termsdoc07-b5.htm


    
 

     

     

    Exhibit
      4.1


    CITIBANK
      CREDIT CARD ISSUANCE TRUST

    


    Citiseries

    Class
      2007-B5 Notes

    


    Issuer
      Certificate

    Pursuant
      to Sections 202 and 301(h) of the Indenture

     

    
    Reference
      is
      made to the Indenture, dated as of September 26, 2000, as amended by Amendment
      No. 1 thereto dated as of November 14, 2001, each between Citibank Credit Card
      Issuance Trust (the "Issuer") and Deutsche Bank Trust Company Americas, as
      trustee (the "Indenture").  Capitalized terms used herein that are not
      otherwise defined have the meanings set forth in the Indenture. All references
      herein to designated Sections are to the designated Sections of the
      Indenture.

    


    Section
      301(h) provides that the Issuer may from time to time create a tranche of Notes
      either by or pursuant to an Issuer Certificate setting forth the principal
      terms
      thereof.  Pursuant to this Issuer Certificate, there is hereby created
      a tranche of Notes having the following terms:

    


    Series
      Designation:  Citiseries.  This series is included
      in Group 1.

    


    Tranche
      Designation:  $800,000,000 Floating Rate Class 2007-B5 Notes
      of November 2012 (Legal Maturity Date November 2014) (hereinafter, the "Class
      2007-B5 Notes")

    


    Currency:
      The Class 2007-B5 Notes will be payable, and denominated, in
      Dollars.

    


    Denominations:  The
      Class 2007-B5 Notes will be issuable in minimum denominations of $100,000 and
      multiples of $1,000 in excess of that amount.

    


    Issuance
      Date:  October 31, 2007

    


    Initial
      Principal Amount:  $800,000,000

    


    Issue
      Price:  100%

    


    Interest
      Rate:  The Class 2007-B5 Notes will accrue interest with
      respect to any interest period at a per annum rate equal to the Class 2007-B5
      Note Rate for such interest period, calculated on the basis of the actual number
      of days in such interest period divided by 360.  The "Class 2007-B5
      Note Rate" means, with respect to the first interest period, 5.38379% per annum
      and, with respect to each interest period thereafter, a per annum rate equal
      to
      LIBOR for such interest period plus 0.62%.

    


    The
      Issuer will determine LIBOR for each applicable interest period on the second
      business day before the beginning of that interest period.  For
      purposes of calculating LIBOR, a business day is any day on which dealings
      in
      deposits in U.S. Dollars are transacted in the London interbank
      market.

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    "LIBOR"
      means, as of any date of determination, the rate for deposits in U.S. Dollars
      for the Designated Maturity (commencing on the first day of the relevant
      interest period) which appears on the Reuters Screen LIBOR01 Page as of 11:00
      a.m., London time, on such date. If such rate does not appear on the Reuters
      Screen LIBOR01 Page, the rate for that day will be determined on the basis
      of
      the rates at which deposits in U.S. Dollars are offered by the Reference Banks
      at approximately 11:00 a.m., London time, on that day to prime banks in the
      London interbank market for the Designated Maturity (commencing on the first
      day
      of the relevant interest period). The Issuer will request the principal London
      office of each of the Reference Banks to provide a quotation of its rate. If
      at
      least two such quotations are provided, the rate for that day will be the
      arithmetic mean of the quotations. If fewer than two quotations are provided
      as
      requested, the rate for that day will be the arithmetic mean of the rates quoted
      by major banks in New York City, selected by the Issuer, at approximately 11:00
      a.m., New York City time, on that day for loans in U.S. Dollars to leading
      European banks for a period of the Designated Maturity (commencing on the first
      day of the relevant interest period).

    


    "Reuters
      Screen LIBOR01 Page" means the display page currently so designated on the
      Reuters Monitor Money Rates service (or such other page as may replace that
      page
      on that service or any successor service for the purpose of displaying
      comparable rates or prices).

    


    "Designated
      Maturity" means one month.

