termsdoc07-a6.htm


    


    


    Exhibit
      4.1

    


    CITIBANK
      CREDIT CARD ISSUANCE TRUST

    


    Citiseries

    Class
      2007-A6 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:  $1,000,000,000 Floating Rate Class 2007-A6
      Notes of July 2010 (Legal Maturity Date July 2012) (hereinafter, the "Class
      2007-A6 Notes")

    


    Currency:  The
      Class 2007-A6 Notes will be payable, and denominated, in Dollars.

    


    Denominations:  The
      Class 2007-A6 Notes will be issuable in minimum denominations of $100,000 and
      multiples of $1,000 in excess of that amount.

    


    Issuance
      Date:  July 12, 2007

    


    Initial
      Principal Amount:  $1,000,000,000

    


    Issue
      Price:  100%

    


    Interest
      Rate:  The Class 2007-A6 Notes will accrue interest with
      respect to any interest period at a per annum rate equal to the Class 2007-A6
      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-A6
      Note Rate" means, with respect to the first interest period, 5.35000% per annum
      and, with respect to each interest period thereafter, a per annum rate equal
      to
      LIBOR for such interest period minus 0.01%.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    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 three months, however, upon the occurrence of an
      Event of Default or an Early Redemption Event with respect to the Class 2007-A6
      Notes, or if the Class 2007-A6 Notes are not paid in full on their Expected
      Principal Payment Date, "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 12th
      day of each
      January, April, July and October, beginning October 2007.

    


    Each
      payment of interest on the Class 2007-A6 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.

    


    Expected
      Principal Payment Date:  July 12, 2010

    


    Legal
      Maturity Date:  July 12, 2012

    


    Monthly
      Principal Date:  For the month in which the Expected
      Principal Payment Date occurs, July 12, 2010, and for each other month, the
      12th day of
      such month, or if such day is not a Business Day, the next following Business
      Day.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    


    Required
      Subordinated Amount of Class B
      Notes:  $59,829,100

    


    Required
      Subordinated Amount of Class C
      Notes:  $79,772,100

    


    Controlled
      Accumulation Amount:  $83,333,333

    


    Form
      of Notes:  The Class 2007-A6 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-A6 Notes:  The Issuer may at any time
      and from time to time issue additional Class 2007-A6 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-A6 Notes as a result of the issuance of such additional Class
                2007-A6
                Notes;

            


    

    


    
      	
               

            	
              (b)
                as of the date of issuance of the additional Class 2007-A6 Notes,
                all
                amounts due and owing to the Holders of the then outstanding Class
                2007-A6
                Notes have been paid and there is no Nominal Liquidation Amount Deficit
                with respect to the then outstanding Class 2007-A6
                Notes;

            


    

    


    
      	
               

            	
              (c)
                the additional Class 2007-A6 Notes will be fungible with the original
                Class 2007-A6 Notes for federal income tax
                purposes;

            


    

    


    
      	
               

            	
              (d)
                if Holders of the then outstanding Class 2007-A6 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-A6 Notes;
                and

            


    

    


    
      	
               

            	
              (e)
                the ratio of the Controlled Accumulation Amount to the Initial Dollar
                Principal Amount of the Class 2007-A6 Notes, including the additional
                Class 2007-A6 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 2007-A6 Notes, excluding
                the additional Class 2007-A6 Notes.

            


    

    


    As
      of the
      date of issuance of additional Class 2007-A6 Notes, the Outstanding Dollar
      Principal Amount and Nominal Liquidation Amount of the Class 2007-A6 Notes
      will
      be increased to reflect the Initial Dollar Principal Amount of the additional
      Class 2007-A6 Notes.

    


    Any
      outstanding Class 2007-A6 Notes and any additional Class 2007-A6 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


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    


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

    


    Interest
      Rate Swap:  The Issuer hereby represents that it has obtained
      an interest rate swap agreement (the "Swap") for the benefit of the Holders
      of
      the Class 2007-A6 Notes, a copy of which is attached hereto as Exhibit
      B.  Monthly payments between the Issuer and the swap counterparty
      pursuant to the Swap will be netted.  Net swap receipts received by
      the Issuer will be deposited into the Interest Funding sub-Account for the
      Class
      2007-A6 Notes on the date of receipt as provided in Section 504(a) and net
      swap
      payments to be made by the Issuer will be made from withdrawals from the
      Interest Funding sub-Account for the Class 2007-A6 Notes as provided in Section
      507(c).

