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Exhibit 10.1

ASSIGNMENT NO. 33 OF RECEIVABLES IN ADDITIONAL ACCOUNTS, dated as of October 15, 2009, by and between CHASE BANK USA, NATIONAL ASSOCIATION, a national banking association (the “Bank”), as Transferor (in such capacity, the “Transferor”), and the CHASE ISSUANCE TRUST (the “Trust”), pursuant to the Agreement referred to below, and acknowledged by the Bank in its capacity as servicer under the Agreement referred to below (in such capacity, the “Servicer”).

W I T N E S S E T H:

WHEREAS, the Bank, as Transferor, Servicer and Administrator, Wells Fargo Bank, National Association, as Indenture Trustee and Collateral Agent, and the Trust are parties to the Third Amended and Restated Transfer and Servicing Agreement, dated as of December 19, 2007, as amended by the First Amendment to the Third Amended and Restated Transfer and Servicing Agreement, dated as of May 8, 2009 (hereinafter as such agreement may have been, or may from time to time be, amended, supplemented or otherwise modified, the “Agreement”);

WHEREAS, pursuant to the Agreement, the Transferor wishes to designate Additional Accounts to be included as Accounts and to convey hereby the Receivables of such Additional Accounts (as each such term is defined in the Agreement), whether now existing or hereafter created, to the Trust; and

WHEREAS, the Administrator, on behalf of the Trust, is willing to accept such designation and conveyance subject to the terms and conditions hereof;

NOW, THEREFORE, the Transferor and the Administrator, on behalf of the Trust, hereby agree as follows:

1. Defined Terms . All capitalized terms used herein shall have the meanings ascribed to them in the Agreement unless otherwise defined herein.

Addition Cut-Off Date ” shall mean, with respect to the Additional Accounts designated hereby, September 30, 2009.

Addition Date ” shall mean, with respect to the Additional Accounts designated on Schedule 1 hereto, October 15, 2009.

Notice Date ” shall mean, with respect to the Additional Accounts designated on Schedule 1 hereto, October 8, 2009 which shall be a date on or prior to the third Business Day prior to the Addition Date with respect to additions pursuant to subsection 2.12(a) of the Agreement and the fifth Business Day prior to the Addition Date with respect to additions pursuant to subsection 2.12(b) of the Agreement.

2. Designation of Additional Accounts . No later than five Business Days after the Addition Date, the Transferor shall deliver to the Collateral Agent, as designee, on behalf of the Trust, a true and complete list (in the form of a computer file, microfiche list, CD-ROM or such other form as is agreed upon between the Transferor


and the Collateral Agent) of each VISA ® and MasterCard ® account which, as of the Addition Date, shall be deemed to be an Additional Account, identified by account number and the aggregate amount of the Receivables in each such Additional Account as of the Addition Cut-Off Date, and stating to which Asset Pool each such Additional Account belongs, which list shall be marked as Schedule 1 to this Assignment and, as of the Addition Date, shall modify and amend and be incorporated into and made part of the Agreement and shall supplement Schedule 1 to the Agreement.

3. Conveyance of Receivables .

(a) The Transferor does hereby sell, transfer and assign to the Trust all right, title and interest, whether owned on the Addition Cut-Off Date or thereafter acquired, of the Transferor in the Receivables existing on the Addition Cut-Off Date or thereafter created in the Additional Accounts, all Interchange and Recoveries related thereto, all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the applicable UCC) thereof and all Insurance Proceeds related thereto. This Section 3(a) does not constitute and is not intended to result in the creation or assumption by the Trust, the Owner Trustee (as such or in its individual capacity), the Indenture Trustee, the applicable Collateral Agent, any Noteholders, any Supplemental Credit Enhancement Provider or any Derivative Counterparty of any obligation of the Transferor or any other Person in connection with the Accounts, the Receivables or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants clearance systems, VISA ® , MasterCard ® or insurers.

(b) The Transferor hereby grants to the Trust a security interest in all of its right, title and interest, whether owned on the Addition Cut-Off Date or thereafter acquired, of the Transferor in the Receivables existing on the Addition Cut-Off Date or thereafter created in the Additional Accounts, all Interchange and Recoveries related thereto, all monies due or to become due and all amounts received or receivable with respect thereto and the “proceeds” (including “proceeds” as defined in the applicable UCC) thereof and all Insurance Proceeds related thereto to secure a loan in an amount equal to the unpaid principal amount of the Notes issued pursuant to the Indenture and the applicable Indenture Supplement and accrued and unpaid interest with respect thereto. This Assignment constitutes a security agreement under the UCC.

(c) If necessary, the Transferor agrees to record and file, at its own expense, financing statements (and continuation statements when app


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