Exhibit 4.2
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CITIBANK (SOUTH DAKOTA), N.A.,
Seller and Servicer,
CITIBANK (NEVADA),
NATIONAL ASSOCIATION,
Seller,
and
BANKERS TRUST COMPANY,
Trustee
on behalf of the Certificateholders
SERIES [ ] SUPPLEMENT
Dated as of [ ], [ ]
to
POOLING AND SERVICING AGREEMENT
Dated as of May 29, 1991
CITIBANK CREDIT CARD MASTER TRUST I
SERIES [ ]
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TABLE OF CONTENTS
Page
ARTICLE I
Creation of the Series [ ] Certificates
Section 1.01. Designation.................................................1
ARTICLE II
Definitions
Section 2.01. Definitions.................................................2
Section 2.02. Amendment to Definition of "Series Adjusted
Invested Amount"............................................9
ARTICLE III
Servicer and Trustee
Section 3.01. Servicing Compensation......................................9
Section 3.02. Trustee Appointment of Agents..............................10
ARTICLE IV
Rights of Series [ ] Certificateholders and
Allocation and Application of Collections
Section 4.01. Allocations................................................10
Section 4.02. Application of Investor Finance Charge
Collections, Available Investor Principal
Collections and Series [ ] Excess
Principal Collections......................................11
Section 4.03. Investor Charge-Offs.......................................13
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Page
ARTICLE V
Definitions of Series Invested Amount,
Series Adjusted Invested Amount, Principal Amount;
Payment Requests,
Principal Funding sub-Account Shortfall
Section 5.01. Definitions of Series Invested Amount, Series
Adjusted Invested Amount and Principal
Amount.....................................................14
Section 5.02. Payment Request............................................16
Section 5.03. Finance Charges Allocable to Segregated
Sellers' Interest..........................................16
ARTICLE VI
Distributions and Reports to
Series [ ] Certificateholders
Section 6.01. Distributions..............................................17
Section 6.02. Monthly Performance Statement and Monthly
Servicer's Certificate.....................................17
Section 6.03. Monthly Computation Statement..............................17
ARTICLE VII
Final Distributions; Sale of Credit Card Receivables
Section 7.01. Sale of Certificateholders' Interest Pursuant
to Section 2.06 or 10.01 of the Agreement..................17
Section 7.02. Distribution of Proceeds of Sale, Disposition
or Liquidation of the Receivables Pursuant to
Section 9.02 of the Agreement..............................18
Section 7.03. Sale of Credit Card Receivables............................19
ARTICLE IX
Miscellaneous Provisions
Section 8.01. Ratification of Agreement..................................20
Section 8.02. Counterparts...............................................20
Section 8.03. Governing Law..............................................20
Section 8.04. Construction of Agreement..................................20
Section 8.05. Excluded Series............................................20
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EXHIBITS
Exhibit A Form of Payment Request
Exhibit B Form of Monthly Performance Statement
Exhibit C Form of Monthly Servicer's Certificate
Exhibit D Form of Monthly Computation Statement
Exhibit E Form of Credit Card Participation Certificate
iii
SERIES [ ] SUPPLEMENT dated as of [ ], [ ],
among CITIBANK (SOUTH DAKOTA), N.A., a
national banking association, Seller and Servicer;
CITIBANK (NEVADA), NATIONAL ASSOCIATION, a national
banking association, Seller; and BANKERS TRUST
COMPANY, a New York banking corporation, as Trustee.
Pursuant to the Pooling and Servicing Agreement dated as of May 29, 1991
(as amended and supplemented, the "Agreement"), among the Sellers, the Servicer
and the Trustee, the Sellers have created Citibank Credit Card Master Trust I
(the "Trust"). Section 6.03 of the Agreement provides that the Sellers may from
time to time direct the Trustee to issue, on behalf of the Trust, one or more
new Series of Investor Certificates representing fractional undivided interests
in the Trust. The Principal Terms of any new Series are to be set forth in a
Supplement to the Agreement.
Pursuant to this Series Supplement, the Sellers and the Trustee shall
create a new Series of Certificates constituting Investor Certificates and
specify the Principal Terms thereof.
ARTICLE I
Creation of the Series [ ] Certificates
Section 1.01. Designation. (a) There is hereby created a Series of Investor
Certificates to be issued pursuant to the Agreement and this Series Supplement
to be known as "Citibank Credit Card Master Trust I, Series [ ]". Such Investor
Certificates shall be issued in one Class and shall be known as the "Series [ ]
Credit Card Participation Certificates" or the "Series [ ] Certificates" and
shall be substantially in the form of Exhibit E.
(b) Series [ ] shall be included in Group Two. Notwithstanding any
provision in the Agreement or in this Series Supplement, the first Distribution
Date with respect to Series [ ] shall be the [ ] [ ] Distribution Date. Series [
] shall be an Excluded Series to the extent specified in Section 8.05.
(c) If any term or provision contained herein shall conflict with or be
inconsistent with any term or provision contained in the Agreement, the terms
and provisions of this Series Supplement shall govern.
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ARTICLE II
Definitions
Section 2.01. Definitions. (a) Whenever used in this Series Supplement, the
following words and phrases shall have the following meanings, and the
definitions of such terms are applicable to the singular as well as the plural
forms of such terms and to the masculine as well as to the feminine and neuter
genders of such terms.
"Allocable Defaulted Amount" shall mean, with respect to any Due Period, an
amount equal to the product of (a) the Series [ ] Allocation Percentage with
respect to such Due Period, (b) the Floating Allocation Percentage with respect
to such Due Period and (c) the Defaulted Amount with respect to such Due Period.
"Allocable Finance Charge Collections" shall mean, with respect to any Due
Period, the product of (a) the Series [ ] Allocation Percentage for such Due
Period and (b) the aggregate amount of Collections in respect of Finance Charge
Receivables relating to such Due Period.
"Allocable Miscellaneous Payments" shall mean, with respect to any
Distribution Date, the product of (a) the Series [ ] Allocation Percentage for
the related Due Period and (b) Miscellaneous Payments with respect to the
related Due Period.
"Allocable Principal Collections" shall mean, with respect to any Due
Period, the product of (a) the Series [ ] Allocation Percentage for such Due
Period and (b) the aggregate amount of Collections in respect of Principal
Receivables relating to such Due Period.
"Available Investor Principal Collections" shall mean, with respect to any
Due Period, the sum of (a) an amount equal to Investor Principal Collections for
such Due Period, plus (b) Allocable Miscellaneous Payments on deposit in the
Collection Account for such Due Period, plus (c) Series [ ] Excess Principal
Collections on deposit in the Collection Account for such Due Period, plus (d)
Subordinated Series Reallocated Principal Collections on deposit in the
Collection Account for such Due Period, plus (e) the Reassignment Amount.
"Closing Date" shall mean [ ], [ ].
"Cut-Off Date" shall mean [ ], [ ].
"Determination Date" shall mean the earlier of the fifth Business Day and
the eighth calendar day preceding the seventh day of each calendar month (or, if
such seventh day is not a Business Day, the next succeeding Business Day).
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"Distribution Date" shall mean the seventh day of each calendar month, or
if the seventh day is not a Business Day, the next succeeding Business Day,
commencing [ ], [ ].
"Duff & ▇▇▇▇▇▇" shall mean Duff & ▇▇▇▇▇▇ Credit Rating Co. and its
successors.
"Early Amortization Period" shall mean the period beginning at the close of
business on the Business Day immediately preceding the day on which an
Amortization Event with respect to Series [ ] is deemed to have occurred, and
ending upon the earlier to occur of (i) the payment in full to the Series [ ]
Certificateholders of the Series [ ] Invested Amount, and (ii) the Termination
Date.
"Fitch" shall mean Fitch IBCA, Inc. and its successors.
"Floating Allocation Percentage" shall mean, with respect to any Due
Period, the percentage equivalent (which percentage shall never exceed 100%) of
a fraction, the numerator of which is the highest Series [ ] Invested Amount
during such Due Period and the denominator of which is the product of (a) the
total amount of Principal Receivables in the Trust as of the last day of the
immediately preceding Due Period and (b) the Series [ ] Allocation Percentage
with respect to the Due Period in respect of which the Floating Allocation
Percentage is being determined; provided, however, that, with respect to the
first Due Period, the Floating Allocation Percentage shall mean the percentage
equivalent of a fraction, the numerator of which is the highest Series [ ]
Invested Amount during such first Due Period and the denominator of which is the
product of (x) the total amount of Principal Receivables in the Trust on the
Cut-Off Date and (y) the Series [ ] Allocation Percentage with respect to the
CutOff Date; provided further, that with respect to any Due Period in which a
Lump Addition occurs or a removal of Accounts pursuant to Section 2.10 of the
Agreement occurs, the amount referred to in clause (a) shall be the weighted
average of the amount of Principal Receivables in the Trust on the date on which
such Lump Addition or removal of Accounts occurs (after giving effect thereto)
and the last day of the immediately preceding Due Period.
"Group Two" shall mean Series [ ] and each other Series specified in the
related Supplement to be included in Group Two.
"Indenture" shall mean the Indenture, dated as of [ ], [ ], between
Citibank Credit Card Issuance Trust, as Issuer, and Bankers Trust Company, as
Trustee, as amended and supplemented from time to time.
"Initial Dollar Principal Amount" shall have the meaning specified in the
Indenture.
3
"Interest Deposit Date" shall mean, with respect to any Due Period, each
date on which any portion of the Targeted Interest Deposit Amount is to be
deposited.
"Investor Charge-Offs" shall have the meaning specified in Section 4.03.
"Investor Finance Charge Collections" shall mean, with respect to any Due
Period, an amount equal to (a) the product of (i) the Floating Allocation
Percentage for such Period and (ii) Allocable Finance Charge Collections
deposited in the Collection Account for the related Due Period, minus (b) the
aggregate amount of Servicer Interchange for such Period.
"Investor Principal Collections" shall mean, with respect to any Due
Period, the Principal Allocation Percentage of Allocable Principal Collections
deposited in the Collection Account for such Due Period (or any partial Due
Period which occurs as the first Due Period during the Early Amortization
Period).
"Monthly Computation Statement" shall mean a statement substantially in the
form of Exhibit D.
"Moody's" shall mean ▇▇▇▇▇'▇ Investors Service, Inc. and its successors.
"Net Servicing Fee Rate" shall mean (a) so long as Citibank (South Dakota)
or an Affiliate of Citibank (South Dakota) is the Servicer, 0.37% per annum and
(b) if Citibank (South Dakota) or an Affiliate of Citibank (South Dakota) is no
longer the Servicer, 0.77% per annum.
"Outstanding" shall have the meaning specified in the Indenture.
"Payment Request" shall mean a statement substantially in the form of
Exhibit A.
"Principal Allocation Percentage" shall mean, with respect to any Due
Period, the percentage equivalent (which percentage shall never exceed 100%) of
a fraction, the numerator of which is the Series Adjusted Invested Amount as of
the last day of such Due Period and the denominator of which is the product of
(a) the total amount of Principal Receivables in the Trust as of the last day of
the immediately preceding Due Period and (b) the Series [ ] Allocation
Percentage with respect to the Due Period in respect of which the Principal
Allocation Percentage is being determined; provided, however, that, with respect
to any Due Period in which a Lump Addition occurs or a removal of Accounts
pursuant to Section 2.10 of the Agreement occurs, the amount referred to in
clause (a) shall be the weighted average of the amount of Principal Receivables
in the Trust on the date on which such Lump Addition or removal of Accounts
occurs (after giving
4
effect thereto) and the last day of the immediately preceding Due
Period.
"Principal Deposit Date" shall mean, with respect to any Due Period, each
date on which any portion of the Targeted Principal Deposit Amount is to be
deposited.
"Reassignment Amount" shall mean, with respect to any Distribution Date,
after giving effect to any deposits and distributions otherwise to be made on
such Distribution Date, the sum of (a) the Series [ ] Invested Amount on such
Distribution Date, (b) the Targeted Interest Deposit Amount required to be
deposited on each Interest Deposit Date with respect to the immediately
preceding Due Period, (c) any Targeted Interest Deposit Amount due and not yet
deposited from any prior Interest Deposit Dates and (d) any other fees and
expenses of the Issuer relating to the issuance of Notes.
"Receivables Sale Proceeds" shall mean [ ].
"Revolving Period" shall mean the period beginning at the close of business
on the Business Day immediately preceding the Cut-Off Date and ending on the
close of business on the day the Early Amortization Period commences.
"Segregated Sellers' Interest" shall mean a dollar amount of Sellers'
Interest designated from time to time by the Series [ ] Certificate
Representative to the Servicer, as notified to the Servicer pursuant to Section
506 of the Indenture.
"Sellers' Percentage" shall mean 100% minus (a) the Floating Allocation
Percentage, when used with respect to Finance Charge Receivables and Defaulted
Receivables, and (b) the Principal Allocation Percentage, when used with respect
to Principal Receivables.
"Series Adjusted Invested Amount" shall have the meaning specified in
Section 5.01(a).
"Series [ ]" or "Series [ ] Certificates" shall mean any investor
certificate in the Master Trust created by this Series Supplement.
"Series [ ] Allocation Percentage" shall mean, with respect to any Due
Period, the Series Allocation Percentage with respect to Series [ ] for such Due
Period.
"Series [ ] Certificateholders" shall mean the Holders of Series [ ]
Certificates.
"Series [ ] Certificateholders' Interest" shall mean that portion of the
Certificateholders' Interest evidenced by the Series [ ] Certificates.
5
"Series [ ] Certificate Representative" shall mean (a) if there is one
Holder of the Series [ ] Certificates, such Holder or the designee of such
Holder, and (b) if there is more than one Holder of the Series [ ] Certificates,
the designee of the Holders of a majority of the outstanding principal balance
of the Series [ ] Certificates.
"Series [ ] Default Amount" shall mean, with respect to any Due Period, an
amount equal to the Allocable Defaulted Amount for such Due Period.
"Series [ ] Excess Principal Collections" shall mean, with respect to any
Due Period, an amount equal to the Series [ ] Principal Shortfall for such Due
Period; provided, however, that if the aggregate amount of Excess Principal
Collections for all Series for such Due Period is less than the aggregate amount
of Principal Shortfalls for all Series for such Due Period, then Series [ ]
Excess Principal Collections for such Due Period shall equal the product of (x)
Excess Principal Collections for all Series for such Due Period and (y) a
fraction, the numerator of which is the Series [ ] Principal Shortfall for such
Due Period and the denominator of which is the aggregate amount of Principal
Shortfalls for all Series for such Due Period.
"Series [ ] Invested Amount" shall have the meaning specified in Section
5.01(a).
"Series [ ] Monthly Servicing Fee" shall have the meaning specified in
Section 3.01.
"Series [ ] Principal Shortfall" shall equal
(a) for any Due Period with respect to the Revolving Period, the
excess of (i) the Targeted Principal Deposit Amount for such Due Period
(plus any Targeted Principal Deposit Amount from prior Due Periods for
which no deposit was made) over (ii) Available Investor Principal
Collections for such Due Period (excluding any portion thereof attributable
to Series [ ] Excess Principal Collections); and
(b) for any Due Period with respect to the Early Amortization Period,
the excess of (i) the Series [ ] Invested Amount over (ii) Available
Investor Principal Collections for such Due Period (excluding any portion
thereof attributable to Series [ ] Excess Principal Collections).
"Series Supplement" shall mean this Series Supplement as amended and
supplemented from time to time.
"Servicer Interchange" shall mean, for any Due Period, the product of (a)
the Floating Allocation Percentage for such Due
6
Period and (b) the portion of Allocable Finance Charge Collections deposited in
the Collection Account for such Due Period that is attributable to Interchange;
provided, however, that Servicer Interchange for a Due Period shall not exceed
one-twelfth of the product of (i) the Series [ ] Allocable Invested Amount as of
the last day of the preceding Due Period and (ii) 1.50%.
"Servicing Fee" shall have the meaning specified in Section 3.01.
"Servicing Fee Rate" shall mean 2.27% per annum.
"Standard & Poor's" shall mean Standard & Poor's Ratings Services and its
successors.
"Subordinated Series" shall mean any Series which, pursuant to the terms of
the related Supplement, is subordinated in any manner to the Series [ ]
Certificates.
"Subordinated Series Reallocated Principal Collections" shall mean, with
respect to any Due Period, that portion of Collections of Principal Receivables
allocable to a Subordinated Series which, pursuant to the terms of the related
Supplement, are to be reallocated to Series [ ] and treated as a portion of
Available Investor Principal Collections for such Due Period.
"Targeted Interest Deposit Amount" shall mean, for any tranche with respect
to any Due Period, the dollar amount equal to all amounts targeted to be
deposited into the applicable Interest Funding sub-Account for each tranche on
the applicable Interest Deposit Date for each tranche following the end of such
Due Period, as notified to the Servicer pursuant to a Payment Request.
"Targeted Principal Deposit Amount" shall mean, for any tranche with
respect to any Due Period, the dollar amount equal to all amounts targeted to be
deposited into the applicable Principal Funding sub-Account for each tranche on
the applicable Principal Deposit Date for each tranche following the end of such
Due Period, as notified to the Servicer pursuant to a Payment Request.
"Termination Date" shall mean the [ ] 2020 Distribution Date, as such date
may be extended from time to time by notice from the Series [ ]
Certificateholders to the Trustee, and upon the issuance of a Master Trust and
Issuer Tax Opinion and upon satisfaction of the Rating Agency Condition.
"Termination Proceeds" shall mean any Termination Proceeds arising out of a
sale of Receivables (or interests therein) pursuant to Section 12.02(c) of the
Agreement with respect to Series [ ].
7
(b) Notwithstanding anything to the contrary in this Series Supplement or
the Agreement, the term "Adverse Effect" shall mean whenever used in this Series
Supplement or the Agreement with respect to Series [ ] with respect to any
action, that such action will (i) at the time of its occurrence or at any future
date result in the occurrence of an Amortization Event, or (ii) adversely affect
the amount of funds available to be distributed to the Series [ ]
Certificateholders pursuant to this Series Supplement or the timing of such
distributions.
(c) As used in this Series Supplement and in the Agreement with respect to
Series [ ], "highest investment category" shall mean (i) in the case of Standard
& Poor's, A-1+ or AAA, as applicable, (ii) in the case of Moody's, P-1 or Aaa,
as applicable, (iii) in the case of Duff & ▇▇▇▇▇▇, D-1+ or AAA, as applicable,
and (iv) in the case of Fitch, F-1+ or AAA, as applicable. If at any time before
the Series [ ] Invested Amount is paid in full there is no longer a Series or
Class of Investor Certificates rated in the highest category by both Standard &
Poor's and Moody's, then the term "Rating Agency Condition" for all purposes of
this Series Supplement and the Agreement shall be deemed to include the
additional requirement that the Series [ ] Certificate Representative shall have
consented to such action (which consent shall not be unreasonably withheld).
(d) All capitalized terms used herein and not otherwise defined herein have
the meanings ascribed to them in the Agreement, or in the Indenture, as the case
may be.
(e) The words "hereof", "herein" and "hereunder" and words of similar
import when used in this Series Supplement shall refer to this Series Supplement
as a whole and not to any particular provision of this Series Supplement;
references to any Article, Section or Exhibit are references to Articles,
Sections and Exhibits in or to this Series Supplement unless otherwise
specified; and the term "including" means "including without limitation".
(f) Notwithstanding any provision of the Agreement or this Series
Supplement, the term "Eligible Institution", when used in the Agreement with
respect to Series [ ] shall mean a depository institution organized under the
laws of the United States or any one of the states thereof, including the
District of Columbia (or a domestic branch of a foreign bank), which at all
times (a) has (i) a long-term unsecured debt rating of A2 or better by Moody's
and (ii) a certificate of deposit rating of P-1 by Moody's and (b) has (i) in
the case of the Collection Account, if such depository institution is an
Affiliate of Citicorp, a certificate of deposit rating of A-1 or better by
Standard & Poor's or (ii) for any other depository institution (or for any
Affiliate of Citicorp, in the case of any Series Account), either (x) a
long-term unsecured debt rating of AAA by Standard & Poor's
8
or (y) a certificate of deposit rating of A-1+ by Standard &
Poor's.
Section 2.02. Amendment to Definition of "Series Adjusted Invested Amount".
(a) Notwithstanding any provision of the Agreement or this Series Supplement,
the term "Series Adjusted Invested Amount", when used in the Agreement or this
Series Supplement with respect to Series [ ], shall have the meaning provided in
Section 5.01(a).
(b) Each of the Sellers hereby represents and warrants to the Trustee as of
the date of this Series Supplement that, on or before the date of this Series
Supplement, the conditions set forth in Section 13.01(a) of the Agreement have
been satisfied with respect to the amendment set forth in Section 2.02(a).
ARTICLE III
Servicer and Trustee
Section 3.01. Servicing Compensation. A monthly servicing fee (the
"Servicing Fee") shall be payable to the Servicer, in arrears, on each
Distribution Date in respect of the prior Due Period (or portion thereof)
occurring before the earlier of the first Distribution Date following the
Termination Date and the first Distribution Date on which the Series [ ]
Invested Amount is zero, in the aggregate amount specified below.
On each Distribution Date, Servicer Interchange with respect to the related
Due Period that is on deposit in the Collection Account shall be withdrawn from
the Collection Account and paid to the Servicer in payment of a portion of the
Servicing Fee payable by the Series [ ] Certificateholders with respect to such
Due Period.
The share of the Servicing Fee allocable to the Series [ ]
Certificateholders (after giving effect to the distribution of Servicer
Interchange, if any, to the Servicer) with respect to any Distribution Date (the
"Series [ ] Monthly Servicing Fee") shall be equal to one-twelfth of the product
of (a) the Net Servicing Fee Rate and (b) the Series [ ] Invested Amount as of
the last day of the Due Period second preceding such Distribution Date;
provided, however, with respect to the first Distribution Date, the Series [ ]
Monthly Servicing Fee shall be equal to the Servicing Fee accrued on the Series
[ ] Invested Amount at the Net Servicing Fee Rate for the period from the
Closing Date to but excluding the first Distribution Date, calculated on the
basis of a 360-day year of twelve 30-day months.
9
On each Distribution Date, the Banks shall pay a portion of the Servicing
Fee with respect to the related Due Period in an amount equal to one-twelfth of
the product of (a) the Servicing Fee Rate, (b) the Sellers' Participation Amount
as of the last day of the Due Period second preceding such Distribution Date
(or, if a Lump Addition occurs or a removal of Accounts pursuant to Section 2.10
of the Agreement occurs in the following Due Period, the weighted average of the
Sellers' Participation Amount on the date on which such Lump Addition or removal
of Accounts occurs (after giving effect thereto) and the last day of the second
preceding Due Period) and (c) the Series [ ] Allocation Percentage for the
related Due Period. In no event shall the Trust, the Trustee or the Series [ ]
Certificateholders be liable for the share of the Servicing Fee to be paid by
the Banks.
The (i) Series [ ] Monthly Servicing Fee shall be payable to the Servicer
solely to the extent amounts are available for distribution pursuant to Section
4.02(a)(i).
Section 3.02. Trustee Appointment of Agents. The Trustee may appoint one or
more agents to perform any of the Trustee's duties, responsibilities or
obligations with respect to Series [ ]; provided, however, that regardless of
the appointment of any agent pursuant to this Section 3.02, the Trustee shall
continue to be fully responsible for all of its duties, responsibilities and
obligations with respect to Series [ ].
ARTICLE IV
Rights of Series [ ] Certificateholders and
Allocation and Application of Collections
Section 4.01. Allocations. (a) Allocations. Collections of Finance Charge
Receivables and Principal Receivables, Defaulted Receivables and Miscellaneous
Payments allocated to Series [ ] pursuant to Article IV of the Agreement shall
be allocated and distributed or reallocated as set forth in this Article.
(b) Payments to the Sellers. (i) The Servicer shall withdraw from the
Collection Account and pay to the Sellers on each Deposit Date the following
amounts:
(A) an amount equal to the Sellers' Percentage for the related Due
Period of Allocable Finance Charge Collections, minus, (1) if Citibank
(South Dakota) or an Affiliate of Citibank (South Dakota) is no longer the
Servicer, the portion of the Servicing Fee with respect to the related Due
Period that is required to be paid by the Banks (which shall be withdrawn
from the Collection Account and paid to the Servicer on the related
Distribution Date) and (2) an amount
10
equal to the lesser of the amounts referred to in Section
5.03(a) and Section 5.03(b); and
(B) an amount equal to the Sellers' Percentage for the related Due
Period of Allocable Principal Collections, if the Sellers' Participation
Amount (determined after giving effect to any Principal Receivables
transferred to the Trust on such Deposit Date) exceeds zero.
(ii) The Servicer shall withdraw from the Collection Account and pay to the
Sellers on the Distribution Date with respect to each Due Period, an amount
equal to the Finance Charge Collections allocable to the Segregated Sellers'
Interest for any prior Due Period which have not been paid to the Series [ ]
Certificateholders pursuant to Section 5.03 with respect to such prior Due
Period; and
(iii) The withdrawals to be made from the Collection Account pursuant to
this Section 4.01(b) do not apply to deposits into the Collection Account that
do not represent Collections, including Transfer Deposit Amounts, Adjustment
Payments, payment of the purchase price for the Certificateholders' Interest
pursuant to Section 2.06 or 10.01 of the Agreement, payment of the purchase
price for the Series [ ] Certificateholders' Interest pursuant to Section 7.01
and proceeds from the sale, disposition or liquidation of Receivables pursuant
to Section 7.03 hereof or Section 9.02 or 12.02 of the Agreement.
Section 4.02. Application of Investor Finance Charge Collections, Available
Investor Principal Collections and Series [ ] Excess Principal Collections. The
Servicer shall allocate (if Citibank (South Dakota) is the Servicer and the
Collection Account is maintained with Citibank (South Dakota)) or shall cause
the Trustee to allocate, with respect to each Due Period, Investor Finance
Charge Collections, Available Investor Principal Collections and Series [ ]
Excess Principal Collections on deposit in the Collection Account with respect
to such Due Period, to make the following payments and distributions:
(a) With respect to each Due Period, an amount equal to the Investor
Finance Charge Collections with respect to such Due Period will be
allocated and distributed in the following priority; provided, however,
that if the funds on deposit in the Collection Account available therefor
are less than the sum of the amounts specified in clauses (i) and (ii)
below, such funds shall be allocated between such paragraphs in proportion
to the respective amounts specified in such clauses:
(i) An amount equal to the Series [ ] Monthly Servicing Fee for
such Due Period shall be allocated to the Servicer (unless such amount
has been netted against deposits to the Collection Account). Such
11
amount will be paid to the Servicer on the applicable
Distribution Date or as soon thereafter as practicable.
(ii) An amount equal to the aggregate amount of unreimbursed
Investor Charge-Offs (after giving effect to any reimbursements of
Investor Charge-Offs on such date from Allocable Miscellaneous
Payments pursuant to Section 4.03) shall be allocated to reimburse
Investor Charge-Offs pursuant to Section 4.03.