    


    None
      of a
      ratings downgrade of or payment default by the counterparty to the Swap or
      a
      termination of the Swap will constitute an Early Redemption Event or Event
      of
      Default nor will any such event obligate the Issuer to replace the
      Swap.

    


    Subject
      to Section 522, so long as the Swap is a Performing Derivative Agreement,
      targeted deposits of Finance Charge Collections to the Interest Funding
      sub-Account for the Class 2007-A6 Notes will be made on the Business Day
      preceding the 12th calendar
      day of
      each month, beginning August 2007. The deposit targeted to be made to the
      Interest Funding sub-Account for the Class 2007-A6 Notes on August 10, 2007
      will
      be $4,507,916.67.  If the Swap becomes a non-Performing Derivative
      Agreement, (i) targeted deposits of Finance Charge Collections to the Interest
      Funding sub-Account for the Class 2007-A6 Notes will be made as provided in
      Section 503(d) and (ii) withdrawals will be made from the Interest Funding
      sub-Account for the Class 2007-A6 Notes as provided in Section
      507(d).

    


    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-A6 Notes on the Irish Stock Exchange.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    The
      Class
      2007-A6 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:  July
      12, 2007

    



    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    Citiseries

     

    Class
      2007-A6 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:  0.175%

    


    Proceeds
      to Issuer:  99.825%

    


    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:  July
      12, 2007


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    Exhibit
      A

    


    FORM
      OF

    


    CITISERIES

    


    FLOATING
      RATE CLASS 2007-A6 NOTES OF JULY 2010

    (Legal
      Maturity Date July 2012)

    


    


    
      	
              $___,000,000

            	 	
              REGISTERED

            
	
              CUSIP
                No. 17305E DW 2

            	 	
              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-A6 NOTES OF JULY 2010

    (Legal
      Maturity Date July 2012)

    


    


    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 July 12, 2010.  The
      Legal Maturity Date for this Note is July 12, 2012.

    


    The
      Issuer hereby promises to pay interest on this Note on the12th day of each
      January, April, July and October, beginning October 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-A6 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-A6 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-A6 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-A6 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


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    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:  July
      12, 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:  July
      12, 2007

    


    


    


    



    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    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-A6 Notes of July 2010 (Legal Maturity Date
      July 2012) (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 (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.

    


    



    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    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.

    


    


    


    


    



    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    Exhibit
      B

    


    $1,000,000,000
      Floating Rate Class 2007-A6 Notes of July 2010

    (Legal
      Maturity Date July 2012)

    Citiseries

     

    CONFIRMATION

     

    Deal
      Reference Number M073532

    


    
      	
              To:

            	
              CITIBANK
                CREDIT CARD ISSUANCE TRUST, as Issuer (the “Issuer”) of the
                $1,000,000,000 Floating Rate Class 2007-A6 Notes of July 2010 (Legal
                Maturity Date July 2012) of the
                Citiseries

            


    

     

    
      	
              From:

            	
              CITIBANK,
                N.A. (“Counterparty”)

            


    

     

    
      	
              Date:

            	
              July
                12, 2007

            


    

     

    The
      purpose of this agreement is to set forth the terms and conditions of the Swap
      Transaction entered into between us on the Trade Date specified below (the
      “Swap Transaction”). This letter constitutes a “Confirmation” relating
      to an ISDA Master Agreement, as defined below.

     

    
      	
              1.

            	
              Confirmation.  This
                Confirmation will be governed by and subject to the terms and conditions
                which would be applicable if, prior to the Trade Date, the parties
                had
                executed and delivered an ISDA Master Agreement (Multicurrency-Cross
                Border), in the form published by ISDA in 1992 (the “Master
                Agreement”) between the Issuer and Counterparty with the Schedule
                attached hereto representing the Schedule to the Master Agreement
                and the
                modifications provided below, and relating to the $1,000,000,000
                Floating
                Rate Class 2007-A6 Notes of July 2010 (Legal Maturity Date July 2012)
                of
                the Citiseries issued on the date hereof (the “Reference Class 2007-A6
                Notes”).  All provisions that would be contained or
                incorporated by reference in the Master Agreement will govern this
                Confirmation except as expressly modified below. In the event of
                any
                inconsistency between provisions in the Master Agreement and provisions
                in
                this Confirmation, this Confirmation will
                govern.

