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, 2008
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. Yes No [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. Yes No [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 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. (Check one):
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, which seeks unspecified damages and injunctive relief. 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,
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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). On March 9, 2005, the District Court granted in part and denied in part defendants’ motions for reconsideration of certain aspects of the October 15, 2004 rulings. Among other things, the District Court narrowed the antitrust classes to certain VISA-branded or MasterCard-branded cardholders of Citibank (South Dakota) and J.P. Morgan Chase & Co. On December 7, 2005, the District Court certified a Diners Club damages subclass, as well as Diners' antitrust and TILA injunctive relief subclasses. 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. The District Court held a final approval hearing on March 31, 2008. The Court requested certain additional data submissions from plaintiffs, indicated that it would likely hold an additional hearing regarding an algorithm proposed for use in allocating settlement proceeds to certain claimants, and deferred ruling on all pending matters.
Citigroup Inc. and certain of its subsidiaries, together with Visa U.S.A. Inc., Visa International Service Association, MasterCard International Incorporated, MasterCard Incorporated and various other banks, are defendants in actions filed on behalf of a putative class of retail merchants that accept Visa and MasterCard payment cards. The first of these actions was filed in June 2005, and the lawsuits were subsequently consolidated for pretrial proceedings, together with related lawsuits brought by individual plaintiffs against Visa and MasterCard, in the United States District Court for the Eastern District of New York under the caption In re Payment Card Interchange Fee and Merchant Discount Litigation. On April 24, 2006, the putative class plaintiffs filed a First Consolidated and Amended Class Action Complaint ("Consolidated Complaint"). The Consolidated Complaint alleges, among other things, that the defendants have engaged in conspiracies to set the price of interchange and merchant discount fees on credit and off-line debit card transactions, in violation of Section 1 of the Sherman Act and a California statute. The complaint also alleges additional federal antitrust violations by the defendants of Section 1 and Section 2 of the Sherman Act, including alleged unlawful contracts in restraint of trade pertaining to various rules governing merchant conduct maintained by Visa or MasterCard and alleged unlawful maintenance of monopoly power by Visa and its member banks. The District Court granted the defendants' motion to dismiss all claims for damages that pre-date January 1, 2004. On May 22, 2006, the putative class plaintiffs filed a supplemental complaint against MasterCard and certain other bank defendants, including Citigroup Inc. and certain of its subsidiaries, alleging that MasterCard's initial public offering ("IPO") in 2006 violated Section 7 of the Clayton Act and Section 1 of the Sherman Act. The supplemental complaint also alleged that the MasterCard IPO was a fraudulent conveyance under New York state law. The defendants to the supplemental complaint filed a motion to dismiss its claims, which the District Court granted, with leave to amend. On January 29, 2009, plaintiffs filed an amended supplemental complaint challenging MasterCard's IPO, and also filed (1) a supplemental complaint challenging Visa's IPO on similar grounds, and (2) a second amended consolidated complaint, adding claims related to (a) alleged continuing violations of the antitrust laws by all defendants after the Visa and MasterCard IPOs, (b) PIN debit transactions on the Visa network and (c) alleged unlawful maintenance of monopoly power by MasterCard and its member banks. Plaintiffs' motion for class certification, filed on May 8, 2008, remains pending.
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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. | |
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: | 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.
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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, 2008, 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.
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.
Except as disclosed below, 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.
Exception: The Assessment Report of Deutsche Bank Trust Company Americas and the related Attestation Report prepared by KPMG LLP have identified material noncompliance with one servicing criterion applicable to Deutsche Bank with respect to its platform. Specifically, with regard to servicing criterion 1122(d)(1)(i) (which contemplates that policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements), such policies and procedures were not instituted to monitor certain events of default in that notification of an event of default was not provided to the affected certificateholders within the timeframe required by the transaction agreements.
Representatives of Deutsche Bank have advised Citibank (South Dakota), National Association that Deutsche Bank believes its policies and procedures are adequate and effective to monitor performance or other triggers and events of default. The representatives also indicated that the occurrences giving rise to the exception in Deutsche Bank's Assessment Report were two in number, and that Deutsche Bank was aware of the underlying events of default and promptly evaluated appropriate courses of action. Nevertheless, in those two instances notice was not provided to the affected certificateholders within the timeframe required by the related transaction agreements. We have not independently verified the accuracy of such assertions or the adequacy of Deutsche Bank's policies and procedures.