(iii) An amount equal to the balance, if any, of such Investor
Finance Charge Collections then on deposit in the Collection Account
shall be allocated to the Series [ ] Certificateholders. Such amounts
will be paid to the Series [ ] Certificate Representative in the
amounts specified in the applicable Payment Request on the applicable
Interest Deposit Dates, as notified to the Servicer in the applicable
Payment Request.
(b) With respect to each Due Period with respect to the Revolving
Period, an amount equal to the Available Investor Principal Collections
deposited in the Collection Account for the related Due Period will be
allocated and distributed in the following priority:
(i) An amount equal to the lesser of (A) unreimbursed Investor
Charge-Offs on such date (after giving effect to any reimbursements of
unreimbursed Investor Charge-Offs made on such date pursuant to
Section 4.03), and (B) the portion of such Available Investor
Principal Collections consisting of Allocable Miscellaneous Payments
shall be applied to reimburse Investor Charge-Offs pursuant to Section
4.03.
(ii) An amount equal to the sum of the Targeted Principal Deposit
Amount specified in the applicable Payment Request for such Due Period
(plus any unpaid Targeted Principal Deposit Amount from any prior Due
Periods) allocated to the Series [ ] Certificateholders. Such amounts
will be paid to the Series [ ] Certificate Representative in the
amounts specified in the applicable Payment Request on the applicable
Principal Deposit Date or Interest Deposit Dates, as notified to the
Servicer in the applicable Payment Request.
(iii) an amount equal to the balance, if any, of such Available
Investor Principal Collections then on deposit in the Collection
Account shall be treated as Excess Principal Collections and applied
in accordance with Section 4.04 of the Agreement.
12
(c) With respect to each Due Period with respect to an Early
Amortization Period, an amount equal to Available Investor Principal
Collections deposited in the Collection Account for the related Due Period
will be distributed in the following priority:
(i) an amount equal to the lesser of (A) unreimbursed Investor
Charge-Offs for such Due Period (after giving effect to any
reimbursements of unreimbursed Investor Charge-Offs made on such date
pursuant to Section 4.03), and (B) the portion of such Available
Investor Principal Collections consisting of Allocable Miscellaneous
Payments shall be applied to reimburse Investor Charge-Offs pursuant
to Section 4.03; and
(ii) an amount equal to the Series [ ] Invested Amount shall be
paid to the Series [ ] Certificateholders;
(iii) an amount equal to the balance, if any, of such Available
Investor Principal Collections then on deposit in the Collection
Account shall be treated as Excess Principal Collections and applied
in accordance with Section 4.04 of the Agreement.
Section 4.03. Investor Charge-Offs. With respect to any Due Period, if the
Series [ ] Default Amount for such Due Period exceeds (i) the amount of
Allocable Finance Charge Collections with respect to such Due Period minus (ii)
the amount of the Series [ ] Monthly Servicing Fee with respect to such Due
Period paid pursuant to Section 4.02(a)(i), the Series [ ] Invested Amount shall
be reduced by the amount of such excess, but not by more than the Series [ ]
Default Amount for such Due Period (an "Investor Charge-Off"). Investor
Charge-Offs shall thereafter be reimbursed and the Series [ ] Invested Amount
increased (but not by an amount in excess of the aggregate Investor Charge-Offs)
with respect to any Due Period by the sum of (a) the amount of Allocable
Miscellaneous Payments with respect to such Due Period allocated and available
for that purpose pursuant to Sections 4.02(b)(ii) and (c)(ii), and (b) the
amount of Investor Finance Charge Collections allocated and available for that
purpose pursuant to Section 4.02(a)(ii).
13
ARTICLE V
Definitions of Series Invested Amount,
Series Adjusted Invested Amount, Principal Amount;
Payment Requests,
Principal Funding sub-Account Shortfall
Section 5.01. Definitions of Series Invested Amount, Series Adjusted
Invested Amount and Principal Amount. (a) The Series Invested Amount, the Series
Adjusted Invested Amount and the principal amount of the Series [ ]
Certificates, as of the end of any Due Period, will be the sum of the indicated
items.
principal
Series amount of
Series Adjusted the Series
Invested Invested [ ]
Component Amount Amount Certificates
--------- -------- -------- ------------
(a) Increases in the Series
[ ] Invested Amount, Series Adjusted
Invested Amount and principal
amount of the Series [ ] Certificate
(i) The cumulative sum of the
Initial Dollar Principal Amount
of each tranche of Notes as of
the end of the applicable Due
Period pursuant to clause (a) X X X
of the definition of Nominal
Liquidation Amount in the
Indenture
(ii) (A) The cumulative sum of
accretions of interest on
Discount Notes targeted to be
deposited (whether or not
actually deposited) by the X
Series [ ]
Certificateholders pursuant to
Section 519(a) of the Indenture
(B) The cumulative sum of
accretions of interest on
Discount Notes actually paid by
the Series [ ] X X
Certificateholders to the Trust
pursuant to Sections 507 and
519(a) of the Indenture
(iii) The cumulative sum of
reinvestments from releases of
prefunding amounts pursuant to X X X
Section 511(d) of the Indenture
(iv) The cumulative sum of reimbursement
of Investor Charge-Offs made
pursuant to X X Section 519(c) of
the Indenture
14
principal
Series amount of
Series Adjusted the Series
Invested Invested [ ]
Component Amount Amount Certificates
--------- -------- -------- ------------
(v) The cumulative sum of
reimbursements of Investor
Charge-Offs pursuant to Section X X
4.02(a)(ii), 4.02(b)(i) and
4.02(c)(i)
(b) Decreases in the [ ] Series
Invested Amount, Series Adjusted
Invested Amount and principal
amount of the Series [ ]
Certificates
(i) The cumulative sum of all
payments of Available Investor
Principal Collections allocated
pursuant to Section 4.02(b)(ii)
or Section 4.02(c)(ii) which X X
are reallocated pursuant to
Section 502(b)(i) of the
Indenture to pay interest on
the Notes
(ii) (A) The cumulative sum of all
payments of Available Investor
Principal Collections (other
than those referred to in item X X
(b)(i)) paid to the Series [
] Certificateholders
(B) With respect to all
tranches of Notes with a
Nominal Liquidation Amount of
zero, the cumulative sum of all
Available Investor Principal
Collections (other than those
referred to in item (b)(i))
paid to the Series [ ] X
Certificateholders and on
deposit in the Principal
Funding sub-Account for or paid
to the holders of such Notes
pursuant to Section 511(a), (b)
or (c) of the Indenture
(iii) The aggregate Nominal
Liquidation Amount of
accelerated Class C Notes that
cease to be Outstanding under (see clause
the Indenture after a sale of X X (c) below)
Receivables pursuant to Section
7.03 hereof and Section 708 of
the Indenture
15
principal
Series amount of
Series Adjusted the Series
Invested Invested [ ]
Component Amount Amount Certificates
--------- -------- -------- ------------
(iv) The aggregate Nominal
Liquidation Amount of Notes
have reached their Legal
Maturity Dates and that cease
to be Outstanding under the X X (see clause
Indenture after a sale of (c) below)
Receivables pursuant to Section
7.03 hereof and Section 522 of
the Indenture
(v) Investor Charge-Offs allocated X X
to the Series [ ]
Certificates pursuant to
Section 4.03
(c) Notwithstanding anything herein to the contrary, upon payment by the
Trust to the Series [ ] Certificate Representative of the proceeds of a sale of
Receivables pursuant to Section 7.03 with respect to any tranche of Notes, the
principal amount of the Series [ ] Certificates will be reduced by an amount
equal to the Adjusted Outstanding Dollar Principal Amount of the affected
tranche of Notes, as notified by the Series [ ] Certificate Representative to
the Seller.
d) The Servicer will compute the Series [ ] Invested Amount, the Series
Adjusted Invested Amount of the Series [ ] Certificates and the principal amount
for each Due Period based on the information in the applicable Monthly
Computation Statement.
Section 5.02. Payment Request. The Series [ ] Certificate Representative
may from time to time, in its sole discretion and without the consent of the
Sellers or any other Person, by delivery of a Payment Request, request the
payment of an allocation of Investor Finance Charge Receivables available
pursuant to Section 4.02(a)(iii) or payment of an allocation of Available
Investor Principal Collections available pursuant to Section 4.02(b)(ii) to be
made on the Interest Deposit Dates and Principal Deposit Dates specified in the
applicable Payment Request.
Section 5.03. Finance Charges Allocable to Segregated Sellers' Interest.
The Series [ ] Certificate Representative may from time to time, with respect to
any Due Period, request a payment to be made from Finance Charge Collections
allocable to the Segregated Sellers' Interest held in the Collection Account, in
an amount not greater than the lesser of:
16
(a) the aggregate amount of all Principal Funding subAccount Shortfall
Amounts with respect to such Due Period, and
(b) the aggregate amount of all Finance Charge Collections allocable
to the Segregated Sellers' Interest less any losses and servicing fees with
respect to such Due Period and held in the Collection Account pursuant to
Section 4.01(b).
The Servicer shall pay such amount to the Series [ ] Certificateholders on the
date specified in such request. Any such Finance Charge Receivables with respect
to any Due Period which are not paid to the Series [ ] Certificateholders
pursuant to the foregoing may be paid to the Sellers pursuant to Section
4.01(b)(ii) on the Distribution Date next following such Due Period.
