Attached files
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
(Mark
One)
[X] ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the
fiscal year ended December 31, 2009
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the
transition period from ___________ to ______________
Commission
file number of issuing entity: 333-145220-01
CITIBANK
CREDIT CARD ISSUANCE TRUST*
(Issuing
Entity in respect of the Notes)
(Exact
name of issuing entity as specified in its charter)
DELAWARE
|
NOT
APPLICABLE
|
(State
or other jurisdiction of incorporation
or
organization of issuing entity)
|
(I.R.S.
Employer Identification No.
of
issuing entity)
|
Commission
file number of issuing entity: 333-145220-02
CITIBANK
CREDIT CARD MASTER TRUST I
(Issuing
Entity in respect of the Collateral Certificate)
(Exact
name of issuing entity as specified in its charter)
NEW
YORK
|
NOT
APPLICABLE
|
(State
or other jurisdiction of incorporation
or
organization of issuing entity)
|
(I.R.S.
Employer Identification No.
of
issuing entity)
|
Commission
file number of sponsor and depositor: 333-145220
CITIBANK
(SOUTH DAKOTA), NATIONAL ASSOCIATION
(Exact
name of depositor and sponsor as specified in its charter)
UNITED
STATES OF AMERICA
|
46-0358360
|
(State
or other jurisdiction of incorporation
or
organization)
|
(I.R.S.
Employer Identification No.)
|
701
East 60th Street, North
Sioux
Falls, South Dakota
|
57117
|
(Address
of principal executive offices
of
depositor and sponsor)
|
(Zip
Code)
|
Telephone
number, including area code: (605) 331-2626
Securities
registered pursuant to Section 12(b) of the Act: NONE
Securities
registered pursuant to Section 12(g) of the Act: NONE
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. YesNo [X].
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. YesNo [X].
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files). Yes [X] No
[Rule 405
of Regulation S-T is not applicable.]
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
[Item 405
of Regulation S-K is not applicable.]
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer,"
"accelerated filer" and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.
Large
accelerated filer
Accelerated
filer
Non-accelerated
filer [X] (Do not check if a smaller reporting
company)
Smaller
reporting company
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).
Yes No [X].
State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter:
NOT
APPLICABLE
-----------------------------------------
*
|
In
accordance with relevant regulations of the Securities and Exchange
Commission, the depositor files annual and other reports concerning the
Notes with the Commission on behalf of Citibank Credit Card Issuance Trust
and Citibank Credit Card Master Trust I under the Central Index Key (CIK)
number (0001108348) for Citibank Credit Card Issuance
Trust.
|
2
PART
I
The
following Items have been omitted in accordance with General Instruction J to
Form 10–K:
Item
1:
|
|
Business.
|
Item
1A:
|
|
Risk
Factors.
|
Item
2:
|
|
Properties.
|
Item
3:
|
|
Legal
Proceedings.
|
Item
4:
|
|
Submission
of Matters to a Vote of Security
Holders.
|
Item
1B. Unresolved Staff Comments.
Not
Applicable.
Substitute
information provided in accordance with General Instruction J to Form
10–K:
Item
1112(b) of Regulation AB: Significant Obligors of Pool Assets (Financial
Information).
The
primary asset of Citibank Credit Card Issuance Trust, a Delaware statutory trust
formed on September 12, 2000 (the "issuance trust") -- and its primary source of
funds for the payment of principal of and interest on the notes – is a
collateral certificate issued by Citibank Credit Card Master Trust I (the
"master trust") to the issuance trust. The collateral certificate represents an
undivided interest in the assets of the master trust. The master trust's assets
consist primarily of credit card receivables arising in a portfolio of revolving
credit card accounts. The master trust, therefore, may be considered a
significant obligor in relation to the issuance trust. Pursuant to Instruction
3.b. to Item 1112(b) of Regulation AB, the information required by Instruction J
to Form 10-K in respect of the master trust has been disclosed in this report on
Form 10-K in lieu of the information otherwise contemplated by Item
1112(b).
