termsdoc09-a5.htm


     

     

     

     

    Exhibit 4.1

     

    


      CITIBANK
CREDIT CARD ISSUANCE TRUST

      


      Citiseries

      Class
2009-A5 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:  $1,500,000,000  2.25% Class 2009-A5
Notes of December 2012 (Legal Maturity Date December 2014) (hereinafter, the
"Class 2009-A5 Notes")

      


      Currency:  The Class
2009-A5 Notes will be payable, and denominated, in Dollars.

      


      Denominations:  The
Class 2009-A5 Notes will be issuable in minimum denominations of $100,000 and
multiples of $1,000 in excess of that amount.

      


      Issuance
Date:  December 23, 2009

      


      Initial Principal
Amount:  $1,500,000,000

      


      Issue
Price:  99.905%

      


      Interest
Rate:  2.25% per annum, calculated on the basis of a 360-day
year of twelve 30-day months.

      


      Scheduled Interest Payment
Dates:  The 23rd day of each June and December, beginning June
2010.

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Each
payment of interest on the Class 2009-A5 Notes will include all interest accrued
from and including the preceding Interest Payment Date -- or, for the first
interest period, from and including the Issuance Date -- to and including the
day preceding the current Interest Payment Date, plus any interest accrued but
not previously paid.

      


      The first
deposit targeted to be made to the Interest Funding sub-Account for the Class
2009-A5 Notes will be on the January 25, 2010 Interest Deposit Date and in an
amount equal to $2,812,500.00.

      


      Expected Principal Payment
Date:  December 24, 2012

      


      Legal Maturity
Date:  December 23, 2014

      


      Monthly Principal
Date:  For the month in which the Expected Principal Payment
Date occurs, December 24, 2012, and for each other month, the 23rd 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:  $89,743,650.

      


      Required Subordinated Amount of Class
C Notes:  $119,658,150.

      


      Controlled Accumulation
Amount:  $125,000,000.

      


      Form of Notes:  The
Class 2009-A5 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 2009-A5
Notes:  The Issuer may at any time and from time to time issue
additional Class 2009-A5 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
      2009-A5 Notes as a result of the issuance of such additional Class 2009-A5
      Notes;

              


      

      


      
        	
                 
      

              	
                (b)
      as of the date of issuance of the additional Class 2009-A5 Notes, all
      amounts due and owing to the Holders of the then outstanding Class 2009-A5
      Notes have been paid and there is no Nominal Liquidation Amount Deficit
      with respect to the then outstanding Class 2009-A5
  Notes;

              


      

      



      
        
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                (c)
      the additional Class 2009-A5 Notes will be fungible with the original
      Class 2009-A5 Notes for federal income tax
  purposes;

              


      

      


      
        	
                 
      

              	
                (d)
      if Holders of the then outstanding Class 2009-A5 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 2009-A5 Notes;
      and

              


      

      


      
        	
                 
      

              	
                (e)
      the ratio of the Controlled Accumulation Amount to the Initial Dollar
      Principal Amount of the Class 2009-A5 Notes, including the additional
      Class 2009-A5 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 2009-A5 Notes, excluding
      the additional Class 2009-A5 Notes.

              


      

      


      As of the
date of issuance of additional Class 2009-A5 Notes, the Outstanding Dollar
Principal Amount and Nominal Liquidation Amount of the Class 2009-A5 Notes will
be increased to reflect the Initial Dollar Principal Amount of the additional
Class 2009-A5 Notes.

      


      Any
outstanding Class 2009-A5 Notes and any additional Class 2009-A5 Notes will be
equally and ratably entitled to the benefits of the Indenture without
preference, priority or distinction.

      


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

      


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

      


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

      


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

      


      Securities Exchange
Listing:  Application will be made to list the Class 2009-A5
Notes on the Irish Stock Exchange.


      
        
           


        

        
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      The Class
2009-A5 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:  December
23, 2009

      



      
        
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      Citiseries

       

      Class
2009-A5 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:  99.905%

      


      Underwriting
Commission:  0.275%

      


      Proceeds
to Issuer:  99.630%

      


      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:  December
23, 2009


      
        
           
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      Exhibit
A

      


      FORM
OF

      


      CITISERIES

      


      2.25%
CLASS 2009-A5 NOTES OF DECEMBER 2012

      (Legal
Maturity Date December 2014)

      


      


      
        	
                $___,000,000

              	 
      	
                REGISTERED

              
	
                CUSIP
      No. 17305E ER2

              	 
      	
                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

      


      2.25%
CLASS 2009-A5 NOTES OF DECEMBER 2012

      (Legal
Maturity Date December 2014)

      


      


      CITIBANK
CREDIT CARD ISSUANCE TRUST, a trust formed and existing under the laws of the
State of Delaware (including any successor, the "Issuer"), for value received,
hereby promises to pay to CEDE & CO., or its registered assigns, the
principal amount of ____ HUNDRED MILLION DOLLARS ($___,000,000).  The
Expected Principal Payment Date for this Note is December 24,
2012.  The Legal Maturity Date for this Note is December 23,
2014.

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      The
Issuer hereby promises to pay interest on this Note at the rate of 2.25% per
annum on the 23rd day of each June and December, beginning June 2010, 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
principal amount of this Note outstanding on 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. Interest will accrue from December 23, 2009 and
be computed on the basis of a 360-day year of twelve 30-day months.

      


      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 2009-A5 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 2009-A5 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


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

      


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

      


      
        	 
      	
                CITIBANK
      CREDIT CARD ISSUANCE TRUST

              
	 
      	 
      
	 
      	
                By:       CITIBANK
      (SOUTH DAKOTA),

              
	 
      	
                NATIONAL
      ASSOCIATION,

              
	 
      	
                as
      Managing Beneficiary of

              
	 
      	
                Citibank
      Credit Card Issuance Trust

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:
      __________________________________

              
	 
      	
                Douglas C.
    Morrison

              
	 
      	
                Vice
  President

              


      

      


      Dated:  December
23, 2009

      


      


      


      


      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:  December
23, 2009

      


      


      


      



      
        
           
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      REVERSE
OF NOTE

      


      This Note
is one of a duly authorized issue of Notes of the Issuer, designated as its
Citiseries 2.25% Class 2009-A5 Notes of December 2012 (Legal Maturity Date
December 2014) (herein called the "Notes"), all issued under an Indenture, to
which Indenture reference is hereby made for a statement of the respective
rights and obligations thereunder of the Issuer, the Trustee and the Holders of
the Notes.

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


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

      


      



      
        
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      ASSIGNMENT

      


      


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

      


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

      


      ___________________________________________________________________

      


      ___________________________________________________________________

      (name and
address of assignee)

      


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

      


      Dated:  ____________________________

      


      _________________________*

      
        	
                 
      

              	
                Signature
      Guaranteed:

              


      

      


      


      


      


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

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

      


      


      


      


      


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