            


    

     

    The
      definitions and provisions contained in the 2000 ISDA Definitions (including
      the
      Annex thereto) and the 1998 ISDA Currency Option Definitions are incorporated
      into this Confirmation.  In the event of any inconsistency between
      those definitions and provisions and this Confirmation, this Confirmation will
      govern.

     

    This
      Confirmation will be governed by and construed in accordance with the laws
      of
      the State of New York, without reference to choice of law doctrine.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Each
      party represents to the other that it has entered into this Transaction in
      reliance upon such tax, accounting, regulatory, legal and financial advice
      as it
      deems necessary and not upon any view expressed by the other.

     

    
      	
              2.

            	
              Terms.  The
                terms of the particular Swap Transaction to which this Confirmation
                relates are as follows:

            


    

    


    
      	
              Transaction
                Type:

            	
              Rate
                Swap Transaction

               

            
	 
	
              Notional
                Amount:

            	
              With
                respect to each Calculation Period, the Outstanding Dollar Principal
                Amount of the Reference Class 2007-A6 Notes as of the first day of
                such
                Calculation Period (after giving effect to any distribution of principal
                in respect of the Reference Class 2007-A6 Notes on such
                day).

            
	
              Trade
                Date:

            	
              July
                5, 2007

            
	
              Effective
                Date:

            	
              July
                12, 2007

            
	
              Termination
                Date:

            	
              The
                earlier of (a) the Expected Principal Payment Date (as defined in
                the
                Terms Document) and (b) the Distribution Date on which the Outstanding
                Dollar Principal Amount of the Reference Class 2007-A6 Notes is paid
                in
                full

            
	
              Distribution
                Date:

            	
              The
                12th day of each calendar month, or if such day is not a Business
                Day, the
                next following Business Day, commencing August 2007

            
	
              Fixed
                Amounts:

            
	
              Fixed
                Rate Payer:

            	
              Issuer

               

            
	
              Fixed
                Rate Payer Payment
                Date:

            	
              One
                Business Day before each Distribution Date, commencing August
                2007

            
	
              Fixed
                Rate Payer Period End
                Date:

            	
              The
                12th day of each calendar month commencing August 2007 determined
                with no
                adjustment

            
	
              Fixed
                Amount:

            	
              For
                the first  Distribution Date, $4,507,916.67 and for all other
                Distribution Dates, the product of:

            
	 	
              1
                /12

            	
              x

            	
              5.4095%
                per annum

            	
              x

            	
              the
                Notional Amount with respect to the applicable Calculation
                Period

            
	
              Floating
                Amounts:

            	 
	
              Floating
                Rate Payer:

            	
              Counterparty

            
	
              Floating
                Rate Payer Payment Date:

            	
              One
                Business Day before each Distribution Date, commencing August
                2007

            
	
              Floating
                Rate Payer Period End Date:

            	
              The
                12th day of each calendar month, commencing August 2007, and subject
                to
                adjustment in accordance with the Following Business Day
                Convention

            
	
              Floating
                Rate Option:

            	
              USD-LIBOR-BBA

            
	
              Designated
                Maturity:

            	
              Three
                months; however, if there is an Event of Default or Early Redemption
                Event, one month

            
	
              Spread:

            	
              Minus
                0.01%; provided, however, that the per annum rate
                (Floating Rate plus Spread) for the Initial Calculation Period will
                be
                5.35000%

            
	
              Initial
                Calculation Period:

            	
              From
                and including July 12, 2007 to but excluding August 13,
                2007

            
	
              Floating
                Rate Day Count Fraction:

            	
              Actual/360

            
	
              Reset
                Dates:

            	
              Two
                London Business Days before the Distribution Date occurring in each
                of
                January, April, July and October of each year; however, if there
                is an
                Event of Default or Early Redemption Event, two London Business Days
                before each Distribution Date

            
	
              Business
                Days:

            	
              New
                York and South Dakota

            
	 	 
	 	 


    

    



    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    3.           Account
      Details.