The pool
assets held by the master trust do not include any significant
obligors.
Item
1114(b)(2) of Regulation AB: Credit enhancement and other support, except for
certain derivatives instruments (financial information).
Based on
the standards set forth in Item 1114(b)(2) of Regulation AB, no information is
required in response to this Item.
Item
1115(b) of Regulation AB: Certain derivatives instruments (financial
information).
Based on
the standards set forth in Item 1115(b) of Regulation AB, no information is
required in response to this Item.
Item
1117 of Regulation AB: Legal proceedings.
Citibank
(South Dakota), National Association, certain of its affiliates, Visa U.S.A.
Inc., Visa International Service Association, MasterCard International
Incorporated and other banks are defendants in a consolidated class action
lawsuit (IN RE CURRENCY CONVERSION FEE ANTITRUST LITIGATION) pending in the U.S.
District Court for the Southern District of New York. The action, originally
brought on behalf of certain United States holders of VISA, MasterCard and
Diners Club branded general purpose credit cards who used those cards since
March 1, 1997 for foreign currency transactions, asserts, among other things,
claims for alleged violations of (i) Section 1 of the Sherman Act, (ii) the
Federal Truth-in-Lending Act (TILA), and (iii) as to Citibank (South Dakota),
the South Dakota Deceptive Trade Practices Act. On October 15, 2004, the
District Court granted the plaintiffs’ motion for class certification of their
Sherman Act and TILA claims but denied the motion as to the South Dakota
Deceptive Trade Practices Act claim against Citibank (South Dakota). In July
2006, without admitting any liability, all defendants, including the Citigroup
defendants, agreed to settle the IN RE CURRENCY CONVERSION FEE ANTITRUST
LITIGATION for a total of $336 million, subject to court approval. The Citigroup
defendants’ share of the settlement, which has been paid into an escrow account,
was covered by existing reserves. As part of the settlement, the
class was expanded to include not only credit cardholders, but also debit
cardholders. On October 22, 2009, the District Court granted final
approval of the settlement. Judgment was entered on November 3, 2009. Appeals
have been filed.
3
Beginning
in 2005, several putative class actions were filed against Citigroup Inc. and
certain of its subsidiaries, together with Visa U.S.A. Inc., Visa International
Service Association, MasterCard International Incorporated, MasterCard
Incorporated and other banks and their affiliates, in various federal district
courts. These actions were consolidated with other related cases in the Eastern
District of New York and captioned IN RE PAYMENT CARD INTERCHANGE FEE AND
MERCHANT DISCOUNT ANTITRUST LITIGATION. The plaintiffs in the consolidated class
action are merchants that accept Visa and MasterCard branded payment cards as
well as membership associations that claim to represent certain groups of
merchants. The pending complaint alleges, among other things, that the
defendants (including the Citigroup defendants) have engaged in conspiracies to
set the price of interchange and merchant discount fees on credit and debit card
transactions in violation of Section 1 of the Sherman Act and a California
statute. The complaint also alleges additional Sherman Act and California law
violations, including alleged unlawful maintenance of monopoly power and alleged
unlawful contracts in restraint of trade pertaining to various Visa and
MasterCard rules governing merchant conduct (including rules allegedly affecting
merchants’ ability, at the point of sale, to surcharge payment card transactions
or steer customers to particular payment cards). In addition, supplemental
complaints filed against the defendants in the class action allege that Visa’s
and MasterCard’s respective initial public offerings were anticompetitive and
violated Section 7 of the Clayton Act, and that MasterCard’s initial public
offering constituted a fraudulent conveyance. In addition to
injunctive relief, the plaintiffs seek joint and several liability for treble
the amount of damages, including all interchange fees paid to all Visa and
MasterCard members with respect to Visa and MasterCard transactions in the U.S.
since at least January 1, 2004. The defendants’ motions to dismiss
the pending class action complaint and the supplemental complaints are pending.
