Common use of Amendments or Waivers Clause in Contracts

Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement between the Bank, the Issuing Entity and the Underwriters in accordance with its terms. Very truly yours, CHASE BANK USA, NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx 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/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX SECURITIES INC., as Underwriter and as Representative of the Underwriters named in Schedule I to the Terms Agreement By: /s/ R. Xxxx Xxxxxxxxx Name: R. Xxxx Xxxxxxxxx Title: Executive Director To: CHASE BANK USA, NATIONAL ASSOCIATION Re: Underwriting Agreement dated Series Designation: Underwriters: The Underwriters named on Schedule I attached hereto are the “Underwriters” for the purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof. Terms of the Notes: [Class ] [Class ] [Class ] Interest Payment Dates: , , and , commencing , . Note Ratings[s]: Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: 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 [ ] Notes %] [Per Class [ ] Notes %] [Per Class [ ] Notes %] Registration Statement:

Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement between the Bank, the Issuing Entity and the Underwriters in accordance with its terms. Very truly yours, CHASE BANK USA, NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx 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/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX SECURITIES INC., as Underwriter and as Representative of the Underwriters named in Schedule I to the Terms Agreement By: /s/ R. Xxxx Xxxxxxxxx Name: R. Xxxx Xxxxxxxxx Title: Executive Director Vice President To: CHASE BANK USA, NATIONAL ASSOCIATION Re: Underwriting Agreement dated Series Designation: Underwriters: The Underwriters named on Schedule I attached hereto are the “Underwriters” for the purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof. Terms of the Notes: [Class ] [Class ] [Class ] Interest Payment Dates: , , and , commencing , . Note Ratings[s]: Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: 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 [ ] Notes %] [Per Class [ ] Notes %] [Per Class [ ] Notes %] Registration Statement:

Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, kindly please sign and return to us the enclosed duplicate Company a counterpart hereof, whereupon it this instrument, along with all counterparts, will become a binding agreement between among the Bank, the Issuing Entity Underwriters and the Underwriters Company in accordance with its terms. Very truly yours, CHASE BANK USAFLOOR & DECOR HOLDINGS, NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx INC. By Title: President CHASE ISSUANCE TRUST By: CHASE BANK USACONFIRMED AND ACCEPTED, NATIONAL ASSOCIATION, not in its individual capacity but solely as Beneficiary on behalf of the Issuing Entity By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED BARCLAYS CAPITAL INC. X.X. By: XXXXXXX LYNCH, PIERCE, XXXXXX SECURITIES & XXXXX INCORPORATED By: BARCLAYS CAPITAL INC., as Underwriter . By For themselves and as Representative Representatives of the other Underwriters named in Schedule I A hereto. The initial public offering price per share for the Securities shall be $[ · ]. The purchase price per share for the Securities to be paid by the several Underwriters shall be $ [ · ], being an amount equal to the Terms initial public offering price set forth above less $[ · ] per share, subject to adjustment in accordance with Section 2(b) for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Credit Suisse Securities (USA) LLC UBS Securities LLC Xxxxxxx, Sachs & Co. Xxxxxxxxx LLC Xxxxx Xxxxxxx & Co. Xxxxx Fargo Securities, LLC Xxxxxxxx Xxxxx Capital, Inc. Total [ · ] [ · ], 2017 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. as Representatives of the several Underwriters to be named in the within mentioned Underwriting Agreement By: /s/ R. c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxxxxxxxx Name: R. Xxx Xxxx, Xxx Xxxx Xxxxxxxxx Title: Executive Director To: CHASE BANK USA, NATIONAL ASSOCIATION 00000 Re: Proposed Public Offering by Floor & Decor Holdings, Inc. Dear Sirs: The undersigned, a stockholder, officer and/or director of Floor & Decor Holdings, Inc., a Delaware corporation (the “Company”), understands that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and Barclays Capital Inc. (collectively, the “Representatives”) propose to enter into an Underwriting Agreement dated Series Designation: Underwriters: The Underwriters named on Schedule I attached hereto are (the “Underwriters” Underwriting Agreement”) with the Company providing for the purpose public offering of shares (the “Securities”) of the Company’s Class A common stock, par value $[ · ] per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder, officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Underwriting Agreement that, during the period beginning on the date hereof and ending on the date that is 180-days from the date of the Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Securities the undersigned may purchase in the offering. Notwithstanding anything herein to the contrary, nothing herein shall be deemed to prohibit the Company from taking any action that the Company is permitted to take under Section 3(i) of the Underwriting Agreement, and it shall not be deemed a breach of this lock-up agreement for any officer or director to approve and carry out any such action, in his or her capacity as an officer or director of the Company. If the undersigned is an officer or director of the Company, (1) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of the Common Stock, the Representatives will notify the Company of the impending release or waiver, and (2) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a transfer not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the Representatives, provided that (1) the Representatives receive a signed lock-up agreement for the balance of the lockup period from each donee, trustee, distributee, or transferee, as the case may be, (2) such transfers are not required to be reported with the Securities and Exchange Commission on Form 4 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and (3) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers: (i) as a bona fide gift or gifts; or (ii) upon death by will or intestacy to a member of the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or (iii) any bona fide gifts to any charitable organization; or (iv) to any trust for the above referenced direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or (v) as a distribution to limited partners or stockholders of the undersigned; or (vi) to the undersigned’s affiliates or to any investment fund or other entity controlled or managed by the undersigned. Furthermore, the undersigned may sell shares of Common Stock of the Company purchased by the undersigned on the open market following the Public Offering if and only if (i) such sales are not required to be reported in any public report or filing with the Securities Exchange Commission and (ii) the undersigned does not otherwise voluntarily effect any public filing or report regarding such sales during the lockup period. [If any record or beneficial owner of any securities of the Company is granted an early release from the restrictions described herein during the lock-up period with respect to any securities of the Company, then each Major Holder (as defined below) shall also be granted an early release from its obligations hereunder on a pro rata basis with all other record or beneficial holders of similarly restricted securities of the Company based on the maximum percentage of shares held by any such record or beneficial holder being released from such holder’s lock-up agreement; provided, however, that in the case of an early release from the restrictions described herein during the lock-up period in connection with an underwritten public offering, whether or not such offering or sale is wholly or partially a secondary offering of the Company’s Common Stock (an “Underwritten Sale”), such early release shall only apply with respect to such Major Holder’s participation in such Underwritten Sale. For purposes of this lock-up agreement, each of the following persons is a “Major Holder”: Ares Corporate Opportunities Fund III, L.P. and FS Equity Partners VI, L.P. and FS Affiliates VI, L.P. (collectively ‘‘Xxxxxxx Xxxxxx’’).](1) The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Lock-Up Securities except in compliance with the foregoing restrictions. This lock-up agreement shall lapse and become null and void if the Underwriting Agreement as such Underwriting Agreement is incorporated herein shall have been terminated prior to the Closing Time. This lock-up agreement shall be governed by, and made a part hereof. Terms construed in accordance with, the laws of the NotesState of New York. Very truly yours, Signature: [Class ] [Class ] [Class ] Interest Payment Dates: , , and , commencing , . Note Ratings[s]: Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: Purchase Price: The purchase price payable by the Underwriters for the Notes covered by this Agreement will Print Name: (1) To be the following percentage included in Lock-ups of the principal amounts to be issued: [Per Class [ ] Notes %] [Per Class [ ] Notes %] [Per Class [ ] Notes %] Registration Statement:Major Holders only.

Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement between the Bank, the Issuing Entity Issuer and the Underwriters in accordance with its terms. Very truly yours, CHASE BANK USA, NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx 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 Issuer By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX SECURITIES INC., as Underwriter and as Representative of the Underwriters named in Schedule I to the Terms Agreement By: /s/ R. Xxxx Xxxxxxxxx Xxxxxxx Xxxxxxx Name: R. Xxxx Xxxxxxxxx Xxxxxxx Xxxxxxx Title: Executive Managing Director To: CHASE BANK USA, NATIONAL ASSOCIATION Re: Underwriting Agreement dated Series Designation: Underwriters: The Underwriters named on Schedule I attached hereto are the “Underwriters” for the purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof. Terms of the Notes: [Class ] [Class ] [Class ] Interest Payment Dates: , , and , commencing , . Note Ratings[s]: Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: 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 [ ] Notes %] [Per Class [ ] Notes %] [Per Class [ ] Notes %] Registration Statement:

Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement between the Bank, the Issuing Entity and the Underwriters in accordance with its terms. Very truly yours, CHASE BANK USA, NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx 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/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX SECURITIES INC., as Underwriter and as Representative of the Underwriters named in Schedule I to the Terms Agreement By: /s/ R. Xxxx Xxxxxxxxx Name: R. Xxxx Xxxxxxxxx Title: Executive Director Dated: To: CHASE BANK USA, NATIONAL ASSOCIATION Re: Underwriting Agreement dated Series Designation: Underwriters: The Underwriters named on Schedule I attached hereto are the “Underwriters” for the purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof. Terms of the Notes: [Class ] [Class ] [Class ] Interest Payment Dates: , , and , commencing , . Note Ratings[s]: Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: 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 [ ] Notes %] [Per Class [ ] Notes %] [Per Class [ ] Notes %] Registration Statement:

Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement between the Bank, the Issuing Entity and the Underwriters in accordance with its terms. Very truly yours, CHASE BANK USA, NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx 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/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX SECURITIES INC., as Underwriter and as Representative of the Underwriters named in Schedule I to the Terms Agreement By: /s/ R. Xxxx Xxxxxxxxx Name: R. Xxxx Xxxxxxxxx Title: Executive Director To: CHASE BANK USA, NATIONAL ASSOCIATION Re: Underwriting Agreement dated Series Designation: Underwriters: The Underwriters named on Schedule I attached hereto are the “Underwriters” for the purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof. Terms of the Notes: [Class ] [Class ] [Class ] Interest Payment Dates: , , and , commencing , . Note Ratings[s]: Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: 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 [ ] Notes %] [Per Class [ ] Notes %] [Per Class [ ] Notes %] Registration Statement:]

Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement between the Bank, the Issuing Entity and the Underwriters in accordance with its terms. Very truly yours, CHASE BANK USA, NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ Xxxxx X. Xxxxxx Xxxxxxx Name: Xxxxx X. Xxxxxx Xxxxxxx Title: Senior Vice 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/ Xxxxx X. Xxxxxx Xxxxxxx Name: Xxxxx X. Xxxxxx Xxxxxxx Title: Senior Vice President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX SECURITIES INC., as Underwriter and as Representative of the Underwriters named in Schedule I to the Terms Agreement By: /s/ R. Xxxx Xxxxxxxxx Name: R. Xxxx Xxxxxxxxx Title: Executive Director Vice President Dated: To: CHASE BANK USA, NATIONAL ASSOCIATION Re: Underwriting Agreement dated Series Designation: Underwriters: The Underwriters named on Schedule I attached hereto are the “Underwriters” for the purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof. Terms of the Notes: [Class ] [Class ] [Class ] Interest Payment Dates: , , and , commencing , . Note Ratings[s]: Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: 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 [ ] Notes %] [Per Class [ ] Notes %] [Per Class [ ] Notes %] Registration Statement:

Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement between the Bank, the Issuing Entity and the Underwriters in accordance with its terms. Very truly yours, CHASE BANK USA, NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ Xxxxx X. Xxxxxx Xxxxxxx Name: Xxxxx X. Xxxxxx Xxxxxxx Title: Senior Vice 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/ Xxxxx X. Xxxxxx Xxxxxxx Name: Xxxxx X. Xxxxxx Xxxxxxx Title: Senior Vice President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX SECURITIES INC., as Underwriter and as Representative of the Underwriters named in Schedule I to the Terms Agreement By: /s/ R. Xxxx Xxxxxxxxx Xxxxx X. Xxxxxx Name: R. Xxxx Xxxxxxxxx Xxxxx X. Xxxxxx Title: Executive Director Vice President To: CHASE BANK USA, NATIONAL ASSOCIATION Re: Underwriting Agreement dated Series Designation: Underwriters: The Underwriters named on Schedule I attached hereto are the “Underwriters” for the purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof. Terms of the Notes: [Class ] [Class ] [Class ] Interest Payment Dates: , , and , commencing , . Note Ratings[s]: Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: 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 [ ] Notes %] [Per Class [ ] Notes %] [Per Class [ ] Notes %] Registration Statement:

Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement between the Bank, the Issuing Entity Issuer and the Underwriters in accordance with its terms. Very truly yours, CHASE BANK USA, NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx 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 Issuer By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX SECURITIES INC., as Underwriter and as Representative of the Underwriters named in Schedule I to the Terms Agreement By: /s/ R. Xxxx Xxxxxxxxx Name: R. Xxxx Xxxxxxxxx Title: Executive Director Vice President To: CHASE BANK USA, NATIONAL ASSOCIATION Re: Underwriting Agreement dated Series Designation: Underwriters: The Underwriters named on Schedule I attached hereto are the “Underwriters” for the purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof. Terms of the Notes: [Class ] [Class ] [Class ] Interest Payment Dates: , , and , commencing , . Note Ratings[s]: Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: 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 [ ] Notes %] [Per Class [ ] Notes %] [Per Class [ ] Notes %] Registration Statement:

Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement between the Bank, the Issuing Entity and the Underwriters in accordance with its terms. Very truly yours, CHASE BANK USA, NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ Xxxxx X. Xxxxxx Xxxxxxx Name: Xxxxx X. Xxxxxx Xxxxxxx Title: Senior Vice 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/ Xxxxx X. Xxxxxx Xxxxxxx Name: Xxxxx X. Xxxxxx Xxxxxxx Title: Senior Vice President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX SECURITIES INC., as Underwriter and as Representative of the Underwriters named in Schedule I to the Terms Agreement By: /s/ R. Xxxx Xxxxxx Xxxxxxxxx Name: R. Xxxx Xxxxxx Xxxxxxxxx Title: Executive Director Vice President To: CHASE BANK USA, NATIONAL ASSOCIATION Re: Underwriting Agreement dated Series Designation: Underwriters: The Underwriters named on Schedule I attached hereto are the “Underwriters” for the purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof. Terms of the Notes: [Class ] [Class ] [Class ] Interest Payment Dates: , , and , commencing , . Note Ratings[s]: Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: 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 [ ] Notes %] [Per Class [ ] Notes %] [Per Class [ ] Notes %] Registration Statement:

Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement between the Bank, the Issuing Entity and the Underwriters in accordance with its terms. Very truly yours, CHASE BANK USA, NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx 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/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX SECURITIES INC., as Underwriter and as Representative of the Underwriters named in Schedule I to the Terms Agreement By: /s/ R. Xxxx Xxxxxxxxx Name: R. Xxxx Xxxxxxxxx Title: Executive Director Vice President To: CHASE BANK USA, NATIONAL ASSOCIATION Re: Underwriting Agreement dated Series Designation: Underwriters: The Underwriters named on Schedule I attached hereto are the “Underwriters” for the purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof. Terms of the Notes: [Class ] [Class ] [Class ] Interest Payment Dates: , , and , commencing , . Note Ratings[s]: Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: 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 [ ] Notes %] [Per Class [ ] Notes %] [Per Class [ ] Notes %] Registration Statement:

Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement between the Bank, the Issuing Entity and the Underwriters in accordance with its terms. Very truly yours, CHASE BANK USA, NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx 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/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX SECURITIES INC., as Underwriter and as Representative of the Underwriters named in Schedule I to the Terms Agreement By: /s/ R. Xxxx Xxxxxxxxx Name: R. Xxxx Xxxxxxxxx Title: Executive Director To: CHASE BANK USA, NATIONAL ASSOCIATION Re: Underwriting Agreement dated _____________ Series Designation: ____________ Underwriters: The Underwriters named on Schedule I attached hereto are the “Underwriters” for the purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof. Terms of the Notes: [Class ] [Class ] [Class ] Interest Payment Dates: _______________, _______________, ______________ and _______________, commencing _____________ __, _____. Note Ratings[s]: Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: 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 [ ] Notes __________%] [Per Class [ ] Notes __________%] [Per Class [ ] Notes __________%] Registration Statement:

Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement between the Bank, the Issuing Entity and the Underwriters in accordance with its terms. Very truly yours, CHASE BANK USA, NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx 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/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX SECURITIES INC., as Underwriter and as Representative of the Underwriters named in Schedule I to the Terms Agreement By: /s/ R. Xxxx Xxxxxxxxx Name: R. Xxxx Xxxxxxxxx Title: Executive Director Vice President To: CHASE BANK USA, NATIONAL ASSOCIATION Re: Underwriting Agreement dated Series Designation: Underwriters: The Underwriters named on Schedule I attached hereto are the “Underwriters” for the purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof. Terms of the Notes: [Class ] [Class ] [Class ] Interest Payment Dates: , , and , commencing , , . Note Ratings[s]: Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: 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 [ ] Notes %] [Per Class [ ] Notes %] [Per Class [ ] Notes %] Registration Statement:

Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement between the Bank, the Issuing Entity and the Underwriters in accordance with its terms. Very truly yours, CHASE BANK USA, NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx 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/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX SECURITIES INC., as Underwriter and as Representative of the Underwriters named in Schedule I to the Terms Agreement By: /s/ R. Xxxx Xxxxxxxxx Xxxxxxx Xxxxx Name: R. Xxxx Xxxxxxxxx Xxxxxxx Xxxxx Title: Executive Director Vice President To: CHASE BANK USA, NATIONAL ASSOCIATION Re: Underwriting Agreement dated Series Designation: Underwriters: The Underwriters named on Schedule I attached hereto are the “Underwriters” for the purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof. Terms of the Notes: [Class ] [Class ] [Class ] Interest Payment Dates: , , and , commencing , . Note Ratings[s]: Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: 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 [ ] Notes %] [Per Class [ ] Notes %] [Per Class [ ] Notes %] Registration Statement:

Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement between the Bank, the Issuing Entity and the Underwriters in accordance with its terms. Very truly yours, CHASE BANK USA, NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ Xxxxx X. Xxxxxx Xxxxxxx Name: Xxxxx X. Xxxxxx Xxxxxxx Title: Senior Vice 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/ Xxxxx X. Xxxxxx Xxxxxxx Name: Xxxxx X. Xxxxxx Xxxxxxx Title: Senior Vice President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX SECURITIES INC., as Underwriter and as Representative of the Underwriters named in Schedule I to the Terms Agreement By: /s/ R. Xxxx Xxxxxxxxx Xxxxxxx X. Xxxxx Name: R. Xxxx Xxxxxxxxx Xxxxxxx X. Xxxxx Title: Executive Director Vice President To: CHASE BANK USA, NATIONAL ASSOCIATION Re: Underwriting Agreement dated Series Designation: Underwriters: The Underwriters named on Schedule I attached hereto are the “Underwriters” for the purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof. Terms of the Notes: [Class ] [Class ] [Class ] Interest Payment Dates: , , and , commencing , . Note Ratings[s]: Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: 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 [ ] Notes %] [Per Class [ ] Notes %] [Per Class [ ] Notes %] Registration Statement:

Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicate hereof, whereupon it will become a binding agreement between the Bank, the Issuing Entity and the Underwriters in accordance with its terms. Very truly yours, CHASE BANK USA, NATIONAL ASSOCIATION, as Transferor and as Servicer By: /s/ Xxxxx X. Xxxxxx Xxxxxxx Name: Xxxxx X. Xxxxxx Xxxxxxx Title: Senior Vice 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/ Xxxxx X. Xxxxxx Xxxxxxx Name: Xxxxx X. Xxxxxx Xxxxxxx Title: Senior Vice President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX SECURITIES INC., as Underwriter and as Representative of the Underwriters named in Schedule I to the Terms Agreement By: /s/ R. Xxxx Xxxxxx Xxxxxxxxx Name: R. Xxxx Xxxxxx Xxxxxxxxx Title: Executive Director Vice President To: CHASE BANK USA, NATIONAL ASSOCIATION Re: Underwriting Agreement dated Series Designation: Underwriters: The Underwriters named on Schedule I attached hereto are the “Underwriters” for the purpose of this Agreement and for the purposes of the above referenced Underwriting Agreement as such Underwriting Agreement is incorporated herein and made a part hereof. Terms of the Notes: [Class ] [Class ] [Class ] Interest Payment Dates: , , and , commencing , . Note Ratings[s]: Indenture: Indenture Supplement: Pooling and Servicing Agreement: Series Supplement: 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 [ ] Notes %] [Per Class [ ] Notes %] [Per Class [ ] Notes %] Registration Statement: