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 2000 SUPPLEMENT
====
Dated as of [ ], 2000
====
to
POOLING AND SERVICING AGREEMENT
Dated as of May 29, 1991
CITIBANK CREDIT CARD MASTER TRUST I
SERIES 2000
====
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TABLE OF CONTENTS
ARTICLE I
Creation of the Series 2000 Certificate
Page
SECTION 1.01. Designation.................................................1
=======
ARTICLE II
Definitions
SECTION 2.01. Definitions.................................................2
=======
SECTION 2.02. Amendment to Definition of "Series Adjusted
Invested Amount"...........................................10
ARTICLE III
Servicer and Trustee
SECTION 3.01. Servicing Compensation.....................................11
=======
SECTION 3.02. Trustee Appointment of Agents..............................12
=======
ARTICLE IV
Rights of Series 2000 Certificateholders and
Allocation and Application of Collections
i
Page
SECTION 4.01. Allocations................................................12
=======
SECTION 4.02. Application of Investor Finance Charge
Collections and Available Investor Principal
Collections................................................13
SECTION 4.03. Allocation of Investor Charge-Offs;
======= Reimbursement of Series 2000 Invested Amount
Deficit; Other Reinvestments in the Series 2000
Invested Amount............................................17
ARTICLE V
Definitions of Series 2000 Invested Amount,
Series 2000 Adjusted Invested Amount, Principal
Amount;
Payment Requests;
Principal Funding sub-Account Shortfall
SECTION 5.01. Definitions of Series 2000 Invested Amount, Series
======= 2000 Adjusted Invested Amount and Principal
Amount.....................................................19
SECTION 5.02. Payment Request............................................22
=======
SECTION 5.03. Finance Charges Allocable to Segregated Sellers'
======= Interest...................................................22
ARTICLE VI
Distributions and Reports to Series 2000 Certificateholders
SECTION 6.01. Distributions..............................................23
=======
ii
Page
SECTION 6.02. Monthly Performance Statement and Monthly
======= Servicer's Certificate.....................................23
SECTION 6.03. Monthly Computation Statement..............................23
=======
ARTICLE VII
Final Distributions; Sale of Receivables
SECTION 7.01. Sale of Certificateholders' Interest Pursuant to
======= Section 2.06 or 10.01 of the Agreement.....................23
SECTION 7.02. Distribution of Proceeds of Sale, Disposition or
======= Liquidation of the Receivables Pursuant to
Section 9.02 of the Agreement..............................24
SECTION 7.03. Sale of Receivables.......................................25
=======
ARTICLE VIII
Miscellaneous Provisions
SECTION 8.01. Ratification of Agreement..................................26
=======
SECTION 8.02. Counterparts...............................................26
=======
SECTION 8.03. Governing Law..............................................26
=======
SECTION 8.04. Construction of Agreement..................................26
=======
SECTION 8.05. Excluded Series............................................26
=======
SECTION 8.06. Treatment of Noteholders...................................27
============= ========================
iii
ARTICLE IX
Covenants
SECTION 9.01. Reduction in Portfolio Yield...............................27
EXHIBITS
Exhibit A Form of Payment Request
Exhibit B Form of Monthly Computation Statement
Exhibit C Form of Monthly Performance Statement
Exhibit D Form of Monthly Servicer's Certificate
Exhibit E Form of Credit Card Participation Certificate
iv
SERIES 2000 SUPPLEMENT dated as of [ ], 2000, 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 "Master 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
Master Trust, one or more new Series of Investor Certificates representing
fractional undivided interests in the Master 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 consisting of an Investor Certificate and specify the
Principal Terms thereof.
ARTICLE I
Creation of the Series 2000 Certificate
SECTION 1.01. Designation. (a) There is hereby created a Series
consisting of an Investor Certificate to be issued pursuant to the Agreement
and this Series Supplement to be known as "Citibank Credit Card Master Trust I,
Series 2000". Such Investor Certificate shall be issued in one Class and shall
be known as the "Series 2000 Credit Card Participation Certificate" or the
"Series 2000 Certificate" and shall be substantially in the form of Exhibit E.
(b) Series 2000 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 2000
1
shall be the [ ] [ ] Distribution Date. Series 2000 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.
(d) This Series Supplement is the Series 2000 Supplement referred to
in the Trust Agreement of the Issuer, dated as of [ ], 2000, among the Banks,
as beneficiaries, and The Bank of New York (Delaware), as trustee.
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.
"Adjusted Outstanding Dollar Principal Amount" shall have the meaning
specified in the Indenture.
"Allocable Defaulted Amount" shall mean, with respect to any Due
Period, an amount equal to the product of (a) the Series 2000 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 2000 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
Due Period, the product of (a) the Series 2000 Allocation Percentage for such
Due Period and (b) Miscellaneous Payments with respect to such Due Period.
2
"Allocable Principal Collections" shall mean, with respect to any Due
Period, the product of (a) the Series 2000 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 2000
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 [ ], 2000.
"Cut-Off Date" shall mean [ ], 2000.
"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).
"Discount Note" shall have the meaning specified in the Indenture.
"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 [ ], 2000.
"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 is deemed to have occurred, and ending upon the earlier to
occur of (i) the payment in full to the Series 2000 Certificateholders of the
Series 2000 Invested Amount, and (ii) the Termination Date.
"Fitch" shall mean Fitch , Inc. and its successors.
3
"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 2000 Invested Amount
during such Due Period and the denominator of which is the product of (a) the
total amount of Principal Receivables in the Master Trust as of the last day of
the immediately preceding Due Period and (b) the Series 2000 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 2000 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
Master Trust on the Cut-Off Date and (y) the Series 2000 Allocation Percentage
with respect to the Cut-Off 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
Master 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 2000 and each other Series specified in
the related Supplement to be included in Group Two.
"Indenture" shall mean the Indenture, dated as of [ ], 2000, between
Citibank Credit Card Issuance Trust, as Issuer, and Bankers Trust Company, as
Trustee, as amended and supplemented from time to time.
"Indenture Trustee" shall have the meaning specified in the
Indenture.
"Initial Dollar Principal Amount" shall have the meaning specified in
the Indenture.