Also pending is the plaintiffs’ motion to certify nationwide classes consisting
of all U.S. merchants. Discovery has closed, with the exception of expert
discovery.
PART
II
The
following Items have been omitted in accordance with General Instruction J to
Form 10–K:
Item 5:
|
Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities.
|
4
Item
6:
|
Selected
Financial Data.
|
|
Item
7:
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations.
|
|
Item
7A:
|
Quantitative
and Qualitative Disclosures about Market Risk.
|
|
Item
8:
|
Financial
Statements and Supplementary Data.
|
|
Item
9:
|
Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure.
|
|
Item
9A/9A(T):
|
Controls
and Procedures.
|
Item 9B.
Other Information.
None
PART
III
The
following Items have been omitted in accordance with General Instruction J to
Form 10–K:
Item 10:
|
Directors,
Executive Officers and Corporate Governance.
|
|
Item
11:
|
Executive
Compensation.
|
|
Item
12:
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
|
|
Item
13:
|
Certain
Relationships and Related Transactions, and Director
Independence.
|
|
Item
14:
|
Principal
Accounting Fees and Services.
|
Substitute
information provided in accordance with General Instruction J to Form
10–K:
Item 1119 of Regulation AB:
Affiliations and certain relationships and related transactions.
Information
required by Item 1119 of Regulation AB has been omitted from this report on
Form 10-K in reliance on the Instruction to Item 1119.
Item 1122
of Regulation AB: Compliance with applicable servicing criteria.
Citibank
(South Dakota), National Association, Citibank, N.A. and Deutsche Bank Trust
Company Americas have been identified by the registrant as parties participating
in the servicing function with respect to Citibank Credit Card Issuance Trust
and Citibank Credit Card Master Trust I. Each of Citibank (South Dakota),
National Association, for itself and on behalf of its affiliate Citibank, N.A.,
and Deutsche Bank Trust Company Americas has delivered a report on an assessment
of compliance with the servicing criteria applicable to such party (each, an
"Assessment Report") as of, and for the twelve months ended, December 31, 2009,
which Assessment Reports are attached as exhibits 33.1 and 33.2, respectively,
to this Form 10-K. In addition, each of Citibank (South Dakota), National
Association and Deutsche Bank Trust Company Americas has provided an attestation
report (each, an "Attestation Report") by KPMG LLP, an independent registered
public accounting firm, regarding its related Assessment Report. The Attestation
Reports are attached as exhibits 34.1 and 34.2, respectively, to this Form
10-K.
5
Guidance
from the Securities and Exchange Commission ("SEC") staff permits a servicing
participant to elect to take responsibility for assessing compliance with the
servicing criteria applicable to a third party, if that third party performs
specific and limited, or scripted activities that address all or a portion of
the servicing criteria applicable to such servicing participant. In these cases,
the servicing participant has instituted policies and procedures to monitor
whether such third party's activities comply in all material respects with the
applicable servicing criteria.
No
Assessment Report or related Attestation Report has identified (i) any material
instance of noncompliance with the servicing criteria identified in such
Assessment Report as applicable to the related servicing participant or (ii) any
material deficiency in such servicing participant's policies and procedures to
monitor third party compliance.
Platform-Level
Reports: Regulations of the SEC require that a servicing
participant perform a "platform" level assessment for purposes of assessing
servicing compliance. This means that the transactions covered in a report on an
assessment of compliance should include asset-backed securities transactions
involving such servicing participant that are backed by the same asset type.
Further guidance from the SEC staff identifies additional parameters which a
servicing participant may apply to define and further limit its
platform. For example, a servicing participant may define its
platform to include only transactions that were completed on or after January 1,
2006 (the effective date of Regulation AB) and that were registered with the SEC
pursuant to the Securities Act of 1933. Each servicing participant is
responsible for defining its own platform, and each platform will naturally
differ based on various factors, including the servicing participant's business
model, the transactions in which it is involved and the range of activities
performed in those transactions.