    
      	
              Payments
                to the
                Issuer:

            	
              Citibank,
                N.A., Corporate Trust

              ABA:  021
                0000 89

              Ref:  CCCIT
                2007-A6

              Attention:
                Wafaa Orfy

              A/C:                      36114325

              Or
                to such other account as to which the Issuer gives reasonable prior
                notice
                from time to time

            
	
              Payments
                to
                Counterparty:

            	
              Citibank,
                N.A., New York

              ABA:021
                0000 89

              A/C:00167679

              Financial
                Futures Reference: M073532

              Or
                to such other account as to which Counterparty gives reasonable prior
                notice from time to time

            
	 


    

    


    Each
      amount payable with respect to this Swap Transaction will be paid by 12:00
      p.m.,
      New York City time, on a best efforts basis, on the relevant Scheduled Payment
      Date.

     

    4.           Notices

     

    Address
      and telephone number for notices or communications to Counterparty (for
      allpurposes) shall be as specified in Part 4 of the Schedule to the Master
      Agreement.

     

    


     


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    Please
      confirm that the foregoing correctly sets forth the terms of our agreement
      by
      executing the copy of this Confirmation enclosed for that purpose and returning
      it to us.

     

    Very
      truly yours,

     

    CITIBANK,
      N.A.

     

    


    By:  /s/
      Frank A. Licciardello

    Frank
      A.
      Licciardello

    Authorized
      Signatory

    


    Accepted
      and confirmed as of

    the
      date
      first above written:

     

    CITIBANK
      CREDIT CARD ISSUANCE TRUST,

    as
      issuer
      of the Floating Rate Class 2007-A6 Notes

    of
      July
      2010 (Legal Maturity Date July 2012) of the Citiseries

     

    
      	
              By:

            	
              Citibank
                (South Dakota), National Association, as Managing
                Beneficiary

            


    

     

    By:
      /s/ Douglas C. Morrison

    Douglas
      C. Morrison

    Vice
      President

     

    


     


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    $1,000,000,000
      Floating Rate Class 2007-A6 Notes of July 2010

    (Legal
      Maturity Date July 2012)

    Citiseries

     

    SCHEDULE

    


    


    to
      the

    Master
      Agreement referred to in the

    


    CONFIRMATION
      dated as of July 12, 2007

    (Deal
      Reference Number: M073532)

    


    between

     

    CITIBANK
      CREDIT CARD ISSUANCE TRUST (the “Issuer”), as issuer of the Floating
      Rate Class 2007-A6 Notes of July 2010

    (Legal
      Maturity Date July 2012) of the Citiseries

     

    and

     

    CITIBANK,
      N.A.  (“Counterparty”).

     

    Part
      1.  Termination Provisions.

     

    
      	
              (a)

            	
              “Specified
                Entity” means in relation to the Issuer for the purpose
                of:

            


    

     

    Section
      5(a)(v),                                           None

    Section
      5(a)(vi),                                           None

    Section
      5(a)(vii),                                           None

    Section
      5(b)(iv),                                           None

     

    and
      in  relation to Counterparty for the purpose of:

     

    Section
      5(a)(v),                                           None

    Section
      5(a)(vi),                                           None

    Section
      5(a)(vii),                                           None

    Section
      5(b)(iv),                                           None

     

    
      	
              (b)

            	
              “Specified
                Transaction” will have the meaning specified in Section
                14.

            


    

     

    
      	
              (c)

            	
              “Events
                of Default”.  The following Events of Default will
                not apply to the Issuer or any Credit Support Provider of the Issuer
                and
                the definition of “Event of Default” in Section 14 is deemed to
                be modified accordingly:

            


    

     

    Section
      5(a)(ii), (Breach of Agreement)

    Section
      5(a)(iii), (Credit Support Default)

    Section
      5(a)(iv), (Misrepresentation)

    Section
      5(a)(v), (Default under Specified Transaction)

    Section
      5(a)(vi), (Cross Default)

    Section
      5(a)(vii), (Bankruptcy)

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	
              (d)

            	
              “Termination
                Events”.  The following Termination Events, to the
                extent Counterparty would have been the Affected Party or the Burdened
                Party, as the case may be, will not apply and the definition of
                “Termination Event” in Section 14 is deemed to be modified
                accordingly:

            


    

     

    Section
      5(b)(ii), (Tax Event)

    Section
      5(b)(iii), (Tax Event Upon Merger)

    Section
      5(b)(iv), (Credit Event Upon Merger)

     

    
      	
              (e)

            	
              The
                “Automatic Early Termination” provision of
                Section 6(a) will not apply to the Issuer or
                Counterparty.

