CHASE ISSUANCE TRUST CHASESERIES CLASS A(2015-2) NOTES TERMS AGREEMENT (REOPEN)

Exhibit 1.1

CHASE ISSUANCE TRUST

CHASESERIES

CLASS A(2015-2) NOTES

TERMS AGREEMENT

(REOPEN)

Dated: March 17, 2015

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

Re: Underwriting Agreement dated February 10, 2015

Series Designation: CHASEseries

Underwriter:

The Underwriter named on Schedule I attached hereto is the “Underwriter” 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 Additional Class A(2015-2) Notes:

Initial Principal Amount		Interest Rate or Formula		Price to Public
$725,000,000		1.59% per annum		100.23395%1

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 April 15, 2015.

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

¹  The price to public set forth above does not include accrued interest from March 13, 2015 to but excluding the Closing Date for these Additional Class A(2015-2) Notes, which must be paid by the purchasers of these Additional Class A(2015-2) Notes on the Closing Date.

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

Terms Document: The Class A(2015-2) Terms Document, dated as of March 13, 2015, between Chase Issuance Trust, as Issuing Entity, and Xxxxx Fargo Bank, National Association, as Indenture Trustee and Collateral Agent.

Supplemental Indenture: The Supplemental Indenture with respect to Additional Class A(2015-2) Notes, to be dated as of March 24, 2015, between Chase Issuance Trust, as Issuing Entity, and Xxxxx 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, as amended, among the Bank, as Transferor, Servicer and Administrator, Chase Issuance Trust, as Issuing Entity, and Xxxxx Fargo Bank, National Association, as Indenture Trustee and Collateral Agent.

Purchase Price:

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

Per Class A(2015-2) Notes: 99.98395%

Registration Statement: 333-192048

Underwriting Discounts and Commissions, Selling Concessions and Reallowance:

The Underwriter’s discounts and commissions, the selling concessions that the Underwriter 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 Additional Class A(2015-2) Notes, shall be as follows:

Underwriting Discounts and Commissions		Selling Concessions		Reallowance
0.25000%		0.15000%		0.07500%

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

2

Most Recent Quarterly Filing Date: February 10, 2015.

Closing Date: Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended, the Underwriter, the Bank and the Issuing Entity hereby agree that the Closing Date shall be March 24, 2015 at 10:00 a.m., New York Time.

Applicable Time: 2:50 p.m. (New York Time) on March 17, 2015.

Location of Closing: Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.

Payment for the Notes:

The Underwriter agrees, 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 its name on Schedule I hereto. In addition, on the Closing Date, the Underwriter will provide the Issuing Entity with $352,229.17, which has been paid by the purchasers of the Additional Class A(2015-2) Notes covered by this Agreement on the Closing Date, representing accrued interest from March 13, 2015 to but excluding the Closing Date.

3

X.X. XXXXXX SECURITIES LLC,
as Underwriter
By:		/s/ Xxxxxxxxx X. Xxxxxx
Name:		Xxxxxxxxx X. Xxxxxx
Title:		Executive Director

Accepted:
CHASE BANK USA, NATIONAL ASSOCIATION
By:		/s/ Xxxxx X. Xxxxxxx
Name:		Xxxxx X. Xxxxxxx
Title:		Executive Director

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. Xxxxxxx
Name:		Xxxxx X. Xxxxxxx
Title:		Executive Director

Chase Issuance Trust

CHASEseries Class A(2015-2) REOPEN Terms Agreement

SCHEDULE I

UNDERWRITER

$725,000,000 Principal Amount of CHASEseries Additional Class A(2015-2) Notes

		Principal Amount
X.X. Xxxxxx Securities LLC		$	725,000,000
Total		$	725,000,000

ANNEX I

TIME OF SALE INFORMATION

• Preliminary Prospectus Supplement, dated March 17, 2015.

ANNEX II

ISSUER FREE WRITING PROSPECTUSES

• Class A(2015-2) (REOPEN) Transaction Summary, dated March 17, 2015.

• Ratings Issuer Free Writing Prospectus, dated March 17, 2015.