CITIBANK CREDIT CARD ISSUANCE TRUST
Citiseries
Class 2008-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
: $500,000,000 4.85% Class 2008-A5 Notes of
April 2013 (Legal Maturity Date April 2015) (hereinafter, the
"Class 2008-A5 Notes")
Currency : The Class 2008-A5 Notes will be
payable, and denominated, in Dollars.
Denominations : The Class 2008-A5 Notes will be
issuable in minimum denominations of $100,000 and multiples of
$1,000 in excess of that amount.
Issuance Date : April 22, 2008
Initial Principal Amount
: $500,000,000
Issue Price : 99.868%
Interest Rate : 4.85% per annum, calculated on
the basis of a 360-day year of twelve 30-day months.
Scheduled Interest Payment Dates : The 22nd day
of each April and October, beginning October 2008.
Each
payment of interest on the Class 2008-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 2008-A5 Notes will be on the May 21,
2008 Interest Deposit Date and in an amount equal to
$2,020,833.33.
Expected Principal Payment Date : April 22,
2013
Legal Maturity Date : April 22, 2015
Monthly Principal Date : For the month in which
the Expected Principal Payment Date occurs, April 22, 2013, and for
each other month, the 22nd 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
: $29,914,550.
Required Subordinated Amount of Class C Notes
: $39,886,050.
Controlled Accumulation Amount
: $41,666,667.
Form of Notes : The Class 2008-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 2008-A5 Notes : The
Issuer may at any time and from time to time issue additional Class
2008-A5 Notes, subject to the satisfaction of (i) the conditions
precedent set forth in Section 311(a) and (ii) the following
conditions:
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(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 2008-A5 Notes as a result of the issuance of
such additional Class 2008-A5 Notes;
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(b)
as of the date of issuance of the additional Class 2008-A5 Notes,
all amounts due and owing to the Holders of the then outstanding
Class 2008-A5 Notes have been paid and there is no Nominal
Liquidation Amount Deficit with respect to the then outstanding
Class 2008-A5 Notes;
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(c)
the additional Class 2008-A5 Notes will be fungible with the
original Class 2008-A5 Notes for federal income tax
purposes;
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(d)
if Holders of the then outstanding Class 2008-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 2008-A5 Notes; and
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(e)
the ratio of the Controlled Accumulation Amount to the Initial
Dollar Principal Amount of the Class 2008-A5 Notes, including the
additional Class 2008-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 2008-A5 Notes, excluding the additional Class 2008-A5
Notes.
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As
of the date of issuance of additional Class 2008-A5 Notes, the
Outstanding Dollar Principal Amount and Nominal Liquidation
Amount of the Class 2008-A5 Notes will be increased to reflect
the Initial Dollar Principal Amount of the additional Class
2008-A5 Notes.
Any
outstanding Class 2008-A5 Notes and any additional Class
2008-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 2008-A5 Notes on the Irish Stock
Exchange.
The
Class 2008-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.
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CITIBANK
CREDIT CARD ISSUANCE TRUST
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By Citibank
(South Dakota), National Association,
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as Managing
Beneficiary
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/s/ Douglas C.
Morrison
___________________________
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Douglas C.
Morrison
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Vice
President
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Dated: April
22, 2008
Citiseries
Class 2008-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 re
