EX-4.1



 Exhibit 4.1 

CITIBANK CREDIT CARD ISSUANCE TRUST 

Citiseries 
 Class 2017-A3
Notes 
 (Additional Issuance of May 22, 2017) 

Issuer Certificate 
 Pursuant to
Sections 202 and 301(h) of the Indenture 
 Reference is made to the Second Amended and Restated Indenture dated as of
September 26, 2000, as amended and restated as of August 9, 2011, and as further amended and restated as of November 10, 2016, between Citibank Credit Card Issuance Trust (the “Issuer”) and Deutsche Bank Trust Company
Americas, as trustee (as so further amended and restated, 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 an Issuer Certificate dated April 11, 2017, a tranche of Notes of the Citiseries designated Class 2017-A3 was established, of which $1,900,000,000
Outstanding Dollar Principal Amount is Outstanding (the “Outstanding 2017-A3 Notes”). This Issuer Certificate relates to additional Notes of Class 2017-A3 (hereinafter, the “New Class 2017-A3 Notes”, and together with the
Outstanding Class 2017-A3 Notes, the “Class 2017-A3 Notes”) having the following terms: 
 Series Designation: Citiseries. This series is
included in Group 1. 
 Tranche Designation: $2,700,000,000 1.92% Class 2017-A3 Notes of April 2020 (Legal Maturity Date April 2022) 

Currency: The New Class 2017-A3 Notes will be payable, and denominated, in Dollars. 

Denominations: The New Class 2017-A3 Notes will be issuable in minimum denominations of $100,000 and multiples of $1,000 in excess of that amount. 

Issuance Date: May 22, 2017 
 Initial Principal
Amount: $800,000,000 
 Issue Price: 100.267% plus interest accrued from April 11, 2017 to the Issuance Date. 

Interest Rate: 1.92% per annum, calculated on the basis of a 360 day year of twelve 30 day months. 

Additional Deposit to Interest Funding sub-Account: On the Issuance Date of the New Class 2017-A3 Notes, the Issuer will make or cause to be made a
deposit to the Interest Funding sub-







 
Account for the Class 2017-A3 Notes from the proceeds to the Issuer from the issuance of the New Class 2017-A3 Notes in an amount equal to $1,749,333.33. This amount will not be subject to
reallocation pursuant to Section 505. Notwithstanding any provision in the Indenture to the contrary, the deposit targeted to be made to the Interest Funding sub-Account for the Class 2017-A3 Notes with respect to the New Class 2017-A3 Notes on
the June 7, 2017 Interest Deposit Date will be in an amount equal to $640,000.00, for an aggregate amount on deposit of $2,389,333.33. 
 Scheduled
Interest Payment Dates: The 7th day of each April and October, beginning October 2017. 
 Each payment of interest on the New Class 2017-A3 Notes will
include all interest accrued from and including the preceding Interest Payment Date — or, for the first interest period, from and including April 11, 2017 — to and including the day preceding the current Interest Payment Date, plus
any interest accrued but not previously paid. 
 Expected Principal Payment Date: April 7, 2020 

Legal Maturity Date: April 7, 2022 
 Monthly
Principal Date: For the month in which the Expected Principal Payment Date occurs, April 7, 2020, 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: $47,863,280.00 

Required Subordinated Amount of Class C Notes: $63,817,680.00 

Controlled Accumulation Amount: $66,666,666.67 
 Form
of Notes: The New Class 2017-A3 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 2017-A3 Notes: The Issuer may at any time and from
time to time issue additional Class 2017-A3 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 2017-A3 Notes as a result of the issuance of such additional Class
2017-A3 Notes; 

  

	 	(b)	As of the date of issuance of the additional Class 2017-A3 Notes, all amounts due and owing to the Holders of the then outstanding Class 2017-A3 Notes have been paid and there is no Nominal Liquidation Amount Deficit
with respect to the then outstanding Class 2017-A3 Notes; 


  
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	 	(c)	The additional Class 2017-A3 Notes will be fungible with the original Class 2017-A3 Notes for federal income tax purposes; 

  

	 	(d)	If Holders of the then outstanding Class 2017-A3 Notes have the benefit of a Derivative Agreement, the Issuer will have obtained a Derivative Agreement for the benefit of the Holders of the additional Class 2017-A3
Notes; and 

  

	 	(e)	The ratio of the Controlled Accumulation Amount to the Initial Dollar Principal Amount of the Class 2017-A3 Notes, including the additional Class 2017-A3 Notes, will be equal to the ratio of the Controlled Accumulation
Amount (before giving effect to the additional issuance) to the Initial Dollar Principal Amount of the Class 2017-A3 Notes, excluding the additional Class 2017-A3 Notes. 


As of the date of issuance of additional Class 2017-A3 Notes, the Outstanding Dollar Principal Amount and Nominal Liquidation Amount of the Class 2017-A3
Notes will be increased to reflect the Initial Dollar Principal Amount of the additional Class 2017-A3 Notes. 
 Any outstanding Class 2017-A3 Notes and any
additional Class 2017-A3 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: None 
 Provisions
Relating to Issuance of New Class 2017-A3 Notes: The New Class 2017-A3 Notes are part of the Class 2017-A3 Notes, and the Outstanding Class 2017-A3 Notes and the New Class 2017-A3 Notes together constitute a single tranche of Class 2017-A3 Notes
and will be equally and ratably entitled to the benefits of the Indenture without preference, priority or distinction. The New Class 2017-A3 Notes are fungible with the Outstanding Class 2017-A3 Notes and are intended to trade interchangeably with
the Outstanding Class 2017-A3 Notes. 
 The Initial Dollar Principal Amount of the New Class 2017-A3 Notes is $800,000,000, and, after giving effect to the
issuance of the New Class 2017-A3 Notes, the Initial Dollar Principal Amount of the Class 2017-A3 Notes will be the sum of the Initial Dollar Principal Amounts of the Outstanding Class 2017-A3 Notes and the New Class 2017-A3 Notes. 