            


    

     

    
      	
              (f)

            	
              Payments
                on Early Termination, Unpaid
                Amounts  Notwithstanding any provision to the
                contrary in this Agreement, upon the occurrence of an Early Termination
                Date in respect of one or more outstanding Transactions, the provisions
                of
                Sections 6(d)(i) (to the extent they relate to obtaining Market
                Quotations) and 6(e)(i), (ii) and (iv) will not apply, but Unpaid
                Amounts
                will still be owed.

            


    

     

    Part
      2.  Tax Representations.

     

    
      	
              (a)

            	
              Payer
                Representations.  For the purpose of Section 3(e),
                each of the Issuer and Counterparty represents that it is not required
                by
                any applicable law, as modified by the practice of any relevant
                governmental revenue authority, of any Relevant Jurisdiction to make
                any
                deduction or withholding for or on account of any Tax from any payment
                (other than interest under Section 2(e), 6(d)(ii) or 6(e)) to be
                made by
                it to the other party under this Agreement.  In making this
                representation, it may rely on (i) the accuracy of any representation
                made
                by the other party pursuant to Section 3(f), (ii) the satisfaction
                of the
                agreement contained in Section 4(a)(i) or 4(a)(iii) and the accuracy
                and
                effectiveness of any document  provided by the other party
                pursuant to Section 4(a)(i) or 4(a)(iii) and (iii) the satisfaction
                of the
                agreement of the other party contained in Section 4(d), provided,
                however, that it will not be a breach of this representation
                where reliance is placed on clause (ii) and the other party does
                not
                deliver a form or document under Section 4(a)(iii) by reason of material
                prejudice to its legal or commercial
                position.

            


    

     


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    
      	
              (b)

            	
              Payee
                Representations.

            


    

     

    
      	
               

            	
              (i)

            	
              Issuer
                Representation.  For the purpose of Section 3(f),
                the Issuer makes no
                representations.

            


    

     

    
      	
               

            	
              (ii)

            	
              Counterparty
                Representation.  For the purpose of Section 3(f),
                Counterparty makes no
                representations.

            


    

     

    Part
      3.  Agreement to Deliver Documents.

     

    For
      the
      purpose of Sections 4(a)(i) and (ii):

     

    
      	
              (a)

            	
              Tax
                forms, documents or certificates to be delivered
                are:

            


    

     

    Each
      party agrees to complete, accurately and in a manner reasonably satisfactory
      to
      the other party, and to execute, arrange for any required certification of,
      and
      deliver to the other party (or to such government or taxing authority as the
      other party reasonably directs), any form or document that may be required
      or
      reasonably requested in order to allow the other party to make a payment under
      this Agreement without any deduction or withholding for or on account of any
      Tax
      or with such deduction or withholding at a reduced rate, promptly upon
      reasonable demand by the other party.

     

    
      	
              (b)

            	
              Other
                documents to be delivered are:

            


    

     

    
      	
              Party
                Required to Deliver Document

            	 	
              Form/Document/Certificate

            	 	
              Date
                by Which

              to
                Be Delivered

            	 	
              Covered
                by

              Section
                3(d)

              Representation

            
	
              Issuer
                and Counterparty.

            	 	
              Copies
                of all documents evidencing necessary corporate and other authorizations
                and approvals with respect to the execution, delivery and performance
                by
                the party of this Agreement, each Confirmation and any applicable
                Credit
                Support Document.

            	 	
              Upon
                execution of this Agreement.

            	 	
              Yes.

            
	
              Issuer
                and Counterparty.

            	 	
              A
                certificate of an authorized officer of the party certifying the
                names,
                true signatures and authority of the officers of the party signing
                this
                Agreement and any applicable Credit Support Document.

            	 	
              Upon
                execution of this Agreement.

            	 	
              Yes.

            
	
              Issuer.

            	 	
              Copies
                of Pooling and Servicing Agreement, Series 2000 Supplement, closing
                documents delivered in connection with the issuance of the Collateral
                Certificate, Indenture, Terms Document and closing documents delivered
                in
                connection with the Class 2007-A6 Notes, to the extent not previously
                delivered to Counterparty.

            	 	
              As
                promptly as practicable after the Trade Date.

            	 	
              No.

            


    

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    Part
      4.  Miscellaneous.

