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.
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:
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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 2009-A2 Notes as
a result of the issuance of such additional Class 2009-A2
Notes;
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(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;
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(c) the additional Class 2009-A2 Notes will be
fungible with the original Class 2009-A2 Notes for federal income
tax purposes;
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(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.
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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 bankin
