Card Agreement

DEFINITIONS

Lists the meanings of particular phrases and terms

used in the Card Agreement.

YOUR ACCOUNT

Describes some of your responsibilities for using

your Account.

ANNUAL PERCENTAGE RATES &

INTEREST CHARGES

Shows how we calculate interest rates and how that

affects your Account balance.

FEES & FOREIGN CURRENCY CONVERSION

Describes the fees that can be applied to your Account,

including late fees, returned payment fees, as well

as foreign transaction fees for Purchases not in

U.S. dollars.

PAYMENTS

Shows how your monthly Minimum Payment Due is

calculated, tells you how we apply your payments to

balances and gives you certain instructions for making

payments (and tells you the possible consequences of

not following those instructions).

AUTHORIZED USERS

Describes an Authorized User’s rights and your

responsibility for that user. Also describes what

information we can share about you and your

Authorized User.

DEFAULT, CLOSING OR SUSPENDING

YOUR ACCOUNT

Tells you when we may require immediate payment

of your total Account balance, explains when we may

close or suspend your Account and when you may

close your Account.

CREDIT REPORTING

Describes what information we provide about you to

credit reporting agencies and how we use information

we get about you from those agencies.

ACCOUNT INFORMATION, INFORMATION SHARING

& COMMUNICATIONS

Explains that your information we use to manage your

Account should always be up to date. Also notes that

we share information about you and your Account. In

addition, this section describes how we may contact you.

TRANSACTIONS

Provides important information about merchant credits,

recurring Transactions and card refusals.

ARBITRATION

Explains that you cannot go to court, have a jury trial or

initiate or participate in a class action if you have

a dispute with us. Instead, this provision tells you

that the dispute must be resolved by a professional

arbitrator, not a judge or jury. This section also explains

how arbitration works and some of the differences

between resolving a dispute in arbitration and resolving

one in court.

AGREEMENT & BENEFIT CHANGES

Explains that we can make changes to the Card

Agreement and your card benefits and features.

MISCELLANEOUS

Explains subjects that aren’t included in

previous sections.

BILLING ERRORS OR QUESTIONS ABOUT

YOUR BILL

Explains how to notify us in case of statement errors

or questions about your bill.

8 1

Card Agreement Guide

This Guide will help you easily identify sections of the Card Agreement and give you a brief overview of the contents of each

section. This is not intended to be a complete summary of the Card Agreement’s contents, and we encourage you to read your

entire Card Agreement, including the arbitration provision, before you use your Account.

This Card Agreement

(Agreement)

is your contract with us.

The

Facts about Interest and Fees

document

(Fact Sheet)

is part of this Agreement. The

Fact Sheet

shows important

information about your Account, such as your annual percentage rates and certain fees. Any amendments to this Agreement

also are part of this Agreement.

Please read all parts of this Agreement, including the arbitration provision, and keep it for your records.

Note: Throughout the Agreement are examples, helpful tips and additional explanations

that will make the Agreement easier to understand.

You’ll find definitions of other terms within this Agreement.

Card Agreement

DEFINITIONS

Account

– Your Costco Anywhere Visa

Business Card by Citi Account.

Adjusted New Balance

– Your New Balance less any Citi Flex Plan

balance.

Annual Percentage Rate (APR)

– A rate, shown as a percentage, used to

calculate interest on the balance on your Account.

Authorized User

– Any person you allow to use your Account with a Card

we provided with that person’s name.

Billing Period

– The period of time between each date when we create

a statement for your Account. A Billing Period is usually 28 – 33 days.

For each Billing Period, your statement will show any Transactions, other

charges, payments and other credits posted during that Billing Period.

Business

– The entity, association, or other business organization, or the

sole proprietorship, as applicable, that applied to open the account and

any successor.

Business Credit Reporting Agency

– An organization that compiles

credit information for the purpose of generating credit reports on a

business.

Business Day

– Monday through Friday, excluding federal holidays.

Card

– One or more cards or other devices (including an account number)

used to access your Account to obtain credit.

Card Networks

– Organizations, such as MasterCard, Visa and American

Express, that facilitate the payment process between a cardmember,

merchants and a card issuer.

Cash Advance

– Use of your Card to get cash, including foreign currency,

or for what we consider a cash-like transaction. Examples include using

your Card for: ATM and teller withdrawals, wire transfers, money orders,

traveler’s checks, lottery tickets, gaming chips and other methods used for

gambling, wagers and other betting transactions. A Citi Flex Loan is not a

Cash Advance.

Citi Flex Loan

– Funds provided to you by check or by direct deposit that

you select to be charged to your Account and repaid under a Citi Flex

Plan. Cash Advances are not Citi Flex Loans.

Citi Flex Pay

– Eligible Transactions that you select to be paid under a Citi

Flex Plan.

Citi Flex Plan

– A feature on your Account to pay Citi Flex Loans or Citi

Flex Pay Amounts in a fixed number of payments.

Consumer Reporting Agency

– An organization, such as Experian,

Equifax and TransUnion, that compiles credit information for the purpose

of generating consumer credit reports. It’s also known as a “credit bureau”

and a “credit reporting agency.”

Include

and

including

– These terms mean “include [or including] without

limitation.”

Late Payment

– A payment is late if you don’t pay at least an amount

equal to the Minimum Payment Due minus any Overlimit Amount by the

payment due date.

New Balance

– The total amount you owe us at the end of each Billing

Period. This amount is shown on each statement under the heading “New

Balance.” We explain how we calculate the New Balance below.

Overlimit Amount

– The amount by which your Account balance exceeds

your credit limit in any Billing Period.

