termsdoc09-a2.htm


     

     

     

     

    
Exhibit 4.1

    
 

    CITIBANK
CREDIT CARD ISSUANCE TRUST

    


    Citiseries

    Class
2009-A2 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:  $1,250,000,000 Floating Rate Class 2009-A2 Notes
of May 2012 (Legal Maturity Date May 2014) (hereinafter, the "Class 2009-A2
Notes")

    


    Currency:  The Class
2009-A2 Notes will be payable, and denominated, in Dollars.

    


    Denominations:  The
Class 2009-A2 Notes will be issuable in minimum denominations of $100,000 and
multiples of $1,000 in excess of that amount.

    


    Issuance Date:  June
9, 2009

    


    Initial Principal
Amount:  $1,250,000,000

    


    Issue
Price:  100%

    


    Interest Rate:  The
Class 2009-A2 Notes will accrue interest with respect to any interest period at
a per annum rate equal to the Class 2009-A2 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 2009-A2 Note Rate" means, with respect to
the first interest period, 1.90281% per annum and, with respect to each interest
period thereafter, a per annum rate equal to LIBOR for such interest period plus
1.55%.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


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

    


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

    


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

    


    "Designated Maturity" means
one month.

    


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

    


    Scheduled Interest Payment
Dates:  The 15th day of each month, beginning July
2009.

    


    Each
payment of interest on the Class 2009-A2 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-A2 Notes will be on the July 14, 2009 Interest Deposit Date and in an
amount equal to $2,378,512.50.

    


    


    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    Expected Principal Payment
Date:  May 15, 2012

    


    Legal Maturity
Date:  May 15, 2014

    


    Monthly Principal
Date:  For the month in which the Expected Principal Payment
Date occurs, May 15, 2012, and for each other month, the 15th 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:  $74,786,375

    


    Required Subordinated Amount of Class
C Notes:  $99,715,125

    


    Controlled Accumulation
Amount:  $104,166,667

    


    Form of Notes:  The
Class 2009-A2 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-A2
Notes:  The Issuer may at any time and from time to time issue
additional Class 2009-A2 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-A2 Notes as a result of the issuance of such additional Class 2009-A2
      Notes;

            


    

    


    
      	
               
      

            	
              (b)
      as of the date of issuance of the additional Class 2009-A2 Notes, all
      amounts due and owing to the Holders of the then outstanding Class 2009-A2
      Notes have been paid and there is no Nominal Liquidation Amount Deficit
      with respect to the then outstanding Class 2009-A2
  Notes;

            


    

    


    
      	
               
      

            	
              (c)
      the additional Class 2009-A2 Notes will be fungible with the original
      Class 2009-A2 Notes for federal income tax
  purposes;

            


    

    


    
      	
               
      

            	
              (d)
      if Holders of the then outstanding Class 2009-A2 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-A2 Notes;
      and

            


    

    


    


    
      
        
           


        

        
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              (e)
      the ratio of the Controlled Accumulation Amount to the Initial Dollar
      Principal Amount of the Class 2009-A2 Notes, including the additional
      Class 2009-A2 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-A2 Notes, excluding
      the additional Class 2009-A2 Notes.

            


    

    


    As of the
date of issuance of additional Class 2009-A2 Notes, the Outstanding Dollar
Principal Amount and Nominal Liquidation Amount of the Class 2009-A2 Notes will
be increased to reflect the Initial Dollar Principal Amount of the additional
Class 2009-A2 Notes.

    


    Any
outstanding Class 2009-A2 Notes and any additional Class 2009-A2 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

    


    Notice of Early Redemption
Event: The Issuer shall notify the Federal Reserve Bank of New York, its
custodian and all Registered Noteholders of the Class 2009-A2 Notes of the
occurrence of any Early Redemption Event when it delivers notice of such Early
Redemption Event to the Trustee and the Rating Agencies pursuant to Section
1203.

    


    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-A2
Notes on the Irish Stock Exchange.

    


    
      
        
           


        

        
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    The Class
2009-A2 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:  June
9, 2009

    


    


    
      
        
           


        

        
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    Citiseries

     

    Class
2009-A2 Notes

    


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

    


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

    


    Issue
Price:  100%

    


    Underwriting
Commission:  0.25%

    


    Proceeds
to Issuer:  99.75%

    


    Representative
of the Underwriters:  Citigroup Global Markets Inc.

    


    


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

    


    


    


    
      	
              /s/
      Douglas C. Morrison

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

            
	
              Douglas
      C. Morrison

            
	
              Member
      of the Pricing and Loan Committee

            
	
              Citibank
      (South Dakota), National
Association

            


    

    


    


    Dated:  June
9, 2009

    


    
      
        
           


        

        
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    Exhibit
A

    


    FORM
OF

    


    CITISERIES

    


    FLOATING
RATE CLASS 2009-A2 NOTES OF MAY 2012

    (Legal
Maturity Date May 2014)

    


    


    
      	
              $___,000,000

            	 
      	
              REGISTERED

            
	
              CUSIP
      No. 17305E EN1

            	 
      	
              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 2009-A2 NOTES OF MAY 2012

    (Legal
Maturity Date May 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
May 15, 2012.  The Legal Maturity Date for this Note is May 15,
2014.

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    The
Issuer hereby promises to pay interest on this Note on the 15th day of each
month, beginning July 2009, 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 2009-A2 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 2009-A2
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 2009-A2 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-A2 Notes. This Note is subject to all of the terms of the Indenture.
All terms used in this Note that are not otherwise defined herein and that are
defined in the Indenture will have the meanings assigned to them
therein.

    


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

    


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

    


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

    


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

    


    
      
        
           


        

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

    


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

    


    
      	 
      	
              CITIBANK
      CREDIT CARD ISSUANCE TRUST

            
	 
      	 
      
	 
      	
              By:       CITIBANK
      (SOUTH DAKOTA),

            
	 
      	
              NATIONAL
      ASSOCIATION,

            
	 
      	
              as
      Managing Beneficiary of

            
	 
      	
              Citibank
      Credit Card Issuance Trust

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:
      __________________________________

            
	 
      	
              Douglas C.
    Morrison

            
	 
      	
              Vice
  President

            


    

    


    Dated:  June
9, 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:  June
9, 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 Floating Rate Class 2009-A2 Notes of May 2012 (Legal Maturity Date
May 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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