Contract

Exhibit 4.2

TRUST AGREEMENT, dated as of April 26, 2005, between Chase Bank USA, National Association, as seller (the “Seller”) and Wilmington Trust Company, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Seller and the Owner Trustee hereby agree as follows:

1. The trust created hereby shall be known as “Chase Auto Owner Trust 2005-A”, in which name the Owner Trustee may engage in the transactions contemplated hereby, make and execute contracts, and xxx and be sued.

2. The Seller hereby assigns, transfers, conveys and sets over to the Owner Trustee the sum of $1. The Owner Trustee hereby acknowledges receipt of such amount in trust from the Seller, which amount shall constitute the initial trust estate. The Owner Trustee hereby declares that it will hold the trust estate in trust for the Seller. It is the intention of the parties hereto that the Trust created hereby constitute a statutory trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. §3801 et seq., and that this document constitutes the governing instrument of the Trust. The Owner Trustee is hereby authorized and directed to execute and file a certificate of trust with the Delaware Secretary of State in the form attached hereto.

3. The Seller and the Owner Trustee will enter into an amended and restated Trust Agreement, satisfactory to each such party, to provide for the contemplated operation of the Trust created hereby. Prior to the execution and delivery of such amended and restated Trust Agreement, the Owner Trustee shall not have any duty or obligation hereunder or with respect to the trust estate, except upon the written direction of the Seller to take such action as determined by the Seller to be necessary to obtain prior to such execution and delivery any licenses, consents or approvals required by applicable law or otherwise.

4. This Trust Agreement may be executed in one or more counterparts.

5. The Owner Trustee may resign upon thirty days prior notice to the Seller.

IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.

CHASE BANK USA, NATIONAL ASSOCIATION, as Seller
By:		/s/ Xxxxxx X. Xxxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxxx
		Title:		Senior Vice President
WILMINGTON TRUST COMPANY, as Owner Trustee
By:		/s/ Xxxx Xxx Xxxxxxx
		Name:		Xxxx Xxx Xxxxxxx
		Title:		Assistant Vice President