Purchase

– Use of your Card to buy goods and services. Cash Advances

are not Purchases.

Returned Payment

– A payment that isn’t honored by your

financial institution.

Transaction

– A Cash Advance, Purchase or Citi Flex Plan, as applicable.

we, us

and

our

– Citibank, N.A.

you, your

and

yours

– The Business and the Authorized Officer, who are

jointly and severally liable for all amounts owed on the Account.

Your Account use is subject to this Agreement. You must pay us for all amounts

due on your Account, including:

1. Transactions you make, even if you didn’t present your Card or sign for

the Transaction;

2. Transactions an Authorized User makes;

3. Transactions that other people make if you or an Authorized User let them use

your Account; and

4. Any fees and interest charges on the Account.

Binding Agreement.

This Agreement takes effect once you use your Card. Even

if you don’t use your Card, this Agreement will take effect unless you contact us to

cancel your Account within 30 days after we sent you this Agreement.

Credit Limit.

We assign a credit limit to your Account. Part of this credit limit may

be available for Cash Advances, and there may be a limit on the amount of Cash

Advances you can take in a given period. We may authorize Transactions that

cause your balance to exceed your credit limit.

ACCOUNT USE

Business Purpose.

You agree that your Account is established and will be used

only for business purposes and won’t be used for personal, family or household

purposes. As a result, you understand that certain federal and state consumer

protection laws which impose duties on us and grant rights to consumers for

consumer accounts don’t apply to this Account. If you or your Authorized User do

use your Account for personal, family or household purposes, this Agreement still

applies and you must pay us for those Transactions. In addition, we may choose

to close your Account.

Instructions.

You agree that instructions from the Authorized Officer or the

Authorized Officers designee constitute instructions from you.

Joint Liability.

The Business and the Authorized Officer are jointly and severally

liable for all amounts owed on the Account. We may enforce any right or remedy

we may have regarding any of your obligations under this Agreement without

affecting our other rights or remedies. You waive (i) any right to require us to

proceed against any other entity or person liable on the Account or pursue any

other entity or person liable on the Account or pursue any other remedy in our

power; (ii) any defense because of any disability or other defense or cessation of

liability on the Account by anyone else for any reason other than full payment; (iii)

any defense or right against us arising out of the exercise of our rights under this

Agreement to the extent that such exercise of our rights results in the loss of any

right of subrogation, reimbursement or other right you may have against anyone

else liable on the Account; and (iv) all presentments, diligence, protests, demands

and notices or protest, dishonor or nonperformance.

Citi Flex Plan.

Your ability to create a Citi Flex Plan will depend on the amount of

your available credit, creditworthiness, and other factors. We may limit the number

of active Citi Flex Plans you can have and we may change this number at any time.

There are two ways to create a Citi Flex Plan — Citi Flex Pay and Citi Flex Loan.

With

Citi Flex Pay

, you can pay for eligible Transactions under a Citi Flex Plan.

An eligible Transaction for Citi Flex Pay must be a Purchase of at least a specified

dollar amount and does not include a Purchase of cash or cash equivalent, a

Purchase subject to Foreign Transaction Fees or any fee owed to us. Other

exclusions may apply.

With

Citi Flex Loan

, you can use your Account’s credit line to access funds and

pay such funds under a Citi Flex Plan. You can only create a Citi Flex Loan if you

receive an offer. The offer will tell you the terms, including the APR, that will apply

to that Citi Flex Loan.

Unlawful Transactions.

You aren’t permitted to use your Account for unlawful

Transactions. If you do use your Account for unlawful Transactions, this

Agreement still applies and you must pay us for those Transactions. You also may

have to pay the Card Network and/or us for any damages and expenses resulting

from that use. In addition, we may close your Account.

Mobile Phone or Other Devices.

Smart phones, tablets and other electronic

devices can store your Card (such as through a mobile wallet). This means they

can be used to make Purchases or other Transactions. Any such Transactions

are covered by this Agreement. Apps that use your Card to make Transactions

may have separate terms of use. We’re not responsible if you violate those terms,

or for any consequences resulting from any violation.

Note: It’s important to protect your devices the same way you protect your Card. Anyone who can access your Card using your device

also

can make charges to your Account using that

device.

continued on next page

YOUR

ACCOUNT

The following sections explain how we calculate the interest you owe each

Billing Period.

APRs.

We use APRs to calculate interest charges on your Account. Different

APRs may apply to different Transactions. See the listing of your APRs on the

Fact Sheet

Variable APRs.

A variable APR is an APR that can change each Billing Period.

We calculate each variable APR first by taking the U.S. Prime Rate from

The

Wall Street Journal ( WSJ )

two Business Days before the last day of each Billing

Period. (If the

WSJ

doesn’t publish the U.S. Prime Rate that day, then we’ll use

another publication.) Then we add to the U.S. Prime Rate a certain percentage

amount, which we call the

Margin

. You can find the Margin we use for your

Account in the Details About Your Interest Rate section of the

Fact Sheet

Your variable APRs will increase if the U.S. Prime Rate increases and decrease

if the U.S. Prime Rate decreases. If a variable APR increases, then your interest

charges and Minimum Payment Due may increase.

If the U.S. Prime Rate changes, we’ll apply the new variable APR starting from

the first day of the Billing Period when we take the U.S. Prime Rate from the

WSJ

The new APR will apply to existing balances, as well as balances added to your

Account after the change.

ANNUAL PERCENTAGE RATES

INTEREST

CHARGES

Penalty APR.