The
platform defined by Deutsche Bank Trust Company Americas in its Assessment
Report attached as an exhibit to this Form 10-K includes transactions in
addition to those conducted by Citibank Credit Card Issuance Trust, and the
range of activities performed by Deutsche Bank in those other transactions is
broader than the range of activities it performs in the Citibank Credit Card
Issuance Trust transactions. Accordingly, the servicing criteria
addressed by Deutsche Bank in its Assessment Report include criteria in addition
to the criterion applicable specifically to the Citibank Credit Card Issuance
Trust transactions.
Item 1123
of Regulation AB: Servicer Compliance Statement.
Citibank
(South Dakota), National Association has been identified by the registrant as
the sole servicer with respect to the pool assets held by each of Citibank
Credit Card Issuance Trust and Citibank Credit Card Master Trust
I. Citibank (South Dakota), National Association, has provided a
statement of compliance relating to its servicing activities for the calendar
year ended December 31, 2009, which has been signed by an authorized officer of
Citibank (South Dakota), National Association, and is attached hereto as exhibit
35.1.
6
PART
IV
Item
15. Exhibits, Financial Statement Schedules.
(a)(1) Not
Applicable.
(a)(2) Not
Applicable.
(a)(3) Not
Applicable.
(b) Exhibits
Exhibit
Number
|
Description
|
||
4.1.1
|
|
Indenture
for the Notes, dated as of September 26, 2000, incorporated by reference
from Exhibit 4.1 of the Registrant's Registration Statement on Form S-3
(File No. 333-52984).
|
|
4.1.2
|
|
Amendment
No. 1 to Indenture, dated as of November 14, 2001, incorporated by
reference from Exhibit 4.2 of the Registrant's Registration Statement on
Form S-3 (File No. 333-91326).
|
|
4.2.1
|
|
Series
Supplement to the Pooling and Servicing Agreement relating to the
Collateral Certificate, dated as of September 26, 2000 (including the form
of Collateral Certificate), incorporated by reference from Exhibit 4.2 of
the Registrant's Registration Statement on Form S-3 (File No.
333-52984).
|
|
4.2.2
|
|
Amendment
No. 1 dated as of April 27, 2006 to Series Supplement to the Pooling and
Servicing Agreement relating to the Collateral Certificate, dated as of
September 26, 2000, incorporated by reference from Exhibit 4 of the
Registrant's Current Report on Form 8-K filed with the Securities and
Exchange Commission on May 1, 2006.
|
|
4.2.3
|
|
Amendment
No. 2 dated as of May 1, 2009 to Series Supplement to the Pooling and
Servicing Agreement relating to the Collateral Certificate, dated as of
September 26, 2000, incorporated by reference from Exhibit 4.1 of the
Registrant's Current Report on Form 8-K filed with the Securities and
Exchange Commission on May 5, 2009.
|
|
4.3.1
|
|
Amended
and Restated Pooling and Servicing Agreement for Citibank Credit Card
Master Trust I dated as of October 5, 2001, incorporated by reference from
Exhibit 4 of the Registrant's Current Report on Form 8-K filed with the
Securities and Exchange Commission on October 19, 2001.
|
|
4.3.2
|
|
Amendment
No. 1 dated as of December 31, 2003 to the Amended and Restated Pooling
and Servicing Agreement for Citibank Credit Card Master Trust I,
incorporated by reference from Exhibit 4 of the Registrant's Current
Report on Form 8-K filed with the Securities and Exchange Commission on
January 9, 2004.
|
|
4.3.3
|
|
Amendment
No. 2 dated as December 19, 2005 to the Amended and Restated Pooling and
Servicing Agreement for Citibank Credit Card Master Trust I, incorporated
by reference from Exhibit 4 of the Registrant's Current Report on Form 8-K
filed with the Securities and Exchange Commission on December 20,
2005.
|
|
4.4
|
|
Trust
Agreement of Citibank Credit Card Issuance Trust, dated as of September
12, 2000, incorporated by reference from Exhibit 4.9 of the Registrant's
Registration Statement on Form S-3 (File No.
