SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
-------------------------
Citibank (South Dakota), N.A.
on behalf of
Citibank Credit Card Master Trust I
(Issuer in respect of the Citibank Credit Card Master Trust I
$625,000,000 5.80% Class A Credit Card Participation Certificates,
Series 1998-3 and $40,000,000 5.95% Class B Credit Card
Participation Certificates, Series 1998-3)
-----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
United States of America 46-0358360
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
701 East 60th St., North
Sioux Falls, South Dakota 57117
(Address of principal (Zip Code)
executive offices)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective pursuant
pursuant to General Instruction to General Instruction A.(d), please
A.(c), please check the following check the following box: |x|
box: |_|
Securities Act registration statement file number
to which this form relates: 333-38803
---------------
(If applicable)
<PAGE>
SECURITIES TO BE REGISTERED PURSUANT TO
SECTION 12(b) OF THE ACT:
None.
SECURITIES TO BE REGISTERED PURSUANT TO
SECTION 12(g) OF THE ACT:
$625,000,000 principal amount of the Citibank Credit Card Master
Trust I 5.80% Class A Credit Card Participation Certificates, Series
1998-3 (the "Class A Certificates") with an expected final payment date of
February 2003 and $40,000,000 principal amount of the Citibank Credit Card
Master Trust I 5.95% Class B Credit Card Participation Certificates,
Series 1998-3 (the "Class B Certificates") with an expected final payment
date of February 2003.
2
<PAGE>
Item 1. Description of the Registrant's Securities to be Registered
The description of the Class A Certificates and Class B Certificates
appears under the captions entitled: "Prospectus Summary"; "Special
Considerations"; "Series Provisions"; "The Pooling Agreement
Generally"; "Certain Legal Aspects of the Receivables"; "Tax Matters";
and "ERISA Considerations" in the Prospectus dated January 9, 1998 and
"Summary of Series Terms"; "The Accounts"; and "Supplemental Series
Provisions" in the Prospectus Supplement dated January 26, 1998 (the
Prospectus and the Prospectus Supplement are incorporated herein by
reference as Exhibit 7).
Item 2. Exhibits
1. Form of specimens of certificates representing the Class A
Certificates and the Class B Certificates (included within
Exhibit 6).
2. Pooling and Servicing Agreement (incorporated by reference
from Exhibit 4.2 of the registrants' registration statement
on Form S-1 (File No. 33-41054) as filed with the Securities
and Exchange Commission on June 5, 1991).
3. Form of Amendment No. 1 to Pooling and Servicing Agreement
(incorporated by reference from Exhibit 4.3 of the
registrants' amendment no. 1 to registration statement on
Form S-1 (File No. 33-48148) as filed with the Securities
and Exchange Commission on June 12, 1992).
4. Form of Amendment Nos. 2, 3 and 4 to Pooling and Servicing
Agreement (incorporated by reference from Exhibit 4 of the
registrants' registration statement on Form S-3 (File No.
33-77802) as filed with the Securities and Exchange
Commission on April 15, 1994).
5. Form of Amendment No. 5 to Pooling and Servicing Agreement
(incorporated by reference from Exhibit 4 of the
registrants' Current Report on Form 8-K dated January 8,
1996).
6. Series 1998-3 Supplement to Pooling and Servicing Agreement.
7. Prospectus dated January 9, 1998, as filed with the
Securities and Exchange Commission on January 13, 1998 and
Prospectus Supplement dated January 26, 1998, as filed with
the Securities and Exchange Commission on January 27, 1998
pursuant to Rule 424(b) (the Prospectus and Prospectus
Supplement are incorporated herein by reference).
3
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
CITIBANK (SOUTH DAKOTA), N.A.
By: /s/ Eugene D. Rowenhorst
--------------------------
Eugene D. Rowenhorst
Senior Vice President
Date: February 1, 1999
4
<PAGE>
EXECUTION COPY
CITIBANK (SOUTH DAKOTA), N.A.,
Seller and Servicer,
CITIBANK (NEVADA),
NATIONAL ASSOCIATION,
Seller,
and
BANKERS TRUST COMPANY,
as successor to Yasuda Bank and Trust Company (U.S.A.),
Trustee
on behalf of the Certificateholders
SERIES 1998-3 SUPPLEMENT
Dated as of January 29, 1998
to
POOLING AND SERVICING AGREEMENT
Dated as of May 29, 1991
CITIBANK CREDIT CARD MASTER TRUST I
SERIES 1998-3
<PAGE>
TABLE OF CONTENTS
Page
----
ARTICLE I
Creation of the Series 1998-3 Certificates
Section 1.01. Designation.....................................................1
ARTICLE II
Definitions
Section 2.01. Definitions..................................................2
Section 2.02. Amendment to Definition of "Series Adjusted
Invested Amount"....................................25
ARTICLE III
Servicer and Trustee
Section 3.01. Servicing Compensation......................................26
Section 3.02. Trustee Appointment of Agents...............................28
ARTICLE IV
Rights of Series 1998-3 Certificateholders
and Allocation and Application of Collections
Section 4.01. Allocations.................................................29
Section 4.02. Determination of Monthly Interest...........................30
Section 4.03. Determination of Monthly Principal..........................32
Section 4.04. Establishment of Funding Accounts...........................32
Section 4.05. Required Amount.............................................35
Section 4.06. Application of Reallocated Investor Finance Charge
Collections and Available Investor
Principal Collections................................35
Section 4.07. Distributions to Series 1998-3 Certificateholders...........40
Section 4.08. Investor Charge-Offs........................................41
Section 4.09. Excess Finance Charge Collections. .........................43
Section 4.10. Subordinated Principal Collections..........................46
Section 4.11. Credit Enhancement..........................................47
Section 4.12. Reallocated Investor Finance Charge Collections.............54
Section 4.13. Excess Principal Collections................................55
i
<PAGE>
ARTICLE V
Distributions and Reports to
Series 1998-3 Certificateholders
Section 5.01. Distributions...............................................56
Section 5.02. Reports and Statements to Series 1998-3 Certificateholders..57
ARTICLE VI
Amortization Events
Section 6.01. Additional Amortization Events..............................58
ARTICLE VII
Optional Repurchase; Additional Issuances; Accumulation Period
Section 7.01. Optional Repurchase.........................................59
Section 7.02. Additional Issuances of Series 1998-3 Certificates..........60
Section 7.03. Accumulation Period Postponement............................63
ARTICLE VIII
Final Distributions
Section 8.01. Sale of Certificateholders' Interest Pursuant to
Section 2.06 or 10.01 of the Agreement...............64
Section 8.02. Distribution of Proceeds of Sale, Disposition or
Liquidation of the Receivables
Pursuant to Section 9.02 of the Agreement............66
ARTICLE IX
Covenants
Section 9.01. Reduction in Portfolio Yield................................69
ARTICLE X
Miscellaneous Provisions
Section 10.01. Ratification of Agreement...................................69
Section 10.02. Counterparts................................................69
Section 10.03. Governing Law...............................................69
Section 10.04. Construction of Agreement...................................70
ii
<PAGE>
EXHIBITS
Exhibit A-1 Form of Class A Certificate
Exhibit A-2 Form of Class B Certificate
Exhibit B-1 Form of Monthly Payment Instructions and Notification to the
Trustee and the Cash Collateral Depositor
Exhibit B-2 Form of Monthly Payment Instructions and Notification to the
Trustee and the Additional Cash Collateral Depositor
Exhibit C Form of Monthly Statement
Exhibit D Form of Monthly Servicer's Certificate
SCHEDULE
Schedule 1 Recognized Dealers
iii
<PAGE>
SERIES 1998-3 SUPPLEMENT dated as of January 29,
1998, 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 successor to Yasuda Bank
and Trust Company (U.S.A.), as Trustee.
Pursuant to the Pooling and Servicing Agreement dated as of
May 29, 1991 (as amended and supplemented, the "Agreement"), among the Sellers,
the Servicer and the Trustee, the Sellers have created Citibank Credit Card
Master Trust I (the "Trust"). Section 6.03 of the Agreement provides that the
Sellers may from time to time direct the Trustee to issue, on behalf of the
Trust, one or more new Series of Investor Certificates representing fractional
undivided interests in the Trust. The Principal Terms of any new Series are to
be set forth in a Supplement to the Agreement.
Pursuant to this Series Supplement, the Sellers and the
Trustee shall create a new Series of Investor Certificates and specify the
Principal Terms thereof.
ARTICLE I
Creation of the Series 1998-3 Certificates
Section 1.01. Designation. (a) There is hereby created a
Series of Investor Certificates to be issued pursuant to the Agreement and this
Series Supplement to be known as "Citibank Credit Card Master Trust I, Series
1998-3". The Series 1998-3 Certificates shall be issued in two Classes, the
first of which shall be known as the "5.80% Class A Credit Card Participation
Certificates, Series 1998-3", and the second of which shall be known as the
"5.95% Class B Credit Card Participation Certificates, Series 1998-3".
(b) Series 1998-3 shall be included in Group One.
Notwithstanding any provision in the Agreement or in this Series Supplement, the
first Distribution Date with respect to Series 1998-3 shall be the March 1998
Distribution Date.
<PAGE>
2
(c) In the event that 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.
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.
"Accumulation Period" shall mean, unless an Amortization Event
shall have occurred prior thereto, the period commencing at the close of
business on the fourth-to-last Business Day of January 2002, or such later date
as is determined in accordance with Section 7.03, and ending upon the first to
occur of (a) the commencement of the Early Amortization Period and (b) the
payment in full to Class A Certificateholders and Class B Certificateholders of
the Class A Invested Amount and the Class B Invested Amount, respectively.
"Accumulation Period Amount" shall mean for each Monthly
Period an amount equal to the product of (i) Available Expected Principal for
such Monthly Period and (ii) a fraction, the numerator of which is the Initial
Invested Amount and the denominator of which is the sum of (a) the Initial
Invested Amount and (b) the initial invested amounts of all Variable
Accumulation Series which are not in their revolving periods as of such Monthly
Period; provided that, for purposes of this definition, the commencement date of
the accumulation period of each Variable Accumulation Series shall be deemed to
have been postponed to the latest permissible date, determined as if the
provisions of Section 7.03 applied to each such Series (applying such provisions
first to the Variable Accumulation Series with the latest expected final payment
date and next to each Series with the next preceding expected final payment
date); provided further, that a Variable Accumulation Series shall be deemed to
be in its revolving period in each Monthly Period in which the sum of the
expected controlled accumulation or amortization amounts for all subsequent
monthly periods for such Series is equal to the initial invested amount of such
Series.
"Additional Cash Collateral Account" shall have the meaning
specified in Section 4.11(a.1).
<PAGE>
3
"Additional Cash Collateral Depositor" shall mean the
financial institution or institutions which is or are a party to any Additional
Loan Agreement, such financial institution or institutions to be selected by the
Sellers on or prior to an Additional Issuance Date, or any successors or assigns
thereto appointed as provided in such Additional Loan Agreement.
"Additional Class A Certificates" shall have the meaning
specified in Section 7.02(a).
"Additional Class B Certificates" shall have the meaning
specified in Section 7.02(a).
"Additional Interest" shall mean, at any time of
determination, the sum of Class A Additional Interest and Class B Additional
Interest.
"Additional Investor Certificates" shall mean any one of the
Additional Class A Certificates or the Additional Class B Certificates.
"Additional Issuance" shall have the meaning specified in
Section 7.02(a).
"Additional Issuance Date" shall have the meaning specified
in Section 7.02(a).
"Additional Loan Agreement" shall mean the agreement among the
Banks, the Trustee and any Additional Cash Collateral Depositor, dated as of the
related Additional Issuance Date.
"Adjusted Invested Amount" shall mean the Series Adjusted
Invested Amount with respect to Series 1998-3.
"Allocable Defaulted Amount" shall mean, with respect to any
Due Period, an amount equal to the product of (a) the Series 1998-3 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 Deposit Date or Distribution Date, the product of (a) the Series
1998-3 Allocation Percentage for the related Due Period and (b) the aggregate
amount of Collections in respect of Finance Charge Receivables relating to any
Deposit Date or Distribution Date, as applicable.
<PAGE>
4
"Allocable Miscellaneous Payments" shall mean, with respect to
any Distribution Date, the product of (a) the Series 1998-3 Allocation
Percentage for the related Due Period and (b) Miscellaneous Payments with
respect to the related Due Period.
"Allocable Principal Collections" shall mean, with respect to
any Deposit Date or Distribution Date, the product of (a) the Series 1998-3
Allocation Percentage for the related Due Period and (b) the aggregate amount of
Collections in respect of Principal Receivables relating to any Deposit Date or
Distribution Date, as applicable.
"Available Additional Cash Collateral Amount" shall mean, with
respect to each Additional Cash Collateral Account and on any date of
determination, the lesser of (a) the amount on deposit in such Additional Cash
Collateral Account and (b) the Initial Additional Cash Collateral Amount for
such Additional Cash Collateral Account.
"Available Cash Collateral Amount" shall mean, with respect to
any date of determination, the lesser of (a) the amount on deposit in the Cash
Collateral Account and (b) the Initial Cash Collateral Amount.
"Available Enhancement Amount" shall mean, with respect to any
date of determination, the sum of the Available Cash Collateral Amount and the
Available Additional Cash Collateral Amount with respect to such date.
"Available Expected Principal" for any date of determination
with respect to each Monthly Period shall be equal to the excess of (a) the
Expected Monthly Principal for such Monthly Period over (b) the sum of, without
duplication, (i) all scheduled amortizations or accumulations of principal,
including past due shortfalls as of such date of determination, for all Fixed
Accumulation Series which are not in their revolving periods as of such Monthly
Period and (ii) all principal collections projected by the Servicer to be
allocable to any other Series with respect to which an Amortization Event shall
have occurred on or prior to such date of determination.
"Available Investor Principal Collections" shall mean, with
respect to any Distribution Date, the sum of (a) an amount equal to (i) Investor
Principal Collections for such Distribution Date, minus (ii) the amount of
Subordinated Principal Collections with respect to such Distribution Date which
pursuant to Section 4.10(a) is required to fund any deficiency pursuant to
Section 4.06(a)(i) and (a)(iii) or (c)(i) and (c)(iii), as the case may be, for
such Distribution Date, plus (b) Allocable Miscellaneous Payments on deposit in
the Collection Account for such Distribution Date, plus (c) Series 1998-3 Excess
Principal Collections on deposit in the Collection Account for such Distribution
Date plus (d) Subordinated Series Reallocated Principal Collections on deposit
in the Collection Account for such Distribution Date.
<PAGE>
5
"Available Shared Enhancement Amount" shall mean, with respect
to any date of determination, the lesser of (a) the Initial Shared Enhancement
Amount and (b) the excess, if any, of the Available Enhancement Amount on such
date over the Initial Class B Enhancement Amount.
"Bank Collateral Account" shall have the meaning specified in
Section 4.11(a).
"Cash Collateral Account" shall have the meaning specified in
Section 4.11(a).
"Cash Collateral Account Investments" shall mean Eligible
Investments; provided, that such investments may mature on the following
Transfer Date.
"Cash Collateral Depositor" shall mean the financial
institution or institutions which are a party to the Loan Agreement, such
financial institution or institutions to be selected by the Sellers on or prior
to the Closing Date to make a deposit in the Cash Collateral Account on the
Closing Date, or any successors or assigns thereto appointed as provided in the
Loan Agreement.
"CCA Charge-Offs" shall have the meaning specified in Section
4.08(d).
"CCA Default Amount" shall mean, with respect to any
Distribution Date (commencing with the Distribution Date following the
Distribution Date on which the Class A Invested Amount and the Class B Invested
Amount are paid in full and provided that the Economic Special Payment Date has
occurred), the Allocable Defaulted Amount for the related Due Period.
"CCA Initial Invested Amount" shall mean the aggregate amount
withdrawn from the Cash Collateral Account and each Additional Cash Collateral
Account and applied to the payment of principal of the Series 1998-3
Certificates with respect to the Economic Special Payment Date, if any, pursuant
to Section 4.11(i)(D) and (E).
<PAGE>
6
"CCA Invested Amount" shall mean, when used with respect to
any date, an amount equal to (a) the CCA Initial Invested Amount, minus (b) the
aggregate amount of principal payments made to the Cash Collateral Depositor and
each Additional Cash Collateral Depositor pursuant to Section 4.06(f)(iv) prior
to such date, minus (c) the aggregate amount of CCA Charge-Offs for all prior
Distribution Dates pursuant to Section 4.08(d), minus (d) the aggregate amount
of Subordinated Principal Collections allocated on all prior Distribution Dates
pursuant to Section 4.10(a) that have resulted in a reduction in the CCA
Invested Amount pursuant to Section 4.08(c), minus (e) an amount equal to the
amount by which the CCA Invested Amount has been reduced on all prior
Distribution Dates pursuant to Section 4.08(a) and (b), and plus (f) the sum of
(i) the aggregate amount of any Allocable Miscellaneous Payments allocated and
available on all prior Distribution Dates pursuant to Section 4.08(d) and (ii)
the amount of Excess Finance Charge Collections allocated and available on all
prior Distribution Dates pursuant to Section 4.09(i), for the purpose of
reimbursing amounts deducted pursuant to the foregoing clauses (c), (d) and (e);
provided, however, that (i) unless and until a withdrawal is made from the Cash
Collateral Account and each Additional Cash Collateral Account, and the proceeds
thereof are applied to the payment of principal of the Series 1998-3
Certificates, with respect to the Economic Special Payment Date pursuant to
Section 4.11(i)(D) and (E), the CCA Invested Amount shall be zero and (ii) the
CCA Invested Amount may not be reduced below zero.
"CCA Monthly Interest" shall mean, with respect to any
Distribution Date following the Economic Special Payment Date, an amount equal
to one-twelfth of the product of (a) the CCA Invested Amount as of the close of
business on the preceding Distribution Date (after giving effect to any
distribution to the Cash Collateral Depositor and each Additional Cash
Collateral Depositor on such preceding Distribution Date pursuant to Section
4.06(f)(iv)) and (b) a fraction, the numerator of which is equal to the sum of
(i) the product of (x) the Class A Certificate Rate and (y) the outstanding
principal balance of the Class A Certificates as of the close of business on
such preceding Distribution Date (after giving effect to any distribution of
Class A Monthly Principal on such preceding Distribution Date) and (ii) the
product of (x) the Class B Certificate Rate and (y) the outstanding principal
balance of the Class B Certificates as of the close of business on such
preceding Distribution Date (after giving effect to any distribution of Class B
Monthly Principal on such preceding Distribution Date), and the denominator of
which is the sum of the outstanding principal balances referred to in clauses
(i)(y) and (ii)(y) above; provided, however, that with respect to each
Distribution Date following the Distribution Date on which the outstanding
principal balance of the Class A Certificates has been reduced to zero, "CCA
Monthly Interest" shall mean, with respect to any Distribution Date, an amount
equal to one-twelfth of the product of (A) the CCA Invested Amount as of the
close of business on the preceding Distribution Date (after giving effect to any
distribution to the Cash Collateral Depositor and each Additional Cash
Collateral Depositor on such preceding Distribution Date pursuant to Section
4.06(f)(iv)) and (B) the Class B Certificate Rate.
<PAGE>
7
"CCA Monthly Principal" shall mean, for any Distribution Date
with respect to the Early Amortization Period, beginning with the Distribution
Date on which the Class A Invested Amount and the Class B Invested Amount are
paid in full and provided that the Economic Special Payment Date has occurred,
the Available Investor Principal Collections for such Distribution Date (minus
the portion of such Available Investor Principal Collections applied to Class A
Monthly Principal or Class B Monthly Principal on such Distribution Date);
provided, however, that the CCA Monthly Principal shall not exceed the CCA
Invested Amount.
"CCA Monthly Servicing Fee" shall have the meaning specified
in Section 3.01.
"Class A Additional Interest" shall have the meaning specified
in Section 4.02(a).
"Class A Allocable Share" shall mean, for each Distribution
Date with respect to a Monthly Period, the sum of (a) the product of (i)
Reallocated Investor Finance Charge Collections deposited in the Collection
Account for such Distribution Date and (ii) the Class A Invested Percentage for
such Distribution Date and (b) the Class A Funding Account Shortfall for such
Distribution Date, if any, and the amount of any Class A Funding Account
Shortfall previously due but not deposited into the Class A Interest Funding
Account on a prior Distribution Date.
"Class A Certificate Rate" shall mean 5.80% per annum,
calculated on the basis of a 360-day year of twelve 30-day months.
"Class A Certificateholder" shall mean the Person in whose
name a Class A Certificate is registered in the Certificate Register.
<PAGE>
8
"Class A Certificateholders' Interest" shall mean that portion
of the Certificateholders' Interest evidenced by the Class A Certificates.
"Class A Certificates" shall mean any one of the certificates
executed by the Banks and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A-1. For the avoidance of doubt, when used
in this Series Supplement the term "Class A Certificates" shall include any
Additional Class A Certificates.
"Class A Covered Amount" shall mean, with respect to any
Monthly Period, one-twelfth of the product of (a) the Class A Certificate Rate
and (b) the Class A Principal Funding Account Balance, if any, for such Monthly
Period.
"Class A Excess Investment Proceeds" shall mean, with respect
to any Monthly Period, an amount equal to the excess, if any, of (a) the Class A
Investment Proceeds for such Monthly Period over (b) the Class A Covered Amount
for such Monthly Period.