If you have a Late or a Returned Payment, we may apply a

penalty APR to your Account. We determine your penalty APR based on your

creditworthiness. If we apply a penalty APR, it will apply to both existing Account

balances and new Transactions. The penalty APR may apply indefinitely.

Daily Balance

We calculate interest on your Account each Billing Period first by

calculating your daily balances. The following explains how we do that.

Here’s how and when Transactions, fees and credits are applied to

the balances on your Account:

• We add the amount of a Purchase to the Purchase balance as of the

post date on your statement.

• We add the amount of a Cash Advance to the Cash Advance balance

as of the post date on your statement.

• We add a Cash Advance fee to the Cash Advance balance as of the

post date on your statement.

• We add the amount of any eligible Transaction under Citi Flex Pay or

a Citi Flex Loan to a Citi Flex Plan balance as of the post date on your

statement. If you moved an amount from another balance within your

Account to a Citi Flex Plan, we will credit the other balance in the amount

you added to a Citi Flex Plan in order to avoid double counting that

amount. If a Plan Fee applies, the first Plan Fee will be added to the

Citi Flex Balance as of the end of the billing period in which the Plan was

created. A Plan Fee will then be added to the Citi Flex Plan balance at the

end of each subsequent billing period until the Plan is paid in full.

• We’ll add any other fees to the balance of our choice. If you’re charged

interest in a Billing Period, but the amount calculated is less than $0.50,

we’ll add additional interest to the balance(s) of our choice so that you’ll

be charged $0.50 in interest for that Billing Period.

• We subtract credits and payments as of the post date shown on

your statement.

• Each balance may have a different APR. Certain categories of

Transactions in a balance may have multiple APRs. For example,

you may make a Purchase or create a Citi Flex Plan that’s subject

to a promotional APR. Your balances, and their corresponding APRs,

are shown on your statement.

Note: The post date shown on your statement will usually be the date

of the Transaction, but it may be later.

Here’s how we calculate each of the daily Purchase, Cash Advance

and Citi Flex Plan balances on your Account:

• We start with the daily balance from the end of the previous day.

• We add any new Transactions, fees and other charges, including

interest accrued on the previous day’s balance. This means that interest

is compounded daily.

• We subtract any credits or payments credited as of that day.

• We make additional adjustments as appropriate, subject to applicable

law (as an example, for a disputed charge).This gives us the daily

balance for that day.

Daily balance for purchases from the previous day

+ New purchases

+ Fees and interest accrued on the previous day’s Purchase

balance

– Payments, credits and adjustments posted that day

= New daily balance for Purchases

Interest Calculation.

Each daily balance may have a different APR.

Certain categories of Transactions in a daily balance may have multiple

APRs. For example, you may make a Purchase that’s subject to a

promotional APR. If a daily balance on your Account is subject to an

APR, we’ll charge interest on that daily balance. We use the daily balance

method (which includes new Transactions). If interest applies to a

balance, it will start applying on the day a charge is added to that balance

and continue until that balance is paid in full. We consider a credit balance

as a balance of zero when calculating interest on that balance.

• We multiply each daily balance by its applicable daily periodic rates

(each applicable APR divided by 365).

• We do this for each day in the Billing Period. This gives us the daily

interest amounts.

• Then we total all the daily interest amounts for all the daily balances.

This gives us the total interest for the Billing Period.

Note: Your balances, and their corresponding APRs, are shown on

your statement.

Calculating the New Balance.

To calculate the New Balance at the end

of each Billing Period, we begin with the total Account balance at the start

of that Billing Period. Then we add any Transactions that are new to the

Account during that Billing Period. Then we subtract any credits applied

or payments made during that Billing Period. Then we add any interest

charges or fees incurred during that Billing Period and make any other

adjustments, as applicable (for example, if you have disputed a charge).

Grace Period on Purchases.

You won’t pay any interest on Purchases

if you pay the Adjusted New Balance plus any Citi Flex Plan Payment

Amount, in full by the payment due date shown on your statement each

Billing Period. We call this a

grace period on purchases

. If you don’t

pay your Adjusted New Balance in full, plus any Citi Flex Plan Payment

Amount, by the payment due date in a Billing Period, you’ll pay interest on

your Purchases from the date they’re posted to your Account. You also

won’t have a grace period on Purchases again until you pay the Adjusted

New Balance in full, plus any Citi Flex Plan Payment Amount, by the

payment due date 2 Billing Periods in a row.

S ECTION 3

—

ANNUAL PERCENTAGE RATES & INTEREST CHARGES

(continued)

How is a variable APR calculated?

If the U.S. Prime Rate published in the

WSJ

two Business Days

before the end of a Billing Period is

5%;

and

If the Margin is

13.99%

; then

Add the two together to calculate a variable APR:

5% + 13.99% = 18.99%

FOREIGN CURRENCY CONVERSION

Foreign Currency Conversion – Purchases.

A Card Network converts the

amount of a Purchase in a foreign currency into U.S. dollars. Each Card Network

follows its own procedures for conversion. These procedures include how the

Card Network chooses an exchange rate and when to do the conversion. For

example, Visa chooses either a government-mandated exchange rate or chooses

from a range of rates available on wholesale currency markets (and, in either

case, the exchange rate that it chooses may be less favorable than the rate that

Visa itself, receives when it makes foreign currency transactions). Depending on

the policies of each Card Network, the exchange rate chosen may be the one in

effect on the day the Card Network does the conversion, or on the day before.

The exchange rate that a Card Network uses to convert the Purchase to U.S.

dollars may differ from the rate in effect on the date you made the Purchase or

on the post date for that Purchase shown on your statement. The Card Network’s

procedures may change without notice.

If a third party, such as a merchant, converts the amount of a Purchase into U.S.

dollars before sending the Purchase to a Card Network, the third party chooses

the conversion rate instead of the Card Network.

Foreign Currency Conversion – Cash Advances.

If you take a Cash Advance

in a foreign currency at an ATM or branch of a financial institution, it may not be

the Card Network in all instances that converts the Transaction into U.S. dollars.

Instead, depending on where the Transaction takes place, another third

party, such as a financial institution, ATM network or ATM operator, may do

the conversion. We do not control this. However, if you use your Card for a

Cash Advance at a Citibank ATM or branch, then we or our affiliates may do

the conversion.

The party that converts a Cash Advance to U.S. dollars will choose the exchange

rate and when to do the conversion. The exchange rate in effect on the date the

Cash Advance is converted to U.S. dollars may differ from the rate in effect on the

date you took the Cash Advance or the post date for that Transaction shown on

your statement. The exchange rate may also differ from any rate quoted to you

when you made the Transaction.

FEES

Fee Amount About the Fee

Annual Membership Fee

None There is no annual membership fee for this credit card.

will close

your

Account if you do not maintain a Costco membership.

Late Fee

$41 We have the right to charge you a late fee if you don’t pay at least an

amount

equal to the Minimum Payment Due minus any Overlimit Amount by the payment

due date.

Returned Payment Fee

$41 We have the right to charge you a Returned Payment fee of $41 if your bank

doesn’t honor your payment. If that happens, we’ll resubmit the payment request.

Transaction Fee for

Either $10 or 5% of the amount of each We charge you a fee for each Cash Advance.

Cash Advances

cash advance, whichever is greater.

Plan Fee

A monthly fee of up to 1.72% of each If a Plan Fee applies, it will be disclosed to you at the time you enter

into

the

(Fixed Finance Charge)

Transaction moved to a Plan based on Citi Flex Plan.

the Plan duration, the APR that would

otherwise apply to the Transaction, and

other factors.

FEES

FOREIGN

CURRENCY

CONVERSION

continued on next page

S ECTION 3

—

ANNUAL PERCENTAGE RATES & INTEREST CHARGES

(continued)

There’s no grace period on Cash Advances and Citi Flex Loans. This

means you’ll pay interest on Cash Advances and Citi Flex Loans from the

date these Transactions post to your Account.

Important Information about Citi Flex Plans: We apply any amount you

pay over your Minimum Payment Due first to the balance with the highest

APR, then to the balance with the next highest APR, and so on, as described

in Section 5, Application of Payments. This means that, if the APR for a Citi

Flex Plan balance is higher than an APR that applies to another balance

on your Account, we will apply the amount you pay above the Minimum

Payment Due to that Citi Flex Plan balance prior to that other balance.

This will cause you to pay off that Citi Flex Plan balance before the end of

its repayment period and may result in an amount remaining due on your

next billing statement for the other balance, increasing your Adjusted New

Balance on your next billing statement.

You can see your balances and their corresponding APRs on your statement.

Grace Period for Citi Flex Plan balances.

When you create a Citi Flex

Pay subject to an APR, you will be charged interest on the Citi Flex Pay

balance from the start of the Billing Period following the Billing Period when

you created the Citi Flex Pay. This means that you will not be charged

interest on the Citi Flex Pay balance during the Billing Period in which you

created the Citi Flex Pay.

There is no grace period for Citi Flex Loans. You’ll pay interest on Citi Flex

Loans from the date the Loan is posted to your account

Minimum Payment Due.

You may pay all or a part of your Account

balance at any time. You must pay at least the Minimum Payment Due by

the payment due date each Billing Period.

Your

“Minimum Payment Due”

equals:

• Any amount past due; plus

• Any Overlimit Amount; plus

• Any Citi Flex Plan Payment Amount; plus

• The greater of:

1. The Adjusted New Balance, if it’s less than $25;

2. $25 if the Adjusted New Balance is at least $25; or

3. 1% of the Adjusted New Balance (rounded to the nearest dollar),

plus any billed interest or minimum interest charge, plus any late fee.

The Minimum Payment Due is never more than the New Balance.

Note: Your payment due date is typically the same day of the month

every month. You may request a change to your monthly due date.

Citi Flex Plan Payment Amount.

The Minimum Payment Due will

include any amount due on a Citi Flex Plan balance each Billing Period

(the “

Citi Flex Plan Payment Amount

”). Your first Citi Flex Plan

Payment

Amount will be due in the Billing Period following the Billing Period in

which you created the Citi Flex Plan. You must pay the Citi Flex Plan

Payment Amount each Billing Period, calculated as described below,

for so long as any balance remains in the Citi Flex Plan. The Citi Flex

Plan Payment will never be more than the amount of the Citi Flex Plan

balance, which includes any applicable interest or Plan Fee.

For Citi Flex Plans Subject to a Citi Flex Plan APR:

• We take the Citi Flex Plan balance as of the date it is created, plus

• The estimated interest charges for the Citi Flex Plan calculated through

the end of the Citi Flex Plan repayment period, the sum of which is

divided by the number of months in the Citi Flex Plan.

○ Estimated interest charges for the Citi Flex Plan are calculated

as follows: (i) for Citi Flex Pay, the estimated interest charges

are calculated on the daily balance from the start of the next

Billing Period following the Billing Period on which you created

the Citi Flex Pay; and (ii) for Citi Flex Loan, the estimated interest

charges are calculated on the daily balance from the date on

which you created the Citi Flex Loan. For purposes of this

estimate, interest is calculated through the end of the

Citi Flex Plan repayment period.

The formula we use for determining the amount described directly above is:

• B x (IPAPR/12) / (1-(1+IPAPR/12)

-N

)

○ Where B is the Citi Flex Plan balance plus, for Citi Flex Loan,

interest accrued in the billing period in which the Citi Flex Loan

was created, calculated as the initial Flex Loan balance multiplied

by (1+APR/365)

▪ APR is the APR that applies to that specific Citi Flex Plan

▪ D is the estimated number of days remaining in the billing

period after the Citi Flex Loan is posted to the account

○ IPAPR is 12*((1+APR/365)

(365/12)

-1)

• N is the number of scheduled payments to be made during the

Citi Flex Plan repayment period

For Citi Flex Plans subject to a Plan Fee:

• We start by dividing the initial Citi Flex Plan balance by the selected

repayment period.

• We then add your monthly Plan Fee to determine the monthly

payment amount.

Your first Citi Flex Plan Payment Amount will be due in the Billing Period

following the Billing Period in which you created the Citi Flex Plan.

The actual interest charged on your Citi Flex Plan will be calculated as

described in Section 3. If you do not pay your Minimum Payment Due

in full by the due date, you may owe additional interest on your Citi Flex

Plan balance if it is subject to a Citi Flex Plan APR. This will not increase

the Citi Flex Plan Payment Amount for subsequent Billing Periods, but

you may be required to make additional payments after the end of the Citi

Flex Plan repayment period to pay your Citi Flex Plan balance (including

any additional interest) in full.

If you have not paid your Minimum Payment Due for any three Billing

Periods during the Citi Flex Plan, and the Minimum Payment Due for

those three Billing Periods remains outstanding at the end of your

current Billing Period, we may cancel any existing Citi Flex Plan from

your Account, then add the balance of any canceled Citi Flex Plan to the

Purchase balance, retaining the Citi Flex Plan APR that was in effect at

time of cancelation. If we cancel a Citi Flex Plan subject to a Plan Fee, we

will not charge the Plan Fee after cancelation.

We may also do this if:

• You file for bankruptcy or some other insolvency proceeding is filed by

or against you.

• You don’t honor the terms of this Agreement.

• You’re declared incompetent or mentally incapacitated or in the event

of your death.

• You enter into a hardship assistance program.

If any of the above events occur, we will calculate the Minimum Payment

Due as part of the Adjusted New Balance as described in Section 5 and

you will no longer pay a monthly Citi Flex Plan Payment Amount. Any

canceled Citi Flex Plan balance amount that was added to a Purchase

balance will not be added back to a Citi Flex Plan balance, even if you

pay your outstanding Minimum Payment Due in full. You will not be

eligible to create another Citi Flex Plan until you pay your outstanding

Minimum Payment Due in full, and then only if we offer you the

opportunity to create another Citi Flex Plan.

Important Information about Citi Flex Plans and Promotional APRs:

If your Citi Flex Plan APR is higher than any other APR, we will apply

any payment you make above the Minimum Payment Due to that

Citi Flex Plan balance prior to the lower APR balances. This means that

if you want to pay off a balance with a lower promotional APR before

the promotional period expires, you must first pay off all your other

balances with higher APRs, including your Citi Flex Plan balance,

before you can pay off that promotional balance.

PAYMENTS

Adding and Removing Authorized Users.

You can ask us to add one

or more Authorized Users to your Account. If we approve, use of your

Account by an Authorized User is subject to the terms of this Agreement.

You must:

• Obtain permission from each Authorized User before naming him or her

as an Authorized User on your Account.

• Make a copy of this Agreement available to each Authorized User.

You must notify us to remove an Authorized User from your Account.

If we remove an Authorized User, in some cases we may close your

Account, open a new Account and issue you a new Card.

Your Responsibility for Authorized Users.

You must pay us for:

• Any Transactions made by an Authorized User on your Account.

• Any Transaction made by an Authorized User even if the post date

shown on your statement for that Transaction occurs after the date you

ask us to remove the Authorized User from your Account.

• Any Transactions made by others if an Authorized User allows them to

use your Account.

• Fees and charges resulting from any Transactions made by an

Authorized User or others if an Authorized User allows them to use

your Account.

Account Rights for Authorized Users.

You agree that an Authorized

User may use and receive information about the Account, such as the

Authorized Users Transaction information and history, Account Balance

and Minimum Payment Due. You allow us to discuss your Account with an

Authorized User. We may also provide you the option to give Authorized

Users expanded access to your Account, such as permitting the Authorized

Users to set up recurring payments or to obtain your Transaction history. If

we provide this expanded access, we will explain the available options. An

Authorized User won’t be able to add other Authorized Users, adjust the

credit limit, create a Citi Flex Plan, or close the Account.

What can Authorized Users do?

All Authorized Users can take certain

actions with the Account, including:

• Report lost or stolen Cards

• Make payments

• Initiate billing disputes

Information about Authorized Users.

You agree to give us certain

personal information about each Authorized User. Authorized Users must

be employees or contractors of your business. You must let each one

know that you’ll give us that information and you must have his or her

permission to do so. You must have permission from each one to allow us

to share information about him or her with third parties, including Costco,

as allowed by applicable law. This includes information we may get from

you, any Authorized User and others. It also includes information about

their Transactions on the Account.

AUTHORIZED

USERS

• Obtain certain information about the

Account, such as the Authorized User

Transaction history, the Account Balance

and Minimum Payment Due

S ECTION 5

—

PAYMENTS

(continued)

Application of Payments

. We decide how to apply your payments,

up to the Minimum Payment Due, to the balances on your Account.