    


    "Reference
      Banks" means four major banks in the London interbank market selected by
      the Issuer.

    


    Scheduled
      Interest Payment Dates:  The 7th
      day of each month,
      beginning December 2007.

    


    Each
      payment of interest on the Class 2007-B5 Notes will include all interest accrued
      from and including the preceding Interest Payment Date -- or, for the first
      interest period, from and including the Issuance Date -- to and including the
      day preceding the current Interest Payment Date, plus any interest accrued
      but
      not previously paid.

    


    The
      first
      deposit targeted to be made to the Interest Funding sub-Account for the Class
      2007-B5 Notes will be on the December 6, 2007 Interest Deposit Date and in
      an
      amount equal to $4,426,671.78.

    


    Expected
      Principal Payment Date:  November 7, 2012

    


    Legal
      Maturity Date:  November 7, 2014

    


    Monthly
      Principal Date:  For the month in which the Expected
      Principal Payment Date occurs, November 7, 2012, and for each other month,
      the
      7th day of
      such
      month, or if such day is not a Business Day, the next following Business
      Day.

    


    Required
      Subordinated Amount of Class B Notes:  Not
      applicable.

    


    Required
      Subordinated Amount of Class C Notes:  $1,066,666,640,
      subject to the provisions of Section 312(a)(iii) of the Indenture.

    



    
      
         

      

      
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    Controlled
      Accumulation Amount:  Not applicable.

    


    Form
      of Notes:  The Class 2007-B5 Notes will be issued as Global
      Notes.  The Global Notes will initially be registered in the name of
      Cede & Co., as nominee of The Depository Trust Company, and will be
      exchangeable for individual Notes only in accordance with the provisions of
      Section 204(c).

    


    Additional
      Issuances of Class 2007-B5 Notes:  The Issuer may at any time
      and from time to time issue additional Class 2007-B5 Notes, subject to the
      satisfaction of (i) the conditions precedent set forth in Section 311(a) and
      (ii) the following conditions:

    


    
      	
               

            	
              (a)
                the Issuer has obtained written confirmation from each Rating Agency
                that
                there will be no Ratings Effect with respect to the then outstanding
                Class
                2007-B5 Notes as a result of the issuance of such additional Class
                2007-B5
                Notes;

            


    

    


    
      	
               

            	
              (b)
                as of the date of issuance of the additional Class 2007-B5 Notes,
                all
                amounts due and owing to the Holders of the then outstanding Class
                2007-B5
                Notes have been paid and there is no Nominal Liquidation Amount Deficit
                with respect to the then outstanding Class 2007-B5
                Notes;

            


    

    


    
      	
               

            	
              (c)
                the additional Class 2007-B5 Notes will be fungible with the original
                Class 2007-B5 Notes for federal income tax purposes;
                and

            


    

    


    
      	
               

            	
              (d)
                if Holders of the then outstanding Class 2007-B5 Notes have benefit
                of a
                Derivative Agreement, the Issuer will have obtained a Derivative
                Agreement
                for the benefit of the Holders of the additional Class 2007-B5
                Notes.

            


    

    


    As
      of the
      date of issuance of additional Class 2007-B5 Notes, the Outstanding Dollar
      Principal Amount and Nominal Liquidation Amount of the Class 2007-B5 Notes
      will
      be increased to reflect the Initial Dollar Principal Amount of the additional
      Class 2007-B5 Notes.

    


    Any
      outstanding Class 2007-B5 Notes and any additional Class 2007-B5 Notes will
      be
      equally and ratably entitled to the benefits of the Indenture without
      preference, priority or distinction.

    


    Optional
      Redemption Provisions other than Section 1202 "Clean-Up
      Call":  None

    


    Additional
      Early Redemption Events or changes to Early Redemption
      Events:  None

    


    Additional
      Events of Default or changes to Events of
      Default:  None

    


    Business
      Day: means any day other than (a) a Saturday or Sunday or (b) any other
      day on which national banking associations or state banking institutions in
      New
      York, New York or South Dakota, or any other state in which the principal
      executive offices of any Additional Seller are located, are authorized or
      obligated by law, executive order or governmental decree to be
      closed.

