 11:00 a.m., London time, on that day to prime banks in the London interbank market for a one-month period. The indenture trustee will request the principal London office of each of the banks to provide a quotation of its rate. If at least two quotations are provided, the rate for that LIBOR Determination Date will be the arithmetic mean of the quotations. If fewer than two quotations are provided, the rate for that LIBOR Determination Date will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the beneficiary of the issuing entity, at approximately 11:00 a.m., New York City time, on that day for loans in United States dollars to leading European banks for a one-month period.

 

“LIBOR Determination Date” means (1) June 15, 2011 for the period from and including the issuance date through but excluding July 15, 2011 and (2) for each interest period thereafter, the second London Business Day prior to each interest payment date on which that interest period commences.

 

“London Business Day” means any Business Day on which dealings in deposits in United States dollars are transacted in the London interbank market.

 

S-5

Table of Contents

Annex I

 

Other Outstanding Classes and Tranches

 

The following classes and tranches of CHASEseries notes are expected to be outstanding on the issuance date. The information provided in this Annex I is an integral part of the prospectus supplement.

 

CHASEseries

 

Class A

   

Issuance Date

   Nominal
Liquidation
Amount		     

Note Interest Rate

   Scheduled
Principal
Payment Date		   Legal Maturity
Date

Class A(2003-4)

    May 22, 2003   $ 500,000,000       One Month LIBOR + 0.25%   May 15, 2013   January 15, 2016

Class A(2003-8)

    September 16, 2003   $ 525,000,000       One Month LIBOR + 0.25%   September 16, 2013   May 16, 2016

Class A(2004-3)

    May 12, 2004   $ 675,000,000       One Month LIBOR + 0.17%   June 16, 2014   February 15, 2017

Class A(2004-5)

    August 4, 2004/         
   August 9, 2004   $ 750,000,000       One Month LIBOR + 0.13%   July 15, 2011   March 17, 2014

Class A(2004-7)

    September 21, 2004   $ 1,200,000,000       One Month LIBOR + 0.12%   September 15, 2011   May 15, 2014

Class A(2004-8)

    November 4, 2004   $ 350,000,000       One Month LIBOR + 0.12%   January 15, 2013   September 15, 2015

Class A(2005-2)

    May 4, 2005   $ 600,000,000       One Month LIBOR + 0.07%   April 16, 2012   December 15, 2014

Class A(2005-6)

    August 2, 2005   $ 825,000,000       One Month LIBOR + 0.07%   July 16, 2012   July 15, 2014

Class A(2005-11)

    November 3, 2005   $ 750,000,000       One Month LIBOR + 0.07%   October 15, 2012   December 15, 2014

Class A(2006-2)

    February 22, 2006   $ 425,000,000       5.16%   February 16, 2016   April 16, 2018

Class A(2006-4)

    August 29, 2006   $ 750,000,000       One Month LIBOR + 0.02%   August 15, 2011   October 15, 2013

Class A(2006-5)

    October 2, 2006   $ 750,000,000       One Month LIBOR + 0.02%   September 15, 2011   November 15, 2013

Class A(2006-6)

    October 30, 2006   $ 200,000,000       One Month LIBOR + 0.03%   October 15, 2015   December 15, 2017

Class A(2006-8)

    December 18, 2006   $ 500,000,000       One Month LIBOR + 0.06%   December 16, 2013   February 16, 2016

Class A(2007-2)

    February 21, 2007   $ 400,000,000       One Month LIBOR + 0.05%   February 15, 2017   April 15, 2019

Class A(2007-3)

    February 15, 2007   $ 450,000,000       5.23%   February 15, 2017   April 15, 2019

Class A(2007-5)

    April 11, 2007/
April 26, 2007/
May 22, 2007		   $ 470,000,000       One Month LIBOR + 0.04%   March 15, 2017   March 15, 2019

Class A(2007-7)

    May 9, 2007   $ 215,000,000       One Month LIBOR + 0.02%   June 16, 2014   June 15, 2017

Class A(2007-8)

    May 30, 2007   $ 200,000,000       One Month LIBOR + 0.02%   March 16, 2015   March 15, 2017

Class A(2007-9)

    June 15, 2007   $ 1,000,000,000       One Month LIBOR + 0.03%   June 15, 2012   June 16, 2014

Class A(2007-10)

    June 29, 2007   $ 1,050,000,000       One Month LIBOR + 0.04%   June 15, 2012   June 16, 2014

Class A(2007-12)

    August 1, 2007   $ 405,000,000       One Month LIBOR + 0.05%   August 15, 2017   August 15, 2019

Class A(2007-13)

    July 26, 2007   $ 750,000,000       One Month LIBOR + 0.04%   July 16, 2012   July 15, 2014

Class A(2007-16)

    October 9, 2007/         
   October 31, 2007   $ 625,000,000       Three Month LIBOR + 0.30%   June 15, 2012   June 16, 2014

Class A(2007-17)

    October 15, 2007   $ 2,000,000,000       5.12%   October 15, 2012   October 15, 2014

Class A(2007-18)

    October 31, 2007   $ 2,000,000,000       One Month LIBOR + 0.26%   January 15, 2013   January 15, 2015

Class A(2008-2)

    February 20, 2008   $ 1,035,000,000       One Month LIBOR + 0.90%   February 17, 2015   February 15, 2017

Class A(2008-3)

    March 17, 2008/
April 1, 2008		   $ 910,000,000       One Month LIBOR + 1.10%   March 17, 2014   March 15, 2016

Class A(2008-4)

