Exhibit 4.1
CITIBANK CREDIT CARD ISSUANCE TRUST
Citiseries
Class 2008-C6 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 6.30% Class 2008-C6 Notes of
June 2012 (Legal Maturity Date June 2014) (hereinafter, the "Class
2008-C6 Notes")
Currency : The Class 2008-C6 Notes will be
payable, and denominated, in Dollars.
Denominations : The Class 2008-C6 Notes will be
issuable in minimum denominations of $100,000 and multiples of
$1,000 in excess of that amount.
Issuance Date : June 25, 2008
Initial Principal Amount
: $500,000,000
Issue Price : 94.946%
Original Issue Discount : The Class 2008-C6 Notes
will be issued with more than a de minimis amount of
original issue discount (OID) for federal income tax
purposes.
Interest Rate : 6.30% per annum, calculated on
the basis of a 360-day year of twelve 30-day months.
Scheduled Interest Payment Dates : The 20th day
of each June and December, beginning December 2008.
Each
payment of interest on the Class 2008-C6 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-C6 Notes will be on the July
21, 2008 Interest Deposit Date and in an amount equal to
$2,187,500.00.
Expected Principal Payment Date : June 20,
2012
Legal Maturity Date : June 20, 2014
Monthly Principal Date : For the month in which
the Expected Principal Payment Date occurs, June 20, 2012, and for
each other month, the 20th 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
: Not applicable.
Required Subordinated Amount of Class C Notes
: Not applicable.
Controlled Accumulation Amount : Not
applicable.
Form of Notes : The Class 2008-C6 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-C6 Notes : The
Issuer may at any time and from time to time issue additional Class
2008-C6 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 2008-C6 Notes as a result of the issuance of
such additional Class 2008-C6 Notes;
|
|
|
(b)
as of the date of issuance of the additional Class 2008-C6 Notes,
all amounts due and owing to the Holders of the then outstanding
Class 2008-C6 Notes have been paid and there is no Nominal
Liquidation Amount Deficit with respect to the then outstanding
Class 2008-C6 Notes;
|
|
|
(c)
the additional Class 2008-C6 Notes will be fungible with the
original Class 2008-C6 Notes for federal income tax purposes;
and
|
|
|
(d)
if Holders of the then outstanding Class 2008-C6 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-C6 Notes.
|
As
of the date of issuance of additional Class 2008-C6 Notes, the
Outstanding Dollar Principal Amount and Nominal Liquidation
Amount of the Class 2008-C6 Notes will be increased to reflect
the Initial Dollar Principal Amount of the additional Class
2008-C6 Notes.
Any
outstanding Class 2008-C6 Notes and any additional Class
2008-C6 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-C6 Notes on the Irish Stock
Exchange.
Class C Reserve Account – Targeted Deposits
:
For
any Due Period, the targeted deposit to the Class C Reserve
sub-Account for the Class 2008-C6 Notes pursuant to Sections
501(d) and 518(a) will be determined with reference to the
table below. The left column of the table sets
forth the level of Surplus Finance Charge Collections,
expressed as a percentage of Principal Receivables in the
Master Trust allocable to the Collateral
Certificate. The right column sets forth the
percentage of the aggregate Outstanding Dollar Principal
Amount of Notes of the Citiseries that, when multiplied by the
ratio which the Nominal Liquidation Amount of the Class
2008-C6 Notes bears to the aggregate Nominal Liquidation
Amount of all Class C Notes of the Citiseries, will be
required to be deposited in the Class C Reserve
sub-Account.
Percentage
of Surplus Finance
Charge Percentage
of aggregate
Collections,
averaged over
the
Outstanding Dollar Principal Amount
three most recent Due Periods
of Notes
of the Citiseries
Greater
than
4.50% 0%
Between
4.50% and
4.01%
1.00%
Between
4.00% and
3.51% 1.50%
Between
3.50% and
2.51%
2.50%
Between
2.50% and
1.51%
4.00%
Between
1.50% and
0.01%
6.00%
0.00%
or
less
7.00%
On
each Monthly Interest Date, the targeted deposit to the Class
C Reserve sub-Account for the Class 2008-C6 Notes will equal
the Dollar amount, if any, determined with reference to the
table above minus (x) any
amount then on deposit in such Class C Reserve sub-Account
(after giving effect to any distributions in respect of the
Class 2008-C6 Notes to be made from that sub-Account on that
date) and (y) the aggregate amount of distributions in respect
of the Class 2008-C6 Notes made from that sub-Account since
the Issuance Date.
If
an Early Redemption Event or Event of Default occurs with
respect to the Class 2008-C6 Notes, the targeted deposit to
the Class C Reserve sub-Account for each Monthly Interest Date
occurring thereafter will be an amount equal to the product of
(a) the greater of (i) 7.00% of the aggregate Outstanding
Dollar Principal Amount of all Notes of the Citiseries and
(ii) $4,500,000 and (b) the ratio which the Nominal
Liquidation Amount of the Class 2008-C6 Notes bears to the
aggregate Nominal Liquidation Amount of all Class C Notes of
the Citiseries, minus (x) any
amount then on deposit in such Class C Reserve sub-Account
(after giving effect to any distributions in respect of the
Class 2008-C6 Notes to be made from that sub-Account on that
date) and (y) the aggregate amount of distributions in respect
of the Class 2008-C6 Notes made from that sub-Account since
the Issuance Date.
If
for any Monthly Interest Date the targeted deposit to the
Class C Reserve sub-Acco