ARTICLE VI
Distributions and Reports to
Series [ ] Certificateholders
Section 6.01. Distributions. Except as provided in Section 12.02 of the
Agreement with respect to a final distribution, distributions to Series [ ]
Certificateholders hereunder shall be made by check mailed to each Series [ ]
Certificateholder at such Certificateholder's address appearing in the
Certificate Register (or, to the extent specified by the Series [ ] Certificate
Representative in a written notice to the Trustee and the Servicer, by wire
transfer in accordance with such notice) without presentation or surrender of
any Series [ ] Certificate or the making of any notation thereon.
Section 6.02. Monthly Performance Statement and Monthly Servicer's
Certificate. Not later than the fourth Business Day preceding each Distribution
Date, the Servicer shall deliver to the Trustee, the Series [ ] Certificate
Representative and each Rating Agency (i) a Monthly Performance Statement
substantially in the form of Exhibit B prepared by the Servicer and (ii) a
certificate of a Servicing Officer substantially in the form of Exhibit C.
Section 6.03. Monthly Computation Statement. Not later than the fourth
Business Day preceding each Distribution Date, the Servicer, in cooperation with
the Series [ ] Certificate Representative, shall complete a Monthly Computation
Statement substantially in the form of Exhibit D.
17
ARTICLE VII
Final Distributions; Sale of Credit Card Receivables
Section 7.01. Sale of Certificateholders' Interest Pursuant to Section 2.06
or 10.01 of the Agreement. (a) Purchase Price. (i) The amount to be paid by the
Sellers with respect to Series [ ] in connection with a repurchase of the
Certificateholders' Interest pursuant to Section 2.06 of the Agreement shall
equal the Reassignment Amount for the Due Period in which the reassignment
obligation arises under the Agreement.
(ii) The amount to be paid by the Sellers with respect to Series [ ] in
connection with a repurchase of the Certificateholders' Interest pursuant to
Section 10.01 of the Agreement shall equal the Reassignment Amount for the
Distribution Date of such repurchase.
(b) With respect to the Reassignment Amount deposited into the Collection
Account pursuant to this Section 7.01 or any Termination Proceeds from the sale
of Receivables (or interests therein) allocable to the Series [ ]
Certificateholders' Interest deposited into the Collection Account pursuant to
Section 12.02(c) of the Agreement, the Trustee shall, not later than 12:00 noon,
New York City time, on the date of deposit, make deposits or distributions of
such amounts and pay such amounts to the Series [ ] Certificateholders.
(c) Notwithstanding anything to the contrary in this Series Supplement or
the Agreement, the entire amount payable to the Series [ ] Certificateholders
pursuant to Section 10.01 of the Agreement and all amounts on deposit in the
Collection Account for distribution to the Series [ ] Certificateholders shall
be distributed in full to the Series [ ] Certificateholders on such date and
shall be deemed to be a final distribution pursuant to Section 12.02 of the
Agreement.
Section 7.02. Distribution of Proceeds of Sale, Disposition or Liquidation
of the Receivables Pursuant to Section 9.02 of the Agreement. (a) Not later than
12:00 noon, New York City time, on the Distribution Date following the date on
which Insolvency Proceeds are deposited into the Collection Account pursuant to
Section 9.02(b) of the Agreement, the Trustee shall (after giving effect to any
deposits and distributions otherwise to be made on such Distribution Date)
deduct an amount equal to the Series [ ] Invested Amount on such Distribution
Date from the portion of the Insolvency Proceeds allocated to Allocable
Principal Collections and pay such amount to the Class [ ] Certificateholders,
provided that the amount of such payment shall not exceed the product of (x) the
portion of the Insolvency Proceeds allocated to Allocable Principal Collections
and (y) the Principal Allocation Percentage with respect to the related Due
Period. The remainder of the portion of the Insolvency Proceeds
18
allocated to Allocable Principal Collections shall be allocated to the Sellers'
Interest and shall be released to the Sellers on such Distribution Date.
(b) Not later than 12:00 noon, New York City time, on such Distribution
Date, the Trustee shall (in the following priority and, in each case, after
giving effect to any deposits and distributions otherwise to be made on such
Distribution Date) deduct an amount equal to the Targeted Interest Deposit
Amount for all Outstanding tranches of Notes under the Indenture for the current
Due Period or any Targeted Interest Deposit Amount for earlier Due Periods that
have not been deposited, and pay such amount to the Class [ ]
Certificateholders, provided that the amount of such payment shall not exceed
the product of (x) the portion of the Insolvency Proceeds allocated to Allocable
Finance Charge Collections and (y) the Floating Allocation Percentage with
respect to such Due Period. The remainder of the Insolvency Proceeds allocated
to Allocable Finance Charge Collections shall be distributed to the Sellers on
such Distribution Date.
(c) Notwithstanding anything to the contrary in this Series Supplement or
the Agreement, the entire amount to be paid to the Series [ ] Certificateholders
pursuant to this Section, and all amounts on deposit in the Collection Account
for distribution to the Series [ ] Certificateholders shall be distributed in
full to the Series [ ] Certificateholders on the Distribution Date on which
funds are deposited pursuant to this Section (or, if not so deposited on a
Distribution Date, on the immediately following Distribution Date) and shall be
deemed to be a final distribution pursuant to Section 12.02 of the Agreement.
(d) Notwithstanding any provision of the Agreement or this Series
Supplement, for purposes of Section 9.02(a) of the Agreement, the Holders of the
Series [ ] Certificates shall not be deemed to have disapproved a liquidation of
the Receivables following an Insolvency Event with respect to any of the Sellers
unless holders of more than 50% of the aggregate unpaid principal amount of the
Series [ ] Certificates shall have disapproved of such liquidation.
Section 7.03. Sale of Credit Card Receivables. Upon notice to the Servicer
by the Series [ ] Certificate Representative pursuant to Section 523 or 702 of
the Indenture with respect to any tranche of accelerated Class C Notes or any
tranche of Notes which has reached its Legal Maturity Date, the Trustee will
cause the Trust to sell Principal Receivables and the related Finance Charge
Receivables (or interests therein) in an amount specified by the Series [ ]
Certificate Representative which shall be a portion of the Invested Amount of
the Series [ ] equal to 110% of the Nominal Liquidation Amount of the affected
tranche of Notes, calculated as of the end of the prior Due Period (after giving
effect to deposits and distributions otherwise to be made with respect to such
Due Period); provided, however, that in no
19
event shall such amount of such Receivables sold exceed the following amount:
Nominal Liquidation
Amount of the affected Series Allocation
tranche of Notes Percentage as of Receivables in
----------------------- x the end of the most x the Master Trust
Nominal Liquidation recently completed
Amount of all Due Period
Outstanding Notes
The proceeds from such sale shall be immediately paid to the Series [ ]
Certificate Representative.
ARTICLE IX
Miscellaneous Provisions
Section 8.01. Ratification of Agreement. As supplemented by this Series
Supplement, the Agreement is in all respects ratified and confirmed and the
Agreement as so supplemented by this Series Supplement shall be read, taken and
construed as one and the same instrument.
Section 8.02. Counterparts. This Series Supplement may be executed in two
or more counterparts, and by different parties on separate counterparts, each of
which shall be an original, but all of which shall constitute one and the same
instrument.
Section 8.03. Governing Law. THIS SERIES SUPPLEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 8.04. Construction of Agreement. The Sellers hereby confirm that
the security interest granted to the Trustee pursuant to Section 13.18 of the
Agreement is for the benefit of the Investor Certificateholders.
Section 8.05. Excluded Series. Upon Notification by the Series [ ]
Certificate Representative to the Trustee, pursuant to Section [ ] of the
Indenture, that a portion of the Invested Amount of the Series [ ]
(corresponding to the Nominal Liquidation Amount of a series, class or tranche
of Notes issued pursuant to the Indenture) is to be considered an Excluded
Series, then the Trustee shall designate such portion of the Invested Amount of
the Series [ ] as Excluded Series under the Master Trust. All other portions of
the Invested Amount of the Series [ ] shall not be considered Excluded Series.
20
IN WITNESS WHEREOF, the Sellers, the Servicer and the Trustee have caused
this Series Supplement to be duly executed by their respective officers as of
the day and year first above written.
CITIBANK (SOUTH DAKOTA), N.A.,
Seller and Servicer,
by
-----------------------------
Name:
Title:
CITIBANK (NEVADA), NATIONAL
ASSOCIATION, Seller,
by
-----------------------------
Name:
Title:
BANKERS TRUST COMPANY, Trustee,
by
-----------------------------
Name:
Title:
21
EXHIBIT A
[FORM OF] PAYMENT REQUEST
From: Citibank (South
Dakota), N.A., as
Series [ ]
Certificate
Representative under
the Series [ ]
Supplement and as
Managing Beneficiary
of the Citibank
Credit Card Issuance
Trust
To: Citibank (South Dakota),
N.A., as Servicer under
Citibank Credit Card
Master Trust I
Date:
Citibank Credit Card Master Trust I
Series [ ] Certificate
Due Period ending [ ], 20__
[Reference is made to the Series [ ] Supplement, dated as of [ ] (the
"Series [ ] Supplement"), among [ ], and Indenture, dated as of
[ ] (the "Indenture"), among [ ]. Terms used herein have the
meanings provided in the Series [ ] Supplement or the Indenture, as
applicable.