"Class A Expected Final Payment Date" shall mean the February
2003 Distribution Date.
"Class A Funding Account Shortfall" shall mean, with respect
to any Monthly Period, an amount equal to the excess, if any, of (a) the Class A
Covered Amount for such Monthly Period over (b) the Class A Investment Proceeds
for such Monthly Period.
"Class A Initial Invested Amount" shall mean the sum of the
aggregate initial principal amount of the Class A Certificates, which is
$625,000,000 on the Closing Date, and the aggregate initial principal amount of
any Additional Class A Certificates.
"Class A Interest Funding Account" shall have the meaning
specified in Section 4.04(a).
"Class A Interest Shortfall" shall have the meaning specified
in Section 4.02(a).
"Class A Invested Amount" shall mean, when used with respect
to any date, an amount equal to (a) the Class A Initial Invested Amount, minus
(b) the aggregate amount of principal payments made to Class A
Certificateholders prior to such date, minus (c) the Class A Principal Funding
Account Balance as of such date and minus (d) the excess, if any, of the
aggregate amount of Class A Investor Charge-Offs over Class A Investor
Charge-Offs reimbursed pursuant to Section 4.08(a) prior to such date; provided,
however, that the Class A Invested Amount may not be reduced below zero.
<PAGE>
9
"Class A Invested Percentage" shall mean, with respect to any
Distribution Date, the percentage equivalent of a fraction, the numerator of
which is the Class A Invested Amount as of the last day of the second preceding
Due Period and the denominator of which is the Invested Amount as of such last
day.
"Class A Investment Fee" shall mean zero.
"Class A Investment Proceeds" shall mean, with respect to any
Monthly Period, the aggregate amount of all interest and other investment income
(net of investment expenses) earned (and actually received by the Trustee on the
Distribution Date following such Monthly Period) on the Class A Principal
Funding Account Balance for such Monthly Period.
"Class A Investor Charge-Offs" shall have the meaning
specified in Section 4.08(a).
"Class A Investor Default Amount" shall mean, with respect to
any Distribution Date, an amount equal to the product of (a) the Allocable
Defaulted Amount for the related Due Period and (b) the Class A Invested
Percentage for such Distribution Date.
"Class A Monthly Interest" shall have the meaning specified in
Section 4.02(a).
"Class A Monthly Principal" shall have the meaning specified
in Section 4.03(a).
"Class A Monthly Servicing Fee" shall have the meaning
specified in Section 3.01.
"Class A Principal Draw Amount" shall have the meaning
specified in Section 4.11(h).
"Class A Principal Funding Account" shall have the meaning
specified in Section 4.04(b).
"Class A Principal Funding Account Balance" shall mean, with
respect to any Monthly Period, the principal amount, if any, on deposit in the
Class A Principal Funding Account on the last day of such Monthly Period.
"Class B Additional Interest" shall have the meaning specified
in Section 4.02(b).
<PAGE>
10
"Class B Allocable Share" shall mean, for each Distribution
Date with respect to a Monthly Period, the product of (i) Reallocated Investor
Finance Charge Collections deposited in the Collection Account for such
Distribution Date and (ii) the Class B Invested Percentage for such Distribution
Date.
"Class B Certificate Rate" shall mean 5.95% per annum,
calculated on the basis of a 360-day year of twelve 30-day months.
"Class B Certificateholder" shall mean the Person in whose
name a Class B Certificate is registered in the Certificate Register.
"Class B Certificateholders' Interest" shall mean that portion
of the Certificateholders' Interest evidenced by the Class B Certificates.
"Class B Certificates" shall mean any one of the certificates
executed by the Banks and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A-2. For the avoidance of doubt, the term
"Class B Certificates" when used in this Series Supplement shall include any
Additional Class B Certificates.
"Class B Expected Final Payment Date" shall mean the February
2003 Distribution Date.
"Class B Initial Invested Amount" shall mean the sum of the
aggregate initial principal amount of the Class B Certificates, which is
$40,000,000 on the Closing Date, and the aggregate initial principal amount of
any Additional Class B Certificates.
"Class B Interest Funding Account" shall have the meaning
specified in Section 4.04(a).
"Class B Interest Shortfall" shall have the meaning specified
in Section 4.02(b).
"Class B Invested Amount" shall mean, when used with respect
to any date, an amount equal to (a) the Class B Initial Invested Amount, minus
(b) the aggregate amount of principal payments made to Class B
Certificateholders prior to such date (other than any principal payments made to
Class B Certificateholders from the proceeds of a Reimbursement Draw Amount
pursuant to Section 4.11(f)), minus (c) the aggregate amount of Class B Investor
Charge-Offs for all prior Distribution Dates pursuant to Section 4.08(b), minus
(d) the aggregate amount of Subordinated Principal Collections allocated on all
prior Distribution Dates pursuant to Section 4.10(a) (excluding any Subordinated
Principal Collections that have resulted in a reduction in the CCA Invested
Amount pursuant to Section 4.08(c)), minus (e) an amount equal to the amount by
which the Class B Invested Amount has been reduced on all prior Distribution
Dates pursuant to Section 4.08(a), and plus (f) the sum of (i) the aggregate
amount of any Allocable Miscellaneous Payments allocated and available on all
prior Distribution Dates pursuant to Section 4.08(b)(i) and (ii) the amount of
Excess Finance Charge Collections allocated and available on all prior
Distribution Dates pursuant to Section 4.09(f), for the purpose of reimbursing
amounts deducted pursuant to the foregoing clauses (c), (d) and (e); provided,
however, that the Class B Invested Amount may not be reduced below zero.
<PAGE>
11
"Class B Invested Percentage" shall mean, with respect to any
Distribution Date, the percentage equivalent of a fraction, the numerator of
which is the Class B Invested Amount as of the last day of the second preceding
Due Period and the denominator of which is the Invested Amount as of such last
day.
"Class B Investor Charge-Offs" shall have the meaning
specified in Section 4.08(b).
"Class B Investor Default Amount" shall mean, with respect to
any Distribution Date, an amount equal to the product of (a) the Allocable
Defaulted Amount for the related Due Period and (b) the Class B Invested
Percentage for such Distribution Date.
"Class B Monthly Interest" shall have the meaning specified in
Section 4.02(b).
"Class B Monthly Principal" shall have the meaning specified
in Section 4.03(b).
"Class B Monthly Servicing Fee" shall have the meaning
specified in Section 3.01.
"Class B Principal Commencement Date" shall mean the
Distribution Date on which the Class A Invested Amount is to be paid in full.
"Class B Principal Draw Amount" shall have the meaning
specified in Section 4.11(h).
"Closing Date" shall mean January 29, 1998.
<PAGE>
12
"Controlled Amortization Amount" shall mean $56,818,182;
provided that after any Additional Issuance Date, or if the commencement of the
Accumulation Period is postponed pursuant to Section 7.03, the Controlled
Amortization Amount shall mean the amount to be specified on such Additional
Issuance Date or on the date on which the Accumulation Period is postponed, as
applicable; provided further, that if the commencement of the Accumulation
Period is postponed pursuant to Section 7.03, the Controlled Amortization Amount
for each Monthly Period shall be no greater than the Accumulation Period Amount
for such Monthly Period and no less than the lesser of (a) the Accumulation
Period Amount for such Monthly Period and (b) one-eleventh of the Class A
Initial Invested Amount; provided, however, that the sum of the Controlled
Amortization Amounts for all Monthly Periods during the postponed Accumulation
Period shall not be less than the Class A Initial Invested Amount.
"Controlled Distribution Amount" shall mean, for any
Distribution Date with respect to a Monthly Period, an amount equal to the sum
of the Controlled Amortization Amount and any existing Deficit Controlled
Amortization Amount.
"Cumulative Excess Interest Amount" shall mean, with respect
to any Distribution Date, an amount equal to the sum of (a) the Excess Interest
Amount with respect to such Distribution Date and (b) the aggregate Excess
Interest Amounts with respect to prior Distribution Dates which have not been
deposited in the Class B Interest Funding Account pursuant to Section 4.09(c) or
4.11(d); provided, however, that with respect to the first Distribution Date,
the Cumulative Excess Interest Amount shall be zero.
"Cut-Off Date" shall mean January 27, 1998.
"Default Draw Amount" shall have the meaning specified in
Section 4.11(e).
"Deficit Controlled Amortization Amount" shall mean (a) on the
first Distribution Date with respect to the Accumulation Period, the excess, if
any, of the Controlled Amortization Amount over the amount distributed from the
Collection Account as Class A Monthly Principal for such Distribution Date and
(b) on each subsequent Distribution Date with respect to the Accumulation
Period, the excess, if any, of the Controlled Amortization Amount plus any then
existing Deficit Controlled Amortization Amount over the amount distributed from
the Collection Account as Class A Monthly Principal for such Distribution Date.
<PAGE>
13
"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).
"Distribution Date" shall mean the seventh day of each
calendar month, or if such seventh day is not a Business Day, the next
succeeding Business Day, commencing March 9, 1998.
"Early Amortization Period" shall mean the period beginning at
the close of business on the Business Day immediately preceding the day on which
an Amortization Event with respect to Series 1998-3 is deemed to have occurred,
and ending upon the earlier to occur of (i) the payment in full to the Class A
Certificateholders and the Class B Certificateholders of the Class A Invested
Amount and the Class B Invested Amount, respectively, and the payment in full to
the Cash Collateral Depositor and each Additional Cash Collateral Depositor of
the CCA Invested Amount, if any, and (ii) the Termination Date.
"Economic Amortization Event" shall mean an Amortization Event
set forth in Section 6.01(c) or (e).
"Economic Special Payment Date" shall mean the Special Payment
Date falling in the Due Period following the Due Period in which an Economic
Amortization Event is deemed to have occurred.
"Excess Finance Charge Collections" shall mean, with respect
to any Distribution Date, the sum of the amounts, if any, specified pursuant to
Section 4.06(a)(v) or (c)(v) and (b)(iii) or (d)(iii), as the case may be, with
respect to such Distribution Date.
"Excess Interest Amount" shall mean, with respect to any
Distribution Date, an amount equal to one-twelfth of the product of (a) (i) the
outstanding principal balance of the Class B Certificates as of the preceding
Distribution Date (after subtracting therefrom the aggregate amount of
distributions of Class B Monthly Principal made to the Class B
Certificateholders on or before such preceding Distribution Date) minus (ii) the
Class B Invested Amount as of such preceding Distribution Date (after giving
effect to any increase or decrease in the Class B Invested Amount on such
preceding Distribution Date) and (b) the Class B Certificate Rate; provided,
however, that with respect to the first Distribution Date, the Excess Interest
Amount shall be zero.
<PAGE>
14
"Excluded Series" shall mean Series 1995-7 and any other
Series designated in the related Supplement as an Excluded Series.
"Expected Monthly Principal" shall be equal to the product of
(i) the lowest of the monthly principal payment rates expressed as a decimal for
the 12 months preceding the date of such calculation and (ii) the initial
invested amounts of all outstanding Series, other than Excluded Series (except
if an Amortization Event has occurred with respect to such Excluded Series).
"Fixed Accumulation Series" shall mean each outstanding
Series, other than Excluded Series, for which, pursuant to the terms of the
related Supplement, the commencement date of the Accumulation Period may not be
changed at the option of the Servicer.
"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 sum of the Invested Amount
and the CCA Invested Amount, if any, as of the first day of such Due Period and
the denominator of which is the product of (a) the total amount of Principal
Receivables in the Trust as of the last day of the immediately preceding Due
Period and (b) the Series 1998-3 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 Initial Invested Amount and the
denominator of which is the product of (x) the total amount of Principal
Receivables in the Trust on the Cut-Off Date and (y) the Series 1998-3
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 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.
"Gross Amount" shall mean, for each Distribution Date with
respect to a Monthly Period, the sum of (a) the Gross Amount Allocation
Percentage of Allocable Finance Charge Collections for the Due Period
immediately preceding such Distribution Date, (b) Reallocated Investor Finance
Charge Collections for such Distribution Date and (c) the Class A Excess
Investment Proceeds for such Distribution Date, if any.
<PAGE>
15
"Gross Amount Allocation Percentage" shall mean 100% minus
the Floating Allocation Percentage.
"Group One" shall mean Series 1998-3 and each other Series
specified in the related Supplement to be included in Group One.
"Group One Investor Additional Amounts" shall mean, with
respect to any Distribution Date, the sum of (a) Series 1998-3 Additional
Amounts for such Distribution Date and (b) for all other Series included in
Group One, the sum of (i) the aggregate net amount by which the invested amounts
of the Investor Certificates of such Series have been reduced as a result of
investor charge-offs, subordination of principal collections and funding the
investor default amounts in respect of any Class of such Series as of such
Distribution Date and (ii) if the applicable Supplements so provide, the
aggregate unpaid amount of interest at the applicable certificate rates that has
accrued on the amounts described in the preceding clause (i) for such
Distribution Date.
"Group One Investor Default Amount" shall mean, with respect
to any Distribution Date, the sum of (a) the Series 1998-3 Default Amount for
such Distribution Date and (b) the aggregate amount of the investor default
amounts for all other Series included in Group One for such Distribution Date.
"Group One Investor Finance Charge Collections" shall mean,
with respect to any Distribution Date, the sum of (a) Investor Finance Charge
Collections for such Distribution Date and (b) the aggregate amount of the
investor finance charge collections for all other Series included in Group One
for such Distribution Date.
"Group One Investor Monthly Fees" shall mean, with respect to
any Distribution Date, the sum of (a) Series 1998-3 Monthly Fees for such
Distribution Date and (b) the aggregate amount of the servicing fees, investor
fees, fees payable to any Series Enhancer and any other similar fees, which are
payable out of reallocated investor finance charge collections pursuant to the
related Supplements, for all other Series included in Group One for such
Distribution Date.
"Group One Investor Monthly Interest" shall mean, with respect
to any Distribution Date, the sum of (a) Series 1998-3 Monthly Interest for such
Distribution Date and (b) the aggregate amount of monthly interest, including
overdue monthly interest and interest on such overdue monthly interest, if
applicable, for all other Series included in Group One for such Distribution
Date.
<PAGE>
16
"Initial Additional Cash Collateral Amount" shall mean the
aggregate amount of additional credit enhancement provided by each Additional
Cash Collateral Depositor for the benefit of the Series 1998-3 Certificates on
the related Additional Issuance Date.
"Initial Cash Collateral Amount" shall mean the sum of (x)
$46,550,000 and (y) the aggregate amount of any additional credit enhancement
provided by the Cash Collateral Depositor for the benefit of the Series 1998-3
Certificates on each Additional Issuance Date.
"Initial Class B Additional Collateral Amount" shall mean the
aggregate amount of any additional credit enhancement provided by each
Additional Cash Collateral Depositor solely for the Class B Certificates on the
related Additional Issuance Date.
"Initial Class B Collateral Amount" shall mean the sum of (x)
$13,300,000 and (y) the aggregate amount of any additional credit enhancement
provided by the Cash Collateral Depositor solely for the Class B Certificates on
each Additional Issuance Date.
"Initial Class B Enhancement Amount" shall mean the sum of the
Initial Class B Collateral Amount and the Initial Class B Additional Collateral
Amount.
"Initial Invested Amount" shall mean the sum of the Class A
Initial Invested Amount and the Class B Initial Invested Amount.
"Initial Shared Additional Collateral Amount" shall mean the
aggregate amount of any additional credit enhancement provided by each
Additional Cash Collateral Depositor to be shared by the Class A Certificates
and the Class B Certificates on the related Additional Issuance Date.
"Initial Shared Collateral Amount" shall mean the sum of (x)
$33,250,000 and (y) the aggregate amount of any additional credit enhancement
provided by the Cash Collateral Depositor to be shared by the Class A
Certificates and the Class B Certificates on each Additional Issuance Date.
<PAGE>
17
"Initial Shared Enhancement Amount" shall mean the sum of the
Initial Shared Collateral Amount and the Initial Shared Additional Collateral
Amount.
"Interest Draw Amount" shall have the meaning specified in
Section 4.11(d).
"Interest Funding Accounts" shall mean the Class A Interest
Funding Account and the Class B Interest Funding Account.
"Interest Payment Date" shall mean the seventh day of each
February and August (or, if such day is not a Business Day, the next succeeding
Business Day), commencing on the August 1998 Distribution Date.
"Interest Period" shall mean, with respect to any Payment
Date, the period from and including the Payment Date immediately preceding such
Payment Date (or, in the case of the first Payment Date, from and including the
Closing Date) to but excluding such Payment Date.
"Invested Amount" shall mean, when used with respect to any
date, an amount equal to the sum of (a) the Class A Invested Amount as of such
date and (b) the Class B Invested Amount as of such date; provided, however, for
purposes of Section 4.12(c) and Section 7.01, "Invested Amount" shall mean, when
used with respect to any date, an amount equal to the sum of (i) the Class A
Invested Amount as of such date, (ii) the Class B Invested Amount as of such
date and (iii) the CCA Invested Amount, if any, as of such date.
"Investor Charge-Offs" shall mean, with respect to any Due
Period, the Class A Investor Charge-Offs for such Due Period and the Class B
Investor Charge-Offs for such Due Period.
"Investor Finance Charge Collections" shall mean, with respect
to any Distribution Date, an amount equal to (a) the product of (i) the Floating
Allocation Percentage for the related Due Period and (ii) Allocable Finance
Charge Collections deposited in the Collection Account for the related Due
Period, minus (b) the aggregate amount of Servicer Interchange for the related
Due Period.
"Investor Principal Collections" shall mean, with respect to
any Distribution Date, the sum of (a) the Floating Allocation Percentage, with
respect to the Revolving Period, or the Principal Allocation Percentage, with
respect to the Accumulation Period or the Early Amortization Period, of
Allocable Principal Collections deposited in the Collection Account for the
related Due Period (or any partial Due Period which occurs as the first Due
Period during the Early Amortization Period), (b) the amount, if any, of
Collections of Finance Charge Receivables and Excess Finance Charge Collections
to be distributed pursuant to Section 4.06(a)(ii) or (c)(ii), as the case may
be, on such Distribution Date and (c) the amount, if any, of Excess Finance
Charge Collections to be distributed pursuant to Sections 4.09(b), (d), (f), (h)
or (i) on such Distribution Date.
<PAGE>
18
"Loan Agreement" shall mean the agreement among the Banks, the
Trustee and the Cash Collateral Depositor, dated as of the date hereof, and as
may be amended from time to time.
"Monthly Period" shall mean each period beginning on and
including a Distribution Date and ending on and including the day preceding the
following Distribution Date; provided that the first Monthly Period shall begin
on the first Distribution Date with respect to the Accumulation Period and the
last Monthly Period shall end on the day preceding the last Distribution Date
with respect to the Accumulation Period.
"Net Servicing Fee Rate" shall mean (i) so long as Citibank
(South Dakota) or an Affiliate of Citibank (South Dakota) is the Servicer, 0.37%
per annum and (ii) if Citibank (South Dakota) or an Affiliate of Citibank (South
Dakota) is no longer the Servicer, 0.77% per annum.
"Payment Date" shall mean any Interest Payment Date and any
Special Payment Date.
"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 Adjusted Invested Amount as
of the last day of the Revolving Period and the denominator of which is the
product of (a) the total amount of Principal Receivables in the Trust as of the
last day of the immediately preceding Due Period and (b) the Series 1998-3
Allocation Percentage with respect to the Due Period in respect of which the
Principal Allocation Percentage is being determined; provided, however, that,
with respect to any Due Period in which a Lump Addition occurs or a removal of
Accounts pursuant to Section 2.10 of the Agreement occurs, the amount referred
to in clause (a) shall be the weighted average of the amount of Principal
Receivables in the Trust on the date on which such Lump Addition or removal of
Accounts occurs (after giving effect thereto) and the last day of the
immediately preceding Due Period.
<PAGE>
19
"Reallocated Investor Finance Charge Collections" shall mean
that portion of Group One Investor Finance Charge Collections allocated to
Series 1998-3 pursuant to Section 4.12.
"Reassignment Amount" shall mean, with respect to any
Distribution Date, after giving effect to any deposits and distributions
otherwise to be made on such Distribution Date, the sum of (i) the Invested
Amount on such Distribution Date, plus (ii) the CCA Invested Amount, if any, on
such Distribution Date, plus (iii) accrued and unpaid interest on the unpaid
balance of the Series 1998-3 Certificates (calculated on the basis of the
outstanding principal balance of the Class A Certificates and the Class B
Certificates at the Class A Certificate Rate and the Class B Certificate Rate,
respectively) through the day preceding such Distribution Date, plus (iv) the
amount of Additional Interest, if any, for such Distribution Date and any
Additional Interest previously due but not deposited into the Class A Interest
Funding Account or the Class B Interest Funding Account, as applicable, on a
prior Distribution Date.
"Reimbursement Draw Amount" shall have the meaning specified
in Section 4.11(f).
"Required Amount" shall have the meaning specified in Section
4.05.
"Required Draw Amount" shall have the meaning specified in
Section 4.11(c).
