termsdoc07-a10.htm


     

     

     

    Exhibit
      4.1

     

    

      CITIBANK
        CREDIT CARD ISSUANCE TRUST

      


      Citiseries

      Class
        2007-A10 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:  $1,100,000,000 Floating Rate Class 2007-A10
        Notes of December 2012 (Legal Maturity Date December 2014) (hereinafter,
        the
        "Class 2007-A10 Notes")

      


      Currency:  The
        Class 2007-A10 Notes will be payable, and denominated, in Dollars.

      


      Denominations:  The
        Class 2007-A10 Notes will be issuable in minimum denominations of $100,000
        and
        multiples of $1,000 in excess of that amount.

      


      Issuance
        Date:  December 10, 2007

      


      Initial
        Principal Amount:  $1,100,000,000

      


      Issue
        Price:  100%

      


      Interest
        Rate:  The Class 2007-A10 Notes will accrue interest with
        respect to any interest period at a per annum rate equal to the Class 2007-A10
        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-A10
        Note Rate" means, with respect to the first interest period, 5.69250% per
        annum
        and, with respect to each interest period thereafter, a per annum rate equal
        to
        LIBOR for such interest period plus 0.45%.

      


      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 10th
        day of each month,
        beginning January 2008.

      


      Each
        payment of interest on the Class 2007-A10 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
        2007-A10 Notes will be on the January 9, 2008 Interest Deposit Date and in
        an
        amount equal to $5,392,062.50.

      


      Expected
        Principal Payment Date:  December 10, 2012

      


      Legal
        Maturity Date:  December 10, 2014

      


      Monthly
        Principal Date:  For the month in which the Expected
        Principal Payment Date occurs, December 10, 2012, and for each other month,
        the
        10th 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:  $65,812,010.

      


      Required
        Subordinated Amount of Class C
        Notes:  $87,749,310.

      


      Controlled
        Accumulation Amount:  $91,666,667.

      



      
        
           

        

        
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      Form
        of Notes:  The Class 2007-A10 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-A10 Notes:  The Issuer may at any
        time and from time to time issue additional Class 2007-A10 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-A10 Notes as a result of the issuance of such additional Class
                  2007-A10 Notes;

              


      

      


      
        	
                 

              	
                (b)
                  as of the date of issuance of the additional Class 2007-A10 Notes,
                  all
                  amounts due and owing to the Holders of the then outstanding Class
                  2007-A10 Notes have been paid and there is no Nominal Liquidation
                  Amount
                  Deficit with respect to the then outstanding Class 2007-A10
                  Notes;

              


      

      


      
        	
                 

              	
                (c)
                  the additional Class 2007-A10 Notes will be fungible with the original
                  Class 2007-A10 Notes for federal income tax
                  purposes;

              


      

      


      
        	
                 

              	
                (d)
                  if Holders of the then outstanding Class 2007-A10 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-A10
                  Notes;
                  and

              


      

      


      
        	
                 

              	
                (e)
                  the ratio of the Controlled Accumulation Amount to the Initial
                  Dollar
                  Principal Amount of the Class 2007-A10 Notes, including the additional
                  Class 2007-A10 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-A10 Notes,
                  excluding
                  the additional Class 2007-A10
                  Notes.

              


      

      


      As
        of the
        date of issuance of additional Class 2007-A10 Notes, the Outstanding Dollar
        Principal Amount and Nominal Liquidation Amount of the Class 2007-A10 Notes
        will
        be increased to reflect the Initial Dollar Principal Amount of the additional
        Class 2007-A10 Notes.

      


      Any
        outstanding Class 2007-A10 Notes and any additional Class 2007-A10 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
        2007-A10 Notes on the Irish Stock Exchange.


      
        
           

        

        
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      The
        Class
        2007-A10 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
        10, 2007

      



      
        
           

        

        
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      Citiseries

       

      Class
        2007-A10 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:  0.225%

      


      Proceeds
        to Issuer:  99.775%

      


      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
        10, 2007


      
        
           

        

        
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      Exhibit
        A

      


      FORM
        OF

      


      CITISERIES

      


      FLOATING
        RATE CLASS 2007-A10 NOTES OF DECEMBER 2012

      (Legal
        Maturity Date December 2014)

      


      


      
        	
                $___,000,000

              	 	
                REGISTERED

              
	
                CUSIP
                  No. 17305E EC 5

              	 	
                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-A10 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 10,
        2012.  The Legal Maturity Date for this Note is December 10,
        2014.

      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      The
        Issuer hereby promises to pay interest on this Note on the 10th day of
        each month,
        beginning January 2008, 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-A10 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-A10
        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-A10 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-A10 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:  December
        10, 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:  December
        10, 2007

      


      


      


      



      
        
           

        

        
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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 2007-A10 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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