    


    Securities
      Exchange Listing:  Application will be made to list the Class
      2007-B5 Notes on the Irish Stock Exchange.


    
      
         

      

      
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    The
      Class 2007-B5 Notes shall have such
      other terms as are set forth in the form of Note attached hereto as Exhibit
      A.  Pursuant to Section 202, the form of Note attached hereto has been
      approved by the Issuer.

    


    


    CITIBANK
      CREDIT CARD ISSUANCE TRUST

    


    By           Citibank
      (South Dakota), National Association,

    as
      Managing Beneficiary

    


    /s/
      Douglas C. Morrison

    ___________________________

    Douglas
      C. Morrison

    Vice
      President

    


    Dated:  October
      31, 2007


    
      
         

      

      
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    Citiseries

    Class
      2007-B5 Notes

    


    Reference
      is made to the resolutions adopted by the Board of Directors of Citibank (South
      Dakota), National Association ("Citibank (South Dakota)") on April 26, 2000,
      as
      amended on September 25, 2001 and October 25, 2006. The resolutions authorize
      Citibank (South Dakota) from time to time to issue and sell, or to arrange
      for
      or participate in the issuance and sale of, one or more series and/or classes
      of
      pass-through certificates, participation certificates, commercial paper, notes
      or other securities representing ownership interests in, or backed by, pools
      of
      credit card receivables or interests therein ("Receivables") in an aggregate
      principal amount such that up to $125,000,000,000 of such certificates,
      commercial paper, notes or securities are outstanding at any one time and to
      sell, transfer, convey or assign Receivables to trusts or other special purpose
      entities in connection therewith on such terms as to be determined by the
      Citibank (South Dakota) Pricing and Loan Committee (the "Pricing and Loan
      Committee").

    


    The
      undersigned, a duly authorized member of the Pricing and Loan Committee, on
      behalf of such Pricing and Loan Committee, does hereby certify that the terms
      of
      the tranche of Notes set forth in and to be created by the preceding Issuer
      Certificate and the increase in the Invested Amount of the Collateral
      Certificate resulting from the issuance of such Notes have been approved by
      such
      Pricing and Loan Committee. In addition, the following underwriting/selling
      agent terms with respect to this tranche of Notes have been approved by such
      Pricing and Loan Committee:

    


    Issue
      Price:  100%

    


    Underwriting
      Commission:  0.25%

    


    Proceeds
      to Issuer:  99.75%

    


    Representative
      of the Underwriters:  Citigroup Global Markets Inc.

    


    


    The
      preceding Issuer Certificate and this certification of Pricing and Loan
      Committee approval shall be, continuously from the time of their execution,
      official records of Citibank (South Dakota).

    


    


    


    
      	
              /s/
                Douglas
                C. Morrison
                ------------------------------------------------

              

            
	
              Douglas
                C. Morrison

            
	
              Member
                of the Pricing and Loan Committee

            
	
              Citibank
                (South Dakota), National
                Association

            


    

    


    


    Dated:  October
      31, 2007


    
      
         

      

      
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    Exhibit
      A

    


    FORM
      OF

    


    CITISERIES

    


    FLOATING
      RATE CLASS 2007-B5 NOTES OF NOVEMBER 2012

    (Legal
      Maturity Date November 2014)

    


    


    $___,000,000                                                                                                                             REGISTERED

    CUSIP
      No.
      17305E EA
      9                                                                                                                     No.
      R-__

    


    UNLESS
      THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
      COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED
      IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
      AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
      TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
      ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
      PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
      AN INTEREST HEREIN.