"Required Surplus Finance Charge Amount" shall mean, with
respect to any Due Period, an amount equal to one-twelfth of the product of (a)
the Invested Amount as of the last day of the immediately preceding Due Period
and (b) a decimal to be set by the Sellers, which shall initially equal zero
(and which shall never be less than zero); provided, however, that for purposes
of Section 2.01(b) such decimal shall at all times be deemed to be the decimal
as set by the Sellers plus 0.01. The Sellers may, from time to time, change the
decimal to be set for purposes of clause (b) upon notice to the Trustee, each
Rating Agency, the Cash Collateral Depositor and each Additional Cash Collateral
Depositor and, if such decimal is to be increased, upon delivery by each Seller
to the Trustee, the Cash Collateral Depositor and each Additional Cash
Collateral Depositor of a certificate of a Vice President or more senior officer
to the effect that such Seller reasonably believes that such increase will not
have an Adverse Effect and is not reasonably expected to have an Adverse Effect
at any time in the future.
<PAGE>
20
"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 Accumulation
Period commences and (b) the close of business on the day the Early Amortization
Period commences.
"Sellers Collateral Account" shall have the meaning specified
in Section 4.11(a).
"Sellers' Allocable Share" shall mean, for each Distribution
Date with respect to a Monthly Period, the Gross Amount for such Distribution
Date less the sum of (a) the Class A Allocable Share for such Distribution Date
and (b) the Class B Allocable Share for such Distribution Date.
"Sellers' Percentage" shall mean 100% minus (a) the Floating
Allocation Percentage, when used with respect to Finance Charge Receivables and
Defaulted Receivables and Principal Receivables during the Revolving Period, and
(b) the Principal Allocation Percentage, when used with respect to Principal
Receivables during the Accumulation Period and the Early Amortization Period.
"Series 1998-3" or "Series 1998-3 Certificates" shall mean the
Series of Investor Certificates (including any Additional Investor
Certificates), the terms of which are specified in this Series Supplement.
"Series 1998-3 Accounts" shall have the meaning set forth in
Section 4.04(c).
"Series 1998-3 Additional Amounts" shall mean, with respect to
any Distribution Date, the sum of the amounts determined pursuant to Sections
4.09(b), (c)(ii), (f) and (i) for such Distribution Date.
"Series 1998-3 Allocation Percentage" shall mean the Series
Allocation Percentage with respect to Series 1998-3.
"Series 1998-3 Certificateholders" shall mean the Holders of
Series 1998-3 Certificates.
<PAGE>
21
"Series 1998-3 Certificateholders' Interest" shall mean the
Class A Certificateholders' Interest and the Class B Certificateholders'
Interest.
"Series 1998-3 Default Amount" shall mean, with respect to any
Distribution Date, an amount equal to the Allocable Defaulted Amount for the
related Due Period.
"Series 1998-3 Excess Principal Collections" shall mean that
portion of Excess Principal Collections allocated to Series 1998-3 pursuant to
Section 4.13.
"Series 1998-3 Monthly Fees" shall mean, with respect to any
Distribution Date, the sum of (a) the amount determined pursuant to Section
4.09(g) and (b) (i) for any Distribution Date with respect to the Revolving
Period or the Early Amortization Period, the amounts determined pursuant to
Section 4.06(a)(iii), Section 4.06(b)(ii) and Section 4.09(e), (ii) for any
Distribution Date with respect to any Monthly Period, the amounts determined
pursuant to Section 4.06(c)(iii) and Section 4.06(d)(ii), or (iii) for any
Distribution Date from and including the March 2002 Distribution Date, to and
including the Distribution Date immediately preceding the Class A Expected Final
Payment Date, the amounts determined pursuant to Section 4.06(a)(iv) and Section
4.06(c)(iv).
"Series 1998-3 Monthly Interest" shall mean (a) for any
Distribution Date with respect to the Revolving Period or the Early Amortization
Period, the amounts determined pursuant to Section 4.06(a)(i) and (b)(i) and any
CCA Monthly Interest for such Distribution Date or (b) for any Distribution Date
with respect to any Monthly Period, the amounts determined pursuant to Section
4.06(c)(i) and (d)(i) (excluding any amounts relating to the Class A Funding
Account Shortfall).
"Series 1998-3 Principal Shortfall" shall have the meaning
specified in Section 4.13.
"Series Supplement" shall mean this Series Supplement as
amended and supplemented from time to time, including without limitation,
pursuant to Section 7.02.
"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 sum of the Invested Amount and the CCA Invested
Amount, if any, as of the last day of the preceding Due Period and (ii) 1.50%.
<PAGE>
22
"Servicing Fee" shall have the meaning specified in Section
3.01.
"Servicing Fee Rate" shall mean 2.27% per annum.
"Special Draw Amount" shall have the meaning specified in
Section 4.11(g).
"Special Payment Date" shall mean each Distribution Date with
respect to the Early Amortization Period.
"Subordinated Principal Collections" shall mean, with respect
to each Distribution Date, the product of (a) the Floating Allocation
Percentage, with respect to the Revolving Period, or the Principal Allocation
Percentage, with respect to the Accumulation Period or the Early Amortization
Period, of Allocable Principal Collections deposited in the Collection Account
for the related Due Period (or any partial Due Period which occurs as the first
Due Period during the Early Amortization Period) and (b) the Class B Invested
Percentage for such Distribution Date.
"Subordinated Series" shall mean any Series which, pursuant to
the terms of the related Supplement, is subordinated in any manner to the Series
1998-3 Certificates.
"Subordinated Series Reallocated Principal Collections" shall
mean, with respect to any Distribution Date, 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 1998-3 and
treated as a portion of Available Investor Principal Collections for such
Distribution Date.
"Surplus Finance Charge Collections" shall mean, with respect
to any Due Period, the amount of (a) Reallocated Investor Finance Charge
Collections for the related Distribution Date minus (b) the sum of the amounts
(but not including any amounts relating to any Class A Funding Account Shortfall
in any such case), without duplication, determined pursuant to (x) Section
4.06(a)(i), (ii), (iii) and (iv) or Section 4.06(c)(i), (ii), (iii) and (iv), as
applicable, (y) Section 4.06(b)(i) and (ii) or Section 4.06(d)(i) and (ii), as
applicable, and (z) Section 4.09(a), (b), (c), (d), (e), (f), (g), (h) and (i)
(which determination shall be made without regard to whether such amounts are
actually paid pursuant to Section 4.06 or Section 4.09).
<PAGE>
23
"Termination Date" shall mean the February 2005 Distribution
Date.
"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 1998-3.
"Total Draw Amount" shall have the meaning specified in
Section 4.11(i).
"Variable Accumulation Series" shall mean each outstanding
Series, other than Series 1998-3 and Excluded Series, which is not a Fixed
Accumulation Series.
(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 1998-3 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, (ii)
adversely affect the amount of distributions to be made to the Class A
Certificateholders or the Class B Certificateholders or with respect to the CCA
Invested Amount, if any, pursuant to this Series Supplement or the timing of
such distributions or (iii) result at any time in the future in the amount of
Surplus Finance Charge Collections averaged over any three consecutive Due
Periods not being in excess of the Required Surplus Finance Charge Amount for
the last of such three consecutive Due Periods.
(c) Notwithstanding anything to the contrary in this Series
Supplement or the Agreement, the term "Rating Agency" shall mean, whenever used
in this Series Supplement or the Agreement with respect to Series 1998-3,
Moody's and Standard & Poor's. As used in this Series Supplement and in the
Agreement with respect to Series 1998-3 (including, without limitation, for
purposes of the investment of funds in the Cash Collateral Account up to the
Available Shared Enhancement Amount on any date), "highest investment category"
shall mean (i) in the case of Standard & Poor's, A-1+ or AAA, as applicable, and
(ii) in the case of Moody's, P-1 or Aaa, as applicable; provided, however,
notwithstanding any provision of the Agreement or this Series Supplement, for
purposes of the investment of funds in the Cash Collateral Account (but only to
the extent such funds exceed the Available Shared Enhancement Amount on any
date) and the Class B Interest Funding Account, "highest investment category" as
used in the definition of "Eligible Investments" shall mean (i) in the case of
Standard & Poor's, A-1, A-1+ or AAA, as applicable, and (ii) in the case of
Moody's, P-1 or Aaa, as applicable.
<PAGE>
24
(d) All capitalized terms used herein and not otherwise
defined herein have the meanings ascribed to them in the Agreement.
(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) The term "pro rata" when used in this Series Supplement
with respect to the Cash Collateral Depositor and each Additional Cash
Collateral Depositor (or the Cash Collateral Account and each Additional Cash
Collateral Account, as applicable) shall mean proportionately according to a
share or interest in favor of the Cash Collateral Depositor (or the Cash
Collateral Account) equal to the percentage equivalent of a fraction, the
numerator of which is the Invested Amount (before giving effect to any
Additional Issuance with respect to which the Cash Collateral Depositor has not
provided additional Series Enhancement) and the denominator of which is the
Invested Amount (after giving effect to all Additional Issuances through such
date of determination) and a share or interest in favor of each Additional Cash
Collateral Depositor (or the related Additional Cash Collateral Account) equal
to the percentage equivalent of a fraction, the numerator of which is the
increase in the Invested Amount with respect to which such Additional Cash
Collateral Depositor has provided additional Series Enhancement as a result of
the related Additional Issuance and the denominator of which is the Invested
Amount (after giving effect to all Additional Issuances through such date of
determination).
(g) Notwithstanding any provision of the Agreement or this
Series Supplement, the term "Eligible Institution", when used in the Agreement
with respect to Series 1998-3 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
<PAGE>
25
certificate of deposit rating of P-1 by Moody's and (b) has (i) in
the case of the Collection Account, if such depository institution is an
Affiliate of Citicorp, a certificate of deposit rating of A-1 or better by
Standard & Poor's or (ii) for any other depository institution (or for any
Affiliate of Citicorp, in the case of any Series Account), either (x) a
long-term unsecured debt rating of AAA by Standard & Poor's or (y) a certificate
of deposit rating of A-1+ by Standard & Poor's; provided, however, that
"Eligible Institution" as such term is applied to a separate Cash Collateral
Account established exclusively for the deposit of the Initial Class B
Collateral Amount shall have the meaning stated above except that such
institution is required, with respect to Standard & Poor's, to have either a
long-term unsecured debt rating of at least A or a certificate of deposit rating
of at least A-1. However, any deposit account established exclusively for the
deposit of all or a portion of the Initial Class B Collateral Amount shall not
otherwise be considered to be separate from the deposit account containing the
related amount of the Initial Shared Collateral Amount and the two together
shall constitute one Cash Collateral Account for the purposes of this
Supplement.
Section 2.02. Amendment to Definition of "Series Adjusted
Invested Amount". (a) Notwithstanding any provision of the Agreement or this
Series Supplement, the term "Series Adjusted Invested Amount" or "Adjusted
Invested Amount", when used in the Agreement or this Series Supplement with
respect to Series 1998-3, shall mean, for any Due Period, the initial principal
amount of the Series 1998-3 Certificates (including the initial principal amount
of any Additional Investor Certificates issued through such Due Period) after
subtracting therefrom the excess, if any, of the cumulative amount of Investor
Charge-Offs as of the last day of the immediately preceding Due Period over the
aggregate reimbursement of Investor Charge-Offs as of such last day.
(b) Each of the Sellers hereby represents and warrants to the
Trustee as of the date of this Series Supplement that, on or prior to 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).
<PAGE>
26
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 any Due Period (or portion thereof) occurring
prior to the earlier of the first Distribution Date following the Termination
Date and the first Distribution Date on which the Invested Amount and the CCA
Invested Amount, if any, are 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 1998-3 Certificateholders
with respect to such Due Period.
The share of the Servicing Fee allocable to the Class A
Certificateholders (after giving effect to the distribution of Servicer
Interchange, if any, to the Servicer) with respect to any Distribution Date (the
"Class A Monthly Servicing Fee") shall be equal to one-twelfth of the product of
(a) the Net Servicing Fee Rate, (b) the sum of the Invested Amount and the CCA
Invested Amount, if any, as of the last day of the Due Period second preceding
such Distribution Date and (c) the Class A Invested Percentage with respect to
such Distribution Date; provided, however, with respect to the first
Distribution Date, the Class A Monthly Servicing Fee shall be equal to the
Servicing Fee accrued on the Class A Initial 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 and provided further, that with respect to the first Distribution
Date of the related Due Period in which an Additional Issuance Date occurs the
Class A Monthly Servicing Fee shall be increased by an amount equal to the
product of (a) the Net Servicing Fee Rate, (b) a fraction, the numerator of
which is 30 minus the actual number of days in the period from and including the
seventh day of the calendar month in which such Additional Issuance Date occurs
to but excluding such Additional Issuance Date and the denominator of which is
360, times (c) the increase in the Invested Amount after giving effect to the
related Additional Issuance and (d) the Class A Invested Percentage with respect
to such Distribution Date. The share of the Servicing Fee allocable to the Class
B Certificateholders (after giving effect to the distribution of Servicer
Interchange, if any, to the
<PAGE>
27
Servicer) with respect to any Distribution Date (the "Class B Monthly Servicing
Fee") shall be equal to one-twelfth of the product of (a) the Net Servicing Fee
Rate, (b) the sum of the Invested Amount and the CCA Invested Amount, if any, as
of the last day of the Due Period second preceding such Distribution Date and
(c) the Class B Invested Percentage with respect to such Distribution Date;
provided, however, with respect to the first Distribution Date, the Class B
Monthly Servicing Fee shall be equal to the Servicing Fee accrued on the Class B
Initial 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 and provided further, that with
respect to the first Distribution Date of the related Due Period in which an
Additional Issuance Date occurs, the Class B Monthly Servicing Fee shall be
increased by an amount equal to the product of (a) the Net Servicing Fee Rate,
(b) a fraction, the numerator of which is 30 minus the actual number of days in
the period from and including the seventh day of the calendar month in which
such Additional Issuance Date occurs to but excluding such Additional Issuance
Date and the denominator of which is 360, times (c) the increase in the Invested
Amount after giving effect to the related Additional Issuance and (d) the Class
B Invested Percentage with respect to such Distribution Date. The share of the
Servicing Fee allocable, on a pro rata basis, to the Cash Collateral Depositor
and each Additional Cash Collateral Depositor (after giving effect to the
distribution of Servicer Interchange, if any, to the Servicer) with respect to
any Distribution Date relating to the Early Amortization Period, following the
Distribution Date on which the Class A Invested Amount and the Class B Invested
Amount are paid in full (the "CCA Monthly Servicing Fee"), shall be equal to
one-twelfth of the product of (a) the Net Servicing Fee Rate and (b) the CCA
Invested Amount, if any, as of the last day of the Due Period second preceding
such Distribution Date.
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 1998-3
Allocation Percentage for the related Due Period. In no event shall the Trust,
the Trustee, the Series 1998-3 Certificate-holders, the Cash Collateral
Depositor or any Additional Cash Collateral Depositor be liable for the share of
the Servicing Fee to be paid by the Sellers.
<PAGE>
28
The (i) Class A Monthly Servicing Fee shall be payable to the
Servicer solely to the extent amounts are available for distribution pursuant to
Section 4.06(a)(iii) or (c)(iii), as the case may be, (ii) Class B Monthly
Servicing Fee shall be payable to the Servicer solely to the extent amounts are
available for distribution pursuant to Section 4.06(b)(ii) or (d)(ii), as the
case may be, and (iii) CCA Monthly Servicing Fee shall be payable to the
Servicer solely to the extent amounts are available for distribution pursuant to
Section 4.09(e).
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 1998-3; 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 1998-3.
ARTICLE IV
Rights of Series 1998-3 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 1998-3 pursuant to Article IV of the
Agreement (and, as described herein, Collections of Finance Charge Receivables
reallocated from other Series in Group One) shall be allocated and distributed
or reallocated as set forth in this Article.
(b) Payments to Sellers. The Servicer shall withdraw from the
Collection Account and pay to the Sellers on the dates set forth below the
following amounts:
(i) on Deposit Dates with respect to the Revolving Period and
the Early Amortization Period:
(A) an amount equal to the Sellers' Percentage for
the related Due Period of Allocable Finance Charge
Collections, minus, 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
<PAGE>
29
(B) an amount equal to the Sellers' Percentage for
the related Due Period of Allocable Principal Collections, if
the Sellers' Participation Amount (determined after giving
effect to any Principal Receivables transferred to the Trust
on such Deposit Date) exceeds zero; and
(ii) on Deposit Dates with respect to any Monthly Period:
(A) an amount equal to the Sellers' Allocable Share
for the related Distribution Date, minus, 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
(B) an amount equal to the Sellers' Percentage for
the related Due Period of Allocable Principal Collections, if
the Sellers' Participation Amount (determined after giving
effect to any Principal Receivables transferred to the Trust
on such Deposit Date) exceeds zero.
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 1998-3 Certificateholders' Interest pursuant to
Section 7.01 of this Series Supplement and proceeds from the sale, disposition
or liquidation of Receivables pursuant to Section 9.02 or 12.02 of the
Agreement.
<PAGE>
30
Section 4.02. Determination of Monthly Interest. (a) The
amount of monthly interest ("Class A Monthly Interest") distributable from the
Collection Account with respect to the Class A Certificates on any Distribution
Date shall be an amount equal to one-twelfth of the product of (i) the Class A
Certificate Rate and (ii) the outstanding principal balance of the Class A
Certificates as of the close of business on the preceding Distribution Date
(after giving effect to any distribution of Class A Monthly Principal on such
preceding Distribution Date), minus, for each Distribution Date with respect to
the Accumulation Period, the aggregate amount of all deposits of Class A Monthly
Principal previously made to the Class A Principal Funding Account; provided,
however, with respect to the first Distribution Date, Class A Monthly Interest
shall be equal to $805,555.56; and provided further, that with respect to the
first Distribution Date of the related Due Period in which an Additional
Issuance Date occurs, Class A Monthly Interest shall be increased by the amount
of interest accrued and payable at the Class A Certificate Rate on the principal
amount of Additional Class A Certificates through but excluding such
Distribution Date. Class A Monthly Interest shall be calculated on the basis of
a 360-day year of twelve 30-day months.
On the Determination Date preceding each Payment Date, the
Servicer shall determine the excess, if any (the "Class A Interest Shortfall")
of (x) the aggregate Class A Monthly Interest plus the aggregate Class A Covered
Amount for the Interest Period applicable to such Payment Date over (y) the
amount which will be on deposit in the Class A Interest Funding Account on such
Payment Date. If the Class A Interest Shortfall with respect to any Payment Date
is greater than zero, an additional amount ("Class A Additional Interest") equal
to one-twelfth of the product of (i) the Class A Certificate Rate and (ii) such
Class A Interest Shortfall (or the portion thereof which has not been paid to
Class A Certificateholders) shall be payable as provided herein with respect to
the Class A Certificates on each Distribution Date following such Payment Date
to and including the Payment Date on which such Class A Interest Shortfall is
paid to Class A Certificateholders. Notwithstanding anything to the contrary
herein, Class A Additional Interest shall be payable or distributed to Class A
Certificateholders only to the extent permitted by applicable law.
(b) The amount of monthly interest ("Class B Monthly
Interest") distributable from the Collection Account with respect to the Class B
Certificates on any Distribution Date shall be an amount equal to one-twelfth of
the product of (i) the Class B Certificate Rate and (ii) the Class B Invested
Amount as of the close of business on the preceding Distribution Date (after
giving effect to any increase or decrease of the Class B Invested Amount on such
preceding Distribution Date); provided, however, with respect to the first
Distribution Date, Class B Monthly Interest shall be equal to $52,888.89; and
provided further, that with respect to the first Distribution Date of the
related Due Period in which an Additional Issuance Date occurs, Class B Monthly
Interest shall be increased by the amount of interest accrued and payable at the
Class B Certificate Rate on the principal amount of Additional Class B
Certificates through but excluding such Distribution Date. Class B Monthly
Interest shall be calculated on the basis of a 360-day year of twelve 30-day
months.
<PAGE>
31
On the Determination Date preceding each Payment Date, the
Servicer shall determine the excess, if any (the "Class B Interest Shortfall"),
of (x) the aggregate Class B Monthly Interest for the Interest Period applicable
to such Payment Date over (y) the amount which will be on deposit in the Class B
Interest Funding Account on such Payment Date. If the Class B Interest Shortfall
with respect to any Payment Date is greater than zero, an additional amount
("Class B Additional Interest") equal to one-twelfth of the product of (i) the
Class B Certificate Rate and (ii) such Class B Interest Shortfall (or the
portion thereof which has not been paid to Class B Certificateholders) shall be
payable as provided herein with respect to the Class B Certificates on each
Distribution Date following such Payment Date to and including the Payment Date
on which such Class B Interest Shortfall is paid to Class B Certificateholders.
Notwithstanding anything to the contrary herein, Class B Additional Interest
shall be payable or distributed to Class B Certificateholders only to the extent
permitted by applicable law.
Section 4.03. Determination of Monthly Principal. (a) The
amount of monthly principal ("Class A Monthly Principal") distributable from the
Collection Account with respect to the Class A Certificates on each Distribution
Date beginning with the first to occur of (i) the first Special Payment Date, if
any, and (ii) the first Distribution Date to occur with respect to the
Accumulation Period, shall be equal to the Available Investor Principal
Collections on deposit in the Collection Account with respect to such
Distribution Date; provided, however, that for each Distribution Date with
respect to any Monthly Period, Class A Monthly Principal shall not exceed the
Controlled Distribution Amount for such Distribution Date; and provided further
that Class A Monthly Principal shall not exceed the Class A Invested Amount.
(b) The amount of monthly principal ("Class B Monthly
Principal") distributable from the Collection Account with respect to the Class
B Certificates on each Distribution Date beginning with the Class B Principal
Commencement Date, shall be equal to the Available Investor Principal
Collections on deposit in the Collection Account with respect to such
Distribution Date (minus the portion of such Available Investor Principal
Collections applied to Class A Monthly Principal on such Distribution Date);
provided, however, that Class B Monthly Principal shall not exceed the Class B
Invested Amount.
<PAGE>
32
Section 4.04. Establishment of Funding Accounts. (a) (i) The
Servicer, for the benefit of the Class A Certificateholders, shall establish and
maintain in the name of the Trustee, on behalf of the Trust, an Eligible Deposit
Account (the "Class A Interest Funding Account"), bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Class A Certificateholders. The Class A Interest Funding Account shall initially
be established with Citibank, N.A.
(ii) The Servicer, for the benefit of the Class B
Certificateholders, shall establish and maintain in the name of the Trustee, on
behalf of the Trust, an Eligible Deposit Account (the "Class B Interest Funding
Account"), bearing a designation clearly indicating that the funds deposited
therein are held for the benefit of the Class B Certificateholders. The Class B
Interest Funding Account shall initially be established with Citibank, N.A.
(iii) Funds on deposit in the Interest Funding Accounts shall
be invested by the Servicer on behalf of the Trustee in Eligible Investments
selected by the Servicer. All such Eligible Investments shall be held by the
Trustee for the benefit of the Class A Certificateholders or the Class B
Certificateholders, as applicable; provided that on each Distribution Date, all
interest and other investment earnings (net of losses and investment expenses)
on funds on deposit in the Interest Funding Accounts shall be paid to the
Sellers. Funds deposited in the Interest Funding Accounts on any Distribution
Date (which are not distributed to Class A Certificateholders or Class B
Certificateholders, as applicable, pursuant to Section 4.07 on such Distribution
Date) shall be invested in Eligible Investments that will mature so that such
funds will be available at the close of business on the Transfer Date preceding
the following Distribution Date. Funds deposited in either Interest Funding
Account on a Transfer Date (which immediately precedes a Payment Date) upon the
maturity of any Eligible Investments are not required to be invested overnight.
<PAGE>
33
(b) (i) The Servicer, for the benefit of the Class A
Certificateholders, shall establish and maintain in the name of the Trustee, on
behalf of the Trust, an Eligible Deposit Account (the "Class A Principal Funding
Account"), bearing a designation clearly indicating that the funds deposited
therein are held for the benefit of the Class A Certificateholders. The Class A
Principal Funding Account shall initially be established with Citibank, N.A.
(ii) Funds on deposit in the Class A Principal Funding Account
shall be invested by the Servicer on behalf of the Trustee in Eligible
Investments selected by the Servicer. All such Eligible Investments shall be
held by the Trustee for the benefit of the Class A Certificateholders; provided
that on each Distribution Date all interest and other investment income (net of
investment expenses) on funds on deposit therein shall be applied as set forth
in clause (iii) below. Funds on deposit in the Class A Principal Funding Account
shall be invested in Eligible Investments that will mature so that such funds
will be available at the close of business on the Transfer Date preceding the
following Distribution Date. Funds deposited in the Class A Principal Funding
Account on a Transfer Date (which immediately precedes a Payment Date) upon the
maturity of any Eligible Investments are not required to be invested overnight.
(iii) On each Distribution Date with respect to the
Accumulation Period, the Servicer shall withdraw from the Class A Principal
Funding Account and deposit in the Class A Interest Funding Account all interest
and other investment income (net of investment expenses) on funds then on
deposit in the Class A Principal Funding Account; provided, however, that Class
A Excess Investment Proceeds, if any, with respect to any Distribution Date,
shall be deposited in the Collection Account and treated as a portion of the
Gross Amount.
(iv) Reinvested interest and other investment income on funds
deposited in the Class A Principal Funding Account shall not be considered to be
principal amounts on deposit therein for purposes of this Series Supplement.
(c) (i) The Trustee shall possess all right, title and
interest in all funds on deposit from time to time in the Interest Funding
Accounts and the Class A Principal Funding Account (collectively, the "Series
1998-3 Accounts") and in all proceeds thereof. The Series 1998-3 Accounts shall
be under the sole dominion and control of the Trustee for the benefit of the
Class A Certificateholders, Class B Certificateholders, the Cash Collateral
Depositor or any Additional Cash Collateral Depositor, as the case may be. If,
at any time, any of the Series 1998-3 Accounts ceases to be an Eligible Deposit
Account, the Trustee (or the Servicer on its behalf) shall within 10 Business
Days (or such longer period, not to exceed 30 calendar days, as to which each
Rating Agency may consent) establish a new Series 1998-3 Account meeting the
conditions specified in paragraph (a)(i) or (ii) or (b)(i) above, as applicable,
as an Eligible Deposit Account and shall transfer any cash and/or any
investments to such new Series 1998-3 Account.
<PAGE>
34
(ii) Pursuant to the authority granted to the Servicer in
Section 3.01(b) of the Agreement, the Servicer shall have the power, revocable
by the Trustee, to make withdrawals and payments or to instruct the Trustee to
make withdrawals and payments from the Series 1998-3 Accounts for the purposes
of carrying out the Servicer's or Trustee's duties hereunder. Pursuant to the
authority granted to the Paying Agent in Section 5.01 of this Series Supplement
and Section 6.07 of the Agreement, the Paying Agent shall have the power,
revocable by the Trustee, to withdraw funds from the Series 1998-3 Accounts for
the purpose of making distributions to the Series 1998-3 Certificateholders.
Section 4.05. Required Amount. With respect to each
Distribution Date, on the related Determination Date, the Servicer shall
determine the amount (the "Required Amount"), if any, by which (a) the sum of
(i) Class A Monthly Interest for such Distribution Date, (ii) any Class A
Monthly Interest previously due but not deposited in the Class A Interest
Funding Account on a prior Distribution Date, (iii) Class A Additional Interest,
if any, for such Distribution Date and any Class A Additional Interest
previously due but not deposited into the Class A Interest Funding Account on a
prior Distribution Date (but not including any amount relating to any Class A
Funding Account Shortfall), (iv) at such time as Citibank (South Dakota) or an
Affiliate of Citibank (South Dakota) is no longer the Servicer, the Class A
Monthly Servicing Fee for such Distribution Date and (v) the Class A Investor
Default Amount, if any, for such Distribution Date exceeds (b)(i) the product of
(x) Reallocated Investor Finance Charge Collections for such Distribution Date
and (y) the Class A Invested Percentage for such Distribution Date, minus (ii)
if Citibank (South Dakota) or an Affiliate of Citibank (South Dakota) is the
Servicer, the portion of the Class A Monthly Servicing Fee for such Distribution
Date that will be paid on such Distribution Date pursuant to Section
4.06(a)(iii) or (c)(iii), as the case may be, out of funds on deposit in the
Collection Account available therefor. The Servicer will give the Trustee notice
of the Required Amount on any Determination Date on which the Servicer
determines that the Required Amount is greater than zero.
<PAGE>
35
Section 4.06. Application of Reallocated Investor Finance
Charge Collections and Available Investor Principal Collections. The Servicer
shall apply (if Citibank (South Dakota) is the Servicer and the Collection
Account is maintained with Citibank (South Dakota)) or shall cause the Trustee
to apply, on each Distribution Date, Allocable Finance Charge Collections (other
than any portion thereof reallocated to other Series in Group One), Collections
of Finance Charge Receivables reallocated to Series 1998-3 from other Series in
Group One and Available Investor Principal Collections on deposit in the
Collection Account with respect to such Distribution Date, to make the following
distributions:
(a) Subject to Section 4.06(c), on each Distribution Date, an
amount equal to the product of (x) Reallocated Investor Finance Charge
Collections with respect to such Distribution Date and (y) the Class A Invested
Percentage for such Distribution Date, will be distributed in the following
priority; provided, however, that if such funds on deposit in the Collection
Account available therefor are less than the sum of the amounts specified in
paragraphs (i), (ii) and (iii) below, such funds shall be allocated among such
paragraphs in proportion to the respective amounts specified in each such
paragraph; and provided further that funds allocated to the Class A
Certificateholders pursuant to paragraphs (i) and (ii) below will be applied
first to the amount specified under paragraph (i) below and second to the amount
specified under paragraph (ii) below:
(i) an amount equal to Class A Monthly Interest for such
Distribution Date, plus the amount of any Class A Monthly Interest
previously due but not deposited into the Class A Interest Funding
Account on a prior Distribution Date, plus the amount of any Class A
Additional Interest for such Distribution Date and any Class A
Additional Interest previously due but not deposited into the Class A
Interest Funding Account on a prior Distribution Date, plus the amount
of any Class A Funding Account Shortfall previously due but not
deposited into the Class A Interest Funding Account on a prior
Distribution Date shall be deposited by the Servicer or the Trustee
into the Class A Interest Funding Account;
(ii) an amount equal to the Class A Investor Default Amount
for such Distribution Date shall be treated as a portion of Investor
Principal Collections for such Distribution Date;
<PAGE>
36
(iii) an amount equal to the Class A Monthly Servicing Fee for
such Distribution Date shall be distributed to the Servicer (unless
such amount has been netted against deposits to the Collection
Account);
(iv) on each Distribution Date beginning with the March 2002
Distribution Date to but excluding the Distribution Date with respect
to the first Monthly Period, an amount equal to the Class A Investment
Fee, if any, for such Distribution Date shall be distributed to the
Sellers (unless such amount has been netted against deposits to the
Collection Account); and
(v) the balance, if any, shall constitute Excess Finance
Charge Collections and shall be allocated and distributed as set forth
in Section 4.09.
(b) Subject to Section 4.06(d), on each Distribution Date, an
amount equal to the product of (x) Reallocated Investor Finance Charge
Collections with respect to such Distribution Date and (y) the Class B Invested
Percentage for such Distribution Date, will be distributed in the following
priority; provided, however, that if such funds on deposit in the Collection
Account available therefor are less than the sum of the amounts specified in
paragraphs (i) and (ii) below, such funds shall be allocated between such
paragraphs in proportion to the respective amounts specified in each such
paragraph:
(i) an amount equal to Class B Monthly Interest for such
Distribution Date, plus the amount of any Class B Monthly Interest
previously due but not deposited into the Class B Interest Funding
Account on a prior Distribution Date, plus the amount of any Class B
Additional Interest for such Distribution Date and any Class B
Additional Interest previously due but not deposited into the Class B
Interest Funding Account on a prior Distribution Date, shall be
deposited by the Servicer or the Trustee into the Class B Interest
Funding Account;
(ii) an amount equal to the Class B Monthly Servicing Fee for
such Distribution Date shall be distributed to the Servicer (unless
such amount has been netted against deposits to the Collection
Account); and
<PAGE>
37
(iii) the balance, if any, shall constitute Excess Finance
Charge Collections and shall be allocated and distributed as set forth
in Section 4.09.
(c) On each Distribution Date with respect to a Monthly
Period, an amount equal to the Class A Allocable Share with respect to such
Distribution Date will be distributed in the following priority; provided,
however, that if such funds on deposit in the Collection Account available
therefor are less than the sum of the amounts specified in paragraphs (i), (ii)
and (iii) below, such funds shall be allocated among such paragraphs in
proportion to the respective amounts specified in each such paragraph; and
provided further that funds allocated to the Class A Certificateholders pursuant
to paragraphs (i) and (ii) below will be applied first to the amount specified
under paragraph (i) below and second to the amount specified under paragraph
(ii) below:
(i) an amount equal to Class A Monthly Interest for such
Distribution Date, plus the amount of any Class A Monthly Interest
previously due but not deposited into the Class A Interest Funding
Account on a prior Distribution Date, plus (without duplication) the
amount of any Class A Funding Account Shortfall for such Distribution
Date and the amount of any Class A Funding Account Shortfall previously
due but not deposited into the Class A Interest Funding Account on a
prior Distribution Date, plus the amount of any Class A Additional
Interest for such Distribution Date and any Class A Additional Interest
previously due but not deposited into the Class A Interest Funding
Account on a prior Distribution Date, shall be deposited by the
Servicer or the Trustee into the Class A Interest Funding Account;
(ii) an amount equal to the Class A Investor Default Amount
for such Distribution Date shall be treated as a portion of Investor
Principal Collections for such Distribution Date;
(iii) an amount equal to the Class A Monthly Servicing Fee for
such Distribution Date shall be distributed to the Servicer (unless
such amount has been netted against deposits to the Collection
Account);
(iv) prior to and including the Distribution Date immediately
preceding the Class A Expected Final Payment Date, an amount equal to
the Class A Investment Fee, if any, for such Distribution Date shall be
distributed to the Sellers (unless such amount has been netted against
deposits to the Collection Account); and
<PAGE>
38
(v) the balance, if any, shall constitute Excess Finance
Charge Collections and shall be allocated and distributed as set forth
in Section 4.09.
(d) On each Distribution Date with respect to a Monthly
Period, an amount equal to the Class B Allocable Share with respect to such
Distribution Date will be distributed in the following priority; provided,
however, that if such funds on deposit in the Collection Account available
therefor are less than the sum of the amounts specified in paragraphs (i) and
(ii) below, such funds shall be allocated between such paragraphs in proportion
to the respective amounts specified in each such paragraph:
(i) an amount equal to Class B Monthly Interest for such
Distribution Date, plus the amount of any Class B Monthly Interest
previously due but not deposited into the Class B Interest Funding
Account on a prior Distribution Date, plus the amount of any Class B
Additional Interest for such Distribution Date and any Class B
Additional Interest previously due but not deposited into the Class B
Interest Funding Account on a prior Distribution Date, shall be
deposited by the Servicer or the Trustee into the Class B Interest
Funding Account;
(ii) an amount equal to the Class B Monthly Servicing Fee for
such Distribution Date shall be distributed to the Servicer (unless
such amount has been netted against deposits to the Collection
Account); and
(iii) the balance, if any, shall constitute Excess Finance
Charge Collections and shall be allocated and distributed as set forth
in Section 4.09.
(e) On each Distribution Date with respect to the Revolving
Period, an amount equal to the Available Investor Principal Collections
deposited in the Collection Account for the related Due Period shall be treated
as Excess Principal Collections and applied in accordance with Section 4.04 of
the Agreement.
(f) On each Distribution Date with respect to the Accumulation
Period or the Early Amortization Period an amount equal to Available Investor
Principal Collections deposited in the Collection Account for the related Due
Period will be distributed in the following priority:
<PAGE>
39
(i) an amount equal to Class A Monthly Principal for such
Distribution Date, up to the Class A Invested Amount, shall be
deposited by the Servicer or the Trustee into the Class A Principal
Funding Account;
(ii) for each Distribution Date with respect to the
Accumulation Period prior to the Class B Principal Commencement Date,
unless an Amortization Event has occurred, after giving effect to the
distribution referred to in clause (i) above, 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;
(iii) for each Distribution Date, beginning with the Class B
Principal Commencement Date, after giving effect to the distribution
referred to in clause (i) above, an amount equal to the balance, if
any, of such Available Investor Principal Collections then on deposit
in the Collection Account, to the extent of Class B Monthly Principal,
shall be distributed by the Servicer or the Trustee to the Class B
Certificateholders;
(iv) for each Distribution Date with respect to the Early
Amortization Period, beginning with the Distribution Date on which the
Class A Invested Amount and the Class B Invested Amount are paid in
full, after giving effect to the distributions referred to above, an
amount equal to the balance, if any, of such Available Investor
Principal Collections then on deposit in the Collection Account, to the
extent of CCA Monthly Principal, if any, shall be distributed, pro
rata, by the Servicer or the Trustee to the Cash Collateral Depositor
and each Additional Cash Collateral Depositor, in accordance with the
Loan Agreement and each Additional Loan Agreement, respectively; and
(v) for each Distribution Date, after giving effect to the
distributions referred to above, 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.
<PAGE>
40
Section 4.07. Distributions to Series 1998-3
Certificateholders. (a) The Servicer shall make (if Citibank (South Dakota) is
the Servicer and the Collection Account is maintained with Citibank (South
Dakota)) or shall cause the Trustee to make the following distributions at the
following times from the Class A Interest Funding Account and the Class A
Principal Funding Account:
(i) on each Payment Date, all amounts on deposit in the Class
A Interest Funding Account shall be distributed to the Paying Agent for
payment to the Class A Certificateholders; and
(ii) on each Special Payment Date and on the Class A Expected
Final Payment Date, all amounts on deposit in the Class A Principal
Funding Account, to the extent of the Class A Invested Amount, shall be
distributed to the Paying Agent for payment to the Class A
Certificateholders.
(b) The Servicer shall make (if Citibank (South Dakota) is the
Servicer and the Collection Account is maintained with Citibank (South Dakota))
or shall cause the Trustee to make the following distributions at the following
times from the Class B Interest Funding Account and the Collection Account:
(i) on each Payment Date, all amounts on deposit in the Class
B Interest Funding Account shall be distributed to the Paying Agent for
payment to the Class B Certificateholders; and
(ii) on each Special Payment Date and on the Class B Expected
Final Payment Date, all amounts on deposit in the Collection Account
which are to be distributed to the Class B Certificateholders pursuant
to this Series Supplement, to the extent of the principal amount of the
Class B Certificates, shall be distributed to the Paying Agent for
payment to the Class B Certificateholders.
(c) The distributions to be made pursuant to this Section are
subject to the provisions of Sections 2.06, 9.02, 10.01 and 12.02 of the
Agreement and Sections 8.01 and 8.02 of this Series Supplement.
<PAGE>
41
Section 4.08. Investor Charge-Offs. (a) If on any Distribution
Date the Required Amount for such Distribution Date exceeds the sum of (x) the
amount of Subordinated Principal Collections with respect to such Distribution
Date, (y) the amount of Excess Finance Charge Collections with respect to such
Distribution Date and (z) the Available Shared Enhancement Amount with respect
to such Distribution Date, the CCA Invested Amount shall be reduced by the
amount of such excess, but not by more than the Class A Investor Default Amount
for such Distribution Date. In the event that such reduction would cause the CCA
Invested Amount to be a negative number, the CCA Invested Amount shall be
reduced to zero, and the Class B Invested Amount shall be reduced by the amount
by which the CCA Invested Amount would have been reduced below zero, but not by
more than the excess, if any, of the Class A Investor Default Amount for such
Distribution Date over the amount of such reduction, if any, of the CCA Invested
Amount. In the event that such reduction would cause the Class B Invested Amount
to be a negative number, the Class B Invested Amount shall be reduced to zero,
and the Class A Invested Amount will be reduced by the amount by which the Class
B Invested Amount would have been reduced below zero, but not by more than the
excess, if any, of the Class A Investor Default Amount for such Distribution
Date over the aggregate amount of the reductions, if any, of the CCA Invested
Amount and the Class B Invested Amount for such Distribution Date pursuant to
this Section 4.08(a) (a "Class A Investor Charge-Off"). Class A Investor
Charge-Offs shall thereafter be reimbursed and the Class A Invested Amount
increased (but not by an amount in excess of the aggregate Class A Investor
Charge-Offs) on any Distribution Date by the sum of (i) Allocable Miscellaneous
Payments with respect to such Distribution Date and (ii) the amount of Excess
Finance Charge Collections allocated and available for that purpose pursuant to
Section 4.09(b).
(b) If on any Distribution Date the Class B Investor Default
Amount for such Distribution Date exceeds the sum of (x) the amount of Excess
Finance Charge Collections with respect to such Distribution Date which are
allocated and available to pay the Class B Investor Default Amount pursuant to
Section 4.09(d) and (y) the portion, if any, of the Available Shared Enhancement
Amount with respect to such Distribution Date (after giving effect to any
withdrawal from the Cash Collateral Account or any Additional Cash Collateral
Account to fund the Required Draw Amount with respect to such Distribution
Date), then the CCA Invested Amount shall be reduced by the amount of such
excess. In the event that such reduction would cause the CCA Invested Amount to
be a negative number, the CCA Invested Amount shall be reduced to zero, and the
Class B Invested Amount shall be reduced by the amount by which the CCA Invested
Amount would have been reduced below zero (a "Class B Investor Charge-Off").
Class B Investor Charge-Offs shall thereafter be reimbursed and the Class B
Invested Amount increased (but not by an amount in excess of the aggregate Class
B Investor Charge-Offs) on any Distribution Date by the sum of (i) Allocable
Miscellaneous Payments with respect to such Distribution Date (but only to the
extent such amount is not required to reimburse Class A Investor Charge-Offs
pursuant to paragraph (a) above) and (ii) the amount of Excess Finance Charge
Collections allocated and available for that purpose pursuant to Section
4.09(f).
<PAGE>
42
(c) If on any Distribution Date Subordinated Principal
Collections for such Distribution Date are allocated pursuant to Section
4.10(a), the CCA Invested Amount shall be reduced by the amount of such
Subordinated Principal Collections. In the event that such reduction would cause
the CCA Invested Amount to be a negative number, the CCA Invested Amount shall
be reduced to zero, and the Class B Invested Amount shall be reduced by the
amount by which the CCA Invested Amount would have been reduced below zero.