The Minimum Payment Due is generally applied first to fees, interest

and principal in the balance with the lowest APR, then to fees, interest

and principal in the balance with the next lowest APR, and so on, until

the full Minimum Payment Due has been applied. If you pay more than

the Minimum Payment Due, we’ll apply the amount over the Minimum

Payment Due first to the balance with the highest APR, then to the

balance with the next highest APR, and so on, except as otherwise

required by applicable law.

Payment Instructions

. You must follow the instructions below when

making a payment. If you do, we’ll credit the payment to your Account as

of the day we receive it.

1. You must pay in U.S. dollars.

2. You must use a check or electronic debit issued by a bank in

the United States.

3. You must not send us a check dated after the date that we receive it.

4. You must not enclose more than one check per envelope.

5. You must not include any restrictive endorsements on the check.

6. You must follow the additional payment instructions shown on

your statement.

If you don’t pay in U.S. dollars and we accept your payment, we’ll select

the currency conversion rate, and you must pay our costs. If you don’t

follow our payment instructions, we may not accept your payment, or there

may be a delay in crediting your Account. Either case may result in late

fees and additional interest charges to your Account. If you don’t follow the

instructions in this Agreement or on your statement, we may accept your

payment without losing our rights. We may reject a payment if it’s more

than the outstanding Account balance. We also may close your Account.

Default.

We may require immediate payment of your total Account

balance, to the extent allowed by law, if either the Business or the

Authorized Officer:

1. Doesn’t pay at least the Minimum Payment Due by the due date.

2. Has a Returned Payment.

3. Files for bankruptcy or some other insolvency proceeding is filed by

or against the Business or the Authorized Officer.

4. Suffers an attachment, execution or levy against the Business,

Authorized Officer or the property of either of them.

5. Makes an assignment for the benefit of creditors.

6. Has a guardian, conservator, receiver, custodian or trustee appointed.

7. Experiences an adverse change in their financial standing.

8. Agrees to, becomes subject to, or experiences a material change

in the nature of the business, a cessation of ongoing business

operations, a change in the control or structure of the business, or

the sale or other transfer of all or substantially all of the Business or

Authorized Officer’s assets.

9. Doesn’t honor the terms of this Agreement.

10. Defaults under any other card agreement that the Business or the

Authorized Officer has with us.

11. Is declared incompetent or mentally incapacitated, or in the event

of the Authorized Officer’s death.

12. Has made any false or misleading statements on the application for

the Account.

Closing or Suspending Your Account.

We may close or suspend your

Account if any of the events listed above occur, or for any reason, or for

no reason. We may do this at any time, without notifying you, as allowed

by law. We may cancel your current Card and issue you a substitute Card

at any time. You also may close your Account at any time by notifying us

by telephone or in writing. If we close or suspend your Account, or if you

close your Account, you must pay us all amounts you owe on the Account

(including any amount due on a Citi Flex Plan balance), even if they post

to your Account after it’s closed or suspended.

Note:

We will close your Account if you do not maintain a

Costco membership.

DEFAULT, CLOSING

SUSPENDING

YOUR

ACCOUNT

You allow us to get information about you. We get it from Consumer

Reporting Agencies, Business Credit Reporting Agencies and other

sources that provide financial information about you. You allow us to

use it for:

• Renewal of your Account;

• Credit line increases or decreases;

• Administration or review of your Account, collection and any

other servicing;

• All other credit-related purposes connected with this Agreement;

• Offers for other cards, insurance products and other services; and

• Other uses permitted by law.

We report Account information to Business Credit Reporting Agencies on

a monthly basis. The information we provide may appear on your business

credit reports. This can include information about:

• Late Payments;

• Overlimit Amounts;

• Returned Payments; and

• Other violations of this Agreement.

CREDIT REPORTING

Changes to Account Information.

You provided certain information to

us, including a mailing address and telephone number, when you opened

your Account. You agree to notify us if this information changes. If you

don’t, or if we ask you to verify your Account information and you cannot,

we may suspend or close your Account.

Information Sharing.

You agree to let us share information about you

and your Account as allowed by law. This includes information we get

from you and others. Our privacy notice, which is enclosed with your

new Account materials, describes reasons Citi can share its customers’

information.

COMMUNICATIONS

Contacting You.

You agree that we (and/or our service providers or

anyone we authorize) may contact you at any phone number, email

address or mailing address you provide or we obtain in other ways.

This includes communications to mobile, cellular/wireless or similar

devices. We may contact you by live operator, auto-dialer, recorded

or artificial voice, text or email.

You agree to pay any charges from your plan provider for communications

we send to you, as well as communications you send to us.

How We Capture and Use Voiceprints.

We may use voice recognition

technology to verify your identity when you call. We may capture and store

your voiceprint for this purpose.

Call Monitoring.

We may monitor and record any calls between you

and us.

Notices.

We send any notices to your address you gave us, or, if you’ve

agreed, by email to the address you gave us. If you have multiple

addresses, we’ll send notices to only one such address. We consider a

notice sent as soon as we mail it. We consider an electronic notice sent

as soon as we email it, unless we receive notification that the email was

undeliverable.

ACCOUNT

INFORMATION,

INFORMATION

SHARING

COMMUNICATIONS

Merchant Refunds.