  
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 The Nominal Liquidation Amount of the New Class 2017-A3 Notes is $800,000,000, and, after giving effect to the
issuance of the New Class 2017-A3 Notes, the Nominal Liquidation Amount of the Class 2017-A3 Notes will be the sum of the Nominal Liquidation Amounts of the Outstanding Class 2017-A3 Notes and the New Class 2017-A3 Notes. 

The Controlled Accumulation Amount of the New Class 2017-A3 Notes is $66,666,666.67, and, after giving effect to the issuance of the New Class 2017-A3 Notes,
the Controlled Accumulation Amount of the Class 2017-A3 Notes will be the sum of the Controlled Accumulation Amounts of the Outstanding Class 2017-A3 Notes and the New Class 2017-A3 Notes. 

The Required Subordinated Amount of Class B Notes for the New Class 2017-A3 Notes is $47,863,280.00, and, after giving effect to the issuance of the New Class
2017-A3 Notes, the Required Subordinated Amount of Class B Notes for the Class 2017-A3 Notes will be the sum of the Required Subordinated Amounts of Class B Notes for the Outstanding Class 2017-A3 Notes and the New Class 2017-A3 Notes. The Required
Subordinated Amount of Class C Notes for the New Class 2017-A3 Notes is $63,817,680.00, and, after giving effect to the issuance of the New Class 2017-A3 Notes, the Required Subordinated Amount of Class C Notes for the Class 2017-A3 Notes will be
the sum of the Required Subordinated Amounts of Class C Notes for the Outstanding Class 2017-A3 Notes and the New Class 2017-A3 Notes. 
 This Issuer
Certificate and the Issuer Certificate relating to the Outstanding Class 2017-A3 Notes together constitute the terms document for the Class 2017-A3 Notes. 

  
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 The New Class 2017-A3 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, N.A.,
		 	as Managing Beneficiary
		
		 	 /s/ Douglas C. Morrison

		 	     Douglas C. Morrison

		 	     Vice President



 Dated: May 22, 2017 

  
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 Citiseries 

Class 2017-A3 Notes 

(Additional Issuance of May 22, 2017) 

Reference is made to the resolutions adopted by the Board of Directors of Citibank, N.A. on January 25, 2017. The resolutions authorize
Citibank, N.A. 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, bonds or other
securities representing ownership interests in, or backed or secured by, pools of credit card receivables or interests therein (the “Receivables”) in an aggregate principal amount such that up to $45,000,000,000 of such certificates,
commercial paper, notes, bonds or other securities are outstanding at any one time and to sell, transfer, convey, assign or pledge or grant a security interest in all or any portion of its Receivables to Citibank Credit Card Master Trust I, Citibank
Omni Trust or any direct or indirect subsidiaries of Citibank, N.A., affiliates of Citigroup Inc., additional trusts or other entities or trustees in connection therewith on such terms as to be determined by the Citibank, N.A. Securitization 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 preceding Issuer Certificate, the terms of the New Class of 2017-A3 Notes set forth in and to be created by the 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 the New Class 2017-A3 Notes have been
approved by the Pricing and Loan Committee: 
 Issue Price: 100.267% plus interest accrued from April 11, 2017 to the Issuance Date 

Underwriting Commission: 0.2500% 

Proceeds to Issuer: 100.017% plus interest accrued from April 11, 2017 to the Issuance Date 

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, N.A. 
 /s/ Douglas C. Morrison 

Douglas C. Morrison 
 Member of the Securitization Pricing and
Loan Committee 
 Citibank, N.A. 
 Dated: May 22, 2017


  
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 Exhibit A 

FORM OF 
 CITISERIES 

1.92% CLASS 2017-A3 NOTES OF APRIL 2020 

(Legal Maturity Date April 2022) 
  

									
	$[        ],000,000	 		 		 		  	REGISTERED
	CUSIP No. 17305E GB5	 		 		 		  	No. R-[5][6]

 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 
 1.92% CLASS 2017-A3
NOTES OF APRIL 2020 
 (Legal Maturity Date April 2022) 

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 April 7, 2020. The Legal Maturity Date for this Note is April 7, 2022. 

The Issuer hereby promises to pay interest on this Note on the 7th day of each April and October, beginning October 2017, 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








 
number of days in the interest period computed on the basis of a 360-day year of twelve 30-day months, (ii) a rate per annum equal to the Class 2017-A3 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, with respect to the first Interest Payment
Date, the initial principal amount of this Note. The Class 2017-A3 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 2017-A3 Notes issued pursuant to the Second Amended and Restated Indenture dated as of September 26, 2000, as
amended and restated as of August 9, 2011, and as further amended and restated as of November 10, 2016 (as so further amended and restated 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 2017-A3 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. 
 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 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, N.A.,
		 	    as Managing Beneficiary of
		 	    Citibank Credit Card Issuance Trust


 
					
			
		 	 By:
	 	  

		 		 	    Douglas C. Morrison
		 		 	    Vice President


 Dated: May 22, 2017 

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: May 22, 2017 







 REVERSE OF NOTE 

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Citiseries 1.92% Class 2017-A3 Notes of April 2020 (Legal Maturity Date
April 2022) (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 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, N.A., 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, in each case
other than Citibank, N.A. as Holder or owner, agrees that this Note is intended to be debt of Citibank, N.A. 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. 

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. 







 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.