(d) If on any Distribution Date the CCA Default Amount for
such Distribution Date exceeds the amount of Excess Finance Charge Collections
with respect to such Distribution Date which are allocated and available to pay
the CCA Default Amount pursuant to Section 4.09(h), then the CCA Invested Amount
shall be reduced by the amount of such excess (a "CCA Charge-Off"). CCA
Charge-Offs shall thereafter be reimbursed and the CCA Invested Amount increased
(but not by an amount in excess of the aggregate CCA Charge-Offs) on any
Distribution Date by the sum of (i) Allocable Miscellaneous Payments with
respect to such Distribution Date (but only to the extent such amount is not
required to reimburse Class A Investor Charge-Offs or Class B Investor
Charge-Offs pursuant to paragraph (a) or (b) above) and (ii) the amount of
Excess Finance Charge Collections allocated and available for that purpose
pursuant to Section 4.09(i).
Section 4.09. Excess Finance Charge Collections. The Servicer
shall apply (if Citibank (South Dakota) is the Servicer and the Collection
Account is maintained with Citibank (South Dakota)) or shall cause the Trustee
to apply, on each Distribution Date (or on the related Transfer Date, if so
specified), Excess Finance Charge Collections with respect to such Distribution
Date, to make the following distributions in the following priority:
(a) an amount equal to the Required Amount, if any, with
respect to such Distribution Date shall be distributed first to fund
any deficiency pursuant to Section 4.06(a)(i) or (c)(i) (but not
including any amount relating to any Class A Funding Account Shortfall)
and second to pay the Class A Investor Default Amount, if any, for such
Distribution Date pursuant to Section 4.06(a)(ii) or (c)(ii), as the
case may be; provided, however, that at such time as Citibank (South
Dakota) or an Affiliate of Citibank (South Dakota) is no longer the
Servicer, such Excess Finance Charge Collections shall be distributed
second to fund any deficiency in the Class A Monthly Servicing Fee for
such Distribution Date and third to pay the Class A Investor Default
Amount, if any, for such Distribution Date;
<PAGE>
43
(b) an amount equal to the aggregate amount of Class A
Investor Charge-Offs which have not been previously reimbursed (after
giving effect to the allocation on such Distribution Date of any amount
for that purpose pursuant to Section 4.08(a)(i)) shall be treated as a
portion of Investor Principal Collections with respect to such
Distribution Date;
(c) an amount equal to (i) Class B Monthly Interest due but
not deposited into the Class B Interest Funding Account on such
Distribution Date, plus the amount of any Class B Monthly Interest
previously due but not deposited into the Class B Interest Funding
Account on a prior Distribution Date, (ii) the Cumulative Excess
Interest Amount for such Distribution Date and (iii) the amount of any
Class B Additional Interest due but not deposited into the Class B
Interest Funding Account on such Distribution Date and any Class B
Additional Interest previously due but not deposited into the Class B
Interest Funding Account on a prior Distribution Date, shall be
deposited into the Class B Interest Funding Account;
(d) an amount equal to the Class B Investor Default Amount for
such Distribution Date shall be treated as a portion of Investor
Principal Collections with respect to such Distribution Date;
(e) with respect to each Distribution Date following the
Distribution Date on which the Class A Invested Amount and the Class B
Invested Amount are paid in full, provided an Economic Special Payment
Date has occurred, an amount equal to the CCA Monthly Servicing Fee for
such Distribution Date shall be distributed to the Servicer (unless
such amount has been netted against deposits to the Collection
Account);
(f) an amount equal to the aggregate amount by which the Class
B Invested Amount has been reduced pursuant to clauses (c), (d) and (e)
of the definition of "Class B Invested Amount" (but not in excess of
the aggregate amount of such reductions which have not been previously
reimbursed) shall be treated as a portion of Investor Principal
Collections with respect to such Distribution Date;
<PAGE>
44
(g) an amount equal to (i) the "Monthly Cash Collateral Fee"
(as defined in the Loan Agreement) and (ii) the "Monthly Additional
Cash Collateral Fee" (as defined in each Additional Loan Agreement) for
such Distribution Date shall be distributed, pro rata, to the Cash
Collateral Depositor and each Additional Cash Collateral Depositor, in
accordance with the provisions of the Loan Agreement and each
Additional Loan Agreement, respectively;
(h) an amount equal to the CCA Default Amount for such
Distribution Date shall be treated as a portion of Investor Principal
Collections with respect to such Distribution Date;
(i) an amount equal to the aggregate amount by which the CCA
Invested Amount has been reduced pursuant to clauses (c), (d) and (e)
of the definition of "CCA Invested Amount" (but not in excess of the
aggregate amount of such reductions which have not been previously
reimbursed) shall be treated as a portion of Investor Principal
Collections with respect to such Distribution Date;
(j) with respect to each Distribution Date prior to the
occurrence of an Economic Amortization Event, an amount equal to the
lesser of (i) the balance of such Excess Finance Charge Collections and
(ii) the sum of (A) the excess, if any, of the Initial Cash Collateral
Amount over the amount of funds on deposit in the Cash Collateral
Account (without giving effect to any deposit made on such date
hereunder) and (B) the excess, if any, of the Initial Additional Cash
Collateral Amount for each Additional Cash Collateral Account over the
amount of funds on deposit in the related Additional Cash Collateral
Account (without giving effect to any deposit made on such date
hereunder) shall be deposited, pro rata, into the Cash Collateral
Account and each Additional Cash Collateral Account on the related
Transfer Date, for application in accordance with the Loan Agreement
and each Additional Loan Agreement, respectively; and
<PAGE>
45
(k) the balance, if any, shall be distributed, pro rata, to
the Cash Collateral Depositor and each Additional Cash Collateral
Depositor on the related Transfer Date for application in accordance
with the Loan Agreement and each Additional Loan Agreement,
respectively.
Section 4.10. Subordinated Principal Collections. The Servicer
shall apply (if Citibank (South Dakota) is the Servicer and the Collection
Account is maintained with Citibank (South Dakota)) or shall cause the Trustee
to apply, on each Distribution Date, Subordinated Principal Collections with
respect to such Distribution Date to make the following distributions in the
following priority:
(a) an amount equal to the excess, if any, of (i) the Required
Amount, if any, with respect to such Distribution Date over (ii) the
sum of (x) the amount of Excess Finance Charge Collections with respect
to such Distribution Date and (y) the Available Shared Enhancement
Amount with respect to such Distribution Date, shall be distributed by
the Servicer or the Trustee to fund any deficiency pursuant to Section
4.06(a)(i) and (a)(ii) or Section 4.06(c)(i) and (c)(ii), as the case
may be (but not including any amount relating to any Class A Funding
Account Shortfall), and, if Citibank (South Dakota) or an Affiliate of
Citibank (South Dakota) is no longer the Servicer, Section 4.06(a)(iii)
or (c)(iii), as the case may be; provided, however, that in the event
the Required Amount for such Distribution Date exceeds the sum of the
Available Shared Enhancement Amount for such Distribution Date and the
amount of Excess Finance Charge Collections and Subordinated Principal
Collections with respect to such Distribution Date, the amount
withdrawn from the Cash Collateral Account and each Additional Cash
Collateral Account with respect to such Required Amount and such Excess
Finance Charge Collections and Subordinated Principal Collections shall
be applied first to pay amounts due with respect to such Distribution
Date pursuant to Section 4.06(a)(i) or (c)(i), as the case may be (but
not including any amount relating to any Class A Funding Account
Shortfall), and second to pay the Class A Investor Default Amount, if
any, for such Distribution Date pursuant to Section 4.06(a)(ii) or
(c)(ii), as the case may be; provided further that at such time as
Citibank (South Dakota) or an Affiliate of Citibank (South Dakota) is
no longer the Servicer, the amount withdrawn from the Cash Collateral
Account and each Additional Cash Collateral Account with respect to
such Required Amount and such Excess Finance Charge Collections and
Subordinated Principal Collections shall be applied second to fund any
deficiency in the Class A Monthly Servicing Fee for such Distribution
Date and third to pay the Class A Investor Default Amount, if any, for
such Distribution Date; and
<PAGE>
46
(b) the balance, if any, shall be treated as a portion of
Investor Principal Collections with respect to such Distribution Date.
Section 4.11. Credit Enhancement. (a) The Servicer shall
establish and maintain, in the name of the Trustee, on behalf of the Trust, for
the benefit of the Series 1998-3 Certificateholders and the Cash Collateral
Depositor, as their interests appear herein, a "Sellers Collateral Account" and
a "Bank Collateral Account", each of which shall be one or more Eligible Deposit
Accounts, each bearing a designation clearly indicating that the funds deposited
therein are held for the benefit of the Series 1998-3 Certificateholders and the
Cash Collateral Depositor. The Sellers Collateral Account and the Bank
Collateral Account are collectively referred to as the "Cash Collateral
Account". The Trustee shall possess all right, title and interest in all funds
on deposit from time to time in the Cash Collateral Account and in all proceeds
thereof. The Cash Collateral Account shall be under the sole dominion and
control of the Trustee for the benefit of the Series 1998-3 Certificateholders
and the Cash Collateral Depositor. The interest of the Cash Collateral Depositor
in the Cash Collateral Account shall be subordinated to the interests of the
Series 1998-3 Certificateholders as provided herein and in the Loan Agreement.
If at any time any of the accounts comprising the Cash Collateral Account ceases
to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf)
shall within 10 Business Days (or such longer period, not to exceed 30 calendar
days, as to which each Rating Agency may consent) establish a new account
meeting the conditions specified above as an Eligible Deposit Account, and shall
transfer any cash and/or any investments to such new account. The Trustee, at
the direction of the Servicer, shall (i) on the Closing Date, deposit in the
Cash Collateral Account the proceeds of the advance to be made on such date by
the Cash Collateral Depositor under the Loan Agreement, (ii) make withdrawals
from the Cash Collateral Account from time to time in an amount up to the
Available Cash Collateral Amount at such time, for the purposes and in the
manner set forth in paragraphs (c) through (i) below, and (iii) on each
Distribution Date prior to the termination of the Cash Collateral Account make a
deposit into the Cash Collateral Account in the amount specified in, and
otherwise in accordance with, Section 4.09(j). All withdrawals from the Cash
Collateral Account shall be made in the priority and in the manner set forth
below. The Cash Collateral Depositor shall not be entitled to reimbursement from
the Trust Assets for any withdrawals from the Cash Collateral Account except as
specifically provided in this Series Supplement.
<PAGE>
47
(a.1) On each Additional Issuance Date, the Servicer shall
establish and maintain, in the name of the Trustee, on behalf of the Trust, for
the benefit of the Series 1998-3 Certificateholders and the related Additional
Cash Collateral Depositor, as their interests appear in this Series Supplement,
an "Additional Cash Collateral Account" which shall be one or more Eligible
Deposit Accounts, each bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Series 1998-3
Certificateholders and the related Additional Cash Collateral Depositor. The
Trustee shall possess all right, title and interest in all funds on deposit from
time to time in the Additional Cash Collateral Account and in all proceeds
thereof. The Additional Cash Collateral Account shall be under the sole dominion
and control of the Trustee for the benefit of the Series 1998-3
Certificateholders and the related Additional Cash Collateral Depositor. The
interest of the Additional Cash Collateral Depositor in the Additional Cash
Collateral Account shall be subordinated to the interests of the Series 1998-3
Certificateholders as provided herein and in the related Additional Loan
Agreement. If at any time any of the accounts comprising the Additional Cash
Collateral Account ceases to be an Eligible Deposit Account, the Trustee (or the
Servicer on its behalf) shall within 10 Business Days (or such longer period,
not to exceed 30 calendar days, as to which each Rating Agency may consent)
establish a new account meeting the conditions specified above as an Eligible
Deposit Account, and shall transfer any cash and/or any investments to such new
account. The Trustee, at the direction of the Servicer, shall (i) on the
Additional Issuance Date, deposit in the Additional Cash Collateral Account the
proceeds of the advance to be made on such date by the Additional Cash
Collateral Depositor under the Additional Loan Agreement, (ii) make withdrawals
from the Additional Cash Collateral Account from time to time in an amount up to
the Available Additional Cash Collateral Amount at such time, for the purposes
and in the manner set forth in paragraphs (c) through (i) below, and (iii) on
each Distribution Date prior to the termination of the Additional Cash
Collateral Account make a deposit into the Additional Cash Collateral Account in
the amount specified in, and otherwise in accordance with, Section 4.09(j). All
withdrawals from the Additional Cash Collateral Account shall be made in the
priority and in the manner set forth below. The Additional Cash Collateral
Depositor shall not be entitled to reimbursement from the Trust Assets for any
withdrawals from the Additional Cash Collateral Account except as specifically
provided in this Series Supplement.
<PAGE>
48
(b) Funds on deposit in the Cash Collateral Account shall be
invested at the direction of the Servicer (or the Cash Collateral Depositor, as
provided in the Loan Agreement) by the Trustee in Cash Collateral Account
Investments. Funds on deposit in the Cash Collateral Account on any Transfer
Date, after giving effect to any withdrawals from the Cash Collateral Account on
such Transfer Date, shall be invested in such investments that will mature so
that such funds will be available for withdrawal on or prior to the following
Transfer Date. The proceeds of any such investments shall be invested in such
investments that will mature so that such funds will be available for withdrawal
on or prior to the Transfer Date immediately following the date of such
investment. The Trustee shall maintain for the benefit of the Series 1998-3
Certificateholders and the Cash Collateral Depositor possession of the
negotiable instruments or securities, if any, evidencing the Cash Collateral
Account Investments. On each Transfer Date, all interest and earnings (net of
losses and investment expenses) accrued since the preceding Transfer Date on
funds on deposit in the Cash Collateral Account shall be paid to the Cash
Collateral Depositor for application in accordance with the Loan Agreement. For
purposes of determining the availability of funds or the balances in the Cash
Collateral Account for any reason under this Series Supplement, all investment
earnings on such funds shall be deemed not to be available or on deposit.
(b.1) Funds on deposit in each Additional Cash Collateral
Account shall be invested at the direction of the Servicer (or the related
Additional Cash Collateral Depositor, as provided in the related Additional Loan
Agreement) by the Trustee in Cash Collateral Account Investments. Funds on
deposit in each Additional Cash Collateral Account on any Transfer Date, after
giving effect to any withdrawals from such Additional Cash Collateral Account on
such Transfer Date, shall be invested in such investments that will mature so
that such funds will be available for withdrawal on or prior to the following
Transfer Date. The proceeds of any such investments shall be invested in such
investments that will mature so that such funds will be available for withdrawal
on or prior to the Transfer Date immediately following the date of such
investment. The Trustee shall maintain for the benefit of the Series 1998-3
Certificateholders and each Additional Cash Collateral Depositor possession of
the negotiable instruments or securities, if any, evidencing the Cash Collateral
Account Investments in the related Additional Cash Collateral Account. On each
Transfer Date, all interest and earnings (net of losses and investment expenses)
accrued since the preceding Transfer Date on funds on deposit in each Additional
Cash Collateral Account shall be paid to the related Additional Cash Collateral
Depositor for application in accordance with the related Additional Loan
Agreement. For purposes of determining the availability of funds or the balances
in each Additional Cash Collateral Account for any reason under this Series
Supplement, all investment earnings on such funds shall be deemed not to be
available or on deposit.
<PAGE>
49
(c) On each Determination Date, the Servicer shall calculate
the amount (the "Required Draw Amount") (determined after giving effect to any
distribution to be made pursuant to Section 4.06(a)(i) or (c)(i), as the case
may be, and Section 4.06(a)(ii) or (c)(ii), as the case may be, on the related
Distribution Date) equal to the excess, if any, of (i) the Required Amount, if
any, with respect to such Distribution Date over (ii) the amount of Excess
Finance Charge Collections to be allocated and available pursuant to Section
4.09(a) to fund such Required Amount on such Distribution Date.
(d) On each Determination Date, the Servicer shall calculate
the amount (the "Interest Draw Amount") (determined after giving effect to any
distribution to be made pursuant to Section 4.06(b)(i) or (d)(i), as the case
may be, and Section 4.09(c) on the related Distribution Date) of (i) any Class B
Monthly Interest due but not to be deposited into the Class B Interest Funding
Account on such Distribution Date pursuant to Section 4.06(b)(i) or (d)(i), as
the case may be, or Section 4.09(c), (ii) any Class B Monthly Interest
previously due but not deposited into the Class B Interest Funding Account on a
prior Distribution Date pursuant to Section 4.06(b)(i) or (d)(i), as the case
may be, or Section 4.09(c) or this paragraph (d), (iii) any Class B Additional
Interest due but not to be deposited into the Class B Interest Funding Account
on such Distribution Date and any Class B Additional Interest previously due but
not deposited into the Class B Interest Funding Account on a prior Distribution
Date pursuant to Section 4.06(b)(i) or (d)(i), as the case may be, or Section
4.09(c) or this paragraph (d) and (iv) any Cumulative Excess Interest Amount due
but not to be deposited into the Class B Interest Funding Account on such
Distribution Date pursuant to Section 4.09(c).
<PAGE>
50
(e) On each Determination Date, the Servicer shall calculate
the amount (the "Default Draw Amount") equal to the excess, if any, of (i) the
Class B Investor Default Amount for the related Distribution Date over (ii) the
amount of Excess Finance Charge Collections to be allocated and available
pursuant to Section 4.09(d) to fund such Class B Investor Default Amount on such
Distribution Date.
(f) On each Determination Date (commencing with the
Determination Date preceding the Class B Principal Commencement Date), the
Servicer shall calculate the amount (the "Reimbursement Draw Amount") equal to
the excess, if any, of (i) the Class B Initial Invested Amount minus the sum of
the aggregate amount of principal payments previously distributed to Class B
Certificateholders over (ii) the Class B Invested Amount on the last day of the
related Due Period (determined after giving effect to any change to be made in
the Class B Invested Amount pursuant to paragraph (c), (d), (e) or (f) of the
definition of "Class B Invested Amount" on the following Distribution Date).
(g) Notwithstanding Section 4.11(f), if either (i) the
Certificateholders' Interest in the Receivables is reassigned to the Sellers
pursuant to Section 2.06 of the Agreement, (ii) Receivables are sold, disposed
of or otherwise liquidated pursuant to Section 9.02 or Section 12.02(c) of the
Agreement or (iii) the Certificateholders' Interest in the Receivables is
purchased by the Sellers pursuant to Section 10.01 of the Agreement or the
Series 1998-3 Certificateholders' Interest is purchased by the Sellers pursuant
to Section 7.01 of this Series Supplement, the Servicer shall not calculate the
Reimbursement Draw Amount with respect to the relevant Distribution Date, but
shall calculate the amount (the "Special Draw Amount") equal to the aggregate
amount of all reductions of the Class B Invested Amount occurring under clauses
(c), (d) or (e) of the definition of "Class B Invested Amount" which have not
been reimbursed prior to such Distribution Date under clause (f) thereof.
(h) Notwithstanding Section 4.11(f) and (g), on the
Determination Date preceding the Economic Special Payment Date, the Servicer
shall not calculate the Reimbursement Draw Amount or the Special Draw Amount
with respect to such Special Payment Date, but shall calculate (i) the amount
(the "Class A Principal Draw Amount") (determined after giving effect to any
distribution to be made pursuant to Section 4.06(f)(i) and 4.07(a)(ii) on such
Special Payment Date) equal to the outstanding principal amount of the Class A
Certificates and (ii) the amount (the "Class B Principal Draw Amount")
(determined after giving effect to any distribution to be made pursuant to
Section 4.06(f)(iii) and 4.07(b)(ii) on such Special Payment Date) equal to the
outstanding principal amount of the Class B Certificates.
<PAGE>
51
(i) In the event that for any Distribution Date, the sum of
any Required Draw Amount, Interest Draw Amount, Default Draw Amount,
Reimbursement Draw Amount, Special Draw Amount, Class A Principal Draw Amount
and Class B Principal Draw Amount (such sum being referred to as the "Total Draw
Amount"), is greater than zero, the Servicer shall give written notice to the
Trustee, the Cash Collateral Depositor and each Additional Cash Collateral
Depositor, in substantially the form of Exhibits B-1 and B-2, respectively, of
such positive Total Draw Amount on the related Determination Date. On the
related Transfer Date, withdrawals will be made from the Cash Collateral Account
and each Additional Cash Collateral Account as follows:
(A) the portion of the Total Draw Amount allocable to the
Required Draw Amount, if any, up to the Available Shared Enhancement
Amount, shall be withdrawn, pro rata, from the Cash Collateral Account
and each Additional Cash Collateral Account, in each case, on the
related Transfer Date and distributed first to fund any deficiency
pursuant to Section 4.06(a)(i) or (c)(i) (but not including any amount
relating to any Class A Funding Account Shortfall) and second to pay
the Class A Investor Default Amount, if any, for such Distribution Date
pursuant to Section 4.06(a)(ii) or (c)(ii), as the case may be;
provided, however, that at such time as Citibank (South Dakota) or an
Affiliate of Citibank (South Dakota) is no longer the Servicer, the
amount of such withdrawal from the Cash Collateral Account and each
Additional Cash Collateral Account shall be applied in accordance with
Section 4.10(a) second to fund any deficiency in the Class A Monthly
Servicing Fee for such Distribution Date and third to pay the Class A
Investor Default Amount, if any, for such Distribution Date;
(B) the portion of the Total Draw Amount allocable to the
Interest Draw Amount, if any, up to the Available Shared Enhancement
Amount (determined after giving effect to any withdrawal pursuant to
clause (A)), shall be withdrawn, pro rata, from the Cash Collateral
Account and each Additional Cash Collateral Account, in each case, on
the related Transfer Date and immediately deposited by the Trustee into
the Class B Interest Funding Account;
<PAGE>
52
(C) the portion of the Total Draw Amount allocable to the
Default Draw Amount, if any, up to the Available Shared Enhancement
Amount (determined after giving effect to any withdrawal pursuant to
clauses (A) and (B)), shall be withdrawn, pro rata, from the Cash
Collateral Account and each Additional Cash Collateral Account, in each
case, on the related Transfer Date and used to pay the Class B Investor
Default Amount for such Distribution Date pursuant to Section 4.09(d);
(D) the portion of the Total Draw Amount allocable to the
Class A Principal Draw Amount, if any, up to the Available Shared
Enhancement Amount (determined after giving effect to any withdrawal
pursuant to clauses (A), (B) and (C)), shall be withdrawn, pro rata,
from the Cash Collateral Account and each Additional Cash Collateral
Account, in each case, on the related Transfer Date and immediately
deposited by the Trustee into the Class A Principal Funding Account;
and
(E) the remainder of the Total Draw Amount, if any, up to the
Available Enhancement Amount (determined after giving effect to any
withdrawal pursuant to clauses (A) through (D)), shall be withdrawn,
pro rata, from the Cash Collateral Account and each Additional Cash
Collateral Account, in each case, on the related Transfer Date and
immediately deposited by the Trustee into the Collection Account for
distribution to the Class B Certificateholders on such Distribution
Date.
