8-K 1 a2.htm TAKEDOWN 8-K CCCIT 2007-A2 a2.htm
 
 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 8-K
Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 22, 2007

CITIBANK CREDIT CARD ISSUANCE TRUST
(Issuing Entity in respect of the Notes)
(Exact name of issuing entity as specified in its charter)

DELAWARE
333-131355-01
NOT APPLICABLE
(State or other jurisdiction of incorporation or organization)
(Commission file number)
(I.R.S. Employer Identification No.)


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
333-131355-03
NOT APPLICABLE
(State or other jurisdiction of incorporation or organization)
(Commission file number)
(I.R.S. Employer Identification No.)


CITIBANK (SOUTH DAKOTA), NATIONAL ASSOCIATION
(Exact name of depositor and sponsor as specified in its charter)

UNITED STATES OF AMERICA
333-131355
46-0358360
(State or other jurisdiction of incorporation or organization)
(Commission file number)
(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)

Registrant's telephone number, including area code:  (605) 331-2626
(Former name or former address, if changed since last report):  Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

        [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
        [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
    [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
    [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

      
        
      
      
              
      
        
      
    


Item 8.01                      Other Events.

On May 22, 2007, Citibank Credit Card Issuance Trust issued a tranche of Notes of the Citiseries entitled Floating Rate Class 2007-A2 Notes of May 2010 (Legal Maturity Date May 2012) in the principal amount of $1,750,000,000.  The terms of the Class 2007-A2 Notes are set forth in the Terms Document dated May 22, 2007 and attached hereto as Exhibit 4.1.  On May 22, 2007, Michael S. Zuckert, Esq., General Counsel, Finance and Capital Markets of Citigroup Inc., delivered a legality opinion with respect to the Class 2007-A2 Notes and Cravath, Swaine & Moore LLP delivered a tax opinion with respect to the Class 2007-A2 Notes.  The legality and tax opinions are attached hereto as Exhibit 5.1 and Exhibit 8.1, respectively.

Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Indenture dated as of September 26, 2000, as amended by Amendment No. 1 thereto dated as of November 14, 2001, each between the issuance trust and Deutsche Bank Trust Company Americas, as trustee.


Item 9.01                      Financial Statements and Exhibits.

 
(d)   Exhibits.

The following exhibits are filed herewith:

Exhibit 4.1
Terms Document dated May 22, 2007 with respect to the Class 2007-A2 Notes (including the form of note attached as Exhibit A thereto)
   
Exhibit 5.1
Opinion of Michael S. Zuckert, Esq., General Counsel, Finance and Capital Markets of Citigroup Inc., with respect to legality of the Class 2007-A2 Notes
   
Exhibit 8.1
Opinion of Cravath, Swaine & Moore LLP with respect to tax matters concerning the Class 2007-A2 Notes
   
Exhibit 23.1
Consent of Michael S. Zuckert, Esq., General Counsel, Finance and Capital Markets of Citigroup Inc. (included in Exhibit 5.1)
   
Exhibit 23.2
Consent of Cravath, Swaine & Moore LLP (included in Exhibit 8.1)

      
        
      
      
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CITIBANK (SOUTH DAKOTA),
NATIONAL ASSOCIATION,
 
as Depositor of Citibank Credit Card Issuance Trust
 
and Citibank Credit Card Master Trust I
(Registrant)


By:/s/ Douglas C. Morrison
----------------------------------------
Douglas C. Morrison
Vice President


Dated:  May 22, 2007

      
        
      
      
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EXHIBIT INDEX

Exhibit No.
Description
   
4.1
Terms Document dated May 22, 2007 with respect to the Class 2007-A2 Notes (including the form of note attached as Exhibit A thereto)
   
5.1
Opinion of Michael S. Zuckert, Esq., General Counsel, Finance and Capital Markets of Citigroup Inc., with respect to legality of the Class 2007-A2 Notes
   
8.1
Opinion of Cravath, Swaine & Moore LLP with respect to tax matters concerning the Class 2007-A2 Notes
   
23.1
Consent of Michael S. Zuckert, Esq., General Counsel, Finance and Capital Markets of Citigroup Inc. (included in Exhibit 5.1)
   
23.2
Consent of Cravath, Swaine & Moore LLP (included in Exhibit 8.1)
 
 
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