    


    THE
      PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN AND IN THE INDENTURE
      REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE
      AT
      ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

    


    


    CITIBANK
      CREDIT CARD ISSUANCE TRUST

    


    CITISERIES

    


    FLOATING
      RATE CLASS 2007-B5 NOTES OF NOVEMBER 2012

    (Legal
      Maturity Date November 2014)

    


    


    CITIBANK
      CREDIT CARD ISSUANCE TRUST, a trust formed and existing under the laws of the
      State of Delaware (including any successor, the "Issuer"), for value received,
      hereby promises to pay to CEDE & CO., or its registered assigns, the
      principal amount of _____ HUNDRED MILLION DOLLARS ($___,000,000).  The
      Expected Principal Payment Date for this Note is November 7,
      2012.  The Legal Maturity Date for this Note is November 7,
      2014.

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    The
      Issuer hereby promises to pay interest on this Note on the 7th day of
      each month,
      beginning December 2007, until the principal of this Note is paid or made
      available for payment, subject to certain limitations set forth in the
      Indenture.  Interest will accrue on the outstanding principal amount
      of this Note for each interest period in an amount equal to the product of
      (i)
      the actual number of days in such interest period divided by 360, (ii) a rate
      per annum equal to the Class 2007-B5 Note Rate for such interest period, and
      (iii) the outstanding principal amount of this Note as of the preceding Interest
      Payment Date (after giving effect to any payments of principal made on the
      preceding Interest Payment Date) or, in the case of the first Interest Payment
      Date, the initial principal amount of this Note.  The Class 2007-B5
      Note Rate will be determined as provided in the Indenture.

    


    If
      any
      Interest Payment Date or Principal Payment Date of this Note falls on a day
      that
      is not a Business Day, the required payment of interest or principal will be
      made on the following Business Day.

    


    This
      Note
      is one of the Citiseries, Class 2007-B5 Notes issued pursuant to the Indenture,
      dated as of September 26, 2000 (as amended and otherwise modified from time
      to
      time, the "Indenture") between the Issuer and Deutsche Bank Trust Company
      Americas, as Trustee. For purposes of this Note, the term "Indenture" includes
      any supplemental indenture or Issuer Certificate relating to the Citiseries,
      Class 2007-B5 Notes. This Note is subject to all of the terms of the Indenture.
      All terms used in this Note that are not otherwise defined herein and that
      are
      defined in the Indenture will have the meanings assigned to them
      therein.

    


    The
      principal of and interest on this Note are payable in such coin or currency
      of
      the United States of America as at the time of payment is legal tender for
      payment of public and private debts.

    


    Each
      Holder by acceptance of this Note, and each owner of a beneficial interest
      in
      this Note by acceptance of a beneficial interest in this Note, is deemed to
      have
      consented to such amendments to the Pooling and Servicing Agreement and other
      operative documents as are necessary to permit the Seller to retain sale
      treatment for accounting purposes of the transfer of assets to the Master Trust,
      in accordance with the provisions of Financial Accounting Standards Board SFAS
      No. 140.

    


    Reference
      is made to the further provisions of this Note set forth on the reverse hereof,
      which will have the same effect as though fully set forth on the face of this
      Note.

    


    Unless
      the certificate of authentication hereon has been executed by the Trustee whose
      name appears below by manual signature, this Note will not

    


    


    


    


    


    


    



    
      
         

      

      
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    be
      entitled to any benefit under the Indenture, or be valid or obligatory for
      any
      purpose.

    


    IN
      WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually
      or
      in facsimile, by an Issuer Authorized Officer.

    


    
      	 	
              CITIBANK
                CREDIT CARD ISSUANCE TRUST

            
	 	 
	 	
              By:           CITIBANK
                (SOUTH DAKOTA),

            
	 	
              NATIONAL
                ASSOCIATION,

            
	 	
              as
                Managing Beneficiary of

            
	 	
              Citibank
                Credit Card Issuance Trust

            
	 	 
	 	 
	 	
              By:
                __________________________________

            
	 	
              Douglas
                C.
                Morrison

            
	 	
              Vice
                President

            


    

    


    Dated:  October
      31, 2007

    


    


    


    


    TRUSTEE'S
      CERTIFICATE OF AUTHENTICATION

    


    


    This
      is
      one of the Notes designated above and referred to in the within mentioned
      Indenture.