Notwithstanding anything to the contrary in this Series Supplement or in the
Agreement, no withdrawal may be made from the Cash Collateral Account or any
Additional Cash Collateral Account to fund any Class A Funding Account
Shortfall. For the avoidance of doubt, after any Additional Issuance Date, no
withdrawal shall be made from the Cash Collateral Account or any Additional Cash
Collateral Account on any basis other than pro rata and no withdrawal shall be
made from the Cash Collateral Account or any Additional Cash Collateral Account
to fund any amount which is required to be withdrawn pursuant to this Series
Supplement from any other cash collateral account.
(j) Upon the earliest to occur of (i) the termination of the
Trust pursuant to Article XII of the Agreement, (ii) the Termination Date, (iii)
the day on which the Class A Invested Amount and the Class B Invested Amount are
paid in full to the Class A Certificateholders and the Class B
Certificateholders and (iv) all withdrawals from the Cash Collateral Account and
each Additional Cash Collateral Account pursuant to Section 4.11(i) with respect
to the
<PAGE>
53
Economic Special Payment Date having been made, the Trustee, acting in
accordance with the instructions of the Servicer, after the prior payment of all
amounts owing to the Class A Certificateholders and the Class B
Certificateholders which are payable from the Cash Collateral Account and each
Additional Cash Collateral Account as provided herein, shall withdraw from the
Cash Collateral Account and each Additional Cash Collateral Account, for
application in accordance with the Loan Agreement and the related Additional
Loan Agreements, respectively all amounts, if any, on deposit in the Cash
Collateral Account and each Additional Cash Collateral Account and the Cash
Collateral Account and each Additional Cash Collateral Account shall be deemed
to have terminated for purposes of this Series Supplement.
Section 4.12. Reallocated Investor Finance Charge Collections.
(a) That portion of Group One Investor Finance Charge Collections for any
Distribution Date equal to the amount of Reallocated Investor Finance Charge
Collections for such Distribution Date will be allocated to Series 1998-3 and
will be distributed as set forth in this Series Supplement.
(b) Reallocated Investor Finance Charge Collections, with
respect to any Distribution Date, shall equal the sum of (i) the aggregate
amount of Series 1998-3 Monthly Interest, Series 1998-3 Default Amount, Series
1998-3 Monthly Fees and Series 1998-3 Additional Amounts for such Distribution
Date and (ii) that portion of excess Group One Investor Finance Charge
Collections to be included in Reallocated Investor Finance Charge Collections
pursuant to Section 4.12(c); provided, however, that if the amount of Group One
Investor Finance Charge Collections for such Distribution Date is less than the
sum of (w) Group One Investor Monthly Interest, (x) Group One Investor Default
Amount, (y) Group One Investor Monthly Fees and (z) Group One Investor
Additional Amounts, then Reallocated Investor Finance Charge Collections shall
equal the sum of the following amounts for such Distribution Date:
(A) the product of (I) Group One Investor Finance Charge
Collections (up to the amount of Group One Investor Monthly Interest)
and (II) a fraction, the numerator of which is Series 1998-3 Monthly
Interest and the denominator of which is Group One Investor Monthly
Interest;
(B) the product of (I) Group One Investor Finance Charge
Collections less the amount of Group One Investor Monthly Interest (up
to the Group One Investor Default Amount) and (II) a fraction, the
numerator of which is the Series 1998-3 Default Amount and the
denominator of which is the Group One Investor Default Amount;
<PAGE>
54
(C) the product of (I) Group One Investor Finance Charge
Collections less the amount of Group One Investor Monthly Interest and
the Group One Investor Default Amount (up to Group One Investor Monthly
Fees) and (II) a fraction, the numerator of which is Series 1998-3
Monthly Fees and the denominator of which is Group One Investor Monthly
Fees; and
(D) the product of (I) Group One Investor Finance Charge
Collections less the sum of (i) Group One Investor Monthly Interest,
(ii) the Group One Investor Default Amount and (iii) Group One Investor
Monthly Fees and (II) a fraction, the numerator of which is Series
1998-3 Additional Amounts and the denominator of which is Group One
Investor Additional Amounts.
(c) If the amount of Group One Investor Finance Charge
Collections for such Distribution Date exceeds the sum of (i) Group One Investor
Monthly Interest, (ii) Group One Investor Default Amount, (iii) Group One
Investor Monthly Fees and (iv) Group One Investor Additional Amounts, then
Reallocated Investor Finance Charge Collections for such Distribution Date shall
include an amount equal to the product of (x) the amount of such excess and (y)
a fraction, the numerator of which is the Invested Amount as of the last day of
the second preceding Due Period and the denominator of which is the sum of such
Invested Amount and the aggregate invested amounts for all other Series included
in Group One as of such last day.
Section 4.13. Excess Principal Collections. (a) That portion
of Excess Principal Collections for any Distribution Date equal to the amount of
Series 1998-3 Excess Principal Collections for such Distribution Date will be
allocated to Series 1998-3 and will be distributed as set forth in this Series
Supplement.
(b) Series 1998-3 Excess Principal Collections, for any
Distribution Date with respect to the Accumulation Period or the Early
Amortization Period, shall mean an amount equal to the Series 1998-3 Principal
Shortfall for such Distribution Date; provided, however, that if the aggregate
amount of Excess Principal Collections for all Series for such Distribution Date
is less than the aggregate amount of Principal Shortfalls for all Series for
such Distribution Date, then Series 1998-3 Excess Principal
<PAGE>
55
Collections for such Distribution Date shall equal the product of (x) Excess
Principal Collections for all Series for such Distribution Date and (y) a
fraction, the numerator of which is the Series 1998-3 Principal Shortfall for
such Distribution Date and the denominator of which is the aggregate amount of
Principal Shortfalls for all Series for such Distribution Date. The Series
1998-3 Principal Shortfall for any Distribution Date shall equal the excess of
(i) (x) for any Distribution Date with respect to the Accumulation Period, (A)
the Controlled Distribution Amount and (B) if such Distribution Date is also the
Class B Expected Final Payment Date, the Class B Invested Amount or (y) for any
Distribution Date with respect to the Early Amortization Period, the sum of the
Invested Amount and the CCA Invested Amount, if any, over (ii) Available
Investor Principal Collections for such Distribution Date (excluding any portion
thereof attributable to Series 1998-3 Excess Principal Collections).
ARTICLE V
Distributions and Reports to
Series 1998-3 Certificateholders
Section 5.01. Distributions. (a) On each Payment Date, the
Paying Agent shall distribute to each Class A Certificateholder of record on the
related Record Date (other than as provided in Section 12.02 of the Agreement)
such Investor Certificateholder's pro rata share of the amounts on deposit in
the Class A Interest Funding Account.
(b) On each Special Payment Date and on the Class A Expected
Final Payment Date, the Paying Agent shall distribute to each Class A
Certificateholder of record on the related Record Date (other than as provided
in Section 12.02 of the Agreement) such Investor Certificateholder's pro rata
share of the amounts on deposit in the Class A Principal Funding Account that
are payable to the Class A Certificateholders pursuant to Section 4.07(a)(ii).
(c) On each Payment Date, the Paying Agent shall distribute to
each Class B Certificateholder of record on the related Record Date (other than
as provided in Section 12.02 of the Agreement) such Investor Certificateholder's
pro rata share of the amounts on deposit in the Class B Interest Funding
Account.
<PAGE>
56
(d) On each Special Payment Date and on the Class B Expected
Final Payment Date, the Paying Agent shall distribute to each Class B
Certificateholder of record on the related Record Date (other than as provided
in Section 12.02 of the Agreement) such Investor Certificateholder's pro rata
share of the amounts on deposit in the Collection Account that are payable to
Class B Certificateholders pursuant to Section 4.07(b)(ii).
(e) Except as provided in Section 12.02 of the Agreement with
respect to a final distribution, distributions to Series 1998-3
Certificateholders hereunder shall be made by check mailed to each Series 1998-3
Certificateholder at such Certificateholder's address appearing in the
Certificate Register without presentation or surrender of any Series 1998-3
Certificate or the making of any notation thereon; provided, however, that with
respect to Series 1998-3 Certificates registered in the name of a Clearing
Agency, such distributions shall be made to such Clearing Agency in immediately
available funds.
Section 5.02. Reports and Statements to Series 1998-3
Certificateholders. (a) On each Distribution Date, the Paying Agent, on behalf
of the Trustee, shall forward to each Series 1998-3 Certificateholder a
statement substantially in the form of Exhibit C prepared by the Servicer. If
and so long as the Series 1998-3 Certificates are listed on the Luxembourg Stock
Exchange and the rules of such exchange shall so require, within two Business
Days following each Payment Date, the Servicer shall publish or cause to be
published in an Authorized Newspaper of general circulation in Luxembourg a
notice to the effect that the information set forth in the statement forwarded
by the Paying Agent to Series 1998-3 Certificateholders with respect to such
Payment Date will be available for review at the Luxembourg Stock Exchange and
at the main office of the listing agent in Luxembourg, Banque Internationale A
Luxembourg S.A.
(b) Not later than the fourth Business Day preceding each
Distribution Date, the Servicer shall deliver to the Trustee, the Paying Agent,
each Rating Agency and the Cash Collateral Depositor and each Additional Cash
Collateral Depositor (i) a 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.
(c) A copy of each statement or certificate provided pursuant
to paragraph (a) or (b) may be obtained by any Series 1998-3 Certificateholder
or Certificate Owner by a request in writing to the Servicer.
<PAGE>
57
(d) On or before January 31 of each calendar year, beginning
with calendar year 1999, the Paying Agent, on behalf of the Trustee, shall
furnish or cause to be furnished to each Person who at any time during the
preceding calendar year was a Series 1998-3 Certificateholder, a statement
prepared by the Servicer containing the information which is required to be
contained in the statement to Series 1998-3 Certificateholders, as set forth in
paragraph (a) above, aggregated for such calendar year or the applicable portion
thereof during which such Person was a Series 1998-3 Certificateholder, together
with other information as is required to be provided by an issuer of
indebtedness under the Internal Revenue Code and such other customary
information as is necessary to enable the Series 1998-3 Certificateholders to
prepare their tax returns. Such obligation of the Servicer shall be deemed to
have been satisfied to the extent that substantially comparable information
shall be provided by the Paying Agent pursuant to any requirements of the
Internal Revenue Code as from time to time in effect.
ARTICLE VI
Amortization Events
Section 6.01. Additional Amortization Events. The occurrence
of any of the following events shall, immediately upon the occurrence thereof
without notice or other action on the part of the Trustee or the Series 1998-3
Certificateholders, be deemed to be an Amortization Event solely with respect to
Series 1998-3:
(a) on any Determination Date, the Class B Invested Amount on
the related Distribution Date will be reduced to less than 1% of the
Initial Invested Amount;
(b) on the last day of any Due Period during the Accumulation
Period the product of (i) the total amount of Principal Receivables as
of such last day, (ii) the Series 1998-3 Allocation Percentage
(expressed as a decimal) for such Due Period and (iii) the excess
(expressed as a decimal) of 100% over the Floating Allocation
Percentage for such Due Period, shall fail to equal at least 100% of
the Class A Principal Funding Account Balance on such day;
(c) the Portfolio Yield for any Due Period during the
Accumulation Period shall be less than the weighted average of the
Certificate Rates for all outstanding Series included in Group One as
of the last day of such Due Period;
<PAGE>
58
(d) the Class A Invested Amount shall not be paid in full on
the Class A Expected Final Payment Date or the Class B Invested Amount
shall not be paid in full on the Class B Expected Final Payment Date;
(e) the amount of Surplus Finance Charge Collections averaged
over any three consecutive Due Periods shall not be equal to or in
excess of the Required Surplus Finance Charge Amount for the last of
such three consecutive Due Periods.
ARTICLE VII
Optional Repurchase; Additional Issuances;
Accumulation Period
Section 7.01. Optional Repurchase. (a) On the Distribution
Date occurring on or after the date on which the Invested Amount is reduced to
5% of the Initial Invested Amount or less, the Sellers shall have the option to
purchase the Series 1998-3 Certificateholders' Interest, at a purchase price
equal to the Reassignment Amount for such Distribution Date.
(b) The Sellers shall give the Servicer and the Trustee at
least 30 days prior written notice of the date on which the Sellers intend to
exercise such purchase option. Not later than 12:00 noon, New York City time, on
such Distribution Date the Sellers shall deposit the Reassignment Amount into
the Collection Account in immediately available funds. Such purchase option is
subject to payment in full of the Reassignment Amount. The Reassignment Amount
shall be distributed as set forth in Section 8.01(b).
(c) If the Loan Agreement or any Additional Loan Agreement so
provides, in the event the Sellers exercise such purchase option,
notwithstanding anything to the contrary contained in the Agreement or in this
Series Supplement, the Series 1998-3 Certificates shall be deemed to remain
outstanding as if such purchase option were not exercised and the terms of the
Agreement and this Series Supplement (other than Section 4.11(c) through (i) of
this Series Supplement and Section 12.02(c) of the Agreement) shall otherwise
remain in effect until the earlier of (i) one year and one day following the
Termination Date, (ii) the date on which the Trust terminates and (iii) the date
on which the Class A Invested Amount, the Class B Invested Amount and the CCA
Invested Amount, if any, would have been paid in full had such purchase option
not been exercised; provided that distributions which would otherwise have been
made to the Series 1998-3 Certificateholders shall be made to the Sellers.
<PAGE>
59
Section 7.02. Additional Issuances of Series 1998-3
Certificates. (a) Subject to Sections 7.02(b) and (c) of this Series Supplement,
the Banks may at any time, or from time to time, during the Revolving Period
direct the Trustee, on behalf of the Trust, to authenticate additional Class A
Certificates (the "Additional Class A Certificates") and additional Class B
Certificates (the "Additional Class B Certificates") on the first day of any Due
Period (each such day, an "Additional Issuance Date"). Any such issuance of
Additional Investor Certificates is referred to herein as an "Additional
Issuance". The outstanding Investor Certificates of each class and the
Additional Investor Certificates of that class shall be equally and ratably
entitled as provided herein to the benefits of the Agreement and this Series
Supplement without preference, priority or distinction, all in accordance with
the terms and provisions of the Agreement and this Series Supplement.
(b) The obligation of the Trustee to authenticate Additional
Investor Certificates is subject to the satisfaction of the following
conditions:
(i) on or before the fifth Business Day immediately preceding
the Additional Issuance Date, the Sellers shall have given the Trustee,
the Servicer, each Rating Agency and the Cash Collateral Depositor
written notice of such Additional Issuance and the Additional Issuance
Date;
(ii) the Sellers shall have delivered to the Trustee an
amended Series Supplement, in form satisfactory to the Trustee,
executed by each party hereto other than the Trustee;
(iii) after giving effect to the Additional Issuance, the
total amount of Principal Receivables shall be equal to, or greater
than, the Required Minimum Principal Balance;
(iv) either (A) the Sellers, the Trustee and the Cash
Collateral Depositor shall have entered into an amendment to the Loan
Agreement or (B) the Sellers, the Trustee and the additional Series
Enhancer shall have entered into an additional series enhancement
agreement;
<PAGE>
60
(v) the Sellers shall have delivered to the Trustee, each
Rating Agency and the Cash Collateral Depositor a Tax Opinion dated the
Additional Issuance Date, with respect to such Additional Issuance;
(vi) the Sellers shall have delivered to each Rating Agency
(A) Opinion(s) of Counsel with respect to the enforceability of the
Additional Loan Agreement, (B) an Opinion of Counsel to the effect that
such Additional Issuance will not violate applicable Federal securities
laws and (C) such other documents as the Rating Agencies may request;
(vii) the Rating Agency Condition shall have been satisfied
with respect to such Additional Issuance;
(viii) such Additional Issuance shall not have an Adverse
Effect and is not reasonably expected to have an Adverse Effect at any
time in the future;
(ix) as of the Additional Issuance Date all amounts due and
owing to the Series 1998-3 Certificateholders on or prior to such date
shall have been paid to such Certificateholders and there shall not be
any unreimbursed Investor Charge-Offs;
(x) the excess of the principal amount of the Additional
Investor Certificates over the issue price of the Additional Investor
Certificates shall not exceed the maximum amount permitted under the
Internal Revenue Code without the creation of original issue discount
(assuming that there is no original issue discount on the Additional
Investor Certificates for any other reason);
(xi) the Banks' Interest shall not be less than 2% of the
total amount of Principal Receivables, in each case as of the
Additional Issuance Date, after giving effect to such Additional
Issuance;
(xii) the ratio of the Controlled Amortization Amount (after
giving effect to such Additional Issuance) to the Invested Amount
(after giving effect to such Additional Issuance) shall be equal to the
ratio of the Controlled Amortization Amount (before giving effect to
such Additional Issuance) to the Invested Amount (before giving effect
to such Additional Issuance);
<PAGE>
61
(xiii) the Sellers shall cause additional credit enhancement
to be provided by the Cash Collateral Depositor or any additional
Series Enhancer for the exclusive benefit of the Investor
Certificateholders; provided that the ratio of the Available
Enhancement Amount (after giving effect to such increase) to the
Invested Amount (after giving effect to such Additional Issuance) shall
be greater than or equal to the ratio of the Available Enhancement
Amount (before giving effect to such increase) to the Invested Amount
(before giving effect to such Additional Issuance);
(xiv) the ratio of the sum of the increase in the Class A
Investment Fees (as a result of such Additional Issuance) to the
increase in the Invested Amount (as a result of such Additional
Issuance) shall be less than or equal to 150% of the ratio of the sum
of the Class A Investment Fees (as of the Closing Date) to the Invested
Amount (as of the Closing Date); provided, however, that if the sum of
the Class A Investment Fees as of the Closing Date is less than
$10,000, the sum of the increase in the Class A Investment Fees (as a
result of such Additional Issuance) shall be less than $100,000; and
(xv) the Sellers shall have delivered to the Trustee an
Officer's Certificate, dated the Additional Issuance Date, confirming
that the conditions referred to above have been satisfied.
Upon satisfaction of the above conditions, the Trustee shall authenticate the
Additional Investor Certificates upon execution thereof by the Sellers.
(c) Notwithstanding any provision of the Agreement or this
Series Supplement, this Series Supplement may be amended by the Servicer, the
Sellers and the Trustee, without the consent of any of the Certificateholders,
to provide for an Additional Issuance, provided that the conditions set forth in
Section 7.02(b) have been satisfied.
(d) Notwithstanding any provision of this Series Supplement,
the Sellers may cause additional Series Enhancement to be provided for the
benefit of the Investor Certificateholders in lieu of (or in addition to) an
Additional Cash Collateral Account provided in connection with an Additional
Issuance; provided that the conditions set forth in Section 7.02(b) will be
satisfied.
<PAGE>
62
Section 7.03. Accumulation Period Postponement. The
Accumulation Period is scheduled to commence at the close of business on the
fourth-to-last Business Day of January 2002; provided, however, that if the
Accumulation Period Length (determined as described below) is less than twelve
months, upon notice to the Trustee, the Sellers, the Rating Agency and the Cash
Collateral Depositor, the Servicer, at its option, may elect to postpone the
date on which the Accumulation Period actually commences to the fourth-to-last
Business Day of any month that precedes the month that is the number of months
prior to the Class A Expected Final Payment Date, equal to the Accumulation
Period Length such that the number of Monthly Periods in the Accumulation Period
will equal or exceed the Accumulation Period Length. On the Determination Date
immediately preceding the January 2002 Distribution Date, the Servicer will
determine the "Accumulation Period Length" which will equal the number of months
such that the sum of the Accumulation Period Amounts for each Monthly Period,
beginning with (and assigning the largest Accumulation Period Amount to) the
Monthly Period that ends on the day preceding the Class A Expected Final Payment
Date, when aggregated with the Accumulation Period Amounts for each preceding
Monthly Period will equal or exceed the Initial Invested Amount. If the Servicer
elects to postpone the commencement of the Accumulation Period pursuant to this
Section 7.03, then on each Determination Date thereafter until the date the
Accumulation Period commences, the Servicer will recalculate the Accumulation
Period Length; provided, however, that (i) the length of the Accumulation Period
shall not be shorter than the period determined as of the first date of
determination unless an additional Series, other than an Excluded Series, shall
have been issued since such date and such Series is in its revolving period;
(ii) the length of the Accumulation Period will not be less than one month; and
(iii) no election to postpone, or further postpone, the commencement of the
Accumulation Period shall be made after an economic amortization event (as
defined in the related Supplement) shall have occurred and is continuing with
respect to any other Series. If the Accumulation Period Length as recalculated
on any such Determination Date exceeds the number of Monthly Periods then
scheduled to be included in the Accumulation Period, the commencement date of
the Accumulation Period will be changed to the later of (x) such Determination
Date and (y) the fourth-to-last Business Day of a month such that the number of
Monthly Periods in the Accumulation Period will equal the recalculated
Accumulation Period Length. Any notice by the Servicer electing to postpone (or
further postpone) the commencement of the Accumulation Period pursuant to this
Section 7.03 shall specify (i) the Accumulation Period Length, (ii) the
commencement date of the Accumulation Period and (iii) the Controlled
Amortization Amount with respect to each Monthly Period.