A merchant refund to your Account will post to your

Account as a credit. We don’t control when a merchant sends an Account

credit. We’ll choose how to apply the credit to your existing Account

balances, including whether to apply a credit to a Citi Flex Plan or a

different balance. If you believe a merchant credit has not been applied

properly, please contact us. If a credit creates a credit balance on your

Account, we’ll mail you a check for the amount of the credit balance.

Note: Merchant Surcharges. Some merchants, including merchants

outside the U.S., may charge you a fee to use your Card for a Purchase.

The fee will be either a percentage of the amount of your Purchase, or a

flat fee, and will be added to the amount of your Purchase. Usually, a

merchant will tell you about this fee before you use your Card, but not

always. We don’t control these fees, and can’t prevent them.

Recurring Authorized Transactions.

If you authorize a merchant or any

other person to charge your Account for recurring Transactions, you must

notify the merchant if:

• You want to discontinue these Transactions;

• Your Account is closed;

• Your Account number changes;

• Your Card expiration date changes.

You’re responsible for reinstating any recurring authorized Transactions.

Refusal of the Card.

We don’t guarantee approval of Transactions.

We are not liable for those that aren’t approved, even if you have

enough available credit on your Account. We also may limit the number

of Transactions approved in a single day. If we detect unusual or

suspicious activity, we may suspend credit privileges on the Account

or the impacted card.

TRANSACTIONS

PLEASE READ THIS PROVISION OF THE AGREEMENT CAREFULLY.

This section provides that disputes may be resolved by binding

arbitration. Arbitration replaces the right to go to court, have a jury trial or

initiate or participate in a class action. In arbitration, disputes are resolved

by an arbitrator, not a judge or jury. Arbitration procedures are simpler

and more limited than in court. This arbitration provision is governed by

the Federal Arbitration Act (FAA), and shall be interpreted in the broadest

way the law will allow.

Covered claims

•

You or we may arbitrate

any claim, dispute or controversy between

you and us arising out of or related to your Account, a previous related

Account or our relationship (called “Claims”).

•

If arbitration is chosen by any party, neither you nor we will have

the right to litigate that Claim in court or have a jury trial on that

Claim.

Except as stated below, all Claims are subject to arbitration, no matter

what legal theory they’re based on or what remedy (damages, or

injunctive or declaratory relief) they seek, including Claims based on

contract, tort (including intentional tort), fraud, agency, your or our

negligence, statutory or regulatory provisions, or any other sources of

law; Claims made as counterclaims, cross-claims, third-party claims,

interpleaders or otherwise; Claims made regarding past, present or future

conduct; and Claims made independently or with other claims. This also

includes Claims made by or against anyone connected with us or you

or claiming through us or you, or by someone making a claim through

us or you, such as a co-applicant, Authorized User, employee, agent,

representative or an affiliated/parent/subsidiary company.

Arbitration limits

• Individual Claims filed in a small claims court are not subject to

arbitration, as long as the matter stays in small claims court.

• We won’t initiate arbitration to collect a debt from you unless you

choose to arbitrate or assert a Claim against us. If you assert a Claim

against us, we can choose to arbitrate, including actions to collect a

debt from you. You may arbitrate on an individual basis Claims brought

against you, including Claims to collect a debt.

• Claims brought as part of a class action, private attorney general or

other representative action can be arbitrated only on an individual

basis. The arbitrator has no authority to arbitrate any claim on a class

or representative basis and may award relief only on an individual

basis. If arbitration is chosen by any party, neither you nor we may

pursue a Claim as part of a class action or other representative

action. Claims of 2 or more persons may not be combined in the same

arbitration. However, applicants, co-applicants, Authorized Users on a

single Account and/or related Accounts or corporate affiliates are here

considered as one person.

How arbitration works

• Arbitration shall be conducted by the American Arbitration Association

(“AAA”) according to this arbitration provision and the applicable AAA

arbitration rules in effect when the claim is filed (“AAA Rules”), except

where those rules conflict with this arbitration provision. You can obtain

copies of the AAA Rules at the AAA’s website (www.adr.org) or by

calling 800-778-7879 (For TTY: Use 711 or other Relay Service). You

or we may choose to have a hearing, appear at any hearing by phone

or other electronic means, and/or be represented by counsel. Any in-

person hearing will be held in the same city as the U.S. District Court

closest to your billing address.

• Arbitration may be requested at any time, even where there is a

pending lawsuit, unless a trial has begun or a final judgment entered.

Neither you nor we waive the right to arbitrate by filing or serving a

complaint, answer, counterclaim, motion or discovery in a court lawsuit.

To choose arbitration, a party may file a motion to compel arbitration

in a pending matter and/or commence arbitration by submitting the

required AAA forms and requisite filing fees to the AAA.

• The arbitration shall be conducted by a single arbitrator in accord

with this arbitration provision and the AAA Rules, which may limit

discovery. The arbitrator shall not apply any federal or state rules of

civil procedure for discovery, but the arbitrator shall honor claims of

privilege recognized at law and shall take reasonable steps to protect

Account information and other confidential information of either party if

requested to do so. The arbitrator shall apply applicable substantive law

consistent with the FAA and applicable statute of limitations, and may

award damages or other relief under applicable law.

• The arbitrator shall make any award in writing and, if requested by you

or us, may provide a brief statement of the reasons for the award.

An arbitration award shall decide the rights and obligations only of

the parties named in the arbitration, and shall not have any bearing on

any other person or dispute.

Paying for arbitration fees

• We’ll pay your share of the arbitration fee for an arbitration of Claims

of $75,000 or less if they are unrelated to debt collection. Otherwise,

arbitration fees will be allocated according to the applicable AAA

Rules. If we prevail, we may not recover our arbitration fees, unless the

arbitrator decides your Claim was frivolous. All parties are responsible

for their own attorney’s fees, expert fees and any other expenses,

unless the arbitrator awards such fees or expenses to you or us based

on applicable law.