The noncompliance by Deutsche Bank with respect to criterion 1122(d)(1)(i) did not pertain to any Citibank Credit Card Issuance Trust transaction.
6
Deutsche Bank is not required to monitor performance or other triggers and events of default for Citibank Credit Card Issuance Trust's transactions, but is required to notify affected noteholders of certain defaults known to it within timeframes required by the relevant transaction agreements.
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, 2008, which has been signed by an authorized officer of Citibank (South Dakota), National Association, and is attached hereto as exhibit 35.1.
7
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. | |
4.3.1 | 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). |
8
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 2008 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-A1 | 4.3 | 2004-A3 | 4.26 | |
2001-A1 Reopen | 4.4 | 2004-A7 | 4.28 | |
2001-A7 | 4.7 | 2004-A8 | 4.29 | |
2002-A4 | 4.9 | 2005-A2 | 4.30 | |
2002-A8 | 4.10 | 2005-A3 | 4.31 | |
2002-A10 | 4.11 | 2005-A3 Reopen | 4.32 | |
2002-A10 Reopen | 4.12 | 2005-A4 | 4.33 | |
2003-A1 | 4.13 | 2005-A5 | 4.34 | |
2003-A3 | 4.15 | 2005-A6 | 4.35 | |
2003-A6 | 4.18 | 2005-A7 | 4.36 | |
2003-A7 | 4.19 | 2005-A8 | 4.37 | |
2003-A8 | 4.20 | 2005-A9 | 4.38 | |
2003-A9 | 4.21 | 2005-A10 | 4.39 | |
2003-A10 | 4.22 |
2001-B1 | 4.40 | 2004-B2 | 4.46 | |
2004-B1 | 4.44 | 2005-B1 | 4.47 | |
2004-B1 Reopen | 4.45 |
2001-C1 | 4.48 | 2004-C1 | 4.59 | |
2002-C2 | 4.52 | 2005-C1 | 4.60 | |
2003-C1 | 4.54 | 2005-C2 | 4.61 | |
2003-C1 Reopen | 4.55 | 2005-C3 | 4.62 | |
2003-C3 | 4.57 | 2005-C5 | 4.63 | |
2003-C4 | 4.58 | 2005-C6 | 4.64 |
9
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, 2008, inclusive, 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-A9 | October 17, 2007 | |
2006-A1 Reopen | March 6, 2006 | 2007-A10 | December 10, 2007 | |
2006-A1 2nd Reopen | May 8, 2006 | 2007-A11 | December 10, 2007 | |
2006-A2 | February 8, 2006 | 2007-A11 Reopen | January 10, 2008 | |
2006-A3 | March 16, 2006 | 2008-A1 | February 7, 2008 | |
2006-A4 | May 4, 2006 | 2008-A2 | February 8, 2008 | |
2006-A4 Reopen | May 26, 2006 | 2008-A2 Reopen | February 25, 2008 | |
2006-A5 | May 23, 2006 | 2008-A3 | March 18, 2008 | |
2006-A6 | June 1, 2006 | 2008-A5 | April 22, 2008 | |
2006-A7 | October 20, 2006 | 2008-A6 | May 20, 2008 | |
2006-A8 | December 19, 2006 | 2008-A7 | May 20, 2008 | |
2006-A8 Reopen | February 15, 2007 | |||
2007-A1 | March 22, 2007 | 2006-B1 | March 8, 2006 | |
2007-A2 | May 22, 2007 | 2006-B2 | March 8, 2006 | |
2007-A3 | June 15, 2007 | 2007-B1 | April 2, 2007 | |
2007-A3 Reopen | August 15, 2007 | 2007-B2 | April 2, 2007 | |
2007-A4 | June 15, 2007 | 2007-B5 | October 31, 2007 | |
2007-A4 Reopen | August 15, 2007 | 2007-B6 | November 5, 2007 | |
2007-A5 | June 22, 2007 | |||
2007-A6 | July 12, 2007 | 2006-C1 | February 27, 2006 | |
2007-A7 | August 27, 2007 | 2006-C2 | May 12, 2006 | |
2007-A7 Reopen | September 12, 2007 | 2006-C4 | December 21, 2006 | |