<PAGE>
63
ARTICLE VIII
Final Distributions
Section 8.01. Sale of Certificateholders' Interest Pursuant to
Section 2.06 or 10.01 of the Agreement. (a) Purchase Price. (i) The amount to be
paid by the Sellers with respect to Series 1998-3 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 1998-3 in connection with a repurchase of the Certificateholders'
Interest pursuant to Section 10.01 of the Agreement shall equal the sum of (x)
the Reassignment Amount for the Distribution Date of such repurchase and (y) the
sum of (A) the excess, if any, of (I) a price equivalent to the average of bids
quoted on the Record Date preceding the date of repurchase or, if not a Business
Day, on the next succeeding Business Day by at least two recognized dealers
selected by the Trustee (which may be selected from the list attached as
Schedule 1), for the purchase by such dealers of a security which is similar to
the Class A Certificates with a remaining maturity approximately equal to the
remaining maturity of the Class A Certificates and rated by each Rating Agency
in the rating category originally assigned to the Class A Certificates over (II)
the portion of the Reassignment Amount attributable to the Class A Certificates
and (B) the excess, if any, of (I) a price equivalent to the average of bids
quoted on such Record Date or, if not a Business Day, on the next succeeding
Business Day by at least two recognized dealers selected by the Trustee (which
may be selected from the list attached as Schedule 1), for the purchase by such
dealers of a security which is similar to the Class B Certificates with a
remaining maturity approximately equal to the remaining maturity of the Class B
Certificates and rated by each Rating Agency in the rating category originally
assigned to the Class B Certificates over (II) the portion of the Reassignment
Amount attributable to the Class B Certificates.
<PAGE>
64
(b) Distributions Pursuant to Section 7.01 of this Series
Supplement and Sections 2.06, 10.01 or 12.02(c) of the Agreement. With respect
to the Reassignment Amount deposited into the Collection Account pursuant to
Section 7.01 or 8.01 or any Termination Proceeds from the sale of Receivables
(or interests therein) allocable to the Series 1998-3 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 the following amounts
(in the priority set forth below and, in each case, after giving effect to any
deposits and distributions otherwise to be made on such date) in immediately
available funds: (i)(x) the Class A Invested Amount on such date will be
deposited into the Class A Principal Funding Account and (y) the amount of
accrued and unpaid interest on the unpaid balance of the Class A Certificates,
plus the amount of Class A Additional Interest, if any, for such Distribution
Date and any Class A Additional Interest previously due but not deposited into
the Class A Interest Funding Account on any prior Distribution Date, will be
deposited into the Class A Interest Funding Account, (ii)(x) the Class B
Invested Amount on such date will be retained in the Collection Account for
distribution to the Class B Certificateholders and (y) the amount of accrued and
unpaid interest on the unpaid balance of the Class B Certificates, plus the
amount of Class B Additional Interest, if any, for such Distribution Date and
any Class B Additional Interest previously due but not deposited into the Class
B Interest Funding Account on a prior Distribution Date, will be deposited into
the Class B Interest Funding Account, and (iii) the CCA Invested Amount, if any,
on such date will be distributed, pro rata, to the Cash Collateral Depositor and
each Additional Cash Collateral Depositor, for application in accordance with
the Loan Agreement and each Additional Loan Agreement, respectively.
Notwithstanding anything to the contrary contained in this Series Supplement or
the Agreement, the amount of any excess determined pursuant to paragraph
(a)(ii)(y)(A) shall be distributed to the Class A Certificateholders and the
amount of any excess determined pursuant to paragraph (a)(ii)(y)(B) shall be
distributed to the Class B Certificateholders. The remainder of any Termination
Proceeds shall be distributed, pro rata, to the Cash Collateral Depositor and
each Additional Cash Collateral Depositor for application in accordance with the
Loan Agreement and each Additional Loan Agreement, respectively.
<PAGE>
65
(c) Notwithstanding anything to the contrary in this Series
Supplement or the Agreement, the entire amount deposited in the Class A
Principal Funding Account and the Interest Funding Accounts and the amount
retained in the Collection Account for distribution to the Class B
Certificateholders pursuant to Section 7.01 or 8.01 and all other amounts on
deposit therein for distribution to the Series 1998-3 Certificateholders shall
be distributed in full to the Series 1998-3 Certificateholders on such date and
shall be deemed to be a final distribution pursuant to Section 12.02 of the
Agreement.
Section 8.02. Distribution of Proceeds of Sale, Disposition or
Liquidation of the Receivables Pursuant to Section 9.02 of the Agreement. (a)
Not later than 12:00 noon, New York City time, on the Distribution Date
following the date on which the Insolvency Proceeds are deposited into the
Collection Account pursuant to Section 9.02(b) of the Agreement, the Trustee
shall (in the following priority and, in each case, after giving effect to any
deposits and distributions otherwise to be made on such Distribution Date) (i)
deduct an amount equal to the Class A Invested Amount on such Distribution Date
from the portion of the Insolvency Proceeds allocated to Allocable Principal
Collections and deposit such amount in the Class A Principal Funding Account,
provided that the amount of such deposit 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, (ii) deduct an amount equal to the Class B Invested Amount on such
Distribution Date from the portion of the Insolvency Proceeds allocated to
Allocable Principal Collections and retain such amount in the Collection Account
for distribution to the Class B Certificateholders, provided that such amount
shall not exceed (x) the product of the portion of the Insolvency Proceeds
allocated to Allocable Principal Collections and the Principal Allocation
Percentage with respect to such Due Period, minus (y) the amount deposited into
the Class A Principal Funding Account pursuant to clause (a)(i) of this
sentence, and (iii) deduct an amount equal to the CCA Invested Amount, if any,
on such Distribution Date from the portion of the Insolvency Proceeds allocated
to Allocable Principal Collections and distribute, pro rata, such amount to the
Cash Collateral Depositor and each Additional Cash Collateral Depositor for
application in accordance with the Loan Agreement and each Additional Loan
Agreement, respectively, provided that the amount of such distribution shall not
exceed (x) the product of the portion of the Insolvency Proceeds allocated to
Allocable Principal Collections and the Principal Allocation Percentage with
respect to such Due Period minus (y) the amount deposited in the Class A
Principal Funding Account pursuant to clause (a)(i) of this sentence and the
amount retained in the Collection Account pursuant to clause (a)(ii) of this
sentence. 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.
<PAGE>
66
(b) Not later than 12:00 noon, New York City time, on such
Distribution Date, the Trustee shall (in the following priority and, in each
case, after giving effect to any deposits and distributions otherwise to be made
on such Distribution Date) (i) deduct an amount equal to the sum of (w) Class A
Monthly Interest for such Distribution Date, (x) any Class A Monthly Interest
previously due but not deposited into Class A Interest Funding Account on a
prior Distribution Date, (y) the amount of Class A Additional Interest, if any,
for such Distribution Date and any Class A Additional Interest previously due
but not deposited into the Class A Interest Funding Account on a prior
Distribution Date, and (z) the amount of the Class A Funding Account Shortfall
for such Distribution Date and any Class A Funding Account Shortfall previously
due but not deposited into the Class A Interest Funding Account on a prior
Distribution Date, from the portion of the Insolvency Proceeds allocated to
Allocable Finance Charge Collections and deposit such amount in the Class A
Interest Funding Account, provided that the amount of such deposit shall not
exceed the product of (x) the portion of the Insolvency Proceeds allocated to
Allocable Finance Charge Collections, (y) the Floating Allocation Percentage
with respect to such Due Period and (z) a fraction, the numerator of which is
the Class A Invested Amount with respect to such Distribution Date and the
denominator of which is the Invested Amount with respect to such Distribution
Date and (ii) deduct an amount equal to the sum of (w) Class B Monthly Interest
for such Distribution Date, (x) any Class B Monthly Interest previously due but
not deposited into the Class B Interest Funding Account on a prior Distribution
Date, (y) the Cumulative Excess Interest Amount with respect to such
Distribution Date, and (z) the amount of Class B Additional Interest, if any,
for such Distribution Date and any Class B Additional Interest previously due
but not deposited into the Class B Interest Funding Account on a prior
Distribution Date, from the portion of the Insolvency Proceeds allocated to
Allocable Finance Charge Collections and deposit such amount into the Class B
Interest Funding Account, provided that the amount of such deposit shall not
exceed the product of (x) the portion of the Insolvency Proceeds allocated to
Allocable Finance Charge Collections, (y) the Floating Allocation Percentage
with respect to such Due Period and (z) a fraction, the numerator of which is
the Class B Invested Amount with respect to such Distribution Date and the
denominator of which is the Invested Amount with respect to such Distribution
Date. The remainder of the Insolvency Proceeds allocated to Allocable Finance
Charge Collections shall be distributed, pro rata, to the Cash Collateral
Depositor and each Additional Cash Collateral Depositor for application in
accordance with the provisions of the Loan Agreement and each Additional Loan
Agreement, respectively.
<PAGE>
67
(c) Notwithstanding anything to the contrary in this Series
Supplement or the Agreement, the entire amount deposited in the Class A
Principal Funding Account and the Interest Funding Accounts and the amount
retained in the Collection Account for distribution to the Class B
Certificateholders pursuant to this Section and all other amounts on deposit
therein for distribution to the Series 1998-3 Certificateholders shall be
distributed in full to the Series 1998-3 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 1998-3 Certificates shall not be deemed to have disapproved a
liquidation of the Receivables following an Insolvency Event with respect to any
of the Sellers unless (i) holders of more than 50% of the aggregate unpaid
principal amount of each of the Class A Certificates and the Class B
Certificates and (ii) the Cash Collateral Depositor and each Additional Cash
Collateral Depositor shall have disapproved of such liquidation (or, if the Cash
Collateral Depositor and any Additional Cash Collateral Depositor shall have
assigned all or part of their respective interests under the Loan Agreement and
such Additional Loan Agreements, respectively, to one or more Persons, then one
or more Persons holding more than 50% of such interest shall have disapproved of
such liquidation).
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 the occurrence of an Amortization Event described in Section
6.01(e), 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 the weighted average of the Certificate Rates of each
outstanding Series as of such last day and 6%.
<PAGE>
68
ARTICLE X
Miscellaneous Provisions
Section 10.01. 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 10.02. 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 10.03. Governing Law. THIS SERIES SUPPLEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.
Section 10.04. 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 (a) the Investor Certificateholders
and (b) the Cash Collateral Depositor and the Additional Cash
<PAGE>
Collateral Depositor to the extent of the CCA Invested Amount.
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 /s/ William A. Kauffman
-----------------------
Name: William A. Kauffman
Title: Vice President
CITIBANK (NEVADA), NATIONAL
ASSOCIATION, Seller,
by /s/ Robert D. Clark
-----------------------
Name: Robert D. Clark
Title: Vice President
BANKERS TRUST COMPANY,
Trustee,
by /s/ Patricia M.F. Russo
-----------------------
Name: Patricia M.F. Russo
Title: Vice President
<PAGE>
1
EXHIBIT A-1
REGISTERED $____________*/
No. R- CUSIP No. [ ]
[Unless this Class A Certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to the issuer or its agent for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.]
CITIBANK CREDIT CARD MASTER TRUST I
SERIES 1998-3
5.80% CLASS A CREDIT CARD PARTICIPATION CERTIFICATE
Class A Expected Final Payment Date:
The February 2003 Distribution Date
Each $1,000 minimum denomination 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)
- --------
*/ Denominations of $1,000 and integral multiples of $1,000 in excess thereof.
<PAGE>
2
This certifies that [ ] (the "Class A 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 1998-3 Supplement dated as of January 29, 1998 (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 successor to Yasuda Bank and
Trust Company (U.S.A.), 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 in the Series Accounts, (v) the
benefits of the Cash Collateral Account and (vi) all other assets and interests
constituting the Trust. The Holder of this Certificate is entitled to the
benefit of funds on deposit in a Cash Collateral Account to the extent provided
in the Series Supplement. 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 Class A
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.
<PAGE>
3
This Class A 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 Class A Certificateholder by virtue of the acceptance hereof
assents and is bound.
It is the intent of the Sellers and the Investor
Certificateholders that, for Federal, state and local income and franchise tax
purposes only, the Investor Certificates will qualify as indebtedness of the
Sellers secured by the Receivables. The Class A Certificateholder, by the
acceptance of this Class A Certificate, agrees to treat this Class A Certificate
for Federal, state and local income and franchise tax purposes as indebtedness
of the Sellers.
In general, payments of principal with respect to the Class A
Certificates are limited to the Class A Invested Amount, which may be less than
the unpaid principal balance of the Class A Certificates. The Class A Expected
Final Payment Date is the February 2003 Distribution Date, but principal with
respect to the Class A Certificates may be paid earlier or later under certain
circumstances described in the Agreement and the Series Supplement. If for one
or more months during the Accumulation Period there are not sufficient funds to
pay the Controlled Amortization Amount, then to the extent that excess funds are
not available on subsequent Distribution Dates with respect to the Accumulation
Period to make up for such shortfalls, the final payment of principal of the
Class A Certificates will occur later than the Class A Expected Final Payment
Date. If the principal of the Class A Certificates and the Class B Certificates
is not paid in full on or prior to 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 Invested Amount as of such Termination Date, subject to certain
limitations, and shall immediately deposit the Termination Proceeds allocable to
the Series 1998-3 Certificateholders' Interest in the Collection Account. The
Termination Proceeds shall be allocated and distributed to the Class A
Certificateholders and the Class B Certificateholders in accordance with the
Series Supplement.
<PAGE>
4
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual or facsimile signature, this
Class A Certificate shall not
<PAGE>
5
be entitled to any benefit under the Agreement or the Series Supplement or be
valid for any purpose.
IN WITNESS WHEREOF, the Banks have caused this Class A
Certificate to be duly executed.
CITIBANK (SOUTH DAKOTA), N.A.,
by
Name:
Title:
CITIBANK (NEVADA),
NATIONAL ASSOCIATION,
by
Name:
Title:
Dated:
<PAGE>
6
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class A Certificates described in the within-mentioned
Agreement and Series Supplement.
BANKERS TRUST COMPANY, as successor to
Yasuda Bank and Trust Company
(U.S.A.), as Trustee,
by
Name:
Title: Authorized Officer
or
By: CITIBANK, N.A.,
as Authenticating Agent
for the Trustee,
by
Name:
Title: Authorized Officer
<PAGE>
7
CITIBANK CREDIT CARD MASTER TRUST I
SERIES 1998-3
5.80% CLASS A 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 Class A Certificate is one of a series of
Certificates entitled Citibank Credit Card Master Trust I, Series 1998-3 (the
"Series 1998-3 Certificates"), and one of a class thereof entitled 5.80% Class A
Credit Card Participation Certificates, Series 1998-3 (the "Class A
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 Class A Certificates at any time in the Principal Receivables
in the Trust shall not exceed an amount equal to the Class A Invested Amount at
such time. The Class A Initial Invested Amount is $625,000,000. The Class A
Invested Amount on any date will be an amount equal to (a) the Class A Initial
Invested Amount, minus (b) the aggregate amount of principal payments made to
Class A Certificateholders prior to such date, minus (c) the Class A Principal
Funding Account Balance as of such date and minus (d) the excess, if any, of the
aggregate amount of Class A Investor Charge-Offs over Class A Investor
Charge-Offs reimbursed pursuant to Section 4.08 of the Series Supplement prior
to such date. In addition to the Class A Certificates, a class of the Series
1998-3 Certificates entitled 5.95% Class B Credit Card Participation
Certificates, Series 1998-3 (the "Class B Certificates") will be issued. Also, a
Sellers' Certificate has been issued to the Sellers pursuant to the Agreement
which represents the Sellers' Interest.
<PAGE>
8
Subject to the terms and conditions of the Agreement, the Sellers may from time
to time direct the Trustee, on behalf of the Trust, to issue one or more new
Series of Investor Certificates, which will represent fractional undivided
interests in certain of the Trust Assets.
On each Payment Date, the Paying Agent shall distribute to each Class A
Certificateholder of record on the last day of the preceding calendar month
(each a "Record Date") such Class A Certificateholder's pro rata share of such
amounts on deposit in the Class A Interest Funding Account or the Class A
Principal Funding Account as are payable to the Class A Certificateholders
pursuant to the Agreement and the Series Supplement. Distributions with respect
to this Class A Certificate will be made by the Paying Agent by check mailed to
the address of the Class A Certificateholder of record appearing in the
Certificate Register without the presentation or surrender of this Class A
Certificate or the making of any notation thereon (except for the final
distribution in respect of this Class A Certificate) except that with respect to
Class A Certificates registered in the name of Cede & Co., the nominee for The
Depository Trust Company, distributions will be made in the form of immediately
available funds. Final payment of this Class A Certificate will be made only
upon presentation and surrender of this Class A Certificate at the office or
agency specified in the notice of final distribution delivered by the Trustee to
the Class A Certificateholders in accordance with the Agreement and the Series
Supplement.
On the Distribution Date occurring on or after the date on which the Invested
Amount is reduced to 5% of the Initial Invested Amount or less, the Sellers have
the option to repurchase the Series 1998-3 Certificateholders' Interest in the
Trust. The repurchase price (determined after giving effect to any payment of
principal and interest on such Distribution Date) will be equal to the
Reassignment Amount for such Distribution Date.
This Class A Certificate does not represent an obligation of, or an interest in,
the Sellers, the Servicer or any affiliate of any of them and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
governmental agency or instrumentality. This Class A 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.
<PAGE>
9
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 or the amount available under any Series
Enhancement 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.
The Class A Certificates are issuable only in minimum denominations of $1,000
and integral multiples of $1,000. The transfer of this Class A Certificate shall
be registered in the Certificate Register upon surrender of this Class A
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 Class A Certificateholder or such Class A
Certificateholder's attorney, and duly authorized in writing with such signature
guaranteed, and thereupon one or more new Class A Certificates of authorized
denominations and for the same aggregate fractional undivided interest will be
issued to the designated transferee or transferees.
<PAGE>
10
As provided in the Series Supplement, the Banks may, from time to time, during
the Revolving Period, subject to certain conditions set forth in the Series
Supplement, cause the Trustee to issue Additional Class A Certificates. When
issued, the Additional Class A Certificates will be identical in all respects to
the other outstanding Class A Certificates and will be equally and ratably
entitled to the benefits of the Agreement and the Series Supplement without
preference, priority or distinction.
As provided in the Agreement and subject to certain limitations therein set
forth, Class A Certificates are exchangeable for new Class A Certificates
evidencing like aggregate fractional undivided interests as requested by the
Class A Certificateholder surrendering such Class A Certificates. No service
charge may be imposed for any such exchange but the Servicer or Transfer Agent
and Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.
The Servicer, the Trustee, the Paying Agent and the Transfer Agent and Registrar
and any agent of any of them, may treat the person in whose name this Class A
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 CLASS A 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.
<PAGE>
11
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.
<PAGE>
1
EXHIBIT A-2
REGISTERED $__________*/
No. R- CUSIP NO. [ ]
[Unless this Class B Certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the issuer or
its agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]
CITIBANK CREDIT CARD MASTER TRUST I
SERIES 1998-3
5.95% CLASS B CREDIT CARD PARTICIPATION CERTIFICATE
Class B Expected Final Payment Date:
The February 2003 Distribution Date
Each $1,000 minimum denomination 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).
- --------
*/ Denominations of $1,000 and integral multiples of $1,000 in excess thereof.
<PAGE>
2
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 [ ] (the "Class B 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 1998-3 Supplement dated as of January 29, 1998 (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 successor to Yasuda Bank and
Trust Company (U.S.A.), 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 in the Series Accounts, (v) the
benefits of the Cash Collateral Account and (vi) all other assets and interests
constituting the Trust. The Holder of this Certificate is entitled to the
benefit of funds on deposit in a Cash Collateral Account to the extent provided
in the Series Supplement. 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 Class B
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.
<PAGE>
3
This Class B 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
Class B Certificateholder by virtue of the acceptance hereof assents and is
bound.
It is the intent of the Sellers and the Investor Certificateholders that, for
Federal, state and local income and franchise tax purposes only, the Investor
Certificates will qualify as indebtedness of the Sellers secured by the
Receivables. The Class B Certificateholder, by the acceptance of this Class B
Certificate, agrees to treat this Class B Certificate for Federal, state and
local income and franchise tax purposes as indebtedness of the Sellers.
