class2009-a1.htm


     

     

     

     

    Exhibit 4.2

     

    

      Execution
Copy

      


      


      AMENDMENT
TO ISSUER CERTIFICATE

      


      CITIBANK
CREDIT CARD ISSUANCE TRUST

      


      Citiseries

      Class
2009-A1 Notes

      


       

      AMENDMENT
NO. 1 dated as of May 1, 2009 (this “Amendment”) to the Citibank Credit Card
Issuance Trust, Citiseries Class 2009-A1 Notes Issuer Certificate dated March
25, 2009 (the “2009-A1 Issuer Certificate”), issued pursuant to Sections 202 and
301(h) of 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.

       

      The
Issuer desires to change the Required Subordinated Amounts in the 2009-A1 Issuer
Certificate and, pursuant to Section 312(b) and Section 1001(j) of the
Indenture, the consent of Noteholders is not required for such
change.

       

      Accordingly,
the parties hereto hereby agree as follows:

       

      1.           Amendment to Issuer
Certificate. The items “Required Subordinated Amount of Class B Notes”
and “Required Subordinated Amount of Class C Notes” of the 2009-A1 Issuer
Certificate are hereby amended and restated in their entirety as
follows:

       

      “Required Subordinated Amount of Class
B Notes:  $179,487,300 (which represents 5.98291% of the
Initial Principal Amount of the Class 2009-A1 Notes).

       

      Required Subordinated Amount of Class
C Notes:  $239,316,300 (which represents 7.97721% of the
Initial Principal Amount of the Class 2009-A1 Notes).”

       

      2.           Counterparts. This
Amendment may be executed in counterparts, each of which will be an original,
but all of which together will constitute a single agreement.

       

      3.           Governing
Law.  This Amendment will be construed in accordance with and
governed by the laws of the State of New York.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

         

      

      4.           Issuer Certificate in Full
Force and Effect. This Amendment is made pursuant to Section 312(b) and
Section 1001(j) of the Indenture. Except as expressly amended hereby, the
2009-A1 Issuer Certificate will continue in full force and effect in accordance
with the provisions thereof as in existence on the date hereof.  This
Amendment will become effective only upon the execution and delivery of
counterparts hereof by the parties thereto, and upon delivery to the Trustee of
a Master Trust Tax Opinion, an Issuer Tax Opinion and written confirmation from
each applicable Rating Agency that there will be no Ratings Effect. After the
date of the effectiveness hereof, any reference to the 2009-A1 Issuer
Certificate will mean the 2009-A1 Issuer Certificate as amended by this
Amendment.  The Trustee makes no representation as to the validity or
sufficiency of this Amendment.

       

      


       

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      IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to the Citibank
Credit Card Issuance Trust, Citiseries Class 2009-A1 Notes Issuer Certificate to
be duly executed as of the day and year first above written.

      
 

      
        CITIBANK CREDIT CARD ISSUANCE
TRUST

        
                      By  Citibank (South Dakota), National
Association,

        

                             as
Managing Beneficiary

        


         

        By:  /s/
Douglas C. Morrison

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

        Douglas C. Morrison

          Vice
President

      

       

      
        

          DEUTSCHE
BANK TRUST COMPANY

          AMERICAS,
as Trustee,

          


          


          By:  /s/
Irene Siegel

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

          Irene Siegel

                       
Vice President

          


          By:  /s/
Maria Inoa

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

          Maria Inoa

            Associate

          
 

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