333-52984).
|
7
Exhibit
Number
|
Description
|
4.5.1
|
|
Terms
Document, including the form of Note, relating to each publicly-offered
subclass of notes of the Citiseries issued before January 1, 2006 and
outstanding during 2009 as identified below, incorporated by reference
from the following exhibits of the Registrant's Current Report on Form 8-K
filed with the Securities and Exchange Commission on March 23,
2007:
|
Subclass
|
Exhibit No.
|
Subclass
|
Exhibit
No.
|
2001-A7
|
4.7
|
2005-A2
|
4.30
|
|
2002-A4
|
4.9
|
2005-A3
|
4.31
|
|
2002-A8
|
4.10
|
2005-A3
Reopen
|
4.32
|
|
2002-A10
|
4.11
|
2005-A4
|
4.33
|
|
2002-A10
Reopen
|
4.12
|
2005-A5
|
4.34
|
|
2003-A7
|
4.19
|
2005-A6
|
4.35
|
|
2003-A10
|
4.22
|
2005-A7
|
4.36
|
|
2004-A3
|
4.26
|
2005-A8
|
4.37
|
|
2004-A7
|
4.28
|
2005-A9
|
4.38
|
|
2004-A8
|
4.29
|
2004-B1
|
4.44
|
2004-B2
|
4.46
|
|
2004-B1
Reopen
|
4.45
|
2002-C2
|
4.52
|
2005-C2
|
4.61
|
|
2003-C4
|
4.58
|
2005-C3
|
4.62
|
|
2004-C1
|
4.59
|
2005-C6
|
4.64
|
|
2005-C1
|
4.60
|
8
Exhibit
Number
|
Description
|
4.5.2
|
|
Terms
Document, including the form of Note, relating to each publicly-offered
subclass of notes of the Citiseries issued between January 1, 2006 and
December 31, 2009, inclusive, and outstanding during 2009, as identified
below, incorporated by reference from Exhibit 4 or Exhibit 4.1, as
applicable, of the Registrant's Current Report on Form 8-K filed with the
Securities and Exchange Commission on the following
dates:
|
Subclass
|
Filing Date
|
Subclass
|
Filing
Date
|
2006-A1
|
February
8, 2006
|
2007-A11
Reopen
|
January
10, 2008
|
|
2006-A1
Reopen
|
March
6, 2006
|
2008-A1
|
February
7, 2008
|
|
2006-A1
2nd
Reopen
|
May
8, 2006
|
2008-A2
|
February
8, 2008
|
|
2006-A2
|
February
8, 2006
|
2008-A2
Reopen
|
February
25, 2008
|
|
2006-A3
|
March
16, 2006
|
2008-A3
|
March
18, 2008
|
|
2006-A4
|
May
4, 2006
|
2008-A5
|
April
22, 2008
|
|
2006-A4
Reopen
|
May
26, 2006
|
2008-A6
|
May
20, 2008
|
|
2006-A5
|
May
23, 2006
|
2008-A7
|
May
20, 2008
|
|
2006-A6
|
June
1, 2006
|
2009-A1
|
March
25, 2009
|
|
2006-A7
|
October
20, 2006
|
2009-A2
|
June
9, 2009
|
|
2006-A8
|
December
19, 2006
|
2009-A3
|
June
25, 2009
|
|
2006-A8
Reopen
|
February
15, 2007
|
2009-A4
|
June
25, 2009
|
|
2007-A1
|
March
22, 2007
|
2009-A5
|
December
23, 2009
|
|
2007-A2
|
May
22, 2007
|
|||
2007-A3
|
June
15, 2007
|
2006-B1
|
March
8, 2006
|
|
2007-A3
Reopen
|
August
15, 2007
|
2006-B2
|
March
8, 2006
|
|
2007-A4
|
June
15, 2007
|
2007-B1
|
April
2, 2007
|
|
2007-A4
Reopen
|
August
15, 2007
|
2007-B2
|
April
2, 2007
|
|
2007-A5
|
June
22, 2007
|
2007-B5
|
October
31, 2007
|
|
2007-A6
|
July
12, 2007
|
2007-B6
|
November
5, 2007
|
|
2007-A7
|
August
27, 2007
|
|||
2007-A7
Reopen
|
September
12, 2007
|
2006-C1
|
February