In general, payments of principal with respect to the Class B Certificates are
limited to the Class B Invested Amount, which may be less than the unpaid
principal balance of the Class B Certificates, except that principal payments
may be made in excess of the Class B Invested Amount to the extent amounts are
available for that purpose in the Cash Collateral Account. The Class B Expected
Final Payment Date is the February 2003 Distribution Date, but principal with
respect to the Class B Certificates may be paid earlier or later under certain
circumstances described in the Agreement and the Series Supplement. Principal
payments with respect to the Class B Certificates will not commence until the
Class A Invested Amount is paid in full. In addition, the final payment of
principal of the Class B Certificates will occur later than the Class B Expected
Final Payment Date if Collections of Receivables allocable to pay principal of
the Class B Certificates are insufficient to pay the Class B Invested Amount on
or prior to such Distribution Date. If the principal of the Class A Certificates
and the Class B Certificates is not paid in full on or prior to 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 Invested Amount as of such
Termination Date, subject to certain limitations, and shall immediately deposit
the Termination Proceeds allocable to the Series 1998-3 Certificateholders'
Interest in the Collection Account. The Termination Proceeds shall be allocated
and distributed to the Class A Certificateholders and the Class B
Certificateholders in accordance with the Series Supplement.
<PAGE>
4
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee, by manual or facsimile signature, this Class B
Certificate shall not
<PAGE>
5
be entitled to any benefit under the Agreement or the Series Supplement or be
valid for any purpose.
IN WITNESS WHEREOF, the Banks have caused this Class B Certificate to be duly
executed.
CITIBANK (SOUTH DAKOTA), N.A.,
by
Name:
Title:
CITIBANK (NEVADA),
NATIONAL ASSOCIATION,
by
Name:
Title:
Dated:
<PAGE>
6
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class B Certificates described in the within-mentioned
Agreement and Series Supplement.
BANKERS TRUST COMPANY, as successor to
Yasuda Bank and Trust Company (U.S.A.),
as Trustee,
by _________________________
Authorized Officer
or
by CITIBANK, N.A.,
as Authenticating Agent
for the Trustee,
by _________________________
Authorized Officer
<PAGE>
CITIBANK CREDIT CARD MASTER TRUST I
SERIES 1998-3
5.95% CLASS B 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 generally arise from Periodic Rate
Finance Charges, Cash Advance Fees, Late Payment Fees and annual membership fees
with respect to the Accounts. This Class B Certificate is one of a series of
Certificates entitled Citibank Credit Card Master Trust I, Series 1998-3 (the
"Series 1998-3 Certificates"), and one of a class thereof entitled 5.95% Class B
Credit Card Participation Certificates, Series 1998-3 (the "Class B
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 Class B Certificates at any time in the Principal Receivables
in the Trust shall not exceed an amount equal to the Class B Invested Amount at
such time. The Class B Initial Invested Amount is $40,000,000. The Class B
Invested Amount on any date will be an amount equal to (a) the Class B Initial
Invested Amount, minus (b) the aggregate amount of principal payments made to
Class B Certificateholders prior to such date (other than any principal payments
made to Class B Certificateholders from the proceeds of a Reimbursement Draw
Amount pursuant to Section 4.11(f) of the Series Supplement), minus (c) the
aggregate amount of Class B Investor Charge-Offs for all prior Distribution
Dates pursuant to Section 4.08(b) of the Series Supplement, minus (d) the
aggregate amount of Subordinated Principal Collections allocated on all prior
Distribution Dates pursuant to Section 4.10(a) of the Series Supplement
(excluding any Subordinated Principal Collections that have resulted in a
reduction in the CCA Invested Amount pursuant to Section 4.08(c) of the Series
Supplement), minus (e) an amount equal to the amount by which the Class B
Invested Amount has been reduced on all prior Distribution Dates pursuant to
Section 4.08(a) of the Series Supplement, and plus (f) the sum of (i) the
aggregate amount of any Allocable Miscellaneous Payments allocated and available
on all prior Distribution Dates pursuant to Section 4.08(b)(i)
<PAGE>
2
of the Series Supplement and (ii) the amount of Excess Finance Charge
Collections allocated and available on all prior Distribution Dates pursuant to
Section 4.09(f) of the Series Supplement for the purpose of reimbursing amounts
deducted pursuant to the foregoing clauses (c), (d) and (e). In addition to the
Class B Certificates, a class of the Series 1998-3 Certificates entitled 5.80%
Class A Credit Card Participation Certificates, Series 1998-3 (the "Class A
Certificates") will be issued. Also, a Sellers' Certificate has been issued to
the Sellers pursuant to the Agreement which represents the Sellers' Interest.
Subject to the terms and conditions of the Agreement, the Sellers may from time
to time direct the Trustee, on behalf of the Trust, to issue one or more new
Series of Investor Certificates, which will represent fractional undivided
interests in certain of the Trust Assets.
On each Payment Date, the Paying Agent shall distribute to each Class B
Certificateholder of record on the last day of the preceding calendar month
(each a "Record Date") such Class B Certificateholder's pro rata share of such
amounts (including amounts on deposit in the Class B Interest Funding Account or
the Collection Account) as are payable to the Class B Certificateholders
pursuant to the Agreement and the Series Supplement. Distributions with respect
to this Class B Certificate will be made by the Paying Agent by check mailed to
the address of the Class B Certificateholder of record appearing in the
Certificate Register without the presentation or surrender of this Class B
Certificate or the making of any notation thereon (except for the final
distribution in respect of this Class B Certificate) except that with respect to
Class B Certificates registered in the name of Cede & Co., the nominee for the
Depository Trust Company, distributions will be made in the form of immediately
available funds. Final payment of this Class B Certificate will be made only
upon presentation and surrender of this Class B Certificate at the office or
agency specified in the notice of final distribution delivered by the Trustee to
the Class B Certificateholders in accordance with the Agreement and the Series
Supplement.
<PAGE>
3
On the Distribution Date occurring on or after the date on which the Invested
Amount is reduced to 5% of the Initial Invested Amount or less, the Sellers have
the option to repurchase the Series 1998-3 Certificateholders' Interest in the
Trust. The repurchase price (determined after giving effect to any payment of
principal and interest on such Distribution Date) will be equal to the
Reassignment Amount for such Distribution Date.
This Class B Certificate does not represent an obligation of, or an interest in,
the Sellers, the Servicer or any affiliate of any of them and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
governmental agency or instrumentality. This Class B 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 or the amount available under any Series
Enhancement 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.
<PAGE>
4
The Class B Certificates are issuable only in minimum denominations of $1,000
and integral multiples of $1,000. The transfer of this Class B Certificate shall
be registered in the Certificate Register upon surrender of this Class B
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 Class B Certificateholder or such Class B
Certificateholder's attorney, and duly authorized in writing with such signature
guaranteed, and thereupon one or more new Class B 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 Series Supplement, the Banks may, from time to time, during
the Revolving Period, subject to certain conditions set forth in the Series
Supplement, cause the Trustee to issue Additional Class B Certificates. When
issued, the Additional Class B Certificates will be identical in all respects to
the other outstanding Class B Certificates and will be equally and ratably
entitled to the benefits of the Agreement and the Series Supplement without
preference, priority or distinction.
As provided in the Agreement and subject to certain limitations therein set
forth, Class B Certificates are exchangeable for new Class B Certificates
evidencing like aggregate fractional undivided interests as requested by the
Class B Certificateholder surrendering such Class B Certificates. No service
charge may be imposed for any such exchange but the Servicer or Transfer Agent
and Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.
The Servicer, the Trustee, the Paying Agent and the Transfer Agent and Registrar
and any agent of any of them, may treat the person in whose name this Class B
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.
<PAGE>
5
THIS CLASS B 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.
<PAGE>
6
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.
<PAGE>
EXHIBIT B-1
FORM OF MONTHLY PAYMENT INSTRUCTIONS AND
NOTIFICATION TO THE TRUSTEE AND
THE CASH COLLATERAL DEPOSITOR*/
----------------------------------------
CITIBANK (SOUTH DAKOTA), N.A.
CITIBANK CREDIT CARD MASTER TRUST I
SERIES 1998-3
The undersigned, a duly authorized representative of Citibank (South Dakota),
N.A. ("Citibank (South Dakota)"), as Servicer pursuant to the Pooling and
Servicing Agreement dated as of May 29, 1991 (as amended and supplemented, the
"Pooling and Servicing Agreement"), among Citibank (South Dakota), Citibank
(Nevada), National Association ("Citibank (Nevada)") and Bankers Trust Company,
as successor to Yasuda Bank and Trust Company (U.S.A.), as trustee (the
"Trustee"), does hereby certify as follows:
1. Capitalized terms used in this Certificate have their respective
meanings set forth in the Pooling and Servicing Agreement or the Series 1998-3
Supplement dated as of January 29, 1998, among Citibank (South Dakota), Citibank
(Nevada) and the Trustee (as amended and supplemented, the "Series Supplement"),
as applicable. This Certificate is delivered pursuant to Section 4.11(i) of the
Series Supplement.
2. Citibank (South Dakota) is the Servicer.
3. The undersigned is a Servicing Officer.
- ---------
*/ To be delivered not less than seven calendar days prior to the applicable
Transfer Date.
<PAGE>
2
NOTIFICATION TO MAKE WITHDRAWALS
FROM THE CASH COLLATERAL ACCOUNT
Pursuant to Sections 4.11(c) through (i) of the Series Supplement, the Servicer
does hereby instruct the Trustee (i) to make a withdrawal from the Cash
Collateral Account on [ ], 199[ ]/200[ ], which date is a Transfer Date, in an
aggregate amount as set forth below in respect of the following amounts and (ii)
to apply the proceeds of such withdrawal in accordance with Section 4.11(i) of
the Series Supplement:
1. Pursuant to Section 4.11(c):
Required Draw Amount in respect of the preceding Due Period ........$______
2. Pursuant to Section 4.11(d):
Interest Draw Amount in respect of the preceding Due Period ........$______
3. Pursuant to Section 4.11(e):
Default Draw Amount in respect of the preceding Due Period .........$______
4. Pursuant to Section 4.11(f):
Reimbursement Draw Amount in respect of the preceding Due Period ...$______
5. Pursuant to Section 4.11(g):
Special Draw Amount in respect of the preceding Due Period .........$______
6. Pursuant to Section 4.11(h):
Class A Principal Draw Amount in respect of the
preceding Due Period ...............................................$______
Class B Principal Draw Amount in respect of the
preceding Due Period ...............................................$______
<PAGE>
3
7. Pursuant to Section 4.11(i):
Total Draw Amount in respect of the preceding Due Period ...........$______
Total $______
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate
this ___ day of ______________, ----.
CITIBANK (SOUTH DAKOTA), N.A.,
Servicer,
by
-------------------------
Name:
Title:
<PAGE>
EXHIBIT B-2
FORM OF MONTHLY PAYMENT INSTRUCTIONS AND
NOTIFICATION TO THE TRUSTEE AND
THE ADDITIONAL CASH COLLATERAL DEPOSITOR*/
----------------------------------------
CITIBANK (SOUTH DAKOTA), N.A.
CITIBANK CREDIT CARD MASTER TRUST I
SERIES 1998-3
The undersigned, a duly authorized representative of Citibank (South Dakota),
N.A. ("Citibank (South Dakota)"), as Servicer pursuant to the Pooling and
Servicing Agreement dated as of May 29, 1991 (as amended and supplemented, the
"Pooling and Servicing Agreement"), among Citibank (South Dakota), Citibank
(Nevada), National Association ("Citibank (Nevada)") and Bankers Trust Company,
as successor to Yasuda Bank and Trust Company (U.S.A.), as trustee (the
"Trustee"), does hereby certify as follows:
1. Capitalized terms used in this Certificate have their respective
meanings set forth in the Pooling and Servicing Agreement or the Series 1998-3
Supplement dated as of January 29, 1998, among Citibank (South Dakota), Citibank
(Nevada) and the Trustee (as amended and supplemented, the "Series Supplement"),
as applicable. This Certificate is delivered pursuant to Section 4.11(i) of the
Series Supplement.
2. Citibank (South Dakota) is the Servicer.
3. The undersigned is a Servicing Officer.
- ------------
*/ To be delivered not less than seven calendar days prior to the applicable
Transfer Date.
<PAGE>
2
NOTIFICATION TO MAKE WITHDRAWALS
FROM THE CASH COLLATERAL ACCOUNT
Pursuant to Sections 4.11(c) through (i) of the Series Supplement, the Servicer
does hereby instruct the Trustee (i) to make a withdrawal from the Cash
Collateral Account on [ ],199[ ]/200[ ], which date is a Transfer Date, in an
aggregate amount as set forth below in respect of the following amounts and (ii)
to apply the proceeds of such withdrawal in accordance with Section 4.11(i) of
the Series Supplement:
1. Pursuant to Section 4.11(c):
Required Draw Amount in respect of the preceding Due Period ........$______
2. Pursuant to Section 4.11(d):
Interest Draw Amount in respect of the preceding Due Period ........$______
3. Pursuant to Section 4.11(e):
Default Draw Amount in respect of the preceding Due Period .........$______
4. Pursuant to Section 4.11(f):
Reimbursement Draw Amount in respect of the preceding Due Perio.....$______
5. Pursuant to Section 4.11(g):
Special Draw Amount in respect of the preceding Due Period .........$______
6. Pursuant to Section 4.11(h):
Class A Principal Draw Amount in respect of
the preceding Due Period .......................................... $______
Class B Principal Draw Amount in respect of
the preceding Due Period ...........................................$______
<PAGE>
3
7. Pursuant to Section 4.11(i):
Total Draw Amount in respect of the preceding Due Period ...........$______
Total $______
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate
this ___ day of ______________, ----.
CITIBANK (SOUTH DAKOTA), N.A.,
Servicer,
by
-------------------------
Name:
Title:
<PAGE>
EXHIBIT C
FORM OF MONTHLY STATEMENT
CITIBANK (SOUTH DAKOTA), N.A.
CITIBANK (NEVADA), NATIONAL ASSOCIATION
-----------------------------------------------------------
CITIBANK CREDIT CARD MASTER TRUST I
SERIES 1998-3
-----------------------------------------------------------
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 1998-3 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 successor to Yasuda Bank and Trust Company (U.S.A.), as Trustee,
does hereby certify the information set forth below. Capitalized terms used in
this Certificate 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 DuePeriod /
Principal Receivables in the Trust on the last
day of the prior Due Period] ........................................_____%
<PAGE>
2
2. New purchase rate [aggregate purchases of merchandise and services during the
Due Period / Receivables in the Trust on the last day
of the prior Due Period] ................................................._____%
3. Total payment rate [aggregate Collections during the Due Period / Receivables
in the Trust on the last day of the prior Due Period] ...................._____%
4. Principal payment rate [aggregate collections with respect to Principal
Receivables during the Due Period / Principal Receivables in the Trust on the
last day of the prior Due Period] ........................................_____%
5. Aggregate amount of Principal Receivables in the Trust:
Beginning of Due Period ..................................................$_____
Average ..................................................................$_____
End of Due Period ........................................................$_____
6. Delinquencies (Aggregate outstanding balances in the Accounts that were
delinquent by the time periods listed below as of the close of business
of the month preceding the Distribution Date, as a percentage of
aggregate Receivables as of the last day of the Due Period) 1/:
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 .................................................._____%
- ---------
1/ To be delivered no later than the 15th day of each calendar month.
<PAGE>
3
B. Information Regarding Group One (Percentage Basis)
1. Group One weighted average Certificate Rate ....................._____%
2. Weighted average rate of Group One Investor Monthly Fees ........_____%
3. Group One Surplus Finance Charge Collections /
the Invested Amount as of the last day of the
prior Due Period ................................................_____%
4. Group One Required Surplus Finance Charge
Amount / the Invested Amount as of the last day
of the prior Due Period ........................................._____%
5. Group One Surplus Finance Charge Collections
minus Group One Required Surplus Finance Charge
Amount / the Invested Amount as of the last day
of the prior Due Period ........................................._____%
C. Information Regarding Group One (Dollar Basis)
1. Group One Total Investor Collections ............................$_____
Group One Investor Principal Collections ..................$_____
Group One Investor Finance Charge Collections .............$_____
2. Group One Investor Default Amount ...............................$_____
3. Group One Investor Monthly Interest .............................$_____
4. Group One Investor Monthly Fees .................................$_____
5. Group One Surplus Finance Charge Collections ....................$_____
6. Group One Required Surplus Finance Charge Amount ................$_____
7. Group One Surplus Finance Charge Collections
minus Group One Required Surplus Finance Charge
Amount ..........................................................$_____
<PAGE>
4
D. Information Regarding Series 1998-3
1.(a) Class A Invested Amount ...........................................$_____
(b) Class B Invested Amount ...........................................$_____
2.(a) Class A Monthly Interest ..........................................$_____
(b) Class B Monthly Interest ..........................................$_____
3.(a) Balance in the Class A Interest Funding Account ...................$_____
(b) Balance in the Class B Interest Funding Account ...................$_____
4. Available Cash Collateral Amount .....................................$_____
% of Class B Invested Amount ........................................._____%
5.(a) Class A Investor Charge-offs ......................................$_____
(b) Class B Investor Charge-offs ......................................$_____
6. Required Amount ......................................................$_____
7. Draw on Cash Collateral Account ......................................$_____
8.(a) Class A Monthly Principal for the Distribution Date 1/ ............$_____
(b) Class B Monthly Principal for the Distribution Date 2/ ............$_____
9. Balance in the Class A Principal Funding Account 1/ ..................$_____
E. Information regarding Additional Investor Certificates 3/
- -----------
2/ Applicable during the Accumulation Period and any Early Amortization
Period.
3/ Applicable after issuance of Additional Investor Certificates.
<PAGE>
5
1. Additional Issuance Date......................................... _____
2. Invested Amount of Additional Class A Certificates...............$_____
3. Invested Amount of Additional Class B Certificates...............$_____
F. Information Regarding the Accumulation Period 4/
1. Date on which the Accumulation Period will commence.............. _____
2. Controlled Amortization Amount for each Monthly Period
(a) [ ],199[ ]/200[ ] Monthly Period...................$_____
(b) [ ],199[ ]/200[ ] Monthly Period...................$_____
G. Information Regarding Distributions, Certificateholders
and Charge-offs 5/
1.(a) The total amount of the distribution to Class A Certificateholders
on the Payment Date ..........................................$_____
(b) The total amount of the distribution to Class B Certificateholders
on the Payment Date ..........................................$_____
2.(a) The amount of the distribution set forth
in item 1(a) above in respect of
principal on the Class A Certificates ............................$
(b) The amount of the distribution set forth
in item 1(b) above in respect of
principal on the Class B Certificates ............................$
- ------------
4/ Applicable only if the Revolving Period has been extended.
5/ The following information, as applicable, is to be included only on
Payment Dates.
<PAGE>
6
3.(a) The amount of the distribution set forth
in item 1(a) above in respect of
interest on the Class A Certificates .............................$
(b) The amount of the distribution set forth
in item 1(b) above in respect of
interest on the Class B Certificates .............................$
4.(a) The amount, if any, by which the outstanding principal
balance of the Class A Certificates exceeds the Class A
Invested Amount as of the end of the Record Date with
respect to the Payment Date ......................................$
(b) The amount, if any, by which the outstanding principal
balance of the Class B Certificates exceeds the Class B
Invested Amount as of the end of the Record Date with
respect to the Payment Date ......................................$
CITIBANK (SOUTH DAKOTA), N.A.,
Servicer,
By:
Name:
Title:
<PAGE>
EXHIBIT D
FORM OF MONTHLY SERVICER'S CERTIFICATE
CITIBANK (SOUTH DAKOTA), N.A.
CITIBANK (NEVADA), NATIONAL ASSOCIATION
CITIBANK CREDIT CARD MASTER TRUST I
SERIES 1998-3
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 1998-3 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, as successor to Yasuda Bank and Trust Company (U.S.A.),
Trustee, does hereby certify as follows:
1. Capitalized terms used in this Certificate have their respective
meanings as set forth in the Agreement or Series Supplement, as applicable.
2. Citibank (South Dakota) is, as of the date hereof, the Servicer
under the Agreement.
3. The undersigned is a Servicing Officer.
4. This Certificate relates to the Distribution Date occurring on
_____________.
5. As of the date hereof, to the best knowledge of the undersigned, the
Servicer has performed in all material respects all its obligations under the
Agreement through the Due Period preceding such Distribution Date [or, if there
has been a default in the performance of any such obligation, set forth in
detail the (i) nature of such default, (ii) the action taken by the Sellers and
Servicer, if any, to remedy such default and (iii) the current status of each
such default; if applicable, insert "None"].
<PAGE>
2
6. As of the date hereof, to the best knowledge of the undersigned, no
Amortization Event has been deemed to have occurred on or prior to such
Distribution Date.
7. As of the date hereof, to the best knowledge of the undersigned, no
Lien has been placed on any of the Receivables other than pursuant to the
Agreement (or, if there is a Lien, such Lien consists of_________).
IN WITNESS WHEREOF, the undersigned has duly executed and delivered this
Certificate this day of , .
CITIBANK (SOUTH DAKOTA), N.A.,
Servicer,
By:_________________________
Name:
Title:
<PAGE>
SCHEDULE I
LIST OF DEALERS
Class A Certificates
- --------------------
Lehman Brothers Inc.
Bear, Stearns & Co. Inc.
Citibank, N.A.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Salomon Brothers Inc
Class B Certificates
- --------------------
Citibank, N.A.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