The Series [ ] Representative requests the following payments with
respect to the Series [ ] Certificate be made on the following dates:
A. Allocations of Investor Finance Charge Collections available pursuant to
Section 4.02(a)(iii) of the Series [ ] Supplement.
1. Required pursuant to Section 501(a) of the
Indenture (to pay accrued and unpaid costs,
expenses and fees of the Trustee pursuant to
Section 807 of the Indenture, to be paid as
soon as practicable after the end of the
applicable Due Period)..............$________
2. Required pursuant to Section 501(b) of the
Indenture (to make the targeted deposits to
the Interest Funding Account pursuant to
Section 503 of the Indenture, to be paid on
the applicable Interest Deposit Date)
Interest Deposit
Tranche Date Amount
$
$
$
$
$
Total............. $________
3. Required pursuant to Section 501(c) of the
Indenture (to make the targeted deposits to
the Class C Reserve Account pursuant to
Section 517 of the Indenture, on the
applicable Monthly Interest Date
Monthly Interest
Tranche Date Amount
$
$
$
$
$
Total.............. $________
4. Required pursuant to Section 501(d) of the
Indenture (to make the targeted reinvestment
in the Invested Amount of the Series [ ]
Certificate pursuant to Section 519(a) of the
Indenture, to be paid to the Servicer as soon
as practicable after the end of the
applicable Due Period)............................... $________
5. Balance of the Investor Finance Charge
Collections available pursuant to Section
4.02(a)(iii) of the Series [ ]
Supplement to be paid to the Issuer as soon
as practicable after the end of the
applicable Due Period................................. $________
2
B. Allocations of Available Investor Principal Collections available
pursuant to Section 4.02(b)(ii) of the Series [ ] Supplement.
1. Required pursuant to Section 502(a) of the
Indenture (to fund deficiencies in the
amounts to be paid pursuant to Items A1 and
A2, subject to the limitations set forth in
the Indenture, to be paid on the applicable
Interest Deposit Date)
Interest Deposit
Tranche Date Amount
$
$
$
$
$
Total............. $________
2. Required pursuant to Section 502(b) of the
Indenture (to make the targeted deposits to
the Principal Funding Account pursuant to
Section 508 of the Indenture, to be paid on
the applicable Principal Deposit Date)
Principal
Tranche Deposit Date Amount
$
$
$
$
$
Total............ $________
3. Balance of the Available Investor Principal
Collections available pursuant to Section
4.02(b)(ii) of the Series [ ] Supplement to
be paid to the Servicer to be reinvested in
the Invested Amount of the Series [ ]
3
Certificate as soon as practicable after the
end of the applicable Due Period............. $________
CITIBANK CREDIT CARD ISSUANCE
TRUST, as Issuer
By: CITIBANK (SOUTH DAKOTA), N.A.,
as Managing Beneficiary
By: __________________________
Name:
Title:
EXHIBIT B
[FORM OF] MONTHLY COMPUTATION STATEMENT
Date:
Citibank Credit Card Master Trust I
Series [ ] Certificate
Due Period ending [ ], 20__
Reference is made to the Series [ ] Supplement, dated as of [ ] (the
"Series [ ] Supplement"), among [ ], and Indenture, dated as of [ ] (the
"Indenture"), among [ ]. Terms used herein have the meanings provided in the
Series [ ] Supplement or the Indenture, as applicable.
The computations of the Series [ ] Invested Amount, the Series Adjusted
Invested Amount for Series [ ], the Nominal Liquidation Amount, the principal
amount of the Series [ ] Certificate, and as of the end of the Due Period
ending [ ], 20__ (the "applicable Due Period"), are as follows:
A. Increases in the components of the Series [ ] Invested Amount, the Series
Adjusted Invested Amount for Series [ ] and the principal amount of the
Series [ ] Certificate, as of the end of the applicable Due Period
1. The cumulative sum of the Initial Dollar
Principal Amount of each tranche of Notes as
of the end of the applicable Due Period
pursuant to Section 5.01(a)(i) of the Series
[ ] Supplement and clause (a) of the
definition of "Nominal Liquidation Amount" in
the Indenture
From all prior Due Periods............$________
From the applicable Due Period........$________
Total...................................................$________
2(a). The cumulative sum of accretions of interest on
Discount Notes targeted to be deposited (whether
or not actually deposited and paid to by the
Issuer to the Servicer) for reinvestment in the
Series [ ] Invested Amount pursuant to Section
5.01(a)(ii)(A) of the Series [ ] Supplement and
Section 519(a) of the Indenture
From all prior Due Periods.............$________
From the applicable Due Period.........$________
Total...................................................$________
2(b). The cumulative sum of accretions of interest on
Discount Notes paid by the Issuer to the Master
Trust for reinvestment in the Series [ ] Invested
Amount pursuant to Section 5.01(a)(ii)(B) of the
Series [ ] Supplement and Sections 507(b) of the
Indenture
From all prior Due Periods..............$________
From the applicable Due Period..........$________
Total...................................................$________
3. The cumulative sum of reinvestments from releases
of prefunding amounts paid to by the Issuer to the
Servicer for reinvestment in the Series [ ]
Invested Amount pursuant to Section 5.01(a)(iii)
of the Series [ ] Supplement and Sections 511(d)
and 519(b) of the Indenture
From all prior Due Periods...............$________
From the applicable Due Period...........$________
Total...................................................$________
4. The cumulative sum of reimbursements of Investor
Charge-Offs paid by the Issuer to the Servicer for
reinvestment in the Series [ ] Invested Amount
pursuant to Section 5.01(a)(iv) of the Series [ ]
Supplement and Section 519(c) of the Indenture
From all prior Due Periods...............$________
From the applicable Due Period...........$________
Total...................................................$________
SUBTOTAL: All amounts paid by the Issuer to the
Master Trust (Sum of Items A1, A2(b), A3 and A4)........$________
5. The cumulative sum any reimbursements of Investor
Charge-Offs made pursuant to Section 5.01(a)(v) of
the Series [ ] Supplement
From all prior Due Periods................$________
From the applicable Due Period............$________
Total....................................................$________
B. Decreases in the components of the Series [ ] Invested Amount, the Series
Adjusted Invested Amount for Series [ ], and the principal amount of the
Series [ ] Certificate as of the end of the applicable Due Period
1. The cumulative sum of all payments of principal
collections paid to the Issuer pursuant to Section
4.02(b)(ii) or Section 4.02(c)(ii) of the Series
Supplement which are reallocated pursuant to
Section 5.01(b)(ii)(A) of the Series [ ]
Supplement or Section 502(b)(i) the Indenture to
pay interest on the Notes
From all prior Due Periods................$________
2
From the applicable Due Period............$________
Total.....................................................$________
2(a). The cumulative sum of all payments of principal
collections paid to the Issuer (other than those
referred to in item B(1) above) on deposit in
Principal Funding Account or have been withdrawn
from the Principal Funding Account pursuant to
Section 511(a), (b) or (c) of the Indenture
From all prior Due Periods.................$________
From the applicable Due Period.............$________
Total......................................................$________
SUBTOTAL All payments of principal collections by
the Master Trust to the Issuer (Sum of Items B1
and B2(a)).................................................$________
2(b). With respect to all tranches of Notes with a
Nominal Liquidation Amount of zero, the cumulative
sum of all payments of principal collections to
the Issuer (other than those referred to in item
B(1) above) on deposit in Principal Funding
Account or withdrawn from the Principal Funding
Account pursuant to Section 511(a), (b) or (c) of
the Indenture
From all prior Due Periods.................$________
From the applicable Due Period.............$________
Total......................................................$________
3. Nominal Liquidation Amount of accelerated Class C
Notes which cease to be Outstanding pursuant
Section [ ] of the Indenture after a sale of
credit card receivables pursuant to Section 7.03
of the Series [ ] Supplement and Section 708 of
the Indenture
From all prior Due Periods.................$________
From the applicable Due Period.............$________
Total......................................................$________
4. Nominal Liquidation Amount of tranches of Notes
which have reached their Legal Maturity Dates and
which cease to be Outstanding after a sale of
credit card receivables pursuant to Section 703 of
the Series [ ] Supplement and Section 522 of the
Indenture
From all prior Due Periods.................$________
From the applicable Due Period.............$________
3
Total......................................................$________
5. Investor Charge-Offs allocated to the Series [ ]
Certificate pursuant to Sections 4.03 and
5.01(b)(v) of the Series [ ] Supplement and clause
(b)(vi) of the definition of Nominal Liquidation
Amount in the Indenture
From all prior Due Periods.................$________
From the applicable Due Period.............$________
Total............ ..........................................$________
C. Series [ ] Invested Amount and aggregate Nominal Liquidation Amount of
the Notes (sum of Items A1, A2(b), A3, A4 and A5, less Items B1, B2(a),
B3, B4 and B5)...................................................$________
D. Series Adjusted Invested Amount for Series [ ] (sum of Items A1, A2(b),
A3, A4 and A5, less Items B1, B2(b), B3, B4 and B5)..............$________
E. 1. Principal amount of the Series [ ] Certificate and aggregate
Adjusted Outstanding Principal Amount of the Notes (sum of
Items A1, A2(a) and A3, less Item B2)*......................$________
2. Aggregate amount on deposit in the Principal Funding
Account.....................................................$________
3. Aggregate Outstanding Dollar Principal Amount of the Notes (sum of
Items E1 and E2)............................................$________
CITIBANK (SOUTH DAKOTA), N.A.,
Servicer of Citibank Credit
Card Master Trust I,
By
--------------------------
Name:
Title:
CITIBANK CREDIT CARD ISSUANCE
TRUST, as Issuer
By: CITIBANK (SOUTH DAKOTA),
N.A., as Managing Beneficiary
By:
---------------------------
Name:
Title:
--------
* But subject to Section 5.01(c) of the Series [ ]
Supplement.