27, 2006
|
|
2007-A8
|
September
20, 2007
|
2006-C2
|
May
12, 2006
|
|
2007-A9
|
October
17, 2007
|
2006-C4
|
December
21, 2006
|
|
2007-A10
|
December
10, 2007
|
2008-C6
|
June
25, 2008
|
|
2007-A11
|
December
10, 2007
|
4.5.3
|
Amendment
No. 1 dated as of May 1, 2009 to Terms Document dated March 25, 2009
relating to the Citiseries Class 2009-A1 Notes, incorporated by reference
from Exhibit 4.2 of the Registrant's Current Report on Form 8-K filed with
the Securities
and Exchange Commission on May 5, 2009.
|
31.1
|
Certification
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and relevant
rules and regulations of the Securities and Exchange
Commission
|
33.1
|
Report
on Assessment of Compliance with Servicing Criteria by Citibank (South
Dakota)
|
33.2
|
Report
on Assessment of Compliance with Servicing Criteria by Deutsche Bank Trust
Company Americas
|
9
34.1
|
Attestation
Report of KPMG LLP on Assessment of Compliance with Servicing Criteria by
Citibank (South Dakota)
|
34.2
|
Attestation
Report of KPMG LLP on Assessment of Compliance with Servicing Criteria by
Deutsche Bank Trust Company Americas
|
35.1
|
Servicer
Compliance Statement of Citibank (South Dakota) for the calendar year
ended December 31, 2009
|
99.1
|
Series
2009 Supplement dated as of May 1, 2009 to the Amended and Restated
Pooling and Servicing Agreement dated as of October 5, 2001 (including the
form of Series 2009 Certificate), incorporated by reference from Exhibit
99.1 of the Registrant's Current Report on Form 8-K filed with the
Securities and Exchange Commission on May 5,
2009.
|
(c)
|
Not
Applicable.
|
10
SIGNATURES
----------
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
CITIBANK (SOUTH
DAKOTA),
NATIONAL
ASSOCIATION,
|
as
Depositor of Citibank Credit Card Issuance
Trust
|
|
and
Citibank Credit Card Master Trust I
|
By: /s/
Douglas C. Morrison
------------------------------------------------
Douglas
C. Morrison
Vice
President and Chief Financial Officer
(senior
officer in charge of securitization)
Dated: March
25, 2010
11
Index to
Exhibits
Exhibit
Number
|
Description
|
|
4.1.1
|
|
Indenture
for the Notes, dated as of September 26, 2000, incorporated by reference
from Exhibit 4.1 of the Registrant's Registration Statement on Form S-3
(File No. 333-52984).
|
4.1.2
|
|
Amendment
No. 1 to Indenture, dated as of November 14, 2001, incorporated by
reference from Exhibit 4.2 of the Registrant's Registration Statement on
Form S-3 (File No. 333-91326).
|
4.2.1
|
|
Series
Supplement to the Pooling and Servicing Agreement relating to the
Collateral Certificate, dated as of September 26, 2000 (including the form
of Collateral Certificate), incorporated by reference from Exhibit 4.2 of
the Registrant's Registration Statement on Form S-3 (File No.