     

    
      	
              (a)

            	
              Addresses
                for Notices.  For the purpose of Section
                12(a):

            


    

     

    Address
      for notices or communications to the Issuer:

     

    
      	
               

            	
              Address:

            	
              Citibank
                Credit Card Issuance Trust

            


    

    c/o
      Citibank (South Dakota), National Association, as Managing
      Beneficiary

    701
      East
      60th Street, North

    Mail
      Code
      1251

    Sioux
      Falls, South Dakota  57117

    Attention:         General
      Counsel

    
      	
               

            	
              Fax:

            	
              605-330-6745

            


    

    
      	
              Telephone:

            	
              605-331-1567

            


    

     

    Address
      for notices or communications to Counterparty (for all purposes):

     

    Linda
      Cook

    Telephone:
      (212) 675 – 1627

    Citibank,
      N.A. New York

    111
      Wall
      Street

    4th
      Floor

    New
      York,
      New York  10005

    


     

               In
      addition, in the case of notices or communications relating to

               Section
      5, 6, 11 or 13 of this Agreement, a copy of any such notice or

               communication
      shall be addressed to the attention of Counterparty’s legal

               department
      as follows:

     

    
      	
               

            	 	
              Address:

            	
              Capital
                Markets Legal Department

            


    

    250
      West
      Street, 10th Floor,

    New
      York,
      New York 10013

    
      	
              Attention:

            	
              Derivative
                Department Head

            


    

     

    
      	
              (b)

            	
              Process
                Agent.  For the purpose of Section 13(c), the
                Issuer appoints Citigroup Inc. as its Process
                Agent.

            


    

     

    
      	
              (c)

            	
              Offices.  The
                provisions of Section 10(a) will apply to the Issuer and
                Counterparty.

            


    

     

    
      	
              (d)

            	
              Multibranch
                Party.  For the purpose of Section 10(c), the
                Issuer is not a Multibranch Party, and Counterparty is not a Multibranch
                Party.

            


    

     


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    
      	
              (e)

            	
              Calculation
                Agent.  The Issuer will be the Calculation Agent
                (it being understood that the Issuer has appointed Citibank (South
                Dakota), National Association,  to perform the duties of
                Calculation Agent hereunder).  All calculations by the
                Calculation Agent will be made in good faith and through the exercise
                of
                the Calculation Agent’s commercially reasonable judgment.  All
                such calculations will be final and binding on Counterparty absent
                manifest error.

            


    

     

    
      	
              (f)

            	
              Credit
                Support Document and Credit Support
                Provider.  None.

            


    

     

    
      	
              (g)

            	
              Governing
                Law.  This Agreement will be governed by and
                construed in accordance with the internal laws of the State of New
                York
                without reference to its choice of law
                doctrine.

            


    

     

    
      	
              (h)

            	
              “Affiliate”
                will have the meaning specified in Section
                14.

            


    

     

    
      	
              Part
                5.

            	
              Other
                Provisions.

            


    

     

    
      	
              (a)

            	
              Tax
                Treatment.  For purposes of Federal income taxes,
                the parties agree (to the extent permitted by applicable law) to
                treat
                this Agreement as being entered into between Counterparty, on the
                one
                hand, and Citibank (South Dakota), National Association on the other
                hand;
                provided that Counterparty’s compliance with the terms of this
                Agreement and any Confirmation shall not be deemed to violate this
                provision.

            


    

     

    
      	
              (b)

            	
              Definitions.  The
                applicability of the 2000 ISDA Definitions (including the Annex thereto)
                and the 1998 ISDA FX and Currency Option Definitions to any Transaction
                will be specified in the Confirmation for such
                Transaction.

            


    

     

    
      	
              (c)

            	
              Waiver
                of Jury Trial.  The following paragraph will be
                added to this Agreement as a new Section
                15:

            


    

     

    “15.  Jury
      Trial.  Each party hereby waives its respective right to
      jury trial with respect to any litigation arising under, or in connection with,
      this Agreement or any Transaction.”

     

    
      	
              (d)

            	
              Waiver
                of Setoff.  Notwithstanding any provision of this
                Agreement or any other existing or future agreement, each of the
                Issuer
                and Counterparty irrevocably waives any and all rights it may have
                to set
                off, net, recoup or otherwise withhold or suspend or condition payment
                or
                performance of any obligation between the Issuer and Counterparty
                hereunder against any obligations between the Issuer and Counterparty
                under any other agreements or otherwise; provided, however, that
                nothing herein will affect the netting provisions of
                Section 2(c).