    April 2, 2008   $ 830,000,000       4.65%   March 15, 2013   March 16, 2015

Class A(2008-6)

    May 15, 2008   $ 750,000,000       One Month LIBOR + 1.20%   May 15, 2013   May 15, 2015

Class A(2008-8)

    May 16, 2008   $ 800,000,000       One Month LIBOR + 1.20%   May 15, 2015   May 15, 2017

Class A(2008-10)

    June 13, 2008   $ 1,250,000,000       One Month LIBOR + 0.75%   August 15, 2013   August 17, 2015

Class A(2008-11)

    July 30, 2008   $ 400,000,000       5.40%   July 15, 2013   July 15, 2015

Class A(2008-12)

    August 15, 2008   $ 570,000,000       One Month LIBOR + 1.30%   August 15, 2013   August 17, 2015

Class A(2008-13)

    September 16, 2008   $ 565,000,000       Three Month LIBOR + 1.50%   September 16, 2013   September 15, 2015

Class A(2008-14)

    September 30, 2008   $ 250,000,000       One Month LIBOR + 1.60%   October 15, 2013   October 15, 2015

Class A(2009-2)

    May 12, 2009   $ 5,000,000,000       One Month LIBOR + 1.55%   April 16, 2012   April 15, 2014

Class A(2011-1)

    AprIl 7, 2011   $ 500,000,000       One Month LIBOR + 0.19%   March 15, 2013   March 16, 2015

 

A-I-1

Table of Contents

Class B

  

Issuance Date

    Nominal
Liquidation
Amount		    

Note Interest Rate

   Scheduled
Principal
Payment Date		   Legal Maturity
Date

Class B(2005-3)

   September 14, 2005    $ 750,000,000      One Month LIBOR + 0.20%   March 15, 2013   May 15, 2015

Class B(2005-4)

   October 28, 2005    $ 325,000,000      One Month LIBOR + 0.22%   January 17, 2012   March 17, 2014

Class B(2005-5)

   October 28, 2005    $ 325,000,000      One Month LIBOR + 0.22%   January 15, 2014   March 15, 2016

Class B(2007-1)

   February 21, 2007    $ 515,000,000      One Month LIBOR + 0.25%   February 15, 2017   April 15, 2019

Class B(2010-1)

   May 26, 2010    $ 890,000,000      One Month LIBOR + 0.68%   June 15, 2012   June 16, 2014

Class B(2010-2)

   May 26, 2010    $ 380,000,000      One Month LIBOR + 0.78%   December 16, 2013   December 15, 2015

Class B(2010-3)

   May 26, 2010    $ 75,000,000      One Month LIBOR + 0.96%   August 15, 2017   August 15, 2019

 

Class C

   

Issuance Date

    Nominal
Liquidation
Amount		    

Note Interest Rate

   Scheduled
Principal
Payment Date		   Legal Maturity
Date

Class C(2003-3)

    June 18, 2003    $ 400,000,000      4.77%   June 17, 2013   February 16, 2016

Class C(2004-2)

    June 30, 2004    $ 165,000,000      One Month LIBOR + 0.80%   June 16, 2014   February 15, 2017

Class C(2005-2)

    May 19, 2005    $ 150,000,000      One Month LIBOR + 0.44%   May 15, 2012   January 15, 2015

Class C(2006-1)

    January 26, 2006    $ 250,000,000      One Month LIBOR + 0.40%   January 15, 2013   March 16, 2015

Class C(2006-4)

    November 28, 2006    $ 335,000,000      One Month LIBOR + 0.29%   November 15, 2011   January 15, 2014

Class C(2007-1)

    February 21, 2007    $ 405,000,000      One Month LIBOR + 0.46%   February 15, 2017   April 15, 2019

Class C(2010-1)

    May 26, 2010    $ 950,000,000      One Month LIBOR + 1.26%   June 15, 2012   June 16, 2014

Class C(2010-2)

    May 26, 2010    $ 505,000,000      One Month LIBOR + 1.40%   December 16, 2013   December 15, 2015

Class C(2010-3)

    May 26, 2010    $ 75,000,000      One Month LIBOR + 1.60%   August 15, 2017   August 15, 2019

 

A-I-2

Table of Contents

Annex II

 

Outstanding First USA Master Trust Series

 

The following First USA Master Trust and series are expected to be outstanding on the issuance date. The information provided in this Annex II is an integral part of the prospectus supplement.

 

Outstanding First USA Master Trust Series:

 

Series/Class

    Issuance Date    Current
Invested
Amount		      Certificate Rate    Scheduled
Payment Date		    Termination Date

1.    Series 2002-CC

    May 1, 2002    $ 40,400,000            

 

A-II-1

Table of Contents

 

CHASE ISSUANCE TRUST

Issuing Entity

 

CHASEseries

 

$500,000,000

Class A(2011-2) Notes

 

CHASE BANK USA, NATIONAL ASSOCIATION

Sponsor, Depositor, Originator, Administrator and Servicer

 

PROSPECTUS SUPPLEMENT

 

Underwriters

 

J.P. Morgan

BofA Merrill Lynch

RBS

 

You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. We have not authorized anyone to provide you with different information.

 

We are not offering the CHASEseries notes in any state where the offer is not permitted.

 

We do not claim the accuracy of the information in this prospectus supplement and the accompanying prospectus as of any date other than the dates stated on their respective covers.

 

Dealers will deliver a prospectus supplement and accompanying prospectus when acting as underwriters of the notes and with respect to their unsold allotments or subscriptions. In addition, all dealers selling the notes will deliver a prospectus supplement and accompanying prospectus until September 8, 2011.