333-52984).
|
4.2.2
|
|
Amendment
No. 1 dated as of April 27, 2006 to Series Supplement to the Pooling and
Servicing Agreement relating to the Collateral Certificate, dated as of
September 26, 2000, incorporated by reference from Exhibit 4 of the
Registrant's Current Report on Form 8-K filed with the Securities and
Exchange Commission on May 1, 2006.
|
4.2.3
|
|
Amendment
No. 2 dated as of May 1, 2009 to Series Supplement to the Pooling and
Servicing Agreement relating to the Collateral Certificate, dated as of
September 26, 2000, incorporated by reference from Exhibit 4.1 of the
Registrant's Current Report on Form 8-K filed with the Securities and
Exchange Commission on May 5, 2009.
|
4.3.1
|
|
Amended
and Restated Pooling and Servicing Agreement for Citibank Credit Card
Master Trust I dated as of October 5, 2001, incorporated by reference from
Exhibit 4 of the Registrant's Current Report on Form 8-K filed with the
Securities and Exchange Commission on October 19, 2001.
|
4.3.2
|
|
Amendment
No. 1 dated as of December 31, 2003 to the Amended and Restated Pooling
and Servicing Agreement for Citibank Credit Card Master Trust I,
incorporated by reference from Exhibit 4 of the Registrant's Current
Report on Form 8-K filed with the Securities and Exchange Commission on
January 9, 2004.
|
4.3.3
|
|
Amendment
No. 2 dated as December 19, 2005 to the Amended and Restated Pooling and
Servicing Agreement for Citibank Credit Card Master Trust I, incorporated
by reference from Exhibit 4 of the Registrant's Current Report on Form 8-K
filed with the Securities and Exchange Commission on December 20,
2005.
|
4.4
|
|
Trust
Agreement of Citibank Credit Card Issuance Trust, dated as of September
12, 2000, incorporated by reference from Exhibit 4.9 of the Registrant's
Registration Statement on Form S-3 (File No.
333-52984).
|
12
Exhibit
Number
|
Description
|
4.5.1
|
|
Terms
Document, including the form of Note, relating to each publicly-offered
subclass of notes of the Citiseries issued before January 1, 2006 and
outstanding during 2009 as identified below, incorporated by reference
from the following exhibits of the Registrant's Current Report on Form 8-K
filed with the Securities and Exchange Commission on March 23,
2007:
|
Subclass
|
Exhibit No.
|
Subclass
|
Exhibit
No.
|
2001-A7
|
4.7
|
2005-A2
|
4.30
|
|
2002-A4
|
4.9
|
2005-A3
|
4.31
|
|
2002-A8
|
4.10
|
2005-A3
Reopen
|
4.32
|
|
2002-A10
|
4.11
|
2005-A4
|
4.33
|
|
2002-A10
Reopen
|
4.12
|
2005-A5
|
4.34
|
|
2003-A7
|
4.19
|
2005-A6
|
4.35
|
|
2003-A10
|
4.22
|
2005-A7
|
4.36
|
|
2004-A3
|
4.26
|
2005-A8
|
4.37
|
|
2004-A7
|
4.28
|
2005-A9
|
4.38
|
|
2004-A8
|
4.29
|
2004-B1
|
4.44
|
2004-B2
|
4.46
|
|
2004-B1
Reopen
|
4.45
|
2002-C2
|
4.52
|
2005-C2
|
4.61
|
|
2003-C4
|
4.58
|
2005-C3
|
4.62
|
|
2004-C1
|
4.59
|
2005-C6
|
4.64
|
|
2005-C1
|
4.60
|
13
Exhibit
Number
|
Description
|
4.5.2
|
|
Terms
Document, including the form of Note, relating to each publicly-offered
subclass of notes of the Citiseries issued between January 1, 2006 and
December 31, 2009, inclusive, and outstanding during 2009, as identified