            


    

     

    
      	
              (e)

            	
              Consent
                to Recording.  Each party consents to the
                monitoring or recording, at any time and from time to time, by the
                other
                party of any and all communications between officers or employees
                of the
                parties, waives any further notice of such monitoring or recording
                and
                agrees to notify its officers and employees of such monitoring or
                recording.

            


    

     


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    
      	
              (f)

            	
              No
                Personal Liability.  The obligations of the Issuer
                under this Agreement are not personal obligations of the Issuer Trustee
                or
                the Beneficiaries and, consequently, neither the Issuer Trustee nor
                the
                Beneficiaries will have any personal liability for any amounts required
                to
                be paid by the Issuer under this
                Agreement.

            


    

     

    
      	
              (g)

            	
              No
                Petition.  Counterparty hereby agrees that it will
                not, prior to the date which is one year and one day after the date
                on
                which all notes or securities issued by the Issuer have been paid
                in full,
                acquiesce, petition or otherwise invoke or cause the Issuer to invoke
                the
                process of any governmental authority for the purpose of commencing
                or
                sustaining a case against the Issuer under any United States Federal
                or
                state bankruptcy, insolvency or similar law or appointing a receiver,
                liquidator, assignee, trustee, custodian, sequestrator or other similar
                official of the Issuer or any substantial part of its property or
                ordering
                the winding-up or liquidation of the
                Issuer.

            


    

     

    
      	
              (h)

            	
              Amendment.  No
                amendment, modification or waiver in respect of this Agreement will
                be
                effective unless (a) it is made in accordance with Section 9(b) and
                (b)
                each Rating Agency will have notified Counterparty and the Issuer
                that
                such amendment, modification or waiver will not result in a reduction
                or
                withdrawal of the rating of the obligations represented by any
                Notes.

            


    

     

    
      	
              (i)

            	
              Capitalized
                Terms.  Capitalized terms not otherwise defined
                herein will, where used herein or in any Confirmation, have the meanings
                assigned to them in the Indenture and the Terms
                Document.

            


    

     

    
      	
              (j)

            	
              Third-Party
                Beneficiary  and Secured
                Party.  Counterparty is a third-party beneficiary
                of the Indenture and the Terms Document as a “Derivative
                Counterparty”.  Counterparty is a Secured Party that is entitled
                to the benefit of the Collateral, subject to the terms of the
                Indenture.

            


    

     

    
      	
              (k)

            	
              Reports.  The
                Issuer will deliver to Counterparty a copy of each report or notice
                that
                it delivers to the holders of the Class 2007-A6 Notes substantially
                concurrently with the delivery of such report or notice to such
                holders.

            


    

     

    
      	
              (l)

            	
              Consent
                to Amendment of the Program Documents.  Before the
                Issuer makes any amendment or supplement to the Indenture or the
                Terms
                Document, or consents to any amendment or supplement to the Pooling
                and
                Servicing Agreement or the Series 2000 Supplement that requires its
                consent, if such amendment or supplement
                would:

            


    

     

    (i)
      adversely affect in any material respect any of Counterparty’s rights or
      obligations under this Agreement or the Transaction, or

     

    (ii)
      modify the obligations of the Issuer, which modification would impair in any
      material respect the ability of the Issuer to perform any of its obligations
      under this Agreement or the Transaction,

     


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    


     

    the
      Issuer shall provide Counterparty with a copy of the proposed amendment or
      supplement and shall obtain the consent of Counterparty to such amendment or
      supplement prior to its adoption, which consent shall not be unreasonably
      delayed or withheld; provided, however, that nothing in this section
      shall require the consent of Counterparty to the following actions:

     

    (a)
      the
      issuance of Notes of a new series, class or tranche, or the issuance of
      additional Notes of any outstanding series, class or tranche;

     

    (b)
      any
      amendment or supplement that affects only Notes of a tranche other than the
      Class 2007-A6 Notes;

     

    (c)
      any
      amendment or supplement to evidence the succession of another entity to the
      Issuer, and the assumption by any such successor of the covenants of the Issuer
      herein and therein and in the Notes; and

     

    (d)
      any
      amendment or supplement to cure any ambiguity, or to correct or supplement
      any
      provision therein which may be inconsistent with any other provision
      therein.