"Interest Deposit Date" shall mean, with respect to any Due Period,
each date on which any portion of the Targeted Interest Deposit Amounts for
such Due Period is to be deposited.
"Interest Funding Account" shall have the meaning specified in the
Indenture.
"Investor Charge-Offs" shall have the meaning specified in Section
4.03(a).
4
"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 Due Period and (ii) Allocable Finance Charge Collections
deposited in the Collection Account for such Due Period, minus (b) the
aggregate amount of Servicer Interchange for such Due 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 B.
"Moody's" shall mean ▇▇▇▇▇'▇ Investors Service, Inc. and its
successors.
"Multiple Issuance Series" shall have the meaning specified in the
Indenture.
"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.
"Note" or "Notes" shall have the meaning specified in the Indenture.
"Noteholder" shall have the meaning specified in the Indenture.
"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 2000 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 Master Trust as
of the last day of the immediately preceding Due Period and (b) the Series 2000
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
5
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
Master 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.
"Principal Deposit Date" shall mean, with respect to any Due Period,
each date on which any portion of the Targeted Principal Deposit Amounts for
such Due Period is to be deposited.
"Principal Funding Account" shall have the meaning specified in the
Indenture.
"Reassignment Amount" shall mean, with respect to any Distribution
Date, after giving effect to any deposits and distributions otherwise to be
made in respect of such Distribution Date, the sum of (a) the Series 2000
Invested Amount on such Distribution Date, (b) the aggregate Targeted Interest
Deposit Amounts required to be deposited on each Interest Deposit Date with
respect to the immediately preceding Due Period, (c) any Targeted Interest
Deposit Amounts due and not yet deposited from any prior Interest Deposit Dates
and (d) any unpaid fees and expenses of the Indenture Trustee pursuant to
Section 501 of the Indenture.
"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 earlier of (a) the close of business on the day the Early Amortization
Period commences and (b) the Termination Date.
"RSP Notes" shall have the meaning specified in the Indenture.
"Segregated Sellers' Interest" shall mean a dollar amount of Sellers'
Interest equal to the aggregate balance in the Principal Funding sub-Account
for each tranche of Notes (other than tranches of RSP Notes), as notified to
the Servicer pursuant to Section 5.03.
"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.
6
"Series 2000" or "Series 2000 Certificate" shall mean any investor
certificate in the Master Trust created by this Series Supplement.
"Series 2000 Adjusted Invested Amount" shall have the meaning
specified in Section 5.01(a).
"Series 2000 Allocation Percentage" shall mean, with respect to any
Due Period, the Series Allocation Percentage with respect to Series 2000 for
such Due Period.
"Series 2000 Certificateholders" shall mean the Holders of the Series
2000 Certificate.
"Series 2000 Certificateholders' Interest" shall mean that portion of
the Certificateholders' Interest evidenced by the Series 2000 Certificate.
"Series 2000 Certificate Representative" shall mean (a) if there is
one Holder of the Series 2000 Certificate, such Holder or the designee of such
Holder, and (b) if there is more than one Holder of the Series 2000
Certificate, the designee of the Holders of a majority of the outstanding
principal balance of the Series 2000 Certificate.
"Series 2000 Default Amount" shall mean, with respect to any Due
Period, an amount equal to the Allocable Defaulted Amount for such Due Period.
"Series 2000 Excess Principal Collections" shall mean, with respect
to any Due Period, an amount equal to the Series 2000 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 2000 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 2000 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 2000 Invested Amount" shall have the meaning specified in
Section 5.01(a).
7
"Series 2000 Invested Amount Deficit" shall mean, as of the end of
any Due Period, the amount by which the aggregate Adjusted Outstanding Dollar
Principal Amount of each tranche of the Notes (other than any tranche of RSP
Notes) exceeds the Series 2000 Invested Amount.
"Series 2000 Monthly Servicing Fee" shall have the meaning specified
in Section 3.01.
"Series 2000 Principal Shortfall" shall equal:
(a) for any Due Period with respect to the Revolving Period, the
excess of (i) the aggregate Targeted Principal Deposit Amounts 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 2000 Excess Principal
Collections); and
(b) for any Due Period with respect to the Early Amortization
Period, the excess of (i) the Series 2000 Invested Amount over (ii)
Available Investor Principal Collections for such Due Period
(excluding any portion thereof attributable to Series 2000 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 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 2000 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.
"Single Issuance Series" shall have the meaning specified in the
Indenture.
8
"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
2000 Certificate.
"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 2000 and treated as a
portion of Available Investor Principal Collections for such Due Period.
"Targeted Interest Deposit Amount" shall mean, for any tranche of
Notes 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
such tranche on the applicable Interest Deposit Date for such 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 of
Notes 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
such tranche on the applicable Principal Deposit Date for such 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 2000
Certificateholders to the Trustee, and upon the issuance of a Master Trust Tax
Opinion and an 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 2000.
(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 2000 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)
9
adversely affect the amount of funds available to be distributed to the Series
2000 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 2000, "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, and (iii) in the case of Fitch, F-1+ or
AAA, as applicable. If at any time before the Series 2000 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 additionalrequirement that the
Series 2000 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 2000 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 Citigroup Inc., 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 Citigroup Inc., in the case of any Series Account), either (x) a
long-term unsecured debt rating of AAA by Standard & Poor's 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
10
Supplement, the term "Series Adjusted Invested Amount", when used in the
Agreement or this Series Supplement with respect to Series 2000, shall mean the
Series 2000 Adjusted Invested Amount.
(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 2000
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 2000 Certificateholders with
respect to such Due Period.
The share of the Servicing Fee allocable to the Series 2000
Certificateholders (after giving effect to the distribution of Servicer
Interchange, if any, to the Servicer) with respect to any Distribution Date
(the "Series 2000 Monthly Servicing Fee") shall be equal to one-twelfth of the
product of (a) the Net Servicing Fee Rate and (b) the Series 2000 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 2000 Monthly Servicing Fee shall be equal to the Servicing Fee accrued
on the Series 2000 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.
11
On each Distribution Date, the Sellers 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 2000
Allocation Percentage for the related Due Period. In no event shall the Master
Trust, the Trustee or the Series 2000 Certificateholders be liable for the
share of the Servicing Fee to be paid by the Sellers.
The Series 2000 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 2000; 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 2000.
ARTICLE IV
Rights of Series 2000 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 2000 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:
12
(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 Sellers
(which shall be withdrawn from the Collection Account and paid to the
Servicer on the related Distribution Date) and (2) an amount 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 Master Trust on such Deposit Date)
exceeds zero.
(ii) 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 2000 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 and
Available Investor 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
and Available Investor Principal Collections on deposit in the Collection
Account with respect to such Due Period, to make the following payments and
distributions:
(a) For 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:
(i) First, an amount equal to the accrued and unpaid fees
and expenses of, and other amounts due to, the Indenture Trustee
pursuant to
13
Section 501(a) of the Indenture. Such amounts will be paid
on the dates specified in the applicable Payment Request,
as notified to the Servicer in the applicable Payment
Request.
(ii) Second, pro rata to:
(A) An amount equal to the Series 2000 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 amount will be
paid to the Servicer on the applicable Distribution Date or
as soon thereafter as practicable.
(B) An amount equal to the targeted deposit to the
Interest Funding Account. Such amount will be paid to the
Series 2000 Certificate Representative for allocation
pursuant to Section 501 of the Indenture, in the amounts
(subject to reallocation as set forth in Section 505(b) of
the Indenture) and on the dates specified in the applicable
Payment Request , as notified to the Servicer in the
applicable Payment Request.
(C) An amount equal to the aggregate amount of any
Series 2000 Invested Amount Deficit and any Receivables
Sales Proceeds Deposit Deficit (computed after giving
effect to allocations of the Allocable Miscellaneous
Payments with respect to such Due Period pursuant to
Section 4.03(b)), to be allocated and applied as set forth
in Section 4.03(c) as soon as practicable after the end of
such Due Period.
(iii) Third, 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 2000
Certificateholders, to be paid as soon as practicable after the
end of such Due Period.
If the funds on deposit in the Collection Account available therefor are
less than the sum required to pay all of the amounts specified in clauses
(ii)(B) and (ii)(C), such
14
funds shall be allocated first to pay the amounts specified in clause
(ii)(B), and second to pay the amounts specified in clause (ii)(C).
(b) For each Due Period with respect to the Revolving Period, an
amount equal to the Available Investor Principal Collections
deposited in the Collection Account for such Due Period will be
allocated and 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 for such Due Period
pursuant to Section 4.02(a)(ii)(C)), 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(b).
(ii) An amount equal to the accrued and unpaid fees and
expenses of, and other amounts due to, the Trustee, and the
amount of targeted deposits to the Interest Funding Account, in
each case not made from Investor Finance Charge Collections
pursuant to Section 4.02(a). Such amounts will be paid to the
Series 2000 Certificate Representative pursuant to Section
502(a) of the Indenture in the amounts and on the dates
specified in the applicable Payment Request, as notified to the
Servicer in the applicable Payment Request.
(iii) An amount equal to the sum of the Targeted Principal
Deposit Amounts 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 2000
Certificateholders pursuant to Sections 502(b) of the Indenture.
Such amounts will be paid to the Series 2000 Certificate
Representative in the amounts and on the dates specified in the
applicable
15
Payment Request, as notified to the Servicer in the
applicable Payment Request.
(iv) 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.
(c) For each Due Period with respect to the Early Amortization Period
and the Due Period relating to the Termination Date, an amount equal to
Available Investor Principal Collections deposited in the Collection
Account for such 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 for such Due Period
pursuant to Section 4.02(a)(ii)(C)), 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(b).
(ii) An amount equal to the accrued and unpaid fees and
expenses of, and other amounts due to, the Trustee, and the
amount of targeted deposits to the Interest Funding Account, in
each case not made from Investor Finance Charge Collections
pursuant to Section 4.02(a). Such amounts will be paid to the
Series 2000 Certificate Representative pursuant to Section
502(a) of the Indenture in the amounts and on the dates
specified in the applicable Payment Request, as notified to the
Servicer in the applicable Payment Request.
16
(iii) An amount equal to the Series 2000 Invested Amount
(after giving effect to clause (c)(ii) shall be paid to the
Series 2000 Certificateholders.
(iv) 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.
(d) Notwithstanding anything in this Series Supplement to the
contrary, at any time when the Servicer is required to make payments as
provided in the second sentence of Section 4.03(a) of the Agreement, the
payments required to be made to the Series 2000 Certificate Representative
or the Series 2000 Certificateholder under this Section will be made as
promptly as possible after the Date of Processing of the applicable
Collections, but in no event later than the second Business Day following
the Date of Processing.
SECTION 4.03. Allocation of Investor Charge-Offs; Reimbursement of
Series 2000 Invested Amount Deficit; Other Reinvestments in the Series 2000
Invested Amount. (a) With respect to any Due Period, the Servicer will compute
the amount, if any, by which the Series 2000 Default Amount for such Due Period
exceeds (i) the amount of Allocable Finance Charge Collections with respect to
such Due Period minus (ii) an amount equal to accrued and unpaid fees and
expenses of, and other amounts due to, the Indenture Trustee, minus (iii) an
amount equal to the targeted deposit to the Interest Funding Account, minus (iv)
the amount of the Series 2000 Monthly Servicing Fee with respect to such Due
Period paid pursuant to Section 4.02(a)(i) (such excess, an "Investor
Charge-Off"). With respect to each Due Period, Investor Charge-Offs will be
allocated to each tranche of Notes pursuant to Section 526 of the Indenture, and
(i) the Series 2000 Invested Amount will be reduced by the
aggregate amount of Investor Charge-Offs allocated pursuant to
Section 526 of the Indenture to any tranche of Notes (other than
tranches of RSP Notes); and
(ii) funds (to be in an aggregate amount equal to the
amounts allocated to any tranche of RSP Notes) which are
withdrawn from the Principal Funding
17
sub-Accounts of any such tranches of Notes pursuant to Section
526(e) of the Indenture to be paid to the Master Trust will be
paid to the Sellers.
(b) The amount of Allocable Miscellaneous Payments with respect to
such Due Period allocated and available for that purpose pursuant to
Sections 4.02(b)(i) and (c)(i) will be allocated to each tranche of Notes
pursuant to Section 527 of the Indenture, and:
(i) the amount allocated pursuant to Section 527 of the
Indenture to any tranche of Notes (other than a tranche of RSP
Notes) will be paid to the Sellers, and the Series 2000 Invested
Amount increased by the same amount; and
(ii) the amount allocated pursuant to Section 527 of the
Indenture to any tranche of RSP Notes will be deposited into the
Principal Funding sub-Account of that tranche pursuant to
Section 509(d) of the Indenture.
(c) The amount of Investor Finance Charge Collections with respect to
such Due Period allocated and available for that purpose pursuant to
Sections 4.02(a)(ii)(C) will be allocated to each tranche of Notes
pursuant to Section 527 of the Indenture, and:
(i) the amount allocated pursuant to Section 527 of the
Indenture to any tranche of Notes (other than a tranche of RSP
Notes) will be paid to the Sellers, and the Series 2000 Invested
Amount increased by the same amount; and
(ii) the amount allocated pursuant to Section 527 to any
tranche of RSP Notes will be deposited into the Principal
Funding sub-Account of that tranche pursuant to Section 509(d)
of the Indenture.
(d) The amount of Investor Finance Charge Collections allocated
pursuant to Section 501(d) and Section 527 of the Indenture to any tranche
of Notes (other than a tranche of RSP Notes) and which is paid to the
Master Trust pursuant to Section 520(b) of the Indenture will be paid to
the Sellers, and the Series 2000 Invested Amount will be increased by the
same amount.
(e) Any amount representing principal accreted on any tranche of
Discount Notes pursuant to Section 520(a) of the Indenture which is
received by the Master Trust will be
18
paid to the Sellers, and the Series 2000 Invested Amount will be increased
by the same amount.
(f) The amount of Available Investor Principal Collections available
pursuant to Section 502(c) of the Indenture which is paid to the Master
Trust pursuant to Section 520(c) of the Indenture will be paid to the
Sellers, and the Series 2000 Invested Amount will be increased by the same
amount.
ARTICLE V
Definitions of Series 2000 Invested Amount,
Series 2000 Adjusted Invested Amount, Principal Amount;
Payment Requests;
Principal Funding sub-Account Shortfall
SECTION 5.01. Definitions of Series 2000 Invested Amount, Series 2000
Adjusted Invested Amount and Principal Amount. (a) The Series 2000 Invested
Amount, the Series 2000 Adjusted Invested Amount and the principal amount of
the Series 2000 Certificate, as of any date, will be the sum of the indicated
items.
Series 2000 principal
Series 2000 Adjusted amount of the
Invested Invested Series 2000
Component Amount Amount Certificate
(x) Increases in the Series 2000 Invested
Amount, Series 2000 Adjusted Invested
Amount and principal amount of the
Series 2000 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) of the definition of X X X
Nominal Liquidation Amount in the
Indenture
19
Series 2000 principal
Series 2000 Adjusted amount of the
Invested Invested Series 2000
Component Amount Amount Certificate
(ii) (A) The cumulative sum of accretions of
principal on Discount Notes targeted to be
deposited pursuant to Section 503(f) of the
Indenture, whether or not actually deposited X
or paid to the Master Trust pursuant to
Sections 507(b) and 520(a) of the Indenture
(B) The cumulative sum of accretions of
principal on Discount Notes actually paid by
the Series 2000 Certificateholders to the
Master Trust pursuant to Sections 507(b) X X
and 520(a) of the Indenture and Section
4.03(e) hereof
(iii) The cumulative sum of principal
collections reinvested in the Collateral
Certificate pursuant to Sections 502(c) and X X X
520(c) of the Indenture and Section 4.03(f)
hereof
(iv) The cumulative sum of reimbursements of
Series 2000 Invested Amount Deficit from
Available Miscellaneous Payments X X
pursuant to Section 4.03(b)(i) hereof and
Section 527(e)(i) of the Indenture
(v) The cumulative sum of reimbursements of
Series 2000 Invested Amount Deficit from
Investor Finance Charge Collections
pursuant to Sections 4.02(a)(ii)(C) and X X
4.03(c) hereof and Sections 520(b) and
527(f)(i) of the Indenture
(y) Decreases in the Series 2000 Invested
===
Amount, Series 2000 Adjusted Invested
Amount and principal amount of the
Series 2000 Certificate
20
Series 2000 principal
Series 2000 Adjusted amount of the
Invested Invested Series 2000
Component Amount Amount Certificate
(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 are reallocated
pursuant to Section 502(a) of the Indenture X X
to pay accrued and unpaid fees and
epxenses of the Indenture Trustee and to
make targeted deposits to the Interest
Funding Account
(ii) (A) The cumulative sum of all payments of
Available Investor Principal Collections
(other than those referred to in item (y)(i)) X X
paid to the Series 2000 Certificateholders
(B) With respect to all tranches of Notes with
a Nominal Liquidation Amount of zero (including
all tranches of RSP Notes),the cumulative sum
of all Available Investor Principal Collections
(other than those referred to in item (y)(i))
paid to the Series X 2000 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) With respect to each tranche of RSP
Notes, an aggregate amount equal to the
Nominal Liquidation Amount of each such (see clause (b)
tranche of Notes immediately before X X below)
giving effect to the applicable sale of
Receivables pursuant to Section 7.03 .
(iv) Investor Charge-Offs allocated to the X X
Series 2000 Certificate pursuant to Section
4.03(a), to the extent that such Investor
Charge-Offs reduce the aggregate Nominal
Liquidation Amount of the Notes pursuant
to Section 526(e)(i) of the Indenture
21
(b) Notwithstanding anything herein to the contrary, upon payment by
the Master Trust to the Series 2000 Certificate Representative of the proceeds
of a sale of Receivables pursuant to Section 7.03 and Section 523 or Section
708 of the Indenture with respect to any tranche of RSP Notes, the principal
amount of the Series 2000 Certificate 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 2000 Certificate Representative to the Seller.
(c) The Servicer will compute the Series 2000 Invested Amount, the
Series 2000 Adjusted Invested Amount and the principal amount of the Series
2000 Certificate for each Due Period based on the information in the applicable
Monthly Computation Statement.
SECTION 5.02. Payment Request. The Series 2000 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 Collections
available pursuant to Section 4.02(a)(ii)(B) 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 or other dates specified in the applicable Payment Request.
SECTION 5.03. Finance Charges Allocable to Segregated Sellers'
Interest. The Series 2000 Certificate Representative may from time to time
notify the Servicer of the amount of the Sellers' Interest that is to be the
Segregated Sellers' Interest in an amount equal to the amounts on deposit in
the Principal Funding sub-Accounts for any tranche of Notes (other than any
tranche of RSP Notes). The Series 2000 Certificate Representative may from time
to time, with respect to any Due Period, request a payment to be made from
Collections of Finance Charge Receivables allocable to the Segregated Sellers'
Interest held in the Collection Account, in an amount not greater than the
lesser of:
(a) the aggregate amount of all Principal Funding sub-Account
Shortfalls for all tranches of Notes (other than any tranches of RSP
Notes) with respect to such Due Period, and
22
(b) the aggregate amount of all Collections of Finance Charge
Receivables allocable to the Segregated Sellers' Interest with
respect to such Due Period less any portion of the Defaulted
Receivables and the Servicing Fee allocable to the Segregated
Sellers' Interest 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 2000 Certificateholders on the
date specified in such request.
ARTICLE VI
Distributions and Reports to
Series 2000 Certificateholders
SECTION 6.01. Distributions. Except as provided in Section 12.02 of
the Agreement with respect to a final distribution, distributions to Series
2000 Certificateholders hereunder shall be made by check mailed to each Series
2000 Certificateholder at such Certificateholder's address appearing in the
Certificate Register (or, to the extent specified by the Series 2000
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 2000 Certificate or the making of any notation thereon.
SECTION 6.02. Monthly Performance Statement and Monthly Servicer's
Certificate. Not later than the Business Day preceding each Distribution Date,
the Servicer shall deliver to the Trustee, the Series 2000 Certificate
Representative and each Rating Agency (as defined in the Indenture) (i) a
Monthly Performance Statement substantially in the form of Exhibit C prepared
by the Servicer and (ii) a certificate of a Servicing Officer substantially in
the form of Exhibit D.
SECTION 6.03. Monthly Computation Statement. Not later than the
Business Day preceding each Distribution Date, the Servicer, in cooperation
with the Series 2000 Certificate
23
Representative, shall complete a Monthly
Computation Statement substantially in the form of Exhibit B.
ARTICLE VII
Final Distributions; Sale of Receivables
SECTION 7.01. Sale of Certificateholders' Interest Pursuant to
Section 2.06 or 10.01 of the Agreement. (a) (i) The amount to be paid by the
Sellers with respect to Series 2000 in connection with a repurchase of the
Certificateholders' Interest pursuant to Section 2.06 of the Agreement shall
equal the Reassignment Amount for the first Distribution Date following 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 2000
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 2000
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 2000 Certificateholders.
(c) Notwithstanding anything to the contrary in this Series Supplement
or the Agreement, the entire amount payable to the Series 2000
Certificateholders pursuant to Section 10.01 of the Agreement and all amounts on
deposit in the Collection Account for distribution to the Series 2000
Certificateholders shall be distributed in full to the Series 2000
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
24
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 in respect of such Distribution Date) deduct
an amount equal to the Series 2000 Invested Amount on such Distribution Date
from the portion of the Insolvency Proceeds allocated to Allocable Principal
Collections and pay such amount to the Series 2000 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 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 in respect of such Distribution Date) deduct an amount equal to the sum of
(i) all unpaid fees and expenses of the Indenture Trustee pursuant to Section
501(a) of the Indenture and all such unpaid fees and expenses from earlier Due
Periods, and (ii) the aggregate Targeted Interest Deposit Amounts for all
Outstanding tranches of Notes under Sections 501(b) the Indenture for the
current Due Period or any such Targeted Interest Deposit Amount for earlier Due
Periods that has not been deposited, and pay such amount to the Series 2000
Certificateholders; provided, however, 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 2000
Certificateholders pursuant to this Section, and all amounts on deposit in the
Collection Account for distribution to the Series 2000 Certificateholders shall
be distributed in full to the Series 2000 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 2000 Certificate shall
25
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 2000 Certificate shall have disapproved of such
liquidation.
SECTION 7.03. Sale of Receivables. Upon notice to the Servicer by the
Series 2000 Certificate Representative pursuant to Section 523 of the Indenture
with respect to any accelerated tranche of Notes or any tranche of Notes which
has reached its Legal Maturity Date, the Trustee will cause the Master Trust to
sell Principal Receivables and the related Finance Charge Receivables (or
interests therein) in an amount specified by the Series 2000 Certificate
Representative which shall not be greater than the aggregate amount specified
by Section 523(c) of the Indenture. The proceeds from such sale shall be
immediately paid to the Series 2000 Certificate Representative.
ARTICLE VIII
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,
26
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 written notification by the
Series 2000 Certificate Representative to the Trustee, pursuant to Section 1112
of the Indenture, that a portion of the Series 2000 Invested Amount
(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 Series 2000
Invested Amount as Excluded Series of the Master Trust. All other portions of
the Series 2000 Invested Amount shall not be considered Excluded Series.
SECTION 8.06. Treatment of Noteholders. For purposes of any provision
of the Agreement or this Series 2000 Supplement requiring or permitting actions
with the consent of, or at the direction of, Investor Certificateholders
holding a specified percentage of the aggregate unpaid principal amount of
Investor Certificates (a) each Noteholder will be deemed to be a
Certificateholder; (b) each Noteholder will be deemed to be the Holder of an
aggregate unpaid principal amount of Series 2000 Certificates equal to the
Adjusted Outstanding Dollar Principal Amount of such Noteholder's Notes; (c)
each series of Notes under the Indenture will be deemed to be a separate Series
of Investor Certificates and the Holder of a Note of such series will be deemed
to be the Holder of an aggregate unpaid principal amount of such Series of
Investor Certificates equal to the Adjusted Outstanding Dollar Principal Amount
of such Noteholder's Notes of such series; (d) each class of Notes of a Single
Issuance Series and each tranche of Notes of a Multiple Issuance Series under
the Indenture will be deemed to be a separate Class of Investor Certificates
and the Holder of a Note of such class or tranche will be deemed to be the
Holder of an aggregate unpaid principal amount of such Class of Investor
Certificates equal to the Adjusted Outstanding Dollar Principal Amount of such
Noteholder's Notes of such class or tranche and (e) any Notes owned by the
Issuer, either Seller, the Servicer, any other holder of a Sellers' Certificate
or any Affiliate thereof will be deemed not to be outstanding, except that, in
27
determining whether the Trustee shall be protected in relying upon any such
consent or direction, only Notes which the Trustee knows to be so owned shall
be so disregarded. Notes so owned which have been pledged in good faith shall
not be disregarded and may be regarded as outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Notes and that the pledgee is not either Seller, the
Servicer, any other holder of a Sellers' Certificate or any Affiliate thereof.
ARTICLE IX
Covenants
SECTION 9.01. Reduction in Portfolio Yield. Citibank (South Dakota),
in its capacity as a Seller, and each Additional Seller hereby covenant that
upon receipt of notice by the Issuer or the Indenture Trustee of the occurrence
of an Early Redemption Event described in Section 1201(e) of the Indenture,
except as is otherwise required by any Requirements of Law, it will not reduce
the Periodic Rate Finance Charge applicable to any Account to a rate that would
result in the weighted average of the Periodic Rate Finance Charges applicable
to all the Accounts as of the last day of any Due Period being less than the
sum of
(i) the weighted average of (a) the Certificate Rates of each
Outstanding Series (other than Series 2000) and (b) the Weighted
Average Interest Rates (as defined in the Indenture), in each case,
as of such last day; and
(ii) 6%.
28
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:
29
EXHIBIT A
[FORM OF] PAYMENT REQUEST
From: Citibank (South Dakota), N.A., as
Series 2000 Certificate
Representative under the Series
2000 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 2000 Certificates
Due Period ending [ ], 20__
Reference is made to the Series 2000 Supplement, dated as of [ ] (the "Series
2000 Supplement"), among Citibank (South Dakota), N.A., as Seller and Servicer,
Citibank (Nevada), National Association, as Seller, and Bankers Trust Company,
as Trustee on be half of the Certificateholders, and the Indenture, dated as of
[ ] (the "Indenture"), among Citibank Credit Card Issuance Trust, as Issuer, and
Bankers Trust Company, as Trustee on behalf of the Noteholders. Terms used
herein have1 the meanings provided in the Series 2000 Supplement or the
Indenture, as applicable.
The Series 2000 Certificate Representative requests the following payments with
respect to the Series 2000 Certificates be made on the following dates:
A. Allocations of Investor Finance Charge Collections available pursuant to
Sections 4.02(a)(i), 4.02(a)(ii)(B) and 4.02(a)(iii) of the Series 2000
Supplement.
1. Required pursuant to Section 501(a) of the Indenture (to pay accrued
and unpaid fees and expenses of, and other amounts due to, the
Indenture 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)
Tranche Interest Deposit 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
518 of the Indenture, on the applicable Monthly Interest Date)
Tranche Monthly Interest Date Amount
$
$
$
$
$
Total.......$________
4. Required pursuant to Section 501(d) of the Indenture (to increase the
Invested Amount of the Series 2000 Certificate or reimburse any
Receivables Sales Proceeds Deposit Deficit pursuant to Section 527 of
the Indenture, to be paid to the Servicer as soon as practicable
after the end of the applicable Due Period).................$________
5. Balance of the Investor Finance Charge Collections to be paid to the
Issuer pursuant to Section 501(e) of the Indenture 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)(i) and (b)(ii) and Section 4.02(c)(i) and
(c)(ii) of the Series 2000 Supplement.
1. Required pursuant to Section 502(a) of the Indenture (to be
reallocated to pay deficiencies in (i) accrued and unpaid fees
and expenses of the Indenture Trustee pursuant to A1 and (ii)
targeted deposits to the Interest Funding Account pursuant to
A2, subject to the limitations set forth in the Indenture, to be
paid on the applicable Interest Deposit Date)
Tranche Interest Deposit 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)
Tranche Principal Deposit Date Amount
$
$
$
$
$
Total........$________
3. Balance of the Available Investor Principal Collections
available pursuant to Section 4.02(b)(ii) of the Series 2000
Supplement to be paid to the Master Trust to be reinvested in
the Invested Amount of the Series 2000 Certificate pursuant to
Section 502(c) and Section 520(c) of the Indenture to be paid as
soon as practicable after the end of the applicable Due
Period.................................................$________
3
IN WITNESS WHEREOF, each of the undersigned has duly executed and
delivered this Payment Request on , 20 .
CITIBANK CREDIT CARD ISSUANCE
TRUST, as Issuer
By: CITIBANK (SOUTH DAKOTA),
N.A., as Series 2000 Certificate
Representative and as Managing
Beneficiary
By: __________________________
Name:
Title:
By: CITIBANK (SOUTH DAKOTA),
N.A., as Servicer
By: __________________________
Name:
Title:
5
EXHIBIT B
[FORM OF] MONTHLY COMPUTATION STATEMENT
Date:
Citibank Credit Card Master Trust I
Series 2000 Certificate
Due Period ending [ ], 20__
Reference is made to the Series 2000 Supplement, dated as of [ ] (the "Series
2000 Supplement"), among Citibank (South Dakota), N.A., as Seller and Servicer,
Citibank (Nevada), National Association, as Seller, and Bankers Trust Company,
as Trustee on be half of the Certificateholders, and the Indenture, dated as of
[ ] (the "Indenture"), among Citibank Credit Card Issuance Trust, as Issuer and
Bankers Trust Company, as Trustee on behalf of the Noteholders. Terms used
herein have1 the meanings provided in the Series 2000 Supplement or the
Indenture, as applicable.
The following computations are as of the end of the Due Period ending [ ], 20__
(the "applicable Due Period"):
A. Increases in the components of the Series 2000 Invested Amount, the Series
Adjusted Invested Amount for Series 2000 and the principal amount of the
Series 2000 Certificates, 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)(x)(i) of the Series 2000 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...............................................$________
2(a). The cumulative sum of accretions of principal on Discount Notes
targeted to be deposited in the Interest Funding Account pursuant to
Section 503(f) of the Indenture and Section 5.01(a)(x)(ii)(A) of the
Series 2000 Supplement, whether or not
1
actually deposited and paid by the Issuer to the Master Trust
pursuant to Sections 507(b) and 520(a) of the Indenture for
reinvestment in the Series 2000 Invested Amount pursuant to Sections
4.03(e)
From all prior Due Periods..........................$________
From the applicable Due Period......................$________
Total...............................................$________
2(b). The cumulative sum of accretions of principal on Discount Notes
actually paid by the Issuer to the Master Trust for reinvestment in
the Series 2000 Invested Amount pursuant to Sections 4.03(e) and
5.01(a)(x)(ii)(B) of the Series 2000 Supplement and Sections
5.07(b) and 520(a) of the Indenture
From all prior Due Periods..........................$________
From the applicable Due Period......................$________
Total...............................................$________
3. The cumulative sum of principal collections paid by the Issuer to the
Master Trust for reinvestment in the Series 2000 Invested Amount
pursuant to Sections 4.03(f) and 5.01(a)(x)(iii) of the Series 2000
Supplement and Sections 502(a) and 520(c) of the Indenture
From all prior Due Periods..........................$________
From the applicable Due Period......................$________
Total...............................................$________
4. The cumulative sum of reimbursements of Series 2000 Invested Amount
Deficit from Allocable Miscellaneous Payments retained by the Master
Trust for reinvestment in the Series 2000 Invested Amount pursuant to
Sections 4.03(b)(ii) and 5.01(a)(x)(iv) of the Series 2000 Supplement
and Section 527(e)(i) of the Indenture
From all prior Due Periods..........................$________
2
From the applicable Due Period......................$________
Total...............................................$________
5. The cumulative sum of reimbursements of Series 2000 Invested Amount
Deficit made pursuant to Sections 4.02(a)(iii)(C), 4.03(c) and
5.01(a)(x)(v) of the Series 2000 Supplement and Sections 520(b) and
527(f)(i) of the Indenture
From all prior Due Periods..........................$________
From the applicable Due Period......................$________
Total...............................................$________
B. Decreases in the components of the Series 2000 Invested Amount, the Series
Adjusted Invested Amount for Series 2000, and the principal amount of the
Series 2000 Certificates as of the end of the applicable Due Period
1. The cumulative sum of all 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 502(a) of the
Indenture and Section 5.01(a)(y)(i) of the Series 2000 Supplement to
pay accrued and unpaid fees and expenses of, and other amounts due
to, the Indenture Trustee and to make targeted deposits to the
Interest Funding Account
From all prior Due Periods..........................$________
From the applicable Due Period......................$________
Total...............................................$________
2(a).The cumulative sum of all payments of principal collections paid to
the Issuer (other than those referred to in item B1 above) on deposit
in the Principal Funding Account or withdrawn from the Principal
Funding Account pursuant to Section 511(a), (b) or (c) of the
Indenture and Section 5.01(a)(y)(ii) of the Series 2000 Supplement
From all prior Due Periods..........................$________
From the applicable Due Period......................$________
3
Total...............................................$________
2(b).All payments of principal collections by the Master Trust to the
Issuer (Sum of Items B1 and B2(a))..........................$________
2(c).With respect to all tranches of Notes with a Nominal Liquidation
Amount of zero (including all tranches of RSP Notes), the cumulative
sum of all payments of principal collections to the Issuer (other
than those referred to in item B1 above) on deposit in the Principal
Funding Account or withdrawn from the Principal Funding Account
pursuant to Section 511(a), (b) or (c) of the Indenture
From all prior Due Periods..........................$________
From the applicable Due Period......................$________
Total...............................................$________
3. With respect to each tranche of RSP Notes, an aggregate amount equal
to the Nominal Liquidation Amount of each such tranche immediately
before giving effect to the applicable sale of Receivables pursuant
to Sections 4.01(a)(y)(iii) 7.03 of the Series 2000 Supplement and
Section 523 of the Indenture
From all prior Due Periods..........................$________
From the applicable Due Period......................$________
Total...............................................$________
4. Investor Charge-Offs allocated to the Series 2000 Certificate
pursuant to Sections 4.03 (a) and 5.02(a)(y)(iv) of the Series 2000
Supplement, to the extent that such Investor Charge-Offs reduce the
aggregate Nominal Liquidation Amount of the Notes pursuant to Section
526(e)(i) of the Indenture
From all prior Due Periods..........................$________
From the applicable Due Period......................$________
Total...............................................$________
4
C. Series 2000 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
and B4)..........................................................$________
D. Series Adjusted Invested Amount for Series 2000 (sum of Items A1, A2(b),
A3, A4 and A5, less Items B1, B2(b), B3 and B4)..................$________
E. 1. Principal amount of the Series 2000 Certificates and aggregate
Adjusted Outstanding Principal Amount of the Notes (sum of Items A1,
A2(a) and A3, less Item B2) (but subject to Section 5.01(c) of the
Series 2000 Supplement).....................................$________
2. Aggregate amount on deposit in the Principal Funding
Account.....................................................$________
3. Aggregate Outstanding Dollar Principal Amount of the Notes (sum of
Items E1 and E2)............................................$________
F. Amount of Finance Charge Collections (and amounts to be treated as Finance
Charge Collections) available pursuant to Section 501(c) of the Indenture
to fund Class C Reserve
sub-Accounts.....................................................$________
G. Principal Payment Rate for the applicable Due Period (from Item A4 of the
Series 2000 Monthly Performance Statement for the applicable Due
Period)............................................................______%
H. Portion of the Series 2000 Invested Amount to be considered as an Excluded
Series...........................................................$________
I. The aggregate amount on deposit in the Principal Funding Account for each
tranche of Notes, other than any tranche of RSP Notes (equal to the
Sellers'
Interest)........................................................$________
5
IN WITNESS WHEREOF, each of the undersigned has duly executed and
delivered this Monthly Computation Statement on , 20 .
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 Series 2000 Certificate
Representative and as Managing
Beneficiary
By:
---------------------------------------
Name:
Title:
6
EXHIBIT C
[FORM OF] MONTHLY PERFORMANCE STATEMENT
CITIBANK (SOUTH DAKOTA), N.A.
CITIBANK (NEVADA), NATIONAL ASSOCIATION
-----------------------------------------------------------
CITIBANK CREDIT CARD MASTER TRUST I
SERIES 2000
-----------------------------------------------------------
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 2000 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] .................................................._____%
1
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 ........................................$_____
6. Delinquencies (Aggregate outstanding balances in the Accounts
that were delinquent by the time periods listed below as of the
close of business of the month preceding the Distribution Date,
as a percentage of aggregate Receivables as of the last day of
the Due Period)
Current .................................................._____%
5-34 days delinquent ....................................._____%
35-64 days delinquent ...................................._____%
65-94 days delinquent ...................................._____%
95-124 days delinquent ..................................._____%
125-154 days delinquent .................................._____%
155-184 days delinquent .................................._____%
B. Information Regarding Series 2000 for the applicable Due Period
1. Allocable Investor Finance Charge Collections..................$_____
2. (a) Investor Principal Collections for such Due Period.........$_____
(b) Allocable Miscellaneous Payments...........................$_____
(c) Series 2000 Excess Principal Collections..................$_____
(d) Subordinated Series Reallocated Principal Collections......$_____
(e) Reassignment Amount........................................$_____
(f) Available Investor Principal Collections (Sum of
Items 2(a), 2(b), 2(c), 2(d) and 2(e))....................$_____
3. Investor Charge-Offs...........................................$_____
2
4. Reimbursements of Investor Charge-Offs.........................$_____
3
IN WITNESS WHEREOF, the undersigned has duly executed and delivered
this Monthly Performance Statement on , 20 .
CITIBANK (SOUTH DAKOTA), N.A.,
Servicer,
By:
-------------------------------------
Name:
Title:
4
EXHIBIT D
[FORM OF] MONTHLY SERVICER'S CERTIFICATE
CITIBANK (SOUTH DAKOTA), N.A.
CITIBANK (NEVADA), NATIONAL ASSOCIATION
CITIBANK CREDIT CARD MASTER TRUST I
SERIES 2000
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 2000 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 (i) the nature of such default, (ii) the action, if any, taken by the
Sellers and Servicer 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_________).
1
IN WITNESS WHEREOF, the undersigned has duly executed and delivered
this Servicer's Certificate on , 20 .
CITIBANK (SOUTH DAKOTA), N.A., as
Servicer,
By:_________________________
Name:
Title:
2
EXHIBIT E
THIS SERIES 2000 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 2000 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 2000 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 2000 CERTIFICATE IS
SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE AGREEMENT AND THE SERIES
SUPPLEMENT THERETO REFERRED TO HEREIN.
NEITHER THIS SERIES 2000 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 2000
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
2000 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 2000 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 2000
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 2000 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 2000 Certificateholder by virtue of the acceptance
hereof assents and is bound.
In general, payments of principal with respect to the Series 2000
Certificates are limited to the Series 2000 Invested Amount, which may be less
than the unpaid principal balance of the Series 2000 Certificates. The
Termination Date of the Series 2000 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 2000 Certificates may be paid earlier or later under certain
circumstances described in the Agreement and the Series Supplement. If the
principal of the Series 2000 Certificates is not paid in full on or before the
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 2000 Invested
Amount as of such Termination Date, subject to certain limitations, and shall
immediately deposit the Termination Proceeds allocable to the Series 2000
Certificateholders' Interest in the Collection Account. The Termination
Proceeds shall be allocated and distributed to the Series 2000
Certificateholders in accordance with the Series Supplement.
2
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual or facsimile signature, this Series 2000
Certificate shall not be entitled to any benefit under the Agreement or the
Series Supplement or be valid for any purpose.
3
IN WITNESS WHEREOF, the Banks have caused this Series 2000
Certificate to be duly executed.
CITIBANK (SOUTH DAKOTA), N.A.,
by
----------------------------------------------
Name:
Title:
CITIBANK (NEVADA), NATIONAL
ASSOCIATION,
by
----------------------------------------------
Name:
Title:
Dated:
4
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Series 2000 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
5
CITIBANK CREDIT CARD MASTER TRUST I
SERIES 2000
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 2000
Certificate is one of a series of Certificates entitled Citibank Credit Card
Master Trust I, Series 2000 Credit Card Participation Certificates (the "Series
2000 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 2000 Certificates at any time in the Principal
Receivables in the Trust shall not exceed an amount equal to the Series 2000
Invested Amount at such time. The Series 2000 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.
For each Due Period, the Paying Agent shall distribute to each Series
2000 Certificateholder of record on the last day of the calendar month
preceding the month in which such distribution occurs (each a "Record Date")
such Series 2000 Certificateholder's pro rata share of such amounts as are
payable to the Series 2000 Certificateholders pursuant to the Agreement and the
Series Supplement. Distributions with respect to this Series 2000 Certificate
will be made by the Paying Agent by check mailed to the address of the Series
2000 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 2000 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 2000 Certificate or the making of any
notation thereon (except for the final distribution in respect of this Series
2000 Certificate). Final payment of this Series 2000 Certificate will be made
only upon presentation and surrender of this Series 2000 Certificate at the
office or agency specified in the notice of final distribution delivered by the
Trustee to the Series 2000 Certificateholders in accordance with the Agreement
and the Series Supplement.
This Series 2000 Certificate does not represent an obligation of, or
an interest in, the Sellers, the Servicer, any Additional Sellers or any
affiliate of any of them and is not insured or
6
guaranteed by the Federal Deposit Insurance Corporation or any other
governmental agency or instrumentality. This Series 2000 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 2000 Certificate shall be registered in the Certificate
Register upon surrender of this Series 2000 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 2000
Certificateholder or such Series 2000 Certificateholder's attorney, and duly
authorized in writing with such signature guaranteed, and thereupon one or more
new Series 2000 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 2000 Certificates are exchangeable for new Series
2000 Certificates evidencing like aggregate fractional undivided interests as
requested by the Series 2000 Certificateholder surrendering such Series 2000
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.
7
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 2000 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 2000 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.
8
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.
9