4
EXHIBIT C
[FORM OF] MONTHLY PERFORMANCE STATEMENT
CITIBANK (SOUTH DAKOTA), N.A.
CITIBANK (NEVADA), NATIONAL ASSOCIATION
-----------------------------------------------------------
CITIBANK CREDIT CARD MASTER TRUST I
SERIES [ ]
-----------------------------------------------------------
The undersigned, a duly authorized representative of Citibank (South
Dakota), N.A., as Servicer ("Citibank (South Dakota)"), pursuant to the
Pooling and Servicing Agreement dated as of May 29, 1991 (as amended and
supplemented, the "Agreement"), as supplemented by the Series [ ] Supplement
(as amended and supplemented, the "Series Supplement"), among Citibank (South
Dakota), Seller and Servicer, Citibank (Nevada), National Association, Seller,
and Bankers Trust Company, as Trustee, certifies the information set forth
below. Capitalized terms herein have their respective meanings as set forth in
the Agreement or Series Supplement, as applicable.
This Certificate relates to the Due Period ending on [ ] and the
related Distribution Date.
A. Information Regarding the Portfolio
1. Portfolio Yield ......................................_____%
Yield component [Finance Charge Receivables
collected during the Due Period / Principal
Receivables in the Trust on the last day of the
prior Due Period] ...................................._____%
Credit loss component [net charged-off Principal
Receivables during the Due Period / Principal
Receivables in the Trust on the last day of the
prior Due Period]....................................._____%
2. New purchase rate [aggregate purchases of
merchandise and services during the Due Period /
Receivables in the Trust on the last day of the
prior Due Period]....................................._____%
3. Total payment rate [aggregate Collections during
the Due Period / Receivables in the Trust on the
last day of the prior Due Period] ...................._____%
4. Principal payment rate [aggregate collections with
respect to Principal Receivables during the Due
Period / Principal Receivables in the Trust on the
last day of the prior Due Period] ...................._____%
5. Aggregate amount of Principal Receivables in the
Trust
Beginning of Due Period ..............................$_____
Average ..............................................$_____
End of Due Period ....................................$_____
6. Delinquencies (Aggregate outstanding balances in
the Accounts that were delinquent by the time
periods listed below as of the close of business
of the month preceding the Distribution Date, as a
percentage of aggregate Receivables as of the last
day of the Due Period)
Current .............................................._____%
5-34 days delinquent ................................._____%
35-64 days delinquent ................................_____%
65-94 days delinquent ................................_____%
95-124 days delinquent ..............................._____%
125-154 days delinquent .............................._____%
155-184 days delinquent .............................._____%
B. Information Regarding Series [ ] for the applicable Due
Period
1. Allocable Investor Finance Charge Collections.........$_____
2. (a) Investor Principal Collections for
such Due Period.................................$_____
(b) Allocable Miscellaneous Payments................$_____
(c) Series [ ] Excess Principal
Collections.....................................$_____
(d) Subordinated Series Reallocated
Principal Collections...........................$_____
(e) Available Investor Principal Collections
(Sum of Items 2(a), 2(b), 2(c) and
2(d))............................................$_____
3. Investor
Charge-Offs...........................................$_____
4. Reimbursements of Investor
Charge-Offs...........................................$_____
2
CITIBANK (SOUTH DAKOTA), N.A.,
Servicer,
By:_________________________________
Name:
Title:
3
EXHIBIT D
[FORM OF] MONTHLY SERVICER'S CERTIFICATE
CITIBANK (SOUTH DAKOTA), N.A.
CITIBANK (NEVADA), NATIONAL ASSOCIATION
CITIBANK CREDIT CARD MASTER TRUST I
SERIES [ ]
The undersigned, a duly authorized representative of Citibank (South
Dakota), N.A., as Servicer ("Citibank (South Dakota)"), pursuant to the
Pooling and Servicing Agreement dated as of May 29, 1991 (as amended and
supplemented, the "Agreement"), as supplemented by the Series [ ] Supplement
(as amended and supplemented, the "Series Supplement"), among Citibank (South
Dakota), N.A., Seller and Servicer, Citibank (Nevada), National Association,
Seller, and Bankers Trust Company, Trustee, certifies as follows:
1. Capitalized terms used herein have their respective meanings as set
forth in the Agreement or Series Supplement, as applicable.
2. Citibank (South Dakota) is, as of the date hereof, the Servicer under
the Agreement.
3. The undersigned is a Servicing Officer.
4. This Certificate relates to the Distribution Date occurring on .
5. As of the date hereof, to the best knowledge of the undersigned, the
Servicer has performed in all material respects all its obligations under the
Agreement through the Due Period preceding such Distribution Date [or, if
there has been a default in the performance of any such obligation, set forth
in detail the (i) nature of such default, (ii) the action taken by the Sellers
and Servicer, if any, to remedy such default and (iii) the current status of
each such default; if applicable, insert "None"].
6. As of the date hereof, to the best knowledge of the undersigned, no
Amortization Event has occurred or has been deemed to have occurred on or
before such Distribution Date.
7. As of the date hereof, to the best knowledge of the undersigned, no
Lien has been placed on any of the Receivables other than pursuant to the
Agreement (or, if there is a Lien, such Lien consists of_________).
IN WITNESS WHEREOF, the undersigned has duly executed and delivered this
Certificate on , 20 .
CITIBANK (SOUTH DAKOTA), N.A., as
Servicer,
By:_________________________
Name:
Title:
2
EXHIBIT E
THIS SERIES [ ] CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT") OR ANY STATE SECURITIES LAWS. BY ITS
ACCEPTANCE HEREOF, EACH PURCHASER REPRESENTS AND AGREES THAT IT IS ACQUIRING
THIS SERIES [ ] CERTIFICATE FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF
OTHERS) AND NOT WITH A VIEW TO, OR FOR SALE IN CONNECTION WITH, THE PUBLIC
DISTRIBUTION HEREOF AND THAT NEITHER THIS SERIES [ ] CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED,
EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE ACT AND ANY
APPLICABLE PROVISIONS OF ANY STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM SUCH PROVISIONS. THE TRANSFER OF THIS SERIES [ ] CERTIFICATE IS
SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE AGREEMENT AND THE SERIES
SUPPLEMENT THERETO REFERRED TO HEREIN.
NEITHER THIS SERIES [ ] CERTIFICATE NOR ANY INTEREST HEREIN MAY BE
TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED, EXCEPT IN
ACCORDANCE WITH THE AGREEMENT AND SERIES SUPPLEMENT REFERRED TO HEREIN.
REGISTERED No. R-[ ]
CITIBANK CREDIT CARD MASTER TRUST I
SERIES [ ]
CREDIT CARD PARTICIPATION CERTIFICATE
This Certificate represents an undivided interest in certain
assets of the
CITIBANK CREDIT CARD MASTER TRUST I
the corpus of which consists primarily of receivables generated
from time to time in the ordinary course of business in a
portfolio of revolving credit card accounts by
CITIBANK (SOUTH DAKOTA), N.A.
and
CITIBANK (NEVADA),
NATIONAL ASSOCIATION
and, in certain circumstances, certain Additional Sellers (as defined in the
Pooling and Servicing Agreement referred to below).
(Not an interest in or obligation of Citibank
(South Dakota), N.A., Citibank (Nevada),
National Association, any Additional Sellers or
any affiliate thereof)
This certifies that CITIBANK CREDIT CARD ISSUANCE TRUST (the "Series [ ]
Certificateholder") is the registered owner of a fractional undivided interest
in certain assets of a trust (the "Trust") created pursuant to the Pooling and
Servicing Agreement dated as of May 29, 1991 (as amended and supplemented, the
"Agreement"), as supplemented by the Series [ ] Supplement dated as of [ ], [
] (as amended and supplemented, the "Series Supplement"), among Citibank
(South Dakota), N.A., a national banking association, as Seller and Servicer,
Citibank (Nevada), National Association, a national banking association, as
Seller, and Bankers Trust Company, a New York banking corporation, as trustee
(the "Trustee"). The corpus of the Trust consists of (i) a portfolio of all
receivables (the "Receivables") existing in the revolving credit card accounts
identified under the Agreement from time to time (the "Accounts"), (ii) all
Receivables generated under the Accounts from time to time thereafter, (iii)
funds collected or to be collected from cardholders in respect of the
Receivables, (iv) all funds which are from time to time on deposit in the
Collection Account and (v) all other assets and interests constituting the
Trust. Although a summary of certain provisions of the Agreement and the
Series Supplement is set forth below and on the Summary of Terms and
Conditions attached hereto and made a part hereof, this Series [ ] Certificate
does not purport to summarize the Agreement and the Series Supplement and
reference is made to the Agreement and the Series Supplement for information
with respect to the interests, rights, benefits, obligations, proceeds and
duties evidenced hereby and the rights, duties and obligations of the Trustee.
A copy of the Agreement and the Series Supplement (without schedules) may be
requested from the Trustee by writing to the Trustee at the Corporate Trust
Office. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to them in the Agreement or the Series Supplement,
as applicable.
This Series [ ] Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement and the Series Supplement, to which
Agreement and Series Supplement, each as amended and supplemented from time to
time, the Series [ ] Certificateholder by virtue of the acceptance hereof
assents and is bound.
In general, payments of principal with respect to the Series [ ]
Certificates are limited to the Series [ ] Invested Amount, which may be less
than the unpaid principal balance of the Series [ ] Certificates. The
Termination Date of the Series [ ] Certificates is the [ ] 20[ ] Distribution
Date, as such date may be extended from time to time by notice from the Issuer
to the Trust with the consent of the Trust. Principal with respect to the
Series [ ] Certificates may be paid earlier or later under certain
circumstances described in the Agreement and the Series Supplement. If the
principal of the Series [ ] Certificates is not paid in full on or before the
2
Termination Date, the Trustee will sell or cause to be sold on such
Termination Date Principal Receivables (and the related Finance Charge
Receivables) (or interests therein) in an amount equal to 110% of the Series [
] Invested Amount as of such Termination Date, subject to certain limitations,
and shall immediately deposit the Termination Proceeds allocable to the Series
[ ] Certificateholders' Interest in the Collection Account. The Termination
Proceeds shall be allocated and distributed to the Series [ ]
Certificateholders in accordance with the Series Supplement.
Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee, by manual or facsimile signature, this Series [ ]
Certificate shall not be entitled to any benefit under the Agreement or the
Series Supplement or be valid for any purpose.
IN WITNESS WHEREOF, the Banks have caused this Series [ ] Certificate to
be duly executed.
CITIBANK (SOUTH DAKOTA), N.A.,
by
____________________________
Name:
Title:
CITIBANK (NEVADA), NATIONAL
ASSOCIATION,
by
____________________________
Name:
Title:
Dated:
3
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Series [ ] Certificates described in the within-mentioned
Agreement and Series Supplement.
BANKERS TRUST COMPANY, as
Trustee,
by
____________________________
Name:
Title: Authorized Officer
or
By: CITIBANK, N.A.,as
Authenticating Agent
for the Trustee,
by
____________________________
Name:
Title: Authorized Officer
4
CITIBANK CREDIT CARD MASTER TRUST I
SERIES [ ]
CREDIT CARD PARTICIPATION CERTIFICATE
Summary of Terms and Conditions
The Receivables consist of Principal Receivables which arise generally
from the purchase of merchandise and services and amounts advanced to
cardholders as cash advances and Finance Charge Receivables which arise
generally from Periodic Rate Finance Charges, Cash Advance Fees, Late Payment
Fees and annual membership fees with respect to the Accounts. This Series [ ]
Certificate is one of a series of Certificates entitled Citibank Credit Card
Master Trust I, Series [ ] Credit Card Participation Certificates (the "Series
[ ] Certificates"), each of which represents a fractional undivided interest
in certain assets of the Trust. The Trust Assets are allocated in part to the
certificateholders of all outstanding Series (the "Certificateholders'
Interest") with the remainder allocated to the Sellers. The aggregate interest
represented by the Series [ ] Certificates at any time in the Principal
Receivables in the Trust shall not exceed an amount equal to the Series [ ]
Invested Amount at such time. The Series [ ] Invested Amount on any date will
be as computed in accordance with the Series Supplement. A Sellers'
Certificate has been issued to the Sellers pursuant to the Agreement which
represents the Sellers' Interest.
Subject to the terms and conditions of the Agreement, the Sellers may
from time to time direct the Trustee, on behalf of the Trust, to issue one or
more new Series of Investor Certificates, which will represent fractional
undivided interests in certain of the Trust Assets.
On each Distribution Date, the Paying Agent shall distribute to each
Series [ ] Certificateholder of record on the last day of the preceding
calendar month (each a "Record Date") such Series [ ] Certificateholder's pro
rata share of such amounts as are payable to the Series [ ] Certificateholders
pursuant to the Agreement and the Series Supplement. Distributions with
respect to this Series [ ] Certificate will be made by the Paying Agent by
check mailed to the address of the Series [ ] Certificateholder of record
appearing in the Certificate Register (or, pursuant to Section 6.01 of the
Series Supplement, to the extent specified by the Series [ ] Certificate
Representative in a written notice to the Trustee and the Servicer, by wire
transfer in accordance with such notice) without the presentation or surrender
of this Series [ ] Certificate or the making of any notation thereon (except
for the final distribution in respect of this Series [ ] Certificate). Final
payment of this Series [ ] Certificate will be made only upon presentation and
surrender of this Series [ ] Certificate at
5
the office or agency specified in the notice of final distribution delivered
by the Trustee to the Series [ ] Certificateholders in accordance with the
Agreement and the Series Supplement.
This Series [ ] Certificate does not represent an obligation of, or an
interest in, the Sellers, the Servicer or any affiliate of any of them and is
not insured or guaranteed by the Federal Deposit Insurance Corporation or any
other governmental agency or instrumentality. This Series [ ] Certificate is
limited in right of payment to certain Collections with respect to the
Receivables (and certain other amounts), all as more specifically set forth
hereinabove and in the Agreement and the Series Supplement.
The Agreement or any Supplement may, subject to certain conditions, be
amended by the Sellers, the Servicer and the Trustee without Investor
Certificateholder consent. The Trustee may, but shall not be obligated to,
enter into any such amendment which affects the Trustee's rights, duties or
immunities under the Agreement or otherwise.
The Agreement or any Supplement may also be amended from time to time
(including in connection with the issuance of a Supplemental Certificate) by
the Servicer, the Sellers and the Trustee, with the consent of the Holders of
Investor Certificates evidencing not less than 66-2/3% of the aggregate unpaid
principal amount of the Investor Certificates of all adversely affected
Series, for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Agreement or any Supplement or of
modifying in any manner the rights of the Investor Certificateholders;
provided, however, that no such amendment shall (i) reduce in any manner the
amount of or delay the timing of any distributions to be made to Investor
Certificateholders or deposits of amounts to be so distributed without the
consent of each affected Investor Certificateholder, (ii) change the
definition of or the manner of calculating the interest of any Investor
Certificateholder without the consent of each affected Investor
Certificateholder, (iii) reduce the aforesaid percentage required to consent
to any such amendment without the consent of each Investor Certificateholder
or (iv) adversely affect the rating of any Series or Class by the Rating
Agency without the consent of the Holders of Investor Certificates of such
Series or Class evidencing not less than 66-2/3% of the aggregate unpaid
principal amount of the Investor Certificates of such Series or Class. The
Trustee may, but shall not be obligated to, enter into any such amendment
which affects the Trustee's rights, duties or immunities under this Agreement
or otherwise.
Subject to the limitations set forth in the Series Supplement, the
transfer of this Series [ ] Certificate shall be registered in the Certificate
Register upon surrender of this
6
Series [ ] Certificate for registration of transfer at any office or agency
maintained by the Transfer Agent and Registrar accompanied by a written
instrument of transfer, in a form satisfactory to the Trustee or the Transfer
Agent and Registrar, duly executed by the Series [ ] Certificateholder or such
Series [ ] Certificateholder's attorney, and duly authorized in writing with
such signature guaranteed, and thereupon one or more new Series [ ]
Certificates of authorized denominations and for the same aggregate fractional
undivided interest will be issued to the designated transferee or transferees.
As provided in the Agreement and subject to certain limitations therein
set forth, Series [ ] Certificates are exchangeable for new Series [ ]
Certificates evidencing like aggregate fractional undivided interests as
requested by the Series [ ] Certificateholder surrendering such Series [ ]
Certificates. No service charge may be imposed for any such exchange but the
Servicer or Transfer Agent and Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in connection therewith.
The Servicer, the Trustee, the Paying Agent and the Transfer Agent and
Registrar and any agent of any of them, may treat the person in whose name
this Series [ ] Certificate is registered as the owner hereof for all
purposes, and neither the Servicer nor the Trustee, the Paying Agent, the
Transfer Agent and Registrar, nor any agent of any of them, shall be affected
by notice to the contrary except in certain circumstances described in the
Agreement.
THIS SERIES [ ] CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
7
ASSIGNMENT
Social Security or other identifying number of assignee
_________________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ________________________________
_________________________________________________________________________
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints ______________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.
Dated: ______________ _____________________*
Signature Guaranteed:
______________________
________________________
(*) NOTE: The signature to this assignment must correspond with
the name of the registered owner as it appears on the face of the within
Certificate in every particular, without alteration, enlargement or any change
whatsoever.
8