The final award

• Any award by an arbitrator is final unless a party appeals it in writing

to the AAA within 30 days of notice of the award. The arbitration

appeal shall be determined by a panel of 3 arbitrators. The panel will

consider all facts and legal issues anew based on the same evidence

presented in the prior arbitration, and will make decisions based on

a majority vote. Arbitration fees for the arbitration appeal shall be

allocated according to the applicable AAA Rules. An award by a panel

on appeal is final. A final award is subject to judicial review as provided

by applicable law.

Survival and Severability of Terms

This arbitration provision shall survive changes in this Agreement and

termination of the Account or the relationship between you and us,

including the bankruptcy of any party and any sale of your Account, or

amounts owed on your Account, to another person or entity. If any part

of this arbitration provision is deemed invalid or unenforceable, the other

terms shall remain in force, except that there can be no arbitration of

a class or representative Claim. This arbitration provision may not be

amended, severed or waived, except as provided in this Agreement or in

a written agreement between you and us.

ARBITRATION

continued on next page

Assignment.

We may assign any or all of our rights and obligations

under this Agreement to a third party. You may not sell, assign or transfer

your Account or any of your obligations under this Agreement.

Governing Law.

Federal law and the law of South Dakota govern the

terms and enforcement of this Agreement.

Enforcing this Agreement.

We won’t lose our rights under this

Agreement because we delay in enforcing them or fail to enforce them.

If any provision of this Agreement is found to be unenforceable, all other

provisions of the Agreement will remain in effect.

Collection Costs.

To the extent allowed by law, you’re liable to us for our

legal costs if we refer collection of your Account to a lawyer who isn’t our

salaried employee. These costs may include reasonable attorneys’ fees,

as well as costs and expenses of any legal action.

Unforeseen Circumstances.

From time to time, our services might

be unavailable due to circumstances beyond our control (such as fires,

floods, natural disasters, system failures or other unpredictable events).

When this happens, you might not be able to use your Card or obtain

information about your Account. We’re not responsible or liable if this

happens.

Lost or Stolen Cards, Account Numbers or Account Checks.

You

must try to prevent the unauthorized use of your Account and any Card,

including your Account number. You must call us if any Card is lost or

stolen. Also, you must call us if you think someone has used or may use

these items without permission.

Waiver of Limitations on Unauthorized Use Liability.

You agree, in

accordance with 12 U.S.C. § 1026.12(b)(5), that if at any time we have, at

your request, issued ten (10) or more Cards for use by your employees,

you waive any and all limitations on your liability for unauthorized use of

such Cards that you may have under 12 U.S.C. § 1026.12(b)(5).

Headings.

The headings in this Agreement are included as a matter

of convenience and don’t define, limit or enlarge the scope of this

Agreement or any of its provisions.

Correction of Errors.

If we incorrectly apply a payment or credit to

your Account, make an incorrect payment or transfer of funds to you

or an Authorized User or anyone else on your behalf or on behalf of an

Authorized User, or make any other error regarding your Account, you

agree that we may correct the error. We may correct the error by making

adjustments to your Account, requiring you to repay us for any incorrect

payments, credits or transfers, or taking other actions we determine are

appropriate to correct the error. You agree to cooperate with us to correct

any of these errors.

MISCELLANEOUS

Changes to this Agreement. We may change this Agreement for any

reason and at any time, subject to applicable law. This means that

we can change rates and fees that apply to your Account. It also

means we can add, replace or remove provisions of this Agreement.

If required by applicable law, we’ll give you notice of the changes.

If you have the right to reject a change, we’ll notify you and tell you

how to reject. If we notify you of a change, we may do so on your

statement or send you a separate written notice, either of which may

be sent electronically if permitted by applicable law.

Changing Benefits.

Any benefit, reward, service or feature offered may

change or be discontinued at any time for any reason. Separate terms

and conditions will describe any exceptions.

AGREEMENT

BENEFIT

CHANGES

S ECTION 11

—

ARBITRATION

(continued)

Rules for rejecting this arbitration provision

You may reject this arbitration provision by sending a written rejection

notice to us at: PO Box 790085, St. Louis, MO 63179-0085. Your rejection

notice must be mailed within 45 days of Account opening. Your rejection

notice must state that you reject the arbitration provision and include your

name, address, Account number and personal signature. No one else

may sign the rejection notice. Your rejection notice will not apply to the

arbitration provision(s) governing any other account(s) that you have

or had with us. Rejection of this arbitration provision won’t affect your

other rights or responsibilities under this Agreement, including use of

the Account.

Notify Us in Case of Errors or Questions About Your Bill

If you think your billing statement is wrong, or if you need more information about

a transaction on your billing statement, write to us (on a separate sheet) as soon

as possible at the Customer Service address provided on the billing statement.

We must hear from you in writing no later than sixty (60) days after we sent you

the first statement on which the error or problem appeared.

In your letter, give us the following information:

• Your name and account number

• The dollar

amount

of the suspected error

• The Transaction Date and Post Date

• Vendor name

• Describe the error and explain, if you can, why you believe there is an error.

If you need more information, describe the item you are unsure about.

For Further Information: Call the Customer Service number shown on the statement or on the back of your Card if you need more information. For TTY: Use 711 or other Relay Service.

BILLING

ERRORS

QUESTIONS

ABOUT YOUR

BILL

522 v7