below, incorporated by reference from Exhibit 4 or Exhibit 4.1, as
applicable, of the Registrant's Current Report on Form 8-K filed with the
Securities and Exchange Commission on the following
dates:
|
Subclass
|
Filing Date
|
Subclass
|
Filing
Date
|
2006-A1
|
February
8, 2006
|
2007-A11
Reopen
|
January
10, 2008
|
|
2006-A1
Reopen
|
March
6, 2006
|
2008-A1
|
February
7, 2008
|
|
2006-A1
2nd
Reopen
|
May
8, 2006
|
2008-A2
|
February
8, 2008
|
|
2006-A2
|
February
8, 2006
|
2008-A2
Reopen
|
February
25, 2008
|
|
2006-A3
|
March
16, 2006
|
2008-A3
|
March
18, 2008
|
|
2006-A4
|
May
4, 2006
|
2008-A5
|
April
22, 2008
|
|
2006-A4
Reopen
|
May
26, 2006
|
2008-A6
|
May
20, 2008
|
|
2006-A5
|
May
23, 2006
|
2008-A7
|
May
20, 2008
|
|
2006-A6
|
June
1, 2006
|
2009-A1
|
March
25, 2009
|
|
2006-A7
|
October
20, 2006
|
2009-A2
|
June
9, 2009
|
|
2006-A8
|
December
19, 2006
|
2009-A3
|
June
25, 2009
|
|
2006-A8
Reopen
|
February
15, 2007
|
2009-A4
|
June
25, 2009
|
|
2007-A1
|
March
22, 2007
|
2009-A5
|
December
23, 2009
|
|
2007-A2
|
May
22, 2007
|
|||
2007-A3
|
June
15, 2007
|
2006-B1
|
March
8, 2006
|
|
2007-A3
Reopen
|
August
15, 2007
|
2006-B2
|
March
8, 2006
|
|
2007-A4
|
June
15, 2007
|
2007-B1
|
April
2, 2007
|
|
2007-A4
Reopen
|
August
15, 2007
|
2007-B2
|
April
2, 2007
|
|
2007-A5
|
June
22, 2007
|
2007-B5
|
October
31, 2007
|
|
2007-A6
|
July
12, 2007
|
2007-B6
|
November
5, 2007
|
|
2007-A7
|
August
27, 2007
|
|||
2007-A7
Reopen
|
September
12, 2007
|
2006-C1
|
February
27, 2006
|
|
2007-A8
|
September
20, 2007
|
2006-C2
|
May
12, 2006
|
|
2007-A9
|
October
17, 2007
|
2006-C4
|
December
21, 2006
|
|
2007-A10
|
December
10, 2007
|
2008-C6
|
June
25, 2008
|
|
2007-A11
|
December
10, 2007
|
4.5.3
|
Amendment
No. 1 dated as of May 1, 2009 to Terms Document dated March 25, 2009
relating to the Citiseries Class 2009-A1 Notes, incorporated by reference
from Exhibit 4.2 of the Registrant's Current Report on Form 8-K filed with
the Securities
and Exchange Commission on May 5, 2009.
|
31.1
|
Certification
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and relevant
rules and regulations of the Securities and Exchange
Commission
|
33.1
|
Report
on Assessment of Compliance with Servicing Criteria by Citibank (South
Dakota)
|
33.2
|
Report
on Assessment of Compliance with Servicing Criteria by Deutsche Bank Trust
Company Americas
|
14
34.1
|
Attestation
Report of KPMG LLP on Assessment of Compliance with Servicing Criteria by
Citibank (South Dakota)
|
34.2
|
Attestation
Report of KPMG LLP on Assessment of Compliance with Servicing Criteria by
Deutsche Bank Trust Company Americas
|
35.1
|
Servicer
Compliance Statement of Citibank (South Dakota) for the calendar year
ended December 31, 2009
|
99.1
|
Series
2009 Supplement dated as of May 1, 2009 to the Amended and Restated
Pooling and Servicing Agreement dated as of October 5, 2001 (including the
form of Series 2009 Certificate), incorporated by reference from Exhibit
99.1 of the Registrant's Current Report on Form 8-K filed with the
Securities and Exchange Commission on May 5,
2009.
|
15