    


    


    
      	 	
              DEUTSCHE
                BANK TRUST COMPANY AMERICAS,

            
	 	
              as
                Trustee under the Indenture

            
	 	 
	 	 
	 	
              By:
                _________________________________

            
	 	
              Authorized
                Signatory

            


    

    


    Dated:  October
      31, 2007

    


    


    


    



    
      
         

      

      
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    REVERSE
      OF NOTE

    


    This
      Note
      is one of a duly authorized issue of Notes of the Issuer, designated as its
      Citiseries Floating Rate Class 2007-B5 Notes of November 2012 (Legal Maturity
      Date November 2014) (herein called the "Notes"), all issued under an Indenture,
      to which Indenture reference is hereby made for a statement of the respective
      rights and obligations thereunder of the Issuer, the Trustee and the Holders
      of
      the Notes.

    


    This
      Note
      ranks pari passu with all other Class B Notes of the same series, and this
      Note
      is subordinated to Class A Notes of the same series, as set forth in the
      Indenture. This Note is secured to the extent, and by the collateral, described
      in the Indenture.

    


    The
      Issuer will pay interest on overdue interest as set forth in the Indenture
      to
      the extent lawful.

    


    Each
      Holder by acceptance of this Note, and each owner of a beneficial interest
      in
      this Note by acceptance of a beneficial interest in this Note, agrees that
      no
      recourse may be taken, directly or indirectly, with respect to the obligations
      of the Issuer or the Trustee on the Notes, against the Issuer, the Issuer
      Trustee, Citibank (South Dakota), the Trustee or any affiliate, officer,
      employee or director of any of them, and the obligation of the Issuer to pay
      principal of or interest on this Note or any other amount payable to the Holder
      of this Note will be subject to Article V of the Indenture.

    


    Each
      Holder by acceptance of this Note, and each owner of a beneficial interest
      in
      this Note by acceptance of a beneficial interest in this Note, agrees that
      this
      Note is intended to be debt of Citibank (South Dakota) for federal, state and
      local income and franchise tax purposes, and agrees to treat this Note
      accordingly for all such purposes, unless otherwise required by a taxing
      authority.

    


    Each
      Holder by acceptance of this Note, and each owner of a beneficial interest
      in
      this Note by acceptance of a beneficial interest in this Note, agrees that
      it
      will not at any time institute against the Issuer, or join in any institution
      against the Issuer of, any bankruptcy, reorganization, arrangement, insolvency
      or liquidation proceeding, or other proceedings under any United States federal
      or state bankruptcy or similar law in connection with any obligations relating
      to this Note, the Indenture or any Derivative Agreement.

    


    This
      Note
      and the Indenture will be construed in accordance with and governed by the
      laws
      of the State of New York.

    


    No
      reference herein to the Indenture and no provision of this Note or of the
      Indenture will alter or impair the obligation of the Issuer, which is absolute
      and unconditional, to pay the principal of and interest on this Note at the
      times, place and rate, and in the coin or currency, herein
      prescribed.

    


    Certain
      amendments may be made to the Indenture without the consent of the Holder of
      this Note.  This Note must be surrendered for final payment of
      principal and interest.

    


    



    
      
         

      

      
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    ASSIGNMENT

    


    


    Social
      Security or taxpayer I.D. or other identifying number of
      assignee:____________________

    


    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto

    


    ___________________________________________________________________

    


    ___________________________________________________________________

    (name
      and
      address of assignee)

    


    the
      within Note and all rights thereunder, and hereby irrevocably constitutes and
      appoints __________________________________________________________, attorney,
      to transfer said Note on the books kept for registration thereof, with full
      power of substitution in the premises.

    


    Dated:  ____________________________                              _________________________*

       Signature
      Guaranteed:

    


    


    


    


    ----------------

    *    NOTE:
      The signature to this assignment must correspond with the name of the registered
      owner as it appears on the face of the within Note in every particular without
      alteration, enlargement or any change whatsoever.

    


    


    


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