     

    
      	
              (m)

            	
              Transfer.  Section
                7 is hereby amended to read in its entirety as
                follows:

            


    

     

    
      	
               

            	
              (i)

            	
              a
                party may make such a transfer of this Agreement pursuant to a
                consolidation  or  amalgamation  with, or
                merger with or into, or transfer  of  substantially
                all of its assets to, another entity,
                or  an  incorporation,  reincorporation  or  reconstitution  (but
                without  prejudice  to  any  other  right  or  remedy  under
                this Agreement); and

            


    

     

    
      	
               

            	
              (ii)

            	
              in
                addition to clause (i) above, Counterparty may transfer this Agreement
                to
                any other of Counterparty’s offices, branches or affiliates
                (“Transferee”); provided, however, that, (i) as
                of the date of such transfer neither the Transferee nor Issuer will
                be
                required to withhold or deduct on account of Tax from any payments
                under
                this Agreement; (ii) a Termination Event or Event of Default does
                not
                occur under this Agreement as a result of such transfer; (iii)
                Counterparty  (at its expense) will have delivered to the
                Issuer, the Trustee and the Rating Agencies a Master Trust Tax Opinion
                and
                an Issuer Tax Opinion with respect to such transfer, (iv) such
                Transferee has a rating of at least “AA” from at least one nationally
                recognized rating agency, (v) the Issuer has received written confirmation
                from the applicable Rating Agencies that such transfer will not have
                a
                Ratings Effect on any Outstanding Notes, and (vi) the Transferee
                executes an Assumption Agreement and such other documentation as
                shall be
                required by Counterparty.

            


    

     


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    


     

    
      	
              (n)

            	
              Relationship
                Between Parties.  Each party will be deemed to
                represent to the other party on the date on which it entered into
                a
                Transaction that:

            


    

     

    
      	
               

            	
              (i)

            	
              Non-Reliance.  It
                is acting for its own account, and it made its own independent decisions
                to enter into that Transaction and as to whether that Transaction
                is
                appropriate or proper for it based upon its own judgment and upon
                advice
                from such advisers as it has deemed necessary.  It is not
                relying on any communication (written or oral) of the other party
                as
                investment advice or as a recommendation to enter into that Transaction;
                it being understood that information and explanations related to
                the terms
                and conditions of a Transaction shall not be considered investment
                advice
                or a recommendation to enter into that Transaction.  No
                communication (written or oral) received from the other party shall
                be
                deemed to be an assurance or guarantee as to the expected results
                of that
                Transaction.

            


    

     

    
      	
               

            	
              (ii)

            	
              Assessment
                and Understanding.  It is capable of assessing the
                merits of and understanding (on its own behalf or through independent
                professional advice), and understands and accepts, the terms, conditions
                and risks of that Transaction.  It is also capable of assuming,
                and assumes, the risks of that
                Transaction.

            


    

     

    
      	
               

            	
              (iii)

            	
              Status
                of Parties.  The other party is not acting as a
                fiduciary for or an adviser to it in respect of that
                Transaction.

            


    

     

    
      	
              (o)

            	
              Eligible
                Contract Participant.  Each party hereto
                represents to the other party on and as of the date hereof and on
                each
                date on which a Transaction is entered into between them, that: (a)
                it is
                an “eligible contract participant” within the meaning of Section 1a(12) of
                the Commodity Exchange Act, as amended; (b) this Agreement and each
                Transaction is subject to individual negotiation by each party hereto;
                and
                (c) neither this Agreement nor any Transaction will be executed or
                traded
                on a “trading facility” within the meaning of Section 1a(33) of the
                Commodity Exchange Act, as amended.

            


    

     

    
      	
              (p)

            	
              Severability.  In
                the event that any one or more of the provisions contained in this
                Agreement should be held invalid, illegal, or unenforceable in any
                jurisdiction, the validity, legality and enforceability of the remaining
                provisions contained herein shall not in any way be affected or impaired
                thereby.  The parties shall endeavor, in good faith
                negotiations, to replace such invalid, illegal or unenforceable provisions
                with valid provisions, the economic effect of which comes as close
                as
                possible to that of such invalid, illegal or unenforceable
                provisions.

            


    

    


    


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