2007-A8 | September 20, 2007 | 2008-C6 | June 25, 2008 |
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 |
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, 2008 |
(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 26, 2009
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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. | |
4.3.1 | 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). |
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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 2008 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-A1 | 4.3 | 2004-A3 | 4.26 | |
2001-A1 Reopen | 4.4 | 2004-A7 | 4.28 | |
2001-A7 | 4.7 | 2004-A8 | 4.29 | |
2002-A4 | 4.9 | 2005-A2 | 4.30 | |
2002-A8 | 4.10 | 2005-A3 | 4.31 | |
2002-A10 | 4.11 | 2005-A3 Reopen | 4.32 | |
2002-A10 Reopen | 4.12 | 2005-A4 | 4.33 | |
2003-A1 | 4.13 | 2005-A5 | 4.34 | |
2003-A3 | 4.15 | 2005-A6 | 4.35 | |
2003-A6 | 4.18 | 2005-A7 | 4.36 | |
2003-A7 | 4.19 | 2005-A8 | 4.37 | |
2003-A8 | 4.20 | 2005-A9 | 4.38 | |
2003-A9 | 4.21 | 2005-A10 | 4.39 | |
2003-A10 | 4.22 |
2001-B1 | 4.40 | 2004-B2 | 4.46 | |
2004-B1 | 4.44 | 2005-B1 | 4.47 | |
2004-B1 Reopen | 4.45 |
2001-C1 | 4.48 | 2004-C1 | 4.59 | |
2002-C2 | 4.52 | 2005-C1 | 4.60 | |
2003-C1 | 4.54 | 2005-C2 | 4.61 | |
2003-C1 Reopen | 4.55 | 2005-C3 | 4.62 | |
2003-C3 | 4.57 | 2005-C5 | 4.63 | |
2003-C4 | 4.58 | 2005-C6 | 4.64 |
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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, 2008, inclusive, 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-A9 | October 17, 2007 | |
2006-A1 Reopen | March 6, 2006 | 2007-A10 | December 10, 2007 | |
2006-A1 2nd Reopen | May 8, 2006 | 2007-A11 | December 10, 2007 | |
2006-A2 | February 8, 2006 | 2007-A11 Reopen | January 10, 2008 | |
2006-A3 | March 16, 2006 | 2008-A1 | February 7, 2008 | |
2006-A4 | May 4, 2006 | 2008-A2 | February 8, 2008 | |
2006-A4 Reopen | May 26, 2006 | 2008-A2 Reopen | February 25, 2008 | |
2006-A5 | May 23, 2006 | 2008-A3 | March 18, 2008 | |
2006-A6 | June 1, 2006 | 2008-A5 | April 22, 2008 | |
2006-A7 | October 20, 2006 | 2008-A6 | May 20, 2008 | |
2006-A8 | December 19, 2006 | 2008-A7 | May 20, 2008 | |
2006-A8 Reopen | February 15, 2007 | |||
2007-A1 | March 22, 2007 | 2006-B1 | March 8, 2006 | |
2007-A2 | May 22, 2007 | 2006-B2 | March 8, 2006 | |
2007-A3 | June 15, 2007 | 2007-B1 | April 2, 2007 | |
2007-A3 Reopen | August 15, 2007 | 2007-B2 | April 2, 2007 | |
2007-A4 | June 15, 2007 | 2007-B5 | October 31, 2007 | |
2007-A4 Reopen | August 15, 2007 | 2007-B6 | November 5, 2007 | |
2007-A5 | June 22, 2007 | |||
2007-A6 | July 12, 2007 | 2006-C1 | February 27, 2006 | |
2007-A7 | August 27, 2007 | 2006-C2 | May 12, 2006 | |
2007-A7 Reopen | September 12, 2007 | 2006-C4 | December 21, 2006 | |
2007-A8 | September 20, 2007 | 2008-C6 | June 25, 2008 |
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 |
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, 2008 |
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